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Gestamp Automocion S.A.

Audit Report / Information Feb 27, 2023

1831_10-k_2023-02-27_ffc11d2f-7375-40dc-acc6-4dc55f5c4d08.pdf

Audit Report / Information

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This document is a translation into English of an original document drafted in Spanish. This document contains:

  • (i) Individual Annual Financial Statements and the Consolidated Annual Financial Statements of the Company and its subsidiaries for Fiscal Year 2022, drawn up by the Board of Directors at its meeting of February 27, 2023;
  • (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 27, 2023;
  • (iii) the signing page and
  • (iv) the Responsibility Statement of the Directors of the Company.

This translation is for information purposes only, therefore, in case of discrepancy, the Spanish version shall prevail. The Spanish version of this document is available on the official website of the Company (www.gestamp.com).

Audit Report on Financial Statements issued by an Independent Auditor

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES Consolidated Financial Statements and Consolidated Management Report for the year ended December 31, 2022

AUDIT REPORT ON CONSOLIDATED 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

Audit report on the consolidated financial statements

Opinion

We have audited the consolidated financial statements of GESTAMP AUTOMOCIÓN, S.A. (the parent) and its subsidiaries (the Group), which comprise the consolidated balance sheet at December 31, 2022, the consolidated income statement, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement, and the notes thereto, for the year then ended.

In our opinion, the accompanying consolidated financial statements give a true and fair view, in all material respects, of consolidated equity and the consolidated financial position of the Group at December 31, 2022 and of its financial performance and its consolidated cash flows, for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union (IFRS-EU), and other provisions in the regulatory framework applicable in Spain.

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 consolidated financial statements section of our report.

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

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated 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 intangible assets and property, plant, and equipment

Description As explained in notes 10 and 11 to the accompanying consolidated statement of financial position, at December 31, 2022, the Group had goodwill, other intangible assets, and property, plant, and equipment in the respective amounts of 127,467 thousand, 401,437 thousand, and 4,645,651 thousand euros. Management conducts impairment tests annually for cash generating units (CGUs) with goodwill, assets assigned indefinite useful lives or property, plant, and equipment with indications of the impairment. These impairment tests are made by calculating value in use based on a cash flow discount rate forecasted in CGU budgeted projections. The related analyses require complex estimates that entail making significant judgments in establishing assumptions regarding the CGU's future cash flows.

Given the significant amounts of intangible assets and property, plant and in addition to as well as the inherent complexity of the analysis performed by Group management, we determined this to be a key audit matter.

The accounting policies, as well as the method of calculating value in use, the recoverability analysis performed on the CGUs and the information included in conformity with the applicable financial reporting framework are described in notes 6.7, 7, 10 and 11 to the accompanying consolidated financial statements.

Our

response Among others, our audit procedures included the following:

  • Understanding the processes established by Group management to test goodwill, other intangible assets, and property, plant and equipment for impairment.
  • Verifying that the Group's indicators for determining whether there is any indication of impairment are consistent with IAS 36 requirements.
  • Reviewing, for CGUs subject to impairment testing, the reasonableness of the financial information and projected cash flows included in the business plan. For this purpose, 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 the Group.
  • Reviewing the disclosures made in the notes to the consolidated financial statement comply with the applicable financial reporting framework.

Recoverability of deferred tax assets

Description As indicated in Note 24, at December 31, 2022, the Group had deferred tax assets totaling 447,579 thousand euros corresponding to tax credits and other deductible temporary differenced which Group management expects to recover or reverse in the future. Group management's assessment of the recoverability of the deferred tax assets is made using its estimates of future taxable profit based on the Group's financial projections and business plans and contemplating applicable tax regulations at any given time. The determination of the amount to be recovered in the future requires that management make significant judgments in establishing Group management's assumptions based on a reasonable period and the level of future taxable profit.

Given that the amounts of deferred tax assets are significant, and the inherent complexity of the analysis performed by Group 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 the accompanying notes 6.18, 24, and 29 to the consolidated financial statements.

Our

response Among others, our audit procedures included the following:

  • Understanding the processes established by Group management to analyze the recoverability of deferred tax assets.
  • Assessing the assumptions and estimates used by Group management to determine the probability that the Group will obtain sufficient future taxable profit for a sample of the Group's significant components. 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 made in the notes to the consolidated financial statement comply with the applicable financial reporting framework.

Revenue Recognition

Description As explained in note 1 to the accompanying consolidated financial statements, the Group's business focuses on the development and manufacture of metal parts for the automobile industry, via stamping, assembly, welding and joining of formats, as well as the construction of tools (matrices for manufacturing parts) and machinery. As explained in note 6.11 to the accompanying consolidated financial statements, the Group's contracts include variable consideration resulting from price increases under negotiation that are estimated based on the expected probability method and are limited to the amount that is not expected to be reversed in the future.

Given the complexity of the judgments required and the significance of the amounts involved, we determined this to be a key audit matter.

Our

response Among others, our audit procedures included the following:

  • Understanding the Group's revenue recognition policies and procedures, including an analysis of the design, implementation and the operating effectiveness of controls related to revenue recognition processes employed by the Group's significant components.
  • Analyzing variable consideration through validation of the reasonableness of the hypotheses applied for a sample of contracts. We likewise reviewed the reasonableness of prior year estimates against actual data obtained in the year for the Group's significant components.
  • Carrying out analytical procedures for the Group's significant components, analyzing the reasonableness of the variable consideration based on client category, the actual performance of revenues and prior year data.
  • Reviewing the disclosures made in the notes to the consolidated financial statement comply with the applicable financial reporting framework.

Other information: consolidated management report

Other information refers exclusively to the 2022 consolidated management report, the preparation of which is the responsibility of the parent company's directors and is not an integral part of the consolidated financial statements.

Our audit opinion on the consolidated financial statements does not cover the consolidated management report. Our responsibility for the consolidated management report, in conformity with prevailing audit regulations in Spain, entails:

  • a. Checking only that the consolidated 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.
  • b. Assessing and reporting on the consistency of the remaining information included in the consolidated management report with the consolidated financial statements, based on the knowledge of the Group obtained during the audit, in addition to evaluating and reporting on whether the content and presentation of this part of the consolidated 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 consolidated management report is consistent with that provided in the 2022 consolidated financial statements and its content and presentation are in conformity with applicable regulations.

Responsibilities of the parent company´s directors and the audit committee for the consolidated financial statements

The directors of the parent company are responsible for the preparation of the accompanying consolidated financial statements so that they give a true and fair view of the equity, financial position and results of the Group, in accordance with IFRS-EU, and other provisions in the regulatory framework applicable to the Group in Spain, and for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors of the parent company are responsible for assessing the Group'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 Group or to cease operations, or has no realistic alternative but to do so.

The audit committee is responsible for overseeing the Group's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.

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

  • Identify and assess the risks of material misstatement of the consolidated 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 Group's internal control.
  • 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 directors' 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 Group'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 consolidated 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 Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the audit committee of the parent 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 parent 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, we determine those matters that were of most significance in the audit of the consolidated 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 files of the European single electronic format (ESEF) of GESTAMP AUTOMOCIÓN, S.A. and subsidiaries for the 2022 financial year, which include the XHTML file containing the consolidated financial statements for the year, and the XBRL files as labeled by the entity, 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 2022 financial year, in accordance with the formatting and mark-up 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 files prepared by the directors of the parent 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 consolidated financial statements included in the aforementioned digital files correspond in their entirety to those of the consolidated financial statements that we have audited, and whether the consolidated financial statements and the aforementioned files have been formatted and marked up, in all material respects, in accordance with the ESEF Regulation.

In our opinion, the digital files examined correspond in their entirety to the audited consolidated financial statements, which are presented and have been marked up, 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 27, 2023.

Term of engagement

The (ordinary/extraordinary) general shareholders' meeting held on May 10, 2022 appointed us as auditors for 1 year, commencing on December 31, 2022.

Previously, we were appointed as auditors by the shareholders for 1 year and we have been carrying out the audit of the consolidated financial statements continuously since December 31, 1999.

ERNST & YOUNG, S.L. (Registered in the Official Register of Auditors under No. S0530)

(Signed on the original version in Spanish)

María Florencia Krauss Padoani (Registered in the Official Register of Auditors under No. 22706)

______________________________

February 27, 2023

Consolidated Financial Statements and Consolidated Directors' Report for the year ended 31 December 2022

CONTENTS

  • NOTE Consolidated statement of financial position
    • Consolidated statement of profit or loss
    • Consolidated statement of comprehensive income Consolidated statement of changes in equity

    • Consolidated statement of cash flow Notes to the Consolidated Financial Statements
  • 1 Background and General Information
  • 2 Scope of consolidation 2. a Breakdown of scope of consolidation
      1. b Changes in the scope of consolidation
  • 3 Business combinations
  • 4 Basis of presentation 4. 1 True and fair view
      1. 2 Comparison of information
    • 4. 3 Basis of consolidation 4. 4 Going concern

      1. 5 Argentina and Turkey hyperinflation adjustment
      1. 6 Alternative performance measures
  • 5 Changes in accounting policies
  • 6 Summary of significant accounting policies 6. 1 Foreign currency transactions
      1. 2 Property, plant and equipment
      1. 3 Business combinations and consolidation goodwill
    • 6. 4 Investment in associates 6. 5 Other intangible assets

      1. 6 Financial assets
      1. 7 Impairment losses
      1. 8 Assets and liabilities held for sale and discontinued operations
      1. 9 Trade and other receivables
      1. 10 Inventories 6. 11 Revenue recognition and assets from contracts with customers
      1. 12 Cash and cash equivalents
      1. 13 Government grants
      1. 14 Financial liabilities (trade and other payables and borrowings)
      1. 15 Provisions and contingent liabilities
      1. 16 Employee benefits
      1. 17 Leases
      1. 18 Income tax 6. 19 Derivative financial instruments
      1. 20 Related parties
      1. 21 Environment
  • 7 Significant accounting estimates and criteria
      1. 1 Significant estimates
    1. 2 Main accounting judgements 8 Changes in significant accounting policies and estimates and restatement of errors
  • 9 Segment reporting
  • 10 Intangible assets
  • 11 Property, plant and equipment
  • 12 Financial assets
  • 13 Inventories
  • 14 Assets from contracts with customers
  • 15 Trade and other receivables / Other current assets and liabilities / Cash and cash equivalents
  • 16 Capital, own shares and share premium
  • 17 Retained earnings
      1. 1 Legal reserve of the Parent Company
      1. 2 Unrestricted reserves of the Parent Company
      1. 3 Availability of reserves at fully consolidated companies
      1. 4 Approval of the Financial Statements and proposed distribution of profit
  • 18 Translation differences
  • 19 Non-controlling interests
  • 20 Deferred income
  • 21 Provisions and contingent liabilities
  • 22 Provision for employee compensations
  • 23 Borrowed funds
  • 24 Deferred tax 25 Trade and other payables
  • 26 Operating income
  • 27 Operating expenses
  • 28 Financial income and financial expenses
  • 29 Corporate income tax
  • 30 Earnings per share
  • 31 Commitments
  • 32 Related Party transactions 32. 1 Balances and transactions with Related Parties
      1. 2 Board of Directors´remuneration
      1. 3 Senior Management´s remuneration
  • 33 Other disclosures
    1. 1 Auditors´ fees
      1. 2 Environmental matters
  • 34 Financial risk management
      1. 1 Financial risk factors
      1. 2 Hedge accounting
      1. 3 Fair value of financial instruments
    1. 4 Capital risk management
  • 35 Information on payment deferrals to suppliers in trade operations
  • 36 Subsequent events
  • 37 Information on compliance with article 229 of the Spanish Companies Law
  • 38 Additional note for English translation
  • APPENDIX I Scope of consolidation
  • APPENDIX II Indirect investments
  • APPENDIX III Guarantors
GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT DECEMBER 31, 2022 AND DECEMBER 31, 2021
(In thousands of euros)
Note
ASSETS
Non-current assets
Intangible assets
10
Goodwill
Other intangible assets
Property, plant and equipment
11
Land and buildings
Plant and other PP&E
PP&E under construction and prepayments
Financial assets
12
Investments in associates accounted for using the equity method
Loans and receivables
Derivatives in effective hedges
Other non-current financial assets
December 31, 2022
528,904
127,467
401,437
4,645,651
1,527,799
2,628,871
488,981
183,788
16,852
December 31, 2021
474,631
87,112
387,519
4,324,219
1,377,763
2,530,781
415,675
108,217
16,764
24,379 55,238
130,849 26,246
11,708 9,969
Deferred tax assets 447,579 476,791
Total non-current assets 5,805,922 5,383,858
Current assets
Inventories
13
541,164 449,672
Commodities and other consumables 495,073 379,518
By-products and scrap 331 307
Prepayments to suppliers 45,760 69,847
Assets from contracts with customers
14
519,624 372,162
Work in progress 284,410 196,384
Finished products and by-products 179,842 140,429
Trade receivables, tooling 55,372 35,349
Trade and other receivables
15
1,260,130 787,383
Trade receivables 1,005,678 550,644
Other receivables 49,291 21,318
Current income tax assets 19,829 28,245
Receivables from public authorities 185,332 187,176
Other current assets
15
114,747 103,041
Financial assets
12
104,621 65,052
Loans and receivables 7,437 5,966
Securities portfolio 23,574 11,524
Other current financial assets 73,610 47,562
Cash and cash equivalents
15
1,695,101 1,480,238
Total current assets 4,235,387 3,257,548
Total assets 10,041,309 8,641,406
GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT DECEMBER 31, 2022 AND DECEMBER 31, 2021
(In thousands of euros)
EQUITY AND LIABILITIES Note December 31, 2022 December 31, 2021
Equity
Capital and reserves attributable to equity holders of the Parent Company
Issued capital 16 287,757 287,757
Treasury shares 16 (1,603) (2,716)
Share premium 16 61,591 61,591
Retained earnings 17 2,279,910 1,947,115
Translation differences 18 (467,459) (518,199)
Interim dividend
Equity attributable to equity holders of the Parent Company
17 (35,086)
2,125,110
(21,849)
1,753,699
Equity attributable to non-controlling interest 19 632,797 467,676
Total equity 2,757,907 2,221,375
Liabilities
Non-current liabilities
Deferred income 20 35,660 34,841
Non-current provisions 21-22 171,325 181,111
Non trade liabilities 23 2,706,297 3,054,266
Interest-bearing loans and borrowings and debt issues 2,252,035 2,509,166
Derivative financial instruments 11,447 22,799
Other non-current financial liabilities 429,067 506,214
Other non-current liabilities 13,748 16,087
Deferred tax liabilities
Other non-current liabilities
24 319,861
17,424
314,365
15,126
Total non-current liabilities 3,250,567 3,599,709
Current liabilities
Non trade liabilities 23 1,461,481 949,028
Interest-bearing loans and borrowings and debt issues 576,918 326,440
Other current financial liabilities 686,936 469,862
Other non-current liabilities 197,627 152,726
Trade and other payables 25 2,501,112 1,836,279
Trade accounts payable 2,174,721 1,553,399
Current tax liabilities
Other accounts payable
35,803
290,588
26,178
256,702
Current provisions 21 62,352 29,435
Other current liabilities 15 7,890 5,580
Total current liabilities 4,032,835 2,820,322
Total liabilities 7,283,402 6,420,031
Total equity and liabilities 10,041,309 8,641,406

CONSOLIDATED INCOME STATEMENT

December 31, 2021
8,289,384
8,092,845
183,692
12,847
(7,875,917)
(4,841,178)
(1,439,874)
(584,130)
(1,010,735)
413,467
10,799
(153,245)
3,385
1,335
10
1,961
277,712
(62,255)
215,457
215,457
(60,081)
155,376
0.27
0.27
-
0.27
0.27
-
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED DECEMBER 31, 2022 AND DECEMBER 31, 2021
(In thousands of euros)
GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED DECEMBER 31, 2022 AND DECEMBER 31, 2021
(In thousands of euros)
December 31, 2022 December 31, 2021
PROFIT/ (LOSS) FOR THE YEAR 301,742 215,457
OTHER COMPREHENSIVE INCOME
Other comprehensive income not to be reclassified to income in next years:
Actuarial gains and losses 17 23,041 7,339
Other comprehensive income to be reclassified to income in next years:
From cash flow hedges 23.b.1) 91,322 14,293
Translation differences 86,327 87,958
Attributable to Parent Company 18 50,740 82,230
Attributable to non-controlling interest 19 35,587 5,728
TOTAL COMPREHENSIVE INCOME NET OF TAXES 502,432 325,047
Attributable to:
- Parent Company 425,022 259,209
- Non-controlling interest 77,410 65,838
325,047
GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES
(In thousands of euros) CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2022
Issued capital
(Note 16)
Treasury Shares
(Note 16)
Share premium
(Note 16)
Retained earnings
(Note 17)
Translation
differences
(Note 18)
Interim Dividend
(Note 17)
Total capital and
reserves
Non-controlling
interest
(Note 19)
Total Equity
AT JANUARY 1, 2022 287,757 (2,716) 61,591 1,947,115 (518,199) (21,849) 1,753,699 467,676 2,221,375
Profit/ (Loss) for the period 259,966 259,966 41,776 301,742
Fair value adjustments (Hedge) (Note 23.b.1)) 91,322 91,322 91,322
Variation in translation differences (Note 18) 50,740 50,740 35,587 86,327
Actuarial gains and losses (Note 22.b)) 22,994 22,994 47 23,041
Total comprehensive income 374,282 50,740 425,022 77,410 502,432
Dividends distributed by the Parent Company (Note 17.2) (46,562) (13,237) (59,799) (59,799)
Dividends distributed by subsidiaries (Note 19) (Note 17.2) (5,074) (5,074)
Treasury shares acquisitions (Note 16.b)) (Note 17.2) 1,113 (83) 1,030 1,030
129,300 129,300
Business combination (Sideacero Subgroup) (38,588) (33,049)
Increased ownership interest in companies with previous control (Note 2.b) 5,539 5,539
Other movements (381) (381) 2,073 1,692

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2021 GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES
(In thousands of euros)
Issued capital
(Note 16)
Treasury Shares
(Note 16)
Share premium
(Note 16)
Retained earnings
(Note 17)
Translation
differences
(Note 18)
Interim Dividend
(Note 17)
Total capital and
reserves
Non-controlling
interest
(Note 19)
Total Equity
AT JANUARY 1, 2021 287,757 (1,349) 61,591 1,761,888 (600,429) 1,509,458 444,133 1,953,591
Profit/ (Loss) for the period 155,376 155,376 60,081 215,457
Fair value adjustments (Hedge) (Note 23.b.1)) 14,293 14,293 14,293
Variation in translation differences (Note 18) 82,230 82,230 5,728 87,958
Actuarial gains and losses (Note 22.b) 7,310 7,310 29 7,339
Total comprehensive income 176,979 82,230 259,209 65,838 325,047
Dividends distributed by the Parent Company (Note 17.2) (21,849) (21,849) (21,849)
(4,390) (4,390)
Dividends distributed by subsidiaries (Note 19) (1,367) 366 (1,001) (1,001)
Treasury shares acquisitions (Note 16.b)) (Note 17.2) 7,502 (47,434) (39,932)
Increased ownership interest in companies with previous control (Note 2.b) 7,502
Capital increase of subsidiaries 15,076 15,076
Other movements 380 380 (5,547) (5,167)
GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD ENDED DECEMBER, 31 2022 AND DECEMBER, 31 2021
(In thousands of euros)
Note December 31, 2022 December 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/ (Loss) for the year before taxes
391,455 277,712
Adjustments to profit
Depreciation, amortisation and impairment of intangible assets and PP&E
10-11 818,077
669,846
719,885
584,130
Financial income 28 (16,064) (10,799)
Financial expenses
Exchange rate differences
28 162,763
5,042
153,245
(3,385)
Share of profit/(loss) from associates - equity method 12 (2,951) (1,335)
Impairment and gain (loss) from disposal of financial instruments
Result of exposure to inflation
-
(559)
(10)
(1,961)
TOTAL EBITDA 1,209,532 997,597
Other adjustments to profit
Change in provisions
21 (15,492)
14,705
(50,326)
2,326
Grants released to income 20 (5,538) (5,088)
Gain (loss) from disposal of intangible assets and PP&E
Unrealized exchange rate differences
(4,443)
(20,775)
(2,876)
(46,659)
Other incomes and expenses 559 1,971
Changes in working capital
(Increase)/Decrease in Inventories
13-14 71,102
(166,240)
87,231
(104,141)
(Increase)/Decrease in Trade and other receivables 14-15 (328,032) 155,078
(Increase)/Decrease in Other current assets
Increase/(Decrease) in Trade and other payables
15
25
(11,352)
574,417
(10,570)
64,026
Increase/(Decrease) in Other current liabilities
Other cash flows from operating activities
2,309
(220,242)
(17,162)
(207,116)
Interest paid (162,012) (160,402)
Interest received
Income tax received/(paid)
16,064
(74,294)
10,799
(57,513)
Cash flows from operating activities 1,044,900 827,386
CASH FLOWS FROM INVESTING ACTIVITIES
Payments on investments
(847,687) (645,605)
Group companies and associates (100,000) -
Addition to consolidation scope
Other intangible assets
10-23 62,862
(105,362)
-
(97,420)
Property, plant and equipment 11-23 (677,839) (516,020)
Net change in financial assets
Proceeds from divestments
(27,348)
34,586
(32,165)
11,338
Other intangible assets 10 3,600 3,469
Property, plant and equipment
Net change of financial assets
11 26,515
4,471
3,814
4,055
Grants, donations and legacies received 20 6,488 2,552
Cash flows from investing activities (806,613) (631,715)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds and payments on equity instruments
(90,448) (68,337)
Payment to non-controlling interests from shareholding acquisition 2.b) - 19 (33,049) (39,932)
Contribution of funds from non-controlling interests
Net change in non-controlling interests
19
19
-
(10,127)
15,077
(5,518)
Own shares 16 1,113 (1,367)
Other movements in equity
Proceeds and payments on financial liabilities
(48,385)
104,626
(36,597)
(997,379)
Issue 563,828 240,460
Interest-bearing loans and borrowings
Credit facilities, discounted bills, factoring and leasing
368,837
191,446
234,519
-
Borrowings from related parties 1,247 -
Other borrowings
Repayment of
2,298
(459,202)
5,941
(1,237,839)
Bonds and other marketable securitites
Interest-bearing loans and borrowings
-
(341,526)
(562,838)
(504,208)
Credit facilities, discounted bills, factoring and leasing (115,337) (176,686)
Borrowings from related parties
Other borrowings
-
(2,339)
5,893
-
Payments on dividends and other equity instruments (53,334) (4,394)
Dividends
Cash flows from financing activities
17-19-23 (53,334)
(39,156)
(4,394)
(1,070,110)
Effect of changes in exchange rates 15,732 50,044
NET INCREASE/ DECREASE OF CASH OR CASH EQUIVALENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2022

Nota 1. Activity of Gestamp Automoción, S.A. and Subsidiaries (hereinafter, the Group)

The company GESTAMP AUTOMOCIÓN, S.A. (limited company), hereinafter the Parent Company, was incorporated on 22 December 1997. Its registered office is in Abadiano (Vizcaya, Spain), at the Lebario Industrial Park.

Its corporate purpose is to provide advisory and financing services and a link with the automobile industry for all its subsidiaries.

Since 7 April 2017 the shares of the Parent Company are listed in the four Spanish Stock Exchanges (Madrid, Barcelona, Valencia and Bilbao).

The Parent Company, in turn, forms part of a group headed by its majority shareholder, Acek Desarrollo y Gestión Industrial, S.L., and the companies forming such group perform significant commercial and financial transactions under the terms and conditions established among the parties on an arm's length basis. Intra-Group and related parties transfer prices are duly documented in a transfer price dossier as stipulated by the prevailing legislation.

The Group's subsidiaries centre their activities around the development and manufacture of metal components for the automotive Industry via stamping, assembly, welding, tailor welded blanks, the construction of tools (moulds for the manufacture of parts) and machinery and the Group also has services companies and companies engaging in the research and development of new technologies. In addition, the companies incorporated in 2022 by the Sideacero subgroup (Note 3) centre their activity on the management of metal waste (iron and non-iron).

Most of the Group's activities are located in the Western Europe segment; the North America segment constitutes the second most significant geographic market and the Asia segment the third one (Note 9).

Group sales are concentrated across a limited number of customers due to the nature of the automotive Industry. However, the Group supplies products globally to the top 12 vehicle manufacturers by volume worldwide, and new customers are being added, in line with the Group's growth and diversification strategy.

The climate change aspects are mentioned in Note 33.2 Environmental matters

Nota 2. Scope of Consolidation

2.a Breakdown of scope of consolidation

Appendix I lists the companies forming the scope of consolidation, together with the consolidation method used, registered office, line of business, ownership interest (direct and indirect) and the auditors of such companies.

Appendix II lists the companies that hold the indirect investments, corresponding to 31 December 2022 and 31 December 2021.

No significant subsidiaries have been excluded from the scope of consolidation.

The closing of the financial year for the companies included in the scope of consolidation is 31 December, with the exception of the subsidiaries Gestamp Services India Private, Ltd., Gestamp Automotive India Private, Ltd, Gestamp Automotive Chennai Private Ltd., Gestamp Pune Automotive Private Ltd and Gescrap India Private, Ltd. whose financial years close on 31 March. However, an accounting close at 31 December was performed to include the financial statements of these companies in the Consolidated Financial Statements at 31 December 2022 and 31 December 2021.

The following German subsidiaries are included in these consolidated financial statements using the full consolidation method and are exempt from the responsibility of auditing their financial statements and publishing their own consolidated accounts for 2022 in Germany, using the additional regulation of §264 (3) German Commercial Code:

  • GMF Holding, GmbH (Bielefeld, Germany)
  • Gestamp Umformtechnik, GmbH (Ludwigsfelde, Germany)
  • Gestamp Wolfsburg, GmbH (Ludwigsfelde, Germany)
  • Gestamp Griwe Westerburg, GmbH (Westerburg, Germany) (Griwe Subgroup)
  • Gestamp Griwe Haynrode, GmbH (Haynrode, Germany) (Griwe Subgroup)
  • Edscha Holding GmbH (Remscheid, Germany)
  • Edscha Engineering GmbH (Remscheid, Germany)
  • Edscha Kunststofftechnik GmbH (Remscheid, Germany)
  • Edscha Automotive Hengersberg GmbH (Hengersberg, Germany)
  • Edscha Automotive Hauzenberg GmbH (Hauzenberg, Germany)
  • Edscha Mechatronics Solutions GmbH (Remscheid, Germany)
  • Autotech Engineering Deutschland , GmbH (Bielefeld, Germany)

There are no significant restrictions on the capability of accessing to or using the assets or settle the liabilities of the subsidiaries included in the consolidation scope.

2.b Changes in the scope of consolidation

2022

Business combinations

On 1 December 2022, the Parent Company acquired 33.34% of the shares of Sideacero, S.L., for the amount of 100,000 thousands euros. Sideacero, S.L. is in turn the Parent Company of the Gescrap and Reimasa subgroups (list of companies included in Appendix I). This subgroup was included in the scope of consolidation using the full consolidation method (Notes 3 and 7.2).

Inclusion in the scope of consolidation due to formation

  • On 27 December 2022, Changchun Xuyang Gestamp Auto Components Co., Ltd. was incorporated, and 49% of which is owned by Gestamp (China) Holding Co. This company was consolidated using the equity method.
  • On 22 December 2022, Gestamp Automotive Vitoria, S.L. was incorporated, 99.99% of which is owned by the Parent Company and 0.01% by the investee Gestamp North Europe Services, S.L. It was included in the consolidation scope using the full consolidation method.

  • On 16 December 2022, the company Gestamp Wolfsburg GmbH was incorporated and is wholly owned by the investee GMF Holding GmbH. It was included in the consolidation scope using the full consolidation method.
  • ON 9 August 2022, Edscha Mechatronics Solutions GmbH was incorporated and is wholly owned by Edscha Holding, GmbH. It was included in the consolidation scope using the full consolidation method.
  • On 17 June 2022, Smart Industry Consulting and Technologies, S.L.U. was incorporated and is wholly owned by the Parent Company, Gestamp Automoción, S.A. It was included in the consolidation scope using the full consolidation method.
  • On 22 March 2022, Gestamp Proyectos Automoción 1, S.L. was incorporated and is wholly owned by the Parent Company Gestamp Automoción, S.A. It was included in the consolidation scope using the full consolidation method.
  • On 22 March 2022, the company Gestamp Proyectos Automoción 3, S.L. was incorporated, and is 99.81% owned by the Parent Company Gestamp Automoción, S.A. and 0.19% owned by the group company Gestamp Servicios, S.A. It was included in the consolidation scope using the full consolidation method.

Changes in ownership percentage

On 31 January 2022, the partial divestment by COFIDES, S.A. S.M.E. was carried out in Gestamp Holding China, AB (sale to Gestamp Automoción, S.A. of 23.30% of the share capital of Gestamp Holding China, AB.) which, in turn, wholly owns Gestamp Auto Components (Kunshan) Co. Ltd.

The sales price of the ownership interest amounted to 13,317 thousand euros, which was paid in the same procedure by bank transfer.

Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (30,139 thousand euros) (Note 19) and the fair value of the consideration paid (13,317 thousand euros) was recognised directly in equity (16,822 thousand euros) (Note 17).

The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation and decreasing the non-controlling interest by 4,669 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity.

On 31 January 2022, the partial divestment by COFIDES, S.A. S.M.E. was carried out in Gestamp Holding Rusia, S.L. (sale to Gestamp Automoción, S.A. of 11.24% of the share capital of Gestamp Holding Rusia, S.L.), which in turn holds 74.98% of Todlem, S.L., and the latter wholly owns Gestamp Severstal Vsevolozhsk, LLC and Gestamp Severstal Kaluga, LLC in both cases.

The sales price of the ownership interest amounted to 19,732 thousand euros, which was paid in the same procedure by bank transfer.

Since the transaction involves a change in the ownership interest retaining the control, the difference between the adjustment of the non-controlling interest (8,449 thousand euros) (Note 19) and the fair value of the consideration paid (19,732 thousand euros) was recognised directly in equity (-11,283 thousand euros) (Note 17).

The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, decreasing the result of the operation and increasing the non-controlling interest by -5,774 thousand euros. This amount is included in the line "Variation in translation differences" in the Consolidated Statement of Changes in Equity.

Exclusions from the scope of consolidation

  • On 22 December 2022, the subsidiary Matricerías Deusto, S.L. was dissolved.
  • On 25 February 2022, the subsidiary Gestamp Washington UK Limited was dissolved.

2021

Inclusion in the scope of consolidation due to formation

On 25 November 2021, Gestamp New Energy Vehicle Components (Beijing) Co., Ltd. was formed, being wholly-owned by Gestamp Auto Components (Tianjin) Co., Ltd. It was included in the consolidation scope using the full consolidation method.

Changes in ownership percentage

On 29 June 2021, the partial divestment by COFIDES, S.A. S.M.E was carried out in Mursolar 21, S.L was formalised (sale to Gestamp Navarra, S.A. of 17.5% of the share capital of Mursolar 21, S.L.) which, in turn, wholly owns Gestamp Autocomponents Shenyang Co. Ltd. and Gestamp Auto Components Dongguan Co. Ltd.

The sales price of the ownership interest amounted to 25,728 thousand euros, which was paid in the same procedure by bank transfer.

Since this transaction entailed change in shareholding in the subsidiaries retaining control over them, the difference between the adjustment to the non-controlling interests (33,530 thousands of euros (Note 19)) and the fair value of the consideration paid (25,728 thousands of euros) was directly recognised in equity (7,802 thousands of euros).

The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation commented in the previous paragraph, by an amount of 194 thousand euros.

On 29 October 2021, the partial divestment by COFIDES, S.A. S.M.E was carried out in Gestamp Holding China, AB (sale to Gestamp Automoción, S.A. of 7.76% of the share capital of Gestamp Holding China, AB.) which, in turn, wholly owns Gestamp Auto Components (Kunshan) Co. Ltd.

The sales price of the ownership interest amounted to 4,408 thousand euros, which was paid in the same procedure by bank transfer.

Since this transaction entailed change in shareholding in the subsidiaries retaining control over them, the difference between the adjustment to the non-controlling interests (9,815 thousands of euros (Note 19)) and the fair value of the consideration paid (4,408 thousands of euros) was directly recognised in equity (5,407 thousands of euros).

The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, decreasing the result of the operation commented in the previous paragraph, by an amount of 729 thousand euros.

On 29 October 2021, the partial divestment by COFIDES, S.A. S.M.E was carried out in Gestamp Holding Rusia, S.L. (sale to Gestamp Automoción, S.A. of 5.62% of the share capital of Gestamp Holding Rusia, S.L.), which in turn holds 74.98% of Todlem, S.L., and the latter wholly owns Gestamp Severstal Vsevolozhsk, LLC and Gestamp Severstal Kaluga, LLC in both cases.

The sales price of the ownership interest amounted to 9,796 thousand euros, which was paid in the same procedure by bank transfer.

Since this transaction entailed change in shareholding in the subsidiaries retaining control over them, the difference between the adjustment to the non-controlling interests (4,089 thousands of euros (Note 19)) and the fair value of the consideration paid (9,796 thousands of euros) was directly recognised in equity (-5,707 thousands of euros).

The translation differences previously allocated to non-controlling interests were assigned to the Group, for the percentage acquired, increasing the result of the operation commented in the previous paragraph, by an amount of 2,269 thousand euros.

Nota 3. Business combinations

2022

Sideacero, S.L.

On 1 December 2022, the Parent Compnay signed a purchase agreement for Sideacero S.L. whereby it acquired 33.34% of the capital of that company for 100,000 thousand euros, which was paid in full at the time of acquisition. The agreement has no contingent consideration.

Sideacero, S.L. is in turn the Parent Company of the Gescrap and Reimasa subgroups, which manage both iron and non-iron metal waste.

The fair value of the assets and liabilities of Sideacero and its subsidiaries at 1 December 2022 was as follows:

The goodwill relates to the synergies expected from the integration of the Sideacero subgroup business into the operations of the Gestamp Automoción Group. This consolidated goodwill is not tax deductible.

The main measurement criteria used to calculate the fair value of the different headings are as follows:

Intangible and assets and PPE: the valuation has been made on the basis of the carrying amount at the time of acquisition. Given the type and age of the assets, it is considered that there are no significant capital gains.

Inventories: have been valued on the basis of the sales value in accordance with the criteria established by IFRS 15.

Trade receivables: the valuation has been made on the basis of their nominal value.

Current and non-current liabilities: the valuation has been made on the basis of their nominal value.

Trade accounts payables: the valuation has been made on the basis of their nominal value.

There were no significant costs associated with this transaction.

The revenue and EBITDA attributable to the combination from the acquisition date until 31 December 2022 amounted to 17,554 thousand euros and 2,028 thousand euros, respectively. If the business combination had taken place at the beginning of the financial year 2022, the Sideacero subgroup would have contributed approximately 641 million euros in revenue and 59 million euros in EBITDA.

The headcount of the Sideacero subgroup incorporated into the Group comprised 616 people.

2021

There were no business combinations in 2021.

Nota 4. Basis of presentation

4.1 True and fair view

The Group's Consolidated Financial Statements at 31 December 2022 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, approved by the European Commission regulations in force at the aforementioned date.

The Consolidated Financial Statements have been prepared on the basis of the accounting records of each Group company at 31 December 2022 and 2021. Each company prepares its Financial Statements in accordance with the accounting principles and standards in force in the country in which it operates; the required adjustments and reclassifications were made in the consolidation process in order to harmonise the policies and methods used to adapt them to IFRS.

These Consolidated Financial Statements for the year ended 31 December 2022 were prepared by the Board of Directors of Gestamp Automoción, S.A. at its meeting held on 27 February 2023, to be submitted to the approval of the General Shareholders' Meeting, and it is considered that they will be approved without any changes.

The figures contained in these Consolidated Financial Statements are expressed in thousands of euros, unless otherwise indicated and, consequently, they may be rounded off.

4.2 Comparison of information

As explained in Note 2.b, the most significant incorporation in 2022 was that of the Sideacero subgroup.

The following companies were also incorporated: Changchun Xuyang Gestamp Auto Components Co., Ltd., Gestamp Wolfsburg GmbH, Gestamp Automotive Vitoria, S.L., Edscha Mechatronics Solutions GmbH, Smart Industry Consulting and Technologies, S.L.U Gestamp Proyectos Automoción 1, S.L. and Gestamp Proyectos Automoción 3, S.L. The companies Gestamp Washington UK Limited and Matricerías Deusto, S.L. were dissolved.

During the financial year 2021, the company Gestamp New Energy Vehicle Components (Beijing) Co. was incorporated. There was no restatement of comparative balances.

4.3 Basis of consolidation

The Consolidated Financial Statements comprise the financial statements of the Parent Company and subsidiaries at 31 December 2022.

The Group controls a subsidiary if and only if the Group in turn:

  • Power over the subsidiary (rights that give the ability to direct the relevant activities of the subsidiary)
  • Exposure, or rights to variable returns from its involvement in the subsidiary and
  • The ability to use its power over the subsidiary to affect the said variable returns.

When the Group does not hold the majority of voting rights or similar rights of the subsidiary, the Group considers all relevant facts and circumstances to assess the existence of control. This includes:

  • Contractual agreements with other investors holding voting rights of the subsidiary
  • Rights arisen from other contractual agreements
  • Potential voting rights of the Group
  • Power over relevant activities of the subsidiary

When facts and circumstances indicate changes in one or more elements determining control over a subsidiary, the Group reassesses the existence of control over such subsidiary (Note 7).

Subsidiaries are fully consolidated from the acquisition date, when the Group obtains control, and continue to be consolidated until the date when such control ceases. If the Group loses or relinquishes control of a subsidiary, the Consolidated Financial Statements include that subsidiary's results for the portion of the year during which the Group held control thereover.

The financial statements of the subsidiaries have the same closing date as the Parent Company, except for the companies mentioned in Note 2.a. The said companies have an additional closing for the financial year for their inclusion in the Consolidated Financial Statements, being elaborated with the same accounting policies in a uniform and coherent procedure.

The profit or loss of a subsidiary company is attributed to non-controlling interests, even if it involves recording a debit balance with them.

Changes in shareholding percentage that do not mean loss of control are reflected as an equity transaction. When the Group loses control of a subsidiary:

  • The Group derecognises the assets (including goodwill) and liabilities of the subsidiary.
  • Derecognises the carrying amount of non-controlling interests.
  • Derecognises translation differences taken to equity.
  • Recognises the fair value of the consideration received for the transaction.
  • Recognises the fair value of any retained investment.
  • Recognises any excess or deficit in the Consolidated Income Statement.
  • Reclassifies the shareholding of the Parent Company in the items previously registered in Other Comprehensive Income to profit or to retained earnings, as appropriate.

Subsidiaries

The full consolidation method is used for companies included in the consolidation scope, controlled by the Parent Company, in accordance with the definition included at the beginning of this section.

Associates

Investments in which the Group has significant influence, but not control have been consolidated under the equity method. Significant influence is the power to participate in the financial and operating policy decisions of the subsidiary but it does not imply control or joint control on those policies. Considerations to make in order to decide whether there is significant influence are similar to those made to decide whether there is control over a subsidiary.

For the purposes of preparing these Consolidated Financial Statements, significant influence is deemed to exist in investments in which the Group, directly or indirectly, holds over 20% of the investment, and in certain instances in which the Group's holding is less than 20%, but significant influence can be clearly demonstrated.

Translation of financial statements of foreign companies

The assets and liabilities and income statements of companies included in the Consolidated Financial Statements, whose functional currency is different from the presentation currency, are translated to euros using the closing foreign exchange rates method as follows:

  • All assets, rights, and liabilities of foreign operations are translated at the exchange rate prevailing at the closing date of the Consolidated Financial Statements.
  • Income and expenses are translated using the average exchange rate, as long as that average is a reasonable approximation of the cumulative effect of the actual exchange rates prevailing at the transactions dates and except for hyperinflationary economies (Note 4.5).

The differences between the net carrying amount of equity of the foreign companies converted using historical exchange rates and including the result net of taxes from the Profit and Loss Account, reflecting the above-mentioned treatment of income and expenses in foreign currencies, and the net carrying amount of equity resulting from the conversion of goods, rights and liabilities using the exchange rate prevailing at the Consolidated Balance Sheet date, are registered as "Translation differences", with the corresponding negative or positive sign, in the "Equity - Translation Differences" in the Consolidated Balance Sheet (Note 18).

Exchange gains and losses due to the impact of changes in the functional currency relative to the euro on foreign currency borrowings considered permanent are taken directly to equity under Translation differences, net of tax effect. Said reclassification as at 31 December 2022 represents an increase of translation differences amounting to 74.2 million euros (increase of translation differences of 62.3 million euros as at 31 December 2021).

Permanent financing transactions are considered to be intragroup loans to subsidiaries whose repayment is not foreseen and are therefore treated as equity.

At 31 December 2022, the Parent Company held own shares representing 0.08% of its share capital (0.12% at 31 December 2021) (Note 16.b)). The subsidiaries do not own investments issued by the Parent Company at 31 December 2022 or at 31 December 2021.

The effect of the change in exchange rates when presenting the Consolidated Statement of Cash Flows using the indirect method has been calculated taking into account an average of the year for Cash and cash equivalents and the change in exchange rates has been applied at the end of each of the years.

Transactions between companies included in the consolidation scope

The following transactions and balances were eliminated upon consolidation:

Reciprocal receivables/payables and expenses/income relating to intra-Group transactions.

  • Income from the purchase and sale of property, plant and equipment and intangible assets as well as unrealised gains on inventories, if the amount is significant.
  • Intra-Group dividends and the debit balance corresponding to interim dividends recognised at the company that paid them.

Non-controlling interests

The value of non-controlling interests in the equity and profit (loss) for the year of consolidated subsidiaries is recognised in "Non-controlling interests" in "Equity" in the Consolidated Balance Sheet and in "Non-controlling interests" in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income, respectively.

4.4 Going concern

The Parent Company's directors have drawn up these Consolidated Financial Statements on a going concern basis since it considered that there are no uncertainties regarding its ability to continue as a going concern.

The Group has sufficient financing in place to fund its operations. The outstanding balance at 31 December 2022 of the Group's gross financial debt amounted to 3,944.9 million euros (3.811,6 million euros at 31 December 2021) (Note 4.6), of which 68% matures at over 12 months (79% at 31 December 2021).

At 31 December 2022, the Group had cash and cash equivalents totalling 2,589.0 million euros (31 December 2021: 2,326.8 million euros), and the breakdown was as follows.

and in "Non-controlling interests" in the Consolidated Income Statement and Consolidated Statement
The Parent Company's directors have drawn up these Consolidated Financial Statements on a going
concern basis since it considered that there are no uncertainties regarding its ability to continue as a
The Group has sufficient financing in place to fund its operations. The outstanding balance at 31
December 2022 of the Group's gross financial debt amounted to 3,944.9 million euros (3.811,6 million
euros at 31 December 2021) (Note 4.6), of which 68% matures at over 12 months (79% at 31 December
At 31 December 2022, the Group had cash and cash equivalents totalling 2,589.0 million euros (31 Million euros
2022 2021
Cash and cash equivalents 1,695.1 1,480.2
Short-term investments 104.6 65.1
Undrawn credit facilities
Maturing at over 12 months 91.4 191.2
Revolving Credit Facility 325.0 325.0
Maturing at under 12 months 372.9 265.3

4.5 Argentina and Turkey hyperinflation adjustment

Since all the inflation indicators for Argentina and Turkey point to cumulative inflation in three years exceeding 100%, and there are no qualitative matters to mitigate the situation, Argentina must be considered to be a hyperinflationary economy from 1 July 2018, as must Turkey from 1 April 2022, so IAS 29 "Financial Reporting in Hyperinflationary Economies", applies, requiring the Consolidated Financial Statements to be expressed in terms of the current measurement unit on the date of the year reported. This restatement of accounting values was carried out as follows:

  • Separation and identification of all balance sheet items between monetary and non-monetary. The monetary items are cash and the balances receivable or payable in Argentine pesos and Turkish lira, including the assets from customer contracts. The non-monetary items are intangible assets, property, plant and equipment, tooling and other similar assets. The income statement and equity items are also deemed to be non-monetary items for the purposes of calculating hyperinflation. No significant items measured at current cost were identified.
  • Non-monetary assets and liabilities: These assets were recognised at cost from their acquisition date. These items are restated from their acquisition date, multiplying the carrying amount at historical cost by the index obtained as a result of dividing the index at year-end by the index at the acquisition date.
  • Income and expenses: These items were restated in line with the performance of the price index from the date on which they were recognised until the period-end date.
  • The Income Statement of the Argentinian and Turkish companies in the Consolidated Financial Statements was translated to euros at the year-end exchange rate.
  • Calculation and recognition of the deferred taxes arising from the change in accounting values with respect to tax values.

The index used for the restatement of Argentine companies was a synthetic index. To restate the balances prior to 31 December 2016, the wholesale price index was used and, from 1 January 2017, the National Consumer Price Index was used.

The index used for the restatement of Turkish companies was the New Consumer Price Index (2003=100) published by the Turkish Statistical Institute.

The comparative figures in the Consolidated Financial Statements at 31 December 2018 with respect to the companies in Argentina were those of the previous year, that is, they are not adjusted by hyperinflation nor will they be adjusted for subsequent changes in the level of prices or exchange rates in subsequent years. This gave rise to differences between equity at the end of the 2017 and equity at the beginning of 2018 and, as an accounting policy option, these changes were presented in the Translation Differences heading.

Also, the comparative figures in the Consolidated Financial Statements at 31 December 2022 with respect to the companies in Turkey are those of the previous year, that is, they were not adjusted by hyperinflation nor will they be adjusted for subsequent changes in terms of prices or exchange rates in subsequent years. This gives rise to differences between equity at the end of the 2021 and equity at the beginning of 2022 and, as an accounting policy option, these changes were presented in the Translation Differences heading.

The accumulated effect on the Consolidated Financial Statements at 31 December 2022 of the inflation adjustment made in the manner described in the previous paragraphs was as follows:

31-12-2022 Thousands of euros 31-12-2021
ARGENTINA Gestamp Gestamp Gestamp Gestamp
Property, plant and equipment (Note 11) Córdoba, S.A.
15,493
Baires, S.A.
31,650
Total
47,143
Córdoba, S.A.
13,362
Baires, S.A.
26,652
Total
40,014
Intangible assets
Deferred tax liabilities
(Note 10.b)) 7
(5,425)
19
(9,501)
26
(14,926)
4
(4,678)
13
(9,333)
17
(14,011)
EFFECT NON-MONETARY ASSETS AND LIABILITIES (Assets increase) 10,075 22,168 32,243 8,688 17,332 26,020
Revenue
Cost of materials used
2,806
(1,759)
8,277
(5,909)
11,083
(7,668)
(3,928)
1,515
(9,654)
5,319
(13,582)
6,834
Personnel expenses
Other operating expenses
(486)
(353)
(1,247)
(741)
(1,733)
(1,094)
1,396
703
2,626
1,202
4,022
1,905
EFFECT ON EBITDA
Depreciation and amortisation and impairment
208
1,800
380
3,176
588
4,976
(314)
1,432
(507)
2,835
(821)
4,267
Finance income (72) 344 272 (15) 21 6
Finance expenses
Exchange gains (losses)
(31)
(236)
(909)
(1,131)
(940)
(1,367)
35
115
150
181
185
296
Income tax
Result of exposure to inflation
771
1,699
1,832
(3,933)
2,603
(2,234)
1,977
(162)
4,286
(1,799)
6,263
(1,961)
EFFECT ON RESULTS FOR THE YEAR 4,139 (241) 3,898 3,068 5,167 8,235
EFFECT ON RESERVES (Losses from previous years) 9,183 19,943 29,126 6,115 14,776 20,891
PRIOR EFFECT ON TRANSLATION DIFFERENCES (Liabilities increase) (23,397) (41,870) (65,267) (17,871) (37,275) (55,146)
Effect non-controlling interests due allocation of translation differences (7,018) (12,560) (19,578) (5,353) (10,861) (16,214)
Effect non-controlling interests due allocation of income and expenses
Effect non-controlling interests due allocation of reserves
1,241
2,754
(72)
5,982
1,169
8,736
892
1,875
1,474
3,942
2,366
5,817
EFFECT ON NON-CONTROLLING INTEREST (Liability increase) (3,023) (6,650) (9,673) (2,586) (5,445) (8,031)
TOTAL EFFECT ON TRANSLATION DIFFERENCES (Liabilities increase)
TOTAL EFFECT ON INCOME AND EXPENSES (Expense)
(Note 18) (16,379)
2,898
(29,310)
(169)
(45,689)
223
(12,518)
2,176
(26,414)
3,693
(38,932)
5,869
EFFECT ON RESERVES (Liabilities decrease/losses from previous years) 6,429 13,961 20,390 4,240 10,834 15,074
Thousands of euros
31-12-2022
TURKEY Beyçelik Beyçelik Beyçelik
Gestamp Otomotive Gestamp
Teknoloji
Çelik Form Gestamp Sasi
Sanayi, A.S Kalip, A.S Otomotiv, A.S. Otomotive, L.S Total
Property, plant and equipment (Note 11) (077)
37,007
(138)
3,306
(128)
4,463
(113)
21,920
66,696
Intangible assets
Accounts receivable by stage of completion, tools
(Note 10.b)) 2,047
3,668
274
67
-
1,348
-
3,183
2,321
8,266
Trade payables (Tooling)
Deferred tax assets
(4,681)
-
(9,780)
-
(807)
-
(2,945)
-
(18,213)
0
Other current assets 1,675 - - 4,219 5,894
Deferred tax liabilities
EFFECT NON-MONETARY ASSETS AND LIABILITIES (Assets increase)
(4,758)
34,958
(750)
(6,883)
(908)
4,096
(4,825)
21,552
(11,241)
53,723
Revenue (6,531) (16,050) 215 (3,667) (26,033)
Thousands of euros
TURKEY 31-12-2022
Beyçelik Beyçelik
Gestamp
Beyçelik
Gestamp Sasi
Gestamp Otomotive Teknoloji Çelik Form
Sanayi, A.S Kalip, A.S Otomotiv, A.S. Otomotive, L.S Total
(077) (138) (128) (113)
Property, plant and equipment (Note 11) 37,007 3,306 4,463 21,920 66,696
Intangible assets (Note 10.b)) 2,047 274 - - 2,321
Accounts receivable by stage of completion, tools 3,668 67 1,348 3,183 8,266
Trade payables (Tooling) (4,681) (9,780) (807) (2,945) (18,213)
Deferred tax assets - - - - 0
Other current assets 1,675 - - 4,219 5,894
Deferred tax liabilities (4,758) (750) (908) (4,825) (11,241)
EFFECT NON-MONETARY ASSETS AND LIABILITIES (Assets increase) 34,958 (6,883) 4,096 21,552 53,723
Revenue (6,531) (16,050) 215 (3,667) (26,033)
Cost of materials used 9,087 14,242 429 5,821 29,579
Personnel expenses (3,789) (679) (531) (1,708) (6,707)
Other operating expenses
EFFECT ON EBITDA
(1,909)
(3,142)
470
(2,017)
(199)
(86)
(1,270)
(824)
(2,908)
(6,069)
Depreciation and amortisation and impairment 4,069 446 664 2,678 7,857
Finance income 210 (518) 1 - (307)
Finance expenses 69 263 (6) (13) 313
Exchange gains (losses) (318) (133) 23 (398) (826)
Income tax 787 464 531 3,026 4,808
Result of exposure to inflation 2,529 10,624 (264) (11,214) 1,675
EFFECT ON RESULTS FOR THE YEAR 4,204 9,129 863 (6,745) 7,451
EFFECT ON RESERVES (Losses from previous years) - - - - -
PRIOR EFFECT ON TRANSLATION DIFFERENCES (Liabilities increase) (39,162) (2,246) (4,959) (14,807) (61,174)
Effect non-controlling interests due allocation of translation differences (19,581) (1,123) (2,480) (7,404) (30,587)
Effect non-controlling interests due allocation of income and expenses 2,102 4,565 432 (3,373) 3,726
Effect non-controlling interests due allocation of reserves - - - - -
(17,479) 3,442 (2,048) (10,776) (26,862)
EFFECT ON NON-CONTROLLING INTEREST (Liability increase)
(19,581) (1,123) (2,480) (7,404) (30,587)
TOTAL EFFECT ON TRANSLATION DIFFERENCES (Liabilities increase) (Note 18) 4,565 432 (3,373) 3,726
TOTAL EFFECT ON INCOME AND EXPENSES (Expense) 2,102

4.6 Alternative performance measures

Together with the indicators given in the IFRS, the Group uses a set of alternative management indicators, since it considers that they help in the decision-making process and economic-financial situation and are widely used by investors, financial analysts and other stakeholders. These indicators are not defined by IFRS and thus may not be directly comparable with other similar indicators used by other companies.

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization)

EBITDA is an alternative management indicator because it provides useful information regarding the plants' ability to generate operating results (before financial expenses, taxes and amortisation), segments and the Group as a whole, and it is one of the indicators used by lenders to measure our financial capacity, on comparing it with debt.

EBITDA represents the operating profit before depreciation, amortisation and impairment losses. It is calculated as the difference between two aggregates defined under IFRS, without performing any adjustments thereto.

Thousands of euros
2022 2021
Operating profit 539,686 413,467
Depreciation, amortisation, and impairment losses 669,846 584,130
EBITDA 1,209,532 997,597
The calculation of EBITDA at 31 December 2022 and 31 December 2021 is as follows:
Thousands of euros
2022
Operating profit
2021
539,686
413,467
Depreciation, amortisation, and impairment losses 669,846 584,130
EBITDA 1,209,532
997,597
applies from 1 January 2019, would be 1,117,151 thousand euros and 912,612 thousand euros,
The calculation of EBITDA at 31 December 2022 and 31 December 2021, based on the information
contained in the Consolidated Statement of Cash Flows was as follows:
Thousands of euros
2022 2021
Profit before taxes 391,455 277,712
Adjustments to profit Depreciation, amortisation and impairment of intangible assets and PP&E 818,077
669,846
719,885
584,130
Financial income (16,064) (10,799)
Financial expenses 162,763 153,245
Exchange rate differences 5,042 (3,385)
Share of profit/(loss) from associates - equity method (2,951) (1,335)
Impairment and gain (loss) from disposal of financial instruments - (10)
Result of exposure to inflation (559) (1,961)

EBIT (Earnings Before Interest and Taxes)

EBIT is the Operating Profit. It is calculated before financial expenses and taxes.

CAPEX

The Group uses the CAPEX as an alternative management indicator, since it provides significant information on the investment decisions performed by the Group, and it is also related with the financing of operations. 2022 2021

CAPEX is calculated by adding the additions to Other intangible assets and to Property, plant and equipment.

CAPEX at 31 December 2022 and 31 December 2021 is as follows (Notes 10.b) and 11):

The Group uses the CAPEX as an alternative management indicator, since it provides significant
information on the investment decisions performed by the Group, and it is also related with the
CAPEX is calculated by adding the additions to Other intangible assets and to Property, plant and
Thousands of euros
2022
2021
Additions to Other intangible assets
102,547
95,390
Additions to Property, plant and equipment
695,979
435,850
798,526
531,240
Net Financial Debt provides useful information with regard to the level of debt held by the Group

Net Financial Debt

Net Financial Debt provides useful information with regard to the level of debt held by the Group related with compliance with financial obligations ("covenants"), and the changes therein relate to cash generation before lending transactions more directly than the changes in gross debt.

The calculation of the Net Financial Debt at 31 December 2022 and 31 December 2021 is as follows (Note 22):

Thousands of euros
798,526 531,240
Thousands of euros
2022 2021
Interest-bearing loans and borrowings and debt issues 2,828,953
Net Financial Debt provides useful information with regard to the level of debt held by the Group
related with compliance with financial obligations ("covenants"), and the changes therein relate to
cash generation before lending transactions more directly than the changes in gross debt.
The calculation of the Net Financial Debt at 31 December 2022 and 31 December 2021 is as follows
Finance lease
482,634 2,835,606
446,251
Borrowings from related parties
Other borrowings
129,036
504,333
129,015
400,810
Gross Financial Debt (Note 23 and Note 4.4) 3,944,956 3,811,682
Current financial assets (104,621)
Cash and cash equivalents (1,695,101)
Subtotal
(1,799,722)
(65,052)
(1,480,238)
(1,545,290)

The proforma net financial debt as at 31 December 2022 and 31 December 2021, without the impact of the application of IFRS 16, would be 1,705,532 thousand euros and 1,868,110 thousand euros, respectively.

Nota 5. Changes in accounting policies

a) Standards and interpretations adopted by the European Union and applied for the first time this year

The accounting policies used in preparing these Consolidated Financial Statements are the same as those applied in the previous year, except for the following amendments applicable to the Group that entered into force for the first time in this period:

Amendments to IAS 16 Property, Plant and Equipment: Proceeds before intended use

These amendments, issued by the IASB in May 2020, prohibit the deduction from the acquisition cost of assets proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by Management. Instead, these amounts will be recorded in the income statement.

The Group saw no any significant impact from these changes.

Amendments to IAS 37 – Cost of fulfilling a contract

These amendments, issued by the IASB in May 2020, detail the costs that entities should include when assessing whether a contract is onerous or loss-making. The amendments propose a "direct cost approach". The costs related directly with a contract to deliver goods or provide services include both the incremental costs and an allocation of those directly related with the contract. The administrative and general costs are not directly attributable to a contract; hence they are excluded from the calculation unless they can be explicitly passed on to the counterparty in line with the contract.

The Group saw no any significant impact from these changes.

2018-2020 annual improvements

Amendments to these standards have been issued as part of the 2018-2020 annual improvements:

o IFRS 9 Financial Instruments: clarifies the fees that an entity includes when assessing whether the terms of a new or amended financial liability are materially different from those of the original financial liability. In determining fees paid net of fees received, a borrower includes only fees paid or received between the borrower and the lender, including fees paid or received by either on behalf of the other.

The Group saw no any significant impact from these changes.

b) Standards and interpretations issued by the IASB, but not applicable in this year

The Group intends to adopt standards, interpretations and amendments to standards issued by the IASB that are not mandatory in the European Union when they become effective, if they are applicable to its transactions. Although the Group estimates that their initial implementation will not have a significant effect, it is currently analysing its impact. These changes correspond to the following standards, interpretations or amendments:

Mandatory application: years
Standard, interpretation or amendment beginning from

IAS 1 Presentation of Financial Statements: Classification of liabilities as
current or non-current
1 January 2023
Disclosure of Accounting Policies (Amendments to IAS 1 and to IFRS Practice
Statement 2)
1 January 2023
Definition of Accounting Estimates (Amendments to IAS 8) 1 January 2023
Deferred Tax related to Assets and Liabilities arising from a Single
Transaction —Amendments to IAS 12
1 January 2023
Amendments to IAS 1 Presentation of Financial Statements: classification of
financial liabilities as current or non-current
1 January 2024

Nota 6. Summary of significant accounting policies

6.1 Foreign currency transactions

Functional and presentation currency

Line items included in the financial statements of each entity are valued using the functional currency of the primary economic environment in which it operates.

The Consolidated Financial Statements are presented in thousands of euros, and the Euro is the Group's presentation currency and the functional currency of the Parent Company.

Transactions in foreign currency other than the functional currency of each company

Transactions in foreign currencies different to the functional currency of each company are translated to the Group's functional currency at the exchange rate prevailing at the date of the transaction. Exchange gains and losses arising on the settlement of these transactions or on translating foreign currency denominated monetary assets and liabilities at closing rates are recognised in the Consolidated Income Statement.

6.2 Property, plant and equipment

Property, plant and equipment is carried at either acquisition, transition cost to IFRS (1 January 2007), or production cost, including all the costs and expenses directly related with assets acquired until ready for use, less accumulated depreciation and any impairment losses. Land is not depreciated and is presented net of any impairment charges.

Acquisition cost includes:

  • Purchase price.
  • Settlement discounts that reduce the value of the asset.
  • Directly attributable costs incurred to ready the asset for use.

Prior to the date of transition to international accounting standards (1 January 2007), certain Group companies remeasured certain tangible assets under various legal provisions (RDL 7/1996; Norma foral del Gobierno vasco 6/1996 and various international legal provisions), the amount of these remeasurements being considered as part of the cost of the assets in accordance with IAS 1.

At the date of transition to EU-IFRS (1 January 2007), all property, plant and equipment was measured at fair value at that date on the basis of a report by an independent expert, which led to a revaluation of the Group's assets (Note 11).

The carrying value of Property plant, and equipment acquired by means of a business combination is measured at its fair value, determined by an independent expert at the moment of its incorporation into the Group (Note 6.3).

Specific spare parts: certain major parts of some items of Property, plant and equipment may require replacement at irregular intervals. The cost of these parts is capitalised when the part is replaced and depreciated over their estimated useful lives. The net carrying amount of replaced parts is retired with a charge to income when the replacement occurs.

Ordinary repair or maintenance work is not capitalised.

An item of Property, plant and equipment is retired upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on retirement of the asset (calculated as the difference between the net disposal proceeds and the net carrying amount of the asset) is included in the Consolidated Income Statement in the year in which the asset is retired.

As permitted under IAS 23, borrowing costs directly attributable to the acquisition or development of a qualifying asset - an asset that takes a substantial period to be ready for its intended use - are capitalised as part of the cost of the respective assets. The amount of these capitalised finance costs is not significant. 2022 2021

Annual depreciation is calculated using the straight-line method based on the estimated useful lives of the various assets.

An item of Property, plant and equipment is retired upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss arising on retirement of the asset (calculated as
the difference between the net disposal proceeds and the net carrying amount of the asset) is included
As permitted under IAS 23, borrowing costs directly attributable to the acquisition or development of
a qualifying asset - an asset that takes a substantial period to be ready for its intended use - are
capitalised as part of the cost of the respective assets. The amount of these capitalised finance costs
Annual depreciation is calculated using the straight-line method based on the estimated useful lives of
Estimated useful life (years)
2022 2021
Buildings 17 to 35 17 to 35
Plant and machinery 3 to 20 3 to 20
Other plant, tools and furniture 2 to 10 2 to 10
Other PP&E items 4 to 10 4 to 10
The estimated assets' useful lives are reviewed at each financial year end, and adjusted prospectively

The estimated useful lives of the various asset categories are:

The estimated assets' useful lives are reviewed at each financial year end, and adjusted prospectively if revised expectations differ significantly from previous estimates.

No significant residual values at the end of useful lives are expected.

When the net carrying amount of an individual item from Property, plant and equipment is higher than their recoverable value, impairment is considered and the value of the item is decreased to the recoverable value.

6.3 Business combinations and consolidation goodwill

Business combinations

Business combinations are accounted for using the acquisition method. The acquisition cost is the sum of the total consideration transferred, measured at fair value at the acquisition date, and the amount of non-controlling interest of the acquired company, if any.

For each business combination, the Group measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets.

Acquisition costs incurred are registered under the heading Other operating expenses in the Consolidated Income Statement.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. This includes the separation of the implicit derivatives of the main contracts of the acquired company.

Consolidation goodwill

Goodwill acquired in a business combination is initially measured, at the time of acquisition, at cost, that is, the excess of the total consideration paid for the business combination over the Parent Company's interest in the net fair value of the identifiable assets, liabilities, and contingent liabilities of the acquired business.

For companies whose functional currency is different from the presentation currency, the value of the goodwill recognised is updated using the rate of exchange prevailing at the Consolidated Balance Sheet date, recognising in Translation differences the differences between beginning and ending balances, according to IAS 21, considered to be belonging to the acquired business assets.

If the Parent Company's interest in the net fair value of the identifiable acquired assets, assumed liabilities, and contingent liabilities exceeds the cost of the business combination, the Parent Company reconsiders the identification and measurement of the assets, liabilities, and contingent liabilities of the acquired company, as well as the measurement of the cost of the business combination (even nonmonetary) and recognises any excess that continues to exist after this reconsideration in the Consolidated Income Statement.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units or groups of Cash-Generating Units (Note 6.7) expected to benefit from the business combination's synergies, irrespective of any other Group assets or liabilities assigned to those units or groups of units.

Impairment is determined by assessing the recoverable amount of the Cash-Generating Unit or groups of Cash-Generating Units to which the goodwill relates. If the recoverable amount of the Cash-Generating Unit or Group of Cash-Generating Units is less than the carrying amount, the Group recognizes an impairment loss (Note 6.7).

6.4 Investments in associates

The Group has equity interests in associates, which are companies over which the Group has significant influence.

The Group records its interest in associates using the equity method.

According to this method, the investment in an associate is initially recorded at cost. From the acquisition date on, the carrying amount of the investment is adjusted to reflect the changes of the investor's share of the net assets of the associate. The goodwill related to the associate is included in the carrying amount of the investment and it is not amortised and no related impairment test is performed.

The share of the Group in profits of the associate's operations is reflected in the Consolidated Income Statement. When there has been a change recognised directly in equity by the associate, the Group recognises its share of this change, when applicable, in the Statement of Changes in Equity. Nonrealised gains or losses resulting from transactions between the Group and the associate corresponding to the share of the Group in the associate are eliminated.

The share of the Group in profits of the associate is reflected directly in the Consolidated Income Statement and it represents profit after taxes and non-controlling interests existing in subsidiaries of the associate.

The financial statements of the associate are prepared for the same period as the Group; the required adjustments and reclassifications have been made in consolidation in order to harmonise the policies and methods used by the Group.

After using the equity method, the Group decides if impairment losses on the investment in the associate have to be recognised. At the closing date the Group considers if there are evidences of impairment of the investment in the associate. If this is the case, the Group calculates the amount of the impairment loss as the difference between the recoverable amount of the associate and its carrying amount and recognises this amount under the heading Share in profit or loss of companies accounted for using the equity method in the Consolidated Income Statement.

When the significant influence of the Group in the associate ceases, the Group recognises the investment at its fair value. Any difference between the carrying amount of the associate at the moment of loss of significant influence and the fair value of the investment plus the income for sale, is recognised in the Consolidated Income Statement.

6.5 Other intangible assets

Other intangible assets acquired by the Group are measured at cost less accumulated amortization and any accumulated impairment losses.

An intangible asset is recognised only if it is probable that it will generate future benefits for the Group and that its cost can be reliably measured.

Research and development costs Research costs are expensed as incurred.

Development expenditure is capitalised when the Group can demonstrate:

  • The technical feasibility of completing the intangible asset so that it will be available for use or sale.
  • Its intention to complete and its ability to use or sell the resulting asset.
  • Its ability to use or sell the intangible asset.
  • The economic and commercial profitability of the project is reasonably ensured.
  • The availability of adequate technical and financial resources to complete and to use or sell the resulting asset.
  • Its ability to measure reliably the expenditure during development.

Capitalised development expenses are amortised on a straight-line basis, over the period in which it is expected to obtain income or profits from the aforementioned project, which does not exceed 6 years.

At 31 December 2022 and 31 December 2021, no intangible assets corresponding to development expenses had been capitalised more than one year prior (with respect to those dates) and that had not begun to be amortised on those dates.

Concessions, patents, licences, trademarks, et al.

These intangible assets are initially measured at acquisition cost. They are assessed as having a finite useful life and are accordingly carried at cost net of accumulated amortization. Amortization is calculated using the straight-line method, based on the estimated useful life, in all instances less than 5 years; except the GESTAMP brand which is considered an asset of indefinite useful life.

Software

Software is measured at acquisition cost.

Software acquired from third parties, recognised as assets, is amortised over its estimated useful life, which does not exceed 5 years.

IT maintenance costs are expensed as incurred.

6.6 Financial assets

Following the IFRS 9's criteria, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

Debt financial asset instruments are subsequently measured at fair value through profit or loss (FVPL), amortised cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: the Group's business model for managing the assets; and whether the instruments' contractual cash flows represent 'solely payments of principal and interest' on the principal amount outstanding (the "SPPI criterion").

The new classification and measurement of the IFRS 9 is as follows:

  • instruments at amortised cost for financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion.
  • instruments at FVOCI, with gains or losses recycled to profit or loss on derecognition.

The Group's financial instruments included in non-current financial assets, trade and other receivables, other current assets and current financial investments are recognised at amortised cost, taking into account the business model and the evaluation of the SPPI.

Investments accounted for using the equity method

Investments in associates or joint ventures, companies in which the Group has significant influence, are accounted for using the equity method (Note 6.4).

Derecognition of financial instruments

The Group retires a transferred financial asset from the Consolidated Balance Sheet when it has transferred in full its rights to receive cash flows from the asset or, retaining these rights, when the Group has assumed a contractual obligation to pay the cash flows to the transferees, and the Group has transferred substantially all the risks and rewards of ownership of the asset.

If the entity has retained substantially all the risks and rewards of ownership of the transferred asset, the entity does not retire the transferred asset from its balance sheet and recognises a financial liability for the consideration received. This financial liability is subsequently measured at amortised cost. The transferred financial asset continues to be measured using the same criteria as prior to the transfer. In subsequent periods, the Group recognises any income on the transferred financial asset and any expense incurred on the financial liability in the Consolidated Income Statement.

6.7 Impairment losses

Impairment of non-financial assets

The Group assesses at each reporting date whether there is any indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount as either the group of assets' or cash-generating unit's fair value less costs to sell, or its value in use, whichever is higher.

The indicators of impairment are analysed at two levels. One, at the level of the Group's CGUs and the other for the corporate development expense intangible assets (R&D projects). It is considered that a CGU has signs of impairment if it is observed that its level of profitability is significantly below the average return of the segment and of the Group for an on-going period. Other qualitative factors that may affect the CGU are also considered. In the case of the R&D Projects, a significant variation in actual income with regard to expected income in the business plans estimated at the start of the project represent a sign of impairment.

A cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash inflows from other assets. The smallest identifiable group of assets designated are the operating plants or the individual companies. However, there are specific cases in which the CGU does not correspond directly to the plants for various reasons, because the trading company groups together several plants that are close to each other or managed as a unit (France, UK, Brazil), or because at a country level there is significant operational integration (Mexico, USA).

When the carrying amount of a group of assets or CGU exceeds its recoverable amount, an impairment loss is recognised and its carrying amount is decreased to its recoverable amount.

Impairment losses with respect to CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating units and, then, to proportionally reduce the carrying amount of the assets of the CGU unless, based on a review of the individual assets, it is considered that their fair value less costs to sell is higher than their carrying amount.

When assessing value in use, estimated future cash-flows are discounted at present value by using a pre-tax discount rate that reflects current market valuations of money and risks of the asset. For calculating the fair value of the asset less costs to sell, recent transactions are considered and if they cannot be identified, a proper valuation method is used. These calculations are based on several considerations, market prices and other available indicators of the fair value.

The calculation of impairment is based on detailed budgets and previsions individually prepared for each CGU to which the asset is allocated. These budgets are, to a significant extent, drawn up on the basis of external sources from consultants on vehicle production and sales. The forecasts cover a fiveyear period and after that it applies a long-term growth rate using for estimating future cash-flows.

The impairment losses from continued operations, including impairment of inventories, are registered in the Consolidated Income Statement in the expense headings related to the function of the impaired asset.

For all assets except goodwill, an assessment is made every year to see if there is evidence that the impairment registered in previous years has been reduced or has disappeared. In such case, the Group estimates the recoverable value of the asset or the CGU.

An impairment loss recognised in previous years is reversed against the Consolidated Income Statement, if there has been a change in the assumptions used to determine the asset's recoverable amount. The restated recoverable amount of the asset cannot exceed the carrying amount that would have been determined had no impairment loss been recognised.

The following assets present specific characteristics when assessing their impairment:

Consolidated Goodwill

Goodwill is tested for impairment at year-end when circumstances indicate that the carrying amount may be impaired.

The impairment test for the goodwill assesses the recoverable value of each CGU allocated to it. If the recoverable value of the CGU is lower than its carrying amount, an impairment loss is registered.

Goodwill impairment losses cannot be reversed in future periods.

Intangible assets

At year-end an impairment test is performed on intangible assets with indefinite useful lives, both at the individual level and at the CGU level, as appropriate, and when circumstances indicate that the carrying amount may be impaired.

Impairment of financial assets

The reduction in the fair value of financial assets that has been recognised directly in equity when there is objective evidence of impairment must be recognised in the Consolidated Income Statement for the year. The cumulative loss recognised in the Consolidated Income Statement is measured as the difference between the acquisition cost and current fair value.

Once an equity investment has been impaired, any increase in value is registered in "Other comprehensive income" with no effect on the profit or loss for the year.

In the case of debt instruments classified, if the fair value of an impaired debt instrument subsequently increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the Consolidated Income Statement, the impairment loss can be reversed through the Consolidated Income Statement.

The recoverable amount of held-to-maturity investments and loans and receivables carried at amortised cost is calculated as the present value of the expected future cash flows discounted at the original effective interest rate. The carrying amount of the asset will be reduced through the provision account. The amount of the loss is recognised in the Consolidated Income Statement for the year. Current investments are not discounted to present value.

Impairment losses on loans and receivables carried at amortised cost are reversed if the subsequent increase in the recoverable amount can be objectively related to an event occurring after the impairment loss was recognised.

6.8 Assets and liabilities held for sale and discontinued operations

Assets and liabilities included in a disposal group whose recovery is expected through sale and not through continued use are included in this category. These assets are valued at lower cost between carrying amount and fair value less costs for sale.

Discontinued operations are reflected in the Consolidated Income Statement separately from the revenue and expenses from continued operations. They are reflected in a line as profit after taxes from discontinued operations.

At 31 December 2022 and 31 December 2021, no assets or liabilities were recognised under this heading or profits/losses from discontinued operations.

6.9 Trade and other receivables

Accounts receivable from customers are measured in the accompanying Consolidated Balance Sheet at their nominal value.

Discounted bills pending maturity at year-end are included in the accompanying Consolidated Balance Sheet under "Trade receivables for sales and services," with a balancing entry in "Interest-bearing loans and borrowings". The balances transferred to banks as Non-Recourse Factoring reduce these trade receivables, since all risks related to them, including bad and past-due debt risks, have been transferred to the bank (Note 15.a)).

The Group recognises impairment allowances in order to cover the expected loss model.

6.10 Inventories

Inventories are valued at the lower of acquisition or production cost and net realisable value.

Cost includes all expenses derived from the acquisition and transformation of inventories, including any other expenses incurred to bring them to their present condition and location.

Inventories have been valued using the average weighted cost method.

When inventories are deemed impaired, their initially recognized value is written down to net realizable value (selling price less estimated costs of completion and sale).

6.11 Revenue recognition and assets from contracts with customers

Recognition of revenue from customer contracts

The Company earns its revenue primarily from the sale of welded and stamped parts, as well as the construction of toolings. These goods and services are delivered to customers over time and not necessarily together.

The policy of recognising the Group's income is determined by the five-stage model proposed by IFRS 15 Revenue from Contracts with Customers.

Identification of the contract with the customer

The Group's contracts are normally supply agreements for an unspecified number of orders and thus the term of each contract depends on the orders received.

The contracts are identified with the orders received from the customer, since this is when rights and obligations are created between both parties to produce the parts or build the tools.

Identification of the performance obligations

Given that control of manufactured tools is transferred to the customer, the tools are considered contract's goods and services. Manufacturing of the tools as well as the parts necessary to ensure their correct operation is a single performance obligation.

Once the tools are manufactured, each part requested by a customer corresponds to a separate performance obligation and thus, for practical purposes, they are not considered a series, given the short duration of the orders and the little time needed to produce the parts.

Taking into account the just in time production model with customers, at year-end, there were no significant performance obligations pending execution in relation to parts.

Determination of the price of the transaction and its allocation to the performance obligations

The price agreed in the orders represents the independent sales price of the goods and services being transferred in the contracts. The Group negotiates concessions or incentives that are discounted from expected future revenue despite the fact that the number of parts ordered with each contract is not known. Some orders have variable consideration for the reviews of prices under negotiation, which are estimated based on the expected probability method and, where appropriate, they would be limited to the amount that is highly unlikely to be reversed in the future.

On certain occasions, advance payments of future discounts are applicable to the agreement, which are normally paid at the beginning of the project to the customer. This payment complies with the definition of the asset, to the extent that the associated contracts (resource criteria controlled by the company) are going to generate profit (probability criteria). Once the manufacture of the tools has been completed and the parts manufacturing phase has commenced, it is highly unlikely that the customer will cancel the project and choose another supplier, because it would mean a significant delay in its production and therefore it is probable that profit will be generated. Furthermore, it is highly probable that the payment will be recovered through sales of future parts and it is probable that economic benefits will be generated.

This payment is normally associated with the parts supply agreement to the customer, which will determine the time criteria to transfer the asset to results for the advance payment.

The accounting treatment afforded is to recognise this asset for the payment made early and to transfer it to results as reduced income when the goods and services expected in the agreement are delivered, that it, for the number of parts supplied to the customer. Given that the agreement term with the customer normally exceeds one year and the payment is made at the beginning of the project, the amount paid reflects the current net value of the asset to be recognised, hence, in subsequent periods, the corresponding finance income must accrue.

Recognition of income

As the parts are made, goods are created that have no alternative use and the related orders generate rights and obligations wherein control of the parts is transferred to the customer.

Since the control of tools and parts is transferred over time, progress is measured using the stage-ofcompletion method. The method that best represents the progress of the Group's activities is costs incurred as a percentage of total estimated costs. If the results of a contract cannot be reliably estimated, revenue is recognised only to the extent that the expenses recognised are recoverable.

Based on historical experience and the Group's current estimates, except in extraordinary circumstances, no losses will be generated upon final settlement of the manufacturing contracts for tools under construction. Exceptionally, should it be deemed likely that costs will not be recovered, an onerous contract provision would be recognised.

Other aspects of the income recognition policy

There are no incremental direct costs for obtaining contracts. Performance obligations representing a guarantee do not exist either.

A residual part of income corresponds to access licences (royalties). They are recognised in line with the accrual principle.

Assets from contracts with customers

Customer advances corresponding to tooling construction contracts reflect billing milestones and not necessarily the stage of completion of the tooling construction. Assets from contracts with customers includes the balancing entry for income recognised according to the stage of completion method for which the customer was not invoiced, deducting the customer advances received. These Assets from contracts with customers are presented at contract level with a customer.

Interest, royalties and dividends

Interest revenue is recognized as interest accrues taking into account the effective return of the asset (using the effective interest method, i.e., the rate that makes discounted future cash receipts through the expected life of the financial instrument equal to the initial carrying amount of the asset).

Dividends received from associates, integrated by the equity method, are recognised in results on an accrual basis.

6.12 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with short-term, highly liquid investments that are subject to an insignificant risk of changes in value. An investment is considered a cash equivalent when it has a maturity of three months or less from the date of acquisition or establishment.

6.13 Government grants

Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all attached conditions will be complied with.

Grants related to assets are recognised as Deferred Income in the Consolidated Balance Sheet at the amount granted. The grant will be recognised in the Consolidated Income Statement as the subsidised asset is amortised.

Grants received are presented as a reduction of the related expenditure.

The nature and characteristics of the grants received are described in Note 20.

6.14 Financial liabilities (trade and other payables and borrowings)

Financial liabilities are initially recognised at fair value, net of transaction costs, except financial liabilities at fair value through consolidated profit and loss. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost, measured as the difference between their cost and redemption value, using the effective interest rate method.

Liabilities maturing in less than 12 months from the Consolidated Balance Sheet date are classified as current, while those with longer maturity periods are classified as non-current.

A financial liability is retired when the obligation under the liability is discharged or cancelled or expires.

The Group carries out financial transactions in which the payment to the supplier is deferred due to the transfer of the management of the payment to a financial institution. In these cases, the Group derecognises the liability to the supplier in order to recognise a financial liability ("other short-term borrowings"). Therefore, suppliers do not include items subject to financing transactions with third parties.

6.15 Provisions and contingent liabilities

Provisions are recognised when the Group has a current obligation (legal or constructive) arising as a result of a past event and it is probable that the Group will have to dispose of resources as required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

Provisions are reviewed at each Consolidated Balance Sheet closing date and are adjusted to reflect the current best estimate of the liability.

Provisions for personnel restructuring are recorded for the expenses necessarily incurred in restructuring and for those not associated with the entity's normal activities.

Provisions for personnel restructuring are only recognised when there is a formal plan that identifies:

  • the affected business;
  • the main locations affected;
  • the employees to receive redundancy payments;
  • the outlays to be incurred;
  • when it will be implemented;

and it is also necessary that a real expectation has been generated that the restructuring will be carried out and that those affected have been informed.

The provisions are determined by discounting expected future cash outlays using the pre-tax market rate and, where appropriate, the risks specific to the liability. This method is only applied if the effects are significant. When discounting is used, the increase in the provision due to the passage of time is recognised as a financial expense.

Contingent liabilities are potential obligations that arise from past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the control of the Group, as well as present obligations arising from past events, the amount of which cannot be reliably estimated or whose settlement may not require an outflow of resources. These contingent liabilities are only subject to disclosure and are not accounted for.

6.16 Employee benefits

The Group has assumed pension commitments for some companies located in Germany and France.

The Group classifies its pension commitments depending on their nature in defined contribution plans and defined benefit plans. Defined contribution plans are post-employment benefit plans under which the company pays fixed contributions into a separate entity (insurance company or pension plan), and will have no legal or constructive obligation to pay further contributions if the separate company does not carry out its assumed commitments. Defined benefit plans are post-employments benefit plans other than defined contribution plans.

Defined contribution plans

The Group carries out predetermined contributions into a separate entity (insurance company or pension plan), and will have no legal or implicit obligation to pay further contributions if the separate company does not have enough assets to attend employee benefits related to their services rendered in current and previous years.

The contributions made to defined contribution plans are recognised in profit and loss according to the accrual principle.

The amount posted in the Consolidated Income Statement was 2,259 thousand euros at 31 December 2022 (2,459 thousand euros at 31 December 2021) (Note 27.b)). This figure corresponds to contributions made in the United Kingdom.

Defined benefit plans

For defined benefit plans, the cost of providing these benefits is determined separately for each plan using the projected unit credit method. The actuarial gains and losses are recognised in Other Comprehensive Income when incurred. In subsequent years, these actuarial gains and losses are registered as equity, and are not reclassified to profit and loss.

The amounts to be recognised in profit and loss are:

  • Current service cost.
  • Any past service cost and gains or losses upon payment.
  • Net interest on the net defined benefit liability (asset), which is determined by applying the discount rate to the net defined benefit liability (asset).

The past service costs will be recognised as expenses at the earlier of the following dates (i) in the period when the plan is amended or curtailment occurs (ii) when the Group recognises related restructuring costs or benefits of termination.

The defined benefit liability (asset) is the deficit or surplus, adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.

The rate used to discount post-employment benefit obligations shall be determined by reference to market yields at the end of the reporting period on high quality corporate bonds.

The deficit or surplus is:

    1. The present value of the defined benefit obligation.
    1. Less the fair value of plan assets with which obligations are directly cancelled.

Plan assets comprise assets held by a long-term employee benefit fund, and qualifying insurance policies. These assets are not available to the reporting entity´s own creditors and cannot be returned to the reporting entity. Fair value is based on market price and in case of stock market values, it corresponds to published prices.

There are defined benefit schemes in Germany and France.

Indemnities

Indemnities to pay to employees dismissed through no fault of their own are calculated based on years of service. Any expenses incurred for indemnities are charged to the Consolidated Income Statement as soon as they are known.

6.17 Leases

In accordance with IFRS 16, the Group records lease transactions as follows:

Rights of use

The Group recognises rights of use at the commencement of the lease, i.e. the date on which the underlying asset is available for use. The rights of use are measured at cost, less accumulated amortisation and impairment losses, and they are adjusted due to any changes in the measurement of the associated lease liabilities. The initial cost of the rights of use includes the amount of the lease liabilities recognised, the initial direct costs and the lease payments made prior to the start of the lease. The incentives received are discounted at the initial cost. Unless the Group is reasonably certain of obtaining the ownership of the leased asset at the end of the lease period, the rights of use are amortised on a straight-line basis at the lower of the estimated useful life and the lease term. Rights of use are subject to the impairment analysis.

Lease liabilities

At the start of the lease, the Group recognises lease liabilities for the current value of the lease payments made during the lease period. Lease payments include fixed payments (including fixed payments in essence), less lease incentives, variable payments that depend on an index or a rate and the amounts expected to be paid to guarantee the residual value. Lease payments also include the exercise price of a purchase option if the Group has reasonable certainty that it will exercise such option and pay penalties to terminate the lease, if the lease term reflects the exercise by the Group of the option to terminate the lease. Variable lease payments that do not depend on an index or rate are recognised as expenses in the period in which the event or condition occurs triggering the payment.

When the present value of lease payments is calculated, the Group uses the incremental interest rate at the start of the lease if the implicit interest rate in the lease cannot be determined easily. After the commencement date, the amount of the lease liabilities is increased to reflect cumulative interest and it is reduced as a result of the lease payments made. Furthermore, the lease liability will be measured again in the event of a modification, a change in the lease term, a change in lease payments fixed in essence or a change in the assessment to purchase the underlying asset. The liability is also increased in the event of a change in future lease payments arising from a change in the index or rate used to determine these payments.

Short-term leases and leases of low value assets

The Group applies the exemption from recognising the short-term lease to its machinery and equipment leases that have a lease term of 12 month or less from the commencement date and that do not have a purchase option. It also applies the exemption from recognising low value assets to assets considered to have a low value. Lease payments in short-term leases and leases of low value assets are recognised as expenses on a straight-line basis during the lease period.

Criteria applied when determining the lease term for contracts with a renewal option.

The Group determines the lease period as the non-cancellable term of a lease, to which optional periods are added to extend the lease, if it is reasonably certain that such option will be exercised. It also includes the periods covered by the option to terminate the lease, if it is reasonably certain that such option will not be exercised.

The Group has the option, under some of its agreements, to lease assets for additional terms to the non-cancellable period. The Group is assessing whether it is reasonably certain that the option to renew will be exercised. That is, it considers all the pertinent factors that create an economic incentive to renew. After the commencement date, the Group re-assesses the lease term if there is a significant event or change in circumstances under its control affecting its ability to exercise or not exercise the renewal option. The Group includes the renewal period as part of the lease term for offices, factories and warehouses due to the importance of these assets for its operations.

6.18 Income tax

The income tax recognised in the Consolidated Income Statement includes current and deferred income tax.

The income tax expense is recognised in the Consolidated Income Statement except for current income tax relating to line items in equity, which is recognised in equity and not in the income statement.

Current tax expense

Current tax expense is the amount of income taxes payable in respect of the taxable profit for the year and is calculated based on net profit for the year before deducting tax expense (accounting profit), increased or decreased, as appropriate, by permanent and temporary differences between accounting and taxable profit as provided for in prevailing tax legislation.

Tax credits

The carry forwards of unused tax credits and tax losses are recognised as a reduction in tax expense in the year in which they are applied or offset, unless there is reasonable doubt as to their realisation, in which case they are not capitalised and are considered as a decrease in income tax expense in the year in which they are applied or offset.

Temporary differences

Deferred tax liabilities: a deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction which is not a business combination and which, at the time of the transaction, affects neither the accounting nor the fiscal result.

Deferred tax assets: a deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that is not a business combination and which, at the time of the transaction, affects neither the accounting nor the fiscal result.

6.19 Derivative financial instruments

The Parent Company has arranged cash flow (interest rate) hedges through entities that operate on organized markets. These instruments are used to hedge exposure to fluctuations in floating interest rates on a portion of the bank loans granted to the Parent Company and on a portion of expected future borrowings. In 2022, an active management process has been carried out relating to them.

These financial derivatives hedging cash flow are initially recognised in the Consolidated Balance Sheet at acquisition cost and, subsequently, any impairment loss allowances required are recognised to reflect their market value from time to time.

Any gains or losses arising from changes in the market value of derivative financial instruments in respect of the ineffective portion of an effective hedge are taken to the Consolidated Income Statement, while gains or losses on the effective portion are recognised in "Effective hedges" within "Retained earnings" with respect to cash flow hedges. The cumulative gain or loss recognised in equity is taken to the Consolidated Income Statement when the hedged item affects consolidated profit or loss or in the year of disposal of the item. The extension options are not recognised for accounting purposes as hedges; accordingly, the change in value is recognised directly in the Consolidated Financial Statements.

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

Hedges of net investments in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, shall be accounted for similarly to cash flow hedges.

The ineffective portion of the exchange differences of certain financial instruments are recognised in the Consolidated Income Statement and the effective portion in Translation differences (Consolidated Equity).

After cancellation of the debt instrument issued and considered hedge of net investment, the balance considered translation differences will stay in this heading until derecognition of the investment of the foreign operation. At the moment, the accumulated loss or gain in this heading is transferred to the Consolidated Income Statement.

Over the year, the Group has arranged short-term currency options to protect itself against depreciating currencies. Changes in fair value are recognised in the Consolidated Income Statement without being significant.

6.20 Related parties

The Group considers as related parties: direct and indirect shareholders, companies over which it has significant influence or joint control, such as companies accounted for using the equity method and its directors.

Companies not belonging to the Group but belonging to the major shareholder of the Parent Company, with control or significant influence, are also considered related parties.

6.21 Environment

Expenses relating to decontamination and restoration work in polluted areas, as well as the elimination of waste and other expenses incurred to comply with the environmental protection legislation, are registered in the year they are incurred, unless they correspond to the acquisition cost of assets to be used over an extended period. In this case, they are recognised in the corresponding heading under "Property, plant and equipment" and are depreciated using the same criteria described in Note 6.2.

Estimable amounts of contingent liabilities for environmental issues, if any, would be provisioned as a liability in the Consolidated Balance Sheet.

Nota 7. Significant accounting estimates and criteria

7.1 Significant estimates

The preparation of the accompanying Consolidated Financial Statements under IFRS requires management to make estimates and assumptions that affect the Consolidated Balance Sheet and the Consolidated Income Statement for the year. The estimates that have a significant impact are as follows:

Impairment of non-financial assets: calculation of recoverable value

The Group performs an impairment test for CGUs that have assets with indefinite useful lives, mainly goodwill, or for which indications of impairment are identified in property, plant and equipment. The calculation of recoverable value is based on the discounting of cash flows. These flows are obtained from the most conservative budget and business plan for the next five years and they do not include uncommitted restructuring activities or the significant future investments that will increase the output of the asset. To calculate the value at perpetuity, a standardised period with all future hypotheses deemed reasonable and recurrent in the future is used. The calculation of recoverable amount is very sensitive to assumptions and variables that are subject to estimation and calculation: EBITDA to sales ratio, discount rate and the growth rate used in the extrapolation.

The key assumptions used to calculate the recoverable amount of the Cash Generating Units, including their sensitivity analysis, are further detailed in Note 6.7, Note 10 and Note 11.

Recognition of income: variable considerations

As indicated in Note 6, some orders have variable consideration for price revisions under negotiation. To the extent that the transfer of control has already been made to the customer, but the review processes are not closed, the Group makes an estimate based on the expected probability method, to adjust the transaction price. This estimate uses the historical experience of past negotiations with each customer, as well as the forecast of reasonable scenarios.

Tax: recoverability of deferred tax assets

Deferred tax assets are recognised for negative tax bases and other unused tax incentives to the extent that it is probable that taxable profit will be available against which they can be utilised. The calculation of deferred tax assets to be recognised depends on significant estimates by Management regarding the reasonable recovery period and the future tax profits.

The Group does not register deferred tax assets in the following cases: negative tax bases to be offset from subsidiaries keeping a loss history, which cannot be used to offset future tax profits from other group companies and when there are no taxable temporary differences in the company.

Pension benefits

The cost of the defined benefit plans and other post-employment benefits and the present value of the pension obligations are determined according to actuarial valuations. The actuarial valuations imply assumptions that may differ from the real future events: discount rate, future salary increases, mortality rates and future pension increases. Since the valuation is complex and for the long-term, the calculation of the obligation for defined benefit plans is very sensitive to changes in those assumptions. All assumptions are revised at every closing date.

Note 22 contains a sensitivity analysis.

Amortisation: useful lives

The Group's production activity requires significant investments in property, plant and equipment. The useful life of PP&E is determined according to the expected use of the asset as well as the past experience of use and duration of similar assets. The estimate of useful life is sensitive to future changes in view of the long economic life of the Group's assets. This estimate is made on the basis of the Group's historical experience, technical information and the expected use of its assets.

With respect to the useful life of intangible assets that do not have a definite useful life, including capitalised expenses implementation, it has been calculated that, based on internal analyses, their useful life does not exceed 6 years and that their recovery is linear in accordance with the consumption pattern represented by the production of the operating plants.

7.2 Main accounting judgements

Also, as required by IFRS, accounting opinions have been made in applying these accounting principles. The accounting opinions formed with a significant impact are as follows:

Determination of cash-generating units

The calculation of the CGU requires the application of the opinion to identify the smallest group of assets that generates cash inflows. In general, the smallest group of assets that generates inflows on a stand-alone basis corresponds to the operating plants, which are usually an individual trading company. However, there are specific cases in which the CGU does not correspond directly to the plants for various reasons, because the trading company groups together several nearby plants that, owing to location synergies, are managed as a unit (France, UK, Brazil), or because at a country level there is significant operational integration (Mexico, USA, Argentina).

Assessment of gain of control in subsidiaries

According to IFRS 10, currently in force, Group Management assesses the existence of control of significant companies with 50% shareholdings, such as Beyçelik Gestamp Otomotive Sanayi, A.S., Gestamp Automotive India Private Ltd, Edscha Pha, Ltd. and Tuyauto Gestamp Morocco, S.A.

Regarding Beyçelik Gestamp Otomotive Sanayi, A.S., Edscha Pha, Ltd. and Tuyauto Gestamp Morocco, S.A. non-controlling interests are third parties external to the Gestamp Automoción Group and over whom the shareholders of the Parent Company have no control.

Although in these companies the members of the board of directors are elected on the basis of the percentage of ownership, it is considered that control over the companies is exercised taking into account the following facts and circumstances regarding the relevant activities:

    1. Car manufacturers require from their suppliers the capability to reach and maintain quality standards across a wide geographic presence in order to negotiate global supply.
    1. Accordingly, the most important activities for a supplier in this sector are as follows:
    2. a. Continuous investment in technological research and development to satisfy customer requirements.
    3. b. Global negotiation for approval and homologation of every component comprising a product, as well as management of prices.
    4. c. All activities aimed to achieve excellent quality of components.

The above activities are carried out directly by the Group since the shareholders owning the remaining shares do not have these capacities.

    1. In this sense, these companies technologically depend on the Group. Research and Development activities are fully carried out by the Group and the technology is provided to the subsidiary according to the agreement signed with the shareholders. Accordingly, the aforementioned subsidiaries have right to use but no intellectual property. The design to apply the technology of hot stamping currently used by the subsidiary is exclusive property of the Group.
    1. In order to prove this excellence, an OEM supplier needs to be accredited as a Tier 1 supplier (high quality supplier) by the car manufacturer. The subsidiaries could not obtain this certification if they did not belong to the Group.

In the particular case of Gestamp Automotive India Private Ltd, in addition to the above, the Group holds a majority on the Board, having appointed 4 members out of a total of 6 Board members. Regarding this company the non-controlling interests corresponding to the remaining 50% shareholding are Group related parties since it is to a company controlled by shareholders of the Parent Company.

In the case of the Sideacero subgroup, the Group is deemed to have control since the remaining shareholding (66.67%) is divided equally between ACEK, Desarrollo y Gestión Industrial, S.L. and another non-Group minority shareholder as indicated in Note 16. In this regard, the Group exercises power in the key activities through its direct shareholding (33.33%) and the absence of conflicting interests of the shareholding held by its majority shareholder, ACEK Desarrollo y Gestión Industrial S.L. In addition, such a direct shareholding is significant enough to be exposed to variable returns from involvement in the business.

Own-use exception in energy contracts

The Group has energy supply contracts in Spain with its electricity marketer. In these contracts, a fixed price has been set for a commitment of 103 gigawatt hours (GWh) per year, for the next 10 years from January 2022. Energy supply contracts have also been signed in Brazil equal to 79.2 GWh from renewable energy in an agreement with a total duration of 10 years from January 2024.

Depending on the energy demands foreseen for the coming years, the Group applies the exception of own use and the contract is recognised as an "executory contract".

Nota 8. Changes in significant accounting policies and estimates and restatement of errors

Changes in accounting estimates

The effect of a change in an accounting estimate is recognised in the same Consolidated Income Statement heading in which the associated income or expense was recognised under the former estimate.

Changes in significant accounting policies and restatement of errors

The effect of this type of changes in accounting policies and the correction of errors is recognised in those cases that are significant at Group level. The cumulative effect at the beginning of the year is adjusted in the Retained earnings heading and the effect of the year itself is recognised in the Consolidated Income Statement for the year. In these cases, the figures for the previous year are modified to make them comparative, unless the rule governing the new accounting policy expressly allows the comparative figures for the previous year not to be restated.

Nota 9. Segment reporting

According to IFRS 8 "Operating segments", segment information below is based on internal reports regularly reviewed by the board of directors of the Group in order to allocate resources to each segment and assess their performance.

The operating segments identified by the Group's Management Committee are based on a geographic perspective, except in the case of the companies of the Sideacero subgroup, which are integrated into a single segment due to the nature of their activity; these segments and the countries they comprise are as follows:

  • Western Europe
    • o Spain
    • o Germany
    • o United Kingdom
    • o France
    • o Portugal
    • o Sweden
    • o Luxembourg
    • o Morocco
  • Eastern Europe
    • o Russia
    • o Poland
    • o Hungary
    • o Czech Republic
    • o Slovakia
    • o Turkey
    • o Romania
    • o Bulgaria
  • Mercosur
    • o Brazil
    • o Argentina
  • Norteamérica
    • o USA
    • o Mexico
  • Asia
    • o China
    • o South Korea
    • o India
    • o Thailand
    • o Japan
    • o Taiwan
  • Gescrap
    • o All companies within the Sideacero subgroup regardless of the country in which they are located.

Each segment includes the activity of Group companies located in countries belonging to the segment, except for those in the Sideacero subgroup, which are included in the Gescrap segment.

The Group's Management Committee has managed the operating segments corresponding to continuing operations based mainly on the development of the main financial aggregates of each segment, such as EBITDA, EBIT and investments in fixed assets, while financial income and expenses, and income tax expense and the allocation of income to non-controlling interests are analysed jointly at Group level, since they are basically managed centrally.

Inside certain segments there are some countries meeting the definition of a significant segment; however, they are presented in the aggregate since the products and services generating ordinary

Segment information for 2022 and 2021 is as follows:

income as well as productive processes are similar and additionally they show similar long-term
financial performance and they belong to the same economic environment.
Segment information for 2022 and 2021 is as follows:
Thousands of euros
31-12-2022
ITEM WESTERN EUROPE EASTERN EUROPE MERCOSUR NORTH AMERICA ASIA GESCRAP TOTAL
NON-CURRENT ASSETS
Goodwill 69,115 5,213 6,314 2,890 10 43,925 127,467
Other intangible assets 309,108 25,294 4,375 18,522 43,792 346 401,437
Property, plant and equipment 1,401,568 739,502 314,437 1,358,368 785,354 46,422 4,645,651
Non-current financial assets 166,414 79 1,572 4,316 11,028 379 183,788
Deferred tax assets 105,901 52,499 26,811 240,261 19,244 2,863 447,579
Total non-current assets 2,052,106 822,587 353,509 1,624,357 859,428 93,935 5,805,922
WORKING CAPITAL
Inventories 107,538 86,578 37,856 145,351 111,151 52,690 541,164
Assets from contracts with customers 333,983 (9,161) 30,162 51,779 112,876 (15) 519,624
Trade and other receivables 259,964 199,471 84,982 134,837 445,833 135,043 1,260,130
Other current assets 14,747 40,142 5,408 30,890 23,206 354 114,747
Subtotal 716,232 317,030 158,408 362,857 693,066 188,072 2,435,665
Trade and other payables (1,118,772) (332,281) (92,779) (387,356) (480,006) (89,918) (2,501,112)
Current provisions (46,127) (3,167) (3,029) (2,460) (1,528) (6,041) (62,352)
Other current liabilities (4,611) 782 - (829) (3,232) - (7,890)
Other current borrowed liabilities (71,263) (6,478) (5,176) (18,606) (96,078) (26) (197,627)
Total working capital (524,541) (24,114) 57,424 (46,394) 112,222 92,087 (333,316)
Thousands of euros
January - December 2022
ITEM WESTERN EUROPE EASTERN EUROPE MERCOSUR NORTH AMERICA ASIA GESCRAP TOTAL
Revenue 4,278,235 1,597,353 865,771 2,325,561 1,641,970 17,554 10,726,444
EBITDA 457,628 232,315 105,245 195,992 216,324 2,028 1,209,532
Thousands of euros
31-12-2021
WESTERN EASTERN NORTH
ITEM EUROPE EUROPE MERCOSUR AMERICA ASIA TOTAL
NON-CURRENT ASSETS 6,574 5,637 2,890 11 87,112
Goodwill 72,000
Other intangible assets 307,405 18,709 3,332 16,122 41,951 387,519
Property, plant and equipment 1,469,229 633,098 271,635 1,273,582 676,675 4,324,219
Non-current financial assets 92,883 135 1,094 3,972 10,133 108,217
Deferred tax assets 211,663 59,603 24,139 153,122 28,264 476,791
Thousands of euros
January - December 2022
Thousands of euros
January - December 2022
ITEM EASTERN EUROPE MERCOSUR NORTH AMERICA
Thousands of euros
31-12-2021
ITEM WESTERN EASTERN MERCOSUR NORTH ASIA TOTAL
EUROPE EUROPE AMERICA
NON-CURRENT ASSETS
Goodwill 72,000 6,574 5,637 2,890 11 87,112
Other intangible assets 307,405 18,709 3,332 16,122 41,951 387,519
Property, plant and equipment 1,469,229 633,098 271,635 1,273,582 676,675 4,324,219
Non-current financial assets 92,883 135 1,094 3,972 10,133 108,217
Deferred tax assets 211,663 59,603 24,139 153,122 28,264 476,791
Total non-current assets 2,153,180 718,119 305,837 1,449,688 757,034 5,383,858
WORKING CAPITAL
Inventories 117,155 70,737 40,038 132,396 89,346 449,672
Assets from contracts with customers 266,448 (11,605) 11,180 12,415 93,724 372,162
Trade and other receivables 103,608 125,588 67,258 169,612 321,317 787,383
Other current assets 9,265 39,615 5,775 29,665 18,721 103,041
Subtotal 496,476 224,335 124,251 344,088 523,108 1,712,258
Trade and other payables (839,199) (230,679) (54,124) (286,567) (425,710) (1,836,279)
Current provisions (25,070) (2,538) - (526) (1,301) (29,435)
Other current liabilities (3,770) (858) - (450) (502) (5,580)
Other current borrowed liabilities (80,797) (4,172) (3,092) (10,947) (53,718) (152,726)
Total working capital (452,360) (13,912) 67,035 45,598 41,877 (311,762)
Thousands of euros
January - December 2021
WESTERN EASTERN NORTH
ITEM EUROPE EUROPE MERCOSUR AMERICA ASIA TOTAL
Revenue 3,316,509 1,285,660 494,784 1,846,432 1,149,460 8,092,845
EBITDA 339,113 235,116 56,371 201,923 165,074 997,597
Recurring operating transactions between subsidiaries in different segments are not material.
Thousands of euros
January - December 2021
ITEM WESTERN EASTERN MERCOSUR NORTH
EUROPE EUROPE AMERICA

The "EBITDA" heading of each segment includes the billing of costs of the Group's corporate services. Said billing was carried out on the basis of:

  • a) The criteria for distribution of management costs as per global agreements signed by Group companies.
  • b) The agreements for rendering specific services signed by certain Group companies.

The additions of Other intangible assets (Note 10.b)) by segments are as follows:

The "EBITDA" heading of each segment includes the billing of costs of the Group's corporate services.
The criteria for distribution of management costs as per global agreements signed by Group
The agreements for rendering specific services signed by certain Group companies.
Thousands of euros
Segment 2022 2021
Western Europe 75,431 74,563
Eastern Europe 8,612 7,645
Mercosur 1,886 1,248
North America 5,808 4,278
Asia 10,810 7,656
Total 102,547 95,390
Thousands of euros
Segment 2022 2021
Western Europe 155,496 153,642
Eastern Europe 129,100 62,616
Mercosur 34,812 18,410
North America
Asia
152,489
224,082
96,675
104,507

The additions of Property, plant and equipment (Note 11) by segments are as follows:

Thousands of euros
Western Europe 155,496 153,642
Eastern Europe 129,100 62,616
Mercosur 34,812 18,410
North America 152,489 96,675
224,082 104,507
Asia

The companies in the Gescrap segment made no additions to Other Intangible Assets or Property, Plant and Equipment from 1 December 2022, the date of incorporation into the Group, until 31 December 2022.

Additions of PP&E at 31 December 2022 include additions from rights of use in the amount of 115,897 thousand euros (10,363 thousand euros at 31 December 2021).

The three customers accounting for the highest contribution to sales (including the companies in their own groups) represent 51.1% of revenue at 31 December 2022 (47.1% of 2021 revenue) and each of them represents more than 10.0% of that revenue (more than 8.5% in 2021).

Nota 10.Intangible assets

a) Consolidation goodwill

Nota 10.Intangible assets
a)
Consolidation goodwill
The movement in this heading in 2022 and 2021 is as follows:
Thousands of euros
Balance at Changes in scope Translation Balance at
Segment / CGU 31-12-2021 of consolidation differences 31-12-2022
Western Europe
Gestamp HardTech AB 37,160 (2,886) 34,274
Gestamp Metalbages S.A. 15,622 15,622
Gestamp Aveiro, S.A. 7,395 7,395
Gestamp Levante, S.A. 6,944 6,944
Griwe Subgroup 6,466 6,466
Adral, matricería y puesta a punto S.L. 857 857
Reparaciones Industriales Zaldibar, S.L. 444 444
Sideacero Subgroup 43,925 43,925
Eastern Europe
Beyçelik Gestamp Otomotive Sanayi, A.S. 4,756 (1,167) 3,589
Gestamp Severstal Vsevolozhsk, Llc 88 7 95
Çelik Form Gestamp Otomotive, A.S. 826 (203) 623
Gestamp Beycelik Romania, S.R.L. 905 1 906
Mercosur
Gestamp Brasil Industria de Autopeças, S.A. 5,638 677 6,315
Asia
Gestamp Services India Private, Ltd. 11 1 12
Total 87,112 43,925 (3,570) 127,467
Thousands of euros
Balance at Translation Balance at
Segment / CGU 31-12-2020 differences 31-12-2021
Western Europe
Gestamp HardTech AB 38,076 (916) 37,160
Gestamp Metalbages S.A. 15,622 15,622
Gestamp Aveiro, S.A. 7,395 7,395
Gestamp Levante, S.A. 6,944 6,944
Griwe Subgroup 6,466 6,466
Adral, matricería y puesta a punto S.L. 857 857
Eastern Europe
Mercosur
Asia
Thousands of euros
Balance at Translation Balance at
Segment / CGU 31-12-2020 differences 31-12-2021
Western Europe
Gestamp HardTech AB 38,076 (916) 37,160
Gestamp Metalbages S.A. 15,622 15,622
Gestamp Aveiro, S.A. 7,395 7,395
Gestamp Levante, S.A. 6,944 6,944
Griwe Subgroup 6,466 6,466
Adral, matricería y puesta a punto S.L. 857 857
Reparaciones Industriales Zaldibar, S.L. 444 444
Eastern Europe
Beyçelik Gestamp Otomotive Sanayi, A.S. 7,894 (3,138) 4,756
Gestamp Severstal Vsevolozhsk, Llc 83 5 88
Çelik Form Gestamp Otomotive, A.S. 1,371 (545) 826
Gestamp Beycelik Romania, S.R.L. 920 (15) 905
Mercosur
Gestamp Brasil Industria de Autopeças, S.A. 5,633 5 5,638
Asia
Gestamp Services India Private, Ltd. 10 1 11
(4,603) 87,112
Total 91,715

Translation differences in 2022 and 2021 correspond to the adjustments to the goodwill of companies whose functional currency is different from the Euro, translated at the exchange rate prevailing at Consolidated Balance Sheet date, according to IAS 21 (Note 6.3).

Impairment test of Goodwill

The Group has implemented annual procedures to test goodwill for impairment. This assessment is carried out for each of the CGUs or groups of CGUs to which goodwill has been allocated.

A CGU is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash inflows from other assets or groups of assets.

As of 31 December 2022 and 31 December 2021, the recoverable amount of CGUs was determined by taking the higher of the fair value less costs necessary to sell the CGU or by calculating the value in use, using cash flow projections for a period of five years and based on the future performance of the businesses.

The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2022 and 2021, which are deemed to be prudent assumptions with respect to the growth rates from medium to long term for the automobile industry.

The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on the Weighted Average Cost of Capital (WACC), and is determined by the average weighted cost of equity and the cost of borrowed funds in line with the financial structure set for the Group.

The discount rates before taxes applied to the CGUs whose goodwill is most significant in 2022 and 2021 were as follows:

taking the higher of the fair value less costs necessary to sell the CGU or by calculating the value in use, As of 31 December 2022 and 31 December 2021, the recoverable amount of CGUs was determined by
using cash flow projections for a period of five years and based on the future performance of the
The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2022
and 2021, which are deemed to be prudent assumptions with respect to the growth rates from
The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on
the Weighted Average Cost of Capital (WACC), and is determined by the average weighted cost of
equity and the cost of borrowed funds in line with the financial structure set for the Group.
The discount rates before taxes applied to the CGUs whose goodwill is most significant in 2022 and
Pre-tax discount rate
Segment CGU 2022 2021
Western Europe Gestamp HardTech, AB 9.98% 8.21%
Western Europe Gestamp Metalbages, S.A. 10.32% 8.78%

It is concluded that the recoverable value is higher than the carrying amount for all the CGUs, so the Group can recover the value of goodwill recognised at 31 December 2022 and 2021.

The economic projections made in previous years did not present significant differences with regard to the actual data or, if applicable, they would not have led to impairment.

Sensitivity analysis of changes in key assumptions

The Parent Company's Management performed a sensitivity analysis, especially in relation to the discount rate used and the residual growth rate, to ensure that possible changes in the estimate of those rates do not affect the recovery of the aforementioned values, where the value in use is the reference value. The following increases or decreases, expressed in percentage points, have been assumed:

Key assumptions Variation
Discount rate + 0.5
Perpetual growth rate - 0.5

b) Other intangible assets

Discount rate + 0.5
Perpetual growth rate - 0.5
EBITDA margin on sales - 1.0
recoverable amount and the carrying amount of the main CGUs.
b)
The breakdown and movements of the different categories of Other intangible assets are:
Other intangible assets
Balance at
31-12-2021
Changes in scope of
consolidation
Additions Thousands of euros
Disposals
Translation differences Hyperinflation
adjustment
Other movements Balance at
31-12-2022
Cost
Development costs 646,877 72,990 (20,526) 1,828 1,494 702,663
Concessions 18,649 11 (360) (2,224) 16,076
Patents, licences and trademarks 39,728 39 162 (172) (1,141) 38,616
Goodwill 852 353 (601) 604
Transfer rights
Software
5,269
238,886
21
836
18,418 (5,013) (156)
1,872
2,330 2,072
8,662
7,206
265,991
Prepayments 10,760 10,977 183 (7,694) 14,226
961,021 907 102,547 (25,539) 3,548 2,330 568 1,045,382
Total cost
Amortisation and impairment
Development costs
(390,125) (71,920) 19,846 (1,362) 231 (443,330)
Concessions (4,277) (7) (344) 96 326 (4,206)
Goodwill - -
Patents, licences and trademarks (6,458) (39) (221) (70) 2,660 (4,128)
Transfer rights (808) (10) (124) 23 (279) (1,198)
Software (168,910) (504) (21,827) 5,011 (947) (999) (188,176)
Accumulated amortisation
Impairment of intangible assets
(570,578)
(2,924)
(560) (94,436)
(294)
24,857 (2,260)
5
- 1,939
306
(641,038)
(2,907)

Additions to Development costs mainly correspond to development and design costs of portfolio projects, as well as the application of new technologies and the introduction of new materials related to the business.

The Hyperinflation adjustment corresponds to the restatement of the value of non-current assets in Argentina and Turkey, under IAS 29 (Note 4.5).

The net value of Other movements mainly reflects reclassifications between PP&E and intangible assets.

Thousands of euros
Balance at Translation Hyperinflation Other Balance at
31-12-2020 Additions Disposals differences adjustment movements 31-12-2021
Cost
Development costs 577,557 71,309 (6,577) 5,919 (1,331) 646,877
Concessions 19,180 1,952 (2,483) 18,649
Patents, licences and trademarks 39,378 489 (88) (51) 39,728
Goodwill 1,056 397 (601) 852
Transfer rights 2,484 63 269 2,453 5,269
Software 217,803 18,786 (2,452) 2,625 (2) 2,126 238,886
Prepayments 9,168 4,743 246 (3,397) 10,760
Total cost 866,626 95,390 (9,117) 11,357 (2) (3,233) 961,021
Amortisation and impairment
Development costs (333,703) (60,806) 5,250 (4,178) 3,312 (390,125)
Concessions (4,438) (364) (451) 976 (4,277)
Goodwill - -
Patents, licences and trademarks (5,834) (760) 88 48 (6,458)
Transfer rights
Software
(212)
(151,335)
(103)
(19,127)
2,429 (39)
(1,740)
(454)
863
(808)
(168,910)
Accumulated amortisation (495,522) (81,160) 7,767 (6,360) - 4,697 (570,578)
Impairment of intangible assets (2,951) (552) 39 (26) 566 (2,924)
Net value 368,153 13,678 (1,311) 4,971 (2) 2,030 387,519
Additions to Development costs mainly correspond to development and design costs of portfolio projects, as well as the application of new technologies and the introduction of new materials related

The Hyperinflation adjustment corresponds to the restatement of the value of non-current assets in Argentina, under IAS 29.

The net value of Other movements mainly reflects reclassifications between PP&E and intangible assets.

Impairment test on assets with indefinite useful lives

Nota 11. Property, plant and equipment

assets.
The most significant investments by segment are shown in Note 9.
Development costs corresponding to projects not fulfilling requirements to be capitalised were
registered in the heading Other operating expenses in the Consolidated Income Statement, and they
amount to 2,185 thousand euros at 31 December 2022 (31 December 2021: 1,407 thousand euros).
Impairment test on assets with indefinite useful lives
Assets with indefinite useful life are yearly tested by the royalty relief method to identify impairment.
It is concluded that their recoverable value is far higher than their net carrying amount.
Nota 11. Property, plant and equipment
The breakdown and changes in the items comprising Property, plant and equipment are as follows:
Thousands of euros
Balance at Changes in scope of Translation Hyperinflation Other Balance at
Cost
Land and buildings
Plant and other PP&E
31-12-2021
2,027,804
6,583,652
consolidation
21,485
81,140
Additions
126,965
182,206
Disposals
(37,927)
(148,674)
differences
26,375
85,279
adjustment
24,876
128,305
movements
66,677
256,991
31-12-2022
2,256,255
7,168,899
PP&E under construction and prepayments
Total cost
415,675
9,027,131
3,897
106,522
386,808
695,979
(4,290)
(190,891)
(548)
111,106
11,496
164,677
(324,057)
(389)
488,981
9,914,135
Amortisation and impairment
Land and buildings
(650,041) (5,215) (83,527) 21,905 (4,787) (7,269) 478 (728,456)
Plant and other PP&E
Accumulated amortisation and impairment
(4,052,871)
(4,702,912)
(54,885)
(60,100)
(478,988)
(562,515)
143,997
165,902
(27,343)
(32,130)
(83,583)
(90,852)
13,645
14,123
(4,540,028)
(5,268,484)

Changes in the consolidation scope in 2022 amounting to 46,422 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3).

The cost value of the Property, plant and equipment additions at 31 December 2022 mainly corresponds to investments in plants and production lines, with the aim of increasing the productive capacity of the Group, as well as to capital expenditure to maintain existing activities, basically corresponding to companies located in China, USA, Germany, Turkey, Brazil, United Kingdom, Spain, Mexico, Rumania, France, Poland, India, Japan, Czech Republic and Bulgaria.

The Hyperinflation adjustment, including year depreciation, corresponds to the restatement of the value of non-current assets in Argentina and Turkey, under IAS 29 (Note 4.5).

The net value of Other movements mainly reflects reclassifications between, inventories, PP&E and intangible assets.

The depreciation and impairment charges for Property, plant and equipment include an extraordinary charge of 16.6 million euros for the Group's assets in Russia (see note 21).

Thousands of euros
Balance at Translation Hyperinflation Other Balance at
31-12-2020 Additions Disposals differences adjustment movements 31-12-2021
Cost
Land and buildings 1,948,708 12,572 (8,141) 52,100 22,565 2,027,804
Plant and other PP&E 6,324,948 118,266 (276,135) 147,876 8,453 260,244 6,583,652
PP&E under construction and prepayments 366,846 305,012 (3,282) 10,163 (263,064) 415,675
Total cost 8,640,502 435,850 (287,558) 210,139 8,453 19,745 9,027,131
Amortisation and impairment
Land and buildings (576,304) (73,362) 8,738 (12,666) 3,553 (650,041)
Plant and other PP&E (3,830,070) (424,211) 275,724 (82,432) 8,118 (4,052,871)
Accumulated amortisation and impairment (4,406,374) (497,573) 284,462 (95,098) - 11,671 (4,702,912)
Net value 4,234,128 (61,723) (3,096) 115,041 8,453 31,416 4,324,219

The cost value of the Property, plant and equipment additions at 31 December 2021 mainly corresponds to investments in plants and production lines, with the aim of increasing the productive capacity of the Group, as well as to capital expenditure to maintain existing activities, basically corresponding to companies located in China, the USA, Germany, Spain, Turkey, United Kingdom, Mexico, Brazil, France, India, Czech Republic, Slovakia, Rumania, Poland and Morocco.

The Hyperinflation adjustment, including year depreciation, corresponds to the restatement of the value of non-current assets in Argentinaand Turkey, under IAS 29 (Note 4.5).

The net balance of the Other movements column mainly includes reclassifications between intangible assets and property, plant and equipment, reclassification to Other current assets and liabilities amounting to 16 million euros, as well as certain events related to the application of IFRS 16, amounting to 9 million euros, which are explained later.

Rights of use

The changes in PP&E in 2022 relating to the effect of rights of use are as follows:

Thousands of euros
Balance at Changes in scope of Translation Balance at
31-12-2021 consolidation Additions Disposals differences 31-12-2022
Cost
Right of use Land and buildings
Right of use Plant and other PP&E
366,048
278,008
-
4,338
104,511
11,386
(19,129)
(7,006)
5,349
(2,986)
456,779
283,740
Total cost 644,056 4,338 115,897 (26,135) 2,363 740,519
Amortisation and impairment
Right of use Land and buildings (103,342) - (40,051) 14,188 (156) (129,361)
Right of use Plant and other PP&E (98,586) (2,183) (35,729) 6,277 (1,830) (132,051)
Accumulated amortisation and impairment (201,928) (2,183) (75,780) 20,465 (1,986) (261,412)
Net value 442,128 2,155 40,117 (5,670) 377 479,107
Changes in the consolidation scope in 2022 relate to lease agreements generated in the business
combination of the Sideacero subgroup.
The changes in PP&E in 2021 relating to the effect of rights of use are as follows:
Thousands of euros
Balance at Translation Other Balance at
31-12-2020 Additions Disposals differences movements 31-12-2021
Cost
Right of use Land and buildings 345,715 7,188 (5,298) 16,736 1,707 366,048
Right of use Plant and other PP&E 294,115 3,175 (21,289) 1,775 232 278,008
Total cost 639,830 10,363 (26,587) 18,511 1,939 644,056
Amortisation and impairment
Thousands of euros
Changes in scope of Translation
consolidation differences
Cost
Amortisation and impairment
Net value 442,128 2,155 40,117 (5,670) 377 479,107
Changes in the consolidation scope in 2022 relate to lease agreements generated in the business
combination of the Sideacero subgroup.
The changes in PP&E in 2021 relating to the effect of rights of use are as follows:
Thousands of euros
Balance at Translation Other Balance at
31-12-2020 Additions Disposals differences movements 31-12-2021
Cost
Right of use Land and buildings 345,715 7,188 (5,298) 16,736 1,707 366,048
Right of use Plant and other PP&E 294,115 3,175 (21,289) 1,775 232 278,008
Total cost 639,830 10,363 (26,587) 18,511 1,939 644,056
Amortisation and impairment
Right of use Land and buildings (76,207) (34,017) 3,739 (3,202) 6,345 (103,342)
Right of use Plant and other PP&E (77,435) (38,727) 21,289 (4,582) 869 (98,586)
Accumulated amortisation and impairment (153,642) (72,744) 25,028 (7,784) 7,214 (201,928)
Net value 486,188 (62,381) (1,559) 10,727 9,153 442,128
The net balance of the Other movements column mainly reflects amendments to the terms of the
agreements and agreements provided to the Group companies in 2021.
The effect of the asset revaluation that was carried out in 2007 as a result of the IFRS transition, is as
follows:
Thousands of euros
2022 2021
Initial cost 266,567 266,567
Fair value 509,428 509,428
Revaluation 242,861 242,861
Accumulated amortisation (65,368) (61,263)
Deferred tax liabilities (44,578) (45,666)
Total 132,915 135,932
Non-controlling interests (23,666) (23,909)
Thousands of euros
2022 2021
266,567
Initial cost 266,567
Fair value 509,428 509,428
Revaluation 242,861 242,861
Accumulated amortisation (65,368) (61,263)
Deferred tax liabilities
Total
(44,578)
132,915
(45,666)
135,932
Non-controlling interests (23,666) (23,909)
Reserves (Note 17.3.b)) (112,022) (114,795)
Profit for the year
Total
2,773
(132,915)
2,772
(135,932)

The detail, by segment, of PP&E at 31 December 2022 and 2021, respectively, was as follows:

Thousands of euros
Net carrying amount Net carrying amount
Segment / Country 2022 2021
Western Europe 1,401,568 1,469,229
Spain 619,300 678,131
Germany 390,072 352,457
France 106,401 104,139
Portugal 67,256 74,679
Sweden 10,216 13,727
United Kingdom 186,219 219,440
Morocco 22,095 26,638
Luxembourg 9 18
Eastern Europe 739,502 633,098
Poland 189,289 194,983
Russia 35,612 54,677
Hungary 21,388 26,273
Czech Republic 119,296 124,078
Romania 44,373 28,653
Turkey 187,944 66,513
Slovakia 118,692 121,613
Bulgaria 22,908 16,308
Mercosur 314,437 271,635
Argentina 60,794 48,737
Brazil 253,643 222,898
North America 1,358,368 1,273,582
USA 1,046,736 963,770
Mexico 311,632 309,812
Asia 785,354 676,675
China 615,745 503,812
India 97,123 99,057
South Korea 36,259 37,612
Japan
Taiwan
35,764
96
35,704
109
Thailand 367 381
Gescrap 46,422 -
Sideacero Subgroup 46,422 -
Total 4,645,651 4,324,219

Impairment test of Property, Plant and Equipment

Impairment tests calculate recoverable value and are carried out for those CGU's whose signs of deterioration are found according to indicators mentioned in Note 6.7. Certain of the Company's CGUs show signs of impairment as in the previous year, for which an impairment test has been carried out by calculating their recoverable value.

The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2022 and 2021, which are deemed to be prudent assumptions with respect to the growth rates from medium to long term for the automobile industry.

The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on the Weighted Average Cost of Capital (WACC), and is determined by the average weighted cost of equity and the cost of borrowed funds in line with the financial structure set for the Group.

The volume of assets with respect to which the impairment test is performed with regard to the Group's total PP&E was 22% in 2022 (37% in 2021).

The CGUs' recoverable value at 31 December 2022 was determined by choosing the higher of the fair value less the necessary costs to sell the CGU, and the calculation of value in use, using cash flow projections covering a five-year period, based on future business performance.

The discount rates before taxes applied to the CGUs with impairment indicators for 2022 and 2021 were as follows:

2022
Segment WACC rate
before taxes
Perpetual
growth rate
Western Europe
Eastern Europe
Asia
North America
Mercosur
9.6% - 11.1%
9.6% - 17.5%
9.1% - 15.5%
10.6%
15.5% - 40.3%
1.00%
1.00%
1.00%
1.00%
1.00%
2021
Segment WACC rate
before taxes
Perpetual
growth rate
1.00%

The Group identifies which leases would need to be transferred in the event of a hypothetical sale of the CGU. In case of necessary lease contracts, the right of use is part of the contrast value and the Group deducts the lease liability from both the contrast value of the CGU and its value in use. In general, CGUs with indications of impairment, with the exception of those that are lessees of land and buildings, did not have significant lease agreements and as a practical solution no lease liability has been taken into account in either the contrast value or the value in use.

It is concluded that the recoverable value is higher than the carrying amount for all the CGUs, so the Group can recover the value of goodwill recognised at 31 December 2022 and 2021.

The economic projections made in previous years did not present significant differences with regard to the actual data or, if applicable, they would not have led to impairment.

Sensitivity analysis of changes in key assumptions

The Parent Company's Management performed a sensitivity analysis, especially in relation to the discount rate used and the residual growth rate, to ensure that possible changes in the estimate of those rates do not affect the recovery of the aforementioned values, where the value in use is the reference value. The following increases or decreases, expressed in percentage points, have been assumed:

Key assumptions Variation
Discount rate + 0.5
Perpetual growth rate - 0.5
EBITDA margin on sales - 1.0

Pledged property, plant and equipment to secure bank loans with in rem guarantees and others

Nota 12. Financial assets

EBITDA margin on sales - 1.0
Based on the analysis performed, it is clear that at 31 December 2022 there is still some slack between
the recoverable amount and the carrying amount of the main CGUs.
Pledged property, plant and equipment to secure bank loans with in rem guarantees and others
At 31 December 2022 and 2021, there were no items of property, plant, and equipment set aside to
secure bank loans.
Nota 12. Financial assets
The detail, by class and maturity, of the Group's financial investments at 31 December 2022 and 31
December 2021, in thousands of euros, is as follows:
Thousands of euros
Investments accounted
for using the equity
method
Loans granted Derivative financial instruments Current securities portfolio Other financial assets
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Non-current financial assets 16,852 16,764 24,379 55,238 130,849 26,246 - - 11,708 9,969
Investments accounted for using the equity method 16,852 16,764 - - - - - - - -
Held-to-maturity investments
Loans and receivables
- -
-
-
-
24,379
-
55,238
-
-
-
-
-
-
-
-
449
11,259
461
9,508
Derivative financial instruments (Note 23.b.1)) - - - - 130,849 26,246 - - - -
Current financial assets
Held-to-maturity investments
-
-
-
-
7,437
-
5,966
-
-
-
-
-
23,574
23,574
11,524
11,524
73,610
-
47,562
-
Loans and receivables - - 7,437 5,966 - - - - 73,610 47,562
Total financial assets 16,852 16,764 31,816 61,204 130,849 26,246 23,574 11,524 85,318 57,531
a)
Non-current financial assets
The movement of non-current financial assets in 2022 and 2021 are the following:
Thousands of euros
Investments accounted
for using the equity
method
Loans granted Derivative
financial
instruments
Other financial
assets
Balance at December 31, 2020 15,022 57,760 1,171 11,621
Additions 711 1,348
Disposals
Change in valuation of derivatives
(3,801) 25,075 (2,665)
Transfers (459)
Other movements 1,036 (225)
Profit for the year 1,335
Translation differences 407 (9) (110)

a) Non-current financial assets

Investments accounted for using the equity method 16,852 16,764 - - - - - - -
Held-to-maturity investments - - - - - - - - 449 -
461
Loans and receivables -
-
24,379 55,238 - - - - 11,259 9,508
The movement of non-current financial assets in 2022 and 2021 are the following: Thousands of euros
Investments accounted Derivative
Loans granted financial Other financial
for using the equity assets
method instruments
Balance at December 31, 2020 15,022 57,760 1,171 11,621
Additions 711 1,348
Disposals (3,801) (2,665)
Change in valuation of derivatives 25,075
Transfers (459)
Other movements 1,036 (225)
Profit for the year 1,335
Translation differences 407 (9) (110)
Balance at December 31, 2021 16,764 55,238 26,246 9,969
Changes in scope of consolidation - 96 - 283
Additions 1,101 2,322
Disposals (5,321) (1,061)
Change in valuation of derivatives 104,603
Transfers (27,907)
Dividends (2,568)
Other movements 1,062 (6)
Profit for the year 2,951
Translation differences (295) 110 201

a.1) Investments accounted for using the equity method

In 2022, the companies Beta Steel, S.L., DJC Recyclage SARL and Car Recycling, S.L., part of the Sideacero subgroup, as well as the Changchun Xuyang Gestamp Auto Components Co. Ltd., were included in the scope of consolidation using the equity method. The consolidation of these companies did not have a significant impact on these Consolidated Financial Statements.

Condensed balance sheet:

did not have a significant impact on these Consolidated Financial Statements.
Profit for 2022 and 2021, amounting to 2,951 thousand euros and 1,335 thousand euros, respectively,
related to the application of the percentage of ownership interest to the results obtained by each
company.
The dividends amounting to 2,568 thousand euros correspond to the dividend distributed by Gestamp
Auto Components Sales (Tianjin) Co., Ltd., consolidated by the equity method, to the subsidiary
Gestamp China Holding.
The summarised financial information on the Group's investment in these associates in 2022 and 2021
is as follows:
Condensed balance sheet:
2022
Global Laser
Araba S.L.
Gestamp Auto
Components Sales
(Tianjin) Co., Ltd.
GGM and
subsidiaries
Etem Gestamp
Aluminium
Extrusions, S.A.
Industrias
Tamer, S.A.
Total non-current assets 5,064 17 30,673 56,941 1,027
Total current assets 3,840 105,199 111,371 23,158 689
Total non-current liabilities (11) - (21,548) (13,611) (156)
Total current liabilities (4,973) (95,418) (142,446) (45,104) (637)
Equity (3,920) (9,691) 21,687 (21,384) (923)
Translation differences - (107) 263 - -
Percentage of shareholding 30% 49% 30% 49% 43%
Carrying amount of investment 1,176 4,801 - 10,478 397
2021
Global Laser
Araba S.L.
Gestamp Auto
Components Sales
(Tianjin) Co., Ltd.
GGM and
subsidiaries
Etem Gestamp
Aluminium
Extrusions, S.A.
Industrias
Tamer, S.A.
Total non-current assets 7,165 342 43,883 39,462 1,191
Total current assets 3,378 101,497 142,782 23,560 571
(2,161) - (32,326) (3,849) (271)
Total non-current liabilities (4,782) (91,900) (170,874) (37,991) (479)
Total current liabilities
Equity (3,600) (9,230) 16,334 (21,182) (1,012)
Translation differences - (709) 201 - -
Percentage of shareholding 30% 49% 30% 49% 43%
Percentage of shareholding 30% 49% 30% 49% 43%
2021
Global Laser
Araba S.L.
Gestamp Auto
Components Sales
(Tianjin) Co., Ltd.
GGM and
subsidiaries
Etem Gestamp
Aluminium
Extrusions, S.A.
Industrias
Tamer, S.A.
Translation differences - (709) 201 - -
Percentage of shareholding 30% 49% 30% 49% 43%

Condensed income statement:

Condensed income statement:
2022
Global Laser Gestamp Auto Etem Gestamp Industrias
Araba S.L. Components Sales GGM and subsidiaries Aluminium Tamer, S.A.
(Tianjin) Co., Ltd. Extrusions, S.A.
Operating income
Operating expense
6,441
(5,921)
460,442
(453,115)
21,497
(26,553)
125,633
(124,247)
2,140
(2,067)
OPERATING PROFIT/LOSS 520 7,327 (5,056) 1,386 73
Finance profit/loss (84) 97 (825) (1,121) (18)
Exchange gains (losses) - 179 894 - -
Impairment and other gains/losses - - - - (139)
PROFIT/LOSS BEFORE TAX 436 7,603 (4,987) 265 (84)
Income tax expense - (1,901) (41) - -
Restatement of prior years' profit/loss (119) -
5,028
(63) (2)
PROFIT/LOSS FOR THE YEAR 317 5,702 - 202 (86)
Percentage of shareholding 30% 49% 30% 49% 43%
Participation of the Group in profit/loss for the year 95 2,794 - 99 (37)
2021
Global Laser Gestamp Auto Etem Gestamp Industrias
Araba S.L. Components Sales GGM and subsidiaries Aluminium Tamer, S.A.
(Tianjin) Co., Ltd. Extrusions, S.A.
Operating income 6,095 330,969 31,967 91,236 2,437
Operating expense (5,771) (326,986) (37,080) (90,802) (2,334)
324 3,983 (5,113) 434 103
OPERATING PROFIT/LOSS (134) 41 (905) (724) (18)
Finance profit/loss 3 1,426 - -
Exchange gains (losses) - - (183)
Impairment and other gains/losses - - (5,000)
PROFIT/LOSS BEFORE TAX 190 4,027 (9,592) (290) (98)
Income tax expense - (1,007) (42) - -
Restatement of prior years' profit/loss (90) -
9,634
19 -
PROFIT/LOSS FOR THE YEAR
Percentage of shareholding
100
30%
3,020
49%
-
30%
(271)
49%
(98)
43%
Global Laser
Araba S.L.
Gestamp Auto
Components Sales
(Tianjin) Co., Ltd.
GGM and subsidiaries Etem Gestamp
Aluminium
Extrusions, S.A.
Industrias
Tamer, S.A.
Restatement of prior years' profit/loss (119) -
5,028
(63) (2)
Percentage of shareholding 30% 49% 30% 49% 43%
Gestamp Auto 2021 Etem Gestamp
Global Laser
Araba S.L.
Components Sales
(Tianjin) Co., Ltd.
GGM and subsidiaries Aluminium
Extrusions, S.A.
Industrias
Tamer, S.A.
Operating income 6,095 330,969 31,967 91,236 2,437
Operating expense (5,771) (326,986) (37,080) (90,802) (2,334)
OPERATING PROFIT/LOSS 324 3,983 (5,113) 434 103
Finance profit/loss (134) 41 (905) (724) (18)
Exchange gains (losses) - 3 1,426 - -
Impairment and other gains/losses - - (5,000) - (183)
PROFIT/LOSS BEFORE TAX 190 4,027 (9,592) (290) (98)
Income tax expense - (1,007) (42) - -
Restatement of prior years' profit/loss (90) -
9,634
19 -
PROFIT/LOSS FOR THE YEAR 100 3,020 - (271) (98)
Percentage of shareholding 30% 49% 30% 49% 43%
Participation of the Group in profit/loss for the year 30 1,480 - (133) (42)
a.2) Loans granted
The Loans Granted heading mainly includes:

a.2) Loans granted

  • Loan granted by the Parent Company to Gestión Global de Matricería, S.L. amounting to 21,400 thousand euros at 31 December 2022 (21,400 thousand euros at 31 December at 2021), maturing in December 2024 (Note 32.1).
  • Balance that the companies Gestamp Sorocaba Industria de Autopeças. Ltda. and Edscha do Brasil Ltda. hold with the Brazilian public authorities, amounting to 1,114 thousand and 238 thousand euros, respectively, at 31 December 2022 (858 thousand and 71 thousand euros at 31 December 2021, respectively).

In addition, at 31 December 2021, this item reflected the loans granted to Group employees for the purchase from Acek Desarrollo y Gestión Industrial, S.L. of shares of the Parent Company in 2016 in the amount of 31,714 thousand euros. A pledge on the Parent Company shares acquired was generated as a guarantee for these loans. The interest rate of the loans is the legal interest rate prevailing every calendar year. The term of the agreements is seven years from the date of signature, with maturity set for the third quarter of 2023, and therefore the outstanding balance at 31 December 2022, amounting to 27,907 thousand euros, has been reclassified to short-term under "Other receivables" (Note 15.b).

Changes in the consolidation scope in 2022 amounting to 96 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3).

The amount recognised under Other movements totalling 1,062 thousand euros relates mainly to the capitalisation of interest on the aforementioned long-term loan that the Parent Company held with its employees at 31 December 2022 (31 December 2021: 1,034 thousand euros).

Disposals in 2022 corresponded to partial payment from employees amounting to 4,869 thousand euros (3,704 thousand euros in 2021), corresponding to loans granted to Group employees commented on in the previous paragraphs.

a.3) Derivative financial instruments

Derivative financial asset instruments amounting to 130,849 thousand euros at 31 December 2022 (31 December 2021: 26,246 thousand euros) are detailed in Note 23.b.1).

a.4) Other financial investments

The amount recognised under "Other financial investments" at 31 December 2022 includes mainly guarantees and deposits, amounting to 10,640 thousand euros (9,690 thousand euros at 31 December 2021).

Changes in the consolidation scope in 2022 amounting to 283 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3).

The most significant additions at 31 December 2022 mainly relate to deposits made as security for leases.

The most significant disposals at 31 December 2022 and 2021 mainly relate to the refund of security deposits linked to financial lease arrangements for 863 thousand and 2,663 thousand euros, respectively.

b) Current financial assets

The movement of non-current financial assets in 2022 and 2021 are the following:

The most significant additions at 31 December 2022 mainly relate to deposits made as security for
The most significant disposals at 31 December 2022 and 2021 mainly relate to the refund of security
deposits linked to financial lease arrangements for 863 thousand and 2,663 thousand euros,
The movement of non-current financial assets in 2022 and 2021 are the following:
Thousands of euros
Loans granted Current securities
portfolio
Other financial
assets
Balance at December 31, 2020 797 4,192 26,373
Additions 5,242 8,905 34,339
Disposals (74) (1,608) (14,565)
Other movements (74)
Translation differences 1 109 1,415
Balance at December 31, 2021 5,966 11,524 47,562
Changes in consolidation scope 1,090 - 16,444
Additions 1,008 19,216 34,755
Disposals (627) (7,821) (19,192)
Other movements (8) 18
Translation differences
Balance at December 31, 2022
7,437 663
23,574
(5,977)
73,610

b.1) Loans granted

This heading Credits mainly relate to the loan granted in 2021 by the Parent Company to the equityaccounted investee Etem Gestamp Aluminium Extrusions, S.A. in the amount of 5,000 thousand euros (Note 32.1). This loan matures in October 2023 and bears interest at a fixed rate of 1.5%.

b.2) Current securities portfolio

The amount recorded under Current securities portfolio at 31 December 2022 and 2021 relate to current deposits taken out by the following companies:

Changes in the consolidation scope in 2022 amounting to 1,090 thousand euros related to the changes
generated in the business combination of Sideacero subgroup (Note 3).
b.2) Current securities portfolio
The amount recorded under Current securities portfolio at 31 December 2022 and 2021 relate to
Thousands of euros
current deposits taken out by the following companies: 31-12-2022 31-12-2021 Average return
0% - 2.45%
Gestamp Automoción, S.A. 6,000 6,000 100% CDI
Edscha do Brasil, Ltda 6,378 2,956
Gestamp Pune Automotive Pvt, Ltd - 9 3.50%
Gestamp Sorocaba Industria de Autopeças Ltda. 4,464 2,559 100% CDI
Gestamp Kartek Co. Ltd.
Others
6,703
29
-
-
5.00%
-

Additionally, at 31 December 2022, they relate to short-term deposits arranged mainly by the company Gestamp Kartek Co. Ltd., Gestamp Sorocaba Industria de Autopeças Ltda. and Edscha do Brasil Ltda.

The most significant disposals at 31 December 2022 related mainly to the maturity of short-term deposits arranged by the company Gestamp Kartek Co. Ltd.

Additions at 31 December 2021 relate to short-term deposits contracted by Gestamp Automoción, S.A., Gestamp Sorocaba Industria de Autopeças Ltda. and Edscha do Brasil Ltda. for a total amount of 8,905 thousand euros.

The most significant disposals at 31 December 2021 related mainly to the maturity of short-term deposits arranged by the companies Gestamp Pune Automotive Pvt, Ltd.

b.3) Other financial investments

The balance of Other financial investments at 31 December 2022 mainly includes bank deposits amounting to 71,135 thousand euros (45,700 thousand euros at 31 December 2021), and guarantees and deposits for 1,287 thousand euros (1,862 thousand euros at 31 December 2021). The most significant deposit is related to Gestamp Automotive India Private, Ltd with interest rate ranged between 5% and 7.25% (4% and 4.5% at 31 December 2021).

Changes in the consolidation scope in 2022 amounting to 16,444 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3).

The additions recognised at 31 December 2022 relate mainly to bank deposits of Gestamp Automotive India Private, Ltd, Gestamp Córdoba, S.A., Gestamp Baires, S.A. and Edscha Pha, Ltd. in the amount of 34,572 thousand euros.

The most significant Disposals at 31 December 2022 related to the cancellation of bank deposits of Gestamp Córdoba, S.A., and Gestamp Baires, S.A. for 16,919 thousand euros.

The additions recognised at 31 December 2021 relate mainly to bank deposits of Gestamp Automotive India Private, Ltd, Gestamp Córdoba, S.A., Gestamp Baires, S.A. and Edscha Pha, Ltd. in the amount of 32,860 thousand euros.

The most significant Disposals at 31 December 2021 relate mainly to the cancellation of bank deposits of Gestamp Córdoba, S.A., Gestamp Baires, S.A. and Gestamp Severstal Vsevolozhsk LLC totalling 13,330 thousand euros.

Nota 13.Inventories

The breakdown of the Consolidated Balance Sheet at 31 December 2022 and 2021 is as follows:

India Private, Ltd, Gestamp Córdoba, S.A., Gestamp Baires, S.A. and Edscha Pha, Ltd. in the amount of The additions recognised at 31 December 2021 relate mainly to bank deposits of Gestamp Automotive
The most significant Disposals at 31 December 2021 relate mainly to the cancellation of bank deposits
of Gestamp Córdoba, S.A., Gestamp Baires, S.A. and Gestamp Severstal Vsevolozhsk LLC totalling
The breakdown of the Consolidated Balance Sheet at 31 December 2022 and 2021 is as follows:
Thousands of euros
2022
2021
Commercial inventories 78,541 12,495
Raw materials 229,724 200,016
Parts and assemblies 88,261 68,649
120,416 116,072
Spare parts
Packaging materials 2,945 2,383
Total cost of raw materials and other supplies (*) 519,887 399,615
By-products, waste and recovered materials 331 307
Prepayments to suppliers 45,760 69,847
Total cost of inventories 565,978 469,769
Impairment of raw materials (*) (13,817) (10,612)
Impairment of other supplies (*)
Total impairment
(10,997)
(24,814)
(9,485)
(20,097)

(*) The variation in commodities and other supplies is recorded under "Consumption" in the Consolidated Income Statement and is detailed below:

Thousands of euros
Change in inventories
Balance at
Balance at
Reversal of impairment
Changes in inventories
Changes in
Impairment
Total
scope of consolidation
2021
2022
Raw materials and other supplies
399,615
68,907
68,907
51,365
519,887
Impairment of raw materials and other supplies
(20,097)
(8,421)
3,704
(4,717)
-
(24,814)
Consumption (Note 27.a))
379,518
(8,421)
3,704
68,907
64,190
51,365
495,073
suppliers includes 1,325 thousand euros also derived from this business combination (Note 3).
No inventories were encumbered at 31 December 2022 or 31 December 2021.
Nota 14. Assets from contracts with customers
Changes in the consolidation scope in 2022 amounting to 51,365 thousand euros related to the
changes generated in the business combination of Sideacero subgroup. In addition, Prepayments to
The detail of the consolidated balance sheet at 31 December 2022 and 31 December 2021 is as follows:
Thousands of euros
2022 2021
Work in progress
137,354
98,381
Semi-finished products
147,056
98,003
Finished products
179,842
140,429

Nota 14. Assets from contracts with customers

scope of consolidation
Changes in the consolidation scope in 2022 amounting to 51,365 thousand euros related to the
changes generated in the business combination of Sideacero subgroup. In addition, Prepayments to
suppliers includes 1,325 thousand euros also derived from this business combination (Note 3).
No inventories were encumbered at 31 December 2022 or 31 December 2021.
Thousands of euros
The detail of the consolidated balance sheet at 31 December 2022 and 31 December 2021 is as follows:
Work in progress 137,354 98,381
Semi-finished products
Finished products
147,056
179,842
98,003
140,429
Trade receivables, tooling 55,372 35,349

Trade receivables, tooling correspond to the income recognised pending invoicing. There are no prepayments exceeding the work-in progress evaluation by customer. The amount of the construction certificates for tools in progress, which were recognised by reducing the balance of the "Trade receivables, tooling" heading at 31 December 2022 amounted to 752 million euros. Likewise, this item amounted to 753 million euros at 31 December 2021.

Nota 15. Trade and other receivables/Other current assets and liabilities/Cash and cash equivalents

a) Trade receivables for sales and services

The detail of the consolidated balance sheet at 31 December 2022 and 31 December 2021 is as follows:

Trade receivables, tooling correspond to the income recognised pending invoicing. There are no
prepayments exceeding the work-in progress evaluation by customer. The amount of the construction
certificates for tools in progress, which were recognised by reducing the balance of the "Trade
receivables, tooling" heading at 31 December 2022 amounted to 752 million euros. Likewise, this item
amounted to 753 million euros at 31 December 2021.
Trade and other receivables/Other current assets and liabilities/Cash and cash equivalents
Thousands of euros
The detail of the consolidated balance sheet at 31 December 2022 and 31 December 2021 is as 2022 2021
Trade receivables 824,653 295,369
Trade bills receivables 27,577 6,679
Trade receivables, by work-in-progress machinery 68,165 45,863
Trade receivables, doubtful collection 2,288 1,866
Impairment of trade receivables
Trade receivables, related parties (Note 32.1)
(7,084)
90,079
(5,471)
206,338

As indicated in Note 1, Group sales, as well as trade receivable balances, are concentrated across a limited number of customers due to the nature of the automotive industry. In general, trade receivable balances have high credit quality.

Under the heading Impairment of trade receivables, the change in the impairment provision amounting to 1,613 thousand euros was recognised at 31 December 2022, which included both the impairment charge to accounts receivable amounting to 171 thousand euros (Note 27.c)) (680 thousand euros at 31 December 2021), such as movements by bad debt receivables and the effect of translation differences. 2022 2021

The analysis of the age of the financial assets related to the sale of parts that had matured at 31 December 2022 and 2021 was as follows:

As indicated in Note 1, Group sales, as well as trade receivable balances, are concentrated across a
limited number of customers due to the nature of the automotive industry. In general, trade receivable
Under the heading Impairment of trade receivables, the change in the impairment provision
amounting to 1,613 thousand euros was recognised at 31 December 2022, which included both the
impairment charge to accounts receivable amounting to 171 thousand euros (Note 27.c)) (680
thousand euros at 31 December 2021), such as movements by bad debt receivables and the effect of
The analysis of the age of the financial assets related to the sale of parts that had matured at 31
Thousands of euros
2022
2021
Less than 3 months
Between 3 and 6 months
5,174
31,393
49,453
4,503
Between 6 and 9 months 13,184 290
Between 9 and 12 months 10,955 6,123
More than 12 months 4,460 4,461
Total outstanding past due receivables 65,166 64,830
Impairment provision (7,084) (5,471)

The amounts of these past due financial assets that had not been provisioned relate to customers with no history of bad debts.

The amount of the collection rights not yet due assigned by the Group under the factoring without recourse agreements arranged with Spanish, French, US, Brazilian, Portuguese, German, Mexican, Polish, Hungarian, Swedish, Czech, Rumanian, Slovak and UK banks, that were eliminated from the Consolidated Balance Sheet, amounted to 750,786 thousand euros and to 599,592 thousand euros at 31 December 2022 and 31 December 2021, respectively. 2022 2021

The expense recognised at 31 December 2022 for the assignment of the receivables under the nonrecourse factoring contracts amounted to 14,761 thousand euros (5,925 thousand euros at 31 December 2021) (Note 28.b)).

b) Other receivables

The detail of this heading of the Consolidated Balance Sheet at 31 December 2022 and 31 December 2021 is as follows:

Consolidated Balance Sheet, amounted to 750,786 thousand euros and to 599,592 thousand euros at
The expense recognised at 31 December 2022 for the assignment of the receivables under the non
recourse factoring contracts amounted to 14,761 thousand euros (5,925 thousand euros at 31
The detail of this heading of the Consolidated Balance Sheet at 31 December 2022 and 31 December
Thousands of euros
2022
2021
Debtors 45,103 16,842
Debtors, related parties (Note 32.1) 67 73
Remuneration prepayments 4,031 4,329
Short-term loans to staff 90 74

Debtors includes loans granted to Group employees for the purchase from Acek Desarrollo y Gestión Industrial, S.L. of shares in the Parent Company in 2016. These loans are secured by a pledge on the shares acquired in the Parent Company. The term is seven years from the date of signature, with maturity set for the third quarter of 2023, with the outstanding balance at 31 December 2022, amounting to 27,907 thousand euros (Note 12.a.2)).

c) Current tax assets

This line item amounted to 19,829 thousand euros at 31 December 2022 (31 December 2021: 28,245 thousand euros) and reflects the collection rights related to corporate tax refunds of the Parent Company and Group companies.

d) Receivables from public authorities

The detail of this heading of the Consolidated Balance Sheet at 31 December 2022 and 31 December 2021 is as follows:

This line item amounted to 19,829 thousand euros at 31 December 2022 (31 December 2021: 28,245
thousand euros) and reflects the collection rights related to corporate tax refunds of the Parent
The detail of this heading of the Consolidated Balance Sheet at 31 December 2022 and 31 December
maturity set for the third quarter of 2023, with the outstanding balance at 31 December 2022,
2022
2021
Sundry receivables from tax authorities
166,047
172,433
VAT refund
105,320
96,284
Subsidies granted
6,468
6,664
Others
54,259
69,485
Income taxes from prior years
16,975
11,039
Receivables from Social Security
2,310
3,704

In previous years, Gestamp Brasil Industrias de Autopeças, S.A. presented various claims demanding the right to exclude the State Tax on Goods and Services (ICMS) from the PIS contributions calculation base (Social Integration Programme) and from COFINS (Contribution for Social Security Financing). At 31 December 2022, as a result of final judgments, the Parent Company had recognised 8,269 thousand euros (7,785 thousand euros at 31 December 2021) in this regard, together with the related latepayment interest, under Other in relation to various items receivable from the tax authorities.

In addition, "Others" includes the following:

  • Credit for research and development of the subsidiary Gestamp North America, INC. in the amount of 36,563 thousand euros at 31 December 2022 (32,576 thousand euros at 31 December 2021).
  • Other taxes, namely IRPJ and CSLL, to be recovered by the subsidiary Gestamp Brasil Industria de Autopeças, S.A. amounting to 5,281 thousand euros at 31 December 2022 (22,403 thousand euros at 31 December 2021).

e) Other non current assets and liabilities

As at 31 December 2022, the net amount of current assets and current liabilities is 106,857 thousand euros (97,461 thousand euros as at 31 December 2021).

The breakdown was as follows:

Thousands of euros
2022 2021
Other current Other current Other current Other current
assets liabilities Total assets liabilities Total
Operating expenses 31,254 (633) 30,621 31,363 (1,584) 29,779
Commercial agreements 63,306 (4,937) 58,369 61,648 (1,244) 60,404
Exchange rate derivative (Note 23.b.1)) 109 (104) 5 247 (155) 92
Others 20,078 (2,216) 17,862 9,783 (2,597) 7,186
Total 114,747 (7,890) 106,857 103,041 (5,580) 97,461
f)
Cash and cash equivalents
The detail of this heading of the Consolidated Balance Sheet at 31 December 2022 and 31 December
2021 is as follows:
Thousands of euros
2022 2021
Cash 1,411,076 1,240,653
Cash equivalents
Total
284,025
1,695,101
239,585
1,480,238

f) Cash and cash equivalents

Thousands of euros

The breakdown by currency and interest rate at 31 December 2022 and 31 December 2021 is as follows:

Thousands of euros
Cash equivalents correspond to deposits and surplus cash investments maturing in less than three
The breakdown by currency and interest rate at 31 December 2022 and 31 December 2021 is as
2022
Company Thousands of euros Source currency Interest rate range
Gestamp Brasil Industria de Autopeças, S.A. 1,409 Brazilian real 100.00% - 103.50% CDI
Gestamp Brasil Industria de Autopeças, S.A. 11,338 Brazilian real 10% - 30% CDI
Gestamp Brasil Industria de Autopeças, S.A. 119,256 Brazilian real 5.5832% - 6.17%
Gestamp Auto Components (Kunshan) Co., Ltd 12,902 Renminbi Yuan 1.60%
Gestamp Severstal Vsevolozhsk LLC (Stadco LLC) (GSH) 303 Russian ruble 5.00%
Gestamp Severstal Kaluga, Llc. 1,262 Russian ruble 5.00%
Gestamp Pune Automotive Pvt. Ltd. 2,504 Indian rupee 3.50% - 7.75%
Gestamp Automotive Chennai Private Limited 7,957 Indian rupee 5.05% - 5.20%
Gestamp Auto Components (Shenyang), Co. Ltd. 65,868 Renminbi Yuan 1.60% - 2.05%
Gestamp Auto Components (Dongguang), Co. Ltd. 6,593 Renminbi Yuan 0.003% - 1.60%
Gestamp Auto components Beijing 13,581 Renminbi Yuan 2.00%
Edscha Holding GmbH 20,000 Euro 0.40%
Gestamp Metal Forming (Wuhan), Ltd 18,334 Renminbi Yuan 2.05%
Gestamp Autoc. Chongquing 2,718 Renminbi Yuan 1.8%
Total 284,025
2021
Company Thousands of euros Source currency Interest rate range
40,012 Russian ruble 6.85% - 7.25%
Gestamp Severstal Kaluga, Llc. Russian ruble 6.18%
Gestamp Severstal Vsevolozshk, Llc 842
Gestamp Brasil Industria de Autopeças, S.A. 63,007 Brazilian real 99.50% - 101.00% CDI
Gestamp Auto Components (Shenyang), Co. Ltd. 56,780 Renminbi Yuan 2.03%
Gestamp Auto Components (Dongguang), Co. Ltd. 360 Renminbi Yuan 0.30%
Gestamp Auto Components (Kunshan) Co., Ltd 58,857 Renminbi Yuan 2.025% - 2.050%
Gestamp Automotive Chennai Private Limited 5,878 Indian rupee 2.10% - 2.35%
Total Gestamp Metal Forming (Wuhan), Ltd 13,849
239,585
Renminbi Yuan 2.03%
2021

Nota 16. Capital, own shares and share premium

The information related to these headings at 31 December 2022 and 31 December 2021 was as follows:

The information related to these headings at 31 December 2022 and 31 December 2021 was as follows:
ITEM 31-12-2022 31-12-2021
No. of shares 575,514,360 575,514,360
Par value 0.50 0.50
Thousands of euros
Issued capital (par value) 287,757 287,757
0
(1,603)
0
(2,716)
0
Own shares 0
Share premium 61,591 61,591
Shareholders % shareholding
31-12-2022 31-12-2021
Acek Desarrollo y Gestión Industrial, S.L. 23.66% 22.87%
Gestamp 2020, S.L. 50.10% 50.10%
Own shares
Free Float
0.08%
26.16%
0.12%
26.91%

a) Share capital

The shareholder structure at 31 December 2022 and 31 December 2021 was as follows:

Shareholders % shareholding

Acek Desarrollo y Gestión Industrial, S.L. has an equity interest of 75% in the capital of Gestamp 2020, S.L.; thus, its total holding (direct and indirect) in the Parent Company was 61.23% at 31 December 2022 (60.44% at 31 December 2021).

The increase of 0.79% in the stake of Acek Desarrollo y Gestión Industrial, S.L. in the share capital of the Parent Company took place through the purchase of 4,567,933 shares in successive acquisitions during 2022.

There are no bylaw restrictions on the transfer of shares forming the Group's capital.

b) Own shares

On 27 July 2018, the Parent Company entered into a liquidity agreement with JB Capital Markets, S.V., S.A.U., adapted to Circular 1/2017, of 26 April, of the CNMV.

The framework of this agreement will be the Spanish stock markets.

This agreement stipulates the conditions under which the financial intermediary will operate for the account of the issuer, buying or selling own shares of the latter, with the sole objective of favouring the liquidity and regularity of their listing, for a duration of 12 months, which will be deemed to be tacitly extended for the same period unless indicated otherwise by the parties.

The amount earmarked to the cash account associated with the agreement was 9,000 thousand euros.

Own shares at 31 December 2022 represented 0.08% of the Parent Company's share capital (0.12% at 31 December 2021) and totalled 460,513 shares (676,492 shares at 31 December 2021), at an average acquisition price of 3.483 euros per share (4.014 euros per share at 31 December 2021).

The movement in 2022 and 2021 was as follows:

Own shares at 31 December 2022 represented 0.08% of the Parent Company's share capital (0.12% at
31 December 2021) and totalled 460,513 shares (676,492 shares at 31 December 2021), at an average
acquisition price of 3.483 euros per share (4.014 euros per share at 31 December 2021).
Number of own Thousands of
shares euros
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
Increases/Purchases
Decreases/Sales
7,674,278
(7,890,257)
26,249
(27,362)

In 2022, the sales price of the own shares detailed in the previous table amounted to 27,279 thousand euros (30,795 thousand euros at 31 December 2021), generating a loss of 83 thousand euros (gain of 366 thousand euros at 31 December 2021), recognised under Distributable Reserves (Note 17.2).

c) Share premium

The share Premium of the Parent Company amounted to 61,591 thousand euros at 31 December 2022 and 31 December 2021.

The amended Spanish Corporate Enterprises Act (Ley de Sociedades de Capital) expressly allows the use of share premium balance to increase share capital balance, corresponding to an unrestricted reserve.

Nota 17.Retained earnings

Nota 17.Retained earnings
The movements in "Retained earnings" for 2022 and 2021 are as follows:
Legal reserve (Parent Unrestricted reserves Reserves at fully Reserves at
Company) (Parent Company) consolidated
companies
associates Profit for the year Effective hedges Total
AT JANUARY 1, 2022 57,550 486,916 1,239,255 (265) 155,376 8,283 1,947,115
Profit/ (Loss) for the period 259,966 259,966
Fair value adjustments (Hedge) (Note 23.b.1)) 91,322 91,322
Actuarial gains and losses (Note 22.b)) 22,994 22,994
Appropiation of 2021 profits 22,370 131,671 1,335 (155,376)
Dividends distributed by the Parent Company (Note 17.2) (46,562) (46,562)
Dividends distributed by subsidiaries (Note 19) (Note 17.2) 18,000 (15,432) (2,568)
Treasury shares acquisitions (Note 16.b)) (Note 17.2) (83) (83)
Increased ownership interest in companies with previous control (Note 2.b)) 5,539 5,539
Other movements (381) (381)
AT DECEMBER 31, 2022 57,550 480,641 1,383,646 (1,498) 259,966 99,605 2,279,910
Reserves at fully
Legal reserve (Parent
Company)
Unrestricted reserves
(Parent Company)
consolidated Reserves at
associates
Profit for the year Effective hedges Total
companies
AT JANUARY 1, 2021
Profit/ (Loss) for the period
57,550 525,832 1,336,902 (1,331) (151,055)
155,376
(6,010) 1,761,888
155,376
Fair value adjustments (Hedge) (Note 23.b.1)) 14,293 14,293
Actuarial gains and losses (Note 22.b)) 7,310 7,310
Appropiation of 2020 profits (67,710) (84,411) 1,066 151,055
Dividends distributed by subsidiaries (Note 17.2) 30,000 (30,000)
Treasury shares acquisitions (Note 16.b)) 366 366
Increased ownership interest in companies with previous control (Note 2.b)) 7,502 7,502
Interest from participative loans (1,572) 1,572
Other movements 380 380
Legal reserve (Parent
Company)
Unrestricted reserves
(Parent Company)
consolidated
Dividends distributed by the Parent Company (Note 17.2) (46,562) (46,562)
Treasury shares acquisitions (Note 16.b)) (Note 17.2) (83) (83)
Increased ownership interest in companies with previous control (Note 2.b)) 5,539 5,539
Other movements (381) (381)
Company) (Parent Company) consolidated
Profit/ (Loss) for the period 155,376 155,376
Fair value adjustments (Hedge) (Note 23.b.1)) 14,293 14,293
Actuarial gains and losses (Note 22.b)) 7,310 7,310
Appropiation of 2020 profits (67,710) (84,411) 1,066 151,055
Dividends distributed by subsidiaries (Note 17.2) 30,000 (30,000)
Treasury shares acquisitions (Note 16.b)) 366 366
Increased ownership interest in companies with previous control (Note 2.b)) 7,502 7,502
Interest from participative loans (1,572) 1,572
380 380
Other movements 1,239,255 (265) 155,376 8,283 1,947,115

17.1 Legal reserves of the Parent Company

The legal reserve of the Parent Company amounted to 57,550 thousand euros at 31 December 2021 and 31 December 2022.

The Parent Company must allocate 10% of profit for each year to set up a reserve fund until such fund reaches at least 20% of share capital, equivalent to 57.6 million euros at 31 December 2021 and 2022. This reserve cannot be distributed to shareholders and may only be used to cover, if no other reserves are available, the receivable balance of the income statement.

At 31 December 2018, the Legal Reserve had already reached 20% of the Parent Company's Share Capital; accordingly, in that year, it was not necessary to allocate any amount of profits to increase said reserve.

17.2 Unrestricted reserves of the Parent Company

The most significant changes in the Parent Company's unrestricted reserves at 31 December 2022 and 31 December 2021, in addition to the allocation of profit amounting to 22,370 thousand euros and 67,710 thousand euros in 2021 and 2020, respectively, included in the retained earnings tables, were as follows:

December 2022

  • Distribution of dividend by the Parent Company in the amount of 46,562 thousand euros:
    • o Minutes of the General Shareholders' Meeting of 10 May 2022, in which:
      • The proposal for the application of the profit for the financial year 2021 is approved, consolidating the Interim Dividend of the results of said financial year approved at the meeting of the Board of Directors held on 20 December 2021, for a gross amount of 0.038 euros gross per share, to each of the ordinary shares outstanding. This interim dividend amounted to 21,849 thousand euros and was pending payment at 31 December 2021 (Note 23.d)), and was paid on 12 January 2022.
      • It was resolved to distribute, with a charge to unrestricted reserves, a final dividend of 0.043 euros gross per share of the Parent Company. This final dividend amounted to 24,713 thousand euros and was paid on 5 July 2022.
  • Dividends distributed by subsidiaries:
    • o Minutes of the Extraordinary and Universal General Shareholders' Meeting of Gestamp Servicios, S.A., whereby it was resolved to approve the distribution to the shareholders (Parent Company) of a dividend charged to voluntary reserves in the amount of 18,000 thousand euros. This dividend is paid had been paid at 31 December 2022.
  • Result (loss) of the purchase and sale of own shares for 83 thousand euros (Note 16.b)).

December 2021

  • Dividends distributed, charged to reserves, to the Parent Company, in accordance with the minutes dated 29 October 2021, by the subsidiaries Gestamp Servicios, S.A. and Gestamp Palencia, S.A., totalling 30,000 thousand euros, which are fully paid at 31 December 2021.
  • Gains from the purchase and sale of own shares amounting to 366 thousand euros (Note 16.b)).

17.3 Availability of reserves at fully consolidated companies

Reserves held by companies consolidated under the full consolidation method are subject to a number of restrictions as to their availability depending on whether they are legal reserves, revaluation reserves or other special reserves.

The restrictions regarding the reserves mentioned above are the following:

a) Legal reserves at subsidiaries

According to prevailing legislation in the countries where these companies are located, legal reserves must reach a certain percentage of share capital, so that each year a percentage of net profit is applied to offset losses or increase share capital.

The amount of the legal reserve at 31 December 2022 and 31 December 2021 totalled 133,137 thousand euros and 125,946 thousand euros, respectively.

b) Reserve for the first-time application of IFRS (1 January 2007)

As a result of valuation of Property, plant and equipment at fair value, the land and buildings of certain subsidiaries were valued at their appraised values and an increase in reserves has been registered in the amount of the difference between the said assets´ fair values and the net carrying amounts registered by each company.

The reserves deriving from these revaluations, net of tax, amounted to 112 million euros at 31 December 2022 and 115 million euros at 31 December 2021, respectively (Note 11). This reserve is not distributable.

c) Other reserves of subsidiaries

In accordance with the current legislation of the countries in which the Group operates, the distributions of dividends are governed by law. Also, restrictions exist relating to revaluation reserves, development costs and other legal restrictions, which are not significant.

17.4 Approval of the Financial Statements and proposed distribution of profit

The 2022 individual financial statements of the Group companies will be proposed for approval by their respective General Shareholders' Meetings within the periods envisaged by the prevailing legislation. The Parent Company's directors consider that, as a result of this process, no changes will occur that may significantly affect the Consolidated Financial Statements in 2022.

The Group's Consolidated Financial Statements for 2022 were prepared by the Board of Directors of the Parent Company at its meeting held on 27 February 2023. The Parent Company's Board of Directors considers that they will be approved by the General Shareholders' Meeting of the Parent Company without any changes.

The Parent Company's Board of Directors will propose the following distribution of its profit for the year ended 31 December 2022 to the General Shareholders' Meeting:

Thousands of euros
Distributable profit
Balance of Income Statement (Profit) 56.506
Application
Interim dividends 35.086
Losses to be offset 21.420

At its meeting held on 19 December 2022, the Board of Directors of the Parent Company resolved to distribute an interim dividend out of the 2022 profit in cash, in the gross amount of 0.061 euros gross per share to each of the ordinary shares outstanding. This interim dividend amounts to 35,086 thousand euros (the number of treasury shares at 11 January 2022 was 337,765, which are not remunerated) and was pending payment at 31 December 2022 (Note 23.d)) and paid on 12 January 2023.

Limitations to the dividends distribution

The Parent Company is obliged to transfer 10% of profit for the year to a legal reserve, until this reserve reaches at least 20% of share capital. The part of the reserve that does not exceed the limit of 20% of the share capital cannot be distributed to shareholders (Note 17.1).

Once the reserves required by Law have been covered, dividends can only be distributed with a charge to profit for the year or to unrestricted reserves, if the value of equity is not, or as a result of the distribution, it does not turn out to be less than the share capital. For these purposes, the profit allocated directly to equity cannot be directly or indirectly distributed. Should prior years' losses exist leading the value of the Parent Company's equity to be less than share capital, profit will be allocated to offset such losses.

Aside from these legal limitations, other contractual limitations exist, which are detailed in Note 23.

Nota 18.Translation differences

Nota 18.Translation differences
The breakdown of translation differences is as follows: Thousands of euros
Segment / Country 2022 2021 Difference
Western Europe
Germany 2,612 347 2,265
Spain (68,022) (75,195) 7,173
Luxembourg (1) (1) -
United Kingdom (10,572) (6,026) (4,546)
Sweden (11,342) (27,195) 15,853
Morocco (356) 524 (880)
Eastern Europe
Slovakia (140) (140) -
Hungary (7,055) (5,307) (1,748)
Poland (41,149) (38,058) (3,091)
Czech Republic (693) (2,315) 1,622
Romania (273) (248) (25)
Russia (81,527) (73,827) (7,700)
Turkey (80,979) (95,956) 14,977
Bulgaria (1) 5 (6)
Mercosur
Argentina (66,085) (70,818) 4,733
Brazil (51,664) (60,193) 8,529
North America
USA (43,434) (37,376) (6,058)
Mexico (29,764) (64,229) 34,465
Asia
China 31,227 39,799 (8,572)
South Korea 1,368 1,191 177
India (8,773) (3,198) (5,575)
Japan (1,077) (221) (856)
Thailand 58 37 21
Taiwan 183 201 (18)
Total (467,459) (518,199) 50,740
  • in Western Europe, due to the fluctuation of the Swedish krona;
  • in Eastern Europe due to fluctuations in the Turkish lira and Russian rouble;
  • in North America mainly due to the fluctuation of the Mexican peso;
  • Mercosur due to the fluctuation of Brazilian real; and
  • in Asia, mainly due to the fluctuation of the Chinese yuan renminbi and the Indian rupee.

Nota 19.Non-controlling interests

The translation differences at 31 December 2022 of Argentina and Turkey included the effect of the
inflation adjustment, amounting to 45,689 thousand euros and 30,587 thousand euros, respectively
(Note 4.5).
Also, at 31 December 2021, they include the effect of the inflation adjustment in Argentina amounting
to 38,932 thousand euros (Note 4.5).
Nota 19.Non-controlling interests
The changes in this heading, by company, in at 31 December 2022 and 31 December 2021 were as
follows:
Thousands of euros
Company 31-12-2021 Changes in scope of
Translation differences
consolidation
Dividends paid Acquisition of non-
controlling interests (with
previous control over the company)
Other movements Profit (loss) for the year 31-12-2022
Gestamp Holding Rusia, S.L./Todlem, S.L./ Gestamp Severstal Vsevolozhsk Llc./
Gestamp Severstal Kaluga, Llc.
17,527 6,255 (8,449) 829 (14,875) 1,287
Gestamp Auto Components (Kunshan) Co., Ltd/Gestamp Holding China, AB 34,107 (3,979) (30,139) 11 -
Shanghai Edscha Machinery Co., Ltd./Edscha Automotive Components (Shanghai) 6,637 (17) 600 (2,390) 4,830
Co. Ltd.
Edscha Pha, Ltd./Edscha Pha Automotive Components (Kunshan) Co. Ltd.
19,168 (25) 158 4,847 24,148
Edscha Aapico Automotive Co. Ltd. 1,193 124
(538)
558 1,337
Gestamp Brasil Industria Autopeças, S.A./Gestamp Sorocaba Industria de 21,882 3,561 49 7,763 33,255
Autopecas Ltd.
G. Holding Argentina, S.L. and Argentinian companies
(539) 2,031 224 (2,264) (548)
G. Holding México, S.L. and Mexican companies 125,192 7,978
(1,425)
(538) 3,077 134,284
G. North America, INC and North American companies 47,922 5,875 2,528 (16,092) 40,233
Mursolar 21, S.L./Gestamp A. Shenyang, Co. Ltd./Gestamp A. Dongguan, Co. Ltd. 39,063 (744) (201) 3,964 42,082
Beyçelik Gestamp Otomotive Sanayi, A.S. / Çelik Form Gestamp Otomotive, A.S./
Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S./Gestamp Beycelik Romanía,
S.R.L./Beyçelik Gestamp Sasi Otomotive Sanayi, A.S.
40,889 19,232 (2,620) (2,399) 30,763 85,865
Gestamp Automotive India Private Ltd. 46,704 (2,696) (2) 6,525 50,531
Jui Li Edscha Body S ystem Co. Ltd./Jui Li Edscha Hainan Industry Enterprise Co. 3,250 (153)
(491)
(115) 1,532 4,023
Ltd/ Jui Li Edscha Holding Co. Ltd.
Tuyauto Gestamp Morocco, S.A.
756 (83) 143 805 1,621
5,781 (6) 35 727 6,537
(1,766) 798 16,836 74,012
Gestamp Etem Automotive Bulgaria, S.A.
G. Auto Components (Tianjin) Co. Ltd./G. Auto Components Beijing Co. Ltd./G.
New Energy vehicle C. Beijing Co. Ltd.
Sideacero and Gescrap and Reimasa companies
58,144
-
129,300 - - - 129,300

Business combinations of the Sideacero subgroup amounting to 129,300 thousand euros (Note 3).

Acquisition of non-controlling interest (control over the company previously):

Partial divestment by COFIDES, S.A. S.M.E. for the amount of 38,588 thousand euros (Note 2.b).

Dividends paid:

  • Distribution of dividends by Edscha Aapico Automotive Co. Ltd., on 25 May 2022.
  • Dividends paid by Beyçelik Gestamp Kalip, A.S. on 25 March 2022.
  • Dividends paid by Beyçelik Holding Mexico on 23 December 2022.
  • Dividends paid by Jui Li Edscha Body System Co. Ltd., in the third quarter of the year.

Thousands of euros
Acquisition of non-
controlling interests (with
Company 31-12-2020 Capital increase
Translation differences
Dividends paid previous control over the company) Other movements Profit (loss) for the year 31-12-2021
Gestamp Holding Rusia, S.L./Todlem, S.L./ Gestamp Severstal Vsevolozhsk Llc./ 14,096 3,451 (4,089) (100) 4,169 17,527
Gestamp Severstal Kaluga, Llc.
Gestamp Auto Components (Kunshan) Co., Ltd/Gestamp Holding China, AB
40,576 3,036 (9,815) (420) 730 34,107
Shanghai Edscha Machinery Co., Ltd./Edscha Automotive Components (Shanghai) Co. 8,488 730 61 (2,642) 6,637
Ltd.
Edscha Pha, Ltd./Edscha Pha Automotive Components (Kunshan) Co. Ltd.
14,766 364 259 3,779 19,168
Edscha Aapico Automotive Co. Ltd. 1,087 16 (354) 6 438 1,193
Gestamp Brasil Industria Autopeças, S.A./Gestamp Sorocaba Industria de Autopecas 21,732 (46) (2,029) 2,225 21,882
Ltd.
G. Holding Argentina, S.L. and Argentinian companies
(2,528) 2,876 889 (1,776) (539)
G. Holding México, S.L. and Mexican companies 115,178 2,706 339 6,969 125,192
G. North America, INC and North American companies 53,399
64,649
(1,139) (2,756) (1,582) 47,922
3,584 (33,530) (555) 4,915 39,063
Mursolar 21, S.L./Gestamp A. Shenyang, Co. Ltd./Gestamp A. Dongguan, Co. Ltd.
Beyçelik Gestamp Otomotive Sanayi, A.S. / Çelik Form Gestamp Otomotive, A.S./
Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S./Gestamp Beycelik Romanía,
S.R.L./Beyçelik Gestamp Sasi Otomotive Sanayi, A.S.
36,454 (16,787) (3,693) 631 24,284 40,889
Gestamp Automotive India Private Ltd. 41,246 3,012 (1,370) 3,816 46,704
Jui Li Edscha Body S ystem Co. Ltd./Jui Li Edscha Hainan Industry Enterprise Co. Ltd/ Jui
Li Edscha Holding Co. Ltd.
2,627 260 (343) 1 705 3,250
Tuyauto Gestamp Morocco, S.A. (90) 3 (90) 933 756
Gestamp Etem Automotive Bulgaria, S.A. 5,035 4 (7) 749 5,781
G. Auto Components (Tianjin) Co. Ltd./G. Auto Components Beijing Co. Ltd./G. New
Energy vehicle C. Beijing Co. Ltd.
27,418 15,076 3,658 (377) 12,369 58,144

Proportional capital increase of the subsidiary Gestamp Auto Components (Tianjin) Co. Ltd., on 18 November 2021.

Acquisition of non-controlling interest (control over the company previously)

Desinversión parcial por parte de COFIDES, S.A. S.M.E. for the amount of 47,434 thousand euros (Note 2.b).

Dividends paid:

  • Distribution of dividends by Edscha Aapico Automotive Co. Ltd., on 19 May 2021.
  • Dividends paid by the companies Beyçelik Gestamp Otomotive Sanayi, A.S. on 2 June 2021, Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. on 9 April 2021 and Çelik Form Gestamp Otomotive, A.S. on 2 July 2021.
  • Dividends paid by Jui Li Edscha Body System Co. Ltd., on 25 May 2021.

The most significant non-controlling interests mentioned in this Note have protecting rights mainly related to significant decisions on divestments of fixed assets, company restructuring, granting of guarantees, distribution of dividends and changes in articles of association. These protecting rights do not significantly restrict the Group capacity to access to or to use their assets as well as to liquidate their liabilities.

The financial information of the subsidiaries that have significant non-controlling interests is shown in the following table, which was prepared as follows:

  • Taking as a base the individual financial statements of each subgroup, except for the United States, Argentina, Mexico and Brazil, for which the consolidated financial statements were taken.
  • These financial statements are presented in line with the Group's criteria.
  • They do not include inter-company eliminations performed in the consolidation of the Gestamp Automoción Group.

Condensed Income Statement for 31 December 2022 and 31 December 2021:


The remaining consolidation adjustments performed in the consolidation of the Gestamp
Automoción Group are presented in an additional line.
Condensed Income Statement for 31 December 2022 and 31 December 2021:
2022
Item USA Subgroup Argentina
Subgroup
Mexico Subgroup Brazil Subgroup Beyçelik
Gestamp Kalip,
A.S Subgroup
Mursolar Subgroup Todlem Subgroup Total
Operating income 1,755,102 156,294 553,910 679,992 614,093 244,894 32,726 4,037,011
Operating expense
Operating profit
(1,804,225) (49,123) (155,763)
531
(523,266)
30,644
(614,053)
65,939
(533,283)
80,810
(218,465)
26,429
(38,790)
(6,064)
(3,887,845)
149,166
Financial profit (27,486) (4,700) (10,390) (29,233) (85) 1,269 (137) (70,762)
Exchange gain (losses)
Impairment and other
943
-
(6,916)
2,234
(7,040)
10,322
2
(440)
(8,062)
-
(206)
-
(9,987)
-
(31,266)
12,116
Profit before taxes (75,666) (8,851) 23,536 36,268 72,663 27,492 (16,188) 59,254
Income tax expense 32,262 2,002 (5,186) (10,681) - (751) - 17,646
Profit for the year from discontinued operations net of taxes - - - - - - - -
Non-controlling interest - 485 - - - - - 485
Profit attributable to parent company (43,404) (6,364) 18,350 25,587 72,663 26,741 (16,188) 77,385
Gain (Loss) attributable to non-controlling interest 30%
(13,021)
30%
(1,909)
30%
5,505
30%
7,676
50%
36,332
17.50%
4,680
29.23%
(4,732)
34,531
Consolidation adjustments (3,071) (355) (2,428) 87 (5,569) (716) (10,143) (22,195)
Non-controlling interest profit (16,092) (2,264) 3,077 7,763 30,763 3,964 (14,875) 12,336
Other subgroup non-controlling interest
Onther non-significative non-controlling interest
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
29,440
Total profit (loss) attributable to non-controlling interests (16,092) (2,264) 3,077 7,763 30,763 3,964 (14,875) 41,776
2021
Beyçelik
Item USA Subgroup Argentina Subgroup Mexico Subgroup Brazil Subgroup Gestamp Kalip,
A.S Subgroup
Gestamp Holding China
Subgroup
Mursolar Subgroup Todlem Subgroup Total
Operating income 1,415,022 119,931 409,894 340,866 487,524 123,798 196,569 98,649 3,192,253
Operating expense (1,408,062) (118,275) (378,389) (318,139) (400,203) (121,717) (168,568) (87,460) (3,000,813)
Operating profit 6,960 1,656 31,505 22,727 87,321 2,081 28,001 11,189 191,440
Financial profit
Exchange gain (losses)
(23,127)
(89)
(1,820)
(1,348)
(5,598)
1,944
(14,975)
(430)
(1,816)
(29,212)
1,433
239
671
315
(1,039)
3,260
(46,271)
(25,321)
Impairment and other - 1,961 2,160 (41) - -
-
- 4,080
Profit before taxes
Income tax expense
(16,256)
(387)
449
(3,608)
30,011
(5,529)
7,281
(1,925)
56,293
-
3,753
(8)
28,987
54
13,410
-
123,928
(11,403)
Profit for the year from discontinued operations net of taxes - - - - - -
-
- -
Non-controlling interest
Profit attributable to parent company
-
(16,643)
242
(2,917)
-
24,482
-
5,356
-
56,293
3,745 -
-
29,041
-
13,410
242
112,767
30% 30% 30% 30% 50% 23.30% 17.50% 37.66%
Gain (Loss) attributable to non-controlling interest (4,993) (875) 7,345 1,607 28,147 873 5,082 5,050 42,236
Consolidation adjustments
Non-controlling interest profit
3,411
(1,582)
(901)
(1,776)
(376)
6,969
618
2,225
(3,863)
24,284
(143)
730
(167)
4,915
(879)
4,171
(2,300)
39,936
- - - - -
-
(2)
-
(2)
20,147
Other subgroup non-controlling interest
Onther non-significative non-controlling interest
-
-
- - - - -
-
A.S Subgroup Subgroup
Operating income 1,415,022 119,931 409,894 340,866 487,524 123,798 196,569 98,649 3,192,253
Operating expense (1,408,062) (118,275) (378,389) (318,139) (400,203) (121,717) (168,568) (87,460) (3,000,813
Operating profit 6,960 1,656 31,505 22,727 87,321 2,081 28,001 11,189 191,440
Financial profit (23,127) (1,820) (5,598) (14,975) (1,816) 1,433 671 (1,039) (46,271)
Exchange gain (losses) 89) (1,348) 1,944 (430) (29,212) 239 315 3,260 (25,321)
Impairment and other 1,961 2,160 (41) 4,080
Profit before taxes (16,256) 449 30,011 7,281 56,293 3,753 28,987 13,410 123,928
Income tax expense (387) (3,608) (5,529) (1,925) (8) 54 (11,403)
Profit for the year from discontinued operations net of taxes
Non-controlling interest 242 242
Profit attributable to parent company (16,643) (2,917) 24,482 5,356 56,293 3,745 29,041 13,410 112,767
30% 30% 30% 30% 50% 23.30% 17.50% 37.66%
Gain (Loss) attributable to non-controlling interest (4,993) (875) 7,345 1,607 28,147 873 5,082 5,050 42,236
Consolidation adjustments 3,411 (901) (376) 618 (3,863) (143) (167) (879) (2,300)
Non-controlling interest profit (1,582) (1,776) 6,969 2,225 24,284 730 4,915 4,171 39,936
Other subgroup non-controlling interest (2) (2
Onther non-significative non-controlling interest 20,147
Total profit (loss) attributable to non-controlling interests (1 582) (1 776) 6969 2 275 24 284 730 4915 4 169 60 081
Condensed Balance Sheet at 31 December 2022 and 31 December 2021:
2022
Item USA
Subgroup
Argentina
Subgroup
Mexico
Subgroup
Brazil
Subgroup
Beyçelik
Gestamp Kalip,
A.S. Subgroup
Mursolar
Subgroup
Todlem
Subgroup
Total
Total non-current assets 1,473,398 67,207 286,073 274,764 231,743 110,978 59,035 2,503,198
Total current assets 381,036 43,444 364,514 255,973 384,187 178,179 18,492 1,625,825
Total non-current liabilities (298,274) (16,628) (139,390) (54,048) (72,999) (3,884) (20,589) (605,812)
Total current liabilities (1,378,793) (82,775) (164,355) (317,163) (370,545) (40,590) (50,147) (2,404,368)
Equity (135,462) (58,474) (413,565) (206,067) (229,649) (238,057) (54,440) (1,335,714)
Translation differences (41,905) 47,226 66,723 46,541 57,263 (6,626) 47,649 216,871
30% 30% 30% 30% 50% 17.50% 29.23% -
Equity attributable to non-controlling interest (53,210) (3,374) (104,053) (47,858) (86,193) (42,820) (1,985) (339,493)
Consolidation adjustments 12,977 3,922 (30,230) 14,603 328 738 698 3,036
Non-controlling interest (40,233) 548 (134,283) (33,255) (85,865) (42,082) (1,287) (336,457)
Other not signitificative non-controlling interest - - - - - - - (296,340)
Total non-controlling interests (632,797)
The increase in other non-significative non-controlling interests from 2021 to 2022 relates mainly to
the inclusion of the Sideacero subgroup amounting to 129,300 thousand euros (Note 3).
2021
Item USA Subgroup Argentina
Subgroup
Mexico Subgroup Brazil Subgroup Beyçelik
Gestamp Kalip,
A.S. Subgroup
Gestamp
Holding China
Subgroup
Mursolar Subgroup Todlem Subgroup Total
Total non-current assets 1,288,813 56,210 265,297 241,833 101,115
63,129
110,448 67,663 2,194,508
Total current assets 434,152 37,587 285,032 162,184 226,235
149,228
141,347 67,492 1,503,257
Total non-current liabilities (1,164,135) (15,770) (124,895) (102,299) (32,360)
(702)
(144) (29,353) (1,469,658)
Total current liabilities (386,251) (66,748) (123,490) (179,318) (214,777)
(66,347)
(20,029) (58,724) (1,115,684)
Equity (149,630) (64,808) (399,966) (181,270) (161,548)
(128,193)
(220,505) (100,386) (1,406,306)
Translation differences (22,949)
30%
53,529
30%
98,022
30%
58,870
30%
81,335
(17,115)
50%
23.30%
(11,117)
18%
53,308
37.66%
293,883
-
Equity attributable to non-controlling interest
Consolidation adjustments
(51,774)
3,852
(3,384)
3,923
(90,583)
(34,609)
(36,720)
14,838
(40,107)
(33,857)
(782)
(250)
(40,534)
1,471
(17,730)
203
(314,689)
(11,354)

Condensed Balance Sheet at 31 December 2022 and 31 December 2021:

A.S. Subgroup
Total non-controlling interests (632,797)
The increase in other non-significative non-controlling interests from 2021 to 2022 relates mainly to
the inclusion of the Sideacero subgroup amounting to 129,300 thousand euros (Note 3).
2021
Item USA Subgroup Argentina
Subgroup
Mexico Subgroup Brazil Subgroup Beyçelik
Gestamp Kalip,
A.S. Subgroup
Gestamp
Holding China
Subgroup
Mursolar Subgroup Todlem Subgroup Total
Total non-current assets 1,288,813 56,210 265,297 241,833 101,115 63,129 110,448 67,663 2,194,508
Total current assets 434,152 37,587 285,032 162,184 226,235 149,228 141,347 67,492 1,503,257
Total non-current liabilities (1,164,135) (15,770) (124,895) (102,299) (32,360) (702) (144) (29,353) (1,469,658)
Total current liabilities (386,251) (66,748) (123,490) (179,318) (214,777) (66,347) (20,029) (58,724) (1,115,684)
Equity (149,630) (64,808) (399,966) (181,270) (161,548) (128,193) (220,505) (100,386) (1,406,306)
Translation differences (22,949) 53,529 98,022 58,870 81,335 (17,115) (11,117) 53,308 293,883
Equity attributable to non-controlling interest 30%
(51,774)
30%
(3,384)
30%
(90,583)
30%
(36,720)
50%
(40,107)
23.30%
(33,857)
18%
(40,534)
37.66%
(17,730)
-
(314,689)
Consolidation adjustments 3,852 3,923 (34,609) 14,838 (782) (250) 1,471 203 (11,354)
Non-controlling interest (47,922) 539 (125,192) (21,882) (40,889) (34,107) (39,063) (17,527) (326,043)
Other not signitificative non-controlling interest - - - - - - - - (141,633)
Total non-controlling interests (467,676)
Condensed Cash Flow Statement for 31 December 2022 and 31 December 2021: 2022
Beyçelik
Item USA Argentina Mexico Brazil Gestamp Kalip, Mursolar Todlem
Subgroup Subgroup Subgroup Subgroup A.S Subgroup Subgroup Subgroup
Operating activities 90,440 10,192 67,527 152,748 67,521 45,712 9,185
Investing activities (156,725) (3,247) (8,386) (26,511) (84,439) (78,569) (1,580)
Financing activities 20,299 (13,639) 5,253 (58,201) 15,303 (7,283) (40,242)
Net increase (decrease) of cash
or cash equivalents
(45,986) (6,694) 64,394 68,036 (1,615) (40,140) (32,637)
2021
Item USA
Subgroup
Argentina
Subgroup
Mexico
Subgroup
Brazil
Subgroup
Beyçelik
Gestamp Kalip,
A.S Subgroup
Gestamp
Holding China
Subgroup
Mursolar
Subgroup
Todlem
Subgroup

Condensed Cash Flow Statement for 31 December 2022 and 31 December 2021:

Total non-controlling interests (467,676)
Condensed Cash Flow Statement for 31 December 2022 and 31 December 2021:
2022
Item USA
Subgroup
Argentina
Subgroup
Mexico
Subgroup
Brazil
Subgroup
Beyçelik Gestamp Kalip,
A.S Subgroup
Mursolar
Subgroup
Todlem
Subgroup
Net increase (decrease) of cash
2021
Item USA
Subgroup
Argentina
Subgroup
Mexico
Subgroup
Brazil
Subgroup
Beyçelik
Gestamp Kalip,
A.S Subgroup
Gestamp
Holding China
Subgroup
Mursolar
Subgroup
Todlem
Subgroup
Operating activities 71,220 15,570 97,520 52,409 73,165 14,856 29,491 32,382
31,083 (325) (20,415) (22,418) (36,893) (22,258) (53,898) 116,155
(3,094) (121,473) (15,960) (67,077) 9,371 (10,825) (127,705)
Investing activities
Financing activities
(124,193) (44,368) 14,031 (30,805) 1,969 (35,232) 20,832
2021
Item USA
Subgroup
Argentina
Subgroup
Mexico
Subgroup
Brazil
Subgroup
Beyçelik
Gestamp Kalip,
A.S Subgroup
Gestamp
Holding China
Subgroup
Mursolar
Subgroup
Todlem
Subgroup
Net increase (decrease) of cash

Nota 20.Deferred income

Deferred income includes grants related to assets obtained by Group subsidiaries, pending release to the Consolidated Income Statement.

The variation in this heading at 31 December 2022 and 31 December 2021 was as follows:

The variation in this heading at 31 December 2022 and 31 December 2021 was as follows:
Thousands of euros
Balance at December 31, 2020 37,481
Grants received during the financial year 2,788
Grants returned during the financial year (308)
Grants released to income in the year (Note 26.b)) (5,088)
Translation differences (104)
Other movements 72
Balance at December 31, 2021 34,841
Changes in scope of consolidation 98
Grants received during the financial year 6,752
Grants returned during the financial year (278)
Grants released to income in the year (Note 26.b)) (5,538)
Translation differences (229)
Other movements 14

Nota 21.Provisions and contingent liabilities

Translation differences (229)
generated in the business combination of Sideacero subgroup (Note 3).
The Group companies are able to meet all the requirements demanded by administrative resolutions
regarding the awarding of subsidies to qualify as non-reimbursable grants.
Nota 21.Provisions and contingent liabilities
The detail for this item, at 31 December 2022 and 31 December 2021 was as follows:
Non-current Thousands of euros
Current
Total
2022 2021 2022 2021 2022 2021
Provisions 169,504 174,718 62,352 29,435 231,856 204,153
Uncertain tax position liabilities 1,821
171,325
6,393
181,111
-
62,352
-
29,435
1,821
233,677
6,393
210,546
Nota 21.Provisions and contingent liabilities
The detail for this item, at 31 December 2022 and 31 December 2021 was as follows:
Thousands of euros
171,325 181,111 62,352 29,435 233,677 210,546
Provisions
The breakdown of this heading during 2022 and 2021 was as follows:
Thousands of euros
Non-current Current Total
2022 2021 2022 2021 2022 2021
Provision for employee compensation
Provision for other responsibilities
85,441
84,063
143,867
30,851
38,269
24,083
699
28,736
123,710
108,146
144,566
59,587
169,504 174,718 62,352 29,435 231,856 204,153
Provision for
employee
compensation
Provision for other
responsibilities
Total
Balance at December 31, 2020 134,786 67,326 202,112
Additions 31,225 20,792 52,017
Disposals (22,527) (42,703) (65,230)
Translation differences 393 (2,038) (1,645)
Other movements 689 16,210 16,899
Balance at December 31, 2021 144,566 59,587 204,153
Changes in consolidation scope 64 7,340 7,404
Additions 26,352 79,010 105,362
Disposals (43,602) (42,303) (85,905)
Translation differences 736 286 1,022
Other movements (4,406) 4,226 (180)
Balance at December 31, 2022 123,710 108,146 231,856

Provision for employee compensation

According to the commitments undertaken, the Group has legal, contractual and implicit obligations to staff of certain subsidiaries whose amount or maturity is uncertain.

This heading relates to a long-term incentive plan whose date for assessing the meeting of objectives was year-end 2022, and the first half of 2023 as the settlement period, as provided in the last revision in 2020.

The provision for long term defined benefit plans is quantified considering the possible affected assets according to the registration and valuation standards.

Changes in the consolidation scope in 2022 amounting to 64 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3).

Additions in both 2022 and 2021 mainly related to:

  • Provisions for employee remuneration regarding seniority awards and other benefits for remaining at the company.
  • Provisions for employee compensation based on a long-term incentive plan.

Disposals in 2021 and 2022 mainly relate to reversals of long-term employee provisions.

Provision for other responsibilities

This line item primarily reflects provisions recognised by certain Group companies to cover specific risks arising from their day-to-day businesses and provisions for personnel restructuring.

Changes in the consolidation scope in 2022 amounting to 7,340 thousand euros related to the changes generated in the business combination of Sideacero subgroup (Note 3).

The Additions in 2021 and 2022 relate mainly to provisions for other trade and litigation. In addition, given the situation of our plants in Russia, which have had no industrial activity since February 2022, and with the ongoing uncertainty regarding operations in that country, as well as the fact that we are awaiting a position to be taken by our main customers, whom we have to support on a global basis, a provision of 20.0 million euro has been made to cover potential risks arising from this situation, as well as an additional asset depreciation charge of 16.6 million euros (see Note 11).

The disposals in 2022 and 2021 relate mainly to hedges of risks arising from the companies' own activities and to other litigation.

In addition, the year 2021 includes recognition of a provision by the Group in relation to the COVID-19 pandemic, corresponding to the estimated costs to be incurred in restructuring and adapting the production structures to the new situation expected at that time.

Other changes in 2021 includes mainly the transfers from other headings.

The Group's directors consider that provisions registered in the Consolidated Balance Sheet duly cover the risks for litigations, arbitration and other contingencies, and no additional related liabilities are expected.

Uncertain tax positions liabilities

The changes in this heading during 2022 and 2021 are as follows:

Ucertain tax
position liabilities
Balance at December 31, 2020 7,753
Additions
Disposals (1,360)
Translation differences
Other movements
Balance at December 31, 2021 6,393
Additions 37
Disposals (4,609)
Translation differences
Other movements
Balance at December 31, 2022
1,821

The Group basically books the estimated amount of tax debts related to tax assessments commenced by the tax authorities and currently appealed against before the courts and others whose exact amount or payment date is uncertain.

At 31 December 2022 and 31 December 2021, the Group has no other significant contingent liabilities in addition to those included above.

Nota 22. Provision for employee compensation

The detail of the amounts recognised as provisions for remuneration to employees was as follows:

Non-current Current Total
Item 2022 2021 2022 2021 2022 2021
Employee benefits a) 13,878 51,711 38,269 699 52,147 52,410
Post-employment benefits
Defined benefit plans b) 71,563 92,156 - - 71,563 92,156
Total (Note 21) 85,441 143,867 38,269 699 123,710 144,566
a)
Employee benefits
The amount recognised as remuneration to employees includes the amounts provisioned by certain
Group companies for long-service bonuses and other benefits for remaining at the company

The amount recognised as remuneration to employees includes the amounts provisioned by certain Group companies for long-service bonuses and other benefits for remaining at the company (anniversaries, retirement, medals, etc.), as well as the long-term incentive plan.

b)
Defined benefit plans
The Group has defined benefit pension plans. The main pension plans relate to various companies
located in Germany and France. These plans include plans partially financed by an investment fund
and plans not financed through the fund.
The risks associated with the different defined benefit plans are those inherent to the pension plans
that are not financed by an external fund without recourse to the employer. Furthermore, other risks
associated with defined benefit plans common both to the plans partially financed and to the
unfinanced plans, are of a demographic nature, such as the mortality and longevity of the employees
included in the plan, and those of a financial nature, such as pension increase rates based on inflation.
The balance recognised at 31 December 2022 and 31 December 2021, corresponding to those plans,
broken down by country, was as follows:
Thousand of euros
Item Germany France Total
Present value of the defined benefit obligation 66,429 9,944 76,373
Fair value of plan assets and reimbursement rights (3,922) (888) (4,810)
Value of defined benefit obligation at December 31, 2022
62,507 9,056 71,563
Thousand of euros
The risks associated with the different defined benefit plans are those inherent to the pension plans
that are not financed by an external fund without recourse to the employer. Furthermore, other risks
associated with defined benefit plans common both to the plans partially financed and to the
unfinanced plans, are of a demographic nature, such as the mortality and longevity of the employees
included in the plan, and those of a financial nature, such as pension increase rates based on inflation.
The balance recognised at 31 December 2022 and 31 December 2021, corresponding to those plans,
broken down by country, was as follows:
Thousand of euros
Item Germany France Total
Fair value of plan assets and reimbursement rights (3,922) (888) (4,810)
Value of defined benefit obligation at December 31, 2022
62,507 9,056 71,563
Thousand of euros
Item Germany France Total
Present value of the defined benefit obligation 88,215 9,287 97,502
Fair value of plan assets and reimbursement rights (4,487) (859) (5,346)

Thousand of euros
Germany France Total
Present value of the defined benefit obligation at December 31, 2020
Current service cost year 2021
93,493
3,044
10,133
590
103,626
3,634
Gains and losses arising from settlements 103 103
Interest income or expense 415 64 479
Pension cost charged to profit and loss at 2021 3,459 757 4,216
Payments from the plan except any settlements (2,456) (409) (2,865)
Payments from plan settlements
Actuarial gains and losses arising from changes in demographic assumptions
(242) -
(120)
-
(362)
Actuarial gains and losses arising from changes in financial assumptions (6,032) (846) (6,878)
Actuarial gains and losses attributable to non-controlling interests - - -
Tax effect - -
Remeasurements of the net defined benefit liability (6,274) (966) (7,240)
(*)
Effect of disposals -
Other effects
Present value of the defined benefit obligation at December 31, 2021
(7)
88,215
(228)
9,287
(235)
97,502
Current service cost year 2022 2,562 606 3,168
Gains and losses arising from settlements - -
Interest income or expense 858 49 907
Pension cost charged to profit and loss at 2022 3,420 655 4,075
Payments from the plan except any settlements (2,236) (327) (2,563)
Payments from plan settlements
Actuarial gains and losses arising from changes in demographic assumptions
- 29 29
Actuarial gains and losses arising from changes in financial assumptions (23,045) (202) (23,247)
Actuarial gains and losses attributable to non-controlling interests -
Tax effect -
Remeasurements of the net defined benefit liability (23,045) (173) (23,218)
(**)
Effect of disposals - -
Other effects
Present value of the defined benefit obligation at December 31, 2022
75
66,429
502
9,944
577
76,373
The changes in the fair value of the assets used in the plan are as follows:
Germany Thousand of euros
France
Total
Fair value of plan assets and reimbursement rights at December 31, 2020 4,378 1,511 5,889
Interest income or expense 18 6 24
Pension cost charged to profit and loss at 2021 18 6 24
Payments from the plan except any settlements (409) (409)
Return on plans assets, excluding amounts included in interest
Actuarial gains and losses arising from changes in demographic assumptions
70 - -
70
Actuarial gains and losses attributable to non-controlling interests - -
Remeasurements of the net defined benefit liability 70 - 70 (*)
Contributions to the plan by the employer 21 (249) (228)
859 5,346
Fair value of plan assets and reimbursement rights at December 31, 2021 4,487
Payments from plan settlements
Actuarial gains and losses attributable to non-controlling interests -
Thousand of euros
Germany France Total
Fair value of plan assets and reimbursement rights at December 31, 2020 4,378 1,511 5,889
Interest income or expense 18 6 24
Pension cost charged to profit and loss at 2021 18 6 24
Payments from the plan except any settlements (409) (409)
Return on plans assets, excluding amounts included in interest - -
Actuarial gains and losses arising from changes in demographic assumptions 70 70
Actuarial gains and losses attributable to non-controlling interests - -
Remeasurements of the net defined benefit liability 70 - 70 (*)
Contributions to the plan by the employer 21 (249) (228)
Fair value of plan assets and reimbursement rights at December 31, 2021 4,487 859 5,346
Interest income or expense 44 4 48
Pension cost charged to profit and loss at 2022 44 4 48
Payments from the plan except any settlements (358) (358)
Return on plans assets, excluding amounts included in interest - -
Actuarial gains and losses arising from changes in financial assumptions (609) 383 (226)
Actuarial gains and losses attributable to non-controlling interests - -
Remeasurements of the net defined benefit liability (609) 383 (226)
(**)
Other effects
Fair value of plan assets and reimbursement rights at December 31, 2022
- - -

(*) The amount recognised as actuarial gains and losses at 31 December 2021, included as a reduction in the Statement of Changes in Equity, amounted to -7,310 thousand euros (-7,240 thousand euros corresponding to the change in value of the defined benefit liabilities and -70 thousand euros corresponding to the change in value of the assets used in the plan).

The breakdown of the expense recognised in the Consolidated Income Statement, relating to these
plans, is as follows:
Thousand of euros
Germany France Total
Item 2022 2021 2022 2021 2022 2021
Current services cost 2,562 3,044 606 590 3,168 3,634
Gains and losses arising from settlements - - - 103 - 103
Net interest on the net defined benefit liability (asset) 664 247 45 58 709 305
Net expense for defined benefit plans recognised in profit or loss
3,226 3,291 651 751 3,877 4,042
The main asset categories used in the plan and their fair value are as follows:
Thousand of euros
Germany France
Item 2022 2021 2022 2021
Investments quoted in active markets
Mixed investment funds in Europe 3,922 4,487 888 859
3,922 4,487 888 859
The main assumptions used to determine the defined benefit obligation are as follows:
Germany France
Thousand of euros
Germany France
Investments quoted in active markets
Germany Thousand of euros
France
Total
Item 2022 2021
2022
2021 2022 2021
Net expense for defined benefit plans recognised in profit or loss 3,226 3,291
651
751 3,877 4,042
The main asset categories used in the plan and their fair value are as follows:
Thousand of euros
Germany France
Investments quoted in active markets
Germany France
Item 2022 2021 2022 2021
Discount rate 3.5%-3.7% 0.9% - 1.1% 3.5% 0.8%
Expected rate of return on any plan assets 3.7% 0%- 0.9% 0.5% 1.6%
Future salary increases rate 3.0% 2.5% 3.8% 2.0%
Future pension increases rate 2%-2.25% 1.7%-1.75% 2.0% 1.5%
Inflation rate 2.0% 2.0% 2.0% 2.0%
RT 2018 G Dr.
Klaus
Heubeck
RT 2018 G Dr.
Klaus
Heubeck
INSEE F 2008-
2010
INSEE F
2008-2010
Mortality table Aon Hewitt
Standard
tables,
Aon Hewitt
Standard
tables,
Rates of employee turnover, disability and early retirement RT 2018 G Dr.
Klaus
Heubeck,
63
RT 2018 G Dr.
Klaus
Heubeck,
63
1.9% 2.0%
Proportion of plan members with dependants who will be eligible for benefits 100.0% 100.0% - -
2022
Germany France
Assumptions Sensitivity Increase Decrease Increase Decrease
Discount rate
Increase 0.5% 3,491
Decrease 0.5% 3,758
Increase 0.4% 489
Decrease 0.4% 53
Future pension increases rate
Increase
0.5% 1,727
Decrease 0.5% 1,479
Increase 0.25% 523
Decrease 0.25% 488
Future salary increases rate
Increase
Decrease
0.5%
0.5%
19 17
Mortality rate
Decrease 1 year 993 - -
Germany 2021 France
Assumptions Sensitivity Increase Decrease Increase Decrease
Discount rate
Increase 0.5% 6,082
Decrease 0.5% 6,752
Increase 0.4% 460
Decrease 0.4% 495
Future pension increases rate
Increase 0.5% 2,932
Decrease 0.5% 2,665
Increase 0.25% 301
Decrease 0.25% 289
Future salary increases rate
Future pension increases rate
Future salary increases rate
Mortality rate
Decrease 1 year 993 - -
2021
Germany France
Discount rate
Increase 0.5% 6,082
Decrease 0.5% 6,752
Increase 0.4% 460
Decrease 0.4% 495
Future pension increases rate
Increase 0.5% 2,932
Decrease 0.5% 2,665
Increase 0.25% 301
Decrease 0.25% 289
Future salary increases rate
Increase 0.5% 43
Decrease 0.5% 39
Mortality rate
Decrease 1 year 1,619 9,033
The future expected payments for contributions to the defined benefit pensions plans at 31 December
2022 and 31 December 2021 are as follows:
Thousand of euros
2022 2021
Germany Total
France
Germany France Total
1,982 123 2,105 2,208 65 2,273
Within the next 12 months 20,128 15,127 1,565
21,473
16,692
Between 2 and 5 years 17,919 2,209 39,904
Beyond 5 years 41,199 26,330 67,529 18,431

The future expected payments for contributions to the defined benefit pensions plans at 31 December 2022 and 31 December 2021 are as follows:

Thousand of euros

Nota 23. Borrowed funds

The breakdown of the Group's debt at 31 December 2022 and 31 December 2021, classified by item, is as follows:

Non current Thousands of euros Current
2022 2021 2022 2021
Item
a)
Interest-bearing loans, borrowings and debt issues
a.1) 2,252,035 2,509,166 a.2) 576,918 326,440
b)
Derivative financial instruments
b.1) 11,447 22,799 b.1) - -
c)
Other financial liabilities
429,067 506,214 686,936 469,862
Leases liabilities c.1) 395,525 369,093 c.1) 87,109 77,158
Borrowings from related parties c.2) 17,929 119,624 c.2) 111,107 9,391
Other borrowings c.3) 15,613 17,497 c.3) 488,720 383,313
d)
Other liabilities
d) 13,748 16,087 d) 197,627 152,726
Total 2,706,297 3,054,266 1,461,481 949,028
The changes in liabilities related to financing activities, as shown in a) and c) and in derivative financial
instruments in b) of the table above, are detailed as follows:
Thousand of euros
31-12-2021 Cash flow IFRS 9 application - Others 31-12-2022
Foreign exchange effect Refinancing Changes in fair value
Interest-bearing loans, borrowings and debt issues
Finance lease
2,835,606
446,251
(1,987)
36,938
3,074
(555)
(7,740)
-
2,828,953
482,634
Borrowings from related parties 129,015 1,247 6,102 (7,328) 129,036
Other borrowings 400,810 68,428 - 35,095 504,333
Gross Financial Debt (Note 4.6) 3,811,682 104,626 8,621 - -
20,027
3,944,956
Derivative financial instruments 22,799 (11,352) 11,447
TOTAL 3,834,481 104,626 8,621 - (11,352)
20,027
3,956,403
Thousand of euros
IFRS 9 application -
31-12-2020 Cash flow Foreign exchange effect Refinancing Changes in fair value
Others
31-12-2021
Interest-bearing loans, borrowings and debt issues 3,971,129 (1,167,827) 7,567 801 23,936 2,835,606
Finance lease
Borrowings from related parties
479,336
125,287
(32,804)
5,893
(281)
7,091
-
(9,256)
446,251
129,015
Other borrowings 245,257 197,359 - (41,806) 400,810
Gross Financial Debt (Note 4.6) 4,821,009 (997,379) 14,377 801 -
(27,126)
3,811,682
Derivative financial instruments 29,501 (6,702) 22,799
Thousand of euros
IFRS 9 application -
Refinancing
Other borrowings c.3) 15,613 17,497 c.3) 488,720 383,313
d)
Other liabilities
d) 13,748 16,087 d) 197,627 152,726
The changes in liabilities related to financing activities, as shown in a) and c) and in derivative financial
instruments in b) of the table above, are detailed as follows:
Thousand of euros
IFRS 9 application -
Refinancing
Derivative financial instruments 22,799 (11,352) 11,447
TOTAL 3,834,481 104,626 8,621 - (11,352)
20,027
3,956,403
Thousand of euros
31-12-2020 Cash flow IFRS 9 application - Others 31-12-2021
Interest-bearing loans, borrowings and debt issues 3,971,129 (1,167,827) Foreign exchange effect
7,567
Refinancing Changes in fair value
801
23,936 2,835,606
Finance lease 479,336 (32,804) (281) - 446,251
Borrowings from related parties 125,287 5,893 7,091 (9,256) 129,015
Other borrowings 245,257 197,359 - (41,806) 400,810
Gross Financial Debt (Note 4.6) 4,821,009 (997,379) 14,377 801 -
(27,126)
3,811,682
Derivative financial instruments
TOTAL
29,501
4,850,510
(997,379) 14,377 801 (6,702)
(6,702)
(27,126)
22,799
3,834,481

a) Interest-bearing loans, borrowing and debt issues

a.1) Non-current Bank borrowings and long-term debt securities

The breakdown, by segment and maturity date, of non-current bank borrowings and debt securities is as follows:

Thousands of euros
2022 2021
Description 2024 2025 2026 2027 Beyond Total Total
In Euro 320,935 862,723 525,071 318,444 16,052 2,043,225 2,206,051
Western Europe 313,936 854,725 517,042 313,446 16,052 2,015,201 2,176,051
Eastern Europe 6,999 7,998 8,029 4,998 - 28,024 30,000
In foreign currency 19,970 175,521 9,759 445 3,115 208,810 303,115
Brazilian real
Mercosur 172 158 - - - 330 3,225
Mexican Peso
Mercosur 863 - - - - 863 -
US Dollar
Western Europe 3,366 161,829 - - - 165,195 253,784
Mercosur 8,061 8,061 8,061 - - 24,183 4,962
Turkish lira
Eastern Europe 3,434 1,738 - - - 5,172 671
Remimbi yuan
4,074 3,735 1,698 - - 9,507 13,849
Asia
Romanian leu
- - - - - - 652
- - - 445 3,115 3,560 25,972
340,905 1,038,244 534,830 318,889 19,167 2,252,035 2,509,166
Eastern Europe
Japanese Yen
Asia
Total
At 31 December 2022, the Group held long-term bilateral credit lines maturing in more than 12 months
amounting to 96,300 thousand euros, against which 4,871 thousand euros had been drawn down and
are recognised under this heading (31 December 2021: 191,200 thousand euros, against which no
amount had been drawn down at that date). The interest rate on these policies at 31 December 2022
ranged between 1.60% and 3.60%, while at 31 December 2021 it ranged between 0.60% and 2.00%.
The detail of the maturities relating to the balances at 31 December 2021 is as follows:
Thousands of euros
2021
2023 2024 2025 2026 Beyond Total
2021
Thousands of euros

2022 Thousands of euros 2021
Descripción 2024 2025 2026 2027 Beyond Total Total
In Euro
Western Europe
328,238
321,239
865,535
857,537
525,155
517,126
322,803
317,805
16,052
16,052
2,057,783
2,029,759
2,236,287
2,206,287
Eastern Europe 6,999 7,998 8,029 4,998 - 28,024 30,000
In foreign currency 19,970 175,521 9,759 445 3,115 208,810 303,115
Brazilian real
Mercosur 172 158 - - - 330 3,225
Mexican Peso
Mercosur 863 - - - - 863
US dollar
Western Europe 3,366 161,829 - - - 165,195 253,784
Mercosur 8,061 8,061 8,061 - - 24,183 4,962
Turkish lira
Eastern Europe 3,434 1,738 - - - 5,172 671
Remimbi yuan
Asia 4,074 3,735 1,698 - - 9,507 13,849
Romanian leu
Eastern Europe - 652
Japanese Yen
Asia
- - - 445 3,115 3,560 25,972
Total 348,208 1,041,056 534,914 323,248 19,167 2,266,593 2,539,402
Thousand of euros
2021

At 31 December 2022 or 2021, there were no items of property, plant, and equipment set aside to secure bank loans.

In addition, there are security interests that are detailed in the description of the individual transactions included in this Note.

The annual nominal interest rate on interest-bearing loans at 31 December 2022 is as follows:

Interest rate
Loans denominated in euros: 3.00% - 4.30%
Loans denominated in Brazilian reals* 3.50% - 9.20%
Loans denominated in US dollars 4.60% - 6.30%

* The lower level of the range corresponds to loans received by BNDES with a subsidised interest rate.

The annual nominal interest rate on interest-bearing loans at 31 December 2021 is as follows:

Interest rate

Loans denominated in euros:
0.90% - 1.90%

Loans denominated in Brazilian reals*
2.00% - 9.00%

Loans denominated in US dollars
1.50% - 2.00%

* The lower level of the range corresponds to loans received by BNDES with a subsidised interest rate.

The security interests existing in the financial transactions included under this heading are detailed in section a.3) of this note, except for the 2013 Syndicated Loan which, due to its singularity, is dealt with below in a separate section.

Syndicated loan 2013 (modified in subsequent years)

On 20 May 2016, the Parent Company signed an agreement modifying the original syndicated loan agreement signed on 19 April 2013, modifying both the principal, whose original amount was 532 million euros, (Tranche A1), increasing it by 340 million euros (Tranche A2), and certain conditions of such loan.

Also, a tranche of a Revolving Credit Facility exists, amounting to 325 million euros, which had not been drawn down at 31 December 2022 or at 31 December 2021.

After the required analysis, this operation was considered as a refinancing of the syndicated loan since there was no substantial modification of the debt.

On 25 July 2017, the Parent Company signed a new agreement to modify the original syndicated loan agreement signed in April 2013. This agreement implies changes in interest rates and payment dates. The maturity date for the contract was 15 July 2022.

The Group adopted IFRS 9 Financial Instruments for the first time in 2018. The accounting treatment adopted by IFRS 9 for restructurings requires adjusting the debt balance to the sum of the adjusted cash flows discounted to the original effective interest rate. This rate, once adjusted using the possible restructuring fees, must be used for subsequent periods.

The impact of the adoption of IFRS 9 at 1 January 2018 for the syndicated loan is as follows:

After the required analysis, this operation was considered as a refinancing of the syndicated loan since
On 25 July 2017, the Parent Company signed a new agreement to modify the original syndicated loan
agreement signed in April 2013. This agreement implies changes in interest rates and payment dates.
The Group adopted IFRS 9 Financial Instruments for the first time in 2018. The accounting treatment
adopted by IFRS 9 for restructurings requires adjusting the debt balance to the sum of the adjusted
cash flows discounted to the original effective interest rate. This rate, once adjusted using the possible
The impact of the adoption of IFRS 9 at 1 January 2018 for the syndicated loan is as follows:
Thousands of
euros
Liabilities
Interest-bearing loans and borrowings and debt issues (54,064)
Deferred tax liabilities 12,976
Total liabilities (41,088)
Net positive impact on equity 41,088
On 11 May 2018, the Parent Company signed a new agreement to modify the original syndicated loan
agreement signed in April 2013. This agreement implies changes in clauses of the agreement, without
altering economic terms, maturities, drawdowns and allowing interim dividend distribution.

On 11 May 2018, the Parent Company signed a new agreement to modify the original syndicated loan agreement signed in April 2013. This agreement implies changes in clauses of the agreement, without altering economic terms, maturities, drawdowns and allowing interim dividend distribution.

On 25 February 2019, the Parent Company signed a new agreement to modify the syndicated loan agreement modifying the maturity dates. Maturities initially set at 2020 and 2021 were postponed to 30 April 2023, amounting to 324 million euros. The first Tranche (Tranche A1) relates to the initial transaction while the second (Tranche A2) results from the extension made in 2016; accordingly, each one was treated separately given that the initial IRR of each transaction is different. The effect at 31 December 2019 recognised for said restructuring transaction was a positive financial result of 13,289 thousand euros, whose tax effect amounted to 3,189 thousand euros.

On 23 January 2020, the Parent Company signed a new agreement to amend the syndicated loan agreement, modifying the repayment dates so that the new maturity of the entire nominal amount is 30 April 2023. The effect at 31 December 2020 of this restructuring operation was a positive financial result of 8,293 thousand euros, with a tax effect of 1,990 thousand euros.

Also Tranche A3 was arranged amounting to 172 million US dollars, arising from the extension of the nominal amount by 61 million US dollars and the conversion of the limits of Tranche A1 arranged in euros, amounting to 111 million US dollars. The maturity dates of this new tranche are the same as those established for tranches A1 and A2.

Also, Tranche A4 was arranged, in the amount of 25 million euros, arising from the extension of the notional amount for that sum. The maturity dates of this new tranche are the same as those established for the previous tranches.

Also, this agreement to modify the syndicated loan agreement granted the Parent Company the option to extend the maturity date to 23 January 2025 of all the tranches of this financing, eliminating the repayment set for 2023, although it set as a requirement for such extension the total or partial redemption of the high yield bond issued in May 2016 before 30 September 2021; if it was not cancelled in full or was only cancelled partially before said date, the maturity date would be 30 April 2023 for the proportional part equivalent to the uncancelled part of the 2016 bond.

On 25 May 2021, the Parent Company executed the repurchase of the Bond issued in May 2016, and thus, the automatic free extension of certain maturity dates of the syndicated loan from 30 April 2023 to 23 January 2025. The effect at 31 December 2021 of this restructuring operation under IFRS 9 was finance income of 25,922 thousand euros, with a tax effect of 6,221 thousand euros.

The estimate at 31 December 2022, that is, having considered the restructuring performed at that date, of the amount to be recorded in future years under "Finance costs" with the corresponding increase in Bank borrowings, and its tax effect, is as follows:

repayment set for 2023, although it set as a requirement for such extension the total or partial
redemption of the high yield bond issued in May 2016 before 30 September 2021; if it was not
cancelled in full or was only cancelled partially before said date, the maturity date would be 30 April
2023 for the proportional part equivalent to the uncancelled part of the 2016 bond.
On 25 May 2021, the Parent Company executed the repurchase of the Bond issued in May 2016, and
thus, the automatic free extension of certain maturity dates of the syndicated loan from 30 April 2023
to 23 January 2025. The effect at 31 December 2021 of this restructuring operation under IFRS 9 was
finance income of 25,922 thousand euros, with a tax effect of 6,221 thousand euros.
The estimate at 31 December 2022, that is, having considered the restructuring performed at that
date, of the amount to be recorded in future years under "Finance costs" with the corresponding
Thousands of euros
Total impact on
results
Year
Finance expenses
Tax effect
2023
10,353
(2,485)
7,868
2024
7,158
(1,718)
5,440
2025
438
(105)
333
Total
17,949
(4,308)
13,641

These amounts may be altered in the case of extensions or early cancellations that change the accrual period of financing that will ultimately affect the accrual period.

The amount accrued under Finance expenses at 31 December 2022, as a result of applying this standard and the subsequent increase in Bank borrowings, amounted to 19,125 thousand euros (21,047 thousand euros at 31 December 2021), with the corresponding reversal of the Deferred tax liability of 4,590 thousand euros (5,051 thousand euros at 31 December 2021).

The Parent Company must accomplish certain financial obligations related to Consolidated Financial Statements over the life of the loan. These obligations are as follows:

  • "EBITDA/Financial Expense" equal to or above 4.00.
  • "Net Financial Debt/EBITDA" equal to or below 3.50

The calculation of these financial ratios is to be carried out exclusively on the basis of the quarterly Consolidated Financial Statements for each financial year.

Failure to comply with these ratios would be grounds for early repayment of the loan at the request of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. Both at 31 December 2022 and at 31 December 2021, these ratios were within the limits mentioned above, so the EBITDA / Financial expense ratio at 31 December 2022 was 10.69 (8.89 at 31 December 2021), while the Net Financial Debt/EBITDA ratio was 31 December 2022 was 1.54 (2.10 at 31 December 2021). The ratios must be calculated in accordance with the accounting standards in force at the time of signing of the initial agreement (19 April 2013), which means, in particular, that the impacts due to the application in 2022 and 2021 of IFRS 9, 15 and 16 have been reversed.

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

The outstanding amount of this syndicated loan is recognised at long term for 938,383 thousand euros (928,962 thousand euros at 31 December 2021).

Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and consolidated EBITDA, act as joint guarantors of the loans. The detail of these companies is provided in Appendix III.

Also, a pledge was arranged on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.

In addition, the Group has completed the following bond issuance transactions:

I) Bond issues of May 2016

On 11 May 2016, an issue of senior secured bonds was completed through the subsidiary Gestamp Funding Luxembourg, S.A., amounting to 500 million euros at an interest rate of 3.5%.

The Group adopted IFRS 9 Financial Instruments for the first time in 2018. The accounting treatment adopted by IFRS 9 for restructurings requires adjusting the debt balance to the sum of the adjusted cash flows discounted to the original effective interest rate. This rate, once adjusted using the possible restructuring fees, must be used for subsequent periods.

The impact of the adoption of IFRS 9 at 1 January 2018 for the bond is as follows:

Thousands of
euros
Liabilities
Interest-bearing loans and borrowings and debt issues (52,116)
Deferred tax liabilities 10,944
Total liabilities (41,172)

As commented in section on the Syndicated Loan 2013, on 25 May 2021, the Parent Company executed the repurchase of this Bond issued in May 2016, which initially matured on 15 May 2023.

At 31 December 2021, the amount accrued under Financial expenses as a result of applying IFRS 9, and the subsequent increase in debts with bank and credit institutions, including the effect from the full repurchase of the Bond, amounted to 26,722 thousand euros. This amount involved a reversal of the deferred tax liability of 5,612 thousand euros.

II) Bond issues of April 2018

In April 2018, the Group completed an issuance of senior bonds guaranteed through the Parent Company for a total aggregate amount of 400 million euros with an annual coupon of 3.25% and an IRR of 3.375%.

These bonds have an original maturity of 30 April 2026 and interest payable semi-annually (in November and May).

The amortised cost of the bond issued in April 2018, at 31 December 2022, amounts to 396 million euros (31 December 2021: 394 million euros).

Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and consolidated EBITDA, act as joint guarantors of the bond. The detail of these companies is provided in Appendix III.

Also, a pledge exists on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.

III) Schuldschein Bond Issue October 2019

On 11 November 2019, the Parent Company completed an issue of "Schuldschein" bonds amounting to 176 million euros and 10 million US dollars.

The details of the different tranches forming this bond were as follows:

The amortised cost of the bond issued in April 2018, at 31 December 2022, amounts to 396 million
Certain Group companies, which together represent a significant portion of total consolidated assets,
revenue and consolidated EBITDA, act as joint guarantors of the bond. The detail of these companies
Also, a pledge exists on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A.,
Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.
On 11 November 2019, the Parent Company completed an issue of "Schuldschein" bonds amounting
Maturity
April 28, 2023
October 28, 2024
April 28, 2026
April 28, 2026
October 28, 2024

During the month of December 2021, the Parent Company carried out the early repayment of a total amount of 54 million euros and 10 million dollars, of which 41 million euros had a maturity date of 28 October 2024, 13 million euros had a maturity date of 28 April 2023 and 10 million dollars matured at 28 October 2024.

In addition, during the month of December 2020, the Parent Company carried out the early repayment of a total amount of 39 million euros, of which 30 million euros have a maturity date of 28 October 2024 and 9 million euros a maturity date of 28 October 2023.

The Parent Company must comply with certain financial obligations exclusively at the end of each year in which this bond is in force, calculated on the basis of the Consolidated Financial Statements. These obligations are as follows:

  • "EBITDA/Financial Expense" equal to or above 4.00.
  • "Net Financial Debt/EBITDA" equal to or below 3.50

Failure to comply with these ratios would be grounds for early repayment of the loan at the request of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. At 31 Decembber 2022 and 31 December 2021, the ratios were within the above limits, EBITDA/Financial Expenses ratio is 10.69 at 31 December 2022 (8.89 at 31 December 2021), while the Net Financial Debt/EBITDA ratio is 1.54 at 31 December 2022 (2.10 at 31 December 2021). These financial ratios must be calculated excluding the impact of changes in accounting regulations after 31 December 2018.

The outstanding amount at 31 December 2022 and 2021 of the "Schuldchein" bond granted to the Parent Company is recognised at long term amounting to 83 million euros.

Certain Group companies, which together represent a significant portion of total consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies is provided in Appendix III.

a.2) Current interest-bearing loans, borrowings and debt issues

The breakdown by currency and segment of current interest-bearing loans, borrowings and debt issues is as follows:

Thousands of euros
Description Drawn down (a) Credit facilities Limit Loans (b) Accrued interest (c) Discounted bills and
Factoring (d)
(a)+(b)+(c)+(d)
TOTAL
TOTAL
31-12-22 31-12-2021 31-12-22 31-12-2021 31-12-22 31-12-2021 31-12-22 31-12-2021 31-12-22 31-12-2021 31-12-22 31-12-2021
In Euro 6,528 3,066 354,430 240,801 296,044 90,948 5,146 5,230 28 29,899 307,746 129,143
Western Europe 5,906 3,044 352,432 238,600 287,947 82,433 4,636 4,330 28 29,899 298,517 119,706
Eastern Europe 1 22 998 2,201 8,097 8,515 510 900 - - 8,608 9,437
Asia
In foreign currencies
621
2,739
-
-
1,000
27,716
-
27,569
-
263,674
-
166,227
-
1,120
-
433
-
1,639
-
30,637
621
269,172
-
197,297
US dollar - -
Western Europe 2,284 - 2,756 - 110,694 45,000 - - - - 112,978 45,000
Mercosur - - - - 12,801 45,195 - - - - 12,801 45,195
North America - - - - 48,202 1,072 338 - - 25,360 48,540 26,432
Turkish lira
Eastern Europe
-
-
-
-
-
-
-
-
-
42,643
-
24,596
-
94
-
1
-
-
-
-
-
42,737
24,597
Polish Zloty - - - - - - - - - - -
Eastern Europe 155 - 1,708 - - - - - - 8 155 8
Argentine peso
Mercosur - - - - - - 3 - - - 3 -
Mexican peso
Mercosur
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,269
-
-
5,269
Brazilian real - - - - - - - - - - -
Mercosur - - - - 3,525 17,213 664 407 - - 4,189 17,620
Indian Rupee - - - - - - - - - - -
Asia 300 - 23,252 23,749 - - 4 4 1,639 - 1,943 4
Remimbi Yuan
Asia
-
-
-
-
-
-
-
-
-
21,594
-
31,217
-
17
-
21
-
-
-
-
21,611 31,238
Romanian Leu - - - - -
Eastern Europe - - - - - 1,934 - - - - - 1,934
Japanese yen - - - - - - - - - -
Asia - - - 3,820 24,215 - - - - - 24,215 -
3,066 382,146 268,370 60,536 576,918 326,440
Thousands of euros
Credit facilities Loans (b) Accrued interest (c) Discounted bills and (a)+(b)+(c)+(d)
Description Drawn down (a) Limit Factoring (d) TOTAL TOTAL
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
In Euro 6,528 3,066 354,430 240,801 306,397 107,142 5,146 5,230 28 29,899 318,099 145,337
Western Europe 5,906 3,044 352,432 238,600 298,300 98,627 4,636 4,330 28 29,899 308,870 135,900
Eastern Europe 1 22 998 2,201 8,097 8,515 510 900 - - 8,608 9,437
Asia 621 - 1,000 - - - - - - - 621 -
In foreign currency 2,739 - 27,716 27,569 263,674 166,227 1,120 433 1,639 30,637 269,172 197,297
US dollar - -
Western Europe 2,284 - 2,756 - 110,694 45,000 - - - - 112,978 45,000
Mercosur - - - - 12,801 45,195 - - - - 12,801 45,195
North America
Turkish lira
-
-
-
-
-
-
-
-
48,202
-
1,072
-
338
-
-
-
-
-
25,360
-
48,540
-
26,432
Eastern Europe - - - - 42,643 24,596 94 1 - - 42,737 24,597
Polish Zloty - - - - - - - - - -
Eastern Europe 155 - 1,708 - - - - - - 8 155 8
Argentine peso
Mercosur - - - - - - 3 - - - 3 -
Mexican peso - - - - - - - - - - -
Mercosur - - - - - - - - - 5,269 - 5,269
Brazilian real - - - - - - - - - -
Mercosur - - - - 3,525 17,213 664 407 - - 4,189 17,620
Indian rupee - - - - - - - - - -
Asia 300 - 23,252 23,749 - - 4 4 1,639 - 1,943 4
Remimbi yuan
Asia
Romanian leu
- - - - 21,594 31,217 17 21 - - 21,611 31,238
Eastern Europe - - - - - 1,934 - - - - - 1,934
Japanese yen
Asia - - - 3,820 24,215 - - - - - 24,215 -
60,536 587,271 342,634

The credit facilities reported in the table above relate to short-term credit facilities only. The Group had bilateral credit lines available at 31 December 2022 amounting 96,300 thousands or euros with a maturity beyond 12 months, of which 4,871 thousand euros had been drawn down and are classified as non-current (Note 23 a.1)).

The Group has 1,061 million euros in with-recourse and non-recourse factoring and trade bill discounting facilities at 31 December 2022 (1,064 million euros at 31 December 2021).

The interest rate on the credit facilities is basically indexed to a floating rate of Euribor plus a spread between 2.50% and 3.90% at 31 December 2022 and between 0.60% and 1.00% in 2021.

a.3) Guarantees on financial transactions

a.3) Guarantees on financial transactions
Financial Entity Contracting Company Contract
Signature Date
Amount Maturity Date Limitation on distribution of dividends Outstanding amount at the date of the
accompanying Consolidated Financial
Statements
Guarantor companies
European Investment Bank Parent Company 15/06/2016 160 mill Euro 22/06/2023 The dividend to be distributed in each year may
not exceed 50% of the consolidated profit for the
year
160 million euros recorded as short-term
(160 million euros at December 31, 2021)
Certain Group companies, which together represent a significant portion of total
consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of
this loan. The detail of these companies is provided in Appendix III
European Investment Bank Parent Company 18/05/2020 200 mill Euros 28/05/2027 The dividend to be distributed in each year may
not exceed 50% of the consolidated profit for the
year
200 million euros recorded as long-term
(200 million euros at December 31, 2021)
Certain Group companies, which together represent a significant portion of total
consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of
this loan. The detail of these companies is provided in Appendix III
KfW IPEX Bank GmbH Parent Company 26/06/2017 45 mill Euros 19/06/2022 (*) N/A 45 million euros recorded as short-term at
December 31, 2021
Certain Group companies, which together represent a significant portion of total
consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of
this loan. The detail of these companies is provided in Appendix III
Slovenská Sporiteľňa, a. s. Gestamp Nitra, S.r.o. 26/10/2017 50 mill Euros 30/04/2027 N/A 21 million euros recorded as long-term
and 6 million euros recorded as short-term
(30 million euros recorded as long-term at
December 31, 2021)
N/A
Caixabank, S.A. Parent Company 11/03/2020 100 mill Euros 30/04/2024 The dividend to be distributed in each year may
not exceed 50% of the consolidated profit for the
year
100 million euros recorded as long-term
(100 million euros at December 31, 2021)
Certain Group companies, which together represent a significant portion of total
consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of
this loan. The detail of these companies is provided in Appendix III
Instituto de Crédito Oficial, Entidad
Pública Empresarial
Parent Company 09/07/2020 100 mill Euros(**) 09/07/2027 N/A 100 million euros recorded as long-term
(75 million euros at December 31, 2021)
Certain Group companies, which together represent a significant portion of total
consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of
this loan. The detail of these companies is provided in Appendix III
(*) The loan was cancelled at maturity. (**) Amount payable in 8 quarterly instalments of the same amount, with the first instalment paid in July 2020. Additionally, on January 21, 2022 and April 21, 2022, two additional drawdowns of 12.5 million euros each were made.

The contracting companies listed in the table above undertake to fulfil certain financial obligations during the term of the financial transaction and in relation to the Group's consolidated financial statements. Dichas obligaciones son las siguientes:

  • "EBITDA/Financial Expense" equal to or above 4.00.
  • "Net Financial Debt/EBITDA" equal to or below 3.50

The calculation of these financial ratios is to be carried out exclusively on the basis of the quarterly Consolidated Financial Statements for each financial year.

Failure to comply with these ratios would be grounds for early repayment of the loan at the request of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial obligations. At 31 Decembber 2022 and 31 December 2021, the ratios were within the above limits, EBITDA/Financial Expenses ratio is 10.69 at 31 December 2022 (8.89 at 31 December 2021), while the Net Financial Debt/EBITDA ratio is 1.54 at 31 December 2022 (2.10 at 31 December 2021). These financial ratios must be calculated excluding the impact of changes in accounting regulations after 31 December 2018. Description 31-12-2022 31-12-2021

b) Derivative financial instruments

b.1) Interest rate derivatives and exchange rate derivatives

These Consolidated Balance Sheet asset and liability headings include the fair value of the interest rate and exchange rate hedges and derivatives held for trading arranged by the Group, which are as follows:

of the banking syndicate. A period of 20 working days exists to remedy the breach of these financial
obligations. At 31 Decembber 2022 and 31 December 2021, the ratios were within the above limits,
EBITDA/Financial Expenses ratio is 10.69 at 31 December 2022 (8.89 at 31 December 2021), while the
Net Financial Debt/EBITDA ratio is 1.54 at 31 December 2022 (2.10 at 31 December 2021). These
financial ratios must be calculated excluding the impact of changes in accounting regulations after 31
Derivative financial instruments
b.1) Interest rate derivatives and exchange rate derivatives
These Consolidated Balance Sheet asset and liability headings include the fair value of the interest rate
and exchange rate hedges and derivatives held for trading arranged by the Group, which are as follows:
Thousands of euros
Description 31-12-2022 31-12-2021
Financial assets - long term derivatives (Note 12.a.3)) 130,850 26,246
Cash flow hedges 124,483 25,970
Exchange rate hedges 6,367 -
Other - 276
Financial liabilities - long term derivatives 11,447 22,799
Cash flow hedges
Exchange rate hedges
11,096
351
32,972
(10,449)

Interest rate derivatives

Interest rate derivatives
The interest rate financial swaps, arranged by the Group, in place at 31 December 2022 and 31
December 2021 are as follows:
Thousands of euros
31-12-2022 31-12-2021
Contract Item Asset Liability Asset Liability
6 Cash flow (9,165) 12,079
10 Cash flow (1,931) 3,288
11 Cash flow (11,703) (1,498)
12 Cash flow (1,573)
13 Cash flow (1,770)
14
15
Cash flow
Cash flow
(25,557)
(18,302)
(1,690)
(1,479)
16 Cash flow (16,460) (1,312)
17 Cash flow (16,491) (1,281)
18 Cash flow 9,165 (12,079)
19 Cash flow 1,931 (3,288)
20 Cash flow (19,888) 13,675
21 Cash flow (4,986) 3,930
Total cash flow hedges (124,483) 11,096 (25,970) 32,972
Year Contract 6 Contract 11 Contract 14 Contract 15 Contract 16 Contract 18 Contract 20 Contract 20 Contract 21
2023 190,000 60,000 155,585 140,000 100,000 90,000 90,000 (60,000) 190,000 60,000
2024 190,000 155,585 140,000 100,000 90,000 90,000 (190,000) 190,000 60,000
2025 140,000 100,000 90,000 90,000 190,000 60,000
2026 140,000 100,000 90,000 90,000 190,000
2027 140,000 100,000 90,000 90,000 190,000
2028 140,000 100,000 90,000 90,000

Contract Effective date Maturity date Floating rate (to be
received)
Fixed rate (to be paid)
Contract 6 December 31, 2020 December 31, 2025 3-month Euribor 1.459%
Contract 10 December 31, 2020 December 31, 2024 3-month Euribor 1.600%
Contract 11 April 24, 2020 January 23, 2025 1-month Euribor -0.507%
Contract 14 May 16, 2022 May 16, 2029 3-month Euribor -0.033%
Contract 15 May 16, 2022 May 16, 2029 3-month Euribor -0.041%
Contract 16 May 15, 2022 May 15, 2029 3-month Euribor -0.040%
Contract 17 May 16, 2022 May 15, 2029 3-month Euribor -0.046%
Contract 18 July 1, 2021 December 31, 2025 3-month Euribor 1.459%
Contract 19 July 1, 2021 December 31, 2024 3-month Euribor 1.600%
Contract 20 July 1, 2021 April 30, 2026 3-month Euribor 1.459%
Contract 21 July 1, 2021
The hedging arrangements, outlined above, are qualified as effective hedges under IFRS hedge
accounting criteria. Accordingly, changes in the fair value of the financial swaps are recognised in
Equity while the accrued interest is recognised in the Consolidated Income Statement.
The years in which the settlements of hedges are expected to affect the Consolidated Income
Statement are as follows:
January 31, 2028 3-month Euribor 1.600%
Thousands of euros
(Expenses)/Incomes
31-12-2022
2023 25,497
2024 23,859
2025 15,367
2026 15,787
2027 14,987
2028 13,047
Thousands of euros
(Expenses)/Incomes
31-12-2022
2023
2024
25,497
23,859
2025
2026
15,367
15,787
2027 14,987
2028 13,047
2029 4,843
Total 113,387
Thousands of euros
(Expenses)/Incomes
31-12-2021
2022 752
2023 233
2024 (1,469)
2025 (2,007)
2026 (1,909)
2027 (1,720)
31-12-2022
Thousands of euros
(Expenses)/Incomes
31-12-2021
2022 752
2023 233
2024 (1,469)
2025 (2,007)
2026 (1,909)
2027 (1,720)
2028 (812)
2029 (70)-
Total (7,002)
97

At 31 December 2022, the Group transferred from Equity to the Consolidated Income Statement income of 635 thousand euros as a result of settlements carried out in the year corresponding to interest rate hedges. At 31 December 2021, the expense recognised for this same item amounted to 2,771 thousand euros.

At 31 December 2022 and 31 December 2021, the Group had no derivatives held for trading.

In 2022, all hedging operations were efficient, accordingly, there was no impact on the Consolidated Income Statement.

Exchange rate derivatives

Certain Group companies follow the practice of hedging the exchange rate of the currency in which certain loans are denominated with exchange rate derivative contracts. The initial valuation of the derivatives is recorded under Other current assets/liabilities, and is accrued over the life of the hedged loan on a straight-line basis, with the total payable balance at 31 December 2022 amounting to 5 thousand euros (payable balance at 31 December 2021 of 92 thousand euros (Note 15.e)).

The Group transferred 5,049 thousand euros from the beginning of the derivative from equity to the consolidated income statement (13,162 thousand euros at 31 December 2021) to offset the total exchange loss generated in the measurement of the loans.

follows: Details of the exchange rate derivatives contracted by the Group outstanding at 31 December 2022 and 31 December 2021, in thousands of euros, are as
Derivative financial
asset/liability
Other current assets/liabilities Retained earnings on hedging transactions
Exchange difference
Nominal value Fair value Initial fair Balance at Accumulated Previous Previous
balance
Deferred Balance at
Company Hedged item of the loan 31-12-2022 31-12-2021 value Accrual 31-12-2022 31-12-2022 FY 2022 years 31-12-2022 Tax 31-12-2022
Gestamp Brasil, S.A. Bank of America loan in 07-2018 34,972
(Thousand of USD)
(1,985) 90,937 535 (56)
(in 48 months)
479 (3,137) (3,137) - (1,687) - (1,687)
Closing exchange rate EUR/BRL 5.6595 6.3394 5.6595 5.6595 5.6595 5.6595 5.6595 5.6595 5.6595
Amount in Euros (351) 14,345 95 (10) 85 (554) (554) - (298) - (298)
Gestamp Automoción, S.A. Bank of America, Barclays and
Commerzbank loans in 01-2020
30,000
(Thousand of euros)
1,067 (737) 58 (34)
(in 60 months)
24 974 1,639 (665) (151) 36 (115)
Gestamp Automoción, S.A. Bank of America, Barclays and
Commerzbank loans in 01-2020
142,552
(Thousand of euros)
5,300 (3,159) (251) 147
(in 60 months)
(104) 4,629 7,789 (3,160) (420) 101 (319)
Total in thousands of euros 6,016 10,449 (98) 103 5 5,049 8,874 (3,825) (869) 137 (732)

The balance of hedging transactions at 31 December 2022 and 31 December 2021 included in retained earnings in the consolidated balance sheet is as follows:

The balance of hedging transactions at 31 December 2022 and 31 December 2021 included in retained
Thousands of euros
Description 31-12-2022 31-12-2021
Interest rate derivatives 98,873 7,377
Exchange rate derivatives 732 906

The change of financial instruments in retained earnings in 2022 and 2021 is as follows:

Thousands of euros
The change of financial instruments in retained earnings in 2022 and 2021 is as follows:
Thousands of euros
Adjustment due to change value 31-12-2020 (6,010)
Variation in fair value adjustment 14,293
Variation in deferred tax from financial instruments
Variation in derivative financial instruments (liabilities) (4,186)
18,479
Interest rate derivatives
Exchange rate derivatives
Adjustment due to change value 31-12-2021
Variation in fair value adjustment 17,441
1,038
8,283
91,322
Variation in deferred tax from financial instruments (28,893)
Variation in derivative financial instruments (liabilities) 120,215
Interest rate derivatives
Exchange rate derivatives
120,389
(174)

c) Other financial liabilities

c.1) Leases liabilities

Exchange rate derivatives 1,038
Interest rate derivatives 120,389
Exchange rate derivatives (174)
follows: c.1) Leases liabilities The lease commitments recognised under this heading relate to the present value of the leases. The
detail by type of asset, both short and long-term, at 31 December 2022 and 31 December 2021 is as
Thousands of euros
Type of asset Short term Between one and More than five Total Total
five years years 2022 2021
Stores
Machinery
5,147
31,706
18,764
55,358
27,562
8,247
51,473
95,311
45,735
120,603
Offices 8,978 11,519 6,768 27,265 32,791
Plants 25,014 89,604 133,424 248,042 167,376
Tooling 8,254 13,037 - 21,291 27,658
Lands 1,403 5,867 18,433 25,703 34,174
Others 6,607 6,520 422 13,549 17,914

The detail of the maturities of the balance of this account as of 31 December 2021, is as follows:

Thousands of euros
31-12-2021
Between one and
More than five
Short term
Total
five years
years
77,158
195,397 173,696 446,251
Lease commitments at the nominal value of leases, by type of asset, both short and long-term, at 31 Thousands of euros
Thousands of euros
31-12-2021
Between one and More than five
Short term five years years Total
Lease commitments at the nominal value of leases, by type of asset, both short and long-term, at 31
December 2022 and 31 December 2021 is as follows:
Thousands of euros
Type of asset Short term Between one and
five years
More than five
years
Total
2022
Total
31-12-2021
Stores 8,085 28,052 48,732 84,869 69,565
Machinery 33,774 57,129 8,247 99,150 79,261
Offices 10,167 14,279 9,881 34,327 40,174
Plants 38,210 132,601 170,444 341,255 234,657
Tooling 9,033 13,598 - 22,631 30,074
Lands 2,478 9,914 24,952 37,344 48,254
Others 6,965 6,917 434 14,316 19,167
Total 108,712 262,490 262,690 633,892 521,152
is as follows: The detail of the maturities of the balance of this account, at nominal value as at 31 December 2021,
Thousands of euros
31-12-2021
Short term Between one and
five years
More than five
years
Total
Thousands of euros
31-12-2021
Short term Between one and More than five Total
five years years

c.2) Borrowings from related parties

is as follows: The detail of the maturities of the balance of this account, at nominal value as at 31 December 2021,
Thousands of euros
31-12-2021
Between one and More than five Total
Short term five years years
c.2) Borrowings from related parties
This heading in the Consolidated Balance Sheet includes the following items with related parties: Long term Short term
Description 2022 2021 2022 2021
Loans (Note 32.1) - 100,264 108,481 6,970
Fixed assets suppliers (Note 32.1) 17,929 19,360 1,431 1,343
Interest (Note 32.1) Current accounts (Note 32.1) -
-
-
-
1,195
-
1,046
32

On 30 December 2021, it was agreed with Mitsui & Co. Ltd. to renew the loan to Gestamp North America, Inc for 114 million dollars, with a new maturity of the total loan in December 2023. The interest rate associated with this loan is 3-month Libor plus 2.0%.

The breakdown of expected maturities for long-term borrowings with related parties is as follows
(Note 32.1):
Thousands of euros
Total Total
Description 2024 2025 2026 2027 Beyond 2022 2021
Loans
North America
-
-
-
-
-
-
-
-
-
-
-
-
100,264
100,264
1,731 1,845 11,203 17,929 19,360
Fixed assets suppliers 1,525 1,625
Western Europe 1,525 1,625 1,731 1,845 11,203 17,929 19,360
The detail of the maturities of the balance of this account as of 31 December 2021, is as follows:
Thousands of euros
31-12-2021
2023 2024 2025 2026 Beyond Total
101,695 1,525 1,625 1,731 13,048 119,624
Fixed assets suppliers 1,525 1,625 1,731 1,845 11,203 17,929 19,360
The detail of the maturities of the balance of this account as of 31 December 2021, is as follows:
Thousands of euros
31-12-2021
101,695 1,525 1,625 1,731 13,048 119,624
Other non-current borrowings
The amounts included under this heading, broken down by item and maturity at 31 December 2022
Thousands of euros
Description 2024 2025 2026 2027 Beyond Total
2022
Total
2021
Loans from Ministry of Science and Technology 4,751 3,714
2,448
1,885 2,815 15,613 17,497
The detail of these amounts corresponds to companies included in the Western Europe segment.
The detail of the maturities of the balance of this account as of 31 December 2021, is as follows:

c.3) Other borrowings

Other non-current borrowings

The amounts included under this heading, broken down by item and maturity at 31 December 2022 and 31 December 2021, are as follows:

Thousands of euros
Total Total
2022 2021
Loans from Ministry of Science and Technology 4,751 3,714 2,448 1,885 2,815 15,613 17,497

The detail of these amounts corresponds to companies included in the Western Europe segment.

The detail of the maturities of the balance of this account as of 31 December 2021, is as follows:

The amounts included under this heading, broken down by item and maturity at 31 December 2022
Thousands of euros
Total
2022
Total
2021
Loans from Ministry of Science and Technology 4,751 3,714 2,448 1,885 2,815 15,613 17,497
The detail of these amounts corresponds to companies included in the Western Europe segment.
The detail of the maturities of the balance of this account as of 31 December 2021, is as follows:
Thousands of euros
31-12-2021
2023
5,226
2024
5,094
2025
2,749
2026
2,017
Beyond
2,411
Total
17,497

Other current borrowings

At 31 December 2022 and 31 December 2021, this heading exclusively included new transactions arranged at short term to defer amounts with third parties as part of the Group's policy of protecting its liquidity and financial capacity, which entail an additional financial cost.

d) Other liabilities

Other non-current liabilities

d)
Other liabilities
The breakdown of the amounts included under this heading by maturity and segment at 31 December
2022 and 31 December 2021 is as follows:
Other non-current liabilities
Thousands of euros
Description 2024 2025 2026 2027 Beyond Total
2022
Total
2021
Guarantees received 317 6 - - 112 435 458
Western Europe 311 6 - - 112 429 453
North America 5 - - - - 5 4
Mercosur 1 - - - - 1 1
Fixed assets suppliers 273 273 272 272 - 1,090 1,363
Western Europe 273 273 272 272 - 1,090 1,363
Other creditors 6,340 1,004 1,029 3,231 619 12,223 14,266
Western Europe 2,220 1,004 1,029 3,231 - 7,484 10,299
Mercosur 4,120 - - - - 4,120 3,345
Asia - - - - 619 619 622
Total 6,930 1,283 1,301 3,503 731 13,748 16,087
The detail of the maturities relating to the balances at 31 December 2021 is as follows: Thousands of euros
31-12-2021
2023 2024
2025
2026 Beyond Total
5,891 1,878
1,558
3,943 2,817 16,087
Other current liabilities
Thousands of euros
31-12-2021
5,891 1,878 1,558 3,943 2,817 16,087

Other current liabilities

The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was as follows:

The detail of the maturities relating to the balances at 31 December 2021 is as follows:
Thousands of euros
31-12-2021
5,891
1,878
1,558
3,943
2,817
16,087
The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was as
Thousands of euros
Item
2022
2021
Fixed assets suppliers
137,383
105,508
Dividends (Note 32.1)
35,609
21,852
Interim dividends
35,086
21,849
Dividends
523
3
Short term debts
19,509
25,718
Deposits and guarantees
4,340
282
Others
786
(634)
Total
197,627
152,726
On 12 January 2022, the unpaid dividend payment at 31 December 2021, amounting to 21,849

On 12 January 2022, the unpaid dividend payment at 31 December 2021, amounting to 21,849 thousand euros, was paid.

On 12 January 2023, the unpaid interim dividend at 31 December 2022, amounting to 35,086 thousand euros, was paid (Note 17.4).

Dividends mainly relates to dividends pending payment by Jui Li Edscha Body System Co. Ltd. for 520 thousand euros.

Nota 24. Deferred tax

Nota 24.
Deferred tax
The movement in deferred tax assets and deferred tax liabilities was as follows:
Thousands of euros
Unrealized, non
Deferred tax assets deductible
Tax credits Provisions Accelerated
depreciation
exchange gains
(losses)
Financial
transactions
Commercial
transactions
IFRS 16 Development
costs
Other
deferred taxes
Total
At December 31, 2020 269,112 47,168 12,526 6,396 60,959 60,615 4,276 5,889 20,842 487,783
Increases 31,795 20,910 3,304 9,410 8,772 3,893 21,995 9,251 109,330
Decreases (26,908) (16,393) (970) (13,056) (12,686) (7,833) (20,192) (746) (8,941) (107,725)
Translation differences 3,687 399 521 (16) 1,572 (3,677) 195 87 (742) 2,026
Other movements
At December 31, 2021
6,829
284,515
11,604
63,688
2,451
17,832
2,282
5,016
(18,907)
39,710
(15,320)
37,678
(58)
6,216
3
5,233
(3,507)
16,903
(14,623)
476,791
Changes in scope of consolidation 688 1,153 101 921 2,863
40,527 5,859 2,926 12,024 13,758 22,604 30,421 11,928 165,373
Increases 25,326
Decreases (68,058) (24,772) (867) (5,875) (29,578) (8,307) (21,263) (1,408) (10,979) (171,107)
Translation differences
Other movements
5,240
(35,632)
954
8,375
848
2,234
643
132
1,125
(4,696)
(466)
(2,023)
107
(58)
215
(30)
(1,673)
(1,636)
6,993
(33,334)

Changes in consolidation scope: The amount of 2,863 thousand euros in the year 2022 relates to deferred tax assets arising from the business combination of the Sideacero subgroup. These assets are presented in Note 3 netted together with the deferred tax liabilities arising from this transaction, in the amount of 322 thousand euros.

Tax credit increases: The amount of 25,326 thousand euros in 2022 mainly includes the tax credits generated in the 2022 settlements by Gestamp Toluca, S.A. de C.V. for 5,171 thousand euros; Gestamp North America, LLc. for 15,824 thousand euros.

The amount of 31,795 thousand euros in 2021 mainly includes the tax credits generated in the 2021 settlements by Gestamp North America, LLC for 13,195 thousand euros, Gestamp Tallent, Ltd. for 3,291 thousand euros and Gestamp Toluca, S.A. de C.V. for 3,167 thousand euros.

Decreases in tax credits: The amount of 68,058 thousand euros in 2022 corresponds mainly to tax credits applied in the settlements for 2022, by the Parent Company for an amount of 15,479 thousand euros; by the special fiscal consolidation regime of Gestamp Sweden, AB y Gestamp HardTech, AB for an amount of 24,258 thousand euros; by Gestamp Servicios, S.A for an amount of 6,516 thousand euros; by Gestamp Brasil Industria Autopeças, S.A. for an amount of 2,935 thousand euros, Gestamp Bizkaia, S.A. for an amount of 6,284 thousand euros and Sofedit, SAS for an amount of 3,183 thousand euros.

The amount of 26,908 thousand euros in 2021 relates mainly to tax credits applied in the 2021 settlements by the Parent Company in the amount of 4,789 thousand euros, by Gestamp Brasil Industria Autopeças, S.A. in the amount of 2,258 thousand euros, by Gestamp Bizkaia, S.A. in the amount of 2,744 thousand euros and by Gestamp Navarra, S.A. in the amount of 2,775 thousand euros.

"Other movements" of tax credits:

The amount of 35,632 thousand euros in 2022 relates mainly to changes of estimation in Western Europe.

The amount of 6,829 thousand euros in 2021 relates mainly to the recognition of tax assets arising from the Parent Company's incentives in prior years.

"Increases" in financial transactions:

The amount of 12,024 thousand euros in 2022 relates mainly to:

  • Non-deductible financial expenses in the year of Gestamp North America, LLc. amounting to 7,040 thousand euros.
  • The tax effect of non-deductible financial expenses in the year of Gestamp Toluca S.A. de CV. amounting to 3,316 thousand euros.
  • The tax effect of non-deductible financial expenses in the year of Gestamp Cartera de Mexico S.A. de CV. amounting to 1,259 thousand euros.

The amount of 8,772 thousand euros in 2021 relates mainly to:

  • Non-deductible financial expenses in the year of Gestamp North America, LLc. amounting to 4,847 thousand euros.
  • The tax effect of the limitation on the deductibility of financial expenses in the accounts of the Parent Company amounting to 2,199 thousand euros.
  • The tax effect of non-deductible financial expenses in the year of Gestamp Toluca S.A. de CV. amounting to 933 thousand euros.

"Decreases" in financial transactions:

The amount of 29,578 thousand euros in 2022 relates mainly to:

The reversal of the tax effect of hedges recognised by the Parent Company amounting to 28,893 thousand euros.

The amount of 12,686 thousand euros in 2021 relates mainly to:

  • The reversal of the tax effect of hedges recognised by the Parent Company amounting to 4,186 thousand euros.
  • Reversal of the tax effect of non-deductible financial expenses of Gestamp North America, LLc. amounting to 6,450 thousand euros.
  • The reversal of the tax effect of non-deductible interest recognised by Gestamp San Luis de Potosí, S.A.P.I. de C.V., amounting to 2,032 thousand euros.

"Other movements" in financial transactions: The amount of (4,696) thousand euros in 2022 relates mainly to:

  • Non-deductible financial expenses from previous years of the Parent Company in the amount of 3,085 thousand euros.
  • Non-deductible financial expenses from prior years of Gestamp North America, LLc. amounting to 1,348 thousand euros.

The amount of (18,907) thousand euros in 2021 mainly included non-deductible financial expenses from previous years of Gestamp North America, LLc.

"Increases" in commercial transactions: The amount of 13,758 thousand euros in 2022 (3,893 thousand euros in 2021) relates mainly to:

  • The tax effect of the non-deductible expenses for invoices receivable from Gestamp Polska, SP. z.o.o. amounting to 2,503 thousand euros (1,941 thousand euros in 2021).
  • The deferred taxes generated by the treatment of tooling advances and their costs in the Mexican companies amounting to 3,626 thousand euros (1,440 thousand euros in 2021).
  • The tax effect of treatment of payables of Argentine companies amounting to 3,074 thousand euros.
  • The tax effect of trade provisions recognised by Gestamp Servicios, S.A. amounting to 3,750 thousand euros.

"Decreases" in commercial transactions: The amount of 8,307 thousand euros in 2022 (7,833 thousand euros in 2021) relates mainly to:

  • The reversal tax effect of the non-deductible expenses for invoices receivable from Gestamp Polska, SP. z.o.o. amounting to 2,444 thousand euros (1,610.5 thousand euros in 2021).
  • The reversal of deferred taxes generated by the treatment of tooling advances and their costs at the Mexican companies amounting to 1,686 thousand euros (5,837.7 thousand euros in 2021).
  • The reversal of the tax effect of treatment of payables of Argentine companies amounting to 1,947 thousand euros.
  • The tax effect of the reversal of trade provisions recognised by Gestamp Palencia, S.A. amounting to 1,859 thousand euros.

  • The reversal of the tax effect of the non-deductible expenses for invoices receivable from Gestamp Polska, SP. z.o.o.amounting to 1,610.5 thousand euros.

  • Reversal of deferred taxes generated by the treatment of tooling advances and their costs in the Mexican companies amounting to 5.837,7 thousand euros.

The reversal of deferred taxes generated by the treatment of tooling advances and their costs
2021). at the Mexican companies amounting to 1,686 thousand euros (5,837.7 thousand euros in

The reversal of the tax effect of treatment of payables of Argentine companies amounting to
1,947 thousand euros.

The tax effect of the reversal of trade provisions recognised by Gestamp Palencia, S.A.
amounting to 1,859 thousand euros.
The amount of 7,833 thousand euros in 2021 relates mainly to:

The reversal of the tax effect of the non-deductible expenses for invoices receivable from
Gestamp Polska, SP. z.o.o.amounting to 1,610.5 thousand euros.

Reversal of deferred taxes generated by the treatment of tooling advances and their costs in
the Mexican companies amounting to 5.837,7 thousand euros.
Thousands of euros
Deferred tax liabilities Tax deduction -
goodwill
individual
companies
Capitalization
of expenses
Allocation to
consolidation
goodwill
Revaluation
of land and
buildings
Depreciation/
amortisation
Other Total
At December 31, 2020 14,107 76,960 16,214 46,952 90,086 56,747 301,066
Increases 1,428 16,235 177 20,851 11,939 50,630
Decreases (12,636) (1,607) (1,266) (7,231) (24,358) (47,098)
Translation differences 76 1 6,511 5,229 11,817
Other movements 228 1,222 (181) (16,112) 12,793 (2,050)
At December 31, 2021 15,763 81,857 14,426 45,864 94,105 62,350 314,365
Changes in scope of consolidation 301 21 322
1,428 6,779 177 38,723 8,711 55,818
Increases (15,361) (1,507) (1,266) (8,074) (37,694) (63,902)
Decreases 90 3,957 12,017 16,300
Translation differences 236
Other movements
At December 31, 2022
-
17,191
-
73,511
12,919 44,865 8,635
137,647
(11,677)
33,728
(3,042)
319,861
  • The tax effect of the application of IFRS 9 amounting to 4,590 thousand euros (10,663 thousand euros in 2021).
  • Reversal of deferred tax liability as a result of accounting for hedges recognised by the Parent Company amounting to 28,893 thousand euros (4,186 thousand euros in 2021).

The net translation differences generated in 2022 and 2021 amounted to 9,305 thousand euros and 9,791 thousand euros and were mainly due to the application of different exchange rates in each year, as well as the tax effect of the inflation adjustment of the Argentine and Turkish companies amounting to 11,771 thousand euros (Note 29).

Nota 25. Trade and other payables

a) Trade payables

The breakdown of Trade payables by category at 31 December 2022 and 31 December 2021, is as follows:

The breakdown of Trade payables by category at 31 December 2022 and 31 December 2021, is as Thousands of euros
2022 2021
Trade accounts payable 1,322,585 918,579
Trade bills payable
Suppliers from related parties (Note 32.1)
324,261
527,875
167,419
467,401

b) Other payables

The breakdown of Other payables by category at 31 December 2022 and 31 December 2021, is as follows:

Thousands of euros
Trade accounts payable 1,322,585 918,579
The breakdown of Other payables by category at 31 December 2022 and 31 December 2021, is as
Thousands of euros
2022 2021
VAT payable 47,806 49,529
Tax withholdings payable 20,406 22,311
Other items payable to the tax authorities 15,340 21,343
Payable to social security 38,452 33,314
Other payables 32,428 4,699
Outstanding remuneration 136,156 125,506
Total 290,588 256,702
The breakdown of revenue by category at 31 December 2022 and 31 December 2021, is as follows: Thousands of euros
2022 2021
Parts, prototypes and components 9,784,604
Tooling 428,948
Byproducts and containers 467,265
Services rendered
Total
45,627
10,726,444
7,161,686
510,761
387,596
32,802
8,092,845

Nota 26. Operating income

a) Revenue

The breakdown of revenue by category at 31 December 2022 and 31 December 2021, is as follows:

Outstanding remuneration 136,156 125,506
The breakdown of revenue by category at 31 December 2022 and 31 December 2021, is as follows: Thousands of euros
Parts, prototypes and components 9,784,604 7,161,686
Tooling 428,948 510,761
Byproducts and containers 467,265 387,596
Services rendered 45,627 32,802
Total 10,726,444
8,092,845

The geographical breakdown of consolidated Revenue was as follows:

Mercosur
865,771
Brazil
710,681
Argentina
155,090
North America
2,325,562
USA
1,682,761
Mexico
642,801
Asia
1,641,969
China
1,311,359
India
195,784
South Korea
101,406
Japan
21,700
Thailand
11,512
Taiwan
208
10,726,444
8,092,845
494,784
375,332
119,452
1,846,432
1,370,529
475,903
1,149,460
905,799
135,278
82,776
17,894
7,494
219
Bulgaria
54,060
39,635
Romania
80,827
54,934
Slovakia
134,924
105,364
Hungary
106,144
82,932
Poland
353,664
303,701
Russia
38,638
107,571
Czech Republic
274,267
236,735
Turkey
554,830
354,788
Eastern Europe
1,597,354
1,285,660
Morocco
69,350
47,265
Sweden
38,556
33,589
Portugal
312,491
233,591
France
585,915
420,371
United Kingdom
420,116
348,417
Germany
1,216,795
971,470
Spain
1,652,565
1,261,806
Western Europe
4,295,788
3,316,509
Thousands of euros
2022
2021

b) Other operating income

b) Other operating income
The breakdown of Other operating income in the Consolidated Income Statement is as follows:
Thousands of euros
2022 2021
Other operating income 102,661 74,486
Capital grants transferred to income for the year (Note 20) 5,538 5,088
Excess provision for taxes 1 -
Excess provision for environmental actions and other liabilities 2,300 3,933
Own work capitalized 68,007 92,310
Other gains/losses 10,683 7,875
Gains/(losses) from disposals of intangible assets and PP&E 4,444 2,874
Other
Total
6,239
189,190
5,001
183,692

Other operating income at 31 December 2022 and 31 December 2021 included mainly third-party billings for transactions different from the companies' main activities.

Nota 27. Operating expenses

a) Cost of materials used

The breakdown of cost of materials used in the Consolidated Income Statement is as follows:

Thousands of euros
Other operating income at 31 December 2022 and 31 December 2021 included mainly third-party
The breakdown of cost of materials used in the Consolidated Income Statement is as follows:
2021
305,315
(642)
(590)
(7,994)
(65,382)
3,517,280
850,410
247,123
5,143
(9,485)
4,841,178
(*) The total of these line items amounts to a net consumption of commodities of 64,190 thousand euros (Note

(*) The total of these line items amounts to a net consumption of commodities of 64,190 thousand euros (Note 13).

b) Staff costs

The breakdown of "Personnel expenses" in the Consolidated Income Statement is as follows:

Thousands of euros
Professional category 2022 2021
Production workers 21,080 20,505
Maintenance 5,185 5,386
Logistic 4,939 4,776
Engineering 2,853 2,797
Quality 3,446 3,191

Other welfare expenses include the contributions to defined contribution pension plans, amounting to 2,259 thousand euros at 31 December 2022 (2,459 thousand euros at 31 December 2021) (Note 6.16).

The breakdown, by professional category, of the average number of employees in 2022 and 2021 is as follows:

Thousands of euros
Professional category 2022 2021
Production workers 21,080 20,505
Maintenance 5,185 5,386
Logistic 4,939 4,776
Engineering 2,853 2,797
Quality
Administration, finance and IT
3,446
4,113
3,191
3,839
The breakdown of the number of employees at year-end, by category, at 31 December 2022 and 2021,
is as follows:
2022 2021
Professional category Males Females Total Males Females Total
Production workers 17,634 4,259 21,892 16,548 3,956 20,504
Maintenance 5,082 74 5,156 5,086 80 5,166
Logistic 4,747 724 5,471 3,846 558 4,404
Engineering 2,524 351 2,875 2,464 319 2,783
Quality 2,845 702 3,547 2,595 612 3,207
Administration, finance and IT 2,454 1,892 4,346 2,177 1,667 3,844
Total 35,286 8,002 43,288 32,716 7,192 39,908
The workforce headcount at 31 December 2022 includes the employees of the Sideacero subgroup
(Note 3).
c) Other operating expenses
The breakdown of Other operating expenses in the Consolidated Income Statement is as follows:
Thousands of euros
2022 2021
Operation and maintenance 772,016 590,296
Other external services 419,216 380,319
Taxes
Impairment of accounts receivable (Note 15.a))
40,667
171
37,183
680
Increase/ application of provision for Contingencies and Expenses
Total
871
1,232,941
2,257
1,010,735

c) Other operating expenses

Thousands of euros

Nota 28. Financial income and financial expenses

a) Financial income

Operation and maintenance includes lease expenses for contracts with a term of less than one year,
which are not material, as well as software lease contracts that can be classified as the provision of
services, amounting to 88,060 thousand euros at 31 December 2022 (78,591 thousand euros at 31
December 2021).
Nota 28.
Financial income and financial expenses
a)
Financial income
The breakdown of Finance income in the Consolidated Income Statement is as follows:
Thousands of euros
2022 2021
Income from current loans to third parties -
4
Other finance income 15,773 9,849
Income from loans to related parties (Note 32.1) 291 273
Income from non-current loans to third parties -
673
Total 16,064 10,799

Thousands of euros
2022 2021
Interest on bank borrowings 83,064 117,699
Interest on discounted bills of exchange at financial institutions 370 123
Interest on trade factoring operations with financial institutions (Note 15.a)) 14,761 5,925
The breakdown of Finance costs in the Consolidated Income Statement is as follows:
Other financial expenses
20,487 1,566
Leases financial expenses 22,956 20,329
Financial expenses on update provisions - 600
Interest from receivables, related parties (Note 32.1) 21,125 7,003

The breakdown of Finance costs in the Consolidated Income Statement is as follows:

The heading leases financial expenses includes the amounts corresponding to interest on lease liabilities with related parties, which amounted to 670 thousand euros at 31 December 2022 (857 thousand euros at 31 December 2021) (Note 32.1).

Nota 29. Corporate income tax

The Parent Company and its subsidiaries file their income tax returns separately except:

  • From January 1, 2014 on, the Parent Company chose to apply the special fiscal consolidation regime, regulated under Basque Regional Law 11/2013. The subsidiaries included in this fiscal group are Gestamp Bizkaia, S.A; Gestamp Tooling Erandio, S.L.; Gestamp North Europe Services, S.L., Loire S.A.F.E., Gestamp Global Tooling S.L., Adral Matricería y Puesta a punto S.L., Gestamp Tool Hardening S.L., Gestamp Try Out Services S.L., Gestamp Technology Institute S.L., Autotech Engineering, S.L., Reparaciones Industriales Zaldibar, S.L., Diede Die Development, S.L., Gestamp Automotive Vitoria, S.L. and Smart Industry Consulting and Technologies, S.L.U.
  • The subsidiaries Gestamp North America, Inc., Gestamp Alabama, Llc., Gestamp Mason, Llc., Gestamp Chattanooga, Llc., Gestamp Chattanooga II Llc., Gestamp South Carolina, Llc., Gestamp West Virginia, Llc. and Gestamp Washtenaw Llc. file a tax return according to fiscal transparency system.
  • The subsidiaries Gestamp Griwe Haynrode GmbH and Gestamp Griwe Westerburg GmbH file a tax return according to a profit and loss transfer agreement.
  • The subsidiaries Edscha Holding, GmbH, Edscha Automotive Hengersberg, GmbH, Edscha Automotive Hauzenberg, GmbH, Edscha Engineering, GmbH, Edscha Kunststofftechnik GmbH, Edscha Hengersberg Real Estate, GmbH and Edscha Hauzenberg Real Estate, GmbH file an income tax return in line with a profit and loss transfer agreement.
  • The subsidiaries GMF Holding GmbH and Gestamp Umformtechnik GmbH file a tax return according to a profit and loss transfer agreement.
  • The subsidiaries Gestamp Sweden, AB and Gestamp HardTech AB file a tax return according to a profit and loss transfer agreement.
  • The subsidiaries Automotive Chassis Products UK Ltd, Gestamp Tallent Ltd, and Autotech Engineering R&D UK Ltd file a tax return in accordance with a profit and loss transfer agreement.
The detail of corporation tax income or expense at 31 December 2022 and 31 December 2021, in
Thousands of euros
2022 2021
Current tax 72,288 53,221
Deferred tax 17,288 9,214
Deferred tax on leases (1,379) (1,804)
Other 18,667 11,018
Other adjustments to tax expense 137 (180)
Thousands of euros
Current tax 72,288 53,221
Other adjustments to tax expense 137 (180)
Thousands of euros
Deferred tax assets Deferred tax liabilities
2022
2021
2022 2021
Balance (Note 24) 447,579 476,791 319,861 314,365
Variation within the current year
Net variation (Decrease/Increase in net deferred asset)
(29,212)
(34,708)
(10,992)
(24,291)
5,496 13,299
Translation differences (*) (Note 24) 9,307
9,791
Changes in scope of consolidation (Note 3) (2,541) -
Tax effect of hedges registered in Equity (Note 23.b.1)) 28,893
4,186
Grants related to assets (186)
(1,613)
Adjustment on tax expense from Argentinian companies hyperinflation (1,434) 6,250
Adjustment on tax expense from Turkish companies hyperinflation
Other variations
(4,808)
(11,811)
-
(3,537)
Decrease/Increase in net deferred asset against profit for the year (17,288) (9,214)

(*) Includes the effect of the inflation adjustment of the Argentine companies in the deferred tax liabilities account for an accumulated amount of 14,926 thousand euros at 31 December 2022 and 14,011 thousand euros at 31 December 2021, thus increasing this deferred tax liability by 915 thousand euros recorded against translation differences (6,116 thousand euros in 2021) (Note 4.5). In addition to the effect of the inflation adjustment of Turkish companies in the deferred tax accounts, amounting to 11,240 thousand euros at 31 December 2022.

Other variations at 31 December 2022 mainly include the effect on non-controlling interests of the treatment of prior years' movements amounting to -4,939 thousand euros.

The corporation tax expense, in thousands of euros, was obtained based on the accounting profit before tax, as indicated below:

Thousands of euros
2022 2021
Accounting profit (before taxes) 391,455 277,712
Theoretical tax rate 93,949 66,651
Difference due to different tax rates (19,949) 3,780
Permanent differences (7,057) 1,714
(40,335)
Deductions and tax credits applied, previously not recognized (43,214)
Not registered tax credits generated in the current year 28,224 9,545
Changes in tax estimation 37,623 21,081
Other adjustments
Tax expense (income)
137
89,713
(181)
62,255

The theoretical tax rate applied is 24% in both 2022 and 2021.

In 2022, the total amount of the Theoretical tax rate, Difference due to different rates and Other adjustments amounted to at gain of 74.1 million euros (a loss of 72.4 million euros in 2021), resulting in an effective rate of the resulting tax of 18.9%, whereas in 2021 it was 25.3%.

The Difference due to different tax rates heading in 2022 includes the effect of the different tax rates with respect to the theoretical rate applied, which corresponds mainly to the Poland, Mexico and Brazil.

The "Difference due to different tax rates" heading in 2021 includes the effect of the different tax rates with respect to the theoretical rate applied, which corresponds mainly to the United States, Mexico and Brazil.

and Brazil.
The permanent differences in 2022 and 2021 include mainly the exemption of income for the billing of
the brand, non-deductible exchange rate differences and other non-deductible expenses, inflation
adjustments and other non-deductible expenses.
Changes in tax estimation in 2022 mainly includes the Western Europe.
The amounts resulting from the conversion to euros of the negative tax bases pending of setting and
of the unused tax incentives at 31 December 2022 and 2021, applying the year-end exchange rates at
those dates for those amounts in currencies other than the euro were as follows:
Millions of euros
2022 2021
Accounted tax
credit
Un-Accounted tax
credit
Total Accounted tax
credit
Un-Accounted
tax credit
Total
Negative tax bases pending offsetting 653 877 1,530 830 778 1,608
Tax credit 168 226 394 207 201 408
Unused tax incentives 44 181 225 78 180 258
Tax credit 44 181 225 78 180 258

Those negative tax losses unused and tax incentives that the Group considers to be recoverable based on the projections for the generation of future tax profits and the temporary limits and limits for the offset of these tax losses and tax incentives were capitalised at 31 December 2022 and 2021.

The recoverability of the tax assets was analysed based on the estimates of future results for each of the companies. Such recoverability depends, in the last resort, on the capacity of each company to generate taxable profit over the period in which the deferred tax assets are deductible.

Accordingly, the recoverability analysis was prepared on the basis of the time period in force for these tax assets, with a maximum of 10 years, using the current conditions for the use of such tax assets, especially the limits to offset such tax losses.

The negative tax bases pending offsetting and the unused tax incentives at 31 December 2022 and 2021, whose tax assets had been recognised, have the following details by expiry date:

2022
Millions of euros
NEGATIVE TAX
Range of maturity
TAX INCENTIVES
BASES
2023-2028
163
2
2029-2034
59
-
2035 onwards
35
41
Without limit
396
1
Total
653
44
2021
Millions of euros
NEGATIVE TAX
Range of maturity
TAX INCENTIVES
BASES
2022
Millions of euros
Range of maturity NEGATIVE TAX
BASES
TAX INCENTIVES
2021
Millions of euros
Range of maturity NEGATIVE TAX
BASES
TAX INCENTIVES
2022-2027 129 7
2028-2033 138 1
2034 onwards 38 66
Without limit 525 4
Total 830 78
2022

The negative tax bases pending of setting and the unused tax incentives at 31 December 2022 and 2021, whose tax assets had not been recognised, have the following details by expiry date:

TAX INCENTIVES
TAX INCENTIVES
18
5
181
139
19
2021
Millions of euros
NEGATIVE TAX
Range of maturity
TAX INCENTIVES
BASES
2022-2027
119
18
2028-2033
41
5
2034 onwards
118
119
Without limit
500
38
Total
778
180

Most of the Group companies have all the taxes applicable to them open for review, for the whole period pending expiry (four years from the presentation date for the Spanish companies, except those located in Basque territory, which expire at three years and, generally, five years for foreign operations) or from the date on which they are formed if such date is more recent.

The directors of the Parent Company and subsidiaries calculated the corporation tax for 2022 and that open for review, in accordance with the prevailing regulations in each year. Due to the possible interpretations of the tax regulations that may arise as a result of the above, there may be differences associated with the calculation of corporation tax for 2022 and prior years that cannot be objectively quantified. However, in the opinion of the Group's directors and its tax and legal advisors, the tax liability that might arise from them would not materially affect the consolidated financial statements.

Nota 30. Earnings per share

associated with the calculation of corporation tax for 2022 and prior years that cannot be objectively
quantified. However, in the opinion of the Group's directors and its tax and legal advisors, the tax
liability that might arise from them would not materially affect the consolidated financial statements.
interpretations of the tax regulations that may arise as a result of the above, there may be differences
Nota 30.
Earnings per share
Basic earnings per share are calculated by dividing the profit for the year attributable to ordinary equity
holders of the Parent Company by the weighted average number of ordinary shares outstanding during
the year.
Diluted earnings per share are also calculated by adjusting the profit attributable to ordinary equity
holders of the Parent Company and the weighted average number of ordinary shares outstanding by
all the dilutive effects inherent to potential ordinary shares.
Basic and diluted earnings per share for 2022 and 2021 are as follows:
31-12-2022 31-12-2021
Profit attributable to the shareholders of the Parent Company (Thousands of euros) 259,966 155,376
Loss from discontinued activities attributable to the shareholders of the Parent
company (Thousands of euros)
- -
Weighted average number of ordinary shares outstanding (Thousands of shares) 574,703 574,533
Basic earnings per share from continuing operations (Euros per share)
Basic earnings per share from discontinued operations (Euros per share)
0.45
-
0.27
-

Nota 31. Commitments

The Group is lessee of buildings, warehouses, machinery and vehicles.

The information relating to the lease arrangements at 31 December 2022 was included in the corresponding Notes, by type (Note 11 and Note 23.c.1)).

The commitments acquired by the different Group companies relating to the acquisition of fixed assets and tools amounted to 430 million euros at 31 December 2022 (392 million euros at 31 December 2021). It is foreseeable that these orders will be executed from 2023 to 2026.

The Group has no guarantees granted to third parties. The amount of guarantees received by the Group from financial institutions and provided to third parties at 31 December 2022 amounts to 182 million euros (134 million euros at 31 December 2021).

Nota 32. Related party transactions

32.1 Balances and transactions with Related Parties

At 31 December 2022 and 31 December 2021, the transactions carried out with related parties were as follows:

2021
(705,551) (408,714)
(1,060,095) (807,016)
(8,824)
(291) (273)
1,433,770
44,888
7,003
670 857
The related parties in the following tables are subsidiaries and associates of the Acek, Desarrollo y
The commitments acquired by the different Group companies relating to the acquisition of fixed assets
and tools amounted to 430 million euros at 31 December 2022 (392 million euros at 31 December
2021). It is foreseeable that these orders will be executed from 2023 to 2026.
The Group has no guarantees granted to third parties. The amount of guarantees received by the
Group from financial institutions and provided to third parties at 31 December 2022 amounts to 182
At 31 December 2022 and 31 December 2021, the transactions carried out with related parties were
Thousands of euros
2022
(7,391)
2,152,863
41,507
21,125
Receivable balance: positive / Balance payable: negative

The related parties in the following tables are subsidiaries and associates of the Acek, Desarrollo y Gestión Industrial Group in which the Parent Company does not directly or indirectly own any ownership interests.

Sales included in the accompanying tables detailing transactions with related parties relate mainly to the sale of by-products, while the most significant purchases relate to the supply of steel and services received for tooling and steel cutting works.

production activity.
follows:
There are no purchase commitments with related parties that are not related to the Group's own
The breakdown of receivables from and payables to related parties at 31 December 2022 were as
31-12-2022
Company
Shareholders
Mitsui & Co., Ltd.
Thousands of euros
(106,492)
Company
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Thousands of euros
(8,306)
Tuyauto, S.A. (1,989) Free Float (9,192)
Total current loans (Note 23.c.2)) (108,481) Gestamp 2020, S.L. (17,588)
Related parties Others shareholders (523)
Gonvarri Czech, S.R.O. (2,916) Total Dividends payable (Note 23.d)) (35,609)
Gonvarri Polska SP, Z.o.o. (423) Shareholders
Gonvauto Navarra, S.A.
Associates
Gestión Global de Matricería, S.L.
(586)
(3,977)
Acek Desarrollo y Gestión Industrial, S.L.
Trans Sese, S.L.
Related parties
(867)
(3)
Total Non-current leases (Note 23.c.1)) (7,902) Alurecy, S.A.U (2)
Shareholders ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. (6,654)
Beijing Hainachuan Automotive Parts Co., Ltd. (1,871) ArcelorMittal Gonvarri Nitra s.r.o. (5,631)
Related parties Autocom Componentes Automotivos do Brasil, Ltda. (1)
Gonvarri Czech, S.R.O. (1,997) Autometal, Ltda. (25)
Gonvarri Polska SP, Z.o.o. (430) Bill Forge de Mexico, S. de R.L. de C.V. (20)
Gonvauto Navarra, S.A. (327) CIE Celaya, S.A.P.I. de C.V. (82)
Associates CIE Galfor, S.A. U. (328)
Gestión Global de Matricería, S.L. (2,369) CIE Legazpi, S.A. U. (158)
Total Current leases (Note 23.c.1)) (6,994) CIE Mecauto, S.A.U. (94)
Associates 32 CIE Metal CZ, s.r.o. (555)
DJC Recyclage, S.A.R.L. CIE Praga Louny, a.s. (35)
Gestión Global de Matricería, S.L. 21,400 CIE Udalbide, S.A.U. (79)
Total Non-current Loans (Note 12.a.2)) 21,432 CIE Unitools Press, a.s (356)
Shareholders 765 CIE Zdánice, s.r.o. (8)
Ivi Grupo Cosimet, S.L. Componentes de Dirección Recylan, S.L.U (29)
Associates 5 Dexion GmbH (127)
Beta Steel, S.L. Elawan Energy (2)
DJC Recyclage, S.A.R.L. 54 Falkenroth Umformtechnik GmbH (169)
Etem Gestamp Aluminium Extrusions, S.A. 5,000 Fihi Forging Industry, S.L. (1,190)
Total Current Loans (Note 12.b.1)) 5,824 Forjas de Celaya, S.A. de C.V. (105)
Associates Forjas Iraeta Heavy Industry, S.L. (147)
Etem Gestamp Aluminium Extrusions, S.A. 90 GAT Mexico, S.A. de C.V. (2)
Gestión Global de Matricería, S.L. 299 Gesenkschmiede Schneider GmbH (443)
Total Interest receivable 389 Gonvarri Argentina, S.A. (6,219)
Shareholders Gonvarri Galicia, S.A. (63,641)
Acek Desarrollo y Gestión Industrial, S.L. (20) Gonvarri I. Centro Servicios, S.L. (192,939)
Related parties Gonvarri Polska SP, Z.o.o. (46,338)
ArcelorMittal Gonvarri Nitra s.r.o. 61 Gonvarri Ptos. Siderúrgicos, S.A. (31,944)
Autocom Componentes Automotivos do Brasil, Ltda. 3 Gonvarri Tarragona, S.L. (9)
Fihi Forging Industry, S.L. 929 Gonvarri Valencia, S.A. (8,495)
Forjas Iraeta Heavy Industry, S.L. 5 Gonvauto Asturias, S.L. (4,280)
Gonvarri Argentina, S.A. 17 Gonvauto Navarra, S.A. (16,848)
Gonvarri I. Centro Servicios, S.L. 627 Gonvauto Puebla, S.A. de C.V. (41,784)
Gonvarri Industrial, S.A. 41 Gonvauto South Carolina Llc. (19,466)
Gonvarri Polska SP, Z.o.o. 1 Gonvauto Thüringen, GMBH (16,433)
Gonvarri Valencia, S.A. 779 Gonvauto, S.A. (28,690)
Gonvauto Asturias, S.L. 650 Gonvvama, Ltd. (51)
Gonvauto Navarra, S.A. 256 GRI Towers Galicia, S.L. (92)
Gonvauto Puebla, S.A. de C.V. 1,901 GRI Towers Sevilla, S.L. (150)
Gonvauto South Carolina Llc. 14,884 Hierros y Aplanaciones, S.A. (908)
Gonvauto Thüringen, GMBH 52 Inmobiliaria Acek, S.L. (131)
Gonvauto, S.A. 275 Jardim Sistemas Automotivos e Industriais, S.A. (46)
GS Hot-Stamping Co., Ltd. 5 Láser Automotive Barcelona, S.L. (660)
Láser Automotive Barcelona, S.L. 69 Machine, Tools and Gear, Inc (45)
MAR SK, s.r.o. 11 Mahindra CIE Automotive Ltd. 55
Nugar, S.A. de C.V. 524 Maquinados Automotrices y Talleres Industriales de Celaya, S.A. de C.V. (25)
Road Steel Engineering, S.L. 3 Maquinados de Precisión de México S. de R.L. de C.V. (43)
Severstal Gonvarri Kaluga, LLC 3 MAR SK, s.r.o. (55)
Steel & Alloy, Ltd. 46 Metalúrgica Nakayone, Ltda. (226)
Associates 5 Nugar, S.A. de C.V. (6)
Beta Steel, S.L. Pintura, Estampado y Montaje, S.A.P.I. de C.V. (281)
Etem Gestamp Aluminium Extrusions, S.A. 56 Rochester Gear, Inc (7)
Gestamp Auto Components Sales (Tianjin) Co., Ltd. 32,627 Schoneweiss & Co. GmbH (518)
Gestión Global de Matricería, S.L. 761 Severstal Gonvarri Kaluga, LLC (683)
GGM Puebla, S.A. de C.V. 5,995 Steel & Alloy, Ltd. (5,733)
Global Laser Araba, S.L. 239 Associates (275)
Ingeniería y Construcción Matrices, S.A. 7263 Car Recycling, S.L.
IxCxT, S.A. 2425 DJC Recyclage, S.A.R.L. (53)
Kunshan Gestool Tooling Manufacturing Co, Ltd 19586 Etem Gestamp Aluminium Extrusions, S.A. (4,026)
Total Trade receivables from related parties (Note 15.a)) 90,079 Gestión Global de Matricería, S.L. (1,339)
Related parties GGM Puebla, S.A. de C.V. (2,701)
Gonvauto Thüringen, GMBH 67 Global Laser Araba, S.L. (3,309)
Total Debtors, related parties ( Note 15.b)) 67 Ingeniería y Construcción Matrices, S.A. (4,820)
Shareholders (1,431) IxCxT, S.A. (1,895)
Acek Desarrollo y Gestión Industrial, S.L. Kunshan Gestool Tooling Manufacturing Co, Ltd (5,654)
Total short-term asset suppliers (Note 23.c.2))
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
(1,431)
(17,929)
Total Suppliers, related parties (Note 25.a))
Related parties
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
(527,875)
(116,428)
Total long-term asset suppliers (Note 23.c.2))
Shareholders
(17,929) Total Other current borrowings
Shareholders
(116,428)
Acek Desarrollo y Gestión Industrial, S.L. (952) Ivi Grupo Cosimet, S.L. 150
Mitsui & Co., Ltd. 68 Associates
Related parties (275) Beta Steel, S.L. 3
Autometal, Ltda. Car Recycling, S.L. 349
Gonvarri I. Centro Servicios, S.L.
Total interest payable (Note 23.c.2))
(36)
(1,195)
Total payable Current account 502
Total debit/credit balances (705,551)
The breakdown of receivables from and payables to related parties at 31 December 2021 were as
follows:
31-12-2021
Company
Shareholders
Thousands of euros Company
Related parties
Thousands of euros
Mitsui & Co., Ltd. (100,264) Gonvauto Thüringen, GMBH 73
Total Non-current loans (Note 23.c.2)) (100,264) Total Debtors, related parties ( Note 15.b)) 73
Shareholders
JSC Karelsky Okatysh
(4,619) Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
(1,343)
Tuyauto, S.A.
Related parties
(2,259) Total Short-term asset suppliers (Note 23.c.2))
Shareholders
(1,343)
Gescrap Bilbao, S.L. (92) Acek Desarrollo y Gestión Industrial, S.L. (19,360)
Total Current loans (Note 23.c.2)) (6,970) Total Long-term asset suppliers (Note 23.c.2)) (19,360)
Shareholders
Beijing Hainachuan Automotive Parts Co., Ltd.
(1,902) Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
(1,018)
Related parties (4,900) JSC Karelsky Okatysh (4)
Gonvarri Czech, S.R.O. Mitsui & Co., Ltd. 12
Gonvarri Polska SP, Z.o.o. (850) Related parties (36)
Gonvauto Navarra, S.A. (923) Gonvarri I. Centro Servicios, S.L.
Associates
Gestión Global de Matricería, S.L.
(7,011) Total Interest payable (Note 23.c.2))
Shareholders
(1,046)
Total Non-current leases (Note 23.c.1)) (15,586) Acek Desarrollo y Gestión Industrial, S.L. (5,001)
Shareholders Free Float (5,892)
Beijing Hainachuan Automotive Parts Co., Ltd. (2,421) Gestamp 2020, S.L. (10,956)
Related parties Others shareholders (3)
Gonvarri Czech, S.R.O. (1,941) Total Dividends payable (Note 23.d)) (21,852)
Gonvarri Polska SP, Z.o.o. (416) Shareholders
Gonvauto Navarra, S.A. (330) Acek Desarrollo y Gestión Industrial, S.L. (1,279)
Associates Beijing Hainachuan Automotive Parts Co., Ltd. (224)
Gestión Global de Matricería, S.L. (2,791) Related parties (46,716)
Total Current leases (Note 23.c.1)) (7,899) ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
Associates 21,400 ArcelorMittal Gonvarri Nitra s.r.o. (4,623)
Gestión Global de Matricería, S.L. Dongguan Gonvarri Center, LTD. (3,041)
Total Non-current Loans (Note 12.a.2)) 21,400 Gescrap Autometal Comercio de Sucatas, S.A. (5)
Associates Gescrap Autometal México, S.A. de C.V. (3)
Etem Gestamp Aluminium Extrusions, S.A. 5,000 Gescrap France S.A.R.L. 12
Total Current Loans (Note 12.b.1)) 5,000 Gescrap GmbH (3)
Associates 14 Gescrap Slovakia S.R.O. (496)
Etem Gestamp Aluminium Extrusions, S.A. Gonvarri Argentina, S.A. (7,122)
Gestión Global de Matricería, S.L. 214 Gonvarri Czech, S.R.O. (33)
Total Interest receivable 228 Gonvarri Galicia, S.A. (50,324)
Shareholders 886 Gonvarri I. Centro Servicios, S.L. (136,415)
Acek Desarrollo y Gestión Industrial, S.L. Gonvarri Polska SP, Z.o.o. (31,565)
Related parties 7 Gonvarri Ptos. Siderúrgicos, S.A. (26,914)
ArcelorMittal Gonvarri Nitra s.r.o. Gonvauto Asturias, S.L. (3,540)
GES Recycling USA Llc. 6,399 Gonvauto Navarra, S.A. (9,693)
GES Recycling, Ltd. 1 Gonvauto Puebla, S.A. de C.V. (34,096)
Gescrap Aragón, S.L. 133 Gonvauto South Carolina Llc. (36,735)
Gescrap Autometal Comercio de Sucatas, S.A. 256 Gonvauto Thüringen, GMBH (12,548)
Gescrap Autometal México, S.A. de C.V. 2,092 Gonvauto, S.A. (20,192)
Gescrap Bilbao, S.L. 4,544 Gonvvama, Ltd. (542)
Gescrap Centro, S.L. 1,790 Industrial Ferrodistribuidora, S.L. (7,105)
Gescrap Czech, S.R.O. 247 Inmobiliaria Acek, S.L. (6)
Gescrap France S.A.R.L. 4,828 Láser Automotive Barcelona, S.L. (403)
Gescrap GmbH 6,337 Severstal Gonvarri Kaluga, LLC (4,982)
Gescrap Hungary, Kft. 460 Steel & Alloy, Ltd. (3,680)
Gescrap India Private Limited (19) Associates
Gescrap Navarra, S.L. 475 Etem Gestamp Aluminium Extrusions, S.A. (4,009)
Gescrap Noroeste, S.L.U. 43 Gestamp Auto Components Sales (Tianjin) Co., Ltd. (437)
Gescrap Polska SP, ZOO. 1,572 Gestión Global de Matricería, S.L. (524)
Gescrap Romania, S.R.L. 678 GGM Puebla, S.A. de C.V. (2,402)
Gescrap Slovakia S.R.O. 676 Global Laser Araba, S.L. (3,026)
Gonvarri Argentina, S.A. 27 Ingeniería y Construcción Matrices, S.A. (4,584)
Gonvarri I. Centro Servicios, S.L. 108 IxCxT, S.A. (1,361)
Gonvarri Industrial, S.A. 613 Kunshan Gestool Tooling Manufacturing Co, Ltd (8,785)
Gonvarri Polska SP, Z.o.o. 1 Total Suppliers, related parties (Note 25.a)) (467,401)
Gonvauto Asturias, S.L. 430 Associates
Gonvauto Navarra, S.A. 271 Global Laser Araba, S.L. (1)
Gonvauto Puebla, S.A. de C.V. 1,873 Ingeniería y Construcción Matrices, S.A. (31)
Gonvauto South Carolina Llc.
Gonvauto Thüringen, GMBH
43,157
178
Total Current account payable (Note 23.c.2)) (32)
Gonvauto, S.A.
Gonvvama, Ltd.
28
536
GS Hot-Stamping Co., Ltd.
Industrial Ferrodistribuidora, S.L.
5
652
Láser Automotive Barcelona, S.L.
Road Steel Engineering, S.L.
Steel & Alloy, Ltd.
91
3
157
Associates
Etem Gestamp Aluminium Extrusions, S.A.
35
Gestamp Auto Components Sales (Tianjin) Co., Ltd.
Gestión Global de Matricería, S.L.
87,896
762
GGM Puebla, S.A. de C.V.
Global Laser Araba, S.L.
4,054
51
Ingeniería y Construcción Matrices, S.A.
IxCxT, S.A.
7163
1249
Kunshan Gestool Tooling Manufacturing Co, Ltd
Total Trade receivables from related parties (Note 15.a))
25593
206,338
The breakdown of transactions with related parties at 31 December 2022 was as follows:
Company 31-12-2022
Thousands of euros
Company Thousands of euros
Related Parties
ArcelorMittal Gonvarri Nitra s.r.o.
(3) Shareholders
Tuyauto, S.A.
193
Fihi Forging Industry, S.L. (639) Related Parties 249,502
GES Recycling, Ltd. (20,114) ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
Ges Recycling South Carolina, LLC (82,758) ArcelorMittal Gonvarri Nitra s.r.o. 21,873
Gescrap Autometal Comercio de Sucatas, S.A. (27,470) Dongguan Gonvarri Center, LTD. 3,189
Gescrap Aragón, S.L. (2,423) Gescrap Autometal Comercio de Sucatas, S.A. 23
Gescrap Autometal Mexico Servicios, S.A. de C.V. (4,876) Gonvarri Argentina, S.A. 45,450
Gescrap Autometal Mexico, S.A. de C.V. (21,274) Gonvarri Galicia, S.A. 139,876
Gescrap Catalunya, S.L. (59) Gonvarri I. Centro Servicios, S.L. 496,500
Gescrap Centro, S.L. (6,073) Gonvarri Industrial, S.A. 371
Gescrap Czech, S.R.O. (2,134) Gonvarri Polska SP, Z.o.o. 165,966
Gescrap France, S.A.R.L. (28,691) Gonvarri Ptos. Siderúrgicos, S.A. 71,204
Gescrap GmbH (42,894) Gonvarri Valencia, S.A. 23,649
Gescrap Hungary, Kft. (4,422) Gonvauto Asturias, S.L. 14,800
Gescrap India Private Limited (20,044) Gonvauto Navarra, S.A. 39,847
Gescrap Navarra, S.L. (9,286) Gonvauto Puebla, S.A. de C.V. 175,292
Gescrap Noroeste, S.L. (213) Gonvauto South Carolina Llc. 295,899
Gescrap Polska Sp. Z.o.o. (23,799) Gonvauto Thüringen, GMBH 177,769
Gescrap Romania, S.R.L. (5,641) Gonvauto, S.A. 61,151
Gescrap S.L. (41,933) Láser Automotive Barcelona, S.L. 298
Gescrap Slovakia, s.r.o. (3,169) Severstal Gonvarri Kaluga, LLC 14,427
Gonvarri Argentina, S.A. (60) Steel & Alloy, Ltd. 105,207
Gonvarri Galicia, S.A. (35) Associates 45,069
Gonvarri I. Centro Servicios, S.L. (1,798) Etem Gestamp Aluminium Extrusions, S.A.
Gonvarri Valencia, S.A. (935) Gestión Global de Matricería, S.L. 950
Gonvauto Asturias, S.L. (2,168) GGM Puebla, S.A. de C.V. 1,616
Gonvauto Navarra, S.A. (4,281) Global Laser Araba, S.L. 1,051
Gonvauto Puebla, S.A. de C.V. (10,582) Kunshan Gestool Tooling Manufacturing Co, Ltd 1,691
Gonvauto South Carolina Llc. (232,494) Total Purchases 2,152,863
Gonvauto Thüringen, GMBH (143) Shareholders
Gonvauto, S.A. (3,413) Acek Desarrollo y Gestión Industrial, S.L. 7,348
Láser Automotive Barcelona, S.L. (192) Beijing Hainachuan Automotive Parts Co., Ltd. 3,482
Lusoscrap, Lda (864) Related Parties 43
Recuperaciones Medioambientales Industriales, S.L. (8) ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
Steel & Alloy, Ltd. (68) Dongguan Gonvarri Center, LTD. 200
Associates Ges Recycling Limited 16
Etem Gestamp Aluminium Extrusions, S.A. (2) Gescrap - Autometal Comercio de Sucatas, S/A 23
Gestamp Auto Components Sales (Tianjin) Co., Ltd. (450,519) Gescrap Autometal Mexico, S.A. de C.V. 9
GGM Puebla, S.A. de C.V. (98) Gescrap GmbH 141
Ingeniería y Construcción Matrices, S.A. (129) Gescrap Hungary, KFT 2
Kunshan Gestool Tooling Manufacturing Co, Ltd
Total Sales
Shareholders
(4,391)
(1,060,095)
Gescrap Navarra, S.L.
Gescrap Slovakia, s.r.o.
Gonvarri Argentina, S.A.
10
2,756
129
Acek Desarrollo y Gestión Industrial, S.L. (98) Gonvarri Czech, S.R.O. 258
Others shareholders (5) Gonvarri Galicia, S.A. 2
Related Parties (112) Gonvarri I. Centro Servicios, S.L. 79
ArcelorMittal Gonvarri Nitra s.r.o. Gonvarri Polska SP, Z.o.o. 63
Ges Recycling South Carolina, LLC (2) Gonvarri Ptos. Siderúrgicos, S.A. 259
Gescrap Aragón, S.L. (1) Gonvarri Valencia, S.A. 4
Gescrap Autometal Mexico, S.A. de C.V. (463) Gonvauto Asturias, S.L. (9)
Gescrap France, S.A.R.L. (9) Gonvauto Navarra, S.A. (362)
Gescrap GmbH (2) Gonvauto Puebla, S.A. de C.V. 7
Gescrap Hungary, Kft. (5) Gonvauto South Carolina Llc. 458
Gescrap Polska Sp. Z.o.o. (118) Gonvauto Thüringen, GMBH 49
Gescrap S.L. (9) Gonvauto, S.A. 27
Gescrap Slovakia, s.r.o. (286) Gonvvama, Ltd. 222
Gonvarri I. Centro Servicios, S.L. 60 Inmobiliaria Acek, S.L. 1,191
Gonvarri Industrial, S.A. (179) Láser Automotive Barcelona, S.L. 2,160
Gonvarri Polska SP, Z.o.o. (8) Severstal Gonvarri Kaluga, LLC 1
Gonvarri Ptos. Siderúrgicos, S.A. (40) Steel & Alloy, Ltd. 2
Gonvauto Puebla, S.A. de C.V. (14) Associates
Gonvauto Thüringen, GMBH 39 Etem Gestamp Aluminium Extrusions, S.A. 1,888
Gonvvama, Ltd. (2,170) Gestión Global de Matricería, S.L. 1,450
GRI Renewable industries, S.L. (140) GGM Puebla, S.A. de C.V. 5,101
Inmobiliaria Acek, S.L. (1) Global Laser Araba, S.L. 6,043
Risteel Corporation B.V. (12) Ingeniería y Construcción Matrices, S.A. 3,357
Road Steel Engineering, S.L. (29) IxCxT, S.A. 2,423
Associates Kunshan Gestool Tooling Manufacturing Co, Ltd 2,675
Etem Gestamp Aluminium Extrusions, S.A. (87) Total Servicios Received 41,507
Gestamp Auto Components Sales (Tianjin) Co., Ltd. (511) Shareholders
Gestión Global de Matricería, S.L. (17) Acek Desarrollo y Gestión Industrial, S.L. 1,291
GGM Puebla, S.A. de C.V. (860) JSC Karelsky Okatysh 76
Global Laser Araba, S.L. (252) Mitsui & Co., Ltd. 4,166
Ingeniería y Construcción Matrices, S.A. (327) Tuyauto, S.A. 18
IxCxT, S.A. (1,092) Related Parties 13,966
Kunshan Gestool Tooling Manufacturing Co, Ltd (641) ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
Total Services Rendered (7,391) Gonvarri Argentina, S.A. 139
Associates Gonvarri Galicia, S.A. 335
Etem Gestamp Aluminium Extrusions, S.A. (76) Gonvarri I. Centro Servicios, S.L. 760
Gestión Global de Matricería, S.L. (215) Gonvarri Ptos. Siderúrgicos, S.A. 30
Total financial Income (Note 28.a)) (291) Gonvarri Valencia, S.A.
Gonvauto Asturias, S.L.
29
25
Gonvauto Navarra, S.A.
Gonvauto Puebla, S.A. de C.V.
69
111
Gonvauto, S.A.
Láser Automotive Barcelona, S.L.
Total Financial expenses (Note 28.b))
106
4
21,125
Shareholders
Beijing Hainachuan Automotive Parts Co., Ltd.
104
Related Parties
Gonvarri Czech, S.R.O.
184
Gonvarri Polska SP, Z.o.o.
Gonvauto Navarra, S.A.
36
71
Associates
Gestión Global de Matricería, S.L.
275
Total Leases Financial expenses (Note 28.b))
670
The breakdown of transactions with related parties at 31 December 2021 was as follows:
31-12-2021
Company
Related Parties
Thousands of euros Company
Shareholders
Thousands of euros
Dongguan Gonvarri Center, LTD. (70) Tuyauto, S.A. 18
GES Recycling USA Llc. (75,636) Related Parties
GES Recycling, Ltd. (15,396) ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A. 111,041
Gescrap Aragón, S.L. (2,115) ArcelorMittal Gonvarri Nitra s.r.o. 30,679
Gescrap Autometal Comercio de Sucatas, S.A. (18,601) ArcelorMittal Gonvarri SSC S.L. 1
Gescrap Autometal México, S.A. de C.V. (23,032) Dongguan Gonvarri Center, LTD. 24,037
Gescrap Bilbao, S.L. (32,135) Gonvarri Argentina, S.A. 37,530
Gescrap Centro, S.L. (10,774) Gonvarri Galicia, S.A. 96,628
Gescrap Czech, S.R.O.
Gescrap France S.A.R.L.
(2,220) Gonvarri I. Centro Servicios, S.L. 310,314
Gescrap GmbH (28,488) Gonvarri Polska SP, Z.o.o. 111,679
(44,655) Gonvarri Ptos. Siderúrgicos, S.A. 44,144
Gescrap Hungary, Kft. (4,426) Gonvauto Asturias, S.L. 9,219
Gescrap India Private Limited (3,304) Gonvauto Navarra, S.A. 23,738
Gescrap Navarra, S.L. (7,792) Gonvauto Puebla, S.A. de C.V. 115,990
Gescrap Noroeste, S.L.U. (1,751) Gonvauto South Carolina Llc. 198,437
Gescrap Polska SP, ZOO. (20,085) Gonvauto Thüringen, GMBH 102,324
Gescrap Romania, S.R.L. (3,991) Gonvauto, S.A. 43,160
Gescrap Rusia, Ltd. (12) Gonvvama, Ltd. 509
Gescrap Slovakia S.R.O. (2,921) Industrial Ferrodistribuidora, S.L. 15,478
Gonvarri I. Centro Servicios, S.L. (188) Láser Automotive Barcelona, S.L. 293
Gonvarri Ptos. Siderúrgicos, S.A. 546 Severstal Gonvarri Kaluga, LLC 43,733
Gonvauto Asturias, S.L. (1,463) Steel & Alloy, Ltd. 77,501
Gonvauto Navarra, S.A. (3,746) Associates
Gonvauto Puebla, S.A. de C.V. (10,134) Etem Gestamp Aluminium Extrusions, S.A. 31,815
Gonvauto South Carolina Llc. (156,323) GGM Puebla, S.A. de C.V. 2,370
Gonvauto Thüringen, GMBH (738) Kunshan Gestool Tooling Manufacturing Co, Ltd 3,132
Gonvauto, S.A. (5,822) Total Purchases 1,433,770
Industrial Ferrodistribuidora, S.L. (1,472) Shareholders
Láser Automotive Barcelona, S.L. (197) Acek Desarrollo y Gestión Industrial, S.L. 9,367
Steel & Alloy, Ltd. (59) Beijing Hainachuan Automotive Parts Co., Ltd. 1,469
Associates
Etem Gestamp Aluminium Extrusions, S.A.
(2) Related Parties
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
89
Gestamp Auto Components Sales (Tianjin) Co., Ltd. (325,682) Dongguan Gonvarri Center, LTD. 19
GGM Puebla, S.A. de C.V. (1,091) GES Recycling, Ltd. 2
Ingeniería y Construcción Matrices, S.A. (1,974) Gescrap Autometal Comercio de Sucatas, S.A. 6
Kunshan Gestool Tooling Manufacturing Co, Ltd (1,267) Gescrap Autometal México, S.A. de C.V. 9
Total Sales (807,016) Gescrap Bilbao, S.L. 15
Shareholders (1,566) Gescrap France S.A.R.L. 8
Acek Desarrollo y Gestión Industrial, S.L. Gescrap GmbH 409
Others shareholders (2) Gescrap Hungary, Kft. 4
Related Parties Gescrap Navarra, S.L. 11
ArcelorMittal Gonvarri Nitra s.r.o. (36) Gescrap Slovakia S.R.O. 2,609
GES Recycling USA Llc. (4) Gonvarri Argentina, S.A. 5
Gescrap Autometal México, S.A. de C.V. (294) Gonvarri Czech, S.R.O. 1,552
Gescrap Czech, S.R.O. (4) Gonvarri Galicia, S.A. 11
Gescrap France S.A.R.L. (15) Gonvarri I. Centro Servicios, S.L. 69
Gescrap GmbH (25) Gonvarri Polska SP, Z.o.o. 66
Gescrap Hungary, Kft. (5) Gonvarri Ptos. Siderúrgicos, S.A. 239
Gescrap Polska SP, ZOO. (69) Gonvauto Asturias, S.L. 11
Gescrap Romania, S.R.L. (53) Gonvauto Navarra, S.A. 225
Gescrap Slovakia S.R.O. (312) Gonvauto Puebla, S.A. de C.V. 30
Gonvarri I. Centro Servicios, S.L. (27) Gonvauto South Carolina Llc. 3,804
Gonvarri Industrial, S.A. (235) Gonvauto Thüringen, GMBH 45
Gonvarri Polska SP, Z.o.o. (18) Gonvauto, S.A. 3
Gonvarri Ptos. Siderúrgicos, S.A. (32) Gonvvama, Ltd. 83
Gonvauto Thüringen, GMBH (28) Inmobiliaria Acek, S.L. 1,000
Gonvvama, Ltd. (1,978) Láser Automotive Barcelona, S.L. 1,996
GRI Renewable industries, S.L. (12) Severstal Gonvarri Kaluga, LLC 2
Road Steel Engineering, S.L.
Associates
(27) Associates
Etem Gestamp Aluminium Extrusions, S.A.
1,333
Etem Gestamp Aluminium Extrusions, S.A. (40) Gestamp Auto Components Sales (Tianjin) Co., Ltd. 390
Gestamp Auto Components Sales (Tianjin) Co., Ltd. (1,102) Gestión Global de Matricería, S.L. 2,485
Gestión Global de Matricería, S.L. (39) GGM Puebla, S.A. de C.V. 4,210
GGM Puebla, S.A. de C.V. (757) Global Laser Araba, S.L. 5,825
Global Laser Araba, S.L. (75) Ingeniería y Construcción Matrices, S.A. 3,916
Ingeniería y Construcción Matrices, S.A. (513) IxCxT, S.A. 2,405
IxCxT, S.A. (744) Kunshan Gestool Tooling Manufacturing Co, Ltd 1,166
Kunshan Gestool Tooling Manufacturing Co, Ltd (812) Total Servicios Received 44,888
Total Services Rendered (8,824) Shareholders
Related Parties (43) Acek Desarrollo y Gestión Industrial, S.L. 1,378
Gonvarri Czech, S.R.O. JSC Karelsky Okatysh 312
Associates (13) Mitsui & Co., Ltd. 1,995
Etem Gestamp Aluminium Extrusions, S.A. Tuyauto, S.A. 55
Gestión Global de Matricería, S.L. (217) Related Parties 2,402
Total financial Income (Note 28.a)) (273) ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
Gonvarri Galicia, S.A.
Gonvarri I. Centro Servicios, S.L.
321
239
Gonvarri Ptos. Siderúrgicos, S.A.
Gonvauto Navarra, S.A.
109
26
Gonvauto Puebla, S.A. de C.V.
Gonvauto, S.A.
102
46
Industrial Ferrodistribuidora, S.L.
Total Financial expenses (Note 28.b))
18
7,003
Shareholders
Beijing Hainachuan Automotive Parts Co., Ltd.
172
Related Parties
Gonvarri Czech, S.R.O.
244
Gonvarri Polska SP, Z.o.o.
Gonvauto Navarra, S.A.
51
41
Associates
Gestión Global de Matricería, S.L.
349
Total Leases Financial expenses (Note 28.b)) 857

32.2 Board of Directors' remuneration

Gestamp Automoción, S.A. received 352 thousand euros in 2022 and 360 thousand euros in 2021, for all remuneration items as a member of the Board of Directors of certain Group subsidiaries.

The breakdown of the total remuneration received by the members of the Parent Company's Board of Directors was as follows in thousands of euros:

Gestamp Automoción, S.A. received 352 thousand euros in 2022 and 360 thousand euros in 2021, for
all remuneration items as a member of the Board of Directors of certain Group subsidiaries.
The breakdown of the total remuneration received by the members of the Parent Company's Board of
Thousands of euros
Non-Executive Directors 2022 Year
Mr. Alberto Rodríguez Fraile 110.00
Mrs. Ana García Fau 110.00
Mr. César Cernuda 110.00
Mr. Pedro Sainz de Baranda 95.00
Mr. Javier Rodríguez Pellitero 95.00
Mrs. Concepción Rivero Bermejo 95.00
Mr. Juan María Riberas Mera 95.00
Mr. Gonzalo Urquijo Fernández de Araoz 95.00
Mr. Norimichi Hatayama 80.00
Mrs. Chisato Eiki 95.00
Mrs. Loreto Ordoñez 95.00
TOTAL 1,075.00
(From January 1, 2022 to December 31, 2022)
Executive Directors
Mr. Francisco José Riberas Mera 1,046.01
Mr. Francisco López Peña 645.79
TOTAL 1,691.80
Executive Directors

The total amount of the loans granted to the members of the Board of Directors of the Parent Company at 31 December 2022 and 31 December 2021 amount to 3,631 thousand euros and 3,525 thousand euros, respectively, including principal plus outstanding interest, and were granted in 2016 for the purchase of shares of the Parent Company from ACEK Desarrollo y Gestión Industrial, S.L. (see Note 12.a.2)).

32.3 Senior Management's Remuneration

In 2022, the total remuneration accrued, for all items, in favour of the members of the Management Committee, Executive Directors excluded, amounted to 6,514 thousand euros (6,875 thousand euros in 2021) included in "Personnel expenses" in the Consolidated Income Statement.

The amount corresponding to 2022 and 2021 includes life insurance premiums amounting to 29 thousand euros and 32 thousand euros, respectively. Likewise, the amount corresponding to 2021 includes pension obligations amounting to 101 thousand euros. There are not pension obligation in 2022.

The total amount of the loans granted to the members of the Management Committee at 31 December 2022 and 31 December 2021, excluding those who are members of the Board of Directors, which are already included in Note 32.2, amount to 8,481 thousand euros and 8,967 thousand euros, respectively. This includes principal plus outstanding interest, and they were granted in 2016 for the purchase of shares of the Parent Company from ACEK Desarrollo y Gestión Industrial, S.L. (Note 12.a.2)).

Nota 33. Other disclosures

33.1 Auditors' fees

The fees for the audit of the Consolidated and Individual Financial Statements of the companies included in the consolidation scope for 2022 amounted to 4,695 thousand euros, while in 2021 they amounted to 4,255 thousand euros.

4,506 thousand euros of the foregoing fees were due to the auditors of the Parent Company for all the audit work performed at the Group in 2022, while the amount of such fees totalled 4,190 thousand euros in 2021.

The fees received in 2022 by the auditor of the Parent Company's accounts and by the companies that share its trade name, for other services related with the audit of the accounts, amounted to 738 thousand euros, while in 2021 they amounted to 739 thousand euros.

The fees received in 2022 by the auditor of the Parent Company's accounts and by the companies that share its trade name, for services other than the audit of the accounts, amounted to 747 thousand euros, while in 2021 they amounted to 899 thousand euros; the nature of these services is mainly collaboration in tax matters and due diligences in the purchase of companies.

33.2 Environmental matters

Total investments in systems, equipment and facilities relating to environmental protection and improvement had a gross value of 5,046 thousand euros at 2022 year-end, with accumulated depreciation of 3,470 thousand euros, while at 2021 year-end, such investments amounted to 4,520 thousand euros, with accumulated depreciation of 2,796 thousand euros.

Environmental protection and improvement expenses incurred in 2022 amounted to 1,965 thousand euros, while in 2021, they amounted to 1,685 thousand euros.

The accompanying Consolidated Balance Sheet does not include any provisions for environmental risks, since the Parent Company's directors consider that future obligations to be settled, arising from procedures of companies forming the Group to prevent, reduce or repair environmental damage, did not exist at year-end or that, if they existed, they would not be material. Likewise, no environmental grants were received at year-end.

Gestamp has a commitment to reduce its absolute emissions by 30% in scopes 1 and 2 and 22% in scope 3 by 2030, with the baseline of the year 2018. These targets relate to greenhouse gas emissions that occur during the Group's operational processes and are consistent with the reductions required to limit global warming to well below 2°C as set out in the Paris Agreement. To achieve this, the Group has the following lines of action:

  • Analysis and assessment of risks and opportunities.
  • Environmental impact management GHG (Greenhouse Gas)
  • Energy efficiency
  • Renewable energy supply
  • Technological and R&D capacity

These measures entail a reduction in emissions through energy efficiency, increased renewable energy procurement and new R&D developments, and have therefore not had a significant impact on the accounting records nor a significant change in the estimates made by management in previous years.

The useful life of the PP&E will not be affected by this commitment as they are not expected to be replaced in advance, as they can generally be powered by electricity from renewable sources. In this respect, the Group is now increasing its commitment to purchase renewable energy. No new indications of impairment have been detected as a result of the commitment made in view of the Group's operational expectations. Reasonably possible changes to the absolute emission reduction commitment would not have a material impact on the estimates of the value in use of the CGUs subject to the impairment test detailed in Notes 5 and 6.

Stocks of raw materials and finished products have a very low turnover due to the "just in time" production models, which limits their deterioration due to foreseeable changes in the trend in the type of vehicle of the end customers. In addition, the group's business lines, body-in-white, chassis and mechanisms, do not have to be adapted to the type of energy used by the vehicle.

At the date of these financial statements, the Group has no constructive or contractual obligation giving rise to an environmental provision.

Nota 34. Financial risk management

The Group uses the review of business plans, the study of the relationship between exposure and the present value of the cash flows arising from an investment, and the accounting vision that allows the assessment of the state and development of the different risk situations for financial risk management.

34.1 Financial risk factors

In compliance with prevailing legislation, below is a description of the main financial risks to which the Group is exposed:

  • Market risk
    • o Exchange rate risk
    • o Interest rate risk
  • Liquidity risk
  • Credit risk
  • Commodity price risk

Exchange rate risk

The exchange rate risk mainly arises from: (i) the Group's international diversification, which leads it to invest and obtain income, results and cash flows in currencies other than the euro, (ii) payables in currencies other than those of the countries in which the companies are located that have taken the debt and (iii) accounts receivable or payable in foreign currency from the standpoint of the company recognising the transaction.

The fluctuation in the exchange rate of the currency in which a given transaction is carried out against the accounting currency may have a negative or positive impact on profit or loss and equity.

The Group operates in the following currencies:

Euro US dollar Mexican peso
Argentine peso Brazilian real Pound sterling
Swedish crown Polish zloty Hungarian forint
Turkish lira Indian rupee Korean won
Chinese renminbi Russian rouble Czech crown
Japanese yen Thai Baht Romanian leu
Taiwanese dollar Moroccan dirham Bulgarian lev

To manage exchange rate risk, the Group uses (or evaluates the possibility of using) a series of financial instruments, basically (Note 23.b.1)):

  • A. Foreign currency forward contracts: These arrangements lock in the price at which an entity can buy or sell a currency on a set date; the timing can be adjusted to align the transactions with the hedged cash flows.
  • B. Options: The objective is to seek to protect against the negative impact of any exchange rate exposure, or any price ranges, or to fix a maximum or minimum exchange rate (collar or tunnel) on the date of settlement, or structures with a minimum cost or even zero (by renouncing benefits in different scenarios in exchange for achieving protection in other scenarios).

In some of the sales contracts in some countries, prices are partially adjusted according to the exchange rate, with different formulas, which offers some protection against devaluations.

The Group maintains debt in foreign currencies to reduce the sensitivity of the Net Financial Debt/EBITDA ratio to exchange rate fluctuations, and to partially offset possible losses in the value of assets due to exchange rate fluctuations, with savings in the value of liabilities.

The sensitivity of results and of equity to the changes in the exchange rates of the currencies in which the Group operates with respect to the euro are detailed below.

The sensitivity of results to the changes in the exchange rates of currencies for 2022 and 2021 is as follows:

2022
IMPACT ON PROFIT
Currency 5% Fluctuation -5% Fluctuation
Swedish crown 1,803 (1,803)
US dollar (2,719) 2,719
Hungarian forint 299 (299)
GB pound
Mexican peso
(1,590)
1,198
1,590
(1,198)
Brazilian real 1,046 (1,046)
Chinese yuan 2,359 (2,359)
Indian rupee 172 (172)
Turkish lira 1,429 (1,429)
Argentine peso (195) 195
Russian ruble (1,582) 1,582
Korean won 263 (263)
Polish zloty 1,813 (1,813)
Czech crown 102 (102)
Japanese yen (473) 473
Thai baht 38 (38)
Romanian leu
Moroccan dirham
112
73
(112)
(73)
Taiwanese dollar (4) 4
Bulgarian Lev 32 (32)
IMPACT IN ABSOLUTE TERMS 4,176 (4,176)
PROFIT ATTRIBUTABLE TO EQUITY
HOLDERS OF PARENT COMPANY 259,966 259,966
IMPACT IN RELATIVE TERMS 1.61% -1.61%
2021
Currency IMPACT ON PROFIT
5% Fluctuation
-5% Fluctuation
Swedish crown 1,224 (1,224)
US dollar (1,263) 1,263
Hungarian forint 77 (77)
GB pound (2,214) 2,214
Mexican peso 892 (892)
Brazilian real (39) 39
1,542 (1,542)
Chinese yuan
Indian rupee 70 (70)
Turkish lira 1,531 (1,531)
PROFIT ATTRIBUTABLE TO EQUITY
HOLDERS OF PARENT COMPANY 259,966 259,966
2021
IMPACT ON PROFIT
Currency 5% Fluctuation -5% Fluctuation
Swedish crown 1,224 (1,224)
US dollar (1,263) 1,263
Hungarian forint 77 (77)
GB pound (2,214) 2,214
Mexican peso 892 (892)
Brazilian real (39) 39
Chinese yuan 1,542 (1,542)
Indian rupee 70 (70)
Turkish lira 1,531 (1,531)
Argentine peso (55) 55
Russian ruble 439 (439)
Korean won 166 (166)
Polish zloty 1,811 (1,811)
Czech crown 229 (229)
Japanese yen (101) 101
Thai baht 22 (22)
Romanian leu 69 (69)
Moroccan dirham 17 (17)
Taiwanese dollar 2 (2)
Bulgarian Lev 32 (32)
IMPACT IN ABSOLUTE TERMS 4,451 (4,451)
PROFIT ATTRIBUTABLE TO EQUITY
HOLDERS OF PARENT COMPANY 155,376 155,376
IMPACT IN RELATIVE TERMS 2.86% -2.86%

The sensitivity of equity to the changes in the exchange rates of currencies for 2022 and 2021 is as follows:

2022
IMPACT ON EQUITY
Currency
Swedish crown
5% Fluctuation
(1,769)
-5% Fluctuation
1,769
US dollar (9,786) 9,786
Hungarian forint (4,043) 4,043
GB pound 3,974 (3,974)
Mexican peso 6,799 (6,799)
Brazilian real 2,836 (2,836)
Chinese yuan 26,760 (26,760)
Indian rupee 3,001 (3,001)
Turkish lira 5,378 (5,378)
Argentine peso (2,831) 2,831
Russian ruble
Korean won
(6,303)
3,871
6,303
(3,871)
Polish zloty 5,970 (5,970)
Czech crown (1,325) 1,325
Japanese yen (1,312) 1,312
Thai baht 99 (99)
Romanian leu 208 (208)
Moroccan dirham 65 (65)
Taiwanese dollar (49) 49
Bulgarian Lev 540 (540)
IMPACT IN ABSOLUTE TERMS 32,083 (32,083)
EQUITY 2,757,907 2,757,907
IMPACT IN RELATIVE TERMS 1.16% -1.16%
2021
IMPACT ON EQUITY
Currency 5% Fluctuation -5% Fluctuation
Swedish crown (3,692) 3,692
US dollar (6,047) 6,047
Hungarian forint (4,265) 4,265
GB pound
Mexican peso
5,673
1,730
(5,673)
(1,730)
Brazilian real 91 (91)
Chinese yuan 23,801 (23,801)
Indian rupee 2,852 (2,852)
Turkish lira 1,214 (1,214)

2021 Mexican peso 1,730 (1,730) Brazilian real 91 (91) Chinese yuan 23,801 (23,801) Indian rupee 2,852 (2,852) Turkish lira 1,214 (1,214) Argentine peso (2,887) 2,887 Russian ruble (4,102) 4,102 Korean won 3,380 (3,380) Polish zloty 3,885 (3,885) Czech crown (1,302) 1,302 Japanese yen (796) 796 Thai baht 80 (80) Romanian leu (42) 42 Moroccan dirham (7) 7 Taiwanese dollar 22 (22) Bulgarian Lev 463 (463) IMPACT IN ABSOLUTE TERMS 20,051 (20,051) EQUITY 2,221,375 2,221,375 IMPACT IN RELATIVE TERMS 0.90% -0.90% IMPACT ON EQUITY

The foregoing amounts were calculated by increasing or decreasing by 5% the exchange rates applied to convert to euros both the income statements of the subsidiaries and their equity.

Also, in 2022, consolidated equity was increased further by 50.7 million euros, due to the change in translation differences, mainly as a result of investments outside the eurozone.

Interest rate risk

The Group's borrowings mainly bear interest at floating rates, exposing it to risk from fluctuations in market interest rates, so that index fluctuations affect cash flows and how they are reflected in the Financial expenses. The Group mitigates this risk by using interest rate derivative financial instruments, mainly swaps, by which it converts the floating rate on a loan into a fixed rate. It may swap the rate on a portion of the loan or on the entire loan, and for its entire duration or a part thereof (Note 23.b.1)).

The Group's borrowings accrue a floating rate indexed to the Euribor, Dollar Libor and other foreign exchange interbank indexes. Conversely, the bonds issued by the Group on May 2016 and April 2018 accrue a fixed interest rate.

The Group´s financial debt accrues both a floating and a fixed rate as a consequence of seeking a balance in the financial expenses, adapting them to the economic cycle, the interest rate (short and long term) and their foreseeable development and the financing alternatives (especially the terms, costs and depreciation). It is also influenced by the changes in debt, which leads to using the facilities and performing repayments dynamically, based on the agreement facilities.

If in 2022, the average benchmark interest rate on financial debt denominated in euros had varied by 50 bps, maintaining the remaining variables constant, financial profit would have been modified by 13,572 thousand euros.

If in 2021, the average benchmark interest rate on financial debt denominated in euros had varied by 50 bps, maintaining the remaining variables constant, financial profit would have been modified by 13,405 thousand euros.

Liquidity risk

Liquidity risk is evaluated as the risk that the Group will not be able to service its payment commitments as a result of adverse conditions in the debt and/or equity markets that prevent or hinder its capital raising efforts or cash liquidity needs exceeding those budgeted.

The Group manages liquidity risk looking for cash availability to cover its cash needs and debt maturity for a period of 12 months, thereby avoiding the need to raise funds on disadvantageous terms to cover short term needs. The available liquidity comprises cash and cash equivalents and undrawn credit lines, according to the consolidated balance sheet, without adjusting them proportionally by the shareholdings, or by resources in subsidiaries subject to administrative authorisation.

As at 31 December 2022, cash and cash equivalents amounted to 1,695.1 million euros, current financial investments amounted to 104.6 million euros, undrawn credit facilities amounted to 464.3 million euros and the undrawn Revolving Credit Facility amounted to 325 million euros, bringing the total amount of cash and cash equivalents to 2,589.0 million euros (Note 4.4) (2,326.8 million euros at 31 December 2021). Also, financial debt maturing under 12 months amounts to 1,263.9 million euros.

As at 31 December 2022, cash flows from operating activities were positive in the amount of 1,044.9 million euros, which, compared to cash flows from investing activities (excluding the sale and purchase of companies), which were negative in the amount of 706.6 million euros, represents an excess of positive cash flows in the amount of 338.3 million euros (195.7 million euros at 31 December 2021).

Liquidity risk management in the next 12 months is complemented with the management of the debt maturity profile, seeking an appropriate average maturity and refinancing in advance the short term maturities, especially in the first three years. At 31 December 2022, the average life of the Group's net financial debt was 2.53 years (estimated considering the use of cash and long-term credit lines to repay shorter term debt) (3.12 years at 31 December 2021).

Working capital can be defined as the permanent financial resources that finance the company's current activities, that is, the portion of current assets financed with long-term funds. At 31 December 2022, positive working capital amounts to 81 million euros. This is the difference between the longterm financial debt (2,681 million euros) plus equity (2,758 million euros), less net fixed assets, excluding deferred tax assets (5,358 million euros). This amount exceeded the working capital related to the EBITDA, amounting to -136 million euros at 31 December 2022 (-159 million euros at 31 December 2021).

Credit risk

Credit risk is concentrated primarily in the Group's accounts receivable, which have a high credit rating.

Each business unit manages its credit risk according to policies, procedures and controls determined by the Group regarding credit risk management of customers.

At each closing date, the Group companies analyse on the basis of real historical data the balances of each major client individually in order to determine the need for provisions or impairment.

The Group has no guarantee on debts and has concluded that the risk concentration is low given that its customers belong to distinct jurisdictions and operate in highly independent markets.

The credit risk with banks is managed by the treasury department of the Group according to Group policies.

Investments of excess funds are only made with authorised counterparties and always within the credit limits assigned to such counterparties.

The limits are established in order to minimize risk concentration, thereby mitigating financial losses in the event of a default by the counterparty.

The maximum exposure of the Group to credit risk at 31 December 2022 and 31 December 2021 are the carrying amounts, as shown in Note 15, except for financial guarantees and derivative financial instruments.

The net Credit Valuation Adjustment by counterparty (CVA + DVA) is the method used to value the credit risk of the counterparties and the Parent Company in calculating the fair value of derivative financial instruments. This adjustment reflects the possibility of bankruptcy or impairment of the credit quality of the counterparty and the Parent Company. The simplified formula corresponds to the expected exposure multiplied by the possibility of bankruptcy and by the expected loss in case of nonpayment. For calculating such variables the Parent Company uses market references.

Commodity price risk

Steel, followed by aluminium, is the main commodity used in the business.

In 2022, 60.2% of the steel and 82.7% of the aluminium had been purchased through "re-sale" programs with customers (66.0% of steel and 85.8% of aluminium in 2021), whereby the car manufacturer periodically negotiates with the steel maker the price of the steel and aluminium that the Group uses for the production of automotive components. The selling price of the end product to the customer is directly adjusted by any fluctuations in aluminium and steel prices.

In the case of products that use aluminium and steel purchased outside the "re-sale" method, a part of the customers adjust the prices of Group products, taking as a base the fluctuations in steel prices that the customers agree with the iron and steel industry, others adjust the prices based on public indexes and with others negotiations are held upon the initiative of the parties. Historically, the Group has negotiated its steel purchase agreements with the iron and steel manufacturers to ensure suitable conditions.

34.2 Hedge accounting

For the purpose of hedge accounting, the Group classifies its hedges as:

  • Fair value hedges when hedging the exposure to changes in the market value, due to a specific risk, of an asset or liability previously recognised in the Consolidated Balance Sheet, or of a firm commitment.
  • Cash flow hedges when hedging exposure to fluctuations in cash flows that are either attributable to a particular risk associated with an asset or liability previously recognised in the Consolidated Balance Sheet, or to a highly probable forecast transaction.
  • Hedges of a net investment in a foreign operation when hedging exposure to variability in exchange rates relative to a net investment in a foreign operation.

Such derivative financial instruments are initially recognised in the Consolidated Balance Sheet at acquisition cost and are subsequently valued in each period at fair value. Changes in fair value are normally accounted for in keeping with specific hedge accounting criteria.

The accounting for these instruments is carried out as follows:

  • Fair value hedges: changes in the fair value of both the hedging instrument and the hedged item, in both instances attributable to the risk hedged, are recognised in the Consolidated Income Statement.
  • Cash flow hedges: changes in the fair value of the hedging instrument attributable to the risk hedged, as long as the hedge is effective, are recognised in Retained earnings under Equity. The cumulative amount of Retained earnings are transferred to the Consolidated Income Statement when the hedged cash flows affect profit or loss.
  • Hedges of a net investment in a foreign operation: its operating account is similar to the hedging of cash flows and the account used to include the changes in the value of the hedge instrument in the Consolidated Balance Sheet is the Translation differences account. The

cumulative amount of the measurement in Translation differences is transferred to results, provided that the investment abroad that has generated such differences is disposed of.

34.3 Fair value of financial instruments

The fair value of financial instruments is determined as follows:

  • The fair value of financial instruments that are actively traded in organised financial markets is determined by reference to quoted market prices.
  • Where there is no active market, fair value is determined using cash flow analysis discounted at market discount rates and based on market assumptions at the time of the estimate. In relation to options, fair value is determined using implied volatility in market participants' quoted prices.

Non-current financial assets

There is no difference between the fair value and carrying amount of non-current loans granted since they all accrue interest at floating rates.

Equity investments in other companies are included in the Consolidated Balance Sheet at fair value when they can be valued reliably. Since it is usually not possible to measure the fair value of shareholdings in unlisted companies reliably, these investments are valued at acquisition cost or lower if there is evidence of impairment.

Changes in fair value, net of the related tax effect, are recognised with a charge or credit, as appropriate, to "Retained earnings" within Equity until these investments are sold, at which time the cumulative amount recognised in Equity is allocated in full to the Consolidated Income Statement. If fair value is lower than acquisition cost, the difference is recognised directly in equity, unless the asset is determined to be impaired, in which case it is recognised in the Consolidated Income Statement.

Trade receivables

For receivables due in less than one year, the Group considers the carrying amount a reasonable approximation of fair value.

Current financial assets

There is no difference between the fair value and carrying amount of short term loans granted since they all accrue interest at market rates.

For other current financial assets, as their maturity is near the financial year end, the Group considers their carrying amounts a reasonable approximation of fair value.

Interest-bearing loans and borrowings

For current and non-current bank borrowings there is no difference between fair value and carrying amount since all these borrowings carry interest at market rates.

Trade and other payables

The Group considers the carrying amount of the items recorded in this Consolidated Balance Sheet heading to be an adequate approximation of fair value.

Fair values of financial instruments

The fair values of current and non-current financial assets and liabilities do not differ significantly from their respective carrying amounts.

The Group uses the following sequence of three levels, based on the relevance of the variables used, to measure the fair value of its financial instruments:

  • Level 1: Unadjusted quoted price for identical assets or liabilities in active markets.
  • Level 2: Variables which are observably different from the prices quoted in Level 1, either directly (price), or indirectly (derived from the price).
  • Level 3: Variables which are not based on observable market data (non-observable variables).

The classification of financial assets recognised in the Consolidated Balance Sheet at fair value, in line with the methodology for calculating such fair value, was as follows:

The classification of financial liabilities recognised in the Consolidated Financial Statements at fair value, in line with the methodology for calculating such fair value, was as follows:

Level 2: Variables which are observably different from the prices quoted in Level 1, either
directly (price), or indirectly (derived from the price).
Level 3: Variables which are not based on observable market data (non-observable variables).
The classification of financial assets recognised in the Consolidated Balance Sheet at fair value, in line
with the methodology for calculating such fair value, was as follows:
Thousands of euros
Level 1 Level 2 Level 3
2022 2021 2022 2021 2022 2021
Financial assets measured at fair value
The classification of financial liabilities recognised in the Consolidated Financial Statements at fair
value, in line with the methodology for calculating such fair value, was as follows:
Thousands of euros
Level 1
2022
2021 Level 2
2022
2021 2022 Level 3
2021
toy den 11,447 22,799
Total Financial derivative instruments (Note 23.b.1)) 11,447 22,799
Defined benefit plans (Note 22.b))
Total
71,563
71,563
92,156
92,156
11,447 22,799 - -
Capital risk management
The objective of the Group's capital management is to protect its ability to continue as a going concern,

34.4 Capital risk management

The objective of the Group's capital management is to protect its ability to continue as a going concern, upholding the commitment to remain solvent and looking for a high shareholder value for shareholdings.

The Group monitors its capital structure based on its leverage ratio. It defines leverage as net financial debt (financial borrowings, finance lease payables, borrowing from related parties and other financial liabilities less short-term financial investments and cash and cash equivalents) divided by total equity (consolidated equity plus grants pending release to the income statement). At 31 December 2022, this ratio is 0.8 (1.00 at 31 December 2021).

The Net Financial Debt/EBITDA ratio (last 12 months) is mainly used to monitor solvency, which amounted to 1.8 at 31 December 2022 (2.3 at 31 December 2021).

Gestamp Automoción, S.A.'s rating is BB- stable outlook from Standard & Poor's and Ba3 stable outlook from Moody's, which makes it a speculative grade.

Nota 35. Information on payment deferrals to suppliers in trade operations

The Group's Spanish companies have adapted their internal process and payment period policy to Law 15/2010, hence, measures to fight against default in trade operations have been implemented. In this regard, the conditions for contracting to commercial suppliers relating to industrial activity for the manufacture of parts located in Spanish territory included payment periods equal to or less than 60 days in both 2022 and 2021, as stipulated in Transitional Provision Two of the aforementioned law.

In accordance with such Law, the following information corresponds to the Group companies that operate in Spain:

2022

Average payment period to suppliers 43 days
Total payments made
Total payments pending
3,393 million euros
618 million euros
2021
Average payment period to suppliers
51 days
Total payments made 2,860 million euros
Total payments pending 487 million euros

The monetary volume paid in the financial year 2022 in a period shorter than the maximum mandated in regulation of late payment, for companies based in Spain, is 673,169 thousand euros corresponding to 42,027 invoices.

For reasons of efficiency and in line with common business uses, the Group's Spanish companies basically have a supplier payment schedule, whereby payments are made on fixed days which, at the main companies, are twice a month.

Generally in 2022 and 2021, the payments made by Spanish companies to suppliers, under agreements entered into following the entry into force of Law 15/2010, did not exceed the statutory deferral limits. Payments to Spanish suppliers which, in 2022 and 2021, exceeded the legal term established have been, in quantitative terms, of scant importance and arise from circumstances or incidents removed from the payment policy established, including mainly the conclusion of the agreements with suppliers in the delivery of goods or the provision of the service or specific handling processes.

Also, at 31 December 2022 and 2021, no amounts were pending payment to suppliers located in Spain that exceed the legal payment term.

Nota 36. Subsequent events

There were no significant events after 31 December 2022

Nota 37. Information on compliance with article 229 of the Spanish Companies Law

In conformity with articles 229 and 231 of the Spanish Limited Liability Companies Law (LSC), in order to reinforce the transparency of Spanish corporate enterprises, the Parent Company's Board members informed that they had not been involved in any direct or indirect conflicts with the interests of the Parent Company or its subsidiaries.

Also, Mr Francisco José Riberas Mera and Mr Juan María Riberas Mera, members of the Parent Company's Board of Directors, informed that they are shareholders and directors of ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. and of the companies forming part of the Group of which it is the head.

ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. is the Parent Company of an industrial group which carries on the following activities through the following subgroups:

  • GESTAMP AUTOMOCIÓN GROUP: engaged in the manufacture and marketing of metallic parts and components for the automobile industry.
  • GONVARRI GROUP: engaged in the manufacture, processing and trading of metallic products, including renewable energy structures, such as wind power towers, infrastructures for photovoltaic parks and thermo-solar plant items.
  • ACEK ENERGÍAS RENOVABLES GROUP: engaged in the development, construction and operation of renewable energy generation plants, including solar power, wind power and biomass.
  • INMOBILIARIA ACEK GROUP: engaged in real estate activities.
  • AIR EXECUTIVE, S.L.: dedicated to aviation.
  • SIDEACERO SUBGROUP: dedicated to the import, export, purchase and sale and intermediation of iron and non-iron products, iron and steel materials, recyclable materials and recyclable waste.

Also, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. held investments in companies which might be considered to have an activity that is the same or similar, or one complementary, to the main activity of the Parent Company or of Group companies, which are as follows:

Direct and indirect shareholding (through the subsidiary Risteel Corporation, B.V. and the associate Inversiones, Estrategia y Conocimiento Global, CYP, S.L.) of 17.80% of CIE Automotive, S.A., of which Francisco José Riberas Mera and Juan María Riberas Mera are directors. CIE Automotive, S.A. is the head of an industrial group which carries on, among other

activities, the design, manufacture and marketing of components and sub-assemblies for the global automobile market.

Nota 38. Additional note for English translation

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.

Appendix I

Scope of consolidation

Appendix I
Scope of consolidation
December 31, 2022
Company Address Country Direct
shareholding
Indirect
shareholding
Activity
Consolidation
method
Auditors
Gestamp Automoción, S.A. Vizcaya Spain Parent company Portfolio company Full Ernst & Young
Gestamp Bizkaia, S.A. Vizcaya Spain 85.31% 14.69%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Vigo, S.A. Pontevedra Spain 99.99% 0.01%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Cerveira, Lda. Viana do Castelo Portugal 42.25% 57.75%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Toledo, S.A. Toledo Spain 99.99% 0.01%
Tooling and parts manufacturing
Full Ernst & Young
Autotech Engineering S.L. Vizcaya Spain 10.00% 90.00%
Research and development
Full Ernst & Young
SCI de Tournan SUR Tournan France 0.10% 99.90%
Property
Full N/A
Gestamp Solblank Barcelona, S.A. Barcelona Spain 5.01% 94.99%
Tailor-welded blanks
Full Ernst & Young
Gestamp Palencia, S.A. Palencia Spain 100.00% Tooling and parts manufacturing Full Ernst & Young
Gestamp Argentina, S.A. Buenos Aires Argentina 70.00%
Portfolio company
Full Ernst & Young
Gestamp Córdoba, S.A. Córdoba Argentina 70.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Linares, S.A. Jaén Spain 5.02% 94.98%
Tooling and parts manufacturing
Full Ernst & Young
Madrid Spain 100.00% Business promotion and support Full Ernst & Young
Gestamp Servicios, S.A. 0.33% 99.67%
No activity
Full N/A
Gestamp Tech, S.L. Palencia Spain
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 - Indústria de acessórios de Automóveis, S.A. Aveiro Portugal 100.00%
Tooling and parts manufacturing
Full Ernst & Young
Griwe Subgroup Westerburg Germany 100.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Aguascalientes, S.A.de C.V. Aguas Calientes Mexico 70.00%
Tooling and parts manufacturing
Full Ernst & Young
Mexicana Servicios Laborales, S.A.de C.V. Aguas Calientes Mexico 70.00%
Employment services
Full Ernst & Young
Gestamp Puebla, S.A. de C.V. Puebla Mexico 70.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Cartera de México, S.A. de C.V.
Gestamp Mexicana de Serv. Laborales, S.A. de C.V.
Puebla
Aguas Calientes
Mexico
Mexico
70.00%
Portfolio company
70.00%
Employment services
Full
Full
N/A
Ernst & Young
December 31, 2022
Direct Indirect Consolidation
Company Address Country shareholding shareholding Activity method Auditors
Todlem, S.L. Barcelona Spain 70.77% Portfolio company Full Ernst & Young
Gestamp Navarra, S.A. Navarra Spain 71.37% 28.63% Tooling and parts manufacturing Full Ernst & Young
Gestamp Baires, S.A. Buenos Aires Argentina 70.00% Dies, stamping and parts manufacturing Full Ernst & Young
Ingeniería Global Metalbages, S.A. Barcelona Spain 100.00% Administration services Full N/A
Gestamp Aragón, S.A. Zaragoza Spain 5.01% 94.99% Tooling and parts manufacturing Full Ernst & Young
Gestamp Abrera, S.A. Barcelona Spain 5.01% 94.99% Tooling and parts manufacturing Full Ernst & Young
Gestamp Levante, S.A. Valencia Spain 88.50% 11.50% Tooling and parts manufacturing Full Ernst & Young
Gestamp Solblank Navarra, S.L.U. Navarra Spain 100.00% Tooling and welding Full N/A
Automated Joining Solutions, S.L. Barcelona Spain 100.00% Tooling and parts manufacturing Full N/A
Gestamp Polska, SP. Z.O.O. Wielkopolska Poland 100.00% Tooling and parts manufacturing Full Ernst & Young
Gestamp Hungaria KFT Akai Hungary 100.00% Tooling and parts manufacturing Full Ernst & Young
Gestamp North America, INC 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 100.00% 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.
December 31, 2022
Direct Indirect Consolidation
Company Address Country shareholding shareholding
Activity
method Auditors
Gestamp Severstal Vsevolozhsk Llc Saint Petersburg Russia 70.77%
Tooling and parts manufacturing
Full Ernst & Young
Adral, matriceria y pta. a punto, S.L. Vizcaya Spain 100.00%
Mould manufacturing and tuning
Full Ernst & Young
Gestamp Severstal Kaluga, LLc Kaluga Russia 70.77%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Automotive India Private Ltd. Pune India 50.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Pune Automotive, Private Ltd. Pune India 100.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Chattanooga, Llc Chattanooga USA 70.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Holding Rusia, S.L. Madrid Spain 42.04% 52.34%
Portfolio company
Full Ernst & Young
Gestamp South Carolina, Llc
Gestamp Holding China, AB
South Carolina
Lulea
USA
Sweden
31.06% 70.00%
Tooling and parts manufacturing
68.94%
Portfolio company
Full
Full
Ernst & Young
Ernst & Young
Gestamp Global Tooling, S.L. Vizcaya Spain 99.99% 0.01%
Manufacturing of dies
Full Ernst & Young
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
December 31, 2022
Direct Indirect Consolidation
Company Address Country shareholding shareholding
Activity
method Auditors
Autotech Engineering Deutschland GmbH Bielefeld Germany 100.00%
Research and development
Full Ernst & Young
Autotech Engineering R&D Uk limited Durhan United Kingdom 100.00%
Research and development
Full Ernst & Young
Gestamp Holding México, S.L. Madrid Spain 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, S.A. Kenitra Morocco 50.00%
Tooling and parts manufacturing
Full N/A
Gestamp Auto Components (Beijing) Co., Ltd. Beijing China 51.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Mexicana Serv. Lab. II, S.A. de CV México DF Mexico 70.00%
Employment services
Full 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. Beijing China 51.00%
Tooling and parts manufacturing
Full N/A
Gestamp Proyectos Automoción 1, S.L. Madrid Spain 100.00% Tooling and parts manufacturing Full N/A
Madrid Spain 99.81% 0.19%
Tooling and parts manufacturing
Full N/A
Gestamp Proyectos Automoción 3, S.L. Vizcaya Spain 100.00% Research and development Full N/A
Álava Spain 99.99% 0.01%
Tooling and parts manufacturing
Full N/A
Smart Industry Consulting and Technologies, S.L.U China
Gestamp Automotive Vitoria, S.L.
Changchun Xuyang Gestamp Auto Components Co. Ltd.
Chaoyang 49.00%
Consulting and Post-sales services
Equity method N/A
December 31, 2022
Direct
shareholding
Indirect
shareholding
Consolidation
method
Company
Edscha Holding GmbH
Address
Remscheid
Country
Germany
Activity
100.00%
Portfolio company
Full Auditors
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.
Edscha Hradec S.R.O.
Kamenice
Hradec
Czech Republic
Czech Republic
100.00%
Tooling and parts manufacturing
100.00%
Manufacturing of dies
Full
Full
Ernst & Young
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.
Edscha Japan Co., Ltd.
Sorocaba
Tokio
Brazil
Japan
100.00%
Tooling and parts manufacturing
100.00%
Sales office
Full
Full
Ernst & Young
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.
Edscha Automotive Michigan, Inc
Anhui
Lapeer
China
USA
100.00%
Tooling and parts manufacturing
100.00%
Tooling and parts manufacturing
Full
Full
Ernst & Young
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.
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.
Mexico City
Mexico City
Mexico
Mexico
100.00%
No activity
100.00%
No activity
Full
Full
N/A
N/A
Edscha Automotive Components (Chongqing) Co. Ltd. Chongqing China 100.00%
Tooling and parts manufacturing
Full N/A
Edscha Pha Automotive Components (Kunshan) Co., Ltd. Kunshan China 50.00%
Parts manufacture
Full Deloitte
Edscha North America Technologies, Llc. Delaware USA 100.00%
Holding/Divisional company
Full Ernst & Young
Edscha Automotive Components (Shanghai) Co., Ltd Shanghai China 55.00%
Tooling and parts manufacturing
Full N/A
Edscha Mechatronics Solutions, GmbH Remscheid Germany 100.00%
Parts manufacture, research and development
Full N/A
GMF Holding GmbH Bielefeld Germany 100.00%
Portfolio company
Full Ernst & Young
Gestamp Metal Forming (Wuhan), Ltd
Gestamp Umformtechnik GmbH
Wuhan
Ludwigsfelde
China
Germany
100.00%
Tooling and parts manufacturing
100.00%
Tooling and parts manufacturing
Full
Full
Ernst & Young
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
Chongqing China 100.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Auto components (Chongqing) Co., Ltd.
Gstamp Wolfsburg, GmbH
Ludwigsfelde Germany 100.00%
Tooling and parts manufacturing
Full N/A
The companies in the following table comprise the Sideacero subgroup.
December 31, 2022
Direct Indirect Consolidation
Company Address Country shareholding shareholding
Activity
method Auditors
Sideacero, S.L. Vizcaya Spain 33.34% Treatment, commercialization and distribution of scrap Full N/A
Gescrap S.L. Vizcaya Spain 100.00%
Treatment, commercialization and distribution of scrap
Full Grant Thornton, S.L.P.
Gescrap Centro, S.L. Madrid Spain 100.00%
Sale of scrap
Full Grant Thornton, S.L.P.
Gescrap Navarra, S.L. Navarra Spain 100.00%
Sale of scrap
Full Grant Thornton, S.L.P.
Gescrap Trading, S.L. Vizcaya Spain 100.00%
Sale of scrap
Full Grant Thornton, S.L.P.
Gescrap Polska Sp. Z.o.o. Wrzesnia Poland 100.00%
Sale of scrap
Full Grant Thornton Polska, P.S.A.
Gescrap Servicios Portuarios, S.L. Vizcaya Spain 100.00%
Transport Services
Full Grant Thornton, S.L.P.
Gescrap Desarrollo, S.L. Vizcaya Spain 100.00%
Portfolio company
Full N/A
Indutrial Steel Recycling, L.L.C. Kaluga Russia 100.00%
Services rendered Recovery sector
Full Balance Audit, L.L.C.
Gescrap GmbH Ichtershausen Germany 100.00%
Sale of scrap
Full Grant Thornton AG Wirtschaftsprüfungsgesellschaft
Gescrap France, S.A.R.L. Melun France 100.00%
Sale of scrap
Full Crowe Becouze
Lusoscrap, Lda Valenca Portugal 100.00%
Sale of scrap
Full Grant Thornton & Associados, SROC, Lda.
Gescrap Czech, s.r.o. Louny Czech Republic 100.00%
Sale of scrap
Full Ing. Jan Harapes
Gescrap - Autometal Comercio de Sucatas, S/A Sao Paulo Brazil 70.00%
Sale of scrap
Full Grant Thornton Brasil
Gescrap Autometal Mexico, S.A. de C.V. Puebla Mexico 70.00%
Sale of scrap
Full Salles Sainz Grant Thornton S.C.
Ges Recycling Limited Durham United Kingdom 100.00%
Sale of scrap
Full Fruition Accountancy
Gescrap Hungary, KFT Budapest Hungary 100.00%
Sale of scrap
Full Focus Audit Kft.
Ges Recycling USA, LLC Delaware USA 100.00%
Portfolio company
Full N/A
Ges Trading Nar S.A. de C.V. Puebla Mexico 70.30%
Process outsourcing
Full Salles Sainz Grant Thornton S.C.
Gescrap Noroeste, S.L. Pontevedra Spain 100.00%
Sale of scrap
Full Grant Thornton, S.L.P.
Transportes Basegar, S.A. Vizcaya Spain 75.00%
Transport Services
Full Grant Thornton, S.L.P.
Gescrap Aragón, S.L. Zaragorza Spain 100.00%
Sale of scrap
Full Grant Thornton, S.L.P.
Gescrap Rus, LLC Kaluga Russia 99.90%
Sale of scrap
Full Balance Audit, L.L.C.
Ges Recycling South Carolina, LLC Carolina del Sur USA 100.00%
Sale of scrap
Full N/A
Ges Recycling Alabama, LLC Alabama USA 100.00%
Sale of scrap
Full N/A
Ges Recycling Tennessee, LLC Tennessee USA 100.00%
Sale of scrap
Full N/A
Ges Recycling West Virginia, LLC Carolina del Sur USA 100.00%
Sale of scrap
Full N/A
Gescrap Slovakia, s.r.o. Bratislava Slovakia 100.00%
Sale of scrap
Full N/A
Soluciones de Gestión de Residuos Mexicana, S.A. de C.V. Puebla Mexico 70.30%
Process outsourcing
Full Salles Sainz Grant Thornton S.C.
Ges Recycling Michigan, LLC Michigan USA 100.00%
Sale of scrap
Full N/A
Gescrap Romania, S.R.L. Judet Arges Romania 99.93%
Sale of scrap
Full N/A
Gescrap India Private Limited Maharastra India 70.00%
Sale of scrap
Full Sreedhar Manikant and Associates
Ges Recycling Polska Sp. Z.o.o Wrzesnia Poland 100.00%
Sale of scrap
Full N/A
Gescrap LT, UAB Vilna Lithuania 100.00%
Sale of scrap
Full N/A
Gescrap Morocco, S.R.L. Casablanca Morocco 100.00%
Sale of scrap
Full N/A
Samper-Refeinsa Galicia, S.L. Pontevedra Spain 100.00%
Purchase/Sale of scrap
Full Grant Thornton, S.L.P.
Recuperaciones Medioambientales Industriales, S.L. Vizcaya Spain 100.00%
Treatment, commercialization and distribution of scrap
Full Grant Thornton, S.L.P.
Recuperaciones Férricas Integrales, S.A. Vizcaya Spain 100.00%
Sale of scrap
Full N/A
Gescrap Catalunya, S.L. Barcelona Spain 100.00%
Sale of scrap
Full Grant Thornton, S.L.P.
Refeinsa Navarra, S.L. Navarra Spain 100.00%
Sale of scrap
Full N/A
Refeinsa Centro, S.L. Madrid Spain 100.00%
Sale of scrap
Full N/A
Reimasa Recycling, S.L. Vizcaya Spain 100.00%
Sale of scrap
Full Grant Thornton, S.L.P.
Flycorp, S.L. Vizcaya Spain 100.00%
No activity
Full N/A
Recuperaciones Férricas Asturianas, S.L. Asturias Spain 50.00%
Sale of scrap
Full Grant Thornton, S.L.P.
Vizcaya Spain 50.00%
Sale of scrap
Equity method N/A
Car Recycling, S.L.
Beta Steel, S.L. Toledo Spain 70.00%
Purchase/Sale of scrap
Equity method N/A
DJC Recyclage Le Haillen France 50.00%
Purchase/Sale of scrap
Equity method N/A
December 31, 2021
Company Address Country Direct
shareholding
Indirect
shareholding
Activity
Consolidation
method
Auditors
Gestamp Automoción, S.A. Vizcaya Spain Parent company Portfolio company Full Ernst & Young
Gestamp Bizkaia, S.A. Vizcaya Spain 85.31% 14.69%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Vigo, S.A. Pontevedra Spain 99.99% 0.01%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Cerveira, Lda. Viana do Castelo Portugal 42.25% 57.75%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Toledo, S.A. Toledo Spain 99.99% 0.01%
Tooling and parts manufacturing
Full Ernst & Young
Autotech Engineering S.L. Vizcaya Spain 10.00% 90.00%
Research and development
Full Ernst & Young
SCI de Tournan SUR Tournan France 0.10% 99.90%
Property
Full N/A
Gestamp Solblank Barcelona, S.A. Barcelona Spain 5.01% 94.99%
Tailor-welded blanks
Full Ernst & Young
Gestamp Palencia, S.A. Palencia Spain 100.00% Tooling and parts manufacturing Full Ernst & Young
Gestamp Argentina, S.A. Buenos Aires Argentina 70.00%
Portfolio company
Full Ernst & Young
Gestamp Córdoba, S.A. Córdoba Argentina 70.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Linares, S.A.
Gestamp Servicios, S.A.
Jaén
Madrid
Spain
Spain
5.02%
100.00%
94.98%
Tooling and parts manufacturing
Business promotion and support
Full
Full
Ernst & Young
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 - Indústria de acessórios de Automóveis, S.A. Aveiro Portugal 100.00%
Tooling and parts manufacturing
Full Ernst & Young
Griwe Subgroup Westerburg Germany 100.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Aguascalientes, S.A.de C.V. Aguas Calientes Mexico 70.00%
Tooling and parts manufacturing
Full Ernst & Young
Mexicana Servicios Laborales, S.A.de C.V. Aguas Calientes Mexico 70.00%
Employment services
Full Ernst & Young
Gestamp Puebla, S.A. de C.V. Puebla Mexico 70.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Cartera de México, S.A. de C.V. 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
Barcelona Spain 100.00%
Service provision
Full Ernst & Young
December 31, 2021
Company Address Country Direct
shareholding
Indirect
shareholding
Activity
Consolidation
method
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.
December 31, 2021
Direct Indirect Consolidation
Company Address Country shareholding shareholding
Activity
method 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 7.76% 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.
Gestamp Palau, S.A.
Chennai
Barcelona
India
Spain
100.00%
Tooling and parts manufacturing
100.00%
Tooling and parts manufacturing
Full
Full
Ernst & Young
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
December 31, 2021
Company Address Country Direct
shareholding
Indirect
shareholding
Activity
Consolidation
method
Auditors
Autotech Engineering Deutschland GmbH Bielefeld Germany 100.00%
Research and development
Full Ernst & Young
Autotech Engineering R&D Uk limited Durhan United Kingdom 100.00%
Research and development
Full Ernst & Young
Gestamp Holding México, S.L. Madrid Spain 69.99%
Portfolio company
Full Ernst & Young
Gestamp Holding Argentina, S.L. 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.
Gestamp Tooling Engineering Deutschland, GmbH
Vizcaya
Braunschweig.
Spain
Germany
99.99% 0.01%
Education
100.00%
Manufacturing of dies
Full
Full
Ernst & Young
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.
Gestamp Hot Stamping Japan Co. Ltd.
Shangai
Tokio
China
Japan
100.00%
Research and development
100.00%
Tooling and parts manufacturing
Full
Full
Ernst & Young
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, S.A. Kenitra Morocco 50.00%
Tooling and parts manufacturing
Full N/A
Gestamp Auto Components (Beijing) Co., Ltd. Beijing China 51.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Mexicana Serv. Lab. II, S.A. de CV
Reparaciones Industriales Zaldibar, S.L.
México DF
Vizcaya
Mexico
Spain
99.99% 70.00%
Employment services
0.01%
Industrial equipment services
Full
Full
N/A
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. Beijing China 51.00%
Tooling and parts manufacturing
Full N/A
December 31, 2021
Company Address Country Direct
shareholding
Indirect
shareholding
Activity
Consolidation
method
Auditors
Edscha Holding GmbH Remscheid Germany 100.00%
Portfolio company
Full Ernst & Young
Edscha Automotive Hengersberg GmbH
Edscha Automotive Hauzenberg GmbH
Hengersberg
Hauzenberg
Germany
Germany
100.00%
Tooling and parts manufacturing
100.00%
Tooling and parts manufacturing
Full
Full
Ernst & Young
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
Edscha Automotive Kamenice S.R.O.
Hauzenberg
Kamenice
Germany
Czech Republic
5.10% 94.90%
Property
100.00%
Tooling and parts manufacturing
Full
Full
N/A
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.
Edscha Burgos, S.A.
Villalonquéjar (Burgos)
Villalonquéjar (Burgos)
Spain
Spain
100.00%
Portfolio company
100.00%
Tooling and parts manufacturing
Full
Full
Ernst & Young
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.
Edscha Japan Co., Ltd.
Sorocaba
Tokio
Brazil
Japan
100.00%
Tooling and parts manufacturing
100.00%
Sales office
Full
Full
Ernst & Young
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 Edscha Machinery Co., Ltd.
Shanghai
Shanghai
China
China
100.00%
Research and development
55.00%
Tooling and parts manufacturing
Full
Full
Shangai Ruitong Cpa
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.
Edscha Automotive Components (Kunshan) Co., Ltd.
Togliatti
Kunshan
Russia
China
100.00%
Tooling and parts manufacturing
100.00%
Tooling and parts manufacturing
Full
Full
National Audit Corporation
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.
Edscha Aapico Automotive Co. Ltd
Seul
Pranakorn Sri Ayutthaya
South Korea
Thailand
50.00%
Parts manufacture, research and development
51.00%
Tooling and parts manufacturing
Full
Full
Ernst & Young
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.
Edscha North America Technologies, Llc.
Kunshan China
USA
50.00%
Parts manufacture
100.00%
Holding/Divisional company
Full
Full
Deloitte
Ernst & Young
Edscha Automotive Components (Shanghai) Co., Ltd Delaware
Shanghai
China 55.00%
Tooling and parts manufacturing
Full N/A
GMF Holding GmbH Bielefeld Germany 100.00%
Portfolio company
Full Ernst & Young
Gestamp Metal Forming (Wuhan), Ltd Wuhan China 100.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Umformtechnik GmbH
Automotive Chassis Products Plc.
Ludwigsfelde
Newton Aycliffe, Durham
Germany
United Kingdom
100.00%
Tooling and parts manufacturing
100.00%
Portfolio company
Full
Full
Ernst & Young
Ernst & Young
Sofedit, S.A.S Le Theil sur Huisne France 100.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Prisma, S.A.S Usine de Messempré France 100.00%
Tooling and parts manufacturing
Full Ernst & Young
Gestamp Tallent , Ltd Newton Aycliffe, Durham
Wroclaw
United Kingdom
Poland
100.00%
Tooling and parts manufacturing
100.00%
Tooling and parts manufacturing
Full
Full
Ernst & Young
Ernst & Young
Gestamp Wroclaw Sp.z,o.o. Chongqing China
The companies which compose the Griwe subgroup at 31 December 2022 and 31 December
2021 are as follows:
Company Address Country Shareholding Consolidation method
Gestamp Griwe Westerburg GmbH Westerburg Germany Parent company Full
Gestamp Griwe Haynrode GmbH Haynrode Germany 100.00% Full

Appendix II

Indirect investments at 31 December 2022

Appendix II
Indirect investments at 31 December 2022
December 31, 2022
Company Company holding indirect investment % Investment
Gestamp Vigo, S.A.
Gestamp Toledo, S.L.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
0.01%
0.01%
Gestamp Brasil Industria de Autopeças, S.A. Gestamp Servicios, S.A. 41.76%
Gestamp Ingeniería Europa Sur, S.L. Gestamp Servicios, S.A. 0.04%
Gestamp Esmar, S.A. Gestamp Servicios, S.A. 99.90%
Gestamp Bizkaia, S.A.
Gestamp Kartek Co., LTD
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
14.69%
100.00%
Gestamp Services India Private, Ltd. Gestamp Servicios, S.A. 1.01%
Beyçelik Gestamp Otomotive Sanayi, A.S. Gestamp Servicios, S.A. 50.00%
Gestamp Holding México, S.L. Gestamp Servicios, S.A. 69.85%
Gestamp Holding Rusia, S.L.
Gestamp Togliatti, LLC.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
7.66%
100.00%
Gestamp Proyectos Automoción 2, S.L. Gestamp Servicios, S.A. 0.19%
Gestamp Proyectos Automoción 3, S.L. Gestamp Servicios, S.A. 0.19%
Gestamp Sweden, AB Gestamp Servicios, S.A. 5.48%
Gestamp Cerveira, Lda.
Gestamp Noury, S.A.
Gestamp Vigo, S.A.
Gestamp Vigo, S.A.
60.63%
100.00%
Gestamp Louny S.R.O. Gestamp Cerveira, Lda. 52.72%
Gestamp Aveiro - Indstria de acessórios de Automóveis, S.A. Gestamp Cerveira, Lda. 45.66%
Gestamp Pune Automotive, Pvt. Ltd.
Autotech Engineering S.L.
Gestamp Cerveira, Lda.
Gestamp Bizkaia, S.A.
99.99%
90.00%
Gestamp Sweden, AB Gestamp Bizkaia, S.A. 1.00%
Gestamp North Europe Services, S.L. Gestamp Bizkaia, S.A. 0.03%
Autotech Engineering Deutschland GmbH Gestamp Bizkaia, S.A. 55.00%
Autotech Engineering R&D UK Limited
Gestamp Technology Institute, S.L.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
55.00%
0.03%
Gestamp Global Tooling, S.L. Gestamp Bizkaia, S.A. 0.01%
Autotech Engineering R&D USA, Inc. Gestamp Bizkaia, S.A. 55.00%
Loire S.A. Franco Española Gestamp Bizkaia, S.A. 1.00%
Autotech Engineering (Shangai), Co. Ltd. Gestamp Bizkaia, S.A. 55.00%
Gestamp Autotech Japan K.K.
Autotech Engineering Spain, S.L.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
55.00%
0.01%
Autotech Engineering France S.A.S. Gestamp Bizkaia, S.A. 55.00%
Reparaciones Industriales Zaldibar, S.L. Gestamp Bizkaia, S.A. 0.01%
Gestamp Tooling AIE Gestamp Bizkaia, S.A. 40.00%
Gestamp Levante, S.L. Gestamp Linares, S.A. 11.50%
Gestamp Hard Tech AB
Gestamp Holding China, AB
Gestamp Sweden, AB
Gestamp HardTech, AB
100.00%
68.94%
SCI Tournan SUR Gestamp Noury, S.A.S 99.90%
Gestamp Linares, S.L. Gestamp Toledo, S.A. 94.98%
Gestamp Holding Argentina, S.L. Gestamp Toledo, S.A. 43.53%
Gestamp Aveiro - Industria e acessorios de Automoveis, S.A.
Gestamp Tech, S.L.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
54.34%
99.67%
Gestamp Holding Argentina, S.L. Gestamp Palencia, S.A. 15.66%
Gestamp Holding México, S.L. Gestamp Palencia, S.A. 0.15%
Tuyauto Gestamp Morocco, S.A. Gestamp Palencia, S.A. 50.00%
Gestamp Romchamp, S.A.
Gestamp Autocomponents (Beijing) Co., Ltd.
Gestamp Palencia, S.A.
Gestamp Autocomponents (Tianjin) Co., Ltd.
100.00%
100.00%
Gestamp New Energy Vehicle Components (Beijing) Co., LTD. Gestamp Autocomponents (Tianjin) Co., Ltd. 100.00%
Gestamp Córdoba, S.A. Gestamp Argentina, S.A. 7.91%
Mursolar, 21, S.L. Gestamp Aragón, S.A. 16.92%
Gestamp North America, INC
Gestamp Navarra, S.A
Gestamp Aveiro - Industria de acessórios de Automóveis, S.A.
Gestamp Metalbages, S.A.
70.00%
28.63%
Ingeniería Global Metalbages, S.A. Gestamp Metalbages, S.A. 100.00%
Gestamp Aragon, S.A. Gestamp Metalbages, S.A. 94.99%
Gestamp Abrera, S.A.
Automated Joining Solutions, S.L.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
94.99%
100.00%
Gestamp Polska SP. Z.O.O. Gestamp Metalbages, S.A. 100.00%
Gestamp Ingeniería Europa Sur, S.L. Gestamp Metalbages, S.A. 99.96%
Gestamp Manufacturing Autochasis, S.L. Gestamp Metalbages, S.A. 94.99%
Griwe Subgroup
Edscha Holding Gmbh
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
100.00%
67.00%
ESSA PALAU,S.A. Gestamp Metalbages, S.A. 60.00%
GMF Holding Gmbh Gestamp Metalbages, S.A. 100.00%
Gestamp Services India private. Ltd. Gestamp Levante, S.A. 98.99%
7.81%
Gestamp Holding Rusia, S.L. Gestamp Levante, S.A.
Company Company holding indirect investment % Investment
Mursolar, 21, S.L. Gestamp Navarra, S.A. 46.04%
Gestamp Holding Rusia, S.L. Gestamp Solblank Navarra, S.L.U. 5.64%
Gestamp Severstal Vsevolozhsk Llc Todlem, S.L. 100.00%
Gestamp Severstal Kaluga, Llc Todlem, S.L. 100.00%
Mexicana Servicios Laborales, S.A. de CV Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Aguascalientes, S.A. de CV Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Puebla, S.A. de CV Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Mexicana Serv. Lab., S.A. de CV Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Toluca, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Puebla II, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp San Luis Potosí, S.A.P.I. de C.V. Gestamp Cartera de México, S.A. de C.V. 0.01%
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V. Gestamp Cartera de México, S.A. de C.V. 99.99%
Gestamp Sevicios Laborales de Toluca, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. 99.99%
Gestamp Córdoba, S.A. Gestamp Brasil Industria de Autopeças, S.A. 3.17%
Gestamp Sorocaba Indústria de Autopeças Ltda. Gestamp Brasil Industria de Autopeças, S.A. 100.00%
Gestamp Baires, S.A. Gestamp Brasil Industria de Autopeças, S.A. 6.77%
Gestamp Solblank Navarra, S.L.U. Gestamp Abrera, S.A. 100.00%
Gestamp Solblank Barcelona, S.A. Gestamp Abrera, S.A. 94.99%
Gestamp Etem Automotive Bulgaria, S.A. Gestamp North Europe Services, S.L. 51.00%
Etem Gestamp Aluminium Extrusions, S.A. Gestamp North Europe Services, S.L. 49.00%
Gestamp Automotive Vitoria, S.L. Gestamp North Europe Services, S.L. 0.01%
Gestamp Holding Rusia, S.L. Gestamp Polska, SP. Z.O.O. 24.56%
Edscha Holding Gmbh Gestamp Polska, SP. Z.O.O. 33.00%
Gestamp Automotive India Private Ltd. Gestamp Polska, SP. Z.O.O. 50.00%
Gestamp Automotive Chennai Private, Ltd. Gestamp Solblank Barcelona, S.A. 100.00%
Gestamp Holding Rusia, S.L. Gestamp Solblank Barcelona, S.A. 6.67%
Gestamp Chattanooga, LLC. Gestamp North America, INC 100.00%
Gestamp Mason, Llc. Gestamp North America, INC 100.00%
Gestamp Alabama, Llc Gestamp North America, INC 100.00%
Gestamp West Virginia, Llc. Gestamp North America, INC 100.00%
Gestamp South Carolina, LLC. Gestamp North America, INC 100.00%
Gestamp Washtenaw, LLC. Gestamp North America, INC 100.00%
Gestamp San Luís de Potosí, S.A.P.I. de C.V. Gestamp North America, INC 99.99%
Gestamp Chattanooga II, LLC. Gestamp North America, INC 100.00%
Todlem, S.L. Gestamp Holding Rusia, S.L. 74.98%
Gestamp Auto Components (Kunshan) Co., Ltd Gestamp Holding China, AB 100.00%
Industrias Tamer, S.A. Gestamp Esmar, S.A. 43.00%
Gestamp Pune Automotive, Pvt. Ltd. Gestamp Automotive Chennai Private Ltd. 0.01%
Mursolar, 21, S.L. Griwe Subgroup 19.54%
Gestamp Louny S.R.O. Griwe Subgroup 47.28%
Gestamp Palau, S.A. Gestamp Manufacturing Autochasis, S.L. 40.00%
Almussafes Mantenimiento Troqueles, S.L. Gestamp Palau, S.A. 100.00%
Gestamp Try Out Services, S.L. Gestamp Global Tooling, S.L. 100.00%
Gestamp Tooling Services, AIE Gestamp Global Tooling, S.L. 60.00%
Adral Matricería y puesta a punto, S.L. Gestamp Global Tooling, S.L. 100.00%
Gestamp Tool Hardening, S.L. Gestamp Global Tooling, S.L. 99.90%
Gestamp Tooling Engineering Deutschland GmbH Gestamp Global Tooling, S.L. 100.00%
Gestamp Argentina, S.A. Gestamp Holding Argentina, S.L. 97.00%
Gestamp Córdoba, S.A. Gestamp Holding Argentina, S.L. 38.25%
Gestamp Baires, S.A. Gestamp Holding Argentina, S.L. 93.23%
Gestamp Córdoba, S.A. Gestamp Baires, S.A. 50.67%
Autotech Engineering Deutschland GmbH Autotech Engineering S.L. 45.00%
Autotech Engineering (Shangai), Co. Ltd. Autotech Engineering S.L. 45.00%
Gestamp Autotech Japan K.K. Autotech Engineering S.L. 45.00%
Autotech Engineering Spain, S.L. Autotech Engineering S.L 99.99%
Autotech Engineering France S.A.S. Autotech Engineering S.L 45.00%
Autotech Engineering R&D UK Limited Autotech Engineering S.L 45.00%
Autotech Engineering R&D USA Limited Autotech Engineering S.L 45.00%
Gestamp Tooling Erandio, S.L. Gestamp Tool Hardening, S.L. 20.00%
Gestamp Cartera de Mexico, S.A. de CV Gestamp Holding México, S.L. 100.00%
Gestamp Brasil Industria de Autopeças, S.A. Gestamp Holding México, S.L. 40.33%
Gestamp Argentina, S.A. Gestamp Holding México, S.L. 3.00%
Gestamp Hot Stamping Japan Co. Ltd. Gestamp Kartek Corporation 61.61%
Gestamp Mexicana Serv. Lab. II, S.A. de CV Gestamp Cartera de México, S.A. de C.V. 99.99%
Gestamp Mexicana Serv. Lab. II, S.A. de CV Gestamp Puebla, S.A. de CV 0.01%
Gestamp Tooling Erandio, S.L. Loire Sociedad Anónima Franco Española 80.00%
Gestamp Autocomponents (Tianjin) Co., Ltd. Gestamp (China) Holding, Co. Ltd 51.00%
Gestamp Metal Forming (Wuhan) Co., Ltd. Gestamp (China) Holding, Co. Ltd 100.00%
Gestamp Auto Components (Chongqing), Co. Ltd. Gestamp (China) Holding, Co. Ltd 100.00%
Gestamp Autocomponents Sales (Tianjin) Co., Ltd. Gestamp (China) Holding, Co. Ltd 49.00%
Changchun Xuyang Gestamp Auto Components Co. Ltd. Gestamp (China) Holding, Co. Ltd 49.00%
Ingeniería y Construcción de Matrices, S.A.U. Gestión Global de Matricería, S.L. 100.00%
IxCxT, S.A.U. Gestión Global de Matricería, S.L. 100.00%
GGM Puebla, S.A. de C.V. Gestión Global de Matricería, S.L. 99.99%
Gestool Tooling Manufacturing (Kunshan), Co, Ltd. Gestión Global de Matricería, S.L. 100.00%
GGM Puebla de Servicios Laborales, S.A. de C.V. Gestión Global de Matricería, S.L. 99.99%
Gestamp Auto Components (Shenyang), Co. Ltd. Mursolar 21, S.L. 100.00%
Gestamp Autocomponents (Dongguan) Co., Ltd. Mursolar 21, S.L. 100.00%
Gestamp San Luis Potosí, S.A.P.I. de C.V. Gestamp Puebla, S.A. de CV 0.01%
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V. Gestamp Puebla, S.A. de CV 0.01%
Celik Form Gestamp Otomotive, A.S. Beyçelik Gestamp Otomotive Sanayi, A.S. 100.00%
Gestamp Beycelik Romanía, S.R.L. Beyçelik Gestamp Otomotive Sanayi, A.S. 100.00%
Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Beyçelik Gestamp Otomotive Sanayi, A.S. 100.00%
Beyçelik Gestamp Otomotive Sanayi, A.S. 100.00%
Company Company holding indirect investment % Investment
Edscha Automotive Hengersberg GmbH
Edscha Automotive Hauzenberg GmbH
Edscha Holding GmbH
Edscha Holding GmbH
100.00%
100.00%
Edscha Engineering GmbH Edscha Holding GmbH 100.00%
Edscha Automotive Technology (shangai), Co. Ltd. Edscha Holding GmbH 100.00%
Gestamp 2008, S.L.
Anhui Edscha Automotive parts, Co. Ltd.
Edscha Holding GmbH
Edscha Holding GmbH
100.00%
100.00%
Edscha Hradec, S.R.O. Edscha Holding GmbH 100.00%
Edscha Japan, Co. Ltd. Edscha Holding GmbH 100.00%
Edscha Burgos, S.A.
Edscha Velky Meder, S.R.O.
Edscha Holding GmbH
Edscha Holding GmbH
0.01%
100.00%
Edscha Automotiv Kamenice, S.R.O. Edscha Holding GmbH 100.00%
Edscha Engineering France SAS Edscha Holding GmbH 100.00%
Edscha Hengersberg Real Estate GmbH & Co. KG Edscha Holding GmbH 94.90%
Edscha Hauzenberg Real Estate GmbH & Co.KG
Shanghai Edscha Machinery, Co. Ltd.
Edscha Holding GmbH
Edscha Holding GmbH
94.90%
55.00%
Edscha Automotive Michigan, Inc. Edscha Holding GmbH 100.00%
Edscha Togliatti, Llc. Edscha Holding GmbH 100.00%
Edscha Automotive Components (Kunshan), Co. Ltd.
Edscha Kunststofftechnik GmbH
Edscha Holding GmbH
Edscha Holding GmbH
100.00%
100.00%
Edscha Pha, Ltd. Edscha Holding GmbH 50.00%
Edscha Automotive SLP, S.A.P.I. de C.V. Edscha Holding GmbH 99.99%
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Edscha Holding GmbH 99.99%
Edscha Automotive Components (Chongqing) Co. Ltd.
Jui li Edscha Body Systems Co. Ltd.
Edscha Holding GmbH
Edscha Holding GmbH
100.00%
60.00%
Edscha Automotive Italy Edscha Holding GmbH 100.00%
Edscha Automotive Aapico, Co. Ltd. Edscha Holding GmbH 50.99%
Edscha Mechatronics Solutions Gmbh Edscha Holding GmbH 100.00%
Edscha Pha Automotive Components (Kunshan) Co., Ltd.
Edscha North America Technologies, Llc.
Edscha Pha, Ltd.
Edscha Automotive Michigan, Inc.
100.00%
100.00%
Shanghai Edscha Machinery, Co. Ltd. Edscha Automotive Components (Shanghai), Co. Ltd. 100.00%
Jui li Edscha Holding, Co. Ltd. Jui li Edscha Body Systems Co. Ltd. 100.00%
Jui li Edscha Hainan Industry Enterprise, Co. Ltd.
Edscha do Brasil, Ltd.
Jui li Edscha Holding, Co. Ltd.
Edscha Engineering GmbH
100.00%
83.26%
Edscha Automotive SLP, S.A.P.I. de C.V. Edscha Engineering GmbH 0.01%
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Edscha Engineering GmbH 0.01%
Edscha Automotive Aapico, Co. Ltd. Edscha Engineering GmbH 0.01%
Edscha Santander, S.L.
Edscha Burgos, S.A.
Gestamp 2008, S.L.
Gestamp 2008, S.L.
94.99%
99.99%
Edscha Briey, S.A.S. Edscha Santander, S.L. 100.00%
Edscha do Brasil, Ltd. Edscha Santander, S.L. 16.74%
Gestamp Umformtechnik GmbH
Automotive Chassis Products, Plc.
GMF Holding GmbH
GMF Holding GmbH
100.00%
100.00%
Sofedit SAS GMF Holding GmbH 100.00%
Gestamp (China) Holding, Co. Ltd GMF Holding GmbH 100.00%
Gestamp Prisma SAS GMF Holding GmbH 100.00%
Gestamp Tallent, Ltd.
Gestamp Wroclaw, Sp. Z.o.o.
Automotive Chassis Products Plc.
Sofedit, S.A.S
100.00%
100.00%
Gestamp Hot Stamping Japan Co. Ltd. Gestamp Tallent , Ltd 38.39%
Company Company holding indirect investment % Investment
Gescrap, S.L. Sideacero, S.L. 100.00%
Recuperaciones Medioambientales Industriales, S.L. Sideacero, S.L. 80.00%
Gescrap Centro, S.L.
Gescrap Navarra, S.L.
Gescrap, S.L
Gescrap, S.L
100.00%
100.00%
Gescrap Trading, S.L. Gescrap, S.L 100.00%
Gescrap Polska, SP. Z.o.o. Gescrap, S.L 100.00%
Gescrap Servicios Portuarios, S.L. Gescrap, S.L 97.45%
Gescrap Desarrollo, S.L.
Industrial Steel Recycling, LLC
Gescrap, S.L
Gescrap, S.L
100.00%
0.25%
Lusoscrap Lda. Gescrap, S.L 40.00%
Gescrap Czech, s.r.o. Gescrap, S.L 30.00%
Gescrap Noroeste, S.L. Gescrap, S.L 100.00%
Gescrap Romania, S.R.L.
Samper Refeinsa Galicia, S.L.
Gescrap, S.L
Gescrap, S.L
99.93%
50.00%
Recuperaciones Medioambientales Industriales, S.L. Gescrap, S.L 20.00%
Ges Recycling Polska, Sp.z.o.o. Gescrap Desarrollo, S.L. 100.00%
Gescrap Servicios Portuarios, S.L. Gescrap Desarrollo, S.L. 2.55%
Industrial Steel Recycling, LLC Gescrap Desarrollo, S.L. 99.75%
Gescrap GmbH
Gescrap France, S.A.R.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
100.00%
100.00%
Lusoscrap Lda. Gescrap Desarrollo, S.L. 60.00%
Gescrap Czech, s.r.o. Gescrap Desarrollo, S.L. 70.00%
Gescrap Autometal Comercio de Sucatas, S.A. Gescrap Desarrollo, S.L. 70.00%
Gescrap Autometal Mexico, S.A. de C.V.
Ges Recycling Limited
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
70.00%
100.00%
Gescrap Hungary, KFT Gescrap Desarrollo, S.L. 100.00%
Ges Recycling USA, LLC Gescrap Desarrollo, S.L. 100.00%
Ges Trading Nar S.A. de C.V. Gescrap Desarrollo, S.L. 0.30%
Transportes Basegar, S.L.
Gescrap Aragón, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
75.00%
100.00%
Gescrap Slovakia, s.r.o. Gescrap Desarrollo, S.L. 100.00%
Soluciones de Gestión de Residuos Mexicana, S.A. de C.V. Gescrap Desarrollo, S.L. 0.30%
Gescrap India Private Limited Gescrap Desarrollo, S.L. 70.00%
Gescrap LT, UAB
Gescrap Morocco, S.R.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
100.00%
100.00%
Gescrap Rus, LLC Industrial Steel Recycling, LLC 99.90%
Gescrap Autometal Mexico NAR, S.A. de C.V. Gescrap Autometal Mexico, S.A. de C.V. 99.70%
Soluciones de Gestión de Residuos Mexicana, S.A. de C.V. Gescrap Autometal Mexico, S.A. de C.V. 99.70%
Ges Recycling South Carolina, LLC Ges Recycling USA, LLC 100.00%
Ges Recycling Alabama, LLC
Ges Recycling Tennessee LLC
Ges Recycling USA, LLC
Ges Recycling USA, LLC
100.00%
100.00%
Ges Recycling West Virginia, LLC Ges Recycling USA, LLC 100.00%
Ges Recycling Michigan LLC Ges Recycling USA, LLC 100.00%
Recuperaciones Férricas Integrales, S.L.
Flycorp, S.L.
Recuperaciones Medioambientales Industriales, S.L.
Recuperaciones Medioambientales Industriales, S.L.
100.00%
3.22%
Gescrap Catalunya, S.L. Recuperaciones Férricas Integrales, S.L. 100.00%
Samper Refeinsa Galicia, S.L. Recuperaciones Férricas Integrales, S.L. 50.00%
Refeinsa Navarra, S.L. Recuperaciones Férricas Integrales, S.L. 100.00%
Refeinsa Centro, S.L.
Reimasa Recycling, S.L.
Recuperaciones Férricas Integrales, S.L.
Recuperaciones Férricas Integrales, S.L.
100.00%
100.00%
Recuperaciones Férricas Integrales, S.L. 96.78%
Flycorp, S.L. Recuperaciones Férricas Integrales, S.L.

Indirect investments at 31 December 2021

Indirect investments at 31 December 2021
Company December 31, 2021
Company holding indirect investment
% Investment
Gestamp Vigo, S.A. Gestamp Servicios, S.A. 0.01%
Gestamp Toledo, S.L. Gestamp Servicios, S.A. 0.01%
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Ingeniería Europa Sur, S.L.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
41.76%
0.04%
Gestamp Esmar, S.A. Gestamp Servicios, S.A. 99.90%
Gestamp Bizkaia, S.A. Gestamp Servicios, S.A. 14.69%
Gestamp Kartek Co., LTD Gestamp Servicios, S.A. 100.00%
Gestamp Services India Private, Ltd.
Beyçelik Gestamp Otomotive Sanayi, A.S.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
1.01%
50.00%
Gestamp Holding México, S.L. Gestamp Servicios, S.A. 69.85%
Gestamp Holding Rusia, S.L. Gestamp Servicios, S.A. 7.66%
Gestamp Togliatti, LLC. Gestamp Servicios, S.A. 100.00%
Gestamp Sweden, AB
Gestamp Cerveira, Lda.
Gestamp Servicios, S.A.
Gestamp Vigo, S.A.
5.48%
60.63%
Gestamp Noury, S.A. Gestamp Vigo, S.A. 100.00%
Gestamp Louny S.R.O. Gestamp Cerveira, Lda. 52.72%
Gestamp Aveiro - Indstria de acessórios de Automóveis, S.A.
Gestamp Pune Automotive, Pvt. Ltd.
Gestamp Cerveira, Lda.
Gestamp Cerveira, Lda.
45.66%
99.99%
Autotech Engineering S.L. Gestamp Bizkaia, S.A. 90.00%
Gestamp Sweden, AB Gestamp Bizkaia, S.A. 1.00%
Gestamp North Europe Services, S.L.
Autotech Engineering Deutschland GmbH
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
0.03%
55.00%
Autotech Engineering R&D UK Limited Gestamp Bizkaia, S.A. 55.00%
Gestamp Technology Institute, S.L. Gestamp Bizkaia, S.A. 0.03%
Gestamp Global Tooling, S.L. Gestamp Bizkaia, S.A. 0.01%
Autotech Engineering R&D USA, Inc.
Loire S.A. Franco Española
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
55.00%
1.00%
Autotech Engineering (Shangai), Co. Ltd. Gestamp Bizkaia, S.A. 55.00%
Gestamp Autotech Japan K.K. Gestamp Bizkaia, S.A. 55.00%
Autotech Engineering Spain, S.L. Gestamp Bizkaia, S.A. 0.01%
Autotech Engineering France S.A.S. Gestamp Bizkaia, S.A. 55.00%
Reparaciones Industriales Zaldibar, S.L.
Gestamp Tooling AIE
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
0.01%
40.00%
Gestamp Levante, S.L. Gestamp Linares, S.A. 11.50%
Gestamp Hard Tech AB Gestamp Sweden, AB 100.00%
Gestamp Holding China, AB Gestamp HardTech, AB 68.94%
Gestamp Tool Hardening, S.L.
Gestamp Tooling AIE
Matricería Deusto, S.L.
Matricería Deusto, S.L.
0.10%
20.00%
SCI Tournan SUR Gestamp Noury, S.A.S 99.90%
Gestamp Linares, S.L. Gestamp Toledo, S.A. 94.98%
Gestamp Holding Argentina, S.L.
Gestamp Aveiro - Industria e acessorios de Automoveis, S.A.
Gestamp Toledo, S.A.
Gestamp Palencia, S.A.
43.53%
54.34%
Gestamp Tech, S.L. Gestamp Palencia, S.A. 99.67%
Gestamp Holding Argentina, S.L. Gestamp Palencia, S.A. 15.66%
Gestamp Holding México, S.L. Gestamp Palencia, S.A. 0.15%
Tuyauto Gestamp Morocco, S.A.
Gestamp Romchamp, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
50.00%
100.00%
Gestamp Autocomponents (Beijing) Co., Ltd. Gestamp Autocomponents (Tianjin) Co., Ltd. 100.00%
Gestamp New Energy Vehicle Components (Beijing) Co., LTD. Gestamp Autocomponents (Tianjin) Co., Ltd. 100.00%
Gestamp Córdoba, S.A. Gestamp Argentina, S.A. 7.91%
Mursolar, 21, S.L.
Gestamp North America, INC
Gestamp Aragón, S.A.
Gestamp Aveiro - Industria de acessórios de Automóveis, S.A.
16.92%
70.00%
Gestamp Navarra, S.A Gestamp Metalbages, S.A. 28.63%
Ingeniería Global Metalbages, S.A. Gestamp Metalbages, S.A. 100.00%
Gestamp Aragon, S.A.
Gestamp Abrera, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
94.99%
94.99%
Automated Joining Solutions, S.L. Gestamp Metalbages, S.A. 100.00%
Gestamp Polska SP. Z.O.O. Gestamp Metalbages, S.A. 100.00%
Gestamp Ingeniería Europa Sur, S.L.
Gestamp Manufacturing Autochasis, S.L.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
99.96%
94.99%
Griwe Subgroup Gestamp Metalbages, S.A. 100.00%
Edscha Holding Gmbh Gestamp Metalbages, S.A. 67.00%
ESSA PALAU,S.A.
GMF Holding Gmbh
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
60.00%
100.00%
Gestamp Levante, S.A. 98.99%
Gestamp Services India private. Ltd. Gestamp Levante, S.A.
Company Company holding indirect investment % Investment
Mursolar, 21, S.L. Gestamp Navarra, S.A. 46.04%
Gestamp Holding Rusia, S.L. Gestamp Solblank Navarra, S.L.U. 5.64%
Gestamp Severstal Vsevolozhsk Llc Todlem, S.L. 100.00%
Gestamp Severstal Kaluga, Llc Todlem, S.L. 100.00%
Mexicana Servicios Laborales, S.A. de CV Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Aguascalientes, S.A. de CV Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Puebla, S.A. de CV Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Mexicana Serv. Lab., S.A. de CV Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Toluca, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp Puebla II, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. 100.00%
Gestamp San Luis Potosí, S.A.P.I. de C.V. Gestamp Cartera de México, S.A. de C.V. 0.01%
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V. Gestamp Cartera de México, S.A. de C.V. 99.99%
Gestamp Sevicios Laborales de Toluca, S.A. de C.V. Gestamp Cartera de México, S.A. de C.V. 99.90%
Gestamp Córdoba, S.A. Gestamp Brasil Industria de Autopeças, S.A. 3.17%
Gestamp Sorocaba Indústria de Autopeças Ltda. Gestamp Brasil Industria de Autopeças, S.A. 100.00%
Gestamp Baires, S.A. Gestamp Brasil Industria de Autopeças, S.A. 6.77%
Gestamp Solblank Navarra, S.L.U. Gestamp Abrera, S.A. 100.00%
Gestamp Solblank Barcelona, S.A. Gestamp Abrera, S.A. 94.99%
Gestamp Etem Automotive Bulgaria, S.A. Gestamp North Europe Services, S.L. 51.00%
Etem Gestamp Aluminium Extrusions, S.A. Gestamp North Europe Services, S.L. 49.00%
Gestamp Holding Rusia, S.L. Gestamp Polska, SP. Z.O.O. 24.56%
Edscha Holding Gmbh Gestamp Polska, SP. Z.O.O. 33.00%
Gestamp Automotive India Private Ltd. Gestamp Polska, SP. Z.O.O. 50.00%
Gestamp Automotive Chennai Private, Ltd. Gestamp Solblank Barcelona, S.A. 100.00%
Gestamp Holding Rusia, S.L. Gestamp Solblank Barcelona, S.A. 6.67%
Gestamp Chattanooga, LLC. Gestamp North America, INC 100.00%
Gestamp Mason, Llc. Gestamp North America, INC 100.00%
Gestamp Alabama, Llc Gestamp North America, INC 100.00%
Gestamp West Virginia, Llc. Gestamp North America, INC 100.00%
Gestamp South Carolina, LLC. Gestamp North America, INC 100.00%
Gestamp Washtenaw, LLC. Gestamp North America, INC 100.00%
Gestamp San Luís de Potosí, S.A.P.I. de C.V. Gestamp North America, INC 99.99%
Gestamp Chattanooga II, LLC. Gestamp North America, INC 100.00%
Todlem, S.L. Gestamp Holding Rusia, S.L. 74.98%
Gestamp Auto Components (Kunshan) Co., Ltd Gestamp Holding China, AB 100.00%
Industrias Tamer, S.A. Gestamp Esmar, S.A. 43.00%
Gestamp Pune Automotive, Pvt. Ltd. Gestamp Automotive Chennai Private Ltd. 0.01%
Mursolar, 21, S.L. Griwe Subgroup 19.54%
Gestamp Louny S.R.O. Griwe Subgroup 47.28%
Gestamp Palau, S.A. Gestamp Manufacturing Autochasis, S.L. 40.00%
Almussafes Mantenimiento Troqueles, S.L. Gestamp Palau, S.A. 100.00%
Matricería Deusto, S.L. Gestamp Global Tooling, S.L. 100.00%
Gestamp Try Out Services, S.L. Gestamp Global Tooling, S.L. 100.00%
Gestamp Tooling Services, AIE Gestamp Global Tooling, S.L. 40.00%
Adral Matricería y puesta a punto, S.L. Gestamp Global Tooling, S.L. 100.00%
Gestamp Tool Hardening, S.L. Gestamp Global Tooling, S.L. 99.90%
Gestamp Tooling Engineering Deutschland GmbH Gestamp Global Tooling, S.L. 100.00%
Gestamp Argentina, S.A. Gestamp Holding Argentina, S.L. 97.00%
Gestamp Córdoba, S.A. Gestamp Holding Argentina, S.L. 38.25%
Gestamp Baires, S.A. Gestamp Holding Argentina, S.L. 93.23%
Gestamp Córdoba, S.A. Gestamp Baires, S.A. 50.67%
Autotech Engineering Deutschland GmbH Autotech Engineering S.L. 45.00%
Autotech Engineering (Shangai), Co. Ltd. Autotech Engineering S.L. 45.00%
Gestamp Autotech Japan K.K. Autotech Engineering S.L. 45.00%
Autotech Engineering Spain, S.L. Autotech Engineering S.L 99.99%
Autotech Engineering France S.A.S. Autotech Engineering S.L 45.00%
Autotech Engineering R&D UK Limited Autotech Engineering S.L 45.00%
Autotech Engineering R&D USA Limited Autotech Engineering S.L 45.00%
Gestamp Tooling Erandio, S.L. Gestamp Tool Hardening, S.L. 20.00%
Gestamp Cartera de Mexico, S.A. de CV Gestamp Holding México, S.L. 100.00%
Gestamp Brasil Industria de Autopeças, S.A. Gestamp Holding México, S.L. 40.33%
Gestamp Argentina, S.A. Gestamp Holding México, S.L. 3.00%
Gestamp Hot Stamping Japan Co. Ltd. Gestamp Kartek Corporation 61.61%
Gestamp Mexicana Serv. Lab. II, S.A. de CV Gestamp Cartera de México, S.A. de C.V. 99.99%
Gestamp Mexicana Serv. Lab. II, S.A. de CV Gestamp Puebla, S.A. de CV 0.01%
Gestamp Tooling Erandio, S.L. Loire Sociedad Anónima Franco Española 80.00%
Gestamp Autocomponents (Tianjin) Co., Ltd. Gestamp (China) Holding, Co. Ltd 51.00%
Gestamp Metal Forming (Wuhan) Co., Ltd. Gestamp (China) Holding, Co. Ltd 100.00%
Gestamp Auto Components (Chongqing), Co. Ltd. Gestamp (China) Holding, Co. Ltd 100.00%
Gestamp Autocomponents Sales (Tianjin) Co., Ltd. Gestamp (China) Holding, Co. Ltd 49.00%
Ingeniería y Construcción de Matrices, S.A.U. Gestión Global de Matricería, S.L. 100.00%
IxCxT, S.A.U. Gestión Global de Matricería, S.L. 100.00%
GGM Puebla, S.A. de C.V. Gestión Global de Matricería, S.L. 99.99%
Gestool Tooling Manufacturing (Kunshan), Co, Ltd. Gestión Global de Matricería, S.L. 100.00%
GGM Puebla de Servicios Laborales, S.A. de C.V. Gestión Global de Matricería, S.L. 99.99%
Gestamp Auto Components (Shenyang), Co. Ltd. Mursolar 21, S.L. 100.00%
Gestamp Autocomponents (Dongguan) Co., Ltd. Mursolar 21, S.L. 100.00%
Gestamp San Luis Potosí, S.A.P.I. de C.V. Gestamp Puebla, S.A. de CV 0.01%
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V. Gestamp Puebla, S.A. de CV 0.01%
Celik Form Gestamp Otomotive, A.S. Beyçelik Gestamp Otomotive Sanayi, A.S. 100.00%
Gestamp Beycelik Romanía, S.R.L. Beyçelik Gestamp Otomotive Sanayi, A.S. 100.00%
Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Beyçelik Gestamp Otomotive Sanayi, A.S.
Beyçelik Gestamp Otomotive Sanayi, A.S.
100.00%
100.00%
Company Company holding indirect investment % Investment
Edscha Automotive Hengersberg GmbH
Edscha Automotive Hauzenberg GmbH
Edscha Holding GmbH
Edscha Holding GmbH
100.00%
100.00%
Edscha Engineering GmbH Edscha Holding GmbH 100.00%
Edscha Automotive Technology (shangai), Co. Ltd. Edscha Holding GmbH 100.00%
Gestamp 2008, S.L. Edscha Holding GmbH 100.00%
Anhui Edscha Automotive parts, Co. Ltd. Edscha Holding GmbH 100.00%
Edscha Hradec, S.R.O.
Edscha Japan, Co. Ltd.
Edscha Holding GmbH
Edscha Holding GmbH
100.00%
100.00%
Edscha Burgos, S.A. Edscha Holding GmbH 0.01%
Edscha Velky Meder, S.R.O. Edscha Holding GmbH 100.00%
Edscha Automotiv Kamenice, S.R.O. Edscha Holding GmbH 100.00%
Edscha Engineering France SAS Edscha Holding GmbH 100.00%
Edscha Hengersberg Real Estate GmbH & Co. KG Edscha Holding GmbH 94.90%
Edscha Hauzenberg Real Estate GmbH & Co.KG
Shanghai Edscha Machinery, Co. Ltd.
Edscha Holding GmbH
Edscha Holding GmbH
94.90%
55.00%
Edscha Automotive Michigan, Inc. Edscha Holding GmbH 100.00%
Edscha Togliatti, Llc. Edscha Holding GmbH 100.00%
Edscha Automotive Components (Kunshan), Co. Ltd. Edscha Holding GmbH 100.00%
Edscha Kunststofftechnik GmbH Edscha Holding GmbH 100.00%
Edscha Pha, Ltd. Edscha Holding GmbH 50.00%
Edscha Automotive SLP, S.A.P.I. de C.V. Edscha Holding GmbH 99.99%
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.
Edscha Automotive Components (Chongqing) Co. Ltd.
Edscha Holding GmbH
Edscha Holding GmbH
99.99%
100.00%
Jui li Edscha Body Systems Co. Ltd. Edscha Holding GmbH 60.00%
Edscha Automotive Italy Edscha Holding GmbH 100.00%
Edscha Automotive Aapico, Co. Ltd. Edscha Holding GmbH 50.99%
Edscha Pha Automotive Components (Kunshan) Co., Ltd. Edscha Pha, Ltd. 100.00%
Edscha North America Technologies, Llc.
Shanghai Edscha Machinery, Co. Ltd.
Edscha Automotive Michigan, Inc.
Edscha Automotive Components (Shanghai), Co. Ltd.
100.00%
100.00%
Jui li Edscha Holding, Co. Ltd. Jui li Edscha Body Systems Co. Ltd. 100.00%
Jui li Edscha Hainan Industry Enterprise, Co. Ltd. Jui li Edscha Holding, Co. Ltd. 100.00%
Edscha do Brasil, Ltd. Edscha Engineering GmbH 83.26%
Edscha Automotive SLP, S.A.P.I. de C.V. Edscha Engineering GmbH 0.01%
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.
Edscha Automotive Aapico, Co. Ltd.
Edscha Engineering GmbH
Edscha Engineering GmbH
0.01%
0.01%
Edscha Santander, S.L. Gestamp 2008, S.L. 94.99%
Edscha Burgos, S.A. Gestamp 2008, S.L. 99.99%
Edscha Briey, S.A.S. Edscha Santander, S.L. 100.00%
Edscha do Brasil, Ltd. Edscha Santander, S.L. 16.74%
Gestamp Umformtechnik GmbH GMF Holding GmbH 100.00%
Automotive Chassis Products, Plc.
Sofedit SAS
GMF Holding GmbH
GMF Holding GmbH
100.00%
100.00%
Gestamp (China) Holding, Co. Ltd GMF Holding GmbH 100.00%
Gestamp Prisma SAS GMF Holding GmbH 100.00%
Gestamp Tallent, Ltd. Automotive Chassis Products Plc. 100.00%
Gestamp Wroclaw, Sp. Z.o.o. Sofedit, S.A.S 100.00%
Gestamp Tallent , Ltd 38.39%
Gestamp Hot Stamping Japan Co. Ltd.
Gestamp Sweden, AB
Gestamp Tallent , Ltd 0.37%

Appendix III

Guarantors for 2013 Syndicated Loan (modified in subsequent years)

Gestamp Navarra, S.A. Gestamp Polska, Sp. Z.o.o. Edscha Automotive Kamenice, S.R.O. Gestamp Cerveira, Ltda. Edscha Engineering, GmbH Gestamp Ronchamp, S.A.S. Edscha Briey, S.A.S. Gestamp Servicios, S.A. Edscha Engineering France, S.A.S. Gestamp Washington UK, Limited Edscha Automotive Hauzenberg, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Hauzenberg Real Estate, GmbH Gestamp Vigo, S.A. Edscha Hengersberg Real Estate, GmbH Gestamp Umformtechnik, GmbH Edscha Automotive Hengersberg, GmbH Griwe Subgroup Edscha Holding, GmbH Ingeniería Global MB, S.A. Edscha Hradec, S.r.o. Loire S.A. Franco Española Edscha Velky Meder, S.r.o. Gestamp Abrera, S.A. Gestamp Bizkaia, S.A. Gestamp Aragón, S.A. Gestamp Toledo, S.A. Gestamp Metalbages, S.A. Gestamp Automoción, S.A. Gestamp Prisma, S.A.S. Gestamp Aveiro, S.A. SCI de Tournan en Brie Gestamp HardTech, AB Gestamp Solblank Barcelona, S.A. Gestamp Hungaria, KFT Gestamp Tallent Limited Gestamp Linares, S.A. Edscha Burgos, S.A Gestamp Louny, S.r.o. Gestamp Levante, S.A. Gestamp Noury, S.A.S. Edscha Santander, S.L. Gestamp Palencia, S.A. GMF Holding, GmbH Gestamp Esmar, S.A. Gestamp Global Tooling, S.L. Sofedit S.A.S. Gestamp Wroclaw Sp. Z.o.o. Gestamp Sweden AB Gestamp Funding Luxembourg, S.A. Gestamp Navarra, S.A. Gestamp Noury, S.A.S. Edscha Automotive Kamenice, S.R.O. Gestamp Palencia, S.A. Edscha Engineering, GmbH Gestamp Polska, Sp. Z.o.o.

Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.

Guarantors for June 2016 European Investment Bank Loan

Edscha Briey, S.A.S. Gestamp Cerveira, Ltda. Edscha Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Ingeniería Global MB, S.A. Edscha Velky Meder, S.r.o. Loire S.A. Franco Española Gestamp Bizkaia, S.A. Gestamp Abrera, S.A. Sofedit, S.A.S. Gestamp Aragón, S.A. Gestamp Automoción, S.A. Gestamp Metalbages, S.A. Gestamp Aveiro, S.A. Gestamp Prisma, S.A.S. Gestamp HardTech, AB SCI de Tournan en Brie Gestamp Hungaria, KFT Gestamp Solblank Barcelona, S.A. Gestamp Linares, S.A. Gestamp Tallent Limited Gestamp Louny, S.r.o. Gestamp Sweden, AB Gestamp Esmar, S.A. Gestamp Funding Luxembourg, S.A. Gestamp Wroclaw, Sp. Z.o.o. GMF Holding, GmbH Griwe Subgroup Edscha Santander, S.A. Edscha Burgos, S.A. Gestamp Global Tooling, S.L. Gestamp Toledo, S.A. Gestamp Levante , S.A.

Guarantors for May 2020 European Investment Bank Loan

Edscha Automotive Hengersberg, GmbH Gestamp Palencia, S.A. Edscha Holding, GmbH Gestamp Esmar, S.A. Griwe Subgroup Gestamp Abrera, S.A. Edscha Automotive Hauzenberg, GmbH Gestamp Solblank Barcelona, S.A. Gestamp Umformtechnik, GmbH Loire S.A. Franco Española Edscha Hauzenberg Real Estate, GmbH Gestamp Aragón, S.A. Edscha Hengersberg Real Estate, GmbH Gestamp Linares, S.A. Edscha Engineering, GmbH Gestamp Vigo, S.A. Gestamp Servicios, S.A. Gestamp Automoción, S.A. Gestamp Navarra, S.A. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Gestamp Ronchamp, S.A.S. Gestamp Metalbages, S.A. Gestamp Noury, S.A.S. Edscha Briey, S.A.S. Gestamp Hungaria, KFT Sofedit, S.A.S. Gestamp Polska, Sp. Z.o.o. SCI de Tournan en Brie Gestamp Wroclaw, Sp. Z.o.o. Edscha Engineering France, S.A.S. Gestamp Cerveira, Ltda. Gestamp Prisma, S.A.S. Gestamp Vendas Novas Unipessoal, Lda. Gestamp Aveiro, S.A. Edscha Automotive Kamenice, S.R.O. Edscha Hradec, S.r.o. Gestamp Tallent Limited Gestamp Louny, S.r.o. Edscha Velky Meder, S.r.o. Gestamp Washington UK, Limited Gestamp Sweden, AB Gestamp HardTech, AB Gestamp Funding Luxembourg, S.A. Edscha Santander, S.A. Gestamp Levante, S.A. Edscha Burgos, S.A. Gestamp Global Tooling, S.L. GMF Holding, GmbH Gestamp Toledo, S.A. 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.

Guarantors for KfW IPEX Bank GmbH Loan

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. Griwe Subgroup

Guarantors for April 2018 bond issue

Gestamp Linares, S.A. Gestamp Solblank Barcelona, S.A. Gestamp Louny, S.r.o. Gestamp Tallent Limited Gestamp Esmar, S.A. Gestamp Sweden, AB Gestamp Wroclaw, Sp. Z.o.o. Edscha Burgos, S.A. Sofedit, S.A.S. Gestamp Levante, S.A. GMF Holding, GmbH Gestamp Funding Luxembourg, S.A. Gestamp Global Tooling, S.L. Gestamp Metalbages, S.A. Gestamp Navarra, S.A. Gestamp Palencia, S.A. Gestamp Polska, Sp. Z.o.o. Gestamp Servicios, S.A. Gestamp Umformtechnik, GmbH Gestamp Toledo, S.A. Sofedit, S.A.S. Gestamp Bizkaia, S.A. Gestamp Tallent, Ltd.

Gestamp Navarra, S.A. Gestamp Noury, S.A.S. Edscha Automotive Kamenice, S.R.O. Gestamp Palencia, S.A. Edscha Engineering, GmbH Gestamp Polska, Sp. Z.o.o. Edscha Briey, S.A.S. Gestamp Cerveira, Ltda. Edscha Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Griwe Subgroup Edscha Velky Meder, S.r.o. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Loire S.A. Franco Española Edscha Santander, S.A. Gestamp Abrera, S.A. Gestamp Toledo, S.A. Gestamp Aragón, S.A. Gestamp Aveiro, S.A. Gestamp Metalbages, S.A. Gestamp HardTech, AB Gestamp Prisma, S.A.S. Gestamp Hungaria, KFT SCI de Tournan en Brie

Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A. Gestamp Servicios, S.A. Gestamp Cerveira, LDA. Gestamp Bizkaia, S.A. Gestamp Umformtechnik, GmbH Gestamp Navarra, S.A. Gestamp Tallent, Ltd. Gestamp Palencia, S.A. Gestamp Polska, Sp. Z.o.o. Gestamp Metalbages, S.A Sofedit, S.A.S.

Guarantors for October 2019 Schuldschein issue of bonds

Gestamp Vigo, S.A.

Guarantors for Caixabank, S.A. Loan March 2020

Gestamp Aveiro, LDA.

Guarantor Companies for the Loan from the Official Credit Institute, Corporate State-owned Entity, July 2020

Edscha Automotive Hengersberg, GmbH Sofedit, S.A.S. Edscha Holding, GmbH SCI de Tournan en Brie Griwe Subgroup Edscha Engineering France, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Prisma, S.A.S. Gestamp Umformtechnik, GmbH Gestamp Hungaria, KFT Edscha Hauzenberg Real Estate, GmbH Gestamp Polska, Sp. Z.o.o. Edscha Hengersberg Real Estate, GmbH Gestamp Wroclaw, Sp. Z.o.o. Edscha Engineering, GmbH Gestamp Aveiro, S.A. Gestamp Servicios, S.A. Gestamp Cerveira, Ltda. Gestamp Navarra, S.A. Gestamp Vendas Novas Unipessoal, Lda. Gestamp Bizkaia, S.A. Edscha Automotive Kamenice, S.R.O. Gestamp Metalbages, S.A. Edscha Hradec, S.r.o. Gestamp Esmar, S.A. Gestamp Louny, S.r.o. Gestamp Palencia, S.A. Gestamp Tallent Limited Gestamp Abrera, S.A. Gestamp Washington UK, Limited Gestamp Solblank Barcelona, S.A. Edscha Velky Meder, S.r.o. Loire S.A. Franco Española Gestamp HardTech, AB Gestamp Aragón, S.A. Gestamp Sweden, AB Gestamp Linares, S.A. Gestamp Funding Luxembourg, S.A. Gestamp Vigo, S.A. GMF Holding, GmbH Gestamp Automoción, S.A. Edscha Santander, S.A. Ingeniería Global MB, S.A. Edscha Burgos, S.A. Gestamp Ronchamp, S.A.S. Gestamp Global Tooling, S.L. Gestamp Noury, S.A.S. Gestamp Toledo, S.A. Edscha Briey, S.A.S. Gestamp Levante, S.A.

INDEX ANNUAL REPORT 2022

1. LETTER FROM THE CHAIRMAN

2. GESTAMP GROUP

2.1. About Gestamp

  • 2.1.1.25 years on track
  • 2.1.2.Gestamp in the World
  • 2.1.3.Technologies and Products
  • 2.1.4. 2022 Milestones

2.2. Economic Strategy

  • 2.2.1.Evolution of business and results
    • Macroeconomic context and sector evolution
    • Summary of financial information
  • 2.2.2.Debt and Liquidity
  • 2.2.3.Future development of the Group
  • 2.2.4.Fiscal Strategy
  • 2.2.5.In the securities market
    • Stock market Performance
    • Transactions involving own shares
    • Bonds and credit rating
  • 2.2.6.Dividend Policy
  • 2.2.7.Other relevant information
    • Average supplier payment period
  • 2.2.8.Events after reporting date

2.3. Operational Excellence

  • 2.3.1.Transformation Plan
  • 2.3.2.Quality
  • 2.3.3.Industry 4.0 model
  • 2.3.4.Innovation

3. ESG PERSPECTIVE

  • 3.1. ESG at Gestamp
  • 3.2. Stakeholder value creation
  • 3.3. Responsible supply chain management
  • 3.4. Ratings under ESG criteria
  • 3.5. Eligibility and alignment with EU Taxonomy

4. ENVIRONMENTAL

4.1. Environmental Management

  • 4.1.1.Policy and environmental management
  • 4.1.2. Certifications and human, technical and economic resources
  • 4.1.3.Protected areas and biodiversity

4.2. Circular Economy

  • 4.2.1.Positioning on Circular Economy
  • 4.2.2.Sustainable Use of Resources
  • 4.2.3.Waste management
  • 4.2.4.Final destination of waste and Zero Waste Certification

4.3. Climate Change

  • 4.3.1.Governance
  • 4.3.2.Strategy
  • 4.3.3.Risk management
  • 4.3.4.Metrics and targets

4.4. UE Taxonomy

  • 4.4.1.Context
  • 4.4.2 Regulatory Developments
  • 4.4.3 Scope of the Report
  • 4.4.4 Assessment of the compliance of Gestamp
  • 4.4.5Methodology and conclusions

5. SOCIAL

5.1. Talent

  • 5.1.1.People as architects of success
    • Personnel evolution profile
  • 5.1.2.Diversity and equal opportunities
    • Cultural and geographical diversity
    • Generational diversity
    • Gender diversity
    • Functional diversity
  • 5.1.3. Training and talent development
    • Training
    • Talent development
  • 5.1.4.Human resources management
    • Remuneration
    • Salary Gap
    • Absenteeism
    • Management of labour relations
    • International mobility
    • Employee wellbeing

5.2. Health and Safety

  • 5.2.1.Gestamp Health and Safety System
  • 5.2.2.2022 Review
  • 5.2.3.Future challenges

5.3. Local Communities

  • 5.3.1.Social contribution
  • 5.3.2.Strategic areas of Social Action
  • 5.3.3.Collaboration with non-profit organisations
  • 5.3.4.Participation in associations and organisations

6. GOVERNANCE

6.1. Governing Bodies

  • 6.1.1.Shareholding Structure
  • 6.1.2.Corporate Governance Systems
  • 6.1.3.Governing Bodies
    • Annual General Meeting
    • Board of Directors
    • Committees of the Board of Directors
    • Remuneration of the Board
    • Management Committee

6.1.4.Annual Corporate Governance Report

6.2. Risk Management

6.2.1.Integrated risk management system 6.2.2.Main risks 6.2.3.ESG risks

6.3. Ethics and Regulatory Compliance

  • 6.3.1 Code of conduct
  • 6.3.2 Group Policies
  • 6.3.3 Human Rights
  • 6.3.4 Criminal Risk Prevention
  • 6.3.5 Compliance in terms of Competition
  • 6.3.6 Conflicts of Interest
  • 6.3.7 Internal code of conduct concerning securities markets
  • 6.3.8 Intellectual and industrial property
  • 6.3.9 Personal Data Protection
  • 6.3.10 Cybersecurity

ANNEXES

    1. Tables and additional information
    1. About this report
    1. Double materiality
    1. Index of contents and GRI Indicators
    1. SASB indicators
    1. UN Global Compact
    1. Companies of the Group
    1. Report on Independent Review

1. LETTER FROM THE CHAIRMAN

The Gestamp story began more than 25 years ago. In these 25 years, we have gone from being a small local stamping supplier to a world leader in the development and manufacture of metal components for the automotive sector. We have experienced huge growth, expanding our activity to 24 countries and employing more than 40,000 people of different nationalities who make up a great, diverse and multicultural team.

During these 25 years, there have been good and bad periods in which the company has always been by its customers´ side accompanying them in their globalisation, helping them to develop increasingly safe and efficient vehicles and offering them innovative solutions to the many and diverse challenges of the automotive sector.

In 2022 major challenges were experienced, mainly in the form of skyrocketing inflation and the implementation by central banks of sharp increases in interest rates, after years of expansive monetary policy. The war in Ukraine, a major human tragedy that sadly continues its course, has had a significant impact in price increases and supply chain tensions particularly in relation to energy. In this context, global vehicle production has continued its recovery. Although still below pre- pandemic volumes, the annual growth for 2022 was 6.7%, with a very uneven distribution in geographical areas. In 2022, we have again seen major growth in the manufacture of electric vehicles.

Once again, the commitment, performance and efficiency of our teams has made it possible to react in the best way possible in the face of the uncertainty. In this context, the Group has presented very positive results, with revenues increasing by +32.5% in 2022, reaching €10,726.4 million.

In terms of profitability, EBITDA in 2022 reached €1,209.5 million, surpassing the pre-pandemic levels, with an increase of +21.2% with respect to 2021. The EBITDA margin was 12.7% in 2022 and the net profit for the period reached €260 million, versus the €155.4 million reported in 2021. Free cash flow generation was €255 million, despite strong investment in new projects for electric vehicles and Gestamp's net borrowing falling once again, with our financial leverage at the lowest levels in many years.

As a family business, Gestamp was intended to be a long-term project from the very beginning. This intention has remained strong over the years, through the fostering of long-lasting relationships based on trust with our main stakeholders. Over the past 25 years, Gestamp has established itself as a major group in the automotive industry, committed to ensuring safety and reliability, always striving for a safer and cleaner mobility.

For all these reasons, ESG is a priority in our business culture and the reason why, in 2022, the Board of Directors approved an ESG Strategic Plan to 2025. This plan has been possible thanks to the effort of many teams involved and the contributions of the ESG Committee consisting of members of Senior Management and the Sustainability Committee of the Board of Directors. This strategic plan is a step further in the trajectory maintained since the start of our activity, and whose priority is to contribute, in these times of transition, to the decarbonisation of the sector and the company's commitment to the circular economy.

The automotive sector has been strongly focused on reducing emissions during the use of the vehicle, but it is increasingly essential to accompany our clients in reducing emissions throughout the supply chain. In this context, in 2022 an agreement was signed with Cemig, so that all the production and R&D centres that Gestamp has in Brazil operate with 100% renewable energy from 2023. In addition, since 2022, and thanks to a similar agreement signed with Naturgy, all the production and R&D centres that Gestamp has in Spain operate with 100% renewable energy.

Gestamp has a circular economy business model that encourages responsible waste treatment practices. More than 98% of Gestamp's waste is recycled, reused and recovered instead of being deposited in landfills. With regard to our supply chain emissions, the vast majority of them are from our principal raw material, steel. The strategic investment in Gescrap at the end of this period strengthens the Group's major commitment to leading the circular economy, promoting the use of scrap metal as a secondary raw material in the production of low emissions steel, and therefore reducing our scope 3 emissions, specifically of steel.

In 2022 we took a step forward to strengthen sustainability cooperation by signing an agreement with ArcelorMittal, through which Gestamp validates and approves low emission steel to comply with the standards of excellence that automotive clients require, therefore helping make vehicles more sustainable.

Moreover, we have to continue committing to competitiveness, digitisation and innovation. For several years now, Gestamp has been a pioneer in digitisation and Industry 4.0 capabilities to achieve greater flexibility in manufacturing and efficiency at its plants. In 2022, more codevelopment projects than ever were carried out, 79% more than in 2017. Gestamp continues to work closely with its customers, providing a wide range of new products for electric vehicles.

ESG will continue to gain increasing relevance in the Group, and we will continue to put all the means available to deploy the sustainability strategy, reaffirming our commitment to the Ten Principles of the Global Compact and contributing to the achievement of the UN Sustainable Development Goals to secure a better and more sustainable world.

In 2022, Gestamp celebrates its 25th anniversary, looking back with pride and motivated to take on new challenges.

2. GESTAMP GROUP

  • 2.1 About Gestamp
  • 2.2 Economic Strategy
  • 2.3 Operacional Excellence

2.1 About Gestamp

25 Years on Track

Gestamp is a multinational company specialising in the design, development and manufacture of highly engineered metal components for the automotive industry. In 2022, Gestamp celebrates its 25th anniversary, looking back with pride and motivated to take on new challenges.

Since it was formed in 1997, Gestamp has gone from being a small local stamping supplier to a global company, operating in the main automobile manufacturing hubs. The customer has always been at the centre of the business, with Gestamp accompanying them into new markets and offering them innovative solutions to tackle the many different challenges of the automotive industry.

Thus, Gestamp is a standout supplier in the automotive components industry, with the necessary critical mass to meet the needs of its customers, and a strategy based on globalisation, technological development, financial solvency and operational excellence.

Over the past 25 years, Gestamp has established itself as a major group in the automotive industry, committed to ensuring safety and reliability, always striving for safer and cleaner mobility.

With operations in 24 countries, Gestamp is made up of more than 40,000 people of different nationalities, forming a large, diverse, multicultural team.

As a family business, Gestamp was intended to be a long-term project from the very beginning. This intention has remained strong over the years, through the fostering of long-lasting relationships based on trust. After 25 years of progress, Gestamp looks to the future ambitiously, while remaining loyal to the core essence of the business and with a firm commitment to becoming better every day.

25th Anniversary Video: https://www.youtube.com/watch?v=I\_dy89r5Y3U

Business Strategy

Gestamp's strategy is based on three key aspects: to be an innovative, competitive and sustainable company.

It aims to strengthen its position as an innovative supplier and move forward together with its customers, by offering them innovative solutions to build more sustainable mobility.

  • Committed to competitiveness by making good use of all the progress achieved in recent years in the area of Industry 4.0.
  • Making progress in terms of sustainability in all the ways that society is currently demanding.

With its sights set on the long term, and with the aim of maintaining its position as the global strategic partner for automotive manufacturers in BIW, Chassis and Machinery, Gestamp is rolling out a Transformation Plan to adapt its organisational and industrial structures, in preparation for the future and for any changes the market may dictate.

Vision and Principles:

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 client as the centre of the business
    1. Operating Excellence as a regular practice
    1. Innovation as a means of progress
    1. Sustainability to ensure permanence in time
    1. People as architects of success

Solid Business Track Record

Over its 25-year history, Gestamp has become a global supplier with expertise in technology, standing out for its proximity to its customers, continuous innovation and strong internationalisation strategy. The company bases its strategy on leadership, globalisation, technological development, financial solvency and operational excellence.

Organisational Structure

The organisational model is fundamentally structured around business units centred on business, product, process and strategic development, while the 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.

Gestamp around the World

Products and Technology

Operational excellence is central to the way Gestamp works. Both the products and the activity of Gestamp 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 for developing solutions that help in the transition towards cleaner mobility that is more beneficial for people, and to help address challenges within the industry.

Technology

Gestamp features a broad range of technology, allowing it to provide customers with innovative solutions that respond to industry demands by ensuring a balance between safety, performance, weight and cost.

Over its 25-year history, Gestamp has have evolved technologically from a company specialising in cold stamping to a multi-technological company, continually striving to incorporate new technology into manufacturing processes and expanding on traditional techniques.

Gestamp is a leader in hot stamping technology, with more than 100 lines all over the world. This technology makes it possible to manufacture safer and lighter metal components. This, in turn, reduces the overall weight of the vehicle, thereby reducing CO2 emissions. By weighing less, these components reduce the overall weight of the vehicle, which in turn reduces power consumption and energy use.

Products

Gestamp boasts a wide range of products, many of which are essential for the structural integrity of vehicles. Gestamp's activity extends to all the processes involved in manufacturing parts, from the creation of presses and dies to the manufacturing and finishing of the product.

Body in white

Body-in-White (BIW) products make up the structure that bears the weight of the vehicle and protects the driver and passengers.

The performance of these parts is highly important in terms of safety and weight reduction.

Chassis

The chassis comprises the under body of the vehicle and includes systems, frames and related parts, such as front and rear axles and couplings, control arms and integrated couplings, which connect the body to the powertrain of a vehicle and support its weight.

These structures are essential for the dynamics, performance and safety of vehicles and have a particular influence as regards noise, vibrations, driving and impacts.

Mechanisms

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

These components afford important functionalities and play a significant role in safety and comfort.

Dies, Presses and Other Products and Services

Gestamp has established broad in-house capabilities for developing and manufacturing dies, covering the entire value chain: design, machining, construction, commissioning, developing prototypes and tracking.

The company also offers its own press construction services and engineering technical services, independent of its specific manufacturing programmes.

In this way, Gestamp keeps within the group the maximum experience in stamping processes, both cold and hot, achieving the optimization of quality and commitment to cost.

2022 Milestones

2022 has been marked by the celebration of Gestamp's 25th anniversary, with different commemorative events in which the evolution of Gestamp has been valued, going from being a local stamping supplier to a global company, also standing out for its ability to face the new challenges of the sector.

February:
22/02/2022
28/02/2022
Agreement between Gestamp and Powen (Spain and Portugal)
Presentation of annual results
March:
03/03/2022
16/03/2022
César Pontvianne, new CEO of Edscha Group
Gestamp appoints a new Finance Director
April:
08/04/2022 Gestamp, sponsor of the exhibition 'Motion. Autos, Art, Architecture'
May:
05/05/2022
10/05/2022
Edscha partners with Indian automotive supplier Aditya Auto
Annual General Meeting
25/05/2022 Expansion of the Matsusaka plant (Japan)
31/05/2022 New machining centre at Edscha Burgos
June:
01/06/2022 Francisco J. Riberas awarded the Order of the British Empire
July:
21/07/2022 Partnership between Gestamp and ArcelorMittal
October:
04/10/2022
11/10/2022
Gestamp appoints Ernesto Barceló as Corporate ESG Director
Gestamp showcases its latest innovations for current and future mobility at IZB
November:
04/11/2022 Gestamp signs an agreement with Cemig (Brazil)
December:
01/12/2022
21/12/2022
Gestamp acquires a strategic shareholding in Gescrap
Leadership Meeting 2022 / 25th Anniversary Celebration

25th Anniversary: Memory Book

Gestamp has celebrated 25 years of history by taking a trip back in time. Those at the organisation took part in an interactive panel where they shared memories, anecdotes and the milestones of their time at the company, showing a sense of pride in what has been achieved, in the families and teams that have been created, and in the commitment to innovation, the environment and the growth of Gestamp. Several production plants also held separate celebrations for their 25th anniversary through meetings and employee events.

Gestamp is well aware that its history has been written by people and teams, and so throughout the year employees have been given the chance to get involved with Gestamp's Memory Book. An initiative that captures Gestamp's journey over the years, remembering the company's most significant milestones through the voices and experiences of its longest-standing employees, and paying tribute to the more than one hundred plants that make up the Gestamp Group.

2.2 Economic Strategy

Company Performance and Results

Macroeconomic Context and Sector Evolution

As reported in the January World Economic Outlook (WEO) update, global economic growth is estimated to have reached 3.4% in 2022. GDP growth has been lower than expected at the beginning of 2022 - the International Monetary Fund (IMF) forecasted a 4.4% global economic growth in its January 2022 WEO - as a result of the outbreak of the Russia-Ukraine conflict, the soaring inflation seen in most countries and a resurgence of COVID-19 in China. These factors are expected to continue weighing down global economic activity in 2023 and the IMF now expects a limited global GDP growth of 2.9% in 2023, 0.2% higher than the October 2022 WEO projections.

In addition to the turbulent macroeconomic context, the auto sector has also continued to be impacted by the semiconductors shortage during 2022, although to a lesser extent versus the previous year. According to IHS update as of February 2023 volumes grew by 6.2% in Gestamp's footprint during 2022 reaching 74.5 million units which stands 6.1 million units below prepandemic levels (2019). Once again, Gestamp has outperformed the market on a constant currency basis and excluding the impact from raw materials by 10.4 percentage points (in Gestamp's footprint – IHS data as of February 2023) or by 11.8 percentage points on a weighted basis and excluding raw materials.

During 2022, North America (NAFTA) and South America (Mercosur) were the two regions showing the strongest production growth (+9.5% and +8.3%, respectively) followed by Asia (+7.3%) and Western Europe (+6.5%), while Eastern Europe saw a production volume decline of -9.8% (in Gestamp's footprint according to IHS as of February 2023) due to the impact of the war in Ukraine.

According to IHS (as of February 2023), global light vehicle production is expected to continue its recovery trend in 2023 with a 3.5% YoY growth across Gestamp's production footprint. By the end of 2023, market production volumes should still be 3.5 million vehicles below those of 2019 and are expected to reach pre-pandemic levels only in 2024 when production volumes are expected to increase by 4.4% YoY.

Beyond the short-term challenges, the automotive industry continues looking at the medium term and the electrification trend is further accelerating, as a result of tougher regulations related to emissions in most countries. In this context, IHS as of December 2022 expects electric vehicles (EV) to represent more than 24% of total production volumes by 2024 versus a 14% in 2022. Europe, China and the United States are being the main promoters of this EV trend, with major OEMs already deploying substantial capex to develop their EV platforms. Gestamp continues to work closely to its clients consolidating its positioning in this powertrain transition through its focus in Research and Development, which allows to provide OEMs with an ample scope of new products for EVs such as the extreme size parts and the battery related products, but also with better solutions to adapt our products such as the re-engineered chassis for EVs.

Financial Results Overview

The 2022 financial year was marked by auto production volumes still impacted by the disruptions in the supply chain, together with a rising inflation and the increase in interest rates by central banks to tackle this inflation. Revenues increased by +32.5% in 2022 reaching €10,726.4 million, implying a +31.7% increase at constant FX. Considering organic growth at Fx constant and excluding the impact of raw materials price increase of € 1.205.6 million, the Group has reached an outperformance to the market of +10.4 percentage points (compared to market production volume growth in Gestamp's production footprint – IHS data as per February 2023 of +6.2%). In terms of profitability, EBITDA in 2022 reached €1,209.5 million including the contribution from Gescrap with an implied improvement of +21.2% when compared to 2021. EBITDA margin stood at 12.7% in 2022, excluding the impact of raw materials at top line, consolidating the profitability improvements implemented since 2020. The net profit for the period reached €260.0 million versus the €155.4 million reported in 2021.

In 2022 the capital expenditure of Gestamp increased by €267.3m (including IFRS 16), or +50.3%, to €798.5m from €531.2 in the previous year.

Capital expenditures include mainly growth, recurrent and intangible capital expenditures. Growth capital expenditures defined as capital expenditure on greenfield property, plant & equipment, major plant expansions and new customer products/technologies. Recurrent capital expenditures mainly include investments to replace existing programs and expenditures on the maintenance of our production assets. Lastly, intangible capital expenditures include a part of the Group's investments in R&D, among other concepts.

Million Euros 2021 2022
Growth capital expenditures 187.7 360.0
Recurrent capital expenditures 241.0 230.0
Intangible capital expenditures 95.4 102.5
Capital expenditures (excl. IFRS 16) 524,0 692.6
IFRS 16 Impact 7.2 105.9
Capital expenditures 531.2 798.5

Gestamp's Net financial debt as of 2022 year-end amounted to €2,145.2 million, implying a leverage ratio (Net financial debt / EBITDA) of 1.77x.

In summary, main figures in 2022 compared to 2021 are as follows:

Million Euros 2021 2022 % Change
Revenues 8,092.8 10,726.4 +32.5%
EBITDA 997.6 1,209.5 +21.2%
EBIT 413.5 539.7 +30.5%
Profit Before Tax 277.7 391.5 +41.0%
Profit attributable to shareholders 155.4 260.0 +67.3%
Equity 2,221.4 2,757.9 +24.2%
Net financial debt 2,266.4 2,145.2 -5.3%
Capital expenditure 531.2 798.5 +50.3%

In 2022, Gestamp has met all the targets guided to the market: i) outperformance of +10.4 p.p. to auto production volumes growth, ii) an EBITDA margin standing at 12.7% excluding raw materials, within the 12.5%-13.0% range guided, iii) capex at 8.4% of revenues excluding raw materials, in line with our target having a capex up to 9% and iv) a Free Cash Flow generation of € 255 million.

Revenues by Product

Total revenues in the period increased to €10,726.4 million, of which Body in White and Chassis represented €9,198.1 million and Mechanisms represented €1,099.4 million. Tooling and others stood at €428.9 million in 2022.

Revenues and EBITDA by Region

Revenues – Million Euros 2021 2022 % Change
Western Europe 3,316.5 4,278.2 29.0%
Eastern Europe 1,285.7 1,597.4 24.2%
North America (NAFTA) 1,846.4 2,325.6 25.9%
South America (Mercosur) 494.8 865.8 75.0%
Asia 1,149.5 1,642.0 42.8%
Gescrap 0.0 17.6 n.s.
Total 8,092.8 10,726.4 32.5%
EBITDA – Million Euros 2021 2022 % Change
Western Europe 339.1 457.6 34.9%
Eastern Europe 235.1 232.3 -1.2%
North America (NAFTA) 201.9 196.0 -2.9%
South America (Mercosur) 56.4 105.2 86.7%
Asia 165.1 216.3 31.0%
Gescrap 0,0 2.0 n.s.
Total 997.6 1,209.5 21.2%

Western Europe:

Revenues in 2022 increased by €961.7 million, or +29.0% (same at Fx constant) to €4,278.2 million from €3,316.5 million in 2021. Performance was positive across all countries in the region as a result of production volumes growth of 6.5% YoY in Western Europe in Gestamp's production footprint as of IHS in February 2023 and also partly explained by the pass-through to customers of the increase in the price of raw materials.

EBITDA in 2022 experienced an increase of €118.5 million, or +34.9%, to €457.6 million from €339.1 million in 2021. EBITDA margin in the region has reached 10.7% versus 10.2% in 2021.

Eastern Europe:

During 2022, revenues increased by €311.7 million, or +24.2% (+52.7% at constant FX), to €1,597.4 million from €1,285.7 million in the previous year. All countries in the region have performed positively in the year, partly explained by the raw materials pass-through, except for Russia. The region experienced FX headwinds, mainly in Turkey, which impacted negatively our results.

EBITDA during 2022 decreased by €2.8 million, or -1.2%, to €232.3 million from €235.1 million in 2021, mainly due to the €20 million provision booked in Russia. As a result, EBITDA margin in the region stood at 14.5% in 2022, deteriorating from the 18.3% reported last year.

North America (NAFTA):

During 2022, revenues increased by €479.1 million, or +25.9% (+11.9% at constant FX), to €2,325.6 million from €1,846.4 million during 2021.

EBITDA in 2022 decreased by €5.9 million, or -2.9%, to €196.0 million from €201.9 million during the year of 2021. EBITDA margin reached an 8.4%

South America (Mercosur):

Revenues in 2022 increased by €371.0 million, or +75.0% (+60.7% at constant FX), to €865.8 million from €494.8 million in 2021. This region has shown the strongest performance in the year, due to a positive performance of both Brazil and Argentina.

During 2022, EBITDA increased by €48.9 million, or +86.7%, to €105.2 million from €56.4 million in 2021. In 2022, EBITDA margin improved to 12.2% from the 11.4% reported in 2021.

Asia:

Revenues in 2022 went up by €492.5 million, or +42.8% (+33.8% at constant FX) to €1,642.0 million from €1,149.5 million in 2021.

EBITDA during 2022 increased by €51.3 million, or +31.0%, to €216.3 million from €165.1 million in 2021. EBITDA margin reached 13.2%.

Debt and Liquidity

As of December 31st, 2022, Net financial debt amounted to €2,145.2 million resulting in a 1.77x leverage ratio (Net Financial Debt / EBITDA).

Million Euros 2021 2022
Non-current financial liabilities 3,015.2 2,681.1
Interest-bearing loans and borrowings and debt issues 2,509.2 2,252.1
Financial leasing 369.1 395.5
Borrowings from related parties 119.6 17.9
Other non-current financial liabilities 17.5 15.6
Current financial liabilities 796.3 1,263.8
Interest-bearing loans and borrowings and debt issues 326.4 576.9
Financial leasing 77.2 87.1
Borrowings from related parties 9.4 111.1
Other current financial liabilities 393.3 488.7
Gross debt 3,811.7 3,944.9
Net financial debt 2,266.4 2,145.2
EBITDA 997.6 1,209.5
Leverage ratio (Net Financial Debt / EBITDA) 2.27x 1.77x
Leverage ratio (excluding IFRS 16) 2.05x 1.53x

Million Euros 2021 2022
Cash and cash equivalents 1,480.2 1,695.1
Current financial investments 65.1 104.6
Revolving credit facilities 325.0 325.0
Undrawn credit facilities s/t 265.3 372.9
Undrawn credit facilities l/t 191.2 91.4
Total 2,326.8 2,589.0

Our long-term indebtedness with credit institutions and debt securities consists mainly of €396 million in senior secured bonds issued in 2018 and maturing in 2026, €83 million senior bonds (Schuldschein bond) issued in 2019, €938 million of a senior secured loan originally signed on April 19, 2013, €200 million of debt with the European Investment Bank, €100 million of debt with the Instituto de Crédito Oficial (ICO) and €535 million of aggregate principal amount in other bilateral financings.

Our main source of liquidity is our operating cash flow. Net cash flow from operating activities amounted to €1,044.9 million in 2022. In addition, Gestamp has a €325 million Revolving Credit Facility maturing in 2025 that is undrawn as of December 31, 2022, as well as €96.3 million in credit facilities maturing in more than 12 months, of which €4.9 million were drawn as of December 31, 2022 and €382.2 million in credit facilities maturing in less than 12 months, of which €9.3 million were drawn as of December 31, 2022. These credit lines are generally renewed each year, do not have any security and have customary covenants.

Foreseeable Evolution of the Group

According to IHS data as of February 2023, the auto sector will continue its recovery trend in 2023 with global light vehicle production expected to grow by 3.5% versus 2022 based on countries in Gestamp's production footprint with the strongest recovery expected to be seen in Western Europe (+9.2% YoY), NAFTA (+5.2% YoY) and Mercosur (+4.7% YoY).

Despite the macroeconomic challenges, demand for light vehicles should still be supported over the period by low inventory levels and the existing pent-up demand in the auto sector resulting from the limited offering we have seen over the last two years due to supply chain issues. However, there are still uncertainties in the market and main potential risks to the auto sector recovery lie on: i) a more pronounced macro slowdown than currently expected, ii) supply chain still being disrupted by semiconductors and other components' shortage, and iii) the uncertainty there is around China due to the COVID-19 reopening.

Regarding Gestamp's operations, the main focus during 2023 will be to continue tackling the inflationary pressure on our cost base. Inflation reached extraordinary high levels during 2022 and, although it has started to ease in 2023, it is still far from normalized levels and will still put pressure on our margins during the period. The Group will continue deploying its plan to preserve profitability through: i) a strict cost control, ii) further implementation of efficiency measures, iii) improvement of business flexibility and iv) constructive price discussions with its customers.

As a result of this ongoing inflation, steel prices are still above its historical average and, as seen throughout 2022, despite not having an impact on absolute EBITDA figures due to the passthrough mechanisms the Group has in place, it will continue having a dilutive effect on EBITDA margin in 2023.

In this context, the Group is determined to continue reinforcing its financial positioning and expects a solid performance in 2023. Gestamp expects revenues in 2023 to grow by doubledigit versus 2022, which entails a high-single digit outperformance to market and a 4-5% of additional growth from consolidating Gescrap. In terms of profitability, the Company expects EBITDA on absolute terms to grow by double-digit compared to 2022, with an EBITDA margin excluding raw materials of 12.5% to 13.0%. Regarding capex and Free Cash Flow targets, Gestamp expects to invest around 7.5% of revenues in 2023 and to generate more than €200 million of Free Cash Flow (FCF defined as net debt reduction excluding minority acquisitions, dividends, and share repurchases as well as potential M&A items). Gestamp is strongly committed on delivering on this guidance.

The Group's competitive positioning remains strong and, beyond 2023, Gestamp will continue focusing on capturing new opportunities, particularly linked to the electrification trend, whilst keeping a prudent financial profile.

Fiscal Strategy

Gestamp bases its fiscal strategy on current national and international tax regulations, aware of the importance and need of its contribution to the public finances of the different territories in which it operates.

Fiscal Policy revolves around four basic pillars:

  • Responsibility in decisions and actions in fiscal matters.
  • Tax contributions where the activities take place. Gestamp's aim has never been to relocate activities or profits to particular jurisdictions for purely fiscal reasons.
  • Transparency in all the information that Gestamp provides to shareholders, the market and the different stakeholders with which it is associated; this information is also accessible, transparent and reliable.
  • Cooperation with the different public administrations of the countries where Gestamp has an industrial presence and always subject to solid values of professionalism, collaboration, good faith, mutual trust and mutual respect

The bodies at Gestamp that are competent and responsible for the fiscal area include the Board of Administration, the Audit Committee, the Risk Committees, the Fiscal Area of the Legal Advice and Tax Department, and the Internal Audit and Risk Management Department.

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

Information on corporate tax expenses, profit before taxes and subsidies by country.

Corporate tax
expenses
Profit before taxes Subsid. Capital Subsid. Operations
2021 2022 2021 2022 2021 2022 2021 202
WESTERN EUROPE
Spain -14.5 -19.8 51.6 134.7 2.8 2.7 6.1 7.4
Germany -2.3 -2.7 2.6 22.2 0.2 0.4 0.0 0.6
United Kingdom 0.7 0.5 -41.1 -36.1 0.1 0.0 0.6 0.6
France -0.1 -0.7 15.8 32.0 0.0 0.2 0.3 0.3
Portugal -1.5 -1.8 13.4 20.9 0.4 0.9 1.1 0.4
Sweden 0.1 0.0 20.0 34.9 0.0 0.0 0.0 0.0
Luxembourg 0.0 0.1 -26.7 -0.2 0.0 0.0 0.0 0.0
Morocco 0.0 0.0 1.6 1.6 0.0 0.0 0.0 0.0
EASTERN EUROPE
Turkey -1.0 -0.9 55.7 67.1 0.0 0.0 0.0 0.0
Russia -1.6 -0.9 15.8 -18.8 0.0 0,0 0.0 0.1
Czech Republic -0.8 -1.0 7.1 4.3 0.1 0,0 0.0 0.1
Poland -6.2 -4.6 31.8 42.6 0.0 0,0 0.0 0.0
Hungary 0.0 0.0 1.7 6.0 0.0 0,0 0.0 0.0
Slovakia -2.8 -3.6 25.5 27.2 0.4 0,5 0.0 0.0
Romania 0.0 -0.3 2.8 5.6 0.0 0,0 0.2 0.0
Bulgaria 0.0 0.0 1.7 1.7 0.0 0,0 0.3 0.0
SOUTH AMERICA
Brazil -8.4 -8.5 11.4 41.0 0.0 0.0 0.0 0.0
Argentina 0.0 0.0 1.8 -4.8 0.0 0.0 0.0 0.0
NORTH AMERICA
United States -0.3 0.0 -27.3 -61.5 0.0 0.0 1.2 0.9
Mexico -4.3 -13.2 31.2 -3.5 0.1 0.1 0.0 0.0
ASIA
China -10.1 -10.4 62.8 76.5 0.0 0.0 3.5 6.3
India -2.2 -4.0 12.1 19.4 0.0 0.0 0.0 0.0
South Korea -1.8 -2.2 7.8 11.8 0.0 0.0 0.0 0.0
Japan -0.2 -0.1 -2.8 -2.8 0.9 0.8 0.0 0.0
Thailand -0.2 -0.2 1.3 1.5 0.0 0.0 0.0 0.0
Taiwan 0.0 0.0 0.1 0.0 0.0 0.0 0.0 0.0
Samoa 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

The Company in the Capital Markets

Stock Exchange Evolution

On April 7th, 2017, Gestamp made its debut as a publicly listed company on the Spanish stock exchanges (Madrid, Barcelona, Bilbao, and Valencia) under the "GEST" ticker. The final offering consisted of 156,588,438 shares (initial offering of 155,388,877 plus final over-allotment option of 1,199,561 shares corresponding to the 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 31st of 2022, 73.76% of the share capital was controlled (directly and indirectly) by Acek Desarrollo y Gestión Industrial S.L. (the Riberas Family industrial holding), being 61.235% owned by Acek and 12.525% by Mitsui. Gestamp's total Free Float amounted to

26.240% as of December 2022 (including shares held by the Board of Directors and Gestamp own shares that JB Capital Markets operates under the liquidity contract).

See below for Gestamp´s share price evolution since January 1st, 2022:

As of December 31st, 2022, Gestamp's shares have decreased by -18.8% since the 31st of December 2021, implying a market capitalization of €2,080 million at the end of the year. Total volume traded during 2022 stood at 127.9 million shares or €440.0 million.

The shares reached its maximum level for the year on January 6th, (€4.67) and its minimum level on March 8th, 2021 (€2.82). During 2022, the average share price stood at €3.50.

The most relevant information regarding the stock's evolution in 2022 and 2021 is shown in the table below:

(€) 2021 2022
Total Number of Shares 575,514,360 575,514,360
Share Price at year end 4.45 3.61
Market Cap. at year end (in Thousands) 2,561 2,080
Maximum Price 4.95 4.67
Date of Max. Price 07/06/2021 06/01/2022
Minimum Price 3.27 2.82

Source: Bloomberg as of December 31st, 2022

ANNUAL REPORT 2022

Date of Min. Price 04/10/2021 08/03/2022
Average Price 4.15 3.50
Total Volume (in Shares) 131,070,639 127,909,369
Average of Daily Volume Traded (in Shares) 511,995 497,702
Total Turnover (in Millions) 538.88 439.96
Average of Turnover Traded (in Thousands) 2,105.00 1,711.90

Data as of December 31st, 2022. Source: Bloomberg & BME (Bolsas y Mercados Españoles)

Transactions 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 31st, 2022 represented 0.08% of the Parent Company's share capital (0.12% as of December 31st, 2021) and comprised 460,513 shares (676,492 shares as of December 31st, 2021), at an average acquisition price of €3.483 per share (€4.014 per share as of December 31st, 2021).

Number of own shares Thousands of Euros
Balance at December 31st, 2020 380.048 1.349
Increases/Purchases 7.670.599 31.796
Decreases/Sales (7.374.155) (30.429)
Balance at December 31st, 2021 676.492 2.716
Increases/Purchases 7.674.278 26.249
Decreases/Sales (7.890.257) (27.362)
Balance at December 31st, 2022 460.513 1.603

The movements in 2022 and 2021 were as follows:

The sale price of treasury shares during 2022 detailed in the table above amounted to 27,279 thousand euros (30,795 thousand euros as of December 31st, 2021), generating a negative result of €83 thousand (positive result of €366 thousand as of December 31st, 2021), which has been recognized under Unrestricted Reserves (Note 17.2).

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 4th, 2016 the Group issued a bond, through the subsidiary Gestamp Funding Luxembourg, S.A. for €500 million with an annual coupon of 3.5%. The issuance was used to fully refinance the May 2013 Euro bond and accrued interest. The US dollar bonds issued in May 2013 were fully refinanced on June 17th, 2016 with the tranche A2 of the new syndicated loan granted on May 20th, 2016. On May 25th, 2021 the Company early redeemed at par value the €500 million, 3.50% senior secured notes due 2023.

On April 20th, 2018 the Group issued a new bond, through the Parent Company (Gestamp Automoción S.A.), amounting to €400 million with an annual coupon of 3.25%. The issuance was used to refinance certain of Gestamp's existing long and short-term debt facilities. The maturity date of this new bond is April 30th, 2026.

As of December 31st, 2022 Gestamp's corporate credit rating was "BB- / Stable outlook" by Standard & Poor's and "Ba3 / Stable outlook" by Moody's. On July 26th, 2022, Moody's confirmed Gestamp's "Ba3 / Stable Outlook" credit rating. Standard & Poor's confirmed the "BB- / Stable outlook" on September 22nd, 2022.

Corporate Credit Rating Current Rating Outlook Last Review
Standard & Poor's BB- Stable 22/09/2022
Moody's Ba3 Stable 26/07/2022
Senior Secured Notes Current Rating Outlook Last Review
Standard & Poor's BB Stable 22/09/2022

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.

In line with our policy, in December 2022, the Board of Directors approved the distribution of an interim cash dividend in January 2023 against 2022 financial results. The payment took place on January 12th, 2023 for a gross amount of 0.061 euros per share.

Other Relevant Information

Average Period for Payment to Suppliers

The Group's Spanish companies have adapted their internal process and payment period policy to Law 15/2010, hence, measures to fight against default in trade operations have been implemented. In this regard, the conditions for contracting to commercial suppliers relating to industrial activity for the manufacture of parts located in Spanish territory included payment periods equal to or less than 60 days in both 2022 and 2021, as stipulated in Transitional Provision Two of the aforementioned law.

In accordance with such Law, the following information corresponds to the Group companies that operate in Spain:

2022
Average payment period to suppliers
43 days
Total payments made
Total payments pending
3,393 million euros
618 million euros
2021
Average payment period to suppliers
51 days
Total payments made
Total payments pending
2,860 million euros
487 million euros

The monetary volume paid in the financial year 2022 in a period shorter than the maximum mandated in regulation of late payment, for companies based in Spain, is 673,169 thousand euros corresponding to 42,027 invoices.

For reasons of efficiency and in line with common business uses, the Group's Spanish companies basically have a supplier payment schedule, whereby payments are made on fixed days which, at the main companies, are twice a month.

Generally in 2022 and 2021, the payments made by Spanish companies to suppliers, under agreements entered into following the entry into force of Law 15/2010, and did not exceed the statutory deferral limits. Payments to Spanish suppliers which, in 2022 and 2021, exceeded the legal term established have been, in quantitative terms, of scant importance and arise from circumstances or incidents removed from the payment policy established, including mainly the conclusion of the agreements with suppliers in the delivery of goods or the provision of the service or specific handling processes.

Also, at 31 December 2022 and 2021, no amounts were pending payment to suppliers located in Spain that exceed the legal payment term.

Subsequent Events

There are no significant subsequent events as of 31st December 2022.

2. 3 Operational excellence

Competitiveness, based on quality, efficiency and effectiveness, is one of Gestamp's strategic pillars. With our sights set on the long term, here at Gestamp we strive to continuously improve our processes and operations in order to be efficient at all levels. In a competitive sector, such as the automotive sector, standing out from the rest is necessary. Our operations and management have to be excellent.

Gestamp's Transformation Plan

In order to be prepared for the future and the changes forced upon us by the uncertainty of today's world and market, Gestamp has launched Atenea, a comprehensive and ambitious transformation plan for continued growth and improvement, addressing the key issues arising from the company's rapid growth.

This project will be a key milestone for the future of the Group and aims to build on everything that has made Gestamp successful in the past, in order to maintain competitiveness in the future.

The transformation programme seeks to improve the efficiency and effectiveness of corporate functions and operational layers in processes, systems, organisation and culture.

The programme was launched in September 2021 with 45 initiatives, signifying the first steps of this model of excellence. This live project will see the launch of a second wave of 25 initiatives at the start of 2022, this time put forward by the organisation and led by talent from all regions. Thus, the transformation plan is a programme championed and driven by the organisation itself. All levels of the company are involved, as leaders are rallied to take an active role in the process.

There are currently 58 initiatives underway, 39 of which are supported by multidivisional teams working together to come up with the best solution. Around 80% of the programme is expected to have an impact on plants and divisions. In total, more than 700 people are working on Atenea every day.

This ambitious plan is part of Gestamp's strategy and will be key to taking on the challenge of the future, with the aim of reinforcing operational excellence in our factories and the transition towards corporate functions with greater added value.

ATENEA Transformation Programme:

  • It is a transformation programme that seeks to improve efficiency and effectiveness across the organisation in terms of processes, systems, organisation and culture, covering both corporate and operational functions
  • It leverages Gestamp's values as key pillars to support each transformation project, given their fundamental contribution to the Group's recent growth success

  • It will create a multidisciplinary ecosystem that brings together operations, corporate functions, IT systems and data, organisation and culture to meet Gestamp's needs
  • It is an incremental value creation initiative through waves of structural change, a clear governance model and a monitoring system with transparent KPIs
  • Data strategy is the cornerstone of this programme, geared towards maximising business value through the use of data, and a system of governance that ensures its proper management and preserves its quality

Atenea's transformation projects and governance model will ensure a positive impact on culture, organisation and ESG

Culture:

  • New transparent and uniform approaches to working across all geographical areas and departments
  • An ecosystem of collaboration and coordination between departments and operational levels
  • Formalisation of management processes (e.g. commitment to results, monitoring, accountability)
  • Clear communication mechanisms
  • Promoting global talent by identifying and empowering the leaders of tomorrow

Organisation:

  • Strengthened leadership with shared objectives
  • New roles and responsibilities in relation to the governance model for transformation projects
  • A greater level of integration across divisions and corporate functions

ESG (environmental, social and governance):

Ensuring alignment of Atenea with ESG

Quality

In the automotive industry, each part that makes up the final product is important in ensuring the correct functioning of the manufacturer's assembly line, the quality of the vehicle and even, for some products, the safety of users. For those reasons, the industry is a pioneer in the application of quality systems throughout the value chain. Gestamp's customers demand flawless products in the required quantity and by the agreed deadline to ensure both the quality of the final product and its proper functioning.

Quality systems

All of Gestamp's production plants have developed and maintained a quality management system that boasts the international certifications required by Gestamp's customers. These certifications are mainly in accordance with IATF 16949 (99% of Gestamp's production plants), with the remaining 1% representing a single plant that only supplies customers who do not require this certification.

The management systems of each and every one of the plants are based on Gestamp's minimum quality management system, known as GQS (Gestamp Quality System), which ensures a minimum degree of uniformity across all of them.

This management system aids Gestamp's continuous improvement by focusing on the customer and promoting prevention over detection, resulting in fewer defects and less waste in the supply chain, in a safe and sustainable manner.

Nevertheless, sometimes customer incidents may arise, in which case built-in mechanisms are activated to provide a full response and to take measures to tackle the causes of these incidents so that they do not recur.

These management systems are ever-evolving, capable of adapting to industry changes and seeking continuous improvement. It is worth noting the continued efforts during 2022 to establish and roll-out the new quality-related cost control system, which had begun in 2021, with extensive use of available IT tools.

Customer quality

Gestamp is committed to building solid and long-lasting relationships with its customers based on trust and, with that in mind, the company promotes continuous dialogue which serves to make improvements and meet their needs.

Annual meetings

Annual meetings are held at the highest level with customers in order to review short-term results and forecasts; longer-term prospects, trends and opportunities are also discussed at these meetings. Moreover, the development of common strategies, new technologies and any needs raised by the customer are considered.

Day-to-day relations

Direct contact is maintained with the customer in respect of day-to-day activities, both in the industrialisation phase and in mass delivery. During the industrialisation phase of new products, we maintain constant contact with our customers and carry out a special follow-up for those projects that are considered strategic in order to ensure an appropriate response.

Our production plants maintain daily contact with the facilities of our customers. This contact is more operational in nature, seeking to provide a flexible response to the requirements and needs of the customer, and resolve any issues that may arise on a day-to-day basis.

Customer audits

The customer, in turn, visits the plants from time to time to carry out audits and contribute towards continuous improvement, together with periodic assessments which allow Gestamp to determine its level of quality in comparison with the customer's other suppliers, and to take steps where our customers believe there is room for improvement.

Each client decides on the frequency of these audits, which is usually yearly, but can be adapted according to the circumstances. Gestamp always works with the customer by arranging these visits and providing the information required for the audit to be conducted properly.

ANNUAL REPORT 2022

Monitoring and Internal control

Monitoring the quality performance of parts delivered to customers is undertaken through internal audits on products, processes and systems, as well as through the use of indicators at all levels of the organisation (plants, regions, divisions and corporations).

The incidents that occurred during the year were resolved between the automotive manufacturers and the Group, which favourably managed the incidents within the optimal time frames. This ensured that end users did not face any inconvenience whatsoever and no vehicle in the possession of an end user was recalled for a revision for any reason relating to the products supplied by the Group in 2022.

The manner in which said incidents were handled was the key element in resolving them. As such, there was no need to resort to the insurance guarantees that the Group has taken out.

Handling of critical components

Gestamp has a specific policy or procedure for the handling of critical components. Gestamp defines 'critical component' as a component with a critical feature that affects safety or prompts compliance with regulatory requirements, in line with the approach of the VDA (Verband Der Automobilindustrie).

Components considered to be critical have special features in terms of safety and/or legal/regulatory requirements. They are those components that pose an immediate risk to life and limb, or that must comply with legal regulations. Examples include braking, steering and suspension systems, lights, vehicle noise and crashworthiness.

Of all the special features, those concerning safety involve the most risk and are therefore the most important. If such a feature were to fall outside of the prescribed limits, this may affect the safe operation of the vehicle and could lead to an accident. Therefore, under this policy, Gestamp understands product safety as the rules relating to the design and manufacture of products to ensure that they do not pose harm or danger to customers.

To ensure the quality of critical components, they must be clearly labelled as such so that any user in the production chain of the component—designer, quality engineer, plant operator or laboratory technician—is aware that they must pay special attention to them. Once identified, special documentary requirements have to be taken into account, which includes determining the documented information concerned and how to manage it. Furthermore, several tests are carried out before the components are sent.

By way of example, we may consider arc welding technology. The proper joining of two or more components may be safety critical, especially for the chassis. Therefore, it is highly important to know how to identify a defective joint and to make sure that the welding process has been properly controlled. To enhance this control, process parameters can be identified as special features, such as welding speed and wire material.

Project Quality

In order to adequately manage risk right from the project phase, the company area for project quality is leading an umbrella initiative related to risk prioritisation based on the so-called FMEA (Failure Mode and Effects Analysis) cycle, one of the most powerful standards in the industry.

To this end, an ambitious programme is underway to improve its use, both in terms of methodology and through the development of an IT tool, which will improve the analysis and detection of potential faults in the design of the product or production process, as well as their causes, and the subsequent implementation of the relevant measures in the mass production control phases.

During 2022, the tool was completed according to plan and was rolled out in all plants for projects in their start-up phase, reaching a total of 1,476 active users of the new system with 151 projects, including 408 P-FMEA and 125 Control plans at the end of 2022. General scenarios have also been developed and published for various different technologies, to be reused by all plants, thus capitalising on the experiences already gained throughout Gestamp.

Process Quality

The Process Quality area provides the whole organisation with a set of standards and methodologies linked to the most critical technologies and production processes within the Group, focusing in particular on special processes (those in which the part has to be destroyed to ensure that the product is up to standard; such as parts involving arc welding).

Its aim is to align all of Gestamp's production activities with the customer's quality requirements and international standards in order to maximise the quality and efficiency of said processes. Thus, Gestamp ensures compliance with the customer's requirements throughout every process, from the early phases of production to delivery of the final product.

So far, standards have been established for arc welding, hot stamping, leather pieces, and resistance welding, as well as for subprojects stemming from the main projects. A benchmark was also set for all chassis plants in 2022, covering system aspects and those of each of the relevant technologies.

In 2022, part of the plant certification process has been resumed, with the assessment of chassis plants being a priority. In 2023, assessments of the production plants' implementation of those standards already defined are expected to resume.

Throughout 2022, the umbrella project for control equipment was implemented. The project had established different lines of action that include assessing the inventory of available equipment in our production plants around the world, reviewing and identifying suppliers of this technology and their limits, and drawing up complete guidelines for different families of equipment. Finally, a database is also available for managing all the equipment, thus optimising the analysis of the plants' needs from a technical perspective, regarding which there has been an improvement in order to obtain and make good use of feedback from the plants.

Industry 4.0 model

For years, Gestamp has been pursuing an Industry 4.0 model in an effort to create more efficient and flexible production plants, as well as more consistent and reliable processes through data analysis and by incorporating intelligence into our processes, so that the right information reaches the right people at the right time.

During this time, over 100 IoT projects have been set in motion, covering Gestamp's main production processes such as hot stamping, cold stamping, chassis manufacturing and spot welding. Furthermore, more than 50 projects have been virtualised, ranging from sophisticated production lines to entire factories. Also, 9 applications have been developed for maintenance, logistics, quality and energy efficiency tasks, which facilitate day-to-day plant management.

Gestamp has been able to develop these projects thanks to the work of multidisciplinary teams made up of experts in industrial and technological operations, digital developers, and new professional profiles specialised in data management. This has ensured greater knowledge in the areas of digital technology, IoT, big data, virtualisation, as well as others such as artificial intelligence, collaborative robots, resource orchestration, computing, etc. The majority of these technologies are being used in projects currently underway.

Thanks to the experience we have gained over the years, the Digital Factory is now a reality at Gestamp. A Digital Factory where everything is connected—products, machines, systems and people—sharing information in real time in a transparent way, meaning the factories can operate efficiently at all times.

Gestamp is currently in the process of evolving and structuring all the technologies that are moving towards the concept of smart manufacturing. Above all, this means ensuring integration

ANNUAL REPORT 2022

and standardisation among them, so that they come together in an environment governed to perfection. This will allow us to design and deploy a longer-term strategy.

Meanwhile, in 2022 greater impetus was given to all aspects related to change management, the creation of digital culture and the strengthening of teams and structures designed specifically for the implementation of the strategic digitalisation plan. This involves a major effort in terms of training and transforming professional profiles specialised in digital systems, defining positions and duties allocated across the various regions and plants, and fostering a robust community within Gestamp that upholds its strategy and governance overall.

Similarly, in terms of new developments and innovation, tremendous effort is going into systematising and standardising relationships with both strategic and service partners, so as to streamline all these efforts and boost progress on the roadmap towards a smart factory.

In addition, the structures and platform for the design and deployment of artificial intelligence (AI) applied to the ever-growing quantity of real-time data, are also undergoing reinforcement and standardisation, resulting in more accurate forecasts and better management of scheduled analytics.

All this allows Gestamp to deal with any uncertainty in the automotive industry and be more adaptable to change. Gestamp is actively working on a model of a connected, smart, virtualised, safe and scalable factory that can be flexibly, swiftly and efficiently adapted to the constantly changing needs of the industry.

By combining experience in digitalisation and advanced engineering, Gestamp has developed a new concept of flexible assembly, allowing for the production of different products on the same line. Thus, we are taking a step further in terms of digital industrialisation, evolving from product-specific and linked systems to generic and individual systems where movements are carried out by AGVs (guided vehicles) instead of static robots.

Innovation

Innovation as a means of progress

For Gestamp Research and Development is a priority. Through Innovation, Gestamp seeks to anticipate new technological trends and offer differentiating products that meet the requirements of efficiency, weight, cost, quality, comfort, safety and sustainability.

With 13 R&D Centers around the world, Gestamp understands Innovation is essential to gain a value added and get a differentiated position in the automotive sector.

Gestamp supports its customers in the design and manufacturing of products, from the early stages of development up to final production. This cooperation, which sometimes lasts up to 5 years before a vehicle is launched, enables us to respond to current expectations and also to jointly develop concepts, technologies and solutions for the future.

Thus, Gestamp works on a greater number of projects based on future models, totalling 476 body-in-white, chassis and mechanism co-development projects.

Gestamp has made significant investments in the recent years in developing and expanding the R&D area, which allows to establish a strategic and trustful relation with clients.

By late 2022, almost 1,700 people were working both in the 13 R&D centres and in production plants. Many projects count with the participation of not only R&D engineers, but also stamping, metrology, welding and quality engineers and project managers, whose contribution is invaluable throughout the entire development process, linking the product and process development early in the concept phase.

Key factors for Gestamp R&D:

SAFETY:

Gestamp works hard to achieve an increasingly safer car, focussing on identifying formulas that lead to greater safety both for the occupants of the vehicle and pedestrians. Gestamp is a pioneer in manufacturing products using hot stamping, which is one of the most advanced technologies for improving performance and passenger safety in the event of a collision.

Furthermore, the high-strength steel products significantly improve the ability of vehicles to withstand impacts. The improvements made in energy absorption in Gestamp products, regarding both chassis and body-in-white, increase the passive safety of vehicles.

Hot Stamping technology, in which Gestamp is leader, allows to meet the strictest safety requirements and to withstand car-to-car crash tests. Gestamp is developing new Hot stamping products, such as extreme size parts that will increase safety performance, will integrate more functions and reduces the assembly time of our customer.

Also, passive safety solutions are being developed and produced from our mechanisms unit, achieving good results in improving pedestrian safety thanks to hood hinges.

LIGHTWEIGHT AND EMISSION REDUCTION:

Gestamp works continuously on developing lighter vehicles. Weight reduction is one of Gestamp's main research areas. This is one of the most demanded requirements in the automotive sector due to the need to improve fuel efficiency and to reduce CO2 emissions. The body-in-white and chassis components are essential for achieving the emissions objectives since they account around a 70% of the total vehicle weight.

Also, as part of the electrification trend in the sector and the increase in mass that batteries add to the car, the focus in light weighting has been reinforced. For instance, the weight affects also to the electrical vehicle autonomy, and till the full decarbonisation of the electricity grid, its consumption still has an important role to play in the vehicles CO2 emissions through their use phase.

Therefore, Gestamp provides innovative solutions to offer the best weight-reducing results and to meet the strictest requirements in the sector. Extensive experience in hot stamping technology and the development of multi-material solutions have given rise to several alternatives for achieving lighter vehicles.

In order to account the environmental impact of i.e. the weight reduction, Life Cycle Analysis (LCA) of the products are conducted as strategic element in the design phase. As explained in the Circular Economy chapter, the carbon footprint of the different processes carried within Gestamp and the materials used in the production phase, are some of the main variables analysed in the study. For instance, weight reduction of the parts and using less raw material has been demonstrated to have one of the highest impact in lowering the carbon footprint. This is due to the high impact of the extraction phase of the materials used, and also, due to the use phase of the vehicle as explained above.

CONFORT:

Driver experience, comfort and dynamics are some of the key aspects that users take into consideration. Gestamp develops solutions that improve comfort and ease when using the vehicle, such as components that reduce vehicle noise and vibrations, and electrical systems that automatically lift or hold up the boot or that open doors with the highest level of safety thanks to a full range of sensors that help to prevent impacts.

Some of the main criteria users take into account when purchasing a vehicle regard drive experience, comfort and dynamics. This is leading to a rise in demand for components such as electric liftgate systems, noise and vibration reducing components, electric door systems, power assist steps and noise reducing tyres.

Gestamp has been working on these components for many years and it leads the way in the sector. They have long been components installed in top-of-the-range vehicles and SUVs, although it is expected that they will become standard in all cars within the next few years.

GESTAMP EV CONCEPT:

Electrification is an unstoppable trend for the automotive sector, with diverse factors driving it forward, the most important of which is the growth in urban populations and the improvement in the air quality there.

Gestamp's strategy continues to be always accompanying its clients to provide them with the best innovations for their vehicles, and in the case of EVs, to help these clients in their transition to the electric vehicle.

The Electric Vehicle area and R&D teams at Gestamp are offering diverse solutions, such as the new electric battery box and chassis components that integrate the new e-motors and satisfy traditional specification like durability, stiffness and strength but have to be optimized for noise transfer and energy absorption during crash due to the specific BEV architecture , as well as innovations with the use of different materials to reduce weight and provide appropriate solutions for the new electric platforms – the right materials in the right place.

ANNUAL REPORT 2022

Crash behaviour is different in BEV mainly driven by the increased weight and the low point of gravity of the battery system. Moreover, the increased mass of batteries also adds to the vehicle potential energy in a crash event. Gestamp has developed a wide range of BIW products to increase safety and also to protect the passengers in the vehicle from the batteries in a crash event.

It should be noted that we have collaborated on diverse types of mobility, not just electrification itself. Projects have thus been developed for cars that travel long distances, small cars for city driving and also the so-called "urban people mover" and "last mile delivery" concepts.

Gestamp Main Innovations

GESTAMP LABORATORY FOR AUTOMOTIVE COMPONENTS VALIDATION

G-Lab, Gestamp's Virtual Laboratory for Automotive Product Validation, is an R&D program that develops digital prototypes of its own vehicles in order to validate the behaviour of new BIW components and technologies.

This is the most relevant project focused on safety at Gestamp, since G-Lab is based on prevention as the main pillar throughout the design, development and manufacturing process of vehicle components.

G-Lab was born with the aim of obtaining the best result in virtual validation of all types of crashes and impact scenarios for the different vehicle segments. For this reason, the program allows full-vehicle crash simulations to be performed during the co-development process with customers.

Thanks to G-Lab, Gestamp offers the best BiW solutions in the new mobility scenarios, focusing on safety, lightweighting and sustainability. With these models, much of the development and testing can be evaluated by Gestamp in a virtual environment, thus speeding up the design, test and approval phases.

Gestamp has numerous virtual models of internal combustion engine (ICE), plug-in hybrid electric vehicles (PHEV) and battery electric vehicles (BEV). These models enable to anticipate the impact of new technologies, new designs and/or materials on the body-in-white and chassis and to assess them in terms of weight, performance and cost.

NEW MATERIALS

In a bid to develop new, safer and lighter products, at Gestamp we are conducting research into the development of new materials. We believe that the kind of structural materials used will gradually change in the years to come, with an increase in the use of aluminium, carbon fibre, new high-strength steels and multi-material hybrid structures.

  • High-strength and ultra-high-strength steels: The use of advanced high-strength steel and ultra-high-strength steel helps to reinforce vehicles to protect the passenger compartment in the event of an accident.
  • Aluminium: The use of aluminium reduces the weight of top-of-the-range models by applying aluminium solutions to skin parts and vehicle doors. Gestamp is already manufacturing battery boxes by using the most advanced crash alloys

  • Composites: Some manufacturers have used carbon composites to reduce the weight of top-of-the-range vehicles and improve efficiency. Due to the great need to reduce the weight of electric vehicles, we find more and more applications of these materials.
  • Multi-material structures: companies such as Gestamp are investing in new technologies and machinery to create multi-material structures as part of the existing manufacturing process and value chain. This formula supports the philosophy of the right-material in the right-place and paves the way for a wide range of innovations which make parts lighter, thus satisfying the need to reduce energy consumption and emissions.

TECHNOLOGY DEVELOPMENT

Gestamp R&D teams are continually innovating new technologies in line with our customer needs, to increase performance or reduce mass. This includes examples including the launching of new advanced cold-formed steels with increased strength properties that enable mass reduction, through the utilisation of extensive forming and chassis product development knowledge and experience. Development teams focus on innovative design approaches to deliver optimised and high performing products; increase fatigue life through design, minimising mass through in-house optimisation tools coupled with manufacturing experience to realise 10- 15% mass reduction, to the introduction of new paint processes to increase product corrosion protection for example.

In the hot stamping field, development of the new Ges-Multistep technology continued, optimising the process for different types of steel, including zinc materials with a new, improved corrosion protection coating.

New processes have also been developed that now enable hot stamping of a material with +25% strength. A laser post-treatment is required in the manufacturing of this material to give it sufficient ductility to achieve the best crash test results.

Three partial tempering methods are used to generate different mechanical properties along the length of a part in order to enhance performance in the event of a collision. New degrees of hardness/absorption have been achieved so that deformation is even further controlled.

Gestamp has managed to produce parts with soft-zones that feature different degrees of hardness and absorb the force of the impact by using different production processes

  • During forming (on the forming die/tool)
  • Generated after forming (post-treatment featuring an alternative heat source, laser, induction, Ges Softbend)
  • Generated before forming (in the heating furnace)

These developments position Gestamp as the most advanced supplier on the hot-stamping market, offering a wide range of materials with different strength and coating characteristics.

Gestamp has moved beyond steel to bring this hot-stamping technology to aluminium as well. The need to reduce vehicle weight had led some manufacturers to turn increasingly to aluminium for certain components such as doors, and chassis components on large/luxury vehicles.

The low level of formability and the high elastic recovery of this material in the conventional cold stamping process has prompted our R&D department to process hot stamping, which produces parts with a design that is very similar to those made of steel, but much lighter and with almost no elastic recovery.

Both materials can currently be used on Gestamp's hot-stamping lines, changing only the process parameters. By the end of 2022 Gestamp had a total of 100 hot-stamping lines installed.

New aluminium extrusion processes have been developed for the manufacturing of battery boxes, producing highly ductile, large cross-section profiles. This enables us to manufacture boxes with very light-weight frames to protect the battery.

PRODUCTS DEVELOPMENT

Product innovation at Gestamp comes from the application of new technologies to create lighter, more efficient components.

BIW

Extreme Size Parts

Gestamp has created two product families, GES-GIGASTAMPING tm and GES-ENERCONT tm.There is a clear growing trend in all Oem's for extreme size parts, fully aligned with ev challenges

Being leaders in hot stamping technology has allowed Gestamp to create new products of much larger sizes than those that currently make up the Body in White. Thanks to the reduction in the number of components, the complexity of the assembly processes in the manufacturers' manufacturing lines is reduced, minimizing their internal manufacturing costs.

These extreme size parts are designed to improve vehicle weight, CO2 footprint while maintaining safety.

With different mobility possibilities in mind, Gestamp has created the GES-ENERCONT, a family of energy containers. In the case of long range vehicles, Gestamp has developed a compact solution where the energy capacity has been maximized and with a valid design in steel and aluminium.

This product in combination with hot stamping extreme size parts offers a unique cell to body solution. With urban mobility in mind, Gestamp has created a lightweight and compact solution that uses not only aluminium but also composite materials.

Gestamp thus launches an innovative solution in which, thanks to the integration of functions, a battery box with few components and a large free capacity has been obtained to maximize the number of batteries in its interior.

CHASSIS

Use of fibre-reinforced composite materials in chassis products

On the Chassis project Gestamp, along with partners Ford ( lead ), the NCC and the University of Nottingham, came together to reduce the weight of three components in a Ford Transit, the bestselling van of all time. These were the front sub frame, front lower control arm and rear dead beam. This resulted in an average weight reduction across the components of 40% at an affordable cost target. This represents over 30kgs of weight saving from the current steel components. In this Project Gestamp employed their own 'In-House' topology and material utilisation optimisation tools to generate the novel CHASSIS concepts by placing the correct material, with optimal component geometry in the most advantageous position.

Gestamp Chassis 'Innovation in Composite Design ' 2022 industry awards

Gestamp worked in an Innovate UK project with Ford Motor Company investigating economically viable light-weight hybrid material structures.

This Project and team won the 2022 Composites UK 'Innovation in Design' award for the innovative composite design solutions implemented by Gestamp Chassis team within the Product designs.

The Project is demonstrating a new approach for

engineering practices that enable the next generation electrified vehicle technologies to be developed. Reducing the reliance on traditional engineering and materials will provide the efficiencies needed to provide a class leading weight optimisation for major CO2 reduction and simultaneous payload increase for commercial vehicles which can translate to all body on frame vehicles.

The opportunity to explore new innovative ideas, to reduce mass in chassis products, consolidates Gestamp's existing market leading position of Steel and Aluminium chassis structures, and is a further example of Gestamp's continual drive to use innovation as a means of progress, to be at the forefront of innovation in our sector, whilst working closely in collaboration with our customers.

Aluminium Chassis

In recent years, there has been a large shift towards sustainability and environmental focus with carmakers focusing on significantly reducing CO2 emissions toward a net zero goal. Gestamp is aligned with this commitment and supports the drive toward electrification with eco-friendly products and light weighting for Electric Vehicles (EVs).

ANNUAL REPORT 2022

Beside Steel, the application of other materials and the combination between them is playing a more significant role in the development of lightweight automotive parts. Aluminium is by far the most widely used non-ferrous metal in the world and, arguably, one of the most sustainable materials used within the current global automotive industry.

Historically, aluminium has been used for over one hundred years to produce light weight car bodies for improved performance and agility. However, the motivation for light weight chassis design has been driven by growth of Battery Electric Vehicles (BEV), particularly in China, with aluminium seen as a light weight metal that can be used to offset the increased weight from lithium-ion batteries. With typical weight reductions of up to 30%, when compared with the equivalent steel chassis structure, aluminium is seen as a sustainable enabler for light weighting.

Gestamp recognise that electrifying the automotive industry provides the quickest route to zero emissions and anticipated this global market shift and implemented a strategy to independently develop and validate in-house Aluminium Chassis design and manufacturing competences.

EDSCHA: Mechanisms/ Mechatronics

Powered Side Door

Edscha has developed a second generation of its Power Door. The first generation was awarded the Automotive Innovations Award 2021. In fact, Edscha offers a comprehensive system around the Power Door, including intelligent sensor technology that detects obstacles in the vicinity of the door and can stop the door in due time before a collision. Edscha also supplies the control unit (ECU). It is used to control the actuator by means of specially developed software and is also the link to the vehicle environment monitoring system, which also detects static and dynamic obstacles such as pedestrians and cyclists.

Edscha Power Frunk System

Edscha's Active Frunk is a solution specially tailored for electric vehicles. Where most vehicles today still have an internal combustion engine, electric vehicles have space that can be used for other purposes such as carrying luggage. The Active Frunk system Edscha allows to combines a powered system for fully automatic opening and closing of the front while keeping full functionality of the active pedestrian protection.

Edscha Power Sliding Door

When it comes to sliding doors, Edscha has many years of experience. A large number of precision-fit mechanical solutions for passenger cars and commercial vehicles have resulted from this know-how. Now Edscha has applied its extensive expertise in the field of powered flaps, lids and doors to the development of an electrically powered sliding door system. Edscha supplies the mechanical components, the electric drive for opening and closing the sliding door and other electronic components.

Participation in strategic events

After almost two and half years of pandemic mode due to the global COVID-19 epidemic, onsite events have slowly returned to the Gestamp calendar while 2022.

Even after the successful implementation of various digital event formats as customer webinars, Teams sessions and online conferences while 2020 and 2021, it has become clear that a balanced mix of online, hybrid and physical events will be the key of success to promote the innovations, technologies & products and stay in touch with the different stakeholders.

Also 2022, Gestamp has followed a strategic calendar including core events, conferences and further activities to reach target groups all over the world and in different regions. Besides that, Gestamp also participates in activities arranged by customers and other stakeholders such as universities, associations and business partners.

Technology Events and Public Fairs

A core pillar of Gestamp`s event portfolio are Technological Events and Public Trade Fairs. This type of event allows us to provide a more in-depth picture of our concepts and innovative developments addressed to a really technical and professional audience of the mobility sector, but also other related industries

In 2022 Gestamp's technical experts from R&D had the chance to attend several leading automotive conferences in the core regions as Europe, US, Japan and Brazil.

Regarding Automotive and Mobility Fairs, Gestamp has presented the latest innovations to the market and public, as well as strengthen its position as a leading international supplier of automotive components. One highlight is the International Supplier Fair in Wolfsburg. In the direct neighbourhood of Volkswagen, more than 900 leading automotive suppliers present their products, innovations and technologies to trade visitors, media and public.

Customer related events

As the first quarter of 2022 has been touched a little bit more by the COVID-19 situation we kicked the event calendar off with a customer online webinar. Later on, it has been possible to restart physical event formats with our clients. So, first in-house events at some OEM locations have been organized. In parallel, some clients stick to the online formats and invited Gestamp to join digital supplier days.

Gestamp Innovation Days

The Innovation Days hold by the R&D Teams in Gestamp R&D Center in Barcelona. The Business Units BiW, Chassis and Edscha (Mechanism & Mechatronics) presented their latest innovations and path breaking developments to their internal core stakeholders. A perfect example for knowhow transfer and internal close cooperation between the different teams.

3. ESG PERSPECTIVE

  • 3.1 ESG at Gestamp
  • 3.2 Stakeholder value creation
  • 3.3 Responsible supply chain management
  • 3.4 Ratings under ESG criteria

ESG PERSPECTIVE

3.1 ESG at Gestamp

Sustainability has been one of the strategic focuses of Gestamp since the very beginning, evidenced by the company´s commitment to designing and manufacturing parts that make vehicles safer for people and cleaner for the environment, helping reduce CO2 emissions throughout their lifespan.

In addition, Gestamp has implemented policies, management systems and procedures that have a greater impact on society and the environment, and reduce the negative impacts of its business activity.

ESG governing bodies

From an organisational point of view, and in order to promote policies and initiatives with a focus on the environment, society and good governance, in 2022 Gestamp:

  • strengthened the ESG Department, which reports directly to the company's Executive Chairman.

  • set up an ESG Committee, headed by the Executive Chairman and comprised of members of the company's senior management.

  • continued to hold Board of Directors' Sustainability Committee meetings.

Contribution to Sustainable Development Goals

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

In order to help achieve these goals, the company has followed the SDG Compass* guide, using it to determine which SDGs to prioritise based on Gestamp´s impact along its entire supply chain: design and development, manufacture, use and end of lifespan.

*Developed by the UN Global Compact, the WBCSD and GRI.

SDGs Contribution per SDG More information on Gestamp's
contribution to the SDGs in:
Gestamp designs and develops components that make
vehicles safer in the event of an accident.

Chapter on Operational Excellence
(Innovation)
Gestamp drives technological development and
innovation, as well as the efficient use of natural
resources. In addition, it safeguards human rights and
decent and safe work that ensures that no person who
works for the company is put at risk.

Chapter on Occupational Health and
Safety

Chapter on Operational Excellence

Chapter on Ethics and Regulatory
Compliance (Human Rights)
Gestamp strives to bring about a more sustainable and
inclusive automotive industry through its contribution to
technological development and employment creation.

Chapter on Operational Excellence

Chapter on Talent
Gestamp helps provide safe and more sustainable
transport systems.

Chapter on Operational Excellence
(Innovation)
Gestamp promotes the efficient use of natural resources,
works to reduce the waste it generates and mitigates the
adverse effects on the environment caused during the
entire lifecycle of its products.

Chapter on Environmental
Management

Chapter on Circular Economy
Gestamp fights against climate change by adopting
mitigation and adaptation measures.

Chapter on Climate Change

More information on Gestamp's contribution to the Sustainable Development Goals is available athttps://www.gestamp.com/Sustainability/Sustainable-Development-Goals

ESG strategy

In line with Gestamp´s ESG principles set out by the Company from the very beginning, in 2022, Gestamp drew up its 2025 ESG Strategic Plan. The plan is based around the sustainability pillars and initiatives that the company has already implemented and it reinforces the areas that produce most added value for the business and its stakeholders.

This plan takes into consideration global megatrends and risks, the main international and sectoral sustainability reference frameworks, the company's strategy, the double materiality study, the requirements of the company's main clients, and an analysis of the Company´s competitors and ESG rating agencies.

The Plan is made up of eight strategic areas for which quantitative objectives and initiatives have been set for 2025 and which affect all divisions and regions, where the company operates.

Each area of the plan has been specifically designed to add value and create a competitive advantage for the Group. In addition, the plan seeks to improve the management and/or reputation of the company as well as its risk management.

3.2 Stakeholder Value Creation

Gestamp aims to create long-term value for its stakeholders by striking up relationships and maximising the positive impacts these create for society and the environment, while also minimising and eliminating the negative consequences that its business activity may have.

This is why it is of utmost importance to be fully aware of the interests and expectations of the different stakeholders by maintaining channels of dialogue and communication that help build close, transparent relationships that are based on trust and that allow Gestamp to make business decisions accordingly.

Main
Stakeholders
Channels of
Communication1
Indicators of value creation Related chapters
Employees Corporate intranet, internal
newsletters, suggestion
box, whistleblowing hotline,
performance evaluation
tools, direct contact with HR
in the workplace, social
media
42,670 employees
93 nationalities
27,5 hours of training per employee
27% women in structure posts (Plant
Office & Corporate functions).
6,60% salary gap
1,625,8 M€ staff costs

Chapter on Talent

Chapter on Health and
Safety

Chapter on Local
Communities
Customers Customer platforms,
periodic meetings and
audits, co-designs,
customer and sector
events, daily operational
contact in each production
plant
10,726,4 million of euros of revenues
13 R&D centres
72.99M€ spent on innovation
1,300 patents, utility models and
applications.

Chapter on Operational
Excellence

Chapter on Climate
Change
Suppliers Digital platform for
suppliers, contractual
specifications, special
collaborations, recurrent
meetings, direct local
contact
€8,639 m on purchases
19,866 suppliers with invoicing
95% local suppliers

Chapter on ESG
Perspective (Responsible
Supply Chain
Management)
Regulatory
Bodies
Lobbying; national,
international and sectoral
association events
Participation in 51 local and
international associations and bodies
Alignment with CNMV
recommendations on good
governance

Chapter on Local
Communities

Chapter on Ethics and
Regulatory Compliance
Financial
Community
Conferences, roadshows,
site visits, meetings, ad-hoc
calls, questionnaires, Capital
Markets Day, participation
in ESG ratings, reports and
conference calls on
quarterly financial results
Elegibility under EU taxonomy
-Revenues: 2.32%
-Capex: 11.79%
798.5M€ Capex
ESG ratings above sector average
16.2% Scope 1&2 emissions reduction
(base year 2018)
20% renewable electricity consumed

Chapter on Economic
Strategy

Chapter on ESG
Perspective (ESG Criteria
Ratings)

Chapter on Risk
Management

Chapter on Climate
Change
Civil Society
and Opinion
Makers
Press releases and social
media; participation in
industry forums, talks and
events; social action and
volunteer work
236 social action initiatives
€1.21m invested in social action
808 employees engaged in volunteer
work
147 project partners

Chapter on Local
Communities.

1 In addition to these specific channels, Gestamp also has its company website: www.gestamp.com

3.3 Responsible Supply Chain Management

The automotive sector is characterised by an increasingly more complex supply chain that require robust internal systems and procedures to manage suppliers, subcontractors and collaborators globally, in a responsible manner.

Gestamp boasts a purchasing process that entails everything from registration and standardisation to managing and negotiating tenders for the concession and hiring of services and products, and it is based on the following pillars:

  • Contracting that guarantees production supply and an efficient supply chain.
  • Assessment of the innovation and operational quality and excellence of every contract awarded.
  • Selection of suppliers based on the principles of concurrence, objectivity and professionalism.
  • Awarding of contracts based on need, suitability and quality.
  • Ensuring the traceability of the purchasing process and upholding the commitments taken on.
  • Passing the same highest standards in terms of the environment, society and ethics onto our suppliers.

The company also has General Purchasing Terms that govern all facets of the process, including placing the order, delivery and execution, invoicing, and rights and responsibilities, among other things.

Gestamp has a General Purchasing Department, responsible for establishing the systems, procedures and standards used by the company to manage the supply chain, which apply to the whole Group. Moreover, the purchasing managers, located in Plants, Divisions and Corporations, oversee compliance with Gestamp's principles and ensure that all legal, quality and sustainability requirements are met.

Data:

  • 8,639 M€ in purchases
  • 19,866 suppliers with invoicing
  • 95% of suppliers are local (Local suppliers are those that supply plants in a single country)

Supplier management and evaluation

Suppliers all over the world are managed via Gestamp's Supplier Portal, with this forming part of the shared tool used by all companies in the Group to manage purchases.

In addition, on a local level, each production plant has a close relationship with the suppliers in the community that is based on trust and commitment.

The company effectively and consistently evaluates the performance of suppliers and ensures that the supply chain meets all the automotive industry's requirements, as well as all local and international legal and regulatory standards, a key element in guaranteeing the continuity of the business.

This goal of this management system is to:

  • Monitor the performance of suppliers in a systematic and objective way.
  • Comply with local and international legal requirements and sector regulations and check that suppliers also observe all relevant regulations.
  • Achieve greater transparency in the supply chain regarding both direct and indirect material suppliers.
  • Facilitate risk management and product acquisition activities.
  • Ensure the sustainability of the business, customers and suppliers.

Supplier risk management

The supplier risk management system establishing a supplier risk profile adjusted to Gestamp´s needs. At first glance, the company can assess whether the supplier is suitable to work with Gestamp or whether any additional action is required to assess whether the risk detected can be assumed if successfully awarded the contract. By considering a number of different risk factors, the supplier risk management model provides the visibility needed to be able to react swiftly and efficiently in the event of any uncertainty or change in the market.

During the first three quarters of 2022, only Gestamp's strategic suppliers were included in the GoSupply risk monitoring system. A strategic supplier is one that requires a more exhaustive monitoring given the product and/or service they provide and their large invoicing amount. In the final quarter, this supplier risk monitoring model was extended to include all Gestamp providers in the system, which now allows the company to evaluate suppliers by their company type.

Quality in the supply chain

The quality of the components that Gestamp produce, mostly depends on the quality of the goods and services provided by the raw material and components suppliers. Therefore, Gestamp rates each of its suppliers in terms of quality on both a production and corporate level.

Each year, the company undertakes on-site audits of its suppliers in order to control and monitor their capacity to meet Gestamp's requirements and standards.

These audits are prioritised according to the supplier risk, which is evaluated using a risk matrix based on an internal model that complies with the IATF 16949 and VDA standards. In 2022, 166 on-site supplier audits were conducted, 34% of which received the top rating (grade A), 56% earned an average rating with room for improvement (grade B) and 10% of which did not meet Gestamp's standards and were thus required to implement the relevant action plan.

Out of the suppliers that were audited on more than one occasion in the past two years, 46% obtained a better rating in the latest audit.

Sustainability in the supply chain

The Ethical, Social and Environmental Requirements for Suppliers of Goods and Services , must be complied with by all Gestamp Group suppliers and their employees, as well as any subcontractors, regardless of the country in which they provide their services.

These requirements were updated in 2022 and cover the areas of human rights, labour standards, business ethics, environmental protection and safety, among others.

In addition, under the General Purchasing Terms, suppliers undertake to fulfil the UN Global Compact.

The quality audits assess ESG criteria while taking into account more in-depth aspects of the suppliers' environmental performance – such as legal compliance, environmental management

systems and training – as well as human rights, occupational health and safety and anticorruption and bribery policies.

Gestamp earned an A in the Supplier Engagement Rating given by CDP.

Responsible purchasing of raw materials

In 2014, Gestamp implemented a Conflict Mineral Policy which obliges suppliers to act in accordance with laws on the responsible procurement of minerals2 , and to apply and undertake legally required investigations into minerals coming from conflict areas. If they find any impact caused by such minerals, suppliers must report on the affected minerals and carry out actions to find alternative sources of supply as soon as possible.

Gestamp follows the recommendations of the Responsible Minerals Initiative and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. Through these actions, Gestamp aims to identify and assess the risks found along the supply chain by requesting that suppliers complete the Conflict Minerals Reporting Template (CMRT) for tin, tantalum, tungsten and gold, and the Extended Minerals Reporting Template (EMRT) for cobalt and mica. As such, when required by any stakeholder (mainly customers or regulatory authorities), Gestamp has access to all the information regarding their management.

Transition to the new purchasing model

During 2022, and as part of the company's new purchasing model, Gestamp began transitioning to a new purchasing system, SAP Ariba. All regions will be affected by this change, which is being implemented gradually and expected to be completed by the beginning of 2023, with 72% of the company having already completed the transition.

This global tool will help increase standardisation and give greater control over purchasing processes. In addition, this system will also be integrated into the GoSupply platform in order to ensure that supplier risk assessment criteria are considered when taking decisions.

2 *Dodd-Frank Act and Regulation (EU) 2017/821.

3.4 ESG Criteria Ratings

Gestamp participates in evaluations by a number of ESG rating agencies, achieving scores that are above the sector average.

These scores are of growing importance not just to investors, analysts and financial institutions, but also to customers, as they are a true reflection of the company's performance in sustainability.

4. ENVIRONMENTAL

  • 4.1 Environmental Management
  • 4.2 Circular Economy
  • 4.3 Climate Change
  • 4.4 EU Taxonomy

4.1 Environmental Management

The environmental management carried out by Gestamp is comprehensive. Environmental criteria are applied at every stage of production, from the selection of suppliers and optimisation of raw materials to the management of the necessary energy consumed in manufacturing components and management of waste and of greenhouse gas emissions in the product usage stage.

Environmental policy and management

In order to control and minimise the environmental impact of its activity, Gestamp has established an Environmental Policy that requires the following from all its production centres:

  • Implementation and maintenance of a certified Environmental Management System in accordance with international standards (ISO 14001 or EMAS).
  • Quarterly reporting of the main environmental aspects through a management tool for monitoring environmental performance, identifying improvements and sharing the implementation of best practices. In this way, the data from all the production centres on water consumption, raw material consumption, waste management, waste production, energy consumption, environmental incidents and best practices is reported to Corporate, which audits it and carries out comprehensive monitoring of its evolution at each of the centres and for the Group as a whole, based on the following key indicators:
    • o WPI. Waste Production Index
    • o WMI. Waste Management Index
    • o WCI. Water Consumption Index
    • o CO2 EI. CO2 Emission Index

Certifications and Human, Technical and Economic Resources

Certifications and audits

At 31 December 2022, 93% of the Group's plants were certified in accordance with the ISO 14001:2015 standard and/or EMAS. 4 new certifications were obtained during the year: Edscha Michigan, Edscha Chongqing, Gestamp Chattanooga and Gestamp Chelsea; and the Cannock plant, which had the certificate, has been closed.

Each plant is audited both externally and internally every year. In order to carry out internal audits, the Group encourages cross audits in which two specialists from two plants audit a third plant in order to share experiences, replicate solutions, propose improvements, etc. This project is currently implemented in plants in Spain, Portugal, Germany and Brazil.

Furthermore, internal audits have been carried out in all plants that are included in the scope of the Zero Waste certification.

In 2022, both internal and external on-site audits have resumed, after the break suffered due to the limitations imposed by COVID19.

Resources earmarked for environmental prevention: people, provisions and guarantees

Gestamp has a professional team dedicated to complying with environmental requirements both at the corporate level and at each of the production plants. Environmental technicians report quarterly to the corporate team, who monitor and evaluate the indicators.

All investments in systems, equipment and facilities in relation to the protection and improvement of the environment, as well as any expenses incurred with regard to the protection and improvement of the environment are set out below:

2020 2021 2022
Environmental investments
(thousands of €)
5,036 4,520 5,046
Environmental expenses
(thousands of €)
1,091 1,685 1,965

Regarding environmental risks, Gestamp makes financial provisions to cover their implementation. Additionally, the company has guarantees in the form of insurance that can cover the occurrence of environmental risks:

  • Environmental Liability Insurance
  • Third-Party Liability Cover for Sudden and Accidental Pollution in the General Third-Party Liability policy.

During 2022, there has been no environmental incident that has affected the exterior surface of any plant, therefore the activation of the guarantees of the Environmental Liability Insurance .that the Group has contracted has not been required.

Protected areas and biodiversity

All of Gestamp's production plants are located in urban and industrial areas.

In 2022, detailed analysis has continued to be conducted of the situation of the production centres in relation to nearby protected areas. The study concluded that, although 69% of our plants are located in an area close (<5km) or adjacent to a protected natural environment, given the characteristics of the production processes of Gestamp, the risk of affecting the natural environment is very low in 88% of these plants.

According to the internal risk assessment, the risk is considered to be high in plants with industrial surface treatment processes that release their waters into public waterways. Only 8 plants3 in the Group meet these conditions and, through internal audits, the necessary controls are carried out to ensure that they have implemented an accident/environmental incident prevention plan that minimises the occurrence of a possible event.

As a residual risk, Gestamp controls environmental noise and light pollution within the operational control of the environmental management system certified under ISO 14001 and/or EMAS.

In parallel, as part of Gestamp's commitment to biodiversity protection, the company is voluntarily participating in two external initiatives:

European Commission EU Business @ Biodiversity Platform

For many years, Gestamp has worked with pioneering companies to develop tools that help integrate biodiversity into different business models which are currently in place. The work focuses on three main areas:

  • Natural capital: helping integrate biodiversity into decisions of the company.
  • Innovation for Biodiversity and Business: developing tools for assessment and sharing and identifying opportunities and best practices.
  • Financial Institutions: forum for dialogue between financial institutions to integrate biodiversity and natural capital into trends in financial activities.

Participation in Nature Business Ambition

In 2022, Forética launched the business leadership initiative Nature Business Ambition in which Gestamp participates, in order to boost ambition, promote action and build alliances

3 The aforementioned plants are in Argentina, Brazil, China, France, Mexico, Portugal and Spain.

to help towards the recovery of nature and biodiversity as key factors in achieving a "Nature positive" planet by 2030:

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

4.2 Circular Economy

Position on Circular Economy

Gestamp understands circularity as one of the key pillars of the company's sustainability, firstly because it helps reduce mineral extraction (mainly iron and aluminium), one of the greatest environmental impact points of the life cycle of Gestamp's product and therefore of its Scope 3, and secondly, because it enhances the optimisation of its waste management.

Gestamp promotes responsible practices, with 98%4 of its waste recycled, reused and valued.

Within the coexistence between the circular and linear economy models, Gestamp considers the purchase of steel with a high content of recycled material as a way to reduce its scope 3 emissions (emissions from the value chain), which make up approximately 95% of its total emissions (76% if only the acquisition of goods and services (category 1 of scope 3) are considered).

In addition, green steel produced in an electric furnace mainly includes a higher percentage of recycled material, which means a significant reduction in CO2 emissions.

Gestamp is currently facing significant challenges related to steel with a high content of recycled material and green steel: its availability is determined by the decarbonisation strategies and investments of the main suppliers, it involves an additional cost, and it requires approval to ensure the technical and quality requirements of its customers.

Similar difficulties are also encountered in the purchase of aluminium and other composite materials.

As part of its commitment to the circular economy and despite the challenges described, in recent years Gestamp has undertaken a series of measures and initiatives:

  • Agreement with ArcelorMittal (2021) to start using 'XCarb' green steel certificates.
  • Partnership with ArcelorMittal (2022) for the production and approval of low emission steel parts.
  • Meetings with strategic suppliers to position itself as a major player in order to ensure the availability of green steel and steel with a high content of recycled material.
  • Collaboration with customers to align with their expectations and requirements.

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

Of note in 2022 was Gestamp's acquisition of 33.3% of the Gescrap Group, specialised in metal recycling. With this transaction, Gestamp has taken a step further to promote circularity in its business model, promoting the use of its scrap in the production of low-emission steel.

4 Plants within the scope of the "0 waste" and "towards 0 waste" certification

Gestamp in the vehicle life cycle

Stages Processes How does Gestamp help?
1) Vehicle design
and development
stage

Design and choice of
components.

Vehicle life-cycle
assessment
Through the R&D departments and
technological developments, in conjunction
with suppliers, Gestamp offers solutions for
reducing the weight of the parts the company
manufacture, which is a key factor in reducing
the emissions generated during a vehicle's
useful life.
2) Manufacturing
stage

Extraction and processing
of raw materials.

Production of vehicle
components.

Vehicle manufacturing.
Gestamp uses environmental and social criteria
when selecting suppliers of raw materials and
components.
As automotive component suppliers, the
company focuses on the following in carrying
out its activities:
-Optimising the consumption of raw materials
and natural resources.
-Optimising production processes and logistics.
-Energy efficiency.
-Seeking the best solution from an
environmental perspective when managing
waste.

Analysis of product life-cycle as a strategic element

In an environment where a common language becomes necessary when measuring the impact of a product on the environment and society, Gestamp is committed to life cycle assessment as a differentiating factor in the development of its parts.

These analyses:

  • provide a global perspective of the complete life-cycle of products in the development phase.
  • make it possible to show the impact on use and end of useful life, which is decisive when co-designing a part.
  • help highlight and reliably quantify the Group's circular strategy.

Despite the fact that the analyses carried out to date have focused on the global warming potential (GWP) and on intermediate analyses of the product's life cycle (Cradle to Gate & Gate to Gate), Gestamp considers the possibility of including other categories of future environmental impact such as resource depletion and human and ecological toxicity, as well as promoting full product life cycle assessment.

In a pioneering way in the sector, a tool for measuring product carbon footprint (PCF) called "Green Tags" has been designed internally in the Chassis Division. This tool uses a scientific approach and corresponds exactly to the design and costs associated with the product, instead of using an estimate of them in the calculation as with other market tools.

This system makes it possible to extract the exact data from the "Chassis Business Case", such as the raw material used, the processes carried out, the logistics and the energy consumed, and calculates the CO2 footprints for these inputs (Gate to Gate analysis). This quickly provides an initial accurate analysis of the carbon footprint in the entire product portfolio of this division.

Sustainable use of resources

WATER

Water is a limited natural resource for which Gestamp has savings and efficiency plans.

Water consumption at our production plants is predominantly for domestic use. At plants where surface treatment processes take place, such as painting or galvanising parts, or hydroforming processes, there is an industrial use of water. Only 29% of the Group's centres have such a process.

To monitor the development of water consumption, we use the Water Consumption Index, WCI, which measures the m3 of consumed water/€100,000 of added value. The significant variation experienced in this index depends on the part being painted, which directly relates to the projects being worked on with the customer at any given time.

The painting of skin parts, which will eventually be placed on the outside of vehicles, involves certain quality requirements that make it essential to frequently change the baths on the cataphoresis lines. As such, there is a considerable increase in water consumption. Conversely, the baths can be reused in the treatment of structural parts, which entails a low water consumption and a reduction in the WCI.

During2022, activity has recovered after the hiatus caused by the COVID-19 crisis in 2020 and chips in 2021, thus increasing both water consumption and added value. However, water consumption increased at a lower rate than added value as a result of the saving measures implemented in the production centres and, thus, Gestamp has achieved a reduction in the Water Consumption Index.

Water consumption according
to the source (m3
)
2020 2021 2022
Public Network 1,329,641 1,383,704 1,584,713
Surface Water 240 241 240
Underground Water 244,504 255,162 206,835
Total 1,574,385 1,639,107 1,791,788

Although currently it cannot provide global data on discharge that includes all its centres, it estimates that 10% of water consumption evaporates in production processes and other losses, so 90% of water consumption would be considered as discharge.

Most of the plants discharge in a controlled way into the sewer system where adequate treatment is received through wastewater treatment plants.

In addition, very strict controls are applied to ensure that the quality of the water discharge is sufficient to meet all legal requirements in accordance with the applicable regulatory laws depending on the country and to minimise any possible impact. Specifically, all plants with painting lines have physical-chemical treatment for wastewater.

Water consumption in water
stress areas (m3
)
Reference level 5 2021 2022
India Extremely high 41,502 79,477
Mexico High 139,463 138,638
Portugal High 24,566 29,628
Spain High 202,418 207,490
Total 407,948 455,233
% of total consumption 25% 25%

Gestamp is implementing water monitoring systems to reduce its consumption and promote its recirculation and recycling in plants with production processes with intensive use of water and in regions with water stress:

  • in plants with processes such as hydroforming or painting parts, through, for example, closed circuit systems in which water is reused for long periods of time.
  • in regions where the risk of water stress is high, through water recycling systems, such as the case of the Chennai plant, India, where they use 41 m3 of treated water per day in the water treatment plant for gardening purposes.
Water Consumption Index Evolution 2020 2021 2022
Water Consumption Index (m3 of water consumed /100,000 euros of added value) 61 59 54

In addition, since 2015, it has been completed the CDP Water Disclosure questionnaire, specifically on water issues, publicly disclosing our water footprint and providing information on the different aspects in managing this resource. The rating obtained in the CDP Water 2022 was "B-", in line with the score for companies in the Metal Sector.

CDP 2022 Water Score Score (A, B, B-, C, C-, D, D-)
Gestamp B
Average of Metal Sector Companies B-

RAW MATERIALS

The manufacture of Gestamp parts requires the use of raw materials (steel, non-ferrous metals) and auxiliary materials (wire, welding gases, oils, etc.).

Raw materials represent approximately 44% of the Group's sales in the last three years, and steel represents around 91% of raw material purchases. In 2022, approximately 60.2% of the steel purchased in the Group was purchased through vehicle manufacturers' resale programmes, i.e. the manufacturer directly negotiates the price of the steel used to manufacture its parts with the steel suppliers.

5 The National Water Stress Rankings of the World Resources Institute (2019) were taken as a reference.

Furthermore, plants are constantly working on the characteristics of the procured materials, striving to gradually improve the way they are used, replacing oils and toxic or hazardous chemicals with other, less hazardous products or products that have a lower impact on the environment or human health.

Steel and aluminium are the most commonly used raw materials in our production processes, representing a weight of 96% and 3% respectively, in relation to the total materials consumed. Gestamp is working to reduce all this consumption by identifying and implementing good practices.

To a lesser extent, representing 1% of total consumables, products such as oil, paint and chemical products required as auxiliary materials are used in the production activities in the plants.

Efficiency in processes, quality, product and tool design are fundamental in order to optimise and reduce raw material consumption. Therefore, Gestamp monitors all of this every quarter by means of different management systems of the Group controlled by the plants, divisions and corporate from different perspectives, in addition to the environmental perspective, such as the areas of finance, purchasing, quality and the technical office, with the ultimate goal of achieving operational excellence.

Consumption of Raw Materials and
Procured Materials (% Tn)
2020 2021 2022
Steel 96% 97% 96%
Aluminium 3% 2% 3%
Other procured materials: 1% 1% 1%
Paint 0.08% 0.05% 0.05%
Oil 0.06% 0.05% 0.06%
Binder agent 0.08% 0.09% 0.03%
Welding wire 0.27% 0.26% 0.19%
Electrodes 0.01% 0.01% 0.01%
Chemical products 0.09% 0.09% 0.06%
Welding gases 0.41% 0.44% 0.60%
Steel consumption per region (tonnes) 2020 2021 2022
Europe 1,737,760 1,485,081 1,540,072
North America 533,873 1,112,524* 541,567
South America 214,775 250,737 282,541
Asia 233,415 188,349 274,452
Total 2,719,823 3,036,691 2,638,632

*The inter-annual variation in the case of North America is due to a rectification in the 2022 calculation system. The trend of the years prior to 2021 is maintained.

Waste management

In 2022, a total of 51,016 tonnes of waste was generated, not including scrap metal. 26,982 tonnes represented non-hazardous waste and 24,034 tonnes hazardous waste.

Of the total of non-hazardous waste, 95% corresponded to scrap metal. Scrap metal is a waste product that is 100% recyclable. Its reintroduction into the steel production process contributes to closing its life-cycle in accordance with the circular economy model.

Types of waste generated (Tn) 2020 2021 2022
Hazardous Waste 32,993 23,289 24,034
Non-Hazardous Waste 21,585 23,222 26,982
Scrap 927,340 998,309 959,696
Total 981,918 1.044,820 1,010,712

Non-hazardous waste

The most frequently generated non-hazardous waste categories are wood, solid urban waste and paper/cardboard:

Type of waste (%) 2020 2021 2022
% % % Tn
Wood 37% 33% 31% 8,467
Solid urban waste 24% 25% 25% 6,803
Paper/cardboard 12% 13% 11% 3,069
Non-hazardous sludge 3% 4% 4% 1,122
Other non-hazardous metals 5% 12% 12% 3,098
Other non-hazardous waste 4% 8% 2% 537
Plastic containers 3% 3% 3% 906
Non-hazardous oil 13% 2% 2% 391
Process furnace waste 1% 52
Inert waste 9% 2,538

Hazardous waste

In the hazardous waste category, the most frequently generated type is contaminated water, sludge, used oils and contaminated materials (cloths and gloves stained mainly with oil).

ANNUAL REPORT 2022

Type of hazardous waste 2020 2021 2022
% % % Tn*
Polluted water 73% 69% 74% 17,833
Used oil 11% 8% 4% 1,063
Sludge 6% 8% 8% 1,903
Other waste 4% 6% 1% 350
Contaminated material 2% 3% 3% 786
Used oil filters 0% 0% 0% 36
Blasting dust 2% 2% 2% 421
Cutting oil 0% 1% 3% 664
Welding powder 1% 1% 1% 137
Contaminated packaging 0% 1% 1% 171
Chemical products 1% 326
Others 1% 1% 1% 341
Electronic and electrical devices 0.3% 0.2% 0.2% 67
Mastics 0.2% 0.4% 0.4% 132
Welding filters 0.2% 0.1% 0.1% 41
Toner 0.04% 0.07% 0.01% 2
Solvents 0.05% 0.1% 0.2% 63
Medical waste 0.01% 0.02% 0.05% 14
Fluorescents 0.01% 0.02% 0.01% 7
Batteries 0.03% 0.1% 0.01% 7
Aerosol sprays 0.02% 8

*Due to rounding of decimals, the sum of tonnes generated by category and the total sum of tonnes may not be exact. There are additional breakdowns for the category Others that have not been included because they are not relevant in magnitude, so the total amount of tonnes broken down shown in the table is lower than that reported in the consolidated figures.

Gestamp works to reduce this waste at the plant; in particular for wastewater, of note is the following practice that was carried out in 2022:

Sustainable water management: Reduction of the pollutant load of cleaning water

The Gestamp Tool Hardening plant has managed to reduce the pollutant load of cleaning water of the plant for its subsequent incorporation in the water cycle.

Since soil cleaning water is the main waste generated by the plant and considering the difficulty in managing the pollutant load, GTH carried out, with the help of the competent authority, a project to reduce the pollutant load of soil cleaning water and allow management through the existing separator, which already treated other process water.

Relevant milestones:

  • Correct settling and filtering of solid particles, avoiding their entry in the separator.
  • Structural adaptation of the separator to ensure its correct maintenance.
  • Search for the pumping system that does not generate emulsion.

  • Testing of cleaning products that respects the phases of the pollutants.
  • Ensure that products used in production do not interfere.

Benefits of implementation:

  • Minimisation in the generation of waste of more than 30 tonnes/year, which will allow GTH to be classified as a small waste producer, with 100% internal management of it.
  • Less space needed for storage, allowing a reorganisation of the warehouse.
  • Reduction in authorised manager trips to our facilities by >83%.

Plastics

During 2022, Gestamp collected 906 tons of plastic containers, of which 83% is recycled and 4% is sent to energy recovery treatments, the other alternatives being, for example, sending to a landfill, the last of the recycling options of final destination for this waste with only 13%.

Waste-related indexes

Group-wide, the company work with two indexes that show the trends in waste generation and management. During 2022, as a consequence of the recovery of the business after the fall caused in 2020 by the COVID crisis and in 2021 by the chip crisis, the added value has increased to a greater extent than the waste production, therefore the index Waste production has decreased compared to the previous year. However, the general price rise in waste management costs prevents the Waste Management Index from decreasing to the same extent.

2020 2021 2022
Waste Production Index (tonne of waste/€1,000 million euros of added value) 21 17 15

* Since the added value has increased (11%) compared to last year, and maintaining the trend in the generation of total waste, the reduction in the index becomes more notable.

Waste Management Index Evolution 2020 2021 2022
Waste Management Index (cost of waste management in thousands of euros/€10
million euros of added value)
19 19 19

Final destination of waste and Zero Waste Certification

In 2022, Gestamp continued to maintain the AENOR Zero Waste certification which it obtained in 2021, highlighting its Circular Economy model, capable of reintroducing the waste it generates back into the value chain.

The Zero Waste Regulation takes into account two types of certifications:

  • Zero Waste. Recovery of more than 90% of waste (excluding scrap metal)
  • Towards Zero Waste. Recovery of more than 60% of waste (not taking scrap metal into account)

The verification, which has been carried out online and in person at all the plants within the certification perimeter in India and Brazil, has proven that the waste management systems of 63% of the Group's plants meet the requirements for the existence of complete traceability of waste. This monitoring includes, from its generation to its delivery to a manager for its recovery, ensuring the non-existence of waste with final destination to landfills and verification of the legal requirements associated with the waste management process.

Out of the percentage of verified plants, 15% obtained the Zero Waste certification (more than 90% of waste) and the remaining 48% meet the requirements for Towards Zero Waste (more than 60%).

The follow-up audits also highlighted the high level of collaboration and involvement of all participating staff in the process of implementing the scheme, the tidiness and cleanliness of the waste storage areas in all the plants audited, and the integration of some specific requirements of the Zero Waste Management System into the ISO 14001 Environmental Management Systems.

Recycling and recovery of materials
Scrap 100%
RECYCLING AND RECOVERY
OF MATERIALS
Inert residues 98%
Hazardous used oils ਰੇਤੇ ਅੰਤਰੀਆਂ ਦੀ ਤੇ ਵੱਡੀਆਂ ਦੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ ਵੀ
Paper and carton 90%
WASTE Energy Recovery
RECOVERY Chemicals 69%
Polluted material 63%
Solvents/thinners 60%
Adhesives/mastics 26%
ENERGY
REUSE
RECOVERY Reuse
Other non hazardous metals 30%
ZERO WASTE
16
■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■
PLANTS
98% SCRAP 2% other waste
100% Recycling and
material recovery
>90% Recycling and
material recovery
MOVING TOWARDS ZERO WASTE
98% SCRAP
100% Recycling and
material recovery
2% OTHER WASTE
>60% Recycling and
material recovery

If scrap is included in these percentages, it is achieved that 98% of the total waste has recycling, reuse or energy recovery as its final destination.

Final Destination of Waste * 2020 2021 2022
% % % Tn
Recycling 98% 98% 98% 681,096
Reuse 0.3% 0.2% 0.2% 950
Landfill 0.6% 0.8% 0.5% 2,826
Energy recovery 0.3% 0.3% 0.5% 2,665
Other 1.4% 0.7% 0.8% 4,231

*Includes scrap. Plants within the scope of the "0 waxte" and "towards 0 waste" certification (77% of plants included in the scope for environmental indicators).

4.3 Climate Change

For Gestamp, Climate Change is one of the biggest global challenges currently faced by humanity, however it is also a source of great opportunities which call for innovative solutions, investment and new commitments in the short, medium and long term.

Gestamp tackles the challenge of sustainable mobility and the sector decarbonization while understanding that all agents in the value chain must be involved and work together in order to build alliances to achieve common and more ambitious goals.

In 2020, Gestamp announced emission reduction targets for 2030 validated by SBTi: reduction of 30% of scope 1 and 2 emissions and reduction of 22% of scope 3 emissions (base year 2018). In 2022, Gestamp has worked on a new strategy to fight against Climate Change as required by regulations, such as the EU target to become climate-neutral by 2050 and the GHG reduction targets set by its customers.

To define this strategy:

  • A multidisciplinary working group led by ESG Management has been set up in which the Environmental, Purchasing, Energy Efficiency, Commercial and Operations departments have been involved.
  • The targets and timeframes for neutrality of automotive manufacturers and their requirements regarding greenhouse gas reduction in production processes have been analysed.
  • The most intensive sources of emissions have been studied in depth for all production plants, by both type of facility and type of fuel.
  • The feasibility of establishing emission reduction measures for the 3 scopes over time has been analysed in both technical and economic terms.

Climate-neutral targets:

  • Gestamp will be neutral in scope 2 by 2030.
  • Gestamp will be neutral in scope 1 and scope 2 by 2045.
  • Gestamp will be neutral in scopes 1, 2 and 3 by 2050 at a global level.

These commitments to neutrality are combined with a detailed decarbonization road map with intermediate targets for both scope 1 and scope 2 for 2025 and 2030.

In 2023 the company will reinforced measures focused on the reduction of scope 3 emissions, indirect emissions with less control capacity.

Contribution to the decarbonization of vehicles through their lifespan:

For many years Gestamp has contributed to emission reductions of vehicles by making their parts lighter, leading to an increase in fuel efficiency consumption and therefore reducing CO2 emissions. To this end, the R&D department includes an analysis of the carbon footprint of the parts and the impact within the vehicle's lifecycle.

Furthermore, Gestamp helps its clients in the challenge of electrifying the sector and their transition to electric vehicles by offering technological solutions that enhance autonomy and safety.

In accordance with the recommendations provided by the Task Force on Climate-Related Financial Disclosures (TCFD) working group, and becoming a supporter of the initiative in 2022, Gestamp has worked on climate change-related disclosure in its four topic areas: governance, strategy, risk management and metrics and targets.

Gestamp has an A- score in the international Carbon Disclosure Project (CDP) initiative.

Governance

Gestamp consider climate change as a challenge that must be addressed at the highest level within the company. To this end, it boasts governing bodies which are responsible for promoting, approving and monitoring Climate Change risks and opportunities analysis as well as the climate change mitigation and adaptation strategy within the Group.

  • Board of Directors- responsible for the supervision and control of the sustainability strategy of the Group which comprises all climate-related matters.
    • o Sustainability Committee- set up within the Board of Directors and made up of members of this board. Its functions involve proposing, reviewing and assessing the ESG strategy, which includes climate change-related matters, and submitting this strategy to the Board of Directors.
  • ESG Committee- made up of the Executive Chairman and members of the Senior Management of the Group, its main role is to approve ESG goals, including decarbonization goals upon submission to the Board of Directors, as well as monitoring the various action plans.
  • ESG Corporate Department- reporting directly to the Executive Chairman of Gestamp since 2022, this is the department responsible for defining the ambition of Gestamp's decarbonization strategy and ensuring that it is in line with the expectations of customers, regulators, investors and society in general.
  • Climate Change working group- set up in 2022 and made up of experts from the Environmental, Energy Efficiency, Operations, Purchasing and Commercial departments. This is an operational working group led by ESG Management which is responsible for defining the emission reduction targets and measures of the company in response to climate change risks and opportunities.

Given the size, complexity of the operating structure of the Gestamp Group and the importance of ESG matters, organisational functions are required within the Group to coordinate and manage activities related to climate change in all companies, business divisions and regions of the Group.

  • Corporate Environmental Department- this is the function responsible for controlling the achievement of environmental objectives and collecting the main indicators from plants such as energy consumption, water consumption, raw materials and waste production every quarter; and calculating the carbon footprint of the whole Group.
  • Energy Efficiency Department- controls the real-time energy consumption of the main plants of the Group using a tool developed by an external company.
  • Corporate Purchasing Department- responsible for setting up the renewable energy purchasing strategy, which is key to achieving the scope 2 emission reduction targets.

Strategy

The automotive and components manufacturing sector is faced with a great deal of climate challenges as a result of the Paris Agreement; at a European level the climate-neutral targets for 2050 set out by the European Green Deal; the Fit for 55 package of measures to reduce emissions by at least 55% by 2030; the ban on manufacturing combustion-engine cars from 2035; and the Nationally Determined Contributions (NDC) of various countries.

Furthermore, these regulatory frameworks highlight the need to proceed with a fair transition model, endeavouring to not leave anyone behind.

In addition, climate change gives rise to an increase in temperatures and extreme weather phenomena, as well as loss of resources, which must be taken into account by companies in the industry in order to mitigate their impact.

Gestamp considers climate change risk in the Corporate Risk Map and it also carries out a specific analysis on Climate Change risks and opportunities affecting business in order to:

  • Anticipate and adapt to the climatic risks that affect business, as well as take advantage of the opportunities it may offer.
  • Measure the financial impacts of climate change according to different scenarios and possible futures.

As a result of the study, the following risks and opportunities have been identified:

Description of
the risk
Timeframe Financial
impact
Description of
the impact of
the risk
Risk management
Physical risks
Acute Increase in
severity of
extreme
weather
phenomena,
such as
cyclones and
floods
Current Medium Extreme climatic
phenomena in
own factories
that may bring
production to a
halt or cause
damages in the
facilities.
Although the
probability of
occurrence is low,
Gestamp has several
contingency plans and
central and local
action plans in place to
mitigate risks posed by
natural disasters,
including emergency
and evacuation plans
as well as insurance
cover which includes
natural catastrophes.
Chronic Changes in
rainfall
patterns and
extreme
variability in
weather
patterns
Long Term High Critical water
stress in areas
of operation
affecting the
communities
where it
operates.
According to the water
stress map published
by the World
Resources Institute,
37% of the Group is
located in countries
with high water stress
and 25% is found in
countries with
medium water stress.
In order to prevent
scarcity of water in the
local communities
where Gestamp
carries out its activity,
it works to monitor its
consumption and
establishes measures
to reduce this.
Chronic Longer
seasonal
periods and
higher
temperatures
Current Average Increase in the
outdoor
ambient
temperature
that may have
an impact on
the indoor
temperature of
the plants.
Studies are being
conducted on the
behaviour of the
indoor air of the
facilities in order to
allocate resources in
the most efficient way
possible.
Transition risks
Market Uncertainty in
market
signals.
Current High Increased
emission
requirements
from customers
due to market
changes
The R&D departments
at Gestamp co
develop new
technological and
product solutions with
customers which

Description of
the risk
Timeframe Financial
impact
Description of
the impact of
the risk
Risk management
reduce emissions
during the
manufacture and life
of vehicles.
Technological Costs of
transitioning
to a
technology
with lower
emissions.
Short
Term
High Uncertainty
about
technology
leading to lower
sales
As a result of the
electrification strategy
from customers in
response to the
regulations, new
business opportunities
have arisen for
Gestamp, offering new
products and solutions
to make electric
vehicles lighter.
Description of
the
opportunity
Timeframe Financial
impact
Description of
the impact of the
opportunity
Management of the
opportunity
Transition opportunities
Efficiency
of
resources
Use of more
efficient
production and
distribution
processes
Current High New measures
that encourage
energy saving in
plants as a result
of the regulatory
pressure exerted
by the EU
regarding energy
efficiency
The energy efficiency
department has
implemented a
programme
responsible for
monitoring the
individual consumption
of the machinery in
plants so that, once the
results have been
analysed and the best
practices identified
have been taken into
account,
improvements can be
introduced across the
Group as well as
associated objectives.
Products
and
services
Development
of new
products or
services by
means of R&D
and innovation
Current Medium New solutions
and lines of
business
resulting from
the
development of
electric vehicles
Gestamp has set up a
business unit
exclusively devoted to
electric vehicle
batteries in order to
centralize efforts and
address any challenges
and opportunities that
arise.
Development
and/or
expansion of
low-emission
Current Medium Improved
positioning with
regard to
competitors,
demonstrating
In 2022 Gestamp has
approved its climate
neutral by 2050
strategy (see above)
while establishing, in

Description of
the
opportunity
Timeframe Financial
impact
Description of
the impact of the
opportunity
Management of the
opportunity
goods and
services
an ESG
commitment
addition to other
measures, a change of
machinery plan and a
renewable energy
purchasing strategy.
Furthermore, in 2020 it
validated its emission
reduction targets in
accordance with the
SBT initiative.
Development
and/or
expansion of
low-emission
goods and
services
Current Medium Expansion of the
business owing
to the
positioning of
the company
and
technological
competitiveness
Gestamp, thanks to the
progress of the R&D
department, has
become a leader in hot
stamping technologies,
which together with its
experience in multi
material solutions,
offers innovative
alternatives with
components being
made lighter. In
addition, the real-time
digital connection of
facilities enables
flexible and accurate
decision-making.

For further information about the study, please consult the 2022 Climate Change report on the Carbon Disclosure Project platform (https://www.cdp.net).

Additionally, in 2022 work began on a climate scenario analysis which will end in 2023, and this will not only make it possible to identify the main current and future risks, but also to assess any potential changes and impacts that may result in different assets and geographies. These climate scenarios will come in useful for defining mitigation and adaptation actions for the impacts identified.

Risk management

Gestamp boasts a Integrated Risk Management System (IRMS) whose aim is to ensure that financial and non-financial risks are identified, assessed and managed so that they do not have a negative effect on the achievement of the organisation's objectives or on its reputation.

The Corporate Risk Map considers climate change risk from two different perspectives: personal injury and/or damage to property due to extraordinary events brought about by the impact of climate change, and negative impacts caused by an insufficient or inadequate response being given to the expectations of the main stakeholders in relation to climate change. (Please see the Risk Management section).

Once the climate risks and opportunities have been identified, they are assessed according to a set of specific criteria for risks (intensity of the impact, duration and reversibility of the impact and potential for adaptation to the risk) and for opportunities (level of maturity, implementation cost and savings or income from the opportunity).

The climate risks identified in the various areas of the company influence the overall strategy of Gestamp and are included in the overall risk management, with measures being established to manage these risks as follows:

  • Products and services: Gestamp has boasted a strategy for products and services related to climate change since electric vehicles entered the market. For the rolling out of electric vehicles, in 2018 Gestamp set up a new business unit devoted to electric vehicles whose task is to develop the best solutions to adapt its products to the new technical demands of electric cars.
  • Value chain: the company's processes regarding supply chain consider 2 key lines: 1) Participation in working groups together with customers to seek projects that guarantee CO2 emission reductions throughout the useful life of vehicles. 2) Collaborate with suppliers to align with the scope 3 reduction targets and achieve a supply chain with a lower climate footprint.

One example of this is the agreement signed with ArcelorMittal to acquire XCarb® green steel certificates, therefore becoming the first Tier 1 supplier in the automotive sector to offer its customers the possibility to reduce their scope 3 emissions. In addition, this allows Gestamp to reduce its CO2 impact by contributing to the decarbonization of its supply chain.

Investment in R&D: Customers seek lighter parts which allow them to lower the weight of end vehicles so as to be able to reduce emissions per km. In this respect, the task of the R&D Department is to develop innovative solutions that make it possible to lower the weight of parts in order to reduce the end weight of vehicles, consequently reducing fuel consumption and therefore releasing less CO2 emissions to the atmosphere.

  • Operations: In 2022 Gestamp has defined a road map to reduce its scope 1 and 2 emissions in line with the provisions of the Paris Agreement and the requirements of its customers. These measures include energy efficiency actions (please see section 4.2.4 for more details) to reduce the consumption and electrification of its facilities. In this vein, Gestamp boasts a renewable energy supply strategy by means of three channels:
    • o Signing of long-term renewable energy supply agreements, PPAs (power purchase agreements). In this respect, as a result of the agreement signed with Naturgy, in 2022 Gestamp became the first company in the Spanish automotive sector to operate with electricity generated entirely from renewable sources. Likewise, in 2022 Gestamp has signed another agreement with Brazilian company Cemig so that the electricity used at its plants in Brazil comes from renewable sources. Furthermore, at the Gestamp Etem plant a ten-year agreement was signed with Bulgarian company Elnova for the yearly supply of 4 GWh of renewable solar energy.

  • o Purchase of Renewable Energy Certificates (EACs). In 2022, production plants in the United Kingdom, the Nitra plant in Slovakia and Hardtech in Sweden have used green energy with guarantees of origin, while in Poland the power company made green certificates available. Renewable energy certificates were also purchased for part of the consumption in Germany, the Czech Republic, China, Mexico and the USA.
  • o Self-consumption of energy. In 2022, 6 GWh of solar photovoltaic energy was consumed and two new projects were commissioned. In addition, work has been ongoing on the installation of 20 additional projects that are expected to be commissioned during 2023, which will enable a considerable increase in selfconsumption.

Metrics and objectives

Since 2006 the company has monitored the carbon footprint of all production centres corporation-wide every quarter. Each plant reports its energy consumption levels in a database and, based on this information, the carbon footprint of each centre and the overall footprint are calculated according to GHG Protocol and IPCC recommendations

Energy consumption

All Gestamp production processes need a source of energy in order to ensure production. Therefore, the different sources of energy consumed at the facilities the Group are comprehensively tracked: Electricity, natural gas, diesel oil and LPG.

The distribution of energy consumption globally is divided into 56% electricity, 39% natural gas and 5% other fuels.

Energy consumption by fuel
type (GJ)
2020 2021 2022
Electricity 3,578,762 3,762,902 3,977,471
Natural gas 2,187,052 2,604,914 2,358,550
LPG 220,054 282,400 335,083
Diesel 32,280 26,342 25,985
Total of Energy consumption 6,018,148 6,676,588 6,697,089
Renewable energy consumption* - 347,915 1,329,133
% of total consumption - 5% 20%

*Renewable energy consumption data is obtained from the purchasing department. See the reason for the increase in renewable consumption in the CO2 emissions index.

Electricity is the main type of energy consumed by the Group, given that its plants use electricity as an energy source for most of the production processes, and also to power the facilities. Natural gas is used mainly for air conditioning in buildings, so consumption is usually seasonal.

In addition, some production plants use it in processes like hot stamping and in painting lines. The other fuel types are linked primarily to the fleet of forklifts at the plants.

GHG emissions

In recent years, despite the increase in production plants and the introduction of hot stamping, technology that is more intensive in the use of energy, Gestamp has managed to reduce CO2 emissions (in relative terms) thanks to improved environmental management and process improvement.

Greenhouse gas emissions
(TnCO2eq)
2020 2021 2022 % of total
emissions
Direct Emissions: Scope 1 223,155 209,106 197,907 2.2%
Natural gas 148,764 176,003 159,268 1.7%
LPG 19,402 21,913 25,776 0.3%
Diesel 51,323 9,540 9,816 0.1%
Indirect Emissions: Scope 2 389,911 356,500 297,789 3.3%
Indirect Emissions: Scope 3 8,581,475 9,674,616 8,633,929 94.5%
Category 1 - Purchased
goods and services
6,678,513 7,559,053 6,578,857 72.1%
Category 2 - Capital goods 314,417 218,778 281,975 3.1%
Category 3 - Energy
related activities
143,967 158,479 156,888 1.7%
Category 4 - Upstream
transportation and
distribution
124,994 136,645 161,496 1.8%
Category 5 - Waste
generated in operations
22,933 26,300 27,527 0.3%
Category 6 - Business
travel
11,371 11,430 16,496 0.2%
Category 7 - Employee
commuting
20,183 31,988 35,177 0.4%
Category 8 - Upstream
leased assets
39,959 44,147 42,493 0.5%
Category 9 - Downstream
transportation and
distribution
0 0 0 0%
Category 10 - Processing
of sold products
0 0 0 0%
Category 11 - Use of sold
products
0 0 0 0%
Category 12 - End-of-life
treatment of sold products
1,191,883 1,445,465 1,293,325 14.2%
Category 13 - Downstream
leased assets
0 0 0 0
Category 14 - Franchises 0 0 0 0
Category 15 - Investments 33,254 42,330 39,695 0.4%
TOTAL 9,194,540 10,240,222 9,129,625 100%

(*) Scope 2 calculated according to the market based method. Using the location based method would be 364,596 tCO2. DEFRA factors used. The % always refer to total emissions, so they do not have to add up to 100 as a whole. In the breakdown of Scope 1 into the different fuel types, only the main fuels are taken into account. There are other sources of Scope 1 emissions that are taken into account in the total but are not disaggregated.

Internally, the CO2 Emissions Index (defined as tCO2 Scope 1 and 2/€100,000 AV) is used as a tool to assess the Group level performance in terms of emissions. During 2022, a reduction in this index has been achieved thanks to the implementation of energy efficiency measures and the contracting of energy from renewable sources, which have made it possible to reduce emissions despite the recovery of the business after the hiatus caused by the Covid-19 crisis in 2020 and the chip crisis in 2021.

Evolution of the CO2 Emission Index 2020 2021 2022
CO2 Emission Index (tonnes of CO2 emissions/EUR 100,000 of added value) 24 21 15

*Since the added value has increased (11%) compared to last year, and the trend in energy consumption has been maintained, the reduction in the index becomes more notable.

Other significant emissions into the air

SO2 and NOx Emissions (Tn) 2020 2021 2022
SO2 Emissions 2.0 1.9 1.97
NOx Emissions 267.9 322.4 308.78

Both SO2and NOx emissions come from Natural Gas, LPG or Diesel combustion and will gradually decrease as the Group stops using fossil fuels in accordance with its commitment to reduce emissions.

VOC's (Tn) Emissions 2020 2021 2022
VOC's Emissions 203 210 223

VOC emissions are produced as a result of solvent use.

Energy Efficiency

Gestamp is committed to reducing emissions and consumption in all the production plants of the Group. In terms of Energy Efficiency, in the last years a global initiative has been launched to optimize and reduce de energy consumption and to be environmentally responsible. Each production plant is working individually and together with other plants in order to implement measures to rationalize the consumption and to make sure all of the technologies and equipment are working in the most efficient way from an energy point of view.

The commitment to emissions reduction, to environment, to equipment performance optimization and to operational excellence drive this initiative within Gestamp Group. The Energy Efficiency project aimed at making improvements through several areas:

  • Analysis of consumption and knowledge of the energy performance of the individual facilities
  • Study of good practices implemented in the Group
  • Research into new improvement channels
  • Sharing of all acquired knowledge
  • Setting of aims and the involvement of all organisational levels of the company

To achieve those aims, the instantaneous consumption of electricity and gas of the equipment are monitored in order to create a model of its performance. Based on those consumption patterns, algorithms to identify quantify and notify of deviations are created.

Results achieved in 2022

In 2022, over 43 plants formed part of the Energy Efficiency initiative. A total of 16% of the plants included in this scope were certified under the energy management system standard ISO 50001. For the remaining plants included in the initiative, it is worth saying that the strategy used regarding energy efficiency is based on the requirements from ISO 50001 guidelines.

Specific Energy Efficiency measures were identified and implemented at each of these plants to optimise the functioning of equipment and to reduce its electricity and natural gas consumption. These measures enabled the Group to achieve a reduction of almost 19 GWh in 2022.

In 2023, Gestamp will continue to consolidate the initiative, achieving a high degree of maturity at the European plants and implementing improvements at the North American and Asian plants.

2022 Figures
43 plants involved 1.3 Million € invested
107 improvement measures implemented Return on investment period: around 2.6
years.
Reduction of 6,611 Tonnes of CO2 >40% have required no investment

The consumption reductions achieved in 2022 are summarised in the following table:

Electricity Gas Total
14,693 MWh 4,343 MWh 19,036 MWh

Breakdown of measures by type (%)

Types and examples of measures undertaken

TYPE OF ENERGY
EFFICIENCY
MEASURE
NUMBER
OF
MEASURES
MWH SAVED TN CO2
EMISSIONS
AVOIDED
EXAMPLES
Compressed air 20 5,006 1,931 Gestamp Puebla (Mexico) conducted compressed air leaks audits
to identify air leaks using ultrasonic leak detector. The tagged air
leaks were repaired with the help of the maintenance team,
which has resulted in an annual reduction of 512 MWh.
Gas usage 10 4,343 883 Gestamp Louny (Czech Republic) has implemented furnace
temperature reduction during the standby period and weekends
from 930ºC to 600ºC to reduce unessential natural gas
consumption in the hot stamping furnaces. Continuous follow-up
of temperature reduction protocol in 3 medium hot stamping
lines has resulted in an annual reduction of 1073 MWh.
New technologies 34 4,624 1625 Gestamp Llanelli (UK) has managed to reduce its electricity
consumption by 455 MWh by replacing all inefficient lamps with
efficient LEDs with presence sensors.
Non essential power
consumption
38 4,567 2,054 Gestamp Wuhan (China) optimized the working conditions of
two refrigeration units which supported two hot stamping lines
individually. To avoid non-essential power consumption, two
cooling units were connected under a single network. Therefore,
one cooling unit supported both HS lines and another unit to be
used as a backup. This optimization in the refrigeration system
which has resulted in an annual reduction of 595 MWh
Technological
development
5 496 117 Gestamp Aycliffe (UK) has replaced an inefficient Abcor pump
with an efficient K-PAP pump that supports the painting line to
provide ultrafiltered water in the post-painting process. This
replacement led to an annual reduction of 174 MWh
Total general 107 19,036 6,611

Project expectations and plan for 2023

In 2023, the energy efficiency scope will be extended to 45 plants, and the reductions in consumption achieved through the measures implemented until now, will continue in 2023. Furthermore, new objectives for 2023 were defined based on the potential energy efficiency actions that could be implemented in each plant, as seen in the table below:

Electricity MWh Gas MWh Emissions avoided
Target 2023 20,423 MWh 13,730 MWh 12,588 t C02

Long-term expected outcomes

From 2023 forward, Gestamp Keep working to optimise consumption at the plants involved in the project, endeavouring to find ideal consumption levels for production and auxiliary equipment. The dynamics of responsible consumption at the plants will be consolidated by implementing an energy performance standard at the plants. In this way, and by monitoring energy consumption, the plants will be capable of standardising the expected performance, assessing, and predicting deviations by using energy production indicators for equipment and energy management.

Energy-related best practices are being integrated and consolidated in a cross-disciplinary manner across all the Group's teams strategies: ESG, R&D, new construction, expansions, Operations, etc.

4.4 Eligibility and Alignment with European Union Taxonomy

Context

In order to be able to fulfil the climate and energy objectives proposed by the European Union for 2030, and in turn, to achieve the Neutrality objective of the European Green Deal by 2050, it is essential that investments are directed towards sustainable projects and activities. Thus, the economy, companies and society in general will become more resilient to the current and future consequences for the climate and the environment. A common language is therefore required in addition to a clear definition of what sustainable is.

To this end, and in order to address this challenge, the European Commission published a classification system called EU Taxonomy (Regulation (EU) 2020/852), the aim of which is the decarbonization of the economy by defining what it considers to be environmentally sustainable economic activities. As of today, this Regulation establishes the classification criteria of the activities defined for two of the six environmental objectives proposed, that of Climate Change Mitigation and Adaptation:

Regulatory developments

Three delegated acts have been published supplementing Regulation (EU) 2020/852:

  • On 4 June 2021 the Climate Change Mitigation and Adaptation objectives were published in Delegated Regulation 2021/2139. This delegated act on climate taxonomy establishes the technical screening criteria for determining whether an economic activity qualifies as contributing substantially to climate change mitigation or adaptation and for determining whether this causes no significant harm to any of the other environmental objectives.
  • On 6 July 2021 Delegated Regulation 2021/2178 was published, which in article 8 in particular specifies the content and presentation of information to be disclosed by companies subject to the NFRD (Non-Financial Reporting Directive).

Lastly, on 9 March 2022 Delegated Regulation (EU) 2022/1214 was published which amends the previous Delegated Regulations and includes, subject to strict conditions, relevant nuclear and gas related activities in the list of economic activities covered by EU taxonomy.

In accordance with article 8 of the Regulation, in 2022 companies must report the percentage of eligibility and alignment in terms of revenues, the percentage of eligibility and alignment of capital expenditures (CAPex), and the percentage of eligibility and alignment of operating expenses (OPex).

The regulations establish a series of economic activities (eligible activities). For an activity to be considered aligned, it must contribute substantially to one of the environmental objectives (mitigation or adaptation to climate change), not cause significant harm to any of the remaining environmental objectives, and comply with the minimum social safeguards.

Likewise, must be included: the most relevant information in relation to compliance with the regulation, the accounting policy and the qualitative information that allows to contextualize c the results obtained and to facilitate the understanding of the KPIs reported.

Scope of the report

The scope of the analysis has covered all the operating plants of the Gestamp Group included in the financial perimeter.

Assessment of the compliance of Gestamp

Gestamp, in an exercise of transparency and fulfilling the new regulatory requirements in accordance with the scope of the NFRD, assessed the eligibility of its activity in 2021 based on the criteria laid down in "European Green Taxonomy". In this initial exercise, Gestamp positioned itself as eligible in accordance with the definition in activity 3.3. on Manufacture of low carbon technologies for transport, as it is an essential part of the manufacture of vehicles stated in the technical screening criteria of said activity. However, automotive components are not explicitly mentioned in this description.

Due to the uncertainty surrounding the application of the regulatory framework and after having carried out the exercise internally, on 2 February 2022 the European Commission published a Q&A where it specified that the activity of companies supplying automotive components was ineligible according to activity 3.3. Manufacture of vehicles of low carbon technologies for transport as described in the Taxonomy. Thus, Gestamp finally concluded that it did not have any activities associated with those deemed eligible from the point of view of the Regulation.

In 2022 Gestamp has again carried out the exercise of eligibility and alignment of its activities while considering the following factors:

  • The last FAQ of the EU in December 2022 which, in general terms, states that for activities 3.1-3.6 the components may be taken into account if they are covered by the screening criteria.
  • Component manufacturers are one of the main elements in the transition to sustainable mobility, as 70% of a vehicle's value, 90% of production costs and 58% of the investments in sustainable mobility come from suppliers of automotive components, according to CLEPA data.

  • The public positioning as regards the Taxonomy of other companies in the industry and industry associations such as CLEPA (European Association of Automotive Suppliers) with its #FairTaxonomy movement.
  • The recognition that would be brought about by the eligibility of Gestamp activities regarding investors.

In this regard, in the study carried out, two activities have been considered in addition to the activity ultimately reported as eligible in accordance with the technical screening criteria:

Activities studied and appropriateness of the
aforementioned with the technical screening criteria of the
Taxonomy
Eligibility analysis
3.3. Manufacture of low carbon technologies for transport:
According to the last FAQ of the EU in December 2022, in
general terms, for activities 3.1-3.6 the components may be
taken into account if they are covered by the screening
criteria. Furthermore, the key components which are not
explicitly mentioned shall be dealt with in future reviews of
the Delegated Act. As is interpreted by Gestamp, the
screening criteria for the manufacturing of electric vehicles
(with zero CO2 emissions) and hybrid vehicles that emit less
than 50 g of CO2/km would include components, as these
are what the vehicle is made up of, and they would
therefore be eligible under activity 3.3. as defined by the
Taxonomy.
Ineligible at the moment in
accordance with the
regulation. Eligibility is subject
to future reviews of the
Delegated Act where,
according to the latest FAQ,
the treatment of key
components in manufacturing
activities shall be specified.
3.6. Manufacture of other low carbon technologies: The
description would include the manufacture of other
technologies not included in previous activities (3.1-3.5),
which constitute a substantial reduction of GHG emissions
of the product over its life cycle compared to the best
performing alternative product available on the market. At
Gestamp, life cycle assessments are carried out to confirm
the product emissions and tests are also conducted on new
materials that would bring about a substantial reduction of
the footprint in relation to the best solution on the market.
Ineligible due to complexity of
obtaining data. Although
Gestamp is carrying out life
cycle assessments to test the
substantial reduction of
emissions in the parts that it
manufactures, obtaining the
figures associated with this
activity is not viable for the
time being.

Eligible activity

Finally, after the eligibility analysis carried out, it has been determined that the activity that fit the description provided by the Taxonomy is 3.4 Manufacture of batteries, cells and accumulators. In this sense, said activity includes in its description the manufacture of rechargeable batteries and accumulators for transport, stationary energy storage and off-grid connection and other industrial applications. Likewise, it incorporates the manufacture of the corresponding components (active materials for batteries, batteries and accumulators, battery cells, casings and electronic components). In this sense, Gestamp fits this last description thanks to the activity of manufacturing battery boxes or battery casings, which is carried out in the Group as a result of the company's commitment to electrification.

Compliance with the technical selection criteria

In this respect, a new study has been conducted on the activities of the Group under the definition of the Taxonomy and the financial figures of net revenue, CapEx and OpEx have subsequently been calculated for these activities.

To this end, the technical screening criteria provided for in Delegated Regulation 2021/2139 of 4 June 2021, supplementing Regulation (EU) 2020/852, have been considered for the mitigation and adaptation environmental objectives.

Taxonomic
activity of
Mitigation
Eligibility study Study of the appropriateness of Gestamp
activities with the technical screening
criteria of the Taxonomy
3.4.
Manufacture
of batteries
Eligible in accordance with the
technical screening criteria of
the Taxonomy for this activity.
The technical description of this activity includes
the manufacture of rechargeable cells, batteries
and accumulators (and their respective
components) —even from secondary raw
materials— which lead to a substantial
reduction in GHG emissions in the transport,
storage of stationary and off-grid power and
other industrial applications. In this sense, by
including the manufacture of the components
corresponding to said batteries, the
manufacture of the casing or "battery boxes"
produced by Gestamp would be eligible.
Furthermore, these batteries lead to a
substantial reduction in transport, as they are
dedicated to electric vehicles.

Technical screening criteria: substantial contribution to climate change mitigation

Do no significant harm (DNSH) criteria:

Gestamp, for the screening of activity 3.4 Manufacture of batteries which contributes substantially to the climate change mitigation objective, ensures by means of processes, assessments and internal policies, that it causes no significant harm to any of the five remaining environmental objectives included in article 17 of the Climate regulation.

However, in this reporting period, it has not been possible to demonstrate compliance, in its entirety, the evaluations and the necessary documentary breakdown by plant of all the information required by the taxonomy to demonstrate alignment. That is why, finally, it has not been possible to ensure the criteria of not causing significant harm to the rest of the objectives.

Compliance with minimum social safeguards:

Gestamp is aligned with the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights, including the principles and rights established in the eight fundamental conventions referred to in the International Labour

Organization Declaration on Fundamental Principles and Rights at Work and the International Bill of Human Rights.

In this respect, the company has a series of internal policies and procedures which ensure that no negative social impact is made on stakeholders such as the Human Rights Policy, the Human Rights Due Diligence Process, the Health and Safety Policy, the Anti-fraud and Corruption Policy or ESG requirements for suppliers, inter alia.

Methodology and conclusions:

The results of the indicators have been as follows for the exercise of eligibility:

Activity of the Eligible Taxonomy
Sales
Sales
CaPex
2021
2022
2021
CaPex
OpEx
2022
3.4. Manufacture of batteries
0.75%
2.32%
10.20%
11.79%
-

*For 2021 data, a recalculation has been done on the indicators as explained in the section Assessment of the compliance of Gestamp

Results of the alignment exercise

Since it has not been possible to fully justify the requirements established by the Taxonomy in order not to cause significant harm to the rest of the objectives, Gestamp does not report the economic-financial alignment indicators for this period. In this sense, Gestamp will work towards future years in the needed collection of this information by plant, and thus value the efforts that the company has been making in terms of circularity, resource protection and climate change.

Methodology of the calculation of KPIs:

Gestamp has avoided the double-counting of activities during the analysis process as only one activity is deemed eligible, since the production of one piece may have been covered by several activities.

As regards the calculation process, the accounting data were taken from corporate financial systems, and the reporting of these was also confirmed with plant teams. Said calculations do not include intercompany transactions, therefore no double-counting has occurred in this respect either.

  • Sales: represents the amount of the net turnover derived from products or services aligned with the Taxonomy. The turnover KPI offers a static view of the contribution of the company to the environmental objectives. The % is calculated as follows:
    • o Numerator: net revenue which is associated with the economic activities carried out by the company that are taxonomically eligible.
    • o Denominator: considers the total volume of the net revenue of the company as stipulated in note 3.23 of the Consolidated Annual Accounts.
  • CapEx: represents investments in fixed assets of an activity which is already aligned with the Taxonomy or which is part of a credible plan to extend or achieve alignment with the

Taxonomy. CapEx offers a dynamic and prospective view of the plans of companies to transform their business activities. The % is calculated as follows:

  • o Numerator: association of the CaPex allocated to the screened taxonomic activity.
  • o Denominator: includes the additions of tangible and intangible assets during the financial year before depreciations, amortizations and possible new valuations, including those resulting from increases and impairment of value, for the financial year of the company, excluding any changes in fair value. Any additions to the tangible and intangible assets which result from business combinations shall also be included.
  • OpEx: represents the amount of the operating expenditure associated with activities aligned with the Taxonomy or with the CapEx plan.
    • o Numerator: direct costs considered by the Regulation which are associated with taxonomic activities.
    • o Denominator: non-capitalised direct costs which are related to research and development, building renovation measures, short-term leasing, maintenance and repairs, as well as other direct expenses related to the daily maintenance of property, plant and equipment by the company or a third party to whom activities are subcontracted and which are necessary in order to guarantee the continuous and efficient operation of the aforementioned assets.

As regards the calculation of the OpEx, owing to the fact that the direct costs considered by the Regulation are not relevant to the total operating costs of the (XX) financial year, these have not been included as part of the report in accordance with the recommendations of the European Commission. Due to the immateriality of Opex, the corresponding table has been included in annexes (9. Opex Table).

Conclusions

ANNUAL REPORT 2022

Gestamp acknowledges the importance of setting up a business which is increasingly aligned with the provisions of "European Green Taxonomy". In this respect, although the figures are not representative as of today despite the eligible percentage of sales tripling in relation to last year, given the future development of the regulatory framework including new objectives and activities, as well as Gestamp supporting the development of more sustainable mobility and the circular economy, an exponential growth of these indicators is expected in the coming years.

On the other hand, as previously mentioned, Gestamp is committed to collecting the necessary information to ensure the alignment exercise for next year.

Taxonomic turnover:

Proportion of turnover from products or services associated with economic activities that conform to the taxonomy-disclosure corresponding to the year 2022

Substantial contribution criteria No significant harm criteria (Does not cause
significant harm)
Economic activities Co
de
s
Ab
sol
ute
tu
rno
ve
r
Tu
rno
ve
r
Rat
io
Cli
ma
te
cha
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m
itig
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on
Ad
apt
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on
to
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ate
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ang
e
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ter
an
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ari
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s
Cir
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ar
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no
my
Po
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ion
Bio
div
ers
ity
an
d e
cos
yst
em
s
Cli
ma
te
cha
nge
m
itig
ati
on
Ad
apt
ati
on
to
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ate
ch
ang
e
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ter
an
d m
ari
ne
res
ou
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s
Cir
cul
ar
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no
my
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ion
Bio
div
ers
ity
an
d e
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yst
em
s
mi
nim
um
gu
ara
nte
es
con
Pro
for
po
ms
rtio
to
n o
ye
f T
ar
urn
N t
ove
axo
r
no
tha
my
t
Pro
con
po
rtio
for
tax
n o
ms
on
to
f T
om
N-
urn
y
1 y
ove
ea
r
tha
r
t
Cat
ego
ry (
fac
ilita
tin
g a
ctiv
ity)
Cat
ego
ry (
tra
nsi
tio
n a
ctiv
ity)
M€ % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % F T
A. ELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
A.1 Environmentally sustainable activities (conforming to the taxonomy)
Turnover of environmentally sustainable activities (conforming to the taxonomy) (A.1)
A.2 Activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform to the taxonomy)
Manufacture of batteries, cells and accumulators 3.4 249 2.32
Turnover of environmentally sustainable activities (not conforming to the taxonomy) (A.2) 249 2.32
Total (A.1 + A.2) 249 2.32
B. ACTIVITIES NOT ELIGIBLE ACCORDING TO THE TAXONOMY
Turnover of non-eligible activities according to taxonomy (B) 10,477 97.68
TOTAL (A+B) 10,726 100

Taxonomic CapEx:

Proportion of Capex from products or services associated with economic activities that conform to the taxonomy-disclosure corresponding to the year 2022

Substantial contribution criteria No significant harm criteria (Does not cause
significant harm)
Economic activities Co
de
s
Ab
sol
ute
Ca
pex
Ca
pex
Rat
io
Cli
ma
te
cha
nge
m
itig
ati
on
Ad
apt
ati
on
to
clim
ate
ch
ang
e
Wa
ter
an
d m
ari
ne
res
ou
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s
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cul
ar
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no
my
Po
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ion
Bio
div
ers
ity
an
d e
cos
yst
em
s
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te
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itig
ati
on
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my
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ers
ity
an
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yst
em
s
mi
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ara
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es
con
Pro
for
po
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rtio
to
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n o
ar
f C
N t
ap
Ex
axo
tha
no
t
my
Pro
con
po
for
rtio
tax
ms
n o
on
to
f C
om
N-
ap
y
1 y
Ex
ea
tha
r
t
Cat
ego
ry (
fac
ilita
tin
g a
ctiv
ity)
Cat
ego
ry (
tra
nsi
tio
n a
ctiv
ity)
M€ % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % F T
A. ELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
A.1 Environmentally sustainable activities (conforming to the taxonomy)
CapEx of environmentally sustainable activities (conforming to the taxonomy) (A.1)
A.2 Activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform to the taxonomy)
Manufacture of batteries, cells and accumulators 3.4 94 11.79
CapEx of environmentally sustainable activities (not conforming to the taxonomy) (A.2) 94 11.79
Total (A.1 + A.2) 94 11.79
B. ACTIVITIES NOT ELIGIBLE ACCORDING TO THE TAXONOMY
CapEx of non-eligible activities according to taxonomy (B) 704 88.21
TOTAL (A+B) 798 100

5. SOCIAL

  • 5.1. Talent
  • 5.2. Health & Safety
  • 5.3. Local Communities

5.1 Talent

People as architects of success

The continuous growth and internationalisation of Gestamp has given rise to significant challenges in terms of culture, organisation and human resource management. The constant adaptation of the organisational structure to the growing needs of the Group, as well as workforce resizing, process standardisation, training in new technologies, talent management and the fostering of the corporate culture have all played a key role for Gestamp.

The Human Resources Department manages organisational structures and people at a corporate, divisional, regional and production centre level through the following areas:

  • Planning, analysis and metrics: enabling decisions to be made regarding personnel requirements and the most suitable profiles at any given time.
  • Diversity and equal opportunities: fostering a shared culture within the company that guarantees and promotes equal opportunities in a transparent manner.
  • Remuneration and benefits: based on a shared management model for the entire Group that takes into account the pay reality in the geographical areas where it operates, and that recognises the responsibilities assumed, rewarding both individual and group performance and promoting non-discriminatory decision-making in this area.
  • Labour relations: developed in accordance with labour legislation that applies to each geographical area and promoting ongoing and constructive dialogue with workers' legal representatives.
  • Talent management: identifying and monitoring people talent with a view to promotion and/or mobility within the organisation.
  • Selection, training and development of the skills necessary for people to perform well in their jobs and develop new skills in critical areas for business in the medium and long term, as well as leadership skills to fill key positions in the future.
  • Occupational Health and Safety are integrated at all levels of the organisation, from day-today tasks to company decisions, to ensure safe working conditions and facilities.

Workforce evolution and profile

On December 31st, 2022, the global workforce was composed of 42,670 company employees (6.9% more than in 2021). This represents a decrease of 2.63% compared to 2019, when the company achieved an organic growth rate of 51.8% following three large business acquisitions in 2010 and 2011.

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

Workforce profile

Region Total
employees
Women Men Under 25
years
Indefinite
contract
Professional
youth
training
Disability > 10
years at
the
company
Africa 316 41 275 161 88 0 0 0
Asia 6,071 973 5,098 651 5,582 9 24 1,189
Eastern Europe 8,428 1,786 6,642 894 7,611 19 153 1,452
Western Europe 14,726 2,414 12,312 792 13,415 270 491 8,655
North America 7,391 1,898 5,493 966 7,100 17 14 704
South America 5,738 807 4,931 902 5,452 141 259 1,596
Total 42,670 7,919 34,751 4,366 39,248 456 941 13,596

Workforce on 31 December each year shown in the above chart. Comparison with 2021, Annex (Table 8)

Distribution of employees by country, gender and age

Country No. of
employees
2021
No. of
employees
2022
Men Women Under
36 years
36-55
years
Over 55
years
Germany 3,995 3,883 3,506 377 954 1,923 1,006
Argentina 835 858 794 64 158 625 75
Brazil 4,255 4,880 4,137 743 2,487 2,296 97
Bulgaria 166 187 136 51 23 95 69
South Korea 175 184 177 7 63 112 9
Slovakia 348 397 241 156 139 225 33
Spain 5,794 5,958 4,892 1,066 1,052 4,104 802
United States 4,010 4,095 3,125 970 1,624 1,859 612
France 1,586 1,604 1,310 294 331 1,058 215
Hungary 488 474 329 145 135 277 62
India 869 868 837 31 646 220 2
Japan 83 89 74 15 26 56 7
Morocco 378 316 275 41 305 11 0
Mexico 3,140 3,296 2,368 928 2,005 1,246 45
Poland 1,119 1,196 896 300 568 573 55
Portugal 1,249 1,208 764 444 436 676 96
United Kingdom 1,893 1,832 1,637 195 525 808 499
Czechia 1,506 1,453 910 543 652 635 166
People's Republic of
China
3,709 4,901 3,992 909 2,691 2,154 56
Romania 308 462 252 210 195 244 23
Russia 459 229 158 71 88 137 4
Sweden 241 241 203 38 63 130 48
Thailand 10 10 2 8 8 2 0
Taiwan 17 19 16 3 1 12 6
Turkey 3,277 4,030 3,720 310 2,262 1,753 15
Total 39,908 42,670 34,751 7,919 17,437 21,231 4,002

Headcount shown in the table above, as at 31 December of each year. The year-on-year variations in headcount data are mainly due to the semiconductor crisis, where Gestamp was affected by temporary lay-offs. In this regard, hiring this year has increased significantly compared to 2021. Workforce on 31 December each year shown in the above table.

At the end of 2022, in addition to the Group's 42,670 own employees, a further 4,434 people from temporary agencies worked for the Group.

Classification by type of labour

In the Group, regarding the kind of employment, we have established the following major professional categories:

  • Direct labour: employees of production plants directly involved in the processing of raw materials and components into intermediate or finished products.
  • Indirect labour: employees of production plants whose job is to provide direct support to the production process, thus ensuring that the process is not interrupted.
  • Office staff: any office employee in production plants or service centres.

In the same proportions as in previous years, on December 31st 2022, 18,474 (43.3%) of the Group's employees fell into the category of direct labour, 14,626 (34.3%) into the category of indirect labour and the remaining 9,570 employees, (22.4%) into the category of office staff.

Men
2021
% Women 2021 % Total 2021 Men
2022
% Women
2021
% Total
2022
Direct Labour 13,746 79% 3,647 21% 17,393 14,414 78% 4,060 22% 18,474
Indirect Labour 12,280 91% 1,159 9% 13,439 13,351 91% 1,275 9% 14,626
Office Staff 6,690 74% 2,386 26% 9,076 6,986 73% 2,584 27% 9,570
Total 32,716 82% 7,192 18% 39,908 34,751 81% 7,919 19% 42,670

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

Classification by job category

In order to unify criteria, next year it is intended to include all the breakdowns of the tables where the classification by type of workforce is currently reported, by the following professional categories: directors, middle management and other employees. The workforce data for this year and 2021, according to this classification are as follows:

Men
2021
Women 2021 Total 2021 Men
2022
Women
2021
Total 2022
Directors 283 51 334 312 52 364
Middle managers 923 236 1,159 952 221 1,173
All other employees 27,185 6,209 33,394 28,569 6,811 35,380
Total 28,391 6,496 34,887 29,833 7,084 36,917

Figures represent workforce at end of year. The table includes all companies that use SAP (87% of the total workforce).

Diversity and equal opportunities

Gestamp promotes diversity, recognising it as a key competitive advantage for its business, while it gives priority to equity and inclusion in its people management model. Gestamp respects the rights of equality and non-discrimination on the grounds of gender, sexual orientation, social origin, ethnic origin, age, disability, and religion, among others. This is provided for in the company's Code of Conduct and the sixth goal of the UN Global Compact, which the Group has complied with since 2008.

Cultural and geographical diversity

Cultural diversity results in innovative and enriching ideas and approaches. As such, Gestamp sees its heterogeneous workforce as an opportunity for the Group to find better solutions to the current global challenges.

Geographical and cultural diversity is one of the distinctive features of the Gestamp workforce: Over 40,000 professionals with 93 different nationalities work across 24 countries. In each country where the company operates, there is an average of 12 nationalities at each location, while the countries with the greatest cultural and geographical diversity are Germany, Spain, France and the United Kingdom, with 43, 38, 29 and 25 nationalities in their workforces, respectively.

This geographic diversity is incredibly enriching for Gestamp, a company that is committed to hiring local talent, a source of creativity and innovation. In addition, this helps develop an increasingly more inclusive Group in terms of country of birth, culture, race and sex. Gestamp works to find points of cooperation between people from different cultures and to make the joint project and shared identity their own.

There are several ethnicities at Gestamp's workplaces in the United States: 53.8% of employees are white, followed by 30.5% African American, 11.3% Latin American, 2.3% of other ethnicities (not included in the following groups), 1.9% Asian and 0.2% Native.

The Group boasts more than 111 plants with local plans and/or specific measures to foster equal opportunities, mainly covering its selection processes, salary policy, training and development, as well as in organising work and personal time. These not only focus on the plurality of nationalities and cultures, but also on the promotion of gender diversity, among other types of diversity, within the company, in line with the United Nations' Sustainable Development Goals.

Generational diversity

Gestamp's inclusive nature is also shown in its inclusion of people of different ages: 41% of employees are under the age of 35, 50% are aged between 36 and 55 and 9% are over 55. This interaction between different generations is very enriching for Gestamp because it encourages innovation in problem solving, as each generation brings a different perspective.

See Annexes: Average headcount by type of contract, age and gender (table III)

Gender diversity

At Gestamp, women represent 19% of the Group's total workforce. The automotive industry has not yet reach gender parity, due in part to the traditional masculinisation of the sector and the continued underrepresentation of women in STEM careers (science, technology, engineering and maths).

Gestamp strives to increase the proportion of women in its workforce. This effort is reflected in the percentage of female recruits, which grew from 22% in 2018 to almost 26% in 2022. This shows a positive trend, thanks in large part to the measures included in the Equality Plans at Group level and the awareness of the Group's HR teams.

In terms of women holding positions of responsibility, according to the Gestamp Global Grading System (G3S) methodology, 14.3% of management and 18.8% of medium-level positions are held by women. In the average remuneration analysis, we have chosen to group by category rather than by type of labour as this allows us to better reflect the pay reality by creating homogeneous groups in terms of responsibility, which is reflected in remuneration.

Women Men
Professional classification 2021 2022 2021 2022
Senior managers 15.3% 14.3% 84.7% 85.7%
Middle managers 20.4% 18.8% 79.6% 81.2%
All other employees 18.6% 19.3% 81.4% 80.7%
Total 18.6% 19.2% 81.4% 80.8%

* Scope 2022: Employees included in the Gestamp Global Grading System (G3S) (87% of the total workforce, excluding joint ventures).

It's not always easy to find women in selection processes for certain common positions in the automotive sector, such as die-makers, welders and maintenance specialists. Even so, there are some exceptions at certain work centres, where there is an almost equal number of men and women. This is the case in Gestamp Cerveira (Portugal) and Edscha Kamenice (Czech Republic).

In 2022, nearly 26% of new hires were women, which is seven percentage points higher than the percentage of women currently on staff.

Best Practices

Gestamp participates in the 3rd Target Gender Equality accelerator programme.

The Target Gender Equality accelerator programme, organised by the UN Global Compact, provides companies with support in defining and reaching ambitious business objectives in order to promote gender equality. This initiative is run in collaboration with the Global Compact Local Networks.

The programme calls for bold action to accelerate progress on gender equality on all levels and in all areas of the business. The capacity building workshops are focused on helping businesses set goals and develop actions that increase women's representation and leadership. The programme takes a holistic approach and helps companies understand the various policies, practices and interventions needed to advance gender equality.

Best Practice in Fostering Female Talent in India.

In its India plants, Gestamp has launched the 'Gender Equality Vision 2020–2025' programme with the aim of reaching 20% women in the workforce by 2025. In a context of inclusive work, this plan has been created to ensure the recruitment and training of female talent by means of developing policies to ensure Gestamp provides a safer and healthier working environment for female talent.

Functional diversity

Gestamp Group directly hires people with disabilities in its workforce, as well as outsourcing products and services to special employment centres.

The number of employees with a disability across the entire Group in 2022 was 941, representing 2.2% of the Group's workforce (compared to 1.9% in 2019).

For adaptations or the construction of new facilities, Gestamp hires local engineers that prepare the projects in accordance with local regulations, complying with all accessibility requirements. Furthermore, in order to make information more accessible, the Gestamp website meets all Level A criteria established by the World Wide Web Consortium (W3C)'s Web Accessibility Initiative (WAI).

Training, management and development of talent

Training

People's talent and their ability to work in a team is a vital asset for Gestamp, which is why it provides its employees with personal and professional training that has the following main objectives:

  • To ensure that all professionals have the skills required to undertake their work with excellence.
  • To reflect the business priorities of Gestamp at all times.
  • To plan the development of those who will hold key positions for the Group's activity in the immediate future.

Corporate Training and Development Policy

As part of the ATENEA Transformation Plan, 2022 saw an in-depth review of the Training Management System with the goal of guaranteeing a robust and effective process for acquiring and transferring knowledge across all levels of the company, thus allowing the company to meet current and future business needs.

During the first half of the year, a diagnostic was performed on the Group's learning and development processes in order to identify good practices, points for improvement and weaknesses. This analysis led to the definition and implementation of Gestamp's Corporate Training and Development Policy in July.

This policy lays the foundations for all training systems in Gestamp, including the different phases, milestones, and people responsible for them. The learning and development process is exhaustive and spans from identifying employees' training and development needs to assessing the efficacy of the process.

The following key aspects of the policy were defined:

  • The governance model employed by local and corporate teams to identify training needs. Criteria for centralising or decentralising learning programmes and establishing clear roles and responsibilities regarding strategy, programme design and teaching method, among other things.
  • A new model of KPIs for training and development, with newly defined concepts and scopes for the indicators, so that not just the teaching is assessed, but also the impact the training has.

In 2022, Gestamp continued to work on fostering a culture of learning by strengthening internal and external collaborative alliances as a means of attracting, training and developing talent.

Talent attraction

To attract talent, Gestamp has launched several local and corporate initiatives. The corporate training team has initiated collaborations with educational institutions, such as with the

ANNUAL REPORT 2022

University Pontificia de Comillas, the University of Deusto, U-tad and professional training centres, with the goal of developing programmes that help meet the Group's needs in terms of highly specialised profiles.

In response to business demand on both a corporate and global level, Gestamp continues collaborating with the University of Deusto – giving classes on the master's in automotive design and Manufacturing course – and University Pontificia de Comillas, with its Chair for Connected Industry.

And what's more, in 2022, in order to develop new assembly techniques, Gestamp defined a plan to create an academy for capturing and developing joint students on the Robotics Engineering degree course at the University of Deusto, in collaboration with the Salesianos professional training centre. In addition, given the growing need for professionals specialising in Industry 4.0, the company has established a link with Ironhack, a web development bootcamp with which it is devising plans for an academy for participants of the programme.

Group-wide training

In 2022, Gestamp carried out a total of 1,146,150.5 hours of training. The number of employees who participated in training activities was 272,074 and the average number of training hours per employee was 27.5.

Average training hours 2020 2021 2022
Total number of training hours 647,948 1,094,712 1,146,150.5
Average direct workforce 42,285 40,494 41,616
Average hours of training per employee 15.3 27 27.5

Over 80% of Gestamp employees received some kind of training in 2022.

Training in plants:

Employees are mainly trained at the workplace, with this being much more practical as it guarantees that they acquire knowledge of the group's industrial processes and allows them to constantly adapt to technological innovation and customers' safety and weight-reduction requirements.

During the 2022 fiscal year, Gestamp's plants continued their ongoing effort to train their workforces, providing a total of 1,059,370 hours. The number of participants in these training sessions was 230,246, with employees receiving on average 25.5 hours of training.

*Data for 2021 were not collected disaggregated by sex. Due to the fact that the entity's information collection systems are being updated, the professional categories in these graphs are given by type of workforce and not by professional category.

Global programmes

As well as the training sessions included in these figures, there are also global training programmes led by the company's Training and Development team, with these coming to a total of 86,780 hours (39.7% more than in 2021) with 41,828 participants.

Some of the highlights of the global training programmes are:

Battery box training

One of Gestamp's strategic areas at a global level is to promote the development of its new products and processes relating to electric vehicles. As such, through close collaboration with the Group's experts, a modular battery box training pathway was established which can be easily adapted to the different technologies used in all of the company's projects and to all different professional profiles.

In this regard, a number of actions were performed with managers and technical teams in Mexico, Poland, Turkey, Romania and China, with a total of 324 participants and 6,008 hours of training.

Intensive hot stamping training

In 2022, the return to the new normality following the Covid-19 pandemic has allowed us to once again give face-to-face training at Gestamp Technology Institute (GTI), the Gestamp Group's training centre of excellence which is equipped with all material needed for both theoretical and practical training with our R&D teams.

As a result, the company has restarted its hot stamping training which offers a high degree of specialisation, with this representing a key technology for the Group. The Group has welcomed 30 professionals from different countries in which Gestamp operates, providing 1,200 total hours of training.

Upskilling for Industry 4.0

In order to achieve operational excellence, for several years, Gestamp has been committed to applying an Industry 4.0 model to its activities with a clear vision: creating more efficient and flexible production plants and more consistent and reliable processes by analysing its data and adding intelligence to its processes so that the right information reaches the right people at the right time.

In order to make digital factories a reality, the right digital profiles are needed to lead the transformation. These profiles must be defined and staff training and capturing plans implemented to recycle employees in order to meet the new needs of the industry of the future, thus prompting a fair digital transition.

More specifically, a concept test was performed in 2022 for the following training pathways:

  • Industry 4.0 Master User: A leader and driving force behind the digital industrial transformation of plants, providing a profound knowledge of technologies and processes, Industry 4.0 applications and data management architectures that help speed up decision-making.
  • Local IT: Upskilling of IT technicians at plants specialising in infrastructures, networks and systems, with a focus on Industry 4.0 services.
  • Automation technician (PLC) 4.0: These capture PLC signals, transforming them and sending them to the Industry 4.0 platform via MQTT data blocks.

In order to run these pilot programmes for key profiles, 58 Gestamp professionals have been identified who have given a combined 807.5 hours of training.

Leadership and management development

In order to guarantee the future of Gestamp, in 2022 it reaffirmed its ongoing commitment to the development of critical profiles through its Plant Manager Development Programme, which began in December 2021.

This programme is attuned to the needs of Gestamp and developed alongside Hult Ashridge business school, with the ultimate goal being to train professionals in the vital knowledge and experience required to become a Plant Manager.

The programme came to a successful conclusion, with 21 participants receiving a total of 1,911 hours of training.

On the other hand, Gestamp continues to demonstrate its dedication to female talent through its participation in the CEOE's Promociona and Progresa managerial development programmes, as it has in previous years.

In 2022, a training plan was designed for members of the Board of Directors to help them finetune their skills and increase the efficiency of the corporate governance processes in a rapidly changing world. The training programme centred around three main areas: ESG strategy, financial principles of the automotive sector and risk prevention.

Management and talent development

The process of attracting, developing and retaining talent is essential for the Group to have the best professionals and ensure the success of its strategy.

The company's growth in new markets and geographical areas has meant developing and providing career opportunities for employees in the organisation both in and away from their place of origin.

In addition, it has allowed Gestamp to create a talent pool of highly trained professionals, which resulted in an increase in the internal promotion rate in 2022, rising to 93% in the case of Division Directors and Country Managers. In the case of Plant Managers, the rate is 74%. This

ANNUAL REPORT 2022

figure is somewhat lower due to the emergence of new markets where local hiring is more advisable. If we look at mature areas, such as Spain, France and Portugal, the internal vs external promotion rate jumps to 81%.

In 2022, as part of the ATENEA Transformation Plan, Gestamp continued to work on global talent management on a uniform basis across all regions. Thus, the Group's talent is identified by a combination of two variables: employee performance and potential. In order to do this, an assessment process is carried out for a large section of the organisation, the results of which are reviewed on a yearly basis by the heads of each organisation and their Human Resources teams.

2022 saw launched for all employees classed as regular labour, with a success rate of 89%. In this regard, all managers and Human Resources teams have been trained to guarantee full understanding and proper implementation of the initiative.

Work is currently being done to shift the performance system towards a waterfall goal-setting method which uses a number of strategic priorities to link employees' performance with the achievement of the Group's strategic objectives.

This will increase transparency and provide employees with greater clarity regarding what is expected of them, and it will allow them to focus their work on achieving said objectives. In order to ensure that they are met, feedback is a key management tool used by managers. As such, in 2023 Gestamp is set to launch a communication and training campaign to foster the culture of feedback.

Recruitment and selection

In 2022, following a situation analysis of the function of recruitment and selection within the Group, a Corporate Selection Policy was devised and implemented, outlining a sole global strategy which aims to standardise selection processes and, as a consequence, further develop the company's image and employer brand.

Next, in order to automate and systematise selection processes, a global selection tool was established and rolled out to help meet the requirements set out in the Policy and to obtain indicators that allow the company to measure the level of implementation of the defined strategy and the level of success of the selection processes.

Finally, and following a review of Gestamp's position as a brand employer in the market, a corporate employer branding strategy was developed and applied through a range of initiatives in order to boost its ability to attract and capture the best talent (social media, job portals, universities, updates to the website, Formula Student).

Further to this point, after identifying the critical profiles that are most difficult to attract, a talent and attraction plan was launched alongside the L&D, with collaboration from partners at leading institutions for this collective.

ANNUAL REPORT 2022

Finally, as a way of fostering professional career development at Gestamp, an internal channel has been set up (Gestamp Jobs) which grants Gestamp employees priority access to open positions within the Group.

Human resources management

Remuneration

Gestamp, in line with its equal opportunities principle enshrined in its Code of Conduct, promotes gender equality in access to employment, in the promotion of professionals and in equal pay.

Remuneration is based on levels of responsibility, external competitiveness and professional career path, avoiding differences between men and women other than the merits achieved in the performance of their work.

Average remuneration

Average remuneration is the average compensation received by all members of the eligible collective, which takes into account all money received: fixed salary and annual variable pay, extrapolated to full-time hours. In addition, the amounts have been converted to euros using the average exchange rate for 2022. By including the exchange rate variable, the differences between remuneration may be due to macroeconomic variables and not linked in any way to the remuneration policy itself.

This calculation method is the same as the one used in 2021, and as such, the data between the two years can be compared.

Average remuneration by professional category broken down by gender in 2022 for the whole Group

Just as in 2021, to calculate the average remuneration for 2022, we have chosen to calculate it by category. This allows us to obtain uniform collectives from a responsibility point of view, an aspect which is directly linked to employees' remuneration.

As a new feature, however, this year we have included data from the previous year in order to compare and contrast 2022 against 2021.

2022 2021
Men Women Total Men Women lotal
Total 27,982 23,523 27,126 27,395 24,112 26,798
Directors (1) 166,985 119,232 160,185 147,811 108,544 141.656
Middle managers (2) 73,027 67,910 72.043 66,047 62,886 65,406
All other employees 25,206 21,461 24,486 24,890 21,920 24,351

Average remuneration data includes theoretical total annual wages. Scope: 85.5% of the workforce (97.4% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate.

Average remuneration by professional category broken down by gender in 2022 for Spain

The following section details the average salary for employees based in Spain, the country where the Group is most active.

This analysis eliminates variables from the previous section that affected the outcome, such as the cost of living differential, differences in local markets and currency fluctuation.

2022 2021
Men Women lotal Men Women Total
Total 38,648 38,593 38,638 38,083 39,130 38,261
Directors (1) 177,740 132,203 168,894 159,061 128,633 152,322
Middle managers (2) 67,225 68,062 67,445 66,574 64,542 66,059
All other employees 33,674 33,442 33,633 33,487 33,542 33,496

Average remuneration data includes theoretical total annual wages. Scope: 85.5% of the workforce (97.4% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate.

Average remuneration by age in 2022

The following shows the average remuneration by age in 2022.

The table displayed last year included three age brackets. However, in 2022 we have broken it down into three age groups in order to compare this data with the other age-related data given in other sections of this report.

2021
< 35 36- 55 > 55 Total
18,932 30,071 38,534 26,798
2022
< 35 36- 55 > 55 Total
18,915 30,308 40,835 27,126

Average remuneration data includes theoretical total annual wages. Scope: 85.5% of the workforce (97.4% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate.

Average remuneration by age in 2022 for Spain

The following section details the average salary, broken down by age, for employees based in Spain, the country where the Group is most active.

This analysis eliminates variables from the previous section that affected the outcome, such as the cost of living differential, differences in local markets and currency fluctuation.

2022
< 35 36- 55 > 55 Total
32,189 38,705 46,071 38,638

Average remuneration data includes theoretical total annual wages. Scope: 85.5% of the workforce (97.4% excluding joint ventures). The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due to the distribution per country and their different local markets, cost of living and exchange rate.

Gender pay gap

The gender pay gap is the clearest indicator in terms of methodology when analysing the difference in salary between men and women. It is calculated by taking the average remuneration of each country (including fixed salary and variable remuneration, extrapolated to full-time hours and for the whole year). The calculation per market takes into consideration the relative size of each of the markets by dividing it among all eligible employees. This allows us to achieve a reliable global indicator of the difference in salary between men and women.

2022 2021
Pay gap 6.60% 7.83%

The result of the salary gap calculation is 6.60% of the total remuneration (fixed + variable). If we compare this with the figure from 2021, we can see that it has decreased by 1.23 percentage points. These differences are mostly due to the methodology: a more exhaustive analysis would be possible by comparing roles with the same level of remuneration. In addition, this year the sample size is larger given that a greater number of professionals has been included in the analysis for 2022, while the percentage of women in the organisation has also increased.

The 2022 gender pay gap calculation is the result of the great effort made by the company in implementing its own unique global professional classification system, the Gestamp Group Grading System (G3S). During 2021, all employees were assigned to a professional group, as defined in the classification system. In 2022, the entire workforce was reviewed in the classification system in order to obtain the most detailed information possible. What's more, this calculation enables us to keep an up-to-date, robust and reliable database which allows us to compare roles with the same level of remuneration.

In order to perform the analyses, the active workforces as of 31 December 2022 were used for 19 countries (Argentina, Germany, Brazil, China, South Korea, Slovakia, Spain, USA, France, Hungary, India, Japan, Mexico, Poland, Portugal, Czechia, Sweden, Taiwan and the UK). Russia was excluded from this year's calculation given the ongoing geopolitical crisis. As a result, the scope is 97.4% of the total Gestamp workforce (excluding joint ventures and Russia), covering 36,468 people (compared to 42,670 total employees). The 2021 calculation analysed 33,749 people, which represented 94.4% of the workforce (excluding joint ventures). This year, four new countries have been added, which helps increase the percentage of the total sample size compared to the total workforce. Joint ventures were excluded from the calculation because Gestamp is not responsible for managing their remuneration.

Following the methodology used in 2021, the analysis doesn't take into consideration interns, expatriate workers, long-term leaves, partial retirements and companies that don't use the SAP HCM system, which is used to compile the global salary database. Joint ventures are excluded from the analyses as Gestamp has no management responsibilities over them.

The gender pay gap calculation is made using the theoretical annual remuneration, extrapolated to full-time hours. This information is automatically extracted from the SAP HCM system. To guarantee the quality of the data and to review eligible employees, all information has been validated by the local Human Resources teams. It is possible to automatically extract this information from the database thanks to recent efforts to improve the quality of the data, mostly the result of improvements to the interconnection between payroll systems and the definition of salary additions across the Group.

In 2021, the result was obtained by comparing all professionals in the same group, according to Gestamp's classification system (G3S), and who live in the same country. This year, we have improved the calculation method as a result of refining the classification system, providing a more detailed comparison. This allows us to compare roles with the same level of responsibility and which, under the remuneration policy, are in the same salary band. These levels were assigned by following the G3S methodology, which uses objective criteria to ensure there is no discrimination between men and women.

The following table shows the workforce broken down by gender for the last two years. If we compare this year with the figures from 2021, we can see that there are now more female profiles, with the number of women increasing from 18.60% of total employees to 19.20% (both excluding joint ventures).

In terms of women holding positions of responsibility, according to the Gestamp Global Grading System (G3S) methodology, 14.3% of management and 18.8% of medium-level positions are held by women.

Women Men
Professional classification 2022 2021 2022 2021
Senior managers 14.30% 15.30% 85.70% 84.70%
Middle managers 18.80% 20.40% 81.20% 79.60%
All other employees 19.30% 18.60% 80.70% 81.40%
TOTAL 19.20% 18.60% 80.80% 81.40%

* Scope 2022: Employees included in the Gestamp Global Grading System (G3S) (88% of the total workforce, excluding joint ventures)

Absenteeism

The absenteeism rate in Gestamp has remained the same as the previous year, standing at 5.0%. The total number of absenteeism hours in 2022 was 3,718,202. This includes hours lost due to common illnesses, accidents and occupational illnesses, accidents on one's way to or from work, and those that are unjustified. 67% are due to common illnesses.

Region Abs. Hours 2021 Abs. 2021 (%)* Abs. Hours 2022 Abs. 2022 (%)*
South America 384,032 4.20% 449,072 4.4%
North America 464,360 3.20% 394,158 2.6%
Asia 372,361 2.20% 203,245 2.0%
Europe 2,423,827 7.30% 2,690,610 6.8%
Total 3,644,579 5% 3,737,085 5%

Total hours of absence by region

*The absence rate is a ratio between the total absence hours of the group and the total planned working hours.

See Total Hours of Absence by Country in Annex.

Management of labour relations

At Gestamp, labour relations are managed in accordance with union and labour legislation that applies to each geographic area. With union representation in each production plant, all aspects relating to union, labour and employee contractual relations are negotiated.

67% of employees are protected by a collective agreement.

In 2022, 67% of employees were covered by a collective agreement. There are specific Occupational Health and Safety Committees in most production plants. In 2022, 96% of plants had employee consultation and participation mechanisms in place relating to occupational risk prevention, compared to 90% in 2020.

In geographic areas where they are required as a result of historical, cultural or legal obligations, we have inter-centre committees that complement the in-plant negotiating framework.

Country Total Direct
Employees
2021
Total
Employees
Covered by
Agreement
2021
%
Employees
Covered
2021
Total
Direct
Employees
2022
Total
Employees
Covered by
Agreement
2022
%
Employees
Covered
2022
Germany 3,995 3,640 91% 3,883 3,828.00 99%
Argentina 835 835 100% 858 858 100%
Brazil 4,255 4,255 100% 4,880 4,880.00 100%
Bulgaria 166 166 100% 187 187 100%
South Korea 175 133 76% 184 144 78%
Slovakia 348 226 65% 397 277 70%
Spain 5,795 5,795 100% 5,958 5,803.00 97%
United States 4,010 110 3% 4,095 103 3%
France 1,586 1,586 100% 1,604 1,604.00 100%
Hungary 488 0 0% 474 0 0%
India 869 346 40% 868 446 51%
Japan 83 83 100% 89 83 93%
Morocco 378 0 0% 316 0 0%
Mexico 3,141 1,749 56% 3,296 1,999.00 61%
Poland 1,119 706 63% 1,196 1,196.00 100%
Portugal 1,249 621 50% 1,208 648 54%
United Kingdom 1,892 1,352 71% 1,832 1,202.00 66%
Czechia 1,506 0 0% 1,453 0 0%
People's Republic of China 3,708 649 18% 4,901 758 15%
Romania 308 190 62% 462 462 100%
Russia 459 0 0% 229 0 0%
Sweden 241 241 100% 241 241 100%
Thailand 10 0 0% 10 0 0%
Taiwan 17 0 0% 19 0 0%
Turkey 3,277 3,277 100% 4,030 4,030.00 100%
Gestamp Total 39,908 25,960 65% 42,670 28,749 67%

Scope 100% of the consolidation perimeter. The percentage of employees covered is calculated as the total number of employees covered by the Agreement divided by the total workforce of each company. If the % of coverage is higher than 70% of the workforce, 100% coverage is assumed, given that the employees not covered represent management personnel and plant structure.

ANNUAL REPORT 2022

The company has a European Committee that represents all of the countries in its scope, and it organises working groups tasked with combating issues relating to sustainability and risk prevention.

Gestamp places special emphasis on issues that are essential to the Group: respect for union and labour legislation, non-discrimination policies, compliance with the Code of Conduct, occupational health and safety, and training and development in key areas to ensure the correct implementation of the business strategy, which always follows the framework for fundamental rights at work set out in the International Labour Organization (ILO)'s agreements.

Communication with employees and their representatives is fundamental for Gestamp as it allows open, trusting relationships to be built.

The Group facilitates channels for two-way communication in order to provide employees with important information and gain a better understanding of their real concerns and worries. Each centre has its own formal channels for communication between the company and its employees. The most common channels are the local and corporate intranet, the internal newsletter, the satisfaction and organisational climate survey, the suggestion box and the information channels.

Employees also have access to established communication channels at the Compliance Office through which they can report or submit queries regarding the Code of Conduct. The Group has a corporate intranet that provides information on the most significant matters relating to the organisation on a corporate, divisional, plant and individual level.

International mobility

Gestamp employs highly qualified individuals who have the option to move country for a period of time in order to meet the specific needs of certain locations. In many cases, such mobility gives them the chance to lead new projects, like setting up a new plant or implementing new technologies or processes. This capacity to move talent provides flexibility and agility when executing projects.

There are two types of groups:

  • Personnel with short-term assignments: professionals who move for periods of 3 to 12 months.
  • Personnel with long-term assignments: professionals who, due to the particular circumstances of the project and the country, move for periods of 1 to 5 years (maximum) and, in most cases, with their families.

Once the ultimate goal has been achieved, these employees return to their original work centres, leaving the project in the hands of local employees, who take with full or near-full responsibility for its management.

The Group has a Corporate Policy that aims to establish, order, define and oversee the regulations and guidelines that govern employee expatriation within the Group, regardless of the country of origin and/or destination country.

110 In 2022, Gestamp had a total of 82 expatriate employees living abroad for over a year providing international support.

© Gestamp 2023

Country Origin Destination
Brazil 1
Bulgaria 2 2
China 19
Czechia 7
France 2 3
Germany 3 3
Hungary 2
India 1 2
Morocco 3
Mexico 1 7
Poland 5
Russia 2
Slovakia 6
Spain 67 1
Sweden 1
United Kingdom 3 1
USA 2 17
Total 82 82

Personnel with long-term transfers per country of origin and destination

Employee wellbeing

Benefits

In addition to financial remuneration, Gestamp supports its workers with a series of social benefits with the goal of improving their quality of life and that of their families. These benefits are managed locally and they vary depending on the country where the employee works.

At the end of 2022, the company area for benefits was expanded to provide more localised support in this regard and highlight the importance of this practice. The objective for the coming years is to develop a global plan that ensures that all Gestamp employees can access certain benefits, regardless of the country where they work. This objective aims to improve the quality of life and well-being of its employees, while creating more streamlined administration processes, in line with Gestamp's global strategy.

Flexibility and work-life balance measures

Given the nature of the business, at Gestamp's production plants, groups classified as Direct and Indirect Labour have to work in shifts. However, Gestamp promotes shift rotation with the aim of facilitating the adjustment of working hours to workers' specific needs.

For office-based workers in many regions, remote work measures have continued to be employed, in addition to other measures that promote flexibility and a good work-life balance, such as flexible working hours.

In 2022, 103 of Gestamp's work centres implemented measures related to improving employees' work-life balance. As a result of the workforce's positive response to these measures and seeing an opportunity to further increase workers' flexibility and work-life balance, a Flexibility and Work-Life Balance Policy has been implemented.

This policy was introduced in Spain at its Madrid, Barcelona and Basque Country offices, and in 2022 it was extended to different areas of the Group by following the model provided for in the policy established by Corporate, while adapting it to the needs and culture of each particular area. Some of the measures included in Gestamp Group's Flexibility and Work-Life Balance Policy refer to flexible entry and exit times, remote work and disconnection from work, among others.

Organisational climate survey

In 2021 and 2022, employees at 82 work centres completed an organisational climate survey. The survey was given to 25,612 employees, which represents 60% of the Group's end-of-year total workforce. The results indicate that 73.3%* of employees are satisfied with the Organisation.

To reach this figure, the results were standardised to come up with a global satisfaction score given that each work centre conducted a specific survey for its workforce.

TABLES AND ADDITIONAL INFORMATION IN ANNEXES

Information linked to the Chapter 5.1. Talent, which can be found in the ANNEXES section.

  • (I) Distribution of employees by contract type and country
  • (II)Average number of permanent staff by contract type and labour type
  • (III) Average number of employees by contract type, age and gender
  • (IV) Turnover rate (total and voluntary) and number of leaves by gender, age and region
  • (V) Hires by gender, age and country
  • (VI) Layoffs by gender, age and professional category
  • (VII) Total hours worked and absenteeism hours by country
  • (VIII) Workforce profile 2021

5.2 Health and Safety

Occupational Health and Safety is a priority for Gestamp, which has a firm commitment to ensuring a safe and healthy work environment in all areas. In terms of prevention, Gestamp has

evolved from controlling accident control, to its own ambitious management system, which is even stricter than local legislation in some countries.

The following principles are included in Gestamp's Occupational Health and Safety Policy:

  • Health and safety issues must be integrated into daily tasks and decision-making both in the design phase of the workplaces themselves, as well as during the performance of the activity.
  • Preventing occupational accidents and diseases is the essential aim of this Policy. It is achieved by preventing and minimising the risks to the health and safety of people. Therefore, undertaking continuous improvement and actions based on risk analysis.
  • Complying with the legislation of all countries in which Gestamp operates. However, our internal Health and Safety Policy is the Gestamp Group's standard, as it goes beyond what is required by law in most cases.
  • Risks that are important due to their severity, that is, those that may lead to serious accidents, must be prevented or minimised using technical means.
  • By establishing suitable regulations and procedures, as well as training, The Group can control risks that we have not been able to prevent otherwise.
  • Under no circumstances should activity be placed before safety.

Gestamp Health and Safety System

The Gestamp Health and Safety System (GHSS) was developed to support plants in their quest to continuously improve safety. This management system is based on a balanced scorecard with a global indicator, the Gestamp Health & System Indicator (GHSI), which was developed inhouse and makes it possible to evaluate the safety system of all the plants in a homogeneous and consistent fashion.

GHSS is a robust system that seeks ongoing improvement and takes into account both risk analysis and the definition of standards and procedures, as well as training, in order to ensure the safety and health of workers.

Evolution:

From the outset until 2006: Accident rates

  • Only traditional accident rates are used: frequency, severity and average duration

2006: Gestamp Health and Safety Indicator (GHSI)

  • Gestamp developed the GHSI to be implemented as a proprietary indicator that is not affected by external factors or cultural differences, as is the case with traditional accident rates.
  • GHSI is an indicator that goes beyond the international standards of some countries. The same level of requirement is maintained across all of the production plants, and it has been adapted specifically to Gestamp's activity.
  • Factor analysis allows Gestamp to carry out efficient and rigorous prevention management. Plants report quarterly on improvements and are fully audited every two years.

2017: Gestamp Health and Safety System (GHSS)

  • Since 2017, Gestamp has gone a step further by creating an integrated system at all organisational levels. All departments are involved in the system and it receives regional, divisional and corporate support. It is implemented at all the Group´s production plants without exception.

GHSS features

The GHSS Management System is integrated at all organisational levels.

T

Responsibility and functions at all levels

Plants must manage health and safety with the same level of knowledge and standards that they use in their core business.

The model is supported by senior management. Each year a Leadership Meeting is held, where the overall targets for improvement are established based on the Indicator. In addition, the results are submitted to the Board of Directors on a quarterly basis, along with a progress report on the corporate plans and other important matters.

GHSI indicator

The Gestamp Health & Safety Indicator (GHSI) is a tool that ensures the same standards are applied across all plants in the Group, regardless of their size, production process or country. Thus, it is possible to assess and compare the health and safety performance of each plant using shared criteria.

The 2022 version of the Indicator (GHSI) is composed of 79 factors divided into 3 main blocks: Traditional indicators, Working Conditions and Prevention Management.

Each factor is weighted differently, depending on the importance or magnitude of the associated risk. In addition, different safety levels are defined in each one. The greater the risk, the higher the weight.

The final score given is a weighted average that ranges from 0 to 100, with 0 being the most favourable situation.

Internal auditing systems

Full on-site plant audits every two years (2- 5 days)

When a plant enters the system, a full audit is conducted on site at the plant. In addition to assessing the safety conditions and prevention management in place at the plant, this is used to provide safety-related training to the parties that are directly responsible in this regard.

Once it is part of the system, these audits are repeated every two years in order to ensure that the indicator continues to reflect the actual safety situation at the plant. They also allow the Group to verify on-site whether the improvements made and approved remotely each quarter have been consolidated, to refresh safety standards and to get first-hand feedback from the plants.

Face-to-face audits were cancelled during 2020 and 2021 due to the pandemic Covid19 and resumed in 2022. Fifteen European plants have been audited with good results overall. This means that, despite the interruption of audits, the system has continued working in the Group. A normal rate of audits is expected to return by 2023, with 50% of plants audited every two years.

Quarterly remote audits

These are audits of factors that the plant aims to improve; they are conducted remotely through the use of an internally developed IT application.

The plants must report their improvements in the first 15 days of each quarter. The improvements are first validated by the Division-level prevention managers, who act as advisors, then move on to the audit phase.

The criteria followed are exactly the same as for full audits and the same auditors review them. The difference is that only the improvements proposed by the plants, which have been validated by their advisors, are audited. To guarantee the use of uniform criteria, there is a guide linked to the indicator that outlines the criteria.

In addition, other documents are also being produced that provide further details on the criteria of certain factors of the indicator, such as hygiene risk management, subcontractor management, working at a height, maintenance of metal shelving and management of lifting devices, to name a few.

The total number of factors/improvements reviewed in the year was: 733

Continuous improvement

One of the key contributors to the success of the GHSS, is the commitment to continuously improve in all the following aspects:

  • Internal audits and reviews.
  • Regular follow-up meetings with local and regional teams.
  • Creation of digital resources to develop the most critical topics: accident reports and videos, machine safety standards, technical safety reports and specific management guides.
  • Internal communication: publication of catalogue of best practices, annual targets and quarterly reports related to the Indicator, important news items and discussion forums.
  • Communication channel open for all Gestamp employees by means of an exclusive email account.
  • Active collaboration with corporate departments to raise awareness about and improve the system. Participation in sector associations and forums.
  • Comparative analysis activities with other companies.

Safety alerts

Serious accidents and incidents with implications on prevention within the Group are used as an awareness-raising measure.

The investigation carried out by the plant, together with a video or photographs of the event are shared via the prevention web community. This information is completely anonymous. The important thing is not where it happened, but that it happened at a Group work site, and we must prevent the situation from repeating itself. During 2022, 4 safety alerts were published. Since the launch of the initiative, 27 Alerts have been published with great success.

ISO 45001 Certification

Gestamp's own GHSS system allows for the incorporation of minimum mandatory standards in each of the plants regardless of the country, legislation or culture. It is a robust system that is implemented across the entire Group, and recognised at all organisational levels. In the 5 years that the system has been in place, no fatal accidents have occurred, which is a milestone for an industrial group.

Taking into account the robustness of GHSS and the organisation's commitment to Health and Safety, in 2022 the decision was taken to certify the system under the international standard ISO 45001.

In record time, almost 100% of the Group's plants have achieved ISO 45001 certification through the multisite model (except for the 4 plants located in Russia, due to the war in Ukraine).

This achievement has been possible thanks to having a prior system such as GHSS, fully implemented across the organisation, demonstrating Gestamp's firm commitment to Health and Safety, as well as the continuous work and effort of all teams.

2022 Review

In 2022, accident rates went down: by 7% for the Frequency Rate and 3% for the Severity Rate. In addition, Gestamp has had no fatal accidents at its facilities since 2017.

Traditional Indicators 2020 2021 2022
Group Frequency Rate1 9 10 9
Direct Employees 9 10 9
Subcontracted Employees 12 9 10
Group Severity Rate2 0.16 0.16 0.15
Direct Employees 0.16 0.17 0.16
Subcontracted Employees 0.18 0.09 0.13
2021 2022
Indicators Male Female Group Male Female Group
Frequency Rate1 12 2 10 11 1 9
Severity Rate2 0.18 0.05 0.16 0.19 0.02 0.15
Total Accidents3 786 33 819 796 26 822
Direct Employees 702 32 734 678 22 700
Subcontracted Employees 84 1 85 118 4 122
Fatal accidents 0 0 0 0 0 0
Total Occupational Disease 4 1 0 1 3 0 3
Direct Employees 1 0 1 2 0 2
Subcontracted Employees 0 0 0 1 0 1

(1) Frequency Rate: Number of occupational accidents with sick leave and diseases/per 1,000,000 hours worked

(2) Severity Rate: Number of work days (M-F) lost due to occupational accidents or diseases/per 1,000 hours worked

(3) Accidents occurred with sick leave regarding all workers who carry out tasks inherent to or necessary for our activity. TEA workers and outsourced services are included. Does not include commuting accidents

(4) Occupational disease: contracted as a result of exposure to risk factors inherent in work activity and reported by a doctor.

Working conditions and prevention management

According to performance in the previous year and the starting situation, each production plant establishes its action plan with the aim of making improvements.

Evolution of working conditions and prevention management in 2022 by division

Division Working conditions Prevention management
% improvement % improvement
South America 3% 8%
Southern Europe 0% 4%
Asia 4% 9%
North America 5% 10%
Germany - Hungary 1% -1%
Northern Europe 5% 9%
Edscha 2% 4%
TTE 1% 11%
Gestamp 3% 7%

Despite difficulties arising from the COVID-19 pandemic, the GHSS has proven to be a robust system, not only by remaining fully active during this time, but also by achieving substantial improvements across all divisions. Thus, in 2022, a group-wide improvement of 3% was achieved in the Working Conditions segment and 7% in Prevention Management.

Future challenges

Working conditions

  • Automated Guided Vehicles (AGVs)

The use of self-driving vehicles to move loads in the workplaces is becoming increasingly widespread, reducing the number of forklifts and controlling the risk of being run over.

Like with any new technology, it comes with new risks. To keep them under control, the Group is developing technical documentation to support new projects, defining the safety requirements for acquiring this technology and considering the various technical solutions available on the market.

  • Safety Radars

The new safety radars can be integrated into most of Gestamp's processes to improve safety levels.

It is a new and certified system comparable to the most efficient detection systems, but it is special in that it does not require maintenance nor replacement parts. This makes facilities more reliable and safer in terms of H&S, more cost-effective in terms of production and more sustainable.

During 2022, a pilot test installation was carried out in a robotic cell in a plant in Spain, and there are plans to implement this system in other Gestamp plants in 2023.

Prevention management

  • Plan 2025

In 2022, Plan 2025 was put forward, which sets out new key factors for establishing the Group's Health and Safety strategy for the coming years.

Plan 2025 aims to reduce the accident rate by focusing on the highest risk factors, taking into account their severity in the event of an accident occurring. Corporate shall provide support and monitoring to production plants, focusing on certain factors of the GHSI indicator: specific training, definition and modification of equipment and work sites, machine malfunctions and maintenance.

The corporate and divisional teams will work together with production plants to create supporting documents to meet the proposed objectives, and to follow up closely with quarterly meetings to check on the implementation of the factors.

- Psychosocial Risk Assessment

Following the integration of the new factor into the Group's indicator, psychosocial assessments were carried out in 2022 at plants in the United Kingdom, Poland, Czech Republic, Slovakia and Sweden, with around 2,900 questionnaires completed.

The importance of psychosocial factors for workers' health has been increasingly recognised. Changes in organisations, current globalisation processes and exposure to psychosocial risks have become more frequent and intense, making it appropriate and necessary to identify, assess and control them in order to prevent the associated risks to health and safety at work.

In order to monitor plant implementation more exhaustively and encourage improvement, a new factor has been created to define Gestamp's psychosocial assessment model.

With this change, the GHSI will go from having 78 to 79 factors in the 2022 version.

- Ergonomic Assessments

As part of the corporate strategy in the area of Prevention Management, a Practical Application Guide for Ergonomic Assessments in Workplaces was created in 2022.

Among the support material developed to accompany the plants in their evaluation process are the update of the corporate procedure including the detail of the method suggested by the Sue Rogers group; A base template for conducting the assessments has also been created and, finally, a practical guide consisting of videos and step-bystep explanation on how to complete the assessment has been developed.

Currently all plants in Mexico have been evaluated using this guide. Throughout 2022, more than 1300 evaluations have been carried out in the stamping, assembly, laser cutting and painting processes and at least 13 workstations have been significantly improved.

In 2023, ergonomics assessments are expected to be carried out at the Gestamp Aycliffe plant (UK), one of the Group's largest work centres with more than 1,000 employees.

Production plants in Argentina have developed and integrated an ergonomic validation system for new projects through the use of the corporate project management tool GPCS (Gestamp Product Creation System). For this, the engineering team of the plants has been trained in ergonomic risks. This training includes the principles of corporate management system (GHSI), and the detection of physical risks to prevent musculoskeletal disorders, with the aim of defining the basic guidelines in the design of jobs from the phase of development, construction, installation and operation in the workplace.

As part of the corporate strategy in the field of prevention management, a practical application guide for ergonomic assessments in workplaces was created in 2022

- Help Guides on Critical Factors

After carrying out a study of the factors with the highest percentage of rejection in reviews through the application, Gestamp was able to identify the points on which to develop support material in the form of guides, best practices or success stories.

The project has started with the development of guides for factors that resolve highseverity risks, such as machine intervention and lock-out/tag-out of machines and facilities.

5.3 Local Communities

Social Contribution

Gestamp views sustainability as striking a balance between economic growth, social development and proper management of its environmental footprint. With this in mind, responding to the needs of the communities in which Gestamp operates, and helping to improve the quality of people's lives, is seen as both a responsibility and an opportunity on the path towards achieving the sustainable development of the business.

In order to fulfil this objective, Gestamp seeks to align its social contribution with its business activity, through medium and long-term social projects in the communities in which it operates, reinforcing trust between those communities and the company, and enhancing its positive contributions.

The Group collaborates on local initiatives promoted by economic organisations (business, technology and innovation clusters and associations) as well as social and environmental ones (road safety, education, environmental awareness, socio-economic development, etc.).

On a global level, Gestamp participates in international programmes to meet the biggest challenges of our century. In 2008, the company joined the UN Global Compact and has adhered to the Sustainable Development Goals since they were approved in 2015.

Social Action Policy

In 2022, Gestamp published a Social Action Policy, approved by the Board of Directors and the Sustainability Committee, which sets out the foundations and strategic pillars of the Group's Social Action.

Gestamp's social action is centred around the following three priority areas, with the aim of aligning its social contribution with its business activity and ensuring coherence, while also focusing on providing the maximum positive social impact. The deployment of the Group's Social Action policy will be carried out during 2023 with the support of the Human Resources managers of each plant and work centre.

Education and training:

The Group is firmly committed to socio-economic development and technical, industrial and digital training for young people. In this way, the company encourages new generations to gain the education and skills required to enter the job market under the best conditions and to improve their employability. This line of action also extends to extracurricular support, efforts to reduce school dropouts, equal opportunities in education and access to education for vulnerable groups.

SDGs related to EDUCATION AND TRAINING

Mobility and Transport:

Another priority area for social action at Gestamp is road safety, including initiatives, volunteering and donations directed towards efficient driving and the prevention of road accidents. In relation to mobility, the Group, aims to support social action projects that promote mobility as a means of progress, as well as improve the quality of life for vulnerable people, with a particular focus on the local communities where Gestamp is present.

SDGs related to MOBILITY AND TRANSPORT

Environment:

Finally, Gestamp prioritises and drives initiatives that seek to protect the environment where the Group is present, as well as those that promote energy conservation and efficient energy use within the automotive industry.

SDGs related to ENVIRONMENT

Principles of Conduct:

The following principles of conduct shall guide Gestamp's social action:

  • Collaboration: Gestamp works with institutions, non-governmental organizations, private companies, educational and other entities for the effective development of its social action. Relationships and collaborations with public or private institutions are aimed at combining efforts to support the community.
  • Ethics and Transparency: Gestamp takes an ethical and transparent approach to its collaborations with other bodies, so that these collaborations are not exploited for purposes contrary to the applicable legislation at any given time. The Group's established procedures for third party due diligence shall be applied.
  • Long term: Gestamp's social action initiatives and its relationship with communities, as well as its business activities, are intended to be permanent in the medium and long term.
  • Adapting to local needs: For every project it undertakes, Gestamp is committed to initiatives that adapt to the local needs and demands of the communities in which it operates.

  • Employee involvement: social action initiatives provide the opportunity to channel employees 'concerns over solidarity and commitment, which is why Gestamp encourages volunteering among its employees.
  • Leaving an impact: the ultimate goal of Gestamp's social action is to create a positive impact on the local communities where it operates and to contribute towards improving people's quality of life, beyond its own business activity.

Collaboration with non-profit organisations

In 2021, Gestamp changed its system of identification, classification and evaluation of social contribution. Since January 2021, it has been using the Business for Social Impact methodology (B4SI, formerly LBG (London Benchmarking Group)). However, since 2013, Gestamp has reported its social contribution through the LBG Spain methodology. In 2022, Gestamp continued to employ the B4SI methodology.

In 2022, the company worked together with 147 project partners on a total of 236 social initiatives. A total of 808 employees volunteered to take part in these efforts, with the total value of the contribution amounting to 1,211,093.46 euros.

By type of contribution, most of the activities were made as a monetary contribution (81.8%), followed by the contribution in kind, (10.6%) such as donations of surplus construction materials to non-profit entities, or surplus office supplies and movable objects to families affected by natural disasters. Due to the humanitarian crisis caused by the Ukraine War, in-kind donations have been significantly increased compared to the 2021 contribution. Another contribution is the volunteer hours dedicated by employees during their working hours (7.6%).

KEY INDICATORS 2020 2021 2022
Number of initiatives 140 149 236
Employees participating in volunteer work 2,437 2,784 808
Project Partners 228 94 147

MAIN SOCIAL CONTRIBUTION FIGURES (as per the B4SI model)

CONTRIBUTION TYPE 2020 Monetary
value (€)
2020% 2021 Monetary
value (€)
2021% 2022 Monetary
value (€)
2022%
Monetary 1,183,488 87% 356,932 48% 976,905.52 80,7%
Time 165,461 12% 365, 619 49% 97,483.20 8 %
In kind 11,965 1% 26,325 4% 136,704.74 11,3 %
Total 1,360,914 € 100% 748,877 € 100% 1,211,093.46 100%

MAIN FIGURES BY AREA OF ACTION (ACORDING TO B4SI MODEL)

Area of
Action
No. of
Initiatives
2020
Total Monetary
Contribution 2020
% No. of
Initiatives
2021
Total
Monetary
Contribution
2021
% No. of
Initiatives
2022
Total
Monetary
Contribution
2022
%
Art and
Culture
1 €274 0.02% 1 €200 0.03% 6 117,930 € 10%
Humanitarian
Aid
8 €2,721 0.20% 11 €67,812 9.06% 14 105,898 € 9%
Social Well
being
29 €38,167 2.80% 21 €30,584 4.08% 91 80,012 € 7%
Economic
Development
11 €292,907 21.52% 6 €167,770 22.40% 41 580,036 € 48%
Education 42 €391,817 28.79% 37 €297,156 39.68% 46 304,498€ 25%
Environment 14 €24,511 1.80% 17 €53,066 7.09% 9 3,898 € 0%
Other 0 €0 0.00% 34 €27,850 3.72% 0 0 € 0%
Health 35 €610,517 44.86% 22 €104,434 13.95% 29 18,820 € 2%
Total 140 €1,360,914 100.00% 149 €748,877 100.00% 236 1,211,093 € 100%

MAIN FIGURES BY SDG (ACORDIG TO B4SI MODEL)

BREAKDOWN BY
SUSTAINABLE
DEVELOPMENT
GOALS
No. of
Initiative
s 2020
Financial value
2020 (euros)
2020% No. of
Initiative
s 2021
Financial
value 2021
(euros)
2021% No. of
Initiative
s 2022
Financial value 2022
(euros)
2022
%
SDG 1. No Poverty 13 12,800 € 1% 9 8,339€ 1.1% 81 163,725 € 14%
SDG 2. Zero Hunger 9 8,191 € 1% 7 16,381 € 2.2% 0 0 € 0%
SDG 3. Good Health
and Well-being
43 622,854 € 46% 34 149,662€ 20.0% 39 24,006 € 2%
SDG 4. Quality
Education
42 388,991 € 27% 41 288,150€ 38.5% 51 387,090 € 32%
SDG 5. Gender
Equality
0 0 € 0% 5 15,447 € 2.1% 3 1.826 € 0%
SDG 6. Clean Water
and Sanitation
0 0 € 0% 2 774 € 0.1% 0 0 € 0%
SDG 7. Affordable
and Clean Energy
0 0 € 0% 3 2,331 € 0.3% 1 45,000 € 4%
SDG 8. Decent Work
and Economic
Growth
8 21,964 € 2% 14 129,545€ 17.3% 49 583,738 € 48%
SDG 9. Industry,
Innovation and
Infrastructure
0 0 € 0% 2 55,360 € 7.4% 0 0 € 0%
SDG 10 5 10,021 € 1% 0 0 € 0,0% 1 760 € 0%
SDG 11. Sustainable
Cities and
Communities
0 0 € 0% 7 21,695€ 2.9% 3 1,400 € 0%
SDG 12. Responsible
Consumption and
Production
0 0 € 0% 4 28,980 € 3.9% 0 0 € 0%
SDG 13. Climate
Action
14 24,511 € 2% 6 2,635 0.4% 8 3,549 € 0%
SDG 15. Life on Land 0 0 € 0% 4 18,366 € 2.5% 0 0 € 0%
SDG 16. Peace,
Justice and Strong
Institutions
0 0 € 0% 0 0€ 0% 0 0 € 0%
SDG 17 6 271,483 € 20% 11 11,206€ 1.5% 0 0 € 0%
Total 140 1,360,815 € 100% 149 748,877 € 100% 236 1,211,093 € 100
%

The total calculation of Social Action of the Group during 2022 was 1,211,093 euros, this figure differs from the figure provided in 2021, (748,877€), due to the increase in investment in the area of action "Humanitarian Aid", aimed at alleviating the effects of the Humanitarian Tragedy, as a result of the War in Ukraine. This deviation is also due to the fact that, in 2021, the Group experienced cuts in all divisions due to effects of the Covid19 pandemic. In 2022, the levels of investment in Social Action are once again similar to the pre-pandemic levels we saw in 2019 or 2018. €1,339,723 and €1,670,662, respectively.

Gestamp joins forces with CODE to promote education in programming languages

As part of the company's strategy, Gestamp fosters employability by providing technical and industrial training and skills-building for young people in the local communities where the Group operates.

The NGO Code.org fosters quality computer science education to democratise and bring programming closer to young students. Gestamp takes part in this global project to contribute towards training digital natives, eliminate talent gaps and promote a future with more opportunities. As a partner, Gestamp is committed to this project to mutually foster the development of computational thinking among young people and students, while training them in programming, the cornerstone of the digital transformation of today and the future.

"I Speak Code" Summer Camp

In July, Gestamp and CODE set up a summer camp for boys and girls between the ages of 8 and 14, children or family members of Gestamp employees in Madrid. A total of 29 children were given the opportunity to learn and put into practice basic principles of programming at Gestamp's facilities.

Video: https://www.youtube.com/watch?v=WkIYAn4UDjU

Ukraine:

Gestamp organizes humanitarian aid for refugees in Poland and the Czech Republic

The Wrzesnia and Wroclaw plants (Poland) and the Edscha Kamenice plant (Czech Republic) were involved with the local communities that received a large number of refugees from Ukraine, given their proximity to the Ukrainian border. They showed particular interest because several of their employees are from Ukraine.

These plants drove specific efforts in Poland and the Czech Republic. Refugees were provided with welcome packs containing basic hygiene products, and integration initiatives were launched in the area including language courses, legal advice and psychological support.

Collaboration with the Red Cross

With the aim of supporting local communities, Gestamp came together with the Red Cross in its appeal to support the humanitarian action of the International Red Cross and Red Crescent Movement in Ukraine and neighbouring countries, such as Poland and the Czech Republic, where Gestamp operates.

Gestamp invited its employees from around the world to take part in this donation campaign, which has helped to provide food, water, medical supplies, accommodation, psychological support and mobile healthcare teams, among other things.

Participation in associations and organisations

Gestamp endeavours to promote the industry and local development from various angles. Putting this commitment into practice, the company is actively involved in a range of initiatives geared towards social and economic issues, in the form of business clusters and associations.

Gestamp takes part in organisations, institutions and forums that aim to foster socio-economic development, innovation and quality and to contribute to spreading knowledge about the automotive industry.

ANNUAL REPORT 2022

In November 2021, the General Assembly of the Spanish Association of Automotive Suppliers (SERNAUTO) approved Francisco J. Riberas, at the proposal of the Board of Directors, as the new president of the Association to represent and promote this strategic industry for the country.

Innovation is a strategic priority for the Group, promoted through its involvement in organisations such as the University Institute of Automobile Research and the COTEC Foundation. Gestamp practices what is known as sustaining innovation, which seeks to strengthen the core business and ensure sustainability, efficiency and competitiveness.

Technology transfer and knowledge management are also priority issues in the business model, which is why the Group supports numerous educational programmes and dual vocational training schemes.

Participation in technological associations helps us in the transfer process of new technologies, which is the usual mechanism through which the organisation adapts to the requirements entailed in new projects. These new projects also end up fostering socio-economic development as a whole.

The Institutional Relations Department, seeks to show different institutional audiences (governments, chambers of commerce, business associations, Spanish embassies abroad and diplomatic missions in Spain, trade unions and employers' organisations, educational institutions, local administrations and think tanks, among others) Gestamp's contribution to society, participating in the drafting of public policies and regulations as a corporate citizen, with ethics, transparency, integrity and professionalism in our institutional dialogue. Furthermore, Gestamp is registered in the EU Transparency Register and abides by the rules and principles set out in Annex I of the Interinstitutional Agreement.

The following are just a few of the associations and organisations that Gestamp participates in:

Bilateral Chambers of Commerce

  • German-Spanish Chamber of Commerce (AHK)
  • British Chamber of Commerce in Spain
  • Brazilian-Spanish Chamber of Commerce (CCBE)
  • Spain-China Council Foundation (Chair)
  • Spain-USA Council Foundation-
  • Spain-Japan Council Foundation-
  • Moroccan-Spain Economic Council (CEMAES)
  • Spanish Chamber of Commerce in the UK
  • French Chamber of Commerce in Spain
  • Spanish Chamber of Commerce in Japan
  • Spain-China Business Advisory Council (Chair)

Spanish regional clusters

  • Automotive Cluster of the Basque Country (ACICAE)-
  • Automotive Cluster of Aragon (CAAR)
  • Automotive Cluster of Cantabria (GIRA)-
  • Automotive Cluster of the Community of Valencia (AVIA)
  • Automotive Company Cluster of Galicia (CEAGA)-
  • Automotive Industry Cluster in Catalonia (CIAC)
  • Automotive Forum of Castilla y León (FaCyl)

Industrial associations

  • SERNAUTO (Spanish Association of Automotive Suppliers) Chair
  • ASEPA (Spanish Association of Automotive Professionals)
  • STA (Association of Automotive Engineers)-
  • INSIA (University Institute of Automobile Research)
  • AEC (Spanish Quality Association)
  • Industry 4.0 Chair of the Comillas Pontifical University
  • OESA (Original Equipment Suppliers Association)
  • INA (National Automobile Parts Industry) in Mexico
  • UPM (Unió Patronal Metallúrgica)
  • Foment de Treball
  • Logistop
  • AIC. Automotive Intelligence Center

Economic Associations

  • Círculo de Empresarios (Businessmen Association)
  • Spanish Exporters and Investors Club
  • IADG (Atlantic Institute of Governance)
  • IEF (Family Business Institute)
  • CEOE (Spanish Confederation of Business Organisations)
  • CCE (Spanish Chamber of Commerce)
  • COTEC Foundation for Innovation

Professional associations

  • AED (Spanish Association of Executives)
  • APD (Association for Management Progress)
  • Corporate Excellence Centre for Reputation Leadership
  • DIRCOM (Association of Communication Managers) Chair
  • FUNDACOM (Spanish-Portuguese communication platform)
  • CPOnet. Social Network of Purchasing Professionals
  • AERCE (Spanish Association of Purchasing, Contracting and Procurement Professionals)
  • Tecnalia

ESG Associations:

  • Forética (Corporate Social Responsibility association for businesses and professionals)
  • Spanish Network of the United Nations Global Compact
  • Business for Social Impact Steering Committee
  • Spanish Business Council for Sustainable Development
  • CEOxlaDiversidad (CEO for Diversity- promoted by the Adecco Foundation and CEOE)
  • CSR Europe

6. GOVERNANCE

  • 6.1 Governing Bodies
  • 6.2 Risk Management
  • 6.3 Ethics and Regulatory Compliance

6.1 Governing Bodies

Shareholding Structure

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

  • Acek Desarrollo y Gestión Industrial, S.L. ("Acek") holds 136,165,236 shares, representing 23.66% of the Company's total share capital;
  • Gestamp 2020, S.L. ("Gestamp 2020") holds 288,332,760 shares, representing 50.10% of the Company's total share capital. Acek holds 75% of the share capital of Gestamp 2020, while Mitsui & Co. Ltd. holds the remaining 25%.
  • The rest of the share capital, i.e. 26.24% is free float.

All shares belong to a single class and series and provide their owners with the same rights and duties.

Corporate Governance System

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

  • Company Articles of Association
  • Regulations of the General Shareholders' Meeting
  • Regulations of the Board of Directors
  • Code of Conduct
  • Internal Code of Conduct with regard to the Securities Market
  • Particular corporate policies

The Corporate Governance rules are periodically reviewed and updated. The contents are modelled and based on Gestamp´s commitment to the Best Corporate Governance Practices, business ethics and social responsibility in all areas of action.

Governing Bodies

To meet commitments to transparency and business ethics, the Company implements its rules of corporate governance through the following Governing Bodies, which distinctly undertake strategy and supervision, and administration and management duties.

REGULATIONS

The General Shareholders' Meeting is the shareholders' main way of participating in Gestamp, and it is the Company´s highest decision-making body where all duly convened shareholders gather to discuss and decide on, subject to the majority requirements applicable in each case, matters falling within its scope of authority.

Functions

The General Shareholders' Meeting decides on matters within its competence in accordance with the provisions of the Law and our corporate rules, and is responsible for the duties set out in Article 5 of the Regulations of the General Shareholders' Meeting of Gestamp.

Rights of shareholders

Shareholders are entitled to examine all the documents related to the General Shareholders' Meeting as of the date on which the Meeting is called, at the company's registered office or via the Gestamp website.

Moreover, between the publication date of the notice of the General Shareholders' Meeting and the fifth day prior to the date scheduled for the meeting on first call, shareholders may request in writing any reports or clarifications they deem necessary or draw up in writing any questions they consider pertinent, concerning the matters included on the agenda.

In addition, a number of shareholders representing at least three percent (3%) of the share capital will be entitled to request publication of an addendum to the notice of the General Shareholders' Meeting, including one or more additional items on the agenda, within the deadlines and in the manner set forth by Law.

Similarly, shareholders representing at least three percent (3%) of the share capital may submit substantiated proposals for resolutions on any matters already included or which should be included on the agenda, within the term and in the manner established by Law. Said proposed resolutions and, where appropriate, supporting documentation, will be continuously published on Gestamp's website.

BOARD OF DIRECTORS

The Board of Directors is responsible for supervising, managing, controlling and representing the Company.

At the core of its mission, it must establish the approval of the Company's strategy and the organisation required to put it into practice, as well as the supervision and control of goal achievement by management, and respect for the Company's purpose and interests.

The rules on the composition, responsibilities and functioning of our Board of Directors are governed by Law and our corporate rules, corresponding to the duties set out in Article 8 of Gestamp's Regulations of the Board of Directors.

Composition

The Board of Directors is composed of 13 members, of whom 7 are independent directors, 3 are proprietary, 2 are executive, and 1 is an external director. Thus, Gestamp not only complies with Recommendation 17 of the Good Governance Code for Listed Companies, which entails having at least 50% of the Board of Directors represented by independent directors, it goes one step further and has majority of independent directors.

Member Position Category
Mr Francisco José Riberas Mera Executive Chairman Executive
Mr Juan María Riberas Mera Vice-Chairman Proprietary
Mr César Cernuda Rego Member Independent
Ms Ana García Fau Member Independent
Ms Chisato Eiki Member Proprietary
Mr Francisco López Peña Member Executive
Mr Norimichi Hatayama Member Proprietary
Mr Alberto Rodríguez-Fraile Díaz Member Independent
Mr Javier Rodríguez Pellitero Member Independent
Mr Pedro Sainz de Baranda Riva Member Independent
Mr Gonzalo Urquijo Fernández de Araoz Member Other external directors
Ms Marieta del Rivero Bermejo Member Independent
Ms Loreto Ordóñez Solís Member Independent
Mr David Vázquez Pascual Secretary Non-director
Ms Elena Torregrosa Blanchart Vice-secretary Non-director

For more information on directors, visit the Gestamp website.

Diversity of the Board

The Board of Directors' Selection Policy, approved by the Company's Board of Directors on December 14th , 2017, at the proposal of the Nomination and Compensation Committee, and later amended on 26 July 2022, sets out the procedures and mechanisms for the selection of directors to always ensure an appropriate and diverse composition of the Company's Board of Directors. 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.

ANNUAL REPORT 2022

Diversity. This principle states that diversity of skills, knowledge, experience, backgrounds, nationalities, age and gender shall be encouraged, in order to enrich the decision-making process and to bring different perspectives to discussions on matters within the Board's competence.

The Board of Directors' Knowledge, Skills, Diversity and Experience Guide sets out the knowledge, skills, diversity and experience that the Board of Directors as a whole must possess such that it serves as a reference and support tool for the Board of Directors' Selection Policy.

This guide, approved on 14 December 2017 by the Board of Directors at the proposal of the Nomination and Compensation Committee, develops the aforementioned principles and establishes that, for the purposes of selecting candidates and re-electing Directors, and in the face of equal knowledge and experience, diversity is to be encouraged, thus preventing discrimination on grounds of gender, age, culture, religion and race, and that the composition of the Board of Directors is to be in accordance with the demographic reality of the markets in which the Company operates.

In pursuit of this principle of diversity, and specifically gender diversity, on 26 July 2022, the Board of Directors, following a proposal by the Nomination and Compensation Committee, approved the introduction of certain amendments to the Selection and Diversity Policy of the Board of Directors, including the Board of Directors' commitment to making sure the Company's diversity measures ensure a significant number of senior managers at the Company, in accordance with the provisions of Recommendation 14 of the Good Governance Code of Listed Companies.

As a whole, the Board must possess the knowledge, skills and experience needed to guarantee the adequate governance of the Company in line with its activities, including its main risks, ensuring that it has effective capacity for independent and autonomous decision-making in the Company's interest. For the purposes of defining the skills, knowledge and experience that are deemed most appropriate for the Board of Directors as a whole and in order to verify the suitability of a candidate whenever a vacant position on the Board opens up, the Nomination and Compensation Committee approved the following matrix for the Board of Directors at its meeting on 10 May 2022.

ANNUAL REPORT 2022

9 P 2 2 2 3 B 3 P 2 PD PD 97
Francisco J.
Riberas
Mera
Francisco
López
Рећа
Norimichi
Hatayama
Alberto
Rodríguez
Fraile
Pedro
Sainz de
Baranda
Gonzalo
Urquijo
Fdz. de Araoz
Ana
García
Fau
Juan Maria
Riberas
Mera
Javier
Rodriguez
Pellitero
César
Cernuda
Rego
Chisato
Eiki
Loreto
Ordoñéz
Solis
Marieta
del Rivero
Bermejo
PROFESSIONAL EXPERIENCES NOMINATION & COMPENSATION COMMITTEE AUDIT COMMITTEE ESG COMMITTEE
Experience on governing bodies, steering committees or in
the management of other listed or relevant companies
0 0 0
2
Experience in strategy definition and execution
0 0 0 0 O
Experience in growing companies or /and in consolidation
3
process
0 0 0 0 0 0
4
Experience in international environments
0 0 0 0 0 0 0 0 0
Experience in sectors with a high technological development
5
or companies undertaking a digital transformation process
0
6 Experience in the automotive industry 0 0 0
7
Experience in the steel industry
0 0
Experience in ESG
8
(Environmental, Social & Governance)
0 0 O 0 C
SKILLS & KNOWLEGDE
9 Legal
10 Accounting and Finance O 0
]] Audit
12 Risk Management O O 0
GOOD CORPORATE GOVERNANCE
13 Independence 0 0 0 0
14 Diversity (nationality, gender, culture ) 0 0 0 C

This matrix will be updated on a regular basis in line with the potential vacancies that arise in the Board of Directors and the new challenges and opportunities faced by the Company in the short, medium and long term.

Evaluation of the Board of Directors' performance

In accordance with the Regulations governing Gestamp's Board of Directors, the Board shall devote the first of its annual meetings to evaluating its own functioning in the previous year and, where appropriate, adopting an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors shall also evaluate (i) the performance of the duties of the Chairman of the Board and, should the position be held by a different person, that of the chief executive officer of Gestamp, based on the report submitted by the Nomination and Compensation Committee; as well as (ii) the functioning of the Committees of the Board of Directors, based on the reports submitted. This evaluation, in compliance with Recommendation 36 of the Code of Good Governance, is carried out with the advice of an external consultant every three years.

The evaluation process of the Company's Board of Directors for 2022 began on 7 November 2022 and was coordinated by the Nomination and Compensation Committee, at the request of the Chairman of the Board of Directors. In accordance with Recommendation 36, the external consultant was not consulted this year as he was involved in the evaluation process in 2020.

The 2022 evaluation process consisted mainly of completing an 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 Nomination and Compensation Committee.
  • Functioning and composition of the Sustainability Committee.

On 19 December 2022, the results of their evaluation were submitted to the Nomination and Compensation Committee, as well as those regarding the evaluation of the Board of Directors, the Chairperson of the Board of Directors and the Secretary of the Board of Directors. On 14 December 2022 and 19 December 2022, the results of their evaluation were submitted to the Audit Committee and the Sustainability Committee, respectively. After analysing the results, each of the Committees issued a report on the evaluation. In addition, the Nomination and Compensation Committee prepared an action plan to be presented at the first meeting of the Board of Directors in 2023 together with the reports issued by each of the Committees.

Although the result of the evaluation corresponding to the year 2022 has been positive, the action plan resulting from it includes a series of recommendations on aspects of the functioning of the Board of Directors, to be carried out during the year 2023.

Calling and regularity of meetings

The Board of Directors shall meet as often as necessary to effectively perform its duties, provided this is required in Gestamp's interest, and at least six times a year with at least one meeting being held per quarter.

In 2022, the Board of Directors met on 8 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 100%.

Executive Chairman of the Board of Directors

Name: Francisco J. Riberas Mera

Position: Executive Chairman

Appointment as Chairman: 3 March 2017 with effect from 24 March 2017

The chairman of the Board of Directors of the Company is elected from among the members of the Board after a report from the Nomination and Compensation Committee. The Board, after receiving the report from the Nomination and Compensation Committee, may appoint one vicechairman or more to replace the chairman in the event of absence or incapacity.

Last appointment as Chief Executive Officer: 7 May 2021 with effect from 26 July 2021. The Board of Directors can permanently delegate its powers to one or more members of the Board, except for those powers reserved for the Board by Law, the Articles of Association or the Regulations herein.

The permanent delegation of the Board of Directors' powers and the appointment of the director or directors vested with the delegated powers shall not be valid unless they receive the favourable vote of at least two thirds of the members of the Board of Directors. The CEO's

appointment is proposed by the chairman following a report by the Nomination and Compensation Committee.

Duties as Chairman:

  • Status of Chairman of the Company and all company bodies that he forms part of, which he permanently represents.
  • He may also have the status of chief executive of the Company and as such be responsible for the effective management of the Company's business, always in accordance with the decisions and criteria established by the General Shareholders' Meeting and Board of Directors.
  • Prepares and submits to the Board of Directors a schedule of meeting dates and agendas; organises and coordinates regular evaluations of the Board and, where applicable, that of the chief executive; he exercises leadership of the Board and is accountable for its proper functioning; he ensures that sufficient time is given to the discussion of strategic issues, and approves and reviews introductory and knowledge refresher courses for each director, when circumstances so advise.
  • Chairs the General Meeting and guides the discussions and deliberations held.
  • Responsible for convening and chairing Board meetings, setting the agenda and guiding discussions and deliberations. He ensures that directors receive enough information in good time so as to discuss items on the agenda. Encourages debate and active participation during the meetings.

Duties as Chief Executive Officer:

The CEO is tasked with effectively representing and steering the Company's business, always in line with the decisions reached and criteria set by the General Shareholders' Meeting and the Board of Directors, within their respective spheres of authority.

Coordinating Director

Name: Alberto Rodríguez Fraile, Independent Director Position: Coordinating Director

Appointment: 24 July 2017

Given the Chairman's status as executive director, following a proposal by the Nomination and Compensation Committee and with the executive directors abstaining, the Board of Directors appointed a Coordinating Director.

Functions

  • To ask the chairman to call a meeting of the Board of Directors or to include new items on the agenda of a meeting already called, when deemed appropriate.
  • To chair the Board of Directors meeting if the chairman and vice-chairman are absent.
  • To keep in contact with investors and shareholders to hear their perspectives in order to form an opinion about their concerns, particularly those relating to the Company's corporate governance.
  • To coordinate and meet with non-executive directors to discuss their concerns, and coordinate the succession plan for the chairman of the Board of Directors, and

To lead the periodic evaluation of the chairman of the Board of Directors.

COMMITTEES OF THE BOARD OF DIRECTORS

Greater efficiency and transparency in exercising the powers and performing the duties assigned to the Board of Directors warrant the establishment of committees. These committees are not only called upon to facilitate decisions of the Board (by assessing the matters in advance), but also to strengthen the principles of objectivity and reflection with which the Board of Directors must address certain issues. To this end, the Board of Directors has formed an Audit Committee, a Nomination and Compensation Committee and a Sustainability Committee. The rules on their composition and functioning are outlined in Article 39 of the Regulations of the Board of Directors, while its duties are set out in Articles 40, 41 and 42 of the same Regulations.

Audit Committee

Composition and Frequency of Meetings

Below is a description of the composition of the Company's Audit Committee as of the date of this Report, stating each member's position, category and date of appointment as a Committee member.

Member Position Category
Ms Ana García Fau* Chairwoman Independent
Mr Javier Rodríguez
Pellitero
Member Independent
Mr Juan María
Riberas Mera
Member Proprietary
Mr David Vázquez
Pascual
Secretary Non-director
Ms Elena Torregrosa
Blanchart
Vice-secretary Non-director

In 2022, the Audit Committee met on 10 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 100%.

Nomination and Compensation Committee

Composition and Frequency of Meetings

Below is a description of the composition of the Company's Nomination and Compensation Committee as of the date of this Report, stating each member's position, category and date of appointment as a Committee member.

ANNUAL REPORT 2022

Member Position Category
Mr Alberto Rodríguez
Fraile Díaz
Chairman Independent
Mr Pedro Sainz de
Baranda Riva
Member Independent
Mr Gonzalo Urquijo
Fernández de Araoz
Member Other external
directors
Mr David Vázquez Pascual Secretary Non-director

In 2022, the Nomination and Compensation Committee met on 5 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 93.33%, as Mr Pedro Sainz De Baranda could not attend one of the meetings due to personal reasons. Nevertheless, he delegated the relevant power to the Chairman of the Committee, with instructions to vote in favour of all proposed resolutions.

Sustainability Committee

Composition and Frequency of Meetings

Below is a description of the composition of the Company's Sustainability Committee as of the date of this report, stating for each member the position, category and date of appointment as a Committee member.

Member Position Category
Mr César Cernuda
Rego
Chairman Independent
Ms Chisato Eiki Member Proprietary
Ms Loreto
Ordóñez Solís
Member Independent
Ms Marieta del
Rivero Bermejo
Member Independent
Mr David Vázquez
Pascual
Secretary Non-director
Ms Elena
Torregrosa
Blanchart
Vice-secretary Non-director
Mr Carlos Franch
Jiménez
Deputy Secretary Non-director

In 2022, the Sustainability Committee met on 5 occasions. All the meetings were presided over by the Chairman, and the attendance rate was 100%.

REMUNERATION OF THE BOARD OF DIRECTORS

The Remuneration Policy for Directors of the Company approved at the General Shareholders' Meeting held on 6 May 2020, defines the following principles, which guide the remuneration of directors for holding such position:

  • Adequacy. It must be sufficient to compensate the dedication, qualification and responsibility of the directors while at no time compromising their independence.
  • Competitiveness. It must be able to attract and retain the talent of directors, while also being in line with the market criteria at companies of similar characteristics at a national and international level.
  • Dedication. It must meet the dedication and responsibility of each director.
  • Reasonability. It must be capable of reflecting the Company's reality and that of the sector in which it operates, as well as the economic situation at any given time.
  • Proportionality. It must be set with the Company's remuneration and employment conditions in mind. When the remuneration sums for directors' roles are adjusted, the general adjustment applied shall also be taken into account for the Gestamp Group management team.
  • Good governance and transparency. The Board of Directors shall adopt any measures required to ensure good governance and transparency in the remuneration received by the directors so as to guarantee confidence regarding investments and shareholders.

Remuneration of directors for undertaking their executive duties shall also be guided by the following principles contained in the Remuneration Policy:

  • Performance. This includes a variable component that may be annual and/or multiannual and that will be linked to the achievement of specific objectives, aligned with the strategic objectives and the creation of value in a sustainable manner over time.
  • Proportionality. Following the principle of proportionality described in the preceding section, the remuneration structure for directors with executive duties shall be the same as that used for the Gestamp Group management team. Similarly, adjustments to both the fixed and variable components of annual remuneration sums for directors with executive duties shall be aligned with the adjustments applied in general to the Grupo Gestamp management team.
  • Equity. Director remuneration for the performance of executive duties is proportional to the level of responsibility and experience.

The remuneration paid to each Gestamp director is also published in the Directors' Remuneration Report and Annual Corporate Governance Report, section C.1.13.

Average remuneration of Board of Directors (thousands of euros)

Name Fixed S Allowance Remunera
tion due
Salaries Short-
term
ompensatic Other
items
Other
concepts
Total 2022 Total 2021 Total
2020
Mr. FRANCISCO JOSÉ
RIBERAS MERA
714 332 1.046 1.026 579
Mr. FRANCISCO LÓPEZ PEÑA 300 12 312 317 724
Mr. ALBERTO RODRÍGUEZ-
FRAILE DÍAZ
80 30 110 110 04
Ms. ANA GARCÍA FAU 80 30 110 107 81
Mr. CÉSAR CERNUDA REGO 80 30 110 97 68
Mr. PEDRO SAINZ DE
BARANDA
80 15 ਰੇਤ ರಿ5 81
Mr. JAVIER RODRİGUEZ
PELLITERO
80 15 ਰੇਤ ਰੇਰੇ 04
Ms. MARIETA DEL RIVERO
BERMEJO
80 15 95 89 68
Mr. GONZALO URQUIJO
FERNANDEZ DF ARAQZ
80 15 95 95 81
Mr. NORIMICHI HATAYAMA 80 80 80 51
Mr. JUAN MARÍA RIBERAS
MERA
80 15 ਰੇਤ 95 81
Ms. LORETO ORDOÑEZ 80 15 ਰੇਤ 61 N/A
Ms. CHISATO EIKI 80 15 ರಿನ eg N/A
Mr. TOMOFUMI OSAKI O 20 51
Total 880 O 195 1.014 332 O 0 12 2.433 2.360 2.053

Average remuneration of Directors by gender (thousands of euros)

2021 2022
Women 81.5 98.8
Men 226.0 226.4

*Other items are remuneration in kind: life insurance premiums and company car. Mr. Tomofumi Osaki resigned as a Company director effective as of 28/03/2021. Ms. Chisato Eiki was appointed a member of the Company's Board of Directors on 29/03/2021 effective as of 01/04/2021. Ms. Loreto Ordoñez was appointed a member of the Company's Board of Directors on 05/06/2021. On 24 March 2021, Ms. Ana García Fau was appointed Chairwoman of the Audit Committee.

As a result of the crisis caused by COVID-19 in 2020, the members of the Company's Board of Directors and the Group's executives decided to reduce their fixed remuneration as follows:

  • For Director status: 15% reduction in the total remuneration (fixed remuneration) for the whole of 2020.
  • Executive Chairman of the Company: 50% reduction in the fixed remuneration for the whole of 2020.
  • Chief Executive Officer: A 15% reduction in the fixed remuneration over the duration of the crisis, effectively taking place between the months of May and October 2020, inclusive.
  • Executives of the Company: A 15% reduction in the fixed remuneration over the duration of the crisis, effectively taking place between the months of May and October 2020, inclusive.

MANAGEMENT COMMITTEE

Management Committee is in charge of the strategic organisation of the Group by disseminating, implementing and monitoring the business strategy and guidelines.

From an organisational standpoint, Senior Management perform their duties in accordance with the different geographical markets and operating segments where the Company conducts its business.

Members of Senior Management as of 31 December 2021

Member Position
Mr. Manuel de la Flor Riberas General Director of Human Resources and
Organisation
Mr. David Vázquez Pascual General Director of the Legal, Tax and Corporate
Governance Department
Ms. Patricia Riberas López Director of Transformation and Organisation
Mr. Ignacio Mosquera Vázquez Chief Financial Officer
Mr. Juan Miguel Barrenechea Izarzugaza Corporate Commercial Director
Mr. Javier Ignacio Imaz Corporate Purchasing Director
Mr. Fernando Macias Mendizabal COO y South Europe Division Director
Mr. Manuel López Grandela Mercosur Division Director
Mr. Kevin Stobbs Asia Division Director
Mr. Cesar Pontvianne de la Maza General Manager of the Business Mechanism
Unite (Edscha)
Ms. Raquel Cáceres Martín Director of Internal Control and Internal Audit

*As indicated by the CNMV, Raquel Cáceres Martín is included in this list, as Director of Internal Control and Internal Audit, despite not being a member of Senior Management.

The remuneration of the members of Senior Management amounts to €5,073 (thousands of euros)

Average remuneration of members of Senior Management (thousands of euros)

2021* 2022
Women 183.1
Men 544.7 522.9

* Other concepts are payment in kind: life insurance premiums and company car

*In 2021 Gestamp did not provide Split by gender, due to the fact that there was only one women in the senior management.

The remuneration of Gestamp's Management Committee is published in the Annual Corporate Governance Report section C1.14.

Annual Corporate Governance Report

At its meeting held on 27 February 2022, the Board of Directors approved the Company's Annual Corporate Governance Report for 2022. In relation to the 56 Recommendations in the Good Governance Code for Listed Companies that are applicable to the Company, said report shows that 52 of these Recommendations are met, 3 are partially met and only one is not met.

For more information, please see the Gestamp 2020 Corporate Governance Annual Report published on the Gestamp and CNMV websites.

6.2 Risk management

Risk identification, evaluation, and management has been part of the Gestamp culture and strategy from the very beginning, and it has become especially relevant in recent times with the increasingly changing geopolitical and economic landscapes.

Risk management, which is embedded in all the activities and levels of the organisation, contributes to reducing and, in some cases, eliminating the consequences and probability of the occurrence should certain events arise. Even more, it contributes to turning risks into opportunities and sources of competitive advantage.

Integrated risk management system

Gestamp has an Integrated Risk Management System (IRMS)6 to ensure that any financial or non-financial risks which could affect our ability to achieve the Group's strategies and targets are identified, assessed and managed in a systematic way using standardised criteria.

Risk management is a process driven by the Board of Directors which contributes to the company's ability to create value in a sustainable way while safeguarding the interests of its stakeholders.

Gestamp has a Risk Management Policy that is approved by the Board of Directors and applicable to all companies within the Group. The policy covers all risks associated with the Group's activities, processes, projects, and lines of business in all the geographical areas in which it operates.

This policy establishes7 :

  • The different categories of financial, operational, strategic and compliance risks.
  • The basic principles, guidelines, and general framework for action in this field.
  • The bodies responsible for ensuring the proper functioning of the internal risk control and management systems, together with their roles and responsibilities. The applicable criteria to set the level of risk that are considered acceptable.

The annual risk management process involves:

  • Reviewing and approving the risk assessment scales: impact, likelihood of occurrence and effectiveness of controls.
  • Updating the Corporate Risk Map.
  • Monitoring the different indicators for the measurement of risks.
  • Implementing and monitoring the general or specific action plans required to respond to and keep risks within acceptable risk levels.

6 Based on the COSO ERM and ISO 31000 framework standards and the good practices mentioned in the Good Governance Code of Listed Companies and in the Technical Guide 3/2017 on Audit Committees of Public Interest Entities

7 For more information about the Risk Management System, please see the Corporate Governance Report.

ANNUAL REPORT 2022

Being a dynamic system, the above-mentioned update includes the addition of new risks and all subsequent management processes derived from such additions. New risks are added according to the development of business activities, laws, and regulations and good governance recommendations, among others. This has been the case, for example, with the ESG risks that have been reviewed and aligned in a series of amendments to the 2025 ESG Strategic Plan, as will be explained in subsequent sections of this report.

Main risks

Gestamp operates in multiple countries, markets and regulatory, political and socio-economic environments. As a result, the company is exposed to strategic, operational, financial, compliance and information risks that need to be mitigated in the most effective way possible.

The risks detected by the company in 2022 are in line with those of the previous period, while also taking into account the consequences of the war in Ukraine, which have affected companies and countries around the world.

This conflict has led to the strengthening of internal measures and policies to mitigate the consequences of sudden price increases and discontinuity in the supply of raw materials and energy.

Some of the main risks that have been identified by the company and the corresponding management measures are detailed below:

RISKS MANAGEMENT MEASURES
Operational risks
Ability to adapt to drops in
volume: flexibilization of
production and absorption of
the associated costs
Uncertainty regarding vehicle
sales volume forecasts
For many years, Gestamp has been working on Industry 4.0 and digitalisation
projects geared towards the flexibilization of production and absorption of
costs.
The Gestamp Smart Factory model allows Gestamp to tackle market
uncertainty, with a new component assembly concept whereby installed
production capacity can be adjusted depending on the actual volume of
different vehicles at any given time.
In relation to the forecasting of events that could substantially alter the
volume of vehicle sales, which can be nigh on impossible to predict, (Covid-19,
semiconductor shortage, macro-economic changes), Gestamp is working to
try to reduce the impact of this risk on its business activities. Measures in this
area include: optimising the cost structure to balance fixed and variable costs,
developing the Smart Factory model to introduce flexible production
processes and, wherever possible, establishing binding contractual clauses in
the event of drops in volume.
Risks regarding volatility and
stress in the raw material and
energy supply chain
Most steel is purchased through re-sale contracts that the car manufacturers
negotiate directly. For other raw material supplies, Gestamp works with steel
suppliers to negotiate purchase prices in line with the agreements signed by
customers.
Gestamp has designed a long-term energy-purchasing strategy with PPAs
(Power Purchase Agreements), with the aim of reducing the impact of price
volatility.
Deviations between the
quotation phase and the
industrialisation phase of
projects that could affect their
profitability
Gestamp has developed the Gestamp Product Creation System (GPCS) to
regulate and cover all processes involved in the study and quotation phase of
our projects, serving as a repository for all documentation in the different
stages of the process, including that related to risks. The system defines the
milestones for each project, their review points and the people responsible
for them. It has been circulated and introduced on a global scale within the
Group. In addition, Gestamp has a global database that includes a record of
incidents and lessons learnt, which can be consulted in the creation of each
new business case.
Lastly, for each launch and its corresponding business case, a Failure Mode
and Effects Analysis is performed, in addition to monitoring by a specific
corporate control department.
Incidents related to the quality
of Gestamp's products
Gestamp has a global quality management system that underpins the plant
systems, which are certified by independent and internationally accredited
organisations and also audited regularly by customers. In addition, Gestamp
has developed quality standards including the best practices of individual
plants to introduce them at all plants, with a special focus on manufacturing
processes, in addition to various IT tools that support the effective roll-out of
quality-related work methodologies that are specific to the automotive sector.
Strategic risks
Political and economic
instability in the different
countries where Gestamp
operates
Gestamp monitors the geopolitical situation in the countries where it operates
in order to assess and incorporate the effects of potential instability into the
Group's forecasts and strategic and operational decisions, designing the
corresponding mitigating measures.

Insufficient response to
stakeholder expectations
Gestamp has created a long-term ESG plan that has been designed to be in
line with the risks identified in the Group and the expectations of the various
regarding ESG aspects stakeholders.
Difficulty developing internal
talent in line with a scenario of
technological change and global
growth
Gestamp now has a people management model that allows the company to
identify talent within the organisation based on standardised and consistent
criteria. This model contributes to the development and growth of talent,
alongside other management tools including training and development
programmes, mobility plans and remuneration schemes. In addition, based on
the Group's strategic priorities, in terms of both growth and the development
and adoption of new technologies, it allows to plan talent needs in numbers
and characteristics, for any setting where this is required.
Technological change and
innovation
Gestamp is involved in co-development with customers and various
digitalisation and Industry 4.0 initiatives. In addition, the Group has created a
specific technological innovation roadmap for electric vehicles and other
technologies.
Financial risks
Risks associated with
fluctuations in the financial
markets, such as exchange rates
or interest rates
Use of interest rate derivative financial instruments.
In addition, the company seeks a balanced combination of fixed and floating
rates for debt.
Compliance risks
Compliance risks linked to the
broad range of legislation and
regulations applicable to the
Group
Ongoing monitoring of all legislative and regulatory changes that could affect
Gestamp.
The Group also has a Criminal Risk Prevention Model, as well as a Criminal Risk
Prevention Manual and associated codes and policies that are approved and
periodically reviewed by the Board of Directors.

*For more information about the 2022 risks, please see the Corporate Governance Report.

Emerging risks

Using the megatrend analysis established by international organisations such as the United Nations and the World Bank and the annual global risks reports published by the World Economic Forum, Gestamp has identified the following emerging risks:

Emerging risk8 Response to the risk
Climate change and the degradation of natural capital:
This risk includes extreme weather events, the
shortage of natural resources and the late
development of advanced technologies in the fight
against climate change.
Gestamp identifies and assesses the physical and transition risks
associated with climate change in the short, medium and long
term, establishing the most appropriate measures such as
contingency plans, insurance policies, efficiency measures in the
consumption of natural resources, etc.
(For more information, please see the chapter on Climate Change)
Political instability and economic changes: This
includes geopolitical conflicts, potential breakdowns in
the supply chains, price volatility, debt crisis and
negative growth in some regions.
The company analyses social, economic and political trends in all
the countries where it operates, and it mitigates the identified risks
through financial coverage, agreements with key suppliers and
flexibilization in production models.
Demographic trends: Creating new patterns of
consumption, population ageing, shortage of profiles
with digital skills adapted to the industry and future
pandemics.
The company works with its customers on the development of
products, adapting to the new patterns of consumption of the end
user. In addition, we are getting ahead of the needs of digital and
technological profiles by offering talent training and attraction
programmes.

These risks are included in the IRMS and their corresponding assessment will be updated in the current year, ensuring that the responses and mitigation measures introduced across the Group are sufficient.

ESG Risk

Gestamp is aware that ESG risks are very closely linked to the geographical location of its plants and the complexity of the value chain in the automotive sector. As such, through the 2025 ESG Strategic Plan, Gestamp aims to contribute to mitigating these risks with a double approach: focusing on both the company and its stakeholders and environment.

In 2022, Risk Department and ESG Department created a matrix that cross-references Gestamp's risks with areas of the ESG Strategic Plan, working on a dual objective: ensuring that the Risk Map is in line with the new ESG strategy and understanding the level of contribution of each ESG Plan area to mitigating the company's risks.

8 Risks that the company expects may have an effect in the long term, even if some scenarios might be occurring at the present time.

Level of contribution of the ESG Plan to the 20 main risks

After analysing this matrix, the following conclusions have been reached:

  • more mature areas of the plan (those the company has worked on for the longest time) fulfil the aim of mitigating risks such as employee health and safety, risks related to the quality of the supplied parts and compliance or accountability risks.
  • plan strengthens areas that mitigate risks related to the environmental, social and ethical management of the supply chain, a lack of alignment with the ESG expectations of customers or the attraction and retention of talent.
  • the plan not only contributes to mitigating risks but also to turning them into opportunities and competitive advantage, such as alignment with customers' climate change objectives or introducing the concept of circularity.

6.3 Ethics and Regulatory Compliance

Ethics and integrity are fundamental pillars of the Gestamp business model. The Group and its employees' decisions and actions contribute to building and maintaining its reputation and impact the confidence that stakeholders have in the Group. For this reason, Gestamp has a commitment to integrity and transparency in the development of its business.

In line with this commitment, Gestamp has a Compliance department that operates through different bodies: the Ethics Committee, the Compliance Office and the Regulatory Compliance Unit. The Compliance function supports the Board of Directors and, in particular, the Audit Committee in its role of supervising the Code of Conduct, the Whistleblowing Hotline and the Group's internal control programmes.

While the Ethics Committee, with the support of the Compliance Office, acts within the scope of the Code of Ethics and the Whistleblowing Hotline, the Regulatory Compliance Unit is limited to developing and monitoring the compliance programmes implemented in the Group.

Code of Conduct

Gestamp has had a Code of Conduct since 2011. This document is the common reference framework for the ethical and respectful behaviour of the members of the governing bodies and employees contractually linked with the Group companies or with any of the subsidiaries in which the parent company holds, directly or indirectly, the status of majority partner.

It contains the Rules of Conduct based on the Corporate Principles and on the Ten Principles of the UN Global Compact relating to human rights, labour standards, environmental standards and the fight against corruption.

On 7 May 2018, the Board of Directors of Gestamp Automoción, S.A. approved the current version of the Code of Conduct in order to adapt and update its content to meet the requirements arising from the new listed company status of the Group's parent company.

The Code of Conduct is available on the Group's website, where it can be downloaded by users in any of the 18 languages spoken in the Group.

Training

All Group employees and members of the governing bodies must have completed the introduction course on the Code of Conduct at least once. It also forms part of the induction plan for new employees, where they are given the document and asked to adhere to it. The Code of Conduct training can be carried out in the following ways:

  • Online training: through the Gestamp Corporate University.
  • Face-to-face training: For cases where the employee does not have access to an electronic device that allows them to carry out said online training.

External audits

Since 2014, Gestamp has had a rotation plan for audits conducted by an independent firm to verify the degree of implementation and employee awareness of the Code of Conduct. Over these years audits were conducted at all the work sites in Germany, Argentina, Brazil, China, the US, France, India, Mexico, Portugal, the UK and Russia.

On the basis of external audits, specific areas for improvement are identified, measures and action plans are implemented to address these areas and to improve the implementation and awareness of the Code of Conduct and the communication channels.

Due to safety restrictions during the COVID-19 pandemic, no audits were conducted for the years 2020 and 2021. In 2022, audits have been resumed once again, and in order to secure a wider scope to assess the level of awareness of the Code of Conduct, an initiative has been launched covering 100% of the Group. This initiative involves reminding employees of the Code of Conduct and providing them with a survey featuring the same questions asked in previous years by the external company.

The results will come in by early 2023. These results will serve as the basis for an action plan to be drawn up for the coming year.

Taking the Code of Conduct as a reference, over the years special internal regulations have been developed to ensure better compliance with the Code and other regulations that apply to it, such as the Regulation on Accepting and Offering Gifts and Tokens of Appreciation.

Bodies involved in the Code of Conduct and Compliance

Gestamp has the following bodies that, among other functions, ensure compliance with internal regulations and legislation applicable to the Group, and are involved in the monitoring and control of the Code of Conduct and the Criminal Risk Prevention Model:

Board of Directors

The Board of Directors, as the highest supervisory, management and control body of the Company, has, among others, the duty of approving the Code of Conduct and other general policies related to it, as well as the Compliance Model (including the Criminal Risk Prevention Model). It also supervises the correct functioning of the Compliance Model with due diligence and efficiency.

Senior Management

Gestamp's Management, as the first line of defence, must at all times take action to ensure that the areas under its responsibility act in accordance with the applicable legislation and internal regulations, taking responsibility for ensuring that these areas correctly implement the controls assigned to them, and for following up on the proposed corrective actions.

The Audit Committee

The Board of Directors has delegated the following duties related to ethics and integrity to the Audit Committee:

  • o Guarantee compliance with the Group's Code of Conduct.
  • o Supervise the Group's whistleblowing hotline.
  • o Review and propose the Criminal Risk Prevention Model and Criminal Risk Prevention Manual to the Board of Directors for approval.

The Audit Committee has the continuous support of the Ethics Committee, the Compliance Office and the Regulatory Compliance Unit in order to carry out the tasks in relation to the aforementioned duties and, for these purposes, said units regularly report to the Committee within the scope of their competence.

Ethics Committee

The Ethics Committee is a collegiate body with initiative and control powers. Its activity is supervised by the Audit Committee and mainly consists of:

  • o Promoting the distribution and awareness of the Code of Conduct and enforcing the rules and prevention mechanisms in place.
  • o Establishing and developing any procedures required to accurately and fully comply with the Code of Conduct, and proposing specific measures for the prevention and detection of breaches.
  • o Drawing up an annual report on compliance with and development of the Code of Conduct, which is to be submitted to the Board of Directors and the Audit Committee.
  • o Providing reparations and assistance to anyone who may be affected by any irregular activities performed within the company, especially irregularities that have criminal consequences.

Compliance Office

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

  • o Any doubts, issues, enquiries and improvements proposed by employees in relation to the content of the Code of Conduct and of any document or implementing regulation.
  • o Any reports of employees or third parties relating to procedures which could potentially amount to violations of the Code of Conduct or that may be unlawful.

The Regulatory Compliance Unit

The Regulatory Compliance Unit supports the Audit Committee in tasks relating to regulatory compliance and, in particular, its most important duties include:

Duties related to criminal risk prevention:

  • o Promoting a culture of prevention based on the principle of absolute rejection of the perpetration of illegal acts and situations of fraud, and on the application of the principles of ethics and responsible behaviour to the activity of all Gestamp professionals.
  • o Ensuring the establishment of the primary policies, procedures, controls and internal regulations to be implemented within the Group relating to regulatory compliance.

Promoting the periodical review of the Criminal Risk Prevention Model, and in particular, revising the risks to which the Group is exposed and the controls assigned to mitigate them.

  • o Monitoring the operation, effectiveness, and compliance of the Criminal Risk Prevention Model.
  • o Managing and coordinating the dissemination and training of the Criminal Risk Prevention Model.
  • o Regularly informing the Audit Committee and, if applicable, the Board of Directors of (i) the risk areas which may affect the Group, (ii) the results of assessments and monitoring of the Prevention Protocol, (iii) the measures implemented to control and mitigate criminal risks.
  • o Working alongside the Compliance Office to investigate any reports filed via the authorised channels which may incur the criminal liability of the legal person.

  • o Promoting a culture of third-party risk management, especially with regard to integrity risk, and compliance with the applicable regulations on international sanctions.
  • o Devising a procedure for third-party evaluation and keeping it up-to-date.
  • o Issuing an opinion on third-party risk within the scope of the assessment policy, in line with internal procedures.

Whistleblowing Hotline

In order to respond to communications regarding possible breaches of the Code of Conduct and other internal regulations or legislation applicable to the Group, as well as in relation to suggestions, queries or doubts, Gestamp has a whistleblowing hotline. The whistleblowing hotline has the following communication channels, whereby the confidentiality of the process and the rights of the people who communicate in good faith and of the people reported is guaranteed:

  • Human Resources Managers (Delegates). It is possible to report through the Delegates, who report the submitted complaints to the Compliance Office.
  • 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.

The reports are analysed and investigated as quickly as possible, applying the principles of confidentiality, non-retaliation and protection of personal data to all those involved in the investigation process, with a focus on the whistleblower and accused party. If an infringement is proven, the corresponding sanction shall be imposed by the competent internal bodies. The Group is committed to collaborating and cooperating with the authorities and judicial and administrative bodies in relation to the investigation of alleged criminal acts that may be committed within the Group.

In 2022, 128 communications were received through the different channels. Except for 3 of the communications that fell outside the scope of the mailbox, the rest referred to alleged breaches of Gestamp's Code of Conduct.

At 31 December 2022, the cases according to type were:

ANNUAL REPORT 2022

Subject Matter No. of
Cases
No. of
Cases
No. of
Cases
2020 2021 2022
Integrity in the workplace:
Health and Safety* Have facilities and equipment in good condition available,
as well as people who respect the rules and put prevention
16 18
ahead of anything else. 14
Discrimination and fair No discrimination on grounds of race, religion, sex, age, 7
treatment* nationality, sexual orientation, gender identity, marital
status or disability.
9 10
Behaviour that is offensive, intimidating, malicious or 1 2
Harassment* insulting is not accepted. 2
Respectful working Right to be treated fairly and with respect.
One of Gestamp's aims is to create a work environment in
48 64
environment* which mutual trust and respect prevails. 66
Promote equality in terms of access to employment and 7
Equal opportunities* promotion of professionals, as well as respecting equal pay 6 3
Respect for freedom of for equal work.
Recognition of the principles of freedom of association and
0 0
thought and association* freedom of thought for employees. 0
Avoid any instance of recruiting staff against their will or 0
Forced or child labour* under threat, including by means of violence or
intimidation, and the employment of any person under the
0
age at which education stops being compulsory. 0
Integrity in the supply chain:
Holding positions in, performing duties for, or acting in 0
Limitations and representation of competing companies that supply goods 0 1
incompatibilities and services is prohibited.
Avoid situations where an employee's personal interests 4
Conflict of interest may clash with Gestamp's interests. 8 0
Acceptance/offering of gifts Choose or work with suppliers based on merit, avoiding 0 0
and tokens of appreciation conflicts of interest, gifts, tokens of appreciation or any
other form of favouritism.
0
Bad practices with suppliers All interactions with suppliers must meet the company's 9 4 14
ethical standards.
Corruption or bribery is not accepted. It is forbidden for any
0
Gestamp employee to negotiate with a government or
Corruption political party official in order to offer or provide a
backhander or reward that favours decision-making for the
0 0
benefit of themselves or the Group.
Gestamp will neither participate in any political activity nor
provide any kind of politically-motivated financial donation
0
Political activity to any country in the world. 0 0
Integrity regarding shareholders and business partners:
The honest, accurate and objective collection and
presentation of information, whether financial or
2 5
Reliability of information otherwise. 2
Data handling** Gestamp's technical, operational, commercial and financial
data is company property, and is therefore considered
0 0 1
confidential and must be safeguarded.
Privacy and confidentiality Gestamp is committed to following existing legislation on 1 1
the protection of personal data. 2
Control of insider Commitment to supporting the legitimacy and
transparency of securities markets worldwide by using
0 0
information information in a discreet and professional manner. 0
Ensuring the proper use of Gestamp's assets, including 3 1
property, time, confidential information, intellectual and
industrial property rights, company funds and equipment
Asset protection belonging to the company. 6
Integrity in the environment:

Environment* Commitment to adapting and using the best available
practices for the company's facilities in order to protect the
environment.
0 0 0
Community commitment* Gestamp is committed to the economic and social growth
of communities, through the creation of stable
employment and working with local actors.
1 0 1
TOTAL 108 107 125

*Subject matter directly or indirectly connected to the human rights of employees. **No case has been related to financial matters

Taking into account the communication channels used:

  • 13 complaints were received through the delegates
  • 40 directly through the Compliance Office by email
  • 75 through the Speak Up Line.

As of 31 December, 88% of the complaints received had been closed. As a result of the investigations carried out, appropriate measures have been taken in cases that have been deemed necessary, including:

  • Number of dismissals: 11
  • Suspension without pay: 3
  • Written warnings: 21

Group Policies and other regulation

The company's Sustainable Management Model is based on the main Group Policies, which are posted on the Gestamp website in several languages and, in some cases, communicated to all employees in their local language.

  • Code of Conduct
  • Sustainability Policy
  • Social Action Policy
  • Environmental Policy
  • Health and Safety Policy
  • Human Rights Policy
  • Conflict Minerals Policy
  • Purchasing Policy
  • ESG Requirements for Suppliers
  • Selection and Training Policy
  • Anti-Corruption and Anti-Fraud Policy
  • Regulations of Gifts and Tokens of appreciation
  • Data Protection Policy
  • Tax Strategy
  • Policies and Regulations of the Governing Bodies:
    • o Company By Laws
    • o Regulations of the Board of Directors
    • o Regulations of the General Shareholders' Meeting
    • o Corporate Governance Policy
    • o Selection and Diversity Policy of the Board of Directors
    • o Directors' Remuneration Policy
    • o Dividend Policy
    • o Internal Code of Conduct in the Securities Markets

o Policy on the communication of economic financial, non-financial and corporate information and on contact with shareholders, investors and proxy advisers

Human Rights

Gestamp is aware of the business community's responsibility in terms of human rights, not only through its direct activity but also through all its business relationships. Therefore, during 2022, the company worked on developing the measures to be implemented throughout 2023 to reinforce and further develop the due diligence processes that the company has been applying thus far.

Human Rights Policy

In 2022, Gestamp updated its Human Rights Policy, which sets out the scope of the company's responsibility in this area and the due diligence strategy, ensuring alignment with the forthcoming European Union Directive.

The Company Human Rights Policy has been approved by the Board of Directors and applies to all Gestamp Group employees, as well as subcontractors, suppliers, partners, customers and collaborators, in compliance with the United Nations Guiding Principles on Business and Human Rights.

The Policy sets out the following minimum human rights principles for the company in its relations with stakeholders:

In line with the Code of Conduct, Gestamp's Human Rights Policy establishes its own due diligence process to identify any real, potential risks of human rights violations that may arise in the course of Gestamp's normal activities.

Due Diligence

The company has a due diligence process for human rights that enables it to:

  • Define the company's public commitment in this area.
  • Identify and assess any real or potential risks of human rights violations that have an impact on individuals and/or society.
  • Prevent and mitigate any impact the company may have on its stakeholders.
  • Establish measures to help remedy or compensate for potential human rights violations.
  • Foster transparency and proper communication in this area.
  • Ensure proper monitoring and review of the risks and measures in place.

Gestamp considers the risk of human rights violations to be rooted in several factors, such as the kind of business activity carried out, the country where it is carried out, and prevention measures put in place by the company to minimise the likelihood of violations occurring as well as any consequences should they occur.

For this reason, in 2022, an internal questionnaire based on the guidelines of the Danish Institute for Human Rights was created, with the aim of identifying and assessing the main human rights issues:

  • Forced labour
  • Child labour and young workers
  • Non-discrimination
  • Freedom of association
  • Occupational Health and Safety
  • Employment and working conditions (salary, work schedule and right to privacy)
  • Complaints mechanisms
  • Community impact
  • Corruption and bribery
  • Company products and marketing practices
  • Supply chain and partner management

It will also identify the control measures put in place by the company at each work site. This information will be used to establish the most appropriate measures for prevention, mitigation or remediation. The results of this questionnaire will come in over the course of 2023.

Gestamp has an internal whistleblowing hotline for employees that deals with human rights issues. (See the Code of Conduct section for complaints lodged in 2022).

Gestamp's plants based in the United Kingdom have a special internal policy, the Slavery and Human Trafficking Statement, to comply with existing UK regulations predominantly concerning criminal matters (Modern Slavery Act) and sets out preventive and punitive measures to combat modern forms of slavery, forced labour, including of minors and vulnerable people, human trafficking, and sexual or other types of exploitation.

ANNUAL REPORT 2022

Human rights and supply chain

Given the complexity and globalisation of the industry's supply chain, many of the potential risks related to this matter have been identified as stemming from relations with suppliers, subcontractors and collaborators. Therefore, special controls for human rights have been incorporated into the Group's supplier management platform: ESG risk prediction tool, selfcompleted questionnaire for suppliers and templates for identifying conflict minerals. (For more information, see the chapter on Responsible Supply Chain Management).

Criminal Risk Prevention

Gestamp's Criminal Risk Prevention Model aims to analyse and assess the risks arising from the potential perpetration of offences within the Group, as well as to identify the controls, already implemented or to be implemented, that are necessary to prevent, detect or mitigate criminal risks. This Model (including the Criminal Risk Map and Criminal Risk Prevention Manual) is regularly revised and updated.

During the 2022 financial year, work continued on updating and improving the Criminal Risk Prevention Model, including improvements to processes of evaluation on the design and effectiveness of controls, as well as corrective measures for any shortfalls detected.

Likewise, a new method of evaluation has been adopted for the risks laid out in the Model, making the process of evaluation more efficient, and thereby optimising the distribution of resources used for mitigating them.

In terms of promoting a culture of compliance within Gestamp, the training provided on criminal risk prevention has been adapted to the risk profile for the professional activity of each employee.

Finally, in order to achieve better coordination and supervision of the control framework established on an international level, work has begun on revising the risks and controls set locally, with corrective action proposed where necessary.

Corruption, fraud and bribery prevention

Corruption, fraud and bribery are prevalent in today's society. These illegal activities stunt economic and social development, weaken the Rule of Law and, from a business perspective, are detrimental to the market and corporate reputation.

Corruption, fraud and bribery form part of the catalogue of risks found in the Group's Criminal Risk Prevention Model and, therefore, controls designed to prevent them from materialising have been introduced.

Although the training given on criminal risk prevention has been adapted to the risk profile for the professional activity of each employee, all participants took the module on the prevention of corruption and bribery. On 17 December 2018, the Gestamp Board of Directors approved the Anti-Corruption and Fraud Policy, which develops more specifically the internal regulations regarding corruption, fraud and bribery already established in the Code of Conduct. The Policy is applicable to directors, managers and employees who are contractually bound to the Group's companies, as well as any third parties that liaise with the Group.

The aim of this Policy is to send a strong and clear message of opposition to all forms of corruption, fraud and bribery and to explicitly state the commitment to avoiding said conduct within the organisation.

ANNUAL REPORT 2022

To this end, it establishes certain guidelines for action and the rules applicable to the performance of any business-related activity conducted within the Group in relation to

  • Corruption
  • Fraud and Bribery
  • Gifts and Tokens of Appreciation
  • Donations or Aid
  • Political activity

The Group does not engage in any political activity, nor does it show support for or make financial contributions or donations of any kind to political parties or their members.

The Group is also aligned with the main international references on corporate responsibility and anti-corruption, including the tenth principal of the UN Global Compact, the recommendations of the Organisation for Economic Co-operation and Development (OECD), the US Foreign Corrupt Practices Act and the UK Bribery Act, among others.

Prevention of money laundering and the financing of terrorism

In accordance with the legislation applicable in the jurisdictions where Gestamp carries out its usual activities, the Group is not obliged to comply with money laundering and terrorist financing legislation.

However, the Criminal Risk Prevention Model includes money laundering and the financing of terrorism in its catalogue of risks and, therefore, specific measures are maintained to prevent this risk from materialising.

Compliance in terms of Competition

The Code of Conduct establishes measures aimed at avoiding any conduct that could illegally restrict free competition in the markets in which Gestamp operates. It does so by forbidding engagement in secret agreements on prices or terms of sale with competitors, secret agreements on waiving competition, the submission of sham bids, client sharing and other market segmentation standards.

Furthermore, the Crime Prevention Model stipulates the analysis, identification and regular assessment of risks linked to the perpetration of offences related to conduct that restricts free competition, and also defines effective controls for preventing and minimising the possibility of such offences being committed.

Gestamp has not been involved in any legal proceedings in the last 5 years nor have any fines been imposed for anti-competitive practices.

Conflicts of Interest

To avoid potential conflicts of interest, beyond the Code of Conduct applicable to each employee and persons connected to him/her, Article 22 of the Board Regulations stipulates that directors are required to inform the Board of Directors of any circumstances that may lead to a direct or indirect conflict of interest as soon as they become aware of such circumstance.

In any event, each member of the Board of Directors must abstain from attending and participating in deliberations and votes (including by means of proxy vote) concerning matters in which they or a related party, as defined in the applicable law, have a direct or indirect conflict of interest.

Additionally, directors should abstain from engaging in commercial or professional transactions that may lead to a conflict of interest, without having first informed and received approval from the Board of Directors, which shall request a report from the Audit Committee.

Internal Code of Conduct concerning Securities Markets

The Internal Code of Conduct concerning Securities Markets determines the standards of conduct and performance to be followed by those to whom they are addressed, including, but not limited to, the members of the Board of Directors, senior management, employees or external advisors who have access to insider information belonging to Gestamp, as well as those involved in handling, using and disseminating insider information, all for the purpose of fostering transparency, protecting the interests of investors with regard to Gestamp securities and avoiding any situation that potentially qualifies as market abuse.

Intellectual and Industrial Property

The company considers intellectual and industrial property rights, and the implementation of the related trade secrets and know-how, to be integral to the competitive advantage of our business. Therefore, Gestamp focuses its efforts and invests resources in submitting, registering, maintaining, monitoring and defending the intellectual and industrial property rights.

These intellectual and industrial property rights cover both the technologies, processes and products encompassed in Gestamp's core business, as well as those technologies aimed at optimising and increasing the flexibility and efficiency of processes and the quality of the products in the area of Industry 4.0.

Many of the technologies and processes that the company use stem from the knowledge, experience and skills of the scientific and technical personnel. In some cases, these technologies and processes are patented and protected through intellectual and industrial property rights, while others are protected through trade secrets. To protect the trade secrets, know-how, technologies and processes, confidentiality agreements are fromalised with employees, clients, suppliers, competitors, contractors, consultants, advisors and collaborators that prevent confidential information from being disclosed to third parties.

Gestamp protects its pre-existing intellectual and industrial property rights and does not transfer them to any collaboration partners, clients, suppliers, competitors or third parties. Where development agreements are formalised, the Gruoup assert ownership over intellectual and industrial property rights that may arise in relation to those agreements and which are connected to or based on company know-how, trade secrets, technology and processes.

As of 31 December 2022, Gestamp has more than 1,300 patents, utility models and corresponding applications.

Fight against counterfeit parts

The use of genuine or authentic parts is a prerequisite for the proper operation and maintenance of vehicles over their lifetime.

ANNUAL REPORT 2022

Beyond the legal obligations not to use counterfeit parts, Gestamp is aware of how a counterfeit component could compromise the integrity of a vehicle in terms of safety and performance.

Gestamp has identified two stages in its production process with potential risks of infiltrating counterfeit parts into the value chain. Although the probability of occurrence is very low, the company establishes measures to reduce it to a minimum:

  • Acquisition of counterfeit parts during the procurement processes: as a tier-1 supplier, most of the purchased goods are materials but, when the company buy a finished product, the suppliers must ensure that there is no risk of counterfeit product sold to Gestamp.

  • Disposal of defective parts: the company ensures the nonconforming products not subject to rework or repair and therefore to be scrapped, are rendered unusable prior to disposal in order to prevent their potential return to the supply chain as a counterfeit part.

Gestamp has developed and maintains quality management systems that have the international certifications required by the customers, mainly the IATF 16949, in all production plants. These Management Systems help the company to continuously improve, focusing on the customer and promoting prevention over detection, with the resulting reduction in defects and waste in the supply chain, in a safe and sustainable manner.

The aim is to align all production activities with the customer's quality requirements and international standards to maximize the quality and efficiency of said processes and to ensure the compliance with the customer's specifications in all processes up until the final delivery of the product.

Personal Data Protection

Gestamp is committed to the protection of personal data. Therefore, the Group is constantly adapting and boosting the resources to comply with the personal data protection legislation in force in the regions where Gestamp operates and/or carries out personal data processing activities.

In this regard, Gestamp has a Data Protection Policy aligned with the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), which sets out guarantees and principles, as well as the main obligations and rights in terms of personal data protection at Gestamp Group companies. This Data Protection Policy is the core of Gestamp Group's commitment to the protection of the fundamental rights and freedoms of natural persons and, in particular, their right to personal data protection.

Gestamp continually strives to implement any and all mechanisms that are required in order to ensure that personal data remain secure and to prevent tampering, loss, or unauthorised processing or access, even in regions that are beyond the scope of application of this GDPR, by adapting the Data Protection Policy to local laws. As such, Gestamp Group standards are applied across all regions in which Gestamp operates, are present and/or conduct personal data processing activities. Since these standards are based on the GDPR, in several regions they are stricter than national regulations.

Moreover, the Group has conducted a risk assessment of the corporate applications that process personal data, to evaluate the security measures implemented, and it has developed a procedure for the execution of privacy impact assessments (PIA) that determines the level of risk entailed whenever data are processed with a view to establishing the most appropriate control measures to limit this risk.

Furthermore, the training of employees is crucial to the success of any new project. Therefore, to ensure compliance with and implementation of the GDPR, the Group has offered face-to-

face training sessions for certain corporate services employees who regularly work with personal data, thus providing them with theoretical and practical information about how to apply the GDPR. In addition, there is an online data protection training course available to employees free of charge and accessible at any time.

Cybersecurity

Gestamp's cybersecurity governance programme is built on the need to protect company data and safeguard the supply chain and business continuity processes.

Strategy and action plan

As cybersecurity represents a major challenge for Gestamp at present, a Strategic Plan has been designed around risk management based on international standards and better practices, which includes projects and initiatives to facilitate adjusting to new needs.

Gestamp maintains its competitiveness objective by having a well-defined and informed strategy, with clear objectives that enhance surveillance, protection and resilience processes. It has 24/7 incident response plan and monitoring services, with qualified staff overseeing the execution of the tasks and various initiatives, who are supported by specialist technical teams, tools and processes for both physical and logical security implemented in all its plants worldwide.

Management model

The policies and strategy for cybersecurity at the company are set out by the IT department in cooperation with the company's business units, aligning the programme with business objectives.

Gestamp boasts:

  • Joint efforts with major suppliers and relevant companies experienced in cybersecurity, who support Gestamp in the development and implementation of the strategy with solutions adapted to the company's needs, in order to ensure the level of protection needed to address growing cyber threats and devise an effective response to potential cybersecurity incidents.
  • A body of cybersecurity under constant development, designed according to the best practices, standards and regulations in this area, which serves to optimise security capabilities, especially in terms of protecting assets, infrastructure and industrial systems.
  • Awareness-raising and training in cybersecurity, through regular campaigns with relevant topics on the subject, applicable to all the company's employees, thus strengthening the internal culture of cybersecurity.
  • A programme of initiatives for optimising processes and implementing technology and security solutions, for IT and OT environments that will help to boost e-skills within the company.
  • Constant progress in terms of resilience, incorporating regular response simulation exercises for incidents of cybersecurity, audits and threat exposure tests on the most critical business processes.

Certificates

At Gestamp, the operational model and business continuity processes have been IATF certified, while the plants hold TISAX / VDA ISA certificates that ensure compliance with the best cybersecurity practices. Similarly, the partnerships with critical suppliers require specific certifications such as ISO 27001 to support Gestamp in its cybersecurity needs.

Actions in 2022

The new demands of the connected industry and digitalisation triggered several initiatives in 2022. The most noteworthy initiatives include:

  • Strengthening the capabilities within the Cybersecurity Governance, Risk and Compliance office.
  • Adjusting standards and policies within the organisation.
  • Developing and fostering a culture of cybersecurity.
  • Optimising cybersecurity training and education programmes for all company employees.
  • Enhancing the capabilities of the Cybersecurity Operations Centre, optimising incident response and threat detection processes.
  • Introduction of new tools and technologies to accompany the business strategy.

ANNEXES

    1. Tables and additional information
    1. About this report
    1. Double materiality
    1. Index of contents
    1. GRI Standards Indicators
    1. SASB indicators
    1. UN Global Compact
    1. Companies of the Group
    1. Opex Table
    1. Report on Independent Review

1. Tables and additional information

Below are some of the data tables from the chapter entitled Our Professionals

(I) Distribution of employees by type of contract and country

Total Total direct
Total direct Indefinite external and external
Country employees term Temporary Apprentices Interns employees employees
Germany 3,883 3,448 299 134 2 184 4,067
Argentina 858 843 15 - - - 858
Brazil 4,880 4,609 130 113 28 115 4,995
Bulgaria 187 187 - - - 12 199
South 184 182 2 - - 71 255
Korea
Slovakia 397 268 129 - - 30 427
Spain 5,958 5,411 500 24 23 338 6,296
United 4,095 4,063 15 10 7 682 4,777
States
France 1,604 1,563 5 34 2 93 1,697
Hungary 474 474 - - - - 474
India 868 833 35 - - 670 1,538
Japan 89 87 2 - - 51 140
Morocco 316 88 228 - - 21 337
Mexico 3,296 3,037 259 - - 33 3,329
Poland 1,196 770 409 16 1 154 1,350
Portugal 1,208 980 224 - 4 206 1,414
United 1,832 1,779 7 45 1 358 2,190
Kingdom
Czech 1,453 1,201 250 - 2 198 1,651
Republic
People's 4,901 4,451 441 5 4 1,649 6,550
Republic of
China
Romania 462 462 - - - - 462
Russia 229 219 10 - - - 229
Sweden 241 234 6 - 1 - 241
Thailand 10 10 - - - 32 42
Taiwan 19 19 - - - - 19
Turkey 4,030 4,030 - - - 326 4,356
Total 2022 42,670 39,248 2,966 381 75 5,223 47,893
Total 2021 39,908 37,085 2,467 274 82 3,739 43,647

The table includes the average workforce of the entire group, 100% of the companies considered. The information presented refers to 2021 and 2022. The interannual variations in workforce data are presented mainly due to the semiconductor crisis, where it was affected by measures temporary suspension of employment. In this sense, hiring this year has increased significantly compared to 2021.

Type of
contract
Direct labour
(DL)
Indirect
labour (IL)
Regular labour
(SL)
Total 2022 Total 2021
Indefinite-term
(PT)
154.02 86.85 159.88 400.74 404
Indefinite-term
(FT)
16,044.30 12,936.49 8,777.81 37,758.60 31,693
Temporary (PT) 434.47 74.54 35.31 544.31 389
Temporary (FT) 1,523.34 688.64 285.16 2,497.14 2,182
Apprentices
(PT)
- 15.02 3.71 18.74 24
Apprentices
(FT)
10.79 242.51 59.39 312.68 262
Interns (PT) 1.14 4.70 9.56 15.41 20
Interns (FT) 2.40 13.30 52.64 68.34 63
Total 2022 18,170.46 14,062.05 9,383.46 35,037
Total 2021 15,433 11,659 7,945 41,615.97

(II) Average headcount by type of contract and type of labour*

*The table includes the average workforce of the entire group, 100% of the companies considered, for 2022 and the scope of 87% of the companies for 2021.

The information presented refers to 2021 and 2022.

FT: Full-time

PT: Part-time working time

Due to the fact that the entity's data collection systems are being updated, the professional categories in this table are given by workforce typology and not by professional category.

The year-on-year variations in headcount data are mainly due to the semiconductor crisis, where the company was affected by temporary lay-offs. In this regard, hiring this year has increased significantly compared to 2021.

Type of contract <36 36-55 >55 Men Women Total
Indefinite-term
(PT)
75.94 225.89 94.92 192.75 203.99 396.74
Indefinite-term
(FT)
11,998.80 17,224.35 3,390.67 26,819.61 5,794.59 32,614.20
Total indefinite
term
12,074.74 17,450.24 3,485.59 27,012.36 5,998.58 33,010.94
Temporary (PT) 172.19 76.20 163.17 301.37 109.94 411.32
Temporary (FT) 1,408.64 834.21 116.54 1,687.53 671.86 2,359.39
Total temporary 1,580.83 910.41 279.71 1,988.90 781.80 2,770.71
Apprentices (PT) 18.74 - - 17.67 1.06 18.74
Apprentices (FT) 308.04 4.64 - 251.52 61.16 312.68
Total apprentices 326.78 4.64 - 269.19 62.22 331.42
Interns (PT) 14.20 1.21 - 9.48 5.93 15.41
Interns (FT) 67.22 0.56 0.13 50.24 17.54 67.79
Total interns 81.42 1.77 0.13 59.72 23.47 83.20
Total 2022 14,063.76 18,367.07 3,765.44 29,330.18 6,866.08 36,196.26
Total 2021 13,808 17,633 3,596 28,583 6,455 35,037

(III) Average headcount by type of contract, age and gender*

Type
working
day
<36 36-55 >55 Men Women Total
2022
Total
2021
Part 281.07 303.30 258.09 521.27 320.92 842.21 837.00
Full 13,782.70 18,063.76 3,507.34 28,808.90 6,545.15 35,354.06 34,200.00

* The tables include the average workforce of the companies that are covered by the corporate IT system, which comprises all the regions with the most significant countries where Gestamp has total management control, the scope is 87% of companies.

The information presented relates to 2021 and 2022

FT: Full-time hours

PT: Part-time hours

(IV) Turnover rate (total and voluntary) and number of redundancies by gender, age and region*

Voluntary turnover rate (VTR) and number of voluntary redundancies:

Country 2021 Vol. Redundancies 2022 Vol. Redundancies VTR 2021 (%) VTR 2022 (%)
Germany 189.00 202.00 5.1% 5.8%
Argentina 66.00 24.00 7.7% 2.9%
Brazil 198.00 241.00 4.7% 5.5%
Bulgaria 21.00 30.00 14.4% 17.1%
South Korea 32.00 35.00 17.6% 19.8%
Slovakia 18.00 17.00 6.9% 6.5%
Spain 157.00 154.00 2.9% 2.9%
United States 1,441.00 1,799.00 37.1% 44.8%
France 97.00 88.00 6.2% 5.7%
Hungary 112.00 124.00 21.6% 25.0%
India 102.00 139.00 13.0% 16.4%
Japan 9.00 11.00 11.4% 13.5%
Morocco 0.00 0.00 0.0% 0.0%
Mexico 334.00 460.00 12.4% 16.0%
Poland 75.00 76.00 9.8% 9.7%
Portugal 37.00 96.00 3.9% 9.7%
United Kingdom 206.00 211.00 10.4% 11.5%
Czech Republic 174.00 200.00 13.9% 16.2%
People's Republic of China 596.00 878.00 18.1% 22.5%
Romania 43.00 95.00 13.6% 23.6%
Russia 117.00 42.00 23.6% 10.5%
Sweden 22.00 28.00 9.5% 12.1%
Thailand 0.00 0.00 0.0% 0.0%
Taiwan 0.00 0.00 0.0% 0.0%
Turkey 199.00 292.00 6.0% 7.9%
Total 4,245.00 5,242.00 12% 14%

100% Scope of the consolidation perimeter. Voluntary turnover rate for employees with indefinite-term contracts.

Total turnover rate and number of redundancies:

ANNUAL REPORT 2022

No. of
redundancies
2021
% Total turnover
2021
No. of redundancies
2022
% Total turnover
2022
Asia 962 21.5% 1,349 26.8%
Eastern Europe 1,282 18.1% 1,477 19.8%
North America 2,731 40.5% 3,380 49.0%
South America 821 16.2% 780 14.9%
Western Europe 1,318 9.6% 1,262 9.4%
Total general 7,114 19.2% 8,248 21.7%

100% Scope of the consolidation perimeter. The total turnover rate is calculated as the percentage of redundancies for the average workforce of each company. This has been calculated for permanent personnel.

2021 2022
No. of redundancies % Total turnover No. of redundancies % Total turnover
2021 2021 2022 2022
Women Men Women Men Women Men Women Men
Asia 113 838 17.6% 22.3% 178 1,159 25.1% 27.3%
<36 70 596 23.9% 27.6% 122 831 38.9% 34.3%
36-55 43 230 12.5% 15.1% 55 312 14.0% 17.8%
>55 - 12 0.0% 17.7% 1 16 19.9% 22.9%
Eastern
Europe 120 288 15.3% 16.0% 121 405 15.7% 23.4%
<36 46 170 17.7% 19.4% 46 229 18.5% 29.6%
36-55 60 94 13.4% 12.0% 58 150 13.0% 18.4%
>55 14 24 18.2% 17.2% 17 26 21.8% 18.1%
North
America 783 1,948 49.3% 37.8% 1,025 2,355 60.2% 45.3%
<36 478 1,120 61.7% 44.6% 622 1,292 76.2% 52.3%
36-55 268 675 39.2% 31.3% 355 881 48.3% 39.5%
>55 37 153 28.6% 31.4% 48 182 31.8% 36.8%
South America 103 718 15.5% 16.3% 118 662 16.9% 14.6%
<36 51 374 15.3% 18.6% 68 367 20.2% 18.6%
36-55 52 325 16.1% 14.6% 50 274 14.1% 11.5%
>55 - 19 0.0% 12.3% - 21 0.0% 12.7%
Western
Europe 225 1,045 11.1% 9.3% 236 1,022 11.2% 9.1%
<36 66 282 14.7% 12.2% 95 297 21.2% 13.2%
36-55 102 416 7.7% 6.0% 91 355 6.5% 5.1%
>55 57 347 22.8% 17.2% 50 370 19.2% 17.5%
Total 1,344 4,837 23.6% 18.4% 1,678 5,603 28.0% 20.8%
Women Men Total 2021 Women Men Total 2022
-- -- ------- ----- ------------ ------- ----- ------------

<36 711 2,542 3,253 953 3,016 3,969
36-55 525 1,740 2,265 609 1,972 2,581
>55 108 555 663 116 615 731

The tables include information data of the companies that are covered by the corporate IT system, which comprises all the regions with the most significant countries where Gestamp has total management control, the scope is 87% of companies. The total turnover rate is calculated as the percentage of redundancies for the average workforce of each company. This has been calculated for permanent personnel.

(V) Registrations by gender, age and country*

Country Women Men Total 2021 Women Men Total 2022
Germany 31 130 161 54 255 309
Argentina 4 45 49 20 79 99
Brazil 136 830 966 242 1,219 1,461
China 207 875 1,082 440 2,359 2,799
South Korea 11 11 35 35
Slovakia 37 46 83 51 65 116
Spain 173 688 861 323 974 1,297
United States 663 1,487 2,150 796 1,876 2,672
France 16 51 67 52 148 200
India 29 205 234 22 144 166
Japan 2 13 15 5 15 20
Mexico 297 683 980 795 1,241 2,036
Poland 29 143 172 71 178 249
Portugal 36 52 88 69 81 150
United Kingdom 32 146 178 55 211 266
Czech Republic 128 253 381 137 282 419
Russia 8 36 44 8 10 18
Sweden 5 21 26 16 30 46
Taiwan 2 2
Total Gestamp 1,833 5,715 7,548 3,156 9,204 12,360
Year 2021 Year 2022
<36 36-55 >55 Total 2021 <36 36-55 >55 Total 2022
Total
Registrations
4,921 2,389 238 7,548 8,189 3,876 295 12,360

* The tables include the average workforce of the companies that are covered by the corporate IT system, which includes all the regions with the most significant countries where Gestamp has total management control, the scope is 87% of the companies.

The year-on-year variations in workforce data are mainly due to the semiconductor crisis, where it was affected by temporary lay-offs. In this regard, hiring this year has increased significantly compared to 2021.

(VI) Layoffs by gender, age and professional classification*

Total Total
Direct Labour Indirect Labour Regular Labour Women Men 2022 2021
<36 1,072 288 61 355 1,066 1,421 1,124
36-55 451 282 121 213 641 854 819
>55 48 59 34 14 127 141 158
Total 2022 1,571 629 216 582 1,834
Total 2021 1,337 531 233 414 1,687 2,416 2,101

*Redundancies of employees of those companies covered by the corporate IT system (87% of the companies) which includes all regions with the most significant countries where Gestamp has total management control.

Due to the fact that the company's information collection systems are being updated, the professional categories in this table are given by type of workforce and not by professional category. The year-on-year variations in headcount data are mainly due to the semiconductor crisis, where the company was affected by temporary lay-offs. As the workforce increased this year, the rest of the indicators have also been affected, growing proportionally, such as the number of dismissals.

(VII) Total Hours worked and Absenteeism Hours by Country

Country Planned
working hours
2022
Abs. hours
2022
Abs. (%) 2022 Abs. Hours
2021
Abs (%) 2021
Germany 6,387,487 667,117 10.4% 587,124 8.9%
Argentina 1,611,035 82,666 5.1% 82,617 5.1%
Brazil 8,527,580 366,407 4.3% 301,415 4.0%
Bulgaria 317,671 21,224 6.7% 36,337 5.0%
South Korea 289,175 66 0.0% 63 0.0%
Slovakia 684,007 38,290 5.6% 37,790 5.7%
Spain 8,870,880 652,900 7.4% 614,213 6.6%
United States 7,372,266 150,808 2.0% 241,062 3.4%
France 2,733,523 225,718 8.3% 215,527 8.0%
Hungary 844,566 82,094 9.7% 85,660 10.6%
India 2,132,054 75,231 3.5% 78,550 3.7%
Japan 96,987 363 0.4% 14 0.0%
Morocco - - 0.0 - 0.0%
Mexico 7,714,883 243,349 3.2% 223,298 3.1%
Poland 2,024,391 170,138 8.4% 175,539 8.9%
Portugal 2,246,209 139,208 6.2% 114,814 5.0%
United
Kingdom
3,158,056 138,970 4.4% 146,156 4.1%
Czech Republic 2,431,210 247,439 10.2% 337,741 12.1%
People's
Republic of
China
7,787,016 126,936 1.6% 98,419 1.4%
Romania 817,370 22,490 2.8% 16,932 2.6%
Russia 663,377 23,268 3.5% 34,165 3.7%
Sweden 451,937 19,104 4.2% 21,828 5.3%
Thailand 19,232 - 0.0% - 0.0%
Taiwan 29,791 648 2.2% 24 0.1%
Turkey 7,727,740 242,651 3.1% 195,292 2.8%
Total 74,938,444 3,737,085 5.0% 3,644,580 5.0%

100% Scope of the consolidation perimeter. The total Absenteeism Hours does not include leave (permitted and excused absences), strikes or trade union hours. The absenteeism rate is a ratio of the total absenteeism hours of the group to the total planned working hours.

Region Total
Employee
s
Wome
n
Men < 35 years
old
Indefinite
term
contract
Professio
training
nal youth Disability At
company
> 10 years
the
No. % No. % No. % No. % No. % No. % No. % No. %
South
America
5,090 13 675 9 4,415 13 2,362 15 4,986 13 45 13 198 23.3
6
1,380 11.0
Africa 378 1 61 1 317 1 362 2 75 - - - - - 22 0.2
Asia 4,863 12 806 11 4,057 12 2,689 18 4,518 12 10 3 22 2.60 933 7.2
Eastern
Europe
7,671 19 1,578 22 6,093 19 2,898 19 7,012 19 22 6 158 18.6
0
1,247 9.7
Western
Europe
14,757 37 2,334 33 12,424 38 3,438 23 13,607 37 255 72 465 54.8
5
8,737 67.8
North
America
7,150 18 1,738 24 5,412 17 3,511 23 6,888 19 24 7 5 0.59 575 4.5
Total 39,908 100 7,192 18 32,716 82 15,260 38 37,085 93 356 1 848 2.10 12,892 32.3

(VIII) Personnel profile (2021)

100% Scope of the consolidation perimeter. Workforce at 31 December each year shown in the above chart.

2. Methodology used in drawing up the Annual Report

Scope and coverage

This Annual Report refers to Gestamp's performance regarding sustainability for the period from 1 January to 31 December 2022. The content has been prepared in order to constitute the 2022 Non-Financial Information Statement and applies to all of the Group's activities in the regions in which it carries out its activity.

Furthermore, it includes the description of the contribution of Gestamp to achieving the Sustainable Development Goals (SDGs) and the yearly progress of the company in implementing the Ten Principles of the United Nations Global Compact in the areas of human rights, labour, environment and anti-corruption.

For the preparation of this report, the company has different corporate systems for collecting information, and a specific platform for reporting non-financial information that allows it to automatically collect the information necessary to comply with the requirements of Law 11/2018 and the international GRI standard. These systems, in addition to exercising the functions of internal control of the information, favour the verification of the data, allow for the correction of possible errors, facilitate the ordering and consolidation of the information and allow for the storage of historical data.

In the event of limitations regarding scope, coverage, consolidation perimeter changes or other information restrictions, the appropriate specifications have been either made throughout the chapters or in the indicator tables contained in the Appendices section. An explanation of the perimeter considered for each analysis area is included below:

Areas of the report Perimeter
considered
Coverage
of
the
perimeter
for the annual
accounts
Comments
- Economic / financial 163
management
companies
100% Same perimeter as consolidated
annual accounts.
- Human Resources
- Training
- Code of Conduct
- Social Action
163
management
companies
100%* Same perimeter as consolidated
annual accounts.
*Some tables with a specific
breakdown only cover the
perimeter of the corporate IT
system, which is 87% of the
companies.
- Remuneration 152
management
companies
85.5% of total
employees
Since Gestamp is not responsible for
the Management of Compensation,
Joint Ventures are excluded from
the calculation, as is Russia due to
the geopolitical situation. Interns,
apprentices,
external
employees
and agencies are also excluded.
- Environment 101
management
companies
87%
of
total
production
plants
The plants over which Gestamp has
operational control are considered.
- Energy efficiency 43 management
companies
37%
of
total
production
plants
Plants
are
gradually
being
incorporated into the management
perimeter.
- Health and Safety 111
management
companies
99%
of
total
employees
in
production
plants.
The health and safety system covers
almost all production plants.
- Purchases 118
management
companies
72%
of
total
management
companies
Edscha plants are excluded
- Quality 78 management
companies
67.3% of total
employees
Includes
all
production
plants
except
for
Edscha
and
Joint
Ventures.

Furthermore, Gestamp uses other reports to provide more specific information on particular matters:

  • Report on the consolidated Financial Statements of Gestamp Automoción S.A. for the financial year ending on 31 December 2022.
  • Annual Corporate Governance Report.
  • Annual Report on the Remuneration of Directors.

All of the foregoing was published by the Spanish National Securities Market Commission (CNMV) on 27 February 2022.

In 2022 Gestamp acquired 33.3% of Gescrap, a company specialised in high quality waste management of steel. Given that the purchase took effect on 1 December of the reporting period, the company considers that this is not representative or material to consolidate the nonfinancial information in this report. The difference in headcount compared to the consolidated financial statements is due to this acquisition and amounts to 1.5% of the total consolidated financial statements.

International standard

The process of preparing this Annual Report has taken as a reference the Global Reporting Initiative (GRI) international standard for those requirements considered relevant to the business, as well as information in accordance with the SASB (Sustainability Accounting Standards Board) reporting standards relating to the sector: Transportation - Auto Parts industry.

Independent review

In order to strengthen the veracity and precision of the information set out in the report, regarding compliance with Law 11/2018 on non-financial information and diversity, this information was independently reviewed by Ernst & Young according to:

  • The Action Guide on Corporate Responsibility Report Reviews issued by the ICJCE (Spanish Institute of Certified Public Accountants).
  • The ISAE 3000 Standard: Assurance Engagements Other than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standard Board (IAASB) of the International Federation of Accountants (IFAC), with limited assurance.

Furthermore, the Annual Financial Statements of Gestamp S.A. and subsidiary companies are audited each year by external independent companies pursuant to current legislation.

3. Double Materiality

In 2021, Gestamp updated the materiality analysis with the advice of an external consultant, applying the GRI 101 Standard and the premises of the European Non-Financial Reporting Directive. The study, valid for two years and carried out under the perspective of double materiality, took into account not only the performance and development of the company's business is impacted by different externalities but also how Gestamp's operations impact on its stakeholders.

Phases in the preparation of the study:

  1. Identification of issues- various sources of information were considered, both as a reference in terms of sustainability and linked to Gestamp's activity: international prescribers and reporting frameworks, analysts and rating agencies, legal requirements, reference reports for the sector, as well as studies of other competing companies and Gestamp peers

  2. External and internal evaluation - external consultations and meetings with key stakeholders including customers, suppliers and members of the financial community among others, as well as internal interviews with members of senior management and meetings with the Risk Committee.

  3. Prioritization and elaboration of the matrix - selection of the most relevant issues resulting from the internal and external evaluation and graphic representation of the mimes in the form of a matrix.

During 2022, Gestamp has carried out a diagnosis to identify the priority areas and relevant issues that will confirm its ESG Strategic Plan for the next 3 years. To carry out this diagnosis, the double materiality matrix has been used as one of the main sources of information.

In 2023, Gestamp plans to update this matrix to include the financial materiality approach.

4. Table of contents

The index of contents required by Law 11/2018 on non-financial information and diversity and its correspondence with the selected GRI Standard Indicators are included in the following sections, as detailed below:

Scopes Reporting framework Referenc
e
(Section)
Comments/
Reason for
omission
General scopes
Business model Description of the
business model:
Business
environment
Organisation and
structure
Markets in which it
operates
Objectives and
strategies
Main factors and
trends that may
affect its future
development
GRI 2-1 Organizational
details
GRI 2-2 Entities included in
the organization's
sustainability reporting
GRI 2-6 Activities, value
chain and other business
relationships
GRI 2-9 Governance
structure and composition
GRI 2-23 Policy
commitments
5-28, 50
Materiality Materiality Study GRI 3-1 Process for
determining material topics
GRI 3-2 List of material
topics
GRI 3-3 Management of
material topics
176-177
General Reporting
Framework
GRI 2-3 Reporting period,
frequency and point of
contact GRI 2-5 External
verification.
173-175
Policies and
results of these
policies
Description off the
policies imposed by
the group, as well as
the results of these
policies, including
the key indicators of
the appropriate
non-financial results.
GRI 2-23 Policy
commitments
GRI 2-24 Embedding policy
commitments
155-156;
througho
ut the
Annual
Report.
Main risks and
impacts identified
Main risks related to
these matters and
related to the
activities of the
group, including,
where relevant and
GRI 3-3 Management of
material topics
144-149

appropriate, its
business
relationships,
products or services
that may have a
negative effect on
these areas.
Environmental matters
Current and
foreseeable effects
of the activities of
the company
GRI 3-3 Management of
material topics
57
Environmental
assessment or
certification
procedures
Internal criterion/GRI 201-2
Financial implications and
other risks and
opportunities due to climate
57-58
Environmental
Management
Resources dedicated
to the prevention of
environmental risks
change (Accounting
criterion)
GRI 2-23 Policy
commitments
Law 26/2007 on
Environmental
Responsibility (where
applicable)
58
Application of the
precautionary
principle
58
Amount of
provisions and
guarantees for
environmental risks
58
Pollution Measures to
prevent, reduce or
repair carbon
emissions (also
includes noise and
light pollution)
GRI 3-3 Management of
material topics
80
Circular
economy, waste
Measures for
prevention,
recycling, reuse,
other forms of
waste recovery and
disposal
GRI 3-3 Management of
material topics
GRI 306-3 (2020) Waste
generated
61-
63;69-70
prevention and
management
Actions to combat
food waste
GRI 3-3 Management of
material topics
Does not
apply
It is not a
material
issue for
Gestamp
based on its
activity.
Sustainable Use
of Resources
Water consumption
and water supply in
GRI 3-3 Management of
material topics
GRI 303-3 Water withdrawal
63-64

accordance with
local limitations
Consumption of raw
materials
GRI 3-3 Management of
material topics
GRI 301-1 Materials used by
weight or volume
64-65
Measures taken to
improve the
efficiency of its use
of raw materials
Energy efficiency system 64-65
Direct and indirect
energy consumption
GRI 302-1 Energy
consumption within the
organization
78
Measures taken to
improve energy
efficiency
GRI 3-3 Management of
material topics
80-82
Renewable energy
use
GRI 302-1 Energy
consumption within the
organization
77-78
Important elements
of the greenhouse
gas emissions
generated
GRI 305-1 Direct (Scope 1)
GHG emissions
GRI 305-2 Energy indirect
(Scope 2) GHG emissions
Where applicable: GRI 305-3
Other indirect (Scope 3)
GHG emissions
79-80
Climate change Measures taken to
adapt to the
consequences of
climate change
GRI 3-3 Management of
material topics
72-82
Reduction targets
established
voluntarily
GRI 3-3 Management of
material topics
72-82
Biodiversity Measures taken to
preserve or restore
biodiversity
GRI 3-3 Management of 58-60
protection Impact of activities
or operations in
protected areas
material topics 58-60
Social and personnel-related matters
Employment Total number and
distribution of
employees by
gender, age, country
and professional
category
GRI 2-7 Employees
GRI 405-1 Diversity of
governance bodies and
employees
93-95

Total number and
distribution of 93,165
employment
contract modalities
Yearly average of
indefinite-term,
temporary and part
time contracts by GRI 2-7 Employees 166-167
gender, age and
professional
category
Number of
dismissals by GRI 401-1 New employee
gender, age and hires and employee 170
professional turnover
category
Internal framework: the
formula below has been
Salary Gap used for the calculation: (Av. 107
Wage Women – Av. Wage
Men)/ Av. Wage Men
Average
remuneration by Internal framework: Average
gender, age and remuneration (including the 105-106
professional total retribution for the
category year, fixed wage and all
Average variable retributions 142
remuneration of (subsistence allowance,
directors by gender compensation, payment into
Average savings plans, etc.)) 143
remuneration of obtained throughout the
senior management year.
by gender
Although Gestamp
does not have a
specific policy linked to
Implementation of
work disconnection GRI 3-3 Management of work disconnection,
These measures are
policies material topics
reflected on Flexibility
and Conciliation policy
p.112
Employees with GRI 405-1 Diversity of 98-99
disabilities governance bodies and
employees.
Work Working time GRI 3-3 Management of 119
management management material topics

Number of Internal framework:
absenteeism hours absenteeism rate 108;171
Measures aimed at
facilitating work-life
balance and
encouraging co
responsible exercise
by both parents
GRI 3-3 Management of
material topics
111-112
Health and safety Health and safety
conditions at work
GRI 403-1 Occupational
health and safety
management system
113-
118;122
Number of GRI 403-9 Work-related
injuries
Frequency rate = No. of
accidents with leave x
1,000,000/ no. of hours
119
occupational
accidents and
diseases by gender,
frequency rate and
worked (excluding accidents
in itinere)
severity by gender Severity rate = No. of
working days lost x
1,000,000/ no. of hours
worked (excluding accidents
in itinere)
Social
relationships
Organisation of
social dialogue
GRI 3-3 Management of
material topics
109-110
Percentage of
employees covered
by collective
agreements per
country
GRI 2-30 Collective
bargaining agreements
109
Balance of collective
agreements,
particularly in the
field of health and
safety at work
GRI 3-3 Management of
material topics
109-110
Mechanisms and
procedures of the
company to
promote the
involvement of
workers in the
management of the
company, in terms
of information,
consultation and
participation.
GRI 2-30 Collective
Agreements
109-110

Training Policies
implemented in the
field of training
GRI 404-2 Programs for
upgrading employee skills
and transition assistance
programs.
99-105
Total number of
hours of training by
professional
categories.
Internal framework 101
Accessibility Universal
accessibility of
persons with
disabilities
GRI 3-3 Management of
material topics
98-99
Equality Measures taken to
promote equal
treatment and
opportunities
between women
and men
GRI 3-3 Management of
material topics
97-98
Equality plans,
measures taken to
promote
employment,
protocols against
sexual harassment
and gender-based
harassment
GRI 3-3 Management of
material topics
GRI 2-23 Policy
commitments
97
Integration and the
universal
accessibility of
persons with
disabilities
GRI 3-3 Management of
material topics
98-99
Policy against all
types of
discrimination and,
where appropriate,
diversity
management
GRI 3-3 Management of
material topics
GRI 2-23 Policy
commitments
95-
99,154,1
57
Information on respect for human rights
Respect for
Human Rights
Application of due
diligence procedures
in the field of human
rights
GRI 2-26 Mechanisms for
seeking advice and raising
concerns
GRI 3-3 Management of
material topics
156-158
Prevention of risks
arising from human
rights violations and,
where appropriate,
GRI 3-3 Management of
material topics
GRI 2-23 Policy
commitments
156-159

measures to
mitigate, manage
and repair possible
abuses committed
GRI 2-26 Mechanisms for
seeking advice and raising
concerns
Complaints about
cases of human
rights violations
Internal framework:
quantitative information on
the number of complaints.
154
Promotion and
compliance with the
provisions of the ILO
fundamental
conventions related
to respect for
freedom of
association and the
right to collective
bargaining, the
elimination of
discrimination in
employment and
occupation, the
elimination of
forced or
compulsory labour
and the effective
abolition of child
labour
GRI 3-3 Management of
material topics
GRI 2-23 Policy
commitments
110,157
Information regarding the fight against corruption and bribery
Measures taken to
prevent corruption
and bribery
GRI 2-25 Processes to
remediate negative impacts
GRI 2-23 Policy
commitments
GRI 2-26 Mechanisms for
seeking advice and raising
concerns
158-159
Fight against
corruption and
blackmail
Measures to fight
money laundering
GRI 2-25 Processes to
remediate negative impacts
GRI 2-23 Policy
commitments
GRI 2-26 Mechanisms for
seeking advice and raising
concerns
159
Contributions to
foundations and
non-profit
organisations
GRI 201-1 Direct economic
value generated and
distributed
125-127

Information about the company
Company
commitment to
sustainable
development
Impact of the
society's activity on
the local
development and
employment
GRI 3-3 Management of
material topics
50,53,12
3
Impact of the
society's activity on
local populations
and in the territory
GRI 3-3 Management of
material topics
50,53,12
3
Relationships
maintained with
local community
actors and the
dialogue modalities
maintained with
them
GRI 3-3 Management of
material topics
50,53,12
3
Partnership or
sponsorship actions
GRI 3-3 Management of
material topics
GRI 2-28 Membership
associations
Internal framework:
description of partnership or
sponsorship actions.
129-131
Subcontracting
and suppliers
Inclusion in the
purchasing policy of
social, gender
equality and
environmental
issues
GRI 3-3 Management of
material topics
54-55
Consideration in
supplier and
subcontractor
relationships of their
social and
environmental
responsibility
GRI 2-6 Activities, value
chain and other business
relationships
GRI 2-24 Embedding policy
commitments
54-55
Supervision systems
and audits and their
results
54
Consumers' health
and safety measures
GRI 3-3 Management of
material topics
30-34
Consumers Complaint systems GRI 2-16 Communication of
critical concerns
GRI 2-25 Processes to
remediate negative impacts
32

Complaints received
and resolution
thereof
GRI 2-25 Processes to
remediate negative impacts
Internal framework:
information about
complaints and
opportunities for
improvement
32
Tax-related
information
Profits earned
country by country
GRI 207-4 Country-by
country reporting
23
Taxes paid on profits GRI 207-4 Country-by
country reporting
23
Public subsidies
received
GRI 201-4 Financial
assistance received from
government
23
EU Overview of the Gestamp activities in relation to the EU Taxonomy 83-
Taxonomy Regulation 91

5. GRI Standards Indicators

Declaration of Gestamp has reported the information cited in this GRI content index for the
use period from 1 January 2022 to 31 December 2022 using the GRI Standards as
a reference.
GRI 1 GRI 1: Fundaments 2021
GRI Standard Disclosure Reference in the report
GRI 2: General Disclosures 2-1 Organizational details 198, 9
2021 2-2 Entities included in the 191, 173-174
organization's sustainability
reporting
2-3 Reporting period, frequency 174, 173, 191, 198
and contact point
2-4 Restatements of information 173; There have not been
any restatements of the
information.
2-5 External assurance 175; C2 (IAGC 2022)
2-6 Activities, value chain and 7, 9, 10-12, 18-19
other business relationships
2-7 Employees 165-166
2-8 Workers who are not The proportion of external
employees employees is not
significant (5,223 out of
47,893, representing a
tota of 10.9%)
2-9 Governance structure and 132-143
composition
2-10 Nomination and selection of 132-143; C1 (IAGC 2022);
the highest governance body See the selection and
diversity policy of the
Board of Diectors.
2-11 Chair of the highest 134, 137-138
governance body
2-12 Role of the highest 132-143
governance body in overseeing
the management of impacts
2-13 Delegation of responsibility 132-143
for managing impacts
2-14 Role of the highest 132-143
governance body in sustainability
reporting
2-29 Approach to stakeholder 51, 176-177
engagement

GRI 3: Material Topics 2021 3-1 Process to determine 176-177
material topics
3-2 List of material topics 176-177
3-3 Management of material 51, 71-78, 144-149, 155-
topics 156. Throughout the
report, the management
measures and their
effectiveness are reported
for each section.
GRI 205: Anti-Corruption 2016 205-3 Confirmed incidents of 154; There have been no
corruption and actions taken confirmed cases of
corruption and bribery and
therefore no measures
have been taken.
GRI 206: Anti-competitive 206-1 Legal actions for anti There have been no cases
Behavior 2016 competitive behavior, anti-trust, related to unfair
and monopoly practices competition, monopolistic
and anti-competitive
practices.
GRI 302: Energy 2016 302-1 Energy consumption 78
within the organization
302-4 Reduction of energy 80-82
consumption
GRI 305: Emissions 2016 305-7 Nitrogen oxides (NOx), 80. The company does not
sulfur oxides (SOx) and other consider significant the
significant air emissions emissions of persistent
organic pollutants (POP),
hazourdous air Pollutants
(HAP) and particles PM
significant.
GRI 308: Supplier 308-1 New suppliers that were 53
Environmental Assessment screened using environmental
2016 criteria
GRI 403: Occupational Health 403-1 Occupational health and 113-120
and Safety 2018 safety management system
403-2 Hazard identification, risk 113-120, 154
assessment and incident
investigation
GRI 404: Training and 404-1 Average hours of training 100-101
Education 2016 per year per employee
GRI 406: Non-discrimination 406-1 Incidents of discrimination 154-155
2016 and corrective actions taken

6. SASB indicators

The Sustainability Accounting Standards Board (SASB) indicators for the sector are presented below: Transportation - Auto Parts industry.

Matter Indicator
Energy management TR-AP-130a.1: (1) Total energy consumed,
(2) percentage grid electricity, (3)
percentage renewable
78
Waste management TR-AP-150a.1: (1) Total amount of waste
from manufacturing, (2) percentage
hazardous, (3) percentage recycled
66-70
Product safety TR-AP-250a.1: Number of recalls issued,
total units recalled
32
Design for Fuel Efficiency TR-AP-410a.1: Revenue from products
designed to increase fuel efficiency and/or
reduce emissions
37-38,
77,87,90
Materials Sourcing TR-AP-440a.1: Description of the
management of risks associated with the
use of critical materials
52-55
Materials efficiency TR-AP-440b.1: Percentage of products sold
that are recyclable
61,66
TR-AP-440b.2: Percentage of input
materials from recycled or remanufactured
content
61
Competitive behaviour TR-AP-520a.1: Total amount of monetary
losses as a result of legal proceedings
associated with anti-competitive behaviour
regulations
159

7. UN Global Compact

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

ASPECTS PRINCIPLES OF THE GLOBAL COMPACT GRI
INDICATORS
SDGs
Human Rights 1.
Businesses
should
support
and
respect the protection of internationally
proclaimed human rights within their
sphere of influence
102-41, 403-2,
403-3,
405-1,
405-2,
406-1,
409-1,
414-1,
416-1
1, 2, 3, 4, 5,
6, 7, 8, 10,
11, 16, 17
2. Businesses should make sure that they
are not complicit in human rights abuses
414-1, 406-1-
409-1
1, 2, 3, 4, 5,
6, 7, 8, 10,
11, 16, 17
Labour Rights 3.
Businesses
should
uphold
the
freedom of association and the effective
recognition of the right to collective
bargaining
102-41, 402-1,
407-1, 414-1
1, 3, 5, 8, 9,
10, 16, 17
4.
Businesses
should
uphold
the
elimination of all forms of forced and
compulsory labour
409-1, 414-1 1, 3, 5, 8, 9,
10, 16, 17
5.
Businesses
should
uphold
the
effective abolition of child labour
409-1, 412-2, 1, 3, 5, 8, 9,
10, 16, 17
6.
Businesses
should
uphold
the
elimination of discrimination in respect
of employment and occupation
401-1,
405-1,
405-2,
406-1,
414-1
1, 3, 5, 8, 9,
10, 16, 17
Environment 7.
Businesses
should
support
a
precautionary
approach
to
environmental challenges
301-3,
302-1,
303-1,
304-2,
305-1-305-3,
306-1,
306-2,
307-1,
416-1,
417-1
2, 6, 7, 9, 11,
12, 13, 14,
15, 17
8.
Businesses
should
undertake
initiatives
to
promote
greater
environmental responsibility
201-2 2, 6, 7, 9, 11,
12, 13, 14,
15, 17
9. Businesses should encourage the
development
and
diffusion
of
environmentally-friendly technologies
301-3 2, 6, 7, 9, 11,
12, 13, 14,
15, 17
Anti-corruption 10.
Businesses
should work
against
corruption in all its forms, including
extortion and bribery
205-1, 3, 10, 16, 17

8. Companies of the Group

1

As of 31 December 2021, the Group comprised the following subsidiaries throughout the world whose holding company is Gestamp Automoción S.A

Africa

Gescrap Morocco, S.R.L. Tuyauto Gestamp Morocco, S.A.

North America

Autotech Engineering R&D USA, Inc. Edscha Automotive Michigan, Inc Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Edscha Automotive SLP, S.A.P.I. de C.V. Edscha North America Technologies, Llc. Ges Recycling Alabama, LLC Ges Recycling Michigan, LLC Ges Recycling South Carolina, LLC Ges Recycling Tennessee, LLC Ges Recycling USA, LLC Ges Recycling West Virginia, LLC Ges Trading Nar S.A. de C.V. Gescrap Autometal Mexico, S.A. de C.V. Gestamp Aguascalientes, S.A.de C.V. Gestamp Alabama, LLc. Gestamp Cartera de México, S.A. de C.V. Gestamp Chattanooga II, Llc Gestamp Chattanooga, Llc Gestamp Mason, LLc. Gestamp Mexicana de Serv. Laborales, S.A. de C.V. Gestamp Mexicana Serv. Lab. II, S.A. de CV Gestamp North America, INC Gestamp Puebla II, S.A. de C.V. Gestamp Puebla, S.A. de C.V. Gestamp San Luis Potosí Servicios Laborales S.A.P.I. de C.V. Gestamp San Luis Potosí, S.A.P.I. de C.V. Gestamp Servicios Laborales de Toluca SA de CV Gestamp South Carolina, Llc Gestamp Toluca SA de CV Gestamp Washtenaw, LLc. Gestamp West Virginia, Llc. GGM Puebla Servicios Laborales, S.A. de C.V. GGM Puebla, S.A. de C.V. Mexicana Servicios Laborales, S.A.de C.V. Soluciones de Gestión de Residuos Mexicana, S.A. de C.V.

South America

Edscha do Brasil Ltda. Gescrap - Autometal Comercio de Sucatas, S/A Gestamp Argentina, S.A. Gestamp Baires, S.A. Gestamp Brasil Industria de Autopeças, S.A. Gestamp Córdoba, S.A. Gestamp Sorocaba Industria Autopeças Ltda.

Asia

Anhui Edscha Automotive Parts Co Ltd. Autotech Engineering (Shangai) Co. Ltd. Beyçelik Gestamp Otomotive Sanayi, A.S. Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Çelik Form Gestamp Otomotive, A.S. Changchun Xuyang Gestamp Auto Components Co. Ltd. Edscha Aapico Automotive Co. Ltd Edscha Automotive Components (Chongqing) Co. Ltd. Edscha Automotive Components (Kunshan) Co., Ltd. Edscha Automotive Components (Shanghai) Co., Ltd Edscha Automotive Technology (Shangai) Co., Ltd. Edscha Japan Co., Ltd. Edscha Pha Automotive Components (Kunshan) Co., Ltd. Edscha Pha, Ltd. Edscha Togliatti, Llc. Gescrap India Private Limited Gescrap Rus, LLC Gestamp (China) Holding, Co. Ltd Gestamp Auto Components (Beijing) Co., Ltd. Gestamp Auto components (Chongqing) Co., Ltd. Gestamp Auto Components (Dongguan), Co. Ltd. Gestamp Auto Components (Kunshan) Co., Ltd Gestamp Auto Components (Shenyang), Co. Ltd. Gestamp Auto Components (Tianjin) Co., LTD. Gestamp Auto Components Sales (Tianjin) Co., LTD. Gestamp Auto Components Wuhan, co. Ltd. Gestamp Automotive Chennai Private Ltd. Gestamp Automotive India Private Ltd. Gestamp Autotech Japan K.K. Gestamp Hot Stamping Japan Co. Ltd. Gestamp Kartek Corp. Gestamp Metal Forming (Wuhan), Ltd Gestamp New Energy Vehicle Components (Beijing) Co., LTD. Gestamp Pune Automotive, Private Ltd. Gestamp Services India Private, Ltd. Gestamp Severstal Kaluga, LLc Gestamp Severstal Vsevolozhsk Llc Gestamp Togliatti, Llc.

Gestool Tooling Manufacturing (Kunshan), Co., Ltd Indutrial Steel Recycling, L.L.C. Jui Li Edscha Body Systems Co., Ltd. Jui Li Edscha Hainan Industry Enterprise Co., Ltd. Jui Li Edscha Holding Co., Ltd. Shanghai Edscha Machinery Co., Ltd.

Europ e

Adral, matriceria y pta. a punto, S.L. Almussafes Mantenimiento de Troqueles, S.L. Automated Joining Solutions, S.L. Automotive Chassis Products Plc. Autotech Engineering Deutschland GmbH Autotech Engineering France S.A.S. Autotech Engineering R&D Uk limited Autotech Engineering S.L. Autotech Engineering Spain, S.L. Beta Steel, S.L. Car Recycling, S.L. Diede Die Developments, S.L. DJC Recyclage Edscha Automotive Hauzenberg GmbH Edscha Automotive Hengersberg GmbH Edscha Automotive Kamenice S.R.O. Edscha Briey S.A.S. Edscha Burgos, S.A. Edscha Engineering France S.A.S. Edscha Engineering GmbH Edscha Hauzenberg Real Estate GmbH & Co. KG Edscha Hengersberg Real Estate GmbH & Co. KG Edscha Holding GmbH Edscha Hradec S.R.O. Edscha Kunststofftechnik GmbH Edscha Mechatronics Solutions, GmbH Edscha Santander, S.A. Edscha Velky Meder S.R.O. Etem Gestamp Aluminium Extrusions, S.A. Flycorp, S.L. Ges Recycling Limited Ges Recycling Polska Sp. Z.o.o Gescrap Aragón, S.L. Gescrap Catalunya, S.L. Gescrap Centro, S.L. Gescrap Czech, s.r.o. Gescrap Desarrollo, S.L. Gescrap France, S.A.R.L. Gescrap GmbH Gescrap Hungary, KFT

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

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

CORPORATE HEADQUARTERS

GESTAMP AUTOMOCIÓN

Polígono industrial de Lebario 48220 Abadiño – Vizcaya (España)

GESTAMP GROUP

Calle Alfonso XII, 16 28014 Madrid (España)

9. Opex Table: Proportion of OpEx from products or services associated with economic activities that conform to the taxonomy-disclosure corresponding to the year 2022

Substantial contribution criteria No significant harm criteria (Does not cause
significant harm)
Economic activities cod
es
abs
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te
Op
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rtio
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om
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ea
r
at
Cat
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ry (
fac
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ity)
Cat
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tra
nsi
tio
n a
ctiv
ity)
M€ % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % F T
A. ELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
A.1 Environmentally sustainable activities (conforming to the taxonomy)
OpEx of environmentally sustainable activities (conforming to the taxonomy) (A.1)
A.2 Activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform to the taxonomy)
Manufacture of batteries, cells and accumulators 3.4 17 2
OpEx of environmentally sustainable activities (not conforming to the taxonomy) (A.2) 17 2
Total (A.1 + A.2) 17 2
B. ACTIVITIES NOT ELIGIBLE ACCORDING TO THE TAXONOMY
OpEx of non-eligible activities according to taxonomy (B) 849 98
TOTAL (A+B) 866 100

  1. Report on Independent Review

Gestamp Automoción S.A. C/ Alfonso XII, 16 28014 Madrid, Spain www.gestamp.com

If you need any clarifications, or have questions or suggestions related to the report: [email protected]

Independent Limited Assurance Report of the Consolidated Non-Financial Information Statement for the year ended December 31, 2022

GESTAMP AUTOMOCIÓN, S.A. and DEPENDENT COMPANIES

INDEPENDENT LIMITED ASSURANCE REPORT OF THE CONSOLIDATED NON-FINANCIAL INFORMATION STATEMENT

Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails

To the Shareholders of GESTAMP AUTOMOCIÓN, S.A.:

Pursuant to article 49 of the Code of Commerce we have performed a verification, with a limited assurance scope, of the accompanying consolidated Non-Financial Information Statement (hereinafter NFS) corresponding to the annual year ended 31 December 2022, of GESTAMP AUTOMOCIÓN, S.A. and subsidiaries (hereinafter, the Group) which is part of the Group's 2022 consolidated Management Report.

The content of the NFS includes additional information to that required by prevailing mercantile regulations in relation to non-financial information statement that has not been subject to our verification. In this regard, our review has been exclusively limited to the verification of the information shown in the table "Index of Contents" included in the accompanying NFS.

Responsability of the Board of Directors

The formulation of the NFS included in the Consolidated Management Report of the Group, as well as the content thereof, is the responsibility of the Board of Directors of GESTAMP AUTOMOCIÓN, S.A. The NFS has been prepared in accordance with the content required by prevailing company law and using as reference the Sustainability Reporting Standards of Global Reporting Initiative (GRI standards), as well as those other criteria described according to what is mentioned for each subject in the table "Index of Contents", of the NFS.

This responsibility also includes the design, implementation and maintenance of internal control deemed necessary to enable the NFS to be free from material misstatement, whether due to fraud or error.

They are further responsible for defining, implementing, adapting and maintaining the management systems from which the information necessary for the preparation of the NFS is obtained.

Our Independence and quality control

We have complied with the independence and other ethics requirements of the Code of Ethics for Accounting Professionals issued by the International Ethics Standards Council for Accounting Professionals (IESBA) which is based on the fundamental principles of integrity, objectivity, professional competence and diligence, confidentiality and professional behavior.

Our firm applies International Quality Control Standard 1 (NICC 1) and maintains, accordingly, a global quality control system that includes documented policies and procedures relating to compliance with ethical requirements, professional standards and applicable legal and regulatory provisions.

The work team has been formed by professionals who are experts in reviews of Non-Financial Information and, specifically, in economic, social and environmental performance information.

Our responsability

Our responsibility is to express our conclusions in an independent limited verification report based on the work performed. Our review has been performed in accordance with the requirements established in the prevailing International Standard on Assurance Engagements 3000 "Assurance Engagements Other than Audits or Reviews of Historical Financial Information" (ISAE 3000 Revised) issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC) and the guidelines for verifying the Non-Financial Statement, issued by the Spanish Official Register of Auditors of Accounts (ICJCE).

The procedures carried out in a limited assurance engagement vary in nature and timing and are smaller in scope than reasonable assurance engagements and, therefore, the level of assurance provided is likewise lower.

Our work consisted in requesting information from Management and the various Group's units participating in the preparation of the NFS, reviewing the process for gathering and validating the information included in the NFS, and applying certain analytical procedures and sampling review tests as described below:

  • Meetings with the Group's personnel to know the business model, policies and management approaches applied, the main risks related to these matters and obtain the necessary information for our external review.
  • Analysis of the scope, relevance and integrity of the content included in the NFS based on the materiality analysis made by the Group and described in the section "Priority issues", considering the content required by prevailing mercantile regulations.
  • Analysis of the processes for gathering and validating the data included in the 2021 NFS.
  • Review of the information on the risks, policies and management approaches applied in relation to the material aspects included in the 2022 NFS.
  • Check, through tests based on a selection of a sample, of the information related to the content of the 2022 NFS and its correct compilation from the data provided by the information sources.
  • Reception of a representation letter from the Board of Directors and Management.

Emphasis paragraph

Regulation (EU) 2020/852 of the European Parliament and the Council, June 18 2020, on the establishment of a framework to facilitate sustainable investments settles the obligation to disclose information on how and to what extent the company's activities are associated with economic activities that are considered aligned in relation to climate change mitigation and adaptation objectives for the first time for the financial year 2022, additionally to the information related to eligible activities required in financial year 2021. Consequently, comparative information about alignment has not been included in the accompanying Consolidated Management Report. Additionally, information has been incorporated for which the Board of Directors of GESTAMP AUTOMOCIÓN, S.A. have chosen to apply the criteria which, in their opinion, best enable compliance with the new obligation and which are defined in the section "EU Taxonomy" of the attached EINF. Our conclusion has not been changed in relation to this issue.

Conclusion

Based on the limited assurance procedures conducted and the evidence obtained, no matter has come to our attention that would cause us to believe that the Group's NFS for the year ended December 31, 2022 has not been prepared, in all material respects, in accordance with the contents required by the prevailing company law and the selected GRI standards' criteria, as well as other criteria, described as explained for each subject matter in the table "Index of Contents and GRI Standards Indicators" of the NFS.

Use and distribution

This report has been prepared in response to the requirement established by prevailing company law in Spain and may not be appropriate for other uses and jurisdictions.

ERNST & YOUNG, S.L.

(Signed in the original version in Spanish)

_______________________ Elena Fernández García

February 27, 2023

This document is a translation into English of an original document drafted in Spanish. This translation is for information purposes only, therefore, in case of discrepancy, the Spanish version shall prevail.

MODEL ANNEX I

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES

IDENTIFICATION DETAILS OF THE

END OF REPORTING PERIOD 31/12/2022

Tax Identification Code

ISSUER

A48943864

Registered Name: GESTAMP AUTOMOCIÓN, S.A.

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

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES

OWNERSHIP STRUCTURE A

A.1 Complete the following table about the 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
03/03/2017 287757180 575514360 0 0 575514360

Number of shares recorded in the special logbook pending lapse of loyalty term 0

Remarks

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

Yes □ No

Categor Number of shares Nominal value Number of voting Different
y per share rights per share rights
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
shareholder
% voting rights
voting rights)
attributed to the shares
(including loyalty-based
% 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.
23.66 50.10 0 0 73.76 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:

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

Remarks Mr. Javier Rodríguez Pellitero and Mr. Cesar Cernuda Rego hold a direct stake of 0.003% and 0.004%, respectively, which, together with the stake held by the other Directors, results in a total of 0.177%.

Details of the indirect shareholding:

Individual or
company name
of director
Name or
company name
of the direct
holder
% voting
rights
attributed
to the
shares
(including
loyalty
based
voting
rights)
% voting
rights
through
financial
instruments
% total
voting
rights
Out of the
total % of
voting rights
attributed to
the shares,
indicate, as
applicable, the
% of
additional
allocated votes
related to
loyalty shares
- - - - - -

Remarks

4

Provide a breakdown of the total percentage of voting rights represented in the board:

Total % of voting rights represented in the board of directors 73.93%

A.4 State, if applicable, the family, commercial, contractual, or corporate relationships between significant shareholders, insofar as they are known to the company, unless they are immaterial or result from the ordinary course of business, except those that are reported in section A.6:

Related individual or
company name
Type of relationship Brief description

A.5 State, if applicable, the commercial, contractual, or corporate relationships between significant shareholders and the company and/or its group, unless they are immaterial or result from the ordinary course of business:

Related individual or
company name Type of relationship Brief description
Acek Desarrollo y Gestión Contractual Gestamp
Automoción,
S.A.
Industrial, S.L. Commercial (hereinafter referred to as the
Gestamp Automoción, S.A. Corporate "Company")
and
any
companies
belonging
to
its
group, of which the Company
is
the
parent
entity,
(hereinafter referred to as the
"Group"), have a commercial,
contractual
and
corporate
relationship with its significant
shareholder
or
companies
belonging
to
its
group.
Although those relationships
arise from the ordinary course
of
business
under
market
conditions, they are detailed in
section D of this report for the
sake of full transparency. In
addition, transactions arising
from these relationships are
published
through
"Other
Relevant
Information"
communications in accordance
with the provisions of article
529(21)
of
the
Spanish
Companies Act (LSC).

A.6 Describe the relationship, unless it is of little relevance to both parties, that exists between significant shareholders or representatives on the board and the directors, or their representatives, in the case of legal person directors.

Explain, where applicable, how significant shareholders are represented. Specifically, any directors who have been appointed on behalf of significant shareholders, those whose appointment was encouraged by significant shareholders, or who are related to significant shareholders and/or entities in their group, specifying the nature of such relationships, shall be indicated. In particular, mention shall be made, where appropriate, of the existence, identity and position of members of the board, or representatives of directors, of the listed company, who are, in turn, members of the management body, or their representatives, in companies which hold significant shareholdings in the listed company or in group entities of these significant shareholders.

Individual or
company name of
the related director
or representative
Individual or
company name of
related significant
shareholder
Company name of
the group
company of the
significant
shareholder
Description of
relationship /
position
Mr Francisco José Acek Desarrollo y Acek Desarrollo y He has control of
Riberas Mera Gestión Industrial,
S.L.
Gestión Industrial,
S.L.
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 Acek Desarrollo y Acek Desarrollo y He has control of
Riberas Mera Gestión Industrial, Gestión Industrial, Ion Ion S.L., a
S.L. S.L. company that,
together with the
company Orilla
Asset Management,
S.L., controls the
significant
shareholder
Acek Desarrollo y
Remarks
Ms. Chisato Eiki 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,
S.L.
Gestamp 2020, S.L. He is Director of Gestamp 2020, S.L.
Mr. Francisco López
Peña
Acek Desarrollo y
Gestión Industrial,
S.L.
Gestamp 2020, S.L. He is Director of Gestamp 2020, S.L.
Gestión Industrial,
S.L. He is the joint
director of Acek and
director of
companies in Acek
Group.

A.7 State whether any private shareholders' agreements (pactos parasociales) affecting the company pursuant to the provisions of Articles 530 and 531 of the Companies Act (Ley de Sociedades de Capital) have been reported to the company. If so, briefly describe them and list the shareholders bound by the agreement:

Participants in the % of share capital Expiration
private shareholders' affected Brief description of the date of the
agreement agreement agreement,
if any
Acek Desarrollo y Gestión 73.76 Private
shareholders'
-
Industrial, S.L. agreement
signed
on
23
Mitsui & Co., Ltd. December 2016 and reported
by
virtue
of
a
Significant
Gestamp 2020, S.L. Event on 7 April 2017 (Record
No.
250532).
It
regulates,
among other aspects, corporate
governance matters relating to
the
General
Shareholders'
Meeting and the Board of
Directors
of
both
Gestamp
2020, S.L., and the Company,
as well as the transmission
regime
of
shares
of
the
Company.
For
further
information, see note included
in Section H.
Mr Francisco José Riberas 73.76 Protocol
formalised
on
21
-
Mera March 2017 and reported by
Orilla Asset Management, virtue of a Significant Event on
S.L. 7
April
2017
(Record
No.
Mr Juan María Riberas Mera 250503). It regulates certain
Ion-Ion, S.L. aspects related to Acek Group's
Yes ☒ No □
Acek Desarrollo y Gestión ownership and management.
Industrial, S.L. In
particular,
the
protocol
regulates the procedure for
deciding the direction of the
vote of
Acek Desarrollo y
Gestión Industrial, S.L., with
respect
to
the
agreements
adopted
in
the
General
Shareholders' Meeting of the
Company
and
of
Gestamp
2020, S.L., the first refusal and
tag
along
rights
regarding
shares of Acek Desarrollo y
Gestión Industrial, S.L., and
the regime to solve deadlock
situations that could affect the
Company.
For
further
information, see note included
in Section H.
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:

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 23.66% interest in the Company's share capital. Therefore, Acek Desarrollo y Gestión Industrial, S.L. controls 73.76% 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).

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
460,513 0 0.08

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.
  • A.11 Estimated free float:

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.

YesNo □

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 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.

YesNo □

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.

GENERAL SHAREHOLDERS' MEETING

B

B.1 State and, if applicable, describe whether or not there are differences with the minimum requirements set out in the Companies Act (LSC) regarding the quorum needed to hold a general shareholders' meeting.

Yes □ No

% quorum 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.

% established by the
entity for the adoption
of resolutions
Qualified majority other than
that established in Article
201.2 of the Companies Act
for the cases set forth in
Article 194.1 of the
Companies Act
Other instances in
which a
qualified
majority is
required
Describe the
differences

B.3 State the rules applicable to the amendment of the articles of association of the company. In particular, disclose the majorities provided for amending the articles of association, and any rules provided for the protection of the rights of the shareholders in the amendment of the articles of association.

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

In this regard, according to the provisions under Article 13.3 of the Company's articles of association, in order for the General Shareholders' Meeting to validly agree any articles of association amendment, the following shall be required: on first call, the absolute majority of shareholders present, either in person or by proxy, provided they hold at least fifty percent of the subscribed share capital with voting rights; and, on second call, the favourable vote of two thirds of shareholders present, either in person or by proxy, at the General Shareholders' Meeting, when there are shareholders representing twenty-five percent or more of the subscribed share capital with voting rights, without reaching fifty percent.

Attendance data
Date of % of % of % absentee voting
general
sharehold
ers'
meeting
shareholders
present in
person
shareholders
represented by
proxy
Electronic
voting
Other % Total
10/05/2022 0.53 86.60 0 0 87.13
Of which free
float:
0.35 12.98 0 0 13.33
06/05/2021 0.18 86.12 0 1.13 87.43
Of which free
float:
0.00 13.15 0 1.13 14.28
25/06/2020 0.18 83.17 0 1.25 84.60
Of which free
float:
0.00 10.31 0 1.25 12.06

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:

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, which at the 2022 General Shareholders' Meeting accounted for 0.00005% of the voting rights.

B.5 State whether at the general meetings held throughout the year there were any items on the agenda that, for any reason, were not approved by the shareholders.

Yes □ No ☒
Agenda items not approved % votes against (*)
  • (*) If the non-approval of the item is due to a reason other than a vote against, it is to be explained in the text part, placing "n/a" in the column "% votes against".
  • B.6 State whether or not there are any articles of association restrictions requiring a minimum number of shares to attend the general shareholders' meeting, or to vote remotely:
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.

STRUCTURE OF THE COMPANY'S MANAGEMENT C

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
Representativ
e
Category
of
director
Position on the
Board
Date
of
first
appointment
Date
of
last
appointment
Election
procedure
Date
of
birth
Mr Francisco
José Riberas
Mera
- Executive Executive
Chairman
22/12/1997 06/05/2021 General
Shareholders'
Meeting
Agreement.
01/06/1964
Mr Juan María
Riberas Mera
- Proprietary Vice
Chairman
22/12/1997 06/05/2021 General
Shareholders'
Meeting
Agreement.
06/10/1968
Mr Francisco
López Peña
- Executive Member 05/03/2010 06/05/2021 General
Shareholders'
Meeting
Agreement.
05/03/1959
Ms Chisato
Eiki
- Proprietary Member 01/04/2021 01/04/2021 Resolution of
the Board of
Directors.
30/09/1972
Mr Norimichi
Hatayama
- Proprietary Member 02/04/2020 02/04/2020 Resolution of
the Board of
Directors.
22/12/1973
Mr Alberto
Rodríguez
Fraile Díaz
- Coordinating
Independent
Director
Member 24/03/2017 06/05/2021 General
Shareholders'
Meeting
Agreement.
22/10/1964
Mr Javier
Rodríguez
Pellitero
- Independent Member 24/03/2017 06/05/2021 General
Shareholders'
Meeting
Agreement.
22/09/1969
Mr Pedro Sainz
de Baranda
Riva
- Independent Member 24/03/2017 06/05/2021 General
Shareholders'
Meeting
Agreement.
23/03/1963
Ms Ana García - Independent Member 24/03/2017 06/05/2021 General 03/11/1968
Fau Shareholders'
Meeting
Agreement.
Mr César - Independent Member 24/03/2017 06/05/2021 General 18/04/1972
Cernuda Rego Shareholders'
Meeting
Agreement.
Ms Concepción - Independent Member 29/07/2019 29/07/2019 Resolution of 15/06/1965
Rivero the Board of
Bermejo Directors
Mr Gonzalo - Other external Member 24/03/2017 06/05/2021 General 17/09/1961
Urquijo directors Shareholders'
Fernández de Meeting
Araoz Agreement.
Ms Loreto - Independent Member 06/05/2021 06/05/2021 General 24/04/1971
Ordóñez Solís Shareholders'
Meeting
Agreement.

Total number of directors 13

State any removals, either due to resignations or resolutions of the General Shareholders' Meeting, in the Board of Directors during the reporting period:

Individual or Class of Date of last Date of vacancy Specialist Indicate whether the
company name director at appointment Committees of resignation/dismissal took
of director time of which he/she was a place before the end of the
vacancy member term of office

Cause of resignation/dismissal when occurring before the expiration of the term of office and other observations; information on whether or not the director sent a letter to the other board members and, in the case of dismissals of non-executive directors, an explication or the perspective of the director dismissed by the General Meeting.

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

EXECUTIVE DIRECTORS

Individual or company name
Position within the company's structure
Profile
of director
Mr Francisco José Riberas Executive Chairman He holds a Degree in Law and a Degree in
Mera Business Management and Economics from the
Comillas Pontifical University (ICADE E-3) of
Madrid.
He began his professional career by taking on
different positions in the Gonvarri Group as
Director of Corporate Development and later as
CEO. In 1997 he created Gestamp Automoción
and since then he has been its executive
chairman, shaping over time what Gestamp
Group is today.
He is a member of the Boards of Directors of
Telefónica, CIE Automotive and Wallbox. He
also sits on the management bodies of other
Gestamp Group companies and of companies in
the Acek family holding (including companies
in the Gonvarri, Acek Energías Renovables and
Inmobiliaria Acek groups). He also chairs the
Spanish Association of Automotive Suppliers
(Sernauto)
and
the
Spain-China
Council
Mr Francisco López Peña Member Foundation.
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 currently Managing Director of Orilla
Asset Management, S.L.
He is also a Director of several unlisted
companies of the Gestamp Automoción Group,
of GAM (General de Alquiler de Maquinaria,
S.A.), and of several unlisted companies in
which Orilla Asset Management, S.L. has a
stake.
Total number of executive
directors
2
Total % of the board 15.39%

Remarks

Individual or company name of
director
Individual or company name of
the significant shareholder
Profile
represented by the director or that
has proposed the director's
appointment
Mr Juan María Riberas Mera Acek Desarrollo y Gestión
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
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 member of the Board of
Trustees of the Juan 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.
She is Director of Gestamp 2020, S.L.

EXTERNAL PROPRIETARY DIRECTORS

Mr Norimichi Hatayama Acek Desarrollo y Gestión He holds a degree in Arts from the Tokyo
Industrial, S.L. University of Foreign Studies (TUFS) and attended
an
international
studies
program
taught
by
Universidad Tecnológica de Monterrey, Mexico.
He has extensive experience in the steel sector and
a professional career of over 20 years working for
Mitsui Group in different positions and different
locations. He is the current General Director of the
Steel Commercial Development and Investments
Department in the Metals Division. He began his
professional career in Mitsui in 1998, holding
different positions in the Rolls, Tubes and Rails
Division and, in particular, in the Steel Rolls
international area in Tokyo. From 2009 to 2015, he
acted as the Deputy General Director of the Steel
Products Division for the Middle East, the Main
Representative
at
the
Al-Khovar
office
and
General Director of the Metal Department in
Mitsui's subsidiary in Saudi Arabia. Afterwards, he
was appointed General Director of the Rails
International Department, which belongs to the
Rolls, Tubes and Rails Division. Subsequently and
prior to holding his current position, he was the
General Director of the Automotive Components
area reporting to the Automotive Components
Division.
He is Director of Gestamp 2020, S.L.
Total number of proprietary
directors
3
Total % of the board 23.07%

Remarks

Individual or company name of director Profile
Mr Alberto Rodríguez-Fraile Díaz He holds a Degree in Business Administration from the University of Miami
and participated in the PADE programme (Senior Business Management) at
the IESE Business School of Madrid. He also has certifications from the
Securities Exchange Commission and the National Association of Securities
Dealers as Registered Options Principal, Financial and Operation Principal,
and Securities Principal.
Mr Javier Rodríguez Pellitero He started his professional career as a financial consultant at Merrill Lynch.
Over the last 30 years he has worked for Asesores y Gestores Financieros
(A&G), a company of which he is a founding partner, shareholder and the
Chairman of its Board of Directors. Furthermore, he is a member of the board
of A&G Group companies.
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.
Mr Pedro Sainz de Baranda Riva In addition, he is a Member of the Advisory Board of Engie España, S.L.U.
He holds a Degree in Mine Engineering from the University of Oviedo and a
PhD in Engineering from Rutgers University in New Jersey. He also holds a
Master's Degree in Business Administration (MBA) from the MIT, Sloan
School of Management, Massachusetts.
Former Executive Chairman of Otis Elevator Company, he is a founding
partner of the investment firm Sainberg Investments. A large part of his
professional career was undertaken at the United Technologies Corporation
Group, where he held different managerial positions with an international
scope. He started as an R&D engineer at United Technologies, Connecticut,
and later became the Engineering and New Technologies Manager.
Subsequently, he was the Director of New Installations at Otis Elevator in
Mexico, General Director at Otis in Portugal, CEO at Zardoya Otis and
Chairman of the Southern Europe and Middle East area at Otis Elevator
Company and, finally, Executive Chairman at Otis Elevator Company, a
world leader in its sector.
He is a member of the Board of Directors of Scalpers Fashion 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

EXTERNAL INDEPENDENT DIRECTORS

Nebrija.
Ms. Ana García Fau She holds degrees in Law and in Business Management and Economics from
the Comillas Pontifical University (ICADE E-3) of Madrid. She also holds a
Master of Business Administration (MBA) from the MIT, Sloan School of
Management, USA.
She is currently part of the Boards of Directors of the following listed
companies: Cellnex Telecom, Merlin Properties and JDE Peet's in the
Netherlands. She is non-executive Chairman of Finerge in Portugal and a
director of Globalvía. She is also a member of several advisory boards such as
Salesforce in EMEA, Pictet Wealth Management in Spain and DLA Piper
(UK), Mutualidad de la Abogacía and the Board of Trustees of the Fundación
Universitaria Comillas-ICAI.
She started her professional career working at McKinsey & Co., Wolff Olins
and Goldman Sachs International. At TPI-Páginas Amarillas (Telefónica
Group) she was General Director of the Corporate Development area and
subsequently Chief Financial Officer. She formed part of the Boards of
Directors of different companies under the TPI Group. In the Hibu Group
(formerly, Yell), she held different managerial positions, such as CEO of Yell
for business in Spain and Latin America for 7 years, and as Global General
Director of Business Strategy and Development, as well as member of its
Global Steering Committee, participating in the development of the
company's digitalisation strategy.
She was administrator of Euskaltel, Eutelsat (France), Technicolor, Cape
Harbor Advisors and Renovalia Energy Group.
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. For the past 20 years, he
has led Microsoft in a variety of international leadership positions, including
General Manager of Microsoft Dynamics Europe, Middle East and Africa,
Worldwide Vice President of Microsoft Dynamics, President of Microsoft
Asia Pacific, and Corporate Vice President of Microsoft.
Since July 2020, he has been President of NetApp, Inc.
He is a member of the Advisory Board of the McDonough School of Business
at Georgetown University and the International Advisory Board of the IESE
Business School, University of Navarra.
Ms Concepción Rivero Bermejo She holds a degree in Economics and Business Administration from the
Autonomous
University
of
Madrid.
She
also
studied
an
Advance
Management Program at IESE, Madrid, and an Executive Program at
Singularity University in California.
She began her professional career in Telyco (a subsidiary of Telefónica) as
Product Marketing Director. Afterwards, she was Marketing Director in
Amena (currently, Orange) and in Xfera (currently, Yoigo). She then worked
in Nokia as CEO for the Iberia business and Senior Vice-Chairwoman of the
Telefónica global business for Nokia for 7 years, while being a member of the
company's Global Brand Council. Subsequently, she was Global Director in
Telefónica of the Mobile Devices business unit and then Global Marketing
Director. Her last position in Telefónica was deputy member of the General
Global Management at the Digital and Commercial Unit. She was then Senior
Advisor at Ericcson and Chairwoman at the International Women Forum.
She is currently an independent director of Cellnex Telecom and Chairwoman
of its Nomination, Compensation and Sustainability Committee, a member
of the Advisory Council of Mutualidad de la Abogacía and Non-Executive
Chairwoman of Pentacom (Onivia) and its Nomination and Compensation
Committee. Additionally, she belongs to the Council of the Spanish
Association of Directors (AED) and is Co-Chairman of the Women Corporate
Director Spain.
Ms Loreto Ordóñez Solís She holds a degree in Mine Engineering from the University of Oviedo, Spain,
a Master's Degree in Combustion and Energy from the University of Leeds,
England, and an MBA from IESE, Spain.
She has an important professional track records with almost 25 years of
experience in the energy sector. She is currently the CEO of ENGIE Group
(formerly, GDF Suez) in Spain, a position from which she is leading the
energy transformation process focusing on decarbonisation, energy efficiency
and innovation.
She started her professional career in the Research & Development area of
the European Commission - DGXII and then started working for ENUSA
(Uranium National Enterprise) and, afterwards, in Enagás. In London, she
was the Business Development Director for the Energy Wholesale Operation
in 2000. Subsequently, in 2002, she started working for ENGIE Group as
Operations Director for Electrabel España in Belgium. In 2009 she was
appointed Energy Strategy and Management Vice-Chairwoman in GDF Suez
Energy Western Europe, Paris, and since 2011 she has been the CEO of
ENGIE Group in Spain.
She is currently a director of EXOLUM and other ENGIE Group companies.
She is also French Foreign Trade Director, Dialogue Chair of the Spain
France
Friendship
Association,
Vice-Chairwoman
of
the
Belgium
Luxembourg Chamber of Commerce in Spain, a member of the Board of
Directors of Círculo de Empresarios (Businesspersons Association) and of the
Spanish Business Council for Sustainable Development (Forética), and a
member of the Executive Board of the French Chamber of Commerce.
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 Company, officer or
name of director Reasons shareholder with Profile
which the director has
ties
Mr Gonzalo Urquijo He was a director of the Gestamp He holds a degree in Economics and Political
Fernández de Araoz Company for a continuous Automoción, S.A. Science from Yale University, Connecticut,
period of over 12 years. and an MBA from Instituto de Empresa,
Madrid.
He began his professional career in the
banking sector, working in different positions
for Citibank and Crédit Agricole. He later
became Director and Chief Financial Officer of
Corporación J M Aristrain and then Chief
Financial Officer of Aceralia Corporación
Siderúrgica's investees. He held different
positions
as
member
of
the
General
Management
in
ArcelorMittal
Group
in
different areas, such as those referring to long
products,
stainless
steel,
distribution,
emerging markets and CSR. He was then
Strategy Director at ArcelorMittal chaired
ArcelorMittal Spain. He was the Executive
Chairman of Abengoa.
He is Talgo's current CEO. She is also a
member
of
the
Board
of
Directors
of
Ferrovial,
the
Chairman
of
Hesperia
Foundation and a member of the Board of
Trustees of Princess of Asturias Foundation.
Formerly he was a member of the Board of
Directors of Fertiberia, Holding Gonvarri and
different ArcelorMittal Group companies, as
well as in the following listed companies:
Abengoa,
Aceralia,
APERAM,
Atlantica
Yield and Vocento.
Total number of other external
directors
1
Total % of the board 7.69%

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

Individual or company name of
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 1 0 0 33.33 33.33 0 0
Independent 3 3 2 2 42.86 42.86 33.33 33.33
Other external 0 0 0 0 0 0 0 0
Total: 4 4 2 2 30.77 30.77 16.66 16.66
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 Auditing Act, shall report, as a minimum, on the policy they have established regarding gender diversity.

YesNo □ 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 Nomination and Compensation Committee to achieve a balanced and diverse presence of directors.

If the company does not implement a diversity policy, explain why not.

Description of the policies, objectives, measures and the way in which they have been implemented, as well as the results obtained

The Board of Directors Selection Policy approved by the Board of Directors of the Company on 14 December 2017, at the proposal of the Nomination and Compensation Committee, and amended on 26 July 2022 as discussed below, defines the procedures and mechanisms for the selection of Directors in order to ensure an appropriate and diverse composition of the Board of Directors of the Company at all times. This policy sets out the underlying principles that are to govern it, which include the following:

  • 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 skills, knowledge, experience, backgrounds, nationalities, age and gender shall be encouraged, in order to enrich the decision-making process and to bring different perspectives to discussions on matters within the Board's competence.

In order to promote the aforementioned principle of diversity, and specifically gender diversity, on 26 July 2022, the Board of Directors, following a proposal by the Nomination and Compensation Committee, approved the introduction of certain amendments to the Selection Policy of the Board of Directors, including, among others, the new name of the Policy, which is now called the Selection and Diversity Policy of the Board of Directors, as well as that the Board of Directors shall ensure that the Company's diversity measures encourage the Company to have a significant number of senior executives, all in accordance with Recommendation 14 of the Good Governance Code of Listed Companies.

The Board of Directors' Knowledge, Skills, Diversity and Experience Guide sets out the knowledge, skills, diversity and experience that the Board of Directors as a whole must possess such that it serves as a reference and support tool for the Board of Directors' Selection Policy. This guide, approved on 14 December 2017 by the Board of Directors at the proposal of the Nomination and Compensation Committee, develops the aforementioned principles and establishes that, for the purposes of selecting candidates and re-electing Directors, and in the face of equal knowledge and experience, diversity is to be encouraged, thus preventing discrimination on grounds of gender, age, culture, religion and race, and that the composition of the Board of Directors is to be in accordance with the demographic reality of the markets in which the Company operates.

On the other hand, in accordance with Article 41. 1. (b) of the Regulations of the Board of Directors, the Nomination and Compensation Committee verified compliance with the aforementioned Board of Directors Selection and Diversity Policy at its meeting on 19 December 2022. Given that no vacancies occurred on the Board of Directors during 2022, the verification of compliance with this Policy focused on verifying compliance by the Nomination and Compensation Committee itself with the obligation to update the competence matrix of the Board of Directors, which occurred on 10 May 2022; and, ultimately, with regard to compliance with the objective of the Policy, i.e. to ensure that the Board of Directors had an appropriate and diverse composition during the financial year.

C.1.6 Explain any measures, if appropriate, approved by the Nomination Committee in order for selection procedures to be free of any implied bias that hinders the selection of female directors, and in order for the company to deliberately search for women who meet the professional profile that is sought and include them among potential candidates in order to allow for a balanced presence of men and women. Also indicate if these measures include promoting a significant number of female high executives at the company:

As set out in section C.1.5., the Board of Directors' Selection and Diversity Policy states that equal treatment and diversity shall be inspirational principles for directors' selection processes. The policy establishes that the selection process of possible directors shall be based on an analysis of the duties and the skills required to adequately meet the diversity profile of the Board of Directors, among other profiles, based on that set out in the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors. Such guide contains the main criteria that were followed to design the composition of the current Board of Directors and that are to be followed when it comes to filling future vacancies.

Some of the stand-out principles include favouring the selection of candidates and the re-election of directors, who have the necessary knowledge and experience, favouring diversity and preventing discrimination on grounds of gender, among other reasons.

In this regard, as mentioned below as part of the assessment of the Board of Directors (section C.1.17), the action plan prepared by the Nomination and Compensation Committee and submitted for the approval of the Board of Directors at its first meeting in 2022 includes certain recommendations, such as continuing to fulfil the diversity principle included in both the Selection and Diversity Policy and the Knowledge, Skills, Diversity and Experience Guide of the Board of Directors.

In addition, as already mentioned in section C.1.5. and in order to achieve a balanced presence of women and men in its composition, the Board of Directors, following a proposal from the Company's Appointments and Compensation Committee, resolved at its meeting of 26 July 2022 to introduce certain amendments to the Selection and Diversity Policy of the Board of Directors, among others, that the Board of Directors shall ensure that the Company's diversity measures encourage the Company to have a significant number of female senior managers, all in accordance with the provisions of Recommendation 14 of the Good Governance Code of Listed Companies.

In addition, among the measures adopted to encourage the Company to have a significant number of female executives, since 2018 the Company has participated in the Promociona executive development programme, organised by the ESADE business school together with the CEOE, in which female employees of the Group with executive potential participate on an annual basis.

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

Explanation of reasons

C.1.7 Explain the conclusions of the Nomination Committee regarding verification of compliance with the Board of Directors' appropriate structure policy.

In accordance with the provisions of Article 41. 1. (b) of the Regulations of the Board of Directors, the Nomination and Compensation Committee, at its meeting held on 19 December 2022, verified compliance with the Selection and Diversity Policy of the Board of Directors during financial year 2022. In this regard, during the aforementioned financial year, no vacancies have arisen on the Board of Directors, so that the verification of compliance has focused on verifying compliance by the Nomination and Compensation Committee itself with the obligation to update the competence matrix of the Board of Directors, a circumstance that occurred on 10 May 2022; and, ultimately, with regard to compliance with the objective of the Policy, i.e. to ensure that the Board of Directors has had an appropriate and diverse composition during the financial year.

C.1.8 Explain, if applicable, the reasons why proprietary directors have been appointed at the proposal of shareholders whose shareholding interest is less than 3% of share capital:

Individual or company name of
shareholder
Reason

State if there has been no answer to formal petitions for presence on the board received from shareholders whose shareholding interest is equal to or greater than that of others at whose proposal proprietary directors have been appointed. If so, describe the reasons why such petitions have not been answered:

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 Name of entity within the group Position Does he/she
director have executive
duties?
Mr Francisco José Riberas Mera Adral Matricería y Puesta a Punto, S.L. Representative
(natural person)
YES
of sole director
(legal person)
Mr Francisco José Riberas Mera Autotech Engineering Deutschland GmbH Joint and
Several Director
YES
Mr Francisco José Riberas Mera Autotech Engineering R&D, UK Limited Chairperson YES
Mr Francisco José Riberas Mera Autotech Engineering, S.L. Representative YES
(natural person)
of sole director
(legal person)
Mr Francisco José Riberas Mera Autotech Engineering Spain, S.L. Chairman/CEO YES
Mr Francisco José Riberas Mera Autotech Engineering France, S.A.S. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Tooling Erandio, S.L. Representative YES
(natural person)
of sole director
(legal person)
Mr Francisco José Riberas Mera Beyçelik Gestamp Otomotiv Sanayi A.S. Vice-Chairman NO
Mr Francisco José Riberas Mera Diede Die Development, S.L. Representative YES
(natural person)
of Sole Director
(legal person).
Mr Francisco José Riberas Mera Edscha Automotive Components (Kunshan) Chairperson YES
Co., Ltd.
Mr Francisco José Riberas Mera Edscha Automotive Hauzenberg, GmbH Joint and YES
Several Director
Mr Francisco José Riberas Mera Edscha Automotive Hengersberg, GmbH Joint and YES
Several Director
Mr Francisco José Riberas Mera Edscha Automotive Italia, S.R.L. Chairperson YES
Mr Francisco José Riberas Mera Edscha Automotive Kamenice, S.R.O. Joint and
Several Director
YES
Mr Francisco José Riberas Mera Edscha Automotive Michigan, INC. Sole Director YES
Mr Francisco José Riberas Mera Edscha Automotive SLP, S.A.P.I. DE C.V. Chairperson NO
Mr Francisco José Riberas Mera Edscha Automotive SLP Servicios Laborales,
S.A.P.I. DE C.V.
Chairperson NO
Mr Francisco José Riberas Mera Edscha North America Technologies, LLC Sole Director YES
Mr Francisco José Riberas Mera Edscha Briey, S.A.S. Chairperson YES
Mr Francisco José Riberas Mera Edscha Burgos, S.A. Representative YES
(natural person)
of sole director
(legal person)
Mr Francisco José Riberas Mera Edscha Engineering France, S.A.S. Chairperson YES
Mr Francisco José Riberas Mera Edscha Engineering, GmbH Joint and YES
Several Director
Mr Francisco José Riberas Mera Edscha Hauzenberg Real Estate, GmbH & Co.
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 Mechatronics Solutions, GmbH Joint and
Several Director
YES
Mr Francisco José Riberas Mera Edscha Santander, S.A. Representative
(natural person)
of sole director
(legal person)
YES
Mr Francisco José Riberas Mera Edscha Velky Meder, S.R.O. Joint and
Several Director
YES
Mr Francisco José Riberas Mera Gestamp 2008, S.L. Chairman/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. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Holding Argentina, S.L. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Autocomponents Dongguan, Co. Ltd.Chairperson YES
Mr Francisco José Riberas Mera Gestamp Autocomponents Kunshan, Co. Ltd. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Abrera, S.A. Representative
(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.
Chairperson YES
Mr Francisco José Riberas Mera Gestamp Bizkaia, S.A. Representative
(natural person)
of sole director
YES
(legal person)
Mr Francisco José Riberas Mera Gestamp Cartera de Mexico, S.A. de C.V. Chairman/CEO YES
Mr Francisco José Riberas Mera Gestamp Cerveira, Lda. Board Member YES
Mr Francisco José Riberas Mera Gestamp Chattanooga, LLC Sole director YES
Mr Francisco José Riberas Mera Gestamp Esmar, S.A. Representative
(natural person)
of sole director
(legal person)
YES
Mr Francisco José Riberas Mera Gestamp Estarreja, Lda. Chairperson 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 Wolfsburg GmbH Board Member YES
Mr Francisco José Riberas Mera Gestamp Hardtech, A.B. Board Member YES
Mr Francisco José Riberas Mera Gestamp Holding China, A.B. Board Member NO
Mr Francisco José Riberas Mera Gestamp Holding Rusia, S.L. Chairperson NO
Mr Francisco José Riberas Mera Gestamp Hungária Kft CEO YES
Mr Francisco José Riberas Mera Gestamp Ingeniería Europa Sur, S.L. Representative
(natural person)
of sole director
(legal person)
YES
Mr Francisco José Riberas Mera Gestamp Kartek Corp. Chairperson 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.
Chairperson NO
Mr Francisco José Riberas Mera Gestamp Mexicana de Servicios Laborales II,
S.A. de C.V.
Chairperson NO
Mr Francisco José Riberas Mera Gestamp Navarra, S.A. Representative
(natural person)
of sole director
(legal person)
YES
Mr Francisco José Riberas Mera Gestamp North America, Inc. Chairperson 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. Chairperson 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. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Puebla II, S.A. de C.V. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Puebla S.A. de C.V. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Ronchamp, S.A.S. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Services India Private Limited CEO/Chairperso
n
YES
Mr Francisco José Riberas Mera Gestamp Servicios, S.A. Representative
(natural person)
of sole director
(legal person)
YES
Mr Francisco José Riberas Mera Gestamp Solblank Barcelona, S.A. Representative
(natural person)
of sole director
(legal person)
YES
Mr Francisco José Riberas Mera Gestamp Solblank Navarra, S.L.U. Representative
(natural person)
of sole director
(legal person)
YES
Mr Francisco José Riberas Mera Gestamp South Carolina, LLC Sole Director YES
Mr Francisco José Riberas Mera Gestamp Automotive Chennai Private LimitedChairperson 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 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 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/Chairperso
n
YES
Mr Francisco José Riberas Mera Gestamp Prisma, S.A.S. Sole Director YES
Mr Francisco José Riberas Mera Gestamp Tallent Limited CEO/Chairperso
n
YES
Mr Francisco José Riberas Mera Beyçelik Gestamp Şasi Otomotiv Sanayi A.S. Vice-Chairman NO
Mr Francisco José Riberas Mera Gestamp Wroclaw Sp. Z.O.O. Sole Director YES
Mr Francisco José Riberas Mera Sofedit S.A.S. Chairperson YES
Mr Francisco José Riberas Mera Ingeniería Global Metalbages, S.A.U. Representative
(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. Chairperson NO
Mr Francisco José Riberas Mera Beyçelik Gestamp Teknoloji Sanayi A.S. Board Member NO
Mr Francisco José Riberas Mera Automated Joining Solutions, S.L. Representative
(natural person)
of sole director
(legal person)
YES
Mr Francisco José Riberas Mera Société Civile Inmobilière de Tournan Representative
(natural person)
of sole director
(legal person)
YES
Mr Francisco José Riberas Mera Sideacero, S.L. Natural person
representative of
director
NO
Mr Francisco José Riberas Mera Recuperaciones Medioambientales
Industriales, S.L.
(Reimasa)
Natural person
representative of
director
NO
Mr Francisco José Riberas Mera Gescrap, S.L. Natural person
representative of
director
NO
Mr Francisco José Riberas Mera Gestamp Pune Automotive Private Limited Chairperson NO
Mr Francisco José Riberas Mera Todlem, S.L. Chairperson 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. Chairperson NO
Mr Francisco José Riberas Mera Gestamp 2017, S.L.U. Representative
(natural person)
YES
of sole director
(legal person)
Mr Francisco José Riberas Mera Gestamp Technology Institute, S.L. Representative YES
(natural person)
of sole director
(legal person)
Mr Francisco José Riberas Mera Gestamp Tooling Engineering Deutschland
GmbH
Sole Director YES
Mr Francisco José Riberas Mera Gestamp Umformtechnik GmbH Joint and YES
Several Director
Mr Francisco José Riberas Mera Gestamp Chattanooga II, LLC Sole Director YES
Mr Francisco José Riberas Mera Autotech Engineering R&D USA, Inc. Sole Director YES
Mr Francisco José Riberas Mera Gestamp Auto Components (Wuhan) Co., Ltd. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Auto Components (Chongqing) Co.,
Ltd.
Chairperson YES
Mr Francisco José Riberas Mera Gestamp Auto Components (Shenyang) Co.,
Ltd.
Chairperson YES
Mr Francisco José Riberas Mera Gestamp Nitra, S.R.O. Sole Director YES
Mr Francisco José Riberas Mera Gestamp San Luis Potosí, S.A.P.I. de C.V. Chairman/CEO YES
Mr Francisco José Riberas Mera Gestamp Washtenaw, LLC Sole Director YES
Mr Francisco José Riberas Mera Autotech Engineering (Shanghai) Co., Ltd. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Hot Stamping Japan Co., Ltd. Chairperson YES
Mr Francisco José Riberas Mera Gestamp (China) Holding Co., Ltd. Chairperson YES
Mr Francisco José Riberas Mera Gestamp Autotech Japan K.K. Board Member YES
Mr Francisco José Riberas Mera Gestamp Proyectos Automoción 1, S.L. Representative YES
(natural person)
of sole director
(legal person)
Mr Francisco José Riberas Mera Gestamp Proyectos Automoción 2, S.L. Representative YES
(natural person)
of sole director
(legal person)
Mr Francisco José Riberas Mera Gestamp Proyectos Automoción 3, S.L. Representative YES
(natural person)
of sole director
(legal person)
Mr Francisco José Riberas Mera Gestamp Automotive Vitoria, S.L. Representative YES
(natural person)
of sole director
(legal person)
Mr Francisco José Riberas Mera Smart Industry Consulting and Technologies, Representative YES
S.L. (natural person)
of sole director
(legal person)
Mr Francisco José Riberas Mera Reparaciones Industriales Zaldibar, S.L. Representative YES
(natural person)
of sole director
(legal person)
Mr Francisco López Peña Autotech Engineering Spain, S.L. Secretary NO
Mr Francisco López Peña Autotech Engineering France, S.A.S. Board Member NO
Mr Francisco López Peña Beyçelik Gestamp Otomotiv Sanayi A.S. Board Member NO
Mr Francisco López Peña Edscha Automotive Hauzenberg, GmbH YES
Mr Francisco López Peña Edscha Automotive Hengersberg, GmbH YES
Mr Francisco López Peña Edscha Automotive Italia, S.R.L. Several Director
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.
Chairperson 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
Mr Francisco López Peña Gestamp Puebla S.A. de C.V. Vice-Chairman NO
Mr Francisco López Peña Gestamp Ronchamp, S.A.S Board Member NO
Mr Francisco López Peña Gestamp Automotive Chennai Private LimitedBoard Member NO
Mr Francisco López Peña Gestamp Toluca S.A. de C.V. Vice-Chairman NO
Mr Francisco López Peña Gestamp Vendas Novas Unipessoal, Lda. Board Member NO
Mr Francisco López Peña Gestamp Metal Forming (Wuhan) Ltd. Board Member NO
Mr Francisco López Peña Gestamp Tallent Limited Board Member 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 Gestamp Pune Automotive, Private Limited Board Member NO
Mr Francisco López Peña Todlem, S.L. Board Member NO
Mr Francisco López Peña Mursolar 21, S.L. Board Member NO
Mr Francisco López Peña Gestamp Auto Components (Wuhan) Co., Ltd. Board Member NO
Mr Francisco López Peña Gestamp Auto Components (Chongqing) Co.,
Ltd.
Board Member NO
Mr Francisco López Peña Gestamp San Luis Potosí, S.A.P.I. De C.V. Vice-Chairman NO
Mr Francisco López Peña Gestamp Hot Stamping Japan Co., Ltd. Board Member NO
Mr Francisco López Peña Gestamp (China) Holding Co., Ltd. Board Member NO
Mr Francisco López Peña 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 Francisco López Peña Changchun Xuyang Gestamp
Autocomponents Co. Ltd.
Board Member NO
Mr Juan María Riberas Mera Beyçelik Gestamp Otomotiv Sanayi A.S. 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
Mr Juan María Riberas Mera Sideacero, S.L. Natural person
representative of
director
NO
Mr Juan María Riberas Mera Recuperaciones Medioambientales
Industriales, S.L.
(Reimasa)
Natural person
representative of
director
NO
Mr Juan María Riberas Mera Gescrap, S.L. Natural person
representative of
director
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.
Acek Desarrollo y Gestión
Industrial, S.L.
Board Member
Joint Director
Holding Gonvarri, S.L. Director and
secretary
Gonvarri Group companies Board Member
Acek Energías Renovables,
S.L.
Joint and
several director
(representative)
Acek Energías Renovables
Group companies
Board Member
Inmobiliaria Acek, S.L. Joint and
Several Director
Inmobiliaria Acek Group
companies
Board Member
Gestamp 2020, S.L. Board Member
Other investees of Acek,
Desarrollo y Gestión
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
Sole
Administrator
or Director
Spain-China Council
Foundation
Chairperson
Spanish Association of
Automotive Suppliers Chairperson
(Sernauto)
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, Joint and
S.L. several director
(representative)
Acek Energías Renovables
Group companies
Board Member
Inmobiliaria Acek, S.L. Joint and
Several Director
Inmobiliaria Acek Group
companies
Board Member
Gestamp 2020, S.L. Board Member
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
Q-Living Asset
Management, S.G.E.I.C.,
S.A.
Board Member
TMH – Tmond Holding,
S.A.
Board Member
Ribor Agrícola S.L. Sole director
Other investees of Ion
Ion, S.L.
Board Member
John XXIII Foundation Member of the
Board of
Trustees
Mr Francisco López Peña Gestamp 2020, S.L. Board Member
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 Chairperson
Princess of Asturias
Foundation
Member of the
Board of
Trustees
Ms Concepción Rivero Bermejo Cellnex Telecom, S.A. Director
Pentacom, S.A. Non-executive
Chair
Spanish Association of
Executives
Director
Women Corporate Director
Spain
Co-chair
Mr Alberto Rodríguez-Fraile
Díaz
Asesores y Gestores
Financieros, S.A.
Chairperson
A&G Banca Privada, Member of the
S.A.U. Group companies management
body
Cervezas Gran Vía, S.L. Board Member
Mr Javier Rodríguez Pellitero AEB (Spanish Banking General
Association) Secretary
AEB Foundation Trustee
Engie España, S.L.U. Member of the
Advisory Board
Mr. Pedro Sainz de Baranda Naturgy Energy Group,
S.A.
Board Member
TK Elevator GmbH Board Member
Pedro Duro, S.L. Board Member
Sainberg Investments, S.L. Board Member
Internacional Olivarera,
S.A.
Board Member
Scalpers Fashion, S.L. Board Member
Inversores de Tornón, S.L. Board Member
Princess of Asturias Member of the
Foundation Board of
Trustees
Member of the
Nebrija University Board of
Trustees
Ms Ana García Fau Merlin Properties Socimi,
S.A.
Director
Cellnex Telecom, S.A. Director
JDE Peet's NV Director
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
Vice-Chair
Spain
French Foreign Trade Director
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 receives compensation for the performance of her duties at Merlin Properties Socimi, S.A., Globalvia, S.A., Cellnex Telecom, S.A., JDE Peet's NV and Finerge, S.A.

Ms Loreto Ordóñez Solís earns remuneration for her positions in Compañía Logística de Hidrocarburos CLH, S.A. and Engie España, S.L.U.

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, Fremman, Mutualidad de la Abogacía
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 (non-director) of NetApp, Inc.
Mr Pedro Sainz de Baranda Riva Advisory Board of Banco Sabadell, S.A.

Indicate, as applicable, the other paid activities of directors or directors' representatives, regardless of their nature, other than those mentioned in the previous chart.

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:

YesNo □

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 assetholding companies shall be excluded from the count and companies belonging to the same group are to be considered as one company.

C.1.13 State the amounts of the following items relating to the overall remuneration of the Board of Directors:

Remuneration accrued in the year by the board of directors
(thousands of euros)
2,433
Amount of funds accumulated by current directors through long 0
term savings systems with consolidated economic rights (in
thousands of euros)
Amount of funds accumulated by current directors through long 0
term savings systems with non-consolidated economic rights (in
thousands of euros)
Amount of funds accumulated by former directors through long
term savings systems (in thousands of euros)
Remarks

C.1.14 Identify the members of the company's senior management who are not executive directors and state the total remuneration accrued by them during the financial year:

Individual or company name Position/s:
Mr. Manuel de la Flor Riberas Managing Director of Human
Resources
Mr David Vázquez Pascual General Director of the Legal and Tax
and Corporate Governance
Department
Ms Patricia Riberas López Director of the Office of
Transformation and Organisation
Mr Ignacio Mosquera Vázquez Chief Financial Officer
Mr. Juan Miguel Barrenechea Izarzugaza Marketing Director
Mr Javier Ignacio Imaz Corporate Director of Purchasing and
Capex
Mr. Fernando Macías Mendizabal Director of the Europe Division
Mr. Manuel López Grandela Director of the Mercosur Division
Mr. Kevin Stobbs Director of the Asia Division
Mr César Pontvianne de la Maza General Manager of the Business
Mechanism Unite (Edscha)
Ms Raquel Cáceres Martín The
Internal
Audit
and
Risk
Management Director.
Number of women holding senior management positions
Percentage of total number of senior management members 18.8%

Total senior management remuneration (in thousands of euros) 5,073

Remarks

C.1.15 State whether or not the regulations of the board have been amended during the financial year:

Yes □ No ☒
Description of amendments

C.1.16 State the procedures for the selection, appointment, re-election and removal of directors. Describe the competent bodies, procedures to be followed and the criteria to be used in each procedure.

Selection

The Board of Directors' Selection and Diversity Policy aims to ensure an appropriate and diverse composition of the Board of Directors of the Company.

Prior to any selection process, the Nomination and Compensation Committee will come up with a competency matrix for the Board of Directors (the "Matrix"), which defines the aptitudes and expertise of the candidates, particularly those of the executives and independents. This will assist the Committee in defining the duties that should correspond to each position to be covered, as well as the skills, knowledge and expertise that are most suited to the Board of Directors. The Nomination and Compensation Committee must keep this Matrix up to date, bearing in mind the challenges and opportunities that the Company expects to encounter in the short, medium and long term.

Accordingly, the selection of candidates for Directors shall be based on a prior analysis of the functions and skills required to adequately complement the profile of knowledge, skills, diversity and experience of the Board of Directors, based on the needs defined in the Matrix and the Guideline on Knowledge, Skills, Diversity and Experience of the Board of Directors. The analysis will be undertaken by the Board of Directors, with advice from the Nomination and Compensation Committee.

The result of the prior analysis shall be set out in a supporting report by the Nomination and Compensation Committee, which shall serve as the basis for the preparation of the mandatory supporting report by the Board of Directors. Both explanatory reports shall be published when the General Meeting of Shareholders is convened at which the ratification, appointment or re-election of each Director is submitted.

Depending on the needs to be covered in relation to the Board of Directors detected in the aforementioned analysis, the Nomination and Compensation Committee shall define the minimum profile and capabilities that a candidate must meet in order to be considered in the selection process for appointment or re-election as a member of the Board of Directors.

In the case of appointment of Independent Directors, the Nomination and Compensation Committee shall ensure that, when engaging the services of external advisors, if any, they do not provide the Company with other significant services that could call into question their independence.

Otherwise, any director may suggest names of potential candidates. Nevertheless, when candidates are presented for assessment by the NCC by significant shareholders, proprietary directors or executive directors, the NCC must err on the side of caution and gather as much information as it deems necessary to ensure that the candidate proposed does not have ties that could compromise their independence.

The Nomination and Compensation Committee, in accordance with the prior analysis carried out and the definition of the profile and capabilities of the potential candidates for Directors, shall submit to the Board of Directors a proposal in relation to the appointment or re-election of Independent Directors together with the corresponding report justifying such proposal, and, with respect to the remaining categories of Directors, a report justifying the same.

The Board of Directors shall analyse the proposal and the supporting report submitted by the Nomination and Compensation Committee, for the purpose of appointing by co-option or proposing to the General Meeting, the appointment or re-election of Independent Directors.

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 Nomination and Compensation Committee. In any case, the referred to proposals must precede the report of the Nomination and Compensation Committee and the report of the Board of Directors.

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 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 Nomination and Compensation Committee.

C.1.17 Explain the extent to which the annual assessment of the board has led to significant changes in its internal organisation and the procedures applicable to its activities:

Description of amendments

Pursuant to Article 36 of Company's Regulations of the Board of Directors, the Board shall devote the first of its annual meetings to evaluate its own performance in the previous year and, where appropriate, to adopt an action plan to correct any aspects seen to be of scant functionality. Furthermore, the Board of Directors must assess (i) the 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 Nomination and Compensation Committee; as well as (ii) the functioning of the committees of the Board of Directors, based on the report they submit to it.

In this regard, the Nomination and Compensation Committee, at the request of the Chairperson of the Board of Directors, began the coordination of the annual evaluation of the Board of Directors for 2021 at its meeting of 28 October 2021, the results and action plan of which were addressed by the Board of Directors at its first meeting in 2022. In this regard, the action plan approved by the Board of Directors in relation to the results of the evaluation for financial year 2021 included some recommendations to be carried out in 2022. In this sense, highlights include:

  • Formally establish an approximate deadline for the distribution of the documentation necessary for the preparation of the meetings of the Board of Directors.
  • Extend the annual training plan for Directors, specifically in accounting, financial and ESG (Environmental, Social and Governance) aspects.
  • Continue to increase the participation of the Group's management in

Board and Committee meetings as a way of gaining first-hand knowledge of the execution of the Company's strategy and management talent.

  • Continuing the participation of external advisors in the meetings of the Committees on issues of interest to them.
  • The plan to continue to monitor compliance with the diversity principle included in the Board of Directors' Selection and Diversity Policy and its Knowledge, Skills, Diversity and Experience Guide.

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 2022 began on 07 November 2022 and was coordinated by the Nomination and Compensation Committee, at the request of the Chairman of the Board of Directors, and carried out by the internal services of the Company. 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 Nomination and Compensation Committee.
  • Functioning and composition of the Sustainability Committee.

On 19 December 2022, the results of their evaluation were submitted to the Nomination and Compensation Committee, as well as those regarding the evaluation of the Board of Directors, the Chairperson of the Board of Directors and the Secretary of the Board of Directors. On 14 December 2022, the results of their evaluation were submitted to the Audit Committee and the Sustainability Committee on 19 December 2022. After analysing the results, each of the Committees issued a report on the evaluation. In addition, the Nomination and Compensation Committee prepared an action plan that was presented at the first meeting of the Board of Directors in 2023 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 2023 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 in this exercise.
  • C.1.19 State the circumstances under which the resignation of directors is mandatory.

As established in Article 20 of the Regulations of the Board of Directors, directors must tender their resignation to the Board of Directors and actually resign if the Board considers it necessary at the request of a majority of two thirds of its membership and following a report in that regard from the Nomination and Compensation Committee:

  • 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 Nomination and Compensation 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 or summoned in criminal proceedings.
  • C.1.20 Are qualified majorities, different from the statutory majorities, required to adopt any type of decision?:

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

If so, describe the differences.

Description of 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 □
Description of requirements

Neither the articles of association nor the Regulations of the Board of Directors establishes specific requirements different from those relating to directors being appointed as chairperson of the Board of Directors. However, in accordance with the provisions in the Board of Directors Selection and Diversity Policy, it must ensure the capacity of candidates, standing for the position of chairperson of the Board of Directors, in terms of undertaking the position and, in particular, of undertaking the duties relating to the organisation and functioning of the Board of Directors.

C.1.22 State whether or not the articles of association or the regulations of the board set forth any age limit for directors:

Yes □ No

Age limit
Chairperson
CEO
Board Member
  • 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 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 8
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 2

Remarks During financial year 2022, the lead director, Mr Alberto Rodríguez Fraile, held two general meetings with non-executive directors of the Company as well as several meetings with individual directors.

State the number of meetings held by the different committees of the board of directors during the financial year:

Number of meetings of the Executive or delegated Committee N/A
Number of meetings of the Audit Committee 10
Number of meetings of the Nomination and Compensation
Committee
5
Number of meetings of the Nomination Committee N/A
Number of meetings of the Compensation Committee N/A
Number of meetings of the Sustainability Committee 5

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 100%
Number of meetings attended in person, or by representatives with
specific instructions, by all directors
8
% 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:

YesNo ☐ Identify, where applicable, the person(s) that has(have) certified the individual and consolidated financial statements of the company for preparation by the board:

Name Position
Mr Ignacio Mosquera Vázquez Corporate Finance Director
Remarks

C.1.28 Explain, if any, the mechanisms established by the Board of Directors that the financial statements submitted by the Board of Directors to the General Shareholders' Meeting are prepared pursuant to accounting regulations.

In accordance with the provisions under Articles 15 and 40 of the Company's Regulations of the Board of Directors, the Board of Directors shall seek to definitively prepare the financial statements in such a way that there is no qualification by the auditors. However, when the Board of Directors considers that its criteria must be maintained, the Chairperson of the Audit Committee shall explain to shareholders the opinion as to the content and scope of such qualifications during the General Shareholders' Meeting at which the financial statements are approved and shall provide shareholders with a summary report of said opinion, when the relevant meeting is called.

Furthermore, the duties of the Audit Committee of the Company that are set out in Article 40 of the Regulations of the Board of Directors include the duty of informing the Board of Directors on the financial information that, due to its listed status, the Company must periodically make public, as well as the duty of supervising and evaluating the preparation process, integrity and presentation of regulated financial reporting on the Company, checking that regulatory requirements are met and accounting criteria are correctly applied, thereby increasing the likelihood that there are no qualifications in the annual audit reports.

Furthermore, during the year the Audit Committee has held meetings with the external auditor without the presence of the Management to ensure the auditing process of the individual and consolidated financial statements is undertaken correctly.

C.1.29 Is the secretary of the board a director?

Yes □ No

If the secretary is not a director, complete the following table:

Individual or company name
of the secretary
Representative
Mr David Vázquez Pascual N/A
Remarks

C.1.30 State the specific mechanisms established by the company to preserve the independence of the external auditors and also the mechanisms, if any, to preserve the independence of financial analysts, investment banks and rating agencies, including how the legal provisions have been implemented in practice.

The Company has established diverse mechanisms aimed at preserving the necessary independence of the auditor. Among them is one of the fundamental competencies of the Audit Committee (exclusively comprised by non-executive directors, who were appointed based on their knowledge and experience in accounting, auditing 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. In this respect, during the year under review, the Audit Committee met with the external auditor of the Company and its group to discuss various matters, including the planning of the external audit and the preliminary conclusions of the audit of the annual accounts. At these meetings, the external auditor compiles and lists the services approved to date, and reports on the different threats and the safeguarding measures adopted by the auditor, no significant threats having been identified by the auditor to date.
  • 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 Regulations 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.
  • 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 nonprohibited services other than the auditing of financial statements provided by the external auditor, the ultimate purpose of which is to promote the auditor's independence. In addition, the Audit Committee periodically verifies that the total fees received for non-audit services by the external auditor do not exceed 70% of the average of the fees paid in the last three consecutive financial years for audit services of the Company and its group and parent company. This figure, in financial year 2022, represents approximately 25.58%, following the criterion established in European Regulation 537/2014 on the specific requirements for the statutory audit of public

interest entities.

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

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)
292 1,147 1,439
Amount of non-audit work /
Amount of audit work (in %)
53% 29% 32%
Remarks
The amounts for other non-audit work correspond to the sum of audit
related services (738 thousand euros) plus other non-audit services (747
thousand euros), as detailed in note 33.1 of the notes to the consolidated
annual accounts. This calculation excludes fees for non-audit services, but
required "ope legis" by national or European Union legislation (46 thousand
euros) corresponding to the issuance of non-financial information statement
verification reports and agreed-upon procedures reports on subsidies.

C.1.33 State whether the audit report on the financial statements for the prior financial year has observations or qualifications. If so, state the reasons given to the general meeting by the chairperson of the audit committee to explain the content and scope of such observations or qualifications.

Yes □ No

C.1.34 State the consecutive number of years for which the current audit firm has been auditing the financial statements of the company and/or its group. In addition, state the percentage represented by such number of financial years audited by the current audit firm with respect to the total number of financial years in which the statements have been audited:

Individual Consolidated
Number of continuous financial years 24 21
Individual Consolidated
Number of years audited by the current audit 95.83% 100%
firm / Number of years that the company or its
group has been audited (%)
Remarks
It is hereby stated for the record that the Company is considered a Public
Interest Entity for the purposes of the regulations governing the auditing of
accounts, since the admission to trading of its shares in the 2017 financial
year.

C.1.35 State whether or not there is any procedure for directors to obtain in good time the information required to prepare for meetings of management-level decision-making bodies and, if so, describe it:

YesNo □

Describe the procedure

As set out in Article 36 of the Regulations of the Board of Directors, the

meetings of the Board of Directors shall be convened with at least 5 days' notice before the meeting is to be held. However, normally the sessions of the Board of Directors of the Company are called with a more extensive time margin than that stated in the Regulations of the Board of Directors.

The agenda of the session, the date and place will always be included in the call of each meeting. The relevant documentation required so that the members of the Board can formulate their opinion and, if appropriate, cast their vote regarding the matters submitted for their consideration, is to be made available as soon as possible through the online platform enabled for that purpose.

In this regard, in accordance with the provisions of Articles 19 of the articles of association and 30 and 34 of the Regulations of the Board of Directors, the person responsible for ensuring that the directors receive all the necessary information in sufficient time and in the appropriate format is the chairperson of the Board of Directors, with the collaboration of the secretary.

Furthermore, Article 22 of the Regulations of the Board of Directors establishes the duty of directors to sufficiently find out about and prepare for meetings of the Board and of the delegated bodies to which they belong, seeking sufficient information for it and the collaboration or assistance that they deem appropriate, which is to be paid for by the company.

In addition, Article 27 of the Regulations of the Board of Directors grants Directors the power to study the documentation deemed necessary, contact the heads of the departments affected and visit the corresponding facilities. For that purpose, the request is channelled through the secretary of the Board of Directors. Should it be rejected, delayed or incorrectly handled, it will be sent to the Audit Committee. In the event that said request is unnecessary or hinders the interests of the Company, it shall be definitively rejected.

C.1.36 State, and as applicable detail, whether the company has established any rules requiring directors to inform the company —and, if applicable, resign from their position— in cases affecting them in relation to their performance at the company itself which may impair its credit and reputation:

YesNo □

Explain the rules

Pursuant to the provisions under Article 22 of the Regulations of the Board of Directors, the duties of directors include the duty to notify the Company of any type of judicial, administrative or other claim in which they are involved that, due to its importance, could have a serious impact on the credit and reputation of the Company. In particular, all directors must inform the Company if they are indicted in criminal proceedings and of the relevant milestones in such proceedings. In this case, the Board of Directors, subject to the prior report from the Nomination and Compensation Committee, shall make the decision deemed most appropriate to the Company's interests.

Furthermore, Article 20 of the Regulations of the Board of Directors

establishes the obligation of directors to tender their position to the Board of Directors and formalise the corresponding resignation, at the request of the majority of two thirds of its members and subject to the previous report of the Nomination and Compensation Committee, when they no longer have the respectability, suitability, solvency, competence, availability or commitment to their duties to be a director of the Company. In particular, it is understood that this circumstance occurs when the director is indicted or summoned in criminal proceedings.

C.1.37 Indicate, unless special circumstances have arisen that have been noted in the minutes, if the Board has been informed of or has somehow found out about a situation that affects a director, whether relating or not to his/her actions within the company, that many hinder its standing and reputation:

Yes □ No

Name of director Nature of the
situation
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 Nomination Committee.

Yes □ No □

Decision made / action taken Duly substantiated
explanation

C.1.38 Describe any significant agreements entered into by the company that take effect, are amended, or terminate in the event of a change in control of the company as a result of a takeover bid, and the effects thereof.

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 2
Type of beneficiary Description of agreement
Mr Francisco José Riberas Mera Severance pay: the contract signed between the
Company and the executive Director Mr Francisco
Riberas Mera provides for a gross severance pay in
the event of termination (not arising from serious
breach by the Director) equivalent to two annual
payments of the fixed and variable remuneration in
force at the time of termination, when this occurs
by unilateral decision of the Company. At 31
December 2022, he would be entitled to a severance
payment of 2,142,000 euros.
Post-contractual
non-competition
clause:
In
addition, the contract also includes a post
contractual non-competition clause by virtue of
which Mr Francisco Riberas Mera assumes a non
competition obligation for a period of one year from
the date of termination of the contract. The
compensation established for this non-competition
commitment amounts to 1,000,000 euros, to be
paid in twelve monthly instalments of the same
amount.
The
contract
also
expressly
establishes
that
termination
payments
(including
termination
benefits and payments under the post-contractual
non-competition clause) may in no case exceed an
amount equivalent to two years' total annual
remuneration (including fixed remuneration and
variable
annual
remuneration
in
force).
Consequently, in the event that the payments for
the aforementioned items exceed this limit, the
compensation for termination of the contract
would be reduced by the necessary amount.
Mr Francisco López Peña Severance payment: the contract signed between
the Company and the executive director Mr
Francisco López Peña provides for a severance
payment equivalent to the fixed remuneration in
force at the time of removal or resignation, which
the director would have received had he continued
in that position from the date of removal until the
date of termination of his contract, up to a limit of
two years' fixed remuneration, when the removal is
due to a unilateral decision by the Company or
when the resignation of the executive director is the
result of a change of control of the Company.
Consequently, the severance amount would be
subject to the time at which the director's
termination or resignation occurs, and this fact
could determine an amount of 0 euros, if the
termination or resignation occurs on the day of the
termination date of his contract, i.e. 31 December
2023, or it could have been up to one year of his
fixed remuneration, i.e. 300,000 euros, in the event
that his termination had occurred on 31 December
2022.
Post-contractual
non-competition
clause:
in
addition, the contract also contains a post
contractual non-competition clause for a period of
one year from the date of termination of the
contract, compensation for which is included in the
remuneration defined in the contract.
The total amount of compensation, if any, payable
to the executive director under his commercial
contract
may
not
exceed
two
years'
fixed
remuneration.

State whether or not, beyond the cases set out in the regulations, such agreements have to be reported and/or approved by the decision-making bodies of the company or its group. If so, specify the procedures, cases set out and the nature of the decision-making bodies responsible for approving or reporting them:

Board of directors General
Shareholders'
Meeting
Decision-making body
approving the provisions
Yes No
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

Name Position Category
Ms Ana García Fau Chairperson Independent
Mr Juan María Riberas
Mera
Member Proprietary
Mr Javier Rodríguez
Pellitero
Member Independent

AUDIT COMMITTEE

% 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 2022, 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 2022 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 2021 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 2022;
  • the review and favourable report on the proposed distribution of profits for financial year 2021, as well as the liquidity statement of the dividend charged to 2022 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 2021, as well as the proposal to re-elect it for auditing the 2022 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 2023 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 2022;
  • risk management oversight and approval of the 2023 Corporate Risks Map;
  • the favourable report on the transactions carried out by the Gestamp Group with its related parties, as well as the review of the communications of "other relevant information" issued by the Company in this respect in accordance with the provisions of the Spanish Companies Act;
  • 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 2021 Annual Corporate Governance Report;
  • review of the status of the most important legal disputes and claims involving Gestamp Group companies;
  • the issuance of a favourable report on the proposal to amend the Articles of Association in order to, among other matters, adapt them to the amendments introduced by Law 5/2021, of 12 April, which amends the revised text of the Spanish Companies Act, as well as Recommendation 61 of the Good Governance Code of Listed Companies; and
  • the proposal for approval by the Board of Directors of the Gestamp Group's Third Party Due Diligence Policy.

Identify any directors who are members of the audit committee and who have been appointed taking into account their knowledge and experience in the areas of accounting, auditing, or both, and report the date of appointment of the Chairperson of this committee.

Name of directors with experience Ms Ana García Fau
Mr Javier Rodríguez Pellitero
Mr Juan María Riberas Mera
Date of appointment of the
current chairperson
24/03/2021
Remarks
Name Position Category
Mr. Alberto Rodríguez Chairperson Independent
Fraile Díaz
Mr Gonzalo Urquijo Member Other external
Fernández de Araoz directors
Mr. Pedro Sainz de Member Independent
Baranda
% proprietary directors 0%
% independent directors 66.67%
% other external 33.33%
Remarks

NOMINATION AND COMPENSATION COMMITTEE

Explain the functions, including, where appropriate, any extra ones provided for by law, attributed to this committee, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other corporate resolutions, have effectively been performed.

The procedures and rules for the organisation and functioning of the Nomination and Compensation Committee are set out in Article 21 of the Articles of Association and Article 39 of the Regulations of the Board of Directors. In addition, the functions of the Nomination and Compensation Committee are governed by Article 20 of the articles of association and Article 41 of the Regulations of the Board of Directors. For further information, see note included in Section H.

In relation to the activities carried out by the Nomination and Compensation Committee and how each of its functions has effectively been performed in financial year 2022, it will draw up an activity report which, as established in Article 39 of the Regulations of the Board of Directors, shall be submitted for approval to the Board of Directors and published on the website whenever the General Shareholders' Meeting is held. The activities carried out by the Nomination and Compensation Committee during 2022 include, among others:

  • approval of the Board of Directors' competence matrix;
  • verification of the degree of achievement of the 2021 objectives in relation to the variable component of the remuneration of executive directors and senior management, 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 senior management for

financial year 2022;

  • evaluation of compliance with the Company's Remuneration Policy and with the Selection Policy of the Board of Directors during the financial year 2022;
  • the proposed determination of the individual remuneration of the Directors in their capacity as such for the financial year 2023;
  • preparation of an action plan arising from the 2021 Board of Directors' evaluation, as well as its follow-up during 2022 after the mandatory approval of the Board of Directors;
  • coordinating the evaluation of the Board of Directors for financial year 2022, 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;
  • monitoring of director attendance at Board and Committee meetings;
  • updating the Gestamp Group's Talent Management Project;
  • the issuance of the mandatory reports on the dismissal and appointment of Senior Executives, as well as on the basic conditions of their contracts;
  • proposing amendments to the Selection and Diversity Policy of the Board of Directors, for approval by the Board of Directors; and
  • the review and favourable report on the 2021 Annual Report on Directors' Remuneration approved in a consultative manner by the Annual General Meeting on 10 May 2022, and the review of the content of the 2021 Annual Corporate Governance Report in all sections within its remit.

NOMINATION 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.

COMPENSATION 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 Chairperson Independent
Ms Concepción Rivero
Bermejo
Member Independent
Ms Loreto Ordóñez Solís Member Independent
Ms Chisato Eiki Member Proprietary
% executive directors 0
% proprietary directors 25%
% independent directors 75%
% other external 0

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 carried out by the Sustainability Committee during 2022 include, among others:

  • review of the Annual Report for the financial year 2021, including a statement of non-financial information and other ESG-related items.
  • overseeing the process of preparing and proposing for approval by the Board of Directors the Gestamp Group's ESG Strategic Plan 2022-2025;
  • proposing for approval by the Board of Directors the Corporate Governance Policy, the Social Action Policy, as well as amendments to the Gestamp Group's Human Rights Policy; and
  • the supervision of the different practices and initiatives of the Company in environmental, social and governance matters.
Number of female
directors
Year t Year t-1 Year t-2 Year t-3
Number
%
Number
%
Number
%
Number
%
Executive
Committee
0 0 0 0
Audit
Committee
1
(33.33%)
1
(33.33%)
1
(33.33%)
1
(33.33%)
Nomination and
Compensation
Committee
0
(0%)
0
(0%)
0
(0%)
0
(0%)
Sustainability
Committee
3
(75%)
3
(75%)
- -
Nomination
Committee
0 0 0 0
Compensat
ion
0 0 0 0

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

Committee
Committee 0 0 0 0
Remarks

C.2.3 State, where applicable, the existence of regulations of the board committees, where such regulations can be consulted, and any amendments made during the financial year. Also state if any annual report of the activities performed by each committee has been voluntarily prepared.

The Regulations of the Board of Directors thoroughly regulate the rules of composition and functioning, as well as the responsibilities of both the Audit Committee, the Nomination and Compensation Committee and the Sustainability Committee.

In favour of greater simplicity, avoiding duplications and aiming to facilitate comprehension and application, a comprehensive regulation integrated into the Regulations of the Board of Directors has been chosen as opposed to a specific regulation for each Committee.

The revised text of the Regulations of the Board of Directors is published on the Company's website (www.gestamp.com) in the sections "Shareholders and Investors", "Corporate Governance", "Board of Directors" and "Regulations of the Board of Directors", as well as in CNMV's website.

The Audit Committee and the Nomination and Compensation Committee submit on an annual basis to the approval of the Board of Directors an activity report to be subsequently made available to shareholders at the Ordinary General Shareholders' Meeting, in accordance with the provisions contained in Article 39 of the Regulations of the Board of Directors. In this sense, the Sustainability Committee prepares and submits such report voluntarily for the approval of the Board of Directors, even though Recommendation 6 of the Good Governance Code of listed companies does not require so and neither does Article 39 of the Regulations of the Board of Directors.

RELATED-PARTY TRANSACTIONS AND INTRAGROUP TRANSACTIONS D

D.1 Explain, where applicable, the procedure and competent bodies for approving relatedparty and intragroup transactions, indicating the entity's criteria and internal general rules governing the obligations of abstention of the affected directors or shareholders and detailing the internal reporting and periodic monitoring procedures set by the company in relation to related transactions whose approval has been delegated by the Board of Directors.

Article 8 of the Regulations of the Board of Directors attributes to the Company's Board of Directors, among other functions, the approval of transactions performed by the Company or Group companies with major shareholders or shareholders represented in the Board of Directors of the Company or of other Group companies, or with persons related to it, after a favourable report from the Audit Committee, and with the abstention of the affected directors, except for exempt cases set out in the legislation in force.

In this sense, the Board of Directors, after a favourable report from the Audit Committee, will be in charge of approving the related transactions whose amounts or values are not equal to or higher than 10% of total asset items according to the last annual consolidated balance sheet approved by the Company. In addition, the Company's General Shareholders' Meeting will be in charge of approving, after a report from the Audit Committee, the related transactions whose amounts or values are not equal to or higher than 10% of total asset items according to the last annual consolidated balance sheet approved by the Company, pursuant to Article 529(22) of Companies Act.

Moreover, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries. This agreement incorporates the general framework that governs the relations between the Company and its subsidiaries, and group of companies under the parent company Acek Desarrollo y Gestión Industrial, S.L. The protocol sets forth the principles that must be observed by all related-party transactions.

D.2 Detail on a specific basis the transactions that are significant in terms of amount or subject matter, as performed between the company or its subsidiaries and the shareholders owning 10% or more of voting rights or represented at the company's board of directors, indicating the competent body for approval thereof and whether any affected shareholder or director has abstained. If the competent body is the shareholders' meeting, indicate whether the proposed resolution was approved by the board without the unfavourable vote of the majority of independent directors:

Individual or
company
name of
shareholder of
any of its
subsidiaries
% Holding Individual or
company
name of the
company or
subsidiary
Nature of
the
relations
hip
Type of
transaction
and other
informatio
n required
for
assessment
purposes
Amount
(thousa
nds of
euros)
Approving
body
Identification
of the
abstaining
significant
shareholder
or director
The proposal
made to the
shareholders'
meeting, as
applicable, was
approved by
the board
without the
favourable
vote of the
majority of
independent
directors
Acek
Desarrollo y
Gestión
Industrial, S.L.
73.76 Sociedades del
Grupo
Gestamp
Automoción,
S.A.
Contractual Services
received
7,446 Board of
Directors
Mr.
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
N/A
Acek
Desarrollo y
Gestión
Industrial, S.L.
73.76 Sociedades del
Grupo
Gestamp
Automoción,
S.A.
Contractual Unpaid
interest due
867 Board of
Directors
Mr.
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
N/A
Grupo Holding
Gonvarri, S.L.
73.76 Sociedades del
Grupo
Gestamp
Automoción,
S.A.
Contractual Purchase of
goods, whether
finished or not
2,102,270 General Shareholde
rs' Meeting
Mr.
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
YES
Grupo Holding
Gonvarri, S.L.
73.76 Sociedades del
Grupo
Gestamp
Automoción,
S.A.
Contractual Sale of goods,
whether
finished or not
256,811 Board of
Directors
Mr.
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
N/A
Grupo Holding
Gonvarri, S.L.
73.76 Sociedades del
Grupo
Gestamp
Automoción,
S.A.
Contractual Services
received
3,592 Board of
Directors
Mr.
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
N/A
Grupo Holding
Gonvarri, S.L.
73.76 Sociedades del
Grupo
Gestamp
Contractual Service
provision
6,946 Board of
Directors
Mr.
Francisco
José Riberas
N/A
Automoción,
S.A.
Mera and Mr.
Juan María
Riberas Mera
Grupo Holding
Gonvarri, S.L.
73.76 Sociedades del
Grupo
Gestamp
Automoción,
S.A.
Contractual Unpaid
interest due
15,865 Board of
Directors
Mr.
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
N/A
Inmobiliaria
Acek, S.L.
73.76 Sociedades del
Grupo
Gestamp
Automoción,
S.A.
Contractual Services
received
1,192 Board of
Directors
Mr.
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
N/A
Risteel
Corporation,
BV
73.76 Sociedades del
Grupo
Gestamp
Automoción,
S.A.
Contractual Service
provision
12 Board of
Directors
Mr.
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
N/A
Grupo
Sideacero, S.L.
73.76 Sociedades del
Grupo
Gestamp
Automoción,
S.A.
Contractual Sale of goods,
whether
finished or not
327,618 Board of
Directors
Mr.
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
N/A

Remarks

For clarification purposes, it is hereby stated that, as announced through a communication of inside information dated December 1, 2022 (registration number 1681), the Group acquired a 33.33% stake in the share capital of Sideacero, S.L. In the case of the Sideacero subgroup, it is considered that as of December 1, 2022, the Group has control given that the remaining stake (66.67%) is divided equally between ACEK, Desarrollo y Gestión Industrial, S.L. and another minority partner from outside the Group. In this sense, the Group exercises power in relevant activities through its direct stake (33.33%) and the absence of conflicting interests in the stake held by its majority shareholder, ACEK Desarrollo y Gestión Industrial S.L. On the other hand, said percentage of direct stake is significant enough to be exposed to variable returns for involvement in the business.

D.3 Detail on a specific basis the transactions that are significant in terms of amount or subject matter, as performed by the company or its subsidiaries with the company's directors or executives, including those transactions performed with entities controlled or jointly controlled by the director or executive, indicating the competent body for approval thereof and whether any affected shareholder or director has abstained. If the competent body is the shareholders' meeting, indicate whether the proposed resolution was approved by the board without the unfavourable vote of the majority of independent directors:

Individual or Individual or Relation Nature of Amount Approving Identification The proposal
company name company name transaction (thousands of body of the made to the
of the directors of the company and other euros) abstaining shareholders'
or or subsidiary information shareholder or meeting, as
executives or its required for director applicable, was
controlled or
jointly
assessment approved by
controlled
entities
purposes the board
without the
favourable vote
of the majority
of independent
directors
Mr Francisco N/A Loan Financing 3000 Board of Mr Francisco N/A
López Peña agreements: Directors López Peña
Loans.

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 Brief description of the Amount (thousands
the group transaction and other of euros)
information required
for assessment purposes
Grupo Sideacero, S.L. Sideacero,
S.L.
and
its
18,442
subsidiaries
(Sideacero
Group)
imports,
exports,
buys,
sells
and
acts
as
broker, on its own behalf or
on behalf of third parties,
ferrous
and
non-ferrous
products,
iron
and
steel
materials,
recovered
materials and recoverable
waste.
The business relations of the
Group with the Sideacero
Group
consist
of
the
provision of scrap metal
management
services
the
subsidiaries
of
Sideacero
Group
to
by
the
the
Group's companies.

Remarks

For clarification purposes, it is hereby stated that, as announced through a communication of inside information dated December 1, 2022 (registration number 1681), the Group acquired a 33.33% stake in the share capital of Sideacero, S.L. In the case of the Sideacero subgroup, it is considered that as of December 1, 2022, the Group has control given that the remaining stake (66.67%) is divided equally between ACEK, Desarrollo y Gestión Industrial, S.L. and another minority partner from outside the Group. In this sense, the Group exercises power in relevant activities through its direct stake (33.33%) and the absence of conflicting interests in the stake held by its majority shareholder, ACEK Desarrollo y Gestión Industrial S.L. On the other hand, said percentage of direct stake is significant enough to be exposed to variable returns for involvement in the business.

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

D.6 Describe the mechanisms used to detect, determine and resolve potential conflicts of interest between the company and/or its group, and its directors, executives, or significant shareholders or other related parties.

Article 22 of the Regulations of the Board of Directors establishes the duty of directors to inform the Company of any direct or indirect situation of conflict that they or persons linked to them may have as regards the interests of the Company. In this sense, apart from the communication that the directors may send to the Company, as applicable, in the event of a conflict of interest, the directors are required to make a statement indicating the existence of any conflict with the Company's interests upon preparation of the financial statements and the semi-annual financial information by the Board of Directors.

On the other hand, articles 21, 24, 25 and 26 of the Regulations of the Board of Directors regulate the duties of Directors, including the duty to abstain, the duty not to compete, duties relating to the use of non-public information, corporate assets and taking advantage of business opportunities. Furthermore, those articles govern the Company's system of exemption, which shall be agreed at the General Shareholders' Meeting or by the Board of Directors, as appropriate, under the provisions set out in the Companies Act, the articles of association or in the Regulations of the Board of Directors of the Company.

Senior executives, as set forth in Article 11 of the Internal Code of Conduct for the Securities Markets, shall act at all times with loyalty towards the Company, refraining from participating in or influencing decision making as to the matters in which they are affected by a conflict of interests, and they shall not have access to the confidential information affecting such conflict.

Finally, with respect to the significant shareholder and as mentioned in section D.1., on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación Financiera, S.L. and the Company signed the Protocol for Regulating Transactions with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries, which sets forth the principles that should govern all related-party transactions.

D.7 Indicate if the company is controlled by another entity in the sense of Article 42 of the Code of Commerce, whether listed or not, and has, directly or through subsidiaries, business relations with said entity or any of its subsidiaries (different from those of the listed company) or undertakes activities related to any of them.

YesNo □

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:

YesNo □

Report on the respective areas of activity and the possible business relations between, on the one hand, the listed company or its subsidiaries, and, on the other, the parent company or its subsidiaries, and state where these aspects have been publicly disclosed

As indicated in section D.2 of the report, during financial year 2022, the Acek Group has had the following business relations with the Gestamp Group:

  • (a) Relations with Acek, holding company of the Acek Group, and subsidiaries of the Acek Group relating to:
    • Supplies and centralised services provided by Acek to the Group: consolidated accounting services, centralised negotiating and formalisation of insurance, centralised negotiating and formalisation of IT licences.
    • 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.

On the other hand, as indicated in section D.4., Sideacero Group, a group controlled by the Company, has maintained business relations with the Gestamp Group.

Grupo Sideacero 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 sale of scrap to Sideacero Group. For clarification purposes, it is hereby stated that, as announced through a communication of inside information dated December 1, 2022 (registration number 1681), the Group acquired a 33.33% stake in the share capital of Sideacero, S.L. In the case of the Sideacero subgroup, it is considered that as of December 1, 2022, the Group has control given that the remaining stake (66.67%) is divided equally between ACEK, Desarrollo y Gestión Industrial, S.L. and another minority partner from outside the Group. In this sense, the Group exercises power in relevant activities through its direct stake (33.33%) and the absence of conflicting interests in the stake held by its majority shareholder, ACEK Desarrollo y Gestión Industrial S.L. On the other hand, said percentage of direct stake is significant enough to be exposed to variable returns for involvement in the business.

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.

In this regard, the protocol:

(i) Defines the areas of activity of the Gestamp group and establishes an activity reserve with respect to them.

(ii) Defines the normal business relationships between the Gestamp Group with the Acek Group (the parent group of which is Acek Desarrollo y Gestión Industrial, S.L. and to which the Gestamp Group belongs) and with the Gonvarri Group (the parent group of which is Gonvarri Corporación Financiera, S.L. and which, in turn, belongs to the Acek Group) that constitute related-party relationships. These relationships include (a) the purchase and sale of steel plate by the Gestamp Group to the Gonvarri Group and the provision by the Gonvarri Group to the Gestamp Group of cutting and coating services, (b) the provision by the Acek Group to the Gestamp Group of corporate services and supplies and centralised services, (c) the provision by the Gestamp Group to the Acek Group of corporate services.

(iii) Establishes the principles with which all related party transactions must comply, which include: (a) adequate documentation of the terms and conditions, (b) performance on market terms, (c) performance of the operations using the diligence required of an expert in the sector to which each of the parties belongs and with the quality standards of the market, and (d) with respect to the terms of the protocol and the contract that regulates the relationship.

(iv) With respect to the mechanisms for resolving conflicts of interest, reference is made to the mechanisms provided for in the Regulations of the Board of Directors (previously described in this section) and to the Spanish Companies Act and other applicable regulations.

On the other hand, in line with what is referred to in section D.6 of this report, article 22 of the Regulations of the Board of Directors establishes the duty of the Director to notify the Company of any situation of direct or indirect conflict that persons related to him/her (including Gestamp's parent company, Acek, and the companies of its group) may have with the interests of the Company (i.e. with Gestamp and the companies of its group).

In this respect, in addition to the communication, if any, sent by the Directors to the Company when a conflict of interest situation arises between related parties, the Directors must complete a declaration in which they must indicate the existence of any situation of conflict with the interests of the Company and the companies of its group when the annual accounts and half-yearly financial information are drawn up by the Board of Directors.

On the other hand, articles 21, 24, 25 and 26 of the Regulations of the Board of Directors regulate the duties of the Directors with regard to their duty to abstain, their duty not to compete, the use of non-public information and corporate assets and the taking advantage of business opportunities, all these precepts also being applicable to the related parties of the Directors, in this case, once again and among others, the parent company of Gestamp, Acek and the companies of its group. Furthermore, those articles govern the Company's system of exemption, which shall be agreed at the General Shareholders' Meeting or by the Board of Directors, as appropriate, under the provisions set out in the Companies Act, the articles of association or in the Regulations of the Board of Directors of the Company.

RISK CONTROL AND MANAGEMENT SYSTEMS E

E.1 Explain the scope of the company's financial and non-financial risks management system, including the system for managing tax risks.

The Group operates in multiple countries, markets and regulatory, political and socioeconomic environments and is therefore exposed to different types of risks (strategic, operating, financial, compliance and 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 nonfinancial 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).

The CRMS, approved in 2021 by the Group, after having finalised its development and implementation, is based on the COSO ERM -Enterprise Risk Managementmodel and on the good practices mentioned in the Good Governance Code of Listed Companies and in the Technical Guide 3/2017 on Audit Committees of Public Interest Entities. The COSO ERM model is based on a systematic and detailed approach to identify events, assess, prioritise and respond to risks related to the achievement of the strategy and its business objectives.

In order to facilitate and promote effective, comprehensive, systematic and uniform management, the Group established the Comprehensive Risk Management System Policy (hereinafter "CRMS Policy"), the implementation of which extends to all companies belonging to the Group. Its scope covers all activities, processes, projects and business lines, as well as all geographical areas in which it operates.

The 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 criteria for establishing the level of risk that is considered acceptable.

The Group also has a CRMS Corporate Procedure approved by the Operational Risk Committee (hereinafter, "ORC") on 19 November 2018. This procedure sets the basic guidelines for the identification, assessment, management, response, follow-up and communication of different risks from each organisational area, thus allowing to manage reasonably the risks to which the Group is exposed.

The Group has a Corporate Risk Map, which is set as a key element of the CRMS providing an overall picture of the relevant risks of the Group itself, based on uniform criteria, thus facilitating early identification of any events that could generate them and enabling anticipatory action aimed at preventing or, in the event of occurrence, minimising them. The Corporate Risk Map is updated at least once a year considering the organisation's external and internal context, so that it may respond to the Group's current situation and continue to be a management tool enabling effective and informed decision making.

The last update took place in 14 December 2022 and was submitted to the Audit Committee for supervision and evaluation. The Corporate Risk Map 2023 was submitted to the Board of Directors for approval at its meeting of 19 December 2022.

Risk management at Gestamp is not just a function or department, but is related to the culture, capabilities and mechanisms for management and value creation integrated in the Group's vision and in all of the organisation's processes and activities. Thus, it should be noted that, in addition to corporate risk management, each of the Group's areas carries out more fragmented risk management through its corresponding managers and forms part of the decision-making process at all levels. The work carried out by these managers is included in the Corporate Risk Map through the involvement of the members of the ORC, which is made up of top-level executives, representatives of the Group's Divisions, Business Units and Corporate Departments.

The commitment of all the parties involved in risk management ensures that it remains applicable and updated, guaranteeing an efficient and adequate use of control mechanisms in order to mitigate the impact of identified risk events should they occur.

E.2 Identify the decision-making bodies of the company responsible for preparing and implementing the financial and non-financial risk management system, including the system for managing tax risks.

The CRMS is a process led by the Company's Board of Directors and Senior Management and is the responsibility of each and every member within the Group. It is designed to provide reasonable assurance when achieving the Group's strategic goals, defending the interests and reputation of the Group, as well as the interests of shareholders, clients and other stakeholders and guaranteeing the business stability and financial strength in a sustainable manner over time.

Although the CRMS is a process that affects and involves all of the Group's personnel, in accordance with the CRMS Policy approved by the Board of Directors, those entrusted with ensuring its smooth running and its functions are the following:

The Board of Directors.

It is responsible for approving the CRMS Policy, as well as establishing the acceptable level of risk, and regularly monitoring internal information and control systems to ensure that they are consistent with the Group's strategy.

Audit Committee.

It is responsible for periodically supervising, assessing and reviewing the efficacy of internal control and financial and non-financial risk management systems, so that the main risks are adequately identified, managed and reported, receiving support in this supervision task from the Internal Audit and Risk Management Department. In supervising non-financial risks, the Audit Committee also has the support of the Sustainability Committee.

In particular, the Audit Committee fosters a culture in which risk is a factor that is taken into account in all decisions and at all levels within the organisation, supervises the operation of the Risk Committees and the Internal Audit and Risk Management Department, evaluates whether the Group has the proper policies and processes to identify and control its main risks, and makes an annual reassessment of the most significant risks included in the risk map, which will include the identification and understanding of emerging risks and the evaluation of the risk level set.

The Risk Committees.

In addition to other committees set up at the level of the different organisational units to monitor specific risks (such as, among others, those associated with project management, information systems and regulatory compliance, including tax compliance), at corporate level there is the ORC and, at a higher level, the Executive Risk Committee (ERC), made up of top-level executives, representatives of the Group's Divisions, Business Units and Corporate Departments. It is responsible for supporting the Board of Directors, the Audit Committee and the Sustainability Committee in their functions in relation with the control and management of risk. They are responsible for (i) ensuring the proper operation of the CRMS, (ii) identifying, quantifying and managing the most significant risks that have an impact on their respective areas and the Group, (iii) approving the plans and actions required to respond to identified risks, ensuring that they are aligned with the acceptable risk appetite, (v) reviewing the Risk Map, and (vi) defining the risk management strategy as instructed by the Audit Committee.

Specific Risk Officers.

Their key responsibilities involve identifying and monitoring risks under their responsibility area, monitoring the effectiveness of controls, overseeing action plans and collaborating on risks identification, assessment and update.

The Internal Audit and Risk Management Department.

In accordance with the rules governing the department, approved by the Audit Committee, 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;
  • verify 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 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:

  • Operational Risks. Those related with potential losses or a reduction in activity due to inadequacies or failures in operations, systems, resources or processes:
    • o Ability to adapt to drops in production volumes and vehicle sales forecasts: production flexibility and absorption of associated costs.
    • o Volatility and stress regarding the supply of raw materials and energy.
    • o Deviations in the profitability of projects, both in the launch and in the subsequent production phase.
    • o Incidents related to the quality of our products, with potential cost, liability and reputational repercussions.
    • o Inability to pass on to the customer the increased production costs associated with volatility in the supply chain.
    • 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 Security of computer applications and systems and cyber-attacks.
  • 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 Dependence of turnover on macroeconomic factors or market trends such as the level of economic activity, level of consumer credit, etc.
  • o Environmental, social and governance risks;

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 Difficulty in developing talent in line with future needs in an environment of technological change and global growth.
  • o Group progress towards data-driven management through the 4.0 industry and the digitalisation of business processes.
  • Reporting and Information 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.

To update the Corporate Risk Map in 2022, the members of the ORC and ERC became involved. The main objectives of this updating process were to identify possible emerging risks and to assess all of the risks in terms of impact, probability of occurrence and effectiveness of the controls established, in accordance, with the assessment scales approved on an annual basis in order to adapt to the strategy and changes in our business environment and which will continue to be reviewed at least once a year for the same purpose. These assessment scales cover the different aspects of risk impact (financial, operational, regulatory framework and reputation) and entail suitable levels that allow for a standardised risk assessment. These scales reflect the Group's limited level of risk tolerance.

E.5 State what financial and non-financial risks, including tax risks, have materialised during the financial year.

In relation to purchases, since 2021, there has been volatility and tensions in the supply chain of raw materials and energy. 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 purchase prices with steel companies, once the agreements between these companies and the main car manufacturers are known, so that the agreements reached by Gestamp are at least equal to those reached between them.

E.6 Explain the response and oversight plans for the entity's main risks, including tax risks, as well as the procedures followed by the company to ensure that the board of directors responds to any new challenges that arise.

The Group has defined an CRMS that entails organisation, procedures and resources, making it possible to identify, measure, assess, prioritise, and respond to risks to which the Group is exposed. In this regard, two risk mitigation and response levels can be determined: global elements or activities that are part of the corporate risk management policy and other individual ones for each specific risk.

In general, the CRMS, along with the risk control and management policies and systems that develop it, allow for quick and effective action to be taken on risks and for the establishment, where necessary, of suitable action plans.

The overall management actions and elements include the Group's Code of Conduct, the work done by the Ethics Committee (which reports to the Board of Directors, ensuring compliance with the Code of Conduct), the Whistleblowing Hotline, and other mechanisms roughly outlined in the CRMS Policy.

In terms of individual risk, the Group has response, management and oversight plans in place that match the characteristics of each specific risk. These plans are implemented at operational level and are constantly running on a daily basis. They are integrated into the systems and processes, thus ensuring that the operational activities performed are consistent with the Group's targets and objectives.

In this sense, the Group currently has various organisational units or departments that analyse, continuously monitor and provide a response in various areas specialised in risk management, including: Internal Audit, Human Resources, Regulatory Compliance, Insurance, Sustainability, Quality, Operations Control, Corporate Security, Information Systems, Occupational Hazards Prevention, Project Management, Communication, Commercial, Financial Management, and Development of Advanced Equipment. These units and departments form part of the Group's CRMS and are represented on the Risk Committees.

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO THE PROCESS OF ISSUING FINANCIAL REPORTS (ICFRS) F

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 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 Departments 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 Nomination and Compensation Committee. In addition, the different organisational units have the autonomy to develop and propose changes in their respective organisational structures using the criteria established by the abovementioned bodies. Any proposal for organisational change is communicated to the Group's Human Resources and Organisation Departments for validation and is registered in the Corporate Human Resources System, in its organisational management module. All Group employees can access their organisational structure, i.e. their position within the organisation and their team, through the Gestamp OneTeam tool.

For each role defined, the Human Resources and Organisation Departments have descriptions of high-level roles called "jobs" which include the managers involved in the process of drawing up the financial reports. In addition, for Group companies that are production centres where there are quality certifications, the specific jobs are described in accordance with the tasks carried out by the different people in the team at each plant. The ICFRS documentation includes a risk and control matrix where, individually for each control, both the responsible organisational structures and the owners of each of the controls have been identified in relation to the financial reporting process. All this information is updated in a Corporate Governance tool called Gescompliance, developed internally in 2019 (i) to support and speed up update, design assessment and control efficacy activities, and (ii) for each ICFRS control owner or controller to be aware of its periodic tasks and functions regarding ICFRS.

Code of conduct, body that approves it, degree of dissemination and instruction, principles and values included (indicating whether the recording of transactions and the preparation of financial information are specifically mentioned), body in charge of reviewing breaches and of proposing corrective actions and penalties.

Since 2011, the Group has had a Code of Conduct which sets out the standards of ethical conduct that the Group requires from all of its employees, which is available on the Company's website.

In 2018 the Board of Directors approved the last update of the Code of Conduct to date.

In 2018, replicating the action for the initial launch in 2011, the Group implemented a dissemination plan in relation to the new Code of Conduct among employees in all jurisdictions, who were also asked to confirm receipt and read it. In addition, as part of the plan to welcome new Group employees, a copy of the Code of Conduct is provided and their adhesion is requested.

Regarding training, all Group employees and members of the Board of Directors must have carried out, at least once, the introduction course on the Code of Conduct, which may be taken in one of the following ways:

  • 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 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, since 2014 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. In 2022, in order to achieve a higher level of awareness of the Code of Conduct internally, an initiative has been launched in 100% of the Group's perimeter consisting of a reminder of the content of the Code of Conduct and a survey with the same questions asked in previous years by the external company. The results of the initiative will be obtained at the beginning of 2023. Based on the results, an action plan will be drawn up for implementation in the coming year.

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, respecting the rights of those reporting or being reported.

The Group has a complaints channel for the receipt of notifications and/or complaints regarding irregular conduct or activities arising from any breach of the principles and ethical rules of the Code of Conduct of a financial and accounting nature and any other irregular activities that may occur within the Group. This channel has the following channels of communication in which the confidentiality of the process and the rights of the persons reporting in good faith and of the persons reported are guaranteed.

  • 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. All complaints are assessed by the Compliance Office, which reports directly to the Ethics Committee, gathering the information deemed necessary to determine the advisability of an investigation process. If the information and indications obtained suggest the possible existence of an irregularity, regardless of whether they have been received through the Complaints Channel or by any other means, the matter is investigated and, where appropriate, the necessary measures are adopted.

The Regulations of the Ethics Committee, which are available to all persons forming part of the Group, specify, among other aspects, the processes for handling complaints to ensure confidentiality, fair treatment and to ensure that there are no reprisals during all phases of the process: notification, analysis, investigation and resolution.

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 2022, 128 communications were received regarding alleged breaches of Gestamp's Code of Conduct, 3 communications were discarded as they did not fall within the scope of the Code of Conduct, 13 complaints were received through the Delegates, 40 directly through the Compliance Office Mailbox and 75 through the SpeakUp Line. None of them related to the reliability of financial information and, therefore, it was not necessary to carry out any investigation or take corrective measures in this area.

Regular training and update programmes for personnel involved in the preparation and review of financial information, as well as in the evaluation of the ICFRS, covering at least accounting standards, auditing, internal control, and risk management.

Training is key to Gestamp's human resources policy and is an essential element for the adaptation of new professionals to Gestamp and the correct performance of their jobs, as well as to keep the Group's employees up to date in terms of the changes that may occur both in the Group itself and in the environment and sphere where it carries out its activities.

As proof of its commitment to training, in 2022, Gestamp provided the following training hours:

  • Through its "Corporate University", to the Group's employees (virtual campus - Gestamp Global Learning and webinars using the Teams tool), a total of 2,762 hours of training in economic-financial matters have been given to 555 students. The total includes 662 hours oriented towards knowledge of the criminal risk prevention protocol.
  • On the other hand, a total of 5,543 hours have been taught by the plants in economic and financial matters.

As part of the training offer, there are technical training actions aimed at the business, as well as specific training and refresher programmes on regulatory developments regarding the preparation and oversight of financial reporting, and also regarding the ICFRS.

Every year the Training & Development corporate department prepares a training plan in cooperation with each area, which includes the different training actions aimed at members of the Group's Financial Management area, as well as the teams and those in charge of the financial areas in each country and Group organisation unit.

The contents in which the Group's personnel involved in the processes related to the preparation of financial information throughout financial year 2022 have been trained as a priority have been finance, cost control, valuation of investment projects, accounting and analysis of financial statements, as well as the GesCompliance internal control tool.

In addition, as part of the training programme designed by the Corporate University for members of the Board of Directors, two sessions were held on financial aspects and two sessions on the criminal risk prevention model. Training for directors was mainly carried out through webinars and face-to-face seminars, although the part on criminal risks was reinforced with a series of online contents accessible from Gestamp Global Learning.

Likewise, the staff involved in the evaluation of the ICFRS is kept up to date on new developments in Risk Management and Internal Control, especially of financial information, training on the use of the Gescompliance tool and the importance of the ICFRS for the Group, and evaluations of the effectiveness and design of its controls are carried out. In relation to this training, the ICFRS function has additionally provided around 100 hours of training to more than 285 users of the tool.

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 the 2022 financial year, the Group has updated the identification of financial reporting risks by analysing the information contained in the Group's audited consolidated annual accounts as of 31 December 2021, selecting the most relevant financial statements and significant disclosures based on quantitative (materiality) and qualitative criteria (assessment of the level of risk of each process, external auditor's opinion, strength of the systems, seniority of the company in the Group, etc.). The 2022 ICFRS scope matrix was approved by the Audit Committee on 10 May 2022.

Whether the process covers all the objectives of financial reporting (existence and occurrence; integrity; assessment; presentation, breakdown and comparability, and rights and obligations), whether it is updated, and how often.

For each of the significant accounts and breakdowns, the critical processes and subprocesses associated with them are defined, and the risks that could generate errors and/or fraud in the financial information are identified, covering all financial reporting objectives (existence and occurrence; completeness; valuation; presentation and disclosure; and rights and obligations).

The existence of a process for the identification of the scope of consolidation, taking into account, among other matters, the possible existence of complex corporate structures, holding entities, or special purpose entities.

With regard to the scope of consolidation, the Executive Chairperson, the Group's Legal Director, the Tax Consultancy Director and the Financial Management hold meetings as the Finance and Tax Committee, where they address issues relating to, among others, the impact of purchases or disposals made by companies in which the Company has direct or indirect interests, as well as the changes in those interests. Similarly, the Committee identifies the need to undertake specific corporate operations, such as incorporations, mergers, divisions or the winding-up of companies that form part of the Group.

The conclusions approved by the Finance and Tax Committee in the area of company acquisitions and disposals or the performance of company operations are initially compiled by the Group's Legal Department, which is in charge of drawing up the legal documentation required. In addition, Gestamp Group's Legal Department validates, registers and, in the case of physical securities, has the custody of the securities representing interests in the share capital of the companies in which Gestamp Group has an interest and, in particular, in which the consolidation scope is determined. Additionally, the Legal Department informs the Consolidation Team of any company acquisition or disposal, as well as any interest in them, and any corporate operation that may affect the scope of consolidation. This is done at least on the date on which such operation becomes effective.

Based on the information received by the Finance and Tax Committee and by the Legal Department, the Department Responsible for Consolidation in the Group's Economic-Finance Department updates the scope of consolidation on the consolidation application used by the company. Furthermore, on a quarterly basis, this information is compared with that contained in the consolidation reporting package that each Group company sends to carry out the quarterly consolidation.

The process takes into account the effects of other types of risks (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financial statements.

As mentioned in section E.1., the Group has a CRMS Policy that is aimed at establishing the basic principles, guidelines and the general framework for action to ensure that the risks that may affect the implementation of the Group's strategies and goals are identified, analysed, assessed, managed and controlled systematically, with homogeneous criteria and within the risk levels accepted by the Group itself.

The CRMS Policy is inspired in the following reference frameworks:

  • 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 as well as external, relevant to the Group.

These risks relate to all the Group's activities, processes, projects and lines of business in all geographical areas where it conducts business, including, among others, operational, technological, financial, legal, tax, environmental, social, political and reputational risks, as well as those related to corruption, also including contingent liabilities and other off-balance sheet risks as part of financial risks.

Following the update of the Risk Map, which is analysed every year, it is verified that the risks that could have an impact on the financial information drafting processes or on the reliability of it are provided for in the ICFRS model. This is done to analyse the need to include additional processes or controls in said model and/or in the matrix scope for the following financial year.

What governance body of the entity supervises the process.

Responsibility for the oversight of the ICFRS effectiveness and the CRMS lie with the Audit Committee through the Internal Audit Management, as established in Article 40 of the Regulations of the Company's Board of Directors.

As indicated in previous sections, the Audit Committee approved the ICFRS scope matrix on 10 May 2022 as a means of supervising this risk assessment process and determining that the process of identifying, assessing and monitoring the Group's risks and, in particular, the measures aimed at identifying material risks in relation to financial reporting, is appropriate and sufficient.

F.3 Control activities

Indicate whether at least the following are in place and describe their main features:

F.3.1. Procedures for review and authorisation of financial information, and description of the ICFRS to be published in the securities market, indicating the persons or divisions responsible therefor, as well as documentation describing the flows of activities and controls (including those relating to risk of fraud) of the various types of transactions that could materially affect the financial statements, including the closing process and the specific review of significant judgements, estimates, assessments, and projections.

The Group performs regular reviews of the financial reports drawn up and also of the description of the ICFRS in accordance with different levels of responsibility, 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 2022 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 design and implementation of the entity level controls (ELC) matrix in the Organisation, as well as the annual assessment of controls. The controls that mitigate the error or fraud risks regarding financial reporting and which affect these processes are identified in said matrix. Specifically, the key processes of the Group for which there are defined ICFRS risk and control matrices are the following:

  • Fixed assets.
  • Accounting Closing, Report, Taxes and Contingent Liabilities.
  • Consolidation and reporting to the CNMV.
  • Controls at the entity level.
  • Issuance and invoicing.
  • Purchasing Flow.
  • Inventory.
  • Human Resources.
  • Waste and scrap.
  • Treasury.

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.
  • 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 information, not merely limiting itself to yearly or half-yearly financial reports. The coordination of updating the processes and activities falls to the Group's Internal Audit Department with the support of all levels of the Group: Plants, Divisions and Corporate Directions.

For that purpose, among other measures, as mentioned in section F.1.2, in 2019, the

Group implemented in all Group plants and countries where risk and control matrixes had already been defined a specific tool developed internally, Gescompliance, which allows making a continuous process for the update, assessment and oversight of the correct ICFRS operation, ensuring its reasonable reliability under a single centralised environment. This tool contributes to strengthening the internal control at all levels of the organisation, facilitating the effectiveness evaluation process and the control designs, as well as monitoring the action plans.

Thus, during 2022, the process of evaluation of key controls by owners and supervisors of key controls has been carried out in all companies and countries included in the 2022 ICFRS scope matrix. Prior to the evaluation of the controls, training is provided to the users of the tool, owners of the controls and those involved in the evaluation of ICFRS controls, in order to ensure the correct implementation of the controls and their proper recording in the tool.

With regard to the relevant judgements, estimates and projections, the assumptions and calculations are made by the Group's Economic and Financial Management and the local Economic and Financial Divisional Controlling Divisions. To do so, they use information, such as the budgets for the coming financial years and the strategic plans, which the different Group companies report through a shared platform that is managed by the Group's Controlling Department. In certain cases (such as the valuations of fixed assets and actuarial study calculations), the information provided by specialists external to the Group is also used. The most significant judgements, estimates and projections are validated prior to the process for approval of the consolidated financial statements.

F.3.2. Policies and procedures of internal control over reporting systems (including, among others, security of access, control of changes, operation thereof, operational continuity, and segregation of duties) that provide support for the significant processes of the entity in connection with the preparation and publication of financial information.

The Group has internal control policies and procedures on the information systems supporting the relevant processes, including the preparation and review process for financial reporting.

In the process to identify technological risks that may affect the confidentiality, integrity and availability of financial information, the Group identifies what systems and applications are relevant in each of the areas or processes considered significant. The systems and applications identified include both those that are directly used to prepare the financial information and those that are relevant for the effectiveness of the controls that mitigate the risk of errors arising therein.

Taking into account this information, the Plan of Business Continuity of Information Systems is reviewed on a yearly basis. This plan establishes action plans for mitigating the risks arising from information system dependency that could affect the achievement of business objectives.

Generally speaking, the following controls exist to provide the Group with reasonable assurance concerning the internal control of reporting systems:

  • The 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.
  • Finally, code audits are carried out to ensure the performance and correct operation of the systems.

The controls on the information technology implemented in the area of financial systems are validates every year in order to ensure their effectiveness. Any incidents identified are evaluated and the appropriate measures adopted to correct them in the time and manner established.

F.3.3. Internal control policies and procedures designed to supervise the management of activities outsourced to third parties, as well as those aspects of assessment, calculation, or valuation entrusted to independent experts, which may materially affect the accounts.

The Group does not usually have activities outsourced to third parties which may materially affect the financial statements. In any case, when the Group outsources certain work to third parties, it ensures the subcontracted company has the technical skills required, independence, competence and solvency.

In financial year 2022, 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 2022.

In addition, there is another department in the Economic-Finance Department that is responsible for the design and definition of the financial processes to be applied in companies using the Corporate ERP. This Function is in charge of reflecting the accounting policies established in the Group's Criteria and Accounting Policies Manual in this system.

If those in charge of recording the Group's financial information have any queries about how to proceed with regard to daily transaction accounting, the responsibility for resolving queries in relation to these processes lies with the Department Responsible for the Design and Definition of Financial Processes, whereas any queries regarding accounting policies are resolved by the Consolidation Team, as stated in the Manual. This centralisation of query resolution allows for increased standardisation of criteria.

The information required to update the Criteria and Accounting Policies Manual is received by the Consolidation Team through different channels: communications from the ICAC (the Spanish Accounting and Auditing Institute) (for modifications to the Spanish National Chart of Accounts, the IFRS or the IAS), by reviewing information alerts sent by the external auditor, tax updates it receives from the tax advisor or through participation in training sessions given by prestigious 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 ERP accounts. This association is customised in the Group's consolidation application by the Function charged with the Design and Definition of Financial Processes within the Group's Economic-Finance Department.

Once the Consolidation Team has received the information from the different companies, it verifies that it coincides with the chart of accounts established for the Group and with the Group's Criteria and Accounting Policies Manual and proceeds to upload this information onto the Group's consolidation application.

Regarding the information 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 ICFRS Function in coordination with the departments involved. This description is formally validated by these Departments. This process concludes with the approval of the Annual Corporate Governance Report as a whole by the Board of Governors,

F.5 Supervision of the operation of the system

Indicate and describe the main features of at least the following:

F.5.1. The activities of overseeing the internal control over financial reporting system (ICFRS) performed by the audit committee, and also whether or not the entity has an internal audit function whose duties include providing support to the committee in its task of overseeing the internal control system, including the ICFRS. Information is also to be provided concerning the scope of the assessment of the ICFRS performed during the financial year and on the procedure whereby the person or division charged with performing the assessment reports the results thereof, whether the entity has an action plan in place describing possible corrective measures, and whether the impact thereof on financial information has been considered.

As indicated in section F.1.1, the Audit Committee is responsible for overseeing and periodically reviewing the internal control systems and overseeing and assessing the financial and non-financial reporting process, with the support of the Internal Audit Department, which reports directly to the Audit Committee and also reports to the Secretary of the Board.

Some of the duties of the Internal Audit Management are supporting the Audit Committee in overseeing the correct functioning of the ICFRS, reporting the conclusions obtained from its reviews through the regular appearances of the Internal Audit Department at Audit Committee meetings during the financial year. Those conclusions include potential impact and limitations to the scope that may arise while performing the audits, detected weaknesses, recommendations and action plans defined and agreed with the different areas, so as to resolve them, as well as following-up their implementation to ensure that weaknesses have been resolved. At the end of each year, the Internal Audit Management provides the Audit Committee with a report on the activities performed during the year. In this sense, on 27 February 2022, the Committee was provided with the 2021 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 2022 Internal Audit Plan was approved on 14 December 2021 by the Audit Committee.

On 10 May 2022, 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 Department at the meetings of 10 May, 22 July, 2 November and 14 December 2022.

In 2022, pursuant to the Audit Plan and the ICFRS scope matrix, overall audits were performed on key processes deemed a priority in relation to the reliability of financial information, as well as specific audits on IT and OT cybersecurity at plant industrial level.

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 2022. Among other aspects, the 2022 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.

Ten meetings of the Audit Committee were held in 2022.

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 Department has participated in 5 Audit Committee meetings, presenting, among other matters, the degree of progress of the work undertaken in relation to the ICFRS, as well as the internal control weaknesses identified in the course of said work and the rest of the audits performed during the year.

F.6 Other relevant information

There is no relevant information to highlight with respect to the ICFRS implemented in the Group that has not been disclosed in the previous sections of this Section F.

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 2022 to submit ICFRS information to an additional external review.

DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS G

State the company's degree of compliance with the recommendations of the Good Governance Code for Listed Companies.

If the company does not comply with any recommendation or follows it partially, there must be a detailed explanation of the reasons providing shareholders, investors, and the market in general with sufficient information to assess the company's course of action. Generalised explanations will not be acceptable.

1. The bylaws of listed companies should not place an upper limit on the votes that can be cast by a single shareholder, or impose other obstacles to the takeover of the company by means of share purchases on the market.

Complies ☒ Explain □

2. 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 corporate information through the channels it deems appropriate (communication media, social networks or other channels), contributing to maximizing the dissemination and quality of the information available to the market, investors and other stakeholders.

Complies ☒ Partly complies □ Explain □

5. The board of directors should not make a proposal to the general meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount exceeding 20% of capital at the time of such delegation.

When the board approves the issuance of shares or convertible securities without preemptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation.

Complies ☒ Partly complies □ Explain □

  • 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 Compensation 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 ☒ Partially 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.
    • 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 ☒
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  • 11. In the event that the company plans to pay for attendance at the general shareholders' meeting, it should first establish a general, long-term policy in this respect.
    • Complies □ Partly complies □ Explain □ Not applicable ☒
  • 12. The board of directors should perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company's best interest, understood as the creation of a profitable business that promotes its sustainable success over time, while maximising its economic value.

In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to principles of good faith, ethics and respect for commonly accepted customs and good practices, but also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, clients and other stakeholders, as well as with the impact of its activities on the broader community and the natural environment.

Complies ☒ Partly complies □ Explain □

13. The board of directors should have an optimal size to promote its efficient functioning and maximise participation. The recommended range is accordingly between five and fifteen members.

Complies ☒ Explain □

14. The Board of Directors must approve a policy for selecting directors that provides for a suitable number of members and which:

a) is specific and allows for verification;

b) ensures that any proposed appointments or reappointments are based on a preliminary analysis of the duties required of the Board of Directors; and

c) promotes a diversity of knowledge, experience, age and gender. For this purpose, the measures promoting a significant number of female high executives at the company are deemed gender-diversity measures.

The results of the prior analysis of competences required by the board should be written up in the Nomination Committee's explanatory report, to be published when the general shareholders' meeting is convened to ratify the appointment or re-election of each director.

The Nomination Committee should run an annual check on compliance with this policy and set out its findings in the annual corporate governance report.

Complies ☒ Partially complies □ Explain □

15. Proprietary and independent directors should constitute an ample majority on the board of directors, while the number of executive directors should be the minimum practical bearing in mind the complexity of the corporate group and the ownership interests they control. The number of female directors should represent at least 40% of the members of the board of directors by the end of 2022. Prior to that, it should not be below 30%.

Complies □ Partially complies ☒ Explain □

Proprietary Directors (3) and Independent Directors (7) make up the vast majority of Gestamp's Board of Directors, with the number of Executive Directors (2) being the minimum necessary given the complexity of the Gestamp Group. Proprietary Directors make up 23.07%, Independent Directors 53.85%, Executive Directors 15.39% and Other External Directors 7.69%.

However, the number of female Directors still does not represent the 40% of the Board of Directors established in this Recommendation. Notwithstanding the foregoing, since financial year 2019, three of the four vacancies that have arisen on the Board of Directors of the Company have been filled by women. This fact results from the measures adopted under the Action Plan resulting from the annual evaluation of the Board of Directors, consisting of continuing to promote diversity on the Board of Directors and, with this, the appointment of female directors.

Likewise, as referred to in section C.1.5. of this report, and for the purpose of promoting the principle of diversity, and specifically gender diversity, on 26 July 2022, the Board of Directors, following a proposal by the Nomination and Compensation Committee, approved the introduction of certain amendments to the Selection and Diversity Policy of the Board of Directors, including the Board of Directors' commitment to making sure the Company's diversity measures ensure a significant number of female senior managers at the Company.

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.

$$\text{Complies } \boxtimes \qquad \qquad \qquad \text{Explain } \square.$$

  • 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. Complies ☒ Partly complies □ Explain □

19. Following verification by the nomination 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 nomination committee. In particular, just cause will be presumed when directors take up new posts or responsibilities that prevent them allocating sufficient time to the position of board member, or are in breach of their fiduciary duties or come under one of the disqualifying grounds for classification as independent enumerated in the applicable legislation.

The removal of independent directors may also be proposed when a takeover bid, merger or similar corporate transaction alters the company's capital structure, provided the changes in board membership ensue from the proportionality criterion set out in recommendation 16.

Complies ☒ Explain □

22. Companies should establish rules obliging directors to inform and, as applicable, resign in the event of situations affecting –whether or not related to their performance at the company itself– and impairing the company's credit and reputation and, in particular, requiring them to advise the Board of Directors about any criminal charges brought against them and the progress of any proceedings. Whenever the board is informed or otherwise becomes aware of any of the situations mentioned in the previous paragraph, it must examine the case as soon as possible and, taking into account the specific circumstances, decide, following a report from the Nomination and Compensation Committee, whether it should adopt any measure, such as opening an internal investigation, requesting the resignation of the director or proposing his/her removal. In addition, the matter should be reported in the Annual Corporate Governance Report, unless it is justified by special circumstances, which must be recorded in the minutes. This is notwithstanding the information that the Company may be required to disclose, if appropriate, at the time of adopting the relevant measures.

Complies ☒ Partly complies □ Explain □

23. All directors should express their clear opposition when they feel a proposal submitted for the Board's approval might damage the corporate interest. In particular, independents and other directors not subject to potential conflicts of interest should strenuously challenge any decision that could harm the interests of shareholders lacking board representation.

When the Board makes material or reiterated decisions about which a director has expressed serious reservations, then he/she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next recommendation.

The terms of this recommendation also apply to the Secretary of the Board, director or

otherwise.

Complies ☒ Partly complies Explain Not applicable

24. When either through resignation or by agreement of the General Shareholders' Meeting, a director leaves his post before the end of his mandate, he should explain the reasons for his/her resignation or, in the case of non-executive directors, his/her opinion on the grounds for his/her dismissal by the board, in a letter sent to all members of the Board of Directors.

Even if said events are reported in the Annual Corporate Governance Report, provided that they are important for investors, the Company should publish the dismissal as soon as possible, including sufficient reference to the reasons or circumstances given by the director.

Complies ☒ Partly complies □ Explain □ Not applicable □

25. The Nomination Committee should ensure that non-executive directors have sufficient time available to perform their responsibilities effectively.

The regulations of the board of directors should lay down the maximum number of company boards on which directors can serve.

Complies ☒ Partially complies □ Explain □

26. The board should meet with the necessary frequency to properly perform its functions, eight times a year at least, in accordance with a calendar and agendas set at the start of the year, to which each director may propose the addition of initially unscheduled items.

Complies ☒ Partly complies □ Explain □
------------ ------------------- -----------

27. Director absences should be kept to a strict minimum and quantified in the annual corporate governance report. In the event of absence, directors should delegate their powers of representation with the appropriate instructions.

Complies ☒ Partly complies □ Explain □

28. When directors or the secretary express concerns about some proposal or, in the case of directors, about the company's performance, and such concerns are not resolved at the meeting, they should be recorded in the minute book if the person expressing them so requests.

Complies ☒ Partly complies □ Explain □ Not applicable □

29. The company should provide suitable channels for directors to obtain the advice they need to carry out their duties, extending if necessary to external assistance at the company's expense.

Complies ☒ Partly complies □ Explain □

30. Regardless of the knowledge directors must possess to carry out their duties, they should also be offered refresher programmes when circumstances so advise.

Complies ☒ Explain □ Not applicable □
-- ------------ ----------- ------------------

31. The agendas of board meetings should clearly indicate on which points directors must arrive at a decision in order for them to study the matter beforehand or gather together the material they need.

For reasons of urgency, the chairperson may wish to present decisions or resolutions for board approval that were not on the meeting agenda. In such exceptional circumstances, their inclusion will require the express prior consent, duly recorded in the minutes, of the majority of directors present.

Complies ☒ Partly complies □ Explain □

32. Directors should be regularly informed of movements in share ownership and of the views of major shareholders, investors and rating agencies on the company and its group.

Complies ☒ Partly complies □ Explain □

33. The chairperson, as the person charged with the efficient functioning of the board of directors, in addition to the functions assigned by law and the company's bylaws, should prepare and submit to the board a schedule of meeting dates and agendas; organise and coordinate regular evaluations of the board and, where appropriate, the company's chief executive officer; exercise leadership of the board and be accountable for its proper functioning; ensure that sufficient time is given to the discussion of strategic issues, and approve and review knowledge refresher courses for each director, when circumstances so advise.

Complies ☒ Partly complies □ Explain □

34. When a coordinating independent director has been appointed, the bylaws or regulations of the board of directors should grant him or her the following powers over and above those conferred by law: chair the board of directors in the absence of the chairperson or vice-chairpersons, if they exist; give voice to the concerns of non-executive directors; maintain contacts with investors and shareholders to hear their views and develop a balanced understanding of their concerns, especially those to do with the company's corporate governance; and coordinate the chairperson's succession plan.

Complies ☒ Partly complies Explain Not applicable

35. The board secretary should strive to ensure that the board's actions and decisions are informed by the good governance recommendations contained in this Good Governance Code that are of relevance to the company.

Complies ☒ Explain □

  • 36. The board in full should conduct an annual evaluation, adopting, where necessary, an action plan to correct deficiencies detected in:
    • a) The quality and efficiency of the board's operation.
    • b) The performance and membership of its committees.
    • c) The diversity of board membership and competences.
    • d) The performance of the chairman of the board of directors and the company's chief executive.
    • e) The performance and contribution of individual directors, with particular attention to the 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 Nomination Committee.

Every three years, the board of directors should engage an external facilitator to aid in the evaluation process. This facilitator's independence should be verified by the Nomination Committee.

Any business dealings that the facilitator or members of its corporate group maintain

with the company or members of its corporate group should be detailed in the annual corporate governance report.

The process followed and areas evaluated should be detailed in the annual corporate governance report.

Complies ☒ Partly complies □ Explain □

37. If there is an executive committee, it should comprise at least two non-executive directors, being at least one of them independent, and the secretary must be that of the Board of Directors.

Complies □ Partly complies □ Explain □ Not applicable ☒

38. The board should be kept fully informed of the business transacted and decisions made by the executive committee. To this end, all board members should receive a copy of the minutes of executive committee meetings.

Complies □ Partly complies □ Explain □ Not applicable ☒

39. All members of the Audit Committee as a whole, and particularly its chairperson, should be appointed taking into account their knowledge and experience in accounting, auditing and both financial and non-financial risk management.

Complies ☒ Partly complies □ Explain □

40. There should be a unit in charge of the internal audit function, under the supervision of the audit committee, to monitor the effectiveness of reporting and internal control systems. This unit should report functionally to the board's non-executive chairperson or the chairperson of the audit committee.

Complies ☒ Partly complies □ Explain □

41. The head of the unit assuming the internal audit function should submit its annual work plan to the Audit Committee for approval by the latter or the Board of Directors; it should report its implementation directly, including any incidents and scope limitations arising in the course of its work, the results and follow-up of its recommendations and should submit an activity report at the end of each year.

Complies ☒ Partly complies □ Explain □ Not applicable □
  • 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 reporting and of the control and financial and non-financial risk management systems relating to the Company, and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements, the proper determination of the consolidation scope and the correct application of accounting principles.

b) Ensure the independence of the unit handling the internal audit function; propose the selection, appointment and removal of the head of the internal audit service; propose the budget for such service; approve or propose to the board the approval of the guidelines and annual work plan regarding internal audit, ensuring that it focuses primarily on the main risks (including reputational risks); receive regular report-backs on its activities; and verify that senior management are acting on the findings and recommendations of its

reports.

c) Establish and oversee a mechanism whereby employees and other people related to the Company, such as directors, shareholders, suppliers, contractors or subcontractors, are able to report potentially important irregularities, including financial, accounting or other irregularities, in relation to the Company, as noticed within the Company or its Group. Said mechanism should guarantee confidentiality, and in every case, provide for situations where reports can be filed anonymously, respecting the rights of both the reporting and the reported parties.

d) Ensure in general that the policies and systems established regarding internal control are effectively applied in practice.

2. With regard to the external auditor:

a) Investigate the issues giving rise to the resignation of the external auditor, should this come about.

b) Ensure that the remuneration of the external auditor does not compromise its quality or independence.

c) Ensure that the company notifies any change of auditor to the CNMV, accompanied by a statement of any disagreements arising with the outgoing auditor, if any, and the related reasons.

d) Ensure that the external auditor holds a meeting on an annual basis with the full Board of Directors to inform them about the work carried out and the evolution of the accounting and risk situation of the Company.

e) Ensure that the Company and the external auditor respect the regulations in force regarding the provision of services other than auditing services, the limits on the auditor's concentration of business and, in general, any other regulations regarding the independence of auditors.

Complies ☒ Partly complies □ Explain □
------------ ------------------- -----------

43. The audit committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior officer.

Complies ☒ Partly complies □ Explain □

44. The audit committee should be informed of any fundamental changes or corporate transactions the company is planning, so the committee can analyse the operation and report to the board beforehand on its economic conditions and accounting impact and, when applicable, the exchange ratio proposed.

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.

CompliesPartly 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 Nomination and Compensation Committee—or of the Nomination and Compensation 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 Nomination and Compensation Committees.

Complies □ Explain □ Not applicable ☒

49. The Nomination Committee should consult with the company's chairperson and chief executive, especially on matters relating to executive directors.

When there are vacancies on the board, any director may approach the Nomination Committee to propose candidates that it may consider suitable.

Complies ☒ Partly complies □ Explain □
  • 50. The Compensation 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 □

Although article 41 of the Regulations of the Board of Directors does not expressly contemplate functions d) and e) of this Recommendation:

  • With regard to letter d) of this Recommendation, the Company declares that the members of the Nomination and Compensation Committee ensure that any conflicts of interest do not impair the independence of the external advice provided to the Committee. So far, the Nomination and Compensation Committee has only received external advice on two occasions:
  • With regard to letter e) of this Recommendation, the Company declares that the Nomination and Compensation Committee verifies the information on remuneration of Directors and Senior Executives contained in the various corporate documents, including the Remuneration Policy of the members of the Board of Directors and the Annual Report on Directors' Remuneration, which is reported, each year, in the corresponding Activities Report of this Committee made available on the Company's website.
  • 51. The Compensation 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 Nomination Committee, the sustainability committee, the corporate social responsibility committee, or any other specialised committee created by the board under its self-organisation powers. Such committee must be made up by non-executive directors in its entirety, most of them being independent, with the minimum functions attributed specifically in the following recommendation.

Complies ☒ Partly complies □ Explain □

54. The minimum functions mentioned in the previous recommendation include:

a) Oversee compliance with the Company's corporate governance rules and internal codes of conduct, ensuring that the corporate culture is in line with its purpose and values.

b) Oversee application of the general policy on communication of economic and financial, non-financial and corporate information, and on communication with shareholders and investors, voting advisers and other stakeholders. Furthermore, follow-up on how the entity communicates and relates itself with small and medium-sized shareholders.

c) Periodically assess and review the corporate governance system and environmental and social policies in place at the Company in order to ensure that they fulfil the mission of promoting social interest and take into account the legitimate interests of the remaining stakeholders, as appropriate.

d) Oversee that the Company's environmental and social practices are in line with the policy and strategy defined.

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 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 longterm objectives, such that performance-related pay rewards ongoing achievement, maintained over sufficient time to appreciate its contribution to long-term value creation. This will ensure that performance measurement is not based solely on oneoff, occasional or extraordinary events.

Complies ☒ 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

The commercial contract of the Executive Director, Mr Francisco Riberas Mera, contains a clause deferring the payment of his annual variable remuneration, whereby this will not be paid until the consolidated annual accounts of the Gestamp Group are approved by the General Shareholders' Meeting.

On the other hand, the commercial contract of the Executive Director Mr Francisco López Peña does not include among its remuneration components, an annual variable remuneration. Instead, Mr Francisco López Peña is the beneficiary of a long-term incentive plan approved by the Board of Directors on 29 October 2020, linked to the fulfilment at the end of the period (31 December 2022) of an economic-financial target, the achievement of which entitles the beneficiary to receive a cash amount within the first six months of 2023, once the fulfilment of such economic-financial target has been verified after the approval of the consolidated annual accounts for 2022 by the General Shareholders' Meeting. This deferral period is regulated in the terms and conditions of the aforementioned long-term incentive plan approved by the Board of Directors of the Company and to which Mr López Peña adhered.

In this regard, the Company considers the deferral period existing between the accrual of the remuneration, i.e. the end of the financial year in question, and the approval of the consolidated annual accounts of the Gestamp Group by the General Shareholders' Meeting of the Company, once these have been audited by the external auditor, to be sufficient.

60. Remuneration linked to company earnings should contain any qualifications stated in the external auditor's report that reduce their amount.

Complies ☒ Partially complies □ Explain □ Not applicable □
------------ ---------------------- ----------- ------------------

61. A major part of executive directors' variable remuneration should be linked to the award of shares or financial instruments referenced to their value.

Complies □ Partly complies □ Explain ☒ Not applicable □
------------ ------------------- ----------- ------------------

The company does not currently contemplate a variable remuneration system for executive directors that includes the giving of shares or financial instruments referenced to their value.

As established in principle 25 of the Good Governance Code of Listed Companies, the main objective of remuneration linked to the delivery of shares or financial instruments referenced to their value is to "align the interests of executive directors with the longterm sustainable corporate interest".

In this respect, the Executive Director Mr Francisco José Riberas holds (through Acek Desarrollo y Gestión Industrial, S.L.) a significant shareholding in the Company. This situation necessarily implies an alignment of the Director's interest with the long-term corporate interest of the Gestamp Group, which is why the Company has not considered it necessary to include among the remuneration components of Mr Francisco José Riberas the delivery of shares or financial instruments referenced to their value.

On the other hand, with respect to the Executive Director, Mr Francisco López Peña, he is a participant in the Equity Participation Plan, whereby the Company offered certain key executives of the Group the possibility of acquiring shares in the Company at market price with financing from the Company. The aim of the Participation Plan is precisely to align the interests of the participants with the long-term interests of Gestamp. Therefore, once again, the Company does not consider it necessary to date to include among the remuneration components of Mr Francisco López Peña the delivery of shares or financial instruments referenced to their value.

62. Following the award of shares, share options or financial instruments derived from the remuneration system, executive directors should not be allowed to transfer their ownership or to exercise the options for at least three years.

There is an exception in the case that the director has, upon the transfer or exercise, a net economic exposure to the share price variation for a market value that is equal to an amount of at least twice his/her fixed annual remuneration through the ownership of shares, options or other financial instruments.

This will not apply to the shares that the director needs to sell in order to settle the costs related to their acquisition or, subject to the previous approval of the Nomination and Compensation Committee, to face any extraordinary and unexpected situation requiring so.

Complies □ Partly complies □ Explain □ Not applicable ☒

63. Contractual arrangements should include provisions that permit the company to reclaim variable components of remuneration when payment was out of step with the director's actual performance or based on data subsequently found to be misstated.

Complies ☒ Partly complies Explain Not applicable

64. Contractual termination or cancellation payments should not exceed a fixed amount equivalent to two years of the director's total annual remuneration and should not be paid until the company confirms that he or she has met the predetermined criteria or conditions for collection thereof. For the purpose of this recommendation, contractual termination or cancellation payments will include all payments whose accrual or payment obligations arise from or due to the termination of the contractual relationship between the director and the company, including the amounts not previously consolidated from long-term savings systems and the amounts paid by virtue of post-contractual non-compete agreements.

Complies ☒ Partly complies Explain Not applicable

OTHER INFORMATION OF INTEREST M

    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.
    1. In this section, you may also include any other information, clarification, or comment relating to the prior sections of this report provided that they are relevant and not repetitive.

Specifically, state whether the company is subject to laws other than Spanish laws regarding corporate governance and, where applicable, include any information that the company is required to provide which is different to the information required in this report.

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 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., (now Orilla Asset Management, S.L.) Juan María Riberas Mera, Ion Ion, S.L. and Acek Desarrollo y Gestión Industrial, S.L. on 21 March 2017.

The most significant agreements it contains are as follows:

  • (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.1.2

For clarification purposes, it should be noted that the co-opted appointments of Mr

Norimichi Hatayama, Ms Chisato Eiki and Ms Concepción Rivero Bermejo, were subsequently ratified by the corresponding General Shareholders' Meeting.

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 longterm incentive.

Section C.1.14

It is hereby stated that the total amount of the remuneration of Senior Management corresponding to financial year 2022 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 2022 Financial Statements have been formally approved by the Annual General Shareholders' Meeting which will be held in 2023 and the sum of any benefits granted.

Lastly, the total amount of the remuneration in favour of the Senior Management reflected in this section does not match the amount reflected under this same heading in Note 32.3 of the notes to the consolidated financial statements of the Group as different accrual criteria are applied in respect of the long-term incentive.

Section C.2.1.

Procedures and rules of organisation and operation of the Audit Committee, the Nomination and Compensation Committee and the Sustainability Committee.

Article 39 of the Regulations of the Board of Directors sets forth the following rules applicable to the committees:

"a) The Board of Directors shall appoint the members of such committees, taking into account the knowledge, skills and experience of the directors and each committee's tasks; it shall discuss their proposals and reports; and provide report-backs on their activities and work carried out.

(b) They shall be exclusively made up of non-executive directors, with a minimum of three and a maximum of five. This does not prejudice the possible presence of executive directors or Senior Management at their meetings to provide information when so decided by each committee. However, the Executive Chairperson's presence at them shall be exceptional.

(c) Independent directors shall be in the majority at all times, where one is to be appointed Chairperson.

(d) The Secretary shall be the Secretary of the Board of Directors.

(e) They may seek external advice when deemed necessary for the performance of their duties under the same circumstances as those applicable to the Board (mutatis mutandi). (f) Minutes shall be taken of the meetings and a copy thereof shall be sent to all the members of the Board.

(g) The committees shall meet as often as the Chairperson decides is necessary for the proper exercise of their duties, and when so requested by at least two (2) of its members. (h) The rules of operation shall be those that govern the functioning of the Board. In this way, they shall be validly constituted when a majority of their members are in attendance, either in person or by proxy, and their resolutions shall be agreed by an absolute majority of the members present or duly represented. In the event of a tie, the Committee Chairperson shall cast the tie-breaking vote.

(i) The Chairpersons of the corresponding committees shall inform the Board of Directors of the issues discussed and the resolutions adopted at the meetings during the first Board of Directors' meeting held after the Committee meeting.

(j) With respect to the Audit Committee and the Appointments and Remuneration Committee, within three (3) months after the end of each financial year, a report will be submitted on their work in the previous year for approval by the Board of Directors, and

it shall be made available to the shareholders during their ordinary general meeting.

Duties of the Audit Committee, the Nomination and Compensation Committee, and the Sustainability Committee.

Article 40 of the Regulations of the Board of Directors attributes the following duties to the Audit Committee:

"(a)To inform the General Shareholders' Meeting about issues raised by the shareholders on matters for which it is competent and, in particular, about the findings of audits, explaining how they have contributed to the integrity of the financial reporting and the role that the Committee has played in the process.

(b) As regards information systems and internal control:

(i) To supervise and evaluate the preparation, integrity and presentation of both financial and non-financial reporting and of the control and financial and non-financial risk management systems relating to the Company, and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements and the correct application of accounting principles.

(ii) To periodically review the internal control and risk management systems, including tax risks, and discuss with the auditor any significant weaknesses in the internal control system found in the course of the audit, never compromising its independence. To this end, and where applicable, recommendations and proposals, with the relevant deadlines for follow-up, may be submitted to the governing body.

(iii) To safeguard the independence and effectiveness of the internal auditing function; to propose the selection, appointment, and dismissal of the head of the internal audit service; to approve the budget for this service; to approve the annual work plan for the internal audit, ensuring that its activity mainly focuses on the relevant risks (including reputational risks); to receive information about its activities regularly; to verify whether senior management takes into account the conclusions and recommendations in its reports; and to discuss with the auditor or auditing firms any significant weaknesses in the internal control system detected in the course of the audits.

(iv) To set up and oversee a mechanism that enables employees and anyone else related to the company, such as directors, shareholders, providers, contractors or subcontractors, to anonymously and confidentially report irregularities of any kind that they may notice within the Company or its group.

(v) To ensure that the policies and systems established regarding internal control are effectively applied in practice.

(c) With regard to the auditor:

(i) To bring proposals on the selection, appointment, re-election and replacement of the auditor, as well as the conditions to contract such party, to the Board and to be in charge of the selection process, also examining the reasoning behind any resignation, where applicable.

(ii) To ensure that the Company communicates the change of auditor via the National

Securities Market Commission (CNMV) and, upon any disagreement with the outgoing auditor, it will ensure that there is an accompanying statement regarding said disagreements and their content.

(iii) To regularly receive from the auditor information on the audit plan and the results of its implementation, and to verify whether senior management has taken its recommendations into account.

(iv) To ensure that the external auditor holds a meeting on an annual basis with the full Board of Directors to inform them about the work carried out and the evolution of the accounting and risk situation of the Company.

(v) To establish an appropriate relationship with the auditor to receive information about any issues that could jeopardise the independence of the auditors, for examination by the Audit Committee, and any other information related to the progress of the audit process, as well as any other communication set forth in the legislation on financial statements auditing and auditing standards. In any case, they must receive written confirmation from the auditor or audit firms once a year asserting their independence from the entity or entities that are directly or indirectly related to it, as well as information on additional services of any kind provided to these entities by the aforementioned auditor or firms, or by individuals or entities related to them in accordance with the legislation on auditing.

In this regard, the Audit Committee shall ensure that the auditor's remuneration for his/her work does not compromise the quality or independence thereof and shall ensure that both the Company and the auditor respect the regulations in force regarding the provision of services other than those of auditing, the limits on the auditor's concentration of business and, in general, any other regulations regarding the independence of auditors.

(vi) To issue a report expressing an opinion on the independence of the auditor once a year, prior to issuance of the auditor's report. Such report must, in all cases, refer to the additional services referred to in the paragraph above.

(d) As regards the risk management and control policy:

(i) To propose to the Board of Directors a risk management and control policy, which shall identify and determine as a minimum: (i) the financial and non-financial types of risks (including operational, technological, legal, social, environmental, political, and reputational risks, as well as those related to corruption) to which the Company is exposed, including, among the financial or economic risks, contingent liabilities and other off-balance sheet risks; (ii) a risk control and management model based on different levels; (iii) setting the risk level deemed acceptable by the Company; and (iv) measures to mitigate the impact of the risks identified, should they materialise.

(ii) To supervise the operation of the Company's risk management and control unit, which is responsible for: (i) ensuring that the risk management and control systems function properly and, in particular, ensuring that all the significant risks affecting the Company are adequately identified, managed and quantified; (ii) actively participating in the creation of the risk strategy and in reaching important decisions about its implementation; and (iii) ensuring that the risk management and control systems adequately mitigate the risks in accordance with the policy defined by the Board of Directors.

(e) To review the prospectuses or equivalent documents for issuance and/or admission of securities and any other financial reporting that the Company is required to submit to the markets and its supervisory bodies.

  1. 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 standards as the annual statements and, to this end, shall consider whether a limited review by the auditor is appropriate.

(b) The creation or acquisition of shares in special-purpose entities or entities based in countries or territories classified as tax havens, as well as any other transactions or operations of a similar nature that, due to their complexity, could diminish the Company's transparency.

(c) Related-party transactions.

(d) Operations entailing structural and corporate modifications planned by the Company, analysing their financial terms and conditions, including, where applicable, the exchange ratio and impact on the accounts.

  1. 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 economicfinancial, non-financial and corporate information, and also of the general policy relating to communication with shareholders and investors, proxy voting advisors and other stakeholders, and shall monitor the way in which the Company communicates and liaises with the small and medium-sized shareholders.

  1. 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 Nomination and Compensation Committee:

"(a)To assess the skills, knowledge and experience of the Board, describe the duties and skills required from the candidates to fill the vacancies, and assess the time and dedication required for them to perform the entrusted tasks.

(b) To verify compliance with the board member hiring policy each year, and to report on this in the Annual Corporate Governance Report.

(c) To examine and arrange the procedure for replacing the Chairperson of the Board of Directors and, where appropriate, the chief executive, to make this process easily understood, and to make proposals to the Board to ensure that this process takes place in an orderly, well-planned manner.

(d) To guide the proposals for the appointment and dismissal of members of Senior Management that the Chairperson submits to the Board and the basic conditions of their contracts.

(e) To raise proposals for appointments of independent directors to the Board of Directors, either for appointment under the co-option system or by submitting the proposal to the General Shareholders' Meeting for a decision, and making proposals for re-election or removal of such directors by the General Shareholders' Meeting.

(f) To guide the proposals for appointments of other directors, either for appointment under the co-option system or by submitting the proposal to the General Shareholders' Meeting for a decision, and making proposals for re-election or removal thereof by the General Shareholders' Meeting.

(g) To guide the Board on gender diversity issues, to set representation targets for the under-represented gender on the Board of Directors and to create guidelines for achieving such targets.

(h) To arrange and coordinate periodic assessments of the Board of Directors' chairperson and, in conjunction with such person, periodic assessments of the Board of Directors, its committees, chairperson, secretary and the chief executive of the Company. 2. The Nomination and Compensation Committee shall consult the chairperson or, if applicable, the Company's chief executive officer, especially in the case of proposals relating to executive directors and Senior Managers. Any director may request the Nomination and Compensation Committee to take them into consideration as potential candidates to fill director vacancies, if found suitable.

  1. In addition to the functions indicated in the preceding paragraphs, the Nomination and Compensation Committee shall have jurisdiction over the following functions relating to remuneration:

(a) Propose the following to the Board of Directors:

(i) The remuneration policy for directors and for the parties that carry out senior management duties and under direct supervision of the Board, executive committees or managing directors, ensuring compliance with such policy.

(ii) The individual remuneration of directors and approval of the contracts entered into by the Company and its directors who carry out executive duties, ensuring compliance with such contracts.

(iii) The types of contracts for Senior Management.

(b) Ensure compliance with the remuneration policy for directors approved in the General Meeting."

Lastly, Article 42 of the Regulations of the Board of Directors attributes the following duties to the Sustainability Committee:

  • (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 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. And D4

For further information, see Note 32 of the notes to the Group's Consolidated Financial Statements for the year ended 31 December 2022.

  1. The company may also state whether it has voluntarily adhered to other international, sectoral or any other codes of ethical principles or good practices. If so, state the code in question and the date of adherence thereto. In particular, mention whether there has been adherence to the Code of Good Tax Practices of 20 July 2010.

The Group has been a signatory of the Principles of the United Nations Global Compact since 24 July 2008, and it became a partner of the Global Compact in 2011.

In addition, Gestamp Group adopted the United Nations Sustainable Development Goals.

Finally, during its meeting of 20 December 2021, the Board of Directors agreed to the Group's adhesion and, therefore, it complies with the Code of Good Tax Practices.

This annual corporate governance report was approved by the Company's Board of Directors at its meeting held on 27 February 2023.

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 2022

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 2022, drawn up by the Board of Directors at its meeting of February 27, 2023 and prepared in accordance with applicable accounting standards, present a fair view of the assets, financial condition and results of operations of GESTAMP AUTOMOCIÓN, S.A. and of the companies included in its scope of consolidation, taken as a whole, and that the Individual and Consolidated Management Reports contain a true assessment of the corporate performance and results and the position of GESTAMP AUTOMOCIÓN, S.A. and of the companies included in its scope of consolidation taken as a whole, as well as a description of the principal risks and uncertainties facing them.

Madrid, February 27, 2023.

Don Francisco José Riberas Mera

Executive Chairman ViceChairman

Don Juan Mª Riberas Mera

Don Francisco López Peña Doña Chisato Eiki

Member Member

Member Member

Member Member

Don Javier Rodríguez Pellitero Don Pedro Sainz de Baranda Riva

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 Ms Ana García Fau, who were not able to attend the Board of Directors meeting of 27 February 2023 due to professional reasons. Notwithstanding, the referred Director attended the meeting on line, and voted 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 2022 has been adopted unanimously.

Madrid, February 27, 2023.

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.

MODEL ANNEX I ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED PUBLIC LIMITED COMPANIES

IDENTIFICATION DETAILS OF THE ISSUER

END OF REPORTING PERIOD

31/12/2022

Tax ID Code A48943864

Registered Name:

GESTAMP AUTOMOCIÓN, S.A.

Registered Address:

Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED PUBLIC LIMITED COMPANIES

A THE COMPANY'S REMUNERATION POLICY FOR THE CURRENT YEAR

A.1.1 Please explain the current directors' remuneration policy for the current year. Insofar as it is relevant, certain information may be included by reference to the remuneration policy approved by the general shareholders meeting, provided that its inclusion is clear, specific and concrete.

A description must be given of the specific decisions for the current financial year, both regarding directors' remuneration for their status as such and for the performance of executive duties, which the board has carried out in accordance with what is set out in the contracts signed with the executive directors and with the remuneration policy approved by the general meeting.

In any case, the following aspects should be reported as a minimum:

  • a) Description of the company's procedures and bodies involved in determining, approving and applying 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.

Ultimately, the General Shareholders Meeting of the Company approves the Remuneration Policy.

B. REMUNERATION POLICY FOR CURRENT FINANCIAL YEAR (2023)

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 Nomination and Compensation Committee, in its meeting on 19 December 2022, verified the compliance of the Remuneration Policy applied in 2022. Likewise, on the same date, and within the framework established in the Remuneration Policy, the Nomination and Compensation Committee agreed to submit for the approval of the Board of Directors an increase in the amount of fixed remuneration for membership of the Board of Directors and for membership and chairmanship of committees, a proposal that was finally approved by the Board of Directors on the same date. As a result, the remuneration of the Directors for their status as such, approved and applicable as from 1 January 2023, is as follows:

Fixed remuneration for Board of Directors membership: 85,000 euros/year (compared to 80,000 euros/year in the previous year).

Fixed remuneration for committee membership: 20,000 euros/year (compared to 15,000 euros/year in the previous year).

Fixed remuneration for chairing any of the Committees: 20,000 euros/year (compared to 15,000 euros/year in the previous year).

Remuneration of Directors for the performance of executive duties:

Likewise, at the same meeting referred to above, the Nomination and Compensation Committee also agreed to submit for approval by the Board of Directors a 5% salary increase on the fixed and variable remuneration of the Executive Chairman, Mr. Francisco José Riberas Mera, and the Executive Director, Mr. Francisco López Peña, with effect from 1 January 2013, as part of the salary review process carried out for the staff of the Corporate Services and companies belonging to its group (hereinafter, the "Group") and within the framework established in the Remuneration Policy As a result of the foregoing, the remuneration of these Directors for the financial year 2023 is as follows:

Executive Chairman:

  • Annual fixed remuneration: 749,700 euros (compared to 714,000 euros/year the previous year).
  • Annual variable remuneration: 321,300 euros (compared to 306,000 euros/year the previous year).

As a controlling shareholder of the Company, the Executive Chairman does not benefit from a long-term incentive scheme in his remuneration structure.

Executive Director:

  • Annual fixed remuneration: 315,000 euros (compared to 300,000 euros/year the previous year).
  • Pluriannual variable remuneration: 3,000,000 euros. The achievement rate of the target defined in the 2022 Long-Term Incentive Scheme, of which the Executive Director is the beneficiary, has been verified by the Nomination and Compensation Committee and subsequently approved by the Board of Directors at their respective meetings on the same day of 27 February 2023, although the right to receive the incentive is conditional upon the Director continuing to render services at the time of settlement, in the first six months of 2023, following the formulation, audit and approval of the Group's Annual Accounts, as explained in section A.1.6 of this report.

Other items: consisting of life insurance and a company car.

The Executive Director's remuneration structure does not provide for an annual variable remuneration.

C. REMUNERATION POLICIES OF COMPARABLE COMPANIES. PARTICIPATION OF EXTERNAL ADVISORS.

At the meeting held on 19 December 2022, the Nomination and Compensation Committee, for the purpose of proposing the determination of the individual remuneration of Directors for their status as such referred to above, took into account in its analysis the main conclusions on remuneration of the Spencer Stuart Index, a report that analyses 100 listed companies, including those of the Ibex-35. On the basis of the analysis carried out, it was agreed to raise the amounts of the remuneration of Directors for their status as such, as explained in section B of this report.

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.

A.1.2 The relative importance of variable remuneration items compared to the fixed remuneration items (remuneration mix) and what criteria and goals have been taken into account in determining them and to guarantee an appropriate balance between the fixed and variable components of remuneration. In particular, state the actions taken by the company in relation to the remuneration system to reduce exposure to excessive risks and to adapt it to the company's long-term goals, values and interests. This may include, where appropriate, a reference to measures established to ensure that the company's long-term results are factored into the remuneration policy, measures taken in relation to categories of employees that perform professional activities with material repercussions on the entity's risk profile and measures aimed at preventing conflicts of interest.

Moreover, state whether the company has established any period of accrual or consolidation of certain variable remuneration items, in cash, shares or other financial instruments, a period of deferral in the payment of amounts or delivery of financial instruments already accrued and consolidated, or whether any clause has been agreed to reduce deferred remuneration not yet consolidated or oblige the director to return remuneration received, when such remuneration has been based on data which has subsequently been clearly proven to be inaccurate..

With respect to the Director for their status as such, the Remuneration Policy is aimed at compensating Directors properly for the dedication and responsibility, without jeopardising their independence under any circumstances. In this regard, the remuneration of Director for their status as such consists exclusively of a fixed remuneration in cash. As mentioned above, in order to ensure that this remuneration is appropriate and in line with market criteria and the reality of the Company, the Nomination and Compensation Committee, at its meeting of 19 December 2022, conducted a comparative analysis based essentially on the Spencer Stuart Index of Listed Companies, with a special focus on the analysis of directors' remuneration in 100 listed companies, including all those belonging to the Ibex-35. As a result of this analysis, the remuneration of Directors for their status as such was updated as referred to in section A.1.1. of this report.

Furthermore, in accordance with the provisions of the Remuneration Policy, only the Executive Directors of the Company have, in addition to a fixed remuneration, variable elements as part of their 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 58.3% and the pluriannual variable remuneration represents 41.6% of the total remuneration, on the basis of 100% performance of the goals established. The Executive Director has no annual variable remuneration in his remuneration structure.

In addition, the Executive Director is entitled to certain corporate benefits.

In any case, the terms and conditions of the variable components of the Executive Directors' remuneration, when applicable, always can be adjusted according to the degree of achievement of the goals set, even without accrual of variable remuneration in the event that the goals have not been achieved by a minimum percentage of 70%, nor is there any guaranteed variable remuneration.

On the other hand, the main objective of the Company's Remuneration Policy is the creation of value in a sustained manner over time, ensuring its transparency and objectivity. In this regard:

The annual variable remuneration is determined on the basis of the achievement of two financial instruments goals linked to the value of the Group in the short term. On the other hand, the achievement of two qualitative goals, linked to the degree of progress and implementation of the strategic project for the transformation of the Company, called ATENEA and the ESG (Environmental, Social and Governance) Strategic Plan 2025.

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' interestsin terms of contributing to the generation of value for them.

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, if applicable, approved by the Company's General Shareholders Meeting.

Finally, 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.

A.1.3 Amount and nature of the fixed components that directors are expected to accrue during the year for their status as such.

The amount and nature of the fixed components of the Directors' remuneration in their capacity as such which are expected to accrue in the current year 2023 are detailed individually in section A.1.1 letter B of this report. These amounts are presented below on an aggregate basis taking into account the number of Directors and Committees:

  • Fixed remuneration for Board of Directors membership: 935,000 euros per year.
  • Fixed remuneration for committee membership: 200,000 euros per year.
  • Fixed remuneration for Chairing committees: 60,000 euros per year.

The total amount provided in the 2023 financial year for Directors for their status as such will be 1,195,000 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.

A.1.4 Amount and nature of the fixed components that will be accrued in the year for executive directors' performance of senior management duties.

The amount and nature of the fixed components of the remuneration of Executive Directors that are expected to be accrued during the year are detailed individually in section A1 of this report.

The total aggregate amount of the fixed components of the remuneration of Directors with executive duties expected to be accrued for the current year 2023 is 1,064,700 euros per year.

A.1.5 The amount and nature of any component of remuneration in kind that will be accrued in the financial year including, but not limited to the insurance premiums paid for the director.

No remuneration in kind is specified for the Directors for their status as such or for the Executive Chairman of the Company's Board of Directors.

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 2023 financial year to around 6,000 euros per year.
  • The sum of the company car is expected to rise in the 2023 financial year to around 6,000 euros per year.
  • A.1.6 Amount and nature of the variable components, differentiating between those established in the short and long term. Financial and non-financial parameters, the latter including social, environmental and climate change parameters, selected to determine the variable remuneration in the current year, an explanation of the extent to which these parameters relate to the performance of both the director and the entity and to its risk profile, and the methodology, period required and techniques envisaged to determine, at the end of the year, the degree of compliance with the parameters used to design the variable remuneration, explaining the criteria and factors applied as to the time required and the methods used to verify the actual fulfilment of the performance and any other conditions applicable to the accrual and consolidation of each variable remuneration component.

State the range, in monetary terms, of the different variable components according to the degree of compliance with the objectives and parameters set, and whether there is any maximum monetary amount in absolute terms.

Amount and nature of variable components. Parameters selected to determine the variable remuneration in the current financial year.

As set out in the 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.

The annual variable remuneration contains both financial and non-financial parameters, while multi-year variable remuneration contains only financial parameters. In both cases, both systems are related to the professional performance of their beneficiaries and are defined on a predetermined, measurable basis and allow for short-term performance remuneration.

Annual Variable Remuneration

The annual variable remuneration applicable to the Executive Chairman, Mr. Francisco José Riberas Mera, for the financial year 2023 contains financial parameters, with a relative weight of 75% of the total annual variable remuneration and non-financial parameters with a relative weight of 25%:

  • The financial instruments are linked to the fulfilment of two economic and financial goals with different levels of weighting: 60% linked to consolidated EBITDA and 40% linked to free cash flow, as set out in the annual budget. The degree of fulfilment of said goals is calculated by comparing the actual value attained during the year with the target value defined in the annual budget.
  • The non-financial parameters are linked to the achievement of two nonfinancial goals with the same level of weighting, 12.5% each. These parameters consist of:
  • on the one hand, the Company's strategic transformation programme, called ATENEA, launched in 2021, the achievement and progress of which is analysed by the Board of Directors on a regular basis. 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 achievement rate or progress of the commitments made for the reference year as determined by the Management Committee of the project and subsequently verified by the Nomination and Compensation Committee;
  • on the other hand, the ESG 2025 Strategic Plan, which was proposed by the Sustainability Committee for approval by the Board of Directors on 19 December 2022. This plan aims, through a series of initiatives with a 3 year time horizon, to create value for the Group in a sustained manner over time, improve competitiveness and mitigate risks with the ultimate aim of aligning the interests of the Group with those of society in general, and with the different stakeholders in particular. Its degree of achievement is calculated by the Group's Sustainability Committee, subsequently validated by the Sustainability Committee and verified by the Nomination and Compensation Committee.

The amount of overall annual variable remuneration is calculated by taking the target variable remuneration as the basis and applying a percentage to the amount based on the degree of fulfilment of each goal established and its relative weight. For each target pay curve has a minimum threshold of 70% and a maximum threshold of 120%. If the result achieved is less than 70%, no variable remuneration is accrued for that target, and if it is between the minimum threshold (70%) and the maximum threshold (120%), it is remunerated according to the percentage actually achieved. Beyond the maximum 120% threshold, 120% remuneration is given regardless of the resulting figure.

The amount of the Executive Chairman's target variable remuneration for 2023 amounts to 321,300 euros per annum, assuming 2023 a performance percentage of 100%, as approved by the Board of Directors at its meeting on 19 December 2022, on the proposal of the Nomination and Compensation Committee.

Pluriannual Variable Remuneration

The 2022 Long-Term incentive scheme was approved by the Board of Directors at its meeting of 29 October 2020, following a proposal by the Nomination and Compensation Committee. This long-term incentive scheme applicable, among other Company's directors, to Mr. Francisco López Peña, Chief Executive Officer, is linked to the achievement by the end of the period of a financial and economic target set forth in the Group's Strategic Plan and related to shareholder interests, insofar as it is linked to the creation of value for the Group. Fulfilment of the target entitles the beneficiary to receive a cash amount within the first six months of the financial year 2023, once the fulfilment of the economic target to which the Incentive Scheme is linked has been verified following the formulation by the Board of Directors, the audit by the external auditor and the approval of the 2022 Consolidated Financial Statements by the General Shareholders Meeting and provided that the beneficiary remains in the Group until the date of its settlement. For the purposes of the 2022 Incentive Scheme, the Group's value creation is determined as the difference in value of the Group between 1 January 2019 and 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 Nomination and Compensation Committee, at its meeting of 27 February 2023, verified the degree of compliance with the objective defined in the Long-Term Incentive Scheme based on the consolidated information of the Group's Annual Accounts 2022, and the result of this component was approved by the Board of Directors at its meeting of the same date. However, the right to receive the incentive is conditional upon the director continuing to render services at the time of settlement, in the first six months of 2023, following the preparation, audit and approval of the Group's annual accounts. In this respect, the percentage of achievement of the objective verified by the Nomination and Compensation Committee and approved by the Board of Directors was 105%, which will be reflected in section C of this report next year, once the permanence of the director at the time of settlement of the Scheme has been verified.

At the same time, work is underway to define a new Long-Term Incentive Scheme for the period 2023-2025, which will be reported on in the following year, as the terms of this Scheme have not been defined at the date of this report.

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 the statement's audit and its approval by the General Shareholders Meeting.

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 Indicate the conditions that must be met in the contracts of those performing senior management duties as executive directors. Among other information, indicate the term, limits on the sum of severance payments, long-service clauses, advance notice deadlines and payment in substitution of the advance notice, as well as any other clauses relating to contract premiums, compensation or redundancy payments for early termination or termination of the contractual relationship between the company and the executive director. Include the non-compete, exclusivity, longservice or loyalty agreements and post-contractual non-compete clauses, among other items, unless they have been explained in the previous section.

Characteristics of the contract signed with Mr. Francisco José Riberas Mera, Executive Chairman:

  • 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 on his own account or on behalf of others, by himself or through third parties, 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.
  • Limit. The total amount of the compensation to be paid, where appropriate, to the Executive Chairman by virtue of the contract, may not exceed in aggregate two years of his annual fixed and annual variable 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:

  • 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. In the event of (i) termination of office before 31 December 2023 caused by a unilateral decision of the Company not arising from a serious and culpable breach by the Executive Director, or (ii) resignation of the Executive Director before 31 December 2023 as a result of a change of control of the Company; the Executive Director shall be entitled to receive a gross indemnity equal to:
  • The amount of the fixed remuneration in force at the time of termination or resignation, which the Director would have received had he/she continued in office from the date of termination or resignation until 31 December 2023, subject to a limit of two annual payments of his/her fixed remuneration and provided that the Long-Term Incentive of which the Executive Director is a beneficiary would have generated a right to payment.
  • The amount of two annuities of the fixed remuneration established by contract, in the event that the Long-Term Incentive of which the Executive Director is a beneficiary has not generated any right to payment.
  • Limit. 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 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 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.
    • 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 to apply to the current financial year.

At the date of drafting this report, it is expected that the Board of Directors will propose to the General Shareholders Meeting of the Company the approval of a new Remuneration Policy with effect from 1 January 2024, given that the term of the current Remuneration Policy ends on 31 December 2023.

Additionally, at its meeting of 19 December 2022, the Nomination and Compensation Committee approved the proposal to include ESG goals in the annual variable remuneration structure of the Executive Chairman, within the framework established in the Remuneration Policy.

Furthermore, as mentioned above, the Company is working on a new Long-Term Incentive Scheme, which is expected to be approved during the 2023 financial year and which will be reported on in the Annual Remuneration Report for the aforementioned 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 10 May 2022 approved as a separate item on the agenda, on an advisory basis, and with 97.34% of votes in favour, the Annual Report on the Remuneration of Company Directors for financial year 2021. This agreement obtained 2.63% votes against and 0.03% abstentions. In this respect, it is noted that no intervention was made by any shareholder on this agenda item.

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 envisaged.

B 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 compensation committee, the decisions taken by the board of directors and, where applicable, the identity and role of the external advisors whose services have been used in the process of applying the remuneration policy during the previous financial year.

The process followed to apply the 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 held on 20 December 2021, approved, following a proposal by the Nomination and Compensation Committee, the maintenance of the amount of the fixed remuneration of the Directors for their status as such, during the financial year 2022, with the remuneration determinations of the Directors for their status as such remaining, therefore, in the same manner as during the previous financial year, that is to say:

  • 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 2022 was 1,075,000 euros per year and, therefore, lower than the overall maximum limit established in the Remuneration Policy in force at that time (1,200,000 euros per year). The difference with respect to the remuneration amount for 2021 is explained in section B.5 of this report.

In relation to the Executive Directors, the following determinations were approved:

  • Executive Chairman. It was approved to maintain the same fixed and variable remuneration as that established the previous year:
    • o Annual fixed remuneration: 714,000 euros.
    • o Annual variable remuneration: 306,000 euros.
  • Executive directors. It was approved to maintain the same fixed and variable remuneration as that established the previous year:
    • o Annual fixed remuneration: 300,000 euros.

o Annual variable remuneration: No annual variable remuneration component was defined in its remuneration structure. Long-term variable remuneration. It was agreed to maintain the longterm incentive of which he was a previous beneficiary, amounting to 3,000,000 euros for a level of 100% achievement.

Furthermore, during its meeting held on 28 February 2022, the Nomination and Compensation Committee verified the degree of compliance with the variable remuneration component of Executive Director, as for financial year 2021, well as the outcome of such component. It was subsequently approved by the Board of Directors at its meeting on the same date. In this respect, the percentage of achievement of the 2021 targets was 101.9% and therefore the Executive Chairman of the Board of Directors received 331,814 euros. The total achievement rate is the result of applying the following calculations:

(Financial components 75% *Achievement rate 104.2%) + (Non-financial component 25% *Achievement rate 95%).

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 10 May 2022.

Furthermore, during its meeting held on 27 February 2023, the Nomination and Compensation Committee verified the degree of compliance with the variable remuneration component of Executive Director, as for financial year 2022, well as the outcome of such component. It was subsequently approved by the Board of Directors at its meeting on the same date. In this respect, with respect to the Executive Chairman, the percentage of achievement of the objectives for the financial year 2022 was 108.5%. Thus, the Executive Chairman will receive 332,000.01 euros for this concept once the Consolidated Annual Accounts for the financial year 2022 are audited by the Company's external auditor and, if applicable, approved by the General Shareholders Meeting of the Company to be held in 2023. The total achievement rate is the result of applying the following calculations:

(Financial components 75% *Achievement rate 112.9%) + (Non-financial component 25% *Achievement rate 95%).

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.

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, being recurring, 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 Scheme 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.

In addition, and in both cases, the systems are based on strictly objective criteria, the components of which are sufficiently flexible to allow their adjustment according to the degree of achievement of the objectives set, even without accrual of variable remuneration in the event that the Company's objectives have not been achieved in a minimum percentage, and variable remuneration is therefore not guaranteed.

All of the targets set per year for the directors with executive duties, as well as their levels of achievement, are proposed by the Nomination and Compensation Committee and approved by the Board of Directors 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.

The Nomination and Compensation Committee, in its meeting on 19 December 2022, verified and confirmed the compliance of the Remuneration Policy applied in 2022.

As regards the remuneration of the Directors for their status as such, the following amounts were verified for financial year 2022, as agreed by the Board of Directors on 20 December 2021, and it was verified that the same did not exceed the maximum annual amount of 1,200,000 euros as defined in the current Remuneration Policy. The aggregate amounts for all Directors for their status as such that have been accrued and paid in financial year 2022 are as follows:

  • Fixed remuneration for Board of Directors membership: 880.000euros.
  • Fixed remuneration for committee membership: 150.000euros.
  • Fixed remuneration for chairing a committee: 45,000 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 19 December 2022, concluded that it complied with the Remuneration Policy and the resolutions agreed upon for financial year 2022 by the Board of Directors, as proposed by the Nomination and Compensation Committee, in its meeting of 20 December 2021.

The amount and nature of the fixed components of the remuneration of the Executive Directors that were accrued in 2022 were as follows:

  • Fixed remuneration of the Executive Chairman of the Board of Directors: 714,000 euros.
  • Fixed remuneration Executive Director: 300,000 euros.

The fixed remuneration earned by the Directors for their executive duties is not linked to the achievement of results or other performance measures.

As regards the Executive Chairman's annual variable remuneration, it is based on financial and non-financial parameters. As regards the financial parameters, any variation in the Company's performance has a direct impact on this remuneration. In terms of non-financial parameters, 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 longterm sustainability.

Furthermore, during its meeting held on 27 February 2023, the Nomination and Compensation Committee verified the degree of compliance with the variable remuneration component of Executive Director, as for financial year 2022, well as the outcome of such component. It was subsequently approved by the Board of Directors at its meeting on the same date. In this respect, with respect to the Executive Chairman, the percentage of achievement of the objectives for the financial year 2022 was 108.5%. Thus, the Executive Chairman will receive 332,000.01 euros for this concept once the Consolidated Annual Accounts for the financial year 2022 are audited by the Company's external auditor and, if applicable, approved by the General Shareholders Meeting of the Company to be held in 2023.

The total achievement rate is the result of applying the following calculations:

(Financial components 75% *Achievement rate 112.9%) + (Non-financial component 25% *Achievement rate 95%).

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 501,430,034 87.13
Number % of votes
cast
Votes against 13,182,173 2.63
Votes in favour 488,095,861 97.34
Blank votes 0 0
Abstentions 152,000 0.03

It is noted for the record that no intervention was made by any shareholder in respect of item 7 on the agenda of the Ordinary General Shareholders Meeting held on 10 May 2022, regarding the advisory vote on the Annual Report on the Remuneration of Directors for financial year 2021.

B.5 Explain how the fixed components accrued and consolidated during the year by directors for their status as such, the relative proportion for each director and how they varied compared with the previous year have been determined:

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 2022 by the Board of Directors at its meeting on 20 December 2021, 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. The relative proportion of each Director's fixed remuneration for the year ended and the previous year is set out below:

Name Relative
weight 2022
Relative weight
2021
MR ALBERTO RODRÍGUEZ-FRAILE DÍAZ 10.2% 10.8%
Ms ANA GARCÍA FAU 10.2% 10.5%
MR CÉSAR CERNUDA REGO 10.2% 9.6%
MR PEDRO SAINZ DE BARANDA 8.8% 9.4%
MR JAVIER RODRÍGUEZ PELLITERO 8.8% 9.7%
Ms CONCEPCIÓN RIVERO BERMEJO 8.8% 8.7%
MR GONZALO URQUIJO FERNÁNDEZ DE ARAOZ 8.8% 9.4%
MR NORIMICHI HATAYAMA 7.4% 7.9%
MR JUAN MARÍA RIBERAS MERA 8.8% 9.4%
MR TOMOFUMI OSAKI 0.0% 2.0%
Ms LORETO ORDOÑEZ 8.8% 6.0%
Ms CHISATO EIKI 8.8% 6.8%
Total 100.0% 100.0%

The change from 2021 is due to the removal of Mr Tomofomi Osaki effective 28 March 2021, the appointment of Ms Chisato Eiki effective 1 April 2021, the appointment of Ms Loreto Ordoñez on 6 May 2021 and the creation of the Sustainability Committee on 3 June 2021.

The remuneration of each of the Directors for their status as such during the 2022 financial year was based on the following functions:

  • Mr Alberto Rodríguez-Fraile Díaz was remunerated as a member of the Board of Directors for his membership and chairmanship of the Nomination and Compensation Committee.
  • Ms Ana García Fau was remunerated as a member of the Board of Directors for her membership and chairmanship of the Audit Committee.
  • Mr César Cernuda Rego was remunerated as a member of the Board of Directors, as well as for his membership and chairmanship of the Sustainability Committee.
  • Mr Pedro Sainz De Baranda was remunerated as a member of the Board of Directors and for his membership of the Nomination and Compensation Committee.
  • Mr Javier Rodríguez Pellitero was remunerated as a member of the Board of Directors and for his membership of the Audit Committee.
  • Ms Concepción Rivero Bermejo was remunerated as a member of the Board of Directors and for her membership of the Sustainability Committee.
  • Mr Gonzalo Urquijo Fernández De Araoz was remunerated as a member of the Board of Directors and for his membership of the Nomination and Compensation Committee.
  • Mr Norimichi Hatayama was remunerated exclusively as a member of the Board of Directors.
  • Mr Juan María Riberas Mera was remunerated as a member of the Board of Directors and for his membership of the Audit Committee.
  • Ms Loreto Ordoñez Solís was remunerated as a member of the Board of Directors and as a member of the Sustainability Committee.
  • Ms Chisato Eiki was remunerated as a member of the Board and for her membership of the Sustainability Committee.
  • B.6 Explain how the salaries accrued and consolidated 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 2022 was established by the Board of Directors in its meeting held on 20 December 2021, 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:

  • Annual fixed remuneration: 714,000 euros.
  • Annual variable remuneration: 306,000 euros.

Executive Director: it was agreed to maintain the same remuneration applied in the previous year:

  • Annual fixed remuneration: 300,000 euros per year.
  • Pluriannual variable remuneration: 3,000,000 euros assuming a performance rate of 100%.

B.7 Explain the nature and main features of the variable components of the remuneration systems accrued and consolidated 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 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.
  • 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 approved by the Board of Directors. As both the annual variable remuneration and the pluriannual variable remuneration are variable remuneration systems linked to the achievement of quantifiable financial and economic goals that are included in the Group's Consolidated Financial Statements, their consolidation and payment is deferred until the external audit and approval thereof by the General Shareholders Meeting.

The annual variable remuneration applicable to the Executive Chairman, Mr Francisco José Riberas Mera, for the financial year 2022 contains financial parameters, with a relative weight of 75% of the total annual variable remuneration and non-financial parameters with a relative weight of 25%.

The financial instruments are linked to the fulfilment of two economic and financial goals with different levels of weighting: 60% linked to consolidated EBITDA and 40% linked to free cash flow, as set out in the annual budget. The degree of fulfilment of said goals is calculated by comparing the actual value attained during the year with the target value defined in the annual budget.

The non-financial parameter is linked to the degree of progress and implementation of the Company's strategic transformation programme, called ATENEA, launched in 2021, which is periodically presented to the Board of Directors to review its degree of achievement and progress. 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 achievement rate or progress of the commitments made for the reference year as determined by the Management Committee

The amount of overall annual variable remuneration is calculated by taking the target variable remuneration as the basis and applying a percentage to the amount based on the degree of fulfilment of each goal established and its relative weight. The payout curve has a minimum threshold of 70% and a maximum threshold of 120% for each of the defined objectives. If the result achieved is less than 70%, no amount will be paid for the objective in question, and if it is between the minimum (70%) and maximum (120%) thresholds, an amount will be paid that varies according to the percentage actually achieved. Beyond the maximum 120% threshold, 120% remuneration will be given regardless of the resulting figure.

The target amount of the Executive Chairman's annual variable remuneration in 2022 is 306,000 euros per annum, assuming a performance percentage of 100%, as determined by the Board of Directors at its meeting on 20 December 2021, on the proposal of the Nomination and Compensation Committee.

Furthermore, during its meeting held on 27 February 2023, the Nomination and Compensation Committee verified the degree of compliance with the variable remuneration component of the Executive Chairman, as for financial year 2022, well as the outcome of such component. It was subsequently approved by the Board of Directors at its meeting on the same date. In this sense, the percentage of achievement of the objectives for the financial year 2022 was 108.5%. Thus, the Executive Chairman will receive 332,000.01 euros for this concept once the Consolidated Annual Accounts for the financial year 2022 are audited by the Company's external auditor and, if applicable, approved by the General Shareholders Meeting of the Company to be held in 2023.

The total achievement rate is the result of applying the following calculations:

(Financial components 75% *Achievement rate 112.9%) + (Non-financial component 25% *Achievement rate 95%).

Explain the long-term variable components of the remuneration systems

The aim of the 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. In 2023, it will be settled in cash within the first six months of the financial year 2023, once the fulfilment of the economic objective to which the Scheme is linked has been verified following the external audit and following the approval of the Consolidated Financial Statements for the financial year 2022 by the General Shareholders Meeting and provided that the Executive Director remains in the Group until the date of its settlement.

For the purposes of the Long-Term Incentive Scheme 2022, 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 result achieved is less than 70%, no amount will be paid for the objective in question, and if it is between the minimum (70%) and maximum (120%) thresholds, an amount will be paid that varies according to the percentage actually achieved. Beyond the maximum 120% threshold, 120% remuneration will be given regardless of the resulting figure.

Thus, the amount of 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 Indicate whether certain accrued variable components have been reduced or claimed back when, in the first case, payment of unconsolidated amounts has been deferred or, in the second case, consolidated and paid, on the basis of data whose inaccuracy has subsequently been manifestly demonstrated. Describe the amounts reduced or refunded by applying the malus or 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.

During 2022 financial year, there has been no payment or compensation for normal or early termination, or arising from the normal or early termination of a contractual relationship in relation to any of the members of the Board of Directors.

B.11 State whether there have been any significant changes in the contracts of those performing senior management duties as executive directors and, where applicable, explain them. In addition, explain the main conditions of the new contracts signed with executive directors during the year, unless they have been explained in section A.1.

During the financial year 2022, there were no changes to the contracts of those holding senior management positions 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 aforementioned Policy, the Company offered certain key executives for the Group, including the Managing Director, Mr Francisco López Peña, the possibility of purchasing Company shares at market price. For this purpose, the Company offered these Executives (among them, Mr Francisco López Peña) a loan at the legal monetary interest rate, and consequently, this loan is not considered for any purpose to be part of the remuneration of the Executives benefiting from it.

B.14 Set out the remuneration in kind accrued by the directors during the year, briefly explaining the nature of the different salary components.

The Remuneration Policy does not provide for any remuneration in kind for Directors for their status as such.

With regard to Directors with executive duties, Mr Francisco López Peña has a company vehicle and life insurance, in accordance with the policy established for employees who form part of the Group's corporate services and the provisions in the Remuneration Policy. The amounts accrued are as follows:

• Life insurance premiums amounting to approximately 6,000 euros.

• Company car amounting to approximately 6,400 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 Norimichi Hatayama and Ms Chisato Eiki (whose were appointed on 2 April 2020 and 1 April 2021, respectively)–, totalled 175,000 euros during financial year 2022 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 during the year in relation to any other remuneration item other than those listed above, regardless of its nature or the group entity paying it, including all benefits in any form, such as when it is considered a related-party transaction or, especially, when it significantly affects the true and fair view of the total remuneration accrued by the director; explaining the amount granted or pending payment, the nature of the consideration received and the reasons why it would have been considered, where appropriate, that it does not constitute remuneration to the director in his/her status as such or in consideration for the performance of his/her executive duties, and whether or not it has been considered appropriate to include it among the amounts accrued in the "other items" section of section C.

As of the reporting date, there are no remuneration items other than those indicated above for the Company's Directors that were accrued during the previous financial year.

C DETAILED INFORMATION ON THE INDIVIDUAL REMUNERATION RELATING TO EACH OF THE DIRECTORS

Name Type Accrual period: t financial year
MR FRANCISCO JOSÉ RIBERAS MERA Executive From 01/01/2022 to 31/12/2022.
MR FRANCISCO LÓPEZ PEÑA Executive From 01/01/2022 to 31/12/2022.
MR ALBERTO RODRÍGUEZ-FRAILE DÍAZ Independent From 01/01/2022 to 31/12/2022.
Ms ANA GARCÍA FAU Independent From 01/01/2022 to 31/12/2022.
MR CÉSAR CERNUDA REGO Independent From 01/01/2022 to 31/12/2022.
MR PEDRO SAINZ DE BARANDA Independent From 01/01/2022 to 31/12/2022.
MR JAVIER RODRÍGUEZ PELLITERO Independent From 01/01/2022 to 31/12/2022.
Ms CONCEPCIÓN RIVERO BERMEJO Independent From 01/01/2022 to 31/12/2022.
MR GONZALO URQUIJO FERNÁNDEZ DE ARAOZ Other External From 01/01/2022 to 31/12/2022.
Directors
MR NORIMICHI HATAYAMA Proprietary From 01/01/2022 to 31/12/2022.
MR JUAN MARÍA RIBERAS MERA Proprietary From 01/01/2022 to 31/12/2022.
Ms LORETO ORDOÑEZ Independent From 01/01/2022 to 31/12/2022.
Ms CHISATO EIKI Proprietary From 01/01/2022 to 31/12/2022.

C.1 Complete the following tables on the itemised remuneration for each of the directors (including remuneration for performing executive duties) accruing during the year.

a) Remuneration from the company issuing this report:

Fixed
remunera
tion
Attendan
ce fees
Remuner
ation for
members
hip on
board
committe
es
Salaries Short
term
variable
remunera
tion
Long
term
Severance
payments
Other
items
Total
year 2022
Total
Name variable
remunera
tion
Year
2021
MR
FRANCISCO
JOSÉ RIBERAS
MERA
0 0 0 714 332 0 0 0 1046 1,026
MR
FRANCISCO
LÓPEZ PEÑA
0 0 0 300 0 0 0 12 312 317
MR ALBERTO
RODRÍGUEZ
FRAILE DÍAZ
80 0 30 0 0 0 0 0 110 110
Ms ANA
GARCÍA FAU
80 0 30 0 0 0 0 0 110 107
MR CÉSAR
CERNUDA
REGO
80 0 30 0 0 0 0 0 110 97

i) Remuneration accrued in cash (in thousands of €)

MR PEDRO
SAINZ DE
BARANDA
80 0 15 0 0 0 0 0 95 95
MR JAVIER
RODRÍGUEZ
PELLITERO
80 0 15 0 0 0 0 0 95 99
Ms
CONCEPCIÓN
DEL RIVERO
BERMEJO
80 0 15 0 0 0 0 0 95 89
MR GONZALO
URQUIJO
FERNÁNDEZ
DE ARAOZ
80 0 15 0 0 0 0 0 95 95
MR
NORIMICHI
HATAYAMA
80 0 0 0 0 0 0 0 80 80
MR JUAN
MARÍA
RIBERAS
MERA
80 0 15 0 0 0 0 0 95 95
Ms LORETO
ORDOÑEZ
80 0 15 0 0 0 0 0 95 61
Ms CHISATO
EIKI
80 0 15 0 0 0 0 0 95 69

The level of achievement of the objective defined in the 2022 Long-Term Incentive Scheme of which the executive director is a beneficiary has been verified by the Nomination and Compensation Committee and approved by the Board of Directors at its meetings of the same date on 27 February 2023, although the right to receive the incentive is conditional upon the Director continuing to render services at the time of settlement, in the first six months of 2023, following the formulation, audit and approval of the Group's Annual Accounts, as explained in section A1.6 of this report.

Remarks

ii) Table showing activity in share-based remuneration systems and gross profit from consolidated shares or financial instruments

Financial instruments at
beginning of year t
granted during year t Financial Instruments Financial instruments consolidated during the year Mature
instrume
Financial instruments at
nts not
end of year t
exercised
Name Name
of the Plan
No. of
instruments
No. of
equivalent
shares
No. of
instruments
No. of
equivalent
shares
No. of
instrume
nts
No.
Equivalent /
Vested
shares
Vested
share
price
Gross profit on
vested shares or
financial
instruments
(thousands €)
No.
Instrume
nts
No. of
instruments
No. of
equivale
nt shares
Scheme 1
Director 1 Scheme 2

Remarks

iii) Long-term savings systems

Remuneration for vesting
to savings schemes
Director 1
Company's contribution for the year (thousands of €) Amount of accumulated funds
Savings schemes
with vested
economic rights
Savings schemes
with non-vested
economic rights
(thousands of €)
Name Year t Year t-1
Year t Year t-1 Year t Financial
Year
t-1
Schemes
with vested
economic
rights
Schemes
with non
vested
economic
rights
Schemes
with vested
economic
rights
Schemes
with non
vested
economic
rights
Director 1
Remarks

iv) Details of other items

Name Item Remuneration amount
Director 1
Remarks

b) Remuneration paid to directors of the listed company for their membership of the governing bodies of its subsidiaries:

i) Remuneration accrued in cash (in thousands of €)

Name Fixed
remuneratio
n
Attendanc
e fees
Remuneratio
n for
membership
on board
committees
Salar
y
Short-term
variable
remuneratio
n
Long-term
variable
remuneratio
n
Severanc
e
payment
s
Othe
r
items
Tota
l
year
2021
Tota
l
year
2020
MR
FRANCISCO
JOSÉ
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
Ms ANA
GARCÍA
FAU
0 0 0 0 0 0 0 0 0 0
MR CÉSAR
CERNUDA
REGO
0 0 0 0 0 0 0 0 0 0
MR PEDRO
SAINZ DE
BARANDA
0 0 0 0 0 0 0 0 0 0
MR JAVIER
RODRÍGUEZ
PELLITERO
0 0 0 0 0 0 0 0 0 0
Ms
CONCEPCIÓ
N DEL
RIVERO
BERMEJO
0 0 0 0 0 0 0 0 0 0
MR
GONZALO
URQUIJO
FERNÁNDE
Z DE ARAOZ
0 0 0 0 0 0 0 0 0 0
MR
NORIMICHI
HATAYAMA
0 0 0 0 0 0 0 0 0 0
MR JUAN
MARÍA
RIBERAS
MERA
0 0 0 0 0 0 0 0 0 0
MR
TOMOFUMI
OSAKI
0 0 0 0 0 0 0 0 0 0
Ms LORETO
ORDOÑEZ
0 0 0 0 0 0 0 0 0 0
Ms
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

Name Name
of the Plan
Financial instruments
at beginning of year t
Financial Instruments
granted during year t
Financial instruments consolidated during the year Financial instruments at end
of year t
No. of
instrume
nts
No. of
equivale
nt shares
No. of
instrume
nts
No. of
equivale
nt shares
No. of
instrume
nts
No.
equivale
nt /
vested
shares
Vested
share
price
Gross profit
on vested
shares or
financial
instruments
(thousands
€)
No.
Instrume
nts
No.
instrument
No. of
equivalent
shares
Director 1 Scheme 1
Scheme 2

iii) Long-term savings systems

Remuneration for consolidation of rights in savings systems
Director 1
Company's contribution for the year
(thousands of €)
Amount of accumulated funds
Name Savings schemes
with vested
economic rights
Savings schemes
with non-vested
economic rights
(thousands of €)
Year t Year t-1 Year t Financial
Year
t-1
Year t Year t-1
Schemes
with vested
economic
rights
Schemes
with non
vested
economic
rights
Schemes
with vested
economic
rights
Schemes
with non
vested
economic
rights
Director 1
Remarks

iv) Details of other items

Name Item Remuneration amount
Director 1
Remarks

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.

Remuneration accrued at the Company Remuneration accrued at group companies
Name Total
cash
remuner
ation
Gross
profit
from
consolid
ated
shares
or
financial
instrum
ents
Remuner
ation for
savings
systems
Remuner
ation for
other
items
Total
year t
comp
any
Total
cash
remuner
ation
Gross
profit
from
consolid
ated
shares
or
financial
instrum
ents
Remuner
ation for
savings
systems
Remuner
ation for
other
items
Total
for
the
finan
cial
year
2021
grou
p
Total
for
the
finan
cial
year
2021
comp
any +
group
MR
FRANCIS
CO JOSÉ
RIBERAS
MERA
1,046 0 0 0 1,04
6
0 0 0 0 0 0
MR
FRANCIS
CO
LÓPEZ
PEÑA
300 0 0 12 312 0 0 0 0 0 0
MR
ALBERT
O
RODRÍG
UEZ
FRAILE
DÍAZ
110 0 0 0 110 0 0 0 0 0 0
Ms ANA
GARCÍA
FAU
110 0 0 0 110 0 0 0 0 0 0
MR
CÉSAR
CERNUD
A REGO
110 0 0 0 110 0 0 0 0 0 0
MR
PEDRO
SAINZ
DE
BARAND
A
95 0 0 0 95 0 0 0 0 0 0
MR
JAVIER
RODRÍG
UEZ
PELLITE
RO
95 0 0 0 95 0 0 0 0 0 0
Ms
CONCEP
CIÓN
DEL
RIVERO
BERMEJ
O
95 0 0 0 95 0 0 0 0 0 0
MR
GONZAL
O
URQUIJO
FERNÁN
DEZ DE
ARAOZ
95 0 0 0 95 0 0 0 0 0 0
MR
NORIMI
80 0 0 0 80 0 0 0 0 0 0
CHI
HATAYA
MA
MR
JUAN
MARÍA
RIBERAS
MERA
95 0 0 0 95 0 0 0 0 0 0
MS.
LORETO
ORDOÑE
Z
95 0 0 0 95 0 0 0 0 0 0
MS.
CHISAT
O EIKI
95 0 0 0 95 0 0 0 0 0 0
Total 2,421 0 0 0 2,43
3
0 0 0 0 0
Remarks

C.2 Indicate the changes over the last five years in the amount and percentage change in the remuneration earned by each of the listed company's directors during the year, in the consolidated results of the company and in the average remuneration on a full-time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listed company.

Total amounts accrued and % annual variation
2022 %
2022/2021
variation
2021 %
2021/2020
variation
2020 %
2020/2019
variation
2019 %
2019/2018
variation
2018
Executive
directors.
MR
FRANCISCO
JOSÉ
RIBERAS
MERA
1,046 2% 1026 77% 579 -41% 974 1% 960
MR
FRANCISCO
LÓPEZ PEÑA
312 -1% 317 -56% 724 -9% 793 2% 780
External
Directors
MR
ALBERTO
RODRÍGUEZ
FRAILE DÍAZ
110 0% 110 17% 94 -15% 110 5% 105
Ms ANA
GARCÍA FAU
110 3% 107 32% 81 -15% 95 6% 90
MR CÉSAR
CERNUDA
REGO
110 13% 97 43% 68 -15% 80 7% 75
MR PEDRO
SAINZ DE
BARANDA
95 0% 95 17% 81 -15% 95 6% 90
MR JAVIER
RODRÍGUEZ
PELLITERO
95 -4% 99 5% 94 -15% 110 5% 105
Ms
CONCEPCIÓN
DEL RIVERO
BERMEJO
95 7% 89 31% 68 100% 34 - 0
MR
GONZALO
URQUIJO
FERNÁNDEZ
DE ARAOZ
95 0% 95 17% 81 -15% 95 6% 90
MR
NORIMICHI
HATAYAMA
80 0% 80 - 51 - - - -
MR JUAN
MARÍA
RIBERAS
MERA
95 0% 95 17% 81 -15% 95 6% 90
MS. LORETO
ORDOÑEZ
95 56% 61 - 0 - 0 - 0
MS. CHISATO
EIKI
95 38% 69 - 0 - 0 - 0
Consolidated
results of the
company
(K EUROS)
391,455 41% 277,712 -267% -
166,545
-150% 334,082 -7% 357,396
Average
employee
remuneration
31.1 8% 28.7 -3% 29.7 -3% 30.7 2% 30.1

Note 1: No changes are identified in the specific determinations of directors' remuneration between 2022 and 2021, although the change in amounts is due to the removal of Mr Tomofomi Osaki effective 28 March 2021, the appointment of Ms Chisato Eiki effective 1 April 2021, the appointment of Ms Loreto Ordoñez on 6 May 2021 and the creation of the Sustainability Committee on 3 June 2021.

Note 2: Change in amounts between 2020 and 2021: The change 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 and resulting in the following adjustment, applicable only in 2020:

  • Directors for their status as such: 15% reduction in the total remuneration (fixed remuneration) for the entire 2020 financial year.
  • Executive Chairman of the Company: 50% reduction in the 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 3: Individual remuneration: In order to determine the relative proportion of remunerations in the different reported financial years, we have considered the remuneration paid taking into account, the creation of a new committee, resignations as well as new additions. Specifically, the remuneration reported in financial year 2022 is based on the following functions of the individual directors:

•Mr Alberto Rodríguez-Fraile Díaz was remunerated as a member of the Board of Directors for his membership of the Nomination and Compensation Committee and his chairing of it.

•Ms Ana García Fau was remunerated as a member of the Board of Directors, for her membership in the Audit Committee and for her chairmanship in the Audit Committee.

•Mr César Cernuda Rego was remunerated as a member of the Board of Directors, as well as for his membership and chairmanship of the Sustainability Committee.

•Mr Pedro Sainz De Baranda was remunerated as a member of the Board of Directors and for his membership of the Nomination and Compensation Committee.

• Mr Javier Rodríguez Pellitero was remunerated as a member of the Board of Directors, for his membership of the Audit Committee.

• Ms Concepción Rivero Bermejo was remunerated as a member of the Board of Directors and for her membership of the Sustainability Committee.

•Mr Gonzalo Urquijo Fernández De Araoz was remunerated as a member of the Board of Directors and for his membership of the Nomination and Compensation Committee.

• Mr Norimichi Hatayama was remunerated exclusively as a member of the Board of Directors.

• Mr Juan María Riberas Mera was remunerated as a member of the Board of Directors and for his membership of the Audit Committee.

• Ms Loreto Ordoñez Solís was remunerated as a member of the Board of Directors and as a member of the Sustainability Committee.

• Ms Chisato Eiki was remunerated as a member of the Board since her appointment and for her membership of the Sustainability Committee.

Note 4 Other information: For average employee remuneration, information has been taken from the Group's Consolidated Financial Statements for Salaries plus Employee Benefits.

D 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 27 February 2023.

State whether any directors voted against or abstained in relation to the approval of this Report.

Yes No X

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

SIGN OFF OF CONSOLIDATED ANNUAL ACCOUNTS, MANAGEMENT REPORT AND ANNUAL CORPORATE GOVERNANCE REPORT

The previous Consolidated Annual Financial Statements for the fiscal year 2022, from GESTAMP AUTOMOCIÓN, S.A. and subsidiaries, included in preceding pages 1 to 159, both inclusive, the Consolidated Management Report for the year 2022 included in the preceding pages 1 to 198, both inclusive, and the Annual Corporate Governance Report included in the preceding pages 1 to 119, both included, have been sign off by the members of the Board of Directors at their meeting on February 27, 2023.

________________________________ ________________________________

________________________________ ________________________________

________________________________ ________________________________

Don Francisco José Riberas Mera Don Juan María Riberas Mera
President Vicepresident

Don Francisco López Peña Doña Chisato Eiki Vocal Vocal

Vocal Vocal

Don Norimichi Hatayama Don Alberto Rodriguez Fraile Díaz

Vocal Vocal

Don Javier Rodriguez Pellitero Don Pedro Sainz de Baranda Riva

________________________________ ________________________________

________________________________ ________________________________

________________________________ ________________________________

Vocal Vocal

Doña Ana García Fau Don César Cernuda Rego

Don Gonzalo Urquijo Fernández de Araoz Doña Concepción Rivero Bermejo Vocal Vocal

________________________________

Doña Loreto Ordóñez Vocal

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