Audit Report / Information • Feb 27, 2023
Audit Report / Information
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This document is a translation into English of an original document drafted in Spanish. This document contains:
This translation is for information purposes only, therefore, in case of discrepancy, the Spanish version shall prevail. The Spanish version of this document is available on the official website of the Company (www.gestamp.com).
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

(Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails
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.
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 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.
response Among others, our audit procedures included the following:

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:
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:
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:
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.
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:

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.
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

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

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.
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.
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.
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.
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.
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.

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:
When the Group does not hold the majority of voting rights or similar rights of the subsidiary, the Group considers all relevant facts and circumstances to assess the existence of control. This includes:
When facts and circumstances indicate changes in one or more elements determining control over a subsidiary, the Group reassesses the existence of control over such subsidiary (Note 7).
Subsidiaries are fully consolidated from the acquisition date, when the Group obtains control, and continue to be consolidated until the date when such control ceases. If the Group loses or relinquishes control of a subsidiary, the Consolidated Financial Statements include that subsidiary's results for the portion of the year during which the Group held control thereover.
The financial statements of the subsidiaries have the same closing date as the Parent Company, except for the companies mentioned in Note 2.a. The said companies have an additional closing for the financial year for their inclusion in the Consolidated Financial Statements, being elaborated with the same accounting policies in a uniform and coherent procedure.
The profit or loss of a subsidiary company is attributed to non-controlling interests, even if it involves recording a debit balance with them.
Changes in shareholding percentage that do not mean loss of control are reflected as an equity transaction. When the Group loses control of a subsidiary:
The full consolidation method is used for companies included in the consolidation scope, controlled by the Parent Company, in accordance with the definition included at the beginning of this section.
Investments in which the Group has significant influence, but not control have been consolidated under the equity method. Significant influence is the power to participate in the financial and operating policy decisions of the subsidiary but it does not imply control or joint control on those policies. Considerations to make in order to decide whether there is significant influence are similar to those made to decide whether there is control over a subsidiary.
For the purposes of preparing these Consolidated Financial Statements, significant influence is deemed to exist in investments in which the Group, directly or indirectly, holds over 20% of the investment, and in certain instances in which the Group's holding is less than 20%, but significant influence can be clearly demonstrated.
The assets and liabilities and income statements of companies included in the Consolidated Financial Statements, whose functional currency is different from the presentation currency, are translated to euros using the closing foreign exchange rates method as follows:
The differences between the net 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.
The following transactions and balances were eliminated upon consolidation:
Reciprocal receivables/payables and expenses/income relating to intra-Group transactions.

The value of non-controlling interests in the equity and profit (loss) for the year of consolidated subsidiaries is recognised in "Non-controlling interests" in "Equity" in the Consolidated Balance Sheet and in "Non-controlling interests" in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income, respectively.
The Parent Company's directors have drawn up these Consolidated Financial Statements on a going concern basis since it considered that there are no uncertainties regarding its ability to continue as a going concern.
The Group has sufficient financing in place to fund its operations. The outstanding balance at 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 |
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:
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 |
Together with the indicators given in the IFRS, the Group uses a set of alternative management indicators, since it considers that they help in the decision-making process and economic-financial situation and are widely used by investors, financial analysts and other stakeholders. These indicators are not defined by IFRS and thus may not be directly comparable with other similar indicators used by other companies.
EBITDA is an alternative management indicator because it provides useful information regarding the plants' ability to generate operating results (before financial expenses, taxes and amortisation), segments and the Group as a whole, and it is one of the indicators used by lenders to measure our financial capacity, on comparing it with debt.
EBITDA represents the operating profit before depreciation, amortisation and impairment losses. It is calculated as the difference between two aggregates defined under IFRS, without performing any adjustments thereto.
| 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.
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 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.
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:
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.
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.
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.
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 |
Line items included in the financial statements of each entity are valued using the functional currency of the primary economic environment in which it operates.
The Consolidated Financial Statements are presented in thousands of euros, and the Euro is the Group's presentation currency and the functional currency of the Parent Company.
Transactions in foreign currencies different to the functional currency of each company are translated to the Group's functional currency at the exchange rate prevailing at the date of the transaction. Exchange gains and losses arising on the settlement of these transactions or on translating foreign currency denominated monetary assets and liabilities at closing rates are recognised in the Consolidated Income Statement.
Property, plant and equipment is carried at either acquisition, transition cost to IFRS (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:
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.
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.
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).
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.
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:
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.
These intangible assets are initially measured at acquisition cost. They are assessed as having a finite useful life and are accordingly carried at cost net of accumulated amortization. Amortization is calculated using the straight-line method, based on the estimated useful life, in all instances less than 5 years; except the GESTAMP brand which is considered an asset of indefinite useful life.
Software is measured at acquisition cost.
Software acquired from third parties, recognised as assets, is amortised over its estimated useful life, which does not exceed 5 years.
IT maintenance costs are expensed as incurred.
Following the IFRS 9's criteria, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Debt financial asset instruments are subsequently measured at fair value through profit or loss (FVPL), amortised cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: the Group's business model for managing the assets; and whether the instruments' contractual cash flows represent 'solely payments of principal and interest' on the principal amount outstanding (the "SPPI criterion").
The new classification and measurement of the IFRS 9 is as follows:
The Group's financial instruments included in non-current financial assets, trade and other receivables, other current assets and current financial investments are recognised at amortised cost, taking into account the business model and the evaluation of the SPPI.
Investments in associates or joint ventures, companies in which the Group has significant influence, are accounted for using the equity method (Note 6.4).
The Group retires a transferred financial asset from the Consolidated Balance Sheet when it has transferred in full its rights to receive cash flows from the asset or, retaining these rights, when the Group has assumed a contractual obligation to pay the cash flows to the transferees, and the Group has transferred substantially all the risks and rewards of ownership of the asset.
If the entity has retained substantially all the risks and rewards of ownership of the transferred asset, the entity does not retire the transferred asset from its balance sheet and 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.
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:
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.
At year-end an impairment test is performed on intangible assets with indefinite useful lives, both at the individual level and at the CGU level, as appropriate, and when circumstances indicate that the carrying amount may be impaired.
The reduction in the fair value of 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.
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.
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.
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).
The Company earns its revenue primarily from the sale of welded and stamped parts, as well as the construction of toolings. These goods and services are delivered to customers over time and not necessarily together.
The policy of recognising the Group's income is determined by the five-stage model proposed by IFRS 15 Revenue from Contracts with Customers.
The Group's contracts are normally supply agreements for an unspecified number of orders and thus the term of each contract depends on the orders received.
The contracts are identified with the orders received from the customer, since this is when rights and obligations are created between both parties to produce the parts or build the tools.
Given that control of manufactured tools is transferred to the customer, the tools are considered contract's goods and services. Manufacturing of the tools as well as the parts necessary to ensure their correct operation is a single performance obligation.
Once the tools are manufactured, each part requested by a customer corresponds to a separate performance obligation and thus, for practical purposes, they are not considered a series, given the short duration of the orders and the little time needed to produce the parts.
Taking into account the just in time production model with customers, at year-end, there were no significant performance obligations pending execution in relation to parts.
The price agreed in the orders represents the independent sales price of the goods and services being transferred in the contracts. The Group negotiates concessions or incentives that are discounted from expected future revenue despite the fact that the number of parts ordered with each contract is not known. Some orders have variable consideration for the reviews of prices under negotiation, which are estimated based on the expected probability method and, where appropriate, they would be limited to the amount that is highly unlikely to be reversed in the future.
On certain occasions, advance payments of future discounts are applicable to the agreement, which are normally paid at the beginning of the project to the customer. This payment complies with the definition of the asset, to the extent that the associated contracts (resource criteria controlled by the company) are going to generate profit (probability criteria). Once the manufacture of the tools has been completed and the parts manufacturing phase has commenced, it is highly unlikely that the customer will cancel the project and choose another supplier, because it would mean a significant delay in its production and therefore it is probable that profit will be generated. Furthermore, it is highly probable that the payment will be recovered through sales of future parts and it is probable that economic benefits will be generated.
This payment is normally associated with the parts supply agreement to the customer, which will determine the time criteria to transfer the asset to results for the advance payment.

The accounting treatment afforded is to recognise this asset for the payment made early and to transfer it to results as reduced income when the goods and services expected in the agreement are delivered, that it, for the number of parts supplied to the customer. Given that the agreement term with the customer normally exceeds one year and the payment is made at the beginning of the project, the amount paid reflects the current net value of the asset to be recognised, hence, in subsequent periods, the corresponding finance income must accrue.
As the parts are made, goods are created that have no alternative use and the related orders generate rights and obligations wherein control of the parts is transferred to the customer.
Since the control of tools and parts is transferred over time, progress is measured using the stage-ofcompletion method. The method that best represents the progress of the Group's activities is costs incurred as a percentage of total estimated costs. If the results of a contract cannot be reliably estimated, revenue is recognised only to the extent that the expenses recognised are recoverable.
Based on historical experience and the Group's current estimates, except in extraordinary circumstances, no losses will be generated upon final settlement of the manufacturing contracts for tools under construction. Exceptionally, should it be deemed likely that costs will not be recovered, an onerous contract provision would be recognised.
There are no incremental direct costs for obtaining contracts. Performance obligations representing a guarantee do not exist either.
A residual part of income corresponds to access licences (royalties). They are recognised in line with the accrual principle.
Customer advances corresponding to tooling construction contracts reflect billing milestones and not necessarily the stage of completion of the tooling construction. Assets from contracts with customers includes the balancing entry for income recognised according to the stage of completion method for which the customer was not invoiced, deducting the customer advances received. These Assets from contracts with customers are presented at contract level with a customer.
Interest revenue is 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.
Cash and cash equivalents comprise cash on hand and demand deposits, together with short-term, highly liquid investments that are subject to an insignificant risk of changes in value. An investment is considered a cash equivalent when it has a maturity of three months or less from the date of acquisition or establishment.
Government grants are 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.
Financial liabilities are initially recognised at fair value, net of transaction costs, except financial liabilities at fair value through consolidated profit and loss. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost, measured as the difference between their cost and redemption value, using the effective interest rate method.
Liabilities maturing in less than 12 months from the Consolidated Balance Sheet date are classified as current, while those with longer maturity periods are classified as non-current.
A financial liability is retired when the obligation under the liability is discharged or cancelled or expires.
The Group carries out financial transactions in which the payment to the supplier is deferred due to the transfer of the management of the payment to a financial institution. In these cases, the Group derecognises the liability to the supplier in order to recognise a financial liability ("other short-term borrowings"). Therefore, suppliers do not include items subject to financing transactions with third parties.
Provisions are recognised when the Group has a current obligation (legal or constructive) arising as a result of a past event and it is probable that the Group will have to dispose of resources as required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at each Consolidated Balance Sheet closing date and are adjusted to reflect the current best estimate of the liability.
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:
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.
The Group has assumed pension commitments for some companies located in Germany and France.
The Group classifies its pension commitments depending on their nature in defined contribution plans and defined benefit plans. Defined contribution plans are post-employment benefit plans under which the company pays fixed contributions into a separate entity (insurance company or pension plan), and will have no legal or constructive obligation to pay further contributions if the separate company does not carry out its assumed commitments. Defined benefit plans are post-employments benefit plans other than defined contribution plans.
The Group carries out predetermined contributions into a separate entity (insurance company or pension plan), and will have no legal or implicit obligation to pay further contributions if the separate company does not have enough assets to attend employee benefits related to their services rendered in current and previous years.
The contributions made to defined contribution plans are recognised in profit and loss according to the accrual principle.
The amount posted in the Consolidated Income Statement was 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.
For defined benefit plans, the cost of providing these benefits is determined separately for each plan using the projected unit credit method. The actuarial gains and losses are recognised in Other Comprehensive Income when incurred. In subsequent years, these actuarial gains and losses are registered as equity, and are not reclassified to profit and loss.
The amounts to be recognised in profit and loss are:

The past service costs will be recognised as expenses at the earlier of the following dates (i) in the period when the plan is amended or curtailment occurs (ii) when the Group recognises related restructuring costs or benefits of termination.
The defined benefit liability (asset) is the deficit or surplus, adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.
The rate used to discount post-employment benefit obligations shall be determined by reference to market yields at the end of the reporting period on high quality corporate bonds.
The deficit or surplus is:
Plan assets comprise assets held by a long-term employee benefit fund, and qualifying insurance policies. These assets are not available to the reporting entity´s own creditors and cannot be returned to the reporting entity. Fair value is based on market price and in case of stock market values, it corresponds to published prices.
There are defined benefit schemes in Germany and France.
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.
In accordance with IFRS 16, the Group records lease transactions as follows:
The Group recognises rights of use at the commencement of the lease, i.e. the date on which the underlying asset is available for use. The rights of use are measured at cost, less accumulated amortisation and impairment losses, and they are adjusted due to any changes in the measurement of the associated lease liabilities. The initial cost of the rights of use includes the amount of the lease liabilities recognised, the initial direct costs and the lease payments made prior to the start of the lease. The incentives received are discounted at the initial cost. Unless the Group is reasonably certain of obtaining the ownership of the leased asset at the end of the lease period, the rights of use are amortised on a straight-line basis at the lower of the estimated useful life and the lease term. Rights of use are subject to the impairment analysis.
At the start of the lease, the Group recognises lease liabilities for the current value of the lease payments made during the lease period. Lease payments include fixed payments (including fixed payments in essence), less lease incentives, variable payments that depend on an index or a rate and the amounts expected to be paid to guarantee the residual value. Lease payments also include the exercise price of a purchase option if the Group has reasonable certainty that it will exercise such option and pay penalties to terminate the lease, if the lease term reflects the exercise by the Group of the option to terminate the lease. Variable lease payments that do not depend on an index or rate are recognised as expenses in the period in which the event or condition occurs triggering the payment.

When the present value of lease payments is calculated, the Group uses the incremental interest rate at the start of the lease if the implicit interest rate in the lease cannot be determined easily. After the commencement date, the amount of the lease liabilities is increased to reflect cumulative interest and it is reduced as a result of the lease payments made. Furthermore, the lease liability will be measured again in the event of a modification, a change in the lease term, a change in lease payments fixed in essence or a change in the assessment to purchase the underlying asset. The liability is also increased in the event of a change in future lease payments arising from a change in the index or rate used to determine these payments.
The Group applies the exemption from recognising the short-term lease to its machinery and equipment leases that have a lease term of 12 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.
The Group determines the lease period as the non-cancellable term of a lease, to which optional periods are added to extend the lease, if it is reasonably certain that such option will be exercised. It also includes the periods covered by the option to terminate the lease, if it is reasonably certain that such option will not be exercised.
The Group has the option, under some of its agreements, to lease assets for additional terms to the non-cancellable period. The Group is assessing whether it is reasonably certain that the option to renew will be exercised. That is, it considers all the pertinent factors that create an economic incentive to renew. After the commencement date, the Group re-assesses the lease term if there is a significant event or change in circumstances under its control affecting its ability to exercise or not exercise the renewal option. The Group includes the renewal period as part of the lease term for offices, factories and warehouses due to the importance of these assets for its operations.
The income tax recognised in the Consolidated Income Statement includes current and deferred income tax.
The income tax expense is recognised in the Consolidated Income Statement except for current income tax relating to line items in equity, which is recognised in equity and not in the income statement.
Current tax expense is the amount of income taxes payable in respect of the taxable profit for the year and is calculated based on net profit for the year before deducting tax expense (accounting profit), increased or decreased, as appropriate, by permanent and temporary differences between accounting and taxable profit as provided for in prevailing tax legislation.
The carry 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.
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.
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.
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.
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.
The preparation of the accompanying Consolidated Financial Statements under IFRS requires management to make estimates and assumptions that affect the Consolidated Balance Sheet and the Consolidated Income Statement for the year. The estimates that have a significant impact are as follows:
The Group performs an impairment test for CGUs that have assets with indefinite useful lives, mainly goodwill, or for which indications of impairment are identified in property, plant and equipment. The calculation of recoverable value is based on the discounting of cash flows. These flows are obtained from the most conservative budget and business plan for the next five years and they do not include uncommitted restructuring activities or the significant future investments that will increase the output of the asset. To calculate the value at perpetuity, a standardised period with all future hypotheses deemed reasonable and recurrent in the future is used. The calculation of recoverable amount is very sensitive to assumptions and variables that are subject to estimation and calculation: EBITDA to sales ratio, discount rate and the growth rate used in the extrapolation.
The key assumptions used to calculate the recoverable amount of the Cash Generating Units, including their sensitivity analysis, are further detailed in Note 6.7, Note 10 and Note 11.
As indicated in Note 6, some orders have variable consideration for price revisions under negotiation. To the extent that the transfer of control has already been made to the customer, but the review processes are not closed, the Group makes an estimate based on the expected probability method, to adjust the transaction price. This estimate uses the historical experience of past negotiations with each customer, as well as the forecast of reasonable scenarios.
Deferred tax assets are recognised for negative tax bases and other unused tax incentives to the extent that it is probable that taxable profit will be available against which they can be utilised. The calculation of deferred tax assets to be recognised depends on significant estimates by Management regarding the reasonable recovery period and the future tax profits.
The Group does not register deferred tax assets in the following cases: negative tax bases to be offset from subsidiaries keeping a loss history, which cannot be used to offset future tax profits from other group companies and when there are no taxable temporary differences in the company.
The cost of the defined benefit plans and other post-employment benefits and the present value of the pension obligations are determined according to actuarial valuations. The actuarial valuations imply assumptions that may differ from the real future events: discount rate, future salary increases, mortality rates and future pension increases. Since the valuation is complex and for the long-term, the calculation of the obligation for defined benefit plans is very sensitive to changes in those assumptions. All assumptions are revised at every closing date.
Note 22 contains a sensitivity analysis.
The Group's production activity requires significant investments in property, plant and equipment. The useful life of PP&E is determined according to the expected use of the asset as well as the past experience of use and duration of similar assets. The estimate of useful life is sensitive to future changes in view of the long economic life of the Group's assets. This estimate is made on the basis of the Group's historical experience, technical information and the expected use of its assets.
With respect to the useful life of intangible assets that do not have a definite useful life, including capitalised expenses implementation, it has been calculated that, based on internal analyses, their useful life does not exceed 6 years and that their recovery is linear in accordance with the consumption pattern represented by the production of the operating plants.
Also, as required by IFRS, accounting opinions have been made in applying these accounting principles. The accounting opinions formed with a significant impact are as follows:
The calculation of the CGU requires the application of the opinion to identify the smallest group of assets that generates cash inflows. In general, the smallest group of assets that generates inflows on a stand-alone basis corresponds to the operating plants, which are usually an individual trading company. However, there are specific cases in which the CGU does not correspond directly to the plants for various reasons, because the trading company groups together several nearby plants that, owing to location synergies, are managed as a unit (France, UK, Brazil), or because at a country level there is significant operational integration (Mexico, USA, Argentina).

According to IFRS 10, currently in force, Group Management assesses the existence of control of significant companies with 50% shareholdings, such as Beyçelik Gestamp Otomotive Sanayi, A.S., Gestamp Automotive India Private Ltd, Edscha Pha, Ltd. and 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:
The above activities are carried out directly by the Group since the shareholders owning the remaining shares do not have these capacities.
In the particular case of Gestamp Automotive India Private Ltd, in addition to the above, the Group holds a majority on the Board, having appointed 4 members out of a total of 6 Board members. Regarding this company the non-controlling interests corresponding to the remaining 50% shareholding are Group related parties since it is to a company controlled by shareholders of the Parent Company.
In the case of the Sideacero subgroup, the Group is deemed to have control since the remaining shareholding (66.67%) is divided equally between ACEK, Desarrollo y Gestión Industrial, S.L. and another non-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.
The Group has energy supply contracts in Spain with its electricity marketer. In these contracts, a fixed price has been set for a commitment of 103 gigawatt hours (GWh) per year, for the next 10 years from January 2022. Energy supply contracts have also been signed in Brazil equal to 79.2 GWh from renewable energy in an agreement with a total duration of 10 years from January 2024.
Depending on the energy demands foreseen for the coming years, the Group applies the exception of own use and the contract is recognised as an "executory contract".
The effect of a change in an accounting estimate is recognised in the same Consolidated Income Statement heading in which the associated income or expense was recognised under the former estimate.
The effect of this type of changes in accounting policies and the correction of errors is recognised in those cases that are significant at Group level. The cumulative effect at the beginning of the year is adjusted in the Retained earnings heading and the effect of the year itself is recognised in the Consolidated Income Statement for the year. In these cases, the figures for the previous year are modified to make them comparative, unless the rule governing the new accounting policy expressly allows the comparative figures for the previous year not to be restated.
According to IFRS 8 "Operating segments", segment information below is based on internal reports regularly reviewed by the board of directors of the Group in order to allocate resources to each segment and assess their performance.
The operating segments identified by the Group's Management Committee are based on a geographic perspective, except in the case of the companies of the Sideacero subgroup, which are integrated into a single segment due to the nature of their activity; these segments and the countries they comprise are as follows:

Each segment includes the activity of Group companies located in countries belonging to the segment, except for those in the Sideacero subgroup, which are included in the Gescrap segment.
The Group's Management Committee has managed the operating segments corresponding to continuing operations based mainly on the development of the main financial aggregates of each segment, such as EBITDA, EBIT and investments in fixed assets, while financial income and expenses, and 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
| 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:
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 |
|||||
| 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).
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.
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 | |
| 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.
| 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.
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 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.
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 |
| 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) | |||||||
| 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 |
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.
| 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: | |||||
|---|---|---|---|---|---|
| 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: |
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.
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).
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.
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 |
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%.
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.
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.
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 |
| 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.
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)).
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)).
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.
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:
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 |
| 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 | ||
|---|---|---|
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% |
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.
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).
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 | |||||||
|---|---|---|---|---|---|---|---|
| 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 |

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.
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:
Reserves held by companies consolidated under the full consolidation method are subject to a number of restrictions as to their availability depending on whether they are legal reserves, revaluation reserves or other special reserves.
The restrictions regarding the reserves mentioned above are the following:
According to prevailing legislation in the countries where these companies are located, legal reserves must reach a certain percentage of share capital, so that each year a percentage of net profit is applied to offset losses or increase share capital.
The amount of the legal reserve at 31 December 2022 and 31 December 2021 totalled 133,137 thousand euros and 125,946 thousand euros, respectively.
As a result of valuation of Property, plant and equipment at fair value, the land and buildings of certain subsidiaries were valued at their appraised values and an increase in reserves has been registered in the amount of the difference between the said assets´ fair values and the net carrying amounts registered by each company.
The reserves deriving from these revaluations, net of tax, amounted to 112 million euros at 31 December 2022 and 115 million euros at 31 December 2021, respectively (Note 11). This reserve is not distributable.
In accordance with the current legislation of the countries in which the Group operates, the distributions of dividends are governed by law. Also, restrictions exist relating to revaluation reserves, development costs and other legal restrictions, which are not significant.
The 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.
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 | |||
|---|---|---|---|
| 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 |
| 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:

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

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 | |||||||
|---|---|---|---|---|---|---|---|
| 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:
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
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 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 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.
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) |
| 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 | ||
| 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: |
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 |
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 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 |
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 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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.
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.
The amount of 12,024 thousand euros in 2022 relates mainly to:

The amount of 8,772 thousand euros in 2021 relates mainly to:
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:
"Other movements" in financial transactions: The amount of (4,696) thousand euros in 2022 relates mainly to:
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:

"Decreases" in commercial transactions: The amount of 8,307 thousand euros in 2022 (7,833 thousand euros in 2021) relates mainly to:
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.
| 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 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).
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 |
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 |
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 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.
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).
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 |
| Thousands of euros | |
|---|---|
| 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).
The Parent Company and its subsidiaries file their income tax returns separately except:
| 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.
| 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 - |
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).
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 | ||
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)).
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)).
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.
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:
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.
The Group uses the review of business plans, the study of the relationship between exposure and the present value of the cash flows arising from an investment, and the accounting vision that allows the assessment of the state and development of the different risk situations for financial risk management.
In compliance with prevailing legislation, below is a description of the main financial risks to which the Group is exposed:
The exchange rate risk mainly arises from: (i) the Group's international diversification, which leads it to invest and obtain income, results and cash flows in currencies other than the euro, (ii) payables in currencies other than those of the countries in which the companies are located that have taken the debt and (iii) accounts receivable or payable in foreign currency from the standpoint of the company recognising the transaction.
The fluctuation in the exchange rate of the currency in which a given transaction is carried out against the accounting currency may have a negative or positive impact on profit or loss and equity.
The Group operates in the following currencies:
| Euro | US dollar | Mexican peso |
|---|---|---|
| Argentine peso | Brazilian real | Pound sterling |
| Swedish crown | Polish zloty | Hungarian forint |
| Turkish lira | Indian rupee | Korean won |
| Chinese renminbi | Russian rouble | Czech crown |
| Japanese yen | Thai Baht | Romanian leu |
| Taiwanese dollar | Moroccan dirham | Bulgarian lev |
To manage exchange rate risk, the Group uses (or evaluates the possibility of using) a series of financial instruments, basically (Note 23.b.1)):
In some of the sales contracts in some countries, prices are partially adjusted according to the exchange rate, with different formulas, which offers some protection against devaluations.
The Group maintains debt in foreign currencies to reduce the sensitivity of the Net Financial Debt/EBITDA ratio to exchange rate fluctuations, and to partially offset possible losses in the value of assets due to exchange rate fluctuations, with savings in the value of liabilities.
The sensitivity of results and of equity to the changes in the exchange rates of the currencies in which the Group operates with respect to the euro are detailed below.
The sensitivity of results to the changes in the exchange rates of currencies for 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.
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 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 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.
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.
For the purpose of hedge accounting, the Group classifies its hedges as:
Such derivative financial instruments are initially recognised in the Consolidated Balance Sheet at acquisition cost and are subsequently valued in each period at fair value. Changes in fair value are normally accounted for in keeping with specific hedge accounting criteria.
The accounting for these instruments is carried out as follows:

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.
The fair value of financial instruments is determined as follows:
There is no difference between the fair value and carrying amount of non-current loans granted since they all accrue interest at floating rates.
Equity investments in other companies are included in the Consolidated Balance Sheet at fair value when they can be valued reliably. Since it is usually not possible to measure the fair value of shareholdings in unlisted companies reliably, these investments are valued at acquisition cost or lower if there is evidence of impairment.
Changes in fair value, net of the related tax effect, are recognised with a charge or credit, as appropriate, to "Retained earnings" within Equity until these investments are sold, at which time the cumulative amount recognised in Equity is allocated in full to the Consolidated Income Statement. If fair value is lower than acquisition cost, the difference is recognised directly in equity, unless the asset is determined to be impaired, in which case it is recognised in the Consolidated Income Statement.
For receivables due in less than one year, the Group considers the carrying amount a reasonable approximation of fair value.
There is no difference between the fair value and carrying amount of short term loans granted since they all accrue interest at market rates.
For other current financial assets, as their maturity is near the financial year end, the Group considers their carrying amounts a reasonable approximation of fair value.
For current and non-current bank borrowings there is no difference between fair value and carrying amount since all these borrowings carry interest at market rates.
The Group considers the carrying amount of the items recorded in this Consolidated Balance Sheet heading to be an adequate approximation of fair value.
The fair values of current and non-current financial assets and liabilities do not differ significantly from their respective carrying amounts.
The Group uses the following sequence of three levels, based on the relevance of the variables used, to measure the fair value of its financial instruments:
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, |
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.
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:
| 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.
There were no significant events after 31 December 2022
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:
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.
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 | ||||||
| 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 |
||||
|---|---|---|---|---|
| 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 | ||||
|---|---|---|---|---|
| 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% |
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.
Edscha Briey, S.A.S. Gestamp Cerveira, Ltda. Edscha Engineering France, S.A.S. Gestamp Ronchamp, S.A.S. Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Ingeniería Global MB, S.A. Edscha Velky Meder, S.r.o. Loire S.A. Franco Española Gestamp Bizkaia, S.A. Gestamp Abrera, S.A. Sofedit, S.A.S. Gestamp Aragón, S.A. Gestamp Automoción, S.A. Gestamp Metalbages, S.A. Gestamp Aveiro, S.A. Gestamp Prisma, S.A.S. Gestamp HardTech, AB SCI de Tournan en Brie Gestamp Hungaria, KFT Gestamp Solblank Barcelona, S.A. Gestamp Linares, S.A. Gestamp Tallent Limited Gestamp Louny, S.r.o. Gestamp Sweden, AB Gestamp Esmar, S.A. Gestamp Funding Luxembourg, S.A. Gestamp Wroclaw, Sp. Z.o.o. GMF Holding, GmbH Griwe Subgroup Edscha Santander, S.A. Edscha Burgos, S.A. Gestamp Global Tooling, S.L. Gestamp Toledo, S.A. Gestamp Levante , S.A.
Edscha Automotive Hengersberg, GmbH Gestamp Palencia, S.A. Edscha Holding, GmbH Gestamp Esmar, S.A. Griwe Subgroup Gestamp Abrera, S.A. Edscha Automotive Hauzenberg, GmbH Gestamp Solblank Barcelona, S.A. Gestamp Umformtechnik, GmbH Loire S.A. Franco Española Edscha Hauzenberg Real Estate, GmbH Gestamp Aragón, S.A. Edscha Hengersberg Real Estate, GmbH Gestamp Linares, S.A. Edscha Engineering, GmbH Gestamp Vigo, S.A. Gestamp Servicios, S.A. Gestamp Automoción, S.A. Gestamp Navarra, S.A. Ingeniería Global MB, S.A. Gestamp Bizkaia, S.A. Gestamp Ronchamp, S.A.S. Gestamp Metalbages, S.A. Gestamp Noury, S.A.S. Edscha Briey, S.A.S. Gestamp Hungaria, KFT Sofedit, S.A.S. Gestamp Polska, Sp. Z.o.o. SCI de Tournan en Brie Gestamp Wroclaw, Sp. Z.o.o. Edscha Engineering France, S.A.S. Gestamp Cerveira, Ltda. Gestamp Prisma, S.A.S. Gestamp Vendas Novas Unipessoal, Lda. Gestamp Aveiro, S.A. Edscha Automotive Kamenice, S.R.O. Edscha Hradec, S.r.o. Gestamp Tallent Limited Gestamp Louny, S.r.o. Edscha Velky Meder, S.r.o. Gestamp Washington UK, Limited Gestamp Sweden, AB Gestamp HardTech, AB Gestamp Funding Luxembourg, S.A. Edscha Santander, S.A. Gestamp Levante, S.A. Edscha Burgos, S.A. Gestamp Global Tooling, S.L. GMF Holding, GmbH Gestamp Toledo, S.A. Gestamp Navarra, S.A. Gestamp Noury, S.A.S. Edscha Automotive Kamenice, S.R.O. Gestamp Palencia, S.A. Edscha Engineering, GmbH Gestamp Polska, Sp. Z.o.o. Edscha Briey, S.A.S. Gestamp Cerveira, Ltda. Edscha Engineering France, S.A.S. Gestamp Ronchamp, S.A.S.
Edscha Automotive Hauzenberg, GmbH Gestamp Servicios, S.A. Edscha Hauzenberg Real Estate, GmbH Gestamp Washington UK, Limited Edscha Hengersberg Real Estate, GmbH Gestamp Vendas Novas Unipessoal, Lda. Edscha Automotive Hengersberg, GmbH Gestamp Vigo, S.A. Edscha Holding, GmbH Gestamp Umformtechnik, GmbH Edscha Hradec, S.r.o. Ingeniería Global MB, S.A. Edscha Velky Meder, S.r.o. Loire S.A. Franco Española Gestamp Bizkaia, S.A. Gestamp Abrera, S.A. Gestamp Levante, S.A. Gestamp Aragón, S.A. Gestamp Automoción, S.A. Gestamp Metalbages, S.A. Gestamp Aveiro, S.A. Gestamp Prisma, S.A.S. Gestamp HardTech, AB SCI de Tournan en Brie Gestamp Hungaria, KFT Gestamp Solblank Barcelona, S.A. Gestamp Linares, S.A. Gestamp Tallent Limited Gestamp Louny, S.r.o. Gestamp Sweden, AB Gestamp Esmar, S.A. Gestamp Funding Luxembourg, S.A. Gestamp Wroclaw, Sp. Z.o.o. Gestamp Toledo, S.A. Sofedit, S.A.S. Edscha Santander, S.A. Edscha Burgos, S.A. Griwe Subgroup
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.
Gestamp Vigo, S.A.
Gestamp Aveiro, LDA.
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.





6.1.4.Annual Corporate Governance Report
6.2.1.Integrated risk management system 6.2.2.Main risks 6.2.3.ESG risks

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.

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
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.

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.
To be the automotive supplier that is most renowned for its ability to adapt business to creating value for the customer, while maintaining sustainable economic and social development.
Over its 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.



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.



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.
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.









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 (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.

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.


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

These components afford important functionalities and play a significant role in safety and comfort.
Gestamp has established broad in-house capabilities for developing and manufacturing dies, covering the entire value chain: design, machining, construction, commissioning, developing prototypes and tracking.
The company also offers its own press construction services and engineering technical services, independent of its specific manufacturing programmes.
In this way, Gestamp keeps within the group the maximum experience in stamping processes, both cold and hot, achieving the optimization of quality and commitment to cost.


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 |
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.


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.


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.
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 – 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% |
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.
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.

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%
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.
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%.
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.

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.
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:

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 |
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

| 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)
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).
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 |

In 2018, the Board of Directors of Gestamp approved a dividend policy. Gestamp decided to distribute on an annual basis a total dividend equivalent to approximately 30% of the consolidated net profit for each year, but in two payments, anticipating part of the payment via an interim dividend:
In line with our policy, in December 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.
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.
There are no significant subsequent events as of 31st December 2022.

Competitiveness, based on quality, efficiency and effectiveness, is one of Gestamp's strategic pillars. With our sights set on the long term, here at Gestamp we strive to continuously improve our processes and operations in order to be efficient at all levels. In a competitive sector, such as the automotive sector, standing out from the rest is necessary. Our operations and management have to be excellent.
In order to 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:

Atenea's transformation projects and governance model will ensure a positive impact on culture, organisation and ESG
Ensuring alignment of Atenea with ESG
In the automotive industry, each part that makes up the final product is important in ensuring the correct functioning of the manufacturer's assembly line, the quality of the vehicle and even, for some products, the safety of users. For those reasons, the industry is a pioneer in the application of quality systems throughout the value chain. Gestamp's customers demand flawless products in the required quantity and by the agreed deadline to ensure both the quality of the final product and its proper functioning.
All of Gestamp's production plants have developed and maintained a quality management system 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.
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 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.
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.
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.

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.
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.

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.
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.

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

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.


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.

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.

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.

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.
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.


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.


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.

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.

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
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.

Product innovation at Gestamp comes from the application of new technologies to create lighter, more efficient components.
Gestamp has created two product families, GES-GIGASTAMPING tm and GES-ENERCONT tm.There is a clear growing trend 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.


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 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.
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).

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.
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'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.
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.
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.
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.
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.
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.


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.
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.




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

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.


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

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:
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:
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:

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.


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.
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.
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.
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.

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.


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.
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:
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:
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.
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:
For many years, Gestamp has worked with pioneering companies to develop tools that help integrate biodiversity into different business models which are currently in place. The work focuses on three main areas:
In 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 |

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:
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

| 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. |
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:
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.
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:
| 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- |
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.

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 |
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 |
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).

| 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:

The Gestamp Tool Hardening plant has managed to reduce the pollutant load of cleaning water of the plant for its subsequent incorporation in the water cycle.
Since soil cleaning water is the main waste generated by the plant and considering the difficulty in managing the pollutant load, GTH carried out, with the help of the competent authority, a project to reduce the pollutant load of soil cleaning water and allow management through the existing separator, which already treated other process water.
Relevant milestones:

During 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%.
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 |
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:
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).

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:
Climate-neutral targets:

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.

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.
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.

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

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.
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:
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.

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
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.
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.
| 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.
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:

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.
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 |


| 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 |
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 |
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.

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:

Three delegated acts have been published supplementing Regulation (EU) 2020/852:

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.
The scope of the analysis has covered all the operating plants of the Gestamp Group included in the financial perimeter.
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:

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. |
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.

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. |
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.
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.
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
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.
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.

Taxonomy. CapEx offers a dynamic and prospective view of the plans of companies to transform their business activities. The % is calculated as follows:
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).


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.

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 nge m itig ati on |
Ad apt ati on to clim ate ch ang e |
Wa ter an d m ari ne res ou rce s |
Cir cul ar Eco no my |
Po llut 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 clim ate ch ang e |
Wa ter an d m ari ne res ou rce s |
Cir cul ar Eco no my |
Po llut ion |
Bio div ers ity an d e cos 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 |

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 rce s |
Cir cul ar Eco no my |
Po llut 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 clim ate ch ang e |
Wa ter an d m ari ne res ou rce s |
Cir cul ar Eco no my |
Po llut ion |
Bio div ers ity an d e cos yst em s |
mi nim um gu ara nte es |
con Pro for po ms rtio to ye 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 |

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:
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.
| 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)

| 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.
In the Group, regarding the kind of employment, we have established the following major professional categories:

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.
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).
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 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.
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)

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.

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.

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.

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).
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:
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:
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.
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

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.
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.
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.

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:
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.

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.

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:
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.
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.
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

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.
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.

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.
Gestamp, in line with its equal opportunities principle enshrined in its Code of Conduct, promotes gender equality in access to employment, in the promotion of professionals and in equal pay.
Remuneration is based on levels of responsibility, external competitiveness and professional career path, avoiding differences between men and women other than the merits achieved in the performance of their work.
Average remuneration is the average compensation received by all members of the eligible collective, which takes into account all money received: fixed salary and annual variable pay, extrapolated to full-time hours. In addition, the amounts have been converted to euros using the average exchange rate for 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.
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.

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.
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.
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.

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)
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.

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.
Gestamp employs highly qualified individuals who have the option to move country for a period of time in order to meet the specific needs of certain locations. In many cases, such mobility gives them the chance to lead new projects, like setting up a new plant or implementing new technologies or processes. This capacity to move talent provides flexibility and agility when executing projects.
There are two types of groups:
Once the ultimate goal has been achieved, these employees return to their original work centres, leaving the project in the hands of local employees, who take with full or near-full responsibility for its management.
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 |
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.
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.
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.
Information linked to the Chapter 5.1. Talent, which can be found in the ANNEXES section.
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:
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.


The GHSS Management System is integrated at all organisational levels.


| T | |
|---|---|



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

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


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

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.

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
One of the key contributors to the success of the GHSS, is the commitment to continuously improve in all the following aspects:
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.

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.
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.
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.
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.
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.

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.
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.
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
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.

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.
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.
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.

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.

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.

The following principles of conduct shall guide Gestamp's social action:

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 |
| 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% |

| 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% |

| 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.

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.
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.


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.
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.

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.

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:


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:

All shares belong to a single class and series and provide their owners with the same rights and duties.
Gestamp's Corporate Governance is currently based on the following corporate rules, all of which are available on our website:

The Corporate Governance rules are periodically reviewed and updated. The contents are modelled and based on Gestamp´s commitment to the Best Corporate Governance Practices, business ethics and social responsibility in all areas of action.
To meet commitments to transparency and business ethics, the Company implements its rules of corporate governance through the following Governing Bodies, which distinctly undertake strategy and supervision, and administration and management duties.
The General Shareholders' Meeting is 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.
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.
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.
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.
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.
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.

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.

| 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.
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:

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.
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%.
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.
The CEO is tasked with effectively representing and steering the Company's business, always in line with the decisions reached and criteria set by the General Shareholders' Meeting and the Board of Directors, within their respective spheres of authority.
Name: Alberto Rodríguez Fraile, Independent Director Position: Coordinating Director
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.

To lead the periodic evaluation of the chairman 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.
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%.
Below is a description of the composition of the Company's Nomination and Compensation Committee as of the date of this Report, stating each member's position, category and date of appointment as a Committee member.

| Member | Position | Category |
|---|---|---|
| Mr Alberto Rodríguez Fraile Díaz |
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.
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%.

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:
Remuneration of directors for undertaking their executive duties shall also be guided by the following principles contained in the Remuneration Policy:
The remuneration paid to each Gestamp director is also published in the Directors' Remuneration Report and Annual Corporate Governance Report, section C.1.13.

| 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 |
| 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:
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.
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.
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.

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.
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 annual risk management process involves:
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.

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.

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.

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.
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:

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.
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.
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:
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.
Gestamp has the following bodies that, among other functions, ensure compliance with internal regulations and legislation applicable to the Group, and are involved in the monitoring and control of the Code of Conduct and the Criminal Risk Prevention Model:
The Board of Directors, as the highest supervisory, management and control body of the Company, has, among others, the duty of approving the Code of Conduct and other general policies related to it, as well as the Compliance Model (including the Criminal Risk Prevention Model). It also supervises the correct functioning of the Compliance Model with due diligence and efficiency.
Gestamp's Management, as the first line of defence, must at all times take action to ensure that the areas under its responsibility act in accordance with the applicable legislation and internal regulations, taking responsibility for ensuring that these areas correctly implement the controls assigned to them, and for following up on the proposed corrective actions.
The Board of Directors has delegated the following duties related to ethics and integrity to the Audit Committee:
The Audit Committee has the continuous support of the Ethics Committee, the Compliance Office and the Regulatory Compliance Unit in order to carry out the tasks in relation to the aforementioned duties and, for these purposes, said units regularly report to the Committee within the scope of their competence.

The Ethics Committee is a collegiate body with initiative and control powers. Its activity is supervised by the Audit Committee and mainly consists of:
The Compliance Office reports to the Ethics Committee. Its duties include receiving, directing, monitoring, reporting appropriately, documenting and investigating, where appropriate:
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:
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.

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:
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:
| 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:
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:
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.

o Policy on the communication of economic financial, non-financial and corporate information and on contact with shareholders, investors and proxy advisers
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.
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.


The company has a due diligence process for human rights that enables it to:
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:
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.

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).
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 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.

To this end, it establishes certain guidelines for action and the rules applicable to the performance of any business-related activity conducted within the Group in relation to
The Group 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.
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.
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.
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.
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.
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.
The use of genuine or authentic parts is a prerequisite for the proper operation and maintenance of vehicles over their lifetime.

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.
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.
Gestamp's cybersecurity governance programme is built on the need to protect company data and safeguard the supply chain and business continuity processes.
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.
The policies and strategy for cybersecurity at the company are set out by the IT department in cooperation with the company's business units, aligning the programme with business objectives.
Gestamp boasts:

At Gestamp, 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.
The new demands of the connected industry and digitalisation triggered several initiatives in 2022. The most noteworthy initiatives include:


Below are some of the data tables from the chapter entitled Our Professionals
| 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 |
*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 |

| 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
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:

| 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.
| 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.

| 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.

| 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 |
100% Scope of the consolidation perimeter. Workforce at 31 December each year shown in the above chart.

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:
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.

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

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:
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
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.
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.

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 |

| 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 |

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 |

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 |

1
As of 31 December 2021, the Group comprised the following subsidiaries throughout the world whose holding company is Gestamp Automoción S.A
Gescrap Morocco, S.R.L. Tuyauto Gestamp Morocco, S.A.
Autotech Engineering R&D USA, Inc. Edscha Automotive Michigan, Inc Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V. Edscha Automotive SLP, S.A.P.I. de C.V. Edscha North America Technologies, Llc. Ges Recycling Alabama, LLC Ges Recycling Michigan, LLC Ges Recycling South Carolina, LLC Ges Recycling Tennessee, LLC Ges Recycling USA, LLC Ges Recycling West Virginia, LLC 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.

Edscha do Brasil Ltda. Gescrap - Autometal Comercio de Sucatas, S/A Gestamp Argentina, S.A. Gestamp Baires, S.A. Gestamp Brasil Industria de Autopeças, S.A. Gestamp Córdoba, S.A. Gestamp Sorocaba Industria Autopeças Ltda.
Anhui Edscha Automotive Parts Co Ltd. Autotech Engineering (Shangai) Co. Ltd. Beyçelik Gestamp Otomotive Sanayi, A.S. Beyçelik Gestamp Sasi Otomotive Sanayi, A.S. Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S. Çelik Form Gestamp Otomotive, A.S. Changchun Xuyang Gestamp Auto Components Co. Ltd. Edscha Aapico Automotive Co. Ltd Edscha 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.
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.

Polígono industrial de Lebario 48220 Abadiño – Vizcaya (España)
Calle Alfonso XII, 16 28014 Madrid (España)

| Substantial contribution criteria | No significant harm criteria (Does not cause significant harm) |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities | cod es |
abs olu te Op Ex |
Op Ex 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 rce s |
Cir cul ar Eco no my |
Po llut 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 clim ate ch ang e |
Wa ter an d m ari ne res ou rce s |
Cir cul ar Eco no my |
Po llut ion |
Bio div ers ity an d e cos yst em s |
mi nim um gu ara nte es |
con Pro for po ms rtio to ye n o ar f O N t pEx axo th no at my |
Pro con po for rtio tax ms n o on to om f O N- y pEx 1 y th ea r at |
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) | ||||||||||||||||||||
| 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 | ||||||||||||||||||

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

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.
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.
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 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:
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.

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.
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.
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
A.1 Complete the following table about the company's share capital and voting rights allocated, including, as applicable, those related to loyalty shares, at year-end:
Indicate whether the company's articles of association contain any provision on loyalty-based dual voting:
No ☒
Minimum term of uninterrupted ownership demanded under the articles of association
Indicate whether the company has allocated any loyalty-based voting rights:
No ☒
Yes
| Date of the last share capital amendment |
Share capital |
Number of shares |
Number of voting rights (excluding additional loyalty-based voting rights) |
Number of additional voting rights allocated in relation to loyalty shares |
Total number of voting rights, including additional loyalty-based voting rights |
|---|---|---|---|---|---|
| 03/03/2017 | 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:
| 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).
| 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:
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:
payment or through any other legally valid transaction.

A.12 State whether there are any restrictions (statutory, legislative or of any kind) on the transfer of securities and/or any restrictions on voting rights. In particular, state whether there are any type of restrictions that may hinder the takeover of the company by means of the acquisition of its shares on the market, as well as any systems regarding prior authorisation or communication which, regarding the acquisitions or transfers of the company's financial instruments, are applicable to it by sectorial regulations.
Yes ☒ No □
| Description of restrictions |
|---|
There are no statutory or legislative restrictions on the transfer of securities or on voting rights.
As stated in section A.7 of this Annual Corporate Governance Report, Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd . and Gestamp, 2020, S.L., formalised an agreement on 23 December 2016, which governs, among other aspects, the system for transferring the shares of the Company, owned by Acek Desarrollo y Gestión Industrial, S.L. and Mitsui & Co., Ltd. (indirectly through Gestamp 2020, S.L.). This transfer regime could hinder a takeover of the Company by means of the acquisition of its shares on the market. For further information see the Significant Event of 7 April 2017 (Record No. 250532) and the note included in section H.
Similarly, as stated in the aforementioned section, Mr. Francisco José Riberas Mera, Orilla Asset Management, S.L., Mr. Juan María Riberas Mera, Ion Ion, S.L., and Acek Desarrollo y Gestión Industrial, S.L., formalised a protocol on 21 March 2017, which governs, among other aspects, the procedure for deciding the direction of the vote of Acek Desarrollo y Gestión Industrial, S.L. in the Company in relation to the resolutions to be adopted by the Company's General Shareholders' Meeting. This the procedure for deciding the direction of the vote could hinder the takeover of the Company by means of the acquisition of its shares on the market. For further information, see the Significant Event of 7 April 2017 (Record No. 250503) and the note included in section H.
A.13 State whether or not the shareholders acting at a general shareholders' meeting have approved the adoption of breakthrough measures in the event of a takeover bid pursuant to the provisions of Law 6/2007.
Yes □ No ☒
Explain the approved measures and the terms on which the restrictions will become ineffective.
A.14 State whether or not the company has issued securities that are not traded on an EU regulated market.
Yes ☒ No □
If applicable, specify the different classes of shares, if any, and the rights and obligations attached to each class of shares.
The Company has issued promissory notes that are traded on the Alternative Fixed-Income Market (MARF).
The Company also issued senior notes that are marketed in Euro MTF of the Luxembourg Stock Exchange.
For further information relating to these debt instruments, go to the website of the markets referred to:http://www.bmerf.es/ and www.bourse.lu.
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:
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 (*) | ||
| Number of shares required to attend the general shareholders' meeting |
|
|---|---|
| Number of shares required to vote remotely |
B.7 State whether it has been established that certain decisions, other than those established by law, which involve the acquisition, disposal or contribution of essential assets to another company or other similar corporate operations, must be subject to the approval of the general shareholders' meeting.
Explanation regarding the decisions to be submitted to the board, other than those established by law
B.8 State the address and method for accessing the company's website to access information regarding corporate governance and other information regarding general shareholders' meetings that must be made available to the shareholders through the Company's website.
On the Company's website (www.gestamp.com), there is a Corporate Governance section, which can be accessed from the home page via the "Shareholders and Investors" section. In this section, it is possible to obtain information on "Corporate Governance", which includes information on the General Shareholders' Meeting, the Board of Directors and its Committees, as well as the Company's corporate standards and policies.
The "Corporate Governance" section is therefore accessible in two clicks from the home page.
C.1.1 Minimum and maximum number of directors provided for in the Articles of Association and the number set by the General Meeting:
| Maximum number of directors |
15 | |||
|---|---|---|---|---|
| Minimum number of directors |
9 | |||
| Number set by the general meeting |
13 | |||
| 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:
| 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. |
| 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 |
| 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.
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.
Yes ☒ No □ Partial Policies □
If so, describe these diversity policies, their objectives, the measures and how they have been implemented and their results for the year. Also state the specific measures adopted by the Board of Directors and the 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:
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:
Yes ☒ No □
Explanation of the rules and identification of the document where it is regulated
Pursuant to the provisions under Article 17 of the Regulations of the Company's Board of Directors, natural persons who represent a legal entity Director and natural persons or legal entities who hold the position of director of more than eight (8) companies, of which, at most, four (4) have their shares admitted to trade on national or foreign stock exchanges, may not be directors. For that purpose, positions held in 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.
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.
The appointment and re-election of the members of the Board of Directors is governed under Article 16 and subsequent articles of the Regulations of the Board of Directors of the Company.
In this respect, it corresponds to the General Shareholders' Meeting to appoint and re-elect the members of the Board of Directors, without prejudice to the power of the Board of Directors to appoint members of the Board under its own powers of cooption.
The appointment or re-election of directors will be undertaken at the proposal of the Board of Directors in the case of non-independent directors. Upon appointing or re-electing independent directors, the proposal must be undertaken by the Nomination and Compensation Committee. In any case, the referred to proposals must precede the report of the Nomination and Compensation Committee and the report of the Board of Directors.
As regards the removal of members of the Board of Directors, Article 20 of the Regulations of the Board of Directors establishes the reasons for which a director should relinquish his or her position (as detailed in section C.1.19 of this report). The director leaving his/her post before the end of his office should sufficiently explain the reasons for his/her resignation or, in the case of non-executive directors, his/her opinions about the grounds for his/her dismissal by the General Shareholders' Meeting in a letter sent to all members of the Board. Without prejudice to the fact that all the information is contained in the Annual Corporate Governance Report, the Company shall publish, as soon as possible and to the extent relevant for investors, the resignation in question, providing sufficient information on the reasons or circumstances given by the director. Furthermore, said Article sets out the powers of the Board of Directors to propose the removal of its members to the General Shareholders' Meeting. As regards independent directors, 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:
Board and Committee meetings as a way of gaining first-hand knowledge of the execution of the Company's strategy and management talent.
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:
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.
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:
$$\mathbf{\color{red}{Yes}}\Box\qquad\qquad\qquad\qquad\mathbf{\color{red}{No}\boxtimes}\Box\qquad\qquad\qquad\qquad\mathbf{\color{red}{Yes}}$$
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 |
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% |
Yes ☒ No ☐ Identify, where applicable, the person(s) that has(have) certified the individual and consolidated financial statements of the company for preparation by the board:
| Name | Position |
|---|---|
| Mr Ignacio Mosquera Vázquez | Corporate Finance Director |
| 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:
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:
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
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:
Yes ☒ No □
| Describe the procedure |
|---|
As set out in Article 36 of the Regulations of the Board of Directors, the
meetings of the Board of Directors shall be convened with at least 5 days' notice before the meeting is to be held. However, normally the sessions of the Board of Directors of the Company are called with a more extensive time margin than that stated in the Regulations of the Board of Directors.
The agenda of the session, the date and place will always be included in the call of each meeting. The relevant documentation required so that the members of the Board can formulate their opinion and, if appropriate, cast their vote regarding the matters submitted for their consideration, is to be made available as soon as possible through the online platform enabled for that purpose.
In this regard, in accordance with the provisions of Articles 19 of the articles of association and 30 and 34 of the Regulations of the Board of Directors, the person responsible for ensuring that the directors receive all the necessary information in sufficient time and in the appropriate format is the chairperson of the Board of Directors, with the collaboration of the secretary.
Furthermore, Article 22 of the Regulations of the Board of Directors establishes the duty of directors to sufficiently find out about and prepare for meetings of the Board and of the delegated bodies to which they belong, seeking sufficient information for it and the collaboration or assistance that they deem appropriate, which is to be paid for by the company.
In addition, Article 27 of the Regulations of the Board of Directors grants Directors the power to study the documentation deemed necessary, contact the heads of the departments affected and visit the corresponding facilities. For that purpose, the request is channelled through the secretary of the Board of Directors. Should it be rejected, delayed or incorrectly handled, it will be sent to the Audit Committee. In the event that said request is unnecessary or hinders the interests of the Company, it shall be definitively rejected.
C.1.36 State, and as applicable detail, whether the company has established any rules requiring directors to inform the company —and, if applicable, resign from their position— in cases affecting them in relation to their performance at the company itself which may impair its credit and reputation:
Yes ☒ No □
| Explain the rules | |
|---|---|
Pursuant to the provisions under Article 22 of the Regulations of the Board of Directors, the duties of directors include the duty to notify the Company of any type of judicial, administrative or other claim in which they are involved that, due to its importance, could have a serious impact on the credit and reputation of the Company. In particular, all directors must inform the Company if they are indicted in criminal proceedings and of the relevant milestones in such proceedings. In this case, the Board of Directors, subject to the prior report from the Nomination and Compensation Committee, shall make the decision deemed most appropriate to the Company's interests.
Furthermore, Article 20 of the Regulations of the Board of Directors
establishes the obligation of directors to tender their position to the Board of Directors and formalise the corresponding resignation, at the request of the majority of two thirds of its members and subject to the previous report of the Nomination and Compensation Committee, when they no longer have the respectability, suitability, solvency, competence, availability or commitment to their duties to be a director of the Company. In particular, it is understood that this circumstance occurs when the director is indicted or summoned in criminal proceedings.
C.1.37 Indicate, unless special circumstances have arisen that have been noted in the minutes, if the Board has been informed of or has somehow found out about a situation that affects a director, whether relating or not to his/her actions within the company, that many hinder its standing and reputation:
Yes □ No ☒
| Name of director | Nature of the situation |
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.
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.2.1 Describe all of the committees of the board of directors, the members thereof, and the proportion of executive, proprietary, independent, and other external directors of which they are comprised:
| Name | Position | Category |
|---|---|---|
| % executive directors | ||
| % proprietary directors | ||
| % independent directors | ||
| % other external | ||
| Remarks |
Explain the functions delegated or attributed to this committee other than those already described in section C.1.10, and describe the procedures and rules for its organisation and functioning. For each of these functions, state the most important actions carried out during the year and how each of the functions attributed, whether by law, in the articles of association or other
| Name | Position | Category |
|---|---|---|
| Ms Ana García Fau | Chairperson | Independent |
| Mr Juan María Riberas Mera |
Member | Proprietary |
| Mr Javier Rodríguez Pellitero |
Member | Independent |
| % proprietary directors | 33.33% |
|---|---|
| % independent directors | 66.67% |
| % other external | 0% |
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:
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;
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 | ||||||
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:
financial year 2022;
| 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.
| 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.
| 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:
| 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.
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 |
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. |
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.
Yes ☒ No □
Indicate if it has publicly and specifically informed of the respective areas of activity and possible business relations between, on the one hand, the listed company or its subsidiaries, and, on the other, the parent company or its subsidiaries:
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:
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.
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:
Within the organisational structure, the Internal Audit and Risk Management Department reports in a direct manner to the Audit Committee, which guarantees due autonomy and independence in its functions and in the responsible supervision of the risk control and management system.
E.3 State the main financial and non-financial risks, including tax risks and –if material– those arising from corruption (the latter being understood under the scope of Royal Decree Law 18/2017), which may affect the achievement of the business objectives.
The Group defines risk as any potential internal or external event that may negatively affect the achievement of the objectives regarding the various Group processes and, therefore, the materialisation of its strategic objectives, its methods or its reputation. Given the nature of the sector and the geographical areas in which operates, the Group is exposed to various risks that could impede the attainment of its objectives and the successful execution of its strategies.
The process of identifying and assessing the risks affecting the Group mainly took into account the following risk factors, for which the Group has put in place monitoring and response plans and measures:
Included within this category of risks are those that originate from changes in the competitive environment of the Group and in the positioning of the products offered by Gestamp, in the situation of the country (political, economic and social), as well as all those related to Corporate Governance and business ethics. These include:
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.
They include, among others, the risks associated with the criminal liability of legal entities, the impact of corruption in the different countries where the Group operates and unethical or irregular conduct. This category also includes risks arising from potential legislative and regulatory changes and the Group's capacity to anticipate and react to them.
The Group, in delivering its vision "to be the automotive supplier most renowned for its ability to adapt business in order to create value for the client, while maintaining sustainable economic and social development" assumes a prudent level of risk, seeking the right balance between value creation in a recurring and continuous manner, to optimise opportunities and keep acceptable levels of risk.
In this regard, the level of risk tolerance, including tax risks, is defined at corporate level in the CRMS Policy, approved by the Company's Board of Directors, and sets out that all risks that jeopardise compliance with the Group's strategies and objectives are to be kept at an acceptable low risk level.
To update the Corporate Risk Map in 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.
Describe the mechanisms making up the risk control and management systems with respect to the process of issuing the entity's financial information (ICFRS).
Indicate at least the following, specifying the main features thereof:
F.1.1. What bodies and/or functions are responsible for: (i) the existence and maintenance of an adequate and effective internal control over financial reporting system (ICFRS); (ii) the implementation thereof; and (iii) oversight thereof.
The Board of Directors has the ultimate responsibility for the existence and maintenance of an adequate and effective Internal Control over Financial Reporting System (hereinafter ICFRS). For these purposes, Article 8, section 3(a), of the Company's Regulations of the Board of Directors establish as one of the non-delegable competences of this governing body the approval of the risk control and management policy, including tax risks, as well as the regular monitoring of the internal reporting and control systems.
The Group has developed an ICFRS Policy, approved by the Board of Directors on 3 March 2017 and updated on 5 May 2021, in which the managerial responsibilities, instructions and the general outline of each ICFRS component are assigned (control environment, risk assessment, control activities, reporting and communication and oversight). This policy sets forth that the Board of Directors is responsible for the existence of a proper and effective ICFRS, a task that is performed through the Audit Committee, and Senior Management is in charge of designing, implementing and operating the ICFRS. 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.
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:
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:
The Ethics Committee is the body responsible for analysing non-compliances of the Code of Conduct, studying complaints and proposing remedial actions and sanctions. Its duties and governance are set out in the Regulations of the Ethics Committee.
Members of senior management and an external advisor make up the Committee. It reports directly to the Board of Directors through the Audit Committee.
Whistleblowing channel that makes it possible to report any irregularities of a financial or accounting nature to the audit committee, as well as any possible breach of the code of conduct and irregular activities at the organisation, specifying, if appropriate, whether it is confidential and, if possible, allowing to make anonymous communications, respecting the rights of those reporting or being reported.
The Group has a complaints channel for the receipt of notifications and/or complaints regarding irregular conduct or activities arising from any breach of the principles and ethical rules of the Code of Conduct of a financial and accounting nature and any other irregular activities that may occur within the Group. This channel has the following channels of communication in which the confidentiality of the process and the rights of the persons reporting in good faith and of the persons reported are guaranteed.
Both the Compliance Office mailbox and the SpeakUp line are available at the Group's intranet and website. All complaints are assessed by the Compliance Office, which reports directly to the Ethics Committee, gathering the information deemed necessary to determine the advisability of an investigation process. If the information and indications obtained suggest the possible existence of an irregularity, regardless of whether they have been received through the Complaints Channel or by any other means, the matter is investigated and, where appropriate, the necessary measures are adopted.
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:
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.
Indicate at least the following:
The Group bases its process to identify error or fraud risks in financial information on the COSO framework (Committee of Sponsoring Organizations for the Commission of the Treadway Commission), implementing practices aimed at designing and maintaining an internal control system that provides reasonable assurance with regard to the reliability of the regulated financial information.
As referred to in section F.1.1, the Group has an ICFRS Policy that comprises, among other matters, the ICFRS description, objectives, roles and responsibilities, the methodology for implementing the system for internal control over financial reporting and also the process to identify error or fraud risks in financial reporting. Based on this methodology, the scope matrix of the ICFRS was defined.
The scope matrix for the ICFRS, which is updated on an annual basis, after the consolidated financial statements have been prepared, aims to identify the accounts and disclosures that have significant associated risks and which could have a potential material impact on financial reporting. It also establishes the processes to review regarding its design and effectiveness in each country where the Group operates.
During the 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:
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.
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:
These processes/subprocesses cover the different types of transactions which may materially affect the financial statements (purchases, sales, staff costs, stock, fixed assets, collection and payment management, etc.), specifically including the accounting closing, reporting and consolidation processes, as well as all of those that are affected by significant judgements, estimates, assessments, and projections.
The documentation in each of the processes comprises:
For each control, the following have been identified:
The Group launched an ongoing process for updating the internal control system which guarantees the quality and reliability of financial information, not merely limiting itself to yearly or half-yearly financial reports. The coordination of updating the processes and activities falls to the Group's Internal Audit Department with the support of all levels of the Group: Plants, Divisions and Corporate Directions.
For that purpose, among other measures, as mentioned in section F.1.2, in 2019, the
Group implemented in all Group plants and countries where risk and control matrixes had already been defined a specific tool developed internally, Gescompliance, which allows making a continuous process for the update, assessment and oversight of the correct ICFRS operation, ensuring its reasonable reliability under a single centralised environment. This tool contributes to strengthening the internal control at all levels of the organisation, facilitating the effectiveness evaluation process and the control designs, as well as monitoring the action plans.
Thus, during 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:
each system to receive access requests and, in turn, review and approve them.
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.
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,
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.
There is no relevant information to highlight with respect to the ICFRS implemented in the Group that has not been disclosed in the previous sections of this Section F.
Indicate:
F.7.1. Whether the ICFRS information reported to the markets has been submitted for review by the external auditor. If so, the related report should be included in the corresponding report as an Appendix. If not, give reasons why.
The ICFRS Function monitors the ICFRS continuously, validating its design and control efficacy.
In addition, the Internal Audit Management, with the supervision of the Internal Audit Committee, reviews ICFRS requirements and procedures. These tasks are supplemented by the contributions made by the external auditor in relation to the identification of any internal control weakness during external audit tasks.
These oversight activities are deemed appropriate and sufficient; therefore, it was not deemed necessary in 2022 to submit ICFRS information to an additional external review.
State the company's degree of compliance with the recommendations of the Good Governance Code for Listed Companies.
If the company does not comply with any recommendation or follows it partially, there must be a detailed explanation of the reasons providing shareholders, investors, and the market in general with sufficient information to assess the company's course of action. Generalised explanations will not be acceptable.
1. The bylaws of listed companies should not place an upper limit on the votes that can be cast by a single shareholder, or impose other obstacles to the takeover of the company by means of share purchases on the market.
Complies ☒ Explain □
2. If the listed company is controlled, in the sense of Article 42 of the Code of Commerce, by another entity, whether listed or not, and has, directly or through subsidiaries, business relations with said entity or any of its subsidiaries (other than those of the listed company) or undertakes activities related to any of them, provide accurate and public information on:
a) The respective areas of activity and possible business relations between, on the one hand, the listed company or its subsidiaries, and, on the other, the parent company or its subsidiaries.
b) The mechanisms in place to resolve possible conflicts of interests.
Complies ☒ Partly complies □ Explain □ Not applicable □
Notwithstanding the legal obligations to disseminate privileged information and other types of regulated information, the company should also have a general policy regarding the disclosure of economic-financial, non-financial and corporate information through the channels it deems appropriate (communication media, social networks or other channels), contributing to maximizing the dissemination and quality of the information available to the market, investors and other stakeholders.
Complies ☒ Partly complies □ Explain □
5. The board of directors should not make a proposal to the general meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount exceeding 20% of capital at the time of such delegation.
When the board approves the issuance of shares or convertible securities without preemptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation.
Complies ☒ Partly complies □ Explain □
Complies ☒ 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 □
| Complies □ | Partly complies □ | Explain □ | Not applicable ☒ | |
|---|---|---|---|---|
| -- | ------------ | ------------------- | ----------- | ------------------ |
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:
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.
$$\text{Complies } \boxtimes \qquad \qquad \qquad \text{Explain } \square.$$
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.
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 □
The evaluation of board committees should start from the reports they send the board of directors, while that of the board itself should start from the report by the Nomination Committee.
Every three years, the board of directors should engage an external facilitator to aid in the evaluation process. This facilitator's independence should be verified by the Nomination Committee.
Any business dealings that the facilitator or members of its corporate group maintain
with the company or members of its corporate group should be detailed in the annual corporate governance report.
The process followed and areas evaluated should be detailed in the annual corporate governance report.
Complies ☒ Partly complies □ Explain □
37. If there is an executive committee, it should comprise at least two non-executive directors, being at least one of them independent, and the secretary must be that of the Board of Directors.
Complies □ Partly complies □ Explain □ Not applicable ☒
38. The board should be kept fully informed of the business transacted and decisions made by the executive committee. To this end, all board members should receive a copy of the minutes of executive committee meetings.
Complies □ Partly complies □ Explain □ Not applicable ☒
39. All members of the Audit Committee as a whole, and particularly its chairperson, should be appointed taking into account their knowledge and experience in accounting, auditing and both financial and non-financial risk management.
Complies ☒ Partly complies □ Explain □
40. There should be a unit in charge of the internal audit function, under the supervision of the audit committee, to monitor the effectiveness of reporting and internal control systems. This unit should report functionally to the board's non-executive chairperson or the chairperson of the audit committee.
Complies ☒ Partly complies □ Explain □
41. The head of the unit assuming the internal audit function should submit its annual work plan to the Audit Committee for approval by the latter or the Board of Directors; it should report its implementation directly, including any incidents and scope limitations arising in the course of its work, the results and follow-up of its recommendations and should submit an activity report at the end of each year.
Complies ☒ Partly complies □ Explain □ Not applicable □
a) Supervise the preparation and integrity of both financial and non-financial reporting and of the control and financial and non-financial risk management systems relating to the Company, and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements, the proper determination of the consolidation scope and the correct application of accounting principles.
b) Ensure the independence of the unit handling the internal audit function; propose the selection, appointment and removal of the head of the internal audit service; propose the budget for such service; approve or propose to the board the approval of the guidelines and annual work plan regarding internal audit, ensuring that it focuses primarily on the main risks (including reputational risks); receive regular report-backs on its activities; and verify that senior management are acting on the findings and recommendations of its
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.
Complies ☒ Partly complies □ Explain □
| 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 □ |
|---|---|---|
Complies ☒ Partly complies □ Explain □
Although article 41 of the Regulations of the Board of Directors does not expressly contemplate functions d) and e) of this Recommendation:
Complies ☒ Partly complies □ Explain □
| Complies □ | Partly complies □ | Explain □ | Not applicable ☒ |
|---|---|---|---|
53. The task of supervising compliance with the company's policies and rules concerning environmental, social and corporate governance matters, as well as the internal codes of conduct, should be assigned to one board committee or split between several board committees, such as the audit committee, the Nomination Committee, the sustainability committee, the corporate social responsibility committee, or any other specialised committee created by the board under its self-organisation powers. Such committee must be made up by non-executive directors in its entirety, most of them being independent, with the minimum functions attributed specifically in the following recommendation.
Complies ☒ Partly complies □ Explain □
54. The minimum functions mentioned in the previous recommendation include:
a) Oversee compliance with the Company's corporate governance rules and internal codes of conduct, ensuring that the corporate culture is in line with its purpose and values.
b) Oversee application of the general policy on communication of economic and financial, non-financial and corporate information, and on communication with shareholders and investors, voting advisers and other stakeholders. Furthermore, follow-up on how the entity communicates and relates itself with small and medium-sized shareholders.
c) Periodically assess and review the corporate governance system and environmental and social policies in place at the Company in order to ensure that they fulfil the mission of promoting social interest and take into account the legitimate interests of the remaining stakeholders, as appropriate.
d) Oversee that the Company's environmental and social practices are in line with the policy and strategy defined.
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:
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 □
Specifically, state whether the company is subject to laws other than Spanish laws regarding corporate governance and, where applicable, include any information that the company is required to provide which is different to the information required in this report.
Section A.7.
Private shareholders' agreement entered into by Acek Desarrollo y Gestión Industrial, S.L., Mitsui & Co., Ltd. and Gestamp 2020, S.L. on 23 December 2016.
The most significant agreements it contains affecting the Company are as follows:
Private shareholders' agreement entered into by Mr. Francisco José Riberas Mera, Halekulani, S.L., (now Orilla Asset Management, S.L.) Juan María Riberas Mera, Ion Ion, S.L. and Acek Desarrollo y Gestión Industrial, S.L. on 21 March 2017.
The most significant agreements it contains are as follows:
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.
The amount of the remuneration accrued in the financial year in favour the Board of Directors of the Company reflected in this section does not match the amount reflected under this same heading in Note 32.2 of the notes to the consolidated financial statements of the Group as different accrual criteria are applied in respect of the longterm incentive.
It is hereby stated that the total amount of the remuneration of Senior Management corresponding to financial year 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.
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.
Article 40 of the Regulations of the Board of Directors attributes the following duties to the Audit Committee:
"(a)To inform the General Shareholders' Meeting about issues raised by the shareholders on matters for which it is competent and, in particular, about the findings of audits, explaining how they have contributed to the integrity of the financial reporting and the role that the Committee has played in the process.
(b) As regards information systems and internal control:
(i) To supervise and evaluate the preparation, integrity and presentation of both financial and non-financial reporting and of the control and financial and non-financial risk management systems relating to the Company, and, where applicable, to the Group (including operational, technological, legal, social, environmental, political and reputational risks or those relating to corruption), reviewing compliance with statutory requirements and the correct application of accounting principles.
(ii) To periodically review the internal control and risk management systems, including tax risks, and discuss with the auditor any significant weaknesses in the internal control system found in the course of the audit, never compromising its independence. To this end, and where applicable, recommendations and proposals, with the relevant deadlines for follow-up, may be submitted to the governing body.
(iii) To safeguard the independence and effectiveness of the internal auditing function; to propose the selection, appointment, and dismissal of the head of the internal audit service; to approve the budget for this service; to approve the annual work plan for the internal audit, ensuring that its activity mainly focuses on the relevant risks (including reputational risks); to receive information about its activities regularly; to verify whether senior management takes into account the conclusions and recommendations in its reports; and to discuss with the auditor or auditing firms any significant weaknesses in the internal control system detected in the course of the audits.
(iv) To set up and oversee a mechanism that enables employees and anyone else related to the company, such as directors, shareholders, providers, contractors or subcontractors, to anonymously and confidentially report irregularities of any kind that they may notice within the Company or its group.
(v) To ensure that the policies and systems established regarding internal control are effectively applied in practice.
(c) With regard to the auditor:
(i) To bring proposals on the selection, appointment, re-election and replacement of the auditor, as well as the conditions to contract such party, to the Board and to be in charge of the selection process, also examining the reasoning behind any resignation, where applicable.
(ii) To ensure that the Company communicates the change of auditor via the National
Securities Market Commission (CNMV) and, upon any disagreement with the outgoing auditor, it will ensure that there is an accompanying statement regarding said disagreements and their content.
(iii) To regularly receive from the auditor information on the audit plan and the results of its implementation, and to verify whether senior management has taken its recommendations into account.
(iv) To ensure that the external auditor holds a meeting on an annual basis with the full Board of Directors to inform them about the work carried out and the evolution of the accounting and risk situation of the Company.
(v) To establish an appropriate relationship with the auditor to receive information about any issues that could jeopardise the independence of the auditors, for examination by the Audit Committee, and any other information related to the progress of the audit process, as well as any other communication set forth in the legislation on financial statements auditing and auditing standards. In any case, they must receive written confirmation from the auditor or audit firms once a year asserting their independence from the entity or entities that are directly or indirectly related to it, as well as information on additional services of any kind provided to these entities by the aforementioned auditor or firms, or by individuals or entities related to them in accordance with the legislation on auditing.
In this regard, the Audit Committee shall ensure that the auditor's remuneration for his/her work does not compromise the quality or independence thereof and shall ensure that both the Company and the auditor respect the regulations in force regarding the provision of services other than those of auditing, the limits on the auditor's concentration of business and, in general, any other regulations regarding the independence of auditors.
(vi) To issue a report expressing an opinion on the independence of the auditor once a year, prior to issuance of the auditor's report. Such report must, in all cases, refer to the additional services referred to in the paragraph above.
(d) As regards the risk management and control policy:
(i) To propose to the Board of Directors a risk management and control policy, which shall identify and determine as a minimum: (i) the financial and non-financial types of risks (including operational, technological, legal, social, environmental, political, and reputational risks, as well as those related to corruption) to which the Company is exposed, including, among the financial or economic risks, contingent liabilities and other off-balance sheet risks; (ii) a risk control and management model based on different levels; (iii) setting the risk level deemed acceptable by the Company; and (iv) measures to mitigate the impact of the risks identified, should they materialise.
(ii) To supervise the operation of the Company's risk management and control unit, which is responsible for: (i) ensuring that the risk management and control systems function properly and, in particular, ensuring that all the significant risks affecting the Company are adequately identified, managed and quantified; (ii) actively participating in the creation of the risk strategy and in reaching important decisions about its implementation; and (iii) ensuring that the risk management and control systems adequately mitigate the risks in accordance with the policy defined by the Board of Directors.
(e) To review the prospectuses or equivalent documents for issuance and/or admission of securities and any other financial reporting that the Company is required to submit to the markets and its supervisory bodies.
(a) The financial reports that the Company, due to its status as a listed company, must periodically publish. The Audit Committee shall ensure that interim financial statements are prepared using the same accounting standards as the annual statements and, to this end, shall consider whether a limited review by the auditor is appropriate.
(b) The creation or acquisition of shares in special-purpose entities or entities based in countries or territories classified as tax havens, as well as any other transactions or operations of a similar nature that, due to their complexity, could diminish the Company's transparency.
(c) Related-party transactions.
(d) Operations entailing structural and corporate modifications planned by the Company, analysing their financial terms and conditions, including, where applicable, the exchange ratio and impact on the accounts.
(a) oversee compliance with the Company's corporate governance rules and internal codes of conduct, ensuring that the corporate culture is in line with its purpose and values, and
(b) oversee the application of the general policy relating to the reporting of economicfinancial, non-financial and corporate information, and also of the general policy relating to communication with shareholders and investors, proxy voting advisors and other stakeholders, and shall monitor the way in which the Company communicates and liaises with the small and medium-sized shareholders.
On the other hand, Article 41 of the Regulations of the Board of Directors attributes the following duties to the Nomination and Compensation Committee:
"(a)To assess the skills, knowledge and experience of the Board, describe the duties and skills required from the candidates to fill the vacancies, and assess the time and dedication required for them to perform the entrusted tasks.
(b) To verify compliance with the board member hiring policy each year, and to report on this in the Annual Corporate Governance Report.
(c) To examine and arrange the procedure for replacing the Chairperson of the Board of Directors and, where appropriate, the chief executive, to make this process easily understood, and to make proposals to the Board to ensure that this process takes place in an orderly, well-planned manner.
(d) To guide the proposals for the appointment and dismissal of members of Senior Management that the Chairperson submits to the Board and the basic conditions of their contracts.
(e) To raise proposals for appointments of independent directors to the Board of Directors, either for appointment under the co-option system or by submitting the proposal to the General Shareholders' Meeting for a decision, and making proposals for re-election or removal of such directors by the General Shareholders' Meeting.
(f) To guide the proposals for appointments of other directors, either for appointment under the co-option system or by submitting the proposal to the General Shareholders' Meeting for a decision, and making proposals for re-election or removal thereof by the General Shareholders' Meeting.
(g) To guide the Board on gender diversity issues, to set representation targets for the under-represented gender on the Board of Directors and to create guidelines for achieving such targets.
(h) To arrange and coordinate periodic assessments of the Board of Directors' chairperson and, in conjunction with such person, periodic assessments of the Board of Directors, its committees, chairperson, secretary and the chief executive of the Company. 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.
(a) Propose the following to the Board of Directors:
(i) The remuneration policy for directors and for the parties that carry out senior management duties and under direct supervision of the Board, executive committees or managing directors, ensuring compliance with such policy.
(ii) The individual remuneration of directors and approval of the contracts entered into by the Company and its directors who carry out executive duties, ensuring compliance with such contracts.
(iii) The types of contracts for Senior Management.
(b) Ensure compliance with the remuneration policy for directors approved in the General Meeting."
Lastly, Article 42 of the Regulations of the Board of Directors attributes the following duties to the Sustainability Committee:
For further information, see Note 32 of the notes to the Group's Consolidated Financial Statements for the year ended 31 December 2022.
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
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
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.
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
A.1.1 Please explain the current directors' remuneration policy for the current year. Insofar as it is relevant, certain information may be included by reference to the remuneration policy approved by the general shareholders meeting, provided that its inclusion is clear, specific and concrete.
A description must be given of the specific decisions for the current financial year, both regarding directors' remuneration for their status as such and for the performance of executive duties, which the board has carried out in accordance with what is set out in the contracts signed with the executive directors and with the remuneration policy approved by the general meeting.
In any case, the following aspects should be reported as a minimum:
The Directors' Remuneration Policy of Gestamp Automoción, S.A. (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.
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).
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:
As a controlling shareholder of the Company, the Executive Chairman does not benefit from a long-term incentive scheme in his remuneration structure.
• 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.
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:
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:
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.
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 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.
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:
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.
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.
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.
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.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:
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:
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:
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:
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:
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:
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:
Executive Director: it was agreed to maintain the same remuneration applied in the previous year:
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:
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%).
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.
| 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. |
| 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 |
| 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
| 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 |
|---|
| 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:
| 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 |
| 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 |
|---|
| Name | Item | Remuneration amount |
|---|---|---|
| Director 1 |
| Remarks | ||
|---|---|---|
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:
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.
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 | |
|---|---|---|---|
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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