El compromiso de España con la Responsabilidad de Proteger dentro de las Naciones

In accordance with the articles of incorporation, remuneration comprises a fixed sum, the maximum amount of which is determined by the shareholders at their general meeting, and a share in the profits of the Company. It may also consist of shares or share options, subsequent to approval by the shareholders.

In 00 the board of directors prepared a proposal, with the collaboration of the external consultancy firm of independent experts Spencer Stuart, which was submitted to the shareholders at their ordinary general meeting that year. The proposal established the global fixed amount of remuneration for the board of directors at a maximum of Euros 00,000 for 00, 00 and 007 (this amount had not changed since 00) and limited shares in profit, which were statutorily established at % of consolidated net profit, to a maximum of . times the amount of the fixed sum, with 0% of the gross amount distributable as Parent Company shares. This proposal was approved by the shareholders at their ordinary general meeting and was established based on a board of directors comprising members. These criteria considered an average fixed amount of Euros 0,000 thousand per director per year, and Euros 70,000 thousand per year for profit sharing. When preparing the proposal, the board of directors aimed to devise an appropriate and motivating

offer, in line with the number of hours incurred and the responsibility of each position. Care was also taken to avoid excessively high remuneration that could compromise the independence of independent directors.

At their ordinary general meeting held in 007, the shareholders agreed to increase the number of directors to and to adjust the total amount of remuneration for the board of directors to this new number. The amount was thus increased proportionately with the growth in the number of directors, to a fixed annual amount of Euros 70,000. The maximum amount for profit sharing purposes was maintained as . times the amount of the fixed sum, totalling Euros ,00,000. However, as the number of directors during the first half of 007 was , the shareholders exceptionally established a maximum fixed amount for 007 of Euros 7,000, and a maximum amount for profit sharing purposes of . times the amount of the fixed sum, therefore totalling Euros ,0,000.

As agreed by the board of directors, which is duly empowered to distribute to board members the global amount of remuneration established by the shareholders, since 00 remuneration has been distributed to the directors as follows:

(i) A fixed amount of Euros 7,000 for members of the board of directors; Euros ,000 for Delegate Committee members; Euros 0,000 for Audit and Compliance Committee members; Euros ,000 for Appointments, Remuneration and Corporate Governance Committee members. The chairperson of each body, except the Delegate Committee, receives remuneration totalling . times these amounts. (ii) Shares in profit are equally distributed amongst all members, in proportion with the time effectively dedicated to each position during

the year.

Each year the board of directors has agreed to reconsider the amount of profit sharing in the event that the growth and profitability targets published each year are not achieved, and to propose any necessary adjustments to the shareholders at the ordinary general meeting. This situation has not arisen in any year since the statutory remuneration was established in , as the Company has achieved or exceeded its targets each year.

The aforementioned limit for profit sharing purposes of . times the fixed amount has been applied since it was established by the shareholders in 00. This limit is also applicable in 007, in accordance with the accompanying annual accounts.

Consequently, an itemised breakdown of total remuneration for 007 and 00 accrued by the members of the board of directors, in light of their position as directors of the Company, is as follows:

Remuneration of directors (thousands of Euros) 2007 Fixed amount

Appointments, Remuneration

Audit and and Corporate Total Profit Board of Delegate Compliance Governance Fixed Sharing

Director Directors Committee Committee Committee Amount (50% in Shares) Total

Adm. Valtenas () () ,00 -- -- -- ,00 ,000 ,00 I. Aguilera 7,000 ,000 -- -- ,000 70,000 ,000 M. Azpilicueta () ,00 7,00 -- 7,00 ,00 ,000 ,00 Casa Grande de Cartagena () ,00 -- -- -- ,00 ,000 ,00 F. Constans 7,000 ,000 , -- 70, 70,000 0, H. Figarola () ,00 -- -- -- ,00 ,000 ,00 Mediación y Diagnósticos 7,000 ,000 -- ,000 7,000 70,000 7,000 L. Lada () ,00 -- -- 7,00 ,000 ,000 ,000 H. López Isla 7,000 7,00 0,000 -- ,00 70,000 ,00 P. López Jiménez 7,000 7,00 -- ,000 ,00 70,000 ,00 J. Monzón 0,00 ,000 -- -- ,00 70,000 ,00 R. Moranchel 7,000 ,000 -- -- ,000 70,000 ,000 J. Moya-Angeler 7,000 -- -- ,00 ,00 70,000 ,00 M. Oriol () ,00 7,00 0,000 -- ,000 ,000 ,000 Part. y Cartera de Inversión 7,000 -- 0,000 -- 7,000 70,000 7,000 P. Ramón y Cajal 7,000 ,000 -- -- ,000 70,000 ,000 M. Soto 7,000 -- ,7 ,000 ,7 70,000 ,7 J.C. Ureta () ,00 -- 0,000 -- ,00 ,000 ,00

Total 405,000 120,000 110,000 82,500 717,500 1,015,000 1,732,500

Average remuneration by director

(average of , directors during the year) ,00 70,000 ,00

(1) Representing Caja Asturias. (2) Director since July 2007. (3) Director until June 2007.

Remuneration of directors (thousands of Euros) 2006 Fixed amount

Appointments, Remuneration

Audit and and Corporate Total Profit Board of Delegate Compliance Governance Fixed Sharing

Director Directors Committee Committee Committee Amount (50% in Shares) Total

I. Aguilera 7,000 ,000 -- -- ,000 70,000 ,000 M. Azpilicueta 7,000 ,000 -- ,000 7,000 70,000 7,000 F. Constans 7,000 ,000 0,000 -- ,000 70,000 ,000 H. Figarola 7,000 -- -- -- 7,000 70,000 7,000 Mediación y Diagnósticos 7,000 ,000 -- ,000 7,000 70,000 7,000 J. Monzón 0,00 ,000 -- -- ,00 70,000 ,00 R. Moranchel 7,000 ,000 -- -- ,000 70,000 ,000 J. Moya-Angeler 7,000 -- -- ,00 ,00 70,000 ,00 Part. y Cartera de Inversión 7,000 -- 0,000 -- 7,000 70,000 7,000 P. Ramón y Cajal 7,000 ,000 -- -- ,000 70,000 ,000 M. Soto 7,000 -- 0,000 ,000 7,000 70,000 ,000 J.C. Ureta 7,000 -- 0,000 -- 7,000 70,000 7,000

Total 337,500 105,000 90,000 67,500 600,000 840,000 1,440,000

Average remuneration by director

7

In accordance with the aforementioned agreements reached by the shareholders at their ordinary general meeting, 0% of the gross amount of the share in profit is distributed as Parent Company shares, the number of which is determined in line with their market value when the dividend is distributed. The directors have undertaken not to dispose of the shares for as long as they occupy their positions. The remaining 0%, less the withholding corresponding to the entire amount of the share in profit, is paid in cash. Application of the above in 00 entailed the distribution of , Parent Company shares to each director, with a value equivalent to 77% of the net amount of the share in profit.

The total remuneration of the directors indicated above represents 0.77% of consolidated net operating profit and 0.% of consolidated profit before income tax for 007, according to the accompanying consolidated annual accounts prepared by the board of directors (0.% and 0.%, respectively, in 00).

During 007 and 00 no options on Parent Company shares were granted to the members of the board of directors in light of their position as directors. At 007 and 00 year ends the members of the board of directors did not hold, in their capacity as directors, any Parent Company share options.

In 007 and 00 the members of the board of directors did not receive any benefits or remuneration other than the aforementioned. Neither the Parent Company nor any of the Group companies have any pension commitments with the directors, nor have they extended any loans or advances to the directors.

Remuneration of senior management who are also members of the board of directors (executive directors) is accrued through their professional relationship with the Parent Company and, as such, is independent from remuneration received in light of their position as directors, as established in the articles of incorporation. Details of such remuneration are provided in the following section.