La coordinación entre la normativa estatal y la autonómica

Related party transactions

CEPSA performs its transactions with related parties on an arm’s length basis.

In 2008 and 2009, CEPSA performed related party transactions in relation to the following items (in thousands of euros):

2008

Other Group Companies Associates and Others Total

Purchases (12,081,051) (77,136) (12,158,187) Services received (182,692) (152,739) (335,431) Interest paid (41,035) (4,756) (45,791) Sales 10,377,431 651,689 11,029,120 Services provided (162) - (162) Interest collected 52,034 8,829 60,863 Dividends received 232,851 54,409 287,260 Total (1,642,624) 480,296 (1,162,328)

2009

Other Group Companies Associates and Others Total

Purchases (7,383,651) (88,603) (7,472,254) Services received (157,238) (143,837) (301,075) Interest paid (7,369) (3,042) (10,411) Sales 7,888,219 469,381 8,357,600 Services provided (50) 2 (48) Interest collected 12,208 6,578 18,786 Dividends received 220,430 31,826 252,256 Total 572,549 272,305 844,854

Related party balances

In addition, at the end of 2008 and 2009, CEPSA held the following balances with related parties (in thousands of euros):

2008

Other Group Companies Associates and Others Total

Non-current financial assets and investments 1,647,475 218,283 1,865,758 Equity instruments 1,086,401 185,723 1,272,124 Loans to companies 561,068 32,555 593,623

Other financial assets 6 5 11

Trade receivables 820,030 64,027 884,057 Current financial assets and investments 316,691 159,872 476,563

Equity instruments - - -

Loans to companies 316,691 147,872 464,563

Derivatives - - -

Other financial assets - 12,000 12,000 Non-current payables (31,507) (223) (31,730) Current payables (743,930) (115,904) (859,834) Trade payables (329,418) (192,645) (522,063)

CEPSA Legal Documents and Corporate Governance Report

2009

Other Group Companies Associates and Others Total

Non-current financial assets and investments 1,499,558 246,812 1,746,370 Equity instruments 1,084,403 185,723 1,270,126 Loans to companies 415,149 61,087 476,236

Other financial assets 6 2 8

Trade receivables 1,095,520 51,625 1,147,145 Current financial assets and investments 346,494 189,732 536,226

Equity instruments - - -

Loans to companies 345,833 189,732 535,565

Derivatives 661 - 661

Other financial assets - - -

Non-current payables (31,884) - (31,884) Current payables (781,058) (13,440) (794,498) Trade payables (539,847) (203,042) (742,889)

Total 1,588,783 271,687 1,860,470

Remuneration of directors and senior executives

The detail of the remuneration received by the directors at CEPSA in 2009 and 2008, classified by concepts, is as follows (in thousands of euros):

2009

2008

Fixed remuneration 800 1,054

Variable remuneration 218 310

Attendance fees 288 307

Remuneration per By-laws 3,603 3,603

Other items 12 1,844

Pension funds and plans: contributions 943 750

Total 5,864 7,868

On 27 June 2008 the executive chairman retired and vacated his position, which was taken up by a non-executive chairman.

Pursuant to Article 127 ter.4 of the Spanish Companies Law, introduced by Law 26/2003 of 17 July which amends Securities Market Law 24/1988 of 28 July and the Consolidated Spanish Companies Law, in order to reinforce the transparency of listed corporations, the directors have made the disclosures to which the aforementioned Article refers.

Following is a detail of the companies engaging in an activity that is identical, similar or complementary to the activity that constitutes the company object of Compañía Española de Petróleos S.A. in which the members of the Board of Directors own equity interests, and of the functions that they discharge thereat.

Director Investee Line of Business % of Ownership Function

Member of the Executive Committee and General Not significant Manager of Refining D, Michel Bénézit TOTAL, S,A, Energy and Marketing

General manager of corporate development - Financial D, Humbert de Wendel TOTAL, S,A, Energy Not significant Division

General manager of Exploration and Production Research and D, Patrick Pouyanné TOTAL, S,A, Energy Not significant Development Strategy

General Manager of D, Eric de Menten TOTAL, S,A, Energy Not significant Marketing Europe

General Manager of Styrene- Dña, Bernadette Spinoy TOTAL, S,A, Energy Not significant Polymer purchase logistics

Also, pursuant to the aforementioned law, we set forth below the activities carried on by members of the Board of Directors that are identical, similar or complementary to the activity that constitutes the company object of Compañía Española de Petróleos S.A., except for those carried on at other consolidated CEPSA Group companies.

Director Line of Business System under wich Company through wich the Position or Function at the the Activity is Performed Activity is Performed Company Concerned

Member of the Executive Committee and General Integrated oil Manager of Refining and D, Michel Bénézit company As an employee TOTAL, S,A, Marketing

General Manager of Integrated oil Styrene-Polymer purchase Dña, Bernadette Spinoy company As an employee TOTAL,S,A, logistics

General manager of D, Murtadha Al Hashmi Oil transport As an employee IPIC Financial Division

Integrated oil General Manager D, Eric de Menten company As an employee TOTAL, S,A, of Marketing Europe

General manager of Exploration and Production Integrated oil Research and Development D, Patrick Pouyanné company As an employee TOTAL, S,A, Strategy

Proyect management D, Saeed Al Mehairbi Oil transport As an employee IPIC division director

General manager of Integrated oil corporate development - D, Humbert de Wendel company As an employee TOTAL, S,A, Financial Division D, Khadem Al Qubaisi Oil transport As an employee IPIC Chief Executive Officer

CEPSA Legal Documents and Corporate Governance Report

The following Board members discharge director or executive offices at other Group companies and associates.

Director Corporate Name of the Subsidiary Position or Function at the Company

D,Dominique de Riberolles CEPSA Química, S,A, Chairman CEPSA Gas Comercializadora, S,A, Director CEPSA Estaciones de Servicio, S,A, Chairman CEPSA Chimie Bécancour Chairman Petresa America, Inc, Director Interquisa Canada Inc, Director CEPSA Chimie Montréal Chairman Deten Química, S,A, Chairman Compañía Logistica de Hidrocarburos, CLH, S,A, Director

At 31 December 2009 and 2008, the Board of Directors was made up of 13 members, one of whom was a woman and 12 were men.

In 2008 the remuneration received by senior executives who are not executive board members at CEPSA amounted to EUR 6,535 thousand. That relating to 2009, by item, was as follows (in thousands of euros):