“Without prejudice to other tasks it may be entrusted by the Board of Directors, and to other powers it may be reserved by these Regulations, the Audit and Control Committee shall have the following basic responsibilities:

1. To report to the General Meeting of Shareholders on those questions raised regarding matters within the remit of the Audit and Control Committee;
2. To oversee the effectiveness of the internal control system of the Company, the internal audit and the risks management systems, including tax risks, and to review with the financial auditor the significant weaknesses of the internal control system revealed in the course of the audit;
3. To oversee the process for preparing and disclosing the regulated financial information;
4. To table to the Board of Directors the motions on selection, appointment, re-election and replacement of the external auditor, as well as the terms and conditions of the contract to be executed with them, and to regularly gather from the external auditor information about the audit plan and its performance, in addition to preserving its independence in the performance of its duties;
5. To liaise with the external auditor in order to receive information on those matters that could jeopardize its independence, so that the Committee may review them, and on any other matter related to the implementation of the audit process, as well as on those other communications envisaged by the audit legislation and the auditing standards. At any rate, the Committee shall receive every year from the external auditor, the statement of its independence, as well as the information on any additional services of any kind rendered and the relevant fees received by the external auditor or by the persons, natural or legal related to such external auditor, pursuant to the provisions of the prevailing financial audit legislation;
6. To issue on an annual basis, prior to the issue of the auditor’s report, a report expressing an opinion on the independence of the financial auditor. Such report must address at any rate, the assessment of the provision of any additional services referred to in the foregoing paragraph, considered both separately and as a whole, other than the legal audit and its opinion regarding the independence system or the financial audit regulations;
7. To ensure that the Board of Directors shall present the accounts to the General Meeting of Shareholders in an unqualified audit report and without reservations;
8. To advice beforehand the Board of Directors on all the topics covered by statute, the Articles of Association and the Board of Directors’ Regulations, and namely, on (i) the periodic financial information that the Company must disclose on a regular basis; (ii) the creation or acquisition of shares in special purpose vehicles or entities resident in countries or territories considered tax havens, and (iii) the transactions with related parties;
9. To inform the Board of Directors on such transactions that involve structural and corporate changes that the Company plans to carry out;
10. To evaluate any question regarding non financial risks (including operational, technological, legal, social, environmental, political and reputational risks);
11. To regularly evaluate the appropriateness of the corporate governance system of the Company and oversee compliance thereof, as well as compliance with the internal codes of conduct;
12. To review the social responsibility and the environmental sustainability policies and to oversee compliance thereof;
13. To oversee the strategy of communication and relations with shareholders and investors, including small and medium shareholders;
14. To oversee and evaluate the relations systems with the different stakeholders of the company; and
15. To coordinate the process of reporting corporate information and information on diversity, pursuant to the applicable regulations and the international standards of reference.”

“With regard to the preparation of the regulated financial information of the Company and its Group, the Committee shall have the following main duties:

1. To oversee the process of preparation and submission and the integrity of the regulated financial information relating to the Company and its Group, ensuring that the half-yearly financial reports and the quarterly management statements are drafted in accordance with the same accounting standards as the annual financial reports and to oversee the review of the interim financial statements requested from the financial auditor, with the scope and frequency that may be defined, as the case may be;
2. To review compliance with the legal requirements, the appropriate delimitation of the consolidation perimeter and the correct application of the generally accepted accounting principles and international financial reporting standards as may be applicable; and
3. (c) To advice the Board of Directors on any significant change of accounting standard and of the significant risks on the balance sheet and off-balance sheet.”

“With regard to the audit of the accounts of the Company and its Group, the Committee shall have the following main duties:

1. To propose to the Board of Directors the selection, appointment, re-election and replacement of the external auditor, as well as the terms and conditions of the contract to be executed with them, to be subsequently submitted to the General Meeting of Shareholders for approval;
2. To oversee the independence of the financial auditors and the absence of any prohibition or incompatibility circumstances for auditors, pursuant to the legislation on auditing. To perform such task, the Committee shall:
   1. Receive from the auditors on an annual basis, the statement on their independence regarding the Company or the companies related thereto, directly or indirectly;
   2. Oversee the hiring of the financial auditor for services other than financial audit where the amount of the fees to be invoiced is significant, and supervise the terms and the performance of the contracts entered into with the external auditor of the Company for the rendering of such services;
   3. Verify that the Company and the auditor comply with applicable regulations regarding the provision of services other than the auditing of accounts, the limits on the concentration of the auditor’s business, the rules on professional fees and, generally, all other regulations established in order to ensure the independence of the auditors;
   4. Ensure that the remuneration of the external auditor for his works does not compromise the quality and independence thereof;
   5. In the event of resignation of the auditor, examine the circumstances that may have given rise thereto; and
   6. Issue on an annual basis and prior to the issue of the auditor’s report, a report setting forth its opinion on the independence of the auditor. At any rate, such report must contain the assessment of the provision of any additional services other than the legal audit, considered both separately and as a whole, and its opinion regarding the independence system of the auditor pursuant to the audit regulations;
3. To oversee compliance with the audit contract, regularly gathering from the auditor information on the audit plan and its implementation;
4. To review the contents of the auditor’s reports and, where appropriate, of the reports on limited review of interim accounts, as well as other mandatory reports to be prepared by the auditors, prior to the issue thereof, in order to avoid qualified reports, ensuring that the Board of Directors shall present the accounts to the General Meeting of Shareholders in an unqualified audit report and without reservations, and, where appropriate, in the exceptional circumstances where a qualified report is issued, that both the Chair of the Committee and the auditors would clearly explain to the shareholders the contents and scope of such reservations and qualifications;
5. To assess the results of each financial audit and oversee the response of the Senior Executives to their recommendations;
6. To promote that the auditors of the Group’s consolidated accounts shall assume responsibility for the audit work of all or the majority of the companies that form part of such Group; and
7. To ensure that the auditor carrying out the audit of the financial statements or of consolidated accounting documents shall assume full responsibility for the audit report issued, even though the financial statements of the investee companies have been audited by other auditors;
8. To serve as a communication channel between the Board of Directors and the auditors, endeavouring for the latter to have, at least once a year, a meeting with the Board of Directors for the purposes of reporting on the work done and the evolution of the accounting and risk situation of the Company; and
9. To verify that the change of financial auditor is disclosed as a relevant fact to CNMV and, where appropriate, that information is given on the eventual existence of any discrepancies with the outgoing auditor and the contents thereof.”

“With regard to the Internal Audit function of the Company and its Group, the Committee shall have the following main duties:

1. To ensure the independence and effectiveness of the Internal Audit Function overseeing that it has sufficient resources, both human and material, internal and external, to carry out its duties;
2. To approve the budget of the Internal Audit Department, the Internal Audit Plan and the annual activities report of such Department, ensuring that its activities are mainly focused on significant risks for the Company and its Group, and to receive periodic information regarding the activities carried out by the Internal Audit Department;
3. To propose the appointment and removal of the Internal Audit Director, after report of the Nomination Committee; and
4. To verify that Senior Executives take into account the findings and recommendations resulting from the reports issued by the Internal Audit Department.”

“With regard to the internal control and risks management policy of the Company, the Committee shall have the following main duties:

1. To oversee the control and risks management function;
2. To regularly review the internal control and risks management policy, including tax risks;
3. To ensure that the internal control and risks management policy contains at least:
   1. The different types of risk (including without limitation, operational, technological, financial, legal, reputational and tax related) that the Company is faced with, including among such financial or economic risk, contingent liabilities and other off-balance sheet risks;
   2. The determination of the level of risk that the Company deems acceptable;
   3. The measures planned to reduce the impact of the identified risks, should they materialize; and
   4. The information and internal control systems that will be used to monitor and manage the aforementioned risks, including contingent liabilities and other off-balance sheet risks.
4. To review the information about the risks that the Group is faced with, and about the risk control systems, that must be included in the Annual Corporate Governance Report, the management report attached to the annual accounts and the interim financial statements and in any other information instruments of the Company; and
5. To evaluate any question regarding non-financial risks (including without limitation operational, technological, legal, social, environmental, political and reputational) that the control policy and the risks management systems must contain.”

“With regard to the corporate governance policy of the Company and its Group, the Committee shall have the main basic duties:

1. To regularly evaluate the appropriateness of the corporate governance system for the purposes of fulfilling its mission of promoting corporate interest taking into account the lawful interests of the different stakeholders of the company;
2. To oversee compliance with the Internal Regulations of Conduct regarding transactions with Securities, with these Regulations and, generally, with the corporate governance rules of the Company, and to make the relevant motions to improve it;
3. To receive from the Code Compliance Office or, as the case may be, from the Code Compliance Supervisory Board, at least every six months and whenever the Audit and Control Committee may deem it fit for the appropriate exercise of its information functions, information on the degree of compliance with the Internal Regulations of Conduct regarding Transactions in Securities and, namely, with the cases seen, if any, and the resolutions passed;
4. To prepare and table to the Board of Directors for approval, the Annual Corporate Governance Report; and
5. To oversee the operation of the Company’s website with regard to the posting of information on corporate governance included in Section 42 of the Board of Directors’ Regulations.”

“With regard to compliance with the internal regulations of the Company, the Committee shall have the following main duties:

1. To establish and oversee the mechanisms that would allow all the Group’s employees, manufacturers, suppliers or third parties with a direct relationship and a lawful business or professional interest, to report with all due guarantees of confidentiality, indemnity and observing at any rate the regulations on data protection, any potential breach of the Code of Conduct and Responsible Practices, the Code of Conduct for Manufacturers and Suppliers and the remaining internal regulations of the Group;
2. To receive from the Committee of Ethics at least every six months and whenever the Audit and Control Committee may deem it fit for the appropriate exercise of its functions, information on the degree of compliance with the Code of Conduct and Responsible Practices, on the reports of any potential breach of the Code of Conduct for Manufacturers and Suppliers, and, generally, on the enforcement of the regulatory compliance system of the Company, and to submit motions to the Board of Directors for the adoption of measures and policies seeking to improve compliance with such model; and
3. To receive information and, where appropriate, issue reports on the disciplinary measures that are intended for members of the senior management of the Company.”

“With regard to the corporate social responsibility of the Company and its Group, the Committee has the following main duties:

1. To oversee the corporate social responsibility policy, ensuring that it focus on building value;
2. To follow up the strategy and practices of such social responsibility and to evaluate the degree of compliance thereof;
3. To verify the process of reporting corporate information and information on diversity pursuant to the applicable regulations and the international standards of reference; and
4. (d) To receive from the Corporate Social Responsibility Department, at least once a year and whenever the Audit and Control Committee may deem it fit for the appropriate exercise of its functions, information on the social responsibility policy and namely on the following topics
   1. Compliance with the Code of Conduct for Manufacturers and Suppliers, especially underscoring the result of the social audits carried out, directly or indirectly, by the Company for the purposes of ensuring the enforcement of human and social rights throughout its production line;
   2. Social investment of the Company in the areas of education, employment and humanitarian relief, or in any other area it may determine; and
   3. Compliance with the health and safety of the products standards of the products marketed by the Company.”

“With regard to the environmental sustainability of the Company and its Group, the Committee has the following main duties:

1. To oversee the environmental sustainability policy of the Company, ensuring that it focuses on building value;
2. To follow up the strategy and the practices of such environmental sustainability and to evaluate the degree of compliance thereof; and
3. To receive from the Environmental Department at least once a year and whenever the Audit and Control Committee may deem it fit for the appropriate exercise of its functions, information on the environmental sustainability policy and namely on the fulfillment of the goals of the Strategic Environmental Plan from time to time in force.”

“With regard to tax issues of the Company and its Group, the Committee has the following main duties:

1. To advice beforehand the Board of Directors on the creation or acquisition, as the case may be, of interests in special vehicles or entities resident in countries or territories considered tax havens;
2. To receive from the head of tax issues of the Company in order to relay it to the Board of Directors prior to the statement of the annual accounts and the filing of the Corporate Tax return, information on tax criteria followed by the Company during the financial year, and on the degree of compliance with the Code on Good Tax Practices; and
3. To inform the Board of Directors, based upon the information received from the head of tax issues of the Company, on the tax policies applied and, in the case of transactions or matters which must be referred to the Board of Directors for approval, on the tax consequences thereof, when they represent a relevant factor.”

“Additionally, the Committee has the following duties:

1. To oversee the strategy of communication and relations with shareholders and investors, including small and medium shareholders;
2. To oversee and evaluate the relations systems with the different stakeholders of the Company;
3. To inform the Board of Directors on such transactions that the Company or the companies comprising the corporate Group intend to carry out with the directors or with shareholders who hold a significant stake or who have proposed the appointment of any director of the Company, or with their respective related parties, from an arm’s length perspective and the principle of equal treatment to shareholders;
4. To issue a report on such transactions which entail structural and corporate changes that the Company intends to carry out, reviewing the economic terms and the accounting impact thereof, and namely, where appropriate, the proposed exchange ratio; and
5. To prepare an annual report on its own activities.”