CHAPTER 2 A future-proof company

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Composition of the board of directors and board committees

The Board of Directors is currently formed by 10 directors appointed for a period of six years, who may be re-appointed one or more times, as stipulated in the Bylaws. Of the 10 members, one is an executive, eight are nominee directors (reflecting the current sha- reholder structure) and one is an external independent director. 2,3,4,5,6

2 The two principal shareholders, Mubadala and Carlyle, which together hold almost 100% of share capital, have a majority of Board representation (eight out of 10 directors), thus ensuring alignment with their long-term interests.

3 Cepsa does not establish a maximum number of boards to which external directors may belong, and seven of the 10 directors sit on four or fewer boards. 4 Cepsa does not have an independent Board evaluation process in place. However, there is an Audit, Compliance, Ethics and Risk Committee self-assessment process. The findings were satisfactory in 2021.

5 Cepsa does not have a published diversity policy. 6 There is no requirement as to the maximum number of boards on which external directors may sit. According to the 2021 Management Report, seven of the 10 directors sit on four or fewer boards.

* The Chairman of the Board of Directors, Ahmed Yahia, is an external nominee director representing the principal shareholder Mubadala Investment Company PJSC and is therefore not an executive.

** On 4 February 2021, the director Bakheet Al Katheeri resigned from all his positions on the Board of Directors and the chairman, Musabbeh Al Kaabi, resigned as chairman while continuing to hold a directorship. On the same date, the General Shareholders Meeting appointed Ahmed Yahia as a Board director and subsequently as Chairman of the Board.

*** On 31 December 2021, Philippe Boisseau resigned from all his positions on the Board of Directors and in the company. By means of the respective resolutions of the General Shareholders Meeting of 31 December 2021 and the Board of Directors of 1 January 2022, Maarten Wetselaar was appointed as a Board director and as the new Chief Executive Officer with effect as from 1 January 2022.

Name Board of Directors Level

Audit, Compliance, Ethics and Risk Committee

Nomina- tion and Compen- sation Committee

Strategy and Sus- tainability Committee

Director type

Length of service

Forms part of a minority social group

Compe- tencies related to economic, social and environmen- tal impacts

Stakeholder representa- tion

Ahmed Yahia*,** Chair

Non-ex- ecutive Chair Nominee

From 04/02/2021 No

Majority shareholder

Marcel van Poecke Vice-Chair

Non-ex- ecutive Member Member Nominee

From 15/10/2019 No

Minority shareholder

Philippe Boisseau***

Chief Execu- tive Officer Executive Member Executive

From 15/10/2019 No Yes

Musabbeh Al Kaabi Director

Non-ex- ecutive Nominee

From 26/04/2017 No

Majority shareholder

Ángel Corcóstegui Director

Non-ex- ecutive Chair

Indepen- dent

From 01/02/2016 No

Alyazia Al Kuwaiti Director

Non-ex- ecutive Chair Nominee

From 18/01/2016 No

Majority shareholder

Saeed Al Mazrouei Director

Non-ex- ecutive Member Member Nominee

From 13/11/2018 No

Majority shareholder

Joost Dröge Director Non-ex-ecutive Member Nominee From 15/10/2019 No

Minority shareholder

Marwan Naim Nijmeh Director

Non-ex- ecutive Member Nominee

From 15/10/2019 No

Majority shareholder

Bob Maguire Director Non-ex-ecutive Member Nominee From 15/10/2019 No

Minority shareholder

Jörg Häring Non-voting Secretary Secretary Secretary Secretary From 07/06/2021 Yes

José Téllez Non-voting Vice-Secre- tary

Vice-Secretary From 24/10/2014