Microsoft Word - CIE-IAGC ctas 31-12-15-Ingles

APPENDIX I



ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED COMPANIES


IDENTIFICATION DATA OF ENTITY


CLOSING DATE PERIOD OF REFERENCE: 12/31/2015


C.I.F. A-20014452



BUSINESS NAME


CIE AUTOMOTIVE, S.A.


REGISTERED OFFICE


ALAMEDA MAZARREDO, 69 - 8º - 48009 BILBAO (VIZCAYA)



1



ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED COMPANIES


A. - STRUCTURE OF OWNERSHIP


  1. Complete the following table on the company's capital:


    Date of latest modification

    Share capital (€)

    Number of shares

    Number of voting rights

    06/06/2014

    32,250,000.00

    129,000,000

    129,000,000


    State whether there are different classes of shares with different associated rights:


    X

    YES NO


  2. Give details on the direct and indirect holders of significant interest in your company at the year-end, excluding Directors:



    Name of shareholder


    Number of direct voting rights

    Number of indirect voting rights


    % total voting rights

    MAHINDRA & MAHINDRA LTD

    0

    16,040,706

    12.43%

    QMC II IBERIAN CAPITAL FUND, FIL

    4,518,659

    0

    3.50%

    NMAS1 ASSET MANAGEMENT, SGIIC, S.A.

    0

    6,480,671

    5.01%

    INVERSIONES, ESTRATEGIA Y CONOCIMIENTO GLOBAL CYP, S.L.

    8,984,650

    0

    6.96%

    RISTEEL CORPORATION, B.V.

    16,900,021

    0

    13.10%

    SANTANDER ASSET MANAGEMENT S.A., SGIIC

    0

    3,921,146

    3.04%



    Name of the indirect holder of the interest

    Through: Name of the direct holder of the interest


    Number of direct voting rights

    MAHINDRA & MAHINDRA LTD

    MAHINDRA OVERSEAS INVESTMENT COMPANY (MAURITIUS) LTD.

    16,040,706

    NMAS1 ASSET MANAGEMENT, SGIIC, S.A.

    OTHER SHAREHOLDERS

    6,480,671

    SANTANDER ASSET MANAGEMENT S.A., SGIIC

    SGIIC RUN BY SANTANDER ASSET MANAGEMENT

    3,921,146


    List the most significant changes in the shareholder structure during the year:


    Name of shareholder

    Date of the transaction

    Description of the transaction

    MR. JOSE IGNACIO COMENGE SANCHEZ-REAL

    02/06/2015

    Decrease a 5% of share capital


  3. Complete the following tables on members of the Board Directors´ voting rights at the company:



    Name of the Director

    Number of direct voting rights

    Number of indirect voting rights


    % total voting rights

    MR. FERMIN DEL RIO SANZ DE ACEDO

    25,000

    0

    0.02%

    MR. ANTONIO MARIA PRADERA JAUREGUI

    6,450,009

    8,984,650

    11.96%

    MR. JESUS MARIA HERRERA BARANDIARAN

    450,000

    0

    0.35%

    ADDVALIA CAPITAL, S.A.

    6,450,208

    0

    5.00%


    MR. VANKIPURAM PARTHASARATHY

    5

    0

    0.00%

    ACEK DESARROLLO Y GESTION INDUSTRIAL, S.L.

    12,652,182

    16,900,021

    22.91%

    ELIDOZA PROMOCION DE EMPRESAS, S.L.

    12,386,138

    0

    9.60%


    Name of the indirect holder of the interest

    Through: Name of the direct holder of the interest

    Number of voting rights

    MR ANTONIO MARIA PRADERA JAUREGUI

    INVERSIONES, ESTRATEGIA Y CONOCIMIENTO GLOBAL CYP, S.L.

    8,984,650

    ACEK DESARROLLO Y GESTION INDUSTRIAL, S.L.

    RISTEEL CORPORATION, B.V.

    16,900,021


    % total of voting rights held by the Board of Directors 49.84 %


    Complete the following tables on members of the Board of Directors who hold rights about shares in the Company.


  4. Indicate family, commercial, contractual or corporate relationships among significant shareholders known to the company, if any, except any that are insignificant and those deriving from ordinary commercial business:


  5. Indicate commercial, contractual or corporate relationships between significant shareholders and the company and/or its group, if any, except any that are insignificant and those deriving from ordinary commercial business:


  6. Indicate any shareholders' agreements of which the Company has been notified in pursuance of Articles 530 and 531 of the Spanish Companies Law. Describe briefly, if any, indicating the shareholders bound by the agreement:


    X

    YES NO


    Indicate any concerted actions among Company shareholders of which the Company is aware. Describe briefly, if any:


    X

    YES NO


    Expressly indicate any change or break-up of those agreements or concerted actions, if any, that have taken place during the year:


    Not applicable


  7. Indicate any individuals or entities that exercise or may exercise control over the Company in pursuance of Article 4 of the Stock Market Act. Identify any that exist:


    X

    YES NO


    OBSERVATIONS

  8. Complete the following tables on the Company's treasury stock:


    At the close of the financial year:


    Number of direct shares

    Number of indirect shares (*)

    % total of share capital

    0

    0

    0.00%


    (*) Through:


    Give details on any significant variations during the year, according to the established in Royal Decree 1362/2007:


  9. Indicate the terms and conditions of the authorization granted by the General Meeting to the Board of Directors to issue, repurchase or sell treasury shares.


    It is valid until April 30, 2020, inclusive, the mandate given by the General Meeting of Shareholders held on April 30, 2015, whereby the Board of Directors of the Company is authorized to acquire, at any time and as often as deemed fit, shares of CIE Automotive, SA, by any lawful means, including from benefits of exercise and / or unrestricted reserves, as well as that they can subsequently sell or redeem thereof, all in accordance with Article 146 and related provisions of the Spanish Companies Law.


    A.9.bis Estimated free float:


    %

    Estimated floating capital

    30,00


  10. Indicate whether there are any restrictions on the transfer of securities and / or any restrictions on voting rights. In particular, the existence of any restrictions that may impede the acquisition of control of the company through the purchase of shares in the market will be communicated.


    X

    YES NO


  11. Indicate whether the General Shareholders' Meeting has resulted in measures to neutralize a takeover bid under Law 6/2007.

X

YES NO


If so, explain the measures approved and the terms under which the restrictions would become ineffective.


At the General Shareholders' Meeting of CIE Automotive, S.A. held on 23 April 2008, the following arrangement was adopted as a result of point three of the agenda:

SIX.- Approval of the exclusion of limitations on the action to be taken by the Company's governing and management bodies, and those within its group, in the terms established by Article 60.bis.2 of Law 24/1988, of 28 July, on the Stock Market and Article 28.5 of Royal Decree 1066/2007, of 27 July.

In accordance with the provisions of Article 60.bis.2 of Law 24/1988, of 28 July, on the Stock Market and Article 28.5 of Royal Decree 1066/2007, of 27 July, on the public bidding system to acquire shares, stipulate that the limitations referred to by Article 60.bis.2 and Article 28.5 of Royal Decree 1066/2007, of 27 July, will not be applicable to the governing bodies at the Company and the Group in the event that the Company is the target of a public share offering presented by a Company that is not domiciled in Spain and is not subject to these regulations or their equivalent, including those referring to the rules necessary for the General Meeting to adopt resolutions or, by an entity directly or indirectly controlled by such a company, in accordance with the provisions of Article 4 of Law 24/1988, of 28 July, on the Stock Market.

CIE Automotive SA issued this content on 24 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 February 2016 17:29:14 UTC

Original Document: http://www.cieautomotive.com/inversores/files/IGC_A-20014452_2015_EN.pdf