Mapfre S A : Corporate Governance Annual Report 2021

The English version is a translation of the original in Spanish for information purposes only. In case of discrepancy, the Spanish version shall prevail.

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED

COMPANIES

ISSUER'S IDENTITY DATA

End date of the reference fiscal year:	12/31/2021

Tax ID

A08055741

Number (CIF):

Company name:

MAPFRE S.A.

Registered office:

CARRETERA DE POZUELO A MAJADAHONDA, 52 EDIF.1 (MAJADAHONDA) MADRID

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ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED

COMPANIES

1. OWNERSHIP STRUCTURE

A.1. Complete the following table on the share capital and voting rights attributed, including, where appropriate, those corresponding to loyalty shares, at the closing date of the fiscal year:

Indicate if the company bylaws contain the provision for loyalty shares conferring double voting rights.
[ ]	Yes
[ √ ]	No
Date of last modification	Share capital (€)	Number of		Number of
		shares		voting rights
7/1/2011		307,955,327.30	3,079,553,273		3,079,553,273
Indicate if there are different kinds of shares with different rights associated with them:
[ ]	Yes
[ √ ]	No

A.2. State the direct and indirect holders of significant interests in the company at the close of the fiscal year, including board directors who have a significant interest.

Name or company

% voting rights

% voting rights through

% total voting

name of the

attributed to the shares

financial instruments

rights

shareholder

Direct

Indirect

Direct

Indirect

FUNDACIÓN MAPFRE

0.00

69.80

0.00

0.00

69.80

Detail of indirect interests:

Name or company

Name or company

% voting rights

% voting rights through

% total voting

name of the indirect

name of the direct

attributed to

financial instruments

rights

holder

holder

shares

FUNDACIÓN MAPFRE

CARTERA MAPFRE,

S.L. SINGLE-

69.69

0.00

69.69

MEMBER COMPANY

FUNDACIÓN MAPFRE

FUNDACIÓN

CANARIA MAPFRE

0.11

0.00

0.11

GUANARTEME

State the most significant modifications in the shareholding structure that have occurred during the fiscal year:

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ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED

COMPANIES

Most significant modifications

No significant modifications have taken place during the fiscal year.

A.3. Detail, whatever the percentage, the interest at the fiscal year end of the board directors who hold voting rights attributed to shares in the company or through financial instruments, excluding directors who have been identified in section A.2 above:

					% voting rights		% of voting rights
	%	voting	rights			that can be
Name or company	through financial
attributed	to	% total voting	transferredthrough
name of the board	instruments
shares		rights	financial instruments
director
	Direct		Indirect	Direct	Indirect		Direct	Indirect
MR. FERNANDO		0.00		0.00	0.00	0.00	0.00	0.00	0.00
MATA VERDEJO
MS. ROSA MARÍA		0.00		0.00	0.00	0.00	0.00	0.00	0.00
GARCÍA GARCÍA
MS. MARÍA DEL PILAR
PERALES VISCASILLAS		0.00		0.00	0.00	0.00	0.00	0.00	0.00
MR. JOSÉ MANUEL		0.00		0.00	0.00	0.00	0.00	0.00	0.00
INCHAUSTI PÉREZ
MS. ANA ISABEL		0.00		0.00	0.00	0.00	0.00	0.00	0.00
FERNÁNDEZ ÁLVAREZ
MR. ANTONIO MIGUEL-
ROMERO DE OLANO		0.00		0.00	0.00	0.00	0.00	0.00	0.00
MR. ANTONIO GÓMEZ		0.00		0.00	0.00	0.00	0.00	0.00	0.00
CIRIA
MR. ALFONSO REBUELTA		0.00		0.00	0.00	0.00	0.00	0.00	0.00
BADÍAS
MS. CATALINA MIÑARRO
BRUGAROLAS		0.00		0.00	0.00	0.00	0.00	0.00	0.00
MR. JOSÉ ANTONIO		0.00		0.00	0.00	0.00	0.00	0.00	0.00
COLOMER GUIU
Mr. IGNACIO BAEZA		0.01		0.00	0.00	0.00	0.01	0.00	0.00
GÓMEZ
Mr. LUIS HERNANDO DE
LARRAMENDI MARTÍNEZ		0.00		0.06	0.00	0.00	0.06	0.00	0.00
MR. FRANCISCO JOSÉ		0.00		0.00	0.00	0.00	0.00	0.00	0.00
MARCO ORENES
Mr. ANTONIO HUERTAS		0.02		0.00	0.00	0.00	0.02	0.00	0.00
MEJÍAS
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ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED

COMPANIES

MS. MARÍA LETICIA DE

0.00

0.00

0.00

0.00

0.00

0.00

0.00

FREITAS COSTA

Total % of voting rights held by board directors

0.09

Detail of indirect interests:

% of voting

Name or company

Name or

% voting rights

% voting rights

rights that can be

company name

through financial

% total voting

transferred

name of the board

attributed to

of the direct

instruments

rights

through financial

director

shares

holder

instruments

No data

Detail of the total percentage of voting rights represented on the board:

Total % of voting rights represented on the Board of Directors	69.78

The total percentage of voting rights represented on the Board of Directors is the sum of the total percentage of voting rights owned by all the members of the Board of Directors and the percentage of interest held by CARTERA MAPFRE, S.L.U. (indicated in section A.2 above), a company represented on the Board of Directors by the three nominee directors.

A.4. Where applicable, list any family, commercial, contractual or corporate relationships between holders of significant interests, insofar as the company is aware of them, unless they are insignificant or arise from ordinary trading or exchange activities, excluding those reported in section A.6:

Related name or company name	Type of Relationship	Brief description
No data

A.5. Where applicable, list any commercial, contractual or corporate relationships between holders of significant interests, and the company and/or its group, unless they are insignificant or arise from ordinary trading or exchange activities:

Related name or company name	Type of Relationship	Brief description
No data

A.6. Describe the relationships, unless they are insignificant for both parties, that exist between the significant shareholders or those represented on the board and the board directors, or their representatives, in the case of legal company administrators.

Explain, as the case may be, how significant shareholders are represented. Specifically, list board directors who have been appointed on behalf of significant shareholders, those whose appointment would have been promoted by significant shareholders, or who are linked to significant shareholders and/or companies of their group, and explain the nature of such relationships. Notably, where appropriate, the existence, identity and position of board members, or representatives of directors, of the listed company, who are, in turn, members of the governing body, or their representatives, in companies that hold significant interests of the listed company or in entities of the group of said significant shareholders.

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ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED

COMPANIES

Name or company name of	Name or company name of	Company name of the
the related board director	the affiliated significant	significant shareholder	Description of the
or representative	shareholder	group	relationship/position
MR. FERNANDO MATA	CARTERA MAPFRE, S.L.	CARTERA MAPFRE, S.L.	Board Director of CARTERA
MAPFRE, S.L. SINGLE-MEMBER
VERDEJO	SINGLE-MEMBER COMPANY	SINGLE-MEMBER COMPANY
COMPANY
MR. JOSÉ MANUEL INCHAUSTI	CARTERA MAPFRE, S.L.	CARTERA MAPFRE, S.L.	Board Director of CARTERA
MAPFRE, S.L. SINGLE-MEMBER
PÉREZ	SINGLE-MEMBER COMPANY	SINGLE-MEMBER COMPANY
COMPANY
MR. ANTONIO MIGUEL-	CARTERA MAPFRE, S.L.	CARTERA MAPFRE, S.L.	Appointed board director
as proposed by the
ROMERO DE OLANO	SINGLE-MEMBER COMPANY	SINGLE-MEMBER COMPANY
significant shareholder
MR. ALFONSO REBUELTA	CARTERA MAPFRE, S.L.	CARTERA MAPFRE, S.L.	Appointed board director
as proposed by the
BADÍAS	SINGLE-MEMBER COMPANY	SINGLE-MEMBER COMPANY
significant shareholder
Mr. IGNACIO BAEZA GÓMEZ	CARTERA MAPFRE, S.L.	CARTERA MAPFRE, S.L.	Board Director of CARTERA
MAPFRE, S.L. SINGLE-MEMBER
				SINGLE-MEMBER COMPANY	SINGLE-MEMBER COMPANY
				COMPANY
Mr. LUIS HERNANDO DE	CARTERA MAPFRE, S.L.	CARTERA MAPFRE, S.L.	Appointed board director
as proposed by the
LARRAMENDI MARTÍNEZ	SINGLE-MEMBER COMPANY	SINGLE-MEMBER COMPANY
significant shareholder
Mr. ANTONIO HUERTAS	CARTERA MAPFRE, S.L.	CARTERA MAPFRE, S.L.	Chairman of the Board of
MEJÍAS	SINGLE-MEMBER COMPANY	SINGLE-MEMBER COMPANY	Directors
						CARTERA MAPFRE, S.L.
						SINGLE-MEMBER COMPANY

A.7. Indicate if any shareholder agreements have been disclosed to the company that affect it under art. 530 and 531 of the Companies Act. Where applicable, briefly describe them and list the shareholders bound by such agreement:

[ ]	Yes
[ √ ]	No

Indicate whether the company knows of the existence of concerted actions among its shareholders. If so, describe them briefly:

[ ]	Yes
[ √ ]	No

If there have been any modifications or terminations of said pacts or agreements or concerted actions during the fiscal year, indicate this expressly.

A.8. Indicate whether any person or organization exercises or may exercise control over the company pursuant to Article 5 of the Securities Market Act. If so, identify them:

[ √ ]	Yes
[ ]	No

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