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

12/31/2022

year:

Tax ID Number

A08055741

(CIF):

Company name:

MAPFRE S.A.

Registered office:

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

  • /

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

  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

Share capital (€)

Number of

Number of

modification

shares

voting rights

07/01/2011

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

attributed to the shares

financial instruments

rights

of the shareholder

Direct

Indirect

Direct

Indirect

FUNDACIÓN MAPFRE

0.00

69.80

0.00

0.00

69.80

Detail of indirect interests:

Name or

Name or company name

% voting rights

% voting rights through

% total voting

company name

of the direct holder

attributed to the

financial

rights

of the indirect holder

shares

instruments

FUNDACIÓN MAPFRE

CARTERA MAPFRE,

S.L. SINGLE-MEMBER

69.69

0.00

69.69

COMPANY

FUNDACIÓN MAPFRE

FUNDACIÓN

CANARIA MAPFRE

0.11

0.00

0.11

CANARIAS

2 / 83

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

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

Most significant modifications

No significant modifications in the shareholding structure 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:

Of the % total voting

rights attributed to

% voting rights

% voting rights

the shares, indicate,

where applicable, the

Name or company

attributed to shares

through financial

% total voting

% of the additional

name of the board

(including loyalty

instruments

votes attributed

rights

director

shares)

corresponding to

loyalty

loyalty shares

Direct

Indirect

Direct

Indirect

Direct

Indirect

Mr. ANTONIO HUERTAS

0.02

0.00

0.00

0.00

0.02

0.00

0.00

MEJÍAS

Mr. IGNACIO BAEZA

0.01

0.00

0.00

0.00

0.01

0.00

0.00

GÓMEZ

MS. CATALINA MIÑARRO

BRUGAROLAS

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

MS. MARÍA LETICIA DE

0.00

0.00

0.00

0.00

0.00

0.00

0.00

FREITAS COSTA

MS. ROSA MARÍA

0.00

0.00

0.00

0.00

0.00

0.00

0.00

GARCÍA GARCÍA

MR. ANTONIO GÓMEZ

0.00

0.00

0.00

0.00

0.00

0.00

0.00

CIRIA

MS. MARÍA AMPARO

JIMÉNEZ URGAL

0.00

0.00

0.00

0.00

0.00

0.00

0.00

3 / 83

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

Of the % total voting

rights attributed to

% voting rights

% voting rights

the shares, indicate, if

applicable, the % of

Name or company

attributed to shares

through financial

% total voting

the additional votes

name of the board

(including loyalty

instruments

attributed

rights

director

shares)

corresponding to

loyalty

loyalty shares

Direct

Indirect

Direct

Indirect

Direct

Indirect

MR. FRANCISCO JOSÉ

0.00

0.00

0.00

0.00

0.00

0.00

0.00

MARCO ORENES

MR. FERNANDO MATA

0.00

0.00

0.00

0.00

0.00

0.00

0.00

VERDEJO

MR. ANTONIO MIGUEL-

ROMERO DE OLANO

0.00

0.00

0.00

0.00

0.00

0.00

0.00

MS. MARÍA DEL PILAR

PERALES VISCASILLAS

0.00

0.00

0.00

0.00

0.00

0.00

0.00

MR. ALFONSO REBUELTA

0.00

0.00

0.00

0.00

0.00

0.00

0.00

BADÍAS

Total % of voting rights held by board directors

0.03

Detail of indirect interests:

Of the total

number of voting

rights attributed

Name or company

Name or

% voting rights

% voting rights

to the shares,

% total voting

indicate, if

company name

attributed to shares

through financial

name of the board

applicable,% of

of the direct

(including loyalty

instruments

rights

director

the

holder

shares)

additional votes

attributed

corresponding to

loyalty shares

No data

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

Total % of voting rights represented on the Board of Directors

69.69

4 / 83

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

The total percentage of voting rights represented on the Board of Directors corresponds to the percentage stake of 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.

body, or their representatives, in companies that hold significant interests of the listed company or in entities of the group of said significant shareholders.

Name or company name of

Name or company name of

Company name of the

the board director or

the shareholder

group company of the

Description of the

representative, relationship

linked shareholder

significant shareholder

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

CARTERA MAPFRE, S.L.

CARTERA MAPFRE, S.L.

Board Director of CARTERA

MAPFRE, S.L. SINGLE-MEMBER

INCHAUSTI 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 significant

ROMERO DE OLANO

SINGLE-MEMBER COMPANY

SINGLE-MEMBER COMPANY

shareholder

5 / 83

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Mapfre SA published this content on 09 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 February 2023 08:43:08 UTC.