Corporación Financiera Alba S A : Annual Corporate Governance Report in 2022

ANNUAL CORPORATE GOVERNANCE REPORT

OF LISTED PUBLIC LIMITED COMPANIES

ISSUER IDENTIFICATION DETAILS

Year-end date:

2022/12/31

TAX ID (CIF):

A-28060903

Company Name:

CORPORACION FINANCIERA ALBA, S.A.

Registered Office:

CASTELLO, 77, 5ª PLANTA MADRID

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ANNUAL CORPORATE GOVERNANCE REPORT

OF LISTED PUBLIC LIMITED COMPANIES

A. OWNERSHIP STRUCTURE

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

Indicate whether company bylaws contain the provision of double loyalty voting:

[ ]

Yes

1. No

Date of the last		Share capital (euros)	Number of		Number of voting
modification of		shares		rights
the share capital
29/11/2022		59,245,174,00		59,245,174	59,245,174
Indicate whether there are different classes of shares with different associated rights:
[ ]	Yes

1. No

A.2. List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:

Name or	% of voting rights
attached to the
company name	% of voting rights through	% of total voting
shares
of the	financial instruments
rights
shareholder

	Direct	Indirect	Direct	Indirect
GLORIA	3.71	0.01	0.00	0.00	3.72
MARCH
DELGADO
JUAN MARCH	12.79	8.26	0.00	0.00	21.05
DELGADO
CATALINA	4.63	0.00	0.00	0.00
MARCH JUAN	4.63
BANCA	15.03	0.00	0.00	0.00	15.03
MARCH, S.A.
CARLOS	19.34	1.22	0.00	0.00	20.56
MARCH
DELGADO
JUAN MARCH
DE LA LASTRA 7.61	1.15	0.00	0.00	8.76
JUAN MARCH 3.87	1.23	0.00	0.00	8.10
JUAN

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ANNUAL CORPORATE GOVERNANCE REPORT

OF LISTED PUBLIC LIMITED COMPANIES

For explanatory purposes, MS GLORIA MARCH DELGADO has an indirect shareholding in the share capital of 0.006%. It is indicated as 0.01 because the system only admits two decimal points.

MR JUAN MARCH DELGADO is the Chairman of the Board of Trustees of the FUNDACIÓN MARCH JUAN and the

FUNDACION INSTITUTO JUAN MARCH DE ESTUDIOS E INVESTIGACIONES.

The significant shareholder BANCA MARCH, S.A. which has a 15.02% shareholding in the company appoints MR JUAN MARCH DE LA LASTRA as its representative in the Board of Directors of Corporación Financiera Alba, S.A.

Breakdown of the indirect holding:

Name or company name	Name or company name	% of voting rights	% voting rights through	% of total voting
of the indirect owner	of the direct owner	attached to the	financial instruments
rights
		shares
JUAN MARCH	SURISLA, S.A.	0.78	0.00	0.78
DELGADO
JUAN MARCH	M.B. DE INVERSIONES,	5.27	0.00	5.27
S.A.
DELGADO
JUAN MARCH	FUNDACION JUAN	0.64	0.00	0.64
DELGADO	MARCH
JUAN MARCH	FUNDACION
DELGADO	INSTITUTO JUAN
	MARCH DE	1.57	0.00	1.57
	ESTUDIOS E
	INVESTIGACIONES
CARLOS MARCH	CONCEPCION DE
LA LASTRA	0.42	0.00	0.42
DELGADO
RAMOS-PAUL
CARLOS MARCH		0.80	0.00	0.80
DELGADO	SON DAVIU, S.L.
JUAN MARCH JUAN	PEÑA TAJADA, S.L.	1.23	0.00	1.23
GLORIA MARCH	AGROPECUARIA EL	0.01	0.00	0.01
AGUILA, S.A.
DELGADO
JUAN MARCH DE LA	ATACAMPA, S.A.	1.15	0.00	1.15
LASTRA

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

Most significant movements

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ANNUAL CORPORATE GOVERNANCE REPORT

OF LISTED PUBLIC LIMITED COMPANIES

A.3. Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in Section A2 above:

			% voting rights		% voting rights that can
	% of voting rights		be transmittedthrough
Name or company name	through financial
attached to the	% of total voting	financial instruments
of director	instruments
shares (including	rights
	loyalty votes)
	Direct	Indirect	Direct	Indirect		Direct	Indirect
SANTOS MARTINEZ-
CONDE GUTIERREZ-	0.00	0.00	0.00	0.00	0.00	0.00	0.00
BARQUIN

Total percentage of voting rights held by the Board of Directors

34.42

Breakdown of the indirect holding:

						% voting rights that
Name or company name		Name or company	% of voting rights	% voting rights		can be transmitted
	name of the direct	through financial	% of total voting	through
of director		attached to the
	shareholder	instruments	rights	financial
		shares
					instruments
No data

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

Total percentage of voting rights held by the Board of Directors

34.42

For explanatory purposes, MR SANTOS MARTÍNEZ-CONDEGUTIÉRREZ-BARQUÍN is a direct shareholder of 0.003% of the Company. It is indicated as 0.00 because the system only admits two decimal points.

A.4. If applicable, state any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, except those that are reported in Section A.6:

Name or company name of related party	Nature of relationship	Brief description
JUAN MARCH DELGADO, GLORIA	Family-related	JUAN MARCH DELGADO and GLORIA
MARCH DELGADO	MARCH DELGADO are brother and sister.
CARLOS MARCH DELGADO, GLORIA	Family-related	CARLOS MARCH DELGADO and GLORIA
MARCH DELGADO	MARCH DELGADO are brother and sister.

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ANNUAL CORPORATE GOVERNANCE REPORT

OF LISTED PUBLIC LIMITED COMPANIES

Name or company name of related party	Nature of relationship	Brief description
JUAN MARCH DELGADO, CARLOS MARCH	Family-related	JUAN MARCH DELGADO and CARLOS
DELGADO	MARCH DELGADO are brothers.
JUAN MARCH DELGADO, CATALINA	Family-related	JUAN MARCH DELGADO and CATALINA
MARCH JUAN	MARCH JUAN are father and daughter.
JUAN MARCH JUAN, CATALINA MARCH JUAN	Family-related	JUAN MARCH JUAN and CATALINA MARCH
	JUAN are brother and sister.

A.5. If applicable, indicate any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or group, unless they are insignificant or arise in the

ordinary course of business:

Name or company name of related party	Nature of relationship	Brief description

No data

A.6. Unless insignificant for both parties, describe the relationships that exist between significant shareholders, shareholders represented on the Board and directors or their representatives in the case of directors that are legal persons.

Explain, if applicable, how significant shareholders are represented. Specifically, indicate those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders or who are linked to significant shareholders and/or companies in its group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of directors of the listed company, or their representatives, as the case may be, of the listed company, who are, in turn, members or representatives of members of the Board of Directors that hold significant shareholdings in the listed company or in group companies of these significant shareholders:

Name or company name of the	Name or company name of the	Company name of the group
related director or	related significant shareholder	company of the significant	Description of relationship/post
representative		shareholder
	JUAN MARCH	JUAN MARCH	JUAN MARCH JUAN is the
JUAN MARCH JUAN	son of JUAN MARCH
DELGADO	DELGADO
	DELGADO
			JUAN MARCH JUAN is a
JUAN MARCH JUAN	BANCA MARCH, S.A.	BANCA MARCH, S.A.	Director of BANCA MARCH,
			S.A.
CARLOS MARCH			CARLOS MARCH DELGADO
BANCA MARCH, S.A.	BANCA MARCH, S.A.	is a Director of BANCA
DELGADO
		MARCH, S.A.
JUAN MARCH DE LA			JUAN MARCH DE LA
BANCA MARCH, S.A.	BANCA MARCH, S.A.	LASTRA is the Chairman of
LASTRA
		BANCA MARCH, S.A.
JUAN MARCH DE LA	CARLOS MARCH	CARLOS MARCH	JUAN MARCH DE LA LASTRA
is the son of CARLOS MARCH
LASTRA	DELGADO	DELGADO
DELGADO

BANCA MARCH, S.A. has endorsed MR JUAN MARCH DE LA LASTRA as its representative on the Board of Directors of CORPORACION FINANCIERA ALBA as a proprietary director.

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