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REMUNERATIONS

REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT, INCLUDING TYPE OF REMUNERATION RECEIVED1

Average remuneration for Senior Management in 2019 (thousands of euros)

Fixed remuneration

Variable remuneration

Average Remuneration of

Statutory Care Other

concepts Pension

schemes and funds

Executive Directors 890 7,124 108.72 112 467

Non-Executive Directors 108.72

Management 369.13 832.62 16.50 81

1 The amount corresponding to variable remuneration in the Directors' section includes the early settlement of amounts accrued in short and long-term incentives, as well as extraordinary incentives derived from Cepsa's share sale transactions. The Management Committee section includes extraordinary incentives deriving from the sale of Cepsa shares.

The Directors' and Officers' Liability insurance policy taken out for the Cepsa Group was renewed on 15 October 2019 for 12 months, with a total net annual premium of 122,000 euros for the entire Group. This amount is paid by Cepsa as the policyholder and cannot be broken down by individual since, apart from covering Group directors and executives, it also covers all employees who take decisions on behalf of the company.

Directors who do not perform executive functions only receive remuneration under the "Bylaw-mandated benefits" heading, amounting to EUR 611 thousand in 2019. In accordance with the provisions of the current text of Article 229 of the Law on Corporations, the company's directors have disclosed the following conflicts of interest:

With regard to the other members of the Board of Directors, none of them, either at the end of the 2019 financial year or on the date of preparation of these financial statements, has reported any situation of conflict, direct or indirect, that they or persons related to them might have with the interest of the Company, in accordance with the provisions of the Law on Corporations.

At 31 December 2019 and 2018, the Board of Directors was made up of 10 directors (9 men and 1 woman), in addition to the Secretary and Deputy Secretary who are not directors. Senior management in 2019 and 2018 was made up of 8 members, all men.

On 15 October 2019, Pedro Miró Roig and Philippe Boisseau left the Executive Board. The remuneration shown in the section on Executive Directors is the total remuneration received by both.

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RATIO BETWEEN THE HIGHEST COMPENSATION PAID AND THE AVERAGE PAID TO EMPLOYEES BY COUNTRY1

Country 2019 Ratio 2018 Ratio Ratio increase

Spain 30.94 81.78 -0.62

Belgium 2.30 4.04 -0.43

Brazil 12.56 - -

China 4.81 4.03 0.19

Colombia 6.77 11.70 -0.42

Italy 2.18 - -

Malaysia 4.60 4.30 0.07

The Netherlands 1.54 1.20 0.34

Peru 7.43 6.36 0.17

Portugal 12.54 - -

Singapore 5.77 5.10 0.13

Thailand 7.10 8.40 -0.16

United Kingdom 1.79 1.54 0.16

1 Total annual compensation of the highest paid person in the organization by geography among the median annual compensation of all employees. Only the salary (fixed compensation + variable compensation) of local employees in each country on a full-time basis is included.