652019 ANNUAL AND CORPORATE RESPONSIBILITY REPORT

In October 2019, The Carlyle Group com- pleted an agreement to buy a non-con- trolling interest in Cepsa from Mubadala, corresponding to 37% of our company's share capital. In this context, there was a renewal of our Governance Bodies and of the company's Internal Regulations, of particular note being the adaptation of the bylaws and the Board of Directors Regulations to the new structure.

Our governance structure separates e- ffective management and administration functions from those of oversight and control. Our main governance bodies are the Annual General Meeting, the Board

of Directors and the two Board Advisory Committees.

The Board of Directors is Cepsa's high- est administrative and representative body. Its responsibilities include super- vising and controlling the management and evolution of the business; approving the company's plans, policies, objectives and strategies, and ensuring the correct execution and implementation thereof. It also draws on the support of two Advi- sory Committees: the Audit, Compliance and Ethics Committee and the Nomina- tion and Remuneration Committee.

STRUCTURE AND GOVERNANCE BODIES

Board of Directors

Audit, Compliance and Ethics Committee

Audit Operating

Committee

Nomination and Remuneration

Committee

Compliance and Ethics Operating

Committee

Risk Control

Operating Committee

Diversity and Inclusion

Strategic Committee