Duties of Directors

General duties of Directors are: 1. Duties imposed by Law and the Articles of association must be performed by Directors with loyalty to the corporate interest. 2. Directors are bound to: be informed on the course of business of the Company and attend all the meetings at which Directors will make an effecti e contribution to the process of making important decisions. !oreo er" Directors will undertake any specific task assigned to them by the #oard of Directors. Another task of Directors is to in estigate any irregularity in the management of the Company and also they are to monitor any situations of risk. $urthermore" Directors can urge an e%traordinary meeting of the #oard and appose any resolutions that are contrary to the Company&s interests. 'f Directors choose resign" they will e%plain the reasons for their resignation in the letter. Directors are to keep confidential information a secret e en after their resignation. (bligation of non)competition bounds Directors not to render professional ser ices in competitor companies.

Conflict of interest
'f there is a conflict between the interest of the Company and personal interest of Director it is said that the conflict of interest e%ists. Directors ha e a personal interest when the matter affects them or a *erson related to +hem. ,elated *ersons are: a- +he spouse of the Director b- +he ascendants" descendants and siblings of the Director or of the spouse of the Director c- +he spouse of the ascendants" descendants and siblings of the Director d- +hose companies in which they are director or senior managers or in which they hold a participation o er 2./ of its issued share capital. $or Directors who are legal entities" ,elated *ersons are: a- *artners to the Director legal entity b- +hose companies that are part of the same corporate group c- +he representati e 0a natural person-" the administrators" li1uidators and attorneys.

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2hould there a situation of conflict of interest arise" the following rules shall apply: 1. 'nformation)directors must inform the #oard of Directors of any situation of conflict in which they are

2. Abstention)director must abstain from attending the meetings and oting in those matters regarding which they are conflicted about 3. +ransparency)when the Director informes the Company about the conflict of interest" the Company must inform of that situation in the Corporate Go ernance ,eport.

Usage of corporate assets

Directors are forbidden to use the Company&s assets or to take ad antage of their position in the Company. $urthermore" directors are not to use Company&s non)public information for their own purposes. 't is allowed only in the case that the information is not used for ac1uisition or sale of shares in the Company and that its use is not harmful to the Company. !oreo er" directors are not to take ad antage of business opportunity corresponding to the company for their own benefit or for the benefit of their ,elated *ersons. Directors are also forbidden to use the name of the Company or their position as Directors for their own transactions or those of their ,elated *ersons.

Duties of information of directors

'f the Director is a shareholder in the Company or their closest relati es are shareholders in the Company" he must pro ide information about it. Directors are also obliged to inform the Company if they hold capital in a similar or complementary business range and of the offices and posts they hold in same. +he #oard of Directors are entitled to know of any transaction between the Company and Director took place. 't will appro e that transaction only if a report has been issued pre iously. 'f any transactions are condicted with Directors" ,elated *ersons" and significant shareholders" the Company will inform about it in the half)yearly public periodic information and in the annual corporate go ernance report.