FIRST. Analysis and, where appropriate, approval of the amendment to article 26, paragraphs 1 and 3, 29, paragraph 1, and 34 of the Articles of Association in accordance with article 285 of the Corporate Enterprises Act.

1.1. Amendment of article 26, paragraph 1, of the Articles of Association, concerning the number and designation of Board members, in order to reduce the minimum number, from 9 to 6, and maximum, from 15 to 9, of members of the Board of Directors.

1.2. Amendment of article 26, paragraph 3, of the Articles of Association, regarding the number and designation of Board members, to remove the obligation to appoint a Lead Independent Director, regardless of the condition of the Chairman of the Board of Directors.

1.3. Amendment of article 29, paragraph 1, of the Articles of Association, regarding to Board of Directors meetings and quorum to reduce the minimum number of ordinary meetings of the Board of Directors.

1.4. Remove of article 34 of the Articles of Association, regarding to the Executive Committee, to remove the possibility to establish an Executive Committee.

SECOND. Resignation of members of the Board of Directors, determination of the number of members that will form the Board of Directors within the minimum and maximum number established in accordance with article 26 of the Articles of Association, appointment, ratification and re-election, where necessary, of members of the Board of Directors.

2.1. Resignation of the following members of the Board of Directors: Mr. Antonio J. Zoido Martínez, Ms. Javier Hernani Burzako, Mr. David María Jiménez-Blanco y Carrillo de Albornoz, Ms. María Helena dos Santos Fernandes de Santana, Ms. Ana Isabel Fernández Álvarez, Mr. Joan Hortalá i Arau, Ms. Isabel Martín Castella and Mr. Juan Carlos Ureta Domingo.

2.2. Determination of the number of members that will form the Board of Directors within the minimum and maximum number established in accordance with article 26 of the Articles of Association.

2.3. Appointment of Ms. Marion Leslie as member of the Board of Directors for the statutory term of four years, pursuant to the provisions of Article 38.1 of the Articles of Association.

2.4. Appointment of Ms. Belén Romana García as member of the Board of Directors for the statutory term of four years, pursuant to the provisions of Article 38.1 of the Articles of Association.

2.5 Ratification of Mr. Johannes Bernardus Dijsselhof, who was appointed by the Board of Directors by co-option on 18 June 2020, as a member of the Board of Directors for the four-year term stipulated in article 38.1 of the Articles of Association.

2.6. Ratification of Mr. Daniel Schmucki, who was appointed by the Board of Directors by co-option on 18 June 2020, as a member of the Board of Directors for the four-year term stipulated in article 38.1 of the Articles of Association.

2.7. Re-election of Mr. Javier Hernani Burzako as member of the Board of Directors for the statutory term of four years, pursuant to the provisions of Article 38.1 of the Articles of Association.

2.8. Re-election of Mr. David Jiménez-Blanco Carrillo de Albornoz as member of the Board of Directors for the statutory term of four years, pursuant to the provisions of Article 38.1 of the Articles of Association.

THIRD. Approval, where applicable, of the amendment to the Directors' Remuneration Policy in accordance with the provisions of Article 529 novodecies of the Corporate Enterprises Act.

FOURTH. Delegation of powers to formalise, rectify, clarify, interpret, require, supplement, implement and execute in a public deed the resolutions approved.