This document is a translation into English of an original document drafted in Spanish. This
document contains:
(i)

(ii)

(iii)
(iv)

Consolidated Annual Financial Statements of the Company and its subsidiaries for
Fiscal Year 2023, drawn up by the Board of Directors at its meeting of February 27,
2024;
Consolidated Management Reports of the Company and the companies included inits scope of consolidation drawn up by the Board of Directors at its meeting of
February 27, 2024;
the signing page andthe Responsibility Statement of the Directors of the Company.

This translation is for information purposes only, therefore, it is not considered as financial
information. In case of discrepancy, the Spanish version shall prevail. The Spanish version of thisdocument is available on the official website of the Company (www.gestamp.com).

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIES
Consolidated Financial Statements
and Consolidated Directors' Reportfor the year ended
31 December 2023

CONTENTS
NOTE
Consolidated Statement of financial position
Consolidated Statement of profit or loss
Consolidated Statement of comprehensive income
Consolidated Statement of changes in equity
Consolidated Statement of cash flow
Notes to the Consolidated Financial Statements
Activity of Gestamp Automoción, S.A. and Subsidiaries
1
Scope of consolidation
2
2. a Breakdown of scope of consolidation
2. b Changes in the scope of consolidation
Business combinations
3
Basis of presentation
4
4. 1 True and fair view
4. 2 Comparison of information
4. 3 Basis of consolidation
4. 4 Going concern
4. 5 Argentina and Turkey hyperinflation adjustment
4. 6 Alternative management indicators
Changes in accounting policies
5
Summary of significant accounting policies
6
6. 1 Foreign currency transactions
6. 2 Property, plant and equipment
6. 3 Business combinations and consolidation goodwill
6. 4 Investment in associates
6. 5 Other intangible assets
6. 6 Financial assets
6. 7 Impairment losses on assets
6. 8 Assets and liabilities held for sale and discontinued operations
6. 9 Trade and other receivables
6. 10 Inventories
6. 11 Revenue recognition and assets from contracts with customers
6. 12 Government grants
6. 13 Financial liabilities (suppliers, borrowings and others)
6. 14 Provisions and contingent liabilities
6. 15 Employee benefits
6. 16 Leases
6. 17 Derivative financial instruments
Significant accounting estimates and criteria
7
7. 1 Significant estimates
7. 2 Main accounting judgements
Changes in significant accounting policies and estimates and restatement of errors
8
Segment reporting
9
Intangible assets
10
Property, plant and equipment
11
Financial assets
12
Inventories
13
Assets from contracts with customers
14
Trade and other receivables / Other current assets and liabilities / Cash and cash equivalents
15
Capital, own shares and share premium
16
Retained earnings
17
17. 1 Legal reserve of the Parent Company
17. 2 Unrestricted reserves of the Parent Company
17. 3 Availability of reserves at fully consolidated companies
17. 4 Approval of the Financial Statements and proposed distribution of profit
Translation differences18
Non-controlling interests
19
Deferred income
20
Provisions and contingent liabilities
21
Provision for employee compensations
22
Borrowed funds
23
Deferred tax
24
Trade and other payables
25
Operating income
26
Operating expenses
27
Financial income and financial expenses
28
Corporate income tax
29
Earnings per share
30
Commitments
31
Related Party transactions
32
32. 1 Balances and transactions with Related Parties
32. 2 Board of Directors´remuneration
32. 3 Senior Management´s remuneration
Other disclosures
33
33. 1 Auditors´ fees
33. 2 Environmental matters
Financial risk management34
34. 1 Financial risk factors
34. 2 Hedge accounting
34. 3 Valuation method (fair value estimate)
34. 4 Capital risk management
35
Information on payment deferrals to suppliers in trade operations
36
Subsequent events
37
Information on compliance with article 229 of the Spanish Companies Law
Additional note for English translation
38
APPENDIX I
Scope of consolidation
APPENDIX II
Indirect investments
APPENDIX III Guarantors

1

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT DECEMBER 31, 2023 AND DECEMBER 31, 2022
(In thousands of euros)

Note

December 31, 2023

December 31, 2022

570,002528,904

ASSETS
Non-current assets
Intangible assets

10

Goodwill

145,178

127,467

Other intangible assets

424,824

401,437

4,875,438

4,645,651

Property, plant and equipment

11

Land and buildings

1,515,012

1,527,799

Plant and other PP&E

2,653,887

2,628,871

706,539

488,981

135,465

183,788

Investments in associates accounted for using the equity method

13,492

16,852Loans and receivables

3,144

24,379103,572

130,849

PP&E under construction and prepayments
Financial assets

12

Derivatives in effective hedges
Other non-current financial assets
Deferred tax assets

24

Total non-current assets

15,257

11,708572,146447,579

6,153,051

5,805,922

Current assets
Inventories

13

Commodities and other consumables

547,048

541,164

499,705

495,073

By-products and scrap

537

331

Prepayments to suppliers

46,80645,760Assets from contracts with customers

14

576,228

519,624

264,669

284,410Finished products and by-products

179,127

179,842

Trade receivables, tooling

132,432

55,372

1,195,160

1,260,130

Trade receivables

892,279

1,005,678

Other receivables

19,99349,291

Current income tax assets

39,316

19,829Receivables from public authorities

243,572

185,332

Work in progress

Trade and other receivables

15

Other current assets

15

130,556

114,747

Financial assets

12

149,658

104,621Loans and receivables

6,765

7,437

Securities portfolio

88,01823,574

Other current financial assets

54,87573,6101,176,833

1,695,101

Total current assets

3,775,483

4,235,387

Total assets

9,928,534

10,041,309

Cash and cash equivalents

15

2

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT DECEMBER 31, 2023 AND DECEMBER 31, 2022
(In thousands of euros)

Note

December 31, 2023

December 31, 2022

Issued capital

16

287,757

287,757

Treasury shares

16(11,934)(1,603)

Share premium

16

61,591

61,591Retained earnings

17

2,442,021

2,279,910

Translation differences

18(538,276)(467,459)

Interim dividend

17(40,051)(35,086)

2,201,108

2,125,110

EQUITY AND LIABILITIES
EquityCapital and reserves attributable to equity holders of the Parent Company

Equity attributable to equity holders of the Parent Company
Equity attributable to non-controlling interest

19

Total equity

660,260

632,797

2,861,368

2,757,907

Liabilities
Non-current liabilities
Deferred income

20

94,93635,660Non-current provisions

21

181,224

171,325

Non trade liabilities

23

2,759,996

2,706,297

2,257,933

2,252,035

Interest-bearing loans and borrowings and debt issues
Derivative financial instruments

60,576

11,447

Other non-current financial liabilities

436,713429,067

Other non-current liabilities
Deferred tax liabilities

24

4,774

13,748387,583

319,861

Other non-current liabilities

14,286

17,424

Total non-current liabilities

3,438,025

3,250,567

895,186

1,461,481

311,900

576,918

Current liabilities
Non trade liabilities

23

Interest-bearing loans and borrowings and debt issues
Derivative financial instruments

2,754

-

Other current financial liabilities

377,904

686,936

Other current liabilities

202,628

197,627

2,710,290

2,501,112

Trade accounts payable

2,364,587

2,174,721

Current tax liabilities

41,91935,803

Other accounts payable

303,784

290,588
62,352

Trade and other payables

25

Current provisions

21

19,147

Other current liabilities

15

4,518

7,890

3,629,141

4,032,835

Total current liabilities
Total liabilities

7,067,166

7,283,402

Total equity and liabilities

9,928,534

10,041,309

3

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIESCONSOLIDATED INCOME STATEMENTFOR THE PERIOD ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022
(In thousands of euros)

Note

December 31, 2023

December 31, 2022

CONTINUING OPERATIONSOPERATING INCOME

26

12,450,040

11,043,098

12,273,716

10,726,444

Other operating income

197,094

189,190

Changes in inventories(20,770)

127,464(11,769,667)(10,503,412)

Revenue

OPERATING EXPENSE

27

Raw materials and other consumables(7,837,655)(6,974,801)

Personnel expenses(1,810,705)(1,625,824)

Depreciation, amortisation, and impairment losses(690,822)(669,846)

Other operating expenses(1,430,485)(1,232,941)

OPERATING PROFIT/ (LOSS)

680,373

539,686

Financial income

28

35,247

16,064

Financial expenses

28(232,634)(162,763)

Exchange gains (losses)

28(86,447)(5,042)

Share of profit/(loss) from associates - equity method

12

1,229

2,951

Change in fair value of financial instruments

28

5,384

-

Impairment and gain (loss) from disposal of financial instruments

28

6,529

-

Result of exposure to inflation

4.5

4,503

559

414,184

391,455(94,147)(89,713)

320,037

301,742(39,369)(41,776)

280,668

259,966

PROFIT/ (LOSS) BEFORE TAXES FROM CONTINUING OPERATIONS
Income tax expense

29

PROFIT/ (LOSS) FOR THE YEAR
Profit (loss) attributable to non-controlling interest

19

PROFIT/ (LOSS) ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY

Earnings per share (euros)-BasicFrom continuing operations
From discontinued operations

30

0.49
0.49
-

0.45
0.45
-

-Diluted
From continuing operations
From discontinued operations

30

0.49
0.49
-

0.45
0.45
-

4

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022
(In thousands of euros)

December 31, 2023

December 31, 2022

320,037

301,74217(3,240)23,04123.b.1)(67,622)

91,322(55,131)

86,327

PROFIT/ (LOSS) FOR THE YEAROTHER COMPREHENSIVE INCOME
Other comprehensive income not to be reclassified to income in next years:
Actuarial gains and losses
Other comprehensive income to be reclassified to income in next years:
From cash flow hedges
Translation differences
Attributable to Parent Company

18(70,817)50,740Attributable to non-controlling interest

19

15,68635,587

194,044

502,432- Parent Company

139,290425,022- Non-controlling interest

54,754
194,044

77,410502,432

TOTAL COMPREHENSIVE INCOME NET OF TAXES
Attributable to:5

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2023
(In thousands of euros)
Issued capital(Note 16)
AT JANUARY 1, 2023

287,757

Treasury Shares(Note 16)

Share premium(Note 16)

(1,603)61,591Retained earnings(Note 17)
2,279,910

Translationdifferences(Note 18)

(35,086)

Total capital andreserves

Non-controllinginterest(Note 19)

Total Equity

2,125,110

632,797

2,757,907

Profit/ (Loss) for the period

280,668

280,668

39,369320,037

Fair value adjustments (Hedge) (Note 23.b.1))(67,622)(67,622)

Variation in translation differences (Note 18)(467,459)

Interim Dividend(Note 17)(70,817)

Actuarial gains and losses (Note 22.b))(2,939)Total comprehensive income

210,107

Dividends distributed by the Parent Company (Note 17.2)(77,985)(70,817)(4,965)(67,622)(70,817)

15,686(2,939)(301)(3,240)139,290

54,754

194,044(19,171)(19,171)(82,950)Dividends distributed by subsidiaries (Note 19)(55,131)(82,950)Dividends distributed by associates (Note 12)
Treasury shares acquisitions (Note 16.b)) (Note 17.2)(10,331)495(9,836)

Business combination (Edscha Aditya Automotive Systems Pvt Ltd) (Note 3)(9,836)
1,769

1,769

(62,493)(40,645)

52,181

52,181

423
660,260

5,589
2,861,368

Business combination (Gestión Global de Matricería and Global Laser Araba, S.L.) (Note 2.b)Increased ownership interest in companies with previous control (Note 2.b)

21,84821,848Compensation based on shares (Long-term incentive plan) (Note 27.b))

2,480

2,480

Increase share capital of subsidiaries (Note 19)
Other movements
AT DECEMBER 31, 2023

287,757(11,934)

61,591

6

5,166
2,442,021(538,276)(40,051)

5,166
2,201,108

2,480

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2022
(In thousands of euros)
Issued capital(Note 16)
AT JANUARY 1, 2022

287,757

Treasury Shares(Note 16)

Share premium(Note 16)

(2,716)

61,591Retained earnings(Note 17)
1,947,115

Translationdifferences(Note 18)

Non-controllinginterest(Note 19)

Total Equity

1,753,699

467,676

2,221,375

259,966

259,966

41,776

301,742Fair value adjustments (Hedge) (Note 23.b.1))

91,322

91,32235,58786,327

Actuarial gains and losses (Note 22.b))22,994

Total comprehensive income

374,282

Dividends distributed by the Parent Company (Note 17.2)(46,562)(21,849)

Total capital andreserves

Profit/ (Loss) for the period
Variation in translation differences (Note 18)(518,199)

Interim Dividend(Note 17)50,74022,99447

23,04150,740425,022

77,410502,432(13,237)(59,799)

Dividends distributed by subsidiaries (Note 17.2)
Treasury shares acquisitions (Note 16.b)) (Note 17.2)

1,113

(83)

Other movements
AT DECEMBER 31, 2022

287,757(1,603)61,591

7(59,799)(5,074)(5,074)

129,300

129,300

1,030

Business combination (Sideacero Subgroup)
Increased ownership interest in companies with previous control (Note 2.b)91,32250,740

1,030

5,539

5,539

(38,588)(33,049)(381)
2,279,910(381)
2,125,110

2,073
632,797

1,692
2,757,907(467,459)(35,086)

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIESINTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD ENDED DECEMBER, 31 2023 AND DECEMBER, 31 2022
(In thousands of euros)
Note

December 31, 2023

December 31, 2022

Profit/ (Loss) for the year before taxes

414,184

391,455

Adjustments to profit

957,011

818,077

690,822669,846

CASH FLOWS FROM OPERATING ACTIVITIES

Depreciation, amortisation and impairment of intangible assets and PP&E

10-11

Financial income

28(35,247)(16,064)

Financial expenses

28

232,634

162,763

Exchange rate differences

86,4485,042(1,229)(2,951)

Change in fair value of financial instruments(5,384)-

Impairment and gain (loss) from disposal of financial instruments(6,529)-Result of exposure to inflation(4,504)(559)

1,371,195

1,209,532(88,746)(15,492)

Share of profit/(loss) from associates - equity method

12

TOTAL EBITDA
Other adjustments to profit
Change in provisions

21(29,452)

14,705Grants released to income

20(7,673)(5,538)Gain (loss) from disposal of intangible assets and PP&E

(6,747)(4,443)

Unrealized exchange rate differences(56,203)(20,775)

Other incomes and expenses
Changes in working capital

11,329559

164,522

71,102(Increase)/Decrease in Inventories

13-14

22,409(166,240)(Increase)/Decrease in Trade and other receivables

14-15(34,413)(328,032)(Increase)/Decrease in Other current assets

15(12,641)(11,352)

Increase/(Decrease) in Trade and other payables

25

192,957

574,417

Increase/(Decrease) in Other current liabilities
Other cash flows from operating activities
Interest paid

(3,790)2,309(283,873)(220,242)(231,461)(162,012)

Interest received

35,247

16,064

Income tax received/(paid)(87,659)(74,294)

1,163,098

1,044,900

Cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIESPayments on investments
Group companies and associates
Addition to consolidation scope(1,011,195)(847,687)(21,044)(100,000)

12,41962,862Other intangible assets

10-23(130,035)(105,362)

Property, plant and equipment

11-23(821,760)(677,839)(50,775)(27,348)

19,97334,586

Net change in financial assets
Proceeds from divestments
Other intangible assets

10

-

3,600

Property, plant and equipment

11

19,323

26,515

650

4,471

20

67,0366,488(924,186)(806,613)

Net change of financial assets
Grants, donations and legacies received
Cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds and payments on equity instruments(27,462)(90,448)2.b) - 19(40,645)(33,049)

Contribution of funds from non-controlling interests

19

53,950-Net change in non-controlling interests

19(9,697)(10,127)

Own shares

16

Payment to non-controlling interests from shareholding acquisition

Other movements in equity
Proceeds and payments on financial liabilities

23

Issue
Interest-bearing loans and borrowings
Credit facilities, discounted bills, factoring and leasing(10,331)

1,113(20,739)(48,385)(601,794)

104,626

1,574,827

563,828

1,217,969

368,837

356,858

191,446

Borrowings from related parties

-

1,247

Other borrowings

-

2,298

Repayment of(2,176,621)(459,202)(1,930,115)(341,526)

Credit facilities, discounted bills, factoring and leasing(122,654)(115,337)

Borrowings from related parties(110,006)-

Other borrowings(13,846)(2,339)Interest-bearing loans and borrowings

Payments on dividends and other equity instruments
Dividends

17-19-23

Cash flows from financing activities(97,679)(53,334)(97,679)(53,334)(726,935)(39,156)

Effect of changes in exchange rates(30,245)

15,732NET INCREASE/ DECREASE OF CASH OR CASH EQUIVALENTS(518,268)

214,863

8

GESTAMP AUTOMOCIÓN, S.A. AND SUBSIDIARIESNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2023
Note 1. Activity of Gestamp Automoción, S.A. and Subsidiaries (hereinafter, the Group)
The company GESTAMP AUTOMOCIÓN, S.A. (limited company), hereinafter the Parent, wasincorporated on December 22, 1997. Its registered office is in Abadiano (Vizcaya, Spain), at the Lebario
Industrial Estate.
Its corporate purpose is to provide advisory and financing services and a link with the automobile
industry for all its subsidiaries.
Since April 7, 2017, the shares of the Parent Company have been listed in the four Spanish Stock
Exchanges (Madrid, Barcelona, Valencia and Bilbao).
The Parent, in turn, forms part of a group headed by its majority shareholder, Acek Desarrollo y Gestión
Industrial, S.L., and the companies forming such group perform significant commercial and financialtransactions under the terms and conditions established among the parties on an arm’s length basis.
Intra-Group and related parties transfer prices are duly documented in a transfer price dossier as
stipulated by the prevailing legislation.
The Group's subsidiaries centre their activities around the development and manufacture of metalcomponents for the automotive Industry via stamping, assembly, welding, tailor welded blanks, theconstruction of tools (moulds for the manufacture of parts) and machinery and the Group also has
services companies and companies engaging in the research and development of new technologies. In
addition, the companies incorporated in 2022 by the Sideacero Subgroup (Note 3) centre their activity
on the management of metal waste (iron and non-iron).
Most of the Group’s activities are located in the Western Europe segment; the North America segment
constitutes the second most significant geographic market and the Asia segment the third one (Note 9).
Group sales are concentrated across a limited number of customers due to the nature of theautomotive Industry. However, the Group supplies products globally to the top vehicle manufacturers
by volume worldwide, and new customers are being added, in line with the Group's growth anddiversification strategy.
Note 2. Scope of Consolidation
2.a Breakdown of scope of consolidation
Appendix I lists the companies forming the scope of consolidation, together with the consolidation
method used, registered office, line of business, ownership interest (direct and indirect) and theauditors of such companies.
Appendix II lists the companies that hold the indirect investments, corresponding to December 31,
2023, and December 31, 2022.
No significant subsidiaries have been excluded from the scope of consolidation.

9

The closing of the financial year for the companies included in the scope of consolidation is December
31, with the exception of the following subsidiaries, whose financial years close on March 31. However,an accounting close at December 31, was performed to include the financial statements of thesecompanies in the Consolidated Financial Statements at December 31, 2023, and December 31, 2022:







Gestamp Services India Private, Ltd.
Gestamp Automotive India Private, Ltd.
Gestamp Automotive Chennai Private Ltd.
Gestamp Pune Automotive Private, Ltd.
Gescrap India Private, Ltd.
Edscha Aditya Automotive Systems Pvt, Ltd.

The following German subsidiaries are included in these consolidated financial statements using thefull consolidation method and are exempt from the responsibility of auditing their financial statements
and publishing their own consolidated accounts for 2023 in Germany, using the additional regulationof §264 (3) German Commercial Code:














GMF Holding, GmbH (Bielefeld, Germany)
Gestamp Umformtechnik, GmbH (Ludwigsfelde, Germany)
Gestamp Wolfsburg, GmbH (Ludwigsfelde, Germany)
Gestamp Griwe Westerburg, GmbH (Westerburg, Germany) (Griwe Subgroup)
Gestamp Griwe Haynrode, GmbH (Haynrode, Germany) (Griwe Subgroup)
Edscha Holding GmbH (Remscheid, Germany)
Edscha Engineering GmbH (Remscheid, Germany)
Edscha Kunststofftechnik GmbH (Remscheid, Germany)
Edscha Automotive Hengersberg GmbH (Hengersberg, Germany)
Edscha Automotive Hauzenberg GmbH (Hauzenberg, Germany)
Edscha Mechatronics Solutions GmbH (Remscheid, Germany)
Autotech Engineering Deutschland, GmbH (Bielefeld, Germany)
Gescrap GmbH (Ichtershausen, Germany)

There are no significant restrictions on the capability of accessing to or using the assets or settle theliabilities of the subsidiaries included in the consolidation scope.
2.b Changes in the scope of consolidation
2023
Business combinations
 On February 28, 2023, the Parent acquired 70% of the shares of Gestión Global de Matricería,
S.L., for the amount of 15,579 thousand euros. Gestión Global de Matricería, S.L. is in turn theparent company, with 100% of the capital, of GGM Puebla, S.A. de C.V.; Kunshan Gestool
Tooling Manufacturing Co, Ltd.; IxCxT, S.A.; Ingenería y Construcción Matrices, S.A.; and GGM
Puebla de Servicios Laborales, S.A. de C.V.
Previously, the Parent Company already owned 30% of the share capital of Gestión Global de
Matricería, S.L., which was consolidated using the equity method.
Since control was gained with the acquisition in 2023, the method of consolidation of all thecompanies described in the previous paragraph has been changed to the full consolidation
method (Note 3 and 7.2). This change entails a transfer from equity method reserves to fully
consolidated reserves amounting to -4,080 thousand euros (Note 17).
10 On March 31, 2023, Edscha Holding GmbH subscribed a capital increase with share premiumof Edscha Aditya Automotive Systems Pvt Ltd. whereby 50% of the share capital of thiscompany was acquired for 2,952 thousand euros.
 On May 8, 2023, the Parent signed two contracts to acquire 70% of the shares of Global Laser
Araba, S.L., for 2,513 thousand euros.
Previously, the Parent Company already owned 30% of the share capital of Global Laser Araba,
S.L., which was consolidated using the equity method.
Since control was gained with the acquisition in 2023, the method of consolidation of thecompany paragraph has been changed to the full consolidation method (Note 3 and 7.2). Thischange entails a transfer from equity method reserves to fully consolidated reserves
amounting to 425 thousand euros (Note 17).
Inclusion in the scope of consolidation due to formation
 On March 10, 2023, Gestamp Saint Clair, LLC. was incorporated and is wholly owned by
Gestamp North America, Inc. The company was fully consolidated.
 Gestamp Stanton, LLC. was incorporated on 10 March 2023 and is wholly owned by Gestamp
North America, Inc. The company was fully consolidated.
 On March 10, 2023, Gestamp Holding Hamilton, Inc. was incorporated and is wholly owned by
the Parent. The company was fully consolidated.
 During the third quarter of 2023, Gescrap Turkey Metal Sanayi Ve Ticaret Limited Sirketi wasincorporated on November 4, 2021, and had not been incorporated until now as it was
immaterial. The company was fully consolidated.
 In Jul Loire USA, INC. was incorporated in 2023 and is wholly owned by the company Loire
S.A.F.E. The company was fully consolidated.
Changes in ownership percentage
 On January 31, 2023, Gestamp Navarra, S.A. formalised the sale and purchase agreement
whereby it acquired 17.50% of the share capital of Mursolar 21, S.L., which in turn holds a
100% stake in Gestamp Auto Components (Shenyang) Co. Ltd. and Gestamp Auto Components(Dongguan) Co. Ltd.
The purchase price of the ownership interest amounted to 27,025 thousand euros, which was
paid in the same procedure by bank transfer.
Since the transaction involves a change in the ownership interest retaining the control, thedifference between the adjustment of the non-controlling interest (40,980 thousand euros)(Note 19) and the fair value of the consideration paid (27,025 thousand euros) was recognised
directly in equity (13,955 thousand euros) (Note 17).
The translation differences previously allocated to non-controlling interests were assigned to
the Group, for the percentage acquired, increasing the result of the operation (which wasrecognised in reserves at fully consolidated companies) and decreasing the non-controlling11

interest by an additional 1,237 thousand euros. This amount is included in the line "Variationin translation differences" in the Consolidated Statement of Changes in Equity.
 On March 30, 2023, a purchase agreement was entered into whereby the Parent acquired 30%of the share capital of Gestamp Holding Argentina, S.L., thereby bringing the Group's
shareholding in the latter to 100%.
The purchase price of the share was 1 euro.
Since the transaction involves a change in the ownership interest retaining the control, thedifference between the adjustment of the non-controlling interest (18,274 thousand euros)(Note 19) and the fair value of the consideration paid (1 euro) was recognised directly in equity(18,274 thousand euros) (Note 17). Furthermore, the translation differences previously
allocated to non-controlling interests were assigned to the Group, for the percentage
acquired, increasing the result of the operation (which was recognised in reserves at fully
consolidated companies) and decreasing the non-controlling interest by an additional 14,929
thousand euros. This amount is included in the line "Variation in translation differences" in theConsolidated Statement of Changes in Equity. Therefore, the total result of the transaction
recorded in equity was 3,345 thousand euros.
 On July 26, 2023, a purchase and sale agreement was entered into whereby the Parent
Company sells 9% of the share capital of Smart Industries Consulting and Technologies, S.L.
The purchase price of the ownership interest amounted to 9 thousand euros, which was paidin the same procedure by bank transfer.
Since the transaction involves a change in the ownership interest retaining the control, thedifference between the adjustment of the non-controlling interest (5 thousand euros) (Note19) and the fair value of the consideration paid (9 thousand euros) was recognised directly inequity (-4 thousand euros) (Note 17).
 On July 7, 2023, a purchase and sale agreement was signed whereby the subsidiary Anhui
Edscha Automotive Parts Co Ltd. acquires 45% of the share capital of Shanghai Edscha
Machinery Co. Ltd. thus bringing the Group's shareholding in the latter to 100%.
The purchase price of the shareholding amounted to 10,234 thousand euros (81,000 thousand
renmimbis).
Since the transaction involves a change in the ownership interest retaining the control, thedifference between the adjustment of the non-controlling interest (3,689 thousand euros)(Note 19) and the fair value of the consideration paid (10,234 thousand euros) was recognised
directly in equity (-6,545 thousand euros) (Note 17).
The translation differences previously allocated to non-controlling interests were assigned to
the Group, for the percentage acquired, increasing the result of the operation (which wasrecognised in reserves at fully consolidated companies) and decreasing the non-controllinginterest by an additional 1,516 thousand euros. This amount is included in the line "Variationin translation differences" in the Consolidated Statement of Changes in Equity.
 On July 26, 2023, a purchase agreement was signed whereby the subsidiary Gestamp Palencia,
S.A. acquired 50% of the share capital of Tuyauto Gestamp Morocco, S.A., thus reaching 100%of the Group's shareholding in the latter.

12

The purchase price of the share was 3,386 thousand euros.
Since the transaction involves a change in the ownership interest retaining the control, thedifference between the adjustment of the non-controlling interest (-450 thousand euros)(Note 19) and the fair value of the consideration paid (3,386 thousand euros) was recognised
directly in equity (-3,836 thousand euros) (Note 17).
The translation differences previously allocated to non-controlling interests were assigned to
the Group, for the percentage acquired, increasing the result of the operation (which wasrecognised in reserves at fully consolidated companies) and decreasing the non-controllinginterest by an additional 15 thousand euros. This amount is included in the line "Variation intranslation differences" in the Consolidated Statement of Changes in Equity.
Merger of companies As at December 31, 2022, the merger of the companies Gestamp Servicios Laborales de
Toluca, S.A. de C.V. and Mexicana de Servicios Laborales, S.A. de C.V. (absorbed companies)
and Gestamp Mexicana de Servicios Laborales II, S.A. de C.V. (absorbing company) wasapproved.
 On July 21, 2023, the merger of the companies MB Solblank Navarra, S.L. (absorbed company)
and Gestamp Abrera, S.A. (absorbing company) was approved.
 On July 21, 2023, the merger of the companies Gestamp Automotive Vitoria, S.L. (absorbed
company) and Global Laser Áraba, S.L. (absorbing company) was approved.
Exclusions from the consolidation scope On February 8, 2023, the subsidiary Gestamp San Luis de Potosí Servicios Laborales, S.A.P.I. DE
C.V. was dissolved.
 On May 31, 2023, the subsidiary Gestamp Finance Slovakia S.R.O. was wound up.
 On October 31, 2023, the subsidiary Gestamp Funding Luxemburgo, S.A. was dissolved.
2022
Business combinations
 On December 1, 2022, the Parent acquired 33.34% of the shares of Sideacero, S.L., for 100,000
thousand euros. Sideacero, S.L. is in turn the parent company of the Gescrap and Reimasa
subgroups (list of companies included in Appendix I). This subgroup was included in the scopeof consolidation using the full consolidation method (Notes 3 and 7.2).
Inclusion in the scope of consolidation due to formation
 On December 27, 2022, Changchun Xuyang Gestamp Auto Components Co., Ltd. wasincorporated, and 49% of which is owned by Gestamp (China) Holding Co. This company was
consolidated using the equity method.
 On December 22, 2022, Gestamp Automotive Vitoria, S.L. was incorporated, 99.99% of which
is owned by the Parent and 0.01% by the investee Gestamp North Europe Services, S.L. It was
included in the consolidation scope using the full consolidation method.
13 On December 16, 2022, the company Gestamp Wolfsburg GmbH was incorporated and iswholly owned by the investee GMF Holding GmbH. It was included in the consolidation scopeusing the full consolidation method.
 On August 9, 2022, Edscha Mechatronics Solutions GmbH was incorporated and is wholly
owned by Edscha Holding, GmbH. It was included in the consolidation scope using the fullconsolidation method.
 On June 17, 2022, Smart Industry Consulting and Technologies, S.L.U. was incorporated and iswholly owned by the parent company, Gestamp Automoción, S.A. It was included in the
consolidation scope using the full consolidation method.
 On March 22, 2022, Gestamp Proyectos Automoción 1, S.L. was incorporated and is wholly
owned by the parent company Gestamp Automoción, S.A. It was included in the consolidation
scope using the full consolidation method.
 On March 22, 2022, the company Gestamp Proyectos Automoción 3, S.L. was incorporated,
and is 99.81% owned by the parent company Gestamp Automoción, S.A. and 0.19% owned by
the group company Gestamp Servicios, S.A. It was included in the consolidation scope using
the full consolidation method.
Changes in ownership percentage
 On January 31, 2022, the partial divestment by COFIDES, S.A. was carried out. S.M.E. in
Gestamp Holding China, AB (sale to Gestamp Automoción, S.A. of 23.30% of the share capitalof Gestamp Holding China, AB.) which, in turn, wholly owns Gestamp Auto Components(Kunshan) Co. Ltd.
The purchase price of the ownership interest amounted to 13,317 thousand euros, which was
paid in the same procedure by bank transfer.
Since the transaction involves a change in the ownership interest retaining the control, thedifference between the adjustment of the non-controlling interest (30,139 thousand euros)(Note 19) and the fair value of the consideration paid (13,317 thousand euros) was recognised
directly in equity (16,822 thousand euros) (Note 17).
The translation differences previously allocated to non-controlling interests were assigned to
the Group, for the percentage acquired, increasing the result of the operation (which wasrecognised in reserves at fully consolidated companies) and decreasing the non-controllinginterest by an additional 4,669 thousand euros. This amount is included in the line "Variationin translation differences" in the Consolidated Statement of Changes in Equity.
 On January 31, 2022, the partial divestment by COFIDES, S.A. was carried out. S.M.E. in
Gestamp Holding Rusia, S.L. (sale to Gestamp Automoción, S.A. of 11.24% of the share capitalof Gestamp Holding Rusia, S.L.), which in turn holds 74.98% of Todlem, S.L., and the latterwholly owns Gestamp Severstal Vsevolozhsk, LLC and Gestamp Severstal Kaluga, LLC in
both cases.
The purchase price of the ownership interest amounted to 19,732 thousand euros, which was
paid in the same procedure by bank transfer.

14

Since the transaction involves a change in the ownership interest retaining the control, thedifference between the adjustment of the non-controlling interest (8,449 thousand euros)(Note 19) and the fair value of the consideration paid (19,732 thousand euros) was recognised
directly in equity (-11,283 thousand euros) (Note 17).
The translation differences previously attributed to minority interests were allocated to theGroup for the percentage acquired, reducing the result of the transaction (which has beenrecorded under the heading of Reserves for full consolidation) and increasing the noncontrolling interest by an additional -5,774 thousand euros. This amount is included in the line
"Variation in translation differences" in the Consolidated Statement of Changes in Equity.
Exclusions from the consolidation scope On December 22, 2022, the subsidiary Matricerías Deusto, S.L. was dissolved.
 On February 25, 2022, the subsidiary Gestamp Washington UK Limited was dissolved.
Note 3. Business combinations
2023
Gestión Global de Matricería, S.L.
On February 28, 2023, the Parent signed a purchase agreement for Gestión Global de Matricería, S.L.
whereby it acquired 70% of the capital stock of that company for 15,579 thousand euros, which was
paid in full at the time of acquisition. Gestión Global de Matricería, S.L. is in turn the parent company,
with 100% of the capital, of GGM Puebla, S.A. de C.V.; Kunshan Gestool Tooling Manufacturing Co,
Ltd.; IxCxT, S.A.; Ingeniería y Construcción Matrices, S.A.; and GGM Puebla de Servicios Laborales, S.A.
de C.V., which are in the business of die cutting production.
Prior to this acquisition, the Parent Company already owned 30% of the share capital of Gestión Global
de Matricería, S.L., with significant influence, and was therefore consolidated by the equity method
and valued at zero thousand euros. With the acquisition of 70% of the capital of this company
mentioned in the previous paragraph, control is acquired, giving rise to a business combination carriedout in stages.
In this business combination carried out in stages, the shareholdings in Gestión Global de Matricería,
S.L. that were previously held at fair value on the acquisition date were revalued, giving rise to a gainof 6,677 thousand euros, which was recognised under "Impairment and gain (loss) from disposal of
financial instruments" in the Consolidated Income Statement (Note 28.e)).
The purchase contract has no contingent consideration.
The fair value of the assets and liabilities of Gestión Global de Matricería, S.L. and subsidiaries,
obtained from the balance sheet upon consolidation was as follows:15

Intangible assets (Note 10.b))
Property, plant and equipment (Note 11)
Non-current financial assets (Note 12.a))Deferred tax assets (Note 24)
Inventories
Commodities and other consumables (Note 13)
Prepayments to suppliers (Note 13)
Assets from contracts with customers
Trade receivables
Other current assets
Financial assets (Note 12.b))Cash and cash equivalents

Thousands of euros
989
51,949179
7,482

Translation differences
Other non-current liabilities
Deferred tax liabilities
Other current liabilities
Trade accounts payable
Provisions and others

28
104
56,85821,483703
32
11,433
151,240(399)
15,3694,116
35,49891,603789
146,976

Net assets

4,264
100%

Percentage of direct shareholding acquired
Attributable net assets

4,264

Total consideration

22,256
6,677

Prior valoration 30%
Adquired remaining valoration 70%

Net effect of the business combination (Goodwill) (Note 10.a))

15,57917,992Intangible and tangible assets: assessed on the basis of a report by an independent third party. The
criteria for determining fair value were based on market value.
Inventories: valued on the basis of the sales value in accordance with the criteria established by IFRS 15.
Trade receivables: the valuation was made on the basis of their nominal value.
Current and non-current borrowings: the valuation was made on the basis of their nominal value.
Trade payables: the valuation was made on the basis of their nominal value.
There were no significant costs associated with this transaction.
The revenue and EBITDA attributable to the combination from the acquisition date until December 31,
2023, amounted to 38,403 thousand euros and 2,209 thousand euros, respectively. If the businesscombination had taken place at the beginning of the financial year 2023, Gestión Global de Matricería, S.Land subsidiaries would have contributed approximately 40,239 million euros in revenue and 2,439 million
euros in EBITDA.
The headcount of Gestión Global de Matricería, S.L. and subsidiaries incorporated into the Group
comprised 245 people.
Edscha Aditya Automotive Systems Pvt Ltd.
On March 31, 2023, Edscha Holding GmbH subscribed a capital increase with share premium of the
Indian company Edscha Aditya Automotive Systems Pvt Ltd. whereby 50% of the share capital of thiscompany was acquired for 2,952 thousand euros, which were fully paid out upon acquisition.
With this acquisition, control of the company is acquired, giving rise to a business combination.
16

The company's activity is the stamping and manufacture of parts.
The fair value of the assets and liabilities of Edscha Aditya Automotive Systems Pvt Ltd. at March 31,
2023, was as follows:

Intangible assets (Note 10.b))
Property, plant and equipment (Note 11)
Inventories
Commodities and other consumables (Note 13)
Prepayments to suppliers (Note 13)
Assets from contracts with customers
Trade receivables
Other current assets
Cash and cash equivalents

Thousands of euros
24
1,818
367
379
480
1,120
2,456
980
7,624

Translation differences
Other non-current liabilities
Other current liabilities
Trade accounts payable
Provisions and others

(10)
1,663
18
2,259
156
4,086

Net assets
Percentage of direct shareholding acquired

3,538
50.00%

Attributable net assets

1,769

Total consideration

2,952
1,183

Net effect of the business combination (Goodwill) (Note 10.a))
Non-controlling interests (Note 19)

1,769

The main measurement criteria used to calculate the fair value of the different headings were as
follows:
Intangible and tangible assets: the valuation was made on the basis of the carrying amount at the timeof acquisition. Given the type and age of the assets, it was considered that there were no significant
capital gains.
Inventories: valued on the basis of the sales value in accordance with the criteria established by IFRS 15.
Trade receivables: the valuation was made on the basis of their nominal value.
Current and non-current borrowings: the valuation was made on the basis of their nominal value.
Trade payables: the valuation was made on the basis of their nominal value.
There were no significant costs associated with this transaction.
The revenue and EBITDA attributable to the combination from the acquisition date until December 31,
2023, amounted to 2,476 thousand euros and -188 thousand euros, respectively. If the businesscombination had taken place at the beginning of the financial year 2023, Edscha Aditya Automotive
Systems Pvt Ltd. would have contributed approximately 3,091 thousand euros in revenue and 130 thousand euros in EBITDA.

17

Global Laser Araba, S.L.
On May 8, 2023, the Parent signed two purchase agreements for Global Laser Araba, S.L. whereby it
acquired 70% of the capital of that company for 2,513 thousand euros, which was paid in full at thetime of acquisition. The company is in the business of the stamping and manufacturing of parts.
Prior to this acquisition, the Parent Company already owned 30% of the share capital of Global Laser
Araba, S.L., with significant influence, and was therefore consolidated by the equity method and valued
at 1,156 thousand euros. With the acquisition of 70% of the capital of this company mentioned in theprevious paragraph, control is acquired, giving rise to a business combination carried out in stages.
In this business combination carried out in stages, the shareholdings in Global Laser Araba, S.L. thatwere previously held at fair value on the acquisition date were revalued, giving rise to a loss of
79 thousand euros, which was recognised under "Impairment and gain (loss) from disposal of financial
instruments" of the Consolidated Income Statement (Note 28.e)).
The purchase contract has no contingent consideration.
The fair value of the assets and liabilities of Global Laser Araba, S.L. and subsidiaries, obtained fromthe balance sheet upon consolidation was as follows:
Intangible assets (Note 10.b))
Property, plant and equipment (Note 11)
Non-current financial assets (Note 12.a))Deferred tax assets (Note 24)
Inventories
Commodities and other consumables (Note 13)
Assets from contracts with customers
Trade receivables
Other current assets
Cash and cash equivalents

Thousands of euros
187
4,424
36
225
15
40
3,028
9
6
7,970

Deferred income (Note 20)
Other current liabilities
Trade accounts payable

11
2,344
1,763
4,118

Net assets
Percentage of direct shareholding acquired

3,852
100%

Attributable net assets

3,852

Total consideration
Prior valoration 30%

3,590
1,077

Acquired remaining valoration 70%

2,513

Net effect of the business combination (PROFIT) (Note 26.b))(262)

Intangible and tangible assets: the valuation was made on the basis of the acquisition cost, which issimilar to its fair value.
Inventories: have been valued on the basis of their production value, which is assumed to be similar
to their realisable value.
Trade receivables: the valuation was made on the basis of their nominal value.
Current borrowings: the valuation was made on the basis of their nominal value.

18

Trade payables: the valuation was made on the basis of their nominal value.
There were no significant costs associated with this transaction.
The revenue and EBITDA attributable to the combination from the acquisition date until December 31,
2023, amounted to 4,558 thousand euros and 514 thousand euros, respectively. If the businesscombination had taken place at the beginning of the financial year 2023, Global Laser Araba, S.L. would
have contributed approximately 5,502 thousand euros in revenue and 666 thousand euros in EBITDA.
The headcount of Global Laser Araba, S.L. and subsidiaries incorporated into the Group comprised
52 people.
2022
Sideacero, S.L.
On December 1, 2022, the Parent signed a purchase agreement for Sideacero, S.L. whereby it acquired
33.34% of the share capital of that company for 100,000 thousand euros, which was paid in full at thetime of acquisition. The purchase contract has no contingent consideration.
Sideacero, S.L. is in turn the parent company of the Gescrap and Reimasa subgroups, which manage
both iron and non-iron metal waste.
The fair value of the assets and liabilities of Sideacero and its subsidiaries at December 1, 2022, was asfollows:
Thousands of euros
347
46,422379
2,541
52,690133,826354
17,53462,861
316,954

Intangible assets (Note 10.b))
Property, plant and equipment (Note 11)
Non-current financial assets (Note 12.a))Deferred tax assets
Inventories
Trade receivables
Other current assets
Financial assets (Note 12.b))Cash and cash equivalents

Translation differences
Other non-current liabilities
Other current liabilities
Trade accounts payable
Provisions and others (Notes 20 and 21)
Non-controlling interests (Note 19)(628)
12,005
15,877
96,823
7,502
18,425150,004

Net assets
Percentage of direct shareholding acquired

166,950
33.34%

Attributable net assets

55,661

Total consideration

100,000
43,925Net effect of the business combination (Goodwill) (Note 10.a))
Non-controlling interests (Note 19)

110,875

The goodwill relates to the synergies expected from the integration of the Sideacero Subgroupbusiness into the operations of the Gestamp Automoción Group. This consolidated goodwill is not tax
deductible.
19

The main measurement criteria used to calculate the fair value of the different headings were as
follows:
Intangible and tangible assets: the valuation was made on the basis of the carrying amount at the timeof acquisition. Given the type and age of the assets, it was considered that there were no significant
capital gains.
Inventories: valued on the basis of the sales value in accordance with the criteria established by IFRS 15.
Trade receivables: the valuation was made on the basis of their nominal value.
Current and non-current borrowings: the valuation was made on the basis of their nominal value.
Trade payables: the valuation was made on the basis of their nominal value.
There were no significant costs associated with this transaction.
The revenue and EBITDA attributable to the combination from the acquisition date until December 31,
2022 amounted to 17,554 thousand euros and 2,028 thousand euros, respectively. If the businesscombination had taken place at the beginning of the financial year 2022, the Sideacero Subgroupwould have contributed approximately 641 million euros in revenue and 59 million euros in EBITDA.
The headcount of the Sideacero Subgroup incorporated into the Group comprised 616 people.
Note 4. Basis of presentation
4.1 Fair presentation
The Group’s Consolidated Financial Statements at December 31, 2023, have been prepared inaccordance with International Financial Reporting Standards (IFRS) as adopted by the European Union,
approved by the European Commission regulations in force at the aforementioned date.
The Consolidated Financial Statements have been prepared on the basis of the accounting records ofeach Group company at December 31, 2023, and December 31, 2022. Each company prepares its
Financial Statements in accordance with the accounting principles and standards in force in the country
in which it operates; the required adjustments and reclassifications were made in the consolidation
process in order to harmonise the policies and methods used to adapt them to IFRS.
These Consolidated Financial Statements for the year ended December 31, 2023, were prepared by
the Board of Directors of Gestamp Automoción, S.A. at its meeting held on February 27, 2024, to besubmitted to the approval of the General Shareholders' Meeting, and it is considered that they will beapproved without any changes.
The figures contained in these Consolidated Financial Statements are expressed in thousands of euros,
unless otherwise indicated and, consequently, they may be rounded off.
4.2 Comparison of information
As explained in Note 2.b, the most significant incorporation in 2023 was the acquisition of Gestamp
Global de Matricerías, S.L. and subsidiaries.

20

In addition, the companies Global Laser Araba, S.L. and Edscha Aditya Automotive Systems Pvt Ltd.
were acquired.
Finally, the companies Gestamp Saint Clair, LLC., Ltd., Gestamp Stanton, LLC, Gestamp Holding
Hamilton, Inc., Loire USA, Inc. and the integration of Gescrap Turkey Metal Sanayi Ve Ticaret Limited
Sirketi were incorporated by incorporation and the companies Gestamp Finance Slovakia s.r.o. andGestamp Funding Luxembourg, S.A. were dissolved.
As explained in Note 2.b, the most significant incorporation in 2022 was that of the Sideacero
Subgroup.
The following companies were also incorporated: Changchun Xuyang Gestamp Auto Components Co.,
Ltd., Gestamp Wolfsburg GmbH, Gestamp Automotive Vitoria, S.L., Edscha Mechatronics Solutions
GmbH, Smart Industry Consulting and Technologies, S.L.U Gestamp Proyectos Automoción 1, S.L. andGestamp Proyectos Automoción 3, S.L., and Gestamp Washington UK Limited and Matricerías Deusto,
S.L. were dissolved.
4.3 Basis of consolidation
The Consolidated Financial Statements comprise the financial statements of the Parent Company andsubsidiaries at December 31, 2023.
The Group controls a subsidiary if and only if the Group in turn: Power over the subsidiary (rights that give the ability to direct the relevant activities of thesubsidiary) Exposure, or rights to variable returns from its involvement in the subsidiary and The ability to use its power over the subsidiary to affect the said variable returns.
When the Group does not hold the majority of voting rights or similar rights of the subsidiary, theGroup considers all relevant facts and circumstances to assess the existence of control. This includes:Contractual agreements with other investors holding voting rights of the subsidiary
Rights arisen from other contractual agreements
Potential voting rights of the GroupPower over relevant activities of the subsidiary

When facts and circumstances indicate changes in one or more elements determining control overa subsidiary, the Group reassesses the existence of control over such subsidiary (Note 7).
Subsidiaries are fully consolidated from the acquisition date, when the Group obtains control, andcontinue to be consolidated until the date when such control ceases. If the Group loses or relinquishes
control of a subsidiary, the Consolidated Financial Statements include that subsidiary’s results for the
portion of the year during which the Group held control thereover.
The financial statements of the subsidiaries have the same closing date as the Parent Company, except
for the companies mentioned in Note 2.a. The said companies have an additional closing for thefinancial year for their inclusion in the Consolidated Financial Statements, being elaborated with thesame accounting policies in a uniform and coherent procedure.
The profit or loss of a subsidiary company is attributed to non-controlling interests, even if it involves
recording a debit balance with them.
21Changes in shareholding percentage that do not mean loss of control are reflected as an equity
transaction. When the Group loses control of a subsidiary:








The Group derecognises the assets (including goodwill) and liabilities of the subsidiary.
Derecognises the carrying amount of non-controlling interests.
Derecognises translation differences taken to equity.
Recognises the fair value of the consideration received for the transaction.
Recognises the fair value of any retained investment.
Recognises any excess or deficit in the Consolidated Income Statement.
Reclassifies the shareholding of the Parent Company in the items previously registered in
Other Comprehensive Income to profit or to retained earnings, as appropriate.

Subsidiaries
The full consolidation method is used for companies included in the consolidation scope, controlled by
the Parent Company, in accordance with the definition included at the beginning of this section.
Associates
Investments in which the Group has significant influence, but not control have been consolidated
under the equity method. Significant influence is the power to participate in the financial and operating
policy decisions of the subsidiary, but it does not imply control or joint control on those policies.
Considerations to make in order to decide whether there is significant influence are similar to thosemade to decide whether there is control over a subsidiary.
For the purposes of preparing these Consolidated Financial Statements, significant influence is deemed
to exist in those companies in which the Group, directly or indirectly, holds over 20% of the investment,
and in certain instances in which the Group’s holding is lower, but significant influence can be clearly
demonstrated.
Translation of financial statements of foreign companies
The assets and liabilities and income statements of companies included in the Consolidated Financial
Statements, whose functional currency is different from the presentation currency, are translated toeuros using the closing foreign exchange rates method as follows: All assets, rights, and liabilities of foreign operations are translated at the exchange rate
prevailing at the closing date of the Consolidated Financial Statements.
 Income and expenses are translated using the average exchange rate, as long as that average
is a reasonable approximation of the cumulative effect of the actual exchange rates prevailingat the transactions dates and except for hyperinflationary economies (Note 4.5).
The differences between the net carrying amount of equity of the foreign companies converted using
historical exchange rates and including the result net of taxes from the Profit and Loss Account,reflecting the above-mentioned treatment of income and expenses in foreign currencies, and the net
carrying amount of equity resulting from the conversion of goods, rights and liabilities using theexchange rate prevailing at the Consolidated Balance Sheet date, are registered as "Translationdifferences", with the corresponding negative or positive sign, in the "Equity - Translation Differences"in the Consolidated Balance Sheet (Note 18).
Exchange gains and losses due to the impact of changes in the functional currency relative to the euro
on foreign currency borrowings considered permanent are taken directly to equity under Translationdifferences, net of tax effect. Said reclassification as at December 31, 2023, represents an increase oftranslation differences amounting to 31.1 million euros (increase of translation differences of 74.2
million euros as at December 31, 2022).
22Permanent financing transactions are considered to be intragroup loans to subsidiaries whose
repayment is not foreseen and are therefore treated as equity.
The effect of the change in exchange rates when presenting the Consolidated Statement of Cash Flows
using the indirect method has been calculated taking into account an average of the year for Cash andcash equivalents and the change in exchange rates has been applied at the end of each of the years.
Transactions between companies included in the consolidation scope
The following transactions and balances were eliminated upon consolidation:
 Reciprocal receivables/payables and expenses/income relating to intra-Group transactions.
 Income from the purchase and sale of property, plant and equipment and intangible assets aswell as unrealised gains on inventories, if the amount is significant.
 Intra-Group dividends and the debit balance corresponding to interim dividends recognised at
the company that paid them.
Non-controlling interests/shareholders
The value of non-controlling interests in the equity and profit (loss) for the year of consolidated
subsidiaries is recognised in "Non-controlling interests" in "Equity" in the Consolidated Balance Sheetand in "Non-controlling interests" in the Consolidated Income Statement and Consolidated Statementof Comprehensive Income, respectively.
4.4 Going concern
The Parent Company's directors have drawn up these Consolidated Financial Statements on a going
concern basis since it considered that there are no uncertainties regarding its ability to continue asa going concern.
The Group has sufficient financing in place to fund its operations. The outstanding balance at
December 31, 2023, of the Group's gross financial debt amounted to 3,384.4 million euros(3,944.9 million euros at December 31, 2022) (Note 4.6), of which 80% matures at over 12 months(68% at December 31, 2022).
At December 31, 2023, the Group had cash and cash equivalents totalling 2,264.4 million euros(December 31, 2022: 2,589.0 million euros), and the breakdown was as follows.
Million euros
2023
2022
1,176.8
1,695.1
149.7
104.6

Cash and cash equivalents
Short-term investments
Undrawn credit facilities
Maturing at over 12 months
Revolving Credit Facility
Maturing at under 12 months
TOTAL CASH AND CASH EQUIVALENTS

90.3
500.0
347.6

91.4
325.0
372.9

2,264.4

2,589.0

4.5 Argentina and Turkey hyperinflation adjustment
Since all the inflation indicators for Argentina and Turkey point to cumulative inflation in three years
exceeding 100%, and there are no qualitative matters to mitigate the situation, Argentina must be
considered to be a hyperinflationary economy from July 1, 2018, as must Turkey from April 1, 2022, so
IAS 29 "Financial Reporting in Hyperinflationary Economies", applies, requiring the Consolidated
23

Financial Statements to be expressed in terms of the current measurement unit on the date of the year
reported. This restatement of accounting values was carried out as follows: Separation and identification of all balance sheet items between monetary and non-monetary.
The monetary items are cash and the balances receivable or payable in Argentine pesos andTurkish lira, including the assets from customer contracts. The non-monetary items areintangible assets, property, plant and equipment, tooling and other similar assets. The income
statement and equity items are also deemed to be non-monetary items for the purposes ofcalculating hyperinflation. No significant items measured at current cost were identified.
 Non-monetary assets and liabilities: These assets were recognised at cost from theiracquisition date. These items are restated from their acquisition date, multiplying the carrying
amount at historical cost by the index obtained as a result of dividing the index at year-end by
the index at the acquisition date.
 Income and expenses: These items were restated in line with the performance of the priceindex from the date on which they were recognised until the period-end date.
 The Income Statement of the Argentinian and Turkish companies in the Consolidated Financial
Statements was translated to euros at the year-end exchange rate.
 Calculation and recognition of the deferred taxes arising from the change in accounting values
with respect to tax values.
The index used for the restatement of Argentine companies was a synthetic index. To restate thebalances prior to December 31, 2016, the wholesale price index was used and, from January 1, 2017,
the National Consumer Price Index was used.
The index used for the restatement of Turkish companies was the New Consumer Price Index(2003=100) published by the Turkish Statistical Institute.
The comparative figures in the Consolidated Financial Statements at December 31, 2018, with respect
to the companies in Argentina were those of the previous year, that is, they are not adjusted byhyperinflation nor will they be adjusted for subsequent changes in the level of prices or exchange rates
in subsequent years. This gave rise to differences between equity at the end of the 2017 and equity atthe beginning of 2018 and, as an accounting policy option, these changes were presented in theTranslation Differences heading.
Also, the comparative figures in the Consolidated Financial Statements at December 31, 2022, withrespect to the companies in Turkey were those of the previous year, that is, they were not adjusted byhyperinflation nor will they be adjusted for subsequent changes in terms of prices or exchange rates
in subsequent years. This gave rise to differences between equity at the end of the 2021 and equity atthe beginning of 2022 and, as an accounting policy option, these changes were presented in theTranslation Differences heading.
The accumulated effect on the Consolidated Financial Statements at December 31, 2023, of theinflation adjustment made in the manner described in the previous paragraphs was as follows:2431-12-2023

Property, plant and equipment
Intangible assets
Other current assets and liabilities
Deferred tax liabilities
EFFECT NON-MONETARY ASSETS AND LIABILITIES(Note 11)
(Note 10.b))

Argentina (*) Turkey (**)
33,89380,94719
2,940(3,107)(11,869)-

31-12-2022
Total
114,840
2,959(3,107)(11,869)

Argentina (*)
47,14326(14,926)

Turkey (**)
66,696
2,321(4,053)(11,241)

Total
113,839
2,347(4,053)(26,167)

As set i ncrea se/(As set de crea s e)

22,04380,780102,823

32,24353,72385,966

Revenue
Cost of materials used
Personnel expenses
Other operating expenses
EFFECT ON EBITDA

68,232(31,269)(17,436)(12,995)

6,866
18,444(16,886)(6,071)75,098(12,825)(34,322)(19,066)

11,083(7,668)(1,733)(1,094)(26,033)
29,579(6,707)(2,908)(14,950)
21,911(8,440)(4,002)

6,532

2,353

8,885

588

(6,069)(5,481)

Depreciation and amortisation and impairment
Finance income
Finance expenses
Exchange gains (losses)
Income tax
Result of exposure to inflation

5,212
3,931
(3,022)(14,489)
4,945
535

7,634

(349)
(1,164)(7,048)(5,038)

12,846
4,250(3,371)(15,653)(2,103)(4,503)

4,976
272
(940)
(1,367)2,603(2,234)

7,857
(307)
313
(826)
4,808
1,675

12,833(35)(627)(2,193)
7,411
(559)

3,644

(3,293)

351

3,898

7,451

11,34933,143

7,451

40,594

29,126-29,126-(58,830)(84,938)(143,768)(65,267)(61,174)(126,441)

(357)
30
202

(42,469)(1,647)
3,726(42,826)(1,617)
3,927(19,578)
1,169
8,736

(30,587)
3,726-(50,165)
4,895
8,736

(125)

(40,390)(40,515)(9,673)(26,862)(36,535)(58,473)
3,614(42,469)(1,647)(100,942)
1,968(45,689)
2,729(30,587)
3,726(76,276)
6,455

32,941

3,726

36,667

20,390-20,390Loss / (Profi t)

EFFECT ON RESULTS FOR THE YEAR

Loss /(Profi t)

EFFECT ON RESERVES

Decrea se equi ty/(Increa s e equi ty)

PRIOR EFFECT ON TRANSLATION DIFFERENCES
Decrea se equi ty/(Increa s e equi ty)

Effect non-controlling interests due allocation of translation differences
Effect non-controlling interests due allocation of income and expenses
Effect non-controlling interests due allocation of reserves
EFFECT ON NON-CONTROLLING INTEREST
Decrease equity/(Increase equity)
TOTAL EFFECT ON TRANSLATION DIFFERENCES
Decrea se equi ty/(Increa s e equi ty)

TOTAL EFFECT ON INCOME AND EXPENSES Loss /(Profi t)
EFFECT ON RESERVES
Decrease equity/(Increase equity)(Note 18)

319

Balance-sheet accounts with a positive sign relate to receivable balances and the negative sign to payable balances.
Income statement accounts with a positive sign relate to expenses and the negative sign to income.

(*) Includes the effects of hyperinflation adjustment on Gestamp Córdoba, S.A. and Gestamp Baires,
S.A.
(**) Includes the effects of hyperinflation adjustment on Beyçelik Gestamp Otomotive Sanayi, A.S.,
Beyçelik Gestamp Teknoloji Kalip, A.S., Çelik Form Otomotiv, A.S. and Beyçelik Gestamp Sasi
Otomotive, L.S.
The changes in Reserves, Translation differences and Non-controlling interests are affected by thechange in the Group's percentage interest, without changes in control, in the Argentine companies(Note 2).
4.6 Alternative management indicators
Together with the indicators given in the IFRS, the Group uses a set of alternative management
indicators, since it considers that they help in the decision-making process and economic-financial
situation and are widely used by investors, financial analysts and other stakeholders. These indicators
are not defined by IFRS and thus may not be directly comparable with other similar indicators used byother companies.
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation)
EBITDA is an alternative management indicator because it provides useful information regarding theplants' ability to generate operating results (before financial expenses, taxes and amortisation),25

segments and the Group as a whole, and it is one of the indicators used by lenders to measure ourfinancial capacity, on comparing it with debt.
EBITDA represents the operating profit before depreciation, amortisation and impairment losses. It is
calculated as the difference between two aggregates defined under IFRS, without performing any
adjustments thereto.
The calculation of EBITDA at December 31, 2023, and December 31, 2022, is as follows:

Operating profit
Depreciation, amortisation, and impairment losses
EBITDA

Thousands of euros
2023
2022
680,373
539,686
690,822669,846
1,371,195
1,209,532

Pro forma EBITDA at December 31, 2023, and December 31, 2022, excluding the impact of IFRS 16 thatapplies from January 1, 2019, would be 1,275,164 thousand euros and 1,117,151 thousand euros,
respectively.
The calculation of EBITDA at December 31, 2023, and December 31, 2022, based on the information
contained in the Consolidated Statement of Cash Flows was as follows:

Profit before taxes

Thousands of euros
2023
2022
414,184
391,455

Adjustments to profit
Depreciation, amortisation and impairment of intangible assets and PP&E
Financial income
Financial expenses
Exchange rate differences
Share of profit/(loss) from associates - equity method
Change in fair value of financial instruments
Impairment and gain (loss) from disposal of financial instruments
Result of exposure to inflation

957,011
690,822(35,247)
232,634
86,447(1,229)(5,384)(6,529)(4,503)

818,077
669,846(16,064)
162,763
5,042(2,951)(559)

1,371,195

1,209,532

TOTAL EBITDA

EBIT (Earnings Before Interest and Taxes)
EBIT is the Operating Profit. It is calculated before financial expenses and taxes.
CAPEX
The Group uses the CAPEX as an alternative management indicator, since it provides significant
information on the investment decisions performed by the Group, and it is also related with thefinancing of operations.
CAPEX is calculated by adding the additions to Other intangible assets and to Property, plant andequipment.
CAPEX at December 31, 2023, and December 31, 2022, is as follows (Notes 10.b and 11):26

Thousands of euros
2023
2022
Additions to Other intangible assets
Additions to Property, plant and equipment

111,454
838,214102,547
695,979

949,668

798,526

Net Financial Debt
Net Financial Debt provides useful information with regard to the level of debt held by the Grouprelated with compliance with financial obligations ("covenants"), and the changes therein relate to
cash generation before lending transactions more directly than the changes in gross debt.
The calculation of the Net Financial Debt at December 31, 2023, and December 31, 2022 is as follows(Note 23):

Interest-bearing loans and borrowings and debt issues
Finance lease
Borrowings from related parties
Other borrowings
Gross Financial Debt (Note 23 and Note 4.4)
Current financial assets
Cash and cash equivalents

Subtotal

Net financial debt

Thousands of euros
2023
2022
2,569,833
2,828,953
447,925
482,634
18,931129,036
347,761
504,333
3,384,450
3,944,956(149,658)(1,176,833)(1,326,491)(104,621)(1,695,101)(1,799,722)

2,057,959

2,145,234

The proforma net financial debt as at December 31, 2023, and December 31, 2022, without the impactof the application of IFRS 16, would be 1,651,177 thousand euros and 1,705,532 thousand euros,
respectively.
Note 5. Changes in accounting policiesa)Standards and interpretations approved by the European Union and applied for the firsttime during the period

Amendments to IAS 8 - Definition of Accounting Estimates
In these amendments, the IASB has introduced a new definition of "accounting estimate", whichclarifies the difference between changes in accounting estimates, changes in accounting policies andcorrections of errors.
Amendments to IAS 1 and to IFRS Practice Statement 2 - Disclosure of Accounting Policies
The IASB included a guide and examples in these amendments to apply judgement on identifying which
accounting policies are material. The amendments replace the criteria of disclosing significant
accounting policies by material accounting policies. They also provide a guide on how to apply theconcept of material to decide which accounting policies are material.

27

Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction
The proposed amendments would require an entity to recognise deferred taxes on initial recognitionof specific transactions to the extent that the transaction results in equal amounts of deferred tax
assets and liabilities. The proposed amendments would apply to specific transactions for which anentity recognises an asset and a liability, such as leases and decommissioning obligations.
The Group saw no significant impact from these changes.
Amendments to IAS 12 International Tax Reform Second Pillar Model Rules
In May 2023, the IASB issued its amendments to IAS 12 Corporation Taxes for the new tax rules of Pillar
2 of the OECD's Inclusive Framework. These amendments introduce, provisionally, a mandatory
temporary exemption for the accounting and disclosure of deferred taxes that may arise from such
legislation. This amendment also requires additional disclosures to facilitate the understanding of the
exposure to such tax regulations.
The modifications related to the mandatory exemption and the required disclosures have alreadycome into force in the year (see note 29).
b)b) Standards and interpretations issued by the IASB, but not applicable in this period, or they
have not been approved by the EU
IASB application dateStandard, interpretation or amendment
IAS 1 Presentation of Financial Statements: Classification of
liabilities as current or non-current

January 1, 2024

Amendment to IFRS 16: Lease liability in a sale and leaseback
Amendments to IAS 7 and IFRS 7: Supplier finance arrangements

January 1, 2024 (*)
January 1, 2024 (*)(*) Pending adoption by the European Union at the date of these financial statements
Note 6. Summary of significant accounting policies
As indicated in Note 4.1, the Group has applied accounting policies in accordance with IFRS as adopted
by the European Commission for application in the European Union (EU-IFRS). In this regard, only thosepolicies considered significant in view of the nature of the Group's activities are detailed below, as wellas the policies adopted in preparing these consolidated financial statements in the event that there isan option permitted by IFRS or, where applicable, due to the specific nature of the sector in which it
operates.
6.1 Foreign currency transactions
Functional and presentation currency
Line items included in the financial statements of each entity are valued using the functional currencyof the primary economic environment in which it operates.
The Consolidated Financial Statements are presented in thousands of euros, and the Euro is theGroup's presentation currency and the functional currency of the Parent Company.
28

Transactions in foreign currency other than the functional currency of each company
Transactions in foreign currencies different to the functional currency of each company are translated
to the Group's functional currency at the exchange rate prevailing at the date of the transaction.
Exchange gains and losses arising on the settlement of these transactions or on translating foreign
currency denominated monetary assets and liabilities at closing rates are recognised in theConsolidated Income Statement.
6.2 Property, plant and equipment
Property, plant and equipment is carried at either acquisition, transition cost to IFRS (January 1, 2007),or production cost, including all the costs and expenses directly related with assets acquired until readyfor use, less accumulated depreciation and any impairment losses. Land is not depreciated and ispresented net of any impairment charges.
At the date of transition to EU-IFRS (January 1, 2007), all property, plant and equipment was measured
at fair value at that date on the basis of a report by an independent expert, which led to a revaluationof the Group's assets (Note 11).
The carrying value of Property plant, and equipment acquired by means of a business combination ismeasured at its fair value, determined by an independent expert at the moment of its incorporation
into the Group (Note 6.3).
Specific spare parts: certain major parts of some items of Property, plant and equipment may require
replacement at irregular intervals. The cost of these parts is capitalised when the part is replaced anddepreciated over their estimated useful lives. The net carrying amount of replaced parts is retired witha charge to income when the replacement occurs.
An item of Property, plant and equipment is retired upon disposal or when no future economic benefits
are expected from its use or disposal.
6.3 Business combinations and goodwill
Business combinations
Business combinations are accounted for using the acquisition method. The acquisition cost is the sumof the total consideration transferred, measured at fair value at the acquisition date, and the amountof non-controlling interest of the acquired company, if any.
For each business combination, the Group measures the non-controlling interest in the acquiree either
at fair value or at the proportionate share of the acquiree’s identifiable net assets.
Acquisition costs incurred are registered under the heading Other operating expenses in the Interim
Condensed Consolidated Income Statement.
When the Group acquires a business, it assesses the financial assets and liabilities assumed forappropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions at the acquisition date. This includes the separation of theimplicit derivatives of the main contracts of the acquired company.
Consolidation goodwill
Goodwill acquired in a business combination is initially measured, at the time of acquisition, at cost,that is, the excess of the total consideration paid for the business combination over the Parent
Company’s interest in the net fair value of the identifiable assets, liabilities, and contingent liabilitiesof the acquired business.
29

Goodwill arising on acquisitions of businesses whose functional currency is not the euro is restated at
the year-end exchange rate and the difference between the opening and closing balance in euro isrecorded in the translation differences account.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is tested for impairment annually or more frequently if events or changes in circumstancesindicate that the carrying amount may be impaired.
For the purpose of impairment testing, goodwill acquired in a business combination is, from theacquisition date, allocated to each of the Group’s cash-generating units or groups of Cash-Generating
Units (Note 6.7) expected to benefit from the business combination’s synergies, irrespective of any
other Group assets or liabilities assigned to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the Cash-Generating Unit or groupsof Cash-Generating Units to which the goodwill relates. If the recoverable amount of the CashGenerating Unit or Group of Cash-Generating Units is less than the carrying amount, the Group
recognises an impairment loss (Note 6.7).
6.4 Investments in associates
The Group has equity interests in associates, which are companies over which the Group has significant
influence.
The Group records its interest in associates using the equity method.
6.5 Other intangible assets
Research and development costs
Research costs are expensed as incurred.
Development expenditure is capitalised when the Group can demonstrate:
The technical feasibility of completing the intangible asset so that it will be available for use or sale.
Its intention to complete and its ability to use or sell the resulting asset.
Its ability to use or sell the intangible asset.
The economic and commercial profitability of the project is reasonably ensured.
The availability of adequate technical and financial resources to complete and to use or sell
the resulting asset.
 Its ability to measure reliably the expenditure during development.






Capitalised development expenses are amortised on a straight-line basis, over the period in which it isexpected to obtain income or profits from the aforementioned project, which does not exceed 6 years.
Concessions, patents, licences, trademarks, et al.
These intangible assets are initially measured at acquisition cost. They are assessed as having a finite
useful life and are accordingly carried at cost net of accumulated amortisation. Amortisation is
calculated using the straight-line method, based on the estimated useful life, in all instances less than
5 years; except the GESTAMP brand which is considered an asset of indefinite useful life.

30

Software
Software acquired from third parties, recognised as assets, is amortised over its estimated useful life,
which does not exceed 5 years.
6.6 Financial assets
Following the IFRS 9 criteria, the Group initially measures a financial asset at its fair value plus, in thecase of a financial asset not at fair value through profit or loss, transaction costs.
Debt financial asset instruments are subsequently measured at fair value through profit or loss (FVPL),
amortised cost, or fair value through other comprehensive income (FVOCI). The classification is basedon two criteria: the Group’s business model for managing the assets; and whether the instruments’contractual cash flows represent ‘solely payments of principal and interest’ on the principal amountoutstanding (the "SPPI criterion").
The new classification and measurement of the IFRS 9 is as follows:

instruments at amortised cost for financial assets that are held within a business model withthe objective to hold the financial assets in order to collect contractual cash flows that meet
the SPPI criterion.
instruments at FVOCI, with gains or losses recycled to profit or loss on derecognition.

The Group's financial instruments included in non-current financial assets, trade and other receivables,
other current assets and current financial investments are recognised at amortised cost, taking into
account the business model and the evaluation of the SPPI.
6.7 Impairment losses on assets
Impairment of non-financial assets
The Group assesses at each reporting date whether there is any indication that an asset may be
impaired. If any indication exists, or when annual impairment testing for an asset is required, the Groupestimates the asset’s recoverable amount as either the group of assets’ or cash-generating unit’s fairvalue less costs to sell, or its value in use, whichever is higher.
The indicators of impairment are analysed at two levels. One, at the level of the Group's CGUs and theother for the corporate development expense intangible assets (R&D projects). It is considered that a
CGU has signs of impairment if it is observed that its level of profitability is significantly below theaverage return of the segment and of the Group for an on-going period. Other qualitative factors that
may affect the CGU are also considered. In the case of the R&D Projects, a significant variation in actual
income with regard to expected income in the business plans estimated at the start of the project
represent a sign of impairment.
A cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash flows thatare largely independent of the cash inflows from other assets. The smallest identifiable group of assets
designated are the operating plants or the individual companies. However, there are specific cases inwhich the CGU does not correspond directly to the plants for various reasons, because the trading
company groups together several plants that are close to each other or managed as a unit (France, UK,
Brazil), or because at a country level there is significant operational integration (Mexico, USA).
When the carrying amount of a group of assets or CGU exceeds its recoverable amount, an impairment
loss is recognised and its carrying amount is decreased to its recoverable amount.
31

Impairment losses with respect to CGUs are allocated first to reduce the carrying amount of any
goodwill allocated to the cash-generating units and then, to proportionally reduce the carrying amountof the assets of the CGU unless, based on a review of the individual assets, it is considered that theirfair value less costs to sell is higher than their carrying amount.
When assessing value in use, estimated future cash-flows are discounted at present value by using a
pre-tax discount rate that reflects current market valuations of money and risks of the asset. For
calculating the fair value of the asset less costs to sell, recent transactions are considered and if theycannot be identified, a proper valuation method is used. These calculations are based on several
considerations, market prices and other available indicators of the fair value.
The calculation of impairment is based on detailed budgets and previsions individually prepared foreach CGU to which the asset is allocated. These budgets are, to a significant extent, drawn up on thebasis of external sources from consultants on vehicle production and sales. The forecasts cover a fiveyear period and after that it applies a long-term growth rate using for estimating future cash-flows.
For all assets except goodwill, an assessment is made every year to see if there is evidence that the
impairment registered in previous years has been reduced or has disappeared. In such case, the Groupestimates the recoverable value of the asset or the CGU.
The following assets present specific characteristics when assessing their impairment:
Consolidation goodwill
Consolidation goodwill is tested for impairment at year-end and when circumstances indicate that thecarrying amount may be impaired.
The impairment test for goodwill assesses the recoverable value of each CGU allocated to it. If therecoverable value of the CGU is lower than its carrying amount, an impairment loss is registered.
Goodwill impairment losses cannot be reversed in future periods.
6.8 Assets and liabilities held for sale and discontinued operations
Assets and liabilities included in a disposal group whose recovery is expected through sale and not
through continued use are included in this category. These assets are valued at lower cost between
carrying amount and fair value less costs for sale.
Discontinued operations are reflected in the Consolidated Income Statement separately from therevenue and expenses from continued operations. They are reflected in a line as profit after taxes fromdiscontinued operations.
6.9 Trade and other receivables
Accounts receivable from customers are measured in the accompanying Consolidated Balance Sheetat their nominal value.
Discounted bills pending maturity at year-end are included in the accompanying Consolidated Balance
Sheet under "Trade receivables for sales and services, " with a balancing entry in "Interest-bearing
loans and borrowings". The balances transferred to banks as Non-Recourse Factoring reduce these
trade receivables since all risks related to them, including bad and past-due debt risks, have beentransferred to the bank (Note 15.a).

32

6.10 Inventories
Inventories are valued at the lower of acquisition or production cost and net realisable value.
Cost includes all expenses derived from the acquisition and transformation of inventories, including
any other expenses incurred to bring them to their present condition and location.
Inventories have been valued using the average weighted cost method.
When inventories are deemed impaired, their initially recognised value is written down to net
realisable value (selling price less estimated costs of completion and sale).
6.11 Revenue recognition and assets from contracts with customers
Recognition of revenue from customer contracts
The Company earns its revenue primarily from the sale of welded and stamped parts, as well as theconstruction of toolings. These goods and services are delivered to customers over time and notnecessarily together.
The policy of recognising the Group's income is determined by the five-stage model proposed by IFRS
15 Revenue from Contracts with Customers.
Identification of the contract with the customer
The Group’s contracts are normally supply agreements for an unspecified number of orders and thus
the term of each contract depends on the orders received.
The contracts are identified with the orders received from the customer, since this is when rights andobligations are created between both parties to produce the parts or build the tools.
Identification of the performance obligations
Given that control of manufactured tools is transferred to the customer, the tools are considered
contract’s goods and services. Manufacturing of the tools as well as the parts necessary to ensure theircorrect operation is a single performance obligation.
Once the tools are manufactured, each part requested by a customer corresponds to a separate
performance obligation and thus, for practical purposes, they are not considered a series, given the
short duration of the orders and the little time needed to produce the parts.
Taking into account the just in time production model with customers, at year-end, there were no
significant performance obligations pending execution in relation to parts.
Determination of the price of the transaction and its allocation to the performance obligations
The price agreed in the orders represents the independent sales price of the goods and services beingtransferred in the contracts. The Group negotiates concessions or incentives that are discounted fromexpected future revenue despite the fact that the number of parts ordered with each contract is notknown. Some orders have variable consideration for the reviews of prices under negotiation, which
are estimated based on the expected probability method and, where appropriate, they would be
limited to the amount that is highly unlikely to be reversed in the future.

33

On certain occasions, advance payments of future discounts are applicable to the agreement, which
are normally paid at the beginning of the project to the customer. This payment complies with thedefinition of the asset, to the extent that the associated contracts (resource criteria controlled by thecompany) are going to generate profit (probability criteria). Once the manufacture of the tools has
been completed and the parts manufacturing phase has commenced, it is highly unlikely that thecustomer will cancel the project and choose another supplier, because it would mean a significant
delay in its production and therefore it is probable that profit will be generated. Furthermore, it ishighly probable that the payment will be recovered through sales of future parts and it is probable that
economic benefits will be generated.
This payment is normally associated with the parts supply agreement to the customer, which will
determine the time criteria to transfer the asset to results for the advance payment.
The accounting treatment afforded is to recognise this asset for the payment made early and totransfer it to results as reduced income when the goods and services expected in the agreement aredelivered, that it, for the number of parts supplied to the customer. Given that the agreement termwith the customer normally exceeds one year and the payment is made at the beginning of the project,
the amount paid reflects the current net value of the asset to be recognised, hence, in subsequent
periods, the corresponding finance income must accrue.
Recognition of income
As the parts are made, goods are created that have no alternative use and the related orders generaterights and obligations wherein control of the parts is transferred to the customer.
Since the control of tools and parts is transferred over time, progress is measured using the stage-ofcompletion method. The method that best represents the progress of the Group’s activities is costs
incurred as a percentage of total estimated costs. If the results of a contract cannot be reliably
estimated, revenue is recognised only to the extent that the expenses recognised are recoverable.
Based on historical experience and the Group’s current estimates, except in extraordinary
circumstances, no losses will be generated upon final settlement of the manufacturing contracts fortools under construction. Exceptionally, should it be deemed likely that costs will not be recovered, an
onerous contract provision would be recognised.
Other aspects of the income recognition policy
There are no incremental direct costs for obtaining contracts. Performance obligations representing aguarantee do not exist either.
A residual part of income corresponds to access licences (royalties). They are recognised in line withthe accrual principle.
Assets from contracts with customers
Customer advances corresponding to tooling construction contracts reflect billing milestones and notnecessarily the stage of completion of the tooling construction. Assets from contracts with customers
includes the balancing entry for income recognised according to the stage of completion method forwhich the customer was not invoiced, deducting the customer advances received. These Assets fromcontracts with customers are presented at contract level with a customer.

34

Interest, royalties and dividends
Interest revenue is recognised as interest accrues taking into account the effective return of the asset(using the effective interest method, i.e., the rate that makes discounted future cash receipts throughthe expected life of the financial instrument equal to the initial carrying amount of the asset).
Dividends received from associates, integrated by the equity method, are recognised in results on an
accrual basis.
6.12 Government grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will
be received, and all attached conditions will be complied with.
Grants related to assets are recognised as Deferred Income in the Consolidated Balance Sheet at theamount granted. The grant will be recognised in the Consolidated Income Statement as the subsidised
asset is amortised.
The nature and characteristics of the grants received are described in Note 20.
6.13 Financial liabilities (trade and other payables and borrowings)
Financial liabilities are initially recognised at fair value, net of transaction costs, except financial
liabilities at fair value through consolidated profit and loss. After initial recognition, interest-bearing
loans and borrowings are subsequently measured at amortised cost, measured as the difference
between their cost and redemption value, using the effective interest rate method.
Liabilities maturing in less than 12 months from the Consolidated Balance Sheet date are classified as
current, while those with longer maturity periods are classified as non-current.
A financial liability is retired when the obligation under the liability is discharged or cancelled or
expires.
The Group carries out financial transactions in which the payment to the supplier is deferred due tothe transfer of the management of the payment to a financial institution. In these cases, the Groupderecognises the liability to the supplier in order to recognise a financial liability ("other short-termborrowings"). Therefore, suppliers do not include items subject to financing transactions withthird parties.
6.14 Provisions and contingent liabilities
Provisions are recognised when the Group has a current obligation (legal or constructive) arising as aresult of a past event and it is probable that the Group will have to dispose of resources as required tosettle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at each Consolidated Balance Sheet closing date and are adjusted to reflect
the current best estimate of the liability.
Contingent liabilities are potential obligations that arise from past events whose existence will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within
the control of the Group, as well as present obligations arising from past events, the amount of whichcannot be reliably estimated or whose settlement may not require an outflow of resources. These
contingent liabilities are only subject to disclosure and are not accounted for.
35

6.15 Employee benefits
The Group has assumed pension commitments for some companies located in Germany and France.
The Group classifies its pension commitments depending on their nature in defined contribution plansand defined benefit plans. Defined contribution plans are post-employment benefit plans under which
the company pays fixed contributions into a separate entity (insurance company or pension plan), andwill have no legal or constructive obligation to pay further contributions if the separate company does
not carry out its assumed commitments. Defined benefit plans are post-employments benefit plansother than defined contribution plans.
Defined contribution plans
The Group carries out predetermined contributions into a separate entity (insurance company orpension plan), and will have no legal or implicit obligation to pay further contributions if the separate
company does not have enough assets to attend employee benefits related to their services renderedin current and previous years.
The contributions made to defined contribution plans are recognised in Consolidated Income
Statement according to the accrual principle.
The amount posted in the Consolidated Income Statement was 2,606 thousand euros at December 31,
2023 (2,259 thousand euros at December 31, 2022) (Note 27.b)). This figure corresponds tocontributions made in the United Kingdom.
Defined benefit plans
For defined benefit plans, the cost of providing these benefits is determined separately for each planusing the projected unit credit method. The actuarial gains and losses are recognised in Other
Comprehensive Income when incurred. In subsequent years, these actuarial gains and losses areregistered as equity, and are not reclassified to profit and loss.
The amounts to be recognised in profit and loss are:
 Current service cost.
 Any past service cost and gains or losses upon payment.
 Net interest on the net defined benefit liability (asset), which is determined by applying thediscount rate to the net defined benefit liability (asset).
The past service costs will be recognised as expenses at the earlier of the following dates (i) in the
period when the plan is amended, or curtailment occurs (ii) when the Group recognises related
restructuring costs or benefits of termination.
The defined benefit liability (asset) is the deficit or surplus, adjusted for any effect of limiting a net
defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic benefits
available in the form of refunds from the plan or reductions in future contributions to the plan.
The rate used to discount post-employment benefit obligations shall be determined by reference tomarket yields at the end of the reporting period on high quality corporate bonds.
The deficit or surplus is:
1. The present value of the defined benefit obligation.
2. Less the fair value of plan assets with which obligations are directly cancelled.
36

Plan assets comprise assets held by a long-term employee benefit fund, and qualifying insurance
policies. These assets are not available to the reporting entity´s own creditors and cannot be returnedto the reporting entity. Fair value is based on market price and in case of stock market values,
it corresponds to published prices.
There are defined benefit schemes in Germany and France.
Indemnities
Severance payments to be made to employees for reasons for which they are not responsible arecalculated on the basis of years of service. Any expenses incurred for indemnities are charged to theConsolidated Income Statement as soon as they are known.
Compensation based on shares in Gestamp Automoción, SA. (Long-term incentive plan)
A long-term incentive plan for the period 2023-2025 was approved in May 2023. This plan is alignedwith the Group's long-term value-creation strategy and provides for the delivery of share-based
incentives to certain employees and executives.
The Group recognises a staff cost on a straight-line basis in the income statement over the term of thePlan, as well as the corresponding increase in equity, considering the fair value of the vested shares at
the time of granting of the Plan.
The quantification of the total incentive depends on the degree of attainment of the objectives thathave been set.
The fair value of the incentives indexed to the share price at the time of granting has been estimatedconsidering the share price at May 31, 2023 (4.1 euros per share).
6.16 Leases
In accordance with IFRS 16, the Group records lease transactions as follows:
Rights of use
The Group recognises rights of use at the commencement of the lease, i.e. the date on which theunderlying asset is available for use. The rights of use are measured at cost, less accumulated
amortisation and impairment losses, and they are adjusted due to any changes in the measurement of
the associated lease liabilities. The initial cost of the rights of use includes the amount of the leaseliabilities recognised, the initial direct costs and the lease payments made prior to the start of the lease.
The incentives received are discounted at the initial cost. Unless the Group is reasonably certain ofobtaining the ownership of the leased asset at the end of the lease period, the rights of use areamortised on a straight-line basis at the lower of the estimated useful life and the lease term. Rights
of use are subject to the impairment analysis.
Lease liabilities
At the start of the lease, the Group recognises lease liabilities for the current value of the lease
payments made during the lease period. Lease payments include fixed payments (including fixed
payments in essence), less lease incentives, variable payments that depend on an index or a rate andthe amounts expected to be paid to guarantee the residual value. Lease payments also include theexercise price of a purchase option if the Group has reasonable certainty that it will exercise such
option and pay penalties to terminate the lease, if the lease term reflects the exercise by the Group of
the option to terminate the lease. Variable lease payments that do not depend on an index or rate arerecognised as expenses in the period in which the event or condition occurs triggering the payment.
37

When the present value of lease payments is calculated, the Group uses the incremental interest rate
at the start of the lease if the implicit interest rate in the lease cannot be determined easily. After thecommencement date, the amount of the lease liabilities is increased to reflect cumulative interest andit is reduced as a result of the lease payments made. Furthermore, the lease liability will be measured
again in the event of a modification, a change in the lease term, a change in lease payments fixed inessence or a change in the assessment to purchase the underlying asset. The liability is also increasedin the event of a change in future lease payments arising from a change in the index or rate used todetermine these payments.
Short-term leases and leases of low-value assets
The Group applies the exemption from recognising the short-term lease to its machinery andequipment leases that have a lease term of 12 months or less from the commencement date and that
do not have a purchase option. It also applies the exemption from recognising low value assets toassets considered to have a low value. Lease payments in short-term leases and leases of low value
assets are recognised as expenses on a straight-line basis during the lease period.
Criteria applied when determining the lease term for contracts with a renewal option.
The Group determines the lease period as the non-cancellable term of a lease, to which optional
periods are added to extend the lease if it is reasonably certain that such option will be exercised. It
also includes the periods covered by the option to terminate the lease if it is reasonably certain thatsuch option will not be exercised.
The Group has the option, under some of its agreements, to lease assets for additional terms to thenon-cancellable period. The Group is assessing whether it is reasonably certain that the option to
renew will be exercised. That is, it considers all the pertinent factors that create an economic incentive
to renew. After the commencement date, the Group re-assesses the lease term if there is a significant
event or change in circumstances under its control affecting its ability to exercise or not exercise therenewal option. The Group includes the renewal period as part of the lease term for offices, factories
and warehouses due to the importance of these assets for its operations.
6.17 Derivative financial instruments
The Parent Company has arranged cash flow (interest rate) hedges through entities that operate onorganised markets. These instruments are used to hedge exposure to fluctuations in floating interest
rates on a portion of the bank loans granted to the Parent Company and on a portion of expected
future borrowings. In 2023, an active management process has been carried out relating to them.
These financial derivatives hedging cash flows are initially recognised in the Consolidated Balance
Sheet at acquisition cost, and subsequently, any impairment loss allowances required are recognised
to reflect their market value from time to time.
Any gains or losses arising from changes in the market value of derivative financial instruments in
respect of the ineffective portion of an effective hedge are taken to the Consolidated Income
Statement, while gains or losses on the effective portion are recognised in "Effective hedges" within"Retained earnings" with respect to cash flow hedges. The cumulative gain or loss recognised in equity
is taken to the Consolidated Income Statement when the hedged item affects consolidated profit orloss or in the year of disposal of the item. The extension options are not recognised for accounting
purposes as hedges; accordingly, the change in value is recognised directly in the Consolidated
Financial Statements.

38

Note 7. Significant accounting estimates and criteria
7.1 Significant estimates
The preparation of the accompanying Consolidated Financial Statements under IFRS requires
management to make estimates and assumptions that affect the Consolidated Balance Sheet and theConsolidated Income Statement for the year. The estimates that have a significant impact are as
follows:
Impairment of non-financial assets: calculation of recoverable value
The Group performs an impairment test for CGUs that have assets with indefinite useful lives, mainly
goodwill, or for which indications of impairment are identified in property, plant and equipment. The
calculation of recoverable value is based on the discounting of cash flows. These flows are obtained
from the most conservative budget and business plan for the next five years and they do not include
uncommitted restructuring activities or the significant future investments that will increase the outputof the asset. To calculate the value at perpetuity, a standardised period with all future hypotheses
deemed reasonable and recurrent in the future is used. The calculation of recoverable amount is very
sensitive to assumptions and variables that are subject to estimation and calculation: EBITDA to sales
ratio, discount rate and the growth rate used in the extrapolation.
The key assumptions used to calculate the recoverable amount of the Cash Generating Units, including
their sensitivity analysis, are further detailed in Note 6.7, Note 10 and Note 11.
Recognition of income: variable considerations
As indicated in Note 6.11, some orders have variable consideration for price revisions undernegotiation. To the extent that the transfer of control has already been made to the customer, but thereview processes are not closed, the Group makes an estimate based on the expected probability
method, to adjust the transaction price. This estimate uses the historical experience of pastnegotiations with each customer, as well as the forecast of reasonable scenarios.
Tax: recoverability of deferred tax assets
Deferred tax assets are recognised for negative tax bases and other unused tax incentives to the extent
that it is probable that taxable profit will be available against which they can be utilised. The calculationof deferred tax assets to be recognised depends on significant estimates by Management regarding
the reasonable recovery period and the future tax profits.
The Group does not register deferred tax assets in the following cases: negative tax bases to be offset
from subsidiaries keeping a loss history, which cannot be used to offset future tax profits from othergroup companies and when there are no taxable temporary differences in the company.
Pension benefits
The cost of the defined benefit plans and other post-employment benefits and the present value ofthe pension obligations are determined according to actuarial valuations. The actuarial valuations
imply assumptions that may differ from the real future events: discount rate, future salary increases,
mortality rates and future pension increases. Since the valuation is complex and for the long-term, thecalculation of the obligation for defined benefit plans is very sensitive to changes in those assumptions.
All assumptions are revised at every closing date.
Note 22 contains a sensitivity analysis.
39

Amortisation: useful lives
The Group's production activity requires significant investments in property, plant and equipment. The
useful life of PP&E is determined according to the expected use of the asset as well as the pastexperience of use and duration of similar assets. The estimate of useful life is sensitive to futurechanges in view of the long economic life of the Group's assets. This estimate is made on the basis of
the Group's historical experience, technical information and the expected use of its assets.
Annual depreciation is calculated using the straight-line method based on the estimated useful lives ofthe various assets.
The estimated useful lives of the various asset categories are:Estimated useful life (years)
2023
17 to 35
3 to 20
2 to 104 to 10

Buildings
Plant and machinery
Other plant, tools and furniture
Other PP&E items

2022
17 to 35
3 to 20
2 to 104 to 10The estimated assets' useful lives are reviewed at each financial year-end and adjusted prospectively
if revised expectations differ significantly from previous estimates.
No significant residual values at the end of useful lives are expected.
With respect to the useful life of intangible assets that do not have a definite useful life, including
capitalised expenses implementation, it has been calculated that, based on internal analyses, theiruseful life does not exceed 6 years and that their recovery is linear in accordance with the consumption
pattern represented by the production of the operating plants.
7.2 Main accounting judgements
Also, as required by IFRS, accounting opinions have been made in applying these accounting principles.
The accounting opinions formed with a significant impact are as follows:
Determination of cash-generating units
The calculation of the CGU requires the application of the opinion to identify the smallest group ofassets that generates cash inflows. In general, the smallest group of assets that generates inflows on
a stand-alone basis corresponds to the operating plants, which are usually an individual trading
company. However, there are specific cases in which the CGU does not correspond directly to theplants for various reasons because the trading company groups together several nearby plants that,
owing to location synergies, are managed as a unit (France, UK, Brazil), or because at a country level
there is significant operational integration (Mexico, USA, Argentina).
Assessment of gain of control in subsidiaries
According to IFRS 10, currently in force, Group Management assesses the existence of control ofsignificant companies with 50% shareholdings, such as Beyçelik Gestamp Otomotive Sanayi, A.S.,
Gestamp Automotive India Private Ltd, Edscha Pha, Ltd. and Edscha Aditya Automotive Systems Pvt
Ltd.

40

Regarding Beyçelik Gestamp Otomotive Sanayi, A.S., Edscha Pha, Ltd. and Edscha Aditya Automotive
Systems Pvt Ltd, non-controlling interests are third parties external to the Gestamp Automoción Groupand over whom the shareholders of the Parent Company have no control.
Although in these companies the members of the board of directors are elected on the basis of thepercentage of ownership, it is considered that control over the companies is exercised taking into
account the following facts and circumstances regarding the relevant activities:
1. Car manufacturers require from their suppliers the capability to reach and maintain quality
standards across a wide geographic presence in order to negotiate global supply.
2. Accordingly, the most important activities for a supplier in this sector are as follows:a. Continuous investment in technological research and development to satisfy
customer requirements.
b. Global negotiation for approval and homologation of every component comprisinga product, as well as management of prices.
c. All activities aimed to achieve excellent quality of components.
The above activities are carried out directly by the Group since the shareholders owning
the remaining shares do not have these capacities.
3. In this sense, these companies technologically depend on the Group. Research andDevelopment activities are fully carried out by the Group and the technology is provided
to the subsidiary according to the agreement signed with the shareholders. Accordingly,
the aforementioned subsidiaries have right to use but no intellectual property. The design
to apply the technology of hot stamping currently used by the subsidiary is exclusive
property of the Group.
4. In order to prove this excellence, an OEM supplier needs to be accredited as a Tier 1
supplier (high quality supplier) by the car manufacturer. The subsidiaries could not obtain
this certification if they did not belong to the Group.
In the particular case of Gestamp Automotive India Private Ltd, in addition to the above, the Groupholds a majority on the Board, having appointed 4 members out of a total of 6 Board members.
Regarding this company the non-controlling interests corresponding to the remaining 50%
shareholding are Group related parties since it is to a company controlled by shareholders of the
Parent Company.
In the case of the Sideacero Subgroup, the Group is deemed to have control since the remaining
shareholding (66.67%) is divided equally between ACEK Desarrollo y Gestión Industrial, S.L. andanother non-controlling shareholder outside the Group. In this regard, the Group exercises power in
relevant activities through its direct shareholding (33.33%) and the absence of conflicting interests ofthe shareholding held by its majority shareholder, ACEK Desarrollo y Gestión Industrial S.L. In addition,such a direct shareholding is significant enough to be exposed to variable returns from involvement in
the business.
For the remaining companies in which the Group has a shareholding of less than 50%, given that theGroup does not holds a majority on the Board and that the circumstances identified above do not exist,
it is concluded that there is no control and therefore these companies are consolidated using the Equity
method.

41

Own-use exception in energy contracts
The Group has energy supply contracts in Spain with its electricity marketer. In these contracts, a fixedprice has been set for a commitment of 103 gigawatt hours (GWh) per year, for the next 10 years fromJanuary 2022. Energy supply contracts have also been signed in Brazil equal to 79.2 GWh fromrenewable energy in an agreement with a total duration of 10 years from January 2024.
Depending on the energy demands foreseen for the coming years, the Group applies the exception of
own use and the contract is recognised as an "executory contract".
Note 8. Changes in significant accounting policies and estimates and restatement of errors
Changes in accounting estimates
The effect of a change in an accounting estimate is recognised in the same Consolidated Income Statement
heading in which the associated income or expense was recognised under the former estimate.
Changes in significant accounting policies and restatement of errors
The effect of this type of changes in accounting policies and the correction of errors is recognised inthose cases that are significant at Group level. The cumulative effect at the beginning of the year isadjusted in the Retained earnings heading and the effect of the year itself is recognised in theConsolidated Income Statement for the year. In these cases, the figures for the previous year are
modified to make them comparative, unless the rule governing the new accounting policy expressly
allows the comparative figures for the previous year not to be restated.
Note 9. Segment reporting
According to IFRS 8 "Operating segments", segment information below is based on internal reports
regularly reviewed by the board of directors of the Group in order to allocate resources to eachsegment and assess their performance.
The operating segments identified by the Group's Management Committee are based on a geographic
perspective, except in the case of the companies of the Sideacero Subgroup, which are integrated intoa single segment due to the nature of their activity; these segments and the countries they compriseare as follows: Western Europe
o
o
o
o
o
o
o
o

Spain
Germany
United Kingdom
FrancePortugal
SwedenLuxembourg
Morocco Eastern Europe
o Russiao Polando Hungaryo Czech Republic
42

o
o
o
o

Slovakia
TurkeyRomania
Bulgaria

 Mercosuro Brazilo Argentina
 North Americao USA
o Mexico Asia
o
o
o
o
o
o

China
South Korea
India
ThailandJapan
Taiwan Gescrapo All companies within the Sideacero Subgroup, regardless of the country in which they
are located.
Each segment includes the activity of Group companies located in countries belonging to the segment,
except for those in the Sideacero Subgroup, which are included in the Gescrap segment.
The Group's Management Committee has managed the operating segments corresponding tocontinuing operations based mainly on the development of the main financial aggregates of eachsegment, such as EBITDA, EBIT and investments in fixed assets, while financial income and expenses,
and corporation tax expense and the allocation of income to non-controlling interests are analysedjointly at Group level since they are basically managed centrally.
Inside certain segments, there are some countries meeting the definition of a significant segment;
however, they are presented in the aggregate since the products and services generating ordinary
income as well as productive processes are similar, additionally, they show similar long-term financial
performance, and they belong to the same economic environment.
Segment information for 2023 and 2022 is as follows:

43

ITEM
NON-CURRENT ASSETS
Goodwill
Other intangible assets
Property, plant and equipment
Non-current financial assets
Deferred tax assets
Total non-current assets
WORKING CAPITAL
Inventories
Assets from contracts with customers
Trade and other receivables
Other current assets
Subtotal
Trade and other payables
Current provisions
Other current liabilities
Other current borrowed liabilities
Total working capital

ITEM
Revenue
EBITDAITEMNON-CURRENT ASSETS
Goodwill
Other intangible assets
Property, plant and equipment
Non-current financial assets
Deferred tax assets
Total non-current assets
WORKING CAPITAL
Inventories
Assets from contracts with customers
Trade and other receivables
Other current assets
Subtotal
Trade and other payables
Current provisions
Other current liabilities
Other current borrowed liabilities
Total working capital

ITEM
Revenue
EBITDA

WESTERNEUROPE

EASTERNEUROPE

Thousands of euros
31-12-2023
NORTH
MERCOSURAMERICAASIAGESCRAP

TOTAL

88,957
318,015
1,422,201
117,160
115,217
2,061,550

3,562
33,217
791,65359
70,438898,929

6,670
4,999
319,731
1,776
17,353
350,529

1,307
23,112
1,442,076
5,251
344,290
1,816,036

361
44,849845,785
10,937
20,881
922,81344,321
632
53,992
282
3,967
103,194

145,178
424,824
4,875,438
135,465
572,146
6,153,051

106,176
334,543
185,171
21,335647,225

92,822
11,981
163,734
44,351
312,888

50,84819,653102,969
5,117
178,587

150,099
99,326
119,288
40,041
408,754

102,011
111,034
504,187
18,761
735,993

45,092(309)
119,811951
165,545547,048576,228
1,195,160
130,5562,448,992(1,018,247)(6,967)(3,069)(91,558)(472,616)(366,450)(3,216)(1,039)(6,916)(64,733)(145,176)(10,150)
23,261(452,709)
(164)
(72)
(34,217)(78,408)(680,387)(4,136)(334)(59,118)(7,982)(47,321)(4,664)(4)(669)
112,887(2,710,290)(19,147)(4,518)(202,628)(487,591)

WESTERNEUROPE
4,671,356
539,928

WESTERNEUROPE

EASTERNEUROPE
1,713,103
248,329

Thousands of euros
January - December 2023
NORTH
MERCOSURAMERICA899,346
2,471,974
105,013
165,748

EASTERNEUROPE

Thousands of euros
31-12-2022
NORTH
MERCOSURAMERICA

ASIA
1,891,934
265,756ASIAGESCRAP626,00346,421GESCRAP

TOTAL
12,273,716
1,371,195

TOTAL

69,115309,108
1,401,568
166,414105,901
2,052,106

5,213
25,294
739,50279
52,499822,587

6,314
4,375
314,437
1,572
26,811
353,509

2,890
18,522
1,358,368
4,316
240,261
1,624,357

10
43,792785,354
11,02819,244859,428

43,925346
46,422379
2,863
93,935

127,467
401,437
4,645,651
183,788
447,579
5,805,922

107,538
333,983
259,964
14,747716,232

86,578(9,161)
199,471
40,142
317,030

37,85630,162
84,982
5,408
158,408

145,351
51,779134,837
30,890362,857

111,151
112,876445,833
23,206
693,066

52,690(15)
135,043354
188,072

541,164
519,624
1,260,130
114,747
2,435,665(1,118,772)(46,127)(4,611)(71,263)(524,541)(332,281)(3,167)782(6,478)(24,114)(92,779)(3,029)(5,176)57,424(387,356)(2,460)(829)(18,606)(46,394)(480,006)(1,528)(3,232)(96,078)
112,222(89,918)(6,041)(26)
92,087(2,501,112)(62,352)(7,890)(197,627)(333,316)

WESTERNEUROPE
4,278,235
457,628

EASTERNEUROPE
1,597,353
232,315

Thousands of euros
January - December 2022
NORTH
MERCOSURAMERICA865,771
2,325,561
105,245
195,992

ASIA
1,641,970
216,324GESCRAP17,554
2,028

TOTAL
10,726,444
1,209,532

Recurring operating transactions between subsidiaries in different segments are not material.
The "EBITDA" heading of each segment includes the billing of costs of the Group's corporate services.
Said billing was carried out on the basis of:a) The criteria for distribution of management costs as per global agreements signed by Group
companies.
b) The agreements for rendering specific services signed by certain Group companies.
The additions of Other intangible assets (Note 10.b) by segments are as follows:44Segment
Western Europe
Eastern Europe
MercosurNorth America
Asia
Gescrap
Total

Thousands of euros
31-12-2023
31-12-2022
76,49975,431
12,752
8,612
1,970
1,886
10,442
5,808
9,444
10,810347
111,454
102,547

The additions of Property, plant and equipment (Note 11) by segments are as follows:
Segment
Western Europe
Eastern Europe
MercosurNorth America
Asia
Gescrap
Total

Thousands of euros
31-12-2023
31-12-2022
195,709
155,496
147,987
129,100
37,907
34,812242,971
152,489
197,431224,082
16,209838,214695,979

Additions of Property, plant and equipment at December 31, 2023 include additions from rights of use
in the amount of 65,285 thousand euros (115,897 thousand euros at December 31, 2022).
The three most representative customers (including the companies of their respective groups) accountfor 46.17% of the total net turnover at December 31, 2023 (51.1% of turnover as at December 31,2022), each accounting for more than 11.0% of turnover as at December 31, 2022 (more than 10.0%
as at December 31, 2022).
Note 10. Intangible assetsa) Consolidation goodwill
The movement in this heading in 2023 and 2022 is as follows:45

Segment / CGU
Western Europe
Gestamp Hard Tech, AB
Gestamp Metalbages S.A.
Gestamp Aveiro, S.A.
Gestamp Levante, S.A.
Griwe Subgroup
Adral, Mat. Pta. Punto, S.L.
Reparaciones Industriales Zaldibar, S.L.
Subgrupo Gestión Global de Matricería
Eastern Europe
Beyçelik Gestamp Otomotiv Sanayi, A.S.
Gestamp Severstal Vsevolozhsk, LLCÇelik Form Gestamp Otomotiv, A.S.
Gestamp Beycelik Romania, S.R.L.
MercosurGestamp Brasil Industria de Autopeças, S.A.
Asia
Gestamp Services India Private, Ltd.
Edscha Aditya Automotive Systems Pvte Ltd.
Gescrap
Sideacero Subgroup
Total

Segment / CGU
Western Europe
Gestamp HardTech AB
Gestamp Metalbages S.A.
Gestamp Aveiro, S.A.
Gestamp Levante, S.A.
Griwe Subgroup
Adral, matricería y puesta a punto S.L.
Reparaciones Industriales Zaldibar, S.L.
Eastern Europe
Beyçelik Gestamp Otomotive Sanayi, A.S.
Gestamp Severstal Vsevolozhsk, Llc
Çelik Form Gestamp Otomotive, A.S.
Gestamp Beycelik Romania, S.R.L.
MercosurGestamp Brasil Industria de Autopeças, S.A.
Asia
Gestamp Services India Private, Ltd.
Gescrap
Sideacero Subgroup
Total

Thousands of euros
Changes in scope
Translationof consolidationdifferences

Balance at
31-12-2022

Balance at
31-12-2023

34,274
15,622
7,395
6,944
6,466
857
444
-

17,992

70(585)

34,344
15,622
7,395
6,944
6,466
857
444
17,407

3,589
95
623
906

-

(1,386)
(20)
(241)
(5)

2,203
75
382
901

6,315

-

357

6,672

12
-

1,183

(1)
(50)

11
1,133

43,925
127,467

19,175397(1,464)44,322
145,178

Thousands of euros
Changes in scope
Translationof consolidationdifferences

Balance at
31-12-2021

Balance at
31-12-2022

37,16015,622
7,395
6,944
6,466
857
444

-

(2,886)-34,274
15,622
7,395
6,944
6,466
857
444

4,756
88
826
905

-

(1,167)
7
(203)
1

3,589
95
623
906

5,638

-

677

6,315

11

-

1

12

87,112

43,92543,925(3,570)43,925
127,467

Changes in the scope of consolidation at December 31, 2023, amounting to 19,175 thousand euros
correspond to those generated in the business combinations of the Gestión Global de Matricería
Subgroup and Edscha Aditya Automotive Systems Pvt Ltd. (Note 3).
Translation differences at December 31, 2023 and December 31, 2022, correspond to the adjustments
to the goodwill of companies whose functional currency is different from the euro, translated at theexchange rate prevailing at Consolidated Balance Sheet date, according to IAS 21 (Note 6.3).
Impairment test of Goodwill
The Group has implemented annual procedures to test goodwill for impairment. This assessment iscarried out for each of the CGUs or groups of CGUs to which goodwill has been allocated.
A CGU is the smallest identifiable group of assets that generates cash flows that are largely
independent of the cash inflows from other assets or groups of assets.
46

As at December 31, 2023, and December 31, 2022, the recoverable amount of CGUs was determinedby taking the higher of the fair value less costs necessary to sell the CGU or by calculating the value in
use, using cash flow projections for a period of five years and based on the future performance of thebusinesses.
The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2023
and 2022, which are deemed to be prudent assumptions with respect to the growth rates frommedium to long-term for the automobile industry.
The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on
the Weighted Average Cost of Capital (WACC) and is determined by the average weighted cost ofequity and the cost of borrowed funds in line with the financial structure set for the Group.
The discount rates before taxes applied to the CGUs whose goodwill is most significant in 2023 and2022 were as follows:
Pre-tax discount rate
Segment

CGU

2023

2022

Western Europe
Western Europe
Western Europe
Western Europe
Eastern Europe
MercosurGestamp HardTech, AB
Gestamp Metalbages, S.A.
Gestamp Griwe Westerburg
Subgrupo Gestión Global de Matricería
Beyçelik Gestamp Otomotiv Sanayi, A.S.
Gestamp Brasil Industria de Autopeças, S.A.

9.89%
10.49%
9.88%
10.49%
16.69%
14.52%

9.98%
10.32%
9.63%
17.48%
15.46%

It is concluded that the recoverable value is higher than the carrying amount for all the CGUs, so theGroup can recover the value of goodwill recognised at December 31, 2023 and December 31, 2022.
The economic projections made in previous years did not present significant differences with regard
to the actual data or, if applicable, they would not have led to impairment.
Sensitivity analysis of changes in key assumptions
The Parent Company's management performs a sensitivity analysis, particularly in relation to thediscount rate used and the residual growth rate, in order to ensure that possible changes in theestimation of such rates have no impact on the recovery of the values mentioned above, where value
in use is the benchmark. The following increases or decreases, expressed in percentage points, havebeen assumed:
Key assumptions
Discount rate
Perpetual growth rate
EBITDA margin on sales

Variation
+ 0.5
- 0.5
- 1.0

Based on the analysis performed, it is clear that at December 31, 2023, there is still a gap
between the recoverable amount and the carrying amount of the main CGUs.
b) Other intangible assets
The breakdown and movements of the different categories of Other intangible assets are:47

Thousands of euros
Balance at
31-12-2022
Cost
Development costs
Concessions
Patents, licences and trademarks
Goodwill
Transfer rights
SoftwarePrepayments

Changes in scope of
consolidation

Additions

Disposals

Translationdifferences

Hyperinflation
adjustment

Othermovements

Balance at
31-12-2023

702,663
16,076
38,616604
7,206
265,991
14,226

106
604
490

69,930107
7,690
18,374
15,353(10,464)(560)(1,879)(4,998)(3)(3,168)
(991)
13
(183)
(422)
(1,187)
(76)

612
-

10,668(701)(6,870)13,795(605)

769,735
14,52536,1561,241
7,388
293,077
28,895

Total cost

1,045,382

1,200

111,454(17,904)(6,014)612

16,287

1,151,017

Amortisation and impairment
Development costs
Concessions
Goodwill
Patents, licences and trademarks
Transfer rights
Software(443,330)(4,206)(4,128)(1,198)(188,176)-(71,379)(319)(4,008)(66)(138)(26,194)

8,589
560
1,879
4,451

2,216
267
(93)
(624)
63
632

-

(4,050)
4,101
1,035
529

(507,954)(3,698)(1,904)(1,273)(208,758)

Accumulated amortisation(723,587)(641,038)-(102,104)

15,479

2,461

-

1,615

Impairment of intangible assets(2,907)

(298)

329

10

(2,606)

401,437

9,052(2,096)(3,543)612

260

Net value

1,200

18,162424,824

Changes in the scope of consolidation at December 31, 2023, amounting to 1,200 thousand euros
correspond to those generated in the business combination of the Gestión Global de Matricería
Subgroup, Global Laser Araba, S.L. and Edscha Aditya Automotive Systems Pvt Ltd. (Note 3).
Additions to development expenses mainly correspond to development and design costs of portfolio
projects, as well as the application of new technologies and the introduction of new materials related
to the business.
The inflation adjustment corresponds to the restatement of the value of non-current assets inArgentina and Turkey, under IAS 29 (Note 4.5).
The net value of Other movements mainly reflects reclassifications between Intangible and tangible
assets.
Thousands of euros
Balance at
31-12-2021
Cost
Development costs
Concessions
Patents, licences and trademarks
Goodwill
Transfer rights
SoftwarePrepayments

646,877
18,64939,728852
5,269
238,886
10,760Total cost

961,021

Amortisation and impairment
Development costs
Concessions
Goodwill
Patents, licences and trademarks
Transfer rights
Software(390,125)(4,277)(6,458)(808)(168,910)

Accumulated amortisation(570,578)

Impairment of intangible assets(2,924)

Net value

387,519

Changes in scope of
consolidation

11
39
21
836

Additions
72,990

Disposals(20,526)

162

Translationdifferences

Hyperinflation
adjustment

1,828
(360)
(172)
353
(156)
1,872
183

Balance at
31-12-2022

1,494(2,224)(1,141)
(601)
2,072
8,662
(7,694)

702,663
16,076
38,616604
7,206
265,991
14,226568

1,045,382

18,418
10,977(5,013)

907

102,547(25,539)

3,548

(7)

(71,920)(344)

19,846(1,362)
96

231
326

(39)
(10)
(504)

(221)
(124)
(21,827)

5,011

(70)
23
(947)

2,660
(279)
(999)

(443,330)(4,206)(4,128)(1,198)(188,176)(560)(94,436)

24,857(2,260)1,939(641,038)

(294)
347

7,817

2,330

Other
movements

2,330

-

5
(682)

1,293

2,330

306

(2,907)

2,813

401,437

Changes in the consolidation scope at December 31, 2022, amounting to 347 thousand euros related
to the changes generated in the business combination of the Sideacero Subgroup (Note 3).
Additions to R&D expenses mainly correspond to development and design costs of portfolio projects,
as well as the application of new technologies or the introduction of new materials related to thebusiness.

48

The inflation adjustment corresponds to the restatement of the value of non-current assets inArgentina and Turkey, under IAS 29 (Note 4.5).
The net value of Other movements mainly reflects reclassifications between PP&E and intangible
assets.
The most significant investments by segment are shown in Note 9.
Development expenses corresponding to projects not fulfilling requirements to be capitalised wereregistered in the heading Other operating expenses in the Consolidated Income Statement, and theyamount to 1,085 thousand euros at December 31, 2023 (December 31, 2022: 2,185 thousand euros).
Impairment test on assets with indefinite useful lives
Assets with indefinite useful life are yearly tested by the royalty relief method to identify impairment.
It is concluded that their recoverable value is far higher than their net carrying amount.
Note 11. Property, plant and equipment
The breakdown and changes in the items comprising Property, plant and equipment are as follows:
Thousands of euros
Translation
Disposalsdifferences

Balance at
31-12-2022

Changes in scope of
consolidation

2,256,255
7,168,899
488,981

11,29646,018877

57,651
240,202540,361(15,951)(167,281)(102)(30,188)(46,910)(33,305)

5,164
16,546
1,128

24,897
198,157(291,401)

2,309,124
7,455,631
706,539

Total cost

9,914,135

58,191

838,214(183,334)(110,403)

22,838(68,347)

10,471,294

Amortisation and impairment
Land and buildings
Plant and other PP&E

(728,456)(4,540,028)-(90,649)(481,852)

15,388
157,623

9,275
31,960(2,013)(19,824)

2,343
50,377(794,112)(4,801,744)

Accumulated amortisation and impairment(5,268,484)-(572,501)

173,011

41,235(21,837)

52,720(5,595,856)

Net value

4,645,651

58,191

265,713(10,323)(69,168)

1,001(15,627)

4,875,438

Cost
Land and buildings
Plant and other PP&E
PP&E under construction and prepayments

AdditionsHyperinflation
Other
adjustment movements

Balance at
31-12-2023

Changes in the scope of consolidation at December 31, 2023, amounting to 58,191 thousand euros
correspond to those generated in the business combination of the Gestión Global de Matricería
Subgroup, Global Laser Araba, S.L. and Edscha Aditya Automotive Systems Pvt Ltd. (Note 3).
The cost value of the Additions to property, plant and equipment at December 31, 2023 relates mainly
to investments being made in plants and production lines to increase the Group's production capacity,
as well as replacements for the maintenance of activities.
The inflation adjustment, which includes the amortisation of the year, corresponds to the restatementof the value of non-current assets in Argentina and Turkey, under IAS 29 (Note 4.5).
The net value of Other movements mainly reflects reclassifications between PP&E and intangible
assets and other items.

49Thousands of euros
Translation
Disposalsdifferences

Balance at
31-12-2021

Changes in scope of
consolidation

2,027,804
6,583,652
415,675

21,485
81,1403,897

126,965
182,206
386,808(37,927)(148,674)(4,290)26,37585,279(548)

24,876
128,305
11,496

66,677
256,991(324,057)

2,256,255
7,168,899
488,981

Total cost

9,027,131

106,522695,979(190,891)

111,106

164,677(389)

9,914,135

Amortisation and impairment
Land and buildings
Plant and other PP&E

(650,041)(4,052,871)(5,215)(54,885)(83,527)(478,988)

21,905
143,997(4,787)(27,343)(7,269)(83,583)478
13,645(728,456)(4,540,028)

Accumulated amortisation and impairment(4,702,912)(60,100)(562,515)

165,902(32,130)(90,852)

14,123(5,268,484)

Net value

4,324,219

46,422

133,464(24,989)

78,97673,825

13,734

4,645,651

CostLand and buildings
Plant and other PP&E
PP&E under construction and prepayments

AdditionsHyperinflation
Other
adjustment movements

Balance at
31-12-2022

Changes in the consolidation scope at December 31, 2022, amounting to 46,422 thousand euros
related to the changes generated in the business combination of the Sideacero Subgroup (Note 3).
The cost value of the property, plant and equipment additions at December 31, 2022, mainly
corresponded to investments being made in plants and production lines, with the aim of increasing
the productive capacity of the Group, as well as to capital expenditure to maintain existing activities,
basically corresponding to companies located in China, the USA, Germany, Turkey, Brazil, United
Kingdom, Spain, Mexico, Romania, France, Poland, India, Japan, Czech Republic and Bulgaria.
The inflation adjustment, which includes the amortisation of the year, corresponded to therestatement of the value of non-current assets in Argentina and Turkey, under IAS 29 (Note 4.5).
The net value of Other movements mainly reflected reclassifications between inventories, PP&E andintangible assets.
The depreciation and impairment charges for property, plant and equipment included an extraordinary
charge of 20.7 million euros for the Group's assets in Russia (Note 21).
Rights of use
The changes in PP&E at December 31, 2023, relating to the effect of rights of use are as follows:
Thousands of euros

Balance at
31-12-2022

Additions

Disposals

Translationdifferences

Balance at
31-12-2023

Cost
Right of use Land and buildings
Right of use Plant and other PP&E

456,779
283,740

40,22625,059(12,829)(31,116)(11,385)(18,700)

472,791
258,983

Total cost

740,519

65,285(43,945)(30,085)

731,774

Amortisation and impairment
Right of use Land and buildings
Right of use Plant and other PP&E
Accumulated amortisation and impairment
Net value(129,361)(132,051)(261,412)
479,107(46,323)(36,062)(82,385)(17,100)

12,82926,285
39,114(4,831)

2,455
2,966
5,421
(24,664)(160,400)(138,862)(299,262)
432,512The changes in PP&E at December 31, 2022 relating to the effect of rights of use are as follows:50

Balance at
31-12-2021

Thousands of euros
Changes inscope ofconsolidation

Additions

Disposals

Translationdifferences

Balance at
31-12-2022

Cost
Right of use Land and buildings
Right of use Plant and other PP&E

366,048
278,008

4,338

104,511
11,386(19,129)(7,006)

5,349(2,986)456,779
283,740

Total cost

644,056

4,338

115,897(26,135)

2,363

740,519

Amortisation and impairment
Right of use Land and buildings
Right of use Plant and other PP&E
Accumulated amortisation and impairment
Net value(103,342)(98,586)(201,928)
442,128(2,183)(2,183)2,155(40,051)(35,729)(75,780)
40,117

14,1886,277
20,465(5,670)(156)(1,830)(1,986)377(129,361)(132,051)(261,412)
479,107

Changes in the consolidation scope in 2022 related to lease agreements generated in the businesscombination of the Sideacero Subgroup (Note 3).
The effect of the asset revaluation that was carried out in 2007 as a result of the IFRS transition is asfollows:
Thousands of euros
31-12-2023

31-12-2022

Initial cost
Fair value
Revaluation
Accumulated amortisation
Deferred tax liabilities
Total

266,567
509,428
242,861(69,473)(43,488)
129,900

266,567
509,428
242,861(65,368)(44,578)
132,915

Non-controlling interests
Reserves (Note 17.3.b))Profit for the year
Total

(23,450)(109,249)
2,799(129,900)(23,666)(112,022)
2,773(132,915)

The detail, by segment, of PP&E at December 31, 2023, and December 31, 2022, respectively, was asfollows:

51

Segment / Country

Thousands of euros
Net carrying amountNet carrying amount
2023
2022

Western Europe
Spain
Germany
FrancePortugal
SwedenUnited Kingdom
MoroccoLuxembourg
Eastern Europe
PolandRussiaHungary
Czech Republic
Romania
TurkeySlovakia
Bulgaria
MercosurArgentina
BrazilNorth America
USA
Mexico
Asia
China
India
South Korea
Japan
TaiwanThailand
Gescrap
Total

Sideacero Subgroup

1,422,201

1,401,568

626,732
419,232
112,70962,673
9,959
169,951
20,945-619,300
390,072
106,401
67,256
10,216
186,219
22,095
9791,652

739,502

197,872
19,022
41,752
104,469
73,182200,099
112,887
42,369189,289
35,612
21,388119,296
44,373
187,944
118,692
22,908319,731314,437

45,859273,872

60,794
253,643

1,442,076

1,358,368

1,059,833
382,243

1,046,736
311,632

845,786

785,354642,009
118,874
37,10647,39084323

615,745
97,12336,25935,76496
367

53,992
53,992
4,875,438

46,422
46,422
4,645,651

Impairment test of Property, Plant and Equipment
Impairment tests calculate recoverable value and are carried out for those CGU’s whose signs ofdeterioration are found according to indicators mentioned in Note 6.7. Certain of the Group's CGUs
show signs of impairment as in the previous year, for which an impairment test has been carried out
by calculating their recoverable value.
The cash flows after the five-year period were extrapolated using a growth rate of 1%, both for 2023
and 2022, which are deemed to be prudent assumptions with respect to the growth rates frommedium to long-term for the automobile industry.
The discount rate before taxes applied to the cash flow projections of the CGUs is calculated based on
the Weighted Average Cost of Capital (WACC) and is determined by the average weighted cost ofequity and the cost of borrowed funds in line with the financial structure set for the Group.
The volume of assets with respect to which the impairment test is performed with regard to theGroup's total PP&E was 38% in 2023 (22% in 2022).

52

The CGUs' recoverable value at December 31, 2023, was determined by choosing the higher of the fairvalue less the necessary costs to sell the CGU, and the calculation of value in use, using cash flow
projections covering a five-year period, based on future business performance.
The discount rates before taxes applied to the CGUs with impairment indicators for 2023 and 2022
were as follows:
2023

2022

Segment

WACC rate
before taxes

Perpetual
growth rate

WACC rate
before taxes

Perpetual
growth rate

Western Europe
Eastern Europe
Asia
North America
Mercosur

9.9% - 11.2%
11.3% - 16.7%
9.1% - 14.3%
10.7%
14.5% - 35.4%

1.00%
1.00%
1.00%
1.00%
1.00%

9.6% - 11.1%
9.6% - 17.5%
9.1% - 15.5%
10.6%
15.5% - 40.3%

1.00%
1.00%
1.00%
1.00%
1.00%

The Group identifies which leases would need to be transferred in the event of a hypothetical sale of
the CGU. In case of necessary lease contracts, the right of use is part of the contrast value, and theGroup deducts the lease liability from both the contrast value of the CGU and its value in use. In
general, CGUs with indications of impairment, with the exception of those that are lessees of land andbuildings, did not have significant lease agreements and, as a practical solution, no lease liability has
been taken into account in either the contrast value or the value in use.
It is concluded that the recoverable amount is higher than the net book value in all CGU's, allowing theGroup to recover the value of the consolidated goodwill recognised at December 31, 2023, andDecember 31, 2022.
The economic projections made in previous years did not present significant differences with regard
to the actual data or, if applicable, they would not have led to impairment.
Sensitivity analysis of changes in key assumptions
The Parent Company's management performs a sensitivity analysis, particularly in relation to thediscount rate used and the residual growth rate, in order to ensure that possible changes in theestimation of such rates have no impact on the recovery of the values mentioned above, where value
in use is the benchmark. The following increases or decreases, expressed in percentage points, havebeen assumed:
Key assumptions
Discount rate
Perpetual growth rate
EBITDA margin on sales

Variation
+ 0.5
- 0.5
- 1.0

Based on the analysis performed, it is clear that at December 31, 2023, there is still a gap between therecoverable amount and the carrying amount of the main CGUs.
Pledged property, plant and equipment to secure bank loans with in rem guarantees and others
At December 31, 2023 and December 31, 2022, there were no items of property, plant, and equipment
set aside to secure bank loans.

53Note 12. Financial investments
The detail, by class and maturity, of the Group's financial investments at December 31, 2023, andDecember 31, 2022, in thousands of euros, is as follows:
Thousands of euros
Investments accounted forusing the equity method
2023

2022

Loans granted
2023

2022

Derivative financial
instruments

Current securities
portfolio

2023

2023

2022

Other financial assets

2022

2023

2022

Non-current financial assets

13,492

16,852

3,144

24,379103,572

130,849--

15,257

Investments accounted for using the equity method

13,492

16,852

-

-

-

-

-

-

-

-

Held-to-maturity investments
Loans and receivables
Derivative financial instruments (Note 23.b.1))

-

-

3,144
-

24,379-103,572

130,849--448
14,809-449
11,259-Current financial assets
Held-to-maturity investments
Loans and receivables

-

-

6,765
6,765

7,437
7,437

-

-

88,01888,018-23,574
23,574-54,87554,87573,61073,61013,492

16,852

9,909

31,816

103,572

130,849

88,01823,574

70,13285,318

Total financial assets

11,708a) Non-current financial assets
The movement in non-current financial assets at December 31, 2023, and December 31, 2022 isshown below:

Balance at December 31, 2021
Changes in scope of consolidation
Additions
Disposals
Change in valuation of derivatives
Transfers
Dividends
Other movements
Profit for the year
Translation differences
Balance at December 31, 2022
Changes in scope of consolidation
Additions
Disposals
Change in valuation of derivatives
Transfers
Dividends
Other movements
Profit for the year
Translation differences
Balance at December 31, 2023

Investments accounted
for using the equity
method16,764(2,568)2,951(295)
16,852(1,109)(3,273)
1,249(227)
13,492Thousands of euros
Derivative
Other financial
Loans granted
financialassetsinstruments
55,23826,246
9,969
96
283
1,101
2,322
(5,321)(1,061)
104,603(27,907)
1,062
(6)
110
201
24,379130,849
11,708(21,400)
215
832
4,547
(318)
(1,106)(27,277)
(373)
188
15
(73)
9
(222)
3,144
103,572
15,257a.1) Investments accounted for using the equity method
In 2023, the Parent has acquired 70% of Gestión Global de Matricería, S.L. which holds, in turn, 100%of the capital in the following companies: of GGM Puebla, S.A. de C.V.; Kunshan Gestool Tooling
Manufacturing Co, Ltd.; IxCxT, S.A.; Ingenería y Construcción Matrices, S.A.; and GGM Puebla deServicios Laborales, S.A. de C.V. (Note 2.b and Note 3)
Prior to this acquisition, the Parent held a 30% stake and, as a result of this transaction, control of thiscompany and its subsidiaries has been acquired and they are no longer accounted for using the equity
method but are fully consolidated. The value of this interest at the date of the transaction was zero
because it was fully impaired.
54

Also, in 2023 the Parent acquired 70% of the shares in Global Laser Araba, S.L. Previously, the Parent
held a 30% stake in Global Laser Araba, S.L. and, as a result of this transaction, control of this company
has been acquired and they are no longer accounted for using the equity method but are fully
consolidated. The value of this interest at the date of the transaction was 1,176 thousand euros.
In 2022, Beta Steel, S.L. was consolidated using the equity method. DJC Recyclage SARL and Car
Recycling, S.L., part of the Sideacero Subgroup, as well as the Changchun Xuyang Gestamp Auto
Components Co. Ltd., were included in the scope of consolidation using the equity method. The
consolidation of these companies did not have a significant impact on these Consolidated Financial
Statements.
Profit for 2023 and 2022, amounting to 1,249 thousand euros and 2,951 thousand euros, respectively,
related to the application of the percentage of ownership interest to the results obtained by eachcompany.
In addition, at December 31, 2023, the Share of profit/(loss) from associates using the equity methodin the Consolidated Income Statement also includes the percentage share in the loss obtained by
Global Laser Araba, S.L. at the date of the transaction amounting to 20 thousand euros.
Dividends amounting to 3,273 thousand euros at December 31, 2023 (2,568 thousand euros at December
31, 2022) corresponded to the dividend distributed by Gestamp Auto Components Sales (Tianjin) Co.,
Ltd., consolidated by the equity method, to the subsidiary Gestamp China Holding, Co. Ltd.
The summarised financial information on the Group's investment in these associates in 2023 and 2022
is as follows:
Condensed balance sheet:

Total non-current assets
Total current assets
Total non-current liabilities
Total current liabilities

Gestamp Auto
Components Sales(Tianjin) Co., Ltd.
29
120,672(111,419)

Thousand of euros
31-12-2023
Etem Gestamp
Changchun Xuyang
Industrias
Aluminium
Gestamp Auto
Tamer, S.A.
Extrusions, S.A.
Components Co. Ltd.
60,252896
220,343277
70(11,026)(17)(51,742)(751)(1)

EquityTranslation differences(9,632)350(17,827)
-

(405)
-

(71)
-

Percentage of shareholding
Carrying amount of investment

49%
4,548

49%
8,735

43%
174

49%
35

Thousands of euros
31-12-2022

30,673111,371(21,548)(142,446)

Etem Gestamp
Aluminium
Extrusions, S.A.
56,941
23,158(13,611)(45,104)(9,691)(107)

21,687263(21,384)
-

(923)
-

49%
4,801

30%
-

49%
10,47843%397

Total non-current assets
Total current assets
Total non-current liabilities
Total current liabilities

Gestamp Auto
Components Sales(Tianjin) Co., Ltd.
5,064
17
3,840
105,199(11)(4,973)(95,418)

EquityTranslation differences(3,920)-Percentage of shareholding
Carrying amount of investment

30%
1,176

Global Laser Araba
S.L.

55

GGM andsubsidiaries

Industrias
Tamer, S.A.
1,027
689
(156)
(637)

Condensed income statement:
Thousands of euros
31-12-2023
Gestamp Auto
Etem Gestamp
Changchun Xuyang
Industrias
Components Sales Aluminium Extrusions,Gestamp Auto
Tamer, S.A.
(Tianjin) Co., Ltd.
S.A.
Components Co. Ltd.
Operating income
499,0893,651
1,467
Operating expense(490,719)(4,486)(1,823)(57)
OPERATING PROFIT/LOSS
8,370
(835)
(356)
(57)
Finance profit/loss
92(2,604)(35)(0)
Exchange gains (losses)
365
Impairment and other gains/losses(128)
PROFIT/LOSS BEFORE TAX
8,827(3,439)(519)(57)
Income tax expense(2,207)
Restatement of prior years’ profit/loss(120)
PROFIT/LOSS FOR THE YEAR
6,620
(3,559)(519)(57)
Percentage of shareholding
49%
49%
43%
49%
Participation of the Group in profit/loss for the year
3,244
(1,744)(223)(28)
Thousands of euros
31-12-2022
Global Laser Araba
S.L.
Operating income
Operating expense
OPERATING PROFIT/LOSS
Finance profit/loss
Exchange gains (losses)
Impairment and other gains/losses
PROFIT/LOSS BEFORE TAX
Income tax expense
Restatement of prior years’ profit/loss
PROFIT/LOSS FOR THE YEAR
Percentage of shareholding
Participation of the Group in profit/loss for the year

6,441
(5,921)
520
(84)
436
(119)
317
30%
95

Gestamp Auto
Components Sales(Tianjin) Co., Ltd.
460,442(453,115)
7,327
97
179
7,603
(1,901)
5,702
49%
2,794

GGM andsubsidiaries
21,497(26,553)(5,056)(825)
894(4,987)
(41)
5,028
30%
-

Etem Gestamp
Aluminium
Extrusions, S.A.
125,633(124,247)
1,386(1,121)
265
(63)
202
49%
99

Industrias
Tamer, S.A.
2,140
(2,067)
73
(18)
(139)
(84)
(2)
(86)
43%
(37)

a.2) Loans granted
The heading Loans granted mainly includes the balance of the companies Gestamp Sorocaba Industriade Autopeças. Ltda. and Edscha do Brasil Ltda. hold with the Brazilian public authorities, amounting to
1,193 thousand and 380 thousand euros, respectively, at December 31, 2023 (1,114 thousand and238 thousand euros at December 31, 2022, respectively).
In addition, this item as at December 31, 2022, related mainly to the loan granted by the Parent toGestión Global de Matricería, S.L. for 21,400 thousand euros. In 2023, this company was fully
consolidated following the taking of control (Note 3).
The most significant Transfers in 2022 corresponded to the transfer of loans granted to Group
employees for the purchase from Acek Desarrollo y Gestión Industrial, S.L. of shares in the Parent in2016. The term of the agreements is seven years from the date of signature, with maturity set for thethird quarter of 2023, and therefore the outstanding balance at December 31, 2022, which amounted
to 27,907 thousand euros, was reclassified to short-term under "Other receivables" (Note 15.b).
a.3) Derivative financial instruments
Derivative financial asset instruments amounting to 103,572 thousand euros at December 31, 2023
(December 31, 2022: 130,849 thousand euros) are detailed in Note 23.b.1).

56a.4) Other financial investments
The amount recognised under "Other financial investments" at December 31, 2023, includes mainly
guarantees and deposits made as security for leases, amounting to 14,809 thousand euros (10,640
thousand euros at December 31, 2022).
The changes in the scope of consolidation at December 31, 2023, amounting to 215 thousand euros
correspond to the guarantees and deposits generated in the business combination of the Subgroup
Gestión Global de Matricería and in the business combination of the company Global Laser Araba, S.L.
amounting to 179 thousand euros and 36 thousand euros, respectively (Note 3).
b) Current financial assets
The movement in current financial assets at December 31, 2023 and December 31, 2022 is shown
below:
Thousands of euros
Loans granted
Balance at December 31, 2021
Changes in consolidation scope
Additions
Disposals
Other movements
Translation differences
Balance at December 31, 2022
Changes in consolidation scope
Additions
Disposals
Transfers
Other movements
Translation differences
Balance at December 31, 2023

5,966
1,090
1,008
(627)
7,437
1,969
(2,619)(22)
6,765

Current securities
portfolio

Other financial
assets11,524
19,216(7,821)(8)
663
23,57470,187(6,297)671(117)
88,01847,562
16,44434,755(19,192)
18(5,977)73,61032
19,216(14,529)(17,332)(491)(5,631)54,875b.1) Loans granted
Credits mainly relate to the loan granted in 2021 by the Parent Company to the equity-accounted
investee Etem Gestamp Aluminium Extrusions, S.A. in the amount of 5,000 thousand euros (Note 32).
This loan matures in October 2024 and bears interest at a fixed rate of 1.7%.
Changes in the consolidation scope in 2022 amounting to 1,090 thousand euros related to the changes
generated in the business combination of Sideacero Subgroup (Note 3).
b.2) Current securities portfolio
The amount recorded under Current securities portfolio at December 31, 2023 and December 31, 2022
relate to current deposits taken out by the following companies:57

Thousands of euros
2023
2022
6,000
6,000
6,859
6,378
17,722
4,464
6,703
702
56,66867
29
88,01823,574

Gestamp Automoción, S.A.
Edscha do Brasil, Ltda
Gestamp Sorocaba Industria de Autopeças Ltda.
Gestamp Kartek Co. Ltd.
Recuperaciones Férricas Asturianas, S.L.
Gestamp Brasil Industria de Autopeças, S.A
Others
Total

Average return
0.00%
100% CDI
100% CDI
5.00%
1.52%
101% - 104% CDI-

Additions at December 31, 2023, correspond mainly to short-term deposits contracted by thecompanies Gestamp Brasil Industrias de Autopeças, S.A. and Gestamp Sorocaba Industria deAutopeças, Ltda., amounting to 56,668 thousand euros and 13,006 thousand euros, respectively, withan average return of 100-104% CDI.
The most significant retirements at December 31, 2023, relate mainly to the maturity of short-term
deposits arranged by the company Gestamp Kartek Co. Ltd. for 6,297 thousand euros.
Additions at December 31, 2022, related to short-term deposits arranged mainly by the companies
Gestamp Kartek Co. Ltd., Gestamp Sorocaba Industria de Autopeças, Ltda. and Edscha do Brasil Ltda.
The most significant retirements at December 31, 2022, related mainly to the maturity of short-term
deposits arranged by the company Gestamp Kartek Co. Ltd.
b.3) Other current financial investments
The balance of Other financial investments at December 31, 2023 mainly includes bank deposits
amounting to 52,552 thousand euros (71,135 thousand euros at December 31, 2022), and guarantees
and deposits for 1,722 thousand euros (1,287 thousand euros at December 31, 2022).
Details of short-term bank deposits are as follows:

Gestamp Automotive India Private, Ltd
Gestamp Togliatti, Llc.
Edscha Pha, Ltd.
Gescrap - Autometal Comercio de Sucatas, S/A
Gestamp Córdoba, S.A.
Gestamp Baires, S.A.
Gestamp Automotive Chennai Private Ltd
Others
Total

Thousands of euros
31-12-2023
31-12-2022
23,33436,991
2,127
18,891
12,662
15,205
559
3,472
738
9,767
1
(60)
52,552
71,135

Average return
3.50%
2.16%
3,92% - 4,08%
102,5% CDI
2.01%
2.01%
5,60% - 6,90%

Changes in the consolidation scope in 2023 amounting to 32 thousand euros related to the changes
generated in the business combination of Gestión Global de Matricería Subgroup (Note 3).

58

Note 13. Inventories
The breakdown of the Consolidated Financial Statement at December 31, 2023, and December 31,
2022 is as follows:
Thousands of euros
2023

2022

Commercial inventories
Raw materials
Parts and assemblies
Spare parts
Packaging materials
Total cost of commodities and other consumables (*)

70,575
210,574
100,373
138,961
2,837
523,320

78,541
229,724
88,261
120,416
2,945
519,887

By-products, waste and recovered materials
Prepayments to suppliers
Total cost of inventories

537
46,806570,663331
45,760565,978

Impairment of raw materials (*)
Impairment of other supplies (*)
Total impairment(14,018)(9,597)(23,615)(13,817)(10,997)(24,814)547,048

541,164

Total inventories(*) The variation in commodities and other supplies is recorded under "Consumption" in theConsolidated Income Statement and is detailed below:
Thousands of euros
Change in inventories
Balance at
2022
Raw materials and other supplies
Impairment of raw materials and other supplies
Consumption (Note 27.a))519,887(24,814)495,073

Impairment

Reversal of
impairment

Changes ininventories

Total

Changes inscope ofconsolidation(4,862)(4,862)

6,061
6,061

3,023
3,023

3,023
1,199
4,222

410
410

Balance at2023
523,320(23,615)499,705

Changes in the scope of consolidation in 2023 in the amount of 410 thousand euros correspond to
those generated in the business combination of the Gestión Global de Matricería Subgroup(28 thousand euros), and the companies Global Laser Araba, S.L. (15 thousand euros) and Edscha
Aditya Automotive Systems Pvt Ltd. (367 thousand euros). In addition, Prepayments to suppliers
includes 483 thousand euros also derived from these business combinations (Note 3).
No inventories were encumbered at December 31, 2023, or December 31, 2022.
Note 14. Assets from contracts with customers
The detail of the Consolidated Balance Sheet at December 31, 2023, and December 31, 2022 is asfollows:
Thousands of euros
2023
2022
Work in progress
Semi-finished products
Finished products
Trade receivables, tooling

120,795
143,874
179,127
132,432

137,354
147,056
179,842
55,372

Total

576,228

519,624

59

Customer tools correspond to the income recognised pending invoicing. There are no prepayments
exceeding the stage of completion by customer. The amount of the construction certificates for tools
in progress, which were recognised by reducing the balance of the Customer receivables, tools headingat December 31, 2023, amounted to 689 million euros. Likewise, this item amounted to 752 million
euros at December 31, 2022.
Note 15. Trade and other receivables/Other current assets and liabilities/Cash and cash equivalentsa) Trade receivables for sales and services
The detail of the Consolidated Balance Sheet at December 31, 2023 and December 31, 2022 is asfollows:
Thousands of euros
2023
2022
Trade receivables
Trade bills receivables
Trade receivables, by work-in-progress machinery
Trade receivables, doubtful collection
Impairment of trade receivables
Trade receivables, related parties (Note 32.1)

664,278
33,12557,295
2,385(7,391)
142,587824,653
27,577
68,1652,288(7,084)90,079Total

892,279

1,005,678

As indicated in Note 1, Group sales, as well as trade receivable balances, are concentrated acrossa limited number of customers due to the nature of the automotive industry. In general, tradereceivable balances have high credit quality.
Under the heading Impairment of trade receivables, the change in the impairment provision
amounting to 307 thousand euros was recognised at December 31, 2023, which included both the
impairment charge to accounts receivable amounting to 352 thousand euros (171 thousand euros at
December 31, 2022) (Note 27.c)), such as movements by bad debt receivables and the effect oftranslation differences.
The analysis of the age of the financial assets related to the sale of parts that had matured at December
31, 2023, and December 31, 2022, was as follows:
Thousands of euros
2023
2022
Less than 3 months
Between 3 and 6 months
Between 6 and 9 months
Between 9 and 12 months
More than 12 months
Total outstanding past due receivables
Impairment provision

42,245
5,149
4,380
3,169
6,697
61,640(7,391)

31,393
13,184
10,955
5,174
4,460
65,166(7,084)

Total

54,24958,082

The amounts of these past due financial assets that had not been provisioned relate to customers withno history of bad debts.
The amount of receivables assigned and not yet due by the Group under non-recourse factoring
contracts entered into with financial institutions in Spain, France, the United States, Brazil, Portugal,
Mexico, Poland, Hungary, Sweden, Turkey, the Czech Republic, Romania, Slovakia, Germany and the60United Kingdom, which have been derecognised in the Consolidated Balance Sheet, amounts to779,495. thousand euros at December 31, 2023 (750,786 thousand euros as at December 31, 2022).
The expense recognised at December 31, 2023, for the assignment of the receivables under the nonrecourse factoring contracts amounted to 32,826 thousand euros (14,761 thousand euros at
December 31, 2022) (Note 28.b)).
b) Other receivables
The detail of the Consolidated Balance Sheet at December 31, 2023, and December 31, 2022, is asfollows:
Thousands of euros
2023
2022
Debtors
Debtors, related parties (Note 32.1)
Remuneration prepayments
Short-term loans to staff

15,192
330
4,399
72

45,103
67
4,031
90

Total

19,99349,291

Receivables includes loans granted to Group employees for the purchase from Acek Desarrollo y Gestión
Industrial, S.L. of shares in the Parent in 2016. These loans are secured by a pledge on the shares of the
Parent Company acquired, and are due to mature in the third quarter of 2024, the outstanding balance
at December 31, 2023, amounting to 8,011 thousand euros. The balance at December 31, 2022, was27,907 thousand euros, which was transferred from Loans granted (Note 12.a.2).
c) Current tax assets
This line item on the Consolidated Balance Sheet amounted to 39,316 thousand euros at December
31, 2023 (December 31, 2022: 19,829 thousand euros) and reflects the collection rights related tocorporate tax refunds of the Parent and Group companies.
d) Receivables from public authorities
The detail of the Consolidated Balance Sheet at December 31, 2023, and December 31, 2022, is asfollows:
Thousands of euros
2023
2022
234,506
166,047
144,538
105,320
19,576
6,468
70,392
54,2596,523
16,9752,543
2,310
243,572
185,332

Sundry receivables from tax authorities
VAT refund
Subsidies granted
OthersIncome taxes from prior years
Receivables from Social Security
Total

The heading Others mainly includes the following detail: Credit for research and development of the subsidiary Gestamp North America, INC. in the amountof 34,267 thousand euros at December 31, 2023 (36,563 thousand euros at December 31, 2022).
 The company Gestamp Brasil Industria de Autopeças, S.A. includes the following amounts tohighlight:61

oOther taxes, namely IRPJ and CSLL, to be recovered amounting to 18,621 thousand
euros at December 31, 2023 (5,281 thousand euros at December 31, 2022).

oGestamp Brasil Industrias de Autopeças, S.A. presented various claims demanding theright to exclude the State Tax on Goods and Services (ICMS) from the PIS contributions
calculation base (Social Integration Programme) and from COFINS (Contribution forSocial Security Financing). At December 31, 2023, as a result of final judgments, thesubsidiary company had recognised 8,525 thousand euros (8,269 thousand euros at
December 31, 2022) in this regard, together with the related late-payment interest,
under Other in relation to various items receivable from the tax authorities.

e) Other current assets and liabilities
The net amount of current assets and current liabilities is 126,038 thousand euros as at December 31,
2023 (December 31, 2022: 106,857 thousand euros).
The breakdown is as follows:
Thousands of euros

Operating expenses
Commercial agreements
Exchange rate derivative (Note 23.b.1))
OthersTotal

f)

Other current
assets26,788
77,10065
26,603
130,556

2023
Other current
liabilities(1,930)(94)(2,494)(4,518)

Total
24,85877,006
65
24,109126,038

Other current
assets31,25463,306
109
20,078
114,747

2022
Other current
liabilities(633)(4,937)(104)(2,216)(7,890)Total
30,62158,3695
17,862
106,857

Cash and cash equivalents

The detail of the Consolidated Balance Sheet at December 31, 2023 and December 31, 2022 is asfollows:

Cash
Cash equivalents
Total

Thousands of euros
2023
2022
909,048
1,411,076
267,785
284,025
1,176,833
1,695,101

Cash equivalents correspond to deposits and surplus cash investments maturing in less than three months.
The breakdown by currency and interest rate at December 31, 2023, and December 31, 2022, is as follows:62

Company
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Auto Components (Kunshan) Co., Ltd
Gestamp Severstal Kaluga, Llc.
Gestamp Pune Automotive Pvt. Ltd.
Gestamp Togliatti, Llc.
Gestamp Automotive Chennai Private Limited
Gestamp Auto Components (Shenyang), Co. Ltd.
Gestamp Auto Components (Dongguang), Co. Ltd.
Gestamp Auto components Beijing
Edscha Holding GmbH
Gestamp Metal Forming (Wuhan), Ltd
Gestamp Autoc. Chongquing
Gescrap - Autometal Comercio de Sucatas, S/A
Total

Thousands of euros
47,90655
31,324
11,214
11,525
443
1,177
571
73,911
15,63024,8498,500
21,026
4,460
15,194
267,785

Company
Thousands of euros
Gestamp Brasil Industria de Autopeças, S.A.
1,409
Gestamp Brasil Industria de Autopeças, S.A.
11,338
Gestamp Brasil Industria de Autopeças, S.A.
119,256
Gestamp Auto Components (Kunshan) Co., Ltd
12,902
Gestamp Severstal Vsevolozhsk LLC (Stadco LLC) (GSH)
303
Gestamp Severstal Kaluga, Llc.
1,262
Gestamp Pune Automotive Pvt. Ltd.
2,504
Gestamp Automotive Chennai Private Limited
7,957
Gestamp Auto Components (Shenyang), Co. Ltd.
65,868
Gestamp Auto Components (Dongguang), Co. Ltd.
6,593
Gestamp Auto components Beijing
13,581
Edscha Holding GmbH
20,000
Gestamp Metal Forming (Wuhan), Ltd
18,334
Gestamp Autoc. Chongquing
2,718
Total
284,025

2023
Source currency
Brazilian realBrazilian realBrazilian real
Renminbi Yuan
Russian ruble
Indian rupee
Russian ruble
Indian rupee
Renminbi Yuan
Renminbi Yuan
Renminbi Yuan
Euro
Renminbi Yuan
Renminbi Yuan
Brazilian realInterest rate range
88.00% - 100.00%
10% - 30% CDI
0.5437% - 0.79%
1.450% - 1.750%
8.75% - 13.85%
3.5% - 7.75%
11.70%
6.20%
1.55% - 2.05%
0.003% - 2.05%
1.55%
2.10%
1.55% - 2.05%
1.80%
102.5% CDI

2022
Source currency
Brazilian realBrazilian realBrazilian real
Renminbi Yuan
Russian ruble
Russian ruble
Indian rupee
Indian rupee
Renminbi Yuan
Renminbi Yuan
Renminbi Yuan
Euro
Renminbi Yuan
Renminbi Yuan

Interest rate range
100.00% - 103.50% CDI
10% - 30% CDI
5.5832% - 6.17%
1.60%
5.00%
5.00%
3.50% - 7.75%
5.05% - 5.20%
1.60% - 2.05%
0.003% - 1.60%
2.00%
0.40%
2.05%
1.8%

No restrictions existed regarding the use by the holders of the balances included in this heading in theaccompanying Consolidated Balance Sheet.
Note 16. Capital, own shares and share premium
The information related to these headings at December 31, 2023, and December 31, 2022, was asfollows:
ITEM
No. of shares
Par value31-12-2023
575,514,360
0.50

31-12-2022
575,514,360
0.50

Thousands of euros
Issued capital (par value)

287,757
0(11,934)
061,591Own shares
Share premium

287,757
0(1,603)061,591a) Share capital
The shareholder structure at December 31, 2023 and December 31, 2022 was as follows:63

Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Gestamp 2020, S.L.
Own shares
Free Float% shareholding
31-12-2023
31-12-2022
24.073%23.660%50.100%50.100%0.551%
0.080%
25.276%26.160%100.00%100.00%Acek Desarrollo y Gestión Industrial, S.L. has an equity interest of 75% in the capital of Gestamp 2020,
S.L.; thus, its total holding (direct and indirect) in the Parent Company was 61.65% at December 31,
2023 (61.23% at December 31, 2022).
The increase of 0.41% in the stake of Acek Desarrollo y Gestión Industrial, S.L. in the share capital of
the Parent Company took place through the purchase of 2,380,532 shares in successive acquisitions
during 2023.
There are no bylaw restrictions on the transfer of shares forming the Group's capital.
b) Own shares
On July 27, 2018, the Parent Company entered into a liquidity agreement with JB Capital Markets, S.V.,
S.A.U., adapted to Circular 1/2017, of April 26, of the CNMV.
The framework of this agreement will be the Spanish stock markets.
This agreement stipulates the conditions under which the financial intermediary will operate for theaccount of the issuer, buying or selling own shares of the latter, with the sole objective of favouring
the liquidity and regularity of their listing, for a duration of 12 months, which will be deemed to betacitly extended for the same period unless indicated otherwise by the parties.
The amount earmarked to the cash account associated with the agreement was 9,000 thousand euros.
During the 2023 financial year, the Parent Company's Board of Directors agreed to set up a programme
for the repurchase of treasury shares in order to provide the Parent Company with sufficient treasury
shares to enable the delivery of Company shares to certain Group employees, beneficiaries of thecurrent long-term incentive programme (see note 6.15), with a maximum monetary amount of
15 million euros and a maximum number of shares of 3,000,000.
The period during which the Programme is authorised runs from September 6, 2023 to 20 December
2023. This period may be extended with the prior agreement of the Parent's Board of Directors in theevent that the Parent has not acquired the maximum number of shares by the established date.
On December 18, 2023, the Board of Directors of the Parent Company agreed to extend the durationof the Programme until May 10, 2024.
As a result of the above, on September 4, 2023, the liquidity contract signed with JB Capital Markets,
S.V., S.A.U. was temporarily suspended and resumed on January 18, 2024 after completion of the
repurchase of the 3,000,000 shares established in the Repurchase Programme.
Own shares at December 31, 2023, represented 0.55% of the Parent Company's share capital (0.08%
at December 31, 2022) and totalled 3,169,656 shares (460,513 shares at December 31, 2022), at an
average acquisition price of 3.765 euros per share (3.483 euros per share at December 31, 2022).

64

The movement in 2023 and 2022 was as follows:
Number of own
Thousands ofshareseuros
676,492
2,716
7,674,278
26,249(7,890,257)(27,362)
460,513
1,603
5,962,440
23,337(3,253,297)(13,006)
3,169,656
11,934

Balance at December 31, 2021
Increases/Purchases
Decreases/Sales
Balance at December 31, 2022
Increases/Purchases
Decreases/Sales
Balance at December 31, 2023

In 2023, the sales price of the own shares detailed in the previous table amounted to 13,502 thousand
euros (27,279 thousand euros at December 31, 2022), generating a gain of 495 thousand euros (lossof 83 thousand euros at December 31, 2022), recognised under Distributable Reserves (Note 17.2).
c) Share premium
The share Premium of the Parent Company amounted to 61,591 thousand euros at December 31,
2023, and December 31, 2022.
The amended Spanish Corporate Enterprises Act (Ley de Sociedades de Capital) expressly allows the use ofshare premium balance to increase share capital balance, corresponding to an unrestricted reserve.

65Note 17. Retained earnings
The movements in "Retained earnings" for 2023 and 2022 are as follows:
Legal reserve (Parent Unrestricted reserves
Company)(Parent Company)

AT JANUARY 1, 2023

57,550480,641

Reserves at fully
consolidated
companies

Reserves at
associates

1,383,646

Profit for the year

(1,498)Other equity
instruments

259,966

Profit/ (Loss) for the period

Effective hedges-

280,668(67,622)

Actuarial gains and losses (Note 22.b))24,479Dividends distributed by the Parent Company (Note 17.2)(77,985)

Dividends distributed by subsidiaries

103,334(2,939)232,536

2,951(259,966)(77,985)(103,334)

Dividends distributed by associates (Note 12)

3,273(3,273)Business combination by stages (Gestion Global de Matricería and Global Laser Araba, S.L.) (Note 2.b)(3,655)

3,655

Increased ownership interest in companies with previous control (Note 2.b)

21,848Treasury shares acquisitions (Note 16.b)) (Note 17.2)

495

495
21,848Compensation based on shares (Long-term incentive plan) (Note 27.b))2,480
28,600559,564

57,550(23,434)
1,507,941

Legal reserve (Parent Unrestricted reserves
Company)(Parent Company)

57,550486,916

1,835

Reserves at fully
consolidated
companies
1,239,255

280,668

Reserves at
associates(265)

Profit/ (Loss) for the period

2,480Profit for the year

155,376

2,480
31,983

Effective hedges

8,283

259,966

Fair value adjustments (Hedge) (Note 23.b.1))
22,994

Appropiation of 2021 profits

22,370

Dividends distributed by the Parent Company (Note 17.2)(46,562)

Dividends distributed by subsidiaries (Note 19) (Note 17.2)

18,000

1,335(15,432)(2,568)66

480,641

91,322(46,562)
(83)
5,539

(381)
57,5501,947,115(155,376)

5,539

Increased ownership interest in companies with previous control (Note 2.b))

Total

22,994

131,671(83)

Treasury shares acquisitions (Note 16.b)) (Note 17.2)

5,166
2,442,021

259,966
91,322

Actuarial gains and losses (Note 22.b))Other movements
AT DECEMBER 31, 2022

(67,622)(2,939)Appropiation of 2022 profits

AT JANUARY 1, 2022

2,279,910

280,668

Fair value adjustments (Hedge) (Note 23.b.1))

Other movements
AT DECEMBER 31, 2023

99,605

Total

1,383,646(1,498)259,966

99,605(381)
2,279,910

17.1

Legal reserves of the Parent Company

The legal reserve of the Parent Company amounted to 57,550 thousand euros at December 31, 2022,
and December 31, 2023.
The Parent Company is obliged to transfer 10% of each year's profit to a reserve fund until it reaches
at least 20% of share capital, equivalent to 57.6 million euros at December 31, 2023, and December
31, 2022. This reserve is not distributable to shareholders and may only be used to cover, if no otherreserves are available, the debit balance of the profit and loss account.
At December 31, 2018, the Legal Reserve had already reached 20% of the Parent Company's Share Capital;
accordingly, in that year, it was not necessary to allocate any amount of profits to increase said reserve.
17.2

Unrestricted reserves of the Parent Company

The most significant changes in the Parent Company’s unrestricted reserves at December 31, 2023,
and December 31, 2022, in addition to the allocation of profit amounting to 24,479 thousand euros
and 22,370 thousand euros in 2022 and 2021, respectively, included in the retained earnings tables,
were as follows:
December 2023


Distribution of dividend by the Parent in the amount of 77,985 thousand euros:oMinutes of the General Shareholders' Meeting of May 9, 2023, in which:The proposal for the application of the profit for the financial year 2022 isapproved, consolidating the Interim Dividend of the results of said financial
year approved at the meeting of the Board of Directors held on 19 December
2022, for a gross amount of 0.061 euros gross per share, to each of the ordinary
shares outstanding. This interim dividend amounted to 35,086 thousand euros
and was pending payment at December 31, 2022 (Note 23.d)) and was paid on
January 12, 2023.

It was resolved to distribute, with a charge to unrestricted reserves, a final
dividend of 0.0746 euros gross per share of the Parent entitled to receive it. This
final dividend amounted to 42,899 thousand euros and was paid on July 5, 2023.

Dividends distributed by subsidiaries:o

Minutes of the Extraordinary and Universal General Shareholders' Meeting ofSideacero, S.L., whereby it was resolved to approve the distribution to shareholders of
a dividend charged to voluntary reserves in the amount of 10,000 thousand euros, ofwhich the amount corresponding to the Parent Company totals 3,334 thousand euros(Note 19). This dividend is paid had been paid at December 31, 2023.

oMinutes of the Extraordinary and Universal General Meeting of shareholders ofGestamp Servicios, S.A. by which it is agreed to approve the distribution toshareholders of a dividend charged to voluntary reserves for an amount of 100 million
euros. Said dividend is pending collection as of December 31, 2023.

67

Gains from the purchase and sale of own shares amounting to 495 thousand euros (Note 16.b).



Other movements mainly reflect the reclassification of the reserves of the companies Gestamp
Finance Slovakia s.r.o. and Gestamp Funding Luxembourg, S.A. dissolved in 2023.

December 2022


Distribution of dividend by the Parent in the amount of 46,562 thousand euros:oMinutes of the General Shareholders' Meeting of May 10, 2022, in which:The proposal for the application of the profit for the financial year 2021 is approved,
consolidating the Interim Dividend of the results of said financial year approved at themeeting of the Board of Directors held on 20 December 2021, for a gross amount of
0.038 euros gross per share, to each of the ordinary shares outstanding. This interim
dividend amounted to 21,849 thousand euros and was pending payment at December
31, 2021, and was paid on January 12, 2022.

It was resolved to distribute, with a charge to unrestricted reserves, a final dividend of
0.043 euros gross per share of the Parent. This final dividend amounted to
24,713 thousand euros and was paid on July 5, 2022.

Dividends distributed by subsidiaries:
o


17.3

Minutes of the Extraordinary and Universal General Shareholders' Meeting of GestampServicios, S.A., whereby it was resolved to approve the distribution to the shareholders(Parent) of a dividend charged to voluntary reserves in the amount of 18,000 thousand
euros. This dividend is paid had been paid at December 31, 2022.

Result (loss) of the purchase and sale of own shares for 83 thousand euros (Note 16.b).
Availability of reserves at fully consolidated companies

Reserves held by companies consolidated under the full consolidation method are subject to a numberof restrictions as to their availability depending on whether they are legal reserves, revaluation
reserves or other special reserves.
The restrictions regarding the reserves mentioned above are the following:a) Legal reserves at subsidiaries
According to prevailing legislation in the countries where these companies are located, legal reserves
must reach a certain percentage of share capital, so that each year a percentage of net profit is applied
to offset losses or increase share capital.
The amount of the legal reserve at December 31, 2023, and December 31, 2022 totalled
147,148 thousand euros and 133,137 thousand euros, respectively.

68b) Reserve for the first-time application of IFRS (January 1, 2007)
As a result of valuation of Property, plant and equipment at fair value, the land and buildings of certain
subsidiaries were valued at their appraised values and an increase in reserves has been registered in
the amount of the difference between the said assets´ fair values and the net carrying amounts
registered by each company.
The reserves deriving from these revaluations, net of tax, amounted to 109 million euros at December
31, 2023, and 112 million euros at December 31, 2022, respectively (Note 11). This reserve is not
distributable.
c) Other reserves of subsidiaries
In accordance with the current legislation of the countries in which the Group operates, thedistributions of dividends are governed by law. Also, restrictions exist relating to revaluation reserves,development costs and other legal restrictions, which are not significant.
17.4

Approval of the Financial Statements and proposed distribution of profit

The 2023 Individual Financial Statements of the Group companies will be proposed for approval by
their respective General Shareholders' Meetings within the periods envisaged by the prevailing
legislation. The Parent Company's directors consider that, as a result of this process, no changes will
occur that may significantly affect the Consolidated Financial Statements in 2023.
The Group's Consolidated Financial Statements for 2023 were prepared by the Board of Directors of
the Parent Company at its meeting held on February 27, 2024. The Parent Company's Board of
Directors considers that they will be approved by the General Shareholders' Meeting of the Parent
Company without any changes.
The Parent Company's Board of Directors will propose the following distribution of its profit for theyear ended December 31, 2023, to the General Shareholders' Meeting:Thousands of euros

Distributable profit
Balance of Income Statement (Profit)

75,807

Application
Interim dividends
Losses to be offset
Voluntary reserves

40,051
25,494
10,262

At its meeting held on 18 December 2023, the Board of Directors of the Parent Company resolved to
distribute an interim dividend out of the 2023 profit in cash, in the gross amount of 0.070 euros grossper share to each of the ordinary shares outstanding. This interim dividend amounts to 40,051 thousand
euros (the number of treasury shares at January 8, 2024, was 3,355,485, which are not remunerated)
and was pending payment at December 31, 2023 (Note 23.d)) and paid on January 10, 2024.

69

Limitations to the dividends distribution
The Parent Company is obliged to transfer 10% of profit for the year to a legal reserve until this reserve
reaches at least 20% of share capital. The part of the reserve that does not exceed the limit of 20% of
the share capital cannot be distributed to shareholders (Note 17.1).
Once the reserves required by Law have been covered, dividends can only be distributed with a charge
to profit for the year or to unrestricted reserves. If the value of equity is not, or as a result of the
distribution, it does not turn out to be less than the share capital. For these purposes, the profit
allocated directly to equity cannot be directly or indirectly distributed. Should prior years' losses exist
leading the value of the Parent Company's equity to be less than share capital, profit will be allocatedto offset such losses.
Aside from these legal limitations, other contractual limitations exist, which are detailed in Note 23.a.3).
Note 18. Translation differences
The breakdown of translation differences assigned to each Group Segment is as follows:
Country
Western Europe
Germany
Spain
Luxembourg
United Kingdom
SwedenMoroccoEastern Europe
Slovakia
Hungary
PolandCzech Republic
Romania
RussiaTurkeyBulgaria
MercosurArgentina
BrazilNorth America
USA
MexicoAsia
ChinaSouth Korea
India
Japan
ThailandTaiwanTotal

Thousands of euros
2022

2023

Difference

3,378(66,331)(8,607)(35,797)
160

2,612(68,022)(1)(10,572)(11,342)
(356)

766
1,691
1
1,965
(24,455)516

2(5,898)(23,950)(1,509)(335)(89,227)(100,542)5(140)(7,055)(41,149)
(693)
(273)
(81,527)(80,979)
(1)

142
1,157
17,199(816)(62)(7,700)(19,563)
6(110,444)(43,635)(66,085)(51,664)(44,359)
8,029(39,745)8,027(43,434)(29,764)

3,689
37,791(7,213)(1,521)(13,377)(1,929)35
177

31,227
1,368(8,773)(1,077)
58
183(38,440)(2,889)(4,604)
(852)
(23)
(6)

(538,276)(467,459)(70,817)

Changes in translation differences at December 31, 2023 led to a negative net change of
70,817 thousand euros compared to 2022, mainly corresponding to:in Western Europe, due to the fluctuation of the Swedish krona;

70






in Eastern Europe, due to the fluctuation of the Polish zlotys;
in North America mainly due to the fluctuation of the Mexican peso;
in Mercosur, as a consequence of the purchase of 30% of the share capital of Gestamp
Holding Argentina, S.L. and the fluctuation of the Brazilian real; andAsia, due mainly to the fluctuation of the Chinese yuan renminbi.

The translation differences at December 31, 2023, of Argentina and Turkey reflect the effect of theinflation adjustment, amounting to 58,473 thousand euros and 42,469 thousand euros, respectively(December 31, 2022: 45,689 thousand euros and 30,587 thousand euros) (Note 4.5).
Note 19. Non-controlling interests
The changes in this heading, by company, in at December 31, 2023, and December 31, 2022, wereas follows:
Thousands of euros

Company

Gestamp Holding Rusia, S.L./Todlem, S.L./ Gestamp
Severstal Vsevolozhsk Llc./ Gestamp Severstal Kaluga, Llc.
Shanghai Edscha Machinery Co., Ltd./Edscha Automotive
Components (Shanghai) Co. Ltd.
Edscha Pha, Ltd./Edscha Pha Automotive Components(Kunshan) Co. Ltd.
Edscha Aapico Automotive Co. Ltd.
Edscha Aditya Automotive Systems Private Ltd.
Gestamp Brasil Industria Autopeças, S.A./Gestamp
Sorocaba Industria de Autopecas Ltd.
G. Holding Argentina, S.L. and Argentinian companies
G. Holding México, S.L. and Mexican companies
G. North America, INC and North American companies
Mursolar 21, S.L./Gestamp A. Shenyang, Co.
Ltd./Gestamp A. Dongguan, Co. Ltd.
Beyçelik Gestamp Otomotive Sanayi, A.S. / Çelik Form
Gestamp Otomotive, A.S./ Beyçelik Gestamp Teknoloji ve
Kalip Sanayi, A.S./Gestamp Beycelik Romanía,
S.R.L./Beyçelik Gestamp Sasi Otomotive Sanayi, A.S.
Gestamp Automotive India Private Ltd.

Changes inscope ofconsolidation

31-12-2022

Capitalincrease

Translationdifferences

Acquisition of noncontrolling interests (withprevious control over thecompany)

Dividends
paid

Other
movements

Profit (loss) for
the year31-12-2023

1,287

-

(3,035)

-

-

(7)

1,377

4,830

-

-

(1,516)-(3,689)

375

(269)

(378)
(269)

24,148--(1,591)

-

-

(708)

5,578

27,427

1,337

-

-

(91)

(499)

-

(2)

480

1,225

-

1,769

-

(69)

-

-

-

(175)

1,525

33,255

-

-

2,644

-

-

(115)

10,22046,004

(548)

-

(796)

15,560-(18,274)

159

(150)

(4,049)134,284-

52,788

8,820

-

-

(537)

(1,866)

193,489

40,233

-

-

9,876

-

-

(2,490)(27,851)

19,76842,082--(1,164)-(40,980)

(337)

399

-

85,865--(9,171)(5,931)

-

4,750

2,380

77,89350,531--(2,280)

-

-

(309)

3,392

51,334

-

189

-

-

-

11

(104)

96
5,349

Smart Industry Consulting and Technologies, S.L.U.
Jui Li Edscha Body S ystem Co. Ltd./Jui Li Edscha Hainan
Industry Enterprise Co. Ltd/ Jui Li Edscha Holding Co. Ltd.

4,023

-

-

(448)

(942)

-

(21)

2,737

Tuyauto Gestamp Morocco, S.A.

1,621

-

-

(2)

-

450

-

(2,069)-Gestamp Etem Automotive Bulgaria, S.A.

6,537

-

-

(6)

-

-

(90)

614

7,055

G. Auto Components (Tianjin) Co. Ltd./G. Auto
Components Beijing Co. Ltd./G. New Energy vehicle C.

74,012--(4,784)(3,273)-(1,478)20,45984,936

Sideacero and Gescrap and Reimasa companies

129,300

-

-

2,943

(8,526)-921

24,217

148,855

Total

632,797

1,769

52,181

15,686(19,171)(62,493)122

39,369660,260

The most significant changes in Non-controlling Interests at December 31, 2023, related to:Changes in the consolidation scope: Business combination of Edscha Aditya Automotive Systems Private Ltd. amounting to
1,769 thousand euros (Note 3).
Capital increases: The most significant capital increase is the one carried out by Gestamp Holding México, S.L. in
December 2023, fully subscribed by Gestamp Servicios, S.A. and Mitsui & Co. Ltd., for
175,959 thousand euros in total.

71

Distribution of dividends by companies:
 Edscha Aapico Automotive Co. Ltd.
 Beyçelik Gestamp Otomotive Sanayi, A.S. and Beyçelik Gestamp Teknoloji Kalip Sanayi, A.S.
 Jui Li Edscha Hainan Industry Enterprise Co, Ltd. and Jui Li Edscha Body System Co. Ltd.
 Gestamp Auto Components Beijing Co. Ltd.
 Distribution of dividends by the companies Gescrap S.L., Gescrap Desarrollo, S.L., Industrial
Steel Recycling L.L.C., Lusoscrap Lda., Gescrap France, S.A.R.L., Gescrap Autometal Comerciode Sucatas S.A., Gescrap Autometal México, S.A. de C.V., Gescrap Autometal México Servicios,
S.A. de C.V. and Soluciones de Gestión de Residuos Mexicana S.A. de C.V. Furthermore,
Sideacero S.L. distributes a dividend charged to voluntary reserves in the amount of
10,000 thousand euros, of which the amount corresponding to the Parent Company amounts
to 3,334 thousand euros (Note 17).
Increase in non-controlling interest (control over the company previously): Acquisition of 17.50% of the share capital of Mursolar 21, S.L. through a purchase contract for
40,980 thousand euros (Note 2.b)).
 Acquisition by means of purchase agreement for 30% of the share capital of Gestamp Holding
Argentina, S.L. by the Parent, resulting in a decrease in non-controlling interests of
18,274 thousand euros (Note 2.b).
 Acquisition of purchase agreement for 45% of the share capital of Shanghai Edscha Machinery
Co. Ltd, by its subsidiary Anhui Edscha Automotive Parts, Co. Ltda. resulting in a decrease inminority interests of 3,689 thousand euros (Note 2.b)).
 Acquisition by means of a purchase agreement of 50% of the share capital of Tuyauto Gestamp
Morocco, S.A. by the subsidiary Gestamp Palencia, S.A., resulting in a positive movement ofminority interests of 450 thousand euros (Note 2.b)).
Thousands of euros

Company

Gestamp Holding Rusia, S.L./Todlem, S.L./ Gestamp Severstal
Vsevolozhsk Llc./ Gestamp Severstal Kaluga, Llc.
Gestamp Auto Components (Kunshan) Co., Ltd/Gestamp Holding
China, AB
Shanghai Edscha Machinery Co., Ltd./Edscha Automotive
Components (Shanghai) Co. Ltd.
Edscha Pha, Ltd./Edscha Pha Automotive Components (Kunshan)
Co. Ltd.

Changes inscope ofconsolidation

31-12-2021

17,527

Translationdifferences

Acquisition of nonProfit (loss) for
controlling interests (withOther movements
previous control over thethe yearcompany)

Dividends
paid

-

6,255

34,107

-

6,637

-

829

(14,875)

31-12-2022-(8,449)1,287(3,979)-(30,139)

11

-

-

(17)

-

-

600

(2,390)

4,830

158

4,847

24,148558

1,337
33,255

19,168

-

(25)

-

-

Edscha Aapico Automotive Co. Ltd.

1,193

-

124

(538)

-

Gestamp Brasil Industria Autopeças, S.A./Gestamp Sorocaba
Industria de Autopecas Ltd.

21,882

-

3,561

-

-

49

7,763

(539)

-

2,031

-

-

224

(2,264)(548)

G. Holding México, S.L. and Mexican companies

125,192-

7,978(1,425)

-

(538)

3,077

134,284

G. North America, INC and North American companies

47,922

-

5,875

-

-

2,528

(16,092)

40,23339,063

-

(744)

-

-

(201)

3,964

42,08240,889-19,232(2,620)-(2,399)30,76385,865

G. Holding Argentina, S.L. and Argentinian companies

Mursolar 21, S.L./Gestamp A. Shenyang, Co. Ltd./Gestamp A.
Dongguan, Co. Ltd.
Beyçelik Gestamp Otomotive Sanayi, A.S. / Çelik Form Gestamp
Otomotive, A.S./ Beyçelik Gestamp Teknoloji ve Kalip Sanayi,
A.S./Gestamp Beycelik Romanía, S.R.L./Beyçelik Gestamp Sasi
Otomotive Sanayi, A.S.
Gestamp Automotive India Private Ltd.

46,704-(2,696)

-

-

(2)

6,525

50,531

Jui Li Edscha Body S ystem Co. Ltd./Jui Li Edscha Hainan Industry
Enterprise Co. Ltd/ Jui Li Edscha Holding Co. Ltd.

3,250

-

(153)

(491)

-

(115)

1,532

4,023

-

1,621

Tuyauto Gestamp Morocco, S.A.

756

-

(83)

Gestamp Etem Automotive Bulgaria, S.A.

5,781

-

(6)

G. Auto Components (Tianjin) Co. Ltd./G. Auto Components Beijing
Co. Ltd./G. New Energy vehicle C. Beijing Co. Ltd.

58,144-(1,766)-

129,300

-

-

-

-

-

129,300

467,676

129,300

35,587(5,074)(38,588)

2,120

41,776

632,797

Sideacero and Gescrap and Reimasa companies
Total

72

-

-

143

805

-

35

727

6,537

-

798

16,83674,012

The most significant changes in Non-controlling Interests at December 31, 2022, related to:Changes in the consolidation scope: Business combinations of the Sideacero Subgroup amounting to 129,300 thousand euros(Note 3).
Dividends distribution:
 Distribution of dividends by Edscha Aapico Automotive Co. Ltd., on May 25, 2022.
 Dividends paid by Beyçelik Gestamp Kalip, A.S. on March 25, 2022.
 Dividends paid by Gestamp Holding México, S.L. on December 23, 2022.
 Dividends paid by Jui Li Edscha Body System Co. Ltd., in the third quarter of the year.
Increase in non-controlling interest (control over the company previously): Partial divestment by COFIDES, S.A. S.M.E. for the amount of 38,588 thousand euros (Note 2.b).
The most significant non-controlling interest mentioned in this note has protecting rights mainly
related to significant decisions on divestments of fixed assets, company restructuring, granting ofguarantees, distribution of dividends and changes in articles of association. These protecting rights do
not significantly restrict the Group capacity to access to or to use their assets as well as to liquidate
their liabilities.
The financial information of the subsidiaries that have significant non-controlling interests is shown in
the following table, which was prepared as follows:Taking as a base the individual financial statements of each subgroup, except for the United States,
Argentina, Mexico and Brazil, for which the consolidated financial statements were taken.
These financial statements are presented in line with the Group's criteria.
They do not include inter-company eliminations performed in the consolidation of the Gestamp
Automoción Group.
The remaining consolidation adjustments performed in the consolidation of the Gestamp
Automoción Group are presented in an additional line.

73Condensed Income Statement for December 31, 2023 and December 31, 2022:
2023
USA
Subgroup

Item
Operating income
Operating expense
Operating profit
Financial profit
Exchange gain (losses)
Impairment and otherProfit before taxes
Income tax expense
Profit for the year from discontinued operations net of taxes
Non-controlling interest
Profit attributable to parent company

1,852,148(1,925,522)(73,374)(51,573)(2,207)(127,154)
54,579(72,575)
30.00%(21,773)(6,078)(27,851)(27,851)

Gain (Loss) attributable to non-controlling interest
Consolidation adjustments
Non-controlling interest profit
Other subgroup non-controlling interest
Onther non-significative non-controlling interest
Total profit (loss) attributable to non-controlling interests

MexicoSubgroup619,163(581,366)
37,797(14,851)(19,117)
13,613
17,442(10,902)
6,540
30.00%
1,962(3,828)(1,866)(1,866)

Brazil Subgroup

Beyçelik Gestamp
Kalip, A.S Subgroup727,504(669,187)
58,317(22,840)
221
35
35,733(2,024)33,70930.00%
10,113
107
10,220
10,220671,602(599,084)
72,518(11,909)(34,117)
26,492(4,376)
22,11650.00%
11,058(8,678)
2,380
2,380

TodlemSubgroup
14,688(8,933)
5,755(848)(2,654)2,253
2,253
29.23%
659
718
1,377
1,377

G. Auto Comp. (Tianjin) Co.
GestampLtd./G. Auto Comp. Beijing Co.
Automotive India
Ltd./G. New Energy vehicle C.
Private Ltd.
Beijing Co. Ltd.
501,514105,047(451,798)(99,212)49,716
5,835
(442)
3,330
(213)
172
49,061
9,337(4,735)49,061
4,602
50.00%
49.00%
24,0402,301(3,581)
1,091
20,4593,392
20,4593,392

Total
4,491,666(4,335,102)
156,564(99,133)(57,915)
13,648
13,16432,54245,70628,360(20,249)
8,111
31,25839,3692022

Item
Operating income
Operating expense
Operating profit
Financial profit
Exchange gain (losses)
Impairment and otherProfit before taxes
Income tax expense
Profit for the year from discontinued operations net of taxes
Non-controlling interest
Profit attributable to parent company
Gain (Loss) attributable to non-controlling interest
Consolidation adjustments
Non-controlling interest profit
Other subgroup non-controlling interest
Onther non-significative non-controlling interest
Total profit (loss) attributable to non-controlling interests

USA
Subgroup
1,755,102(1,804,225)(49,123)(27,486)943(75,666)
32,262(43,404)
30.00%(13,021)(3,071)(16,092)(16,092)

Argentina
Subgroup
156,294(155,763)
531(4,700)(6,916)2,234(8,851)
2,002
485(6,364)30.00%(1,909)(355)(2,264)(2,264)

MexicoSubgroup553,910(523,266)
30,644(10,390)(7,040)
10,322
23,536(5,186)
18,35030.00%
5,505(2,428)
3,077
3,077

Brazil Subgroup

Beyçelik Gestamp
Kalip, A.S Subgroup679,992(614,053)
65,939(29,233)2(440)
36,268(10,681)
25,58730.00%
7,676
87
7,763
7,763

614,093(533,283)
80,810(85)(8,062)
72,663
72,66350.00%
36,332(5,569)30,76330,76374

Mursolar
Subgroup244,894(218,465)
26,4291,269(206)
27,492(751)
26,74117.50%
4,680
(716)
3,964
3,964

TodlemSubgroup
32,726(38,790)(6,064)(137)(9,987)(16,188)(16,188)29.23%(4,732)(10,143)(14,875)(14,875)

G. Auto Comp. (Tianjin) Co.
Ltd./G. Auto Comp. Beijing Co.
Ltd./G. New Energy vehicle C.
Beijing Co. Ltd.

Gestamp
Automotive India
Private Ltd.

475,798(433,263)
42,535(721)(1)
41,81341,81350.00%
20,488(3,652)
16,836
16,836

120,057(105,035)
15,022
2,247
25
17,294
17,29449.00%
8,647(2,122)
6,525
6,525

Total
4,632,866(4,426,143)
206,723(69,236)(31,242)
12,116
118,361
17,646
485
136,492
63,666(27,969)
35,697
6,079
41,776

Condensed Balance Sheet at December 31, 2023, and December 31, 2022:
2023
Beyçelik
BrazilGestamp Kalip,
Subgroup
A.S. Subgroup

G. Auto Comp. (Tianjin) Co.
Ltd./G. Auto Comp. Beijing
Co. Ltd./G. New Energy
vehicle C. Beijing Co. Ltd.

Gestamp
Automotive
India Private
Ltd.

Item

USA
Subgroup

MexicoSubgroup

Total non-current assets
Total current assets
Total non-current liabilities
Total current liabilities

1,576,840
328,935(304,583)(1,504,838)

344,664
535,372(134,255)(183,889)

291,773294,477(165,555)(222,266)

285,323
379,465(83,911)(418,296)

42,306
26,550(45,754)(24,472)

180,593
277,312(10,940)(266,070)

49,991
91,718(2,931)(28,807)(21,182)(75,172)
30.00%(28,906)
9,138(19,768)-(596,362)
34,47030.00%(168,568)(24,921)(193,489)-(237,339)
38,91030.00%(59,529)
13,525(46,004)-(245,915)
83,33450.00%(81,291)
3,398(77,893)-(56,726)
58,09629.23%
400
(22)
378
-

(189,202)8,307
49.00%(88,639)
3,703(84,936)-(126,845)
16,87450.00%(54,986)
3,652(51,334)-

EquityTranslation differences
Equity attributable to non-controlling interest
Consolidation adjustments
Non-controlling interest
Other not signitificative non-controlling interest
Total non-controlling interests

TodlemSubgroup

Total
2,771,490
1,933,829(747,929)(2,648,638)(1,473,571)
164,819(481,519)
8,473(473,046)(187,214)(660,260)

2022
Beyçelik
BrazilGestamp Kalip,
Subgroup
A.S. Subgroup

Mursolar
Subgroup

TodlemSubgroup

Item

USA
Subgroup

Argentina
Subgroup

MexicoSubgroup

Total non-current assets
Total current assets
Total non-current liabilities
Total current liabilities

1,473,398
381,036(298,274)(1,378,793)

67,20743,444(16,628)(82,775)

286,073364,514(139,390)(164,355)

274,764
255,973(54,048)(317,163)

231,743
384,187(72,999)(370,545)

110,978
178,179(3,884)(40,590)

59,035
18,492(20,589)(50,147)(135,462)(41,905)
30.00%(53,210)
12,977(40,233)-(58,474)
47,22630.00%(3,374)
3,922
548
-

(413,565)
66,72330.00%(104,054)(30,229)(134,283)-(206,067)
46,54130.00%(47,858)
14,603(33,255)-(229,649)
57,26350.00%(86,193)328(85,865)-(238,057)(6,626)17.50%(42,820)738(42,082)-(54,440)
47,64929.23%(1,985)698(1,287)-

EquityTranslation differences
Equity attributable to non-controlling interest
Consolidation adjustments
Non-controlling interest
Other not signitificative non-controlling interest
Total non-controlling interests

75

G. Auto Comp. (Tianjin) Co.
Ltd./G. Auto Comp. Beijing
Co. Ltd./G. New Energy
vehicle C. Beijing Co. Ltd.
162,396236,327(15,590)(231,669)(149,840)(1,624)49.00%(74,217)205(74,012)-

Gestamp
Automotive
India PrivateLtd.
44,33894,834(2,927)(21,784)(126,960)
12,49950.00%(57,231)6,700(50,531)-

Total
2,709,932
1,956,986(624,329)(2,657,821)(1,612,514)
227,746(470,942)
9,942(461,000)(171,797)(632,797)

Condensed Cash Flow Statement for December 31, 2023, and December 31, 2022:
2023

Item

Operating activities
Investing activities
Financing activities
Net increase (decrease) of cash or
cash equivalents

G. Auto Comp. (Tianjin) Co.
GestampLtd./G. Auto Comp. Beijing Co.
Automotive India
Ltd./G. New Energy vehicle C.
Private Ltd.
Beijing Co. Ltd.

USA
Subgroup

MexicoSubgroup

BrazilSubgroupBeyçelik
Gestamp Kalip,
A.S Subgroup78,850(174,432)
48,35816,148(56,250)
167,275

72,541(28,669)(26,756)

82,164(80,731)(4,773)(6,848)81,307(65,033)

86,896(84,485)
15,31030,762(20,428)(3,931)(47,224)

127,173

17,116(3,340)9,426

17,721

6,403

TodlemSubgroup2022
Item
Operating activities
Investing activities
Financing activities
Net increase (decrease) of cash or
cash equivalents

G. Auto Comp. (Tianjin) Co.
GestampLtd./G. Auto Comp. Beijing Co.
Automotive India
Ltd./G. New Energy vehicle C.
Private Ltd.
Beijing Co. Ltd.

USA
Subgroup

Argentina
Subgroup

MexicoSubgroup

BrazilSubgroupBeyçelik
Gestamp Kalip,
A.S Subgroup90,440(156,725)
20,29910,192(3,247)(13,639)

67,527(8,386)
5,253

152,748(26,511)(58,201)

67,521(84,439)
15,30345,712(78,569)(7,283)

9,185(1,580)(40,242)

68,271(56,912)
9,774

20,004(3,251)(1,557)(45,986)(6,694)64,394

68,036(1,615)(40,140)(32,637)

21,133

15,19676

Mursolar
Subgroup

TodlemSubgroup

Note 20. Deferred income
Deferred income includes grants related to assets obtained by Group subsidiaries, pending release to
the Consolidated Income Statement.
The variation in this heading at December 31, 2023, and December 31, 2022, was as follows:
Balance at December 31, 2021
Changes in scope of consolidation
Grants received during the financial year
Grants returned during the financial year
Grants released to income in the year (Note 26.b))Translation differences
Other movements
Balance at December 31, 2022
Changes in scope of consolidation
Grants received during the financial year
Grants returned during the financial year
Grants released to income in the year (Note 26.b))Translation differences
Other movements
Balance at December 31, 2023

Thousands of euros
34,841
98
6,752
(278)
(5,538)(229)
1435,66011
68,340(1,346)(7,673)(98)
42
94,936

The grants received in 2023 amounting to 68,340 thousand euros mainly derive from the granting of
public aid for Electric and Connected Vehicles received by Spanish companies.
The Group companies are able to meet all the requirements demanded by administrative resolutions
regarding the awarding of subsidies to qualify as non-reimbursable grants.
Note 21. Provisions and contingent liabilities
The detail for this item, at December 31, 2023, and December 31, 2022, was as follows:

Provisions
Uncertain tax position liabilities

Non-current
2023
2022
179,821
169,504
1,403
1,821
181,224
171,325

Thousands of euros
Current
2023
2022
19,14762,352
19,14762,352

Total
2023
198,968
1,403
200,3712022
231,856
1,821
233,677

Total
2023
91,089107,879
198,968

2022
123,710
108,146
231,856

Provisions
The breakdown of this heading during 2023 and 2022 was as follows:

Provision for employee compensation
Provision for other responsibilities

Non-current
2023
2022
89,48785,441
90,33484,063
179,821
169,504

77

Thousands of euros
Current
2023
2022
1,602
38,26917,54524,083
19,14762,352

The changes in this heading in 2023 and 2022 were as follows:

Balance at December 31, 2021
Changes in consolidation scope
Additions
Disposals
Translation differences
Other movements
Balance at December 31, 2022
Changes in consolidation scope
Additions
Disposals
Translation differences
Other movements
Balance at December 31, 2023

Provision for
Provision for other
employee
responsibilities
compensation
144,566
59,58764
7,340
26,35279,010(43,602)(42,303)736
286(4,406)
4,226
123,710
108,146
119
18,46327,961(54,847)(22,726)(501)(3,472)4,145(2,030)91,089107,879

Total
204,153
7,404
105,362(85,905)
1,022
(180)
231,856
119
46,424(77,573)(3,973)
2,115
198,968

Provision for employee compensation
According to the commitments undertaken, the Group has legal, contractual and implicit obligations
to staff of certain subsidiaries whose amount or maturity is uncertain.
This heading included a Long-Term Incentive Plan with a target compliance evaluation date of yearend 2022 and a settlement period of the first half of 2023.
The provision for long-term defined benefit plans is quantified considering the possible affected assets
according to the registration and valuation standards.
Changes in the consolidation scope in 2023 amounting to 119 thousand euros related to the changes
generated in the business combination of Gestamp Global de Matricería Subgroup (Note 3).
Changes in the consolidation scope in 2022 amounting to 64 thousand euros relate to the changes
generated in the business combination of Sideacero Subgroup (Note 3).
The increases in both 2023 and 2022 relate mainly to employee benefits such as length-of-service
bonuses and other long-service benefits.
Decreases in 2022 and 2023 mainly related to use of long-term employee provisions tied to the longterm incentive plan.
Provision for other responsibilities
This line item primarily reflects provisions recognised by certain Group companies to cover specificrisks arising from their day-to-day businesses and provisions for personnel restructuring.
Changes in the consolidation scope in 2022 amounting to 7,340 thousand euros relate to the changes
generated in the business combination of Sideacero Subgroup (Note 3).
The increases in 2023 and 2022 relate mainly to provisions for other trade and litigation. In addition,
given the situation of our plants in Russia, which have had no industrial activity since February 2022,
and with the ongoing uncertainty regarding operations in that country, as well as the fact that we areawaiting a position to be taken by our main customers, whom we have to support on a global basis,78

a provision of 20.0 million euro was made at December 31, 2022, to cover potential risks arising fromthis situation, as well as an additional asset depreciation charge of 16.6 million euros to be maintainedat December 31, 2023, which has increased by 4.1 million euros in 2023 (Note 11).
The decreases in 2023 and 2022 relate mainly to hedges of risks arising from the companies' own
activities and to other litigation.
The Group's directors consider that provisions registered in the Consolidated Balance Sheet duly cover
the risks for litigations, arbitration and other contingencies, and no additional related liabilities are
expected.
Liabilities from uncertain tax positions
The changes in this heading during 2023 and 2022 are as follows:
Ucertain tax
position liabilities
Balance at December 31, 2021
Additions
Disposals
Translation differences
Other movements
Balance at December 31, 2022
Additions
Disposals
Translation differences
Other movements
Balance at December 31, 2023

6,393
37
(4,609)
1,821
(418)
1,403

The Group basically books the estimated amount of tax debts related to tax assessments commenced
by the tax authorities and currently appealed against before the courts and others whose exact amountor payment date is uncertain.
At December 31, 2023, and December 31, 2022, the Group has no other significant contingent liabilities
in addition to those included above.
Note 22. Provision for employee compensation
The detail of the amounts recognised as provisions for remuneration to employees was as follows:
Item
Employee benefits
Post-employment benefits
Defined benefit plans
Total (Note 21)a)b)Non-current
2022
2023
12,36013,87877,12789,48771,56385,441

Current
2023
2022
1,602
38,2691,602

38,269

Total
2023
2022
13,962
52,147
77,12791,08971,563
123,710a) Employee remuneration
The amount recognised as remuneration to employees includes the amounts provisioned by certain Group
companies for long-service bonuses and other benefits for remaining at the company (anniversaries,
retirement, medals, etc.), as well as the long-term incentive plan liquidated in 2023 (note 21).

79b) Defined benefit remuneration
The Group has defined benefit pension plans. The main pension plans relate to various companies
located in Germany and France. These plans include plans partially financed by an investment fundand plans not financed through the fund.
The risks associated with the different defined benefit plans are those inherent to the pension plansthat are not financed by an external fund without recourse to the employer. Furthermore, other risks
associated with defined benefit plans common both to the plans partially financed and to theunfinanced plans, are of a demographic nature, such as the mortality and longevity of the employees
included in the plan, and those of a financial nature, such as pension increase rates based on inflation.
The balance recognised at December 31, 2023, and December 31, 2022, corresponding to those plans,
broken down by country, was as follows:
Thousand of euros
Germany
71,471(4,242)
67,229Item
Present value of the defined benefit obligation
Fair value of plan assets and reimbursement rights
Value of defined benefit obligation at December 31, 2023

France10,445
(547)
9,898

Total
81,916(4,789)77,127

Thousand of euros
Germany
66,429(3,922)62,507

Item
Present value of the defined benefit obligation
Fair value of plan assets and reimbursement rights
Value of defined benefit obligation at December 31, 2022

80

France
9,944
(888)
9,056

Total
76,373(4,810)71,563

The changes in the current value of the defined benefit liabilities are as follows:

Present value of the defined benefit obligation at December 31, 2021
Current service cost year 2022
Gains and losses arising from settlements
Interest income or expense
Pension cost charged to profit and loss at 2022
Payments from the plan except any settlements
Payments from plan settlements
Actuarial gains and losses arising from changes in demographic assumptions
Actuarial gains and losses arising from changes in financial assumptions
Actuarial gains and losses attributable to non-controlling interests
Tax effectRemeasurements of the net defined benefit liability
Effect of disposals
Other effects
Present value of the defined benefit obligation at December 31, 2022
Current service cost year 2023
Gains and losses arising from settlements
Interest income or expense
Pension cost charged to profit and loss at 2023
Payments from the plan except any settlements
Payments from plan settlements
Actuarial gains and losses arising from changes in demographic assumptions
Actuarial gains and losses arising from changes in financial assumptions
Actuarial gains and losses attributable to non-controlling interests
Tax effectRemeasurements of the net defined benefit liability
Effect of disposals
Other effects
Present value of the defined benefit obligation at December 31, 2023

Thousand of euros
FranceGermany
88,215
9,287
2,562
606
858
49
3,420
655
(2,236)(327)
29(23,045)(202)(23,045)
(173)
75
502
66,429
9,944
1,582
537
124
2,266
317
3,848
978
(2,720)
(368)
3,114
-

(109)
10,445

Total
97,502
3,168
907
4,075
(2,563)
29(23,247)(23,218) (*)
577
76,373
2,119
124
2,583
4,826
(3,088)3,114
3,114 (**)
(109)
800
81,916

Thousand of euros
France
859
4
4
(358)
(609)
383
(609)
383
3,922
888
145
27
145
27
(368)
175
175
4,242
547

Total
5,346
48
48
(358)
(226)
(226) (*)
4,810
172
172
(368)
175
175 (**)
4,789

3,114
800
71,471

The changes in the fair value of the assets used in the plan are as follows:

Fair value of plan assets and reimbursement rights at December 31, 2021
Interest income or expense
Pension cost charged to profit and loss at 2022
Payments from the plan except any settlements
Return on plans assets, excluding amounts included in interest
Actuarial gains and losses arising from changes in demographic assumptions
Actuarial gains and losses attributable to non-controlling interests
Remeasurements of the net defined benefit liability
Contributions to the plan by the employer
Fair value of plan assets and reimbursement rights at December 31, 2022
Interest income or expense
Pension cost charged to profit and loss at 2023
Payments from the plan except any settlements
Return on plans assets, excluding amounts included in interest
Actuarial gains and losses arising from changes in financial assumptions
Actuarial gains and losses attributable to non-controlling interests
Remeasurements of the net defined benefit liability
Other effects
Fair value of plan assets and reimbursement rights at December 31, 2023

Germany
4,487
44
44

(**) The amount recognised as actuarial gains and losses at December 31, 2023, included as a reduction in the Statement of
Changes in Equity, amounted to 2,939 thousand euros (-3,114 thousand euros corresponding to the change in value of thedefined benefit liabilities and 175 thousand euros corresponding to the change in value of the assets used in the plan).
(*) The amount recognised as actuarial gains and losses at December 31, 2022, included as an increase in the Statement of
Changes in Equity, amounted to 22,994 thousand euros (23,218 thousand euros corresponding to the change in value of thedefined benefit liabilities and -226 thousand euros corresponding to the change in value of the assets used in the plan).

81

The breakdown of the expense recognised in the Consolidated Income Statement, relating to theseplans, is as follows:
Germany2022

Thousand of euros
France
2023
2022

2023

Total

Item

2023

Current services cost
Gains and losses arising from settlements
Net interest on the net defined benefit liability (asset)

1,582
2,121

2,562
664

537
124
290

606
45

2,119
124
2,411

3,168
709

2022

Net expense for defined benefit plans recognised in profit or loss

3,703

3,226

951

651

4,654

3,877

The main asset categories used in the plan and their fair value are as follows:
Thousand of euros
Germany
France
2023
2022
2023
2022

Item
Investments quoted in active markets
Mixed investment funds in Europe

4,242
4,242

3,922
3,922

547
547

888
888

The main assumptions used to determine the defined benefit obligation are as follows:

Item
Discount rate
Expected rate of return on any plan assets
Future salary increases rate
Future pension increases rate
Inflation rate2023
3.2%-4.0%
3.2%
3.0%
2%-2.25%
2.0%

Mortality table

Rates of employee turnover, disability and early retirement

Germany2022
3,5%-3,7%
3.7%
3.0%
2%-2.25%
2.0%

2023
3.3%
3.0%
3.8%
2.0%
2.0%

France

2022
3.5%
0.5%
3.8%
2.0%
2.0%

RT 2018 G Dr. Klaus RT 2018 G Dr. Klaus
Heubeck
Heubeck

INSEE F 2016-2018

INSEE F 2008-2010

Aon Hewitt
Aon Hewitt
Standard tables,
Standard tables,
RT 2018 G Dr. Klaus RT 2018 G Dr. Klaus
Heubeck,
Heubeck,
63
63

1.9%

1.9%

Proportion of plan members with dependants who will be eligible for benefits

100.0%

100.0%--

Percentage of taxes payable by the plan on contributions relating to service
before the reporting date or on benefits resulting from that service

2.0%

2.0%

2.0%

2.0%

The sensitivity analyses of the value of the obligation for defined benefits faced with changes in themain assumptions at December 31, 2023, and December 31, 2022, are as follows:

Assumptions
Discount rate
Increase
Decrease
Future pension increases rate
Increase
Decrease
Future salary increases rate
Increase
Decrease
Mortality rate
Decrease

Germany
Increase
Decrease

Sensitivity
0.5%
0.5%

2023

FranceIncrease
Decrease

4,051
3,740

0.5%
0.5%

1,727

0.5%
0.5%

19

1 year

1,038

1,569

17

82

535
581
576

536

Assumptions
Discount rate
Increase
Decrease
Increase
Decrease
Future pension increases rate
Increase
Decrease
Increase
Decrease
Future salary increases rate
Increase
Decrease
Mortality rate
Decrease

Germany
Increase
Decrease

Sensitivity
0.5%
0.5%
0.4%
0.4%

2022

FranceIncrease
Decrease

3,491

3,758

489

53

0.5%
0.5%
0.25%
0.25%

1,727

0.5%
0.5%

19

1 year

993

1,479

523

488

17

The future expected payments for contributions to the defined benefit pensions plans at December
31, 2023, and December 31, 2022, are as follows:
Thousand of euros

2023
Within the next 12 months
Between 2 and 5 years
Beyond 5 years
Total

Germany
1,871
18,99342,327
63,191

Total
1,921
20,12473,461
95,506

France50
1,131
31,13432,3152022

Germany
1,982
17,91941,19961,100France123
2,209
26,33028,662

Total
2,105
20,12867,52989,762

Note 23. Borrowed funds
The breakdown of the Group's debt at December 31, 2023, and December 31, 2022, classified by item,
is as follows:
Thousands of euros
Non current

a)
b)
c)

d)

Item
Interest-bearing loans, borrowings and debt issues
Derivative financial instruments
Other financial liabilities
Leases liabilities
Borrowings from related parties
Other borrowings
Other liabilities
Total

a.1)
b.1)
c.1)
c.2)
c.3)
d)

2023

2022

2,257,933
60,576436,713368,665
16,40451,644
4,774
2,759,996

2,252,035
11,447429,067
395,525
17,92915,613
13,7482,706,297

Current

a.2)
b.1)
c.1)
c.2)
c.3)
d)

2023

2022

311,900
2,754
377,904
79,2602,527
296,117
202,628
895,186

576,918
686,936
87,109111,107
488,720
197,627
1,461,481

The changes in liabilities related to financing activities, as shown in a) and c) and in derivative financial
instruments in b) of the table above, are detailed as follows:83Thousand of euros
Foreign exchange Changes in
Cash flow
effectfair value(285,340)(43,188)(34,335)(374)(110,006)(172,113)
3,201(601,794)(40,361)-2022
Interest-bearing loans, borrowings and debt issues
Finance lease
Borrowings from related parties
Other borrowings
Gross Financial Debt (Note 4.6)

2,828,953
482,634
129,036504,333
3,944,956

Derivative financial instruments
TOTAL

TOTAL

2,569,833
447,925
18,931
347,761
3,384,450

11,447--51,883-

63,330(601,794)(40,361)

51,88381,6493,447,780

Thousand of euros
Foreign exchange Changes in
effectfair value(1,987)
3,074
36,938
(555)
1,247
6,102
68,428104,626
8,621-

Cash flow

2,835,606
446,251
129,015
400,810
3,811,682

Derivative financial instruments

2023

69,408(99)
12,34081,6493,956,403

2021
Interest-bearing loans, borrowings and debt issues
Finance lease
Borrowings from related parties
Other borrowings
Gross Financial Debt (Note 4.6)

OthersOthers2022(7,740)(7,328)35,09520,0272,828,953
482,634
129,036504,333
3,944,956

22,799--(11,352)-

11,447

3,834,481

104,626

8,621(11,352)

20,027

3,956,403a) Interest-bearing loans, borrowing and debt issuesa.1) Non-current Bank borrowings and long-term debt securities
The breakdown, by segment and maturity date, of non-current bank borrowings and debt securities is
as follows:
Thousands of euros
2023
Description

2025

2026

2027

2028

2022
Beyond

Total

Total

In EuroWestern Europe
Eastern Europe
In foreign currency
Brazilian real
Mercosur
Mexican Peso
Mercosur
US Dollar
Western Europe
Mercosur
Turkish liraEastern Europe
Remimbi yuan
Asia
Romanian leu
Eastern Europe
Japanese Yen
Asia

90,94975,94415,00523,661

573,292
563,292
10,00011,436921,224914,224
7,000-

607,343
605,421
1,922
24,483

2,733
2,733
2,812

2,195,541
2,161,614
33,92762,392

2,043,225
2,015,201
28,024
208,810

953

524

-

-

-

1,477

330

-

-

-

-

-

-

863

1,783
9,113

8,911

-

-

-

1,783
18,024

165,195
24,183

2,382

727

-

-

-

3,109

5,172

9,430

1,274

-

-

-

10,704

9,507

-

-

-

-

-

-

-

-

-

-

24,483

2,812

27,295

3,560

Total

114,610584,728

921,224

631,826

5,545

2,257,933

2,252,035

At December 31, 2023, the Group has bilateral credit lines maturing in more than 12 months witha limit of 147,500 thousand euros, which are drawn down by 57,246 thousand euros and recognised
under this heading (96,300 thousand euros at December 31, 2022, which were drawn down by84

4,871 thousand euros). The interest rate on these policies at December 31, 2023, ranged between
4.65% and 5.90%, while at December 31, 2022, it ranged between 1.60% and 3.60%.
The detail of the maturities relating to the balances at December 31, 2022 is as follows:
Thousands of euros
2022
2026
2027

2024

2025

340,905

1,038,244

534,830

318,889

BeyondTotal

19,1672,252,035

The breakdown, by segment and maturity date, of non-current bank borrowings and debt securities atnominal value is as follows:
Thousands of euros
2023
Descripción

2025

2026

2027

2028

2022
Beyond

Total

Total

In EuroWestern Europe
Eastern Europe
In foreign currency
Brazilian real
Mercosur
Mexican Peso
Mercosur
US dollar
Western Europe
Mercosur
Turkish liraEastern Europe
Remimbi yuan
Asia
Romanian leu
Eastern Europe
Japanese Yen
Asia

174,643
157,362
17,281
27,987646,344635,017
11,327
11,955985,136
977,3427,794
123620,285
617,958
2,327
24,622

2,733
2,733
2,812

2,429,141
2,390,412
38,72967,4992,057,783
2,029,759
28,024
208,810

988

524

-

-

-

1,512

330

-

-

-

-

-

-

863

1,783
9,843

9,124

-

-

-

1,783
18,967

165,195
24,183

5,759

922

-

-

-

6,681

5,172

9,545

1,286

-

-

-

10,831

9,507

-

-

-

-

-

-

-

69

99

123

24,622

2,812

27,725

3,560

Total

202,630

658,299

985,259

644,907

5,545

2,496,640

2,266,593

The detail of the maturities relating to the balances, at nominal value, at December 31, 2022, is asfollows:

2024

2025

348,208

1,041,056

Thousand of euros
2022
2026
2027

BeyondTotal

534,914

19,1672,266,593

323,248

The guarantees granted are personal guarantees of the borrower and were granted by a group of
subsidiary companies (Appendix III).
At December 31, 2023 or 2022, there were no items of property, plant, and equipment set aside tosecure bank loans.
In addition, there are security interests that are detailed in the description of the individualtransactions included in this Note.

85

The annual nominal interest rate on interest-bearing loans at December 31, 2023, is as follows:Interest rate
4.90% - 5.90%
3.50% - 6.90%
4.60%

Loans denominated in euros:
Loans denominated in Brazilian reals*
Loans denominated in US dollars* The lower level of the range corresponds to loans received by BNDES with a subsidised interest rate.
The annual nominal interest rate on interest-bearing loans at December 31, 2022, is as follows:Interest rate
3.00% - 4.30%
3.50% - 9.20%
4.60% - 6.30%

Loans denominated in euros:
Loans denominated in Brazilian reals*
Loans denominated in US dollars* The lower level of the range corresponds to loans received by BNDES with a subsidised interest rate.
The security interests existing in the financial transactions included under this heading are detailed in
section a.3) of this note, except for the 2013 Syndicated Loan which, due to its singularity, is dealt withbelow in a separate section.
Syndicated loan 2013 (modified in future years)
On May 20, 2016, the Parent Company signed an agreement modifying the original syndicated loan
agreement signed on April 19, 2013, modifying both the principal, whose original amount was
532 million euros, (Tranche A1), increasing it by 340 million euros (Tranche A2), and certain conditionsof such loan.
Also, a tranche of a Revolving Credit Facility exists, amounting to 325 million euros, which had not beendrawn down at December 31, 2022.
After the required analysis, this operation was considered as a refinancing of the syndicated loan since
there was no substantial modification of the debt.
On July 25, 2017, the Parent Company signed a new agreement to modify the original syndicated loan
agreement signed in April 2013. This agreement implies changes in interest rates and payment dates.
The maturity date for the contract was July 15, 2022.
The Group adopted IFRS 9 Financial Instruments for the first time in 2018. The accounting treatment
adopted by IFRS 9 for restructurings requires adjusting the debt balance to the sum of the adjusted
cash flows discounted to the original effective interest rate. This rate, once adjusted using the possible
restructuring fees, must be used for subsequent periods.
The impact of the adoption of IFRS 9 at January 1, 2018, for the syndicated loan is as follows:86Thousands ofeuros
Liabilities
Interest-bearing loans and borrowings and debt issues
Deferred tax liabilities
Total liabilities(54,064)
12,976(41,088)

Net positive impact on equity

41,088On May 11, 2018, the Parent Company signed a new agreement to modify the original syndicated loan
agreement signed in April 2013. This agreement implies changes in clauses of the agreement, without
altering economic terms, maturities, drawdowns and allowing interim dividend distribution.
On February 25, 2019, the Parent Company signed a new agreement to modify the syndicated loan
agreement modifying the maturity dates. Maturities initially set at 2020 and 2021 were postponed toApril 30, 2023, amounting to 324 million euros. The first Tranche (Tranche A1) relates to the initialtransaction while the second (Tranche A2) results from the extension made in 2016; accordingly, each
one was treated separately given that the initial IRR of each transaction is different. The effect at
December 31, 2019, recognised for said restructuring transaction was a positive financial result of
13,289 thousand euros, whose tax effect amounted to 3,189 thousand euros.
On January 23, 2020, the Parent Company signed a new agreement to amend the syndicated loan
agreement, modifying the repayment dates so that the new maturity of the entire nominal amount is
April 30, 2023. The effect at December 31, 2020, of this restructuring operation was a positive financial
result of 8,293 thousand euros, with a tax effect of 1,990 thousand euros.
Also, Tranche A3 was arranged amounting to 172 million US dollars, arising from the extension of thenominal amount by 61 million US dollars and the conversion of the limits of Tranche A1 arranged ineuros, amounting to 111 million US dollars. The maturity dates of this new tranche are the same as
those established for tranches A1 and A2.
Also, Tranche A4 was arranged, in the amount of 25 million euros, arising from the extension of thenotional amount for that sum. The maturity dates of this new tranche are the same as thoseestablished for the previous tranches.
Also, this agreement to modify the syndicated loan agreement granted the Parent the option to extend
the maturity date to January 23, 2025 of all the tranches of this financing, eliminating the repayment
set for 2023, although it set as a requirement for such extension the total or partial redemption of thehigh yield bond issued in May 2016 before September 30, 2021; if it was not cancelled in full or was
only cancelled partially before said date, the maturity date would be April 30, 2023 for the proportionalpart equivalent to the uncancelled part of the 2016 bond.
On May 25, 2021, the Parent Company executed the repurchase of the Bond issued in May 2016, andthus, the automatic free extension of certain maturity dates of the syndicated loan from April 30, 2023,
to January 23, 2025. The effect at December 31, 2021, of this restructuring operation under IFRS 9 was
finance income of 25,922 thousand euros, with a tax effect of 6,221 thousand euros.
On May 22, 2023, the Parent cancelled the 2013 Syndicated Loan, the final maturity of which was
January 2025, as described in the previous paragraph.

87

The amount accrued under Finance costs at December 31, 2023, as a result of application of thestandard and the subsequent increase in Bank borrowings, including the effect arising from thecancellation of the loan itself, amounted to 17,949 thousand euros (19,125 thousand euros at
December 31, 2022), with the corresponding reversal of the Deferred tax liability of 4,308 thousand
euros (4,590 thousand euros at December 31, 2022).
Syndicated loan 2023
On May 8, 2023, the Parent signed a syndicated loan with a group of banks in the amount of 1,700 million
euros, divided into a Tranche A (loan) in the amount of 1,200 million euros, which was fully drawn down
on May 22, 2023 and is therefore fully disbursed at December 31, 2023; and a revolving credit facility inthe amount of 500 million euros, which is not drawn down at December 31, 2023.
The funds received from the drawdown of Tranche A were fully used for the early repayment of theSyndicated Loan 2013 as well as for the early repayment of several bilateral financing transactions.
Tranche A has a term of five years, with 50% of the nominal amount maturing on May 8, 2027, and theremainder in a final maturity on May 8, 2028. The revolving credit facility has a final maturity on May 8,
2028.
The Parent Company must accomplish certain financial obligations related to Consolidated Financial
Statements over the life of the loan. These obligations are as follows: The "Net debt/EBITDA" shall be below or equal to 3.75x
 the "EBITDA/Financial expense" shall be above 3.00
The calculation of these financial ratios is to be carried out exclusively on the basis of the quarterly
Consolidated Financial Statements for each financial year.
Failure to comply with these ratios would be grounds for early repayment of the loan at the requestof the banking syndicate. A period of 20 working days exists to remedy the breach of these financial
obligations. At December 31, 2023, the ratios were within the above limits. Thus, the EBITDA/Financial
Expenses ratio at December 31, 2023, is 6.95, while the Net Financial Debt/EBITDA ratio is 1.47. Ratios
must be calculated in accordance with the accounting rules in force at any given time.
In addition, there is a limitation on the distribution of dividends, which may not exceed 50% of theconsolidated profit for the year.
The outstanding amount of this syndicated loan at December 31, 2023, is registered as long-term for
1,185 million euros.
Certain Group companies, which together represent a significant portion of total consolidated assets,revenue and consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies
is provided in Appendix III.
Also, a pledge was arranged on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia,
S.A., Gestamp Vigo, S.A. Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.

88

Bond issue of April 2018
In April 2018, the Group completed an issuance of senior bonds guaranteed through the Parent
Company for a total aggregate amount of 400 million euros with an annual coupon of 3.25% and an
IRR of 3.375%.
These bonds have an original maturity of April 30, 2026, and interest payable semi-annually(in November and May).
The amortised cost of the bond issued in April 2018, at December 31, 2023, amounts to 397 million
euros (December 31, 2022: 396 million euros).
Certain Group companies, which together represent a significant portion of total consolidated assets,revenue and consolidated EBITDA, act as joint guarantors of the bond. The detail of these companies
is provided in Appendix III.
Also, a pledge exists on the shares of the subsidiaries Gestamp Metalbages, S.A., Gestamp Bizkaia, S.A.,
Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A. and Gestamp Toledo, S.A.
Schuldschein Bond Issue October 2019
On November 11, 2019, the Parent Company completed an issue of "Schuldschein" bonds amounting
to 176 million euros and 10 million US dollars.
During the years 2020 and 2021, 39 million euros and 54 million euros were repaid early, respectively.
The breakdown as at December 31, 2023 of the various outstanding tranches is as follows:
NominalCurrency

58,000,000.00 Euro
25,000,000.00 Euro

Issue date

Interest Rate

October 28, 2019
Euribor 6M+240bps
November 11, 2019 Euribor 6M+240bps

Interest
PeriodSemi-annualSemi-annual

Maturity
April 28, 2026
April 28, 2026

The Parent Company must comply with certain financial obligations exclusively at the end of each year
in which this bond is in force, calculated on the basis of the Consolidated Financial Statements. Theseobligations are as follows: "EBITDA/Financial Expense" equal to or above 4.00.
 "Net Financial Debt/EBITDA" equal to or below 3.50
Failure to comply with these ratios would be grounds for early repayment of the loan at the requestof the banking syndicate. A period of 20 working days exists to remedy the breach of these financial
obligations. Both at December 31, 2023, and at December 31, 2022, these ratios were within the limits
mentioned above, so the EBITDA/Financial expense ratio at December 31, 2023 was 8.29 (10.69 at
December 31, 2022), while the Net Financial Debt/EBITDA ratio was December 31, 2023 was 1.30
(1.54 at December 31, 2022). These financial ratios must be calculated excluding the impact of changes
in accounting regulations after December 31, 2018.
The outstanding amount at December 31, 2023, and December 31, 2022 of the Schuldchein bond
granted to the Parent Company is recognised at long term amounting to 83 million euros.

89

Certain Group companies, which together represent a significant portion of total consolidated assets,revenue and Consolidated EBITDA, act as joint guarantors of this loan. The detail of these companies
is provided in Appendix III.

90a.2) Current interest-bearing loans, borrowings and debt issues
The breakdown by currency and segment of current interest-bearing loans and borrowings is as follows:

Description

Credit facilities
Drawn down (a)
2023

2022

Thousands of euros
Loans (b)

Limit

2023

2022

2023

2022

Accrued interest (c)Discounted bills andFactoring (d)(a)+(b)+(c)+(d)
TOTAL
TOTAL

2023

2023

2023

2022

192,785
153,436
39,349119,115
1,475
9,590
48,957
39,111
16

307,746
298,5178,608
621
269,172
112,978
12,801
48,540

2,445
261
978
335

3

2022

2022

In EuroWestern Europe
Eastern Europe
Asia
In foreign currencies
US dollar
Western Europe
MercosurNorth America
Turkish liraEastern Europe
Polish Zloty
Eastern Europe
Argentine peso
Mercosur
Mexican peso
MercosurBrazilian real
Mercosur
Indian Rupee
Asia
Remimbi Yuan
Asia
Romanian Leu
Eastern Europe
Japanese yen
Asia

41,90637,906
4,000
2,067

6,528
5,906
1
621
2,739

334,906
328,506
6,400
56,663354,430
352,432
998
1,000
27,716

144,338
110,092
34,246
115,958

296,044
287,947
8,097
263,674

6,541
5,438
1,103
1,090

5,146
4,636
510
1,120

-

28
28
1,639

1,475
16

2,284
155

23,950
1,842

2,756
1,708

9,590
48,41739,064-

110,694
12,801
48,20242,643
-

540
47
-

338
94
-

-

-

261
315
-

300
-

2,445
493
20
15,929-3,525
21,594
24,215

485
10
8

-

1,639
-

-

23,252
-

3
664
4
17

-

30,871
-

-

-

-

Total

43,973

9,267

391,569

382,146

260,296559,718

7,631

6,266

-

1,667

91

42,737
155

4,189
1,943

15,93921,611--

8

24,215

311,900

576,918

The breakdown by currency and segment of current interest-bearing loans and borrowings, at nominal value, is as follows:

Description

Credit facilities
Drawn down (a)
2023

2022

Thousands of euros
Loans (b)

Limit

2023

2022

2023

2022

Accrued interest (c)Discounted bills andFactoring (d)(a)+(b)+(c)+(d)
TOTAL
TOTAL

2023

2023

2023

2022

192,785
153,436
39,349119,115
1,475
9,590
48,957
39,111

318,099
308,8708,608
621
269,172
112,978
12,801
48,540

16

155

2022

2022

In EuroWestern Europe
Eastern Europe
Asia
In foreign currency
US dollar
Western Europe
MercosurNorth America
Turkish liraEastern Europe
Polish Zloty
Eastern Europe
Argentine peso
Mercosur
Mexican peso
MercosurBrazilian real
Mercosur
Indian rupee
Asia
Remimbi yuan
Asia
Romanian leu
Eastern Europe
Japanese yen
Asia

41,90637,906
4,000
2,067

6,528
5,906
1
621
2,739

334,906
328,506
6,400
56,663354,430
352,432
998
1,000
27,716

144,338
110,092
34,246
115,958

306,397
298,300
8,097
263,674

6,541
5,438
1,103
1,090

5,146
4,636
510
1,120

-

28
28
1,639

1,475
16

2,284
155

23,950
1,842

2,756
1,708

9,590
48,41739,064-

110,694
12,801
48,20242,643
-

540
47
-

338
94
-

-

-

261
315

300

30,871

23,252

2,445
493
20

3,525
-

485
-

3
664
4

-

1,639

2,445
261

3

978

4,189

335

1,943

-

-

-

-

15,92921,594

10

17

-

-

15,93921,611

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

24,215

8

-

-

-

8

24,215

Total

43,973

9,267

391,569

382,146

260,296570,071

7,631

6,266

-

1,667

311,900

587,27192

42,737-

The credit facilities reported in the table above relate to short-term credit facilities only. At December
31, 2023, the Group holds long-term bilateral credit lines maturing in more than 12 months amounting
to 147,500 thousand euros, against which 57,246 thousand euros had been drawn down and arerecognised as non-current (Note 23.a.1) (December 31, 2022: 96,300 thousand euros against which
4,871 thousand euros had been drawn down).
The Group has total contracted capacity in recourse and non-recourse factoring and commercial paper
discounting facilities of 1,153 million euros at December 31, 2023 (December 31, 2022: 1,061 million euros).
The interest rate of the credit facilities is basically linked to the Euribor floating interest rate plus a
spread ranging from 0.75 % to 2.0 % for the 2023 financial year and from 0.75 % to 2.00 % for the 2022
financial year.

93a.3) Guarantees on financial transactions
Financial Entity

European Investment Bank

European Investment Bank

Slovenská Sporiteľňa, a. s.

Caixabank, S.A.

Contracting Company

Parent Company

Parent Company

Gestamp Nitra, S.r.o.

Parent Company

Instituto de Crédito Oficial, Entidad
Parent Company
Pública Empresarial

Contract
Signature Date

15/06/2016

18/05/2020

26/10/2017

11/03/2020

09/07/2020

Amount

160 mill Euro

200 mill Euros

50 mill Euros

100 mill Euros (*)

100 mill Euros(**)

Maturity Date

22/06/2023

28/05/2027

30/04/2027

30/04/2024

09/07/2027

Limitation on distribution of dividends

The dividend to be distributed in each year may
not exceed 50% of the consolidated profit for theyear

The dividend to be distributed in each year may
not exceed 50% of the consolidated profit for the
year

N/A

The dividend to be distributed in each year may
not exceed 50% of the consolidated profit for the
year

N/A

Outstanding amount at the date of theaccompanying Consolidated Financial
Statements(***)

200 million euros recorded as long-term(200 million euros at December 31, 2022)

Guarantor companies

Certain Group companies, which together represent a significant portion of total
consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of
this loan. The detail of these companies is provided in Appendix III

Certain Group companies, which together represent a significant portion of total
consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of
this loan. The detail of these companies is provided in Appendix III

21 million euros recorded as long-term and3 million euros recorded as short-term (21million euros recorded as long-term and 6
million euros recorded as short-term at
December 31, 2022)

N/A

100 million euros recorded as long-term(100 million euros at December 31, 2022)

Certain Group companies, which together represent a significant portion of total
consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of
this loan. The detail of these companies is provided in Appendix III

100 million euros recorded as long-term(100 million euros at December 31, 2022)

Certain Group companies, which together represent a significant portion of total
consolidated assets, revenue and Consolidated EBITDA, act as joint guarantors of
this loan. The detail of these companies is provided in Appendix III(*) The loan has been paid off in the second quarter of 2023.
(**) Amount payable in 8 quarterly instalments of the same amount, with the first instalment paid in July 2020. Additionally, on January 21, 2022 and April 21, 2022, two additional drawdowns of 12.5 million euros each were made.
(***) The loan has been canceled on the expiration date

94

The contracting companies listed in the table above undertake to fulfil certain financial obligations
during the term of the financial transaction and in relation to the Group's consolidated financial
statements. These obligations are as follows: "EBITDA/Financial Expense" equal to or above 4.00.
 "Net Financial Debt/EBITDA" equal to or below 3.50
The calculation of these financial ratios is to be carried out exclusively on the basis of the quarterly
Consolidated Financial Statements for each financial year.
Failure to comply with these ratios would be grounds for early repayment of the loan at the requestof the banking syndicate. A period of 20 working days exists to remedy the breach of these financial
obligations. Both at December 31, 2023, and at December 31, 2022, these ratios were within the limits
mentioned above, so the EBITDA/Financial expense ratio at December 31, 2023 was 8.29 (10.69 at
December 31, 2022), while the Net Financial Debt/EBITDA ratio was December 31, 2023 was 1.30
(1.54 at December 31, 2022). These financial ratios must be calculated excluding the impact of changes
in accounting regulations after December 31, 2018.
b)

Derivative financial instrumentsb.1) Interest rate derivatives and exchange rate derivatives

These Consolidated Balance Sheet asset and liability headings include the fair value of the interest rateand exchange rate hedges and derivatives held for trading arranged by the Group, which are as follows:
Thousands of euros
Description

2023

2022

Financial assets - long term derivatives (Note 12.a.3))
Cash flow hedges
Exchange rate hedges

103,572
103,572-

130,849
124,483
6,366

Financial liabilities - long term derivatives
Cash flow hedges
Exchange rate hedges

60,57656,367
4,209

11,447
11,096351

Financial liabilities - short term derivatives
Exchange rate hedges

2,754
2,754

-

95

Interest rate derivatives
The interest rate financial swaps, arranged by the Group, in place at December 31, 2023, andDecember 31, 2022 are as follows:
Thousands of euros

2023
Contract
6
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29

Item

Asset

Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow
Cash flow

Liability

Liability

4,507
1,003
5,838

9,165
1,931
11,703

16,881
12,09910,87910,90625,55718,302
16,46016,491

5,159
765

10,443
10,912
9,435
4,745

Total cash flow hedges

2022

Asset

103,572

4,508
1,003

15,62015,62013,077
6,539

56,367

19,888
4,986

124,483

9,165
1,931

11,096At December 31, 2023, and December 31, 2022, the Group had implemented a strategy to hedge
interest rate risk on the notional value of the Group’s estimated bank debt for the period from 2023
to 2028, through these financial interest rate swaps with the following notional amounts in thousandsof euros:Year

Contract 6 Contract 11 Contract 14 Contract 15 Contract 16 Contract 17 Contract 18 Contract 20

2024
2025
2026
2027
2028

190,000

Year
2024
2025
2026
2027
2028

155,585

140,000
140,000
140,000
140,000
140,000

100,000
100,000
100,000
100,000
100,000

90,00090,00090,00090,00090,00090,00090,00090,00090,00090,000(190,000)

190,000
190,000
190,000
190,000

Contract 21 Contract 22 Contract 23 Contract 24 Contract 25 Contract 26 Contract 27 Contract 28 Contract 29
60,00060,000(129,000)(129,000)(129,000)(129,000)(129,000)(129,000)(129,000)(129,000)(129,000)(129,000)(108,000)(108,000)(108,000)(108,000)(108,000)(54,000)(54,000)(54,000)(54,000)(54,000)

369,000
369,000

369,000
369,000

308,000
308,000

154,000
154,000

Contract 18 is signed in compensation for contract 6.
The interest rate financial swaps, arranged by the Group, in place at December 31, 2023, have thefollowing terms:

96Contract

Effective date

Maturity date

Contract 6
Contract 10
Contract 11
Contract 14
Contract 15
Contract 16
Contract 17
Contract 18
Contract 19
Contract 20
Contract 21
Contract 22
Contract 23
Contract 24
Contract 25
Contract 26
Contract 27
Contract 28
Contract 29

December 31, 2020
December 31, 2020
April 24, 2020
May 16, 2022
May 16, 2022
May 15, 2022
May 16, 2022
July 1, 2021
July 1, 2021
July 1, 2021
July 1, 2021
May 31, 2023
May 31, 2023
May 31, 2023
May 31, 2023
May 31, 2023
May 31, 2023
May 31, 2023
May 31, 2023

December 31, 2025
December 31, 2024
January 23, 2025
May 16, 2029
May 16, 2029
May 15, 2029
May 15, 2029
December 31, 2025
December 31, 2024
April 30, 2029
January 31, 2028
May 18, 2029
May 18, 2029
May 18, 2029
May 18, 2029
May 29, 2026
May 29, 2026
May 29, 2026
May 29, 2026

Floating rate (to bereceived)
3-month Euribor
3-month Euribor
1-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor
3-month Euribor

Fixed rate (to be paid)
1.459%
1.600%-0.507%-0.033%-0.041%-0.040%-0.046%1.459%
1.600%-0.500%-0.500%-0.039%-0.039%-0.039%-0.039%1.374%
1.320%
1.275%
1.268%The hedging arrangements, outlined above, are qualified as effective hedges under IFRS hedge
accounting criteria. Accordingly, changes in the fair value of the financial swaps are recognised in
Equity while the accrued interest is recognised in the Consolidated Income Statement.
The years in which the settlements of hedges are expected to affect the Consolidated Income
Statement are as follows:
Thousands of euros(Expenses)/Incomes
31-12-2023
2024
34,492
2025
8,241
2026
4,180
2027
(69)
2028
309
2029
52
Total

47,205

Thousands of euros(Expenses)/Incomes
31-12-2022
2023
25,4972024
23,8592025
15,3672026
15,7872027
14,9872028
13,0472029
4,843-

Total

113,387

At December 31, 2023, the Group transferred from Equity to the Consolidated Income Statement
income of 37.662 thousand euros as a result of settlements carried out in the year corresponding to97

interest rate hedges. At December 31, 2022, the income recognised for this same item came to
635 thousand euros.
At December 31, 2023, and December 31, 2022, the Group had no derivatives held for trading.
In 2023, all hedging operations were efficient, accordingly, there was no impact on the Consolidated
Income Statement.
Exchange rate derivatives
Certain Group companies follow the practice of hedging the exchange rate of the currency in which
certain loans are denominated with exchange rate derivative contracts. The initial valuation of thederivatives is recorded under Other current assets/liabilities and is accrued over the life of the hedgedloan on a straight-line basis, with the total payable balance at December 31, 2023 amounting to
65 thousand euros (payable balance at December 31, 2022 of 5 thousand euros (Note 15.e)).
The Group transferred 503 thousand euros from the beginning of the derivative from equity to theconsolidated income statement (5,049 thousand euros at December 31, 2022) to offset the total
exchange loss generated in the measurement of the loans.

98Details of the exchange rate derivatives contracted by the Group outstanding at December 31, 2023, and December 31, 2022, in thousands of euros,
are as follows:

Derivative financial
asset/liability

Company

Hedged item

Gestamp Brasil, S.A.

Bank of America loan in 07-2018
Closing exchange rate EUR/BRL

Nominal valueof the loan
26,229(Thousand of USD)

Amount in Euros
Gestamp Automoción, S.A.

Mexico EBITDA FY2024
Closing exchange rate EUR/USD
Amount in Euros

Total in thousands of euros

215,945(Thousand of USD)

Other current assets/liabilities

Fair value
31-12-2022
31-12-2023

Initial fairvalue

Balance at
31-12-2023

Accrual(22,547)(1,985)535

5.35705.6595(4,210)(350)(3,040)Retained earnings on hedging transactions
Exchange difference
Accumulated
Previous balance Deferred31-12-2023
FY 2023
Previous years
31-12-2023
Tax

Balance at
31-12-2023

345(12,225)(9,088)(3,137)9,787

5.6595(190)(in 48 months)
5.35705.35705.43225.3570-5.3570

95

(35)

65

(2,251)(1,697)

(554)

1,827

-

1,827

-

3,040

3,040

-

3,040

(760)

2,281

1.1039--1.10391.1039-1.10391.10391.1039(2,755)

-

2,754

2,754

-

2,754

(688)

2,066

(6,965)

(350)

503

1,057

(554)

4,581

(688)

3,893

95

(*) Negative amounts are CREDIT and positive amounts are DEBIT

99

(35)

65

-

9,787
5.3570

The balance of hedging transactions at December 31, 2023, and December 31, 2022, included inretained earnings in the Consolidated Balance Sheet is as follows:
Thousands of euros
31-12-2023 31-12-2022
35,876
98,873(3,893)732
31,983
99,605

Description
Interest rate derivatives
Exchange rate derivatives
Total

The change of financial instruments in retained earnings in 2023 and 2022 is as follows:
Thousands of euros
Adjustment due to change value 31-12-2021

c)

8,283

Variation in fair value adjustment
Variation in deferred tax from financial instruments
Variation in derivative financial instruments (liabilities)
Interest rate derivatives
Exchange rate derivatives

91,322(28,893)
120,215
120,389(174)

Adjustment due to change value 31-12-2022

99,605

Variation in fair value adjustment
Variation in deferred tax from financial instruments
Variation in derivative financial instruments (liabilities)
Interest rate derivatives
Exchange rate derivatives(67,622)
15,884(83,506)(78,881)(4,625)Adjustment due to change value 31-12-2023

31,983

Other financial liabilitiesc.1) Leases liabilities

The lease commitments recognised under this heading relate to the present value of the leases.
The detail by type of asset, both short and long-term, at December 31, 2023, and December 31, 2022
is as follows:

Type of asset
Stores
Machinery
Offices
PlantsTooling
Lands
Others
Total

Short term
6,314
29,371
4,571
25,579
5,975
1,491
5,959
79,260Between one andfive years
18,51333,055
13,147
93,5672,800
6,279
15,098
182,459

Thousands of euros
More than fiveyears
26,393
10,174
6,713
125,784
17,142
186,206

Total
2023

51,22072,60024,431
244,930
8,775
24,912
21,057447,925

Total
2022

51,473
95,311
27,265
248,042
21,29125,703
13,549482,634

As at December 31, 2023, both long-term and short-term leases include debt with related parties in
the amount of 2,605 thousand euros and 3,005 thousand euros, respectively (7,902 thousand euros
and 6,994 thousand euros, respectively, at December 31, 2022) (Note 32.1).
The detail of the maturities of the balance of this account at December 31, 2022, is as follows:100Short term
87,109Thousands of euros
31-12-2022
Between one and More than five
five years
years
200,669
194,856

Total
482,634

Lease commitments at the nominal value of leases, by type of asset, both short and long-term,
at December 31, 2023, and December 31, 2022 is as follows:

Type of asset
Stores
Machinery
Offices
PlantsTooling
Lands
Others
Total

Short term
9,044
30,516
5,805
38,685
6,271
2,531
6,715
99,567

Between one andfive years
27,12733,58916,365
135,175
2,881
10,124
16,664
241,925

Thousands of euros
More than fiveyears
49,428
10,174
9,585
157,466
22,951
249,604

Total
2023

85,59974,27931,755331,326
9,152
35,60623,379591,096

Total
2022

84,86999,15034,327341,255
22,631
37,344
14,316
633,892

The detail of the maturities of the balance of this account, at nominal value as at December 31, 2022,
is as follows:

Short term
108,712

Thousands of euros
31-12-2022
Between one and More than five
five years
years
262,490262,690

Total
633,892c.2) Borrowings from related parties
This heading in the Consolidated Balance Sheet includes the following items with related parties:
Description
Loans (Note 32.1)
Fixed assets suppliers (Note 32.1)
Interest (Note 32.1)
Total

2023

Long term

16,404
16,4042022
17,92917,9292023

Short term
1,525
1,002
2,527

2022
108,4811,431
1,195
111,107

At December 31, 2023, and December 31, 2022, the payable recognised under long-term fixed assets
suppliers with Acek, Desarrollo y Gestión Industrial, S.L. corresponds to the purchase of the
GESTAMP brand.
On 30 December 2021, it was agreed with Mitsui & Co. Ltd. to renew the loan to Gestamp North
America, Inc for 114 million dollars, with a new maturity of the total loan in December 2023. Theinterest rate associated with this loan is 3-month Libor plus 2.0%. This loan has been repaid on maturity
in December 2023.

101

The breakdown of expected maturities for long-term borrowings with related parties is as follows(Note 32.1):
Thousands of euros
2025

Description
Fixed assets suppliers
Western Europe

2026

1,625
1,625

2027

1,731
1,731

2028

1,845
1,845

Beyond

1,966
1,966

9,237
9,237

Total

Total

2023

2022

16,404
16,404

17,92917,929The detail of the maturities of the balance of this account at December 31, 2022, is as follows:

2024

2025

Thousands of euros
31-12-2022
2026
2027

1,525

1,625

1,731

1,845

BeyondTotal

11,203

17,929c.3) Other borrowings
Other non-current borrowings
The amounts included under this heading, broken down by item and maturity at December 31, 2023,
and December 31, 2022, are as follows:
Thousands of euros
2025

Description
Loans from Ministry of Science and Technology

3,697

2026

2027

3,358

9,504

2028
8,860

Total
2023

Beyond26,22551,644

Total
2022
15,613The detail of these amounts corresponds to companies included in the Western Europe segment.
The detail of the maturities of the balance of this account at December 31, 2022, is as follows:

2024
4,751

2025
3,714

Thousands of euros
Total
31-12-2022
2026
2027
2,448
1,885

Beyond
2,815

Total
15,613

Other current borrowings
At December 31, 2023, and December 31, 2022, this heading exclusively included new transactions
arranged at short-term to defer amounts with third parties as part of the Group's policy of protecting
its liquidity and financial capacity, which entail an additional financial cost.
d)Other liabilities
Other non-current liabilities

102

The breakdown of the amounts included under this heading by maturity and segment at December 31,
2023, and December 31, 2022 is as follows:
Thousands of euros
Description

2025

2026

2027

Total
2023

Beyond

2028

Total
2022

Guarantees received
Western Europe
North America
Mercosur

285
285
-

26
26
-

-

-

127
127
-

438
438
-

435
429
5
1

Fixed assets suppliers
Western Europe

273
273

273
273

272
272

-

-

818
818

1,090
1,090

Other creditors
Western Europe
Mercosur
Asia

1,351
1,351
-

1,075
1,075
-

333
333
-

-

759
759

3,518
2,759
759

12,223
7,484
4,120
619

Total

1,909

1,374

605

-

886

4,774

13,748The detail of the maturities relating to the balances at December 31, 2022, is as follows:

2024
6,930

2025
1,283

Thousands of euros
31-12-2022
2026
2027
1,301
3,503

Beyond731

Total
13,748Other current liabilities
The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was as follows:
Thousands of euros
2023
2022
138,210
137,383
41,14135,60940,05135,086
1,090
523
22,55019,509
504
4,340
223
786
202,628
197,627

Item
Fixed assets suppliers
Dividends (Note 32.1)
Interim dividends
Dividends
Short term debts
Deposits and guarantees
OthersTotal

On January 12, 2023, the unpaid dividend payment at December 31, 2022, amounting to
35,086 thousand euros, was paid.
On January 10, 2024, the unpaid interim dividend at December 31, 2023, amounting to 40,051
thousand euros, was paid (Note 17.4).
Dividends mainly relates to dividends pending payment by Jui Li Edscha Body System Co. Ltd, for
1,086 thousand euros (520 thousand euros at December 31, 2022).

103

Note 24. Deferred tax
The movement in deferred tax assets and deferred tax liabilities was as follows:
Thousands of euros
Deferred tax assets
Tax credits
At December 31, 2021
Changes in scope of consolidation
Increases
Decreases
Translation differences
Other movements
At December 31, 2022
Changes in scope of consolidation
Increases
Decreases
Translation differences
Other movements
At December 31, 2023

284,515688
25,326(68,058)
5,240(35,632)
212,079
6,314
13,595(10,155)(4,195)(10,505)
207,133

Provisions
63,688
1,153
40,527(24,772)
954
8,375
89,925
22,124(36,902)
1,175
12,42388,745

Accelerated
depreciation

Unrealized, nondeductible
exchange gains(losses)

17,832
101
5,859
(867)
848
2,234
26,007
1,547(1,058)
1,508(26)
27,9785,016
2,926(5,875)
643
132
2,842
9,443
(6,704)
392
138
6,111

104

Financialtransactions
39,71012,024(29,578)
1,125(4,696)
18,58554,230(4,582)(1,424)
1,842
68,651

Commercial
transactions
37,67813,758(8,307)(466)(2,023)40,64017,465(16,128)(3,696)
6,667
44,948IFRS 16
6,216
22,604(21,263)
107
(58)
7,606
23,329(22,091)
(281)
(276)
8,287

Development
Other
costs
deferred taxes
5,233
30,421(1,408)215(30)
34,431
14,983(1,543)(1,063)30,457
77,265

16,903921
11,928(10,979)(1,673)(1,636)
15,464
1,393
19,116(16,422)(1,142)
24,61943,028

Total
476,791
2,863
165,373(171,107)
6,993(33,334)
447,579
7,707
175,832(115,585)(8,726)65,339572,146

"Changes in scope consolidation": The amount of 7,707 thousand euros in the 2023 financial year
corresponds mainly to the tax credits recorded for the business combinations of Gestión Global de
Matricería, S.L and Global Laser Araba, S.L. (Note 3).
The amount of 2,863 thousand euros in the year 2022 relates to deferred tax assets arising from thebusiness combination of the Sideacero subgroup. These assets are presented in Note 3 netted together
with the deferred tax liabilities arising from this transaction, in the amount of 322 thousand euros.
Tax credits "increases": The amount of 13,595 thousand euros in 2023 mainly includes the tax credits
generated in the year's settlements by Gestamp North America, LLc for 10,641 thousand euros andGestamp Louny, S.R.O. for 2,116 thousand euros.
The amount of 25,326 thousand euros in 2022 mainly includes the tax credits generated in the 2022
settlements by Gestamp Toluca, S.A. de C.V. for 5,171 thousand euros and Gestamp North America,
LLc. for 15,824 thousand euros.
"Decreases" in Tax credits: The amount of 10,155 thousand euros in 2023 relates mainly to tax credits
applied in the 2023 settlements by the companies Sofedit S.A.S. for 3,268 thousand euros, Beyçelik
Gestamp Otomotive Sanayi, A.S. for 1,692 thousand euros, Gestamp Brasil Industria Autopeças, S.A.
for 1,264 thousand euros and Gestamp Servicios, S.A. for 1,418 thousand euros.
The amount of 68,058 thousand euros in the 2022 financial year mainly corresponds to tax credits
applied in the 2022 settlements by the Parent Company for 15,479 thousand euros; the tax group
Gestamp Sweden, AB and Gestamp HardTech, AB for 24,258 thousand euros; Gestamp Servicios, S.A.
for 6,516 thousand euros; Gestamp Brasil Industria Autopeças, S.A. for 2,935 thousand euros; Gestamp
Bizkaia, S.A. for 6,284 thousand euros and Sofedit, SAS for 3,183 thousand euros.
"Other movements" of Tax credits: The amount of 10,505 thousand euros in 2023 mainly reflects therecognition and adjustment of tax credits from previous years.
The amount of 35,632 thousand euros in the 2022 financial year mainly corresponds to changes in tax
estimates in the Western Europe segment.
"Increases" in Financial transactions: The increases amounting to 54,230 thousand euros in 2023
(12,024 thousand euros in 2022) mainly comprise: Non-deductible financial expenses in the year of Gestamp North America, LLc. amounting to
25,060 thousand euros (7,040 thousand euros in 2022).
 The reversal of the tax effect of hedges recognised by the Parent Company amounting to
15,883 thousand euros.
 The tax effect of non-deductible interest in the year of Gestamp Toluca S.A. de CV in theamount of 5,988 thousand euros (3,316 thousand euros in 2022).
 The tax effect of non-deductible interest in the year of Gestamp Cartera de México S.A. de CV
in the amount of 4,371 thousand euros (1,259 thousand euros in 2022).
"Decreases" in Financial transactions: The amount of 4,582 thousand euros in the year 2023 mainlyreflects the reversal of the tax effect of non-deductible interest from previous years of Gestamp Toluca
S.A. de CV in the amount of 3,148 thousand euros.
The amount of 29,578 thousand euros in 2022 mainly reflects the reversal of the tax effect of hedges
booked by the Parent Company, amounting to 28,893 thousand euros.

105

"Increases" in Commercial transactions: The amount of 17,465 thousand euros in 2023 (13,758
thousand euros in 2022) relates mainly to: The tax effect of the non-deductible expenses for invoices receivable from Gestamp Polska,
SP. z.o.o. amounting to 6,420 thousand euros (2,503 thousand euros in 2022).
 Deferred taxes generated by the treatment of tooling advances and their costs at the Mexican
companies amounting to 6,629 thousand euros (3,626 thousand euros in 2022).
 The tax effect of treatment of payables of Argentinean companies amounting to 282 thousand
euros (3,074 thousand euros in 2022).
 Tax effect of trade provisions recorded by Gestamp Servicios S.A. amounting to 2,945 thousand
euros (3,750 thousand euros in 2022).
"Decreases" in Commercial transactions: The amount of 16,128 thousand euros in 2023 (8,307
thousand euros in 2022) relates mainly to: The reversal tax effect of the non-deductible expenses for invoices receivable from Gestamp
Polska, SP. z.o.o. amounting to 5,390 thousand euros (2,444 thousand euros in 2022).
 The reversal of deferred taxes generated by the treatment of tooling advances and their costsat the Mexican companies amounting to 4,004 thousand euros (1,686 thousand euros in 2022).
 The reversal of the tax effect of the accounts payable treatment of the Argentinean companies
in the amount of 700 thousand euros (1,947 thousand euros in 2022).
 The reversal of the tax effect of the provisions recorded by Gestamp Servicios S.A. amounting
to 4,636 thousand euros.
 In addition, in 2022 it includes the tax effect of the reversal of provisions for commercial
operations recorded by Gestamp Palencia, S.A. amounting to 1,859 thousand euros.
"Other movements" of Other Deferred Taxes: The amount of 24,619 thousand euros in 2023 mainly
includes the regularisation of deferred taxes from previous years of Gestamp North America, LLc, in
the amount of 18,860 thousand euros, as well as Gestamp San Luis Potosí, S.A.P.I de C.V. in the amountof 4,559 thousand euros.

Deferred tax liabilities
At December 31, 2021
Changes in scope of consolidation
Increases
Decreases
Translation differences
Other movements
At December 31, 2022
Changes in scope of consolidation
Increases
Decreases
Translation differences
Other movements
At December 31, 2023

Tax deduction goodwill
individualcompanies
15,763
1,428
17,191
1,427
18,618

Thousands of euros
Allocation to
Capitalization consolidationof expenses
goodwill
81,857
6,779(15,361)
236
73,511
2,422(2,040)250
74,143

14,426(1,507)
12,919(1,490)11,429

Revaluationof land andbuildings

Depreciation/amortisation

45,864177(1,266)90
44,865177(1,266)48(1,921)
41,903

94,105301
38,723(8,074)
3,957
8,635
137,647761
28,187(9,003)(2,930)25,775
180,437

Other
62,35021
8,711(37,694)
12,017(11,677)
33,7283,355
24,311(14,035)
6,806
6,888
61,053

Total
314,365322
55,818(63,902)
16,300(3,042)319,861
4,116
56,524(27,834)
4,174
30,742
387,583"Changes in scope of consolidation": The amount of 4,116 thousand euros in the 2023 financial year
corresponds mainly to the tax credits recorded for the business combinations of Gestión Global de
Matricería, S.L (Note 3).

106

"Other movements" of Depreciation/Amortisation: The amount of 25,775 thousand euros in 2023
mainly reflects the adjustment of previous years of a reduction in the deductibility of certain costs in
the American companies in the amount of 25,221 thousand euros.
"Increases" of Other: The amount of 24,311 thousand euros in the 2023 financial year mainly includes:
 Recognition of deferred tax liabilities as a result of hedge accounting in the Parent Company
in the amount of 15,195 thousand euros.
 Tax effect of the application of IFRS 15 amounting to 2,201 thousand euros.
"Decreases" of Other: The amount of 14,035 thousand euros in 2023 (37,694 thousand euros in 2022)
relates mainly to: The tax effect of the application of IFRS 9 amounting to 4,307 thousand euros (4,590 thousand
euros in 2022).
 Tax effect of insurance and other prepayments by Mexican companies amounting to
5,015 thousand euros.
 In 2022 it included the reversal of the deferred tax liability as a result of hedge accounting in
the Parent Company in the amount of 28,893 thousand euros.
The net translation differences generated in 2023 and 2022 amounted to 12,900 thousand euros and9,307 thousand euros and were mainly due to the application of different exchange rates in each year,
as well as the tax effect of the inflation adjustment of the Argentine and Turkish companies amounting
to 11,771 thousand euros (Note 29).
Note 25. Trade and other payablesa) Trade payables
The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was asfollows:
Thousands of euros
2023
2022
Trade accounts payable
Trade bills payable
Suppliers from related parties (Note 32.1)
Total

1,730,440
235,405
398,7422,364,587

1,322,585
324,261
527,875
2,174,721b) Current tax liabilities
The balance of this item in the Consolidated Balance Sheet amounts to 41,919 thousand euros at
December 31, 2023 (35,803 thousand euros at December 31, 2022) and includes the Corporate Income
Tax payable by the Parent Company and Group companies.
c) Other accounts payable
The breakdown of the balance of this heading in the Consolidated Balance Sheet, by item, was
as follows:107Thousands of euros
2023
2022
VAT payable
Tax withholdings payable
Other items payable to the tax authorities
Payable to social security
Other payables
Outstanding remuneration
Total

52,96330,716
14,74242,443
15,495
147,425
303,784

47,806
20,406
15,34038,45232,428136,156
290,588

Note 26. Operating incomea) Revenue
The breakdown of revenue by category at December 31, 2023 and December 31, 2022, is as follows:
Thousands of euros
2023
2022
10,820,652
9,784,604
439,063
428,948
981,204
467,265
32,79745,627
12,273,716
10,726,444

Parts, prototypes and components
Tooling
Byproducts and containers
Services rendered
Total

108

The geographical breakdown of consolidated Revenue was as follows:

Western Europe
Spain
Germany
United Kingdom
FrancePortugal
SwedenMoroccoEastern Europe
TurkeyCzech Republic
RussiaPolandHungary
Slovakia
Romania
Bulgaria
Lithuania

Thousands of euros
2023
2022
5,066,478
4,295,788
1,976,979
1,652,565
1,408,116
1,216,795
525,287
420,116
689,164
585,915
340,594
312,491
40,58938,55685,74969,3501,780,499
538,606
322,882
13,957437,92993,084
205,570
116,975
49,6161,880

1,597,354
554,830
274,267
38,638353,664
106,144
134,92480,82754,060-

MercosurBrazilArgentina

916,570
796,406
120,164

865,771710,681
155,090

North America
USA
Mexico2,572,988
1,818,229
754,759

2,325,562
1,682,761
642,801

Asia
China
India
South Korea
Japan
ThailandTaiwan1,937,181
1,575,606
204,120
106,343
39,607
11,312
193

1,641,969
1,311,359
195,784
101,406
21,70011,512
208

12,273,716

10,726,444b) Other operating income
The breakdown of Other operating income in the Consolidated Income Statement is as follows:

Other operating income
Capital grants transferred to income for the year (Note 20)
Excess provision for taxes
Excess provision for environmental actions and other liabilities
Own work capitalized
Other gains/losses
Gains/(losses) from disposals of intangible assets and PP&E
Other
Total

Thousands of euros
2023
2022
82,138102,661
7,673
5,538
1
3,752
2,300
82,09768,007
21,434
10,683
6,747
4,444
14,687
6,239
197,094
189,190

Other operating income at December 31, 2023, and December 31, 2022 included mainly third-party
billings for transactions different from the companies' main activities.

109

In addition, this heading includes 262 thousand euros for recorded profit from the businesscombination of Global Laser Araba, S.L. (Note 3).
Note 27. Operating expensesa) Raw materials and other consumables
The breakdown of cost of materials used in the Consolidated Income Statement is as follows:
Thousands of euros
2023
2022
Purchases of goods and tools
Discounts on early payment purchases
Returns for purchases and similar transactions
Volume discounts
Change in inventories (*)
Purchases of raw materials
Purchases of other supplies
Work carried out by other companies
Losses due to impairment of goods, raw materials (*)
Reversal of impairment of goods, raw materials (*)
Total

819,221(2,639)(5,939)(19,607)(3,023)5,070,608
1,648,848
331,385
4,862(6,061)
7,837,655

398,773(91)(717)(13,112)(68,907)
4,981,986
1,405,247
266,905
8,421(3,704)
6,974,801(*) The total of these line items amounts to a net consumption of commodities of 4,222 thousand euros (Note 13).

b) Personnel expenses
Personnel expenses in the Consolidated Profit and Loss Account are as follows:
Thousands of euros
2023
2022
Salaries
Social security
Other welfare expenses
Total

1,393,569
296,844
120,292
1,810,705

1,245,364
269,310111,150
1,625,824

Other welfare expenses include the amounts relating to contributions from defined contribution
pension plans amounting to 2,606 thousand euros at December 31, 2023 (2,259 million euros at
December 31, 2022) (Note 6.15).
As indicated in Note 6.15, in May 2023 a long-term incentive plan for the period 2023-2025 wasapproved, which provides for the delivery of share-based incentives to certain employees andexecutives tied to their continued service in the Group until the end of the plan, as well as to theattainment of certain objectives linked to the Group's value creation in that period.
At December 31, 2023, a total delivery of 2.8 million shares of Gestamp Automoción, S.A. is estimated,based on the estimated degree of attainment of the objectives set out in the plan. The personnel
expenses accrued in 2023 in this connection amounted to 2,480 thousand euros, the balancing entry
being an increase in equity, specifically in Other Equity Instruments (Note 17).

110

The breakdown, by professional category, of the average number of employees in 2023 and 2022 is
as follows:
Professional category
Production workers
Maintenance
LogisticEngineering
Quality
Administration, finance and IT
Total

2023
22,470
5,273
5,739
2,874
3,684
4,519
44,5592022
21,080
5,185
4,939
2,853
3,446
4,113
41,616The breakdown of the number of employees at year-end, by category, at December 31, 2023, andDecember 31, 2022, is as follows:
Professional category
Production workers
Maintenance
LogisticEngineering
Quality
Administration, finance and IT
Total

Males
17,874
5,272
5,068
2,459
2,924
2,471
36,0682023
Females
4,845
95
803
327
805
2,013
8,888

Total
22,719
5,367
5,871
2,786
3,729
4,484

44,956

Males
17,634
5,082
4,747
2,524
2,845
2,454
35,2862022
Females
4,259
74
724
351
702
1,892
8,002

Total
21,892
5,156
5,471
2,875
3,547
4,346

43,288c) Other operating expenses
The breakdown of Other operating expenses in the Consolidated Income Statement is as follows:
Thousands of euros
2023
2022
Operation and maintenance
Other external services
Taxes
Impairment of accounts receivable (Note 15.a))Other gains/losses
Increase/ application of provision for Contingencies and Expenses
Total

867,613519,846
41,740352
934
934

772,016
419,216
40,667171
871
871

1,430,485

1,232,941

Operation and maintenance includes lease expenses for contracts with a term of less than one year,
which are not material, as well as software lease contracts that can be classified as the provision ofservices, amounting to 89,590 thousand euros at December 31, 2023 (88,060 thousand euros at
December 31, 2022).

111

Note 28. Financial income and financial expensesa) Financial income
The breakdown of Finance income in the Consolidated Income Statement is as follows:
Thousands of euros
2023
2022
Income from equity investments, Associated Companies
Income from current loans to third parties
Other finance income
Total Income from loans to related parties (Note 32.1)

4
12
35,107124

15,773
291

Income from loans to related parties
Total

124
35,247291
16,064b) Financial expenses
The breakdown of Finance costs in the Consolidated Income Statement is as follows:

Interest on bank borrowings
Interest on discounted bills of exchange at financial institutions
Interest on trade factoring operations with financial institutions (Note 15.a))Other financial expenses
Leases financial expenses
Interest from receivables, related parties (Note 32.1)
Total

Thousands of euros
2023
2022
136,079
83,0642,052
370
32,826
14,761
13,172
20,487
26,623
22,956
21,882
21,125
232,634
162,763

The heading Lease financial expenses includes the amounts corresponding to interest on leaseliabilities with related parties, which amounted to 330 thousand euros at December 31, 2023 (670
thousand euros at December 31, 2022) (Note 32.1).
c) Exchange gains (losses)
Exchange differences in the consolidated income statement reflect the impact of exchange rate
movements mainly in Turkey, Argentina, Mexico and China.
d) Change in fair value of financial instruments
During the 2023 financial year, three capital increases will be carried out at Gestamp Baires, S.A. (acompany 100% owned by the Group) through the transfer to the company of public debt securities
issued by the Argentinean government, which were subsequently sold by Gestamp Baires, S.A., giving
rise to a profit of 5,357 thousand euros.
e) Impairment and gain (loss) from disposal of financial instruments
The breakdown of Impairment and gain (loss) from disposal of financial instruments of theConsolidated Income Statement is as follows:
Thousands of euros
2023
2022
6,529
6,529

Other
Total

112

-

The Other line mainly includes the result from the valuation at fair value of the shareholding prior to
the business combination, which was held in Gestión Global de Matricería, S.L., positive in the amountof 6,677 thousand euros and in Global Laser Araba, S.L., negative in the amount of 79 thousand euros.
Note 29. Corporate income tax
The Parent Company and its subsidiaries file their corporation tax returns separately except:
 From January 1, 2014, on, the Parent Company chose to apply the special fiscal consolidation
regime, regulated under Regional Law 11/2013. The subsidiaries included in this fiscal groupare Gestamp Bizkaia, S.A; Gestamp Tooling Erandio, S.L.; Gestamp North Europe Services, S.L.,
Loire S.A.F.E., Gestamp Global Tooling S.L., Adral Matricería y Puesta a punto S.L., Gestamp
Tool Hardening S.L., Gestamp Try Out Services S.L., Gestamp Technology Institute S.L.,
Autotech Engineering, S.L., Reparaciones Industriales Zaldibar, S.L., Diede Die Development,
S.L., and Smart Industry Consulting and Technologies, S.L.U.
 The subsidiaries Gestamp North America, Inc., Gestamp Alabama, Llc., Gestamp Mason, Llc.,
Gestamp Chattanooga, Llc., Gestamp Chattanooga II Llc., Gestamp South Carolina, Llc.,
Gestamp West Virginia, Llc., Gestamp Washtenaw Llc. Gestamp Saint Clair, Llc and Gestamp
Stanton, Llc file a tax return according to fiscal transparency system.
 The subsidiaries Edscha Automotive Michigan, Inc. and Edscha North America Technologies,
Llc are taxed for corporation tax purposes under the tax transparency regime.
 The subsidiaries Gestamp Griwe Haynrode GmbH and Gestamp Griwe Westerburg GmbH filea tax return according to a profit and loss transfer agreement.
 The subsidiaries Edscha Holding, GmbH, Edscha Automotive Hengersberg, GmbH, Edscha
Automotive Hauzenberg, GmbH, Edscha Engineering, GmbH, Edscha Kunststofftechnik GmbH,
Edscha Hengersberg Real Estate, GmbH & Co. KG, Edscha Hauzenberg Real Estate, GmbH &Co. KG and Edscha Mechatronics Solutions, GmbH file a tax return according to a profit andloss transfer agreement.
 The subsidiaries GMF Holding, GmbH, Gestamp Umformtechnik, GmbH and Gestamp
Wolfsburg, GmbH are taxed for corporation tax under the profit and loss transfer agreement.
 The subsidiaries Gestamp Sweden, AB and Gestamp HardTech AB file a tax return according toa profit and loss transfer agreement.
 The subsidiaries Automotive Chassis Products UK Ltd, Gestamp Tallent Ltd, and Autotech
Engineering R&D UK Ltd file a tax return in accordance with a profit and loss transfer
agreement.
 The subsidiaries Gestamp Noury, S.A.S. and SCI Tournan, S.A. pay corporation tax under the
profit and loss transfer agreement regime.
 The subsidiaries Ges Recycling USA Llc. (parent), Ges Recycling South Carolina, Llc., Ges
Recycling West Virginia Llc., Ges Recycling Alabama Llc., Ges Recycling Michigan, Llc. and Ges
Recycling Tennessee, Llc. file their corporation tax returns under the tax transparency regime.

113 The subsidiaries Sideacero, S.L. (parent), Recuperaciones Medioambientales Industriales, S.L.,
Recuperaciones Férricas Integrales, S.A., Reimasa Recycling, S.L., Flycorp, S.L., Transportes
Basegar, S.A., Gescrap, S.L., Gescrap Trading, S.L., Gescrap Servicios Portuarios, S.L. andGescrap Desarrollo, S.L. file tax returns under a special tax consolidation regime regulated by
Regional Law 11/2013.
 During 2023, the subsidiaries Gestión Global de Matricería, S.L. (parent), IxCxT, S.A.U. andIngeniería y Construcción de Matrices, S.A.U. are taxed under the special tax consolidation
regime regulated by Regional Law 11/2013.
The detail of corporation tax income or expense at December 31, 2023 and December 31, 2022,
in thousands of euros, is as follows:
Thousands of euros
2023
2022
135,670
72,288(41,511)
17,288(12)
137
94,14789,713Current tax
Deferred tax
Other adjustments to tax expense
Total Expense / (Income)The reconciliation of deferred tax revenues in 2023 and 2022 and the net variation in deferred tax
assets and liabilities was as follows:
Thousands of euros
Deferred tax assets
Balance (Note 24)
Variation within the current year2023
572,146
124,5672022
447,579(29,212)Net variation (Decrease/Increase in net deferred asset)

56,845(34,708)

12,900(3,591)(15,884)(4,953)(10,130)
6,324

9,307
(2,541)
28,893(1,434)(4,808)(11,997)

41,511(41,511)(17,288)
17,288Translation differences (Note 24)
Changes in scope of consolidation (Note 3)
Tax effect of hedges registered in Equity (Note 23.b.1))
Adjustment on tax expense from Argentinian companies hyperinflation
Adjustment on tax expense from Turkish companies hyperinflation
Other variations
Decrease/Increase in net deferred asset against profit for the year
Income /expense for deferred tax current year

Deferred tax liabilities
2023
387,583
67,7222022
319,861
5,496

Other variations at December 31, 2023, mainly include the effect on minority interests of thetreatment of prior years' movements amounting to 7,032 thousand euros (-4,939 thousand euros at
December 31, 2022).
The corporation tax expense, in thousands of euros, was obtained based on the accounting profit
before tax, as indicated below:

Accounting profit (before taxes)
Theoretical tax rate
Permanent differences
Deductions and tax credits applied, previously not recognizedNot registered tax credits generated in the current year
Difference due to different tax rates and changes in tax estimation
Other adjustments
Tax expense (income)Thousands of euros
2023
2022
414,184
391,455
99,404
93,949(14,217)(7,057)(29,677)(43,214)31,22528,224
7,424
17,674(12)
137
94,147

114

89,713

The theoretical tax rate applied is 24% in both 2023 and 2022.
In 2023, the total corporation tax expense amounts to 94.1 million euros (89.7 million euros in 2022),
resulting in an effective tax rate of 22.73%, compared to 22.92% in 2023.
The permanent differences in 2023 and 2022 include mainly the exemption of income for the billing of
the brand, non-deductible exchange rate differences and other non-deductible expenses, inflation
adjustments and other non-deductible expenses.
The Difference due to different tax rates and changes in tax estimates for 2023 and 2022 includes theeffect of the difference in tax rates compared to the theoretical tax rate applied, mainly in Poland,
Mexico and Brazil, as well as the effect of the reversal of tax credits accrued in previous years.
The amounts resulting from the conversion to euros of the tax losses pending offset and of the unused
tax incentives at December 31, 2023, and December 31, 2022, applying the year-end exchange rates
at those dates for those amounts in currencies other than the euro were as follows:
Millions of euros
2023

2022

Accounted tax Un-Accounted tax
creditcreditAccounted tax
creditTotal

Un-Accounted
tax credit

Total

Negative tax bases pending offsetting

629

995

1,624

653

877

1,530

Tax credit

158

254

412

168

226

394

Unused tax incentives

49

217

266

44

181

225

Tax credit

49

217

266

44

181

225

Total Tax credit registered (Note 24)

207

212

Those negative tax losses unused and tax incentives that the Group considers to be recoverable basedon the projections for the generation of future tax profits and the temporary limits and limits for theoffset of these tax losses and tax incentives were capitalised at December 31, 2023, and December 31,
2022.
The recoverability of the tax credits was analysed based on the estimates of future results for each of
the companies. Such recoverability depends, in the last resort, on the capacity of each company togenerate taxable profit over the period in which the deferred tax assets are deductible.
Accordingly, the recoverability analysis was prepared on the basis of the time period in force for these
tax assets, with a maximum of 10 years, using the current conditions for the use of such tax assets,
especially the limits to offset such tax losses.
The negative tax bases pending of setting and the unused tax incentives at December 31, 2023, andDecember 31, 2022, whose tax assets had been recognised, have the following details by expiry date:115

Range of maturity
2024-2029
2030-2035
2035 onwards
Without limit
Total

Range of maturity
2023-2028
2029-2034
2035 onwards
Without limit
Total

2023
Millions of euros
NEGATIVE TAXTAX INCENTIVES
BASES
194
2
24
50
34
361
13
629
49
2022
Millions of euros
NEGATIVE TAXTAX INCENTIVES
BASES
163
2
59
35
41
396
1
653
44

The negative tax bases pending of setting and the unused tax incentives at December 31, 2023, andDecember 31, 2022, whose tax assets had not been recognised, have the following details by expiry
date:Range of maturity
2024-2029
2030-2035
2035 onwards
Without limit
Total

Range of maturity
2023-2028
2029-2034
2035 onwards
Without limit
Total

2023
Millions of euros
NEGATIVE TAXTAX INCENTIVES
BASES
136
19
79
4
49
174
731
20
995
217

2022
Millions of euros
NEGATIVE TAXTAX INCENTIVES
BASES
92
18
63
5
47
139
675
19
877
181

Most of the Group's companies are open to inspection for all applicable taxes and for the statute oflimitations period applicable in each jurisdiction.
For 2023, the Parent Company and subsidiaries calculated the corporation tax in accordance with theprevailing regulations in each jurisdiction.
Due to the possible interpretations of the tax regulations that may arise, there may be differences withrespect to such calculations that cannot be objectively quantified. However, in the opinion of the
Directors of the Parent Company and its subsidiaries, as well as their tax advisors, any tax liability thatmight arise therefrom should not materially affect the Consolidated Financial Statements.

116

On January 18, 2024, the Constitutional Court of Spain has declared the unconstitutionality and nullity
of various precepts of Royal Decree-Law 3/2016, of December 2, which adopts measures in the tax
field aimed at the consolidation of public finances and other urgent measures in social matters (“RDlaw 3/2016”). With this, the question of unconstitutionality raised by the National Court is considered,following the line established with respect to Royal Decree-Law 2/2016.
RD-Law 3/2016 introduced important modifications in the Corporate Tax (IS), among which are thefollowing that have been analysed by the Constitutional Court: (i) the introduction of limits on thecompensation of bases negative taxable assets and the application of deductions to avoid international
double taxation and, (ii) the reversal in fifths of the impairments in value of shares that had been
considered deductible for IS purposes between the years 2002 to 2013.
This sentence only affects companies that are subject to common territory tax regulations and in nocase affects companies under Basque or Navarrese regional tax regulations. It is also important to notethat this sentence, in line with the criteria already established by the Constitutional Court of Spain inprevious sentences, does not have total retroactive effects.
After analysing the sentence, the Group considers that it has not had and will not have a significant
impact on its financial statements.
Pillar 2
Legislation to implement Pillar 2 of BEPS 2.0 has been enacted in certain jurisdictions in which theGroup operates, while in the remaining jurisdictions where the Group has a presence it is either at adifferent stage of processing or will not be applicable. As a general rule, this Pillar 2 legislation will
normally be applicable as from tax years starting on or after January 1, 2024.
The Group is within the scope of this new regulation and, to this end, has made a preliminary estimateof the potential exposure it could have in 2024. This first estimate is based on the most recent tax
returns, on the Country-by-Country Report of the group in which it is included and on the financial
statements of the entities comprising the scope. From this estimate a potential impact can beconcluded, mainly in China, Poland and Hungary, i.e., jurisdictions that either already have nominal tax
rates below 15% or have tax incentives that reduce the effective tax rate below this threshold.
However, in order to have a more precise estimate for 2023, given that, in accordance with theapplicable commercial and accounting regulations, the ultimate parent company is Acek Desarrolloy Gestión Industrial, S.L., it will be necessary to analyse the impact considering the entire scope of thisconsolidation group.
However, for the 2024 financial year, it will be necessary to take into consideration, firstly, how the
proportion of consolidated profit before tax from continuing operations subject to these new
regulations will evolve, which will depend on factors such as revenues, costs and currency exchange
rates and, secondly, how the nominal and effective tax rates in the various jurisdictions in which theGroup is present may evolve in 2024.
Note 30. Earnings per share
Basic earnings per share are calculated by dividing the profit for the year attributable to ordinary equity
holders of the parent by the weighted average number of ordinary shares outstanding during the year.

117

Diluted earnings per share are also calculated by adjusting the profit attributable to ordinary equity
holders of the Parent Company and the weighted average number of ordinary shares outstanding by
all the dilutive effects inherent to potential ordinary shares.
Basic and diluted earnings per share for 2023 and 2022 are as follows:
31-12-2023
Profit attributable to the shareholders of the Parent Company (Thousands of euros)

31-12-2022

280,668

259,966

Loss from discontinued activities attributable to the shareholders of the Parent
company (Thousands of euros)--

Weighted average number of ordinary shares outstanding (Thousands of shares)

574,636

574,703

0.49
0.49

0.45
0.45

Basic earnings per share from continuing operations (Euros per share)
Diluted earnings per share from continuing operations (Euros per share)

The calculation of the weighted average number of ordinary shares at December 31, 2023, does notinclude the average number of own shares in of 2023, which amounted to 878 thousand shares(949 thousand shares in 2022).
Note 31. Commitments
The Group is lessee of buildings, warehouses, machinery and vehicles.
The information relating to the lease arrangements at December 31, 2023, and December 31, 2022
was included in the corresponding Notes, by type (Note 11 and Note 23.c.1)).
The commitments acquired by the different Group companies relating to the acquisition of fixed assets
and tools amounted to 663 million euros at December 31, 2023 (430 million euros at December 31,2022). It is foreseeable that these orders will be executed from 2024 to 2027.
The Group has no guarantees granted to third parties. The amount of guarantees received by theGroup from financial institutions and provided to third parties at December 31, 2023, amounts to
278 million euros (182 million euros at December 31, 2022).
On 1 December 2023, a purchase and sale agreement was entered into whereby the Parent Company
undertakes to acquire 30% of the share capital of Gestamp North America, Inc., the closing of thetransaction being subject to obtaining authorisation from the Mexican Federal Economic Competition
Commission. The purchase price of the stake amounts to 25 million dollars.
Note 32. Related party transactions
32.1

Balances and transactions with Related PartiesAt December 31, 2023, and December 31, 2022, the transactions carried out with related parties wereas follows:118Thousands of euros
2023
2022
Receivables / Payables(501,065)(705,551)

Revenue
Sales of goods
Services rendered
Financial income(722,841)(13,027)(124)(1,060,095)(7,391)(291)

Expenses
Purchases
Services received
Financial expenses
Leases Financial expenses

2,361,241
29,68521,882330

2,152,863
41,507
21,125670

Receivable balance: positive / Balance payable: negative

The related parties in the following tables are subsidiaries and associates of the Acek, Desarrolloy Gestión Industrial Group in which the Parent Company does not directly or indirectly own any
ownership interests.
Sales included in the accompanying tables detailing transactions with related parties relate mainly tothe sale of components at December 31, 2023 (sales of by-products and waste at December 31, 2022),
while the most significant purchases relate to the supply of steel and services received for tooling andsteel cutting works.
There are no purchase commitments with related parties that are not related to the Group's own
production activity.
The breakdown of receivables from and payables to related parties at December 31, 2023, wereas follows:

119Company
Related parties
Gonvarri Czech, S.R.O.
Gonvarri Ptos. Siderúrgicos, S.A.
Gonvauto Navarra, S.A.
Total Non-current leases (Note 23.c.1))
Related parties
Gonvarri Czech, S.R.O.
Gonvarri Polska SP, Z.o.o.
Gonvarri Ptos. Siderúrgicos, S.A.
Gonvauto Navarra, S.A.
Total Current leases (Note 23.c.1))
Associates
DJC Recyclage, S.A.R.L.
Total Non-current Loans
Associates
Beta Steel, S.L.
DJC Recyclage, S.A.R.L.
Etem Gestamp Aluminium Extrusions, S.A.
Total Current Loans (Note 12.b.1))
Associates
Etem Gestamp Aluminium Extrusions, S.A.
Total Interest receivable
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Related parties
Fihi Forging Industry, S.L.
Gonvarri I. Centro Servicios, S.L.
Gonvarri Valencia, S.A.
Gonvauto Puebla, S.A. de C.V.
Gonvauto South Carolina Llc.
Gonvauto Thüringen, GMBH
CIE Automotive group
GS Hot-Stamping Co., Ltd.
Other subsidiaries of Gonvarri group
Associates
Beta Steel, S.L.
Etem Gestamp Aluminium Extrusions, S.A.
Gestamp 2020, S.L.
Gestamp Auto Components Sales (Tianjin) Co., Ltd.
Total Trade receivables from related parties (Note 15.a))Related parties
Gonvauto Thüringen, GMBH
Total Debtors, related parties (Note 15.b))Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Total short-term asset suppliers (Note 23.c.2))
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Total long-term asset suppliers (Note 23.c.2))
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Related parties
Gonvarri I. Centro Servicios, S.L.
CIE Automotive group
Total interest payable (Note 23.c.2))

31-12-2023
Thousands of euros(867)(1,485)(253)(2,605)(2,056)
(424)
(162)
(363)
(3,005)
32
32
5
1
5,000
5,006
178
178
1,046
913
7,402
790
4,412
13,766
2,606
28
5
1,301
5
219
4
110,090
142,587330
330(1,525)(1,525)(16,404)(16,404)

Company
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Free Float
Gestamp 2020, S.L.
Others shareholders
Total Dividends payable (Note 23.d))Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Related parties
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
ArcelorMittal Gonvarri Nitra s.r.o.
Elawan Energy
Fihi Forging Industry, S.L.
Gonvarri Argentina, S.A.
Gonvarri Galicia, S.A.
Gonvarri I. Centro Servicios, S.L.
Gonvarri Polska SP, Z.o.o.
Gonvarri Ptos. Siderúrgicos, S.A.
Gonvarri Valencia, S.A.
Gonvauto Asturias, S.L.
Gonvauto Navarra, S.A.
Gonvauto Puebla, S.A. de C.V.
Gonvauto South Carolina Llc.
Gonvauto Thüringen, GMBH
Gonvauto, S.A.
CIE Automotive group
Inmobiliaria Acek, S.L.
Láser Automotive Barcelona, S.L.
Láser Automotive Zaragoza, S.L.
Steel & Alloy, Ltd.
Other subsidiaries of Gonvarri group
Associates
Etem Gestamp Aluminium Extrusions, S.A.
Total Suppliers, related parties (Note 25.a))Related parties
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
Gonvarri Galicia, S.A.
Gonvarri I. Centro Servicios, S.L.
Gonvarri Valencia, S.A.
Gonvauto Asturias, S.L.
Gonvauto Navarra, S.A.
Gonvauto, S.A.
Total Other current borrowings
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Associates
Beta Steel, S.L.
Car Recycling, S.L.
Total Current accountThousands of euros(9,532)(10,336)(20,183)(1,090)(41,141)(1,529)(43,026)(6,434)(2)(738)(4,886)(47,912)(94,887)(45,204)(27,028)(3,164)(2,839)(8,113)(45,608)(20,065)(9,470)(16,235)(3,105)
(149)
(567)
(710)
(11,441)(1,036)(4,594)(398,742)(64,714)(6,608)(88,455)(4,104)(2,153)(8,192)(11,125)(185,351)
500
3
74
577

(881)
(36)
(85)
(1,002)
Total debit/credit balances

120(501,065)

The breakdown of receivables from and payables to related parties at December 31, 2022, were as follows:
Shareholders
Mitsui & Co., Ltd.
Tuyauto, S.A.
Total Current loans (Note 22.c.2))
Related parties
Gonvarri Czech, S.R.O.

Company

Gonvarri Polska SP, Z.o.o.
Gonvauto Navarra, S.A.
Associates
Gestión Global de Matricería, S.L.
Total Non-current leases (Note 22.c.1))
Shareholders
Beijing Hainachuan Automotive Parts Co., Ltd.
Related parties
Gonvarri Czech, S.R.O.
Gonvarri Polska SP, Z.o.o.
Gonvauto Navarra, S.A.
Associates
Gestión Global de Matricería, S.L.
Total Current leases (Note 22.c.1))
Associates
DJC Recyclage, S.A.R.L.
Gestión Global de Matricería, S.L.
Total Non-current Loans (Note 12.a.2))
Shareholders
Ivi Grupo Cosimet, S.L.
Associates
Beta Steel, S.L.
DJC Recyclage, S.A.R.L.
Etem Gestamp Aluminium Extrusions, S.A.
Total Current Loans (Note 12.b.1))
Associates
Etem Gestamp Aluminium Extrusions, S.A.
Gestión Global de Matricería, S.L.
Total Interest receivable
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Related parties
ArcelorMittal Gonvarri Nitra s.r.o.
Autocom Componentes Automotivos do Brasil, Ltda.
Fihi Forging Industry, S.L.
Forjas Iraeta Heavy Industry, S.L.
Gonvarri Argentina, S.A.
Gonvarri I. Centro Servicios, S.L.
Gonvarri Industrial, S.A.
Gonvarri Polska SP, Z.o.o.
Gonvarri Valencia, S.A.
Gonvauto Asturias, S.L.
Gonvauto Navarra, S.A.
Gonvauto Puebla, S.A. de C.V.
Gonvauto South Carolina Llc.
Gonvauto Thüringen, GMBH
Gonvauto, S.A.
GS Hot-Stamping Co., Ltd.
Láser Automotive Barcelona, S.L.
MAR SK, s.r.o.
Nugar, S.A. de C.V.
Road Steel Engineering, S.L.
Severstal Gonvarri Kaluga, LLC
Steel & Alloy, Ltd.
Associates
Beta Steel, S.L.
Etem Gestamp Aluminium Extrusions, S.A.
Gestamp Auto Components Sales (Tianjin) Co., Ltd.
Gestión Global de Matricería, S.L.
GGM Puebla, S.A. de C.V.
Global Laser Araba, S.L.
Ingeniería y Construcción Matrices, S.A.
IxCxT, S.A.
Kunshan Gestool Tooling Manufacturing Co, Ltd
Total Trade receivables from related parties (Note 15.a))Related parties
Gonvauto Thüringen, GMBH
Total Debtors, related parties (Note 15.b))Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Total Short-term asset suppliers (Note 22.c.2))
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Total Long-term asset suppliers (Note 22.c.2))
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Mitsui & Co., Ltd.
Related parties
Autometal, Ltda.
Gonvarri I. Centro Servicios, S.L.
Total Interest payable (Note 22.c.2))

31-12-2022
Thousands of euros(106,492)(1,989)(108,481)(2,916)(423)(586)(3,977)(7,902)(1,871)(1,997)(430)(327)(2,369)(6,994)32
21,40021,432
765
5
54
5,000
5,824
90
299
389
(20)
61
3
929
5
17
627
41
1
779
650
256
1,901
14,884
52
275
5
69
11
524
3
3
46
5
56
32,627
761
5,995
239
7263
2425
19586
90,07967
67(1,431)(1,431)(17,929)(17,929)
(952)
68
(275)
(36)
(1,195)Company
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Free Float
Gestamp 2020, S.L.
Others shareholders
Total Dividends payable (Note 22.d))Thousands of euros(8,306)(9,192)(17,588)(523)(35,609)

Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Trans Sese, S.L.
Related parties
Alurecy, S.A.U
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
ArcelorMittal Gonvarri Nitra s.r.o.
Autocom Componentes Automotivos do Brasil, Ltda.
Autometal, Ltda.
Bill Forge de Mexico, S. de R.L. de C.V.
CIE Celaya, S.A.P.I. de C.V.
CIE Galfor, S.A. U.
CIE Legazpi, S.A. U.
CIE Mecauto, S.A.U.
CIE Metal CZ, s.r.o.
CIE Praga Louny, a.s.
CIE Udalbide, S.A.U.
CIE Unitools Press, a.s
CIE Zdánice, s.r.o.
Componentes de Dirección Recylan, S.L.U
Dexion GmbH
Elawan Energy
Falkenroth Umformtechnik GmbH
Fihi Forging Industry, S.L.
Forjas de Celaya, S.A. de C.V.
Forjas Iraeta Heavy Industry, S.L.
GAT Mexico, S.A. de C.V.
Gesenkschmiede Schneider GmbHGonvarri Argentina, S.A.
Gonvarri Galicia, S.A.
Gonvarri I. Centro Servicios, S.L.
Gonvarri Polska SP, Z.o.o.
Gonvarri Ptos. Siderúrgicos, S.A.
Gonvarri Tarragona, S.L.
Gonvarri Valencia, S.A.
Gonvauto Asturias, S.L.
Gonvauto Navarra, S.A.
Gonvauto Puebla, S.A. de C.V.
Gonvauto South Carolina Llc.
Gonvauto Thüringen, GMBH
Gonvauto, S.A.
Gonvvama, Ltd.
GRI Towers Galicia, S.L.
GRI Towers Sevilla, S.L.
Hierros y Aplanaciones, S.A.
Inmobiliaria Acek, S.L.
Jardim Sistemas Automotivos e Industriais, S.A.
Láser Automotive Barcelona, S.L.
Machine, Tools and Gear, Inc
Mahindra CIE Automotive Ltd.
Maquinados Automotrices y Talleres Industriales de Celaya, S.A. de C.V.
Maquinados de Precisión de México S. de R.L. de C.V.
MAR SK, s.r.o.
Metalúrgica Nakayone, Ltda.
Nugar, S.A. de C.V.
Pintura, Estampado y Montaje, S.A.P.I. de C.V.
Rochester Gear, Inc
Schoneweiss & Co. GmbH
Severstal Gonvarri Kaluga, LLC
Steel & Alloy, Ltd.
Associates
Car Recycling, S.L.
DJC Recyclage, S.A.R.L.
Etem Gestamp Aluminium Extrusions, S.A.
Gestión Global de Matricería, S.L.
GGM Puebla, S.A. de C.V.
Global Laser Araba, S.L.
Ingeniería y Construcción Matrices, S.A.
IxCxT, S.A.
Kunshan Gestool Tooling Manufacturing Co, Ltd
Total Suppliers, related parties (Note 23.a))Related parties
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
Total Other current liabilities
Shareholders
Ivi Grupo Cosimet, S.L.
Associates
Beta Steel, S.L.
Car Recycling, S.L.
Total Current account payable

Total debit/credit balances

121

(867)
(3)
(2)
(6,654)(5,631)
(1)
(25)
(20)
(82)
(328)
(158)
(94)
(555)
(35)
(79)
(356)
(8)
(29)
(127)
(2)
(169)
(1,190)
(105)
(147)
(2)
(443)
(6,219)(63,641)(192,939)(46,338)(31,944)(9)(8,495)(4,280)(16,848)(41,784)(19,466)(16,433)(28,690)
(51)
(92)
(150)
(908)
(131)
(46)
(660)
(45)
55
(25)
(43)
(55)
(226)
(6)
(281)
(7)
(518)
(683)
(5,733)(275)(53)(4,026)(1,339)(2,701)(3,309)(4,820)(1,895)(5,654)(527,875)(116,428)(116,428)
150
3
349
502

(705,551)

The breakdown of transactions with related parties at December 31, 2023, was as follows:
Company
Related parties
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
ArcelorMittal Gonvarri Nitra s.r.o.
ArcelorMittal Gonvarri SSC, S.L.
Gonvarri Argentina, S.A.
Gonvarri Galicia, S.A.
Gonvarri I. Centro Servicios, S.L.
Gonvarri Industrial, S.A.
Gonvarri Polska SP, Z.o.o.
Gonvarri Valencia, S.A.
Gonvauto Asturias, S.L.
Gonvauto Navarra, S.A.
Gonvauto Puebla, S.A. de C.V.
Gonvauto South Carolina Llc.
Gonvauto Thüringen, GMBH
Gonvauto, S.A.
GRI Castings, S.L.
Associates
Etem Gestamp Aluminium Extrusions, S.A.
Gestamp Auto Components Sales (Tianjin) Co., Ltd.
GGM Puebla, S.A. de C.V. (*)
Ingeniería y Construcción Matrices, S.A. (*)
Kunshan Gestool Tooling Manufacturing Co, Ltd (*)
Total Sales
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Gestamp 2020, S.L.
Others shareholders
Related parties
Fihi Forging Industry, S.L.
Gonvarri I. Centro Servicios, S.L.
Gonvauto, S.A.
Gonvvama, Ltd.
CIE Automotive group
Other subsidiaries of Gonvarri group
Associates
Changchun Xuyang Gestamp Auto Components Co. Ltd.
Etem Gestamp Aluminium Extrusions, S.A.
Gestamp Auto Components Sales (Tianjin) Co., Ltd.
Gestión Global de Matricería, S.L. (*)
GGM Puebla, S.A. de C.V. (*)
Global Laser Araba, S.L. (*)
Ingeniería y Construcción Matrices, S.A. (*)
IxCxT, S.A. (*)
Kunshan Gestool Tooling Manufacturing Co, Ltd (*)
Total Services rendered
Associates
Etem Gestamp Aluminium Extrusions, S.A.
Gestión Global de Matricería, S.L. (*)
Global Laser Araba, S.L. (*)
Total Financial income (Note 28.a))Related parties
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
ArcelorMittal Gonvarri Nitra s.r.o.
Fihi Forging Industry, S.L.
Gonvarri Argentina, S.A.
Gonvarri Galicia, S.A.
Gonvarri I. Centro Servicios, S.L.
Gonvarri Polska SP, Z.o.o.
Gonvarri Ptos. Siderúrgicos, S.A.
Gonvarri Valencia, S.A.
Gonvauto Asturias, S.L.
Gonvauto Navarra, S.A.
Gonvauto Puebla, S.A. de C.V.
Gonvauto South Carolina Llc.
Gonvauto Thüringen, GMBH
Gonvauto, S.A.
CIE Automotive group
Hierros y Aplanaciones, S.A.
Steel & Alloy, Ltd.
Other subsidiaries of Gonvarri group
Associates
Etem Gestamp Aluminium Extrusions, S.A.
GGM Puebla, S.A. de C.V. (*)
Global Laser Araba, S.L. (*)
Ingeniería y Construcción Matrices, S.A. (*)
Kunshan Gestool Tooling Manufacturing Co, Ltd (*)
Total Purchases

31-12-2023
Thousands of euros
Company
Shareholders(8,749)Acek Desarrollo y Gestión Industrial, S.L.
(25)
Beijing Hainachuan Automotive Parts Co., Ltd.
(3)
Related parties
3
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
(6)
ArcelorMittal Gonvarri Nitra s.r.o.
(1,425)
Gonvarri Argentina, S.A.
(72)
Gonvarri Czech, S.R.O.
(12)
Gonvarri Galicia, S.A.
(1,547)
Gonvarri I. Centro Servicios, S.L.
(3,201)
Gonvarri Polska SP, Z.o.o.
(2,896)
Gonvarri Ptos. Siderúrgicos, S.A.
(17,136)
Gonvauto Navarra, S.A.
(210,214)
Gonvauto Puebla, S.A. de C.V.
(534)
Gonvauto South Carolina Llc.
(2,707)
Gonvauto Thüringen, GMBH
(137)
Gonvauto, S.A.
Gonvvama, Ltd.
(15)
CIE Automotive group(473,983)
Inmobiliaria Acek, S.L.
(94)
Láser Automotive Barcelona, S.L.
(21)
Láser Automotive Valencia, S.L.
(67)
Láser Automotive Zaragoza, S.L.
(722,841)
Associates
Etem Gestamp Aluminium Extrusions, S.A.
(915)
Gestión Global de Matricería, S.L. (*)(4)
GGM Puebla, S.A. de C.V. (*)(1)
Global Laser Araba, S.L. (*)
Ingeniería y Construcción Matrices, S.A. (*)(3,693)IxCxT, S.A. (*)(1,537)
Kunshan Gestool Tooling Manufacturing Co, Ltd (*)(1,196)Otros(2,219)Fundación Gestamp(244)
Total Services received(1,286)
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
(13)
Mitsui & Co., Ltd.
(301)
Tuyauto, S.A.
(927)
Related parties(13)
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
(151)
Gonvarri Argentina, S.A.
(70)
Gonvarri Galicia, S.A.
(110)
Gonvarri I. Centro Servicios, S.L.
(239)
Gonvarri Ptos. Siderúrgicos, S.A.
(108)
Gonvarri Valencia, S.A.
(13,027)
Gonvauto Asturias, S.L.
Gonvauto Navarra, S.A.
(88)
Gonvauto Puebla, S.A. de C.V.
(35)
Gonvauto, S.A.
(1)
Láser Automotive Barcelona, S.L.
(124)
Láser Automotive Valencia, S.L.
Láser Automotive Zaragoza, S.L.
253,685
Total Financial expenses (Note 28.b))
31,658
Shareholders
5,099
Beijing Hainachuan Automotive Parts Co., Ltd.
29,995
Related parties
158,528
Gonvarri Czech, S.R.O.
518,432
Gonvarri Polska SP, Z.o.o.
206,531
Gonvarri Ptos. Siderúrgicos, S.A.
73,246
Gonvauto Navarra, S.A.
31,423
Total Leases financial expenses (Note 28.b))
15,00749,048203,860
258,958
195,073
79,571
88,255
3,327
110,557
2,259

Thousands of euros
9,284
880
56
60
2
41
6
90
103
3
57
41
958
2,615
357
211
55
1,078
2,160
374
2,743
2,257
362
1,304
1,991
737
567
293
1,000
29,685
1,199
7,354
80
10,814
93
589
1,091
43
62
34
113
211
186
5
1
7
21,882
20
121
22
115
52
330

45,956724
1
4
44
2,361,241(*) The amounts correspond to the balances of the transactions generated with the different companies before the businesscombinations occurred.

122

The breakdown of transactions with related parties at December 31, 2022, was as follows:
Company

Related Parties
ArcelorMittal Gonvarri Nitra s.r.o.
Fihi Forging Industry, S.L.
GES Recycling, Ltd.
Ges Recycling South Carolina, LLC
Gescrap Autometal Comercio de Sucatas, S.A.
Gescrap Aragón, S.L.
Gescrap Autometal Mexico Servicios, S.A. de C.V.
Gescrap Autometal Mexico, S.A. de C.V.
Gescrap Catalunya, S.L.
Gescrap Centro, S.L.
Gescrap Czech, S.R.O.
Gescrap France, S.A.R.L.
Gescrap GmbH
Gescrap Hungary, Kft.
Gescrap India Private Limited
Gescrap Navarra, S.L.
Gescrap Noroeste, S.L.
Gescrap Polska Sp. Z.o.o.
Gescrap Romania, S.R.L.
Gescrap S.L.
Gescrap Slovakia, s.r.o.
Gonvarri Argentina, S.A.
Gonvarri Galicia, S.A.
Gonvarri I. Centro Servicios, S.L.
Gonvarri Valencia, S.A.
Gonvauto Asturias, S.L.
Gonvauto Navarra, S.A.
Gonvauto Puebla, S.A. de C.V.
Gonvauto South Carolina Llc.
Gonvauto Thüringen, GMBH
Gonvauto, S.A.
Láser Automotive Barcelona, S.L.
Lusoscrap, Lda
Recuperaciones Medioambientales Industriales, S.L.
Steel & Alloy, Ltd.
Associates
Etem Gestamp Aluminium Extrusions, S.A.
Gestamp Auto Components Sales (Tianjin) Co., Ltd.
GGM Puebla, S.A. de C.V.
Ingeniería y Construcción Matrices, S.A.
Kunshan Gestool Tooling Manufacturing Co, Ltd
Total Sales
Shareholders
Acek Desarrollo y Gestión Industrial, S.L.
Others shareholders
Related Parties
ArcelorMittal Gonvarri Nitra s.r.o.
Ges Recycling South Carolina, LLC
Gescrap Aragón, S.L.
Gescrap Autometal Mexico, S.A. de C.V.
Gescrap France, S.A.R.L.
Gescrap GmbH
Gescrap Hungary, Kft.
Gescrap Polska Sp. Z.o.o.
Gescrap S.L.
Gescrap Slovakia, s.r.o.
Gonvarri I. Centro Servicios, S.L.
Gonvarri Industrial, S.A.
Gonvarri Polska SP, Z.o.o.
Gonvarri Ptos. Siderúrgicos, S.A.
Gonvauto Puebla, S.A. de C.V.
Gonvauto Thüringen, GMBH
Gonvvama, Ltd.
GRI Renewable industries, S.L.
Inmobiliaria Acek, S.L.
Risteel Corporation B.V.
Road Steel Engineering, S.L.
Associates
Etem Gestamp Aluminium Extrusions, S.A.
Gestamp Auto Components Sales (Tianjin) Co., Ltd.
Gestión Global de Matricería, S.L.
GGM Puebla, S.A. de C.V.
Global Laser Araba, S.L.
Ingeniería y Construcción Matrices, S.A.
IxCxT, S.A.
Kunshan Gestool Tooling Manufacturing Co, Ltd
Total Services Rendered
Associates
Etem Gestamp Aluminium Extrusions, S.A.
Gestión Global de Matricería, S.L.
Total financial Income (Note 28.a))31-12-2022
Thousands of euros
Company
Shareholders(3)
Tuyauto, S.A.
(639)
Related Parties(20,114)
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
(82,758)
ArcelorMittal Gonvarri Nitra s.r.o.
(27,470)
Dongguan Gonvarri Center, LTD.
(2,423)
Gescrap Autometal Comercio de Sucatas, S.A.
(4,876)
Gonvarri Argentina, S.A.
(21,274)
Gonvarri Galicia, S.A.
(59)
Gonvarri I. Centro Servicios, S.L.
(6,073)
Gonvarri Industrial, S.A.
(2,134)
Gonvarri Polska SP, Z.o.o.
(28,691)
Gonvarri Ptos. Siderúrgicos, S.A.
(42,894)
Gonvarri Valencia, S.A.
(4,422)
Gonvauto Asturias, S.L.
(20,044)
Gonvauto Navarra, S.A.
(9,286)
Gonvauto Puebla, S.A. de C.V.
(213)
Gonvauto South Carolina Llc.
(23,799)
Gonvauto Thüringen, GMBH
(5,641)
Gonvauto, S.A.
(41,933)
Láser Automotive Barcelona, S.L.
(3,169)Severstal Gonvarri Kaluga, LLC(60)
Steel & Alloy, Ltd.
(35)
Associates(1,798)Etem Gestamp Aluminium Extrusions, S.A.
(935)
Gestión Global de Matricería, S.L.
(2,168)GGM Puebla, S.A. de C.V.
(4,281)
Global Laser Araba, S.L.
(10,582)
Kunshan Gestool Tooling Manufacturing Co, Ltd(232,494)
Total Purchases(143)
Shareholders(3,413)
Acek Desarrollo y Gestión Industrial, S.L.
(192)
Beijing Hainachuan Automotive Parts Co., Ltd.
(864)
Related Parties(8)
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
(68)
Dongguan Gonvarri Center, LTD.
Ges Recycling Limited(2)
Gescrap - Autometal Comercio de Sucatas, S/A(450,519)
Gescrap Autometal Mexico, S.A. de C.V.
(98)
Gescrap GmbH
(129)
Gescrap Hungary, KFT(4,391)
Gescrap Navarra, S.L.
(1,060,095)
Gescrap Slovakia, s.r.o.
Gonvarri Argentina, S.A.
(98)
Gonvarri Czech, S.R.O.
(5)
Gonvarri Galicia, S.A.
Gonvarri I. Centro Servicios, S.L.
(112)
Gonvarri Polska SP, Z.o.o.
(2)
Gonvarri Ptos. Siderúrgicos, S.A.
(1)
Gonvarri Valencia, S.A.
(463)
Gonvauto Asturias, S.L.
(9)
Gonvauto Navarra, S.A.
(2)
Gonvauto Puebla, S.A. de C.V.
(5)
Gonvauto South Carolina Llc.
(118)
Gonvauto Thüringen, GMBH
(9)
Gonvauto, S.A.
(286)
Gonvvama, Ltd.
60
Inmobiliaria Acek, S.L.
(179)
Láser Automotive Barcelona, S.L.
(8)
Severstal Gonvarri Kaluga, LLC(40)
Steel & Alloy, Ltd.
(14)
Associates
39
Etem Gestamp Aluminium Extrusions, S.A.
(2,170)
Gestión Global de Matricería, S.L.
(140)
GGM Puebla, S.A. de C.V.
(1)
Global Laser Araba, S.L.
(12)
Ingeniería y Construcción Matrices, S.A.
(29)
IxCxT, S.A.
Kunshan Gestool Tooling Manufacturing Co, Ltd(87)
Total Servicios Received(511)
Shareholders(17)
Acek Desarrollo y Gestión Industrial, S.L.
(860)
JSC Karelsky Okatysh(252)
Mitsui & Co., Ltd.
(327)
Tuyauto, S.A.
(1,092)
Related Parties(641)
ArcelorMittal Gonvarri Brasil Ptos. Siderúrgicos, S.A.
(7,391)
Gonvarri Argentina, S.A.
Gonvarri Galicia, S.A.
(76)
Gonvarri I. Centro Servicios, S.L.
(215)
Gonvarri Ptos. Siderúrgicos, S.A.
(291)
Gonvarri Valencia, S.A.
Gonvauto Asturias, S.L.
Gonvauto Navarra, S.A.
Gonvauto Puebla, S.A. de C.V.
Gonvauto, S.A.
Láser Automotive Barcelona, S.L.
Total Financial expenses (Note 28.b))Shareholders
Beijing Hainachuan Automotive Parts Co., Ltd.
Related Parties
Gonvarri Czech, S.R.O.
Gonvarri Polska SP, Z.o.o.
Gonvauto Navarra, S.A.
Associates
Gestión Global de Matricería, S.L.
Total Leases Financial expenses (Note 28.b))123

Thousands of euros
193
249,502
21,8733,189
23
45,450139,876496,500
371
165,966
71,204
23,64914,80039,847
175,292
295,899
177,769
61,151
298
14,427105,207
45,069
950
1,616
1,051
1,691
2,152,863
7,348
3,482
43
200
16
23
9
141
2
10
2,756
129
258
2
79
63
259
4
(9)
(362)
7
458
49
27
222
1,191
2,160
1
2
1,888
1,450
5,101
6,043
3,357
2,423
2,675
41,507
1,291
76
4,166
18
13,966
139
335
760
30
29
25
69
111
106
4
21,125
104
184
36
71
275
670

32.2

Board of Directors' remuneration

Gestamp Automoción, S.A. received 330 thousand euros in 2023 and 352 thousand euros in 2022,
for all remuneration items as a member of the Board of Directors of certain Group subsidiaries.
The breakdown of the total remuneration received by the members of the Board of Directors of the
Parent Company is as follows:
Thousands of euros
2023 Year

Non-Executive Directors
Mr. Alberto Rodríguez Fraile
Mrs. Ana García Fau
Mr. César Cernuda
Mr. Pedro Sainz de Baranda
Mr. Javier Rodríguez Pellitero
Mrs. Concepción Rivero Bermejo
Mr. Juan María Riberas Mera
Mr. Gonzalo Urquijo Fernández de Araoz
Mr. Norimichi Hatayama
Mrs. Chisato Eiki
Mrs. Loreto Ordoñez
TOTAL

125.00125.00125.00105.00105.00105.00105.00105.0085.00
105.00105.001,195.00

Executive Directors
Mr. Francisco José Riberas Mera
Mr. Francisco López Peña (*)

1,044.65
3,477.34

TOTAL

4,521.99(From January 1, 2023 to December 31, 2023)(*) On 31 December 2023, the service contract between the Director Mr. Francisco López Peña and the Company ended, and he ceased tohold the category of "executive" and was classified as a "proprietary" Director as from that date.

The amount of the loans granted to the members of the Parent's Board of Directors at December 31,
2023, and December 31, 2022 totals 2,004 thousand euros and 3,631 thousand euros, respectively,
including principal plus outstanding interest, and were granted in 2016 for the purchase of shares in
the Parent from ACEK Desarrollo y Gestión Industrial, S.L. (see Note 12.a.2)).
32.3

Senior Management's Remuneration

The total remuneration accrued for all items to members of the Management Committee, excluding
Executive Directors, amounted to 6,016 thousand euros in 2023 (6,514 thousand euros in 2022), whichis recognised under "Personnel expenses" in the accompanying Consolidated Income Statement.
The amount for 2023 and 2022 includes life insurance premiums of 32 thousand euros and 29 thousand
euros, respectively.
The total amount of the loans granted to the members of the Management Committee at December 31,
2023, and December 31, 2022, excluding those who are members of the Board of Directors, which are
already included in Note 32.2, amount to 3,070 thousand euros and 8,481 thousand euros, respectively.
This includes principal plus outstanding interest, and they were granted in 2016 for the purchase ofshares of the Parent Company from ACEK Desarrollo y Gestión Industrial, S.L. (Note 12.a.2)).

124

Note 33. Other disclosures
33.1

Auditors' fees

The fees accrued during the 2023 and 2022 financial years for the auditors are as follows:
Thousands of euros

2023
Services provided by theServices Provided byauditor and related
Other Audit Firms
companies

Audit services
Other services related with theaudit of the accounts
Other Services
Total honorarios

2022

Total

Services provided by theauditor and relatedcompanies

Services Provided by
Other Audit Firms

Total

4,332

746

5,078

4,506

189

4,695

781
750
5,863

746

781
750
6,609

738
747
5,991

189

738
747
6,180

Services other than auditing correspond mainly to collaboration in tax matters and due diligence incompany acquisitions.
33.2

Environmental matters

Total investments in systems, equipment and facilities relating to environmental protection andimprovement had a gross value of 6,918 thousand euros at 2023 year-end, with accumulated
depreciation of 3,338 thousand euros, while at 2022 year-end, such investments amounted to
5,046 thousand euros, with accumulated depreciation of 3,470 thousand euros.
Environmental protection and improvement expenses incurred in 2023 amounted to 2,295 thousand
euros, while in 2022, they amounted to 1,965 thousand euros.
The accompanying Consolidated Balance Sheet does not include any provisions for environmental
risks, since the Parent Company's directors consider that future obligations to be settled, arising fromprocedures of companies forming the Group to prevent, reduce or repair environmental damage, did
not exist at year-end or that, if they existed, they would not be material. Likewise, no environmental
grants were received at year-end.
In 2020, Gestamp announced 2030 emission reduction targets validated by SBTi: 30% reduction of
Scope 1 and 2 emissions and 22% reduction of Scope 3 (base year 2018). Due to regulatory changes
and customer requirements in 2022 Gestamp decided to increase the level of ambition with respect
to scope 1 and 2 emission reductions and will be updated in 2024.
The Gestamp Group's climate neutrality objectives:-

It will be scope 2 neutral by 2030.
It will be neutral in scope 1 and scope 2 by 2045.
It will be carbon neutral in scope 1, 2 and 3 by 2050 globally.

During 2023, the Group worked on its Climate Change strategy in line with regulatory requirements suchas the European climate neutrality target for 2050 and the emission reduction targets of its customers.

125

To define this strategy:
 a multidisciplinary working group has been created, led by ESG management, with theparticipation of the Environment, Purchasing, Energy Efficiency, Commercial and Operations
departments.
 the neutrality targets and time horizons of car manufacturers and their requirements on
greenhouse gas reductions in production processes have been analysed.
 the most intensive sources of emissions have been analysed in depth for all production plants,
both by type of installation and by type of fuel.
 the feasibility of establishing emission reduction measures for the 3 scopes over time has been
analysed both technically and economically.
These measures entail a reduction in emissions through energy efficiency, increased renewable energy
procurement and new R&D developments, and have therefore not had a significant impact on theaccounting records nor a significant change in the estimates made by management in previous years.
The useful life of the PP&E will not be affected by this commitment as they are not expected to be
replaced in advance, as they can generally be powered by electricity from renewable sources. In thisrespect, the Group is now increasing its commitment to purchase renewable energy. No new
indications of impairment have been detected as a result of the commitment made in view of theGroup's operational expectations. Reasonably possible changes to the absolute emission reduction
commitment would not have a material impact on the estimates of the value in use of the CGUs subject
to the impairment test detailed in Notes 5 and 6.
Stocks of raw materials and finished products have a very low turnover due to the "just in time"
production models, which limits their deterioration due to foreseeable changes in the trend of the typeof vehicle of the end customers. In addition, the Group's business lines, Body-in-White, Chassis andmechanisms, do not have to be adapted to the type of energy used by the vehicle.
At the date of these financial statements, the Group had no implicit or contractual obligation giving
rise to an environmental provision.
Note 34. Financial risk management
The Group uses the review of business plans, the study of the relationship between exposure and thepresent value of the cash flows arising from an investment, and the accounting vision that allows theassessment of the state and development of the different risk situations for financial risk management.
34.1

Financial risk factors

In compliance with prevailing legislation, below is a description of the main financial risks to which theGroup is exposed: Market risko Exchange rate risko Interest rate risk
 Liquidity risk
 Credit risk
 Commodity price risk

126

Exchange rate risk
The exchange rate risk mainly arises from: (i) the Group's international diversification, which leads it
to invest and obtain income, results and cash flows in currencies other than the euro, (ii) payables incurrencies other than those of the countries in which the companies are located that have taken thedebt and (iii) accounts receivable or payable in foreign currency from the standpoint of the company
recognising the transaction.
The fluctuation in the exchange rate of the currency in which a given transaction is carried out against
the accounting currency may have a negative or positive impact on profit or loss and equity.
The Group operates in the following currencies:
Euro
Argentine peso
Swedish crown
Turkish lira
Chinese renminbi
Japanese yen
Taiwanese dollar

US dollar
Brazilian real
Polish zloty
Indian rupee
Russian rouble
Thai Baht
Moroccan dirham

Mexican peso
Pound sterling
Hungarian forint
Korean won
Czech crown
Romanian leu
Bulgarian lev

To manage exchange rate risk, the Group uses (or evaluates the possibility of using) a series of financial
instruments, basically (Note 23.b.1)):
A. Foreign currency forward contracts: These arrangements lock in the price at which an entity
can buy or sell a currency on a set date; the timing can be adjusted to align the transactions
with the hedged cash flows.
B. Options: The objective is to seek to protect against the negative impact of any exchange rate
exposure, or any price ranges, or to fix a maximum or minimum exchange rate (collar or tunnel)
on the date of settlement, or structures with a minimum cost or even zero (by renouncing
benefits in different scenarios in exchange for achieving protection in other scenarios).
In some of the sales contracts in some countries, prices are partially adjusted according to theexchange rate, with different formulas, which offers some protection against devaluations.
The Group maintains debt in foreign currencies to reduce the sensitivity of the Net Financial
Debt/EBITDA ratio to exchange rate fluctuations, and to partially offset possible losses in the value of
assets due to exchange rate fluctuations, with savings in the value of liabilities.
The sensitivity of results and of equity to the changes in the exchange rates of the currencies in which
the Group operates with respect to the euro are detailed below.

127

The sensitivity of results to the changes in the exchange rates of currencies for 2023 and 2022 is
as follows:

IMPACT IN ABSOLUTE TERMS

Currency
Swedish crown
US dollar
Hungarian forint
GB poundMexican peso
Brazilian real
Chinese yuan
Indian rupee
Turkish liraArgentine peso
Russian ruble
Korean won
Polish zloty
Czech crownJapanese yen
Thai baht
Romanian leu
Moroccan dirham
Taiwanese dollar
Bulgarian Lev

PROFIT ATTRIBUTABLE TO EQUITYHOLDERS OF PARENT COMPANY
IMPACT IN RELATIVE TERMSIMPACT IN ABSOLUTE TERMS

Currency
Swedish crown
US dollar
Hungarian forint
GB poundMexican peso
Brazilian real
Chinese yuan
Indian rupee
Turkish liraArgentine peso
Russian ruble
Korean won
Polish zloty
Czech crownJapanese yen
Thai baht
Romanian leu
Moroccan dirham
Taiwanese dollar
Bulgarian Lev

PROFIT ATTRIBUTABLE TO EQUITYHOLDERS OF PARENT COMPANY
IMPACT IN RELATIVE TERMS

128

2023
IMPACT ON PROFIT
5% Fluctuation -5% Fluctuation
2,667(2,667)(3,302)
3,302
(78)
78
(1,004)
1,004
190
(190)
1,390
(1,390)3,665(3,665)
214
(214)
678
(678)
(587)
587
292
(292)
127
(127)
2,502
(2,502)
(488)
488
(38)
38
25
(25)
124
(124)
394
(394)
(1)
1
114
(114)
6,884
(6,884)

280,668

280,668

2.45%-2.45%

2022
IMPACT ON PROFIT
5% Fluctuation -5% Fluctuation
1,803(1,803)(2,719)
2,719
299
(299)
(1,590)1,590
1,198(1,198)1,046(1,046)2,359(2,359)
172
(172)
1,429
(1,429)(195)
195(1,582)
1,582
263
(263)
1,813
(1,813)
102
(102)
(473)
473
38
(38)
112
(112)
73
(73)
(4)
4
32
(32)
4,176
(4,176)259,966

259,966

1.61%-1.61%

The sensitivity of equity to the changes in the exchange rates of currencies for 2023 and 2022 is
as follows:

Currency
Swedish crown
US dollar
Hungarian forint
GB poundMexican peso
Brazilian real
Chinese yuan
Indian rupee
Turkish liraArgentine peso
Russian ruble
Korean won
Polish zloty
Czech crownJapanese yen
Thai baht
Romanian leu
Moroccan dirham
Taiwanese dollar
Bulgarian Lev
IMPACT IN ABSOLUTE TERMS

2023
IMPACT ON EQUITY
5% Fluctuation -5% Fluctuation
(325)
325
(14,567)
14,567(4,057)
4,057
3,067(3,067)
11,163(11,163)
4,335(4,335)28,298(28,298)
2,659(2,659)2,560(2,560)(4,881)
4,881(7,401)
7,401
3,922(3,922)
9,406(9,406)(1,957)
1,957(1,393)
1,393
93
(93)
412
(412)
210
(210)
(106)
106
593
(593)
32,031(32,031)

EQUITYIMPACT IN RELATIVE TERMS

Currency
Swedish crown
US dollar
Hungarian forint
GB poundMexican peso
Brazilian real
Chinese yuan
Indian rupee
Turkish liraArgentine peso
Russian ruble
Korean won
Polish zloty
Czech crownJapanese yen
Thai baht
Romanian leu
Moroccan dirham
Taiwanese dollar
Bulgarian Lev
IMPACT IN ABSOLUTE TERMS

2,861,368

2,861,368

1.12%-1.12%

2022
IMPACT ON EQUITY
5% Fluctuation -5% Fluctuation(1,769)1,769(9,786)
9,786(4,043)
4,043
3,974(3,974)
6,799(6,799)2,836(2,836)
26,760(26,760)
3,001(3,001)
5,378(5,378)(2,831)
2,831(6,303)6,303
3,871(3,871)
5,970(5,970)(1,325)
1,325(1,312)
1,312
99
(99)
208
(208)
65
(65)
(49)
49
540
(540)
32,083(32,083)

EQUITYIMPACT IN RELATIVE TERMS

129

2,757,907

2,757,907

1.16%-1.16%

The foregoing amounts were calculated by increasing or decreasing by 5% the exchange rates applied
to convert to euros both the income statements of the subsidiaries and their equity.
Also, in 2023, consolidated equity was reduced further by 71 million euros, due to the variation intranslation differences, mainly as a result of investments outside the eurozone.
Interest rate risk
The Group’s borrowings mainly bear interest at floating rates, exposing it to risk from fluctuations inmarket interest rates, so that index fluctuations affect cash flows and how they are reflected in the
Financial expenses. The Group mitigates this risk by using interest rate derivative financial instruments,
mainly swaps, by which it converts the floating rate on a loan into a fixed rate. It may swap the rate ona portion of the loan or on the entire loan, and for its entire duration or a part thereof (Note 23.b.1)).
The Group’s borrowings accrue a floating rate indexed to the Euribor, Dollar Libor and other foreignexchange interbank indexes. Conversely, the bonds issued by the Group in April 2018 accrue a fixedinterest rate.
The Group´s financial debt accrues both a floating and a fixed rate as a consequence of seeking
a balance in the financial expenses, adapting them to the economic cycle, the interest rate (short andlong-term) and their foreseeable development and the financing alternatives (especially the terms,
costs and depreciation). It is also influenced by the changes in debt, which leads to using the facilities
and performing repayments dynamically, based on the agreement facilities.
If in 2023, the average benchmark interest rate on financial debt denominated in euros had varied by
50 bps, maintaining the remaining variables constant, financial profit would have been modified by
9,489 thousand euros.
If in 2022, the average benchmark interest rate on financial debt denominated in euros had varied by
50 bps, maintaining the remaining variables constant, financial profit would have been modified by
13,572 thousand euros.
Liquidity risk
Liquidity risk is evaluated as the risk that the Group will not be able to service its payment
commitments as a result of adverse conditions in the debt and/or equity markets that prevent orhinder its capital raising efforts or cash liquidity needs exceeding those budgeted.
The Group manages liquidity risk looking for cash availability to cover its cash needs and debt maturity
for a period of 12 months, thereby avoiding the need to raise funds on disadvantageous terms to covershort-term needs. The available liquidity comprises cash and cash equivalents and undrawn credit
lines, according to the consolidated balance sheet, without adjusting them proportionally by theshareholdings, or by resources in subsidiaries subject to administrative authorisation.
As at December 31, 2023, cash and cash equivalents amounted to 1,176.8 million euros, current
financial investments amounted to 149.7 million euros, undrawn credit facilities amounted to437.9 million euros and the undrawn Revolving Credit Facility amounted to 500 million euros, bringing
the total amount of cash and cash equivalents to 2,264.4 million euros (Note 4.4) (2.589 million euros
at December 31, 2022). Also, financial debt maturing under 12 months amounts to 689.8 million euros.

130As at December 31, 2023, cash flows from operating activities were positive in the amount of
1,163.1 million euros, which, compared to cash flows from investing activities (excluding the sale andpurchase of companies), which were negative in the amount of 903.1 million euros, represents anexcess of positive cash flows in the amount of 260 million euros (positive in the amount of 338.3 million
euros at December 31, 2022).
Liquidity risk management in the next 12 months is complemented with the management of the debt
maturity profile, seeking an appropriate average maturity and refinancing in advance the short-term
maturities, especially in the first three years. At December 31, 2023, the average life of the Group's
net financial debt was 4.25 years (estimated considering the use of cash and long-term credit lines torepay shorter term debt) (2.53 years at December 31, 2022).
Working capital can be defined as the permanent financial resources that finance the company's
current activities, that is, the portion of current assets financed with long-term funds. At December 31,
2023, negative working capital amounts to 25 million euros. This is the difference between the longterm financial debt (2,695 million euros) plus equity (2,861 million euros), less net fixed assets,
excluding deferred tax assets (5,581 million euros). This amount exceeded the working capital related
to the EBITDA, amounting to -285 million euros at December 31, 2023 (-136 million euros at December
31, 2022).
Credit risk
Credit risk is concentrated primarily in the Group's accounts receivable, which have a high credit rating.
Each business unit manages its credit risk according to policies, procedures and controls determinedby the Group regarding credit risk management of customers.
At each closing date, the Group companies analyse on the basis of real historical data the balances ofeach major client individually in order to determine the need for provisions or impairment.
The Group has no guarantee on debts and has concluded that the risk concentration is low given thatits customers belong to distinct jurisdictions and operate in highly independent markets.
The credit risk with banks is managed by the treasury department of the Group according to Group policies.
Investments of excess funds are only made with authorised counterparties and always within the credit
limits assigned to such counterparties.
The limits are established in order to minimise risk concentration, thereby mitigating financial losses
in the event of a default by the counterparty.
The maximum exposure of the Group to credit risk at December 31, 2023, and December 31, 2022, are thecarrying amounts, as shown in Note 15, except for financial guarantees and derivative financial instruments.
The net Credit Valuation Adjustment by counterparty (CVA + DVA) is the method used to value thecredit risk of the counterparties and the Parent Company in calculating the fair value of derivative
financial instruments. This adjustment reflects the possibility of bankruptcy or impairment of the credit
quality of the counterparty and the Parent Company. The simplified formula corresponds to the
expected exposure multiplied by the possibility of bankruptcy and by the expected loss in case of nonpayment. For calculating such variables the Parent Company uses market references.

131

Commodity price risk
Steel, followed by aluminium, is the main commodity used in the business.
In 2023, 60.43% of the steel and 86.64% of the aluminium had been purchased through "re-sale"programs with customers (60.2% of steel and 82.7% of aluminium in 2022), whereby the car
manufacturer periodically negotiates with the steel maker the price of the steel and aluminium that
the Group uses for the production of automotive components. The selling price of the end product tothe customer is directly adjusted by any fluctuations in aluminium and steel prices.
In the case of products that use aluminium and steel purchased outside the "re-sale" method, a part ofthe customers adjust the prices of Group products, taking as a base the fluctuations in steel prices thatthe customers agree with the iron and steel industry, others adjust the prices based on public indexes andwith others, negotiations are held upon the initiative of the parties. Historically, the Group has negotiatedits steel purchase agreements with the iron and steel manufacturers to ensure suitable conditions.
34.2

Hedge accounting

For the purpose of hedge accounting, the Group classifies its hedges as: Fair value hedges when hedging the exposure to changes in the market value, due to a specificrisk, of an asset or liability previously recognised in the Consolidated Balance Sheet, or of a firm
commitment.
 Cash flow hedges when hedging exposure to fluctuations in cash flows that are either
attributable to a particular risk associated with an asset or liability previously recognised in theConsolidated Balance Sheet, or to a highly probable forecast transaction.
 Hedges of a net investment in a foreign operation when hedging exposure to variability inexchange rates relative to a net investment in a foreign operation.
Such derivative financial instruments are initially recognised in the Consolidated Balance Sheet atacquisition cost and are subsequently valued in each period at fair value. Changes in fair value arenormally accounted for in keeping with specific hedge accounting criteria.
The accounting for these instruments is carried out as follows: Fair value hedges: changes in the fair value of both the hedging instrument and the hedged
item, in both instances attributable to the risk hedged, are recognised in the Consolidated
Income Statement.
 Cash flow hedges: changes in the fair value of the hedging instrument attributable to the riskhedged, as long as the hedge is effective, are recognised in Retained earnings under Equity.
The cumulative amount of Retained earnings are transferred to the Consolidated Income
Statement when the hedged cash flows affect profit or loss.
 Hedges of a net investment in a foreign operation: its operating account is similar to thehedging of cash flows and the account used to include the changes in the value of the hedge
instrument in the Consolidated Balance Sheet is the Translation differences account. The
cumulative amount of the measurement in Translation differences is transferred to results,
provided that the investment abroad that has generated such differences is disposed of.

132

34.3

Fair value of financial instruments

The fair value of financial instruments is determined as follows: The fair value of financial instruments that are actively traded in organised financial markets
is determined by reference to quoted market prices.
 Where there is no active market, fair value is determined using cash flow analysis discounted
at market discount rates and based on market assumptions at the time of the estimate. In
relation to options, fair value is determined using implied volatility in market participants'
quoted prices.
Non-current financial assets
There is no difference between the fair value and carrying amount of non-current loans granted since
they all accrue interest at floating rates.
Equity investments in other companies are included in the Consolidated Balance Sheet at fair value
when they can be valued reliably. Since it is usually not possible to measure the fair value ofshareholdings in unlisted companies reliably, these investments are valued at acquisition cost or lower
if there is evidence of impairment.
Changes in fair value, net of the related tax effect, are recognised with a charge or credit, as
appropriate, to "Retained earnings" within Equity until these investments are sold, at which time thecumulative amount recognised in Equity is allocated in full to the Consolidated Income Statement. If
fair value is lower than acquisition cost, the difference is recognised directly in equity, unless the asset
is determined to be impaired, in which case it is recognised in the Consolidated Income Statement.
Trade receivables
For receivables due in less than one year, the Group considers the carrying amount a reasonableapproximation of fair value.
Current financial assets
There is no difference between the fair value and carrying amount of short-term loans granted since
they all accrue interest at market rates.
For other current financial assets, as their maturity is near the financial year end, the Group considers
their carrying amounts a reasonable approximation of fair value.
Interest-bearing loans and borrowings
For current and non-current bank borrowings there is no difference between fair value and carrying
amount since all these borrowings carry interest at market rates.
Trade and other accounts payables
The Group considers the carrying amount of the items recorded in this Consolidated Balance Sheetheading to be an adequate approximation of fair value.

133

Fair values of financial instruments
The fair values of current and non-current financial assets and liabilities do not differ significantly fromtheir respective carrying amounts.
The Group uses the following sequence of three levels, based on the relevance of the variables used,
to measure the fair value of its financial instruments:
Level 1: Unadjusted quoted price for identical assets or liabilities in active markets.



Level 2: Variables which are observably different from the prices quoted in Level 1, either
directly (price), or indirectly (derived from the price).

Level 3: Variables which are not based on observable market data (non-observable variables).

The classification of financial assets recognised in the Consolidated Balance Sheet at fair value, in linewith the methodology for calculating such fair value, was as follows:2023
Financial assets measured at fair value
Financial derivative hedging instruments (Note 12.a.3))
Total

Level 1--Thousands of euros
Level 2
2023
2022

2022

-

-

103,572
103,572

130,849
130,849

2023-

Level 3

-

2022

-

-

The classification of financial liabilities recognised in the Consolidated Financial Statements at fairvalue, in line with the methodology for calculating such fair value, was as follows:2023

Financial derivative hedging instruments
Total Financial derivative instruments (Note 23.b.1))
Defined benefit plans (Note 22.b))
Total

34.4

Level 1

77,127
77,1272022

71,56371,563Thousands of euros
Level 2
2023
2022

63,33063,33063,33011,447
11,447
11,447

2023

Level 3

-

2022

-

-

Capital risk management

The objective of the Group’s capital management is to protect its ability to continue as a going concern,
upholding the commitment to remain solvent and looking for a high shareholder value forshareholdings.
The Group monitors its capital structure based on its leverage ratio. It defines leverage as net financial
debt (financial borrowings, finance lease payables, borrowing from related parties and other financial
liabilities less short-term financial investments and cash and cash equivalents) divided by total equity(consolidated equity plus grants pending release to the income statement). At December 31, 2023, thisratio is 0.7 (0.8 at December 31, 2022).
The Net Financial Debt/EBITDA ratio (last 12 months) is mainly used to monitor solvency, whichamounted to 1.5 at December 31, 2023 (1.8 at December 31, 2022).

134

Gestamp Automoción, S.A. is rated by the rating agencies Standard & Poor's and Moody's at BB
Outlook Stable and Ba3 Outlook Positive, respectively, in the speculative grade region.
Note 35. Information on payment deferrals to suppliers in trade operations
The Group's Spanish companies have adapted their internal process and payment period policy to Law
15/2010, hence, measures to fight against default in trade operations have been implemented. In thisregard, the conditions for contracting to commercial suppliers relating to industrial activity for the
manufacture of parts located in Spanish territory included payment periods equal to or less than
60 days in both 2023 and 2022, as stipulated in Transitional Provision Two of the aforementioned law.
In accordance with such Law, the following information corresponds to the Group companies that
operate in Spain:
2023
Average payment period to suppliers
Total payments madeTotal payments pending

42 days

4,597 million euros
698 million euros

2022
Average payment period to suppliers
Total payments madeTotal payments pending

43 days

3,393 million euros
618 million euros

The monetary volume paid in the financial year 2023 in a period shorter than the maximum mandated
in regulation of late payment, for companies based in Spain, is 1,083,610 thousand euros (673,169
thousand euros in 2022) corresponding to 62,251 invoices (42,027 invoices in 2022).
For reasons of efficiency and in line with common business uses, the Group's Spanish companies
basically have a supplier payment schedule, whereby payments are made on fixed days which, at themain companies, are twice a month.
Generally, in 2023 and 2022, the payments made by Spanish companies to suppliers, underagreements entered into following the entry into force of Ley 15/2010, did not exceed the statutorydeferral limits. Payments to Spanish suppliers which, in 2023 and 2022, exceeded the legal term
established have been, in quantitative terms, of scant importance and arise from circumstances orincidents removed from the payment policy established, including mainly the conclusion of theagreements with suppliers in the delivery of goods or the provision of the service or specific handlingprocesses.
Note 36. Subsequent events
There are no significant subsequent events at December 31, 2023.

135

Note 37. Information on compliance with article 229 of the Spanish Companies Law
In conformity with articles 229 and 231 of the Spanish Limited Liability Companies Law (LSC), in orderto reinforce the transparency of Spanish corporate enterprises, the Parent Company's Board members
informed that they had not been involved in any direct or indirect conflicts with the interests of the
Parent Company or its subsidiaries.
Also, Mr Francisco José Riberas Mera and Mr Juan María Riberas Mera, members of the Parent
Company's Board of Directors, informed that they are shareholders and directors of ACEK,
DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. and of the companies forming part of the Group of which itis the head.
ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. is the parent of an industrial group which carries on
the following activities through the following subgroups:


GESTAMP AUTOMOCIÓN GROUP: engaged in the manufacture and marketing of metallic partsand components for the automobile industry.



GONVARRI GROUP: engaged in the manufacture, processing and trading of metallic products,
including renewable energy structures, such as wind power towers, infrastructures forphotovoltaic parks and thermo-solar plant items.



ACEK ENERGÍAS RENOVABLES GROUP: engaged in the development, construction andoperation of renewable energy generation plants, including solar power, wind power andbiomass.



INMOBILIARIA ACEK GROUP: engaged in real estate activities.



SIDEACERO SUBGROUP: dedicated to the import, export, purchase and sale andintermediation of iron and non-iron products, iron and steel materials, recyclable materials
and recyclable waste.

Also, ACEK, DESARROLLO Y GESTIÓN INDUSTRIAL, S.L. held investments in companies which might beconsidered to have an activity that is the same or similar, or one complementary, to the main activityof the Parent Company or of Group companies, which are as follows: Direct and indirect shareholding (through the subsidiary Risteel Corporation, B.V. and theassociate Inversiones, Estrategia y Conocimiento Global, CYP, S.L.) of 17.79% of CIE
Automotive, S.A., of which Francisco José Riberas Mera and Juan María Riberas Mera are
directors. CIE Automotive, S.A. is the head of an industrial group which carries on, among otheractivities, the design, manufacture and marketing of components and sub-assemblies for the
global automobile market.

Note 38. Additional note for English translation
This document is a translation into English of an original document drafted in Spanish. This translation
is for information purposes only; therefore, in case of discrepancy, the Spanish version shall prevail.

136

Appendix I
Scope of consolidation
December 31, 2023

Gestamp Automoción, S.A.

CompanyVizcaya

Address

Country
Spai nGestamp Bizkaia, S.A.

VizcayaSpai nDirectshareholding

Indirect
shareholding

Parent company
85.31%

Activity
Portfoli o company

14.69% Tooling and parts manufacturing

Consolidation
methodFull

Auditors
Ernst & Young

Full

Ernst & Young

Gestamp Vigo, S.A.

Pontevedra

Spai n99.99%

0.01% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Cerveira, Lda.

Viana do Castelo

Portugal

42.25%

57.75% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Toledo, S.A.

ToledoSpai n99.99%

0.01% Tooling and parts manufacturing

Full

Ernst & Young

Autotech Engineering S.L.

VizcayaSpai n10.00%

90.00% Research and devel opment

Full

Ernst & YoungSCI de Tournan SUR

TournanFrance0.10%

99.90% Property

Full

N/A

Gestamp Solbl ank Barcel ona, S.A.

Barcelona

Spai n5.01%

94.99% Tailor-welded bl anks

Full

Ernst & Young

Gestamp Palencia, S.A.

Palencia

Spai n100.00%Tooling and parts manufacturing

Full

Ernst & Young

99.10% Portfoli o company

Full

Ernst & Young

37.31%

61.90% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Argentina, S.A.

Buenos Aires

Argentina

Gestamp Córdoba, S.A.

Córdoba

Argentina

Gestamp Linares, S.A.

Jaén

Spai n5.02%

94.98% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Servicios, S.A.

MadridSpai n100.00%Business promotion and support

Full

Ernst & Young

Gestamp Tech, S.L.

Palencia

Spai nGestamp Brasil Industria de Autopeças, S.A.

ParanaBrazilGestamp Metalbages, S.A.

Barcelona

Spai n100.00%0.33%

99.67% No activity

Full

N/A

70.00% Tooling and parts manufacturing

Full

Ernst & Young

Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Esmar, S.A.

Barcelona

Spai n0.10%

Gestamp Noury, S.A.S

TournanFrance99.90% Tooling and parts manufacturing

Full

Ernst & Young

100.00% Tooling and parts manufacturing

Full

Gestamp Aveiro - Indústria de acessóri os de Automóveis, S.A.

AveiroPortugal

100.00% Tooling and parts manufacturing

Ernst & Young

Full

Ernst & Young

Gestamp Griwe Westerburg GmbH

Westerburg

Germany

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Griwe Haynrode GmbH

Haynrode

Germany

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Aguascalientes, S.A.de C.V.

Aguas Calientes

Mexico70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Puebla, S.A. de C.V.

PueblaMexico70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Cartera de México, S.A. de C.V.

PueblaMexico70.00% Portfoli o company

Full

N/A

Gestamp Mexicana de Serv. Laboral es, S.A. de C.V.

Aguas Calientes

Mexico70.00% Employment services

Full

N/A

Gestamp Ingeniería Europa Sur, S.L.

Barcelona

Spai n100.00% Service provi sion

Full

Ernst & Young

Todlem, S.L.

Barcelona

Spai nGestamp Navarra, S.A.

NavarraSpai n71.37%
76.19%

Gestamp Baires, S.A.

Buenos Aires

Argentina

Ingeni ería Global Metalbages, S.A.

Barcelona

Spai nGestamp Aragón, S.A.

Zaragoza

Spai nGestamp Abrera, S.A.

Barcelona

Gestamp Levante, S.A.

Valencia

Automated Joining Solutions, S.L.

Barcelona

Gestamp Polska SP. Z.O.O.

Wielkopolska

70.77% Portfoli o company

Full

Ernst & Young

28.63% Tooling and parts manufacturing

Full

Ernst & Young23.33% Dies, stamping and parts manufacturing

Full

100.00% Administrati on services

Full

N/A

5.01%

94.99% Tooling and parts manufacturing

Full

Ernst & Young

Spai n5.01%

94.99% Tooling and parts manufacturing

Full

Ernst & Young

Spai n88.50%

11.50% Tooling and parts manufacturing

Full

Ernst & Young

Spai n100.00% Tooling and parts manufacturing

Full

N/A

Poland100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Hungaria KFT

Akai

Hungary

Gestamp North America, INC

MichiganUSA

Gestamp Sweden, AB

Lulea

Sweden100.00%Tooling and parts manufacturing

93.15%

Ernst & Young

Full

Ernst & Young

70.00% Administrati on services

Full

Ernst & Young

6.85% Portfoli o company

Full

Ernst & Young

Gestamp HardTech, AB

Lulea

Sweden100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Mason, LLc.

MichiganUSA

70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Alabama, LLc.

Alabama

USA70.00% Tooling and parts manufacturing

Full

Ernst & Young

137

December 31, 2023
Company
Gestamp Ronchamp, S.A.S

Address
Ronchamp

Country

Directshareholding

Indirect
shareholding

FranceGestamp Manufacturing Autochasis, S.L.

Barcelona

Spain

Industrias Tamer, S.A.
Gestamp Tooling Services, AIE

Barcelona
Vizcaya

Spain
Spain

Consolidation
methodAuditors

Full

Ernst & Young

94.99% Tooling and parts manufacturing

Full

Ernst & Young

43.00% Tooling and parts manufacturing100.00% Mould engineering and design

Equity method
Full

N/A
N/A

Activity

100.00% Tooling and parts manufacturing
5.01%

Gestamp Auto Components (Kunshan) Co., Ltd

KunshanChina

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Kartek Co., LTD

Gyeongsangnam-Do

South Korea

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Beyçelik Gestamp Otomotive Sanayi, A.S.

Bursa

Turkey50.00% Tooling and parts manufacturing

Full

Deloitte

Gestamp Toluca, S.A. de C.V.

PueblaMexico70.00% Tooling and parts manufacturing

Full

Ernst & Young
Ashok Kumar Mehra & Co.

Gestamp Services India Private, Ltd.

MumbaiIndía

100.00% Tooling and parts manufacturing

Full

Gestamp Severstal Vsevolozhsk Llc

Saint Petersburg

Russia70.77% Tooling and parts manufacturing

Full

N/A

Adral, matriceria y pta. a punto, S.L.

VizcayaSpain

100.00% Mould manufacturing and tuning

Full

Ernst & Young

Gestamp Severstal Kaluga, LLc

KalugaRussia70.77% Tooling and parts manufacturing

Full

N/A

Gestamp Automotive India Private Ltd.

Pune

Indía

50.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Pune Automotive, Private Ltd.

Pune

Indía

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Chattanooga, Llc

Chattanooga

USA70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Holding Rusia, S.L.

MadridSpain

52.34% Portfolio company

Full

N/A

Gestamp South Carolina, Llc

South Carolina

USA70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Holding China, AB

Lulea

Sweden31.06%

68.94% Portfolio company

Full

Ernst & Young

Gestamp Global Tooling, S.L.

VizcayaSpain

99.99%

0.01% Manufacturing of dies

Full

Ernst & Young

Gestamp Tool Hardening, S.L.

VizcayaSpain

100.00% Manufacturing of dies

Full

Ernst & Young

Gestamp Vendas Novas Lda.

Évora

Portugal

Full

Ernst & Young

42.04%

100.00%Tooling and parts manufacturing

Gestamp Togliatti, Llc.

Togliatti

Russia100.00% Tooling and parts manufacturing

Full

N/A

Gestamp Automotive Chennai Private Ltd.

ChennaiIndía

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Palau, S.A.

Barcelona

Spain

Gestamp North Europe Services, S.L.

VizcayaSpain

99.97%
100.00%100.00% Tooling and parts manufacturing
0.03% Consultancy services

Full

Ernst & Young

Full

Ernst & Young
Ernst & Young

Loire Sociedad Anónima Franco Española

Guipúzcoa

Spain

Manufacture and sale of cutting machinery

Full

Loire USA, Inc.

DelawareUSA

100.00% Manufacture and sale of cutting machinery

Full

N/A

Gestamp Tooling Erandio, S.L.

Guipúzcoa

Spain

100.00% Portfolio company

Full

Ernst & Young

Diede Die Developments, S.L.

Vizcaya

Spain

Manufacturing of dies

Full

N/A

Gestamp Louny, S.R.O.

PragueCzech Republic

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Auto Components (Shenyang), Co. Ltd.

Shenyang

China

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp West Virginia, Llc.

MichiganUSA

70.00% Tooling and parts manufacturing

Full

Ernst & Young

Beyçelik Gestamp Sasi Otomotive Sanayi, A.S.

Kocaeli

Turkey50.00% Tooling and parts manufacturing

Full

Deloitte

Gestamp Auto Components (Dongguan), Co. Ltd.

Dongguan

China

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Try Out Services, S.L.

VizcayaSpain

Gestión Global de Matricería, S.L.

VizcayaSpain

100.00%100.00%100.00% Manufacturing of dies

Full

Ernst & Young

Manufacturing of dies

Full

Ernst & Young

Ingeniería y Construcción de Matrices, S.A.U

VizcayaSpain

100.00% Manufacturing of diesFull

IZE Auditores

IxCxT, S.A.

VizcayaSpain

100.00% Manufacturing of diesFull

IZE Auditores

Gestamp Puebla II, S.A. de C.V.

PueblaMexico70.00% Tooling and parts manufacturing

Full

Ernst & Young

138

December 31, 2023
Company

Address

Autotech Engineering Deutschland GmbH

Bielefeld

Autotech Engineering R&D Uk limited
Gestamp Holding México, S.L.

Country

Directshareholding

Indirect
shareholding

Activity

Consolidation
methodAuditors

Full

Ernst & Young

Germany

100.00% Research and development

DurhanUnited Kingdom

100.00% Research and development

Full

Ernst & Young

MadridSpain

70.00% Portfolio company

Full

Ernst & Young

Gestamp Holding Argentina, S.L.

MadridSpain

59.19% Portfolio company

Full

Ernst & Young

Mursolar 21, S.L.

MadridSpain

100.00% Portfolio company

Full

N/A

GGM Puebla, S.A. de C.V.

PueblaMexico100.00% Tooling and parts manufacturing

Full

N/A

GGM Puebla Servicios Laborales, S.A. de C.V.

PueblaMexico100.00% Employment services

Full

N/A

Gestool Tooling Manufacturing (Kunshan), Co., Ltd

KunshanChina

100.00% Manufacturing of dies

Full

Ernst & Young

Gestamp Technology Institute, S.L.

Vizcaya

Spain

Full

N/A

Gestamp Tooling Engineering Deutschland, GmbH

Braunschweig.

Germany

100.00% Manufacturing of dies

Full

N/A

Gestamp Chattanooga II, Llc

Chattanooga

USA70.00% Tooling and parts manufacturing

Full

Ernst & Young

Autotech Engineering R&D USA, Inc.

DelawareUSA

100.00% IT, and research and development

Full

Plante Moran

Gestamp Auto Components Wuhan, co. Ltd.

Wuhan

China

Tooling and parts manufacturing

Full

N/A

Çelik Form Gestamp Otomotive, A.S.

Bursa

Turkey50.00% Tooling and parts manufacturing

Full

Deloitte

40.81%

99.97%

0.03% Education

100.00%

Gestamp Washtenaw, LLc.

DelawareUSA

70.00% Tooling and parts manufacturing

Full

N/A

Gestamp San Luis Potosí, S.A.P.I. de C.V.
Gestamp Auto Components (Tianjin) Co., LTD.
Gestamp 2017, S.L.U.

Mexico City
Tianjin
MadridMexicoChina
Spain

70.00% Employment services
51.00% Tooling and parts manufacturing
Portfolio company

Full
Full
Full

Rusell Bedford
Ernst & Young
N/A

Autotech Engineering (Shangai), Co. Ltd.

ShangaiChina

100.00% Research and development

Full

Ernst & Young

Gestamp Hot Stamping Japan Co. Ltd.

Tokio

Japan

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Global Laser Araba, S.L.

Álava

Spain

Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Beycelik Romania, S.R.L.

Darmanesti

Romania

50.00% Tooling and parts manufacturing

Full

Deloitte

Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S.

Bursa

Turkey50.00% Manufacturing of dies

Full

Deloitte

Gestamp Nitra, S.R.O.

Bratislava

Slovakia

Full

Ernst & Young

100.00%100.00%100.00%Tooling and parts manufacturing

Almussafes Mantenimiento de Troqueles, S.L.

Barcelona

Spain

100.00% Die maintenance

Full

N/A

Gestamp (China) Holding, Co. Ltd

ShangaiChina

100.00% Portfolio company

Full

Ernst & Young

Gestamp Autotech Japan K.K.

Tokio

Japan

100.00% Research and development

Full

Ernst & Young

Gestamp Sorocaba Industria de Autopeças Ltda.

SorocabaBrazil70.00% Tooling and parts manufacturing

Full

Ernst & Young

Tuyauto Gestamp Morocco, S.A.

KenitraMorocco100.00% Tooling and parts manufacturing

Full

N/A

Gestamp Auto Components (Beijing) Co., Ltd.

Beijing

China

51.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Mexicana Serv. Lab. II, S.A. de CV

México DF

Mexico70.00% Employment services

Full

Rusell Bedford

Reparaciones Industriales Zaldibar, S.L.

VizcayaSpain

0.01% Industrial equipment services

Full

N/A

Autotech Engineering Spain, S.L.

MadridSpain

100.00% Research and development

Full

N/A

Autotech Engineering France, S.A.S.

Meudon la Forêt

France100.00% Research and development

Full

Ernst & Young

Gestamp Auto Components Sales (Tianjin) Co., LTD.

TianjinChina

49.00% Consulting and Post-sales services

Gestamp Etem Automotive Bulgaria, S.A.

Sofía

Bulgaria

51.00% Industrialization of post-extrusion activities Full

Etem Gestamp Aluminium Extrusions, S.A.

Sofía

Bulgaria

49.00% Tooling and parts manufacturing

Equity method

N/A

Gestamp New Energy Vehicle Components (Beijing) Co., LTD.

Beijing

China

51.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Proyectos Automoción 1, S.L.

MadridSpain

100.00%Tooling and parts manufacturing

Full

N/A

Gestamp Proyectos Automoción 3, S.L.

MadridSpain

99.81%

0.19% Tooling and parts manufacturing

Full

N/A

Smart Industry Consulting and Technologies, S.L.U

VizcayaSpain

91.00%

Research and development

Full

N/A

49.00% Consulting and Post-sales services

Equity method

N/A

Full

N/A

99.99%

Equity method

N/A
PWC

Changchun Xuyang Gestamp Auto Components Co. Ltd.

Chaoyang

China

Gestamp Holding Hamilton, INC.

MichiganUSA

Gestamp Saint Clair, LLC.

MichiganUSA

70.00% Parts manufacturing

Full

N/A

Gestamp Stanton, LLC.

MichiganUSA

70.00% Parts manufacturing

Full

N/A

100.00%

Portfolio company

139

December 31, 2023
Company

Address

Country

Directshareholding

Indirect
shareholding

Activity

Consolidation
methodAuditors

Edscha Holding GmbH

Remscheid

Germany

100.00% Portfolio company

Full

N/A

Edscha Automotive Hengersberg GmbH

Hengersberg

Germany

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Automotive Hauzenberg GmbH

Hauzenberg

Germany

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Engineering GmbH

Remscheid

Germany

100.00% Research and development

Full

JKG Treuhand

Edscha Hengersberg Real Estate GmbH & Co. KG

Hengersberg

Germany

5.10%

94.90% Property

Full

N/A

Edscha Hauzenberg Real Estate GmbH & Co. KG

Hauzenberg

Germany

5.10%

94.90% Property

Full

N/A

Edscha Automotive Kamenice, S.R.O.

Kamenice

Czech Republic

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Hradec S.R.O.

HradecCzech Republic

100.00% Manufacturing of dies

Full

Ernst & Young

Edscha Velky Meder S.R.O.

Velky Meder

Slovakia

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp 2008, S.L.

Villalonquéjar (Burgos)

Spain

100.00% Portfolio company

Full

Ernst & Young

Edscha Burgos, S.A.

Villalonquéjar (Burgos)

Spain

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Santander, S.A.

El Astillero (Cantabria)

Spain

94.99% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Briey, S.A.S.

Briey Cedex

France100.00% Tooling and parts manufacturing

Full

N/A

Edscha Engineering France, S.A.S.

Les Ulis

France100.00% Research and development

Full

N/A

Edscha do Brasil, Ltda.

SorocabaBrazil100.00% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Japan Co., Ltd.

Tokio

Japan

100.00% Sales office

Full

N/A

Jui li Edscha Body Systems Co. Ltd.

KaohsiungTaiwan60.00% Tooling and parts manufacturing

Full

Deloitte

Jui li Edscha Holding, Co. Ltd.

Apia

Samoa

60.00% Portfolio company

Full

N/A

Jui Li Edscha Hainan Industry Enterprise Co., Ltd.

HainanChina

60.00% Tooling and parts manufacturing

Full

Guangdong Chenganxin Certified Public Accountant

Edscha Automotive Technology (Shangai), Co., Ltd.

Shanghai

China

100.00% Research and development

Full

Shangai Hu Gang Jin Mao C.P.A Co.Ltd.

Shanghai Edscha Machinery Co. Ltd.

Shanghai

China

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Anhui Edscha Automotive Parts, Co. Ltd.

Anhui

China

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Automotive Michigan, Inc.

LapeerUSA

100.00% Tooling and parts manufacturing

Full

N/A

Edscha Togliatti, Llc.

Togliatti

Russia100.00% Tooling and parts manufacturing

Full

National Audit Corporation

5.01%

Edscha Automotive Components (Kunshan), Co., Ltd.

KunshanChina

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Kunststofftechnik GmbH

Remscheid

Germany

100.00% Tooling and parts manufacturing

Full

JKG Treuhand

Edscha Pha, Ltd.

Seul

South Korea

50.00% Parts manufacture, research and developmentFull

Edscha Aapico Automotive,Co. Ltd

Pranakorn Sri Ayutthaya

Thailand

51.00% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Automotive SLP, S.A.P.I. de C.V.

Mexico City

Mexico100.00% No activity

Full

N/A

Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.

Mexico City

Mexico100.00% No activity

Full

N/A

Edscha Automotive Components (Chongqing), Co. Ltd.

Chongqing

China

100.00% Tooling and parts manufacturing

Full

Anhui Cheng Qin Certified Public Accountants

Edscha Pha Automotive Components (Kunshan) Co., Ltd.

KunshanChina

50.00% Parts manufacture

Full

Suzhou Xingyuan Uniting Certified Public Accountants

Edscha North America Technologies, Llc.

DelawareUSA

100.00% Holding/Divisional company

Full

N/A

Edscha Automotive Components (Shanghai), Co., Ltd

Shanghai

China

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Deloitte

Edscha Mechatronics Solutions, GmbH

Remscheid

Germany

100.00% Parts manufacture, research and developmentFull

Edscha Aditya Automotive Systems Private Limited

ChakanIndía

50.00% Development and manufacture of parts

Full

N/A

GMF Holding GmbH

Bielefeld

Germany

100.00% Portfolio company

Full

Ernst & Young

N/A

Gestamp Metal Forming (Wuhan), Ltd

Wuhan

China

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Umformtechnik GmbH

Ludwigsfelde

Germany

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Automotive Chassis Products, Plc.

Newton Aycliffe, Durham

United Kingdom

100.00% Portfolio company

Full

Ernst & Young

Sofedit, S.A.S

Le Theil sur Huisne

France100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Prisma, S.A.S

Usine de MessempréFrance100.00% Tooling and parts manufacturing

Full

Ernst & Young
Ernst & Young

Gestamp Tallent , Ltd

Newton Aycliffe, Durham

United Kingdom

100.00% Tooling and parts manufacturing

Full

Gestamp Wroclaw Sp.z,o.o.

Wroclaw

Poland100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Auto components (Chongqing) Co., Ltd.

Chongqing

China

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Wolfsburg, GmbH

Ludwigsfelde

Germany

100.00% Tooling and parts manufacturing

Full

N/A

140

The companies in the following table comprise the Sideacero Subgroup.
December 31, 2023
Company

Address

Country

Directshareholding

Indirect
shareholding

33.34%

Activity

Consolidation
methodTreatment, commercialization and distributionFullof scrap

Auditors

Sideacero, S.L.

Vizcaya

Spain

Gescrap, S.L.

VizcayaSpain

100.00% Treatment, commercialization and distributionFullof scrap

Grant Thornton, S.L.P.

N/A

Gescrap Centro, S.L.

MadridSpain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Gescrap Navarra, S.L.

NavarraSpain

100.00% Sale of scrap

Full

Gescrap Trading, S.L.

VizcayaSpain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Gescrap Polska Sp. Z.o.o.

Wrzesni a

Pol and100.00% Sale of scrap

Full

Grant Thornton Polska, P.S.A.
Grant Thornton, S.L.P.

Grant Thornton, S.L.P.

Gescrap Servicios Portuarios, S.L.

VizcayaSpain

100.00% Transport Services

Full

Gescrap Desarrollo, S.L.

VizcayaSpain

100.00% Portfolio company

Full

N/A

Industrial Steel Recycling, L.L.C.

KalugaRussia100.00% Services rendered Recovery sector

Full

Balance Audit, L.L.C.

Gescrap GmbH

Ichtershausen

Germany

100.00% Sale of scrap

Full

Grant Thornton AG Wirtschaftsprüfungsgesellschaft

Gescrap France, S.A.R.L.

Melun

France100.00% Sale of scrap

Full

Becouze (Crowe Global)

Lusoscrap, Lda

Valenca

Portugal

100.00% Sale of scrap

Full

Grant Thornton & Associados, SROC, Lda.

Gescrap Czech, s.r.o.

LounyCzech Republic

100.00% Sale of scrap

FullIng. Jan Harapes

Gescrap Autometal Comercio De Sucatas, S.A

Sao Paulo

Brazil70.00% Sale of scrap

Full

Ernst & Young

Gescrap Autometal Mexico, S.A. de C.V.

PueblaMexico70.00% Sale of scrap

Full

Baker Tilly México

Ges Recycling Limited

DurhamUnited Kingdom

100.00% Sale of scrap

Full

Fruition Accountancy LLP

Gescrap Hungary, KFT

Budapest

Hungary

100.00% Sale of scrap

Full

Focus Audit Kft.

Ges Recycling USA, LLC

DelawareUSA

100.00% Portfolio company

Full

N/A

Ges Trading Nar S.A. de C.V.

PueblaMexico70.30% Process outsourcing

Full

Salles Sainz Grant Thornton S.C.

Gescrap Noroeste, S.L.

Pontevedra

Spain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Transportes Basegar, S.A.

VizcayaSpain

75.00% Transport Services

Full

Grant Thornton, S.L.P.

Gescrap Aragón, S.L.

Zaragorza

Spain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Gescrap Rus, LLC

KalugaRussia99.90% Sale of scrap

Full

Balance Audit, L.L.C.

Ges Recycling South Carolina, LLC

Carolina del Sur

USA

100.00% Sale of scrap

Full

N/A

Ges Recycling Alabama, LLC

AlabamaUSA

100.00% Sale of scrap

Full

N/A

Ges Recycling Tennessee, LLC

Tennessee

USA

100.00% Sale of scrap

Ges Recycling West Virginia, LLC

Carolina del Sur

USA

100.00% Sale of scrap

Full

N/A

Gescrap Slovakia, s.r.o.

Bratislava

Slovakia

100.00% Sale of scrap

Full

N/A

Soluciones de Gestión de Residuos Mexi cana, S.A. de C.V.

PueblaMexico70.09% Process outsourcing

Full

N/A

Ges Recycling Mi chigan, LLC

MichiganUSA

100.00% Sale of scrap

Full

Gescrap Romania, S.R.L.

Judet Arges

Romania

99.93% Sale of scrap

Full

N/A

Gescrap India Private Limited

Maharastra

Indía

70.00% Sale of scrap

Full

Sreedhar Manikant and Associ ates

Ges Recycling Polska Sp. Z.o.o

Wrzesni a

Pol and100.00% Sale of scrap

Full

N/A

Gescrap LT, UAB

Vilna

Lithuania

100.00% Sale of scrap

Full

N/A

Gescrap Morocco, S.R.L.

Casablanca

Morocco100.00% Sale of scrap

Full

N/A

Samper-Refeinsa Galicia, S.L.

Pontevedra

Spain

100.00% Purchase/Sale of scrap

Full

Recuperaciones Medioambientales Industriales, S.L.

VizcayaSpainof scrap
100.00% Treatment, commercialization and distributionFull

Grant Thornton, S.L.P.

Recuperaciones Férricas Integrales, S.A.

VizcayaSpain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Gescrap Catalunya, S.L.

Barcelona

Spain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Refei nsa Navarra, S.L.

NavarraSpain

100.00% Sale of scrap

Full

N/A

Refei nsa Centro, S.L.

MadridSpain

100.00% Sale of scrap

Full

N/A

Full

N/A

N/A

Grant Thornton, S.L.P.

Reimasa Recycling, S.L.

VizcayaSpain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Flycorp, S.L.

VizcayaSpain

100.00% No activi ty

Full

N/A

Recuperaciones Férricas Asturianas, S.L.

Asturias

Spain

50.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Car Recycling, S.L.

VizcayaSpain

50.00% Sale of scrap

Equity method

N/A

Beta Steel, S.L.
DJC Recyclage
Gescrap Turkey Metal Sanayi ve Ticaret Limited Sirketi

Toledo
Le Haillen
Estambul

Spain
FranceTurkey70.00% Purchase/Sale of scrap
50.00% Purchase/Sale of scrap
100.00% Purchase/Sale of scrap

Equity method
Equity method
Full

N/A
N/A
N/A

141

December 31, 2022
Company

Indirect
shareholding

Vi zcaya

Gestamp Bizkaia, S.A.

Vi zcayaSpain

85.31%

14.69% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Vigo, S.A.

Pontevedra

Spain

99.99%

0.01% Tooling and parts manufacturing

Full

Ernst & Young

Parent company

Activity

Consolidation
methodCountry
Spain

Gestamp Automoción, S.A.

Address

Directshareholding

Portfolio company

Full

Auditors
Ernst & Young

Gestamp Cerveira, Lda.

Vi ana do Castelo

Portugal

42.25%

57.75% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Toledo, S.A.

ToledoSpain

99.99%

0.01% Tooling and parts manufacturing

Full

Ernst & Young
Ernst & Young

Autotech Engineering S.L.

Vi zcayaSpain

10.00%

90.00% Research and development

Full

SCI de Tournan SUR

TournanFrance0.10%

99.90% Property

Full

N/A

Gestamp Solblank Barcelona, S.A.

Barcelona

Spain

5.01%

94.99% Tailor-welded blanks

Full

Ernst & Young

Gestamp Palencia, S.A.

Palencia

Spain

100.00%

Gestamp Argentina, S.A.

Buenos Aires

Argentina

Tooling and parts manufacturing70.00% Portfolio company

Gestamp Córdoba, S.A.

Córdoba

Argentina

Gestamp Linares, S.A.

Jaén

Spain

5.02%

Gestamp Servicios, S.A.

MadridSpain

100.00%

Gestamp Tech, S.L.

Palencia

Spain

0.33%

Gestamp Brasil Industria de Autopeças, S.A.

ParanaBrazilFull

Ernst & Young

Full

Ernst & Young

70.00% Tooling and parts manufacturing

Full

Ernst & Young

94.98% Tooling and parts manufacturing

Full

Ernst & Young

Business promotion and support

Full

Ernst & Young

99.67% No activity

Full

N/A

70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Metalbages, S.A.

Barcelona

Spain

100.00%Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Esmar, S.A.

Barcelona

Spain

0.10%

99.90% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Noury, S.A.S

TournanFrance100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Aveiro - Indústria de acessórios de Automóveis, S.A.

AveiroPortugal

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Griwe Subgroup

Westerburg

Germany

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Aguascalientes, S.A.de C.V.

Aguas Cali entes

Mexico70.00% Tooling and parts manufacturing

Full

Ernst & Young

Mexicana Servicios Laborales, S.A.de C.V.

Aguas Cali entes

Mexico70.00% Employment services

Full

Ernst & Young
Ernst & Young

Gestamp Puebla, S.A. de C.V.

PueblaMexico70.00% Tooling and parts manufacturing

Full

Gestamp Cartera de México, S.A. de C.V.

PueblaMexico70.00% Portfolio company

Full

N/A

Gestamp Mexicana de Serv. Laborales, S.A. de C.V.

Aguas Cali entes

Mexico70.00% Employment services

Full

Ernst & Young

Gestamp Ingeniería Europa Sur, S.L.

Barcelona

Spain

100.00% Service provision

Full

Ernst & Young

142

December 31, 2022
Company

Address

Country

Todlem, S.L.

Barcelona

Spain

Gestamp Navarra, S.A.

NavarraSpain

Gestamp Baires, S.A.

Buenos Aires

Argentina

Ingeniería Global Metalbages, S.A.

Barcelona

Spain

Gestamp Aragón, S.A.

Zaragoza

Spain

Directshareholding

Indirect
shareholding

Activity

70.77% Portfolio company
71.37%

5.01%

Consolidation
methodAuditors

Full

Ernst & Young

28.63% Tooling and parts manufacturing

Full

Ernst & Young

70.00% Dies, stamping and parts manufacturing

Full

Ernst & Young

100.00% Administration services

Full

N/A

94.99% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Abrera, S.A.

Barcelona

Spain

5.01%

94.99% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Levante, S.A.

Valencia

Spain

88.50%

11.50% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Solblank Navarra, S.L.U.

NavarraSpain

100.00% Tooling and welding

Full

N/A

Automated Joining Solutions, S.L.

Barcelona

Spain

100.00% Tooling and parts manufacturing

Full

N/A

Gestamp Polska, SP. Z.O.O.

Wielkopolska

Poland100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Hungaria KFT

Akai

Hungary

Gestamp North America, INC

MichiganUSA

100.00%Tooling and parts manufacturing

Gestamp Sweden, AB

Lulea

SwedenGestamp HardTech, AB

Lulea

Sweden100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Mason, LLc.

MichiganUSA

70.00% Tooling and parts manufacturing

Full

Ernst & Young

93.15%

Full

Ernst & Young

70.00% Administration services

Full

Ernst & Young

6.85% Portfolio company

Full

Ernst & Young

Gestamp Alabama, LLc.

Al abama

USA

70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Ronchamp, S.A.S

Ronchamp

France100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Manufacturing Autochasis, S.L.

Barcelona

Spain

94.99% Tooling and parts manufacturing

Full

Ernst & Young

Industrias Tamer, S.A.
Gestamp Tooling Services, AIE

Barcelona
Vi zcaya

Spain
Spain

43.00% Tooling and parts manufacturing100.00% Mould engineering and design

Equity method
Full

Ernst & Young
Ernst & Young

Gestamp Auto Components (Kunshan) Co., Ltd

KunshanChina

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Kartek Corp.

Gyeongsangnam-Do

South Korea

100.00% Tooling and parts manufacturing

Full

Ernst & Young

5.01%

Beyçelik Gestamp Otomotive Sanayi, A.S.

Bursa

Turkey50.00% Tooling and parts manufacturing

Full

Deloitte

Gestamp Toluca SA de CV

PueblaMexico70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Servicios Laborales de Toluca SA de CV

PueblaMexico69.93% Employment services

Full

Ernst & Young

Gestamp Services India Private, Ltd.

MumbaiIndia

100.00% Tooling and parts manufacturing

Full

S.B. Dave & Co.

143

December 31, 2022
Company
Gestamp Severstal Vsevol ozhsk Llc

Address
Saint Petersburg

Country

Directshareholding

Indirect
shareholding

Activity

Consolidation
methodAuditors

Russia70.77% Tooling and parts manufacturing

Full

Ernst & Young
Ernst & Young

Adral, matriceria y pta. a punto, S.L.

Vi zcaya

Spain

100.00% Mould manufacturing and tuning

Full

Gestamp Severstal Kaluga, LLc

KalugaRussia70.77% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Automotive India Private Ltd.

Pune

India

50.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Pune Automotive, Private Ltd.

Pune

India

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Chattanooga, Llc

Chattanooga

USA70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Holding Rusia, S.L.

MadridSpain

52.34% Portfolio company

Full

Ernst & Young

Gestamp South Carolina, Llc

South Carolina

USA70.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Holding China, AB

Lulea

Sweden31.06%

68.94% Portfolio company

Full

Ernst & Young

99.99%

42.04%

Gestamp Global Tooling, S.L.

Vi zcaya

Spain

Gestamp Tool Hardening, S.L.

Vi zcaya

Spain

Gestamp Vendas Novas Lda.

Évora

Portugal

Gestamp Togliatti, Llc.

Togliatti

RussiaGestamp Automotive Chennai Private Ltd.

Chennai

India

100.00% Tooling and parts manufacturing

Gestamp Palau, S.A.

Barcelona

Spain

Gestamp North Europe Services, S.L.

Vi zcayaSpain

99.97%

Loire Sociedad Anónima Franco Española

Guipúzcoa

Spain

100.00%

Gestamp Tooling Erandio, S.L.

Guipúzcoa

Spain

100.00%0.01% Manufacturing of dies

Full

Ernst & Young

100.00% Manufacturing of dies

Full

Ernst & Young

Tooling and parts manufacturing

Full

Ernst & Young

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Full

Ernst & Young

100.00% Tooling and parts manufacturing
0.03% Consultancy services
Manufacturing of dies
100.00% Portfolio company
100.00%Full

Ernst & Young

Full

Ernst & Young

Full

Ernst & Young

Full

Ernst & Young

Di ede Die Developments, S.L.

Vi zcaya

Spain

Manufacturing of diesFull

IZE Auditores

Gestamp Louny, S.R.O.

PragueCzech Republic

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Auto Components (Shenyang), Co. Ltd.

Shenyang

China82.50% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp West Vi rginia, Llc.

MichiganUSA

70.00% Tooling and parts manufacturing

Full

Ernst & Young

Beyçelik Gestamp Sasi Otomotive Sanayi, A.S.

Kocaeli

Turkey50.00% Tooling and parts manufacturing

Full

Deloitte

Gestamp Auto Components (Dongguan), Co. Ltd.

DongguanChina

82.50% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Try Out Services, S.L.

Vi zcayaSpain

Gestión Global de Matricería, S.L.

Vi zcaya

Spain

Ingeniería y Construcción de Matrices, S.A.U

Vi zcayaIxCxT, S.A.U

100.00% Manufacturing of dies

Full

Ernst & Young

Manufacturing of dies

Equity method

Ernst & Young

Spain

30.00% Manufacturing of dies

Equity method (A)IZE Auditores

Vi zcayaSpain

30.00% Manufacturing of dies

Equity method (A)IZE Auditores

Gestamp Funding Luxembourg, S.A.

Luxembourg

Luxembourg

Full

Ernst & Young

Gestamp Puebla II, S.A. de C.V.

PueblaMexicoFullErnst & Young

30.00%

100.00%

Portfolio company
70.00% Tooling and parts manufacturing(A) This company is consolidated under full consolidation method in Gestión Global de Matricería Subgroup. This Subgroup is accounted for in Gestamp Automoción Group using the equity method.

144

December 31, 2022
Company

Address

Country

Directshareholding

Indirect
shareholding

Activity

Consolidation
methodAuditors

Autotech Engineering Deutschland GmbH

Bielefeld

Germany

100.00% Research and development

Full

Ernst & Young

Autotech Engineering R&D Uk limited

DurhanUni ted Kingdom

100.00% Research and development

Full

Ernst & Young

Gestamp Holding México, S.L.

MadridSpain

69.99% Portfoli o company

Full

Ernst & Young

Gestamp Holding Argentina, S.L.

MadridSpain

59.19% Portfoli o company

Full

Ernst & Young

Mursolar 21, S.L.

MadridSpain

82.50% Portfoli o company

Full

Ernst & Young

GGM Puebla, S.A. de C.V.

PueblaMexico30.00% Tooling and parts manufacturing

Equity method (A)N/A

GGM Puebla Servi cios Laborales, S.A. de C.V.

PueblaMexico30.00% Employment services

Equity method (A)N/A

30.00% Manufacturi ng of dies

Equity method (A)Ernst & Young

Full

Ernst & Young
N/A

10.80%

Gestool Tool ing Manufacturing (Kunshan), Co., Ltd

Kunshan

China

Gestamp Technlogy Institute, S.L.

Vizcaya

Spain

Gestamp Tooling Engineering Deutschland, GmbH

Braunschweig.

Germany

100.00% Manufacturi ng of dies

Full

Gestamp Chattanooga II, Ll c

Chattanooga

USA70.00% Tooling and parts manufacturing

Full

N/A

Autotech Engineering R&D USA, Inc.

Del awareUSA

100.00% IT, and research and development

Full

N/A

99.97%

0.03% Education

Gestamp Auto Components Wuhan, co. Ltd.

Wuhan

China

Tooling and parts manufacturing

Full

N/A

Çelik Form Gestamp Otomotive, A.S.

Bursa

Turkey100.00%50.00% Tooling and parts manufacturing

Full

Deloitte

Gestamp Washtenaw, LLc.

Del awareUSA

70.00% Tooling and parts manufacturing

Full

N/A

Gestamp San Luis Potosí, S.A.P.I. de C.V.

Mexico City

Mexico70.00% Employment services

Full

Rusell Bedford

Gestamp San Luis Potosí Servicios Laborales S.A.P.I. de C.V.
Gestamp Auto Components (Tianjin) Co., LTD.
Gestamp 2017, S.L.U.

Mexico City
Tianjin
MadridMexicoChina
Spain

70.00% Tooling and parts manufacturing51.00% Tooling and parts manufacturing
Portfoli o company

Full
Full
Full

N/A
Ernst & Young
N/A

Autotech Engineering (Shangai) Co. Ltd.

ShangaiChina

100.00% Research and development

Full

Ernst & Young

Gestamp Hot Stamping Japan Co. Ltd.

Tokio

Japan

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Global Laser Araba, S.L.

Álava

Spain

Gestamp Beycelik Romania, S.R.L.

Darmanesti

Romania100.00%30.00%

Tooling and parts manufacturing

Equi ty method

Ernst & Young

50.00% Tooling and parts manufacturing

Full

Ernst & Young

50.00% Manufacturi ng of dies

Full

Deloitte

Full

Ernst & Young

Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S.

Bursa

TurkeyGestamp Nitra, S.R.O.

Bratislava

Slovakia

Almussafes Mantenimiento de Troqueles, S.L.

Barcelona

Spain

100.00% Die mai ntenance

Full

Ernst & Young

Gestamp (China) Holding, Co. Ltd

ShangaiChina

100.00% Portfoli o company

Full

Ernst & Young

Gestamp Autotech Japan K.K.

Tokio

Japan

100.00% Research and development

Full

Ernst & Young

Gestamp Sorocaba Industria Autopeças Ltda.

SorocabaBrazil70.00% Tooling and parts manufacturing

Full

Ernst & Young

Tuyauto Gestamp Morocco, S.A.

KenitraMorocco50.00% Tooling and parts manufacturing

Full

N/A

Gestamp Auto Components (Beijing) Co., Ltd.

Beijing

China

51.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Mexi cana Serv. Lab. II, S.A. de CV

México DF

Mexico70.00% Employment services

Full

N/A

Reparaci ones Industriales Zaldi bar, S.L.

VizcayaSpain

0.01% Industrial equipment services

Full

N/A

Autotech Engineering Spain, S.L.

MadridSpain

100.00% Research and development

Full

Ernst & Young

Autotech Engineering France S.A.S.

Meudon la Forêt

France100.00% Research and development

Full

N/A

Gestamp Auto Components Sales (Tianjin) Co., LTD.

TianjinChina

49.00% Consulting and Post-sales services

Gestamp Etem Automotive Bulgaria, S.A.

Sofía

Bulgaria

51.00% Industrialization of post-extrusi on activities

100.00%Tooling and parts manufacturing99.99%

Equi ty method

N/A

Full

N/A

Etem Gestamp Aluminium Extrusions, S.A.

Sofía

Bulgaria

49.00% Tooling and parts manufacturing

Equi ty method

N/A

Gestamp New Energy Vehicle Components (Beijing) Co., LTD.

Beijing

China

51.00% Tooling and parts manufacturing

Full

N/A

Gestamp Proyectos Automoción 1, S.L.

MadridSpain

100.00%Tooling and parts manufacturing

Full

N/A

Gestamp Proyectos Automoción 3, S.L.

MadridSpain

99.81%

0.19% Tooling and parts manufacturing

Full

N/A

Smart Industry Consulting and Technologies, S.L.U

VizcayaSpain

100.00%Research and development

Full

N/A

Gestamp Automotive Vi tori a, S.L.

Álava

Spain

99.99%

0.01% Tooling and parts manufacturing

Full

N/A

Changchun Xuyang Gestamp Auto Components Co. Ltd.

Chaoyang

China

49.00% Consulting and Post-sales services

Equi ty method

N/A

(A)

This company is consolidated under full consolidation method in Gestión Global de Matricería Subgroup. This Subgroup is accounted for in Gestamp Automoción Group using the equity method.

145

December 31, 2022
Company

Address

Edscha Holding GmbH

Remscheid

Edscha Automotive Hengersberg GmbH
Edscha Automotive Hauzenberg GmbHCountry

Directshareholding

Indirect
shareholding

Activity

Consolidation
methodAuditors

Ful lErnst & Young

Germany

100.00% Portfolio company

Hengersberg

Germany

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Hauzenberg

Germany

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Edscha Engineering GmbH

Remscheid

Germany

100.00% Research and development

Full

Ernst & Young

Edscha Hengersberg Real Estate GmbH & Co. KG

Hengersberg

Germany

5.10%

94.90% Property

Full

N/A

Edscha Hauzenberg Real Estate GmbH & Co. KG

Hauzenberg

Germany

5.10%

94.90% Property

Ful l

N/A

Edscha Automotive Kamenice S.R.O.

Kamenice

Czech Republ ic

100.00% Tooling and parts manufacturing

Ful l

Ernst & Young

Edscha Hradec S.R.O.

HradecCzech Republ ic

100.00% Manufacturing of dies

Full

Ernst & Young

Edscha Velky Meder S.R.O.

Velky Meder

Slovakia

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp 2008, S.L.

Villalonquéjar (Burgos)

Spain

100.00% Portfolio company

Ful lErnst & Young

Edscha Burgos, S.A.

Villalonquéjar (Burgos)

Spain

Edscha Santander, S.A.

El Astillero (Cantabria)

Spain

Edscha Briey S.A.S.

Briey Cedex

FranceEdscha Engineering France S.A.S.

Les Ulis

FranceEdscha do Brasil Ltda.

SorocabaBrazilEdscha Japan Co., Ltd.

Tokio

Jui Li Edscha Body Systems Co., Ltd.

Kaohsiung

100.00% Tooling and parts manufacturing

Full

Ernst & Young

94.99% Tooling and parts manufacturing

Full

Ernst & Young

100.00% Tooling and parts manufacturing

Full

Ernst & Young

100.00% Research and development

Full

Ernst & Young

100.00% Tooling and parts manufacturing

Full

Ernst & YoungJapan

100.00% Sales office

Ful l

N/A

Taiwan60.00% Tooling and parts manufacturing

Ful l

Ernst & Young

5.01%

Jui Li Edscha Holding Co., Ltd.

Apia

Samoa

60.00% Portfolio company

Ful l

N/A

Jui Li Edscha Hainan Industry Enterprise Co., Ltd.

HainanChina

60.00% Tooling and parts manufacturing

Ful l

Ernst & Young

Edscha Automotive Technol ogy (Shangai) Co., Ltd.

Shanghai

Chi na100.00% Research and development

Full

Shangai Ruitong Cpa

Shanghai Edscha Machi nery Co., Ltd.

ShanghaiChina

55.00% Tooling and parts manufacturing

Ful l

Ernst & Young

Anhui Edscha Automotive Parts Co Ltd.

Anhui

China

100.00% Tooling and parts manufacturing

Ful l

Ernst & Young

Edscha Automotive Michi gan, Inc

LapeerUSA

100.00% Tooling and parts manufacturing

Full

N/A

Edscha Togliatti, Llc.

Togliatti

Russia100.00% Tooling and parts manufacturing

Ful l

National Audit Corporation

100.00% Tooling and parts manufacturing

Ful l

Ernst & Young

Ful l

Ernst & Young

Edscha Automotive Components (Kunshan) Co., Ltd.

Kunshan

China

Gestamp Finance Slovakia S.R.O.

Velky Meder

Slovakia

Edscha Kunststofftechnik GmbH

Remscheid

Germany

100.00% Tooling and parts manufacturing

Full

JKG Treuhand

Edscha Pha, Ltd.

Seul

South Korea

50.00% Parts manufacture, research and development

Ful l

Ernst & Young

Edscha Aapi co Automotive Co. Ltd

Pranakorn Sri Ayutthaya

Thailand

51.00% Tooling and parts manufacturing

Ful l

Ernst & Young

Edscha Automotive SLP, S.A.P.I. de C.V.

Mexico City

Mexico100.00% No activity

Full

N/A

Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.

Mexico City

Mexico100.00% No activity

Full

N/A

Edscha Automotive Components (Chongqing) Co. Ltd.

Chongqing

China

100.00% Tooling and parts manufacturing

Ful l

N/A

Edscha Pha Automotive Components (Kunshan) Co., Ltd.

Kunshan

Chi na50.00% Parts manufacture

Full

Deloitte

Edscha North America Technologies, Llc.

DelawareShanghaiUSA

100.00% Holdi ng/Divisional company

Full

Ernst & Young

Edscha Automotive Components (Shanghai) Co., Ltd

China

55.00% Tooling and parts manufacturing

Ful l

N/A

Edscha Mechatronics Solutions, GmbH

Remscheid

Germany

100.00% Parts manufacture, research and development

Full

N/A

GMF Holding GmbH

Bielefeld

Germany

100.00% Portfolio company

Ful lErnst & Young

Gestamp Metal Forming (Wuhan), Ltd

Wuhan

China

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Umformtechnik GmbH

Ludwigsfelde

Germany

100.00% Tooling and parts manufacturing

Ful l

Ernst & Young

Automotive Chassis Products Plc.

Newton Aycliffe, Durham

United Kingdom

100.00% Portfolio company

Full

Ernst & Young

100.00%

Portfolio company

Sofedi t, S.A.S

Le Theil sur Huisne

France100.00% Tooling and parts manufacturing

Ful l

Ernst & Young

Gestamp Prisma, S.A.S

Usine de MessempréFrance100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Tallent , Ltd

Newton Aycliffe, Durham

United Kingdom

100.00% Tooling and parts manufacturing

Ful l

Ernst & Young

Gestamp Wroclaw Sp.z,o.o.

Wroclaw

Pol and100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gestamp Auto components (Chongqing) Co., Ltd.

Chongqing

China

100.00% Tooling and parts manufacturing

Full

Ernst & Young

Gstamp Wolfsburg, GmbH

Ludwigsfelde

Germany

100.00% Tooling and parts manufacturing

Full

N/A

146

The companies in the following table comprise the Sideacero Subgroup.
December 31, 2022
Company

Address

Country

Sideacero, S.L.

Vizcaya

Spain

Gescrap S.L.

Vizcaya

Spain

Gescrap Centro, S.L.

MadridSpain

Directshareholding

Indirect
shareholding

Activity

Consolidation
methodAuditors

Treatment, commercialization and distribution of scrap

Full

N/A

100.00% Treatment, commercialization and distribution of scrap

Full

Grant Thornton, S.L.P.

33.34%

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Gescrap Navarra, S.L.

NavarraSpain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Gescrap Trading, S.L.

VizcayaSpain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Gescrap Polska Sp. Z.o.o.

Wrzesnia

Poland100.00% Sale of scrap

Full

Grant Thornton Polska, P.S.A.

Gescrap Servicios Portuarios, S.L.

VizcayaSpain

100.00% Transport Services

Full

Grant Thornton, S.L.P.

Gescrap Desarrollo, S.L.

VizcayaSpain

100.00% Portfolio company

Full

N/A

Indutrial Steel Recycling, L.L.C.

KalugaRussia100.00% Services rendered Recovery sector

Full

Balance Audit, L.L.C.
Grant Thornton AG Wirtschaftsprüfungsgesellschaft

Gescrap GmbH

Ichtershausen

Germany

100.00% Sale of scrap

Full

Gescrap France, S.A.R.L.

Melun

France100.00% Sale of scrap

Full

Crowe Becouze

Lusoscrap, Lda

Valenca

Portugal

100.00% Sale of scrap

Full

Grant Thornton & Associados, SROC, Lda.

Gescrap Czech, s.r.o.

LounyCzech Republic

100.00% Sale of scrap

FullIng. Jan Harapes

Gescrap - Autometal Comercio de Sucatas, S/A

Sao Paulo

BrazilFull

Grant Thornton Brasil

Gescrap Autometal Mexico, S.A. de C.V.

PueblaMexico70.00% Sale of scrap

Full

Salles Sainz Grant Thornton S.C.

Ges Recycling Limited

DurhamUnited Kingdom

100.00% Sale of scrap

70.00% Sale of scrap

Full

Fruition Accountancy

Gescrap Hungary, KFT

Budapest

Hungary

100.00% Sale of scrap

Full

Focus Audit Kft.

Ges Recycling USA, LLC

DelawareUSA

100.00% Portfolio company

Full

N/A

Ges Trading Nar S.A. de C.V.

PueblaMexico70.30% Process outsourcing

Full

Salles Sainz Grant Thornton S.C.

Gescrap Noroeste, S.L.

Pontevedra

Spain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Transportes Basegar, S.A.

VizcayaSpain

75.00% Transport Services

Full

Grant Thornton, S.L.P.

Gescrap Aragón, S.L.

Zaragorza

Spain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Gescrap Rus, LLC

KalugaRussia99.90% Sale of scrap

Full

Balance Audit, L.L.C.

Ges Recycling South Carolina, LLC

Carolina del Sur

USA

100.00% Sale of scrap

Full

N/A

Ges Recycling Alabama, LLC

AlabamaUSA

100.00% Sale of scrap

Full

N/A

Ges Recycling Tennessee, LLC

Tennessee

USA

100.00% Sale of scrap

Full

N/A

Ges Recycling West Virginia, LLC

USA

100.00% Sale of scrap

Gescrap Slovakia, s.r.o.

Bratislava

Slovakia

100.00% Sale of scrap

Full

N/A

Soluciones de Gestión de Residuos Mexicana, S.A. de C.V.

PueblaCarolina del Sur

Mexico70.30% Process outsourcing

Full

Full

Salles Sainz Grant Thornton S.C.

N/A

Ges Recycling Michigan, LLC

MichiganUSA

100.00% Sale of scrap

Full

N/A

Gescrap Romania, S.R.L.

Judet Arges

Romania

99.93% Sale of scrap

Full

N/A

Gescrap India Private Limited

Maharastra

India

70.00% Sale of scrap

Full

Sreedhar Manikant and Associates

Ges Recycling Polska Sp. Z.o.o

Wrzesnia

Poland100.00% Sale of scrap

Full

N/A

Gescrap LT, UAB

Vilna

Lithuania

100.00% Sale of scrap

Full

N/A

Gescrap Morocco, S.R.L.

Casablanca

Morocco100.00% Sale of scrap

Full

N/A

Samper-Refeinsa Galicia, S.L.

Pontevedra

Spain

100.00% Purchase/Sale of scrap

Full

Grant Thornton, S.L.P.

Recuperaciones Medioambientales Industriales, S.L.

VizcayaSpain

100.00% Treatment, commercialization and distribution of scrap

Full

Grant Thornton, S.L.P.

Recuperaciones Férricas Integrales, S.A.

VizcayaSpain

100.00% Sale of scrap

Full

N/A

Gescrap Catalunya, S.L.

Barcelona

Spain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Refeinsa Navarra, S.L.

NavarraSpain

100.00% Sale of scrap

Full

Refeinsa Centro, S.L.

MadridSpain

100.00% Sale of scrap

Full

N/A

Reimasa Recycling, S.L.

VizcayaSpain

100.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Spain

100.00% No activity

Flycorp, S.L.

Vizcaya

N/A

Full

N/A

Recuperaciones Férricas Asturianas, S.L.

Asturias

Spain

50.00% Sale of scrap

Full

Grant Thornton, S.L.P.

Car Recycling, S.L.

VizcayaSpain

50.00% Sale of scrap

Equity method

N/A

Beta Steel, S.L.
DJC Recyclage

Toledo
Le Haillen

Spain
France70.00% Purchase/Sale of scrap
50.00% Purchase/Sale of scrap

Equity method
Equity method

N/A
N/A

147

The companies comprising the Griwe Subgroup as at December 31, 2022, are as follows:
Address

Country

Gestamp Griwe Westerburg GmbHCompany

Westerburg

Germany

Shareholding
Parent company

Consolidation method
Full

Gestamp Griwe Haynrode GmbH

Haynrode

Germany

100.00%Full

As of 2023, the individual companies of the Griwe Subgroup have been included in the scope ofGestamp Automoción.

148

Appendix II
Indirect investments at December 31, 2023
Company
Gestamp Vigo, S.A.
Gestamp Toledo, S.A.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Ingeniería Europa Sur, S.L.
Gestamp Esmar, S.A.
Gestamp Bizkaia, S.A.
Gestamp Kartek Co., LTD
Gestamp Services India Private, Ltd.
Beyçelik Gestamp Otomotive Sanayi, A.S.
Gestamp Holding México, S.L.
Gestamp Holding Rusia, S.L.
Gestamp Togl iatti, LLC.
Gestamp Proyectos Automoción 3, S.L.
Gestamp Sweden, AB
Gestamp Cerveira, Lda.
Gestamp Noury, S.A.S
Gestamp Louny, S.R.O.
Gestamp Avei ro - Indústria De Acessórios De Automóveis, S.A.
Gestamp Pune Automotive, Private Ltd.
Autotech Engi neering S.L.
Gestamp Sweden, AB
Gestamp North Europe Services, S.L.
Autotech Engi neering Deutschland GmbH
Autotech Engi neering R&D Uk limited
Gestamp Technology Institute, S.L.
Gestamp Global Tooling, S.L.
Autotech Engi neering R&D USA, Inc.
Autotech Engi neering (Shangai), Co. Ltd.
Gestamp Autotech Japan K.K.
Autotech Engi neering Spai n, S.L.
Autotech Engi neering France, S.A.S.
Reparaciones Industriales Zaldibar, S.L.
Gestamp Tooling Services, AIE
Gestamp Levante, S.A.
Gestamp Hardtech, AB
Gestamp Holding China, AB
SCI De Tournan Sur
Gestamp Li nares, S.A.
Gestamp Holding Argentina, S.L.
Gestamp Avei ro - Indústria De Acessórios De Automóveis, S.A.
Gestamp Tech, S.L.
Gestamp Holding Argentina, S.L.
Gestamp Holding México, S.L.
Tuyauto Gestamp Morocco, S.A.
Gestamp Ronchamp, S.A.S
Gestamp Auto Components (Beijing) Co., Ltd.
Gestamp New Energy Vehicle Components (Beijing) Co., LTD.
Gestamp Córdoba, S.A.
Mursolar 21, S.L.
Gestamp North America, INC
Gestamp Navarra, S.A.
Ingeniería Global Metalbages, S.A.
Gestamp Aragón, S.A.
Gestamp Abrera, S.A.
Automated Joining Solutions, S.L.
Gestamp Polska SP. Z.O.O.
Gestamp Ingeniería Europa Sur, S.L.
Gestamp Manufacturing Autochasis, S.L.
Gestamp Griwe Westerburg GmbH
Edscha Holding Gmbh
Gestamp Palau, S.A.
Gmf Holding GmbH
Gestamp Services India Private, Ltd.
Gestamp Holding Rusia, S.L.

December 31, 2023
Company holding indirect investment
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Vigo, S.A.
Gestamp Vigo, S.A.
Gestamp Cerveira, Lda.
Gestamp Cerveira, Lda.
Gestamp Cerveira, Lda.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Li nares, S.A.
Gestamp Sweden, AB
Gestamp HardTech, AB
Gestamp Noury, S.A.S
Gestamp Toledo, S.A.
Gestamp Toledo, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Auto Components (Ti anjin) Co., LTD.
Gestamp Auto Components (Ti anjin) Co., LTD.
Gestamp Argentina, S.A.
Gestamp Aragón, S.A.
Gestamp Aveiro - Indústria De Acessórios De Automóveis, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Levante, S.A.
Gestamp Levante, S.A.

149

% Investment
0.01%
0.01%
41.76%
0.04%
99.90%
14.69%
100.00%1.01%
50.00%
69.85%
7.66%
100.00%0.19%
5.48%
57.75%
100.00%52.72%
45.66%
100.00%90.00%
1.00%
0.03%
55.00%
55.00%
0.03%
0.01%
55.00%
55.00%
55.00%
0.01%
55.00%
0.01%
40.00%
11.50%
100.00%68.94%
99.90%
94.98%
43.53%
54.34%
99.67%
15.66%
0.15%
100.00%100.00%100.00%100.00%
4.96%
16.92%
70.00%
28.63%
100.00%94.99%
94.99%
100.00%100.00%99.96%
94.99%
100.00%67.00%
60.00%
100.00%98.99%
7.810%

Company
Mursolar 21, S.L.
Gestamp Severstal Vsevolozhsk Llc
Gestamp Severstal Kaluga, Llc
Gestamp Aguascalientes, S.A.De C.V.
Gestamp Puebla, S.A. De C.V.
Gestamp Mexicana De Serv. Laborales, S.A. De C.V.
Gestamp Toluca, S.A. de C.V.
Gestamp Puebla II, S.A. de C.V.
Gestamp San Luis Potosí, S.A.P.I. de C.V.
Gestamp Mexicana Serv. Lab. II, S.A. de CV
Gestamp Córdoba, S.A.
Gestamp Sorocaba Industria de Autopeças Ltda.
Gestamp Baires, S.A.
Gestamp Holding Rusia, S.L.
Gestamp Solblank Barcelona, S.A.
Gestamp Etem Automotive Bulgaria, S.A.
Etem Gestamp Aluminium Extrusions, S.A.
Gestamp Holding Rusia, S.L.
Edscha Holding Gmbh
Gestamp Automotive India Private Ltd.
Gestamp Automotive Chennai Private Ltd.
Gestamp Holding Rusia, S.L.
Gestamp Chattanooga, Llc
Gestamp Mason, Llc.
Gestamp Alabama, Llc.
Gestamp West Virginia, Llc.
Gestamp South Carolina, Llc
Gestamp Washtenaw, LLC.
Gestamp San Luis Potosí, S.A.P.I. De C.V.
Gestamp Chattanooga II, Llc
Gestamp Saint Clair, LLC.
Gestamp Stanton, LLC.
Todlem, S.L.
Gestamp Auto Components (Kunshan) Co., Ltd
Industrias Tamer, S.A.
Mursolar 21, S.L.
Gestamp Griwe Haynrode GmbH
Gestamp Louny, S.R.O.
Gestamp Palau, S.A.
Almussafes Mantenimiento De Troqueles, S.L.
Gestamp Try Out Services, S.L.
Gestamp Tooling Services, AIE
Adral, Matriceria Y Pta. A Punto, S.L.
Gestamp Tool Hardening, S.L.
Gestamp Tooling Engineering Deutschland, Gmbh
Gestamp Argentina, S.A.
Gestamp Córdoba, S.A.
Gestamp Baires, S.A.
Gestamp Córdoba, S.A.
Autotech Engi neering Deutschland GmbH
Autotech Engi neering (Shangai), Co. Ltd.
Gestamp Autotech Japan K.K.
Autotech Engi neering Spai n, S.L.
Autotech Engi neering France, S.A.S.
Autotech Engi neering R&D Uk limited
Autotech Engi neering R&D USA, Inc.
Gestamp Tooling Erandio, S.L.
Gestamp Cartera De México, S.A. De C.V.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Argentina, S.A.
Gestamp Hot Stamping Japan Co. Ltd.
Gestamp San Luis Potosí, S.A.P.I. de C.V.
Gestamp Mexicana Serv. Lab. II, S.A. de CV
Loire USA, Inc.
Gestamp Tooling Erandio, S.L.
Gestamp Auto Components (Tianjin) Co., Ltd.
Gestamp Metal Forming (Wuhan), Ltd
Gestamp Auto Components (Chongqing) Co., Ltd.
Changchun Xuyang Gestamp Auto Components Co. Ltd.
Gestamp Autocomponents Sales (Tianjin) Co., Ltd.
Ingeniería Y Construcción De Matrices, S.A.U
IxCxT, S.A.
GGM Puebla, S.A. de C.V.
GGM Puebla Servicios Laborales, S.A. De C.V.
Gestool Tooling Manufacturing (Kunshan), Co., Ltd
GGM Puebla, S.A. de C.V.
GGM Puebla Servicios Laborales, S.A. De C.V.
Gestamp Auto Components (Shenyang), Co. Ltd.
Gestamp Auto Components (Dongguan), Co. Ltd.
Çelik Form Gestamp Otomotive, A.S.
Gestamp Beycelik Romania, S.R.L.
Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S.
Beyçelik Gestamp Sasi Otomotive Sanayi, A.S.

Company holding indirect investment
Gestamp Navarra, S.A.
Todlem, S.L.
Todlem, S.L.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Abrera, S.A.
Gestamp Abrera, S.A.
Gestamp North Europe Services, S.L.
Gestamp North Europe Services, S.L.
Gestamp Polska SP. Z.O.O.
Gestamp Polska SP. Z.O.O.
Gestamp Polska SP. Z.O.O.
Gestamp Solbl ank Barcelona, S.A.
Gestamp Solbl ank Barcelona, S.A.
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp Holding Rusia, S.L.
Gestamp Holding China, AB
Gestamp Esmar, S.A.
Gestamp Griwe Westerburg GmbH
Gestamp Griwe Westerburg GmbH
Gestamp Griwe Westerburg GmbH
Gestamp Manufacturing Autochasis, S.L.
Gestamp Palau, S.A.
Gestamp Global Tooling, S.L.
Gestamp Global Tooling, S.L.
Gestamp Global Tooling, S.L.
Gestamp Global Tooling, S.L.
Gestamp Global Tooling, S.L.
Gestamp Holding Argentina, S.L.
Gestamp Holding Argentina, S.L.
Gestamp Holding Argentina, S.L.
Gestamp Baires, S.A.
Autotech Engineering S.L.
Autotech Engineering S.L.
Autotech Engineering S.L.
Autotech Engineering S.L.
Autotech Engineering S.L.
Autotech Engineering S.L.
Autotech Engineering S.L.
Gestamp Tool Hardening, S.L.
Gestamp Holding México, S.L.
Gestamp Holding México, S.L.
Gestamp Holding México, S.L.
Gestamp Kartek Co., LTD
Gestamp Puebla, S.A. De C.V.
Gestamp Puebla, S.A. De C.V.
Loire Sociedad Anónima Franco Española
Loire Sociedad Anónima Franco Española
Gestamp (China) Holding, Co. Ltd
Gestamp (China) Holding, Co. Ltd
Gestamp (China) Holding, Co. Ltd
Gestamp (China) Holding, Co. Ltd
Gestamp (China) Holding, Co. Ltd
Gestión Global de Matricería, S.L.
Gestión Global de Matricería, S.L.
Gestión Global de Matricería, S.L.
Gestión Global de Matricería, S.L.
Gestión Global de Matricería, S.L.
IxCxT, S.A.
IxCxT, S.A.
Mursolar 21, S.L.
Mursolar 21, S.L.
Beyçelik Gestamp Otomotive Sanayi, A.S.
Beyçelik Gestamp Otomotive Sanayi, A.S.
Beyçelik Gestamp Otomotive Sanayi, A.S.
Beyçelik Gestamp Otomotive Sanayi, A.S.

150

% Investment
63.54%
100.00%100.00%100.00%100.00%100.00%100.00%100.00%0.01%
99.99%
1.98%
100.00%1.61%
5.64%
94.99%
51.00%
49.00%
24.56%
33.00%
50.00%
100.00%6.67%
100.00%100.00%100.00%100.00%100.00%100.00%99.99%
100.00%100.00%100.00%74.98%
100.00%43.00%
19.54%
100.00%47.28%
40.00%
100.00%100.00%60.00%
100.00%100.00%100.00%97.00%
23.98%
22.20%
31.77%
45.00%
45.00%
45.00%
99.99%
45.00%
45.00%
45.00%
20.00%
100.00%40.33%
3.00%
65.91%
0.01%
0.01%
100.00%80.00%
51.00%
100.00%100.00%49.00%
49.00%
100.00%100.00%99.99%
99.99%
100.00%0.01%
0.01%
100.00%100.00%100.00%100.00%100.00%100.00%Company
Edscha Automotive Hengersberg GmbH
Edscha Automotive Hauzenberg GmbH
Edscha Engineering GmbH
Edscha Automotive Technology (Shangai), Co., Ltd.
Gestamp 2008, S.L.
Anhui Edscha Automotive parts, Co. Ltd.
Edscha Hradec S.R.O.
Edscha Japan Co., Ltd.
Edscha Burgos, S.A.
Edscha Velky Meder S.R.O.
Edscha Automotive Kamenice, S.R.O.
Edscha Engineering France, S.A.S.
Edscha Hengersberg Real Estate Gmbh & Co. Kg
Edscha Hauzenberg Real Estate Gmbh & Co. Kg
Shanghai Edscha Machinery Co. Ltd.
Edscha Automotive Michigan, Inc.
Edscha Togliatti, Llc.
Edscha Automotive Components (Kunshan), Co., Ltd.
Edscha Kunststofftechnik GmbH
Edscha Pha, Ltd.
Edscha Automotive SLP, S.A.P.I. de C.V.
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.
Edscha Automotive Components (Chongqing), Co. Ltd.
Jui l i Edscha Body Systems Co. Ltd.
Edscha Aapico Automotive,Co. Ltd
Edscha Mechatronics Solutions, Gmbh
Edscha Adi tya Automotive Systems Private Limited
Edscha Pha Automotive Components (Kunshan) Co., Ltd.
Edscha North America Technologies, Llc.
Edscha Automotive Components (Shanghai), Co., Ltd
Jui l i Edscha Holding, Co. Ltd.
Jui Li Edscha Hainan Industry Enterprise Co., Ltd.
Edscha do Brasil, Ltda.
Edscha Automotive SLP, S.A.P.I. de C.V.
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.
Edscha Aapico Automotive,Co. Ltd
Edscha Santander, S.A.
Edscha Burgos, S.A.
Shanghai Edscha Machinery Co. Ltd.
Edscha Briey, S.A.S.
Edscha do Brasil, Ltda.
Gestamp Umformtechnik GmbH
Automotive Chassis Products, Plc.
Sofedit, S.A.S
Gestamp (China) Holding, Co. Ltd
Gestamp Prisma, S.A.S
Gestamp Wol fsburg, Gmbh
Gestamp Tallent , Ltd
Gestamp Wroclaw Sp.Z,O.O.
Gestamp Hot Stamping Japan Co. Ltd.
Gestamp Sweden, AB

Company holding indirect investment
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Pha, Ltd.
Edscha Automotive Michigan, Inc.
Shanghai Edscha Machinery Co. Ltd.
Jui li Edscha Body Systems Co. Ltd.
Jui li Edscha Holding, Co. Ltd.
Edscha Engineeri ng GmbH
Edscha Engineeri ng GmbH
Edscha Engineeri ng GmbH
Edscha Engineeri ng GmbH
Gestamp 2008, S.L.
Gestamp 2008, S.L.
Anhui Edscha Automotive Parts, Co. Ltd.
Edscha Santander, S.A.
Edscha Santander, S.A.
GMF Holding GmbHGMF Holding GmbHGMF Holding GmbHGMF Holding GmbHGMF Holding GmbHGMF Holding GmbH
Automotive Chassis Products, Plc.
Sofedit, S.A.S
Gestamp Tallent , Ltd
Gestamp Tallent , Ltd151% Investment
100.00%100.00%100.00%100.00%100.00%100.00%100.00%100.00%0.01%
100.00%100.00%100.00%94.90%
94.90%
55.00%
100.00%100.00%100.00%100.00%50.00%
99.99%
99.99%
100.00%60.00%
50.99%
100.00%50.00%
100.00%100.00%100.00%100.00%100.00%74.06%
0.01%
0.01%
0.01%
94.99%
99.99%
45.00%
100.00%25.94%
100.00%100.00%100.00%100.00%100.00%100.00%100.00%100.00%34.09%
0.372%

Company
Gescrap, S.L.
Recuperaciones Medioambientales Industriales, S.L.
Gescrap Centro, S.L.
Gescrap Navarra, S.L.
Gescrap Trading, S.L.
Gescrap Polska Sp. Z.O.O.
Gescrap Servicios Portuarios, S.L.
Gescrap Desarrollo, S.L.
Industrial Steel Recycling, L.L.C.
Lusoscrap, Lda
Gescrap Czech, s.r.o.
Gescrap Noroeste, S.L.
Gescrap Romania, S.R.L.
Samper-Refeinsa Galici a, S.L.
Recuperaciones Medioambientales Industriales, S.L.
Ges Recycling Polska Sp. Z.O.O
Gescrap Servicios Portuarios, S.L.
Industrial Steel Recycling, L.L.C.
Gescrap GmbH
Gescrap France, S.A.R.L.
Lusoscrap, Lda
Gescrap Czech, s.r.o.
Gescrap Autometal Comercio De Sucatas, S.A
Gescrap Autometal Mexico, S.A. de C.V.
Ges Recycling Limited
Gescrap Hungary, KFT
Ges Recycling USA, LLC
Ges Trading Nar S.A. de C.V.
Transportes Basegar, S.A.
Gescrap Aragón, S.L.
Gescrap Slovakia, s.r.o.
Soluciones De Gestión De Residuos Mexicana, S.A. De C.V.
Gescrap India Private Limited
Gescrap LT, UAB
Gescrap Morocco, S.R.L.
Gescrap Turkey Metal Sanayi ve Ticaret Limited Sirketi
Beta Steel, S.L.
DJC Recyclage
Gescrap Rus, LLC
Soluciones De Gestión De Residuos Mexicana, S.A. De C.V.
Ges Recycling South Carol ina, LLC
Ges Recycling Alabama, LLC
Ges Recycling Tennessee, Llc
Ges Recycling West Virginia, LLC
Ges Recycling Michigan, Llc
Recuperaciones Férricas Integrales, S.A.
Flycorp, S.L.
Gescrap Catalunya, S.L.
Samper-Refeinsa Galici a, S.L.
Refeinsa Navarra, S.L.
Refeinsa Centro, S.L.
Reimasa Recycling, S.L.
Flycorp, S.L.
Recuperaciones Férricas Asturianas, S.L.
Car Recycling, S.L.

Company holding indirect investment
Sideacero, S.L.
Sideacero, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Industri al Steel Recycling, L.L.C.
Gescrap Autometal Mexico, S.A. de C.V.
Ges Recycling USA, LLC
Ges Recycling USA, LLC
Ges Recycling USA, LLC
Ges Recycling USA, LLC
Ges Recycling USA, LLC
Recuperaciones Medioambientales Industriales, S.L.
Recuperaciones Medioambientales Industriales, S.L.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.

152

% Investment
100.00%80.00%
100.00%100.00%100.00%100.00%97.45%
100.00%0.25%
40.00%
30.00%
100.00%99.93%
50.00%
20.00%
100.00%2.55%
99.75%
100.00%100.00%60.00%
70.00%
70.00%
70.00%
100.00%100.00%100.00%70.99%
75.00%
100.00%100.00%0.30%
70.00%
100.00%100.00%100.00%70.00%
50.00%
99.90%
99.70%
100.00%100.00%100.00%100.00%100.00%100.00%3.22%
100.00%49.99%
100.00%100.00%100.00%96.78%
50.00%
50.00%

Indirect investments at December 31, 2022
Company
Gestamp Vigo, S.A.
Gestamp Toledo, S.L.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Ingeniería Europa Sur, S.L.
Gestamp Esmar, S.A.
Gestamp Bizkaia, S.A.
Gestamp Kartek Co., LTD
Gestamp Services India Private, Ltd.
Beyçelik Gestamp Otomotive Sanayi, A.S.
Gestamp Holding México, S.L.
Gestamp Holding Rusia, S.L.
Gestamp Togl iatti, LLC.
Gestamp Proyectos Automoción 3, S.L.
Gestamp Sweden, AB
Gestamp Cerveira, Lda.
Gestamp Noury, S.A.
Gestamp Louny S.R.O.
Gestamp Avei ro - Indstria de acessórios de Automóveis, S.A.
Gestamp Pune Automotive, Pvt. Ltd.
Autotech Engi neering S.L.
Gestamp Sweden, AB
Gestamp North Europe Services, S.L.
Autotech Engi neering Deutschland GmbH
Autotech Engi neering R&D UK Limited
Gestamp Technology Institute, S.L.
Gestamp Global Tooling, S.L.
Autotech Engi neering R&D USA, Inc.
Loire S.A. Franco Española
Autotech Engi neering (Shangai), Co. Ltd.
Gestamp Autotech Japan K.K.
Autotech Engi neering Spai n, S.L.
Autotech Engi neering France S.A.S.
Reparaciones Industriales Zaldibar, S.L.
Gestamp Tooling Services, AIE
Gestamp Levante, S.L.
Gestamp Hard Tech AB
Gestamp Holding China, AB
SCI Tournan SUR
Gestamp Li nares, S.L.
Gestamp Holding Argentina, S.L.
Gestamp Avei ro - Indstria de acessórios de Automóveis, S.A.
Gestamp Tech, S.L.
Gestamp Holding Argentina, S.L.
Gestamp Holding México, S.L.
Tuyauto Gestamp Morocco, S.A.
Gestamp Romchamp, S.A.
Gestamp Autocomponents (Beijing) Co., Ltd.
Gestamp New Energy Vehicle Components (Beijing) Co., LTD.
Gestamp Córdoba, S.A.
Mursolar, 21, S.L.
Gestamp North America, INC
Gestamp Navarra, S.A
Ingeniería Global Metalbages, S.A.
Gestamp Aragon, S.A.
Gestamp Abrera, S.A.
Automated Joining Solutions, S.L.
Gestamp Polska SP. Z.O.O.
Gestamp Ingeniería Europa Sur, S.L.
Gestamp Manufacturing Autochasis, S.L.
Griwe Subgroup
Edscha Holding Gmbh
Gestamp Palau, S.A.
GMF Holding Gmbh
Gestamp Services India Private, Ltd.
Gestamp Holding Rusia, S.L.

December 31, 2022
Company holding indirect investment
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Servicios, S.A.
Gestamp Vigo, S.A.
Gestamp Vigo, S.A.
Gestamp Cerveira, Lda.
Gestamp Cerveira, Lda.
Gestamp Cerveira, Lda.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Bizkaia, S.A.
Gestamp Li nares, S.A.
Gestamp Sweden, AB
Gestamp HardTech, AB
Gestamp Noury, S.A.S
Gestamp Toledo, S.A.
Gestamp Toledo, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Palencia, S.A.
Gestamp Autocomponents (Tianjin) Co., Ltd.
Gestamp Autocomponents (Tianjin) Co., Ltd.
Gestamp Argentina, S.A.
Gestamp Aragón, S.A.
Gestamp Aveiro - Industria de acessórios de Automóveis, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Metalbages, S.A.
Gestamp Levante, S.A.
Gestamp Levante, S.A.

153

% Investment
0.01%
0.01%
41.76%
0.04%
99.90%
14.69%
100.00%1.01%
50.00%
69.85%
7.66%
100.00%0.19%
5.48%
60.63%
100.00%52.72%
45.66%
99.99%
90.00%
1.00%
0.03%
55.00%
55.00%
0.03%
0.01%
55.00%
1.00%
55.00%
55.00%
0.01%
55.00%
0.01%
40.00%
11.50%
100.00%68.94%
99.90%
94.98%
43.53%
54.34%
99.67%
15.66%
0.15%
50.00%
100.00%100.00%100.00%7.91%
16.92%
70.00%
28.63%
100.00%94.99%
94.99%
100.00%100.00%99.96%
94.99%
100.00%67.00%
60.00%
100.00%98.99%
7.81%

Company
Mursolar, 21, S.L.
Gestamp Holding Rusia, S.L.
Gestamp Severstal Vsevolozhsk Llc
Gestamp Severstal Kaluga, Llc
Mexicana Servicios Laborales, S.A. de CV
Gestamp Aguascalientes, S.A. de CV
Gestamp Puebla, S.A. de CV
Gestamp Mexicana Serv. Lab., S.A. de CV
Gestamp Toluca, S.A. de C.V.
Gestamp Puebla II, S.A. de C.V.
Gestamp San Luis Potosí, S.A.P.I. de C.V.
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V.
Gestamp Sevi cios Laborales de Toluca, S.A. de C.V.
Gestamp Córdoba, S.A.
Gestamp Sorocaba Indústria de Autopeças Ltda.
Gestamp Baires, S.A.
Gestamp Solblank Navarra, S.L.U.
Gestamp Solblank Barcelona, S.A.
Gestamp Etem Automotive Bulgaria, S.A.
Etem Gestamp Aluminium Extrusions, S.A.
Gestamp Automotive Vitoria, S.L.
Gestamp Holding Rusia, S.L.
Edscha Holding Gmbh
Gestamp Automotive India Pri vate Ltd.
Gestamp Automotive Chennai Private, Ltd.
Gestamp Holding Rusia, S.L.
Gestamp Chattanooga, LLC.
Gestamp Mason, Llc.
Gestamp Alabama, Llc
Gestamp West Virginia, Llc.
Gestamp South Carolina, LLC.
Gestamp Washtenaw, LLC.
Gestamp San Luís Potosí, S.A.P.I. de C.V.
Gestamp Chattanooga II, LLC.
Todlem, S.L.
Gestamp Auto Components (Kunshan) Co., Ltd
Industrias Tamer, S.A.
Gestamp Pune Automotive, Pvt. Ltd.
Mursolar, 21, S.L.
Gestamp Louny S.R.O.
Gestamp Palau, S.A.
Al mussafes Mantenimiento Troqueles, S.L.
Gestamp Try Out Services, S.L.
Gestamp Tooling Services, AIE
Adral Matricería y puesta a punto, S.L.
Gestamp Tool Hardening, S.L.
Gestamp Tooling Engineering Deutschland GmbH
Gestamp Argentina, S.A.
Gestamp Córdoba, S.A.
Gestamp Baires, S.A.
Gestamp Córdoba, S.A.
Autotech Engineeri ng Deutschland GmbH
Autotech Engineeri ng (Shangai), Co. Ltd.
Gestamp Autotech Japan K.K.
Autotech Engineeri ng Spain, S.L.
Autotech Engineeri ng France S.A.S.
Autotech Engineeri ng R&D UK Limited
Autotech Engineeri ng R&D USA Limited
Gestamp Tooling Erandio, S.L.
Gestamp Cartera de Mexico, S.A. de CV
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Argentina, S.A.
Gestamp Hot Stamping Japan Co. Ltd.
Gestamp Mexicana Serv. Lab. II, S.A. de CV
Gestamp Mexicana Serv. Lab. II, S.A. de CV
Gestamp Tooling Erandio, S.L.
Gestamp Autocomponents (Tianjin) Co., Ltd.
Gestamp Metal Forming (Wuhan) Co., Ltd.
Gestamp Auto Components (Chongqing), Co. Ltd.
Gestamp Autocomponents Sales (Tianjin) Co., Ltd.
Changchun Xuyang Gestamp Auto Components Co. Ltd.
Ingeniería y Construcción de Matrices, S.A.U.
IxCxT, S.A.U.
GGM Puebla, S.A. de C.V.
Gestool Tooli ng Manufacturing (Kunshan), Co, Ltd.
GGM Puebla de Servicios Laborales, S.A. de C.V.
Gestamp Auto Components (Shenyang), Co. Ltd.
Gestamp Autocomponents (Dongguan) Co., Ltd.
Gestamp San Luis Potosí, S.A.P.I. de C.V.
Gestamp San Luis Potosí, Servicios Laborales S.A.P.I. de C.V.
Çelik Form Gestamp Otomotive, A.S.
Gestamp Beycelik Romanía, S.R.L.
Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S.
Beyçelik Gestamp Sasi Otomotive Sanayi , A.S.

Company holding indirect investment
Gestamp Navarra, S.A.
Gestamp Solblank Navarra, S.L.U.
Todlem, S.L.
Todlem, S.L.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Abrera, S.A.
Gestamp Abrera, S.A.
Gestamp North Europe Services, S.L.
Gestamp North Europe Services, S.L.
Gestamp North Europe Services, S.L.
Gestamp Polska, SP. Z.O.O.
Gestamp Polska, SP. Z.O.O.
Gestamp Polska, SP. Z.O.O.
Gestamp Solblank Barcelona, S.A.
Gestamp Solblank Barcelona, S.A.
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp North America, INC
Gestamp Holding Rusi a, S.L.
Gestamp Holding China, AB
Gestamp Esmar, S.A.
Gestamp Automotive Chennai Pri vate Ltd.
Griwe Subgroup
Griwe Subgroup
Gestamp Manufacturing Autochasis, S.L.
Gestamp Palau, S.A.
Gestamp Global Tooling, S.L.
Gestamp Global Tooling, S.L.
Gestamp Global Tooling, S.L.
Gestamp Global Tooling, S.L.
Gestamp Global Tooling, S.L.
Gestamp Holding Argentina, S.L.
Gestamp Holding Argentina, S.L.
Gestamp Holding Argentina, S.L.
Gestamp Baires, S.A.
Autotech Engineering S.L.
Autotech Engineering S.L.
Autotech Engineering S.L.
Autotech Engineering S.LAutotech Engineering S.LAutotech Engineering S.LAutotech Engineering S.L
Gestamp Tool Hardening, S.L.
Gestamp Holding México, S.L.
Gestamp Holding México, S.L.
Gestamp Holding México, S.L.
Gestamp Kartek Corporation
Gestamp Cartera de México, S.A. de C.V.
Gestamp Puebla, S.A. de CV
Loire Sociedad Anónima Franco Española
Gestamp (China) Holding, Co. Ltd
Gestamp (China) Holding, Co. Ltd
Gestamp (China) Holding, Co. Ltd
Gestamp (China) Holding, Co. Ltd
Gestamp (China) Holding, Co. Ltd
Gesti ón Global de Matricería, S.L.
Gesti ón Global de Matricería, S.L.
Gesti ón Global de Matricería, S.L.
Gesti ón Global de Matricería, S.L.
Gesti ón Global de Matricería, S.L.
Mursolar 21, S.L.
Mursolar 21, S.L.
Gestamp Puebla, S.A. de CV
Gestamp Puebla, S.A. de CV
Beyçelik Gestamp Otomotive Sanayi, A.S.
Beyçelik Gestamp Otomotive Sanayi, A.S.
Beyçelik Gestamp Otomotive Sanayi, A.S.
Beyçelik Gestamp Otomotive Sanayi, A.S.

154

% Investment
46.04%
5.64%
100.00%100.00%100.00%100.00%100.00%100.00%100.00%100.00%0.01%
99.99%
99.99%
3.17%
100.00%6.77%
100.00%94.99%
51.00%
49.00%
0.01%
24.56%
33.00%
50.00%
100.00%6.67%
100.00%100.00%100.00%100.00%100.00%100.00%99.99%
100.00%74.98%
100.00%43.00%
0.01%
19.54%
47.28%
40.00%
100.00%100.00%60.00%
100.00%99.90%
100.00%97.00%
38.25%
93.23%
50.67%
45.00%
45.00%
45.00%
99.99%
45.00%
45.00%
45.00%
20.00%
100.00%40.33%
3.00%
61.61%
99.99%
0.01%
80.00%
51.00%
100.00%100.00%49.00%
49.00%
100.00%100.00%99.99%
100.00%99.99%
100.00%100.00%0.01%
0.01%
100.00%100.00%100.00%100.00%Company
Edscha Automotive Hengersberg GmbH
Edscha Automotive Hauzenberg GmbH
Edscha Engineering GmbH
Edscha Automotive Technology (shangai), Co. Ltd.
Gestamp 2008, S.L.
Anhui Edscha Automotive parts, Co. Ltd.
Edscha Hradec, S.R.O.
Edscha Japan, Co. Ltd.
Edscha Burgos, S.A.
Edscha Velky Meder, S.R.O.
Edscha Automotiv Kameni ce, S.R.O.
Edscha Engineering France SAS
Edscha Hengersberg Real Estate GmbH & Co. KG
Edscha Hauzenberg Real Estate GmbH & Co.KG
Shanghai Edscha Machinery, Co. Ltd.
Edscha Automotive Michigan, Inc.
Edscha Togliatti, Llc.
Edscha Automotive Components (Kunshan), Co. Ltd.
Edscha Kunststofftechnik GmbH
Edscha Pha, Ltd.
Edscha Automotive SLP, S.A.P.I. de C.V.
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.
Edscha Automotive Components (Chongqing) Co. Ltd.
Jui l i Edscha Body Systems Co. Ltd.
Edscha Automotive Aapico, Co. Ltd.
Edscha Mechatronics Solutions Gmbh
Edscha Pha Automotive Components (Kunshan) Co., Ltd.
Edscha North America Technologies, Llc.
Edscha Automotive Components (Shanghai), Co. Ltd.
Jui l i Edscha Holding, Co. Ltd.
Jui l i Edscha Hainan Industry Enterprise, Co. Ltd.
Edscha do Brasil, Ltd.
Edscha Automotive SLP, S.A.P.I. de C.V.
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.
Edscha Automotive Aapico, Co. Ltd.
Edscha Santander, S.L.
Edscha Burgos, S.A.
Edscha Briey, S.A.S.
Edscha do Brasil, Ltd.
Gestamp Umformtechnik GmbH
Automotive Chassis Products, Plc.
Sofedit SAS
Gestamp (China) Holding, Co. Ltd
Gestamp Prisma SAS
Gestamp Tallent, Ltd.
Gestamp Wroclaw, Sp. Z.o.o.
Gestamp Hot Stamping Japan Co. Ltd.
Gestamp Sweden, AB

Company holding indirect investment
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Holding GmbH
Edscha Pha, Ltd.
Edscha Automotive Michigan, Inc.
Shanghai Edscha Machinery, Co. Ltd.
Jui li Edscha Body Systems Co. Ltd.
Jui li Edscha Holding, Co. Ltd.
Edscha Engineeri ng GmbH
Edscha Engineeri ng GmbH
Edscha Engineeri ng GmbH
Edscha Engineeri ng GmbH
Gestamp 2008, S.L.
Gestamp 2008, S.L.
Edscha Santander, S.L.
Edscha Santander, S.L.
GMF Holding GmbHGMF Holding GmbHGMF Holding GmbHGMF Holding GmbHGMF Holding GmbH
Automotive Chassis Products Plc.
Sofedit, S.A.S
Gestamp Tallent , Ltd
Gestamp Tallent , Ltd

155% Investment
100.00%100.00%100.00%100.00%100.00%100.00%100.00%100.00%0.01%
100.00%100.00%100.00%94.90%
94.90%
55.00%
100.00%100.00%100.00%100.00%50.00%
99.99%
99.99%
100.00%60.00%
50.99%
100.00%100.00%100.00%100.00%100.00%100.00%83.26%
0.01%
0.01%
0.01%
94.99%
99.99%
100.00%16.74%
100.00%100.00%100.00%100.00%100.00%100.00%100.00%38.39%
0.37%

Company
Gescrap, S.L.
Recuperaciones Medioambientales Industriales, S.L.
Gescrap Centro, S.L.
Gescrap Navarra, S.L.
Gescrap Trading, S.L.
Gescrap Polska, SP. Z.o.o.
Gescrap Servicios Portuarios, S.L.
Gescrap Desarrollo, S.L.
Industrial Steel Recycling, LLC
Lusoscrap Lda.
Gescrap Czech, s.r.o.
Gescrap Noroeste, S.L.
Gescrap Romania, S.R.L.
Samper Refeinsa Galicia, S.L.
Recuperaciones Medioambientales Industriales, S.L.
Ges Recycling Polska, Sp.z.o.o.
Gescrap Servicios Portuarios, S.L.
Industrial Steel Recycling, LLC
Gescrap GmbH
Gescrap France, S.A.R.L.
Lusoscrap Lda.
Gescrap Czech, s.r.o.
Gescrap Autometal Comercio de Sucatas, S.A.
Gescrap Autometal Mexico, S.A. de C.V.
Ges Recycling Limited
Gescrap Hungary, KFT
Ges Recycling USA, LLC
Ges Trading Nar S.A. de C.V.
Transportes Basegar, S.L.
Gescrap Aragón, S.L.
Gescrap Slovakia, s.r.o.
Soluciones de Gestión de Residuos Mexicana, S.A. de C.V.
Gescrap India Private Limited
Gescrap LT, UAB
Gescrap Morocco, S.R.L.
Gescrap Rus, LLC
Gescrap Autometal Mexico NAR, S.A. de C.V.
Soluciones de Gestión de Residuos Mexicana, S.A. de C.V.
Ges Recycling South Carol ina, LLC
Ges Recycling Alabama, LLC
Ges Recycling Tennessee LLC
Ges Recycling West Virginia, LLC
Ges Recycling Michigan LLC
Recuperaciones Férricas Integrales, S.L.
Flycorp, S.L.
Gescrap Catalunya, S.L.
Samper Refeinsa Galicia, S.L.
Refeinsa Navarra, S.L.
Refeinsa Centro, S.L.
Reimasa Recycling, S.L.
Flycorp, S.L.
Recuperaciones Férricas Asturianas, S.L.

Company holding indirect investment
Sideacero, S.L.
Sideacero, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Gescrap Desarrollo, S.L.
Industri al Steel Recycling, L.L.C.
Gescrap Autometal Mexico, S.A. de C.V.
Gescrap Autometal Mexico, S.A. de C.V.
Ges Recycling USA, LLC
Ges Recycling USA, LLC
Ges Recycling USA, LLC
Ges Recycling USA, LLC
Ges Recycling USA, LLC
Recuperaciones Medioambientales Industriales, S.L.
Recuperaciones Medioambientales Industriales, S.L.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Férricas Integrales, S.A.

156

% Investment
100.00%80.00%
100.00%100.00%100.00%100.00%97.45%
100.00%0.25%
40.00%
30.00%
100.00%99.93%
50.00%
20.00%
100.00%2.55%
99.75%
100.00%100.00%60.00%
70.00%
70.00%
70.00%
100.00%100.00%100.00%0.30%
75.00%
100.00%100.00%0.30%
70.00%
100.00%100.00%99.90%
99.70%
99.70%
100.00%100.00%100.00%100.00%100.00%100.00%3.22%
100.00%50.00%
100.00%100.00%100.00%96.78%
50.00%

Appendix III
Guarantors for 2023 Syndicated Loan
Edscha Automotive Hengarsberg, GmbH
Gestamp Griwe Haynrode, GmbH
Edscha Automotive Hauzenberg, GmbH
Edscha Hengersberg Real Estate, GmbH
Edscha Engineering, GmbH
Gestamp Servicios, S.A.
Gestamp Bizkaia, S.A.
Gestamp Esmar, S.A.
Gestamp Abrera, S.A.
Loire S.A. Franco Española
Gestamp Linares, S.A.
Ingeniería Global Metalbages, S.A.
Gestamp Noury, S.A.S.
Sofedit S.A.S.
Edscha Engineering France, S.A.S.
Gestamp Hungaria, KFT
Gestamp Wroclaw Sp. Z.o.o.
Gestamp Cerveira, Lda.
Edscha Automotive Kamenice, S.r.o.
Gestamp Louny, S.r.o.
Edscha Velky Meder, S.r.o.
Gestamp HardTech AB
Edscha Burgos, S.A.
Gestamp Levante, S.A.
Gestamp Automoción, S.A.

Edscha Holding, GmbH
Gestamp Griwe Westerburg, GmbH
Gestamp Umformtechnik, GmbH
Edscha Hauzenberg Real Estate, GmbHGMF Holding, GmbH
Gestamp Navarra, S.A.
Gestamp Metalbages, S.A.
Gestamp Palencia, S.A.
Gestamp Solblank Barcelona, S.A.
Gestamp Aragón, S.A.
Gestamp Vigo, S.A.
Gestamp Global Tooling, S.L.
Gestamp Ronchamp, S.A.S.
SCI de Tournan en Brie
Gestamp Prisma, S.A.S.
Gestamp Polska Sp. Z.o.o.
Gestamp Aveiro, S.A.
Gestamp Vendas Novas Unipessoal, Lda.
Edscha Hradec, S.r.o.
Gestamp Tallent Limited
Gestamp Nitra, S.r.o.
Gestamp Sweden AB
Edscha Santander, S.A.
Gestamp Toledo, S.A.

Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A.,
Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A.
and Gestamp Toledo, S.A.

157

Guarantors for April 2018 bond issue
Gestamp Navarra, S.A.
Edscha Automotive Kamenice, S.R.O.
Edscha Engineering, GmbH
Edscha Briey, S.A.S.
Edscha Engineering France, S.A.S.
Edscha Automotive Hauzenberg, GmbH
Edscha Hauzenberg Real Estate, GmbH
Edscha Hengersberg Real Estate, GmbH
Edscha Automotive Hengersberg, GmbH
Edscha Holding, GmbH
Edscha Hradec, S.r.o.
Edscha Velky Meder, S.r.o.
Gestamp Bizkaia, S.A.
Edscha Santander, S.A.
Gestamp Toledo, S.A.
Gestamp Aveiro, S.A.
Gestamp HardTech, AB
Gestamp Hungaria, KFT
Gestamp Linares, S.A.
Gestamp Louny, S.r.o.
Gestamp Esmar, S.A.
Gestamp Wroclaw, Sp. Z.o.o.
Sofedit, S.A.S.
GMF Holding, GmbH
Gestamp Global Tooling, S.L.

Gestamp Noury, S.A.S.
Gestamp Palencia, S.A.
Gestamp Polska, Sp. Z.o.o.
Gestamp Cerveira, Ltda.
Gestamp Ronchamp, S.A.S.
Gestamp Servicios, S.A.
Gestamp Washington UK, Limited
Gestamp Vendas Novas Unipessoal, Lda.
Gestamp Vigo, S.A.
Gestamp Umformtechnik, GmbH
Griwe Subgroup
Ingeniería Global MB, S.A.
Loire S.A. Franco Española
Gestamp Abrera, S.A.
Gestamp Aragón, S.A.
Gestamp Metalbages, S.A.
Gestamp Prisma, S.A.S.
SCI de Tournan en Brie
Gestamp Solblank Barcelona, S.A.
Gestamp Tallent Limited
Gestamp Sweden, AB
Edscha Burgos, S.A.
Gestamp Levante, S.A.
Gestamp Funding Luxembourg, S.A.

Also, a pledge was arranged on shares of the subsidiaries Gestamp Metalbages, S.A.,
Gestamp Bizkaia, S.A., Gestamp Vigo, S.A., Gestamp Palencia, S.A., Gestamp Servicios, S.A.
and Gestamp Toledo, S.A.

Guarantors for October 2019 Schuldschein issue of bonds
Gestamp Metalbages, S.A.
Gestamp Palencia, S.A.
Gestamp Servicios, S.A.
Gestamp Toledo, S.A.
Gestamp Bizkaia, S.A.
Gestamp Vigo, S.A.

Gestamp Navarra, S.A.
Gestamp Polska, Sp. Z.o.o.
Gestamp Umformtechnik, GmbH
Sofedit, S.A.S.
Gestamp Tallent, Ltd.

158

Guarantors for June 2016 European Investment Bank Loan
Gestamp Navarra, S.A.
Edscha Automotive Kamenice, S.R.O.
Edscha Engineering, GmbH
Edscha Briey, S.A.S.
Edscha Engineering France, S.A.S.
Edscha Automotive Hauzenberg, GmbH
Edscha Hauzenberg Real Estate, GmbH
Edscha Hengersberg Real Estate, GmbH
Edscha Automotive Hengersberg, GmbH
Edscha Holding, GmbH
Edscha Hradec, S.r.o.
Edscha Velky Meder, S.r.o.
Gestamp Bizkaia, S.A.
Sofedit, S.A.S.
Gestamp Automoción, S.A.
Gestamp Aveiro, S.A.
Gestamp HardTech, AB
Gestamp Hungaria, KFT
Gestamp Linares, S.A.
Gestamp Louny, S.r.o.
Gestamp Esmar, S.A.
Gestamp Wroclaw, Sp. Z.o.o.
Griwe Subgroup
Edscha Burgos, S.A.
Gestamp Toledo, S.A.

Gestamp Noury, S.A.S.
Gestamp Palencia, S.A.
Gestamp Polska, Sp. Z.o.o.
Gestamp Cerveira, Ltda.
Gestamp Ronchamp, S.A.S.
Gestamp Servicios, S.A.
Gestamp Washington UK, Limited
Gestamp Vendas Novas Unipessoal, Lda.
Gestamp Vigo, S.A.
Gestamp Umformtechnik, GmbH
Ingeniería Global MB, S.A.
Loire S.A. Franco Española
Gestamp Abrera, S.A.
Gestamp Aragón, S.A.
Gestamp Metalbages, S.A.
Gestamp Prisma, S.A.S.
SCI de Tournan en Brie
Gestamp Solblank Barcelona, S.A.
Gestamp Tallent Limited
Gestamp Sweden, AB
Gestamp Funding Luxembourg, S.A.
GMF Holding, GmbH
Edscha Santander, S.A.
Gestamp Global Tooling, S.L.
Gestamp Levante , S.A.

159

Guarantors for May 2020 European Investment Bank Loan
Edscha Automotive Hengersberg, GmbH
Edscha Holding, GmbH
Griwe Subgroup
Edscha Automotive Hauzenberg, GmbH
Gestamp Umformtechnik, GmbH
Edscha Hauzenberg Real Estate, GmbH
Edscha Hengersberg Real Estate, GmbH
Edscha Engineering, GmbH
Gestamp Servicios, S.A.
Gestamp Navarra, S.A.
Gestamp Bizkaia, S.A.
Gestamp Metalbages, S.A.
Edscha Briey, S.A.S.
Sofedit, S.A.S.
SCI de Tournan en Brie
Edscha Engineering France, S.A.S.
Gestamp Prisma, S.A.S.
Gestamp Aveiro, S.A.
Edscha Hradec, S.r.o.
Gestamp Louny, S.r.o.
Gestamp Washington UK, Limited
Gestamp HardTech, AB
Edscha Santander, S.A.
Edscha Burgos, S.A.
GMF Holding, GmbH

Gestamp Palencia, S.A.
Gestamp Esmar, S.A.
Gestamp Abrera, S.A.
Gestamp Solblank Barcelona, S.A.
Loire S.A. Franco Española
Gestamp Aragón, S.A.
Gestamp Linares, S.A.
Gestamp Vigo, S.A.
Gestamp Automoción, S.A.
Ingeniería Global MB, S.A.
Gestamp Ronchamp, S.A.S.
Gestamp Noury, S.A.S.
Gestamp Hungaria, KFT
Gestamp Polska, Sp. Z.o.o.
Gestamp Wroclaw, Sp. Z.o.o.
Gestamp Cerveira, Ltda.
Gestamp Vendas Novas Unipessoal, Lda.
Edscha Automotive Kamenice, S.R.O.
Gestamp Tallent Limited
Edscha Velky Meder, S.r.o.
Gestamp Sweden, AB
Gestamp Funding Luxembourg, S.A.
Gestamp Levante, S.A.
Gestamp Global Tooling, S.L.
Gestamp Toledo, S.A.

160

Guarantor Companies for the Loan from the Official Credit Institute, Corporate State-owned
Entity, July 2020
Edscha Automotive Hengersberg, GmbH
Edscha Holding, GmbH
Griwe Subgroup
Edscha Automotive Hauzenberg, GmbH
Gestamp Umformtechnik, GmbH
Edscha Hauzenberg Real Estate, GmbH
Edscha Hengersberg Real Estate, GmbH
Edscha Engineering, GmbH
Gestamp Servicios, S.A.
Gestamp Navarra, S.A.
Gestamp Bizkaia, S.A.
Gestamp Metalbages, S.A.
Gestamp Esmar, S.A.
Gestamp Palencia, S.A.
Gestamp Abrera, S.A.
Gestamp Solblank Barcelona, S.A.
Loire S.A. Franco Española
Gestamp Aragón, S.A.
Gestamp Linares, S.A.
Gestamp Vigo, S.A.
Gestamp Automoción, S.A.
Ingeniería Global MB, S.A.
Gestamp Ronchamp, S.A.S.
Gestamp Noury, S.A.S.
Edscha Briey, S.A.S.

Sofedit, S.A.S.
SCI de Tournan en Brie
Edscha Engineering France, S.A.S.
Gestamp Prisma, S.A.S.
Gestamp Hungaria, KFT
Gestamp Polska, Sp. Z.o.o.
Gestamp Wroclaw, Sp. Z.o.o.
Gestamp Aveiro, S.A.
Gestamp Cerveira, Ltda.
Gestamp Vendas Novas Unipessoal, Lda.
Edscha Automotive Kamenice, S.R.O.
Edscha Hradec, S.r.o.
Gestamp Louny, S.r.o.
Gestamp Tallent Limited
Gestamp Washington UK, Limited
Edscha Velky Meder, S.r.o.
Gestamp HardTech, AB
Gestamp Sweden, AB
Gestamp Funding Luxembourg, S.A.
GMF Holding, GmbH
Edscha Santander, S.A.
Edscha Burgos, S.A.
Gestamp Global Tooling, S.L.
Gestamp Toledo, S.A.
Gestamp Levante, S.A.

161

ANNUAL REPORT 2023

INDEX ANNUAL REPORT 2023
1. LETTER FROM THE CHAIRMAN
2. GESTAMP GROUP

2.1. About Gestamp
2.1.1. Gestamp’s background2.1.2. Gestamp in the World
2.1.3. Organisational Structure
2.1.4. Products and Technologies
2.1.5. Business Strategy
2.2. Operational Excellence
2.2.1. Transformation Plan
2.2.2. Quality
2.2.3. Industry 4.0 model
2.2.4. Innovation and R&D key factors
2.3. Economic Strategy
2.3.1. Business context and results
2.3.2. Debt and Liquidity
2.3.3. Foreseeable Evolution of the Group
2.3.4. Fiscal Strategy
2.3.5. The Company in the Capital Markets
2.3.6. Dividend Policy
2.3.7. Other relevant information
2.3.8. Subsequent Events

3. ESG PERSPECTIVE

3.1. ESG at Gestamp
3.1.1. Stakeholder Value Creation
3.1.2. Contribution to Sustainable Development Goals
3.2. ESG Strategy
3.2.1. Double Materiality Analysis
3.2.2. 2025 ESG Plan
3.2.3. ESG Governing Bodies
3.3. ESG Criteria Ratings

4. ENVIRONMENTAL DIMENSION
4.1. Roath to neutrality
4.1.1.Governance4.1.2.Strategy
4.1.3.Risk management
4.1.4.Metrics and targets
4.2. Circularity
4.2.1.Gestamp’s circularity strategy
4.2.2.Implementation of the strategy
4.2.3.Monitoring of our circularity performance© Gestamp 2023

2

ANNUAL REPORT 2023

4.3. Environmental Management
4.3.1. Policy and environmental management
4.3.2. Sustainable use of resources
4.3.3. Certifications, Human, Technical and Economic resources
4.3.4. Waste management
4.3.5. Protected areas and biodiversity
4.3.6. Taxonomy

5. SOCIAL DIMENSION
5.1. Talent
5.1.1. Talent management and development
5.1.2. The Gestamp workforce
5.1.3. Hiring the best talent
5.1.4. Talent development and training
5.1.5. Employee wellbeing
5.1.6. Remuneration
5.1.7. Diversity and equal opportunities
5.2. Health and Safety
5.2.1. Gestamp Health and Safety System
5.2.2. 2023 Balance
5.2.3. 2023 Highlights
5.3. Local Communities
5.3.1. Social Action at Gestamp
5.3.2. Collaboration with non-profit organisations
5.3.3. Participation in associations and organisations

6. GOVERNANCE
6.1. Responsible Supply Chain Management
6.1.1. Management and evaluation of suppliers
6.1.2. New purchasing model
6.1.3. Quality in the supply chain
6.1.4. Responsible purchase of raw materials
6.2. Good governance and ethics
6.2.1. Good governance6.2.2. Risk management
6.2.3. Ethics and Regulatory Compliance

ANNEXES

1. Tables and additional information
2. Policies and other rules of the Group
3. About this report
4. Double materiality Methodology
5. Table of contents
6. GRI Standards Indicators
7. SASB indicators
8. UN Global Compact
9. Companies of the Group
10. Report on Independent Review© Gestamp 2023

3

ANNUAL REPORT 2023

1. LETTER FROM THE CHAIRMAN
Since our beginnings as local stamping suppliers, we have worked together with our customers,
accompanying them in their globalisa on, helping them to develop increasingly safer and more
eﬃcient vehicles, and oﬀering them innova ve solu ons to the many and diverse challenges
presented by the automo ve sector.
This has helped us become a key player in the automo ve sector, being a global reference in thedevelopment and manufacturing of metal components, with an interna onal presence in 24
countries and a diverse and mul cultural team of more than 40,000 people.
Global vehicle produc on has grown by 9.4% in 2023, consolida ng its recovery despite economic
challenges and geopoli cal tensions. The commitment, performance and eﬃciency of our teams
has allowed us to achieve good results in 2023, taking advantage of market opportuni es.
Accordingly, our revenue rose to EUR 12.27 bn, up 14.4% on the previous year and our EBITDA
increased by 13.4%, reaching EUR 1.37 bn. This growth highlights the success of a businessstrategy based on geographical diversiﬁca on, an innova ve and unique product por olio, and afocus on crea ng long-term value by leading the transi on towards electric vehicles.
These results also support our long-term vision of integra ng sustainability in the core of ourbusiness model. To this end, we have developed an ambi ous ESG strategic plan un l 2025, which
not only establishes objec ves for all the areas that we consider essen al for this correct
performance, but also strengthens our ﬁrm convic on that sustainability represents a
cornerstone of our business strategy.
The development of environmental, social and good governance aspects is integrated
transversally in our business strategy. Star ng with the development of lighter parts, which help
increase the autonomy of the electric vehicle, reduce CO2 emissions and op mise the use of raw
materials. Another key pillar of our ESG plan is to promote the circular economy, closelycollabora ng with our en re value chain to use our high-quality scrap as a secondary raw material
for the produc on of low-emission steel. In this regard, in 2023, agreements have been reachedwith our suppliers Tata Steel UK, SSAB and Arcelor Mi al to promote low-emission steel.
The commitment to local communi es in which Gestamp is present has always been a key partof our social strategy. We are aware of our role of contribu ng to the development ofcommuni es through the genera on of quality employment and the implementa on of Social
Ac on ini a ves that posi vely impact society. As a result, in 2023 we have developed around229 ini a ves with 464,827 beneﬁciaries.
All of this structured in a strong governance model supported by the Board of Directors, the ESG
Commission and the ESG Commi ee, which ensure that sustainability is addressed
comprehensively and eﬀec vely throughout the organisa on. What’s more, the new regulatory
requirements on transparency, such as the CSRD, serve as a tool to be able to show the market
how sustainability has always been part of Gestamp.
Beyond our determined commitment to sustainability and the posi ve economic performance
during the year, the group con nues to invest decisively in strengthening our long-term strategic
posi oning through product innova on and the digitalisa on of our processes.

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In this way, we are commi ed to innova on and technology as a driving force for developing
solu ons that help in the transi on towards cleaner mobility that is safer for people, and to help
address challenges within the industry. Gestamp is a technology company that already has thecapabili es to oﬀer a product por olio that will be key in the new architecture of the car of the
future, products that combine weight eﬃciency, passenger safety and the most compe ve cost.
Furthermore, thanks to our Industry 4.0 model, we are developing more eﬃcient and ﬂexible
produc on plants that con nuously improve opera ons management and provide opera onal
ﬂexibility through the digitalisa on of all our processes.
In 2024, we will con nue working in the Group on using all the means at our disposal to reaﬃrm
our commitment to sustainability and contribute to the achievement of Agenda 2030 and theUnited Na ons Sustainable Development Goals.

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2. GESTAMP GROUP
2.1 About Gestamp
2.2 Operacional Excellence
2.3 Economic Strategy

2.1. About Gestamp
Gestamp’s background
Gestamp is a multinational company specializing in the design, development and manufacture ofhigh-end metal parts for the automotive industry.
Since it was formed in 1997, Gestamp has gone from being a small local metal stamping supplier
to a global company, operating in the main automobile manufacturing hubs. The customer has
always been at the center of the business, with Gestamp accompanying them into new markets
and offering them innovative solutions to tackle the many different challenges of the automotive
industry.
Gestamp is a standout supplier in the automotive parts industry, with the necessary critical mass
to meet the needs of its customers and a strategy based on globalization, technologicaldevelopment, financial solvency and operational excellence.
Gestamp is a major group within the automotive industry, committed to ensuring safety, always
striving for safer and cleaner mobility.
With operations in 24 countries, Gestamp is made up of more than 44,000 people of different
nationalities, forming a large, diverse, multicultural team.
As a family business, Gestamp was intended to be a long-term project from the very beginning.
This intention has remained strong over the years, through the fostering of long-lasting
relationships based on trust. After more than 25 years progress, Gestamp looks to the future
ambitiously, while remaining loyal to the core essence of the business and firmly committed to
becoming better every day.

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Gestamp in the World

Organisational Structure
Gestamp’s organisational model is built on functions that focus on business, product, process andstrategic project development, while our geographic divisions are focused on the launch ofindustrial projects and the efficient management of production capacity.

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Products and Technology
Throughout 2023, Gestamp has maintained its leadership in the development of solutions to the
new technological and mobility challenges facing the automotive sector.
Quality, efficiency and effectiveness are the pillars when working on the development of
increasingly safe and sustainable products that its customers adopt in new vehicles.
From the Technology and Innovation Office, Gestamp works to make mobility increasingly
sustainable with great care in the impact generated on the environment, in addition to prioritizing
people's safety.
Thanks to innovation in technology, Gestamp is able to offer to the market more advanced
products for the manufacture of increasingly efficient cars.
Technology
Gestamp, world technological leader, has a wide variety of technologies that allow it to offer
customers innovative solutions that respond to industry requirements, achieving a balance
between safety, performance, weight and cost.
Gestamp has evolved technologically from a company specialising in cold stamping to a multitechnological company, continually striving to incorporate new technology into manufacturing
processes and expanding the traditional techniques.
Gestamp is a leader in hot stamping technology, with more than 100 lines all over the world. This
technology makes it possible to manufacture safer and lighter metal components, which reduces
the overall weight of the vehicle, lowering energy consumption and thus reducing CO2 emissions.
During 2023, it has continued to advance even further in this technology and, as a result, haslaunched a new line of large products that has generated great acceptance by its customers,
translating into new business for some of its manufacturing plants.
Some of the technologies that we can find within the Gestamp portfolio are:-Multistep
Hot stamping
Cold stamping
High-strength steel stamping
Rollforming
Hydroforming
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- Laser Welded Blanks- Patchwork Blanks
Products
Gestamp designs, validates, industrializes and produces a wide variety of automotive
components.
A large part of these products are structural elements of the vehicle that act in the event of acrash, deforming appropriately, transforming the maximum amount of kinetic energy into
deformation work.
In the same way, it designs and manufactures other components through which it seeks toachieve the required rigidity, reducing the degree of torsion under stress. This improvement inrigidity also contributes to improving the dynamic behaviour of the vehicle.
In addition to what has been mentioned, other highly relevant aspects to take into account in thedevelopment of products are comfort and durability.
We can group the family of products that Gestamp works on into three large groups:- BIW- Chassis- Mechanisms

Body in white (BIW)
Body-in-White products (or BIW) form the structure that supports the vehicle and protects thedriver and other passengers.

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It participates in crash safety,
aerodynamics, weight distribution andgeneral structural integrity, in addition
to defining the aesthetics of the vehicle.
The body must be designed so that, inthe event of a crash, deformation occurs
appropriately and the maximum amountof kinetic energy is transformed into
deformation work. Certain parts have toabsorb a large amount of energy in the event of an impact.
It is here, in the bodywork, where the use of hot stamping is key to lightening the vehicle and, inturn, exceeding the increasingly demanding safety regulations.
Gestamp has been revolutionizing the design and manufacturing of parts in this technology, being
able to integrate functionality through solutions in which the latest generation materials are used.

ChassisThe chassis comprises the under body of vehicles and includes systems, frames and related parts,
such as front and rear axles and couplings,
control arms and integrated couplings,
which connect the body and the powertrainof a vehicle and support its weight.
These structures are essential for the
dynamics, performance and safety ofvehicles and have a particular influence as
regards noise, vibrations, driving andimpacts.

Mechanisms
These are mechanical components, such as hinges fordoors, bonnets and boot doors, door checks and door
hinges, which enable users to open and close a vehicle’s
bonnet, side doors, rear doors and boot, as well as pedal
systems and hand brakes. Mechanisms also include
powered systems that allow vehicle doors to open andclose electrically and by means of remote activation.
These components afford important functionalities andplay a significant role in safety and comfort.

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Dies, Presses and Other Products and Services
Gestamp has established broad in-house capabilities fordeveloping and manufacturing dies, covering the entire
value
chain: design, machining, construction,commissioning, developing prototypes and tracking.
The company also offers its own press construction
services and engineering technical services, independentof its specific manufacturing programmes.
In this way, Gestamp maintains within the Group an extensive experience across the entire value
chain in hot and cold stamping processes, thus achieving optimal quality with a commitment tocost.

Business Strategy
Gestamp's strategy is based on three key aspects: to be an innovative, competitive andsustainable company.
It aims to strengthen its position as an innovative supplier and move forward together
with its customers, by offering them innovative solutions to build more sustainablemobility.

Committed to competitiveness by making good use of all the progress achieved in recent
years in the area of Industry 4.0.

Making progress in terms of sustainability in all the ways that society is currently
demanding.

With its sights set on the long term, and with the aim of maintaining its position as the global
strategic partner for automotive manufacturers in BIW, Chassis and Machinery, Gestamp is rollingout a Transformation Plan to adapt its organizational and industrial structures, in preparation for
the future and for any changes the market may dictate.
Vision and Principles
To be the automotive supplier that is most renowned for its ability to adapt business to creating
value for the customer, while maintaining sustainable economic and social development.
Corporate principles
1. The client as the centre of the business
2. Operating Excellence as a regular practice
3. Innovation as a means of progress
4. Sustainability to ensure permanence in time
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Solid Business Track Record
Over its long history, Gestamp has become a global supplier with expertise in technology,
standing out for its proximity to its customers, continuous innovation and strong
internationalisation strategy. The company bases its strategy on leadership, globalisation,technological development, financial solvency and operational excellence.

2023 Milestones
Date

Milestone
Auto Expo: Gestamp in India: fourth hot stamping line and focus on
January 12/01/2023
new mobility
02/02/2023 Future Fast Forward Presentation
February 03/02/2023 H.M. King Felipe VI visited Gestamp for its 25th anniversary
27/02/2023 Presentation of annual results 2022
11/04/2023 Standard & Poor’s raises Gestamp’s rating
April
18/04/2023 Gestamp participates in Auto Shanghai
May
09/05/2023 Annual General Meeting
15/06/2023 Appointment of director of communications
June
20/06/2023 Celebration of Capital Markets Day
06/07/2023 VW Awards
July
21/07/2023 ArcelorMittal and Gestamp sign a circularity agreement
Supporting young talent: Gestamp sponsors Formula Student Spain
August28/08/2023
for another year
14/09/2023 CAAR, FJRM and RSC Awards
September
28/09/2023 Gestamp obtains ISO 45001:2018 certification
Gestamp joins with Catena-X to promote collaboration within the
02/10/2023
automotive industry
October 10/10/2023 Stellantis Awards
Gestamp and Tata Steel sign a partnership agreement to almost
10/10/2023
double the amount of recycled steel used in its production
26/10/2023 Gestamp and SSAB come together as partners to use fossil-free steel
November 06/11/2023 FJRM Motor Star Award
14/12/2023 EnerTIC Award ESG culture promoted
December
FJRM re-elected as president of Sernauto
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2.2. Operational Excellence
Competitiveness, based on quality, efficiency and effectiveness, is one of Gestamp's strategicpillars. With our sights set on the long term, here at Gestamp we strive to continuously improve
our processes and operations in order to be efficient at all levels. In a competitive sector, such as
the automotive sector, standing out from the rest is necessary. Our operations and management
have to be excellent.

Transformation Plan
In order to prepare for the future and the changes forced upon us by the world, as well as market
uncertainty, Gestamp launched ATENEA two years ago, a comprehensive, ambitioustransformation plan for continued growth and improvement which addresses key issues arisingfrom the company’s rapid growth.
This project remains a key milestone for the future of the Group and aims to build on everythingthat has made Gestamp successful in the past, in order to stay competitive in the future.
The transformation programme seeks to improve the efficiency and effectiveness of corporate
functions and operational layers in processes, systems, organisation and culture.
The programme was launched in September 2021 with 45 initiatives, signifying the first steps ofthis model of excellence. This live project saw the launch of a second wave of 25 initiatives at thestart of 2022, this time put forward by the organisation and led by talent from all regions. Since
then, the launch of initiatives has continued as required by the organisation and its different
functions, with a total of 92 initiatives launched over the two years of the programme. The
transformation plan has, therefore, become a programme driven and led by the organisation
itself.
There are currently 48 initiatives underway, with multidivisional teams working together todesign the best solution, with an expected impact of nearly 80% in plants and divisions. A total of
79 of the Group’s plants are currently involved and more than 750 people are actively working
on the ATENEA programme.
This ambitious plan is part of Gestamp’s strategy and will be crucial for overcoming the challengesof the future, aiming to ensure operational excellence in its factories and the transition towards
corporate functions with greater added value.

I. ATENEA seeks to improve efficiency and effectiveness across the organisation in terms ofprocesses, systems, organisation and culture, covering corporate, operational and plant
functions.

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II. ATENEA promotes Gestamp's values and strategic objectives as key pillars to support
every transformation project, given their fundamental contribution to the Group's recent
growth success.
III. ATENEA constitutes a multidisciplinary ecosystem that brings together operations,
corporate functions, IT systems and data, organisation and culture to meet Gestamp's
needs.
IV. ATENEA is an incremental value creation programme that works through the launch ofcross-cutting transformation initiatives and projects, as well as a monitoring system with
KPIs that are transparent to the organisation.
V. ATENEA has a data strategy as its cornerstone, geared towards maximising business value
through the use of data, and a system of governance that ensures its proper management
and preserves its quality.
ATENEA’s transformation projects and governance model seek to ensure a positive impact on
culture, the organisation and ESG:
Culture: New transparent and uniform approaches to working across all geographical areas andfunctions.
 An ecosystem of collaboration and coordination between departments and operational
levels.
 Formalisation of management processes (e.g. commitment to results, monitoring,accountability).
 Clear communication mechanisms.
 Promoting global talent by identifying and empowering the leaders of tomorrow.
Organisation:
 Strengthened leadership with shared objectives.
 New roles and responsibilities in relation to the governance model for transformation
projects.
 A greater level of integration and communication between corporate divisions andfunctions.
ESG (environmental, social and governance):
 Ensure alignment of ATENEA with ESG

QualityIn the automotive industry, each part that makes up the final product is important in ensuring thecorrect functioning of the manufacturer's assembly line, the quality of the vehicle and even, forsome products, the safety of users. For those reasons, the industry is a pioneer in the applicationof quality systems throughout the value chain. Gestamp’s customers demand flawless productsin the required quantity and by the agreed deadline to ensure both the quality of the final productand its proper functioning.
Quality Systems
All of Gestamp’s production plants have developed and maintained a quality management systemwith the international certifications required by Gestamp’s customers. These certifications aremainly in accordance with IATF 16949 (99% of Gestamp’s production plants with at least one yearof records), with the remaining 1% representing a single plant that only supplies customers who
do not require this certification.

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The management systems of each and every one of the plants are based on Gestamp’s minimum
quality management system, known as GQS (Gestamp Quality System), which ensures a minimum
degree of uniformity across all of them.
This management system aids Gestamp’s continuous improvement by focusing on the customer
and promoting prevention over detection, resulting in fewer defects and less waste in the supply
chain, in a safe and sustainable manner.
However, sometimes incidents may arise among clients, in which case predefined response
mechanisms are activated and measures are taken so that the causes that produced theseincidents are not repeated. These mechanisms are common in the automotive sector, such as
troubleshooting methods, such as 8D, including root cause investigation methods such as 5W,
5M or Ishikawa or warranty management methods, including NTF Non-Trouble Found, to namea few. These methodologies are a standard in the sector, accepted and required by all clients.
These management systems are ever-evolving, capable of adapting to industry changes andseeking continuous improvement. In 2023, work continued to define and roll out the new system
for managing costs of quality, launched in 2021, with extensive use of available IT tools. Two new
sprints were added to those already developed in 2022 related to the costs of selection andrework processes with Gestamp resources and supplier charges.
Customer-Oriented Quality
Gestamp is committed to building solid, long-lasting relationships based on trust with customers.
To achieve this, continuous dialogue is encouraged, which serves to better identify and meet theirneeds.
-

Annual meetings
Annual meetings are held at the highest level with customers in order to review shortterm results and forecasts; longer-term prospects, trends and opportunities are also
discussed at these meetings. Moreover, the development of common strategies, newtechnologies and any needs raised by the customer are considered.

-

Day-to-day relations
Direct contact is maintained with the customer regarding day-to-day activities, in boththe industrialisation phase and the mass production phase. During the industrialisation
phase of new products, constant contact is maintained with customers, with particularly
close monitoring of those projects that are considered strategic in order to ensure an
appropriate response.
Our production plants maintain daily contact with the facilities of our customers. This
contact is more operational in nature, seeking to provide a flexible response to therequirements and needs of the customer, and resolve any issues that may arise on a dayto-day basis.

-

Customer audits
The customer, in turn, visits the plants from time to time to carry out audits andcontribute towards continuous improvement, together with periodic assessments whichallow Gestamp to determine its level of quality in comparison with the customer’s othersuppliers, and to take measures in areas where there may be room for improvement.

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Each customer decides on the frequency of these audits, which is usually yearly, but canbe adapted according to the circumstances. Gestamp always works with the customer byarranging these visits, providing the information required to ensure the audit isconducted properly.
Monitoring and Internal Control
Monitoring the quality performance of parts delivered to customers is undertaken throughinternal audits on products, processes and systems, as well as through the use of indicators at alllevels of the organisation (plants, regions, divisions and corporations).
The incidents that occurred during the year were resolved between the automotive
manufacturers and the Group, which successfully managed the incidents within the optimal timeframes. This ensured that end users did not face any inconvenience and no vehicle in thepossession of an end user was recalled for a revision for any reason relating to the products
supplied by the Group in 2023.
The manner in which said incidents were handled was the key element in resolving them. As such,there was no need to resort to the insurance guarantees that the Group has taken out.

Handling of Safety-Critical Components
Gestamp has a specific directive for handling safety-critical components, understood as those
that, according to the VDA (Verband Der Automobilindustrie), contain a safety or regulatory
feature, i.e. that could pose an immediate risk to the life and limb of the occupants or a breachof current legislation. Some examples include the vehicle’s steering, suspension or impact
resistance in the event of a collision. This directive also outlines the specific requirements formaintaining records associated with this type of component, which are key to taking potential
action should any adverse events occur. Furthermore, there are other company-wide directives
that form part of Gestamp’s quality management system, specifying minimum requirements sothat design and manufacturing processes can manage factors that may affect safety-criticalfeatures in the most effective way possible.

Project Quality
In order to adequately manage risk right from the project phase, the company’s project quality
department is leading a company-wide initiative related to risk prioritisation based on an FMEA
cycle (Failure Mode and Effects Analysis), one of the most powerful standards in the industry.
To this end, an ambitious programme is underway to fine-tune its use, in terms of both method
and through the development of an IT tool, which will improve the detection and analysis ofpotential faults in product design or the production process, as well as their causes. It will also
allow for the relevant measures to be taken later in the phases of mass production control.
The tool’s development was completed in 2022 and it was launched in 2023 for start-up projects,
reaching a total of 1,753 active users in the new system with 270 open projects, including 21
design FMEAs, 1,045 process FMEAs and 811 control plans by the end of 2023. Furthermore,
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painting, machining and bonding) to be reused across all plants, thus capitalising on all theexpertise that already exists within Gestamp.
Process Quality
The Process Quality department provides an organisation-wide set of standards and methods
linked to the most critical technologies and production processes within the Group, focusing inparticular on special processes (those in which the part has to be destroyed to ensure that the
product is up to standard, such as parts involving arc welding).
Its aim is to align all of Gestamp’s production activity with the customer's quality requirements
and international standards in order to maximise the quality and efficiency of said activity. Thus,
Gestamp ensures compliance with the customer’s requirements throughout every process, fromthe early phases of production to delivery of the final product. In 2023, a specific department for
Quality 4.0 was set up, with the aim of increasing the added value of 4.0 tools. A number ofprojects are set to be deployed over the next few years, one of which relates to merging productand process characteristics for chassis and battery box products.
So far, in addition to the production process standards defined in previous years such as arc
welding, hot stamping, leather pieces, resistance welding and painting, specific processes havebeen added for the manufacture of battery boxes, such as machining and bonding. Work has also
been carried out on subprojects stemming from the main projects. During 2023, the major chassis
plants were also audited according to the reference framework created the previous year,
including system aspects and all the relevant technology.

In 2023, part of the certification process of the main previously indicated technologies of theplants has been resumed, prioritizing the evaluation of the chassis plants. In 2024, it is planned
to continue evaluating the implementation of the already defined standards in production
plants.

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Global Control Equipment ProjectWork on the global control equipment project continued throughout 2023 (see the evolution inprevious Annual Reports). The project had established several lines of action, such as: assessing
the inventory of equipment available in production plants around the world, reviewing andidentifying the suppliers of this technology and their limits and, finally, drafting complete guides
for each equipment family. Finally, a database is also available to manage all the equipment andthus optimise analysis, from the technical point of view of the plants’ needs, where the feedback
from the plants is being implemented.

Industry 4.0 model
For years, Gestamp has been working on an Industry 4.0 model with the aim of creating more
efficient and flexible production plants with more consistent and reliable processes, using data
analysis and intelligent processes to ensure that the right information reaches the right people atthe right time.
During this time, over 100 IoT projects have been set in motion, covering Gestamp’s main
production processes such as hot stamping, cold stamping, chassis manufacturing and spot
welding. Furthermore, more than 50 projects have been virtualised, ranging from sophisticatedproduction lines to entire factories. Also, 9 applications have been developed for maintenance,
logistics, quality and energy efficiency tasks, which facilitate day-to-day plant management.
Gestamp has been able to develop these projects thanks to the work of multidisciplinary teams
made up of experts in industrial and technological operations, digital developers and new
professional profiles specialising in data management. This has ensured greater knowledge in theareas of digital technology, IoT, big data and virtualisation, as well as in other fields such as
artificial intelligence, collaborative robots, resource orchestration, computing, etc. The majorityof these technologies are being used in projects currently under way.
Thanks to the experience we have gained over the years, the Digital Factory is now a reality at
Gestamp. A Digital Factory where everything is connected—products, machines, systems andpeople—, sharing information in real time in a transparent way and ensuring that the factories
can operate efficiently at all times.
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and standardisation among them, so that they come together in an environment governed toperfection. This will allow us to design and deploy a longer-term strategy.
Meanwhile, in 2022 and 2023 greater impetus was given to all aspects related to change
management, the creation of digital culture and the strengthening of teams and structuresdesigned specifically to implement the strategic digitalisation plan. This involves a major effort interms of training and transforming professional profiles that specialise in digital systems, defining
positions and duties allocated across the various regions and plants, and fostering a robust
community within Gestamp that upholds its strategy and governance on a global level.
In terms of new developments, tremendous effort is going into systematising and standardising
relationships with both strategic and service partners in order to streamline all these efforts andboost progress on the roadmap towards a smart factory.
In addition, by combining experience in digitalisation and advanced engineering, Gestamp has
developed a new concept of flexible assembly, allowing for the production of different productson the same line. Thus, we are moving one step closer to digital industrialisation, evolving fromproduct-specific and linked systems to generic and individual systems where movements arecarried out by AGVs (guided vehicles) instead of static robots.

With all this, in 2023, significant effort has gone into advancing the creation of a federated
digital ecosystem, where the i4.0 community has increasingly clear standards for thecontribution, development and implementation of digital tools. As such, the degree ofcustomisation and closeness to the needs of each plant has significantly increased, meaning theacceptance and adoption of such tools has also increased.

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On the other hand, Gestamp has also clearly driven forward the tools and structures needed todevelop artificial intelligence (AI) and apply it to the most ambitious industrial challenges, interms of efficiencies, energy consumption and quality. In 2024, supported by all thedevelopments in 2023, the aim is for Gestamp to be able to successfully apply thesetechnologies in multiple contexts, setting off on the path towards industry-specific AI in a fully
regulated environment, keeping knowledge and property within the organisation.
All this allows Gestamp to deal with the uncertainties that the automotive industry is facing andto be more adaptable to change. Gestamp is actively working on a model of a connected, smart,virtualised, safe and scalable factory that can be flexibly, swiftly and efficiently adapted to theconstantly changing needs of the industry.

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Innovation and R&D key factors
With an eye on the long term, Gestamp seeks to accompany its clients in the new challenges they
face and does so with innovative solutions that it deploys in the designs of its clients' vehicles
thanks to co-development.
Innovation
Innovation as a means of progress
Research and development is a priority at Gestamp. Through innovation, we seek to stay one stepahead of new technological trends and to offer standout products that meet efficiency, weight,
cost, quality, comfort, safety and sustainability requirements.
Gestamp develops innovations under a program that groups together projects that must resultin proprietary solutions that offer differential value to the market.
Within this framework, Gestamp evolves in the areas of technologies and product solutions that
contribute to maintaining technological leadership within the sector.
With 13 R&D centres around the world, Gestamp understands that innovation is essential toobtain added value and achieve a distinguished position in the automotive sector.
Gestamp supports its customers in the design and manufacturing of products, from the initialidea to mass production. This cooperation, which sometimes lasts up to 5 years before a vehicle
is launched, enables to respond to current expectations and also to jointly develop concepts,
technologies and solutions for the future.
Thus, this year Gestamp has developed a greater number of projects based on future models,reaching 504 co-development projects in body in white, chassis and mechanisms.
In recent years, Gestamp has made significant investments to develop and extend the R&D area,
which facilitates a strategic and trusting relationship with customers.
At the end of 2023, Gestamp had a team of almost 1,700 people dedicated to innovation, both in
the 13 R&D centers and in the production plants. In many projects, not only R&D engineers are
involved, but also stamping, metrology, welding and quality engineers, whose contribution is very
valuable throughout the development, connecting the development of products and processes
in the conceptual phase. initial.

504 co-development
programmes in 2023

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Key R&D factors for Gestamp
SAFETY
Gestamp works to develop increasingly safer vehicles, focusing on identifying formulas that
ensure greater safety for both vehicle occupants and pedestrians. Gestamp is a pioneer in the
manufacture of products using hot stamping, one of the most advanced technologies for
improving performance and passenger safety in the event of a collision.
In addition, high-strength steel products significantly improve the ability of vehicles to withstand
impacts. Improvements in the energy absorption of Gestamp's products, both chassis and bodyin white, increase the passive safety of vehicles.
In turn, technologies such as hot stamping, where Gestamp is the market leader, make it possible
to meet the most stringent safety requirements and withstand vehicle-to-vehicle crash tests.
Gestamp is developing new hot stamping products, such as extreme size parts that will increasesafety performance, integrate more functions and reduce assembly time for our customers.
Likewise, our mechanisms unit is developing and producing passive safety solutions and achieving
good results in improving pedestrian safety thanks to hood hinges.

LIGHT WEIGHTING AND REDUCED EMISSIONS
Gestamp is continuously working to develop lighter vehicles. Weight reduction is one of thecompany's main areas of research. It is one of the most demanded requirements in theautomotive sector due to the need to improve fuel efficiency and reduce CO2 emissions.
Chassis and body components are essential for meeting emissions targets, as they make up
around 70% of the vehicle's total weight.
Also, as part of the electrification trend in the industry, the increase in vehicle mass due tobatteries has reinforced the importance of lightweighting. Weight affects the range of the electricvehicle, and until the full decarbonisation of the electricity grid takes place, its consumption willcontinue to play an important role in the CO2 emissions of vehicles during the use phase.
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technology and the development of multi-material solutions have led to various alternatives forlighter vehicles.
In order to take into account the environmental impact of, for example, weight reduction, life
cycle analysis (LCA) of products is carried out as a strategic element in the design phase. As
explained in the Circular Economy chapter, the carbon footprint of the different processes
carried out at Gestamp and the materials used in the production phase are some of the main
variables analysed in the study. For example, it has been found that the lightening of parts andthe use of a smaller amount of raw materials are two of the factors that most influence thereduction of the carbon footprint. This is due to the high impact of the extraction phase of thematerials used, in addition to the use phase of the vehicles explained above.
COMFORT
Driving experience, comfort and dynamism are some of the key aspects that users take into
account. Gestamp develops solutions that improve comfort and convenience when using thevehicle, such as components that reduce the noise and vibration of the vehicle, electrical systems
that allow doors and trunks to be automatically raised and held or doors opened with the greatest
safety thanks to a complete system of sensors that avoid impacts against obstacles.
The main criteria for a user's vehicle purchase include driving experience, comfort and dynamics.
This is leading to a rise in demand for components such as electric liftgate systems, noise andvibration reducing components, electric door systems, power assist steps and noise reducing
tyres.
At Gestamp we have been working on these components for many years and we are at theforefront within the sector. Originally and to date, they are components that are mounted onhigh-end vehicles and SUVs, but it is expected that in the coming years they will become astandard in all types of cars.
GESTAMP'S EV CONCEPTElectrification is an unstoppable trend for the automotive sector, with diverse factors driving it
forward, the most important of which is the growth in urban populations and the improvementin the air quality there.
Gestamp's strategy remains to constantly accompany its customers in order to offer them thebest innovations for their vehicles and, in the case of electric vehicles (EV), to help them in thetransition to electric vehicles.
The Technology and Innovation Office teams develop different solutions for the electrification ofdifferent mobilities.
The Electric Vehicle area and Gestamp's R&D teams are offering various solutions, such as the
new electric battery box, chassis components integrating the new electric motors. These
components meet traditional specifications like durability, rigidity, and strength, but they need
to be optimised in terms of noise transmission and energy absorption during collisions due to thespecific architecture of battery electric vehicles (BEVs). Additionally, innovations in the use ofdifferent materials are being pursued to reduce weight and provide more suitable solutions for
new electric platforms. The motto is: the right materials in the right place.

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The impact behaviour is different in a battery
electric vehicle (BEV), mainly due to the higher
weight and low centre of gravity of the battery
system. In addition, the higher mass of thebatteries also contributes to the potential energyof the vehicle in case of a collision. Gestamp has
developed a wide range of body in white products
to increase safety and protect battery passengers
in the event of a collision.
It should be noted that the company has collaborated in different types of mobility beyond
electrification itself. Thus, projects have been developed for cars that cover long distances,small cars for cities, and concepts referred to as “urban people mover” and “last mile delivery”.

Gestamp's main innovations
GESTAMP LABORATORY FOR THE VALIDATION OF AUTOMOTIVE COMPONENTS
G-Lab, Gestamp's virtual laboratory for the validation of automotive products, is an R&D
programme that develops digital prototypes of its own vehicles in order to validate the behaviourof new body in white components and technologies.
This is the most relevant safety-focused project at Gestamp, as G-Lab is based on prevention as
the main pillar throughout the design, development and manufacturing process of vehicle
components.
G-Lab was created with the aim of obtaining the best results in virtual validation of all types ofcollisions and impact scenarios for the different vehicle segments. For this reason, the program
allows for full vehicle collision simulations during the co-development process with customers.
Thanks to G-Lab, Gestamp offers the best body in white solutions in new mobility scenarios,
focusing on safety, lightness and sustainability. These models offer the possibility to perform
much of the development and testing in the virtual environment and thus accelerate the design,
testing and approval phases.
Gestamp has numerous virtual models of combustion engine vehicles (ICE), plug-in hybrid electricvehicles (PHEV) and battery electric vehicles (BEV). These models allow the impact of newtechnologies, new designs or materials on the body and chassis to be predicted and assessed interms of weight, performance and cost.
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NEW MATERIALSIn a bid to develop new, lighter and safer products, Gestamp is researching new materials. The
company believes that the kind of structural materials used will gradually change in the years tocome, with an increase in the use of aluminium, carbon fibre, new high-strength steels and multimaterial hybrid structures.
High and ultra-high-strength steels: The application of Advanced High Strength Steel(AHSS) and Ultra High Strength Steel (UHSS) helps to reinforce vehicles to protect thepassenger compartment in the event of an accident.



Aluminium: The use of aluminium allows weight reduction in high-end models byapplying aluminium solutions in the cladding parts and doors of the vehicle. Gestamp
already manufactures battery cases with the most advanced crash alloys.

Composite materials: Some manufacturers have used composite materials to reduce theweight of high-end vehicles and improve their efficiency. Due to the great need to reduce
the weight of electric vehicles, more and more applications of these materials are being
found.



Multi-material structures: Companies such as Gestamp are investing in new technologies
and machinery to create multi-material structures as part of the existing manufacturing
process and value chain. This formula supports the philosophy of the right material in theright place and opens up a wide range of innovations to respond to the lightweighting ofparts to meet the need to reduce fuel consumption and emissions.

TECHNOLOGICAL DEVELOPMENT
Gestamp's R&D teams are constantly developing new technologies in line with customer needsin order to increase performance or reduce weight. One example is the launch of new advanced
cold-formed steels with improved strength properties, which enable weight reduction by applying
the knowledge and experience gained in the forming and development of chassis products.
Development teams focus on innovative design approaches to deliver optimised highperformance products; from increasing service life by design and minimising weight through inhouse optimisation tools coupled with manufacturing expertise to achieve 10-15% mass
reduction, to the introduction of new paint processes to improve corrosion protection.
In the hot-stamping field, development of the new Ges-Multistep technology continued,
optimising the process for different types of steel, including zinc materials with a new improved
anti-corrosion coating.
New processes have also been developed that allow hot stamping of material with 25% higher
strength. This material is manufactured using a laser post-treatment that gives it sufficientductility to obtain the best results in impact tests.

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Three partial cooling methods have been employed to obtain different mechanical properties
across a part and achieve better shock performance. And new degrees of hardness/absorption
have been achieved that allow for even better deformation control.
Gestamp has managed to produce parts with “soft zones” that have different degrees of hardness
and absorb the force of impact, with different production processes:
 During forming: in the die/forming tool.
 After forming: post-treatment by alternative heat source, laser, induction, Ges-Softbend.
 Before forming: in the heating furnace.
With these developments, Gestamp has become the most advanced hot stamping supplier in themarket, offering a wide range of materials with different resistance and coating features.

Beyond steel, Gestamp has managed to bring hot stamping technology to aluminum. The needto reduce the weight of vehicles has led some manufacturers to increasingly use aluminum insome components, such as doors, and in chassis components for large and high-end vehicles.
The low level of formability and the high elastic recovery of this material in the conventional cold
stamping process has motivated the R&D department to process hot stamping, where design
pieces very similar to those made of steel are achieved, but much lighter and with almost zeroelastic recovery.
Gestamp's current hot stamping lines can be used for both materials by only modifying theprocess parameters. Gestamp has ended 2023 with a total of 106 hot stamping lines.
For the manufacture of battery boxes, new aluminum extrusion processes have been developedin which large section profiles with high ductility are produced. This makes it possible tomanufacture boxes with very light frames to protect the battery.

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PRODUCT DEVELOPMENT
Product innovation at Gestamp comes from the application of new technologies to create lighter,more efficient components.
BODY IN WHITE
Extreme Size Parts
Gestamp has created two product families, GES-GIGASTAMPING tm and GES-ENERCONT tm.
There is a clear growing trend among all original part manufacturers to develop extreme size
parts, fully in tune with the challenges of electric vehicles.
Gestamp's leadership in hot stamping technology has enabled it to create new products of muchlarger sizes than those that currently
make up the body in white. Thanks to
the reduction in the number ofcomponents, the complexity ofassembly
processesonmanufacturers' production lines isalso reduced, minimising their internal
production costs.
These extreme size parts are designed
to improve vehicle weight and carbon
footprint while maintaining safety.
With different mobility possibilities in mind, Gestamp has created GES-ENERCONT tm, a family ofenergy containers. In the case of long-haul vehicles, Gestamp has developed a compact solution
with a design that is valid for both steel and aluminium in which energy capacity has beenmaximised.
This product from the Extreme size parts family and manufactured with hot stamping technology
offers a single cell solution. With urban mobility in mind, Gestamp has created a lightweight andcompact solution that not only uses aluminium, but also composite materials.
This product from the Extreme size parts family and manufactured with hot stamping technology
offers a single cell solution. Thinking about urban mobility, Gestamp has created a light andcompact solution that not only uses aluminum, but also composite materials.

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CHASSISUse of carbon fibre reinforced composites in chassis products
In the Chassis project, Gestamp has partnered with Ford (lead), the NCC and the University of
Nottingham to reduce the weight of three components in a Ford Transit, the best-selling van of
all time. These include the front subframe, the front lower wishbone, and the rear solid axle. The
result is a 40 % component weight reduction at an affordable cost. This represents a saving of
more than 30 kg on the current steel components. In this project, Gestamp used its own in-house
topology and material optimisation tools to generate the new chassis concepts, placing the rightmaterial, with the optimal component geometry, in the most advantageous position.
The opportunity to explore new innovative ideas to reduce mass in chassis products consolidates
Gestamp's current market leadership position in steel and aluminum chassis structures and is afurther example of Gestamp's continued drive to utilize innovation as a means of progress andremain at the forefront of innovation in the sector while working closely with clients.
In 2023 Gestamp closed a very ambitious project launched together with a client to develop alighter, stiffer and safer front lower control arm.
The study used the product of the front lower control arm, an important component of an
automobile suspension system that stabilizes the vehicle when in motion, placing extreme
demands on formability, strength, stiffness and fatigue properties. It had to work perfectly in theevent of a head-on collision. The challenge was to develop and produce a low control arm withhigh strength steel grades that did not previously exist on the market. After six years of designand development with our client, we achieved the cost targets, the weight target (a 16% weight
reduction in the part) and the CO2 target. The result, a new Docol® 1000 CP steel grade.
Aluminium Chassis
In recent years there has been a major shift towards sustainability and environmental protection,with car manufacturers focusing on significantly reducing CO2 emissions to achieve the goal ofzero net emissions. Gestamp shares this commitment and supports the drive towards
electrification with greener and lighter products for electric vehicles (EV).
Apart from steel, the application of other materials and combinations of materials are playing amore important role in the development of lightweight automotive parts. Aluminium is by far themost widely used non-ferrous metal in the world and possibly one of the most sustainable
materials used in the global automotive industry today.
Historically, aluminium has been used for over a hundred years to produce lightweight bodies for
performance and agility. However, lightweight chassis design has been driven by the rise ofbattery electric vehicles (BEVs), especially in China, and aluminium is a lightweight metal that canbe applied to offset the weight gain caused by lithium-ion batteries. With typical weight
reductions of up to 30% compared to the equivalent steel chassis structure, aluminium is seen asa key factor for sustainable lightweighting.
Gestamp recognises that the electrification of the automotive industry represents the fastest
path to zero emissions; in anticipation of this shift in the global market, Gestamp launched astrategy to independently develop and validate in-house aluminium chassis design andmanufacturing competencies.

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EDSCHA: Mechanisms/Mechatronics
Powered Side Door
Edscha has developed the second generation of its Power Door. The
first generation won the ‘Automotive Innovations Award 2021’. In
fact, Edscha offers a comprehensive system around the Power Door
that includes intelligent sensor technology capable of detecting
obstacles in the vicinity of the door and stopping it in time before acollision. Edscha also supplies the control unit (ECU). It is used tocontrol the actuator via specially developed software and also
serves as a link to the vehicle's environmental monitoring system,
which also detects static and dynamic obstacles such as pedestrians
and cyclists.
Edscha Active Frunk System
Active Frunk is an Edscha solution specially adapted to electricvehicles. While most of today's vehicles still have a combustion
engine, electric vehicles have space that can be used for otherpurposes, such as carrying luggage. Edscha's Active Frunk system
makes it possible to combine a motorised system for fully automatic
opening and closing of the front while maintaining the fullfunctionality of active pedestrian protection.

Edscha Power Sliding Door
Edscha has many years of experience in the field of sliding doors. This know-how has resulted innumerous precision mechanical solutions for passenger cars and commercial vehicles. Now,
Edscha has applied its extensive experience in the field of hatches, lids and power-operated doors
to the development of an electric sliding door system. Edscha supplies the mechanicalcomponents, the electric motor for opening and closing the sliding door and other electronic
components.
Participation in strategic events
Gestamp has participated in different strategic events throughout 2023. From international fairs
to technological events, also having different events directly at the headquarters of different
clients.
This year 2023 has left behind digital events, which were protagonists during previous years due
to COVID-19 and which had already lost strength in 2022. Although these types of digital events
such as Webinars have resolved different scenarios thanks to their versatility, the year 2023
reflects that the best option to promote innovations, technologies and products are physicalevents.
In 2023, Gestamp has also followed a strategic calendar that includes key events, conferences
and other activities to reach target groups around the world and in different regions. In addition,
Gestamp also participates in activities organized by clients and other interested parties, such asuniversities, associations and business partners.
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Technology events and public trade fairs
A central pillar of Gestamp's event catalog is technology events and public trade fairs. This typeof event allows us to offer a deeper vision of innovative concepts and advances aimed at atechnical and professional audience in the mobility sector, but also in other related industries.
In 2023, Gestamp's R&D technical experts had the opportunity to attend several important
automotive conferences in key regions such as Europe, especially Germany; India, China, theUnited States or Brazil.
At automotive and mobility fairs, Gestamp has presented the latest innovations to the market
and the public and has reinforced its position as a leading international supplier of automotive
components. One of the most notable events is the Shanghai AutoShow. Once again Gestamp
participated in this edition, the second for the company, held in the same city that gives its nameto the event. More than 1,400 automotive suppliers present their products, innovations andtechnologies to trade visitors, media and the public here. On the same continent, Gestamp also
participated in the Auto Expo Components fair in India, held in New Delhi with more than 800
participants.
Customer events
Throughout 2023, these types of events have been held around the world, thanks to which
Gestamp has remained even closer to its customers, as a trusted supplier, through these types ofmeetings. Gestamp R&D professionals have been able to exhibit and explain their innovations
and products more directly at their clients' headquarters.
Capital Markets Day
In the month of June, Gestamp celebrated its second Capital Markets Day. The company
presented its 2023-2027 Strategic Plan to investors to continue leading, together with the main
OEMs, the path towards more sustainable mobility.
Edscha Innovation Days
The Innovation Days are organized by the different R&D teams, in this case Edscha, the part ofthe company that encompasses Mechanisms and Mechatronics. It was held in Germany and theypresented their latest innovations and pioneering advances to key internal stakeholders. A
perfect example of knowledge transfer and close internal cooperation between the different
teams.

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Events timeline EVENTOS 2023:• January 2023: Auto Expo Components in New Delhi• February 2023: Tech Show in Brussels• April 2023: Tech Show in India• April 2023: Shanghai Auto Show
• May 2023: Tech Show in China• May 2023: Great Design Steel in the USA• June 2023: Capital Markets Day• August 2023: SAE Brazil• September 2023: Automotive World Mahukari• September 2023: Aachen Engineering Days
• October 2023: EuroCarBody• November 2023: IZB ZoomIn• November 2023: Tech Show in Brazil© Gestamp 2023

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2.3 Economic Strategy
Business context and results
Macroeconomic Context and Sector Evolution
As reported in the January 2024 World Economic Outlook (WEO) update, the International
Monetary Fund (IMF) estimates global economic growth to have reached +3.1% YoY in 2023. GDP
growth has been better than expected at the beginning of 2023 - the IMF forecasted a +2.9% YoY
growth in its January 2023 WEO - as a result of the resilience shown by major economies such as
China and United States. Over 2023, tight monetary policies in main geographies have helped tobring inflation closer to central banks’ target, which has been the key macroeconomic topic of
the year. Looking ahead, risks to the outlook now seem to be more balanced but there is stillsome uncertainty arising from geopolitical risks and persistently high core inflation. As a result,the IMF now expects a GDP growth in 2024 at same levels as in 2023 at +3.1%, 0.2% higher thanthe October 2023 WEO projections, with a modest rise to +3.2% YoY in 2025.
Within the auto sector, 2023 has closed with a record growth of market production volumes
following strong estimates’ revisions by S&P Global Mobility (former IHS), mainly in Asia,
throughout the year. According to the S&P Global Mobility update as of February 2024 volumes
grew by +10.2% in Gestamp’s footprint during 2023 reaching 82.1 million vehicles, already above
the 80.7 million units produced in 2019, but still below 2017 peak levels. Once again, Gestamp
has outperformed the market on a constant currency basis and excluding the impact from raw
materials by 6.4 percentage points (in Gestamp’s footprint – IHS data as of February 2024).
During 2023, Western Europe and Eastern Europe were the two regions showing the strongest
production growth (+14.1% and +11.3%, respectively), followed by Asia with a +10.3% growth,
North America (NAFTA) growing at +8.3% and South America (Mercosur) at +3.6%.
According to S&P Global Mobility (as of February 2024), 2024 is expected to be a transition year
in terms of global light vehicle production within a context of a progressive recovery of 2017 peaklevels (85.8 million vehicles in Gestamp’s footprint). Following an extraordinary growth in 2023,
market production volumes in Gestamp’s footprint are expected to slightly increase in 2024 to82,2 million units and are expected to surpass peak levels only by 2027 with 86.1 million vehicles.
Moreover, since after the summer of 2023 S&P Global Mobility has been slightly revising
downwards its Electric Vehicle (EV) penetration estimates (S&P Global Mobility as of January 2024
expects 26.3 million EVs produced by 2025 with a market penetration of 29% versus the 26.8
million units expected for 2025 in May 2023) and growth in the EV market now looks more sawtooth shaped. However, automotive industry fundamentals for the medium term remain focusedon the electrification trend as the world continues moving towards a sustainable mobility. China,
Europe, and North America continue to be the main promoters of this EV trend, with EV
penetration rates expected to reach 65%, 54% and 35%, respectively, by 2027. Gestamp
continues to work closely to its clients with a leading positioning in this powertrain transition
through its focus in Technology and Innovation and its unique value proposition.

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Financial Results Overview
The 2023 financial year was marked by an impressive growth of auto production volumes withstrong revisions during the year mainly driven by Asia, in a context of decreasing by still highinflation rates and tight monetary policies implemented by central banks. Revenues increased by+14.4% in 2023 reaching €12,273.7million, implying a +19.5% increase at constant FX.
Considering organic growth (excluding Gescrap) at FX constant and excluding the raw materials
impact of € 1,107.4 million, the Group has reached an outperformance to the market of 6.4
percentage points (compared to market production volume growth in Gestamp’s production
footprint – IHS data as per February 2024 of +10.2%). In terms of profitability, EBITDA in 2023
reached €1,371.2 million including the contribution from Gescrap with a growth of +13.4% whencompared to 2022. EBITDA margin for the auto business (excluding Gescrap and the raw materials
impact) stood at 12.6% in 2023, consolidating the profitability improvements implemented since2020. Net profit for the period reached €280.7 million versus the €260.0 million reported in 2022.
In 2023 the capital expenditure of Gestamp increased by €151.1m (including IFRS 16), or +18.9%,
to €949.7m from €798.5 in 2022.
Capital expenditures include mainly growth, recurrent and intangible capital expenditures.
Growth capital expenditures defined as capital expenditure on greenfield property, plant &equipment, major plant expansions and new customer products/technologies. Recurrent capital
expenditures mainly include investments to replace existing programs and expenditures on themaintenance of our production assets. Lastly, intangible capital expenditures include a part of theGroup’s investments in R&D, among other concepts.
Gestamp’s Net financial debt as of 2023 year-end amounted to €2,058.0 million, implying aleverage ratio (Net financial debt / EBITDA) of 1.50x.
In summary, main figures in 2023 compared to 2022 are as follows:© Gestamp 2023

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Million Euros

2022

2023

% Variación

Revenues

10,726.4

12,273.7

14.4%

EBITDA

1,209.5

1,371.2

13.4%

EBIT

539.7

680.4

26.1%

Profit Before Tax

391.5

414.2

5.8%

Profit attributable to shareholders

260.0

280.7

8.0%

Equity2,757.9

2,861.4

3.8%

Net financial debt

2,145.2

2,058.0-4.1%

Capital expenditure

798.5

949.7

18.9%

In 2023, Gestamp has met all the targets guided to the market: i) double-digit reported revenue
growth with a high-single digit outperformance of 6.4 p.p. to auto production volumes growth, ii)
double-digit reported EBITDA growth with an EBITDA margin for the auto business standing at
12.6% excluding raw materials, within the 12.5%-13.0% range guided, iii) capex at 7.7% ofreported revenues and 7.4% over revenues at constant FX and iv) a Free Cash Flow generation of€ 207 million.
Revenues by ProductTotal revenues in the period increased to €12,273.7 million, of which Body in White and Chassis
represented €10,020.0 million and Mechanisms represented €1,188.6 million, Tooling and others
stood at €439,1 million and, lastly, Gescrap stood at €626,0 million in 2023.

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Revenues and EBITDA by Region
Revenues – Million Euros
Western Europe

2022
4,278.2

2023
4,671.4% Change
9.2%

Eastern Europe

1,597.4

1,713.1

7.2%

North America (NAFTA)

2,325.6

2,472.0

6.3%

South America (Mercosur)

865.8

899.3

3.9%

Asia

1,642.0

1,891.9

15.2%

Gescrap

17.6

626,0

n.s.

Total

10,726.4

12,273.7

14.4%

EBITDA – Million Euros

2022

2023

% Change

Western Europe

457.6

539.9

18.0%

Eastern Europe

232.3

248.3

6.9%

North America (NAFTA)

196.0

165.7

-15.4%South America (Mercosur)

105.2

105.0

-0.2%

Asia

216.3

265.8

22.9%

Gescrap

2.0

46.4

n.s.

Total

1,209.5

1,371.2

13.4%

Western Europe
Revenues in 2023 increased by €393.1 million, or +9.2% (+9.6% at constant FX) to €4,671.4 million
from €4,278.2 million in 2022.
EBITDA in 2023 experienced an increase of €82.3 million, or +18.0%, to €539.9 million from€457.6 million in 2022. EBITDA margin in the region has improved to 11.6% in 2023 from 10.7%
in 2022.
Eastern Europe
During 2023, revenues increased by €115.7 million, or +7.2% (+22.3% at constant FX), to €1,713.1
million from €1,597.4 million in the previous year. The region experienced FX headwinds, mainly
in Turkey, which impacted negatively our results.
EBITDA during 2023 increased by 16.0 million, or +6.9%, to €248.3 million from €232.3 million in
2022. As a result, EBITDA margin in the region stood at 14.5% in 2023, flat versus last year.
North America (NAFTA)
During 2023, revenues increased by €146.4 million, or +6.3% (+5.5% at constant FX), to €2,472.0
million from €2,325.6 million in 2022.
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EBITDA in 2022 decreased by -€30.2 million, or -15.4%, to €165.7 million from €196.0 million
during the year of 2022. EBITDA margin reached a 6.7% in the year.
South America (Mercosur)
Revenues in 2023 increased by €33.6 million, or +3.9% (+21.7% at constant FX), to €899.3 million
from €865.8 million in 2022. FX headwinds in Argentina have negatively impacted our results.
During 2023, EBITDA slightly decreased by -€0.2 million, or -0.2%, to €105.0 million from €105.2
million in 2022. EBITDA margin in 2023 reached 11.7%.
Asia
Revenues in 2023 went up by €250.0 million, or +15.2% (+24.3% at constant FX) to €1,891.9
million from €1,642.0 million in 2022. This region has shown the strongest performance in theyear, mainly due to the positive performance of China.
EBITDA during 2023 increased by €49.4 million, or +22.9%, to €265.8 million from €216.3 million
in 2022. EBITDA margin improved to 14.0% from 13.2% in 2022.
Gescrap
For the full year 2023, Gescrap reached €626.0 million revenues and an EBITDA of €46.4 million,
with an EBITDA margin of 7.4%. Gescrap was acquired in December 2022, contributing to
Gestamp 2022 results for only one month with €17.6 million revenues and a€2.0 million EBITDA.

Debt and Liquidity
As of December 31st, 2023, Net financial debt amounted to €2,058.0 million resulting in a 1.50x
leverage ratio (Net Financial Debt / EBITDA).
Million Euros

2022

2023

Non-current financial liabilities

2,681.1

2,694.6

Interest-bearing loans and borrowings and debt issues

2,252.1

2,257.9

Financial leasing

395.5

368.7

Borrowings from related parties

17.9

16.4

Other non-current financial liabilities

15.6

51.6

Current financial liabilities

1,263.8

689.8

Interest-bearing loans and borrowings and debt issues

576.9

311.9

Financial leasing

87.1

79.3

Borrowings from related parties

111.1

2.5

Other current financial liabilities

488.7

296.1

Gross debt

3,944.9

3,384.5

Net financial debt

2,145.2

2,058.0

EBITDA

1,209.5

1,371.2

Leverage ratio (Net Financial Debt / EBITDA)

1.77x

1.50x

Leverage ratio (excluding IFRS 16)

1.53x

1.29x

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Our long-term indebtedness with credit institutions and debt securities consists mainly of €397
million in senior secured bonds issued in 2018 and maturing in 2026, €83 million senior bonds(Schuldschein bond) issued in 2019, €1,185 million of a senior secured loan signed on May 8th,
2023, €200 million of debt with the European Investment Bank, €100 million of debt with theInstituto de Crédito Oficial (ICO) and €730 million of aggregate principal amount in other bilateralfinancings.
Million Euros

2022

2023

Cash and cash equivalents

1,695.1

1,176.8

Current financial investments

104.6

149.7

Revolving credit facilities

325.0

500.0

Undrawn credit facilities s/t

372.9

347.6

Undrawn credit facilities l/t

91.4

90.3

2,589.0

2,264.3

Total

Gestamp’s main source of liquidity is our operating cash flow. Net cash flow from operating
activities amounted to €1,163.1 million in 2023. In addition, Gestamp has a €500 million Revolving
Credit Facility maturing in 2028 that is undrawn as of December 31st, 2023, as well as €147.5
million in credit facilities maturing in more than 12 months, of which €57.2 million were drawn
as of December 31st, 2023 and €391.6 million in credit facilities maturing in less than 12 months,of which €44.0 million were drawn as of December 31st, 2023. These credit lines are generally
renewed each annually, are unsecured and have standard terms and conditions.

Foreseeable Evolution of the Group
Following an outstanding 2023 of strong auto production volumes in a context of extraordinaryhigh inflation and geopolitical instability, 2024 is set to be a transition year for the automotive
sector. Uncertainty at macro level is expected to persist mainly arising from the geopolitical risks(Israel-Palestine and Ukraine-Russia wars, together with tensions between China, Taiwan andUnites States and an intense electoral year with presidential elections taking place in significant
countries such as United States, Russia, India and Mexico) and a higher for longer inflationarypressure. More specifically for the auto market, 2024 is expected to be marked by: i) limited auto
production growth, with ii) EV penetration still on the rise but with a saw-tooth shape and iii)
declining steel prices but still above normalized levels.
According to S&P Global Mobility data as of February 2024, global light vehicle production
volumes in 2024 are expected to slightly increase versus 2023 at 82.2 million units in countries
within Gestamp’s production footprint. By region, S&P Global Mobility expects production
volumes to grow in 2024 in NAFTA (+2.4%) and Asia (+0.1%), while Mercosur (-1.2%), Eastern
Europe (-1.2%) and Western Europe (-2.4%) are expected to see volumes slightly declining.
Looking at Gestamp’s operations, the Group’s main focus for 2024 will be to preserve its growth
profile by: i) mitigating the potential EV volatility, ii) keep using our technology and innovation
capabilities to be at the vanguard, and iii) implementing a disciplined capex strategy to capture
future growth; as well as to ensure the company’s profitability by: i) further implementing© Gestamp 2023

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ANNUAL REPORT 2023
efficiency improvements, ii) reinforcing its flexibility to mitigate potential volatility and iii)
focusing on the NAFTA region restructuring plan.
In this context, the Group is determined to continue reinforcing its financial and strategic
positioning. For 2024, Gestamp expects revenues for the auto business to outperform market
production volumes growth in the low-single digit range with a flat reported EBITDA margin whencompared to 2023. As for Gescrap, the Group expects similar revenues and EBITDA in 2024 versus
2023. Regarding Free Cash Flow and leverage targets, Gestamp expects to generate positive Free
Cash Flow (FCF defined as Net Debt reduction excluding acquisitions and dividends) in the rangeof the €200 million and reach a net debt to EBITDA ratio of 1.0-1.5x. Gestamp is strongly
committed on delivering on this guidance.
On June 20th, 2023 Gestamp celebrated its second Capital Markets Day in which presented its
long term strategy for the 2022-27 Plan explaining the Group’s positioning as Partner Supplier for
its clients towards a more sustainable mobility. Gestamp’s Strategic Plan is based on seven key
pillars, which are: i) growth ambition, as market production volumes recover with increasing EV
penetration and outsourcing levels; ii) being a trusted partner for both traditional clients and newcomers; iii) using its technology and innovation capabilities to be differential; iv) keep improving
the operational excellence, in order to v) grow in a profitable way; vi) maintain a disciplined
balance sheet profile; and vii) lead the circular economy in the automotive sector supported byits latest acquisition, Gescrap.
During the Capital Markets Day the Group provided its financial targets for 2027, which include:i) revenues outperforming the market by mid-single digit during the period, with EV related sales
reaching more than 50% of total sales of parts by 2027; ii) a 150-190 basis points increase in
EBITDA margin; iii) net debt to EBITDA ratio standing in the range of 1.0-1.5x throughout theperiod; iv) a ROCE improvement of 350 basis points; and v) maintaining current dividend policy
based on a 30% pay-out of annual net profit.

Fiscal Strategy
Gestamp bases its fiscal strategy on current national and international tax regulations, aware of
the importance and need of its contribution to the public finances of the different territories inwhich it operates. This strategy is considered an area of particular importance as it has to be
perfectly aligned with the basic principles of its business strategy, but at the same time it is an
essential part of the Group’s concerns within the framework of its sustainability policy.
Fiscal Policy revolves around four basic pillars:
 Responsibility in decisions and actions in fiscal matters.
 Tax contributions where the activities take place. Gestamp’s aim has never been to
relocate activities or profits to particular jurisdictions for purely fiscal reasons.
 Transparency in all the information that Gestamp provides to shareholders, the market
and the different stakeholders with which it is associated; this information is also
accessible, transparent and reliable.
 Cooperation with the different public administrations of the countries where Gestamp
has an industrial presence and always subject to solid values of professionalism,
collaboration, good faith, mutual trust and mutual respect.

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ANNUAL REPORT 2023
At Gestamp, tax matters are managed in an orderly and professionalised manner in order toguarantee both due and timely compliance with all tax obligations and the effective managementof tax risks.
To this end, Gestamp, on the one hand, has an appropriate, expert and integrated organisation
with sufficient technical competence at corporate, divisional and local level, which enables it to
manage and ensure due compliance with its tax policies and, on the other hand, it applies themost effective procedures, systems and internal controls to ensure that the tax function is carriedout appropriately.
The bodies at Gestamp that are competent and responsible for the fiscal area include the Boardof Administration, the Audit Committee, the Risk Committees, the Fiscal Area of the Legal Advice
and Tax Department, and the Internal Audit and Risk Management Department.
In particular, the Fiscal Area of the Legal Advice and Tax Department is in charge of preserving
and developing all the principles and values of Gestamp in the area of taxation and of overseeing
their fulfilment, defining and establishing the required control mechanisms. It also provides
information on fiscal risks and their management to the Internal Audit and Risk Management
Department which, in turn, follows up and monitors said risks, including them in the Group'sComprehensive Risk Management System and informing the Audit Committee of them.

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ANNUAL REPORT 2023
Information on corporate tax expenses, profit before taxes and subsidies by country
Corporate tax
expenses
2022
2023
WESTERN EUROPE
Spain
-19.8
Germany-2.7
United Kingdom
0.5France-0.7
Portugal-1.8
Sweden0.0
Luxembourg
0.1
Morocco
0.0
Italy
0.0
EASTERN EUROPE
Turkey-0.9
Russia-0.9
Czech Republic-1.0
Poland-4,6
Hungary
0.0
Slovakia-3.6
Romania-0.3
Bulgaria
0.0
Lithuania
SOUTH AMERICA
Brazil
-8.5
Argentina
0.0
NORTH AMERICA
United States
0.0
Mexico
-13.2
ASIA
China
-10.4
India
-4.0
South Korea
-2.2
Japan
-0.1
Thailand-0.2
Taiwan
0.0
Samoa
0.0

© Gestamp 2023

Profit before taxes

Subsid. Capital

Subsid. Operations

2022

2023

2022

2023

2022

2023

-16.6
-2.8
1.2
-5.6
-4.8
-0.2
0.0
0.0
0.0

134.7
22.2
-36.1
32.0
20.9
34.9
-0.2
1.6
0.0

211.0
35.4
-12.4
23.9
26.1
64.6
0.0
5.8
0.0

2.7
0.4
0.0
0.2
0.9
0.0
0.0
0.0
0.0

3.7
0.1
0.0
0.2
0.8
0.0
0.0
0.0
0.0

7.4
0.6
0.6
0.3
0.4
0.0
0.0
0.0

9.3
1.1
0.5
1.4
0.1
0.0
0.0
0.0
0.0

-6.0
-1.7
-0.6
0.2
-0.2
-3.2
0.0
0.0
0.0

67.1
-18.8
4.3
42.6
6.0
27.2
5.6
1.7

12.0
8.8
-10.8
43.4
-4.5
15.2
10.2
1.0
0.0

0.0
0.0
0.0
0.0
0.0
0.5
0.0
0.0

0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0

0.0
0.1
0.1
0.0
0.0
0.0
0.0
0.0

0.0
0.0
0.1
0.0
0.0
0.0
0.0
0.0
0.0

-10.6
-0.3

41.0
-4.8

53.4
-2.1

0.0
0.0

0.0
0.0

0.0
0.0

0.0
0.0

-2.8
-15.2

-61.5
-3.5

-152.6
18.7

0.0
0.1

0.0
0.1

0.9
0.0

7.0
0.0

-13.8
-2.6
-1.8
0.0
-0.3
0.0
0.0

76.5
19.4
11.8
-2.8
1.5
0.0
0.0

117.6
5.2
10.2
-0.8
1.2
1.6
0.0

0.0
0.0
0.0
0.8
0.0
0.0
0.0

1.6
0.0
0.0
0.7
0.0
0.0
0.0

6.3
0.0
0.0
0.0
0.0
0.0
0.0

6.1
0.0
0.0
0.0
0.0
0.0
0.0

40

ANNUAL REPORT 2023

The Company in the Capital Markets
Stock Exchange Evolution
On April 7th, 2017, Gestamp made its debut as a publicly listed company on the Spanish stock
exchanges (Madrid, Barcelona, Bilbao, and Valencia) under the “GEST” ticker. The final offering
consisted of 156,588,438 shares (initial offering of 155,388,877 plus final over-allotment optionof 1,199,561 shares corresponding to the Greenshoe of 23,308,331 shares). The price was set at€5.60 per share, representing an initial market capitalization of €3,222 million.
Since December 2017, the company’s shares have been included in the IBEX Medium Cap index.
As of December 31st of 2023, 74.173% of the share capital was controlled (directly and indirectly)
by Acek Desarrollo y Gestión Industrial S.L. (the Riberas Family industrial holding), being 61.648%
owned by Acek and 12.525% by Mitsui. In addition, as of December 31st, 2023 Gestamp held
treasury shares amounting to 0.418% of the share capital. Gestamp’s total Free Float amounted
to 25.408% as of December 2023 (including shares held by the Board of Directors and Gestamp
own shares that JB Capital Markets operates under the liquidity contract).
See below for Gestamp´s share price evolution since January 1st, 2023:
Gestamp’s Daily Share Price Evolution vs. Ibex 35 and vs. STOXX Autos & Parts
30%+22.8%
20%+19.1%

10%

0%

-2.9%

-10%
30-Dec 30-Jan 28-Feb 31-Mar 30-Apr 31-May 30-Jun
Gestamp

Ibex 35

31-Jul 31-Aug 30-Sep 31-Oct 30-Nov 30-Dic
STOXX Autos & Parts

Source: Bloomberg as of December 31st, 2023

As of December 31st, 2023, Gestamp’s shares have decreased by -2.9% since the 31st of December
2022, implying a market capitalization of €2,019 million at the end of the year. Total volume
traded during 2023 stood at 83.6 million shares or €330.9 million.
The shares reached its maximum level for the year on July 27th, 2023 (€4.51) and its minimum
level on December 13th, 2023 (€3.35). During 2023, the average share price stood at €3.99.

© Gestamp 2023

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ANNUAL REPORT 2023
The most relevant information regarding the stock’s evolution in 2023 and 2022 is shown in thetable below:

(€)

2022

2023

Total Number of Shares

575,514,360

575,514,360

Share Price at year end

3.61

3.51

Market Cap. at year end (in Thousands)

2,080

2,019

Maximum Price

4.67

4.51

Date of Max. Price

06/01/2022

27/07/2023

Minimum Price

2.82

3.35

Date of Min. Price

08/03/2022

13/12/2023

Average Price

3.50

3.99

Total Volume (in Shares)

127,909,369

83,637,158

Average of Daily Volume Traded (in Shares)

497,702326,708

Total Turnover (in Millions)439.96330.86

Average of Turnover Traded (in Thousands)

1,711.90

1,292.42

Data as of December 31st, 2023. Source: Bloomberg & BME (Bolsas y Mercados Españoles)

Transactions with Own Shares
On July 27th, 2018, the Parent Company entered into a liquidity agreement with JB CapitalMarkets, S.V., S.A.U., adapted to Circular 1/2017, of April 26th, of the CNMV. The framework ofthis agreement will be the Spanish stock markets.
This agreement stipulates the conditions in which the financial intermediary will operate for theaccount of the issuer, buying or selling own shares of the latter, with the sole objective offavouring the liquidity and regularity of their listing, and it will have a duration of 12 months,
deemed to be tacitly extended for the same period, unless indicated otherwise by the parties.
The amount earmarked to the cash account associated with the agreement is €9,000 thousand.
During 2023, the Board of Directors of the Parent company decided to launch a share buyback
programme in order to provide the Parent Company with sufficient treasury shares to enable it
to deliver shares of the Company to certain employees of Gestamp Automoción, S.A.,
beneficiaries of the current long-term incentive programme, for a maximum amount in cash of€15 million and a maximum number of shares of 3,000,000.

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ANNUAL REPORT 2023
The period during which the Programme is authorised is from September 6th, 2023 to December
20th, 2023. This period may be extended with the prior approval of the Board of Directors of the
Parent Company if the Parent Company has not acquired the maximum number of shares by the
specified date.
On December 18th, 2023, the Board of Directors of the Parent Company agreed to extend theduration of the Programme until May 10th, 2024.
As a consequence of the above, on September 4th, 2023, the liquidity contract signed with JB
Capital Markets, S.V., S.A.U. was temporarily suspended and resumed on January 18th, 2024 after
the repurchase of the 3,000,000 shares established in the repurchase programme had been
completed.
Treasury shares as of December 31st, 2023 represented 0.55% of the share capital of the Parent
Company (0.08% as of December 31st, 2022) and comprised 3,169,656 shares (460,513 shares asof December 31st, 2022), at an average acquisition price of €3.765 per share (€3.482 per share asof December 31st, 2022).
The movements in 2023 and 2022 were as follows:
Number of own shares

Thousands of Euros

Balance at December 31st, 2021

676,492

2,716

Increases/Purchases

7,674,278

26,249Decreases/Sales(7,890,257)(27,362)

460,513

1,603

Increases/Purchases

5,962,440

23,337

Decreases/Sales(3,253,297)(13,006)

Balance at December 31st, 2023

3,169,656

11,934

Balance at December 31st, 2022

The sale price of treasury shares during 2023 detailed in the table above amounted to €13,502
thousand (€27,279 thousand as of December 31st, 2022), generating a positive result of €495
thousand (negative result of €83 thousand as of December 31st, 2022), which has been recognizedunder Unrestricted Reserves (Note 17.2).
Bonds and Credit Ratings
On May 2013, the Group completed an issuance of bonds through its subsidiary Gestamp Funding
Luxembourg, S.A., a company belonging to the Western Europe segment. This issuance wascarried out in two tranches, one amounting to €500 million at an annual coupon of 5.875%, andthe other amounting to $350 million with a 5.625% annual coupon.

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ANNUAL REPORT 2023
On May 4th, 2016 the Group issued a bond, through the subsidiary Gestamp Funding Luxembourg,
S.A. for €500 million with an annual coupon of 3.5%. The issuance was used to fully refinance the
May 2013 Euro bond and accrued interest. The US dollar bonds issued in May 2013 were fullyrefinanced on June 17th, 2016 with the tranche A2 of the new syndicated loan granted on May
20th, 2016. On May 25th, 2021 the Company early redeemed at par value the €500 million, 3.50%
senior secured notes due 2023.
On April 20th, 2018 the Group issued a new bond, through the Parent Company (Gestamp
Automoción S.A.), amounting to €400 million with an annual coupon of 3.25%. The issuance wasused to refinance certain of Gestamp’s existing long and short-term debt facilities. The maturity
date of this bond is April 30th, 2026.
As of December 31st, 2023 Gestamp’s corporate credit rating was “BB / Stable outlook” byStandard & Poor’s and “Ba3 / Positive outlook” by Moody’s. On April 11th, 2023, Standard & Poor’s
upgraded Gestamp’s credit rating from “BB-” to “BB” with outlook confirmed at “Stable”. On July
31st, 2023 Moody’s confirmed the company’s rating at “Ba3” but upgraded its outlook from
“Stable” to “Positive”.
Corporate Credit Rating

Current Rating

Outlook

Last Review

Standard & Poor’s

BB

Stable11/04/2023

Moody’s

Ba3

Positive

31/07/2023

Senior Secured Notes

Current Rating

Outlook

Last Review

Standard & Poor’s

BB+

Stable11/04/2023

Moody’s

Ba3

Positive

31/07/2023

Dividend Policy
In 2018, the Board of Directors of Gestamp approved a dividend policy. Gestamp decided to
distribute on an annual basis a total dividend equivalent to approximately 30% of theconsolidated net profit for each year, but in two payments, anticipating part of the payment via
an interim dividend:I.
A first payment, through the distribution of an interim dividend, that will be approved
pursuant to a resolution of the Board of Directors to be adopted in December of eachyear and paid between January and February of the following year.
II.
A second payment, through the distribution of an ordinary dividend, that will beapproved by virtue of a resolution of the Ordinary General Shareholders' Meeting at thetime of approval of the annual accounts and will be paid between the months of June
and July of each year.

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ANNUAL REPORT 2023
In line with our policy, in December 2023, the Board of Directors approved the distribution of aninterim cash dividend in January 2024 against 2023 financial results. The payment took place on
January 10th, 2024 for a gross amount of €0.07 per share.

Other Relevant Information
Average Period for Payment to Suppliers
The Group's Spanish companies have adapted their internal process and payment period policy
to Law 15/2010, hence, measures to fight against default in trade operations have been
implemented. In this regard, the conditions for contracting to commercial suppliers relating toindustrial activity for the manufacture of parts located in Spanish territory included payment
periods equal to or less than 60 days in both 2023 and 2022, as stipulated in Transitional Provision
Two of the aforementioned law.
In accordance with such Law, the following information corresponds to the Group companies that
operate in Spain:
2023
Average payment period to suppliers
Total payments madeTotal payments pending€4,597 million€698 million

2022
Average payment period to suppliers
Total payments madeTotal payments pending

42 days

43 days€3,393 million€618 million

The monetary volume paid in 2023 in a period less than the maximum established in the latepayment regulations, for companies based in Spain, is 1,083,610 thousand euros (673,169
thousand euros in 2022) corresponding to 62,251 invoices (42,027 invoices in 2022).
For reasons of efficiency and in line with common business uses, the Group's Spanish companies
basically have a supplier payment schedule, whereby payments are made on fixed days which, at
the main companies, are twice a month.
In general, in 2023 and 2022, payments made by Spanish companies to suppliers underagreements entered into after the entry into force of Law 15/2010, did not exceed the legal
deferral limits. The payments made to Spanish suppliers in 2023 and 2022 that exceeded theestablished legal deadline have been, in quantitative terms, of scant relevance and are derived
from circumstances or incidents outside the established payment policy, including mainly the© Gestamp 2023

45

ANNUAL REPORT 2023
closing of agreements with suppliers in the delivery of goods or provision of the service or specifichandling processes.
Also, at December 31st, 2022 and 2021, no amounts were pending payment to suppliers locatedin Spain that exceed the legal payment term.

Subsequent Events
There are no significant subsequent events after December 31st, 2023.

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ANNUAL REPORT 2023

3. ESG PERSPECTIVE
3.1 ESG at Gestamp
3.2 ESG Strategy
3.3 ESG Criteria Ratings

3.1. ESG at Gestamp
Sustainability has formed one of the strategic focuses of Gestamp ever since the very beginning,
evidenced by its commitment to designing and manufacturing parts that make vehicles safer for
people and more efficient, helping reduce CO2 emissions throughout their service life.
Gestamp also actively identifies its primary environmental impacts, as well as the related risks
and opportunities. On that basis, it develops policies, management systems and procedures tomaximise the positive impacts/reduce the negative impacts of its production activities; as such,it is able to minimise its risk exposure and take advantage of any corresponding opportunities.

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ANNUAL REPORT 2023

Stakeholder Value Creation

Gestamp aims to create long-term value for its stakeholder groups by focusing on the way theyinteract with society and the environment, seeking to create bonds and prioritising thedevelopment of direct lines of dialogue and communication to promote a cooperative space inwhich it is possible to express concerns.
Stakeholders

Lines of communication 1

Indicators of value creation

Related chapters

Employees

Corporate intranet, internal
newsletters, suggestion boxes,
whistleblowing hotline,
performance evaluation tools,
direct contact with HR in theworkplace, social media

44,262 employees
95 nationalities
28 hours of training per employee
21.5% of positions occupied by
women
7.9% salary gap€ 1,810.71 million on personnel
expenses€12,273.7 million turned over 13
R&D centres€ 69.93 million invested ininnovation
1,300 patents, utility models andcorresponding applications.
€ 9,815 million on purchases
19,555 suppliers with invoicing
94% local suppliers

Chapter on
Responsible Supply
Chain Management.

Participation in 56 local andinternational associations andbodies.
Alignment with CNMW
recommendations on good
governance
EU Taxonomy Eligibility:- 4.19% eligible turnover- 18.76% Capex€ 949.7 million in Capex
ESG ratings above sector average-25.1% reduction in scope 1 and 2
emissions (compared to 2018)
37% renewable energy consumed



Chapter onContribution toSociety.
Chapter on Good
Governance andEthics.
Chapter on Financial
Results.
Chapter on ESG
Perspective.
Chapter on Good
Governance andEthics.
Chapter on Path to
Neutrality.
Chapter onContribution toSociety.

Customers

Suppliers

Regulatory
BodiesFinancial
Community

Civil Society
and Opinion
MakersCustomer platforms, periodic
meetings and audits, codesigns, customer and sector
events, daily operational
contact in each production
plant
Digital platform for suppliers,
contractual specifications,special collaborations,recurrent meetings, direct
local contact
Lobbying; national,
international and sectoral
association events

Conferences, roadshows, site
visits, meetings, ad-hoc calls,
questionnaires, CapitalMarkets Day, participation in
ESG ratings, reports andconference calls on quarterly
financial results

Press releases and social
media; participation inindustry forums, talks andevents; social action andvolunteer work

229 social action initiatives.
464,827 beneficiaries.
€ 1.13 million invested in social
action.
1,565 employees who volunteered
for initiatives.
187 collaborating entities.














Chapter on Talent
Chapter on
Occupational Healthand Safety.
Chapter onContribution toSociety.
Chapter on
Operational
Excellence
Chapter on Path to
Neutrality.

1 In addition to these specific channels, Gestamp also has its company website: www.gestamp.com© Gestamp 2023

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ANNUAL REPORT 2023

Contribution to Sustainable Development Goals (SDG)

Gestamp utilises its business activities to maximise its contribution to the United Nation's
Sustainable Development Goals, with this being possible mainly thanks to its commitment tosustainable industry, the circular economy, employment creation and the fight against climatechange.
In order to help achieve these goals the company follows the SDG Compass2
guide, using it to choose which SDGs to prioritise within the company basedon their impact along the entire supply chain: design and development,
manufacture, use and end of service life.

SDGs

Contribution per SDG

More information on Gestamp’s
contribution to the SDGs in:Gestamp designs and develops components thatmake vehicles safer in the event of an accident.

Chapter on Operational Excellence.

Gestamp drives technological development andinnovation, as well as the efficient use of natural
resources. In addition, it safeguards human rights
and decent, safe work that ensures that no
person who works for the company is put at risk.



Chapter on Occupational Health and
Safety.
Chapter on Operational Excellence
Chapter on Good Governance andEthics (Human Rights).

Gestamp strives to bring about a moresustainable and inclusive automotive industry
through its contribution to technologicaldevelopment and employment creation.



Chapter on Operational Excellence
Chapter on Talent

Gestamp helps provide safe and more sustainabletransport systems.



Chapter on Operational Excellence

Gestamp promotes the efficient use of natural
resources, works to reduce the waste it generates
and mitigates the adverse effects on theenvironment caused during the entire lifecycle ofits products.
Gestamp fights against climate change byadopting mitigation and adaptation measures.



Chapter on Environmental
Management
Chapter on Circularity.



Chapter on Path to Neutrality.

More information on Gestamp's contribution to the Sustainable Development Goals is available
at https://www.gestamp.com/Sustainability/Sustainable-Development-Goals

2

Developed by the UN Global Compact, the WBCSD and GRI.

© Gestamp 2023

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ANNUAL REPORT 2023

3.2. ESG strategy
Ever since Gestamp was founded, sustainability has always been one of its key strategic pillar. In
the design, development and manufacture of parts for vehicles, Gestamp remains faithful to its
commitment to producing vehicles that are safer - with a view to keeping passengers andpedestrians safe - and lighter, while reducing CO2 emissions during the vehicle's service life.
Gestamp views sustainability as a way of creating long-term value in a bid to boost the growthstrategy and enable all stakeholder groups to gain a competitive edge.
As the interests of its stakeholder groups figure ever more prominently in its long-term vision,
Gestamp subjects all its operations to certain environmental, social and governance-related
criteria. This approach gives Gestamp an essential competitive edge and enables the company totake its place among the major players of the sector.

Double Materiality Analysis

In 2023, with the guidance of an external consultant, Gestamp conducted a double materiality
analysis based on GRI standards, the Corporate Sustainability Reporting Directive (CSRD) and thereporting standards (ESRS) developed by EFRAG.
The primary aim of this analysis is to identify and assess the main positive and negativeenvironmental and social impacts of the company's activities (impact materiality) and the relatedrisks and opportunities that may arise for the company (financial materiality). It can then set out
to define its management model, strategy and action plan accordingly.
To this end, according to a particular methodology (see Annex: Double Materiality Methodology)
involving a qualitative assessment of Impacts, Risks and Opportunities (IROs), it was possible toidentify and assess, by way of a bottom-up approach, sub-topics, on the one hand, and the most
relevant ESG topics for the company, on the other hand. The company's materiality matrix has
been produced on the basis of the results:© Gestamp 2023

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ANNUAL REPORT 2023
This way, 8 topics considered to be material are identified, either due to their financial
materiality or impact materiality:
Material Topics

Definition

Sub-topics

SDGs

Attracting and retaining employees
and employee loyalty.
Direct Employees

Management of direct employees and of workers
Freedom of association.
not directly employed but whose work is controlled
by the company (subcontracted).
Diversity and inclusion.
Human rights in the workplace.
Good governance.
Risk and opportunity management.

Business Conduct

Development of policies, control systems andTransparency.
measures introduced by Gestamp to ensure matters
Ethics, Integrity, Corruption andsuch as business ethics, corporate culture or
Bribery.
information security are duly addressed.
Regulatory compliance.
Cybersecurity.

Capacity of the company to develop products that
Product innovation and not only comply with high standards of excellence,
Quality
but also fulfil environmental and social criteria
during their service life.
Occupational Healthand Safety

Innovation
Quality
Sustainable mobility

Safety (passive)
Prevention, mitigation and reduction ofoccupational accidents and illnesses, as well as theirOccupational Health and Safety.
frequency and severity, as a way of promoting
employee well-being.

Climate Change

Climate Strategy.
Measures and strategies to reduce the company's
impact on Climate Change (GHG emissions)3 and to
Energy Efficiency.
develop its capacity to adapt and respond tophysical and transition-related risks.
Helping to decarbonise transport.

Circular Economy

Design of lighter products and development of
production processes that promote: the efficientuse of resources and the recovery of waste for the
purpose of manufacturing components with a highcontent of recycled material.

Responsible Supply
Chain

Water

Responsible use of raw materials.
Waste management.
Product life cycle.

Development of supplier management andResponsible Supply Chain
evaluation channels: suppliers will not be
considered by Gestamp unless they are able tomeet the minimum ESG criteria established in those Human rights in the supply chain
channels.
Responsible and efficient use of water resources inoperations, by treating water appropriately andWater management.
reducing the water footprint.

It should be noted that the methodology diverged considerably from the approach adopted in
the materiality analysis published in 2022, as the concept of relevance for stakeholder groups(internal and external) gave way to an impact (inside-out perspective) and risk and opportunity
3

GHG: Greenhouse Gases.

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ANNUAL REPORT 2023
(outside-in perspective) analysis. As such, while analysis granularity is greater in 2023, the numberof material topics fell from 20 to 8 (12 fewer), meaning that it is possible to identify those thatare particularly relevant for the company.
These matters are addressed in the 8 strategic pillars which form the cornerstone of thecompany's ESG strategy, and in the ambitious targets it has set for the next few years.
Information about the company's ability to manage the most relevant impacts, risks andopportunities for Gestamp in 2023 is detailed in the various chapters of this report.
However, some risks and opportunities identified by the analysis, as indicated in the bellow
material topics, are the broadest in scope:
Business Conduct
Description

Risks

Magnitude

Probability

Magnitude

Probability

Violation of ESG transparency requirements which may result in sanctions orreputational damage for the company
Violation of local or international ESG regulations (for instance, reports, due
diligence, environmental legislation, taxonomy, etc.).

Risk and Opportunity Management
Description
Risks

Inefficiencies in risk management arising from the lack of adequate integration of
traditional risks with ESG risks.

Opportunities

Improvement of the ESG strategy and definition of objectives derived from thecompetent management of associated risks.

Key
Severity/Magnitude

Probability

Low

Low

MediumMediumHigh

High

N/A Impact considered to exist (actual) which is why probability isdisregarded.

All the other identified IROs are described in the various chapters of this 2023 Annual Report.

2025 ESG Plan

According to the ESG strategy that the company has developed over a number of years, in 2023
Gestamp published its ESG Plan for 2025, which addresses in greater detail the company's
strategic ESG priorities for the next few years.
In determining the scope of the plan, Gestamp has considered the sustainability initiatives thatthe company has already implemented and identified the areas that produce most added value
for the business and its stakeholder groups.
Following this internal task, steps were taken to identify and analyse the primary megatrends andglobal risks, the main international and sector-based sustainability frameworks, the company's
strategy, the requirements of key customers, competitor analysis, the sector-based requirementsof ESG ratings agencies, and the 2022 materiality study; moreover, the results were contrasted
with the 2023 double materiality study (See Double Materiality Analysis).
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ANNUAL REPORT 2023
It is made up of eight strategic areas for which quantitative objectives and initiatives have been
set for 2025 and which affect all divisions of the company across all regions in which it operates.

Every area and objective of the plan has been designed to minimise the negative
impacts/maximise the positive impacts of the company in these respects, reduce the probability
that the risks will occur, and take advantage of any corresponding opportunities.

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ANNUAL REPORT 2023

ESG Governing Bodies

From an organisational point of view, and in order to promote policies and initiatives with a focus
on the environment, society and good governance, in 2023 Gestamp:- consolidated the process by which the ESG Department reports directly to the company's
executive chair.
- held 3 ESG Committee meetings, chaired by the Executive Chair and attended by representativesof the company’s senior management.
- held 7 Board of Directors’ Sustainability Committee meetings.

3.3. ESG Criteria Ratings
Gestamp is assessed by several ESG rating agencies, is rated above average in the sector andcontinues to move in the right direction based on 2023 results.
These scores are of growing importance not just to investors, analysts and financial institutions,but also to customers, as they are a true reflection of the company’s ESG performance.

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ANNUAL REPORT 2023

4. ENVIRONMENTAL DIMENSION
4.1 Road to Neutrality
4.2 Circularity
4.3 Environmental Management

4.1. Road to neutrality
Climate change is a global challenge that requires both economic and strategic efforts. In thissense, it is a source of great opportunities that require innovative solutions, investment and newcommitments in the short, medium and long term.
Gestamp tackles the challenge of sustainable mobility and decarbonization of the sector while
understanding that all agents in the value chain must be involved and work together by building
alliances that allow them to achieve common and more ambitious goals.
As a result of the double materiality analysis, the following impacts, risks and opportunities linked
to the material issue of Climate Change have been achieved:

ImpactType

Description-

Deterioration of air quality as a consequence of emissions from fossil
fuel consumption (GHGs).

Description

Risks4

Severity

Probability
N/A

Magnitude

Probability

Increased exposure to extreme weather events: cyclones, hurricanes,
typhoons, tornadoes, etc.
An increase in temperature could result in increased air conditioning costs for
Gestamp, especially related to providing a suitable environment for the healthand safety of its employees.
Increased costs resulting from the transition to low-emission technologies.
Variation in the availability of resources due to climate change leading to adecrease in supply and an increase in prices.
Cost savings from increased use of renewable energy through selfconsumption and power purchase agreements (PPAs).

Opportunities4

Access to new markets for electric vehicles and increased demand for related
services.
Improvement of the industry's reputation and differentiation from its
competitors through the incorporation of new, more eco-efficient andenvironmentally friendly products.

LegendSeverity/Magnitude

Probability

Low

Low

MediumMediumHigh

High

N/A Impact considered already existing (real) and therefore not likely.
In 2020, Gestamp validated by SBTi its emission reduction targets: 30% reduction of Scope 1 and2 emissions and 22% reduction of Scope 3 (base year 2018). Due to regulatory changes and
4

The climate risks and opportunities identified in the Dual Materiality analysis are linked to the results
obtained in the ROCC analysis (see “Strategy” section of the “Road to Neutrality” chapter).
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ANNUAL REPORT 2023
customer requirements in 2022 Gestamp decided to increase the level of ambition regarding
Scope 1 and 2 emission reductions. The SBTi targets for scope 1 and 2 will be actualized during
2024.
Climate-neutral targets:- Gestamp will be neutral in scope 2 by 2030.
- Gestamp will be neutral in scope 1 and scope 2 by 2045.
- Gestamp will be neutral in scopes 1, 2 and 3 by 2050 at a global level.

In 2023, Gestamp has kept on working on a new strategy to combat Climate Change as requiredby regulations such as the EU climate-neutral by 2050 objective and the emission reduction
targets of its customers.
To define this strategy, the company:-

has a multidisciplinary working group led by ESG Management, with the participation of
the Environment, Purchasing, Energy Efficiency, Commercial and Operations
departments.

-

Analyses the neutrality targets and time horizons of automotive manufacturers and theirrequirements for greenhouse gas reductions in production processes.

-

Monitors, for all production plants, the most intensive sources of emissions, both by typeof installation and by type of fuel.

-Studies, both technically and economically, the feasibility of establishing emission
reduction measures for the 3 scopes over time.

As a result of these efforts, the neutrality commitments are supported by a detailed
decarbonisation roadmap with intermediate targets for scopes 1 and 2 in 2025 and 2030, loweredto the level of production centres and facilities.
Regarding Scope 3, Gestamp is aware of the challenge of establishing initiatives to reduce its
emissions outside its direct control. Despite this, in 2023 the company has continued to work withits main suppliers and will continue to reinforce measures aimed at reducing these emissions in
2024.
Description
Scope 1 and 2 tCO2 emission reductions
Renewable electricity used
© Gestamp 2023

2023 Results
-25%
37%

2025 Objectives
-45%
62%
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ANNUAL REPORT 2023
Financing and climate change:
Gestamp, extending its commitment to society and aware of the need to implement sustainablefinancing, has linked the refinancing of a very significant part of its debt with banks to specificdecarbonisation objectives. These indicators are included in this report and verified together withthe rest of the non-financial information.
Contribution to the decarbonization of vehicles through their useful life:
For many years Gestamp has contributed to emission reductions of vehicles by making their parts
lighter, leading to an increase in fuel efficiency and therefore reducing CO2 emissions. To this end,
the ESG department, in collaboration with departments such as innovation, purchasing and sales,
analyses the carbon footprint of the components and the impact within the vehicle's life cycle.
In addition, Gestamp helps its customers in the challenge of the electrification of the sector andits transition to electric vehicles, providing technological solutions adapted to this environment,
which increase both the autonomy and safety of these vehicles. (Please see the innovation
section)In accordance with the recommendations provided by the Task Force on Climate-Related
Financial Disclosures (TCFD) working group, and after becoming a supporter of the initiative in
2022, Gestamp has worked on climate change-related disclosure in four topic areas: governancemodel, strategy, risk management and metrics and objectives.
Gestamp has scored B in the “Climate” questionnaire of the international
initiative Carbon Disclosure Project Climate (CDP).

Governance
Gestamp regards climate change as a challenge that must be addressed at the highest level within
the company. To this end, it boasts governing bodies which are responsible for promoting,approving and monitoring Climate Change risks and opportunities analysis as well as the Climate
Change mitigation and adaptation strategy within the Group.
-

Board of Directors- responsible for the supervision and control of the sustainability
strategy of the Group which comprises all climate-related matters.
oSustainability Committee- set up within the Board of Directors and made up of
members of this board. Its functions involve proposing, reviewing and assessing
the ESG strategy, which includes climate change-related matters, and submitting
this strategy to the Board of Directors.
In 2023, the company's Risk and Opportunities for Climate Change (ROCCs)
analysis has been submitted to the Commission for validation and climate changerisks have been integrated into Gestamp's corporate risk map.

-

ESG Committee- made up of the Executive Chairman and members of the Senior
Management of the Group, its main role is to approve ESG goals, including
decarbonization goals prior submission to the Board of Directors. It also monitors thedifferent action plans.

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ANNUAL REPORT 2023-

ESG Corporate Department- reporting directly to the Executive Chairman of Gestamp
since 2022, this is the department responsible for defining the ambition of Gestamp’s
decarbonization strategy and ensuring that it is in line with the expectations ofcustomers, regulators, investors and society in general.

-

Climate Change working group - created in 2022 and continued during 2023 on abimonthly basis; made up of experts from the Environment, Energy Efficiency,
Operations, Procurement and Commercial departments. This is an operational working
group led by ESG Management which is responsible for defining the emission reduction
targets and measures of the company in response to climate change risks andopportunities.

Given the size, complexity of the operating structure of the Gestamp Group and the importanceof ESG matters, organisational functions are required within the Group to coordinate and manage
activities related to climate change in all companies, business divisions and regions of the Group.
-

Corporate Environmental Department- this is the function responsible for controlling theachievement of environmental objectives and collecting the main indicators from plants
such as energy consumption, water consumption, raw materials and waste production
every quarter; and calculating the carbon footprint of the whole Group.

-

Energy Efficiency Department - responsible for identifying and implementing energy
saving measures at plant level. In addition, it monitors the energy consumption of theGroup's main plants in real time with a tool developed by an external company.

-

Corporate Purchasing Department- responsible for setting up the renewable energy
purchasing strategy, which is key to achieving the scope 2 emission reduction targets.

Strategy
The automotive and components manufacturing sector is faced with a great deal of climate
challenges as a result of the Paris Agreement; at a European level the climate-neutral targets for2050 set out by the European Green Deal; the Fit for 55 package of measures to reduce emissions
by at least 55% by 2030; the ban on manufacturing combustion-engine cars from 2035; and the
Nationally Determined Contributions (NDC) of various countries.
Furthermore, these regulatory frameworks highlight the need to proceed with a fair transition
model, endeavouring to not leave anyone behind.
In addition, climate change gives rise to an increase in temperatures and extreme weather
phenomena, as well as loss of resources, which must be taken into account by companies in theindustry in order to mitigate their impact.
Gestamp considers climate change risk in the Corporate Risk Map and it carries out a specificanalysis on Climate Change risks and opportunities affecting business in order to: Anticipate and adapt to the climatic risks that affect business, as well as take advantageof the opportunities it may offer.
 Measure the financial impacts of climate change according to different scenarios andpossible futures in the short, medium and long term.
During 2023, a climate scenario analysis was conducted in line with the recommendations of theIntergovernmental Panel on Climate Change (IPCC), the International Energy Agency (IEA) and the© Gestamp 2023

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EU Green Taxonomy. In this way, Gestamp has identified the main opportunities presented byclimate change for the company and a total of 47 physical and transition risks in different time
horizons: short (0-5 years), medium (6-15 years) and long term (16-30 years).
Based on this result, Gestamp identifies the most relevant risks and opportunities for thecompany:
Description of
the risk

Timeframe

Economic
ImpactDescription of the
impact of the risk

Risk management

Physical risks
Acute

Extremeweather events(Cyclone,hurricane,
typhoon...)Short Term

MediumRisk linked to theincreased frequency
and intensity of
extreme weather
events. It can lead tosupply problems,inability of employees
to access theworkplace, andincreased difficulties
associated withservice delivery,
among others.

Although theprobability ofoccurrence is low,
Gestamp has several
contingency plans
and central and local
action plans in place
to mitigate risks
posed by natural
disasters, including
emergency andevacuation plans aswell as insurance
cover which includes
natural catastrophes.

Chronic

Temperature
variability

Short Term

MediumAn increase intemperature could
result in increased air
conditioning costs for
Gestamp, especiallyrelated to providing asuitable environment
for the health andsafety of its
employees.

Studies are being
conducted on the
behaviour of the indoor
air of the facilities inorder to allocate
resources in the mostefficient way possible.

Short Term

High

Variation in theavailability ofresources can haveconsequences on thecost of raw materials,
which could lead toshortages, increases
in input costs due toa reduction in supply
or a decrease inproduct quality.

Thanks to the lighteningof parts, Gestamp has
managed to reduce theuse of raw materials in
its parts and has opted
for a circularity strategy
where thereintroduction of scrap
as a secondary raw
material becomes
fundamental in thesystem. In this sense, it
has establishedagreements with
suppliers to enable theavailability of materials
with a high recycled

Transition risksMarketVariation inresource
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Description of
the risk

TechnologicalTransition to
low-emission
technologies

Description oftheopportunity

Timeframe

Economic
ImpactLong Term

High

Timeframe

Financial
impactDescription of the
impact of the risk

The transition to lowemission
technologies willentail a number ofassociated costs,
notably in thepurchase of new
equipment or the
replacement ofmodels and/or
manufacturing
technologies withcleaner alternatives.
Description of the
impact of theopportunity

Risk management
content, and in turn,more sustainable.
The R&D departments
at Gestamp co-develop
new technological andproduct solutions withcustomers which
reduce emissions
during the manufacture
and life of vehicles.

Management of theopportunity

Transition opportunities
Cost
reduction

Cost savings
fromrenewableenergy use

Current

MediumThis opportunity isbased on projectedsavings based on
Gestamp's emissions
reduction targets of
30% by 2030.

Products
andservices

Ecodesign andcirculareconomyCurrent

MediumElectric vehicle
marketCurrent

MediumThe incorporation ofnew, more ecoefficient andenvironmentallyfriendly products canmean an increase inbusiness for
Gestamp. With anincreasingly climateconscious population,customers arelooking for products
and suppliers thatmeet the market's
expectations in termsof ESG commitment.
The opportunity
focuses on customer
behaviour,© Gestamp 2023

In 2022 Gestamp has
approved its climateneutral by 2050
strategy (please see
above) while
establishing, in addition
to other measures, achange of machineryplan and a renewableenergy purchasing
strategy. Furthermore,in 2020 it validated its
emission reduction
targets in accordancewith the SBTi initiative.
Gestamp, thanks to theprogress of the R&D
department, has
become a leader in hot
stamping technologies,
which together with its
experience in multimaterial solutions,offers innovative
alternatives withcomponents being
made lighter.

Gestamp has set up abusiness unit exclusively
devoted to electric60

ANNUAL REPORT 2023
Description of
the risk

Timeframe

Economic
ImpactDescription of the
impact of the risk
addressing theincreased sensitivity
to the impact of theirconsumption andactivities on theenvironment andopting for moresustainable products
and services.

Risk management
vehicle batteries inorder to centralize
efforts and address any
challenges andopportunities that arise.

These results will be used to define mitigation and adaptation measures for the identified risks.
For additional information on Gestamp's Climate Change performance, see the 2023 Climate
Change report on the Carbon Disclosure Project platform (https://www.cdp.net).

Risk management
Gestamp boasts a Comprehensive Risk Management System (CRMS) whose aim is to ensure that
financial and non-financial risks are identified, assessed and managed so that they do not have anegative effect on the achievement of the organisation’s objectives or on its reputation.
The Corporate Risk Map includes climate change risks, see Risk Management Chapter. Onceclimate risks and opportunities have been identified, they are assessed according to a series of
specific criteria, the results of which are used to establish controls.
The climate risks identified in the various areas of the company influence the overall strategy ofGestamp and are included in the overall risk management, with measures being established to
manage these risks as follows:

Products and services: Gestamp has boasted a strategy for products and services related
to climate change since electric vehicles entered the market. For the rolling out of electricvehicles, in 2018 Gestamp set up a new business unit devoted to electric vehicles whose
task is to develop the best solutions to adapt its products to the new technical demandsof electric cars.

Value chain: the company’s processes regarding supply chain consider 2 key lines: 1)
Participation in working groups together with customers to seek projects that guarantee
CO2 emission reductions throughout the useful life of vehicles. 2) Collaborate with
suppliers to align with the scope 3 reduction targets and achieve a supply chain with alower climate footprint.
Some examples in 2023 are:o ArcelorMittal Europe - Flat Products and Gestamp, have signed a “circularity
agreement”. The agreement includes jointly designing and implementing acircularity scheme that encourages steel recycling between Gestamp andArcelorMittal, and ultimately passing on the benefits of the agreement toautomobile manufacturers.

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oTata Steel and Gestamp have signed an agreement aimed at almost doubling thepercentage of recycled steel in components supplied to the automotive sector.
The initiative will allow Gestamp to pass on to vehicle manufacturers the benefitsof increasing recycled material, as well as reducing the associated carbon
footprint.



Investment in R&D: Customers seek lighter parts which allow them to lower the weightof end vehicles so as to be able to reduce emissions per km. In this sense, the mission of
the R&D Department is to develop innovative solutions that enable the weight of theparts to be reduced, thus contributing to a reduction in the overall weight of the vehicle.
This approach results in lower fuel consumption, thus reducing CO2 emissions into theatmosphere. Gestamp also supports the approval of new materials (low-emission,
recycled, etc.) and favours co-development throughout the value chain for the design ofthe product required for the mobility of the future.



Operations: In 2023, Gestamp has defined a roadmap, in accordance with the ESG 2025
Plan, to reduce its Scope 1 and 2 emissions, in line with the Paris Agreement and therequirements of its customers. These measures include energy efficiency actions (see"Metrics and targets" in the "Road to neutrality" section of this chapter) to reduce
consumption and electrify their facilities. In this vein, Gestamp boasts a renewableenergy supply strategy by means of three channels:oSigning of long-term renewable energy supply agreements, PPAs (powerpurchase agreement). In 2023, in the Indian perimeter, the extension of the solar
PPA has been signed at the Chennai plant, and work has been done so that thePune plant has an operational solar PPA in 2024. At the same time, thenegotiation of a 15-year contract for the supply of 49 GWh of wind energy toplants in Mexico by the company Elawan.

oPurchase of Renewable Energy Certificates (EACs). In 2023, production plants in
the United Kingdom, the Nitra plant in Slovakia and Hardtech in Sweden haveused green energy with guarantees of origin, while in Poland the electricity
company made green certificates available. Likewise, renewable energy
certificates were purchased for part of consumption in Germany, the Czech
Republic, China, Mexico and the USA.

oEnergy self-consumption. In 2023, 25.5 GWh of photovoltaic solar energy will be
self-consumed from plants in China, Turkey, Bulgaria, Spain and Portugal. During
this year, a total of 13 solar self-consumption plants have been launched, 11 inSpain, 1 in Portugal, 1 in Bulgaria and 2 in Turkey. The deployment in thesecountries will end next year. Additionally, a contract has been signed with EDF
for the installation of solar covers in 7 plants in Germany and work has been
underway on solar self-consumption agreements in France, the United Kingdom
and Japan that are expected to be launched next year.

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Metrics and targets
Since 2006 the company has monitored the carbon footprint of all production centres
corporation-wide every quarter. Each plant reports its energy consumption levels in a database
and, based on this information, the carbon footprint of each centre and the overall footprint arecalculated according to GHG Protocol and IPCC procedures.
Energy consumption
All Gestamp production processes need a source of energy in order to function. Therefore, thedifferent sources of energy consumed at the facilities are comprehensively tracked: Electricity,
natural gas, diesel oil and LPG.
The distribution of energy consumption globally is divided into 60% electricity, 35% natural gas
and 5% other fuels.
Energy consumption by fueltype (GJ)

2021

2022

2023

Electricity

3,762,902

3,977,471

4,167,390

Natural gas

26049142,358,550

2,388,841

LPG

282,400

335,083

338,281

Diesel

26,342

25,985

23,153

Total energy consumption

6,676,588

6,697,089

6,917,665

Renewable energy consumption*

347,915

1,329,133

1,735,762% of total consumption

5%

20%

25%

*Renewable energy consumption data is obtained from the purchasing department. See reason for the increase inrenewable consumption in the CO2 Emissions Index.

Evolution of the energy intensity ratio

2021

2022

2023

Energy intensity ratio (Total energy consumption in GJ /100 euros of value
added)

240

202

191

Electricity is the main type of energy consumed by the Group, given that its plants use electricity
as an energy source for most of the production processes, and also to power the facilities. Natural
gas is used mainly for air conditioning in buildings, so consumption is usually seasonal. In addition,some production plants use it in processes like hot stamping and in painting lines. The other fueltypes are linked primarily to the fleet of forklifts at the plants.

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GHG emissions
In recent years, despite the increase in production plants and the introduction of hot stamping,technology that is more intensive in the use of energy, Gestamp has managed to reduce CO2
emissions (in relative terms) thanks to improved environmental management and process
improvement.
Greenhouse gas emissions (TnCO2eq)

2021

2022

2023

Direct Emissions: Scope 1

209,106

197,907

198,281% of total
emissions
1.8%

Natural gas

176,003

159,268

160,590

1.5%

LPG

21,91325,77625,992

0.2%

9,540

9,816

8,752

0.1%

Indirect Emissions: Scope 2*

Diesel356,500

297,789

295,928

2.8%

Indirect Emissions: Scope 3

9,674,616

8,633,929

10,232,475

95.4%

Category 1 - Purchased goods andservices

7,559,053

6,578,857

7,963,187

74.2%

Category 2 - Capital goods

218,778

281,975

391,885

3.7%

Category 3 - Energy-related activities

158,479

156,888

159,310

1.5%

136,646

161,496

187,022

1.7%

26,30027,52729,9870.3%

Category 6 - Business travel

11,43016,496

18,5240.2%

Category 7 - Employee commuting

31,98835,17736,401

0.3%

Category 8 - Upstream leased assets

44,14742,49322,990

0.2%

0

0

0

0%

0

0

0

0%

0

0

0

0%

1,445,465

1,293,325

1,383,821

12.9%

0

0

0

0%

Category 14 - Franchises

0

0

0

0%

Category 15 - Investments

42,33039,69539,3480.4%

10,240,222

9,129,625

10,726,684

1.8%

Category 4 - Upstream transportationand distribution
Category 5 - Waste generated inoperations

Category 9 - Downstream
transportation and distribution
Category 10 - Processing of soldproducts
Category 11 - Use of sold products
Category 12 - End-of-life treatmentof sold products
Category 13 - Downstream leased
assetsTOTAL emissions Scopes 1+2+3* Scope 2 calculated according to the market-based method. Using the location-based method would be393,823 tCO2.
**Category 1 of Scope 3 calculated with information available as of 02/22/2024.
The emission factors used for fossil fuels come from DEFRA. In the case of electricity, they are requested
directly from the supplier of each plant (if not available, the country's electricity emission factor provided by
the International Energy Agency is taken). For Scope 3, DEFRA, CEDA and Sphera sources are combined foraluminium and steel consumption. The % are always referred to total emissions, so they do not have to add
up to 100 as a whole. In the breakdown of Scope 1 into the different fuel types, only the main fuels are taken
into account. There are other sources of Scope 1 emissions that are taken into account in the total but havenot been disaggregated.

Internally, the CO2 Emissions Index (defined as tCO2 Scope 1 and 2/€100,000 AV) is used as a tool
to assess the Group level performance in terms of emissions. During 2023, a reduction in thisindex has been achieved thanks to the implementation of energy efficiency measures and the© Gestamp 2023

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contracting of energy from renewable sources that have allowed emissions to be reduced despite
the greater energy consumption associated with the increase in activity in the Group.
Evolution of the CO2 Emission Index

2021

2022

2023

CO2 Emission Index (tonnes of CO2 //EUR 100,000 of added value)

21

15

14

Other significant emissions into the air
SO2 and NOx Emissions (Tn)

2021

2022

2023

SO2 Emissions

1.9

1.97

1.84

NOx Emissions

322.4

308.78312.23

Both SO2and NOx emissions come from Natural Gas, LPG or Diesel combustion and will gradually
decrease as the Group stops using fossil fuels in accordance with its commitment to reduce
emissions.
VOC’s (Tn) Emissions

2021

2022

2023

VOC’s Emissions

210

223

241

VOC emissions are produced as a result of solvent use.
Energy Efficiency
Gestamp is committed to reduce emissions and consumption in all production plants within theGroup. In terms of Energy Efficiency, in the last years a global initiative has been launched to
optimize and reduce the energy consumption and to be environmentally responsible. Each
production plant is working individually and together with other plants to implement measuresto rationalize the consumption and to make sure all the technologies and equipment are working
in the most efficient way from an energy point of view.
The commitment to emissions reduction, environmental protection, equipment performance
optimization and operational excellence, drive this initiative in Gestamp Group. The Energy
Efficiency project aimed at making improvements through several areas: Analysis of consumption and knowledge of the energy performance of the individual
productive assets and facilities
 Study of good practices implemented in the Group Research into new improvement channels
 Sharing of all acquired knowledge.
 Setting of aims and the involvement of all organizational levels of the company.
To achieve those aims, the instantaneous consumption of electricity and gas of the equipment
are monitored to create a model of its performance. Based on those consumption patterns,
algorithms to identify quantify and notify deviations, are created.

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Results achieved in 2023
In 2023, over 47 plants formed part of the Energy Efficiency initiative. A total of 9% of the plants
included in this scope were certified under the energy management system standard ISO 50001.
For the remaining plants included in the initiative, it is worth saying that the strategy usedregarding energy efficiency is based on the requirements from ISO 50001 guidelines.
Specific Energy Efficiency measures were identified and implemented at each of these plants tooptimize the functioning of equipment and to reduce its electricity and natural gas consumption.
Furthermore, standard documents related to shut-down protocols and other good practices werelaunched globally. Shut down protocols were followed in the production assets during nonworking periods which resulted in significant improvement in energy KPIs and a reduction of nonessential energy consumption. These initiatives together enabled the Group to achieve a
reduction of almost 35 GWh.
Additionally, a 16 GWh energy savings has been achieved in plants which are out of scope ofenergy efficiency initiative through continuous application of shut-down protocols and energy
efficiency best practices.
From a global perspective within the group, a 51 GWh energy savings were achieved in 2023.
Just to reinforce the Energy Efficiency initiative and the shut-down protocols application, an
Energy Efficiency audit program was also globally announced to all divisions and launched in apilot plant at the end of 2023. This audit program will continue being implemented during 2024with the aim of identifying non-standard practices which correction will result in additional energy
efficiency savings for the plants.
In 2024, Gestamp will continue to consolidate the initiative, achieving a high degree of maturity
at the European plants and implementing improvements at the North American and Asian plants.
2023 Figures
47 plants involved

1.65 Million € invested

77 improvement measures implemented

Return on investment period: around 1.5 years

Reduction of 12,646 Tonnes of CO2>50% have required no Investment

The consumption reductions achieved in 2023 are summarized in the following table*:Electricity

Gas

Total

26,422 MWh

25,058 MWh

51,480 MWh*The information provided refers to the perimeter of the 47 plants that are part of the energy efficiency initiative.

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ANNUAL REPORT 2023
Breakdown of measures by type (%)

MWh reduced

New technologies
8%

Non essential power
consumption
25%

Compressed air
51%

Gas usage
16%
Compressed air

Gas usage

Non essential power consumption

New technologies

Types and examples of measures undertaken.
TYPE OF ENERGYEFFICIENCYMEASURE

Compressed air

NUMBEROF
MEASURE
S

23

MWH
SAVED

5,161

TN CO2EMISSIONSAVOIDED

EXAMPLES

1,155

Gestamp West Midlands (U.K.) has managed to conduct anaggressive compressed air leaks audit which helped to identify
high number of severe air leaks. The identified leaks were listed,tagged, prioritized, and repaired periodically. This project has led
to an annual saving of 357 MWh in the compressed air units.

Gas usage

4

1,648

398

Gestamp Polska (Poland) has implemented a project to reduce
gas consumption by the installation of destratification fans which
improved the circulation of heat in the facility. This project
allowed switching off the boilers during some periods leading toa reduction in gas consumption without undermining plantheating. After measure implementation 1,505 MWh of gas
consumption were reduced annually.

New technologies

18

867

311

Gestamp Lapeer (U.S.A.) has managed to reduce its electricity
consumption by 259 MWh by replacing all inefficient lamps withefficient LEDs. New lighting points can be managed thanks to an
intelligent management system which increases savings.
Gestamp Vigo (Spain) has achieved an energy reduction inelectricity through optimization in the extraction fan dedicatedto a specific welding installation. After the implementation of an
efficient extractor fan, there is no need to switch on the general
extractor fan since this installation counts on its own as more
efficient extractor. Thanks to this optimization the project has
resulted to 27 MWh in energy savings.

Non essential power
consumption

Total general© Gestamp 2023

32

2,510

892

77

10,186

2,757

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ANNUAL REPORT 2023
Project expectations and plan for 2024
In 2024, the energy efficiency scope will be extended to 53 plants, and the reductions in
consumption achieved through the measures implemented until now, will continue in 2024.
Furthermore, new objectives for 2024 were defined based on the potential energy efficiency
actions that could be implemented in each plant, as seen in the table below:

Target 2024

Total MWh

Emissions avoided

48,950 MWh

12,025 tC02

Long-term expected outcomes
From 2024 forward, Gestamp will keep working to optimize consumption at the plants involvedin the project, endeavoring to find ideal consumption levels for production and auxiliary
equipment. The dynamics of responsible consumption at the plants will be consolidated by
implementing an energy performance standard at the plants. In this way, and by monitoringenergy consumption, the plants will be capable of standardizing the expected performance,
assessing, and predicting deviations by using energy production indicators for equipment andenergy management.
Energy-related best practices are being integrated and consolidated in a cross-disciplinarymanner across all the Group’s teams strategies: ESG, R&D, new construction, expansions,Operations, etc.

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4.2. Circularity
Gestamp seeks to develop the circularity of its business model, promoting the use of its scrap as
a secondary raw material in the production of low-emission steel, reducing the extraction of raw
materials such as steel and aluminium and promoting the optimisation of waste management.

From the dual materiality analysis carried out, some impacts, risks and opportunities linked to thematerial topic Circular Economy have been identified:Type
Impact++Descrip on
Reduc on of raw material extrac on and CO2 emissions in the
supply chain due to increased recycling and reuse of steel.
Improved product quality and useful life due to more durable
components, leading to a reduc on in waste genera on.
Descrip on

Severity

Probability
N/A
N/A

Magnitude

Probability

Uncertainty arising from the current vola lity in green/low carbon steel prices.

Risks

Opportuni es© Gestamp 2023

The diﬃculty of accessing secondary raw materials with suﬃcient quality
guarantees curbs the progressive development of parts with a high content of"green" materials.
Increase in Gestamp’s business due to the inclusion of new products more alignedwith the sustainability requirements of customers.
Diﬀeren a on from the compe on through low-emission steel/aluminium
content that meets market needs.
Research to reduce vehicle weight and emissions oﬀers the opportunity to reduce
the use of raw materials in the manufacturing of parts.
The manufacture of lighter parts helps increase vehicle eﬃciency and reduces
fuel consump on.
Improved eﬃciency of produc on systems through their digitalisa on andautoma on (Industry 4.0).

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ANNUAL REPORT 2023
LegendSeverity/Magnitude

Probability

Low

Low

MediumMediumHigh

High

N/A Impact considered already exis ng (real) so it does not haveprobability.

As a result of Gestamp's circularity development efforts, some objectives have been establishedin the ESG 2025 Plan:
Descrip on
Strengthen agreements with suppliers
regarding steel with recycled content and thepurchase of green steel.
Partnerships with scrap management
suppliers to promote circularity.

2023 Results

2025 Objec ves

Tata Steel, SSAB andArcelor Mi al.

Done

Acquisi on of Gescrap

Done

Carbon footprint analysis of product families.

20%

100%

AENOR Circular Economy Cer ﬁca on

Gestamp’s Circular
Economy Strategy
Management Model
has been Cer ﬁed by
AENOR

Circular economy
cer ﬁca on of centersthat represent 80% of
total sales.

Gestamp’s circularity strategy
Gestamp considers circularity to be one of the basic pillars of its sustainability strategy, identifying
raw material consumption as one of its greatest areas of environmental impact. Seeking thegeneration of new materials with a high percentage of recycled content to mitigate this impact
becomes especially relevant.
This is why Gestamp identifies the high value of its commitment to the circular economy and fora model based on:

INCREASE IN
RECYCLED
MATERIAL

Development ofpartnerships that
promote “closing theloop” projects.

© Gestamp 2023

EFFICIENT USE
OF RESOURCES

WASTE
MANAGEMENT

Developing production
processes that promote
the efficient use ofresources (raw materials,
water and energy).

Development of waste
management processes
that enhance theavailability of secondary
raw materials.

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ANNUAL REPORT 2023
However, Gestamp faces significant challenges related to the so-called “green” steel. Itsavailability is directly related to decarbonisation strategies and the investments of the main
suppliers, which entails additional costs. Approval is also required to ensure that they meet thestrict technical and quality requirements of customers. Similarly, there are obstacles to theacquisition of aluminium and other composite materials, which although used to a lesser extent
by the company, present the same difficulties in terms of availability, costs and approvalrequirements.
AENOR certification: Circular Economy Strategy
Given the challenges of defining priorities in the circular economy, AENOR has developed acertification of the Circular Economy Strategy Management Model. This model provides
organisations with a reference framework that helps determine the relevance of the aspects tobe addressed and identify their contribution to international circular economy principles. In thisregard, Gestamp has worked during 2023 on obtaining the AENOR Circular Economy certification,
demonstrating its firm commitment to innovative practices in this area.

Implementation of the strategy
Circularity management policies
Gestamp has a series of corporate policies in order to implement its circular economy strategy
and management across its value chain:

ESG policy (approved 27 February 2024): Focused on creating circular business models in
the automotive sector, especially the manufacture of components with a high recycledmaterial content, implemented through the reintroduction of scrap as a secondary raw
material and through Gestamp’s proper waste management and recovery.

Environmental policy: It seeks to reduce waste generated from our production activity
with the implementation and maintenance of a circular economy model.



ESG criteria for suppliers: It aims to promote the circular economy through suppliers,
resulting in a reduction in waste generation at source and promoting its recycling, reuse
and recovery as far as possible.

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ANNUAL REPORT 2023
Actions to ensure the correct management
Increase in recycled material content: Agreements and partnerships
As part of its commitment to the circular economy and despite the challenges described, in recent
years Gestamp has undertaken a series of measures and initiatives:

Collaboration with other members of the sector through work groups andassociations such as Catena-X, Sernauto and Forética, to prepare and define morecircular strategies.

Meetings with strategic suppliers to position itself as a major player in order to ensure
the availability of green steel and steel with a high content of recycled material. An
example of this are the agreements signed in 2023 with Tata Steel, SSAB and Arcelor
Mittal.



Collaboration with customers to align with their expectations and requirements.



Approval and validation of new materials with a high recycled material content, in acollaborative environment between steel mills, the customer and Gestamp.

Example of green steel approval
In 2023, Gestamp has begun carrying out the first tests with new, more sustainable materials
thanks to the alliances forged with steel suppliers. In this sense, a steel with a high content ofrecycled material (>75%) and produced with renewable energy through an electric furnace(EAF) has been tested for the manufacture of a component of the chassis division. The first tests
have proved successful, determining that this new material does not affect the proper
performance of the part.
Thanks to the analysis of the product's carbon footprint (cradle-to-gate), it has been determinedthat with this material we could reduce the equivalent CO2 emissions of the component by up
to 63%.

Although steel is the Group’s main raw material, and most of the actions have been focused on
this material, work is also in progress on signing agreements with aluminium suppliers to comply
with the emission reduction and circularity requirements of customers, particularly projects
related to battery boxes for electric vehicles.

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ANNUAL REPORT 2023
Enhancement of availability of secondary raw materials: Gescrap
With the acquisition in 2022 of 33.3% of the Gescrap Group specialised in the recycling of metals,
Gestamp took a further step forward to promote circularity in its business model. This integration
allows greater control over the management of metals, obtaining better traceability, andpromoting and enabling their use in the production of low-emission steel and with a high content
of recycled material.
In this regard, and thanks to the integration of Gescrap, Gestamp seeks to promote the availabilityof high-quality scrap in the automotive sector. An example of this is the agreement establishedwith Tata on the mass balance where the amount of scrap supplied by Gestamp will be counted
as part of the recycled steel material of the final product. In this way, the percentage of recycledmaterial associated with the steel supplied to Gestamp has risen to 30% (from 17%), without it
affecting quality, strength or conformability.
Gestamp in the vehicle life cycle
Stages1) Vehicle design anddevelopment stage2) Manufacturing stage

Gestamp’s contribution
Through our R&D departments, technological developments andcustomer and supplier collaboration, Gestamp offers solutions to
reduce the weight of the parts it manufactures (one of the key
factors in the commitment to the decarbonisation of theautomotive sector). At this stage, the selection of production
processes associated with manufacturing also plays a fundamentalrole.
Likewise, it becomes necessary to integrate, from the initial designconception phase, the possibilities of the materials used at the endof the useful life of the vehicle, in order to facilitate its recovery(ecodesign).
Gestamp uses environmental and social criteria to select its
suppliers.
As a Tier 1 supplier of automotive components, Gestamp focuses its
manufacturing activity on: Optimising the consumption of raw materials and natural
resources.
 Optimising production processes and logistics.
 Energy efficiency.
 Correctly managing waste generated.

Analysis of product life-cycle as a strategic element
In an environment where a common language becomes necessary when measuring the impactof a product on the environment and society, Gestamp is committed to life-cycle analysis as adifferentiating factor in the development of its parts. These analyses:
Provide a global perspective of the complete life-cycle of products in the development
phase.



Make it possible to show the impact on use and end of useful life, which is decisive when
co-designing a part.

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ANNUAL REPORT 2023
 Help highlight and reliably quantify the Group’s circular strategy.
Despite the fact that the analyses carried out to date have focused on the Global Warming
Potential (GWP) and on intermediate analyses of the product’s life cycle (Cradle-to-Gate & Gateto-Gate), Gestamp is considering the possibility of including other categories of futureenvironmental impact such as resource depletion and toxicity. Gestamp also aims to promote
the complete analysis of the product life cycle (Cradle-to-Grave) in the coming years. For this,Gestamp has an internal PCF tool (Product Carbon Footprint) which carries out these analyses.

PCF Gestamp Tool
Gestamp has developed an automated carbon footprint calculation tool for the parts that it
manufactures, mainly focused on the Chassis and Body in White divisions, although it plans to
expand its scope to Tooling and Edscha. This tool has as its main input a complete database called
Life Cycle Inventory adapted to Gestamp’s main production processes and the most used raw
materials. During its building, a detailed analysis of all production processes was carried out
together with the energy efficiency team and its real-time consumption monitoring tool. Likewise,with highly relevant departments in the company, such as the purchasing department, which has
worked on obtaining information on suppliers and raw materials; and the engineering andcommercial departments, which knew the technical detail of the parts to be analysed.
During 2024, the aim is to certify the calculation methodology behind the PCF tool, as well as theinventory on which it is based.

Monitoring of our circularity performance
As part of its circularity strategy, Gestamp is identifying KPIs that will help it to measure its circular
economy performance and highlight the great efforts that the company has been making in thisarea for years. Therefore, various sources are being reviewed, such as:- Circulytics indicators by the Ellen MacArthur Foundation.
- Circular transition indicators (CTI) by WBCSD- Catena-X Circularity KITOnce these indicators have been identified, Gestamp will review the objectives contained in its
ESG 2025 Plan in order to define new ones.

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4.3. Environmental Management
The environmental management carried out at Gestamp is comprehensive. Environmental
criteria are applied in all production stages: from the selection of suppliers and optimization of
raw materials to the management of energy consumption necessary for the manufacture ofcomponents, waste management and the management of greenhouse gas emissions in thecompany. product use phase.
Thanks to the double materiality analysis in which the most relevant aspects for the company
have been identified, some notable Impacts, risks and opportunities in the material topics ofWater and Circular Economy are5:
Water Management

Impacts

Type

Description+

Increase in water masses and/or decrease in the impact in areas ofwater stress as a result of improving efficiency in the consumption ofwater resources in the company's production processes.

Description
Risks

Shortage of water availability that will affect those production processes that
integrate its use, generating an increase in operating costs.

Opportunities

Reduction in operating costs and dependence on supply in areas of high water
stress thanks to the recirculation of water in production processes.

Severity

Probability
N/A

Magnitude

Probability

Severity

Probability

Waste Management

Impacts

Type

Description-

Impact on the environment derived from inadequate management of
the final destination of the waste generated (e.g. packaging materials,
cardboard, plastics, pallets, among others).

Description
Risks

N/A
Magnitude

Probability

New expanded responsibility of the industrial packaging producer.

LegendSeverity/Magnitude

Probability

Low

Low

MediumMediumHigh

High

N/A Impact considered already exis ng (real) so it does not haveprobability.

In order to minimize these impacts and the negative effects on the company and maximize thepositive effects and impacts, Gestamp has an ESG plan in which the following objectives are
established:

5

The double materiality analysis has identified that the material issues of Pollution and Biodiversity andecosystems are not material, so the company's impacts, risks and opportunities in these areas are notdetailed in this report.
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ANNUAL REPORT 2023
Description
Reduction of water consumption by sales(base year 2022)
Global monitoring of water consumption andits reuse in our processes and facilities
Reduction of hazardous waste (base year
2021)

2023 Results

2025 Objectives

14.5

6%

Water consumption
monitoring projects
have been developedin 2 facilities.

Done

+25.5

-35%

To achieve its objectives, which aim to minimize impacts and manage opportunities, Gestamp has
different management models and associated policies.

Policy and environmental management
In order to control and minimise the environmental impact of its activity, Gestamp has
established an Environmental Policy that requires the following from all its production centres:Implementation and maintenance of a certified Environmental Management System inaccordance with international standards (ISO 14001 or EMAS).
Quarterly reporting of the main environmental aspects through a management tool formonitoring environmental performance, identifying improvements and sharing theimplementation of best practices. In this way, the data from all the production centreson water consumption, raw material consumption, waste management, waste
production, energy consumption, environmental incidents and best practices is reported
to Corporate, which audits it and carries out comprehensive monitoring of its evolution
at each of the centres and for the Group as a whole, based on the following key
indicators:oooo

WPI. Waste Production Index
WMI. Waste Management Index
WCI. Water Consumption Index
CO2 EI. CO2 Emission index

Certifications and Human, Technical and Economic Resources
Certifications and audits
As of December 31, 2023, the Group had 94% of its plants certified according to the ISO
14001:2015 and/or EMAS standard. During the year, 2 new certifications have been achieved:
Gestamp Pune II and Gestamp Wroclaw; and the certifications of Gestamp Kaluga and Gestamp
Saint Petersburg have been lost due to the situation of these plants due to the war in Ukraine.
Each plant is audited both externally and internally every year. In order to carry out internal
audits, the Group encourages cross audits in which two specialists from two plants audit a third
plant in order to share experiences, replicate solutions, propose improvements, etc. This projectis currently implemented in plants in Spain, Portugal, Germany and Brazil.
Furthermore, internal audits have been carried out in all plants that are included in the scope of
the Zero Waste certification.

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ANNUAL REPORT 2023
As a new measure implemented in 2023, internal audits have been carried out on theenvironmental information reported by the plants on the ENVRA platform. Through theverification of invoices and internal documents, it has been verified that the data on water,energy and waste consumption is correct and accurate. These audits have been carried out bothelectronically (plants in Spain) and in person (USA, France) and will be progressively extended
over the next few years until they cover 100% of the Group.
Resources earmarked for environmental prevention: people, provisions and guarantees
Gestamp has a professional team dedicated to complying with environmental requirements bothat the corporate level and at each of the production plants. Environmental technicians reportquarterly to the corporate team, who monitor and evaluate the indicators.
All investments in systems, equipment and facilities in relation to the protection andimprovement of the environment, as well as any expenses incurred with regard to the protection
and improvement of the environment are set out below:
2021

2022

2023

Environmental investments (thousands of €)

4,520

5,046

6,918

Environmental expenses (thousands of €)

1,685

1,965

2,295

Regarding environmental risks, Gestamp makes financial provisions to cover theirimplementation. Additionally, the company has guarantees in the form of insurance that cancover the occurrence of environmental risks:-

Environmental Liability Insurance.
Third-Party Liability Cover for Sudden and Accidental Pollution in the General ThirdParty Liability policy.

During 2023, three environmental incidents have taken place in the USA that have affected theexterior surface of the factory; But in none of the three cases has it been necessary to activate
the guarantees of the Environmental Liability Insurance that the Group has contracted. In 2022,
there were no environmental incidents that caused the Environmental Liability Insurance to be
activated.

Sustainable use of resources
Water
Water is a limited natural resource for which Gestamp has savings and efficiency plans.
Water consumption at the production plants is predominantly for domestic use. At plants where
surface treatment processes take place, such as painting or galvanising parts, or hydroforming
processes, there is an industrial use of water. Only 29% of the Group's centres have such a
process.
To monitor the development of water consumption, we use the Water Consumption Index, WCI,
which measures the m3 of consumed water/€100,000 of added value. The significant variation
experienced in this index depends on the part being painted, which directly relates to the projects
being worked on with the customer at any given time.
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The painting of skin parts, which will eventually be placed on the outside of vehicles, involves
certain quality requirements that make it essential to frequently change the baths on thecataphoresis lines. As such, there is a considerable increase in water consumption. Conversely,
the baths can be reused in the treatment of structural parts, which entails a low water
consumption and a reduction in the WCI.
During 2023, the Group's level of activity has increased and yet a reduction in water consumption
can be seen as a result of the saving measures implemented in the production centers. In thisway, the Water Consumption Index has been reduced compared to the previous year.
Water consumption according
to the source (m3)
Public Network
Surface Water
Underground Water
Total

2021

2022

2023

1,383,704
0.241
255,162
1,639,107

1,584,713
0.240
206,835
1,791,788

1,570,338
0
183,212
1,753,550

Although currently it cannot provide global data on discharge that includes all its centres, itestimates that 10% of water consumption evaporates in production processes and other losses,
so 90% of water consumption would be considered as discharge.
Most of the plants discharge in a controlled way into the sewer system where adequate
treatment is received through wastewater treatment plants.
In addition, very strict controls are applied to ensure that the quality of the water discharge issufficient to meet all legal requirements in accordance with the applicable regulatory laws
depending on the country and to minimise any possible impact. Specifically, all plants withpainting lines have physical-chemical treatment for wastewater.
Water consumption
in water stress areas (m 3)India
MexicoPortugal
Spain

Reference level 6

2022

2023

Extremely high
High
High
High

79,477
138,638
29,628207,490

46,447
146,415
28,041
226,203

Total

455,233

447,106% of total consumption

25%

25%

Gestamp is implementing water monitoring systems to reduce its consumption and promote its
recirculation and recycling in plants with production processes with intensive use of water and inregions with water stress:- In plants with processes such as hydroforming or painting parts, through, for example,
closed circuit systems in which water is reused for long periods of time.
- In regions where the risk of water stress is high, through water recycling systems, suchas the case of the Chennai plant, India, where they use 41 m3 of treated water per day
in the water treatment plant for gardening purposes.
6

It has been taken as a reference National Water Stress Rankings of World Resources Institute (2019).

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ANNUAL REPORT 2023
Water Consumption Index Evolution

2021

2022

2023

Water Consumption Index (m3 of water consumed /100,000 euros of added
value)

59

54

48

In addition, since 2015, it has been completed the CDP Water Disclosure questionnaire,
specifically on water issues, publicly disclosing the water footprint and providing information on
the different aspects in managing this resource. The rating obtained in the CDP Water 2022 was“B-”, in line with the score for companies in the Metal Sector.
CDP 2022 Water Score

Score (A, B, B-, C, C-, D, D-)

GestampB

Average of Companies in the Metal Sector

C

Raw Materials
The manufacture of Gestamp parts requires the use of raw materials (steel, non-ferrous metals)
and auxiliary materials (wire, welding gases, oils, etc.).
Furthermore, plants are constantly working on the characteristics of the procured materials,
striving to gradually improve the way they are used, replacing oils and toxic or hazardous
chemicals with other, less hazardous products or products that have a lower impact on theenvironment or human health.
Steel and aluminum are the most used raw materials in production processes, representing 96%
and 3% by weight of the total materials consumed respectively. Gestamp works to reduce all thisconsumption by identifying and implementing good practices.
To a lesser extent, representing 2% of total consumables, products such as oil, paint andchemicals necessary as auxiliary materials for the development of productive activity are used inplants.
Efficiency in processes, quality, product and tool design are fundamental in order to optimise andreduce raw material consumption. Therefore, Gestamp monitors all of this every quarter bymeans of different management systems of the Group controlled by the plants, divisions andcorporate from different perspectives, in addition to the environmental perspective, such as theareas of finance, purchasing, quality and the technical office, with the ultimate goal of achieving
operational excellence.

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Consumo de Materias Primas yMateriales Aprovisionados (% Tn)

2021

2022

2023

Steel

97%

96%

96%

Aluminium

2%

3%

3%

Other procured materials:
Paint
Oil
Binder agent
Welding wire
Electrodes
Chemical products
Welding gases

1%
0.05%
0.05%
0.09%
0.26%
0.01%
0.09%
0.44%

1%
0.05%
0.06%
0.03%
0.19%
0.01%
0.06%
0.60%

1%
0.1%
0.09%
0.06%
0.34%
0.01%
0.14%
0.001%

Steel consumption per region (Tn)

2021

2022

2023

Europe1,485,081

1,540,072

1,667,939

North America

1,112,524

541,567

541,748

South America

250,737

282,541

321,029

Asia

188,349

274,452

293,752

Total

3,036,691

2,638,632

2,824,468

Waste management
During 2023, a total of 56,490 tons of waste have been generated without taking scrap into
account. Of this total, 28,095 tons would correspond to non-hazardous waste and 28,395 tons tohazardous waste.
Of the total of non-hazardous waste, 95% corresponded to scrap metal. Scrap metal is a waste
product that is 100% recyclable. Its reintroduction into the steel production process contributes
to closing its life-cycle in accordance with the circular economy model.
Types of waste generated (Tn)

2021

2022

2023

Hazardous Waste

23,28924,03428,395

Non-Hazardous Waste

23,222

26,98228,095Scrap

998,309959,696

1,051,236

Total

1,044,820

1,010,712

1,107,726

Non-Hazardous Waste
The most frequently generated non-hazardous waste categories are wood, solid urban waste
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2023
Type of waste (%)

2021
%

2022
%

%

TonnesWaste notintended for
disposalWaste
intended for
disposal

Wood

33%

31%

33%

9,161

8,724

437

Solid urban waste

25%

25%

27%

7,460

2,230

5,230

Paper/cardboard

13%

11%

13%

3,657

3,450

207

Non-hazardous sludge

4%

4%

8%

2,346

1,833

513

Other non-hazardous metals

12%

12%

6%

1,767

1,759

8

Other non-hazardous waste

8%

2%

4%

1,204

192

1,012

Plastic containers

3%

3%

4%

1,157

1,104

53

Non-hazardous oil

2%

2%

2%

638

630

8

Process furnace waste

1%

0.3%

72

27

45

Inert waste

9%

2%

634

469

165

Hazardous waste
In the hazardous waste category, the most frequently generated type is contaminated water,sludge, used oils and contaminated materials (cloths and gloves stained mainly with oil).
2023
Type of hazardous waste
Polluted water
Used oil
SludgeOther waste
Contaminated material
Used oil filters
Blasting dust
Cutting oil
Welding powder
Contaminated packaging
Chemical products
OthersElectronic andelectrical devices
Mastics
Welding filters
Toner
Solvents
Medical waste
Fluorescents
Batteries
Aerosol sprays© Gestamp 2023

2021
%

2022
%

%

Tonnes*

69%
8%
8%
6%
3%
0%
2%
1%
1%
1%
1%

74%
4%
8%
1%
3%
0%
2%
3%
1%
1%
1%
1%

74%
4%
8%
1%
4%
0%
1%
2%
1%
1%
1%
3%

0.2%

0.2%

0.4%
0.1%
0.07%
0.1%
0.02%
0.02%
0.1%

0.4%
0.1%
0.01%
0.2%
0.05%
0.01%
0.01%
0.02%

20,881
1,134
2,367
299
1,177
77
368
698
152
375
331
834

Waste notintended for
disposal
17,482
1,077
444
10
584
2
224
587
36
141
25
-

Waste
intended for
disposal
3,399
57
1,923
289
593
75
144
111
116
234
306
-

0.3%

98

80

18

0.4%
0.1%
0.01%
0.8%
0.01%
0.02%
0.1%
0.04%

103
38
2
237
3
5
28
11

10
4
1
225
0
4
27
6

93
34
1
12
3
1
1
5
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ANNUAL REPORT 2023
*Due to rounding of decimals, the sum of tonnes generated by category and the total sum of tonnes may
not be exact. There are additional breakdowns for the category Others that have not been included because
they are not relevant in magnitude, so the total amount of tonnes broken down shown in the table is lower
than that reported in the consolidated figures.

Gestamp works to reduce this waste at the plant; in particular for wastewater, of note is thefollowing practice that was carried out in 2023:
Sustainable water management: Reduction of the pollutant load of cleaning water
The Gestamp Tool Hardening plant has managed to reduce the pollutant load of cleaning waterof the plant for its subsequent incorporation in the water cycle.
Since soil cleaning water is the main waste generated by the plant and considering the difficultyin managing the pollutant load, GTH carried out, with the help of the competent authority, aproject to reduce the pollutant load of soil cleaning water and allow management through theexisting separator, which already treated other process water.
Relevant milestones:
 Correct settling and filtering of solid
particles, avoiding their entry in theseparator.
 Structural adaptation of the separator toensure its correct maintenance.
 Search for the pumping system that does
not generate emulsion.
 Testing of cleaning products that respects the phases of the pollutants.
 Ensure that products used in production do not interfere.
Benefits of implementation:
 Minimisation in the generation of waste of more than 30 tonnes/year, which will allow
GTH to be classified as a small waste producer, with 100% internal management of it.
 Less space needed for storage, allowing a reorganisation of the warehouse.
 Reduction in authorised manager trips to our facilities by >83%.

Plastics
During 2023, Gestamp has collected 1,157 tons of plastic packaging, of which 91% is recycled and
5% is sent to energy recovery treatments, with the other alternatives, such as sending to landfill,being the last of the recycling options. final destination for this waste with only 4%.

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Final destination of waste

Final Destination of Waste *

2021
%

2023

2022
%

%

Toneladas

Recycling

98%

98%

98%

1,084,911

Reuse

0.2%

0.2%

0.3%

3,659

Landfill

0.8%

0.5%

0.9%

9,736

Energy recovery

0.3%

0.5%

0.4%

4,056

Other

0.7%

0.8%

0.4%

5,365

*Includes scrap. Plants within the scope of the "0 waste" and "towards 0 waste" certification (77% of plants included in the scope forenvironmental indicators).

If scrap is included in these percentages, 98% of the total waste has its final destination as
recycling, reuse or energy recovery.

Waste-related indexesGroup-wide, the company work with two indexes that show the trends in waste generation andmanagement. During 2023, the business volume prior to the COVID and chip crisis has recovered.
New projects have been started in several plants and this means a greater generation of waste
during the first stages of the projects as a consequence of the modifications in the plant lines,
which then stabilizes when entering production. Even so, thanks to the Circular Economy model
implemented in the Group, it has been possible to maintain the Waste Production Index at a level
similar to that achieved the previous year.
Regarding the Waste Management Index, the increase observed is due to the general increase incosts. Due to generalized inflation, during 2023 spending on waste management has increased
more than added value.
Waste Production Index Evolution

2021

2022

2023

Waste Production Index (tonne of waste/€1,000 million euros of added value)

17

15

16

* Having increased the added value (11%) compared to last year, and maintaining the trend in the generation of total waste, thereduction in the index becomes more notable.

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ANNUAL REPORT 2023
Waste Management Index Evolution

2021

2022

2023

Waste Management Index (cost of waste management in thousands of euros/€10
million euros of added value)

19

19

21

Certificación Residuo 0
In 2023, Gestamp continued to maintain the AENOR Zero Waste certification which it obtained in
2021, highlighting its Circular Economy model, capable of reintroducing the waste it generates
back into the value chain.
The Zero Waste Regulation takes into account two types of certifications: Zero Waste. Recovery of more than 90% of waste (excluding scrap metal)
 Towards Zero Waste. Recovery of more than 60% of waste (not taking scrap metal into
account)
The verification, which has been carried out online and in person at all the plants within thecertification perimeter in India and Brazil, has proven that the waste management systems of
63% of the Group’s plants meet the requirements for the existence of complete traceability of
waste. This monitoring includes, from its generation to its delivery to a manager for its recovery,
ensuring the non-existence of waste with final destination to landfills and verification of the legal
requirements associated with the waste management process.
Out of the percentage of verified plants, 15% obtained the Zero Waste certification (more than
90% of waste) and the remaining 48% meet the requirements for Towards Zero Waste (morethan 60%).
The follow-up audits also highlighted the high level of collaboration and involvement of allparticipating staff in the process of implementing the scheme, the tidiness and cleanliness of thewaste storage areas in all the plants audited, and the integration of some specific requirementsof the Zero Waste Management System into the ISO 14001 Environmental Management Systems.

Protected areas and biodiversity
All of Gestamp's production plants are located in urban and industrial areas.
In 2023 we have updated the situation of the production centers in relation to nearby protectedareas with respect to the catalogs of protected areas collected in the Natura 2000 Network, IUCN,
Emerald Network and USA Wetlands. The study has concluded that, although 67% of the plants
are located in an area close (<5km) or adjacent to a protected natural environment, given thecharacteristics of Gestamp's production processes, the direct impact on ecosystems is very low.

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According to the internal risk assessment, the highest potential risk is considered to occur inplants with industrial surface treatment processes that discharge their water into public channels.
Only 8 plants7 of the Group meet these conditions and, through internal audits, the necessarycontrols are carried out to guarantee that they have implemented an environmental
accident/incident prevention plan that minimizes the occurrence of a possible event.
In parallel, as part of Gestamp’s commitment to biodiversity protection, the company isvoluntarily participating in two external initiatives:
European Commission EU Business @ Biodiversity Platform
For many years, Gestamp has worked with pioneering companies to develop tools that help
integrate biodiversity into different business models which are currently in place. The work
focuses on three main areas:

Natural capital: helping integrate biodiversity into decisions of the company.
Innovation for Biodiversity and Business: developing tools for assessment and sharing
and identifying opportunities and best practices.
Financial Institutions: forum for dialogue between financial institutions to integratebiodiversity and natural capital into trends in financial activities.

Participation in Nature Business Ambition
In 2023, Forética launched the business leadership initiative Nature Business Ambition in which
Gestamp participates, in order to boost ambition, promote action and build alliances to help
towards the recovery of nature and biodiversity as key factors in achieving a “Nature positive”
planet by 2030:

7

These plants are found in Argentina, Brazil, China, Spain, France, Mexico and Portugal.

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ANNUAL REPORT 2023

Ambition

ActionAlliances

Boost ambition andenhancement of thecommitment of participatingcompanies

Promote action by identifying
business cases, trends andmajor tools to move towards
a “Nature positive” world

Build alliances with the main
national and international
stakeholders to become aplayer of reference© Gestamp 2023

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Taxonomy of the European Union
Context
In order to comply with the climate and energy objectives proposed by the European Union for2030, and in turn, achieve the Neutrality objective of the European Green Deal by 2050, it isessential that investments are directed towards sustainable projects and activities. In this way,the economy, companies and society in general will become more resilient to current and futureclimate and environmental consequences. This is why a common language and a clear definitionof what is sustainable is needed.
In this sense, and to face this challenge, the European commission published a classification
system called the EU Taxonomy (Regulation (EU) 2020/852), which aims to decarbonize theeconomy by defining what it considers as environmentally sustainable economic activities. As oftoday, said Regulation establishes the classification criteria for the activities defined for two of
the six proposed environmental objectives, Mitigation and Adaptation to Climate Change:

Regulatory evolution
Three delegated acts have been published supplementing Regulation (EU) 2020/852:
On June 4th, 2021, the Climate Change Mitigation and Adaptation objectives were publishedin Delegated Regulation 2021/2139. This delegated act on climate taxonomy establishes thetechnical screening criteria for determining whether an economic activity qualifies ascontributing substantially to climate change mitigation or adaptation and for determining
whether this causes no significant harm to any of the other environmental objectives.



On July 6th, 2021, Delegated Regulation 2021/2178 was published, which in article 8 inparticular specifies the content and presentation of information to be disclosed bycompanies subject to the NFRD (Non-Financial Reporting Directive).



Lastly, on March 9th, 2022, Delegated Regulation (EU) 2022/1214 was published whichamends the previous Delegated Regulations and includes, subject to strict conditions,© Gestamp 2023

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ANNUAL REPORT 2023
relevant nuclear and gas related activities in the list of economic activities covered by EU
taxonomy8.
On June 27th, 2023, it was published:oDelegated Regulation (EU) 2023/2486, which supplements Regulation (EU) 2020/852 of
the European Parliament and of the Council by establishing the technical selection
criteria to determine under what conditions an economic activity will be considered
contributes substantially to the rest of the objectives of the taxonomy and to determine
whether said economic activity does not cause significant harm to any of the otherenvironmental objectives, and which modifies Delegated Regulation (EU) 2021/2178.

oDelegated Regulation (EU) 2023/2485, which modifies Delegated Regulation (EU)2021/2139 establishing additional technical selection criteria to determine theconditions under which an economic activity is considered to contribute substantiallyto mitigation or adaptation to climate change, and to determine whether that economic
activity does not cause significant harm to any of the other environmental objectives.

According to article 8 of the Regulation, in 2023 companies must report:
 Eligibility and alignment in accordance with Delegated Regulation 2021/2139 the objectivesof Mitigation and Adaptation of Climate Change.
Eligibility of new activities included in the Environmental Delegated Regulation and theamendment to the Climate Delegated Regulation.

The regulations establish a series of economic activities (eligible activities). For an activity to beconsidered aligned, it must contribute substantially to one of the environmental objectives(mitigation or adaptation to climate change), not cause significant harm to any of the remaining
environmental objectives and comply with minimum social safeguards.
Likewise, the most relevant information must be included in relation to compliance with theregulations, the accounting policy and qualitative information that allows contextualizing theresults obtained and facilitating the understanding of the KPIs.
In 2023 it has not been identified activities associated with other objectives beyond Climate
Change Mitigation. However, in 2024 a review of the activities will be carried out as a result of
the integration of Gescrap in the development of Non-Financial Information.
Scope of the report
The scope of the analysis has included all the Gestamp Group's operating plants included in thescope of this non-financial information report (see chapter About this Report).
Gestamp Compliance Assessment
Gestamp, in an exercise of transparency and in compliance with the new regulatory requirements
under the scope of application of the NFRD, carried out during 2021 the evaluation of theeligibility of its activity based on the criteria defined in the “European green taxonomy”. In this8 Gestamp does not carry out activities related to nuclear energy and fossil gas contemplated in the Complementary Climate

Delegated Regulation. For this reason, no related information is presented considering the templates of Annex XII of the DelegatedDisclosure Regulation.

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ANNUAL REPORT 2023
initial exercise, Gestamp was positioned as eligible as defined in activity 3.3. of Manufacture of
low-carbon technologies for transport, since it is an essential part of the manufacturing of thevehicles indicated in the technical selection criteria for said activity. However, automotive
components were not explicitly mentioned in that description.
Due to the uncertainty regarding the application of the regulations and after having carried out
the exercise internally, the European Commission published a Q&A on February 2, 2022
specifying that the activity of companies supplying automotive components was not eligible
according to activity 3.3. Manufacturing of low-carbon technology vehicles for transportation
described in the Taxonomy. For this reason, Gestamp finally concluded that it did not haveactivities associated with those considered eligible from the point of view of the Regulation.
During 2022 Gestamp again carried out the eligibility exercise for its activities taking into accountthe following factors:
 the latest EU FAQ from December 2022 which, in a generic way, indicates that for theactivities of 3.1-3.6, the components can be counted if they fit the selection criteria.
 Component manufacturers are one of the main actors in the transition towards sustainablemobility, accounting for 70% of the value of the vehicle, 90% of the production cost and 58%
of investments in sustainable mobility come from automotive component suppliers,
according to CLEPA data.
 the public position regarding the Taxonomy of other companies in the sector and sector
associations such as CLEPA (European Automotive Suppliers Association) with its #FairTaxonomy movement).
 the recognition that the eligibility of Gestamp's activities would mean for investors.
Finally, during 2023, the European Commission published in the Official Journal of the European
Union Commission Delegated Regulation (EU) 2023/2485 of June 27, 2023, which modifies
Delegated Regulation (EU) 2021/2139 establishing additional technical selection criteria todetermine the conditions under which an economic activity is considered to contribute
substantially to climate change mitigation or adaptation, and to determine whether that
economic activity does not cause harm significant to any of the other environmental objectives.
Gestamp has carried out an analysis of the activities that this modification includes.
In this sense, within the study carried out, two additional activities have been considered to those
finally reported as eligible according to the technical selection criteria:© Gestamp 2023

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ANNUAL REPORT 2023
Activities studied and their adaptation to the technicalselection criteria of the Taxonomy
3.3. Manufacturing of low-carbon technologies fortransport: According to the latest EU FAQ of December
2022, in a generic way, for the activities of 3.1-3.6, thecomponents can be counted if they fit the selection criteria.
Likewise, key components are not explicitly mentioned.

Eligibility Analysis

3.6. Manufacturing of other low-carbon technologies: The
description would include the manufacturing of othertechnologies not included in previous activities (3.1-3.5),
which constitute a significant decrease in the GHG
emissions of the product during its life cycle compared tothe best performing alternative. available on the market. At
Gestamp, life cycle analyzes are carried out to corroborate
product emissions, and new materials are also tested thatwould imply a significant reduction in the footprintcompared to the best solution on the market.

Not eligible due to complexityof data collection. Although
Gestamp is carrying out life
cycle analysis studies to prove
the substantial reduction inemissions in the parts it
manufactures, at the moment
it is not feasible to obtain the
figures associated with thisactivity.

It is interpreted as not eligible
according to the selection
criteria established in theregulations.

Eligible Activities
Finally, after the eligibility analysis carried out, it has been determined that the activities that fit
the description provided by the Taxonomy of the activities carried out at Gestamp are 3.4
Manufacture of batteries, cells and accumulators and 3.18 Manufacture of automotive andmobility components.
3.4 Manufacture of batteries, cells and accumulators
This activity includes in its description the manufacture of rechargeable cells, batteries andaccumulators for transport, stationary and off-grid energy storage and other industrial
applications. Likewise, it includes the manufacturing of the components corresponding to them(active materials for cells, batteries and accumulators, battery cells, housings and electronic
components). In this sense, Gestamp fits this last description thanks to the activity of
manufacturing battery boxes or battery casings, which is carried out in the Group due to thecompany's commitment to electrification.
3.18 Manufacturing of automotive and mobility components
Described by the regulation as the manufacture, repair, maintenance, renewal, reconversion andmodernization of mobility components for zero-emission personal mobility devices and approved
automotive and mobility components, systems, independent technical units, parts and spareparts, designed and manufactured for use exclusively in vehicles and buses that meet the criteria
established in this section and that are essential to ensure and improve the environmental
performance of the vehicle. Taking this description into consideration, Gestamp includes in thisactivity the Door number Rings manufactured by hot stamping, which reduces the weight of thepart and the final vehicle (improving the efficiency of the vehicle in terms of energy consumption)
and are intended for electric vehicles.

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ANNUAL REPORT 2023
Evaluation of compliance with the technical selection criteria
For this year, a new study of the Group's activities has been carried out under the definition of
the Taxonomy and the financial figures of INCN, CAPEX and OPEX for said activities have been
calculated.
To this end, the technical selection criteria provided by Delegated Regulation 2021/2139 of July4, 2021 have been considered, which complements Regulation (EU) 2020/852, for theenvironmental objectives of mitigation and adaptation and Delegated Regulation 2023/2485 ofJune 27, 2023.
Technical selection criteria: substantial contribution to climate change mitigation
Mitigation
taxonomic
activity
3.4. Manufactureof batteries, cells
andaccumulators

Eligibility
AnalysisAnalysis of the adequacy of Gestamp's activities to thetechnical criteria of substantial contribution

Eligible according
to the definition of
the activity
contemplated in
the Climate Royal
Decree.

In 2022, electric vehicles enabled a net reduction of around 80 Mt
of GHG emissions. As the electric vehicle fleet continues to grow,emissions reductions will become even more significant, playing a
key role in achieving the goals set out in the Paris Agreement.
Therefore, fundamental parts for the correct functioning of thistype of vehicle, such as batteries and, therefore, battery boxes, areessential.
Following this rationale and based on the comparison of theanalysis of CO2eq/Km and total CO2eq emissions throughout thelife cycle of a conventional vehicle versus an electric vehicle, we
consider that battery boxes are essential for the substantial
reduction of emissions. in transportation as the main componentof electric vehicles.

3.18.
Manufacturingof automotive
and mobility
components

Eligible according
to the definition of
the activity
contemplated in
the Climate Royal
Decree.

The technical description of this activity includes the manufacture,
repair, maintenance, renewal, reconversion and modernization ofcomponents that are essential to ensure and improve theenvironmental performance of vehicles with zero direct CO2
emissions described in the Royal Decree. In this sense, Gestamp
includes the manufacture of Door Rings through hot stamping, aproduction process that reduces the final weight of the vehicle.
The Door Ring is an essential part of the vehicle since it constitutes
a fundamental part of the bodywork. Reducing the weight of thispart through hot stamping makes the final vehicle lightercompared to parts that do not follow this production system. Thisis because thanks to this technology, the number of parts used isreduced and its thickness is reduced, allowing safer and lighter
metal components to be manufactured, which means lightening
the total weight of the vehicle, reducing energy consumption and,
therefore, reducing CO2 emissions (improving the environmental
performance of the vehicle). As shown in the analysis carried out
on the life cycle of the Door Ring, the emissions associated withthe raw material purchasing, manufacturing and vehicle use
stages are reduced thanks to this technology.
Therefore, we consider that the lightening of parts is essential forthe vehicle to improve its environmental performance as we show
throughout the 2023 Annual Report.

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Criteria for not causing significant harm - DNSH
For activity 3.18. Manufacturing of automotive and mobility components, a detailed analysis of
the DNSH requirements of each objective has been carried out:-

Adaptation to climate change
An analysis of the Risks and Opportunities of Climate Change has been carried out inaccordance with the criteria defined in Appendix A of the Regulation and taking as a starting
point those risks listed in point II of the same appendix in which the plant that develops thealigned activity. For more information see chapter Path to neutrality.

-

Sustainable use and protection of water and marine resources
An environmental impact assessment has been carried out on the plant that carries out theactivity in which the risks of environmental degradation related to the preservation of water
quality and the prevention of water stress are determined and addressed.

-

Transition to a circular economy
According to Gestamp’s circularity strategy, Certified by AENOR, we ensure:i. The reuse and exploitation of secondary raw materials and reused components ofmanufactured products (see Circularity chapter)ii. The design for high durability, recyclability, easy disassembly and adaptability ofthe manufactured products (see Operational Excellence chapter);iii. Waste management that prioritizes recycling over elimination, in the
manufacturing process (see Circularity chapter);-

Pollution prevention and control
An analysis of the specific activity determined as eligible has allowed us to determine thatpolluting substances listed in Appendix C of the Regulation are not used.

-

Protection and restoration of biodiversity and ecosystems
The activity does not affect biodiversity or ecosystems and is not located in biodiversitysensitive areas or nearby (see Environmental Management chapter).

Compliance with minimum social safeguards
Gestamp is aligned with the OECD Guidelines for Multinational Enterprises and the United
Nations Guiding Principles on business and human rights, including the principles and rights
established in the eight fundamental conventions referred to in the Declaration of theInternational Labor Organization regarding fundamental principles and rights at work and theInternational Bill of Human Rights.
In this regard, the company has a series of internal policies and procedures that ensure that there
are no negative social impacts on stakeholders, such as the Human Rights Policy, the Human
Rights Due Diligence Procedure, the Health and Safety Policy, the Anti-Corruption and Fraud
Policy or the ESG Requirements for suppliers among others. Information in this regard is provided
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Main Aspects

Chapter- Human Rights- Code of Conduct- Corruption, Fraud and Bribery Prevention- Code of Conduct- Talent development and training- Fiscal Strategy- Ethics and Regulatory Compliance

Human Rights
Anti-corruption and Bribery
Taxes
Fair competition
Results and methodology
Results of the eligibility exercise

The results of the indicators have been the following for the eligibility exercise:
Eligible Activities

Sales
2022

Sales
2023

Capex
2022

Capex
2023

Opex
2022

Opex
2023

3.4. Manufacture of batteries,
cells and accumulators

2.32%

3.43%

11.79%

14.06%

-

-

-

0.76%

-

4.70%

-

-

2.32%

4.19%

11.79%

18.76%--

3.18. Manufacturing of
automotive and mobility
components*
Total* For activity 3.18. Manufacturing of automotive and mobility components, no information is provided in
2022 as it is a new activity as indicated in the Gestamp compliance evaluation section.

Results of the alignment exercise
The results of the indicators have been the following for the alignment exercise:
Aligned Activities

Sales
2022

Sales
2023

Capex
2022

Capex
2023

Opex

2022

Opex
2023

3.18. Manufacturing of
automotive and mobility
0.4%
2.1%
components*
Total
0.4%
2.1%
* For activity 3.18. Manufacturing of automotive and mobility components, no information is provided in
2022 as it is a new activity as indicated in the Gestamp compliance evaluation section.

KPI calculation methodology
Gestamp has avoided double counting of activities during the analysis process by considering only
one eligible activity, since the production of the same part could have fit into several activities.
Regarding the calculation process, the accounting data was taken from corporate financial
systems, and the report thereof was additionally confirmed with plant teams. These calculations
do not include intercompany transactions, so double accounting has not occurred in this sense
either.

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Sales: represents the proportion of net business volume derived from products or services
contemplated by the Taxonomy. The turnover KPI offers a static view of the company's
contribution to environmental objectives. Calculation of %:ooNumerator: net amount of turnover that is associated with the economic activities
carried out by the company that are taxonomically eligible.
Denominator: Considers the total volume of the net amount of the company's
turnover as stated in note 3.23 of the Consolidated Annual Accounts.

Capex: represents investments in fixed assets of an activity that is contemplated in theTaxonomy. Capex offers a dynamic and prospective view of companies' plans to transformtheir business activities. Calculation of %:o Numerator: association of the CaPex intended for the selected taxonomic activityo Denominator: includes the additions of tangible and intangible assets during the year
before depreciation, amortization and possible new valuations, including thoseresulting from revaluations and impairments, corresponding to the year of thecompany, excluding changes in fair value. Additions to tangible and intangible assets
resulting from business combinations will also be included.



Opex: represents the proportion of operating expenses associated with activities
contemplated by the Taxonomy.
o Numerator: Direct costs considered by the Regulation associated with taxonomic
activities
o Denominator: non-capitalized direct costs that relate to research anddevelopment, building renovation measures, short-term leases, maintenanceand repairs, as well as other direct expenses related to the daily maintenance oftangible fixed assets by the company or a third party to whom activities aresubcontracted and that are necessary to guarantee the continued and effective
operation of said assets.

In the case of the Opex calculation, because the direct costs considered by the Regulation are not
relevant compared to the total operating costs of the year, they have not been included as partof the report following the recommendations of the European Commission. Due to theimmateriality of Opex, the corresponding table has been included in annexes (9. Opex Table).
Conclusions

Eligible sales figures- 2023: €515 M© Gestamp 2023

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- 2022: €249 M
Eligible CAPEX- 2023: €178 M- 2022: €94 M

Aligned sales figure 2023: €51.8 M
CAPEX aligned 2023: €19.6 M
Gestamp recognizes the importance of establishing a business that is increasingly in line withwhat is established by the “European green taxonomy”. In this sense, although the figures are
not representative today, the percentage of eligible sales has doubled compared to last year.
Likewise, due to the development of regulations and the integration of Gescrap in the 2024
Annual Report, as well as Gestamp's commitment to the development of more sustainablemobility and the circular economy, exponential growth is expected in the coming years of these
indicators.
Gestamp will continue working on this analysis to be able to provide eligibility and alignment
figures that are more in line with the reality of your business.

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Proportion of business volume coming from products or services associated with economic activities that comply with the taxonomy corresponding to theyear 2023:

Water and marine
resources

Circular Economy

Pollution

Biodiversity and ecosystems

Climate change mitigation

Circular Economy

Pollution

Biodiversity and ecosystems

Minimum guarantees

51.8

0.4%

S

N/EL

N/EL

N/EL

N/EL

N/EL

S

S

S

S

S

S

S

0%

Turnover of environmentally sustainable activities (conforming
to the taxonomy) (A.1)

51.8

0.4%

0.4%

0%

0%

0%

0%

0%

S

S

S

S

S

S

S

0%*

Of which: facilitating

51.8

100%

100%

0%

0%

0%

0%

0%

S

S

S

S

S

S

S

0%

Of which: transitional

0

0%

0%

S

S

S

S

S

S

S

0%

Water and marine
resources
Adaptation to climatechangeAdaptation to climatechangeProportion of
turnover that
conforms to theyear 2022

Codes

Climate change mitigation

Economic activities

Criteria for absence of significant harm("DNSH”).

Substantial contribution criteria

Proportion Turnover

2023

Absolute TurnoverM€

Financial year 2023

Category
facilitating
activityF

Categorytransitional
activity

A. ELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
A.1. Environmentally sustainable activities (conforming the taxonomy)
Manufacturing of automotive and mobility components

CCM 3.18

F
T

A.2. Activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform to the taxonomy)
Manufacturing of automotive and mobility components

CCM 3.4

421.5

3.4%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

2.32%

Manufacturing of automotive and mobility components

CCM 3.18

41.8

0.3%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

0%

463.4

3.8%

3.78%

0%

0%

0%

0%

0%

2.32%

515.2

4.2%

4.2%

0%

0%

0%

0%

0%

2.32%

Turnover from non-eligible activities according to taxonomy(B)

11,758.5 €

95.8%

TOTAL

12,273.7 €100%

Turnover from activities eligible according to the taxonomy
but not environmentally sustainable (activities that do notconform the taxonomy) (A.2)
A. Turnover of eligible activities according to taxonomy(A.1+A.2)
B. ACTIVITIES NOT ELIGIBLE ACCORDING TO THE TAXONOMY*Last year it was 0% because no aligned figure was provided.

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ANNUAL REPORT 2023

Proportion of CapEx coming from products or services associated with economic activities that comply with the taxonomy corresponding to the year 2023:
Financial year 2023

2023

Criteria for absence of significant harm("DNSH”).

Substantial contribution criteria

Proportion of CapEx

Climate change mitigation

Adaptation to climatechangeWater and marine
resources

Circular Economy

Pollution

Biodiversity and ecosystems

Climate change mitigation

Circular Economy

Pollution

Biodiversity and ecosystems

Minimum guarantees

2.1%

S

N/EL

N/EL

N/EL

N/EL

N/EL

S

S

S

S

S

S

S

0%

19.6

2.1%

2.1%

0%

0%

0%

0%

0%

S

S

S

S

S

S

S

0%*

Of which: facilitating

19.6

100%

100%

0%

0%

0%

0%

0%

S

S

S

S

S

S

S

0%

Of which: transitional

0

0%

0%

S

S

S

S

S

S

S

0%

Water and marine
resources
Adaptation to climatechangeAbsolute CapEx

19.6

CapEx of environmentally sustainable activities (conforming to
the taxonomy) (A.1)

Codes

Proportion of
CapEx that
conforms to theyear 2022

Economic activities

Category
facilitating
activityF

Categorytransitional
activity

A. ELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
A.1. Environmentally sustainable activities (conforming the taxonomy)
Manufacturing of automotive and mobility components

CCM 3.18

F
T

A.2. Activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform to the taxonomy)
Manufacturing of automotive and mobility components

CCM 3.4

133.5

14.1%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

11.8%

Manufacturing of automotive and mobility components

CCM 3.18

25.0

2.6%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

0%

158.5

16.7%

16.7%

0%

0%

0%

0%

0%

11.8%

178.1

18.8%

18.8%

0%

0%

0%

0%

0%

11.8%

CapEx from non-eligible activities according to taxonomy (B)771.56 €

81.2%

TOTAL

949.67 €100%

CapEx from activities eligible according to the taxonomy but
not environmentally sustainable (activities that do notconform the taxonomy) (A.2)
A. CapEx of eligible activities according to taxonomy (A.1+A.2)
B. ACTIVITIES NOT ELIGIBLE ACCORDING TO THE TAXONOMY*Last year it was 0% because no aligned figure was provided.

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ANNUAL REPORT 2023

Proportion of OpEx coming from products or services associated with economic activities that comply with the taxonomy corresponding to the year 2023:
Financial year 2023

2023

Criteria for absence of significant harm("DNSH”).

Substantial contribution criteria

Proportion of OpEx

Climate change mitigation

Adaptation to climatechangeWater and marine
resources

Circular Economy

Pollution

Biodiversity and ecosystems

Climate change mitigation

Circular Economy

Pollution

Biodiversity and ecosystems

Minimum guarantees

0.1%

S

N/EL

N/EL

N/EL

N/EL

N/EL

S

S

S

S

S

S

S

0%

1.8

0.1%

0.1%

0%

0%

0%

0%

0%

S

S

S

S

S

S

S

0%*

Of which: facilitating

1.8

100%

100%

0%

0%

0%

0%

0%

S

S

S

S

S

S

S

0%

Of which: transitional

0

0%

0%

S

S

S

S

S

S

S

0%

Water and marine
resources
Adaptation to climatechangeAbsolute OpEx

1.8

Codes

Proportion of
OpEx that
conforms to theyear 2022

Economic activities

Category
facilitating
activityF

Categorytransitional
activity

A. ELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
A.1. Environmentally sustainable activities (conforming the taxonomy)
Manufacturing of automotive and mobility components

CCM 3.18

OpEx of environmentally sustainable activities (conforming to
the taxonomy) (A.1)

F
T

A.2. Activities eligible according to the taxonomy but not environmentally sustainable (activities that do not conform to the taxonomy)
Manufacturing of automotive and mobility components

CCM 3.4

27.9

2.0%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

2.0%

Manufacturing of automotive and mobility components

CCM 3.18

0.0

0.0%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

0%

27.9

2.0%

2.0%

0%

0%

0%

0%

0%

2.0%

29.7

2.1%

2.1%

0%

0%

0%

0%

0%

2.0%

OpEx from non-eligible activities according to taxonomy (B)1,400.74 €

97.9%

TOTAL

1,430.49 €100%

OpEx from activities eligible according to the taxonomy but
not environmentally sustainable (activities that do notconform the taxonomy) (A.2)
A. OpEx of eligible activities according to taxonomy (A.1+A.2)
B. ACTIVITIES NOT ELIGIBLE ACCORDING TO THE TAXONOMY*Last year it was 0% because no aligned figure was provided.

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INFORME ANUAL 2023

5.

SOCIAL DIMENSION

5.1. Talent
5.2. Health and Safety
5.3. Social Contribution

5.1.

TALENT

Talent management and development
Our employees are the cornerstone of our company. As such, we strive to provide them with thetraining and tools needed for their professional growth, focusing on upskilling and reskilling todevelop their talent regardless of age, gender, race or nationality.
The continuous growth and internationalisation of Gestamp has given rise to significant
challenges in terms of culture, organisation and human resource management. The constantadaptation of the organisational structure to the growing needs of the Group, as well as
workforce resizing, process standardisation, training in new technologies, talent management
and the fostering of the corporate culture have all played a key role for Gestamp.
The double materiality assessment that was performed identified several impacts, risks andopportunities linked to the material topic Company employees:
Type

Description+

Development of the technical skills of our employees through adaptedand continuous training
Safeguarding of rights in relation to freedom of association oralternative measures
Establishment of a robust due diligence process that allows for theprevention, mitigation and remedy of potential human rights
violations.

+
Impact+-Description

Fines, sanctions and strikes arising from breaches in relation to trade union activity
and employee association, affecting the company's image and reputation.
Reputational damage and administrative sanctions due to a lack of due diligence
regarding human rights in suppliers, subcontractors and company employees.

Attraction of specialist and qualified staff due to new talent attraction plans thatcover the company's new needs and safeguard its future development.

Opportunities

Increase in worker motivation due to policies and plans to boost motivation.
Improved reputation thanks to how the company's commitment to defending andrespecting human rights is received by stakeholders.

Key
Severity/Magnitude

Probability
N/A
N/A
N/A

Increase or zero reduction in the employee gender gap.

Operational difficulties and issues with project continuity due to low talentretention and high staff turnover.

Risks

Severity

Probability

Low

Low

MediumMediumMagnitude

Probability

ANNUAL REPORT 2023
High

High

N/A

Impact already exists (real), so the probability rating does
not apply.

To minimise the negative impacts and effects on the company and to maximise the positive
impacts and effects, the key aims of Gestamp's ESG targets are:Description
Technical training of key staff involved in newtechnologies and digitalisation.
Development programmes for leadership
positions.
ESG training for Gestamp employees (2023).
New female hires.
Development of the Global Equality, Diversity
and Inclusion plan.

People with disabilities.
2025 ESG Plan

2023 Results

2025 Objectives

100%

100% of key staff

1 program1 program for at least
30% of leadership
positions.

72.6%. In the coming
years, new offers are
expected to belaunched
27.5%
Various equality,
diversity and inclusion
actions have been
performed. See thesection Diversity andequal opportunities.
2.2%

1 new offer.
27%

Done

3%

With the aim of meeting these targets, the Human Resources Department oversees the
management of our organisational structures and people on a company-wide, divisional, regional
and production-centre level through the following actions: Planning, analysis and metrics: enabling decisions to be made regarding personnel
requirements and the most suitable profiles at any given time.
 Diversity and equal opportunities: fostering a shared culture within the company thatguarantees and promotes equal opportunities in a transparent manner.
 Remuneration and benefits: based on a shared management model for the entire Group thattakes into account the pay reality in the geographical areas where it operates, and thatrecognises the responsibilities assumed, rewarding both individual and group performanceand promoting non-discriminatory decision-making in this area.
 Labour relations: developed in accordance with labour legislation that applies to eachgeographical area and promoting ongoing and constructive dialogue with workers’ legal
representatives.
 Talent management: identifying and monitoring people talent with a view to promotion
and/or mobility within the organisation.
 Selection, training and development of the skills necessary for people to perform well in theirjobs and develop new skills in critical areas for business in the medium and long term, as wellas leadership skills to fill key positions in the future.

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ANNUAL REPORT 2023
 Occupational health and safety is integrated at all levels of the organisation, from day-to-day
tasks to company decisions, in order to ensure safe working conditions and facilities (formore information, see the section Occupational health and safety).
Gestamp has a range of policies and standards in place to ensure the correct management of its
staff, including:- The Code of Conduct.
- The Remuneration Policy- The Global Equality, Diversity and Inclusion Policy- The Global Hiring Policy- The Global Training and Development Policy

The Gestamp workforce
Workforce evolution and profile
On 31 December 2023, the global workforce was 44,262 company employees (3.7% more thanin 2022). This represents growth of 1.0% compared to 2019, when the company achieved organic
growth of 51.8% following three large business acquisitions in 2010 and 2011.

Workforce at 31 December each year shown in the above chart.

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ANNUAL REPORT 2023
Workforce profile
Continent

Total
Employees

Women

Men

Under 25s

Indefiniteterm
contract

Profession
al youthtraining

Asia
6,599
1,124
5,475
824
5,769
33
Eastern Europe
8,727
2,158
6,569
1,083
7,728
36
North America
7,658
2,044
5,614
945
7,363
12
South America
6,049
874
5,175
908
5,895
91
Western Europe
15,2292,572
12,657963
13,811
441
Total Gestamp
44,262
8,772
35,4904,723
40,566613
Workforce at 31 December each year shown in the above chart. Comparison with 2022, Annex (Table VIII)

Disability

At thecompany >10 years

24
151
17
283
477
952

1,460
1,575
815
1,728
8,536
14,114

Distribution of employees by country, gender and age
País

Nº of
employees
2022

Nº of
employees
2023

Men
2022

Women

< 36

36-55
2023

2022

2023

Over 55

2023

2022

2023

2022

2022

Alemania
3,883
3,986
3,506 3,578
Argentina
858
922
794
844
Brasil4,880
5,127
4,137 4,331
Bulgaria
187
204
136
147
China
4,901
5,288
3,992 4,259
Corea del Sur
184
171
177
166
Eslovaquia
397
433
241
266
España5,958
6,104
4,892 4,979
Estados Unidos
4,095
4,156
3,125 3,153
Francia
1,604
1,602
1,310 1,303
Hungría
474
497
329
342
India
868
1,007
837
944
Japón
89
107
74
92
Marruecos
316
277
275
243
México3,296
3,502
2,368 2,461
Polonia
1,196
1,181
896
896
Portugal
1,208
1,167
764
721
Reino Unido
1,832
1,844
1,637 1,629
República Checa
1,453
1,555
910
923
Rumania
462
794
252
439
Rusia
229
222
158
143
Suecia
241
249
203
204
Tailandia
10
112
2
Taiwán19
15
16
12Turquía
4,030
3,841
3,720 3,413
Total Gestamp
42,67044,262
34,751 35,490
Workforce at 31 December each year shown in the above table.

377
64
743
51
909
7
156
1,066
970
294
145
31
15
41
928
300
444
195
543
210
71
38
8
3
310
7,919

408
78
796
57
1,029
5
167
1,125
1,003
299
155
63
15
34
1,041
285
446
215
632
355
79
45
9
3
428
8,772

954
1,012 1,923 1,967 1,006 1,007
158
186
625
644
75
92
2,487 2,498 2,296 2,511
97
118
23
67
95
117
69
20
2,691 2,756 2,154 2,473
56
59
63
43
112
122
9
6
139
155
225
250
33
28
1,052 1,095 4,104 4,122 802
887
1,624 1,557 1,859 1,931 612
668
331
347
1,058 1,035 215
220
135
141
277
288
62
68
646
714
220
290
2
3
26
30
56
65
7
12
305
259
11
17
0
1
2,005 2,086 1,246 1,355
45
61
568
543
573
596
55
42
436
394
676
671
96
102
525
497
808
816
499
531
652
672
635
720
166
163
195
347
244
392
23
55
88
61
137
156
4
5
63
73
130
125
48
51
8
6
2
5
0
1
12
11
6
4
2,262 2,168 1,753 1,653
15
20
17,437 17,707 21,231 22,332 4,002 4,223

At the end of 2023, in addition to the Group's 44,262 own employees, a further 4,847 people
from temporary agencies worked for the Group and there were 657 subcontracted workers.
Classification by type of labour
Regarding different types of employment, the Group has set out the following major professional
categories: Direct labour: employees of production plants directly involved in the processing of raw
materials and components into intermediate or finished products.
 Indirect labour: employees of production plants whose job is to provide direct support tothe production process, thus ensuring that the process is not interrupted.
 Office staff: any office employee in production plants or service centres.
In the same proportions as in previous years, on 31 December 2023, 19,385 (44%) of the Group's
employees fell into the category of direct labour, 14,689 (33%) into the category of indirect labour
and the remaining 10,188 (23%) into the category of office staff.

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2023

ANNUAL REPORT 2023
Men
2022

Men

%

Women
2022

%

Total
2022

2023

%

Women
2023

%

Total
2023

Direct Labour

14,414

78%

4,060

22%

18,474

14,816

76%

4,569

24%

19,385

Indirect Labour

13,351

91%

1,275

9%

14,626

13,286

90%

1,403

10%

14,689

Office Staff

6,986

73%

2,584

27%

9,570

7,388

73%

2,800

27%

10,188

Total

34,751

81%

7,919

19%

42,67035,490

80%

8,772

20%

44,262

Classification by job category
Men
2022

Women 2022

Total 2022

Men
2023

Women
2023

Total 2023

Directors

312

52

364

301

46

347

Middle managers

952

221

1,173

956

254

1,210

All other employees

28,5696,811

35,38029,3607,344

36,704

Total
29,833
7,084
36,91730,617
7,644
Figures represent workforce at end of year. The table includes all companies that use SAP (87% of the total workforce).

38,261

Hiring the best talent
Talent attraction
To attract talent, Gestamp has launched a number of local and corporate initiatives. The
corporate training team has worked with educational institutions such as Comillas Pontifical
University, the University of Deusto and several professional training centres and business schools
to develop programmes that help meet the Group's needs in relation to highly specialised
profiles.
In response to business demand on both a corporate and global level, Gestamp continues
collaborating with the University of Deusto – giving classes on the Master's in Automotive Designand Manufacturing course – and Comillas Pontifical University, with its Chair for Connected
Industry.
In 2023, the corporate selection team has mainly worked on the 3 following talent attraction
initiatives:
1) Firstly, in collaboration with the corporate communication team, the selection team hassponsored Formula Student teams from the University of the Basque Country, Comillas
Pontifical University in Madrid, the Technical University of Catalonia, Carlos III University in
Madrid and Poznan University of Technology in Poland.
As part of this sponsorship, as well as providing financial support for each team to help themmeet the financial and/or functional costs of their project activities, Gestamp has appointed
a technical adviser from the Group as a mentor to guide and support each team through thevehicle design and manufacturing process. This has meant that the different teams can get
to know Gestamp, learn about our technologies, products and processes and be supported
by our R&D, I4.0 and Advanced Engineering areas.
2) Secondly, the corporate selection team, in collaboration with the internal communicationand culture team, has worked on the launch of monthly newsletters. These newslettersfeature the job vacancies published on the internal portal Gestamp Jobs with the aim ofboosting talent attraction and internal mobility. The newsletters have different themes and103© Gestamp 2023

ANNUAL REPORT 2023
mainly focus on vacancies within a specific department or geographical area with a highvolume of recruitment, such as the USA.
3) Thirdly, in collaboration with the ICEX Vives grants, a global talent attraction and recruitment
programme has been launched under which Gestamp has hired 50 recent graduates to workin production engineering, industrial engineering, processes, quality, logistics, control, etc.
in various plants across Europe, the UK and the USA. Under this programme, 50 young
people have started their professional career at Gestamp with a 12-month ICEX grant andsubsequent commitment to remain at a foreign plant for a total of 2 years. As a briefsummary, the number of positions offered per country were as follows:-

Germany: 6 positions
Hungary: 2 positions
France: 8 positions
Bulgaria: 4 positions
UK: 7 positions
USA: 23 positions

Recruitment and selection
After the design and roll-out of the Corporate Selection Policy in 2022, 2023 saw the launch ofreinforcement sessions and a weekly audit on the regions focusing on the onboarding process.
The aim of the audit is to measure the extent to which this process is being fulfilled in accordancewith the Corporate Selection Policy.
We also began to incorporate the CID perimeter in the Recruiting and Onboarding modules of
the global selection tool (SAP SSFF) that was introduced in 2022. This perimeter could not becreated and incorporated in 2022 because the corresponding taxonomy module was not finished.
Lastly, to measure the level of implementation of the global selection tool (SAP SSFF), a monthly
audit was launched to audit the total number of hires performed each month in the tool following
the procedure set out in the Corporate Selection Policy. Currently, the level of hires performed inaccordance with the corporate procedure stands at 70%.
As an additional initiative linked to this point, in 2023, corporate selection KPIs were defined andautomated, a structured control panel was developed and a global governance model was
launched.
The aim of this control panel is to help our HR teams to quickly understand the status of theselection processes within their scope, providing them with a top-level overview of the key
performance indicators (KPIs). Below follows a brief summary of the defined indicators:-

Turnover of people who have been with the company for a maximum of 6 months-

Time taken to cover the vacancy-

Internal movements vs external hires-

Diversity of new hires in leadership positions-

Level of SAP SSFF implementation

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ANNUAL REPORT 2023

Talent development and training
People's talent and ability to work in a team are an essential asset for Gestamp's success. As such,
personal and professional development is nurtured through a training model with the following
key aims:
To ensure that all professionals have the skills needed to excel in their current or futureroles, boosting their employability.



To reflect the business priorities of Gestamp at all times.

To plan the development of those who will hold key positions for the Group's activity inthe immediate future.

Talent development
The process of developing and retaining talent is essential for the Group to have the best
professionals and ensure the success of its strategy.
The company's growth in new markets and geographical areas has meant developing andproviding career opportunities for employees in the organisation both in and away from theirplace of origin.
In addition, Gestamp has created a talent pool of highly trained professionals, leading to anincrease in the internal promotion rate in 2023, rising to 93% in the case of division directors andcountry managers. In the case of plant managers, the internal promotion rate is 76%. This figure
is somewhat lower due to the emergence of new markets where local hiring is more advisable. If
we look at mature areas, such as Spain, France and Portugal, the internal vs external promotion
rate jumps to 84.2%.
In 2023, as part of the Atenea Transformation Plan, Gestamp continued to work on strengthening
the talent management programme on a uniform basis across all regions. Thus, the Group's
talent is identified by a combination of two variables: employee performance and potential. In
order to do this, an assessment process is carried out for a large section of the organisation, theresults of which are reviewed on a yearly basis by the heads of each organisation and their Human
Resources teams.
In 2023, this was launched for all employees classed as office staff, with a success rate of 97%. In
this regard, all managers and HR teams have been trained to guarantee full understanding andproper implementation of the initiative.

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ANNUAL REPORT 2023
Performance appraisal
At Gestamp, work has been done to shift the performance system towards a waterfall goal-setting
meritocratic method that uses strategic priorities to link employee performance to theachievement of the Group's strategic objectives.
This system increases transparency, gives employees a clearer idea of what is expected of themand allows them to focus their work on achieving said objectives. As part of this system, theperformance appraisal consists of a series of individual goals set at the start of the year by the
manager of each employee based on the priorities set by the Group, a personal improvement
goal and a series of leadership skills that will vary depending on the individual's role within theorganisation. At the end of the year, each manager evaluates each goal and each skill, producing
a final performance rating. Meetings are then held with the area managers to review and confirm
the results of the appraisals and to draw up action plans where necessary.
To reward our employee's hard work, motivate them and align our interests, the evaluation of
the individual goals set at the start of the year by the manager of each employee will be reflected
in a percentage of the employee's annual variable remuneration, which consists of the following
elements and relative weightings:
Financial goals, with a relative weighting of 50%Strategic goals, with a relative weighting of 25%, including ESG goals



Individual goals, with a relative weighting of 25%

To make sure that these goals are achieved, feedback is used by managers as a key management
tool. As such, in 2023, we launched a communication and training campaign to develop a cultureof feedback and achieved 92% participation across all managers in the organisation.
Group-wide training
In 2023, Gestamp carried out a total of 1,226,762 hours of training. The number of employees
who participated in training activities was 323,060 and the average number of training hours per
employee was 28.
Average training hours

2021

2022

2023

Total number of training hours

1,094,712

1,146,150.5

1,226,762

Average direct workforce

40,494

41,61643,893

Average hours of training per employee

27

27.5

28

Fostering a culture of learning
After designing and launching the Corporate Training and Development Policy in 2022, several
initiatives were carried out in 2023 to strengthen a culture of learning, knowledge sharing andcollaboration among employees and the implementation of practices and tools that promotelearning and continuous improvement.

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Online learning campus update
To continue promoting learning at Gestamp,in March 2023, we rolled out the new
Gestamp Global Learning platform across theentire organisation. The aims of this update to
our learning platform were to improve user
experience, offer new programmes that arealigned with our global objectives and quality
standards and to ensure that all Gestamp staff
have access to a broad range of training
programmes at any time and from any
location.
In line with this idea of "Anytime & Anywhere",a mobile app was created so that all users,
regardless of their role at the organisation, canaccess the training programmes. Through thismobile app, we can break down the barriers to training faced by some users who do not haveaccess to a computer or the internet as the app allows for offline training.
Integration of LinkedIn Learning training content
To further boost learning and development opportunities for Gestamp staff, in April 2023, theLinkedIn Learning training catalogue was added to our online learning platform. This catalogue
includes over 16,000 courses in 13 different languages and is accessible from any device.
The content is applicable across a range of areas, in addition to specific Gestamp content, and it
is delivered by leading experts in current areas of interest. In addition, the content consists ofvideos that are under 5 minutes long, offering the flexibility to continue learning "in the flow ofwork".
In 2023, a total of 1,500 licences were purchased.

New Technologies Knowledge Transfer Model
The New Technologies Knowledge Transfer Model aims to close the current knowledge gap
between the Innovation and Industry 4.0 teams and the plants. Cross-cutting knowledge aside,
our priority is the processes and technologies that help us stand out on the market and that will
help meet future business needs.
Thanks to this model, our staff can find what they need at any time and can reach out to experts
in any area of knowledge within Gestamp.
To implement this transfer of knowledge, the Technological Knowledge Transfer Committee wascreated with business representatives and facilitated by the training and development team. The
key actions of this committee are:107
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To identify critical knowledge for Gestamp
To design knowledge transfer initiatives
To create a knowledge map for the GroupTo ensure access to the resources needed to implement the initiatives
To measure the impact of knowledge transfer initiatives

In-plant employee training
Employees are mainly trained in the workplace, which is a highly practical approach as it
guarantees they develop knowledge of the Group’s industrial processes and allows them toconstantly adapt to technological innovation and customer requirements in areas such as safety,
weight reduction and sustainable transport.
During the 2023 financial year, Gestamp’s plants continued to focus on staff training anddevelopment, delivering a total of 1,200,795 hours of training. A total of 304,651 employees took
part in this training, with each employee completing an average of 27.4 hours of in-plant training.
Training in plants:

OS: Office staff
IL: Indirect labour
DL: Direct labour108© Gestamp 2023

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Global programmes
In addition to the training reflected in these figures, we also ran global training programmes led
by the Corporate Training and Development team, amounting to a total of 25,967 hours of
training with 22,842 participants.
Some of the highlights of the global training programmes are:
GES-Gigastamping® training
As on other occasions, thanks to the continued collaboration between the training team and the
Office of Technology and Innovation (TIO, Spanish acronym), we identified the need for aninternal training workshop on hot stamping for extreme size parts: GES-Gigastamping®.
The workshop focused on product design, simulation and dies. It covered the entire stamping
process and closed with Gestamp Mason's experience of manufacturing these parts.
Another key element was the opportunity for participants to expand their network of contacts
within the Group and to identify experts in different fields. Given the size of the Group and therange of locations, this aspect is essential for sharing experiences and improving practices.

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By the end of 2023, the Gestamp Technology Institute, Gestamp Group's training centre of
excellence, saw over 120 people complete this exciting training workshop.
Intensive training in aluminium hot stamping
Given the new weight-reduction requirements for electric vehicles, the automotive sector has
seen a notable rise in the use of aluminium.
The aim of intensive training in aluminium hot stamping is
to establish a solid foundation in this emerging field and tobuild on this knowledge of high-strength aluminium hot
stamping.
As such, in 2023, we launched the first of these training
sessions for our R&D teams who are responsible for thedevelopment of this technology at Gestamp.
Backend developers for Industry 4.0
Given the scarcity and importance of certain professional profiles on the labour market and theneed to strengthen our team of backend developers, we have created a talent attraction anddevelopment programme for young professionals from technical training programmes (grados
superiores) in information technology, with the aim of recruiting them into the Group.
The content of this programme was designed by experts from the Industry 4.0 team in responseto the current and future needs of their department. The programme has spanned a total of 265
hours.
It has been delivered by an external provider and monitored at all times by internal staff. It has
also included regular progress meetings with the students.
Ten people started the programme, of which eight have already joined Gestamp and are working
on projects in Madrid and Boroa.
Training on the Global Equality, Diversity and Inclusion Policy
At Gestamp, we are deeply committed to creating a safe working environment that ensures equal
access to professional and personal development for all. As such, our Global Equality, Diversity
and Inclusion Policy sets out a series of rules and regulations in line with the relevant legislation
in force, ethical standards and social responsibility.
To ensure that all staff are aware of the Global Equality, Diversity and Inclusion Policy, we havedesigned online training available in the 16 languages used in the Group. This training iscompulsory for all existing staff or newly hired staff since November 2023. It provides anunderstanding of the pillars of the Global Equality, Diversity and Inclusion Policy and the protocols
to be followed in the event of any form of harassment in the workplace.

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This new training represents yet another step towards guaranteeing that Gestamp's equality
principles are respected and followed in each and every initiative, action and workplace
behaviour.
Leadership and management development
With a view to guaranteeing the future of the company, 2023 saw the second edition of the Plant
Director Development Programme. This programme aims to ensure that our plant directors havethe right level of skills, a global culture and a shared leadership approach.
It has been adapted specifically to our needs and developed by Gestamp in collaboration with the
Hult Ashridge business school. Feedback from participants in the first edition of the programme
informed the design of this second edition to create a highly refined programme.
The learning plan started in May 2023 with 27 participants and will finish in March 2024.

On the other hand, in October 2023, we launched the first edition of the "Leadership
Development Programme". The aim of this programme is to develop and promote a solid
foundation in leadership and to strengthen the skills of Gestamp professionals, equipping themto take on more senior roles in the future.
This programme, developed by Gestamp in collaboration with the Hult Ashridge business school,
focuses on the development of key leadership skills, promotion of strategic thinking and111© Gestamp 2023

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enhancement of interpersonal skills, training leaders who can excel in complex businessenvironments.
A total of 96 participants with different profiles and from 14 different countries were selected
take part in this first edition of the programme, which will run until June 2024.
In terms of our commitment to developing female talent, as in previous years, we took part in the
Promociona executive development programme run by the Spanish Confederation of Business
Organisations (CEOE).
Lastly, the 2023 training programme for members of the Board of Directors was aligned with thecompany's strategic objectives and structured around ESG, electric vehicles, cybersecurity andthe Criminal Risk Prevention Plan. It consisted of 5 online sessions with e-learning content that
could be accessed through the Gestamp Global Learning online campus.

Employee wellbeing
Benefits
Gestamp is committed to investing in social benefits that improve the quality of life of its
employees and their families, with a focus on health and wellbeing resources. While thesebenefits are managed locally and will vary depending on the country where the employee works,
the company is working on a proposal to ensure access to a minimum level of benefits in all
countries, thereby improving the Group's employee value proposition.
Gestamp is constantly looking for ways to continue offering programmes that are adapted to the
local conditions in each country, raising up its employees to empower them and support themaccording to their different needs.
In 2023, we organised initiatives that focused on our employees' physical and emotional
wellbeing, supporting the different cultures and customs in each country. These initiatives took
place in a range of different locations, always in line with local customs, and included sports
activities, family days, volunteering, mental health awareness activities and cultural activities. All
these activities shared the common goal of promoting healthy lifestyles, teamwork andcommitment. In addition, various employee benefit programmes were implemented in a rangeof countries, considering the specific needs of each group and market. These benefits included a
flexible remuneration plan, physiotherapy, annual health checks, employee assistanceprogrammes, discount packages for savings on day-to-day expenses, etc.

112
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The percentages of Gestamp Group employees with access to some of the main benefits arepresented below:
Benefit% of employees with accessto the benefit

Health insurance

72%

Life insurance

74%

Pension plan/Savings plan

56%

Wellbeing benefits

68%

The employee value proposition will continue to be a central theme in Gestamp's 2024 benefits
strategy, seeking to enhance the employee experience and our commitment to sustainability, andaiming to have a positive impact on employees across the entire Group.
International mobility
Gestamp employs highly qualified individuals who have the option to move country for a periodof time in order to meet the specific needs of certain locations. In many cases, such mobility gives
them the chance to lead new projects, like setting up a new plant or implementing newtechnologies or processes. This capacity to move talent provides flexibility and agility when
executing projects.
There are two types of groups:-

Personnel with short-term assignments: professionals who move for periods of 3 to 12
months.

-

Personnel with long-term assignments: professionals who, due to the particular
circumstances of the project and the country, move for periods of 1 to 5 years (maximum)
and, in most cases, with their families.

Once the ultimate goal has been achieved, these employees return to their original work centres,
leaving the project in the hands of local employees, who take with full or near-full responsibility
for its management.
We have a Corporate Policy that aims to establish, order, define and oversee the regulations andguidelines that govern employee expatriation within the Group, regardless of the country oforigin and/or destination country.
In 2023, we had a total of 67 expatriate employees working abroad for over a year, providing
international support.

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Personnel with long-term transfers per country of origin and destination
Country
BrazilOrigin1

Bulgaria
China
FranceGermany
Hungary
India
MoroccoMexicoPolandRussiaSlovakia
Spain
SwedenUnited Kingdom
Turkey
USA
Total

2
4

2
1
50
1
4
2
67

Destination
1
4

14
2
4
1
2
2
6
5
2
3

1
2
18
67

Flexibility and work-life balance measures
Given the nature of the business, at Gestamp’s production plants, groups classified as Direct andIndirect Labour have to work in shifts. However, Gestamp promotes shift rotation with the aim offacilitating the adjustment of working hours to workers’ specific needs.
For office-based workers in many regions, remote work measures have continued to be
employed, in addition to other measures that promote flexibility and a good work-life balance,such as flexible working hours.
In 2023, 109 of Gestamp’s work centres (103 in 2022) implemented measures related to
improving the work-life balance.
Collective bargaining agreements and freedom of association
At Gestamp, labour relations are managed in accordance with union and labour legislation thatapplies to each geographical area. With union representation in each production plant, all aspects
relating to union, labour and employee contractual relations are negotiated.
66% of employees are protected by a collective agreement.
In 2023, 66% of employees were covered by a collective bargaining agreement (67% in 2022).
There are specific Occupational Health and Safety Committees in most production plants. In 2022,
93% of plants had employee consultation and participation mechanisms in place relating to
occupational risk prevention (3% less than in 2022 since Turkey is not excluded).
In certain geographical areas, where required due to historical, cultural or legal obligations, wehave inter-centre committees that complement the in-plant negotiating framework.

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Country

Total
DirectEmployees
2022

Germany
Argentina
BrazilBulgaria
South Korea
Slovakia
Spain
USA
FranceHungary
India
Japan
MoroccoMexicoPolandPortugal
United Kingdom
Czech Republic
People’s Republic of China
Romania
RussiaSwedenThailandTaiwanTurkeyTotal Gestamp

3,883
858
4,880
187
184
397
5,958
4,095
1,604
474
868
89
316
3,296
1,196
1,208
1,832
1,453
4,901
462
229
241
10
19
4,030
42,670100% Scope of the consolidation perimeter.

Total
Employees
CoveredbyAgreement
2022

3,828
858
4,880
187
144
277
5,803
103
1,604
0
446
83
0
1,999
1,196
648
1,202
0
758
462
0
241
0
0
4,030
28,749%
Employees
Covered2022

Total
DirectEmployees
2023

99%
100%
100%
100%
78%
70%
97%
3%
100%
0%
51%
93%
0%
61%
100%
54%
66%
0%
15%
100%
0%
100%
0%
0%
100%
67%

3,914
922
5,127
204
171
433
6,104
4,179
1,602
497
1,007
107
277
3,551
1,181
1,167
1,844
1,555
5,288
794
222
249
11
15
3,841
44,262

Total
Employees
CoveredbyAgreement
2023

3,827
922
5,127
204
128
306
5,891
102
1,593
0
256
74
0
1,651
1,181
657
1,791
0
701
794
0
249
0
0
3,841
29,295%
Employees
Covered
2023

98%
100%
100%
100%
75%
71%
97%
2%
99%
0%
25%
69%
0%
46%
100%
56%
97%
0%
13%
100%
0%
100%
0%
0%
100%
66%

The company has a European Committee that represents all of the countries in its scope, and itorganises working groups tasked with combating issues relating to sustainability and risk
prevention.
Gestamp places special emphasis on issues that are essential to the Group: respect for union andlabour legislation, non-discrimination policies, compliance with the Code of Conduct,
occupational health and safety, and training and development in key areas to ensure the correct
implementation of the business strategy, which always follows the framework for fundamental
rights at work set out in the International Labour Organization (ILO)’s agreements.
Communication with employees and their representatives is fundamental for Gestamp as itallows open, trusting relationships to be built.
The Group facilitates channels for two-way communication in order to provide employees with
important information and gain a better understanding of their real concerns and worries.

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Each centre has its own formal channels for communication between the company and its
employees. The most common channels are the local and corporate intranet, the internal
newsletter, the satisfaction and organisational climate survey, the suggestion box and theinformation channels.
Employees also have access to established communication channels at the Compliance Officethrough which they can report or submit queries regarding the Code of Conduct. The Group hasa corporate intranet that provides information on the most significant matters relating to theorganisation on a corporate, divisional, plant and individual level.
Organisational climate survey
During 2023, a total of 171 management companies of the Gestamp Group have carried out
climate surveys aimed at their staff. These surveys were aimed at a total of 43,674 employees,
which corresponds to 98.67% of the total Group workforce at the end of the year. The average
number of employees satisfied with the Organization has been 79.14%.
To reach this figure, the results were standardised to come up with a global satisfaction score given that each work
centre conducted a specific survey for its workforce.

Absenteeism
The absenteeism rate at Gestamp is stable and has improved compared with the previous year,
standing at 4.4%. The total number of absenteeism hours in 2023 was 3,477,290, representing
an average of 6.6 absenteeism hours per month per employee. These absenteeism hours include
absences due to common illness (67.3%), work-related accidents and illnesses (15.9%), accidents
on the way to/from work (0.4%) and absences without a valid reason (10.8%).
Total hours of absence by region

2022
RegionAsia

Scheduled hours
of work
10,354,256

Abs. Hours

2023
Abs. (%)

Scheduled hours
of work

Abs. Hours

Abs.
(%)

203,245

1.7%

11,756,552

213,730

1.8%

Eastern Europe

15,510,333

847,593

5.2%

16,295,826

764,363

4.7%

North America

15,087,148

394,158

2.5%

15,609,455

337,208

2.2%

South America
WesternEurope10,138,615

449,072

4.1%

11,076,622

387,964

3.5%

23,848,092

1,843,017

7.6%

24,274,585

1,774,024

7.3%

Total Gestamp

74,938,444

3,737,085

5.0%

79,013,041

3,477,290

4.4%*The absenteeism rate is the ratio of total absenteeism hours in the Group compared to the total scheduled hours of work.

See Total Hours of Absence by Country in Annex.

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TABLES AND ADDITIONAL INFORMATION IN ANNEXES
Information linked to the Chapter 5.1. Talent, which can be found in the ANNEXES section.









(I) Distribution of employees by contract type and country(II) Average number of employees by contract type and type of labour(III) Average number of employees by contract type, age and gender(IV) Turnover rate (total and voluntary) and number of leaves by gender, age and region(V) Hirings by gender, age and country(VI) Layoffs by gender, age and professional category(VII) Total hours worked and absenteeism hours by country(VIII) Workforce profile 2023

Remuneration
Gestamp, in line with its equal opportunities principle enshrined in its Code of Conduct, promotes
gender equality in access to employment, in the promotion of professionals and in equal pay.
Remuneration is based on levels of responsibility, external competitiveness and professional
career path, avoiding differences between men and women other than the merits achieved in
the performance of their work.
Average remuneration
Average remuneration is the average compensation received by all members of the eligible
collective, which takes into account all money received: fixed salary and annual variable pay,
extrapolated to full-time hours. In addition, the amounts have been converted to euros using the
average exchange rate for 2023. By including the exchange rate variable, the differences between
remuneration may be due to macroeconomic variables that are not linked to the Gestamp
remuneration policy.
This calculation method is the same as the method used for the past two years and therefore thedata is comparable.

Average remuneration by professional category broken down by gender in 2023 for thewhole Group
Just as in 2022, to calculate the average remuneration for 2023, we have chosen to calculate itby category. This allows us to obtain uniform collectives from a responsibility point of view, an
aspect which is directly linked to our employees’ remuneration.

Men

2023
Women

Total

Men

2022
Women

Total

Directors (1)177,972

144,648

173,565

166,985

119,232

160,185

Middle managers (2)79,52974,80778,52973,027

67,91072,043All other employees

26,79622,54025,94325,206

21,461

24,486

Total

29,795

24,95528,82627,982

23,52327,126

Average remuneration data includes theoretical total annual wages. Scope: 85.9% of the workforce (97.1% excluding joint ventures).
The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due tothe distribution per country and their different local markets, cost of living and exchange rate.

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Average remuneration by professional category broken down by gender in 2023 forSpain
The following section details the average salary for employees based in Spain, the country where
the Group is most active.
This analysis eliminates variables from the previous section that affected the outcome, such as
the cost-of-living differential, differences in local markets and currency fluctuation.
2023

2022

Men

Women

Total

Men

Women

Total

Directors (1)187,094

154,371

181,361

177,740

132,203

168,894

Middle managers (2)73,98273,50273,851

67,22568,06267,445All other employees

35,53435,94035,60833,67433,442

33,633

Total

40,92841,43941,02338,64838,59338,638Average remuneration data includes theoretical total annual wages. Scope: Spain

Average remuneration by age
Whole GroupThe following shows the average remuneration by age in 2023.
As in 2022, three broad groups have been established in line with the other reports referred toin this document.
< 34

36-55

> 55

Total

2023

20,46831,71942,527

28,8262022

18,91530,30840,83527,126

Average remuneration data includes theoretical total annual wages. Scope: 85.9% of the workforce (97.1% excluding joint ventures).
The year-end exchange rate has been applied to compare wages. The differences between male and female remuneration are due tothe distribution per country and their different local markets, cost of living and exchange rate.

Average remuneration by age
Spain

The following section details the average salary, broken down by age, for employees based in
Spain, the country where the Group is most active.
This analysis eliminates variables from the previous section that affected the outcome, such as
the cost-of-living differential, differences in local markets and currency fluctuation.

2023

< 34

36-55

> 55

Total

33.97340.96149.09641.0232022
32.18938.70546.07138.638Average remuneration data includes theoretical total annual wages. Scope: Spain

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Gender pay gap
The gender pay gap is the clearest indicator in terms of methodology when analysing thedifference in salary between men and women. It is calculated by taking the average remunerationof each country (including fixed salary and variable remuneration, extrapolated to full-time hours
and for the whole year). The calculation per country takes into consideration the relative size ofeach country by dividing it among all eligible employees. This allows us to achieve a reliable global
indicator of the difference in salary between men and women.

Gender Pay Gap

2023

2022

2021

7,90%

6,60%

7,83%

The result of the salary gap calculation is 7.9% for total remuneration (fixed remuneration +variable remuneration).
The same calculation method was used in financial year 2022.
The 2022 salary gap calculation is based on the great effort made by the company inimplementing its own unique global professional classification system, named Gestamp Group
Grading System (G3S). The system was fully introduced by the end of 2022, reaching a maximum
level of classification detail. In 2023, classification audits were performed to ensure the quality ofthe data and reflection of the organisational changes in the classification system. The work
performed in 2022 and the revisions in 2023 have given us an up-to-date, robust and reliabledatabase for comparing positions with the same level of remuneration.
The analyses were based on the active workforces at 31 December 2023 in 21 countries(Argentina, Germany, Brazil, China, South Korea, Slovakia, Spain, USA, France, Hungary, India,
Italy, Japan, Mexico, Poland, Portugal, Czechia, Russia, Sweden, Taiwan and the UK). In 2023,
Russia was added to the analysis, while it was excluded in 2022 given the geopolitical situation.
As a result, the scope covers 97.1% of the Gestamp workforce (excluding joint ventures) and a
total of 38,001 employees. In 2022, the scope covered 36,468 employees. Joint ventures were
excluded from the calculation because Gestamp is not responsible for managing theirremuneration.
Following the methodology used in 2022, the analysis does not include interns, expatriate
workers, cases of long-term leave, partial retirement and companies that do not use the SAP HCM
system. These exclusions make up the difference between 97.1% of the Gestamp workforce and100% of the Gestamp workforce.
The gender pay gap calculation is made using the theoretical annual remuneration, extrapolated
to full-time hours. This information is automatically extracted from the SAP HCM system. To
reaffirm the quality of the data and review of eligible employees, all information has beenvalidated with the local HR teams. The automated extraction of the entire database was possible
thanks to efforts to improve data quality in recent years. These improvements include theinterconnection between payroll systems and the definition of salary additions across the Group.
The method, aligned with the method used in 2022, compares employees in positions with thesame level of remuneration according to the Gestamp classification system (G3S). The levels of

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remuneration are used to define the salary bands. This allows the policy to be linked to objective
criteria and guarantees there is no discrimination of any kind.
The following table shows the workforce broken down by gender for the past three years. If wecompare this year with the previous year, there is a clear improvement in the number of women,
rising from 19.20% of total employees in 2022 to 20.18% in 2023.
In terms of women holding positions of responsibility, according to the Gestamp Global Grading
System (G3S) methodology, 13.66% of management and 21.46% of medium-level positions areheld by women. In the case of middle management, there has been a significant increase in thepresence of women, rising from 18.80% in 2022 to 21.46% in 2023, surpassing the total
percentages of women in the organisation.
Women

Men

Professional Classification

2023

2022

2021

2023

2022

2021

Directors (1)13,66%

14,30%

15,30%

86,34%

85,70%

84,70%

Middle managers (2)21,46%

18,80%

20,40%

78,54%

81,20%

79,60%All other employees

20,20%

19,30%

18,60%

79,80%

80,70%

81,40%

Total

20,18%

19,20%

18,60%

79,82%

80,80%

81,40%

Scope: Gestamp workforce, excluding joint ventures.

Diversity and equal opportunities

Gestamp promotes diversity, recognising it as a key competitive advantage for its business, while
it gives priority to equity and inclusion in its people management model. Gestamp respects therights of equality and non-discrimination on the grounds of gender, sexual orientation, social
origin, ethnic origin, age, disability and religion, among others. This is provided for in thecompany’s Code of Conduct and the sixth goal of the UN Global Compact, which the Group hascomplied with since 2008.
In 2023, Gestamp approved an Equality, Diversity and Inclusion Policy that promotes equal
opportunities, non-discrimination, diversity and inclusion of all Gestamp Group employees, inaccordance with the legislation in force in each country and following international goodpractices. This includes the provisions of the Sustainable Development Goals (SDG) approved by
the UN, specifically SDG 5: Gender Equality and SDG 10: Reduced Inequalities.
In 2024, as part of the Strategic ESG Plan, we are planning to create a Global Equality, Diversity
and Inclusion plan for the whole Group. With this plan, we aim to perform a deeper analysis ofdiversity across the different geographical regions and to strengthen the areas of action for
specific groups.
Gender diversity
In 2023, Gestamp has worked on the geographical expansion of its gender equality policies
through the following actions:
I.Approval of the Global Equality, Diversity and Inclusion Policy, the aim of which is tocreate a positive environment that facilitates and promotes equal opportunities,
non-discrimination, diversity and inclusion of all Group employees.



Implementation of the Equality Plan at the Gestamp management companies. Each planis aligned with Group and legislative criteria and is managed and implemented on a local
level. Similarly, the Corporate team has worked on communication campaigns, training
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ANNUAL REPORT 2023
on the Equality Policy and the sexual harassment prevention protocol, among otheractions, to support implementation on a local level.
At Gestamp, women represent 20% of the Group's total workforce.
The automotive industry clearly has plenty of work to do to reach gender parity, due in part tothe traditional masculinisation of the sector and the continued underrepresentation of womenin STEM careers (science, technology, engineering and maths).
Gestamp strives to increase the proportion of women in its workforce. This effort is reflected in
the percentage of female recruits, which grew from 22% in 2018 to almost 27.5% in 2023. Thisshows a positive trend, thanks in large part to the measures included in the Equality Plans at
Group level and the awareness of the Group's HR teams.
In terms of women holding positions of responsibility, 13.3% of management and 21.0% of
medium-level positions are held by women. In the average remuneration analysis, we havechosen to group by category rather than by type of labour as this allows for a better reflection of
the pay reality by creating homogeneous groups in terms of responsibility, which is reflected inremuneration.
It’s not always easy to find women in selection processes for certain common positions in theautomotive sector, such as die-makers, welders and maintenance specialists. Even so, at somework centres, there is almost an equal ratio of women to men.
RegionFemaleMale

Total 2022

FemaleMale

Total 2023

Asia

467

2,555

3,022

420

1,762

2,182

Eastern Europe

267

535

802

337

526

863

North America

1,591

3,117

4,708

1,336

2,737

4,073

South America

262

1,298

1,560

225

1,138

1,363

Western Europe

569

1,699

2,268

618

1,575

2,193

Total Gestamp

3,156

9,204

12,360

2,936

7,738

10,674

%

25.5%

74.5%

100.0%

27.5%

72.5%

100.0%In 2023, 27.5% of new hires were women, which is 7.5 percentage points higher than thepercentage of women on staff (20%)

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Best Practices
Gestamp participates in the 4th Target Gender Equality accelerator programme.
The Target Gender Equality accelerator programme, organised by the UN Global Compact, provides
companies with support in defining and reaching ambitious business objectives in order to promote genderequality. This initiative is run in collaboration with the Global Compact Local Networks and helps
companies set targets and develop capacity-building actions to increase women's representation andleadership.

IBEX® Gender Equality Index
This is the first year that Gestamp has been part of this Spanish stock exchange and market (BME) index,
complying with the compulsory gender equality requirements: To be part of the index, companies musthave between 25% and 75% female presence on their Board of Directors and between 15% and 85% insenior management positions.
Best Practice in Fostering Female Talent in India.
In its plants in India, Gestamp has started the ‘Gender Equality Vision 2020-2025’ programme with the aimof reaching a 20% female workforce by 2025. In the context of an inclusive workplace, this plan has beencreated to guarantee the recruitment, training and development of female professionals, implementing
policies to ensure a workplace that is safer and has the utmost respect for female talent.

Cultural and geographical diversity
Gestamp sees its heterogeneous workforce as an opportunity for the Group to find better
solutions to the current global challenges.
Geographical and cultural diversity is one of the distinctive features of the Gestamp workforce:
Over 40,000 professionals with 95 different nationalities work across 24 countries. In eachcountry where the company operates, there is an average of 13 nationalities at each geographical122© Gestamp 2023

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location, while the countries with the greatest cultural and geographical diversity are: Germany,
Spain, the UK and France, with 46, 42, 32 and 27 different nationalities in each workforce,
respectively.
This geographical diversity is incredibly enriching for Gestamp, a company that is committed tohiring local talent as a key source of creativity and innovation. In addition, this helps develop an
increasingly more inclusive Group in terms of country of birth, culture, race and sex. Gestamp
works to find points of cooperation between people from different cultures and to make thejoint project and shared identity their own.
Nationalities of Gestamp employees
7.000
6.000

6.094
5.210 5.190

5.000

4.022
3.564 3.542

4.000
3.000

1.717
1.454
1.216
1.116

2.000
1.000

996 960 935

387 359 252

0

168 131 124 107

Nationalities of Gestamp senior managers
180
160

156

140
120
100
80

9

8

8

4

4

3

3

2

2

1

1

1

1

1

Argentinian

Russian

Portuguese

Japanese

SwedishCzech

KoreanSlovakianCanadian

ColombianTunisian

PolishEritrean

MexicanFrench16 15 12
AmericanBritishBrazilian

Chinese0

Spanish20

26 21 21

German32

40

Indian60

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Generational diversity
Gestamp’s inclusive nature is also shown in its inclusion of people of different ages: 40% of
employees are under the age of 35, 50% are aged between 36 and 55 and 10% are over 55. This
interaction between different generations is very enriching for Gestamp because it encourages
innovation in problem solving, as each generation brings a different perspective.
See Annexes:

Average number of employees by contract type, age and gender

Functional diversity
Gestamp Group companies directly hire people with disabilities to their workforce to facilitate
their entry to the job market, and they also outsource products and services to special
employment centres.
The number of employees with a disability across the entire Group in 2023 was 952 (941 in 2022),
representing 2.2% of the Group's workforce, with 206 people with disabilities hired via goods andservices.
For adaptations or the construction of new facilities, Gestamp hires local engineers that prepare
the projects in accordance with local regulations, complying with all accessibility requirements.
Furthermore, in order to make information more accessible, the Gestamp website meets all Level
A criteria established by the World Wide Web Consortium (W3C)’s Web Accessibility
Initiative (WAI).

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5.2 Health and Safety
Occupational Health and Safety is a priority for Gestamp, which has a firm commitment toensuring a safe and healthy work environment in all areas.
As a result of the double materiality analysis, several Impacts, Risks and Opportunities related tothe material topic of Occupational Health and Safety have been identified:

ImpactType

Description+

Reduced number of workplace accidents resulting in absence fromwork, following the introduction of the Occupational Health and Safety
System (GHSI) at global level

Severity

Description
Fall in production caused by a rise in absences from work of Gestamp's
employees.

Opportunities

Improved productivity due to increased employee confidence as investments
have been made in innovative safety systems to improve safety in manufacturing
processes, employee training and communication channels.

Key
Severity/Magnitude

N/A
Magnitude

Risks

Probability

Probability

Probability

Low

Low

MediumMediumHigh

High

N/A Impact considered to exist (actual) which is why probability isdisregarded.

In order to minimise these impacts and the negative effects for the company, on the one hand,
and to maximise the positive effects and impacts, on the other, Gestamp has developed an ESG
plan which aims to achieve the following:
Description
Gestamp Health and Safety System audited
internally.
Reduced accident frequency rate (base year2021).

2023 Results

2025 Objectives

55%

100% of plants

-10%

-5%

Working Conditions Index.

Below 45/100

Below 45/100

Prevention Management Index.

Below 45/100

Below 45/100

Extent to which products improve passenger
safety in an accident.

An analysis is being
conducted.

The company's products
help to improve
passenger safety.

2025 ESG Plan
Gestamp's approach to prevention has evolved over time: while the company once focused on
the standard practice of controlling accident rates, it now has an ambitious management system
all of its own. Its system sets out safety criteria in relation to working conditions and management
requirements at 100% of Gestamp's production centres. It is even more stringent than therequirements of local legislation in some countries.
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It is also used to assess health and safety performance and provides a road map for continuous
improvement.
The following principles are included in Gestamp’s Occupational Health and Safety Policy:









Health and safety issues must be integrated into daily tasks and decision-making both in
the design phase of the workplaces themselves, of each system to be used or of eachpiece of work equipment, as well as during their operation for the performance of theactivity.
Preventing occupational accidents and diseases is the essential aim of this Policy. It is
achieved by preventing and minimising the risks to the health and safety of people. The
company therefore undertakes continuous improvement and actions based on risk
analysis.
Complying with the legislation of all countries in which the Gestamp Group operates.
However, the internal Health and Safety Policy is the Gestamp Group's standard, as itgoes beyond what is required by law in most cases.
Risks that are important due to their severity, that is, those that may lead to serious
accidents, must be prevented or minimised using technical means.
By establishing suitable regulations and procedures, as well as training, we can control
risks that we have not been able to prevent.
Under no circumstances should activity be placed before safety.

Gestamp’s Health and Safety System

The Gestamp Health and Safety System (GHSS) was developed to support plants in their quest tocontinuously improve safety. This management system is based on a balanced scorecard with a
global indicator, the Gestamp Health & Safety System Indicator (GHSI), which was developed inhouse and makes it possible to evaluate the safety system of all the plants in a homogeneous andconsistent fashion.
GHSS is a robust system that seeks ongoing improvement and takes into account both risk analysis
and the definition of standards and procedures, as well as training, in order to ensure the safety
and health of workers.
GHSS features
The GHSS Management System is integrated at all organisational levels and implemented at 100%of production plants operated by Gestamp, meaning that it regulates the activities of 47,099
employees (41,608 internal and 5,491 external employees) or 95% of all employees.

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Responsibility and functions at all levels
Plants must manage health and safety with the same level of knowledge and standards that theyuse in their core business.
The model is supported by senior management. Each year a Leadership Meeting is held, where
the overall targets for improvement are established based on the Indicator. In addition, theresults are submitted to the Board of Directors on a quarterly basis, along with a progress reporton the corporate plans and other important matters.

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GHSI indicator
The Gestamp Health & Safety Indicator (GHSI) is a tool that ensures the same standards areapplied across all plants in the Group, regardless of their size, production process or country.
Thus, it is possible to assess and compare the health and safety performance of each plant using
shared criteria.
The 2022 version of the Indicator (GHSI) is composed of 79 factors divided into 3 main blocks:
Traditional indicators, Working Conditions and Prevention Management.

Each factor is weighted differently, depending on the importance or magnitude of the associatedrisk. In addition, different safety levels are defined in each one. The greater the risk, the higher
the weight.
The final score given is a weighted average that ranges from 0 to 100, with 0 being the mostfavourable situation.

ISO 45001 Certification
Gestamp's own GHSS system allows for the incorporation of minimum mandatory standards ineach of the plants regardless of country, legislation or culture. It is a robust system that is
implemented across the entire Group, and recognised at all organisational levels. The Gestamp
Group has gone another year without recording a fatal accident, which is a milestone for anindustrial group.
Taking into account the robustness of GHSS and the organisation’s commitment to Health and
Safety, in 2022 a decision was made to certify the system under the international standard ISO
45001.
In record time, almost 100% of the Group's plants have achieved ISO 45001 certification
through the multisite model (except for the 4 plants located in Russia, due to the war in
Ukraine).
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This achievement has been possible thanks to having a prior system such as GHSS, fully
implemented across the organisation, demonstrating Gestamp’s firm commitment to Healthand Safety, as well as the continuous work and effort of every team.
Internal auditing systems
Full on-site plant audits every two years (2-5 days)
When a plant enters the system, a full audit is conducted on site at the plant. In addition toassessing the safety conditions and prevention management in place at the plant, this is used toprovide safety-related training to the parties that are directly responsible in this regard.
Once it is part of the system, these audits are repeated every two years in order to ensure thatthe indicator continues to reflect the actual safety situation at the plant. They also allow theGroup to verify on-site whether the improvements made and approved remotely each quarter
have been consolidated, to refresh safety standards and to get first-hand feedback from theplants.
Face-to-face audits were cancelled during 2020 and 2021 due to the pandemic, and resumed in
2022. Audit rates returned to normal in 2023, with 50% of plants being audited every two years,
and despite the prolonged suspension of audits, the system has continued to operate to asatisfactory standard in the Group.
Quarterly remote audits
These are audits of factors that the plant aims to improve; they are conducted remotely throughthe use of an internally developed IT application.
The plants must report their improvements in the first 15 days of each quarter. The
improvements are first validated by the Division-level prevention managers, who act as advisors,then move on to the audit phase.
The criteria followed are exactly the same as for full audits and the same auditors review them.
The difference is that only the improvements proposed by the plants, which have been validated
by their advisors, are audited. To guarantee the use of uniform criteria, there is a guide linked tothe indicator that outlines the criteria.
In addition, other documents are also being produced that provide further details on the criteriaof certain factors of the indicator, such as hygiene risk management, subcontractor management,
working at a height, maintenance of metal shelving and management of lifting devices, to namea few.
The total number of factors reviewed in the year was: 828
Continuous improvement
One of the keys to the success of the GHSS is the commitment to continuous improvement in all
aspects:
Internal audits and reviews.

Regular follow-up meetings with local and regional teams.

Creation of digital resources to develop the most critical topics: accident reports andvideos, machine safety standards, technical safety reports and specific management
guides.

Internal communication: publication of catalogue of best practices, annual targets andquarterly reports related to the Indicator, important news items and discussion forums.

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Communication channel open for all Gestamp employees by means of an exclusive email
account.

Active collaboration with corporate departments to raise awareness about and improve
the system. Participation in sector associations and forums.

Comparative analysis activities with other companies.

Safety alerts
Serious accidents and incidents with implications on prevention within the Group are used as anawareness-raising measure.
The investigation carried out by the plant, together with a video or photographs of the event areshared via the prevention web community. This information is completely anonymous. The
important thing is not where it happened, but that it happened at a Group work site, and wemust prevent the situation from repeating itself in another. Since the launch of the initiative, 36
Safety Alerts have been published with great success.

2023 Balance

In 2023, while the Frequency Index was down 3%, the Severity Index was up 11%. Gestamp has
not recorded any fatal accidents at its facilities since 2017.
Traditional Indicators

2021

2022

2023

Group Frequency Rate1

10

9

9

Direct Employees

10

9

9

Subcontracted Employees

9

10

8

Group Severity Rate2

0.16

0.15

0.17

Direct Employees

0.17

0.16

0.17

Subcontracted Employees

0.09

0.13

0.12

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2022
Indicators

2023

Hombre

Mujer

Grupo

Hombre

Mujer

Grupo

11

1

9

10

2

9

0.19

0.02

0.15

0.19

0.09

0.17

Total Accidents3

796

26

822

828

39

867

Direct Employees

687

22

700

717

33

750

Subcontracted Employees

118

4

122

111

6

117

Fatal accidents

0

0

0

0

0

0

Total Occupational
Disease4

3

0

3

3

0

3

Direct Employees

2

0

2

3

0

3

Subcontracted Employees

1

0

1

0

0

0

Frequency Rate1
Severity Rate2(1) Frequency Rate: Number of occupational accidents with sick leave and diseases/per 1,000,000 hours worked(2) Severity Rate: Number of work days (M-F) lost due to occupational accidents or diseases/per 1,000 hours worked(3) Accidents occurred with sick leave regarding all workers who carry out tasks inherent to or necessary for theactivity. TEA workers and outsourced services are included. Does not include commuting accidents(4) Occupational disease: contracted as a result of exposure to risk factors inherent in work activity and reported by adoctor.

Working conditions and prevention management
According to performance in the previous year and the starting situation, each production plantestablishes its action plan with the aim of making improvements.
Evolution of working conditions and prevention management in 2023 by Division:
Working conditions

Prevention management% improvement% improvement

Mexico8%31%

Mercosur

12%

16%

Asia

-7%

-3%

Europe1%4%

Edscha8%

14%Germany - Hungary

-6%

-9%

USA

2%

6%

TTE

2%

3%

Group

3%

7%

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In 2023, a group-wide improvement of 3% was achieved in the Working Conditions segment
and 7% in Prevention Management.

2023 Highlights
Plan 2025
Plan 2025 aims to reduce the accident rate by focusing on the highest risk factors, taking into
account their severity in the event of an accident occurring. Corporate provides support andmonitoring to production plants, focusing on certain factors of the GHSI indicator: specifictraining, definition and modification of equipment and work sites, machine malfunctions andmaintenance.
Corporate and divisional teams work together with production plants to create supporting
documents to meet the proposed objectives, and to follow up closely with quarterly meetings tocheck on the implementation of the factors.
Steps taken in 2023:---

Plan Launched Globally: To mark the World Day for Safety and Health, a communication
campaign was launched through One Gestamp and material was also provided locally by
Corporate.
Corporate publications of assistance: Guides and procedures were prepared andpublished for all the factors included in the Plan, except for "Definition of machinery andinstallations", which is expected to be addressed in early 2024.
Regular meetings between Corporate and Divisions/Regions to keep track ofimprovements: In 2023, a total of 34 meetings were held. Plans are in place to arrange
further meetings, the frequency of which depends on the extent to which the
improvement is taking effect.

Automated Guided Vehicles (AGVs)
Gestamp has set up a task force to coordinate the task - undertaken by different corporate
departments - of replacing forklift trucks with AGVs in the production areas of plants.
On the basis of the work undertaken by the task force, it will be possible to:-Factor safety criteria into the design of logistics flows, in the case of new projects, or into
the adaptation process being undertaken by Operations
Factor safety criteria into the Industry 4.0-based plant simulation
Identify and assess current safety criteria and adapt them to new conditions arising fromthe introduction of the AGVs. They relate to storage, movement of loads and workstation
design, all of which respectively have a bearing on the plant layout design.

Artificial intelligence
Gestamp Corporate is analysing various AI-based solutions to increase employee Safety:- ErgoIA is biomechanical software that has been developed by the Biomechanics Instituteof Valencia. It uses artificial intelligence to assess ergonomic risks.
The system analyses recorded videos and issues ergonomic risk reports automatically,
which reduces the time spent on the assessment of repetitive tasks and unnatural
postures by up to 80%.
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Cameras incorporating AI technology to help and assist the operation of forklift trucks.
Particularly in areas of poor visibility or during reverse manoeuvres.

Safety Radars
Safety radars can be integrated into most of Gestamp’s processes to improve safety levels in:- Access protection: Prevent access to danger zones.
- Machinery reset prevention: Stop machinery from starting unexpectedly while theoperator is in a danger zone.
- Anti-collision: Prevent collisions when machinery is in motion, involving the operator,
other machinery or suspended loads.
The radars have been tested in 3 plants across Spain, focusing on different uses, and plans are inplace to deploy them at other European plants. The tests at these pilot plants enable us to identify
and determine other uses.
Publications are issued and duly updated to inform all other plants of the test results.
Psychosocial Risk Assessment
Following the addition of the new factor to the group indicator in 2022, psychosocial assessments
have been carried out at several plants.
The importance of psychosocial factors for workers' health has been increasingly recognised.
Changes in organisations, current globalisation processes and exposure to psychosocial risks havebecome more frequent and intense, making it appropriate and necessary to identify, assess andcontrol them in order to prevent the associated risks to health and safety at work.
In order to monitor plant implementation more exhaustively and encourage improvement, a newfactor has been created to define Gestamp's psychosocial assessment model.
Training
Various corporate training initiatives have been carried out:
- Training for Plant Managers: The purpose of this training initiative is to involve theGroup's Management Team, regardless of level, in Health and Safety management inorder to prioritise the resources needed to implement the necessary preventive strategy.
- Training for plant health and safety (H&S) professionals: Check-lists are created andpublished for every factor in order to facilitate the simulation/self-audit undertaken by
H&S officials in respect of the GHSS factors related to Working Conditions and Prevention
Management.

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Publications
Besides the guides relating to the factors included in the 2025 Plan, plants were able to refer tothe following documents published in 2023:- New documents:
o Press Line Safety Standard.
o Works with Risks of Fire.
o New Machinery Directive 2023/1230 Compliance Guide.
- Document reviews:
o Ergonomic Assessment Procedure.
o Matrix Machinery Safety Guide.

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5.3 Social Contribution
Social Action at Gestamp
The commitment to the local communities in which Gestamp is present has always been
fundamental to the social strategy of the group, which, as a family company, is committed to thelong term. Responding to the needs of society and contributing to the improvement of people'squality of life is essential in order to grow as a company.
Gestamp's social action must reflect its commitment to society and must contribute to generating
a positive impact on the communities and environments where it operates.
Gestamp seeks to align its social contribution with its business activity, through medium and longterm social projects in the communities in which it operates, reinforcing trust between thosecommunities and the company, and enhancing its positive contributions.
Gestamp's Social Action Policy establishes the strategies followed by the group's social initiatives:
commitment to local communities, alignment with local communities and being sustainable overtime.
Gestamp collaborates in local initiatives promoted by both economic (business, technology,
innovation clusters and associations) and social and environmental organisations (road safety,
education, environmental awareness, socio-economic development, among others).
As part of the ESG Strategic Plan, objectives have been established in the Social Contribution areawith 2025 in mind, linked to the Social Action strategy and to Gestamp's support for the local
communities where it has a presence, with the intention of generating a positive impact.
Description
Reach a minimum annual social action figure(€1.3M).

2023 Results

2025 Objectives

1.13

1.3M€

Achieve at least 70% annual alignment of thegroup's global initiatives with the strategicareas of Social Action.

81.55%

70%

Conduct socio-economic impact studies inmarkets where Gestamp operates.

1 country analyzed

2 countries analyzed

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Strategic areas of Social Action
Gestamp’s social action is centred around the following three priority areas, with the aim ofaligning its social contribution with its business activity and ensuring coherence, while also
focusing on providing the maximum positive social impact.
Throughout 2023, an internal communication campaign was carried out to deploy the social
action strategy and reinforce the priority areas of action. This deployment has been carried out
in collaboration with divisional and regional Human Resources managers and with the
involvement of each plant and work centre.
In addition to the three priority areas of Social Action (Education, Mobility and Sustainability),
support in humanitarian crises affecting areas where Gestamp has a presence has been included.

EDUCATION AND TRAINING:
Gestamp acknowledges that education is the cornerstone for economic and humandevelopment, essential for ensuring social well-being. Inclusive education is a human right that
improves people's quality of life, facilitates access to decent work and favours their economic
progress and that of their families.
Gestamp's Social Action Area promotes initiatives aimed at combating school dropout rates,
extracurricular support, equal opportunities and access to education for vulnerable groups.
In addition, emphasis is placed on technical training projects and the promotion of STEAM(Science, Technology, Engineering, Arts and Mathematics) vocations, with a greater focus on
those groups that are less represented in these areas of knowledge.
SDGs related to EDUCATION AND TRAINING

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EDUCATION - GOOD PRACTICE‘I Speak Code’ Bootcamp
With the aim of promoting digitalisation and boosting programming among young people, the 'I
Speak Code' bootcamp has been created by Code.org and Gestamp. For the second consecutive
year, Gestamp is organising this project so that children between the ages of 8 and 14 have theopportunity to learn programming in a practical and fun way.

Video: https://www.youtube.com/watch?v=jUkLbxAycM0&t=64s

MOBILITY AND TRANSPORT:
Gestamp understands that transport is key to economic and social development as it enables the
movement of people and goods, promotes the safe movement of people, and allows access to
educational centres, healthcare, work, shops and other basic resources.
Road safety and efficient driving initiatives are encouraged within the field of mobility. In
addition, it supports projects that understand mobility as a means of progress and that improve
the quality of life of vulnerable people, with a special focus on the local communities where theGroup is active.
SDGs related to MOBILITY AND TRANSPORT

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MOBILITY AND TRANSPORT - GOOD PRACTICE“Ponle Freno” Race Circuit
Gestamp collaborates with “Ponle Freno”, the social platform for Road Safety that for 15 years
has been promoting activities in Spain to raise funds for the research and recovery of traffic
accident victims.
In 2023, Gestamp has encouraged its employees to participate by covering the cost of the racebibs for the “Ponle Freno” Race Circuit in those places where it is active. Thus, close to 200
employees from Gestamp Aragón, Gestamp Levante, Edscha Santander, Gestamp Toledo and theheadquarters in Madrid have worked together in this initiative to improve Road Safety.

ENVIRONMENT:
Gestamp is aware of the great global challenges and risks related to climate change, thedeterioration of ecosystems and the scarcity of natural resources that humanity is facing. That iswhy, through its social action, it wants to contribute to the mitigation of negative impacts onnatural resources.
It promotes projects, volunteer activities or donations that seek to generate a positive impact on
the environment, taking special care of the areas where Gestamp is active.
The initiatives carried out in this area have been related to the saving and efficient use of energy
within the automotive sector; reduction of CO2 emissions; circular economy; waste management;
conditioning and cleaning of spaces; efficient water management.
SDGs related to MOBILITY AND TRANSPORT,

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ENVIRONMENT - GOOD PRACTICE
Gestamp Forest - Gestamp Aragón
Gestamp Aragón started this reforestation initiative to regenerate an area near the plant that
had been affected by a fire. In the different phases of this project, 5,000 trees have been planted.
By providing follow-up and continuity over time to this initiative, in addition to contributing to
improving the natural environment of the area, a significant environmental awareness has beenachieved among the plant's employees who have collaborated as volunteers.

HUMANITARIAN CRISES
Gestamp is aware of its role as a company and its responsibility to society, especially in thecommunities in which it operates. For this reason, in cases of humanitarian crises resulting fromnatural disasters, it collaborates with projects and initiatives that fight social inequality andpoverty.
Although the group's Social Action strategy is focused on priority areas, in cases of humanitariancrises, the work centres help to channel the aid and solidarity of employees by organising
campaigns dedicated to mitigating the consequences of the disaster that has occurred.

HUMANITARIAN CRISES - GOOD PRACTICE
Collaboration and Solidarity with those affected by the earthquakes in Turkey and Morocco andby Hurricane Otis in Mexico
In 2023, several natural disasters occurred inlocations close to Gestamp plants. Turkey and
Morocco suffered major earthquakes that werevery destructive. In both cases, the solidarity andquick reaction of Gestamp's plants was exemplary,especially in the locations closest to the disasterareas.
In addition, at a global level, the corporate Social Action team set up channels of collaboration
through the NGO World Central Kitchen, so that all Group employees had the opportunity tomake donations in a safe manner, with the guarantee that the aid would reach the affected area.

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In both cases, Gestamp undertook to contribute thesame amount raised by employees, doubling the
donation.

PRINCIPLES OF CONDUCT:The following principles of conduct shall guide Gestamp’s social action:Collaboration: Gestamp works with institutions, non-governmental organizations, privatecompanies, educational and other entities for the effective development of its social
action. Relationships and collaborations with public or private institutions are aimed at
combining efforts to support the community.



Ethics and Transparency: Gestamp takes an ethical and transparent approach to its
collaborations with other bodies, so that these collaborations are not exploited for
purposes contrary to the applicable legislation at any given time. The Group’s establishedprocedures for third party due diligence shall be applied.

Long term: Gestamp’s social action initiatives and its relationship with communities, aswell as its business activities, are intended to be permanent in the medium and long term.

Adapting to local needs: For every project it undertakes, Gestamp is committed toinitiatives that are flexibly adapted to the local needs and demands of the communities
in which it operates.

Employee involvement: social action initiatives provide the opportunity to channel
concerns over solidarity and commitment, which is why Gestamp encourages
volunteering among its employees.

Leaving an impact: the ultimate goal of Gestamp’s social action is to create a positive
impact on the local communities where it operates and to contribute towards improving
people’s quality of life, beyond its own business activity.

Collaboration with non-profit organisations

Transparency in Gestamp's collaboration with Associations and Non-Profit Organisations isessential for the proper functioning of the projects and their sustainability over time.
To monitor and measure the impact of the initiatives that Gestamp carries out, the Business forSocial Impact (B4SI) methodology is taken as a reference. Furthermore, in 2023, with the aim ofstrengthening the impact measurement system, Gestamp once again has the consulting firm
Mas Business, from the LBG Group. In this way, a double verification of the measurement of the
impact of Social Action is guaranteed.
With the intention of improving impact measurement and better analyzing the social impact of
the initiatives carried out by Gestamp, this year the number of beneficiaries of social projects

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has been incorporated into the reporting campaign. With the initiatives carried out in 2023, a
total of 464,827 direct beneficiaries have been impacted.
In 2023, a total of 229 social and non-profit activities have been identified in which thecompany has worked together with 187 collaborating entities and in which a total of 1,565
employees have participated voluntarily, the total value being of the contribution of
1,126,291.67 euros.
By type of contribution, the majority of activities were made as a monetary contribution(89.6%), followed by contributions in kind (7.7%) through volunteer actions carried out by
Gestamp employees. The contribution in kind has represented 2.7% of the contributions.

MAIN SOCIAL CONTRIBUTION FIGURES (as per the B4SI model)
KEY INDICATORS
Number of initiatives
Employees participating in volunteer work
Project Partners
Direct beneficiaries

2021
149
2,784
94
-

2022
236
808
147
-

2023
229
1,565
187
464,827

MAIN FIGURES BY CONTRIBUTION TYPE (according to B4SI model)
CONTRIBUTION
TYPE
Money
Time
In kindTotal

2021
Financialvalue (€)
356,932
365,619
26,325748, € 877

2021%
48%
49%
4%
100%

2022
Financialvalue (€)
976,905.52
97,483.20
136,704.74
1,211,093.46

2022%
80.7%
8%
11.3%
100%

2023
Financialvalue (€)
1,009,305.01
86,494.80
30,491.86
1,126,291.67

2023 %
89.6%
7.7%
2.7%
100%

MAIN FIGURES BY AREA OF ACTION (according to B4SI model)
Area of Action
Art and Culture
Humanitarian AidSocial Well-being
Economic
Development
Education
Environment
Other
Health
Total

1
11
21

€ 200.00€ 67,812€ 30,584

0.03%
9.06%
4.08%

6
14
91

€ 117,930€ 105,898€ 80,012

10%
9%
7%

9
16
60

Total
Monetary
Contribution
2023
45,650.00
29,451.57
200,461.37

6€ 167,770

22.40%

41€ 580,036

48%

22

487,307.43

43.27%

37
17
34
22

€ 297,156€ 53,066€ 27,850€ 104,434

39.68%
7.09%
3.72%
13.95%

46
90
29€ 304,498€ 3,898€0€ 18,820

25%
0%
0%
2%

65
11
12
34

239,088.95
4,611.95
20,798.10
98,922.30

21.23%
0.41%
1.85%
8.78%

149

€ 748,877

100%

236

€ 1,211,093

100%

229

€1,126,291.67

100 %No. ofTotal Monetary
Initiatives Contribution
2021
2021

2021
%

No. ofTotal Monetary
Initiatives Contribution
2022
2022

2022
%

No. ofInitiatives
2023

141
© Gestamp 2023

2023%
4.05 %
2.61%
17.80%

ANNUAL REPORT 2023
MAIN FIGURES BY SDG (according to B4SI model)
No. of
BREAKDOWN BY SUSTAINABLE
Initiatives
DEVELOPMENT GOALS
2021

Financialvalue 2021
(euros)2021%

No. ofInitiatives
2022

Financial value
2022 (euros)

2022%

No. ofinitiatives
2023

Financial value
2023 (euros)2023%

SDG 1. No Poverty

9€ 8,3391.1%

81€ 163,725

14%

32

72,884.49

6.47%

SDG 2. Zero Hunger
SDG 3. Good Health andWell-being
SDG 4. Quality Education

7€ 16,381

2.2%

0

€0

0%

10

4,913.23

0.44%

34

€ 149,662

20.0%

39

€ 24,0062%

52

125,785.77

11.17%

41€ 288,150

38.5%

51

€ 387,090

32%

52

198,166.95

17.59%

5€ 15,447

2.1%

3€ 1,826

0%

6

7,112

0.63%

2

€ 774

0.1%

0

€0

0%

2

1,021.50

0.09%

3€ 2,3310.3%

1€ 45,000

4%

1

450

0.04%

14

€ 129,545

17.3%

49

€ 583,738

48%

41

563,239.37

50.01%

2€ 55,360

7.4%

0

€0

0%

2

19,980

1.77%

0

€0

0.0%

1

€ 760

0%

4

90,039.45

7.99%

7

€ 21,695

2.9%

3€ 1,400

0%3

1,320.20

0.12%

4€ 28,980

3.9%

0

€0

0%

2

434

0.04%

0.4%

8

€ 3,5490%

35,497.85

0.49%

2.5%

0

€0

0%

0

0,00

0.00%

SDG 5. Gender Equality
SDG 6. Clean Water andSanitation
SDG 7. Affordable andClean Energy
SDG 8. Decent Work andEconomic Growth
SDG 9. Industry, Innovation
and Infrastructure
SDG 10. Reducing
Inequalities
SDG 11. Sustainable Cities
and Communities
SDG 12. Responsible
Consumption and
Production
SDG 13. Climate Action

6

SDG 15. Life on Land
SDG 16. Peace, Justice andStrong Institutions
SDG 17. 17. Revitalising the
Global Partnership for
Sustainable Development
Total

4

€
2,635.95€ 18,366

0

€0

0%

0

€0

0%

5

2,584.65

0.23%

11

€ 11,206

1.5%

0

€0

0%

6

21,413.32

1.90%

149

€ 748,877

100%

236

€ 1,211,093

100%

229

1,126,291.68

1.02%

142
© Gestamp 2023

ANNUAL REPORT 2023

Participation in associations and organisations
Gestamp endeavours to promote the industry and local development from various angles.
Putting this commitment into practice, the company is actively involved in a range of initiatives
geared towards social, economic and technological issues, in the form of business clusters andassociations.
Establishing alliances and fostering understanding between the different actors in society and thesector is fundamental to creating a sustainable business ecosystem. This is how Gestamp sees it,
and its participation in organisations and institutions is very active. Always with the aim ofpromoting socio-economic development, innovation, quality and contributing to thedissemination of knowledge in the automotive sector.
In December 2023, Francisco J. Riberas, Executive Chairman of Gestamp, renewed his position
for two more years as Chairman of the Spanish Association of Automotive Suppliers (SERNAUTO),
a position he has held since 2021, with the aim of strengthening the competitiveness ofcomponent manufacturers and continuing to consolidate the Spanish supplier industry both
inside and outside Spain.
The commitment to innovation has always been a constant at Gestamp and is reflected in its
participation in organisations such as the University Institute for Automotive Research and the
COTEC Foundation. Gestamp is constantly innovating in order to strengthen its position as atechnological leader and to guarantee the sustainability, efficiency and competitiveness of its
production processes and products.
Knowledge transfer is also a priority in the business model, where the Group collaborates invarious educational and dual vocational training programmes.
Participation in technology partnerships helps in the process of transferring knowledge of a newtechnology, which is the usual mechanism by which the organisation adapts to the requirementsof new projects. These new projects also end up fostering socio-economic development as awhole.
Gestamp holds the presidency of the Spain-China Council Foundation and the vice-presidency ofthe main automotive clusters, and actively participates on the boards of directors of the mainbilateral chambers of commerce.
The institutional relations area seeks to show different institutional audiences Gestamp's
contribution to society, collaborating in the development of public policies and regulations as acorporate citizen, with ethics, transparency, integrity and professionalism in our institutional
dialogue.
Furthermore, Gestamp is registered in the EU Transparency Register and abides by the rules andprinciples set out in Annex I of the Interinstitutional Agreement.
Bilateral Chambers of Commerce










German-Spanish Chamber of Commerce (AHK)
British Chamber of Commerce in Spain
Brazilian-Spanish Chamber of Commerce (CCBE)
Spain-China Council Foundation
Spain-US Council Foundation
Spain-Japan Council Foundation
Spanish Chamber of Commerce in the UK
French Chamber of Commerce in Spain
Spanish Chamber of Commerce in Japan143© Gestamp 2023

ANNUAL REPORT 2023






Spain-Russia Council Foundation
Spain-India Council Foundation
Polish-Spanish Chamber of Commerce
Spain-China Business Advisory Council
Moroccan-Spain Economic Council (CEMAES)

Spanish regional clusters








Basque Automotive Cluster
Automotive Cluster of Aragon (CAAR)
Automotive Cluster of Cantabria (GIRA)
Automotive Cluster of the Community of Valencia (AVIA)
Automotive Company Cluster of Galicia (CEAGA)
Automotive Industry Cluster in Catalonia (CIAC)
Automotive Forum of Castilla y León (FaCyl)

Industrial associations














SERNAUTO (Spanish Association of Automotive Suppliers)
ASEPA (Spanish Association of Automotive Professionals)
STA (Association of Automotive Engineers)
Electric Vehicle Industry Association (AIDIVE)INSIA (University Institute of Automobile Research)
OESA (Original Equipment Suppliers Association)
INA (National Automobile Parts Industry) in Mexico
UPM (Unió Patronal Metallúrgica)
Foment de TreballLogistop
AEC (Spanish Quality Association)
AIC. Automotive Intelligence CenterIndustry 4.0 Chair of the Comillas Pontifical University

Economic Associations
 Círculo de Empresarios (Businesspersons Association)
 Spanish Exporters and Investors Club
 IADG (Atlantic Institute of Governance)
 IEF (Family Business Institute) CEOE (Spanish Confederation of Business Organisations) CCE (Spanish Chamber of Commerce)
 COTEC Foundation for Innovation
Professional associations
 AED (Spanish Association of Executives)
 APD (Association for Management Progress)
 Corporate Excellence - Centre for Reputation Leadership
 DIRCOM (Association of Communication Managers)
 CPOnet. Social Network of Purchasing Professionals
 AERCE (Spanish Association of Purchasing, Contracting and Procurement Professionals)
 Tecnalia

144© Gestamp 2023

ANNUAL REPORT 2023
ESG Associations: Forética (Corporate Social Responsibility association for businesses and professionals)
 Spanish Network of the United Nations Global Compact
 Business for Social Impact Steering Committee
 Spanish Business Council for Sustainable Development
 CEOxlaDiversidad (promoted by the Adecco Foundation and CEOE) CSR Europe LBG Spain
 IESE Institute for Sustainable Leadership145© Gestamp 2023

ANNUAL REPORT 2023

6. GOVERNANCE DIMENSION
6.1 Responsible Supply Chain Management
6.2 Good Governance and Ethics

6.1. Responsible Supply Chain Management
The automotive sector is characterized by having increasingly complex supply chains that requirerobust internal systems and procedures to manage suppliers, subcontractors and collaborators ina global and responsible manner.
Through responsible management of the supply chain, Gestamp contributes to the achievementof business objectives and customer orientation, transferring the highest ESG standards to its
suppliers of goods and services.

€9,815M PURCHASES
19,555 SUPPLIERS WITH INVOICING
94% LOCAL SUPPLIERS
Local suppliers are those that supply plants in their own country.
As a result of the double materiality analysis carried out, some Impacts, risks and opportunities
linked to the material topic Responsible supply chain have been identified:Type+
Impacts+-

Description

Description
Risks

Opportunities

Severity

Increase and assurance of best practices in Environmental, Social andGovernance matters among suppliers (sustainable practices in circular
economy, decarbonization, biodiversity, non-discrimination, equality,
Human Rights, transparency, among others).
Guarantee of optimal working conditions, and consequently, the qualityof life of workers, as a result of adequate compliance with therequirements of Human Rights.
Degradation of local habitats due to the extraction of raw materials andas a result of poor waste management and depletion of natural
resources by the supply chain.

Probability
N/A

N/A
Magnitude

Probability

Lack of alignment of corporate policies applied to the supply chain with new
regulations.
Lack of compliance in the supply chain with ESG requirements for suppliers, which
can lead to non-compliance that can affect the company.
Competitive improvement resulting from the acquisition of sustainable materials
requested by customers and scarce in the market.

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ANNUAL REPORT 2023
LegendSeverity/Magnitude

Probability

Low

Low

Half

Half

high

high

N/A

Impact considered already existing (real) so it does not have probability.

In order to minimize these impacts and negative effects on the company and maximize positiveeffects and impacts, Gestamp has the following ESG objectives:

Description
Suppliers evaluated on ESG

Suppliers with good ESG performance

2023 Results
32.1%

67.7%

2025 objectives
70% of the suppliers
evaluated (of the total
registeredquestionnaire)
70% of suppliers
evaluated with >50
points in ESG
4 training programs

ESG training for suppliers with low ESG scores0

ESG criteria included in supplier audits

Developed audit
scheme.

100% of audits

Work is underway on
its development.

Done

ESG specifications included in suppliercontracts
ESG Plan 2025

Management and evaluation of suppliers
The General Purchasing Department is responsible for establishing corporate supply chain
management systems, procedures and standards applicable to the entire Group. In addition,purchasing managers, located in the Plants, Divisions and Corporation, ensure compliance with
Gestamp principles, guaranteeing compliance with legal, quality and sustainability requirements.
Supplier management system
Gestamp has General Conditions for the purchase of goods and contracting of services for theformalization of orders, delivery, execution, billing, rights and responsibilities that include, among
others, compliance with the Principles of the United Nations Global Compact and the ESG
Requirements for suppliers. .
These requirements will be mandatory for all Gestamp Group suppliers and their employees, aswell as subcontractors, and include all ethical, human rights and environmental protection issues
that suppliers must comply with and also demand from their own supply chain , with the objectiveof establishing the highest ethical, social and environmental standards for the entire value chain
regardless of its country of origin or sector.

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The company also has a purchasing procedure that ranges from registration and approval,
management of tenders and negotiation of the same for the award and contracting of services
and products, for which its premises are:







Hire to ensure productive sourcing and supply chain effectiveness.
Value innovation and quality and operational excellence in each award.
Supplier selection based on the principles of competition, objectivity and professionalism.
Award according to the criteria of need, suitability and quality.
Ensure the traceability of the Purchasing process and the fulfillment of the commitments
made.
Transfer the highest environmental, social and ethical standards to suppliers.

Suppliers’ portal
Global supplier management is carried out through the Gestamp Supplier Portal, this being a
module of the common tool to manage purchases of all the Group's companies.
Additionally, at the local level, each production plant maintains a close relationship with its
surrounding suppliers, based on trust and commitment.
The company effectively and consistently evaluates supplier performance and ensures that the
supply chain meets automotive requirements and legal and regulatory standards, both local andinternational, key to ensuring business continuity.
Specifically, with the objectives of:

Monitor the supplier's performance in a systematic and objective manner.

Comply with the legal and regulatory requirements of the sector, both locally andinternationally and verify regulatory compliance by suppliers.



Achieve greater transparency in the supply chain, both for direct and indirect material
suppliers.



Facilitate risk management and product procurement activities.

Ensure the sustainability of the business, that of clients and suppliers.

New purchasing model
During 2023, the new Purchasing system for registering suppliers has been deployed in allcompanies.
This global tool provides greater standardization and control over Purchasing processes.
Furthermore, for the pre-homologation and approval of suppliers, this system is integrated withanother risk assessment platform that guarantees that the supplier risk assessment criteria aretaken into account in decision-making.
With the implementation of the new purchasing system and risk assessment platform, a base of
10,000 suppliers, both new and existing in the corporation, has been re-evaluated.

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Risk management and supplier approval
This supplier management system makes it possible to establish a supplier risk profile and evaluate
whether the supplier is suitable to work with Gestamp in a possible award and makes it possible
to have the necessary visibility to react quickly and efficiently to uncertainty and/or changes inmarkets.

In order to have visibility to react quickly and efficiently to any uncertainty or change in themarket, different approval factors are considered depending on the type of supplier:In addition to the compliance requirements: acceptance of the general purchasing conditions andthe data protection policy, there are other criteria that determine the supplier's risk level: Financial requirements: related to economic solvency.
 Regulatory compliance requirements: issues related to corruption practices, money
laundering or sanctions detected through a questionnaire to be completed by the
supplier, screening of news linked to the supplier and its subsidiaries, as well as validationof sanctions and adverse media through an external source (Dow Jones)
 Quality requirements: acceptance of the quality manual, certifications, etc.
 ESG requirements:
All suppliers must accept the ESG Supplier Requirements to ensure they comply with
Gestamp standards for ethics, human rights and environmental protection.
Depending on the type of products or services supplied, the following requirements must
be met:ooSubcontracting suppliers must provide ISO 14001 certification.
Direct material suppliers who physically deliver goods must report Conflict
Minerals templates.
149© Gestamp 2023

ANNUAL REPORT 2023
oSuppliers of chemical products must comply with the European REACH
regulations.

Additionally, there are specific questions that suppliers in the following countries mustcomplete:o

US suppliers must respond to Diversity questions, such as identifying minority
businesses, women-owned businesses, or veteran-owned businesses.

oSuppliers in Australia are asked about their relationship with the indigenous
Australian population.

oUK suppliers must respond to specific questions about slavery and humantrafficking.

 IT requirements: cybersecurity questionnaire.
 Geopolitical Requirements: aspects of the supplier's location are taken into account basedon armed conflicts, socioeconomic variables, credit scores and tax havens.

ESG Risk Assessment
All suppliers regardless of their classification are subject to an automatic ESG risk assessment
based on international standards from reference organizations; depending on your sector andgeographic scope.
In addition to this automatic evaluation, the platform includes a supplier self-assessment
questionnaire made up of questions on ethical, social and environmental issues that allows, byanswering and uploading evidence, to assign each supplier a rating of its actual ESG
performance.
This questionnaire includes specific questions on diversity and inclusion and conflict minerals
for those suppliers in geographies or sectors where these issues are most relevant.
Since its implementation began at the end of 2022, 32.06% of registered suppliers have been
evaluated and 13.24% have achieved a score >50 points out of 100.
With the aim of helping suppliers improve their sustainability performance and therefore their
ESG assessment, training options on specific ESG topics will be made available to suppliers
during 2024.

There is a Purchasing Risk Committee in charge of determining whether the supplier should bediscarded or determining what contingency actions should be taken.

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Quality in the supply chain
The quality of the final part depends, to a large extent, on the quality of the goods and services
provided by its raw material and component suppliers. For this reason, Gestamp qualifies its
suppliers following quality criteria both at the production plant level and at the corporate level.
Annually, in-person quality audits are carried out on some suppliers of direct material andsubcontracting of manufacturing processes with the aim of controlling and monitoring their ability
to comply with Gestamp's requirements and standards.
These audits are prioritized according to supplier risk, which is assessed using a risk matrix basedon an internal model that complies with IATF 16949 and VDA standards.
During fiscal year 2023, 170 in-person audits were carried out on suppliers, of which 42% obtained
an optimal result (score A), 52% obtained an average result with aspects to improve (score B) and
6% did not comply with Gestamp standards, for which the corresponding action plan was
required.
Of suppliers that have been audited more than once during the last two years, 55% obtained abetter rating in their last audit.
When deemed necessary, Gestamp requests certain suppliers to participate in improvement
programs. During these, suppliers must implement an action plan approved by Gestamp with theaim of improving the quality of both the product and the service provided. In 2023, 27 different
suppliers participated in improvement programs.

Responsible purchase of raw materials
Gestamp has had a Conflict Minerals Policy since 2014 according to which its suppliers mustcomply with the laws relating to the responsible sourcing of minerals (Dodd Franck Act and EU
Regulation 2017/821), apply and carry out legally required investigations in relation to minerals
from conflict zones and if any impact is identified, report and implement actions to find alternative
sources of supply for the affected minerals as soon as possible.
Conflict Minerals
Gestamp has a Conflict Minerals Policy through which it follows the recommendations of the
Responsible Minerals Initiative and the OECD Due Diligence Guide for responsible supply chainsof minerals from conflict-affected and high-risk areas.
In order to identify and evaluate possible supply chain risks related to human rights violations,direct material suppliers are requested to complete the Conflict Minerals Reporting Template fortin, tantalum, tungsten and gold and the Extended Minerals Reporting template for cobalt andmica. In this way, when required by any interest group (mainly clients or regulatory authorities),
you will have all the information about your management.

151© Gestamp 2023

ANNUAL REPORT 2023

6.2. Good governance and ethics
Good governance
Shareholding Structure
As of the date of this Report, in accordance with the data recorded in the official register of the
National Securities Market Commission (CNMV), the current shareholding structure of Gestamp
Automoción S.A. (hereinafter, “Gestamp” the "Company" or the “Group”) is as follows:

Acek Desarrollo y Gestión Industrial, S.L. ("Acek") holds 138,545,768 shares,
representing 24.07% of the Company's total share capital.



Gestamp 2020, S.L. ("Gestamp 2020") holds 288,332,760 shares, representing 50.10%of the Company's total share capital. Acek holds 75% of the share capital of Gestamp
2020, while Mitsui & Co. Ltd. holds the remaining 25%.



The rest of the share capital, 25.83%, is free float.

All shares belong to a single class and series and provide their owners with the samerights and duties.
Corporate Governance System
Transparency, commitment, ethics, diversity and sustainability: these are the values that we focus
on to strengthen the bonds of trust with our stakeholders.
The double materiality assessment performed by Gestamp in 2023 identified, in relation to Good
Governance, the following impact, risk and opportunity (IROs):

ImpactType

Description+

Push for decision-making focused on promoting the sustainability of
the company as a result of a clear definition of ESG in the company(e.g. definition of sustainability committee and commission, roles andresponsibilities).

Description
Risks

Operational inefficiencies in management arising from a corporate governancestructure or practices that are not aligned with the established principles andstandards of good governance.

Opportunities

To ensure a diverse mix of profiles and skills at Board level that encourages better
strategic decision-making.

Severity

Probability
N/A

Magnitude

Probability

152© Gestamp 2023

ANNUAL REPORT 2023
Key
Severity/Magnitude

Probability

Low

Low

MediumMediumHigh

High

N/A Impact already exists (real), so the probability rating does not apply.
To properly manage these IROs, our 2025 ESG Plan sets out the following objectives that seek toimprove the company's performance in this area:
Description
Women on the Board of Directors
ESG training for the Board of Directors
Assessment and management of ESG risks with
our Sustainability Committee

2023 Results
30,7%
ESG training programs
have been developed in
2023.
ESG risks have been
included in the corporaterisks map.

2025 Objectives
40% of women
Done

Done

2025 ESG Plan
To manage these impacts, risks and opportunities and to fulfil its ESG strategy, Gestamp's
Corporate Governance is currently based on the following corporate rules, all of which areavailable on our website:







Company Articles of Association
Regulations of the General Shareholders’ Meeting
Regulations of the Board of Directors
Code of Conduct
Internal Code of Conduct with regard to the Securities Market
Specific corporate policies

The Corporate Governance rules are periodically reviewed and updated. The contents aremodelled and based on our commitment to the Best Corporate Governance Practices, businessethics and social responsibility in all areas of action.
Governing Bodies
To meet commitments to transparency and business ethics, the Company implements its rulesof corporate governance through the following Governing Bodies, which distinctly undertake
strategy and supervision, and administration and management duties.
Annual General Meeting
The General Shareholders’ Meeting is our highest decision-making body where all duly convened
shareholders gather to discuss and decide on, subject to the majority requirements applicable ineach case, matters falling within its scope of authority.

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ANNUAL REPORT 2023
DutiesThe General Shareholders’ Meeting decides on matters within its scope of authority inaccordance with the provisions of the Law and our corporate rules, and it is responsible for theduties set out in Article 5 of Gestamp's Regulations of the General Shareholders' Meeting.
Rights of shareholders
Shareholders are entitled to examine all the documents related to the General Shareholders’Meeting as of the date on which the Meeting is called, at the company's registered office or via
the Gestamp website.
Moreover, between the publication date of the notice of the General Shareholders’ Meeting andthe fifth day prior to the date scheduled for the meeting on first call, shareholders may request
in writing any reports or clarifications they deem necessary, or draw up in writing any questions
they deem pertinent, concerning the matters included on the agenda.
In addition, a number of shareholders representing at least three percent (3%) of the share capitalwill be entitled to request publication of an addendum to the notice of the General Shareholders’Meeting, including one or more additional items on the agenda, within the deadlines and in themanner set forth by Law.
Similarly, shareholders representing at least three percent (3%) of the share capital may submit
substantiated proposals for resolutions on any matters already included or which should be
included on the agenda, within the term and in the manner established by Law. Said proposed
resolutions and, where appropriate, supporting documentation, will be continuously publishedon Gestamp’s website.
Board of Directors
The Board of Directors is responsible for supervising, managing, controlling and representing theCompany.
At the core of its mission, it must establish the approval of the Company's strategy and theorganisation required to put it into practice, as well as the supervision and control of goal
achievement by management, and respect for the Company's purpose and interests.
The rules on the composition and functions of the Board of Directors are governed by Law andthe corporate rules, and the Board is responsible for the duties set out in Article 8 of Gestamp’s
Regulations of the Board of Directors.
Composition
The Board of Directors comprises 13 members, of whom 7 are independent directors, 3 areproprietary, 2 are executive, and 1 is an external director. Thus, Gestamp not only complies with
Recommendation 17 of the Good Governance Code for Listed Companies, which entails having
at least 50% of the Board of Directors represented by independent directors, it goes one stepfurther and has a majority of independent directors.

154© Gestamp 2023

ANNUAL REPORT 2023
MemberPosition

Category

Mr Francisco José Riberas Mera

Executive Chairman

Executive

Mr Juan María Riberas Mera

Deputy Chairman

Proprietary

Mr César Cernuda Rego

MemberIndependent

Ms Ana García Fau

MemberIndependent

Ms Chisato Eiki

Member

Proprietary

Mr Francisco López Peña

Member

Proprietary

Mr Norimichi Hatayama

Member

Proprietary

Mr Alberto Rodríguez-Fraile Díaz

MemberIndependent

Mr Javier Rodríguez Pellitero

MemberIndependent

Mr Pedro Sainz de Baranda Riva

MemberIndependent

Mr Gonzalo Urquijo Fernández de Araoz

MemberOther external directors

Ms Marieta del Rivero Bermejo

MemberIndependent

Ms Loreto Ordóñez Solís

MemberIndependent

Mr David Vázquez Pascual

Secretary

Non-director

Ms Elena Torregrosa Blanchart

Vice-secretary

Non-director

For more information on directors, visit the Gestamp website. In addition, for more information
about the positions held by members of Gestamp's Board of Directors on the board of directors
at other companies or organisations, see section C.1.11 of the Gestamp Corporate Governance
Annual Report 2023.
Diversity of the Board
The Board of Directors' Selection Policy, approved by the Company's Board of Directors on 14
December 2017 at the proposal of the Nomination and Compensation Committee, and later
amended on 26 July 2022, sets out the procedures and mechanisms for the selection of directors
in order to ensure an appropriate and diverse composition of the Company's Board of Directors
at all times. This policy sets out the underlying principles that are to govern it, which include thefollowing:

Equal treatment and transparency. This principle states that the selection of directors shallbe transparent and free from implicit bias, so as to guarantee the same opportunities for all
qualified candidates.

Diversity. This principle states that diversity of skills, knowledge, experience, backgrounds,
nationalities, age and gender shall be encouraged, in order to enrich the decision-making
process and to bring different perspectives to discussions on matters within the Board’s
competence.

The Board of Directors' Knowledge, Skills, Diversity and Experience Guide sets out the knowledge,
skills, diversity and experience that the Board of Directors as a whole must possess such that itserves as a reference and support tool for the Board of Directors' Selection Policy.
This guide, approved on 14 December 2017 by the Board of Directors at the proposal of theNomination and Compensation Committee, develops the aforementioned principles andestablishes that, for the purposes of selecting candidates and re-electing directors, and in the155© Gestamp 2023

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event of equal knowledge and experience, diversity is to be encouraged, thus preventing
discrimination on the grounds of gender, age, culture, religion and race. It also establishes thatthe composition of the Board of Directors is to be in accordance with the demographic reality ofthe markets in which the Company operates.
In pursuit of this principle of diversity, and of gender diversity in particular, the Board of Directors'
Selection and Diversity Policy establishes the Board's duty to ensure that the Company's diversity
measures encourage a significant number of women in senior management positions within the
Company, in accordance with the provisions of Recommendation 14 of the Good Governance
Code of Listed Companies.
As a whole, the Board must possess the knowledge, skills and experience needed to guarantee
the adequate governance of the Company in line with its activities, including its main risks,
ensuring that it has effective capacity for independent and autonomous decision-making in the
Company’s interest. For the purposes of defining the skills, knowledge and experience that, as awhole, are deemed most appropriate for the Board of Directors and to verify the suitability of acandidate for a vacancy on the Board, the Nomination and Compensation Committee approves acompetency matrix for the Board of Directors. The current Board of Directors' competency matrix
is as follows:This matrix is updated on a regular basis in line with the potential vacancies that may arise on the
Board of Directors and the new challenges and opportunities faced by the Company in the short,medium and long term.
Evaluation of the Board of Directors’ performance
Pursuant to the Regulations governing Gestamp’s Board of Directors, the Board shall devote thefirst of its annual meetings to evaluating its own functioning in the previous year and, whereappropriate, adopting an action plan to correct any aspects seen to be of scant functionality.
Furthermore, the Board of Directors shall also evaluate (i) the performance of the duties of the
Chairperson of the Board and, should the position be held by a different person, that of the chief
executive of Gestamp, based on the report submitted by the Nomination and Compensation
Committee; as well as (ii) the functioning of the Committees of the Board of Directors, based on
the reports they submit to it. This annual evaluation, in compliance with Recommendation 36 of
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ANNUAL REPORT 2023
the Code of Good Governance, is carried out every three years with the advice of an external
consultant.
The evaluation process of the Company's Board of Directors for 2023 began on 26 October 2023
and was coordinated by the Nomination and Compensation Committee, at the request of the
Chairman of the Board of Directors. In accordance with the above-mentioned Recommendation
36, this financial year, the Company worked with an external consultant on the evaluation
process.
The evaluation process for financial year 2022 consisted mainly in filling out an evaluation form,
interviews with each member of the Board of Directors conducted by the external consultant,the issuance of an evaluation report and the preparation of an action plan.
The areas evaluated were as follows:Composition of the Board of Directors.
Functioning and Effectiveness of the Board of Directors.

Performance of the Chairperson of the Board of Directors.

Performance of the Secretary of the Board of Directors.

Performance and contribution of each Director.

Functioning and composition of the Audit Committee.
Functioning and composition of the Nomination and Compensation Committee.
Functioning and composition of the Sustainability Committee.
On 18 December 2023, the results of their evaluation were submitted to the Nomination andCompensation Committee, as well as those regarding the evaluation of the Board of Directors,
the Chairperson of the Board of Directors and the Secretary of the Board of Directors. On thesame date, the results of their evaluation were submitted to the Audit Committee and theSustainability Committee. After analysing the results, each of the Committees issued a report on
the evaluation. In addition, the Nomination and Compensation Committee, aided by the external
consultant, prepared an action plan that was presented at the first meeting of the Board of
Directors in 2024 together with the reports issued by each of the Committees.
Although the results of the 2023 evaluation were positive, the action plan arising from the processincludes a series of recommendations about operational aspects of the Board of Directors, which
are to be implemented in 2024. For more information on this topic, see section C.1.17 of the
Corporate Governance Annual Report 2023.
Calling and regularity of meetings
The Board of Directors shall meet as often as necessary to effectively perform its duties, provided
this is required in Gestamp’s interest, and at least six times a year with at least one meeting being
held per quarter.
In 2023, the Board of Directors met on 9 occasions. All the meetings were presided over by the
Chairman and the attendance rate was 98.29% given that, for unavoidable personal reasons, Mr
César Cernuda Rego and Mr Gonzalo Urquijo Fernandez de Araoz were unable to attend one of
the meetings. That said, the corresponding proxy and instructions to issue a favourable vote on
their behalf were granted to the Chairman of the Nomination and Compensation Committee, Mr
Alberto Rodríguez Fraile Díaz.

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Executive Chairman of the Board of Directors
Name: Francisco J. Riberas Mera
Position: Executive Chairman
Appointment as Chairman: 3 March 2017 with effect from 24 March 2017
The chairman of the Board of Directors of the Company is elected from among the members of
the Board after a report from the Nomination and Compensation Committee. The Board, after
receiving the report from the Nomination and Compensation Committee, may appoint one vicechairman or more to replace the chairman in the event of absence or incapacity.
Last appointment as Chief Executive Officer: 7 May 2021 with effect from 26 July 2021.
The Board of Directors can permanently delegate its powers to one or more members of theBoard, except for those powers reserved for the Board by Law, the Articles of Association or the
Regulations herein.
The permanent delegation of the Board of Directors' powers and the appointment of the director
or directors vested with the delegated powers shall not be valid unless they receive thefavourable vote of at least two thirds of the members of the Board of Directors. The CEO's
appointment is proposed by the chairman following a report by the Nomination andCompensation Committee.
Duties as Chairman:He has the status of Chairman of the Company and all company bodies that he forms part of,which he permanently represents.

He may also have the status of chief executive of the Company and as such be responsible
for the effective management of the Company's business, always in accordance with thedecisions and criteria established by the General Shareholders' Meeting and Board of
Directors.

He prepares and submits to the Board of Directors a schedule of meeting dates and agendas;
he organises and coordinates regular evaluations of the Board and, where applicable, that of
the chief executive; he exercises leadership of the Board and is accountable for its proper
functioning; he ensures that sufficient time is given to the discussion of strategic issues, andapproves and reviews introductory and knowledge refresher courses for each director, whencircumstances so advise.

He chairs the General Meeting and guides the discussions and deliberations held.



He is responsible for convening and chairing Board meetings, setting the agenda and guiding
discussions and deliberations. He ensures that directors receive enough information in goodtime so as to discuss items on the agenda. He encourages debate and active participation
during the meetings.

Duties as Chief Executive Officer:


The CEO is tasked with effectively representing and steering the Company's business,always in line with the decisions reached and criteria set by the General Shareholders’Meeting and the Board of Directors, within their respective spheres of authority.

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Coordinating Director
Name: Alberto Rodríguez Fraile, Independent Director
Position: Coordinating Director
Appointment: 24 July 2017
Given the Chairman’s status as executive director, following a proposal by the Nomination andCompensation Committee and with the executive directors abstaining, the Board of Directors
appointed a Coordinating Director.
Duties To ask the chairman to call a meeting of the Board of Directors or to include new items on
the agenda of a meeting already called, when deemed appropriate.
 To chair the Board of Directors meeting if the chairman and vice-chairman are absent.
 To keep in contact with investors and shareholders to hear their perspectives in order to form
an opinion about their concerns, particularly those relating to the Company’s corporate
governance.
 To coordinate and meet with non-executive directors to discuss their concerns, andcoordinate the succession plan for the chairman of the Board of Directors, and To lead the periodic evaluation of the chairman of the Board of Directors.
Committees of the Board of Directors
Greater efficiency and transparency in exercising the powers and performing the duties assigned
to the Board of Directors warrant the establishment of committees.
These committees are not only called upon to facilitate decisions of the Board (by assessing thematters in advance), but also to strengthen the principles of objectivity and reflection with which
the Board of Directors must address certain issues. To this end, the Board of Directors has formed
an Audit Committee, a Nomination and Compensation Committee and a Sustainability
Committee. The rules on their composition and functioning are outlined in Article 39 of theRegulations of the Board of Directors, while its duties are set out in Articles 40, 41 and 42 of thesame Regulations.
Audit Committee
Composition and Frequency of Meetings
Below is a description of the composition of the Company's Audit Committee as of the date ofthis Report, stating each member’s position, category and date of appointment as a committee
member.
MemberPosition

Category

Chairwoman

Independent

Mr Javier Rodríguez Pellitero

MemberIndependent

Mr Juan María Riberas Mera

Member

Proprietary

Mr David Vázquez Pascual

Secretary

Non-director

Vice-secretary

Non-director

Ms Ana García Fau

Ms Elena Torregrosa Blanchart

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In 2023, the Audit Committee met on 13 occasions. All the meetings were presided over by the
Chairman, and the attendance rate was 100%.
Nomination and Compensation Committee
Composition and Frequency of Meetings
Below is a description of the composition of the Company's Nomination and Compensation
Committee as of the date of this Report, stating each member’s position, category and date of
appointment as a committee member.
MemberPosition

Category

Mr Alberto Rodríguez-Fraile Díaz

Chairperson

Independent

Mr Pedro Sainz de Baranda Riva

MemberIndependent

Mr Gonzalo Urquijo Fernández de
Araoz

MemberOther external directors

Mr David Vázquez Pascual

Secretary

Non-director

In 2023, the Nomination and Compensation Committee met on 7 occasions. All the meetings
were presided over by the Chairman, and the attendance rate was 100%.
Sustainability Committee
Composition and Frequency of Meetings
Below is a description of the composition of the Company's Sustainability Committee as of thedate of this report, stating for each member the position, category and date of appointment as acommittee member.
MemberPosition

Category

Mr César Cernuda Rego

Chairperson

Independent

Ms Chisato Eiki

Member

Proprietary

Ms Loreto Ordóñez Solís

MemberIndependent

Ms Marieta del Rivero Bermejo

MemberIndependent

Mr David Vázquez Pascual

Secretary

Non-director

Ms Elena Torregrosa Blanchart

Vice-secretary

Non-director

Mr Carlos Franch Jiménez

Deputy Secretary

Non-director

In 2023, the Sustainability Committee met on 7 occasions. All the meetings were presided overby the Chairman, and the attendance rate was 100%.

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Remuneration of the Board
The Remuneration Policy for Directors of the Company approved at the General Shareholders’Meeting held on 9 May 2023 defines the following principles, which guide the remuneration of
directors for holding such position:Adequacy. It must be sufficient to compensate the dedication, qualification andresponsibility of the directors while at no time compromising their independence.

Competitiveness. It must be able to attract and retain the talent of directors, while
also being in line with the market criteria at companies of similar characteristics ata national and international level. To this end, the Nomination and Compensation
Committee will periodically perform a comparative analysis of the remuneration
systems at comparable companies.



Dedication. It should match the dedication and responsibility of each director.



Reasonability. It must be capable of reflecting the Company’s reality and that of thesector in which it operates, as well as the economic situation at any given time.

Proportionality. It must be set considering the remuneration and employment
conditions of the Company, the sector and comparable companies. In addition,
when the remuneration sums for directors’ roles are adjusted, the generaladjustment applied to Gestamp Group employees and, in particular, the Gestamp
Group management team shall also be taken into account. Good governance andtransparency. The Board of Directors shall adopt any measures required to ensure
good governance and transparency in the remuneration received by the Directors
so as to guarantee the trust of investors and shareholders.
Remuneration of directors for undertaking their executive duties shall also be guided by thefollowing principles contained in the Remuneration Policy:
Performance. Performance includes a variable component linked to theachievement of specific targets in line with the Group's strategic goals and thecreation of value to ensure that the directors' interests are aligned with those of theCompany.

Equity. Directors’ remuneration for the performance of executive duties is
proportional to each director’s level of responsibility and experience, always
guaranteeing zero discrimination on the grounds of gender, age, origin, sexual
orientation and identity, religion or race, in accordance with the Board of Directors'
Diversity and Selection Policy.

The remuneration paid to each Gestamp director is also published in the Directors' Remuneration
Report and in section C.1.13 of the Corporate Governance Annual Report.

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Directors' Remuneration (thousands of euros)
Name

Fixed
rem.

D. Francisco
José Riberas
Mera
D. Francisco
López Peña
D. Alberto
RodríguezFraile Díaz
Dña. Ana
García Fau
D. César
Cernuda Rego
D. Pedro Sainz
De Baranda
D. JavierRodríguez
Pellitero
Dña.
Concepción
Del Rivero
Bermejo
D. Gonzalo
UrquijoFernández De
Araoz
D. Norimichi
Hatayama
D. Juan María
Riberas Mera
Dña. Loreto
OrdoñezDña. Chisato
Eiki

Remuneration
Attendance for membershipfees
on board
committees

Salaries

Short-termLong-term
Severance
variablevariable
payments
remuneration remuneration

Other
items*

Total
2022

-

-

-

750

295

-

-

-

1,046 1,045

-

-

-

315

-

3,150

-

12

312

3,477

85

-

40

-

-

-

-

-

110

125

85

-

40

-

-

-

-

-

110

125

85

-

40

-

-

-

-

-

110

125

85

-

20

-

-

-

-

-

95

105

85

-

20

-

-

-

-

-

95

105

85

-

20

-

-

-

-

-

95

105

85

-

20

-

-

-

-

-

95

105

85

-

-

-

-

-

-

-

80

85

85

-

20

-

-

-

-

-

95

105

85

-

20

-

-

-

-

-

95

105

85

-

20

750

-

-

-

-

95

855

-

12

2,433 5,717

935
260
1,815
295
3,150
Total
*Other items refer to remuneration in kind: life insurance premiums and company car.

Average directors' remuneration by gender (thousands of euros)*
2022
2023
Women
98.8
110.0
Men
226.4
586.4
*Average remuneration in 2023 rose significantly due to payment that year of the 2022 Long-Term Incentive to thethen executive director Mr Francisco López Peña. If this effect is removed, the average remuneration for maledirectors is 236..

Senior Management
Senior Management is in charge of the strategic organisation of the Group by disseminating,
implementing and monitoring the business strategy and guidelines.
From an organisational standpoint, Senior Management perform their duties in accordance withthe different geographical markets and operating segments where the Company conducts its
business.
Members of Senior Management as of 31 December 2023:

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Total
2023

ANNUAL REPORT 2023
Individual or company name

Position/s:

Mr Manuel de la Flor Riberas

Managing Director of Human Resources
General Director of the Legal, Tax and Corporate
Governance Department
Director of the Office of Transformation andOrganisation
Chief Financial Officer

Mr David Vázquez Pascual
Ms Patricia Riberas López
Mr Ignacio Mosquera Vázquez

Mr Juan Miguel Barrenechea Izarzugaza Chief Commercial Officer
Mr Javier Ignacio Imaz
Mr Fernando Macias Mendizabal
Mr Manuel López Grandela
Mr Kevin Stobbs
Mr César Pontvianne de la Maza
Mr Juan Carlos Peña Fernández

Corporate Purchasing Director
Corporate Director of Operations and Director of
the Southern Europe Division
General Manager of Mercosur Division
Director of the Asia Division
General Manager of the Business Mechanism Unite(Edscha)Director of Internal Control and Internal Audit

As instructed by the CNMV, Mr Juan Carlos Peña Fernández is included in this list, in her capacity as Director ofInternal Control and Internal Audit, despite not being a member of senior management.

Remuneration of members of Senior Management amounts to EUR 17,712 thousand.
Average Senior Management remuneration by gender (thousands of euros)
2022
Women
183.1
1,610.2
Men
522.9
Other items consist of remuneration in kind: life insurance premiums and company car.

2023

*In 2021, the breakdown by gender was not provided as there was only one woman in Senior Management. The
average remuneration in 2023 increases significantly due to the payment in 2023 of the 2022 Long-Term Incentive.

The remuneration of Gestamp's Senior Management is also published in section C1.14 of the
Corporate Governance Annual Report.

Annual Corporate Governance Report
At its meeting held on 27 February 2024, the Board of Directors approved the Company's Annual
Corporate Governance Report for 2023. In relation to the 57 Recommendations in the Good
Governance Code for Listed Companies that are applicable to the Company, said report showsthat 54 of these Recommendations are met, 2 are partially met and only one is not met.
For more information, see the Gestamp Corporate Governance Annual Report 2023 published on
the Gestamp and CNMV websites.

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Risk management
The identification, evaluation and management of risks has been included in Gestamp's culture
and strategy since its inception and has gained special relevance in recent times with increasingly
changing geopolitical and economic environments.
Risk management, implemented in all businesses and levels of the organization, contributes toreducing, in some cases substantially, the consequences and the probability of occurrence if anyof the events materialize, and even transforming risks into opportunities and source ofcompetitive advantage.
Comprehensive risk management system
Gestamp has a Comprehensive Risk Management System (SIGR) 9to ensure that financial and nonfinancial risks that could affect the achievement of the Group's strategies and objectives are
identified, evaluated and managed systematically and with homogeneous criteria.
Risk management is a process driven by the Board of Directors that helps the company generatevalue in a sustainable way while safeguarding the interests of its stakeholders.
Gestamp has a Risk Management Policy approved by the Board of Directors that applies to allcompanies that make up the Group and covers all risks associated with the activities, processes,
projects and business lines of the Group in all geographical areas. in which it operates.
This policy states 10:••••

The different categories of financial, operational, strategic, reputational andcompliance risks.
The basic principles, guidelines and general framework for action in this matter.
The bodies in charge of ensuring the proper functioning of the internal risk control
and management systems, along with their roles and responsibilities.
The applicable criteria to set the level of risk that is considered acceptable.

The annual risk management process consists of:••••

The review and approval of risk assessment scales: impact, probability and speed ofoccurrence, as well as effectiveness of the controls that mitigate them.
Updating the Corporate Risk Map.
Monitoring of the different indicators defined for measuring risks.
The implementation and monitoring of the global or specific action plans necessary
to respond and maintain risks within the risk levels that are considered acceptable.

In any case, since it is a dynamic system, the aforementioned update includes the incorporationof new risks, as well as the entire subsequent management process that derives from them,
depending on the evolution of the businesses, regulations, good governance recommendations

9

Based on the COSO ERM model standards, ISO 31000 and the good practices mentioned in the Code of Good
Governance of Listed Companies and in the Technical Guide 3/2017 on Audit Committees of Public Interest Entities.
10
More information about the Risk Management System in the Corporate Governance Report.

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ANNUAL REPORT 2023
and others, as is the case of the risks related to the ESG area, which have been reviewed andaligned, in adaptation to the ESG 2025 Strategic Plan, as explained in subsequent sections.

Main Risks
Gestamp carries out its activities in multiple countries, markets and regulatory, political andsocio-economic environments and due to this the company is exposed to strategic, operational,
financial, reputational and compliance risks, which must be mitigated in the most effective way
possible.
During 2023, the risks detected by the company are in line with those of the previous period, also
taking into account the consequences derived from the ongoing international conflicts, whichhave generated an impact for companies and countries around the world.
These factors have led to the reinforcement of internal measures and policies to mitigate thedifferent consequences derived, among others, from price increases and discontinuities in the
supply of raw materials and energy.
Below are some of the main risks identified and the management measures established by thecompany:

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RISKS
Operational risks

MANAGEMENT MEASURES

Ability to adapt to drops involumes: flexibility of
production and absorptionof associated costs.
Uncertainty of sales volume
forecasts.

Gestamp has been working for years on Industry 4.0 and digitalization
projects aimed at making production more flexible and absorbing costs.
Gestamp's Smart Factory model allows us to face market uncertainties,
with a new component assembly concept that makes it possible toadjust the installed production capacity to the real volumes of thedifferent vehicles at all times.
Multiple indicators of maximum sensitivity are also available fordetecting situations of non-immediate adaptation.
Given the impossibility of anticipating events that could substantiallyalter vehicle sales volumes, Gestamp works to try to reduce the impactof this risk on the business.
Among other measures, there are: the optimization of the cost
structure to balance variable and fixed costs, the aforementioned Smart
Factory model for the implementation of flexible production processesor the establishment of binding contractual clauses against drops involumes, where may be possible.

Volatility risks and supply
management

Most steel is purchased through “re-sale” contracts agreed upon
directly by automakers. For the rest of raw material supplies, Gestamp
negotiates with steel suppliers purchase prices aligned with theagreements closed by customers.
Numerous controls are carried out associated with the management of
the logistics chain and daily controls of the stock level in conjunction
with production forecasts.
Gestamp has designed a long-term energy purchase strategy with PPA
contracts (Power Purchase Agreement) with the aim of reducing theimpact of price volatility.

Profitability deviations in theindustrialization andproduction phases of the
projects.

Gestamp has GPCS (Gestamp Product Creation System), a system that
regulates and collects all the procedures to be carried out in the study
and pricing phase of the projects, serving as a repository of all the
documentation of the different parts of the process, including thatassociated with risks. In this system, the different milestones of eachproject, their review points and those responsible are defined. Thissystem is disseminated and implemented globally in the Group.
Additionally, there is a global database that includes the history ofincidents and lessons learned for consultation when preparing each newBusiness Case.
Finally, for each launch and its corresponding Business Case, a deviation
analysis is carried out and they are monitored from a specific corporate
control department.

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Incidents related to thequality of Gestamp products

Gestamp has a global quality management system that is the basis of
the plants' systems, certified by internationally accredited independent
organizations and also audited regularly by both clients and the internal
quality audit team. Additionally, it develops quality standards with thebest practices of the different plants to be implemented in all of them,with a special focus on manufacturing processes, as well as various
computer tools that help with the effective deployment of work
methodologies in the quality environment. typical of the automotive
sector.

Cybersecurity risk and criticalinformation leakImplementation of the strategic cybersecurity plan in the plants anddivisions, with various measures ranging from the reinforcement ofbarriers to access to information, to alert systems for intrusion
attempts, phishing, malware, etc. or ongoing employee awarenessactivities. Update and reinforcement of liquid asset protection
procedures. Classification of information by level of criticality anddesign of adequate protection.

Strategic risks
Political and economic
instability in the various
countries in which Gestamp
operates

Gestamp monitors the geopolitical situation in all the countries in which
it operates to evaluate and incorporate the effects of potential
instability into the Group's forecasts and strategic and operational
decisions and designs mitigating measures in this regard. Likewise,
related factors and indicators are taken into account in the award ofeach new relevant project in countries with significant risk, through ad
hoc reports and are shared in the committees responsible for making
the decisions, as well as their mitigating measures.

Sufficient ESG objectives in
the company's businessmodel and their adequate
achievement.

Gestamp has established a long-term ESG 2025 strategic plan that has
been designed to be in line with the risks identified in the Group and inline with the expectations of the different stakeholders. Governing
bodies and ESG policies have been defined that determine thecompany's governance in this field, as well as multidisciplinary working
groups at both the corporate and divisional levels. Finally, continuous
monitoring activities are carried out.

Difficulty in identifying,
selecting and retaining
trained professionals in linewith an environment oftechnological change andglobal growthGestamp currently has a people management model that allows it toidentify, on a homogeneous and consistent basis, the existing talent in
the organization. This, together with other management tools such as
training and development programs, mobility plans, and compensation
programs, contributes to the development and growth of talent.
Furthermore, based on the Group's strategic priorities, both in terms ofgrowth and development and adoption of new technologies, it allows
planning the talent needs in number and characteristics, for thoseenvironments where it is necessary.

Inadequate definition of thetechnological strategy

Gestamp participates in co-developments with clients and multiple
digitalization and Industry 4.0 initiatives. Additionally, a specifictechnological innovation roadmap has been defined for electric vehicles
and other technologies. The activities are supervised and directed by
the R&D Committee.

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Financial risks
Risks associated withfluctuations in financial
markets, such as exchange
rates or interest rates

Use of interest rate derivative financial instruments.
Additionally, a balance is sought between the combination of fixed andvariable rates in debt. Regular assessment of foreign exchange exposure
by geography and making hedging decisions. Monthly monitoring of its
impacts. Establishment of contractual clauses with third parties forindexation of exchange rate variations.

Compliance risks
Compliance risks associatedwith the various legislation
and regulations to which theGroup is subject.

Continuous monitoring of all regulatory changes that may affectGestamp.
There is a complaints channel with continuous activity and monitoring
and regular reporting to the Group's Audit Committee.
Likewise, the Group has a Criminal Risk Prevention Model, as well as a
Criminal Risk Prevention Manual and the codes and policies associatedwith it, which are approved and reviewed periodically by the Board of
Directors.

More information about 2023 risks in the Corporate Governance Report.

ESG risks
Gestamp is aware that ESG risks are closely linked to the geographical location of its plants andthe complexity of the automotive sector value chain. For this reason, through the ESG 2025
Strategic Plan, it also seeks to contribute to mitigating these risks with a double direction: towards
the company and towards its stakeholders and environment.
During 2023, the Risk Management and the ESG Management have created a matrix that crosses
Gestamp's risks with the areas of the ESG Strategic plan with a double objective: to ensure that
the Risk Map is aligned with the company's new ESG strategy and know the degree of contributionof the different areas of the ESG Plan to the mitigation of the company's risks.

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Level of contribution of the ESG Plan to the top 20 identified risks

After analyzing this matrix, the following conclusions have been obtained:
Firstly, the most mature plan areas, that is, those in which the company has been working for the
longest time, meet their objective of mitigating risks such as the safety and health of workers,
risks related to the quality of the parts supplied or risks of compliance and accountability.
In addition, the plan reinforces areas that mitigate risks related to the environmental, social andethical management of the supply chain or non-alignment with clients' ESG expectations or talentattraction and retention.
And mainly, the plan not only contributes to mitigating risks, but also transforms some of theminto opportunities and competitive advantage, such as alignment with clients' climate change
objectives or introducing the concept of circularity.

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Ethics and Regulatory Compliance

Gestamp is committed to ethics, integrity and transparency in the course of its business. We arealso aware that the decisions and actions of the Group and its employees contribute to building
and maintaining its reputation and impact the confidence that stakeholders have in the Group.
The following are part of the identification process of the company’s main impacts, risks andopportunities in different areas related to Business Conduct:
Ethics, Integrity, Corruption and Bribery

ImpactType

Description-

Damage caused by employees due to breach of the Code of Conduct.

Description

Risks

Economic sanctions, in addition to reputational damage, resulting from possible
internal actions that promote anti-competitive, monopolistic, corrupt or
fraudulent practices.

Opportunities

Reputational improvement due to the implementation of improvements in thecompany's Code of Ethics and Conduct.

Severity

Probability

Magnitude

Probability

Severity

Probability

Magnitude

Probability

Cybersecurity and data privacy

ImpactType

Description-

Greater vulnerability of third-party data privacy and security due to lackof strategic cybersecurity plans.

Description

Risks

Reputational damage and financial penalties resulting from inadequate
implementation of cybersecurity tools and technologies that result in increased
vulnerability to cyberattacks.

LegendSeverity/Magnitude

Probability

Low

Low

MediumMediumHigh

High

N/A Impact considered already existing (real) so it does not haveprobability.

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To adequately manage the IROs identified, Gestamp has established the following objectives
within the ESG 2025 Plan:
Description
Countries with criminal risk prevention
programmes
Roll out of third-party due diligence policy
Implementation of the due diligence inhuman rights programme.

2023 Results

2025 Objectives

40%11+60% of countries

40%10
A preliminary analysis
has been carried out.

+60% of countries
Done

In line with this commitment, Gestamp has a Compliance Department that operates throughdifferent bodies: the Ethics Committee, the Compliance Office and the Regulatory ComplianceUnit. The Compliance Department supports the Board of Directors and, in particular, the Audit
Committee, the supervisory body of the Code of Conduct, the Whistleblowing Hotline and theGroup's internal control programmes.
The Compliance Policy establishes the governance structure of the Compliance Department:
while the Ethics Committee, with the support of the Compliance Office, acts within the scope of
the Code of Ethics and the Whistleblowing Hotline, the Regulatory Compliance Unit is limited todeveloping and monitoring the compliance programmes implemented in the Group.
Additionally, the Sustainability Committee monitors and oversees those aspects related to
Human Rights such as the Policy, which was approved at the end of 2022 by the Board of
Directors.
Code of Conduct
Gestamp has had a Code of Conduct since 2011. This document is the common reference
framework for the ethical and respectful behaviour of the members of the governing bodies andemployees contractually linked with the Group companies or with any of the subsidiaries in which
the parent company holds, directly or indirectly, the status of majority partner.
It contains the Rules of Conduct based on the Corporate Principles and on the Ten Principles of
the UN Global Compact relating to human rights, labour standards, environmental standards andthe fight against corruption.
On 7 May 2018, the Board of Directors of Gestamp Automoción, S.A. approved the current
version of the Code of Conduct in order to adapt and update its content to meet the requirements
arising from the new listed company status of the Group's parent company.
The Code of Conduct can be found on the Group's website and Intranet and is available to both
employees and third parties (suppliers, clients, local communities, etc.) in any of the 18 languages
used by the Group.

In 2023 great efforts have been made in this area, resulting in 70% of the objective set in the ESG Plan
for 2025 being achieved. For more information see the Criminal risk prevention section.
11

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Training
All Group employees and members of the governing bodies must have completed theintroduction course on the Code of Conduct at least once. It also forms part of the induction planfor new employees, where they are given the document and asked to adhere to it. The Code of
Conduct training can be carried out in the following ways:

Online training: through the Gestamp Corporate University.
Face-to-face training: For cases where the employee does not have access to anelectronic device that allows them to carry out said online training.

Bodies involved in the Code of Conduct
Gestamp has the following bodies that, among other functions, ensure compliance with internal
regulations and legislation applicable to the Group, and are involved in the monitoring andcontrol of the Code of Conduct and the Criminal Risk Prevention Model:Board of Directors
The Board of Directors, as the highest supervisory, management and control body of theCompany, has, among others, the duty of approving the Code of Conduct and other generalpolicies related to it, as well as the Compliance Model (including the Criminal Risk Prevention
Model). It also supervises the correct functioning of the Compliance Model with due diligenceand efficiency.
Senior Management
Gestamp's Management, as the first line of defence, must at all times take action toensure that the areas under its responsibility act in accordance with the applicablelegislation and internal regulations, taking responsibility for ensuring that these areas
correctly implement the controls assigned to them, and for following up on the proposedcorrective actions.



Audit Committee
The Board of Directors has delegated the following duties related to ethics and integrityto the Audit Committee:
o Guaranteeing compliance with the Group's Code of Conduct.
o Supervise the Group's whistleblowing hotline.
o Review and propose the Criminal Risk Prevention Model and Criminal Risk
Prevention Manual to the Board of Directors for approval.
The Audit Committee has the continuous support of the Ethics Committee, theCompliance Office and the Regulatory Compliance Unit in order to carry out the tasks inrelation to the aforementioned duties and, for these purposes, said units regularly reportto the Committee within the scope of their competence.



Ethics Committee
The Ethics Committee is a collegiate body with initiative and control powers. Its activity
is supervised by the Audit Committee and consists mainly of:o Promoting the distribution and awareness of the Code of Conduct and enforcing therules and prevention mechanisms in place.
o Establishing and developing any procedures required to accurately and fully comply
with the Code of Conduct and proposing specific measures for the prevention anddetection of breaches.
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ANNUAL REPORT 2023ooDrawing up an annual report on compliance with and development of the Code of
Conduct, which is to be submitted to the Board of Directors and the Audit
Committee.
Providing reparations and assistance to anyone who may be affected by any irregular
activities performed within the company, especially irregularities that have criminal
consequences.

Compliance Office
The Compliance Office reports to the Ethics Committee. Its duties include receiving,
directing, monitoring, appropriately reporting, documenting and investigating, whereappropriate:o Any doubts, issues, enquiries and improvements proposed by employees in relation
to the content of the Code of Conduct and of any document or implementing
regulation.
o Any reports of employees or third parties relating to procedures which could
potentially amount to violations of the Code of Conduct or that may be unlawful.

Regulatory Compliance Unit-

The Regulatory Compliance Unit supports the Audit Committee in tasks relating toregulatory compliance.
Duties related to criminal risk prevention:o Promoting a culture of prevention based on the principle of absolute rejection of
the perpetration of illegal acts and situations of fraud, and on the application of
the principles of ethics and responsible behaviour to the activity of all Gestamp
professionals.
o Ensuring the establishment of the primary policies, procedures, controls andinternal regulations to be implemented within the Group relating to regulatorycompliance.
o Promoting the periodical review of the Criminal Risk Prevention Model and, inparticular, revising the risks to which the Group is exposed and the controls
assigned to mitigate them.
o Monitoring the operation, effectiveness and compliance of the Criminal Risk
Prevention Model.
o Managing and coordinating the tasks of disseminating and providing training in
relation to the Criminal Risk Prevention Protocol.
o Regularly informing the Audit Committee and, if applicable, the Board of
Directors of (i) the risk areas which may affect the Group, (ii) the results ofassessments and monitoring of the Prevention Protocol, (iii) the measures
implemented to control and mitigate criminal risks.
o Working alongside the Compliance Office to investigate any reports filed via theauthorised channels which may incur the criminal liability of the legal person.
o Promoting a culture of third-party risk management, especially with regard to
integrity risk, and compliance with the applicable regulations on internationalsanctions.
o Devising a procedure for third-party evaluation and keeping it up to date.
o Issuing an opinion on third-party risk within the scope of the assessment policy,
in line with internal procedures.

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Whistleblowing Hotline
In order to respond to communications regarding possible breaches of the Code of Conduct andother internal regulations or legislation applicable to the Group, as well as in relation tosuggestions, queries or doubts, Gestamp has a whistleblowing hotline with the following
communication channels, whereby the confidentiality of the process and the rights of the people
who communicate in good faith and of the people reported is guaranteed:

Human Resources Managers (Delegates). It is possible to report through the Delegates,
who report the submitted complaints to the Compliance Office.

Compliance Office mailbox. Corporate email address managed directly by the Compliance
Office.



SpeakUp Line. A complaints channel managed by an external company has been available
since December 2016. Such communication may take place via telephone, web form or
email. It is available at all times in all the languages of the Group. Communications aremanaged through the Compliance Office.
This channel is available to employees and people linked in any way to the Group (employees,
clients, suppliers, collaborators, partners, shareholders and investors and local communities,
among others).
The reports are analysed and investigated as quickly as possible, applying the principles ofconfidentiality, non-retaliation and protection of personal data to all those involved in theinvestigation process, with a focus on the whistleblower and accused party. If an infringement isproven, the corresponding sanction shall be imposed by the competent internal bodies.
During 2023, for the purposes of verifying if the channels of communication comply with Law
2/2023, on whistleblower protection, which incorporates Directive (EU) 2019/1937 into Spanish
Law, a Gap Analysis was conducted with an external company.
Said Law establishes a series of minimum requirements that must be met by the various internal
information channels through which individuals can report, within a work setting, any violationsof EU Law.

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Based on the results of the analysis performed by the external company, an action plan was drawn
up and fulfilled before the end of the year.
The plan included the following actions:-

Corporate Internal Information System Policy: Approved by the Ethics Committee, theAudit Committee and the Board of Directors.

-

Internal Information System Management Procedure: Approved by the Ethics
Committee.

Both documents are available on both the company website and the Group Intranet and can beaccessed by both employees and third parties (suppliers, clients, local communities, etc.) as usersof the channels. The main updates are:- Deadlines are established for receipt, acknowledgement of receipt and investigation.
-

The option of anonymous reporting is established in writing.

The Group is committed to collaborating and cooperating with the authorities and judicial andadministrative bodies in relation to the investigation of alleged criminal acts that may becommitted within the Group.
In 2023, 129 communications were received through the different channels. Except for 3
communications regarding questions of interpretation, the rest referred to alleged breaches ofGestamp’s Code of Conduct.
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Subject Matter

No. ofCases
2021

No. ofCases
2022

No. of
Cases
2023

14

18

13

10

7

11

1

2

2

66

64

73

3

7

8

0

0

0

0

0

0

1

0

0

0

4

8

4

14

5

0

0

0

0

0

2

5

2

0

1

1

2

1

0

0

0

0

3

1

5

Integrity in the workplace:
Health and Safety*
Discrimination and fairtreatment*
Harassment*

Respectful working
environment*
Equal opportunities*
Respect for freedom ofthought and association*
Forced or child labour*

Have facilities and equipment in good condition
available, as well as people who respect the rules andput prevention ahead of anything else.
No discrimination on grounds of race, religion, sex,age, nationality, sexual orientation, gender identity,
marital status or disability.
Physical or verbal conduct of a sexual nature with theaim or result of undermining the dignity of others,
especially when it creates an intimidating, degradingor hostile environment.
Right to be treated fairly and with respect.
One of Gestamp's aims is to create a work
environment in which mutual trust and respect
prevails.
Promote equality in terms of access to employment
and promotion of professionals, as well as respecting
equal pay for equal work.
Recognition of the principles of freedom of associationand freedom of thought for employees.
Avoid any instance of recruiting staff against their willor under threat, including by means of violence or
intimidation, and the employment of any person
under the age at which education stops being
compulsory.

Integrity in the supply chain:
Limitations andincompatibilities
Conflict of interest
Bad practices with
suppliers

Corruption

Political activity

Holding positions in, performing duties for, or acting inrepresentation of competing companies that supply
goods and services is prohibited.
Avoid situations where an employee’s personal
interests may clash with Gestamp’s interests.
All interactions with our suppliers must meet thecompany’s ethical standards.
Corruption or bribery is not accepted. It is forbidden
for any Gestamp employee to negotiate with agovernment or political party official in order to offer
or provide a backhander or reward that favours
decision-making for the benefit of themselves or theGroup.

Gestamp will neither participate in any political activity
nor provide any kind of politically motivated financial0
donation to any country in the world.

Integrity regarding shareholders and business partners:
Reliability of information

Data handling**
Privacy and confidentiality
Control of insider
information

Asset protection

The honest, accurate and objective collection andpresentation of information, whether financial orotherwise.
Gestamp’s technical, operational, commercial andfinancial data is company property, and is therefore
considered confidential and must be safeguarded.
Gestamp is committed to following existing legislationon the protection of personal data.
Commitment to supporting the legitimacy andtransparency of securities markets worldwide by using
information in a discreet and professional manner.
Ensuring the proper use of Gestamp’s assets, including
property, time, confidential information, intellectual
and industrial property rights, company funds andequipment belonging to the company.

Integrity regarding environment and community:

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Environment*

Community commitment*

Commitment to adapting and using the best available
practices for the company’s facilities in order toprotect the environment.
Gestamp is committed to the economic and social
growth of communities, through the creation of stable
employment and working with local actors.

0

0

0

0

1

1

125

129

TOTAL
107
*Subject matter directly or indirectly connected to the human rights of employees.
**No case has been related to financial matters

Taking into account the communication channels used:- 6 communications were received through the delegates.
- 46 were received directly through the Compliance Office by email.
- 77 were received through the Speak Up Line.
At 31 December, 91% of the received communications had been closed. As a result of theinvestigations carried out in response to the reports, appropriate measures have been taken
when deemed necessary, including: Number of dismissals: 8
 Suspension without pay: 1
 Written warnings: 8
Human rights
Gestamp is aware of the industrial community’s responsibility in terms of human rights, not only
through its direct activity but also through all its business relationships. In order to anticipate theapproval of the Sustainability Due Diligence Directive and follow the recommendations of theUnited Nations, ILO and OECD, during 2023 Gestamp has made progress with the implementationof due diligence in Human Rights.
HUMAN RIGHTS POLICY
In 2022, Gestamp updated its Human Rights Policy, which sets out the scope of the company’s
responsibility in this area and the due diligence strategy, ensuring alignment with the European
Union’s upcoming Corporate Sustainability Due Diligence Directive.
The Human Rights Policy was approved by the Board of Directors and applies to all Gestamp
Group employees, as well as subcontractors, suppliers, partners, customers and collaborators, incompliance with the United Nations Guiding Principles on Business and Human Rights. The Policy
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In line with the Code of Conduct, Gestamp’s Human Rights Policy establishes its own due diligenceprocess to identify any real, potential risks of human rights violations that may arise in the courseof Gestamp’s normal activities.
DUE DILIGENCE
The company has a due diligence process for human rights that enables it to:







Define the company’s public commitment in this area through the aforementioned
policy.
Identify and assess any real or potential risks of human rights violations that have an
impact on individuals and/or society.
Prevent and mitigate any impact the company may have on its stakeholders regarding:o Forced labouro Child labour and young workers
o Non-discriminationo Freedom of associationo Occupational Health and Safety
o Community impact
o Establish measures to help remedy or compensate for potential human rights
violations.
o Foster transparency and proper communication in this area.
o Ensure proper monitoring and review of the risks and measures in place.
o Employment and working conditions (salary, work schedule and right to privacy)o Corruption and briberyo Company products and marketing practiceso Supply chain and partner management
Periodically monitor the progress and efficacy of the measures implemented.
Transparently communicate the above points.

Identification of human rights risks
During 2023, Gestamp has analysed its inherent human rights risks based on the probability
according to the geographical areas in which it carries out its activities and the severity based on
their scale, scope and remediation of the different human rights risks in its stakeholders.
From the risk assessment, it is concluded that the inherent human rights risks are determined byits geographical presence and also by its commercial activities with third parties, mainly throughits supply chain.

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Diagnosis of human rights prevention and mitigation measures
Gestamp has launched a questionnaire to plants and corporate departments to assess themeasures implemented and detect new reinforcement measures to minimise the probability andconsequences of human rights risks.
Following the guidelines of the Danish Institute for Human Rights, it is confirmed that thecompany has policies and procedures to respect the human rights of all its stakeholders and thatit establishes measures in those markets where the legislation is laxer.
Given the complexity and globalisation of the industry’s supply chain, many of the potential risks
related to this matter have been identified as stemming from relations with suppliers,
subcontractors and collaborators. Therefore, special controls for human rights have been
incorporated into the Group’s supplier management platform: ESG risk prediction tool, selfcompleted questionnaire for suppliers and templates for identifying conflict minerals. (Further
information: Responsible supply chain management).
Gestamp also has a whistleblowing hotline for employees and people linked in any way to theGroup (employees, clients, suppliers, collaborators, partners, shareholders and investors andlocal communities, among others) which considers matters directly or indirectly related to humanrights. (See Code of Conduct section).
As a result of the diagnosis, Gestamp has identified the need to strengthen some of its humanrights violation protection measures such as:-

Annually update the identification and assessment of real and potential human rights
risks.
- Ensure that the Human Rights policy is transferred to all Human Resources proceduresand processes.
- Prepare a remediation protocol.
Furthermore, Gestamp’s plants in the United Kingdom have a specific internal policy called
Slavery and Human Trafficking Statement to comply with the regulations, of an eminently criminal
nature, existing in the UK (Modern Slavery Act).
Additionally, in its activities in Germany, Gestamp as implemented the Law for due diligence ofthe supply chain (LkSG).
Criminal Risk Prevention
Gestamp’s Criminal Risk Prevention Model aims to analyse and assess the risks arising from thepotential perpetration of offences within the Group, as well as to identify the controls, already
implemented or to be implemented, that are necessary to prevent, detect or mitigate criminal
risks. This model, including the Criminal Risk Map and Criminal Risk Prevention Manual, isregularly revised and updated.
During the 2023 financial year, work continued on updating and improving the Criminal Risk
Prevention Model by extending the scope of evaluation processes for the design andeffectiveness of controls, as well as establishing corrective measures for any shortfalls detected.
In terms of promoting a culture of compliance within Gestamp, training on criminal risk
prevention has continued, adapted to the risk profile for the professional activity of each
employee. Likewise, a notice about the Gift Policy was sent to all employees, which detailed thefundamental aspects of the standard in order to promote greater awareness of it.
Finally, in order to achieve better coordination and supervision of the control framework
established on an international level, work has continued on revising the risks and controls set
locally, with corrective action proposed where necessary.
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Corruption, Fraud and Bribery Prevention
Corruption, fraud and bribery are prevalent in today's society. These illegal activities stunt
economic and social development, undermine the rule of law and, from a business perspective,
are detrimental to the market and corporate reputation.
On 17 December 2018, the Gestamp Board of Directors approved the Anti-Corruption and Fraud
Policy, which expands on the internal regulations regarding corruption, fraud and bribery alreadyestablished in the Code of Conduct. The Policy is applicable to directors, managers and employees
who are contractually bound to the Group's companies, as well as any third parties that liaise with
the Group.
The aim of this Policy is to send a strong and clear message of opposition to all forms ofcorruption, fraud and bribery and to explicitly state our commitment to avoiding said conduct
within the organisation.
To this end, it establishes certain guidelines for action and the rules applicable to the performanceof any business-related activity conducted within the Group in relation to:- corruption- fraud and bribery- gifts and tokens of appreciation- donations or aid- political activity
The Group is also aligned with major international standards on corporate responsibility and anticorruption, including the Tenth Principle of the UN Global Compact, the recommendations of theOrganisation for Economic Co-operation and Development (OECD), the US Foreign Corrupt
Practices Act and the UK Bribery Act, among others.
Corruption, fraud and bribery also form part of the catalogue of risks found in the Group's
Criminal Risk Prevention Model and, therefore, controls designed to prevent them frommaterialising have been introduced. This includes due diligence measures established to identify
and manage the integrity risk associated with certain partners, customers and suppliers that
Gestamp engages with based on its normal operations.
Although the training given on criminal risk prevention has been adapted to the risk profile forthe professional activity of each employee, all participants took the module on the prevention ofcorruption and bribery.
With respect to political activity, the Group does not take part in any activity of this kind, nor doesit show support for, make financial contributions or give donations of any kind to political partiesor their members.

Prevention of money laundering and the financing of terrorism
In accordance with the legislation applicable in the jurisdictions where Gestamp carries out its
usual activities, the Group is not obliged to comply with anti-money laundering and counterterrorism financing legislation.

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Nevertheless, the Criminal Risk Prevention Model includes money laundering and terrorism
financing within the catalogue of risks that the Group is exposed to as a result of its usual activity,
therefore specific measures are in place to prevent them from materialising.
Compliance in terms of Competition
Our Code of Conduct establishes measures aimed at avoiding any conduct that could illegally
restrict free competition in the markets in which Gestamp operates. It does so by forbidding
engagement in secret agreements on prices or terms of sale with competitors, secret agreements
on waiving competition, the submission of sham bids, client sharing and other market
segmentation standards.
Furthermore, the Crime Prevention Model stipulates the analysis, identification and regularassessment of risks linked to the perpetration of offences related to conduct that restricts freecompetition, and also defines effective controls for preventing the possibility of such offences
being committed.
Gestamp has not been involved in any legal proceedings in the last 5 years nor have any fines
been imposed for anti-competitive practices.

Conflicts of Interest
Beyond the Code of Conduct applicable to all employees and persons connected to them, inorder to avoid conflicts of interest, Article 22 of the Board Regulations stipulates that directors
are required to inform the Board of Directors of any circumstances that may lead to a direct orindirect conflict of interest as soon as they become aware of such circumstance.
In any event, each member of the Board of Directors must abstain from attending andparticipating in deliberations and votes (including by means of proxy vote) concerning matters inwhich they or a related party, as defined in the applicable law, have a direct or indirect conflictof interest.
Additionally, directors should abstain from engaging in commercial or professional transactions
that may lead to a conflict of interest, without having first informed and received approval fromthe Board of Directors, which shall request a report from the Audit Committee.
Internal Code of Conduct Concerning Securities Markets
The Internal Code of Conduct Concerning Securities Markets determines the standards ofconduct and action to be followed by those to whom they are addressed, including, but notlimited to, the members of the Board of Directors, senior management, employees or external
advisors who have access to insider information belonging to Gestamp, as well as those involved
in handling, using and disseminating insider information, all for the purpose of fosteringtransparency, protecting the interests of investors with regard to Gestamp securities andavoiding any situation that potentially qualifies as market abuse.

Intellectual and industrial property
The company considers intellectual and industrial property rights, and the implementation of therelated trade secrets and know-how, to be integral to the competitive advantage of our business.

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Therefore, Gestamp focuses its efforts and invests resources in submitting, registering,
maintaining, monitoring and defending our intellectual and industrial property rights.
These intellectual and industrial property rights cover both the technologies, processes andproducts encompassed in Gestamp's core business, as well as those technologies aimed at
optimising and increasing the flexibility and efficiency of processes and the quality of the productsin the area of Industry 4.0.
Many of the technologies and processes that we use stem from the knowledge, experience andskills of our scientific and technical personnel. In some cases, these technologies and processes
are patented and protected through intellectual and industrial property rights, while others areprotected through trade secrets. To protect our trade secrets, know-how, technologies andprocesses, we formalise confidentiality agreements with employees, clients, suppliers,
competitors, contractors, consultants, advisors and collaborators that prevent confidential
information from being disclosed to third parties.
Gestamp protects its pre-existing intellectual and industrial property rights and does not transfer
them to any collaboration partners, clients, suppliers, competitors or third parties. Where
development agreements are formalised, we assert ownership over intellectual and industrial
property rights that may arise in relation to those agreements and which are connected to or
based on company know-how, trade secrets, technology and processes.
As of 31 December 2023, Gestamp has more than 1,300 patents, utility models andcorresponding applications.

Tackling the issue of counterfeit parts
The use of original/authentic parts is a pre-requisite for the proper functioning and maintenanceof vehicles throughout their service life.
Beyond the law’s prohibition of using counterfeit parts, Gestamp is aware of how a counterfeit
component can compromise the integrity of a vehicle in terms of safety and performance.
Gestamp has identified two stages in its manufacturing process in which there is a potential riskof counterfeit parts making their way into the value chain. Although there is a low likelihood of
this happening, the company has established measures to reduce the risk to a minimum:-

Acquisition of counterfeit parts in the purchasing process: as a first class supplier, mostof the goods acquired by the company are materials; nevertheless, where a final productis acquired, suppliers must guarantee that there is no risk of selling counterfeit products
to Gestamp.
- Withdrawal of defective parts: the company takes care to ensure that non-compliant
products that are not undergoing checks or repairs—and therefore must be discarded—
are rendered unusable prior to disposal, to prevent their potential return to the supply
chain as a counterfeit part.
Gestamp has built and maintains quality management systems that have the international
certifications required by customers, above all the IATF 16949 standard. These management
systems aid Gestamp’s continuous improvement by focusing on the customer and promoting
safe, sustainable prevention through detection, resulting in fewer defects and less waste in the
supply chain.
The aim is to bring the whole of the company’s manufacturing activity in line with the quality
expectations of customers and with international standards, to ensure the maximum quality and182© Gestamp 2023

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efficiency of manufacturing processes, and to comply with customers’ specifications throughout
these processes until the delivery of the final product.
Personal Data Protection
Gestamp is committed to the protection of personal data. Therefore, within the Group we areconstantly adapting and boosting our resources to comply with the personal data protection
legislation in force in the regions where Gestamp operates and/or carries out personal dataprocessing activities.
In this regard, Gestamp has a Data Protection Policy aligned with the General Data Protection
Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR),
which sets out guarantees and principles, as well as the main obligations and rights in terms of
personal data protection at Gestamp Group companies. This Data Protection Policy is the coreof Gestamp Group’s commitment to the protection of the fundamental rights and freedoms ofnatural persons and, in particular, their right to personal data protection.
Gestamp continually strives to implement any and all mechanisms that are required in order toensure that personal data remain secure and to prevent tampering, loss, or unauthorised
processing or access, even in regions that are beyond the scope of application of this GDPR, by
adapting the Data Protection Policy to local laws. As such, Gestamp Group standards are applied
across all regions in which we operate, are present and/or conduct personal data processing
activities. Since these standards are based on the GDPR, in several regions they are stricter thannational regulations.
Moreover, the Group has conducted a risk assessment of the corporate applications that process
personal data, to evaluate the security measures implemented, and it has developed a procedure
for the execution of privacy impact assessments (PIA) that determines the level of risk entailed
whenever data are processed with a view to establishing the most appropriate control measures
to limit this risk.
Furthermore, the training of our employees is crucial to the success of any new project.
Therefore, to ensure compliance with and implementation of the GDPR, the Group has offeredface-to-face training sessions for certain corporate services employees who regularly work withpersonal data, thus providing them with theoretical and practical information about how to apply
the GDPR. In addition, there is an online data protection training course available to employees
free of charge and accessible at any time.

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Cybersecurity
Gestamp’s cybersecurity governance programme is built on the need to protect company dataand safeguard the supply chain and business continuity processes.
Strategy
One of the major current challenges for Gestamp is cybersecurity, which is why its Strategic
Cybersecurity Plan has been designed around risk management and is regularly revised in linewith international standards and best practices. This includes projects and initiatives to facilitate
adapting to new demands.
Gestamp strives to maintain is competitiveness by having a well-defined and informed strategy,
with clear objectives that enhance surveillance, protection and resilience. It has 24/7 incident
response support and monitoring services, with qualified staff overseeing the execution of thetasks and various initiatives, who are supported by specialist technical teams, tools and processes
for both physical and logical security implemented in all its plants worldwide.
Management Model and Certifications
The policies and strategy for cybersecurity at the company are set out by the IT department incooperation with the company’s business units, aligning the programme with business objectives.
Gestamp boasts:


Joint efforts with major suppliers and relevant companies experienced in cybersecurity,
who support Gestamp in the development and implementation of strategy with solutions
adapted to the company’s needs, in order to ensure the level of protection needed toaddress growing cyber threats and devise an effective response to potential
cybersecurity incidents.

A body of cybersecurity under constant development, designed according to the bestpractices, standards and regulations in this area, which serves to optimise security
capabilities, especially in terms of protecting assets, infrastructure and industrial systems.



Awareness-raising and training in cybersecurity, through regular campaigns with relevant
topics on the subject, applicable to all the company’s employees, thus strengthening theinternal culture of cybersecurity.

A programme of initiatives for optimising processes and implementing technology andsecurity solutions, for IT and OT environments that will help to boost e-skills within thecompany.

Constant progress in terms of resilience, incorporating regular response simulation
exercises for incidents of cybersecurity, audits and threat exposure tests on the mostcritical business processes.

At Gestamp, our operational model and business continuity processes have been IATF certified,
while our plants hold TISAX / VDA ISA certificates that ensure compliance with the best
cybersecurity practices. Similarly, our partnerships with critical suppliers require specificcertifications such as ISO 27001 to support Gestamp in its cybersecurity needs.

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Actions in 2023
The new demands of the connected industry and digitalisation triggered several initiatives in
2023. The most noteworthy initiatives include:










Strengthening the capabilities within the Cybersecurity Governance, Risk and Complianceoffice.
Adjusting standards and policies within the organisation.
Implementation of security certifications to ensure best practices and cybersecurity
requirements are met.
Developing and fostering a culture of cybersecurity.
Standardisation of the infrastructure supporting the business.
Optimising cybersecurity training and education programmes for all company employees.
Updating tools and mechanisms to strengthen resilience capacity.
Enhancing the capabilities of the Cybersecurity Operations Centre, optimising incident
response and threat detection processes.
Introduction of new tools and technologies to accompany the business strategy.



185© Gestamp 2023

ANNUAL REPORT 2023

ANNEXES
1. Tables and additional information
2. About this report
3. Double materiality
4. Index of contents
5. GRI Standards Indicators
6. SASB indicators
7. UN Global Compact
8. Companies of the Group
9. Opex Table
10. Report on Independent Review

186© Gestamp 2023

ANNUAL REPORT 2023

Tables and additional information
Below are some of the data tables from the Talent chapter:(I) Distribution of employees by type of contract and country

Country

Total direct Open
employees Ended

Total
external
Internships employees

Fixed Term

Apprentice
ship

9
54

11
60

1
19

738
432
7
361

2

3
3
4
11

Argentina
BrazilBulgaria
China
Czech Republic
FranceGermany
Hungary
India
Japan
MexicoMoroccoPolandPortugal
Romania
Russian Fed.
Slovakia
South Korea
Spain
SwedenTaiwanThailandTurkeyUnitedKingdom
USA

922
5,127
204
5,288
1,555
1,602
3,986
497
1,007
107
3,502
277
1,181
1,167
794
222
433
171
6,104
249
15
11
3,841

901
4,994
204
4,545
1,120
1,550
3,469
497
924
105
3,223
112
772
985
794
217
283
169
5,667
237
15
11
3,841

1,844

1,791

4

48

4,156

4,140

4

Total Gestamp
Total 2022

44,262
42,67040,566
39,248

3,083
2,966

55
2
279
46
376
172
5
150
2
375
12

Total direct
andexternal
employees

31
285

922
5,251
217
6,943
1,806
1,811
4,176
497
1,584
157
3,526
320
1,382
1,425
838
228
491
243
6,353
259
15
42
4,126

1

456

2,300

5

7

698

4,854

436
381

177
75

5,504
5,223

49,76647,893

41
145
28

28
33

91
10

35

27

-

124
13
1,655
251
209
190
577
50
24
43
201
258
44
6
58
72
249
10

The table includes the average workforce of the whole Group, 100% of companies considered187© Gestamp 2023

ANNUAL REPORT 2023

(II)

Number of permanent staff by type of contract and type of labour*

2023
Type of contract

Direct labour(DL)

Indirect labour(IL)

Regular labour(RL)

Total 2023

Open Ended (FT)

16,671

13,605

9,287

39,563

Open Ended (PT)

142

82

164

388

Fixed Term (FT)

1,819

642

316

2,777

Fixed Term (PT)

467

68

45

579

Apprenticeship (FT)

96

303

68

467

Apprenticeship (PT)

1

2

9

12

Internships (FT)

23

11

56

91

Internships (PT)

2

1

11

15

19,221

14,716

9,956

43,893

Type of contract

Direct labour(DL)

Indirect labour(IL)

Regular labour(RL)

Total 2023

Open Ended (FT)

16,044

12,936

8,778

37,759Open Ended (PT)

154

87

160

401

Fixed Term (FT)

1,523

689

285

2,497

Fixed Term (PT)

434

75

35

544

Apprenticeship (FT)

11

243

59

313

Apprenticeship (PT)

0

15

4

19

Internships (FT)

2

13

53

68

Internships (PT)

1

5

10

15

18,17014,0629.383

41,616

Total 2023

2022

Total 2023

*The table includes the average workforce of the whole Group, 100% of companies considered.
The information presented relates to 2022 and 2023
FT: Full-time hours
PT: Part-time hours

188© Gestamp 2023

ANNUAL REPORT 2023

(III) Number of permanent staff by type of contract, age and gender*
2023
Type of contract

<36

36-55

>55

Men Women

Open Ended (FT)Open Ended (PT)Total Open Ended
Fixed Term (FT)
Fixed Term (PT)Total Fixed Term
Apprenticeship (FT)
Apprenticeship (PT)Total Apprenticeship
Internships (FT)Internships (PT)Total InternshipTotal 2023

12,328 18,112 3,569 27,805
67
221
93
190
12,395 18,333 3,661 27,995
1,610
956
118 1,854
306
122
151
416
1,916 1,078 269 2,270
361
5
303
12
9
373
5
313
68
0
42
14
1
9
82
1
51
14,766 19,417 3,931 30,630

Total

6,203
190
6,393
830
164
994
63
3
65
26
6
32
7,484

34,009380
34,389
2,685
579
3,264
366
12
378
68
15
83
38,114Type
working day

<36

36-55

>55

Men

Women

Total
2023

Full TimePart Time
Total 2023

14,367399
14,766

19,074344
19,417

3,687
244
3,931

30,005624
30,630

7,122
363
7,484

37,127987
38,1142022
Type of contract
Open Ended (FT)Open Ended (PT)Total Open Ended
Fixed Term (FT)
Fixed Term (PT)Total Fixed Term
Apprenticeship (FT)
Apprenticeship (PT)Total Apprenticeship
Internships (FT)Internships (PT)Total InternshipTotal 2022

Type
working day
Full TimePart Time<36 36-55 >55 Men Women
11,999 17,224 3,391 26,820 5,795
76
226
94
193
204
12,075 17,450 3,486 27,012 5,999
1,408
834
117 1,688
672
172
76
163
301
110
1,581
910
280 1,989
782
308
5
252
61
19
18
1
327
5
269
62
67
1
0
50
18
14
1
10
6
81
2
0
60
24
14,064 18,367 3,765 29,330
6,866

Total
32,614397
33,011
2,359
411
2,771
313
19
331
68
15
83
36,196

<36

36-55

>55

Men

Women

13,783281
14,06418,064303
18,367

3,507
258
3,765

28,809521
29,330

6,545
321
6,866

Total
2022
35,354842
36,196

Total 2023
* The tables include the average workforce of the companies that are covered by the corporate IT system,
which comprises all the regions with the most significant countries where Gestamp has total management
control, the scope is 87% of companies.
The information presented relates to 2022 and 2023
FT: Full-time hours
189© Gestamp 2023

ANNUAL REPORT 2023
PT: Part-time hours(IV) Turnover rate (total and voluntary) and number of redundancies by gender, age andregion*Voluntary turnover rate (VTR) and number of voluntary redundancies:
Country2022 Vol.
2023 Vol.
VTR 2022 (%)
VTR 2023 (%)
Redundancies
Redundancies
Argentina
24
17
2.9%
1.9%
Brazil
241
247
5.5%
4.9%
Bulgaria
30
47
17.1%
23.0%
China
878
928
22.5%
20.4%
Czech Republic
200
150
16.2%
13.4%
France
88
102
5.7%
6.6%
Germany
202
195
5.8%
5.6%
Hungary
124
98
25.0%
19.7%
India
139
132
16.4%
14.3%
Japan
11
8
13.5%
7.6%
Mexico
460
411
16.0%
12.8%
Morocco
15
0.0%
13.4%
Poland
76
32
9.7%
4.1%
Portugal
96
48
9.7%
4.9%
Romania
95
86
23.6%
10.8%
Russian Fed.
42
13
10.5%
6.0%
Slovakia
17
21
6.5%
7.4%
South Korea
35
28
19.8%
16.6%
Spain
154
157
2.9%
2.8%
Sweden
28
18
12.1%
7.6%
Taiwan2
0.0%
13.3%
Thailand
0
0
0.0%
0.0%
Turkey
292
931
7.9%
24.2%
United Kingdom
211
160
11.5%
8.9%
USA
1,799
1,109
44.8%
26.8%
Total Gestamp
5,242
4,955
13.7%
12.2%
100% Scope of the consolidation perimeter. Voluntary turnover rate for employees with indefinite-term
contracts.

Total turnover rate and number of redundancies:
No. of% Total turnoverNo. of% Total turnoverredundancies 2022
2022
redundancies 2023
2023
Asia
1,349
26.8%
1,361
23.6%
Eastern Europe
1,477
19.8%
915
12.1%
North America
3,380
49.0%
2,686
37.6%
South America
780
14.9%
870
15.0%
Western Europe
1,262
9.4%
945
6.9%
Total Gestamp
8,248
21.7%
6,777
17.0%
100% Scope of the consolidation perimeter. The total turnover rate is calculated as the percentage ofredundancies for the average workforce of each company. This has been calculated for permanent
personnel.
Region190© Gestamp 2023

ANNUAL REPORT 2023

2022

2023

No. of redundancies No. of redundancies No. of redundancies No. of redundancies
2022
2022
2023
2023
Asia
<36
36-55
>55
Eastern Europe
<36
36-55
>55
North America
<36
36-55
>55
South America
<36
36-55
>55
Western Europe
<36
36-55
>55
Total
<36
36-55
>55

Women

Men

Women

Men

Women

Men

Women

Men

178
122
55
1
121
46
58
17
1,025
622
355
48
118
68
50
236
95
91
50
1,678
953
609
116

1,159
831
312
16
405
229
150
26
2,355
1,292
881
182
662
367
274
21
1,022
297
355
370
5,603
3,016
1,972
615

25.1%
38.9%
14.0%
19.9%
15.7%
18.5%
13.0%
21.8%
60.2%
76.2%
48.3%
31.8%
16.9%
20.2%
14.1%
0.0%
11.2%
21.2%
6.5%
19.2%
28.0%
44.0%
18.3%
23.1%

27.3%
34.3%
17.8%
22.9%
23.4%
29.6%
18.4%
18.1%
45.3%
52.3%
39.5%
36.8%
14.6%
18.6%
11.5%
12.7%
9.1%
13.2%
5.1%
17.5%
20.8%
30.5%
14.0%
20.6%

157
108
47
2
79
26
39
14
769
450
288
31
114
61
53
182
63
85
34
1,301
708
512
81

1,201
887
308
6
188
108
67
13
1,917
1,073
735
109
756
434
313
9
755
273
300
182
4,817
2,775
1,723
319

18.9%
29.1%
10.4%
38.8%
11.1%
11.5%
9.4%
19.5%
41.3%
49.9%
36.0%
19.4%
14.6%
17.1%
12.8%
0.0%
8.3%
13.5%
5.8%
12.1%
20.4%
30.5%
14.5%
15.4%

24.9%
33.2%
14.8%
9.0%
12.6%
18.7%
8.6%
9.8%
36.2%
43.8%
31.6%
21.1%
15.0%
19.8%
11.8%
4.8%
6.7%
12.5%
4.3%
8.2%
17.2%
27.6%
11.7%
10.2%

The scope is 87% of the Group companies.
The total turnover rate is calculated as the percentage of redundancies for the average workforce ofeach company. This has been calculated for permanent personnel.

191© Gestamp 2023

ANNUAL REPORT 2023

(V)

Registrations by gender, age and country*

Country

FemaleN%

N

Argentina
BrazilChina
Czech Republic
FranceGermany
India
Japan
MexicoPolandPortugal
Russian Fed.
Slovakia
South Korea
Spain
SwedenTaiwanUnited Kingdom
USA
Total Gestamp

20
242
440
137
52
54
22
5
795
71
69
8
51

26%
30%
43%
22%
17%
13%
35%
33%
76%
25%
15%
10%
31%
0%
29%
36%
0%
26%
79%
36%

79
1,219
2,359
282
148
255
144
15
1,241
178
81
10
65
35
974
30
2
211
1,876
9,204

323
16
55
796
3,156

%

Male

%

Total
2022

%

N

% Female %
%

N

%

9%
99
12%
19
29% 1,461 30% 206
64% 2,799 57% 357
19% 419 29% 251
9%200 12%
44
6%
309
8%
120
17% 166 19%
59
18%
20
22%
4
40% 2,036 62% 780
16% 249 21%27
6%150 12%
50
2%
18
8%
2
19% 116 29%
57
20%
35
19%
17% 1,297 22% 336
12%
46
19%
13
12%
2
11%
11% 266 15%55
47% 2,672 65% 556
23% 12,360 29% 2,936

24%
26%
35%
40%
15%
29%
94%
27%
75%
9%
11%
3%
34%
0%
30%
29%
0%
26%
55%
33%

Male

%

Total
2023

%

N

%

N

%

73
9%
92
10%
1,065 25% 1,271 25%
1,536 36% 1,893 36%
275 30% 526 34%
137 11% 181 11%
448 13% 568 14%
194 21% 254 25%
26 28%
30
28%
1,293 53% 2,074 59%
163 18% 190 16%
55
8%
105
9%
1
1%
3
1%
87 33% 144 33%
6
4%
6
4%
714 14% 1,050 17%
28 14%
41
17%
0%
0%
193 12% 248 13%
1,444 46% 2,001 48%
7,738 22% 10,680 24%*The percentages in the table represent the proportion of new hires compared to the total workforce in this group of
employees.

The tables include the average workforce of the companies that are covered by the corporate IT system,
which comprises all the regions with the most significant countries where Gestamp has total management
control, the scope is 87% of the Group companies.

Year 2022
36-55
>55

<36
Total
Registratio
ns

Total

N

%

N

%

N

%

8,189

47%

3,876

18%

295

7%

N

Year 2023
36-55
>55

<36
%

N

12,360 29% 7,047

%
40%

N

Total

%

N

%

N

%

3,334 15%299

7%

10,68024%*The percentages in the table represent the proportion of new hires compared to the total workforce in thisgroup of employees.
The total number of new hires in 2023 represents 24% of the Group's workforce. In countries such as Mexicoand the USA, the number of new hires during the year represents 59% and 48%, respectively, of the Group's
workforce in these countries. In addition to this volume of hires, in 2023, the number of vacancies covered
internally amounted to 51% of the total number of internal and external hires.

192© Gestamp 2023

ANNUAL REPORT 2023

(VI)

Layoffs by gender, age and professional classification*
2023

<36
36-55
>55
Total 2023
Total 2022

Total 2023

Total 2022

1061

1,381

1,421

204

631

835

854

20

90

110

141

DirectLabourIndirectLabourRegularLabour

Women

Men

947

351

83

320

425

293

117

44

43

23

1,416

687

223

544
1,782
2,326
2,416
1,571
629
216
582
1,834
*Employee layoffs of the companies that are covered by the corporate IT system (87% of companies)
which comprises all the regions with the most significant countries where Gestamp has total management
control.

193© Gestamp 2023

ANNUAL REPORT 2023
(VII)

Total Hours worked and Absenteeism Hours by Country

100% Scope of the consolidation perimeter. The total Absenteeism Hours does not include leave (permitted andCountry

Argentina
BrazilBulgaria
China
Czech Republic
FranceGermany
Hungary
India
Japan
MexicoMoroccoPolandPortugal
Romania
Russian Fed.
Slovakia
South Korea
Spain
SwedenTaiwanThailandTurkeyUnited Kingdom
USA
Total Gestamp

Plannedworking hours
2023

Abs. hours
2023

Abs. (%) 2023

1,649,227
9,427,395

73,572
314,392

4.5%
3.3%

346,857
9,075,506
2,260,533
2,715,260

24,538
134,928
192,294
179,952

7.1%
1.5%
8.5%
6.6%

6,330,776
831,245

632,552
64,38610.0%
7.7%

2,176,160
120,330
8,231,712
651,066

77,751
1,030
234,700
34,396

3.6%
0.9%
2.9%
5.3%

2,142,071
2,151,334

147,643
144,695

6.9%
6.7%

992,812357,397

29,280
8,568

2.9%
2.4%

798,007334,900
8,951,966
414,185

51,961
22
634,595
20,608

6.5%
0.0%
7.1%
5.0%

29,16020,4968,566,904
3,059,998
7,377,743
79,013,041

00245,694
127,227
102,508
3,477,290

0.0%
0.0%
2.9%
4.2%
1.4%
4.4%

Plannedworking hours
2022

Abs. hours
2022

Abs. (%)
2022

1,611,035
8,527,580
317,671
7,787,016
2,431,210

82,666366,40721,224
126,936
247,439

5.1%
4.3%
6.7%
1.6%
10.2%

2,733,523
6,387,487
844,566
2,132,054
96,987
7,714,883

225,718
667,117
82,09475,231
363
243,349

8.3%
10.4%
9.7%
3.5%
0.4%
3.2%

0
2,024,391
2,246,209
817,370
663,377
684,0070
170,138
139,208
22,49023,26838,290

0.0%
8.4%
6.2%
2.8%
3.5%
5.6%

289,175
8,870,880
451,937
29,791
19,232
7,727,740
3,158,056
7,372,266
74,938,444

66
652,900
19,104648
0242,651
138,970
150,8083,737,085

0.0%
7.4%
4.2%
2.2%
0.0%
3.1%
4.4%
2.0%
5.0%

excused absences), strikes or trade union hours. The absenteeism rate is a ratio of the total absenteeism hours of thegroup to the total planned working hours.

194© Gestamp 2023

ANNUAL REPORT 2023
(VIII)
RegionAsia
EasternEuropeNorth
AmericaSouth
America
WesternEuropeTotal
Gestamp

Personnel profile (2023)

No.
6,599

%
15%

No.
1,124

%
12.8%

No.
5,475

%
15.4%

No.
824

%
17.4%

Indefinite-term
contract
No.
%
5,769
14.2%

8,727

20%

2,158

24.6%

6,569

18.5%

1,083

22.9%

7,728

19.1%

36

5.9%

151

0,3%

1,575

11.2%

7,658

17%

2,044

23.3%

5,614

15.8%

945

20.0%

7,363

18.2%

12

2.0%

17

0,0%

815

5.8%

6,049

14%

874

10.0%

5,175

14.6%

908

19.2%

5,895

14.5%

91

14.8%

283

0,6%

1,728

12.2%

15,229

34%

2,572

29.3%

12,657

35.7%

963

20.4%

13,811

34.0%

441

71.9%

477

1,1%

8,536

60.5%

44,262

100%

8,772

19.8%

35,490

80.2%

4,723

10.7%

40,566

91.6%

613

1.4%

952

2,2%

14,114

31.9%

Total Employees

Women

Men

< 25 years old

Professional
youth training
No.
%
33
5.4%

No.
24

%
0,1%

At the company >10 years
No.
%
1,460
10.3%

Disability

100% Scope of the consolidation perimeter. Workforce at 31 December each year shown in the above chart.

195© Gestamp 2023

ANNUAL REPORT 2023

Polices and other rules of the GroupThe company's Sustainable Management Model is supported by the Group's main Policies andStandards, published on the Gestamp website in several languages and communicated in somecases to all employees in their local language.


Code of Conduct

ESG PolicySocial Action PolicyEnvironmental PolicyHealth and Safety Policy

Human Rights PolicyConflict Minerals Policy
Purchasing Policy

ESG Requirements for suppliers

Selection and Training PolicyAnti-Corruption and Anti-Fraud PolicyData Protection PolicyTax Strategy

Quality PolicyInnovation PolicyInnovation Vision & Strategy

General Information Security PolicyCompliance Policy

Third Party Due Diligence Policy.

Políticas y Normativas de Órganos de Gobierno:o Company By-Laws
o Regulations of the Board of Directors
o Regulations of the General Shareholders’ Meetingo Corporate Governance Policy
o Selection and Diversity Policy of the Board of Directors
o Directors’ Remuneration Policy
o Dividend Policy
o Code of Conduct in the Securities Markets
o Policy on communication and contact with shareholders

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About this report
Scope and coverage
This Annual Report refers to Gestamp's performance regarding sustainability for the period from
1 January to 31 December 2023. The content has been prepared in order to constitute the 2023
Non-Financial Information Statement and applies to all of the Group's activities in the regions inwhich it carries out its activity.
Furthermore, it includes the description of the contribution of Gestamp to achieving the
Sustainable Development Goals (SDGs) and the yearly progress of the company in implementing
the Ten Principles of the United Nations Global Compact in the areas of human rights, labour,
environment and anti-corruption.
For the preparation of this report, the company has different corporate systems for collecting
information, and a specific platform for reporting non-financial information that allows it toautomatically collect the information necessary to comply with the requirements of Law 11/2018
and the GRI and SASB standards. These systems, in addition to exercising the functions of internal
control of the information, facilitate the verification data, allow for the correction of possible
errors, facilitate the ordering and consolidation of the information and allow for the storage ofhistorical data.
In the event of limitations regarding scope, coverage, consolidation perimeter changes or otherinformation restrictions, the appropriate specifications have been either made throughout thechapters or in the indicator tables contained in the Annexes section or in footnotes. An
explanation of the perimeter considered for each analysis area is included below:

197© Gestamp 2023

ANNUAL REPORT 2023
Areas of the report- Economic / financial- Human Resources- Training- Code of Conduct- Social Action- Remuneration

Perimeter
considered

Coverage of the Comments
perimeter for theannual accounts
Same perimeter as
consolidated annual
accounts.

176 managementcompanies

100%

164 managementcompanies

85.9% ofemployees.

- Environment

100 managementcompanies- Energy efficiency

47 managementcompanies

85% of plants outof total production
plants43%
of
total
production plants- Health and Safety

110 managementcompanies

92.7% of total
production plants.

- Purchasing

127 managementcompanies- Quality

100 managementcompanies

72%
of
total
managementcompanies
87%
of
total
production plants.

total

Since Gestamp is not
responsible
fortheManagementofCompensation, Joint Ventures
are excluded from thecalculation, as is Russia due tothe geopolitical situation.
Interns, apprentices, external
employees and agencies arealso excluded.
The plants over which
Gestamp has operational
control are considered.
Plants are gradually being
incorporated
intothemanagement perimeter.
The health and safety systemcovers almost all production
plants.
Edscha, Hardtech, Beyçelik
and Rumania plants are
excluded.
Includes all production plants
except for Edscha and Joint
Ventures.

Furthermore, Gestamp uses other reports to provide more specific information on particularmatters:
 Report on the consolidated Financial Statements of Gestamp Automoción S.A. for thefinancial year ending on 31 December 2023.
 Annual Corporate Governance Report.
 Annual Report on the Remuneration of Directors.
All of the foregoing was published by the Spanish National Securities Market Commission (CNMV)
on 27 February 2023.
The non-financial information included in this 2023 report does not include Gescrap's perimeteras the data collection systems were not ready to be integrated. Gescrap's non-financial
information is expected to be consolidated with that of Gestamp by 2024.

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ANNUAL REPORT 2023
International standard
The process of preparing this Annual Report has taken as a reference the Global Reporting
Initiative (GRI) international standard for those requirements considered relevant to thebusiness, as well as information in accordance with the SASB (Sustainability AccountingStandards Board) reporting standards relating to the sector: Transportation - Auto Parts
industry.
Independent review
In order to strengthen the veracity and precision of the information set out in the report,
regarding compliance with Law 11/2018 on non-financial information and diversity, thisinformation was independently reviewed by Ernst & Young according to:­ The Action Guide on Corporate Responsibility Report Reviews issued by the ICJCE(Spanish Institute of Certified Public Accountants).
­ The ISAE 3000 Standard: Assurance Engagements Other than Audits or Reviews ofHistorical Financial Information issued by the International Auditing and AssuranceStandard Board (IAASB) of the International Federation of Accountants (IFAC), withlimited assurance.
Furthermore, the Annual Financial Statements of Gestamp S.A. and subsidiary companies areaudited each year by external independent companies pursuant to current legislation.

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ANNUAL REPORT 2023

Double Materiality Methodology
Double materiality analysis follows a methodology which identifies, on the one hand, theenvironmental and social impacts of the company's activities (inside-out perspective) and, on theother, the primary risks and opportunities arising for the company as a result of that interaction(outside-in perspective). On this basis, Gestamp is able to identify the aspects that it should
prioritise and those that should serve to underpin its ESG strategy and governance model.
The analysis conducted during the 2023 reporting period was divided into 3 phases:– Phase 1 - Context analysis and understanding of Gestamp's value chain.
– Phase 2 - Identification of topics, sub-topics and material IROs.
– Phase 3 - Assessment and weighting of material IROs.
This analysis will be reviewed annually and updated at least every two years. These times are
pending review based on the new regulations and applicable standards.
Phase 1 - Context analysis and understanding of Gestamp's value chain.
A context analysis has been conducted to identify and develop a clearer understanding of
Gestamp's business activities, based on internal and external sources:
Internal sources:- 2022 Materiality analysis.
- Gestamp's 2022 Annual Report.
- ESG Risk Map.
- Analysis of Climate Change Risks andOpportunities.
- Other information identified as relevant
by business units.

External sources:- Relevant sector-based reports- Information about competitors in the
public domain.
- Standards/recommendations: SASB, GRI,
TCFD, WEF, EFRAG,- ESG Analysts: MSCI, S&P, Sustainalytics,
Ecovadis, FTSE.
- Regulations and recommendations ofregulators: EU Taxonomy, CNMV, etc.

Phase 2 - Identification of topics, sub-topics and material IROs.
1) For the purpose of classifying the Impacts, Risks and Opportunities (IROs) that will be identified
and assessed, first of all the topics identified on a preliminary basis as being the most relevant
have been listed for ease of understanding and in the interests of facilitating analysis. As such,the new EFRAG Standards of the CSRD and all resources identified during the context analysis
have been taken into consideration.
2) The identified material topics are divided into more specific sub-topics which increase
granularity and show how the topics correspond to the company's activities.
3) Finally, a preliminary list of approximately 100 impacts, risks and opportunities related toevery sub-topic and material topic have been identified. Prioritised according to relevance,
only those considered to be the most relevant have subsequently been assessed. All thesources consulted during the context analysis have been used to this end.
• Impact: The effect that the entity's processes, activities, products, services and relations
have on people or the environment over time. The effect may be:200© Gestamp 2023

ANNUAL REPORT 2023
oCurrent or potential, depending on whether it is happening at the present time or
may happen in the future.

oPositive or negative.

• Risk: Any uncertain environmental, social or governance-related events or conditions
which, should they occur, may have a material negative impact on the company's businessmodel and strategy.
• Opportunity: Any uncertain environmental, social or governance-related events orconditions which, should they occur, may have a material positive impact on the company's
business model and strategy.
Phase 3 - Assessment and weighting of material IROs.
Gestamp has involved its four principal stakeholder groups in the assessment of IROs. Information
has been gathered via surveys, including questions on topics and sub-topics for employees andassociations, as well as special surveys on IROs for relevant departments (representing customers
and suppliers and providing their business vision). A trend analysis conducted for regulatory
bodies and the financial community has also identified the topics that they currently prioritise.

On the basis of the results, the IROs have been assessed in their respective material topics andsub-topics, according to the following criteria:

Scale: magnitude of IRO if it occurs.



Scope: Indicates the level of impact on population and geographic area.

Likelihood: Indicates the probability of the IROs occurring.



Remediability: difficulty of “repairing” or offsetting a negative impact.

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The primary material aspects in terms of IRO are assessed according to a double materiality matrix
produced on the basis of the above. The results are set out in detail in the chapter entitled"Double Materiality Analysis" and details of the IRO assessment are outlined in the various
chapters of the contents of the Non-Financial Information:
•
•
•
•

•
•
•

Path to neutrality
Circularity
Environmental Management
TalentOccupational Health and Safety
Responsible supply chain management
Good Governance and Ethics

Additional, broader IROs have also been identified for the material topic of Product Innovation
and Quality:
Type+
Impact-Description

Probability
N/A

Reduced passive and active safety.

Description
Risks

Manufacture of defective parts, leading to reduced safety levels and costs related
to identification, review, replacement and reputation.

Opportunities

Gaining a competitive edge by offering high-quality and more sustainableproducts.

Key
Severity/Magnitude

SeverityMore responsive to the needs of the end user (for instance, throughinnovation, safety, electrification and technological development) toimprove product quality.
Violation of legal regulations on critical or regulatory parts for safety
which may affect product safety, causing damage or giving rise to risks,
as well as economic sanctions.

Magnitude

Probability

Probability

Low

Low

MediumMediumHigh

High

N/A Impact considered to exist (actual) which is why probability isdisregarded.

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Table of contents
The index of contents required by Law 11/2018 on non-financial information and diversity andits correspondence with the selected GRI Standard Indicators are included in the following
sections, as detailed below:

ScopesReporting framework

Reference(Section)

Comments/
Reason foromission

General scopes
Description of thebusiness model:
Business
environment
Organisation andstructure
Markets in which it
Business model
operates
Objectives andstrategies
Main factors andtrends that may
affect its future
development

GRI 2-1 Organizational
details
GRI 2-2 Entities included in
the organization’ssustainability reporting
GRI 2-6 Activities, value
chain and other business
relationships
GRI 2-9 Governancestructure and composition
GRI 2-23 Policy
commitments

Materiality

Materiality Study

GRI 3-1 Process fordetermining material
topicsGRI 3-2 List of material
topicsGRI 3-3 Management ofmaterial topics

GeneralReporting
Framework

GRI 2-3 Reporting period,
frequency and point ofcontact GRI 2-5 Externalverification.

Policies andresults of thesepolicies

Main risks andimpacts
identified

6-31, 3233, 52-53,
153-160

50 - 52
200-202

197-199,225

Description off thepolicies imposed by
the group, as well as GRI 2-23 Policy
196; a lo
the results of these commitments
largo depolicies, including
todo elGRI 2-24 Embedding policy
the key indicators of commitments
informe.
the appropriate nonfinancial results.
Main risks related to164-169; athese matters andlo largo de
GRI 3-3 Management ofrelated to thetodo elmaterial topics
activities of theinforme.
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ANNUAL REPORT 2023
group, including,where relevant andappropriate, its
businessrelationships,
products or services
that may have anegative effect onthese areas.
Environmental matters
Current andforeseeable effects
75-76
GRI 3-3 Management ofof the activities ofmaterial topics
the company
Environmental
Internal criterion/GRI 201assessment or
2 Financial implications and75-80
certification
other risks andprocedures
opportunities due toEnvironmental Resources dedicated climate changeManagement to the prevention of (Accounting criterion)
77
environmental risks GRI 2-23 Policy
Application of thecommitments
precautionary77
Law 26/2007 on
principle
Environmental
Amount of
Responsibility (where
provisions andapplicable)
77
guarantees forenvironmental risks
Measures toprevent, reduce orrepair carbon
GRI 3-3 Management of
Pollution
61, 65-68
emissions (alsomaterial topics
includes noise andlight pollution)
Measures forprevention,
GRI 3-3 Management ofrecycling, reuse,material topics
69-74, 80other forms of waste GRI 306-3 (2020) Waste
84
recovery andCirculargeneratedeconomy, waste disposal
prevention andmanagement
GRI 3-3 Management of
Actions to combat
material topics
No aplica
food waste

It is not amaterial
issue forGestampbased on its
activity.

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Water consumption
and water supply inaccordance withlocal limitations

GRI 3-3 Management ofmaterial topics
GRI 303-3 Water
withdrawal

GRI 3-3 Management ofConsumption of raw material topics
materials
GRI 301-1 Materials usedby weight or volume
Measures taken to
Sustainable Use improve theEnergy efficiency systemefficiency of its useof Resourcesof raw materials
GRI 302-1 Energy
Direct and indirect
consumption within theenergy consumption
organization
Measures taken to
GRI 3-3 Management of
improve energy
material topics
efficiency
Renewable energy
useClimate change

Biodiversity
protection

GRI 302-1 Energy
consumption within theorganization

GRI 305-1 Direct (Scope 1)
GHG emissions
Important elements
GRI 305-2 Energy indirectof the greenhouse(Scope 2) GHG emissions
gas emissions
Where applicable: GRI 305generated
3 Other indirect (Scope 3)
GHG emissions
Measures taken toadapt to the
GRI 3-3 Management ofconsequences ofmaterial topics
climate change
Reduction targets
GRI 3-3 Management of
establishedmaterial topics
voluntarily
Measures taken topreserve or restore
biodiversity
GRI 3-3 Management of
Impact of activities material topics
or operations inprotected areas

77-79

79-80

65-68

63

65-68

63

64-65

55-68
55-68

84-86

84-86

Social and personnel-related matters
Employment

Total number anddistribution of
GRI 2-7 Employees
employees bygender, age, country101-103

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ANNUAL REPORT 2023
and professional
GRI 405-1 Diversity of
category
governance bodies andTotal number andemployees
distribution of
employment
contract modalities
Yearly average ofindefinite-term,
temporary and parttime contracts by
GRI 2-7 Employees
gender, age andprofessional
category
Number of
GRI 401-1 New employee
dismissals by gender,
hires and employee
age and professional
turnovercategory

Salary Gap

Internal framework: theformula below has beenused for the calculation:(Av. Wage Women – Av.
Wage Men)/ Av. Wage
Men

Averageremuneration bygender, age andprofessional
category
Averageremuneration of
directors by gender
Averageremuneration ofsenior management
by gender

Internal framework:
Average remuneration(including the total
retribution for the year,
fixed wage and all variable
retributions (subsistence
allowance, compensation,
payment into savings
plans, etc.)) obtained
throughout the year.

Implementation ofwork disconnection
policies

GRI 3-3 Management ofmaterial topics

Employees withdisabilities

GRI 405-1 Diversity of
governance bodies andemployees.

102, 187188

189

193

119

117-118161-162

163
Although Gestamp does
not have a specific policy
linked to work
disconnection, These
measures are reflected
on Flexibility andConciliation policy p.
114-116
124

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Work
management

Working time
management

GRI 3-3 Management ofmaterial topics

Number ofabsenteeism hours
Measures aimed at
facilitating work-lifebalance andencouraging coresponsible exercise
by both parents

Internal framework:absenteeism rate

Health and safety
conditions at work

Number of
Health and safety occupational
accidents anddiseases by gender,
frequency rate andseverity by gender

Socialrelationships

Organisation ofsocial dialogue
Percentage of
employees coveredby collective
agreements per
country
Balance of collective
agreements,
particularly in thefield of health andsafety at work
Mechanisms andprocedures of thecompany topromote theinvolvement ofworkers in the
management of thecompany, in terms

114
116; 194

GRI 3-3 Management ofmaterial topics

114

GRI 403-1 Occupational
health and safety
management system

125-134

GRI 403-9 Work-related
injuries
Frequency rate = No. of
accidents with leave x
1,000,000/ no. of hours
worked (excluding
accidents in itinere)

131

Severity rate = No. ofworking days lost x
1,000,000/ no. of hours
worked (excluding
accidents in itinere)
GRI 3-3 Management ofmaterial topics

114-116

GRI 2-30 Collective
bargaining agreements

114-116

GRI 3-3 Management ofmaterial topics

114-116

GRI 2-30 Collective
Agreements

114-116

207© Gestamp 2023

ANNUAL REPORT 2023
of information,
consultation andparticipation.
Policies
implemented in thefield of training
Training

GRI 404-2 Programs for
upgrading employee skills
and transition assistanceprograms.

Total number ofhours of training byInternal frameworkprofessional
categories.
Universal
accessibility of
GRI 3-3 Management ofAccessibility
persons withmaterial topics
disabilities
Measures taken to
promote equal
treatment andGRI 3-3 Management ofopportunities
material topics
between womenand menEquality plans,measures taken to
promoteGRI 3-3 Management of
employment,material topics
protocols against
GRI 2-23 Policy
sexual harassment
commitments
and gender-based
Equalityharassment
Integration and theuniversal
GRI 3-3 Management ofaccessibility ofmaterial topics
persons withdisabilities
Policy against all
types of
GRI 3-3 Management of
discrimination and, material topics
where appropriate, GRI 2-23 Policy
diversitycommitments
management
Information on respect for human rights
Respect for
Human Rights

GRI 2-26 Mechanisms forApplication of due
seeking advice and raising
diligence procedures
concerns
in the field of human
GRI 3-3 Management ofrightsmaterial topics

105-111108124

120-122120-122124

120-121,177-178

177-179

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ANNUAL REPORT 2023
Prevention of risks
arising from humanrights violations and,
where appropriate,measures tomitigate, manage
and repair possible
abuses committed

GRI 3-3 Management ofmaterial topics
GRI 2-23 Policy
commitments
GRI 2-26 Mechanisms forseeking advice and raisingconcerns

177-179

Internal framework:
quantitative informationon the number ofcomplaints.

176-177

Promotion andcompliance with theprovisions of the ILO
fundamental
conventions related
to respect for
freedom of
association and the
GRI 3-3 Management ofright to collective
material topics
bargaining, theGRI 2-23 Policy
elimination ofcommitments
discrimination in
employment andoccupation, theelimination of forced
or compulsory
labour and theeffective abolition ofchild labour

115-116,
177-178

Complaints aboutcases of humanrights violations

Information regarding the fight against corruption and bribery

Fight against
corruption andblackmailMeasures taken toprevent corruption
and bribery

GRI 2-25 Processes toremediate negative
impacts
GRI 2-23 Policy
commitments
GRI 2-26 Mechanisms forseeking advice and raisingconcerns

Measures to fightmoney laundering

GRI 2-25 Processes toremediate negative
impacts
GRI 2-23 Policy
commitments

179-181

181

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ANNUAL REPORT 2023
GRI 2-26 Mechanisms forseeking advice and raisingconcerns
Contributions tofoundations andnon-profit
organisations

GRI 201-1 Direct economic
value generated anddistributed

141-142

GRI 3-3 Management ofmaterial topics

50, 146,
135-140

GRI 3-3 Management ofmaterial topics

50, 146,
135-140

GRI 3-3 Management ofmaterial topics

50, 146,
135-140

Information about the company
Impact of thesociety's activity on
the local
development andemployment
Impact of thesociety's activity on
local populations
and in the territory
Relationships
Company
maintained withcommitment to local community
sustainable
actors and thedevelopment dialogue modalities
maintained withthem

GRI 3-3 Management ofmaterial topics
Partnership orsponsorship actions

Subcontracting
and suppliers

GRI 2-28 Membershipassociations
Internal framework:
description of partnershipor sponsorship actions.

Inclusion in thepurchasing policy ofsocial, genderequality andenvironmental issues GRI 3-3 Management ofmaterial topics
Consideration in
supplier and
GRI 2-6 Activities, value
subcontractor
chain and other business
relationships of their relationshipssocial and
GRI 2-24 Embedding policy
environmental
commitments
responsibility
Supervision systems
and audits and theirresults

143-145148-150

148-150

150

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Consumers’ health GRI 3-3 Management ofand safety measures material topics

14-18

GRI 2-16 Communicationof critical concerns
Complaint systems

Consumers

Tax-related
information

EU
Taxonomy

GRI 2-25 Processes toremediate negative
impacts

GRI 2-25 Processes toremediate negative
impacts
Complaints received
Internal framework:and resolution
information about
thereofcomplaints andopportunities for
improvement
Profits earned
GRI 207-4 Country-bycountry by country country reporting

14-15

176-177

40

Taxes paid on profits

GRI 207-4 Country-bycountry reporting

40

Public subsidies
received

GRI 201-4 Financial
assistance received fromgovernment

40

Overview of the Gestamp activities in relation to the
EU Taxonomy Regulation

87-98

211
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GRI Standards Indicators
Declaration ofuse

Gestamp has reported the information cited in this GRI content index forthe period from 1 January 2023 to 31 December 2023 using the GRI
Standards as a reference.

GRI 1 used

GRI 1: Fundation 2021

GRI Standard
GRI 2: General
Disclosures 2021

Divulgation
2-1 Organizational details
2-2 Entities included in theorganization’s sustainability
reporting
2-3 Reporting period, frequency
and contact point
2-4 Restatements of information
2-5 External assurance
2-6 Activities, value chain andother business relationships

Annual report reference
Gestamp Group / About Gestamp
Annexes / About this report
Annexes / About this report
If there is any type of modification, a reference isincluded in the form of a page noteAnnexes / Report on Independent Review
About Gestamp

Social Dimension / Talent
Annexes / Tables and additional information
2-8 Workers who are notSocial Dimension / Talent
employees
Annexes / Tables and additional information
Gestamp Group / About Gestamp / Organisational
Structure
2-9 Governance structure andGovernance Dimension / Good governance andcomposition
ethics / Good GovernanceCorporate Governance Annual Report2-10 Nomination and selection
Governance Dimension / Good governance andof the highest governance body ethics / Good Governance
2-11 Chair of the highest
Governance Dimension / Good governance andgovernance bodyethics / Good Governance2-12 Role of the highest
ESG perspective / ESG strategy
governance body in overseeing
Governance Dimension / Good governance andethics / Good Governancethe management of impacts
ESG perspective / ESG strategy
2-13 Delegation of responsibility
Governance Dimension / Good governance andfor managing impacts
ethics / Good Governance
2-14 Role of the highest
This 2023 Annual Report is approved by the Board
governance body in sustainability of Directors after supervision by the Sustainability
reportingCommission.
2-15 Conflicts of interest
Corporate Governance Annual Report (section D)
2-16 Communication of critical
Governance Dimension / Ethics and regulatory
concerns
compliance / Code of Conduct
2-17 Collective knowledge of the Social Dimension / Talent / Talent development
highest governance bodyand training / Global programmes
2-18 Evaluation of theGovernance Dimension / Good governance andperformance of the highest
ethics / Good governance / Governing bodies /governance body
Board of Directors
Governance Dimension / Good governance andethics / Good governance / Governing bodies
2-19 Remuneration policies
Corporate Governance Annual Report (section C
and D)
2-7 Employees

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2-20 Process to determine
remuneration

Governance Dimension / Good governance andethics / Good governance / Governing bodies
Corporate Governance Annual Report (section C
and D)

2-22 Statement on sustainable
development strategy

ESG perspective / ESG strategy

2-23 Policy commitments
2-24 Embedding policy
commitments
2-25 Processes to remediate
negative impacts
2-26 Mechanisms for seeking
advice and raising concerns
2-28 Membership associations
2-29 Approach to stakeholder
engagement
2-30 Collective bargaining
agreements
GRI 3: Material
Topics 2021

3-1 Process to determinematerial topics
3-2 List of material topics
3-3 Management of material
topicsGRI 201: Economic
Performance 2016

201-1 Direct economic value
generated and distributed

Governance Dimension / Ethics and regulatorycompliance / Code of Conduct
Governance Dimension / Ethics and regulatorycompliance / Human Rights
Governance Dimension / Ethics and regulatorycompliance / Code of Conduct
ESG perspective / ESG strategy / Double
Materiality Analysis
Annexes / Double Materiality Methodology
Governance Dimension / Ethics and regulatorycompliance / Code of Conduct
Governance Dimension / Ethics and regulatorycompliance / Code of Conduct
Social Dimension / Social Contribution /Collaboration with non – profit organisations
ESG perspective / ESG at Gestamp / Stakeholder
Value Creation
Annexes / Double Materiality Methodology
Social Dimension / Talent / Employee wellbeing /Collective bargaining agreements and freedom of
association
Annexes / Double Materiality Methodology
ESG perspective / ESG strategy / Double
Materiality Analysis
Throughout the entire report, management
measures and their effectiveness are reported foreach section.
Gestamp Group / Economic Strategy / Fiscal
Strategy
Governance Dimension / Responsible Supply Chain
Management
Social Dimension / Social Contribution

201-2 Financial implications andother risks and opportunities due Environmental Dimension / Road to neutrality
to climate change
GRI 203: Indirect
Economic Impacts
2016
GRI 204:
Procurement
Practices 2016

GRI 205: Anti –corruption 2016

203-2 Significant indirect
economic impacts

Annexes / Double Materiality Methodology

204-1 Proportion of spending on
local suppliers

Governance Dimension / Responsible Supply Chain
Management205-2 Communication andtraining about anti-corruption
policies and procedures

Governance Dimension / Ethics and regulatorycompliance / Code of Conduct / Taining

205-3 Confirmed incidents ofcorruption and actions taken

Governance Dimension / Ethics and regulatorycompliance / Code of Conduct / Whistleblowing
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GRI 206: Anticompetitive
Behavior 2016
GRI 207: Tax 2019

GRI 301: Materials
2016

206-1 Legal actions for anticompetitive behavior, anti-trust,and monopoly practices
207-1 Approach to tax
207-2 Tax governance, control,
and risk management
207-3 Stakeholder engagement
and management of concerns
related to tax
207-4 Country-by-country
reporting301-1 Materials used by weightor volume301-2 Recycled input materials
used301-3 Reclaimed products andtheir packaging materials
302-1 Energy consumption
within the organization

302-2 Energy consumption
GRI 302: Energy 2016 outside of the organization
302-3 Energy intensity

GRI 303: Water andEffluents 2018302-4 Reduction of energy
consumption
303-1 Interactions with water asa shared resource
303-2 Management of water
discharge related impacts
303-3 Water withdrawal
303-4 Water discharge
303-5 Water consumption

GRI 304: Biodiversity 304-1 Operational sites owned,
leased, managed in, or adjacent2016
to, protected areas and areasof high biodiversity value outside
protected areas
304-2 Significant impacts ofactivities, products and services
on biodiversity304-3 Habitats protected or
restored
304-4 IUCN Red List species andnational conservation list species
with habitats in areas affectedby operations
305-1 Direct (Scope 1) GHG
GRI 305: Emissions
emissions2016
305-2 Energy indirect (Scope 2)
GHG emissions
305-3 Other indirect (Scope 3)
GHG emissions

There have been no cases related to unfair
competition, monopolistic practices and against
free competition.
Gestamp Group / Economic Strategy / Fiscal
Strategy
Gestamp Group / Economic Strategy / Fiscal
Strategy
Gestamp Group / Economic Strategy / Fiscal
Strategy
Gestamp Group / Economic Strategy / Fiscal
Strategy
Environmental Dimension / Environmental
Management
Environmental Dimension / Environmental
Management
Environmental Dimension / Environmental
Management
Environmental Dimension / Road to neutrality /Metrics and targets
A, b: NO
C: Environmental Dimension / Road to neutrality /Metrics and targets
Environmental Dimension / Road to neutrality /Metrics and targets
Environmental Dimension / Road to neutrality /Metrics and targets
The Double Materiality analysis carried out by
Gestamp determines that the information
regarding its interaction with water is not material.
However, it monitors your interaction with it andincludes the relevant information in the following
section:Environmental Dimension / Environmental
Management / Sustainable use of resources /Water

The Double Materiality analysis does not identify
Biodiversity and ecosystems as material after
carrying out an exhaustive analysis of their most
relevant impacts, risks and opportunities. Gestamp
will monitor its interaction with biodiversity for a
possible update in future years. However,
Gestamp reports information on biodiversity inthe following section of the 2023 Annual Report:
Environmental Dimension / Environmental
Management / Protected areas and biodiversity

Environmental Dimension / Road to neutrality /Metrics and targets
Environmental Dimension / Road to neutrality /Metrics and targets
Environmental Dimension / Road to neutrality /Metrics and targets

214© Gestamp 2023

ANNUAL REPORT 2023

305-4 GHG emissions intensity
305-5 Reduction of GHG
emissions305-6 Emissions of ozonedepleting substances (ODS)
305-7 Nitrogen oxides (NOx),sulfur oxides(SOx), and other significant air
emissions306-1 Waste generation andsignificant waste-related impacts
306-2 Management of significant
wasterelated impacts
GRI 306: Waste 2020

Environmental Dimension / Road to neutrality /Metrics and targets
Environmental Dimension / Road to neutrality /Metrics and targets
Environmental Dimension / Road to neutrality /Metrics and targets
Environmental Dimension / Road to neutrality /Metrics and targets

Environmental Dimension / Environmental
Management / Waste management
Environmental Dimension / Environmental
Management / Waste management
Environmental Dimension / Environmental
306-3 Waste generated
Management / Waste management306-4 Waste diverted from
Environmental Dimension / Environmental
disposalManagement / Waste management
Environmental Dimension / Environmental
306-5 Waste directed to disposal
Management / Waste management

GRI 308: Supplier
Environmental
Assessment 2016308-1 New suppliers that werescreened using environmental
criteria

Governance Dimension / Responsible Supply Chain
Management

GRI 401:
Employment 2016

401-1 New employee hires andemployee turnover

Annexes / Tables and additional information

GRI 402:
Labor/Management
Relations 2016402-1 Minimum notice periods
regarding operational changes

Annexes / Tables and additional information

403-1 Occupational health andsafety management system403-2 Hazard identification, risk
assessment, and incident
investigation
403-4 Worker participation,
consultation, andcommunication on occupational
health and safety403-5 Worker training on
GRI 403:
occupational health and safety
Occupational Health403-6 Promotion of worker
and Safety 2018
health403-7 Prevention and mitigationof occupational health and safety
impacts directly linked bybusiness relationships
403-8 Workers covered by an
occupational health and safety
management system403-10 Work-related ill health

GRI 404: Training
and Education 2016404-1 Average hours of training
per year per employee
404-2 Programs for upgrading
employee skills and transition
assistance programs

Social Dimension / Health and safety / Gestamp’s
Health and Safety System
Social Dimension / Health and safety / Gestamp’s
Health and Safety System
Social Dimension / Health and safety / Gestamp’s
Health and Safety System
Social Dimension / Health and safety
Social Dimension / Health and safety / 2023
Highlights
Social Dimension / Health and safety / Gestamp’s
Health and Safety System
Social Dimension / Health and safety / Gestamp’s
Health and Safety System
Social Dimension / Health and safety / 2023
Balance
Social Dimension / Talent / Talent development
and training
Social Dimension / Talent / Talent development
and training

215© Gestamp 2023

ANNUAL REPORT 2023

GRI 405: Diversity
and Equal
Opportunity 2016
GRI 406: Nondiscrimination 2016

GRI 413: Local
Communities 2016

Social Dimension / Talent / The Gestamp
workforce
Governance Dimension / Good Governance andethics / Good governance / Governing Bodies
Governance Dimension / Good Governance and406-1 Incidents of discrimination
ethics / Ethics and Regulatory Compliance / Codeand corrective actions takenof Conduct413-1 Operations with local
After the Double Materiality analysis, it iscommunity engagement, impact
identified that the Affected Communities theme isassessments, and development
not material for the company. However, theprograms
different related aspects will continue to be413-2 Operations with significant
monitored to report on them in future years if
actual and potential negativenecessary.
impacts on local communities
405-1 Diversity of governancebodies and employees

GRI 414: SupplierSocial Assessment
2016414-1 New suppliers that werescreened using social criteria

Governance Dimension / Responsible Supply Chain
Management / New purchasing model

GRI 415: Public
Policy 2016415-1 Political contributions

Governance Dimension / Good Governance andethics / Ethics and Regulatory Compliance / Codeof Conduct418-1 Substantiated complaints
concerning breaches ofcustomer privacy and losses ofcustomer data

Governance Dimension / Good Governance andethics / Ethics and Regulatory Compliance / Codeof Conduct

GRI 418: Customer
Privacy 2016216
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ANNUAL REPORT 2023

SASB indicators
The Sustainability Accounting Standards Board (SASB) indicators for the sector are presented
below: Transportation - Auto Parts industry.
MatterEnergy management

Indicator
TR-AP-130a.1: (1) Total energy
consumed, (2) percentage gridelectricity, (3) percentage renewable

Waste management

TR-AP-150a.1: (1) Total amount ofwaste from manufacturing, (2)percentage hazardous, (3) percentage
recycled
TR-AP-410a.1: Revenue from products
designed to increase fuel efficiency
and/or reduce emissions
TR-AP-440a.1: Description of the
management of risks associated withthe use of critical materials

Design for Fuel Efficiency
Materials Sourcing

Materials efficiency

Competitive behaviour

TR-AP-440b.1: Percentage of products
sold that are recyclable

TR-AP-440b.2: Percentage of input
materials from recycled or
remanufactured content
TR-AP-520a.1: Total amount ofmonetary losses as a result of legal
proceedings associated with anticompetitive behaviour regulations

Reference
Environmental
Dimension / Road toneutrality / Metrics andtargets
Environmental
Dimension /Environmental
management / Waste
management
Gestamp Group /Operational Excellence /Innovation
Environmental
Dimension / Road toneutrality / Risk
management
Governance Dimension/ Good Governance andEthics / Risk
Management
Environmental
Dimension / Circularity
Environmental
Dimension /Environmental
Management / Waste
Management
Environmental
Dimension / Circularity
Governance Dimension/ Good Governance andEthics / Compliance interms of Competition

217© Gestamp 2023

ANNUAL REPORT 2023

UN Global Compact
In 2008 we endorsed the Principles of the Global Compact, and in 2011 we became a partner.
Our commitment to these principles related to human rights, labour rights, environment and anticorruption is reflected each year in the Sustainability Report and in the progress report publishedannually, which is available on the Global Compact website: www.pactomundial.org and athttps://www.unglobalcompact.org/what-is-gc/participants/4608

ASPECTS

PRINCIPLES OF THE GLOBAL COMPACT

Human Rights

1. Businesses should support andrespect the protection of internationallyproclaimed human rights within theirsphere of influence
2. Businesses should make sure that they
are not complicit in human rights abusesLabour Rights

Environment

Anti-corruption

GRI
INDICATORS
403-2, 403-3,
405-1, 405-2,
406-1, 407-1,
409-1, 414-1,
416-1
414-1, 406-1409-1

SDGs
1, 2, 3, 4, 5,
6, 7, 8, 10,
11, 16, 17

1, 2, 3, 4, 5,
6, 7, 8, 10,
11, 16, 17
3. Businesses should uphold the 402-1, 407-1, 1, 3, 5, 8, 9,
freedom of association and the effective 414-1
10, 16, 17
recognition of the right to collective
bargaining
4. Businesses should uphold the 409-1, 414-1
1, 3, 5, 8, 9,
elimination of all forms of forced and10, 16, 17
compulsory labour
5. Businesses should uphold the 409-1, 412-2,
1, 3, 5, 8, 9,
effective abolition of child labour
10, 16, 17
6. Businesses should uphold the 401-1, 405-1, 1, 3, 5, 8, 9,
elimination of discrimination in respect 405-2, 406-1, 10, 16, 17of employment and occupation
414-1
7. Businesses should support a 301-3, 302-1, 2, 6, 7, 9, 11,precautionary
approachto 303-1, 304-2, 12, 13, 14,environmental challenges
305-1-305-3,
15, 17306-1, 306-2,
307-1, 416-1,
417-1
8. Businesses should undertake 201-2
2, 6, 7, 9, 11,initiatives
topromotegreater
12, 13, 14,environmental responsibility
15, 17
9. Businesses should encourage the 301-3
2, 6, 7, 9, 11,development
anddiffusionof
12, 13, 14,environmentally-friendly technologies
15, 17
10. Businesses should work against 205-1,
3, 10, 16, 17
corruption in all its forms, including
extortion and bribery

218© Gestamp 2023

ANNUAL REPORT 2023

Companies of the GroupAs of 31 December 2023, the Group comprised the following subsidiaries throughout the world
whose holding company is Gestamp Automoción S.A.:

AfricaGescrap Morocco, S.R.L.
Tuyauto Gestamp Morocco, S.A.
North America
Autotech Engineering R&D USA, Inc.
Edscha Automotive Michigan, Inc
Edscha Automotive SLP Servicios Laborales, S.A.P.I. de C.V.
Edscha Automotive SLP, S.A.P.I. de C.V.
Edscha North America Technologies, Llc.
Ges Recycling Alabama, LLC
Ges Recycling Michigan, LLC
Ges Recycling South Carolina, LLC
Ges Recycling Tennessee, LLC
Ges Recycling USA, LLC
Ges Recycling West Virginia, LLC
Gescrap Autometal Mexico, S.A. de C.V.
Gescrap Autometal Mexico Servicios, S.A. de C.V.
Gestamp Aguascalientes, S.A.de C.V.
Gestamp Alabama, LLc.
Gestamp Cartera de México, S.A. de C.V.
Gestamp Chattanooga II, Llc
Gestamp Chattanooga, Llc
Gestamp Mason, LLc.
Gestamp Mexicana de Serv. Laborales, S.A. de C.V.
Gestamp Mexicana Serv. Lab. II, S.A. de CV
Gestamp North America, INC
Gestamp Puebla II, S.A. de C.V.
Gestamp Puebla, S.A. de C.V.
Gestamp San Luis Potosí, S.A.P.I. de C.V.
Gestamp South Carolina, Llc
Gestamp Toluca SA de CV
Gestamp Washtenaw, LLc.
Gestamp West Virginia, Llc.
GGM Puebla Servicios Laborales, S.A. de C.V.
GGM Puebla, S.A. de C.V.
Gestamp Holding Hamilton, Inc
Gestamp Saint Clair, LLc
Gestamp Stanton, LLc
Loire USA, LLc
Soluciones de Gestión de Residuos Mexicana, S.A. de C.V.

219
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ANNUAL REPORT 2023
South America
Edscha do Brasil Ltda.
Gescrap - Autometal Comercio de Sucatas, S/A
Gestamp Argentina, S.A.
Gestamp Baires, S.A.
Gestamp Brasil Industria de Autopeças, S.A.
Gestamp Córdoba, S.A.
Gestamp Sorocaba Industria Autopeças Ltda.
Asia
Anhui Edscha Automotive Parts Co Ltd.
Autotech Engineering (Shangai) Co. Ltd.
Beyçelik Gestamp Otomotive Sanayi, A.S.
Beyçelik Gestamp Sasi Otomotive Sanayi, A.S.
Beyçelik Gestamp Teknoloji ve Kalip Sanayi, A.S.
Çelik Form Gestamp Otomotive, A.S.
Changchun Xuyang Gestamp Auto Components Co. Ltd.
Edscha Aapico Automotive Co. Ltd
Edscha Aditya Automotive Systems Private Limited
Edscha Automotive Components (Chongqing) Co. Ltd.
Edscha Automotive Components (Kunshan) Co., Ltd.
Edscha Automotive Components (Shanghai) Co., Ltd
Edscha Automotive Technology (Shangai) Co., Ltd.
Edscha Japan Co., Ltd.
Edscha Pha Automotive Components (Kunshan) Co., Ltd.
Edscha Pha, Ltd.
Edscha Togliatti, Llc.
Gescrap India Private Limited
Gescrap Rus, LLC
Grescrap Turkey Metal Sanayi ve Ticaret Limited Sirketi
Gestamp (China) Holding, Co. Ltd
Gestamp Auto Components (Beijing) Co., Ltd.
Gestamp Auto components (Chongqing) Co., Ltd.
Gestamp Auto Components (Dongguan), Co. Ltd.
Gestamp Auto Components (Kunshan) Co., Ltd
Gestamp Auto Components (Shenyang), Co. Ltd.
Gestamp Auto Components (Tianjin) Co., LTD.
Gestamp Auto Components Sales (Tianjin) Co., LTD.
Gestamp Auto Components Wuhan, co. Ltd.
Gestamp Automotive Chennai Private Ltd.
Gestamp Automotive India Private Ltd.
Gestamp Autotech Japan K.K.
Gestamp Hot Stamping Japan Co., Ltd.
Gestamp Kartek Corp.
Gestamp Metal Forming (Wuhan), Ltd
Gestamp New Energy Vehicle Components (Beijing) Co., LTD.
Gestamp Pune Automotive, Private Ltd.
Gestamp Services India Private, Ltd.
220
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ANNUAL REPORT 2023
Gestamp Severstal Kaluga, LLc
Gestamp Severstal Vsevolozhsk Llc
Gestamp Togliatti, Llc.
Gestool Tooling Manufacturing (Kunshan), Co., Ltd
Indutrial Steel Recycling, L.L.C.
Jui Li Edscha Body Systems Co., Ltd.
Jui Li Edscha Hainan Industry Enterprise Co., Ltd.
Jui Li Edscha Holding Co., Ltd.
Shanghai Edscha Machinery Co., Ltd.
EuropeAdral, matriceria y pta. a punto, S.L.
Almussafes Mantenimiento de Troqueles, S.L.
Automated Joining Solutions, S.L.
Automotive Chassis Products Plc.
Autotech Engineering Deutschland GmbH
Autotech Engineering France S.A.S.
Autotech Engineering R&D Uk limited
Autotech Engineering S.L.
Autotech Engineering Spain, S.L.
Beta Steel, S.L.
Car Recycling, S.L.
Diede Die Developments, S.L.
DJC Recyclage
Edscha Automotive Hauzenberg GmbH
Edscha Automotive Hengersberg GmbH
Edscha Automotive Kamenice S.R.O.
Edscha Briey S.A.S.
Edscha Burgos, S.A.
Edscha Engineering France S.A.S.
Edscha Engineering GmbH
Edscha Hauzenberg Real Estate GmbH & Co. KG
Edscha Hengersberg Real Estate GmbH & Co. KG
Edscha Holding GmbH
Edscha Hradec S.R.O.
Edscha Kunststofftechnik GmbH
Edscha Mechatronics Solutions, GmbH
Edscha Santander, S.A.
Edscha Velky Meder S.R.O.
Etem Gestamp Aluminium Extrusions, S.A.
Flycorp, S.L.
Ges Recycling Limited
Ges Recycling Polska Sp. Z.o.o
Gescrap Aragón, S.L.
Gescrap Catalunya, S.L.
Gescrap Centro, S.L.
Gescrap Czech, s.r.o.
Gescrap Desarrollo, S.L.
221
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ANNUAL REPORT 2023
Gescrap France, S.A.R.L.
Gescrap GmbH
Gescrap Hungary, KFT
Gescrap LT, UAB
Gescrap Navarra, S.L.
Gescrap Noroeste, S.L.
Gescrap Polska Sp. Z.o.o.
Gescrap Romania, S.R.L.
Gescrap S.L.
Gescrap Servicios Portuarios, S.L.
Gescrap Slovakia, s.r.o.
Gescrap Trading, S.L.
Gestamp 2008, S.L.
Gestamp 2017, S.L.U.
Gestamp Abrera, S.A.
Gestamp Aragón, S.A.
Gestamp Automoción, S.A.
Gestamp Aveiro - Indústria de acessórios de Automóveis, S.A.
Gestamp Beycelik Romania, S.R.L.
Gestamp Bizkaia, S.A.
Gestamp Cerveira, Lda.
Gestamp Esmar, S.A.
Gestamp Etem Automotive Bulgaria, S.A.
Gestamp Global Tooling, S.L.
Gestamp Griwe Haynrode, Gmbh
Gestamp Griwe Westerburg, Gmbh
Gestamp HardTech, AB
Gestamp Holding Argentina, S.L.
Gestamp Holding China, AB
Gestamp Holding México, S.L.
Gestamp Holding Rusia, S.L.
Gestamp Hungaria KFT
Gestamp Ingeniería Europa Sur, S.L.
Gestamp Levante, S.A.
Gestamp Linares, S.A.
Gestamp Louny, S.R.O.
Gestamp Manufacturing Autochasis, S.L.
Gestamp Metalbages, S.A.
Gestamp Navarra, S.A.
Gestamp Nitra, S.R.O.
Gestamp North Europe Services, S.L.
Gestamp Noury, S.A.S
Gestamp Palau, S.A.
Gestamp Palencia, S.A.
Gestamp Polska, SP. Z.O.O.
Gestamp Prisma, S.A.S
Gestamp Proyectos Automoción 1, S.L.
Gestamp Proyectos Automoción 3, S.L.
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ANNUAL REPORT 2023
Gestamp Ronchamp, S.A.S
Gestamp Servicios, S.A.
Gestamp Solblank Barcelona, S.A.
Gestamp Sweden, AB
Gestamp Tallent , Ltd
Gestamp Tech, S.L.
Gestamp Technlogy Institute, S.L.
Gestamp Toledo, S.A.
Gestamp Tool Hardening, S.L.
Gestamp Tooling Engineering Deutschland, GmbH
Gestamp Tooling Erandio, S.L.
Gestamp Tooling Services, AIE
Gestamp Try Out Services, S.L.
Gestamp Umformtechnik GmbH
Gestamp Vendas Novas Lda.
Gestamp Vigo, S.A.
Gestamp Wroclaw Sp.z,o.o.
Gestión Global de Matricería, S.L.
Global Laser Araba, S.L.
GMF Holding GmbH
Gestamp Wolfsburg, GmbH
Industrias Tamer, S.A.
Ingeniería Global Metalbages, S.A.
Ingeniería y Construcción de Matrices, S.A.U
IxCxT, S.A.U
Loire Sociedad Anónima Franco Española
Lusoscrap, Lda
Mursolar 21, S.L.
Recuperaciones Férricas Asturianas, S.L.
Recuperaciones Férricas Integrales, S.A.
Recuperaciones Medioambientales Industriales, S.L.
Refeinsa Centro, S.L.
Refeinsa Navarra, S.L.
Reimasa Recycling, S.L.
Reparaciones Industriales Zaldibar, S.L.
Samper-Refeinsa Galicia, S.L.
SCI de Tournan
Sideacero, S.L.
Smart Industry Consulting and Technologies, S.L.U
Sofedit, S.A.S
Todlem, S.L.
Transportes Basegar, S.A.

223
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ANNUAL REPORT 2023

CORPORATE HEADQUARTERSGESTAMP AUTOMOCIÓN
Polígono industrial de Lebario
48220 Abadiño – Vizcaya (España)
GESTAMP GROUP
Calle Alfonso XII, 16
28014 Madrid (España)

224© Gestamp 2023

ANNUAL REPORT 2023

Report on Independent Review

Gestamp Automoción S.A.
C/ Alfonso XII, 16
28014 Madrid, Spain
www.gestamp.com

If you need any clarifications, or have questions or suggestions
related to the report:
GestampESG@gestamp.com

225© Gestamp 2023This document is a translation into English of an original document drafted in Spanish. This translation
is for information purposes only, therefore, in case of discrepancy, the Spanish version shall prevail.
MODEL ANNEX I

ANNUAL CORPORATE GOVERNANCE REPORT OF
LISTED COMPANIESIDENTIFICATION DETAILS OF THE
ISSUEREND OF REPORTING PERIOD 31/12/2023
Tax Identification Code A48943864

Registered Name:GESTAMP AUTOMOCIÓN, S.A.

Registered Address:
Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia

1

ANNUAL CORPORATE GOVERNANCE REPORT OF
LISTED COMPANIESAOWNERSHIP STRUCTURE
A.1

Complete the following table about the company’s share capital and voting rights allocated, including, asapplicable, those related to loyalty shares, at year-end:
Indicate whether the company’s articles of association contain any provision on loyalty-based dual voting:
No ☒
Yes󠅋

dd/mm/yyyy

Date of meeting approval

Minimum term of uninterrupted ownership demanded under the articles of association
Indicate whether the company has allocated any loyalty-based voting rights:
No ☒
Yes 󠅋

Date of thelast sharecapitalamendment

03/03/2017

Sharecapital

Numberof shares

Number of
voting rights(excluding
additional
loyalty-based
voting rights)

Number ofadditional
voting rights
allocated inrelation to
loyalty shares

00287,757,180 575,514,360

Number of shares recorded in the special logbook
pending lapse of loyalty term

Total number ofvoting rights,
including
additional
loyalty-based
voting rights
575,514,360

0Observations

State whether or not there are different classes of shares with different associated rights:
Yes □Category

Number of shares

No ☒Nominal value
per share

Observations

2

Number of voting
rights per share

Different
rightsA.2

Provide a breakdown of the direct and indirect holders of significant shareholdings as ofthe end of the financial year, including directors holding a significant shareholding:Individual orcompany nameofshareholder

Acek Desarrolloy Gestión
Industrial, S.L.

% voting rights
attributed to the shares(including loyalty-based
voting rights)% voting rights throughfinancial instruments

DirectIndirect

DirectIndirect

24.07

50.10

0

0

Out of the total number ofvotingrights attributed to% total voting
theshares,indicate, asrightsapplicable, the additional
allocated votes related toloyalty shares
Direct74.17

Indirect00

Observations

Details of the indirect shareholding:Individual orcompany
name ofindirect holder

Individual orcompany nameof direct holder

Acek Desarrollo Gestamp 2020,y Gestión
S.L.
Industrial, S.L.

% voting
rightsattributed tothe shares(including
loyalty-based
voting rights)% voting rights
throughfinancial
instruments% total voting
rightsOut of thetotal numberof voting rights
attributed tothe shares,
indicate, asapplicable, theadditional
allocated votes
related toloyalty shares

50.10

0

50.10

0

Observations

State the most significant changes in the shareholding structure that have occurred
during the financial year:

Most significant changes

3

A.3

Provide a breakdown, regardless of the percentage, of the year-end shareholding of themembers of the Board of Directors holding voting rights attributed to the company’s
shares or through financial instruments, excluding the directors identified in section A.2
above:

Individual orcompany name of
director% voting rights% voting rights

attributed to thethroughfinancial
instruments

shares (including
loyalty-based voting

Out of thetotal % ofvotingrightsattributed tothe shares,
indicate, asapplicable,
the % ofadditional
allocatedvotes related
to loyalty
shares% totalvotingrightsrights)Mr. Francisco
López Peña
Mr. Javier
Rodríguez Pellitero
Mr. Alberto
Rodríguez-Fraile
Díaz
Mr. Pedro Sainz deBaranda Riva
Mr. César Cernuda
Rego
Total

Direct0.14

Indirect

DirectIndirect

DirectIndirect

-

-

-

0.14

-

-

0.00

-

-

-

0.00

-

-

0.01

-

-

-

0.01

-

-

0.02

-

-

-

0.02

-

-

0.00

-

-

-

0.00

-

-

0.17

0.17

0.17

Total % of voting rights owned by members of the Board of Directors
Observations

Mr. Javier Rodríguez Pellitero and Mr. Cesar Cernuda Rego hold a direct stake of 0.003% and 0.004%,
respectively, which, together with the stake held by the other Directors, results in a total of 0.177%.
Details of the indirect shareholding:Individual or
Name orcompany name company nameof directorof the direct
holder--% voting
rightsattributed
to theshares(including
loyaltybased
votingrights)-4% voting
rightsthroughfinancial
instruments-% totalvotingrights-Out of thetotal % ofvoting rights
attributed tothe shares,
indicate, asapplicable, the% ofadditional
allocated votes
related toloyalty shares-

Provide a breakdown of the total percentage of voting rights represented in the board:
Total % of voting rights represented in the board of directors

A.4

State, if applicable, the family, commercial, contractual, or corporate relationships
between significant shareholders, insofar as they are known to the company, unlessthey are immaterial or result from the ordinary course of business, except those thatare reported in section A.6:
Related individual orcompany name

A.5

Brief description

State, if applicable, the commercial, contractual, or corporate relationships between
significant shareholders and the company and/or its group, unless they are immaterial
or result from the ordinary course of business:

Related individual orcompany nameAcek Desarrollo y Gestión
Industrial, S.L.
Gestamp Automoción, S.A.

A.6

Type of relationshipType of relationship
ContractualCommercial
Corporate

Brief description
Gestamp Automoción, S.A.
(hereinafter referred to as the"Company")
andany
companies belonging to its
group, of which the Company
istheparententity,(hereinafter referred to as the“Group”), have a commercial,
contractual and corporate
relationship with its significant
shareholder or companies
belonging to its group.
Although those relationships
arise from the ordinary courseof business under market
conditions, they are detailed in
section D of this report for thesake of full transparency. In
addition, transactions arisingfrom these relationships are
published through "Other
Relevant
Information"communications in accordancewith the provisions of article529(21) of the Spanish
Companies Act (LSC).

Describe the relationship, unless it is of little relevance to both parties, that exists
between significant shareholders or representatives on the board and the directors, ortheir representatives, in the case of legal person directors.
Explain, where applicable, how significant shareholders are represented. Specifically,
any directors who have been appointed on behalf of significant shareholders, those5

74.34%

whose appointment was encouraged by significant shareholders, or who are related tosignificant shareholders and/or entities in their group, specifying the nature of such
relationships, shall be indicated. In particular, mention shall be made, whereappropriate, of the existence, identity and position of members of the board, or
representatives of directors, of the listed company, who are, in turn, members of the
management body, or their representatives, in companies which hold significant
shareholdings in the listed company or in group entities of these significant
shareholders.

Individual orIndividual orCompany name of

Description ofcompany name ofcompany name of

the group

relationship /the related director

related significant

company of thepositionor representative

shareholder

significant
shareholder

Mr Francisco José
Riberas Mera

Mr. Juan María
Riberas Mera

Acek Desarrollo y Acek Desarrollo y He has control ofGestión Industrial, Gestión Industrial, Orilla Asset
S.L.
S.L.
Management, S.L., acompany that,together with thecompany Ion Ion,
S.L., controls thesignificant
shareholder
Acek Desarrollo yGestión Industrial,
S.L. He is the joint
director of Acek
Desarrollo y Gestión
Industrial, S.L. andthe group ofcompanies led by theformer as parent
company(hereinafter, “AcekGroup”).
Acek Desarrollo y Acek Desarrollo y He has control ofGestión Industrial, Gestión Industrial, Ion Ion S.L., a
S.L.
S.L.
company that,together with thecompany Orilla
Asset Management,
S.L., controls thesignificant
shareholder
Acek Desarrollo yGestión Industrial,
S.L. He is the joint
director of Acek anddirector ofcompanies in Acek
Group.

6

Mr. Francisco López
Peña
Mr. Norimichi
Hatayama
Ms. Chisato Eiki

Acek Desarrollo y Gestamp 2020, S.L. He is Director of
Gestión Industrial,
Gestamp 2020, S.L.
S.L.
Acek Desarrollo y Gestamp 2020, S.L. He is Director of
Gestión Industrial,
Gestamp 2020, S.L.
S.L.
Acek Desarrollo y Gestamp 2020, S.L. He is Director of
Gestión Industrial,
Gestamp 2020, S.L.
S.L.
Observations

A.7

State whether any private shareholders’ agreements (pactos parasociales) affecting thecompany pursuant to the provisions of Articles 530 and 531 of the Companies Act (Leyde Sociedades de Capital) have been reported to the company. If so, briefly describe
them and list the shareholders bound by the agreement:
No □

Yes ☒
Participants in theprivate shareholders’% of share capital
affectedagreement

Expiration
Brief description of thedate of theagreement

agreement,
if anyAcek Desarrollo y Gestión
Industrial, S.L.
Mitsui & Co., Ltd.

Privateshareholders’agreement signed on 23
December 2016 and reported
by virtue of a Significant
Event on 7 April 2017 (Record
No. 250532). It regulates,
among other aspects, corporate
governance matters relating to
the General Shareholders’Meeting and the Board of
Directors of both Gestamp
2020, S.L., and the Company,
as well as the transmission
regime of shares of theCompany.
Forfurther
information, see note included
in Section H.
Protocol formalised on 21
March 2017 and reported byvirtue of a Significant Event on
7 April 2017 (Record No.
250503). It regulates certain
aspects related to Acek Group’s
ownership and management.
In particular, the protocol
regulates the procedure for
deciding the direction of thevote of Acek Desarrollo yGestión Industrial, S.L., with

74.17

Gestamp 2020, S.L.

Mr Francisco José Riberas
Mera
Orilla Asset Management,
S.L.
Mr Juan María Riberas MeraIon-Ion, S.L.
Acek Desarrollo y Gestión
Industrial, S.L.

74.17

7

-

-

respect to the agreements
adopted in the General
Shareholders’ Meeting of theCompany and of Gestamp
2020, S.L., the first refusal andtag along rights regarding
shares of Acek Desarrollo yGestión Industrial, S.L., andthe regime to solve deadlock
situations that could affect theCompany.
Forfurther
information, see note included
in Section H.

Observations

State if the company is aware of the existence of concerted actions among its
shareholders. If so, briefly describe them:Yes □Participants in concerted
actionNo ☒% of sharecapitalaffected

Brief description of theconcerted action

Expiration dateof the agreement,
if anyObservations

Expressly state whether or not any of such agreements, arrangements or concerted
actions have been modified or terminated during the financial year:
Not applicable.
A.8

State whether there is any individual or legal entity that exercises or may exercise
control over the company pursuant to section 5 of the Securities Market Act (Ley del
Mercado de Valores). If so, identify it:
No □

Yes ☒

Individual or company nameAcek Desarrollo y Gestión Industrial, S.L.
Observations

Acek Desarrollo y Gestión Industrial, S.L. has the control through a 75% interest in
the capital of Gestamp 2020, S.L., which, in turn, owns 50.10% of the Company’s sharecapital and voting rights. Furthermore, Acek Desarrollo y Gestión Industrial, S.L. hasa direct 24.07% interest in the Company’s share capital. Therefore, Acek Desarrollo yGestión Industrial, S.L. controls 74.17% of the Company’s voting rights.
The Riberas family has control of Acek Desarrollo y Gestión Industrial, S.L., giventhat it is the indirect holder of its entire share capital through the companies Orilla
Asset Management, S.L. and Ion-Ion, S.L. At present, Mr. Francisco José Riberas has

8control of Orilla Asset Management, S.L. and Mr. Juan María Riberas has control of
Ion-Ion, S.L. The management body of Acek Desarrollo y Gestión Industrial, S.L.
comprises two joint directors: Orilla Asset Management, S.L. (represented by Mr.
Francisco José Riberas) and Ion-Ion, S.L. (represented by Mr. Juan María Riberas).

A.9

Complete the following tables about the company’s treasury shares:
As of year-end:

Number of direct shares
3,169,656

Number of indirect shares (*)
0

Total % of share capital
0.55

Observations

The number of treasury shares held by the Company includes, (i) on the one hand,the operations carried out under the liquidity contract between the Company and JB
Capital Markets, Sociedad de Valores, S.A.U. reported to the market as a Significant
Event on 24 September 2018 (record no. 269864), and (ii) on the other, the sharebuyback programme approved by the Company’s Board of Directors in order tofurnish shares of the Company to certain Gestamp employees that are beneficiariesof the current long-term incentive plan (LTI), which was reported to the market as
another Significant Event on 4 September 2023 (record no. 24303).
(*) Through:Individual or company name of direct
holder of the interest

Number of direct shares

Total:
Observations

Explain any significant changes that have occurred during the year:
Explain any significant changes

A.10 Describe the conditions and duration of the powers currently in force given by theshareholders to the board of directors in order to issue, repurchase or transfer own
shares of the company:
The Company’s General Shareholders’ Meeting, held on 6 May 2021, agreed, underpoint thirteen of the agenda, to authorise the Company's Board of Directors to acquire
treasury shares subject to the following conditions:–

The acquisitions shall be undertaken by the Company itself or throughsubsidiary companies.

–

The acquisitions shall be undertaken through purchases, swaps, dation in
payment or through any other legally valid transaction.

9–The maximum number of own shares shall not exceed that legally
established.

–

The minimum price shall be the nominal value.

–

The maximum price shall be the market value on the date of the acquisition,
increased by 10%.

–

The authorisation is granted for a maximum term of 5 years starting from thedate the agreement is adopted.

A.11 Estimated free float:

%
25.11

Estimated free float:

Observations

A.12 State whether there are any restrictions (statutory, legislative or of any kind) on thetransfer of securities and/or any restrictions on voting rights. In particular, state
whether there are any type of restrictions that may hinder the takeover of thecompany by means of the acquisition of its shares on the market, as well as any
systems regarding prior authorisation or communication which, regarding theacquisitions or transfers of the company's financial instruments, are applicable to it
by sectorial regulations.
No □

Yes ☒

Description of restrictions

There are no statutory or legislative restrictions on the transfer of securities or on
voting rights.
As stated in section A.7 of this Annual Corporate Governance Report, Acek Desarrolloy Gestión Industrial, S.L., Mitsui & Co., Ltd. and Gestamp, 2020, S.L., formalised anagreement on 23 December 2016, which governs, among other aspects, the system fortransferring the shares of the Company, owned by Acek Desarrollo y Gestión
Industrial, S.L. and Mitsui & Co., Ltd. (indirectly through Gestamp 2020, S.L.). Thistransfer regime could hinder a takeover of the Company by means of the acquisitionof its shares on the market. For further information see the Significant Event of 7
April 2017 (Record No. 250532) and the note included in section H.
Similarly, as stated in the aforementioned section, Mr. Francisco José Riberas Mera,
Orilla Asset Management, S.L., Mr. Juan María Riberas Mera, Ion Ion, S.L., and Acek
Desarrollo y Gestión Industrial, S.L., formalised a protocol on 21 March 2017, whichgoverns, among other aspects, the procedure for deciding the direction of the vote ofAcek Desarrollo y Gestión Industrial, S.L. in the Company in relation to theresolutions to be adopted by the Company’s General Shareholders’ Meeting. This theprocedure for deciding the direction of the vote could hinder the takeover of theCompany by means of the acquisition of its shares on the market. For further
information, see the Significant Event of 7 April 2017 (Record No. 250503) and the10note included in section H.
A.13 State whether or not the shareholders acting at a general shareholders’ meeting haveapproved the adoption of breakthrough measures in the event of a takeover bid
pursuant to the provisions of Law 6/2007.
Yes □

No ☒

Explain the approved measures and the terms on which the restrictions will become
ineffective.

A.14 State whether or not the company has issued securities that are not traded on an EU
regulated market.
No □

Yes ☒

If applicable, specify the different classes of shares, if any, and the rights andobligations attached to each class of shares.
The Company has issued promissory notes that are traded on the Alternative
Fixed-Income Market (MARF).
The Company also issued senior notes that are marketed in Euro MTF of the
Luxembourg Stock Exchange.
For further information relating to these debt instruments, go to the website of
the markets referred to: http://www.bmerf.es/ and www.bourse.lu.

11

B

GENERAL SHAREHOLDERS' MEETING
B.1

State and, if applicable, describe whether or not there are differences with theminimum requirements set out in the Companies Act (LSC) regarding the quorum
needed to hold a general shareholders' meeting.
Yes □

No ☒

% quorum differing from% quorum differing from thatthat established in Art. 193

established in Art. 194 LSC forof Spanish Capital

special cases pursuant to Art. 194

Companies Act (LSC) for

LSC

general cases
Quorumrequired on
1st callQuorumrequired on
2nd callDescription of the differences

B.2

State and, if applicable, describe any differences from the rules set out in the
Companies Act for the adoption of corporate resolutions:
Yes □

No ☒

Describe how they differ from the rules provided by the Companies Act.

Qualified majority other thanthat established in Article
201.2 of the Companies Act
for the cases set forth in
Article 194.1 of theCompanies Act% established by theentity for the adoptionof resolutions
Describe thedifferences

12

Other instances inwhich aqualifiedmajority isrequiredB.3

State the rules applicable to the amendment of the articles of association of thecompany. In particular, disclose the majorities provided for amending the articles ofassociation, and any rules provided for the protection of the rights of the shareholders
in the amendment of the articles of association.
The articles of association of the Company do not establish different or additional rules
to those set out by law for the amendment of articles of association.
In this regard, according to the provisions under Article 13.3 of the Company's articles
of association, in order for the General Shareholders' Meeting to validly agree any
articles of association amendment, the following shall be required: on first call, theabsolute majority of shareholders present, either in person or by proxy, provided theyhold at least fifty percent of the subscribed share capital with voting rights; and, on
second call, the favourable vote of two thirds of shareholders present, either in personor by proxy, at the General Shareholders' Meeting, when there are shareholders
representing twenty-five percent or more of the subscribed share capital with voting
rights, without reaching fifty percent.

B.4

State the data on attendance at the general shareholders’ meetings held during thefinancial year referred to in this report and those of the two previous financial years:
Attendance data
Date ofgeneralshareholders'meeting
09/05/2023
Of which free
float:
10/05/2022
Of which free
float:
06/05/2021
Of which free
float:% absentee voting
Electronic
Other % Total
voting% ofshareholders
present inperson% ofshareholders
represented by
proxy

0.59
0.41

86.68
12.86

0
0

1.24
1.24

88.51
14.51

0.53
0.35

86.60
12.98

0
0

0
0

87.13
13.33

0.18
0.00

86.12
13.15

0
0

1.13
1.13

87.43
14.28

Observations
For clarification purposes, it is stated for the record that physical attendance data
include the shares owned by shareholder individuals that are physically present at theGeneral Shareholders’ Meeting. In addition, proxy attendance data include the shares
owned by shareholder individuals that are represented by proxies at the General
Shareholders’ Meeting and the shares owned by shareholder legal entities making up,
to a large extent, most of share capital. Furthermore, it is stated for the record thatthe information on the percentage of remote voting (“other”) refers to those votes
received by regular mail.

B.5

State whether at the general meetings held throughout the year there were any itemson the agenda that, for any reason, were not approved by the shareholders.
Yes □

No ☒

Agenda items not approved% votes against (*)

13

(*)

B.6

If the non-approval of the item is due to a reason other than a vote against, it is to be explainedin the text part, placing “n/a” in the column “% votes against”.

State whether or not there are any articles of association restrictions requiring aminimum number of shares to attend the general shareholders’ meeting, or to voteremotely:
Yes □

No ☒

Number of shares required to attend the general shareholders’meeting
Number of shares required to vote remotely

B.7

State whether it has been established that certain decisions, other than thoseestablished by law, which involve the acquisition, disposal or contribution of essential
assets to another company or other similar corporate operations, must be subject tothe approval of the general shareholders' meeting.
Yes □

No ☒

Explanation regarding the decisions to be submitted to the board, other than thoseestablished by law

B.8

State the address and method for accessing the company’s website to accessinformation regarding corporate governance and other information regarding generalshareholders’ meetings that must be made available to the shareholders through theCompany’s website.
On the Company's website (www.gestamp.com), there is a Corporate Governancesection, which can be accessed from the home page via the “Shareholders andInvestors” section. In this section, it is possible to obtain information on “Corporate
Governance”, which includes information on the General Shareholders’ Meeting, theBoard of Directors and its Committees, as well as the Company’s corporate standards
and policies.
The “Corporate Governance” section is therefore accessible in two clicks from thehome page.

14

C

STRUCTURE OF THE COMPANY’S MANAGEMENT

C.1

Board of directors
C.1.1

Minimum and maximum number of directors provided for in the Articles of Association and thenumber set by the General Meeting:15

Maximum number of
directors
Minimum number of
directors
Number set by the general
meeting

913

Observations

C.1.2

Complete the following table identifying the members of the board:

Individual or Representativ Categorycompany name e
directorof director
Mr Francisco
Executive
José Riberas
Meraof Position on the Date of first Date of last Election
Board
appointment appointment procedure
Executive
Chairman

22/12/1997

06/05/2021

Mr Juan María
Riberas Mera-

Proprietary

ViceChairman

22/12/1997

06/05/2021

Mr Francisco
López Peña-

Proprietary

Member

05/03/2010

06/05/2021

Ms Chisato
Eiki-

Proprietary

Member

01/04/2021

06/05/2021

Mr Norimichi
Hatayama-

Proprietary

Member

02/04/2020

25/06/2020

Mr Alberto
RodríguezFraile Díaz-

Coordinating Member
Independent
Director

24/03/2017

06/05/2021

Mr JavierRodríguez
Pellitero-

Independent

Member

24/03/2017

06/05/2021

Mr Pedro Sainz
de Baranda
Riva-

Independent

Member

24/03/2017

06/05/2021

15

GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting

Date
birth

of

01/06/1964

06/10/1968

05/03/1959

30/09/1972

22/12/1973

22/10/1964

22/09/1969

23/03/1963

Ms Ana García
Fau-

Independent

Member

24/03/2017

06/05/2021

Mr César
Cernuda Rego-

Independent

Member

24/03/2017

06/05/2021

Ms Concepción
RiveroBermejo-

Independent

Member

29/07/2019

25/06/2020

Mr Gonzalo
UrquijoFernández deAraoz
Ms Loreto
Ordóñez Solís-

Other external Member
directors

24/03/2017

06/05/2021-

Independent

06/05/2021

06/05/2021

MemberAgreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.
GeneralShareholders'Meeting
Agreement.

03/11/1968

18/04/1972

15/06/1965

17/09/1961

24/04/1971

13

Total number of directors

State any removals, either due to resignations or resolutions of the General
Shareholders’ Meeting, in the Board of Directors during the reporting period:
Individual orClass ofDate of last Date of vacancy
Specialist
company name director at appointment
Committees ofof director
time ofwhich he/she was avacancymemberIndicate whether the
resignation/dismissal took
place before the end of theterm of officeCause of resignation/dismissal when occurring before the expiration of the term of officeand other observations; information on whether or not the director sent a letter to theother board members and, in the case of dismissals of non-executive directors, anexplication or the perspective of the director dismissed by the General Meeting.

C.1.3

Complete the following tables about the members of the board and eachmember’s status:
EXECUTIVE DIRECTORS

Individual or company name Position within the company’s structureof director
Mr Francisco José Riberas
Mera

Executive Chairman

ProfileHe holds a Degree in Law and a Degree inBusiness Management and Economics from the
Comillas Pontifical University (ICADE E-3) of
Madrid.
He began his professional career by taking on

16different positions in the Gonvarri Group as
Director of Corporate Development and later asCEO. In 1997 he created Gestamp Automoción
and since then he has been its executive
chairman, shaping over time what Gestamp
Group is today.
He is a member of the Boards of Directors of
Telefónica, CIE Automotive and Wallbox. He
also sits on the management bodies of other
Gestamp Group companies and of companies in
the Acek family holding (including companies
in the Gonvarri, Acek Energías Renovables andInmobiliaria Acek groups). He also chairs the
Spanish Association of Automotive Suppliers(Sernauto) and the Spain-China Council
Foundation.
1

Total number of executive
directors

7.69%

Total % of the board

Observations

It is stated for the record that, on 31 December 2023, the service agreementin place between Director Mr Francisco López Peña and the Company
expired, so that said Director no longer holds “executive” capacity,classified instead as a “proprietary” Director as of said date, insofar as Mr.
Francisco López Peña is a senior executive and director of companies
related to Grupo Acek.

EXTERNAL PROPRIETARY DIRECTORS
Individual or company name of
director

Mr Juan María Riberas Mera

Individual or company name ofthe significant shareholder
Profilerepresented by the director or thathas proposed the director’s
appointment
Acek Desarrollo y Gestión
He holds a Degree in Law and a Degree in BusinessIndustrial, S.L.
Management and Economics from the Comillas
Pontifical University (ICADE E-3) of Madrid.
He is currently Chief Executive Officer of theGonvarri Group and the Acek Renovables Group.
He began his professional career in the Corporate
Development area of the Gonvarri Group, where helater became Chief Executive Officer, a position hecurrently holds.
He is Chairman of the Board of Directors ofGonvarri and a member of the management bodiesof the subsidiaries of such company. He is also amember of the management body of Acek Group
companies (including Acek Energías Renovables
Group and Inmobiliaria Acek Group). Outside17

Mr Francisco López Peña

Acek Desarrollo y Gestión
Industrial, S.L.

Acek Group, he is a member of the Boards of
Directors of CIE Automotive and Global
Dominion. He is also a member of the Board ofTrustees of the Juan XXIII Foundation, among
others.
He holds a degree in Civil Engineering from the
Polytechnic University of Barcelona and a Masterof Business Administration (MBA) from the IESE
Business School, Barcelona.
He has extensive experience in the vehicle parts
sector with over 22 years in Gestamp Group.
Previously, he held executive management
positions in companies in sectors such as industrial
mining and textiles. In 1998 he joined Gestamp as
Director of Corporate Development, becoming
CFO from 2008 to 2017 and then CEO up to 2020.
He is currently Managing Director of Orilla AssetManagement, S.L.

Ms Chisato Eiki

Acek Desarrollo y Gestión
Industrial, S.L.

He is also a Director of several unlisted companiesof the Gestamp Automoción Group, of GAM(General de Alquiler de Maquinaria, S.A.), and ofseveral unlisted companies in which Orilla AssetManagement, S.L. has a stake.
She holds a degree in Social Science from the
Hitotsubashi University, Japan.
She is currently the General Director of the
Corporate Sustainability Division of the Mitsui &Co., Ltd. Group, position that she has held since
2020.
In the last 25 years, she has been working for MitsuiGroup, developing her professional experience at
the Infrastructure Projects Business Unit throughdifferent leading positions for the Latin Americaand Asia regions. She started her professional
career by holding different positions at theInfrastructure Projects Business Unit. In 2008, she
worked for the Energy Transmission Department
reporting to the Mobility Business Unit. In 2010
she was appointed Deputy General Director of theInfrastructure Projects Business Unit, being
promoted in 2014 to General Director of theInfrastructure Projects Business Unit.
She forms part of the management bodies of MitsuiGroup companies.

Mr Norimichi Hatayama

Acek Desarrollo y Gestión
Industrial, S.L.

18

She is Director of Gestamp 2020, S.L.
He holds a degree in Arts from the Tokyo
University of Foreign Studies (TUFS) and attended
an international studies program taught by
Universidad Tecnológica de Monterrey, Mexico.

He has extensive experience in the steel sector anda professional career of over 20 years working for
Mitsui Group in different positions and different
locations. He is the current General Director of theSteel Commercial Development and Investments
Department in the Metals Division. He began his
professional career in Mitsui in 1998, holding
different positions in the Rolls, Tubes and Rails
Division and, in particular, in the Steel Rolls
international area in Tokyo. From 2009 to 2015, he
acted as the Deputy General Director of the Steel
Products Division for the Middle East, the Main
Representative at the Al-Khovar office andGeneral Director of the Metal Department in
Mitsui’s subsidiary in Saudi Arabia. Afterwards, he
was appointed General Director of the Rails
International Department, which belongs to theRolls, Tubes and Rails Division. Subsequently andprior to holding his current position, he was theGeneral Director of the Automotive Components
area reporting to the Automotive Components
Division.
He is Director of Gestamp 2020, S.L.
4

Total number of proprietary
directors
Total % of the board

30.77%
Observations

EXTERNAL INDEPENDENT DIRECTORS

Individual or company name of director

ProfileMr Alberto Rodríguez-Fraile Díaz

He holds a Degree in Business Administration from the University of Miamiand participated in the PADE programme (Senior Business Management) at
the IESE Business School of Madrid. He also has certifications from the
Securities Exchange Commission and the National Association of Securities
Dealers as Registered Options Principal, Financial and Operation Principal,
and Securities Principal.

Mr Javier Rodríguez Pellitero

He started his professional career as a financial consultant at Merrill Lynch.
Over the last 30 years he has worked for Asesores y Gestores Financieros(A&G), a company of which he is a founding partner, shareholder and the
Chairman of its Board of Directors. Furthermore, he is a member of the boardof A&G Group companies.
He holds a Degree in Law and a Degree in Business Management andEconomics from the Comillas Pontifical University (ICADE E-3) of Madrid.
He is Secretary General of the Spanish Banking Association (AEB). He is also
the Chairman of the Fiscal and the Legal Committee of the AEB, member ofthe Legal Committee of the European Banking Federation and member of19the Consultation Committee of the National Securities Market Commission(CNMV). He started his professional career at the law firm Uría & Menéndez
and was subsequently a Head State Lawyer in Zamora. At the CNMV, heheld several important positions, such as Managing Director of Legal Services
and Secretary of the Board. He also acted as Secretary of the Special WorkGroup that produced the 2006 Unified Code of Good Governance for Listed
Companies. He was also a member of the Commission of Experts that
produced the 2015 Code of Good Governance for Listed Companies.

Mr Pedro Sainz de Baranda Riva

In addition, he is a Member of the Advisory Board of Engie España, S.L.U.
He holds a Degree in Mine Engineering from the University of Oviedo and a
PhD in Engineering from Rutgers University in New Jersey. He also holds a
Master’s Degree in Business Administration (MBA) from the MIT, Sloan
School of Management, Massachusetts.
Former Executive Chairman of Otis Elevator Company, he is a founding
partner of the investment firm Sainberg Investments. A large part of his
professional career was undertaken at the United Technologies Corporation
Group, where he held different managerial positions with an international
scope. He started as an R&D engineer at United Technologies, Connecticut,
and later became the Engineering and New Technologies Manager.
Subsequently, he was the Director of New Installations at Otis Elevator in
Mexico, General Director at Otis in Portugal, CEO at Zardoya Otis andChairman of the Southern Europe and Middle East area at Otis Elevator
Company and, finally, Executive Chairman at Otis Elevator Company, aworld leader in its sector.

Ms Ana García Fau

He is a member of the Board of Directors of Scalpers Fashion, Naturgy
Energy Group and Acerinox, a member of the Oversight Council of TK
Elevator GmbH and a member of the Social Council at the Carlos III
University in Madrid. In the past, he formed part of the management bodies
of certain companies belonging to the Otis Elevator Company Group. He is
also a member of the Board of Trustees of the Princess of Asturias
Foundation and the University of Nebrija.
She holds degrees in Law and in Business Management and Economics fromthe Comillas Pontifical University (ICADE E-3) of Madrid. She also holds a
Master of Business Administration (MBA) from the MIT, Sloan School ofManagement, USA.
She is currently part of the Boards of Directors of the following listedcompanies: Cellnex Telecom, Merlin Properties and JDE Peet's in the
Netherlands. She is a Non-Executive Chairwoman of Finerge in Portugal, acompany partly owned by infrastructure funds, and an advisor/member ofseveral advisory boards such as Pictet Wealth Management in Spain,
Cosentino Group and the Board of Trustees of Fundación Universitaria
Comillas-ICAI.
She started her professional career working at McKinsey & Co., Wolff Olinsand Goldman Sachs International. At TPI-Páginas Amarillas (Telefónica
Group) she was General Director of the Corporate Development area andsubsequently Chief Financial Officer. She formed part of the Boards of
Directors of different companies under the TPI Group. In the Hibu Group(formerly, Yell), she held different managerial positions, such as CEO of Yellfor business in Spain and Latin America for 7 years, and as Global General
Director of Business Strategy and Development, as well as member of its
Global Steering Committee, participating in the development of the20

company’s digitalisation strategy.

Mr César Cernuda Rego

She was administrator of Cape Harbor Advisors, Renovalia Energy Group,
Euskaltel, Eutelsat (France), Technicolor (France) and Globalvía; and amember of the advisory board of DLA Piper (United Kingdom).
He holds a Degree in Business Administration and Marketing from the ESIC
University, Business & Marketing School, Madrid. Furthermore, heparticipated in the Managerial Development Programme (PDD) at the IESE
Business School in Madrid, as well as in the Executive Leadership programme
at Harvard University, Massachusetts. In 2022 he completed the Universityof Oxford Saïd Business School’s Leading Sustainable Corporations
Programme.
He started his professional career in the banking sector at Banco 21 (Banco
Gallego) and subsequently worked at Software AG. For 23 years, he has led
Microsoft in a variety of international leadership positions, including General
Manager of Microsoft Dynamics Europe, Middle East and Africa, Worldwide
Vice President of Microsoft Dynamics, President of Microsoft Asia Pacific,
and Corporate Vice President of Microsoft.

Ms Concepción Rivero Bermejo

Since July 2020, he has been Worldwide President of NetApp, Inc. He is alsoa member of the Advisory Board of the McDonough School of Business at
Georgetown University and of the International Advisory Board of the IESE
Business School, University of Navarra.
She holds a degree in Economics and Business Administration from theAutonomous University of Madrid. She also studied an AdvanceManagement Program at IESE, Madrid, and an Executive Program at
Singularity University in California.
She began her professional career in Telyco (a subsidiary of Telefónica) as
Product Marketing Director. Afterwards, she was Marketing Director in
Amena (currently, Orange) and in Xfera (currently, Yoigo). She then worked
in Nokia as CEO for the Iberia business and Senior Vice-Chairwoman of theTelefónica global business for Nokia for 7 years, while being a member of thecompany’s Global Brand Council. Subsequently, she was Global Director in
Telefónica of the Mobile Devices business unit and then Global Marketing
Director. Her last position in Telefónica was deputy member of the General
Global Management at the Digital and Commercial Unit. She was then Senior
Advisor at Ericcson and Chairwoman of the International Women Forum.

Ms Loreto Ordóñez Solís

She is currently an independent director of Cellnex Telecom and Chairwomanof its Nomination, Compensation and Sustainability Committee, a memberof the Advisory Council of Mutualidad de la Abogacía and Non-Executive
Chairwoman of Pentacom (Onivia) and its Nomination and Compensation
Committee. Additionally, she belongs to the Council of the Spanish
Association of Directors (AED) and is Co-Chairman of the Women Corporate
Director Spain.
She holds a degree in Mine Engineering from the University of Oviedo, Spain,a Master’s Degree in Combustion and Energy from the University of Leeds,
England, and an MBA from IESE, Spain.
She has an important professional track records with almost 25 years ofexperience in the energy sector. She is currently the CEO of ENGIE Group(formerly, GDF Suez) in Spain, a position from which she is leading theenergy transformation process focusing on decarbonisation, energy efficiency
and innovation.

21

She started her professional career in the Research & Development area of
the European Commission - DGXII and then started working for ENUSA(Uranium National Enterprise) and, afterwards, in Enagás. In London, she
was the Business Development Director for the Energy Wholesale Operationin 2000. Subsequently, in 2002, she started working for ENGIE Group as
Operations Director for Electrabel España in Belgium. In 2009 she wasappointed Energy Strategy and Management Vice-Chairwoman in GDF Suez
Energy Western Europe, Paris, and since 2011 she has been the CEO of
ENGIE Group in Spain.
She is currently a director of EXOLUM and other ENGIE Group companies.
She is also French Foreign Trade Director, Dialogue Chair of the SpainFrance Friendship Association, Vice-Chairwoman of the BelgiumLuxembourg Chamber of Commerce in Spain, a member of the Board of
Directors of Círculo de Empresarios (Businesspersons Association) and of the
Spanish Business Council for Sustainable Development (Forética), and amember of the Executive Board of the French Chamber of Commerce inSpain.
Total number of independent
directors
Total % of the board

753.85%

Observations

State whether or not any director classified as independent receives from thecompany or its group any amount or benefit for items other than director
remuneration, or maintains or has maintained during the last financial year abusiness relationship with the company or with any company of its group,
whether in the director’s own name or as a significant shareholder, director orsenior officer of an entity that maintains or has maintained such relationship.
If applicable, include a reasoned statement of the director regarding the reasons
for which it is believed that such director can carry out the duties thereof as anindependent director.
Individual orcompany name of
director

Description of therelationship

Reasoned statement

Not applicable.
OTHER EXTERNAL DIRECTORS
Identify the other external directors and describe the reasons why they cannot
be considered proprietary or independent directors as well as their ties,
whether with the company, its management or its shareholders:

Individual or company
name of director
Reasons

Company, officer orshareholder with
Profilewhich the director has

22

ties
Mr Gonzalo Urquijo
Fernández de Araoz

He was a director of theCompany for a continuous
period of over 12 years.

Gestamp
Automoción, S.A.

He holds a degree in Economics and Political
Science from Yale University, Connecticut,
and an MBA from Instituto de Empresa,
Madrid.
He began his professional career in thebanking sector, working in different positions
for Citibank and Crédit Agricole. He later
became Director and Chief Financial Officer ofCorporación J M Aristrain and then Chief
Financial Officer of Aceralia Corporación
Siderúrgica’s investees. He held different
positions as member of the General
Management in ArcelorMittal Group in
different areas, such as those referring to longproducts, stainless steel, distribution,
emerging markets and CSR. He was thenStrategy Director at ArcelorMittal chaired
ArcelorMittal Spain. He was the Executive
Chairman of Abengoa.
He is Talgo’s current CEO. She is also amember of the Board of Directors of
Ferrovial, the Chairman of Hesperia
Foundation and a member of the Board ofTrustees of Princess of Asturias Foundation.
Formerly he was a member of the Board of
Directors of Fertiberia, Holding Gonvarri anddifferent ArcelorMittal Group companies, aswell as in the following listed companies:
Abengoa, Aceralia, APERAM, Atlantica
Yield and Vocento.

1

Total number of other external
directors
Total % of the board

7.69%

State the changes, if any, in the class of each director during the period:
Individual or company name of Date of
directorchangeMr Francisco López Peña
31/12/2023

Formerclass
Executive

Current
class
Proprietary

Observations

On 31 December 2023, the service agreement in place between Director Mr
Francisco López Peña and the Company expired, so that said Director nolonger holds “executive” capacity, classified instead as a “proprietary”
Director as of said date, insofar as Mr. Francisco López Peña is a senior
executive and director of companies related to Grupo Acek.

23

C.1.4Complete the following table with information regarding the number offemale directors for the last 4 financial years, as well as the status of suchdirectors:

Number of female directors
Year t0
Executive
1
Proprietary
Independent 3
Other external 0
4
Total:% of total directors of each classYear t-1

Year t-2

Year t-3

Year tYear t-1

Year t-2

Year t-3

0
1
3
0
4

0
1
3
0
2

0
0
2
0
2

0
33.33
42.86
0
30.77

0
33.33
42.86
0
30.77

0
33.33
42.86
0
30.77

0
0
33.33
0
16.66

Observations

C.1.5

State whether the company has diversity policies in relation to the company's
board of directors with regard to issues such as age, gender, disability, or
professional training and experience. Small and medium-sized entities,
according to the definition contained in the Auditing Act, shall report, as aminimum, on the policy they have established regarding gender diversity.
Yes ☒

No □

Partial Policies □If so, describe these diversity policies, their objectives, the measures and how
they have been implemented and their results for the year. Also state thespecific measures adopted by the Board of Directors and the Nomination andCompensation Committee to achieve a balanced and diverse presence of
directors.
If the company does not implement a diversity policy, explain why not.
Description of the policies, objectives, measures and the way in which they have been implemented, as
well as the results obtained

The Board of Directors' Diversity and Selection Policy approved by the Board of
Directors of the Company on 14 December 2017, at the proposal of the Nomination
and Compensation Committee, and amended on 26 July 2022, defines the procedures
and mechanisms for the selection of Directors in order to ensure an appropriate anddiverse composition of the Board of Directors of the Company at all times. This policy
sets out the underlying principles that are to govern it, which include the following:

Equal treatment and transparency. This principle states that the selection of
directors shall be transparent and free from implicit bias, so as to guarantee thesame opportunities for all qualified candidates.

Diversity. This principle states that diversity of skills, knowledge, experience,
backgrounds, nationalities, age and gender shall be encouraged, in order to enrich
the decision-making process and to bring different perspectives to discussions on
matters within the Board’s competence.

In pursuit of this principle of diversity, and of gender diversity in particular, the Boardof Directors' Diversity and Selection Policy establishes that, given the equality of24knowledge, skills and experience of the candidates, the Board of Directors shallendeavor to co-opt or propose the appointment to the General Shareholders' Meetingof a candidate belonging to the least represented gender. In this regard, theaforementioned Policy also establishes the Board's duty to ensure that the Company's
diversity measures encourage a significant number of women in senior management
positions within the Company, in accordance with the provisions of Recommendation
14 of the Good Governance Code of Listed Companies.
The Board of Directors' Knowledge, Skills, Diversity and Experience Guide sets out
the knowledge, skills, diversity and experience that the Board of Directors as a wholemust possess such that it serves as a reference and support tool for the Board of
Directors' Selection Policy. This guide, approved on 14 December 2017 by the Boardof Directors at the proposal of the Nomination and Compensation Committee, develops
the aforementioned principles and establishes that, for the purposes of selecting
candidates and re-electing Directors, and in the face of equal knowledge andexperience, diversity is to be encouraged, thus preventing discrimination on groundsof gender, age, culture, religion and race, and that the composition of the Board of
Directors is to be in accordance with the demographic reality of the markets in which
the Company operates.
On the other hand, in accordance with Article 41. 1. (b) of the Regulations of the Boardof Directors, the Nomination and Compensation Committee verified compliance withthe aforementioned Board of Directors Selection and Diversity Policy at its meetingon 18 December 2023. Given that there have been no vacancies on the Board of
Directors in 2023, the verification of compliance with this Policy has focused on
ensuring that the Board of Directors had an appropriate and diverse composition
during the year.
C.1.6

Explain any measures, if appropriate, approved by the Nomination
Committee in order for selection procedures to be free of any implied bias thathinders the selection of female directors, and in order for the company todeliberately search for women who meet the professional profile that is sought
and include them among potential candidates in order to allow for a balanced
presence of men and women. Also indicate if these measures include
promoting a significant number of female high executives at the company:
As set out in section C.1.5., the Board of Directors’ Selection and Diversity
Policy states that equal treatment and diversity shall be inspirational
principles for directors’ selection processes. The policy establishes that the
selection process of possible directors shall be based on an analysis of theduties and the skills required to adequately meet the diversity profile of theBoard of Directors, among other profiles, based on that set out in the
Knowledge, Skills, Diversity and Experience Guide of the Board of Directors.
Such guide contains the main criteria that were followed to design thecomposition of the current Board of Directors and that are to be followed
when it comes to filling future vacancies.
Some of the stand-out principles include favouring the selection of candidates
and the re-election of directors, who have the necessary knowledge andexperience, favouring diversity and preventing discrimination on grounds ofgender, among other reasons.
On July 26, 2022, the Appointments and Remuneration Committee proposed
for approval by the Board of Directors, the introduction of certain
amendments to the aforementioned Selection and Diversity Policy of theBoard of Directors, and specifically, the inclusion of the duty of the Board of25

Directors to ensure that, in the event of equality of knowledge, skills andexperience of the candidates, it shall endeavor to appoint by co-optation or
propose the appointment to the General Shareholders' Meeting of a candidate
belonging to the least represented gender. In this regard, the aforementioned
Policy also includes the duty of the Board of Directors to ensure that theCompany's diversity measures encourage a significant number of women insenior management positions within the Company, in accordance with theprovisions of Recommendation 14 of the Good Governance Code of Listed
Companies.
In this regard, as mentioned below as part of the assessment of the Board of
Directors (section C.1.17), the action plan prepared by the Nomination andCompensation Committee and submitted for the approval of the Board of
Directors at its first meeting in 2023 included certain recommendations to be
carried out during the year, such as continuing to fulfil the diversity principle
included in both the Diversity and Selection Policy and the Knowledge,
Skills, Diversity and Experience Guide of the Board of Directors.
In addition, among the measures adopted to encourage the Company to havea significant number of female executives, since 2018 the Company has
participated in the Promociona executive development programme,organised by the ESADE business school together with the CEOE, in whichfemale employees of the Group with executive potential participate on anannual basis.
If there are few or no female directors despite any measures adopted, if applicable,
describe the reasons why:
Explanation of reasons

C.1.7

Explain the conclusions of the Nomination Committee regarding verificationof compliance with the Board of Directors’ appropriate structure policy.
In accordance with the provisions of Article 41. 1. (b) of the Regulations of
the Board of Directors, the Nomination and Compensation Committee, at its
meeting held on 18 December 2023, verified compliance with the Selection
and Diversity Policy of the Board of Directors during financial year 2023. In
this regard, since there were no vacancies on the Board of Directors during
the year, the verification of compliance has focused on ensuring that theBoard of Directors had an appropriate and diverse composition during the
year.

26

C.1.8

Explain, if applicable, the reasons why proprietary directors have been
appointed at the proposal of shareholders whose shareholding interest is lessthan 3% of share capital:
Individual or company name ofshareholder

ReasonState if there has been no answer to formal petitions for presence on the board
received from shareholders whose shareholding interest is equal to or greaterthan that of others at whose proposal proprietary directors have been
appointed. If so, describe the reasons why such petitions have not beenanswered:Yes □Individual or company name ofshareholder

C.1.9

No ☒
Explanation

Indicate, if any, the powers and delegations granted by the Board of
Directors, including those related to the possibility of issuing or repurchasing
shares, to directors or Board committees:
Individual or company name of
director or committee
Mr Francisco José Riberas Mera

Brief description
In a meeting held on 7 May 2021, theBoard of Directors of the Company
appointed Mr. Francisco José
Riberas Mera as CEO bearing thetitle of Executive Chairman,delegating to him all the powers
inherent to the Board of Directors,
including executive powers, except
for those that could not be delegatedby law or under the articles ofassociation.

C.1.10 Identify, where applicable, the members of the board who hold the positionof directors, representatives of directors or executives in other companies thatform part of the listed company’s group:27

Individual or company name of
director

Name of entity within the group

Position

Mr Francisco José Riberas Mera Adral Matricería y Puesta a Punto, S.L.

Mr Francisco José Riberas Mera Autotech Engineering Deutschland GmbHMr Francisco José Riberas Mera Autotech Engineering R&D, UK Limited
Mr Francisco José Riberas Mera Autotech Engineering, S.L.

Does he/she
have executive
duties?

Representative YES(natural person)of sole director(legal person)
Joint andYES
Several Director
Chairperson
YES

Mr Francisco José Riberas Mera Autotech Engineering Spain, S.L.

Representative YES(natural person)of sole director(legal person)
Chairman/CEO YESMr Francisco José Riberas Mera Autotech Engineering France, S.A.S.

Chairperson

Mr Francisco José Riberas Mera Gestamp Tooling Erandio, S.L.

Representative YES(natural person)of sole director(legal person)
Vice-Chairman YES

Mr Francisco José Riberas Mera Beyçelik Gestamp Otomotiv Sanayi A.S.
Mr Francisco José Riberas Mera Diede Die Development, S.L.

Mr Francisco José Riberas Mera Edscha Automotive Components (Kunshan)Co., Ltd.
Mr Francisco José Riberas Mera Edscha Automotive Hauzenberg, GmbHMr Francisco José Riberas Mera Edscha Automotive Hengersberg, GmbHMr Francisco José Riberas Mera Edscha Automotive Italia, S.R.L.
Mr Francisco José Riberas Mera Edscha Automotive Kamenice, S.R.O.

YES

Representative YES(natural person)of Sole Director(legal person).
Chairperson
YES

Joint andYES
Several Director
Joint andYES
Several Director
Chairperson
YES

Mr Francisco José Riberas Mera Edscha Automotive Michigan, INC.

Joint andYES
Several Director
Sole Director
YES

Mr Francisco José Riberas Mera Edscha Automotive SLP, S.A.P.I. DE C.V.

Chairperson

YES

Mr Francisco José Riberas Mera Edscha Automotive SLP Servicios Laborales, Chairperson
S.A.P.I. DE C.V.

NO

Mr Francisco José Riberas Mera Edscha North America Technologies, LLC

Sole Director

YES

Mr Francisco José Riberas Mera Edscha Briey, S.A.S.

Chairperson

YES

28

Mr Francisco José Riberas Mera Edscha Burgos, S.A.

Mr Francisco José Riberas Mera Edscha Engineering France, S.A.S.

Representative YES(natural person)of sole director(legal person)
Chairperson
YES

Mr Francisco José Riberas Mera Edscha Engineering, GmbH

Joint andYES
Several Director
Mr Francisco José Riberas Mera Edscha Hauzenberg Real Estate, GmbH & Co. Representative YES
KG(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Edscha Hengersberg Real Estate, GmbH &Representative YES
Co. KG(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Edscha Holding, GmbH
Joint andYES
Several Director
Mr Francisco José Riberas Mera Edscha Hradec, S.R.O.
Joint andYES
Several Director
Mr Francisco José Riberas Mera Edscha Kunststofftechnik, GmbH
Joint andYES
Several Director
Mr Francisco José Riberas Mera Edscha Santander, S.A.
Representative YES(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Edscha Velky Meder, S.R.O.
Joint andYES
Several Director
Mr Francisco José Riberas Mera Gestamp 2008, S.L.
Chairman/CEO YESMr Francisco José Riberas Mera Almussafes Mantenimiento de Troqueles, S.L. Representative YES(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Gestamp Palau, S.A.
Representative YES(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Gestamp Automotive India, Private Limited Board Member YES
Mr Francisco José Riberas Mera Gestamp Holding Mexico, S.L.

Chairperson

YES

Mr Francisco José Riberas Mera Gestamp Holding Argentina, S.L.

Representative YES(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Gestamp Autocomponents Dongguan, Co. Ltd. Chairperson
YES
Mr Francisco José Riberas Mera Gestamp Autocomponents Kunshan, Co. Ltd. Chairperson
Mr Francisco José Riberas Mera Gestamp Abrera, S.A.

YES

Representative YES

29

Mr Francisco José Riberas Mera Gestamp Aguascalientes, S.A. de C.V.

(natural person)of sole director(legal person)
Chairman/CEO YESMr Francisco José Riberas Mera Gestamp Alabama, LLC

Sole director

Mr Francisco José Riberas Mera Gestamp Aragón, S.A.

Representative YES(natural person)of sole director(legal person)
Chairperson
YES

Mr Francisco José Riberas Mera Gestamp Aveiro-Industria e acessorios deAutomoveis, S.A.
Mr Francisco José Riberas Mera Gestamp Bizkaia, S.A.

YES

Mr Francisco José Riberas Mera Gestamp Cartera de Mexico, S.A. de C.V.

Representative YES(natural person)of sole director(legal person)
Chairman/CEO YESMr Francisco José Riberas Mera Gestamp Cerveira, Lda.

Board Member

YES

Mr Francisco José Riberas Mera Gestamp Chattanooga, LLC

Sole director

YES

Mr Francisco José Riberas Mera Gestamp Esmar, S.A.

Representative YES(natural person)of sole director(legal person)
Chairperson
YES

Mr Francisco José Riberas Mera Gestamp Estarreja, Lda.
Mr Francisco José Riberas Mera Gestamp Global Tooling, S.L.

Mr Francisco José Riberas Mera Gestamp Hardtech, A.B.

Representative YES(natural person)of sole director(legal person)
Joint andYES
Several Director
Joint andYES
Several Director
Joint andYES
Several Director
Board Member YES

Mr Francisco José Riberas Mera Gestamp Holding China, A.B.

Board Member

NO

Mr Francisco José Riberas Mera Gestamp Holding Rusia, S.L.

Chairperson

NO

Mr Francisco José Riberas Mera Gestamp Hungária Kft

CEO

YES

Mr Francisco José Riberas Mera Gestamp Ingeniería Europa Sur, S.L.

Representative YES(natural person)of sole director(legal person)
Chairperson
YES

Mr Francisco José Riberas Mera Gestamp Griwe Haynrode, GmbHMr Francisco José Riberas Mera Gestamp Griwe Westerburg, GmbHMr Francisco José Riberas Mera Gestamp Wolfsburg GmbHMr Francisco José Riberas Mera Gestamp Kartek Corp.

30

Mr Francisco José Riberas Mera Gestamp Levante, S.A.

Representative YES(natural person)of sole director(legal person)
Representative YES(natural person)of sole director(legal person)
Sole Director
YES

Mr Francisco José Riberas Mera Gestamp Linares, S.A.

Mr Francisco José Riberas Mera Gestamp Louny S.R.O.
Mr Francisco José Riberas Mera Gestamp Manufacturing Autochasis, S.L.

Mr Francisco José Riberas Mera Gestamp Mason, LLC
Mr Francisco José Riberas Mera Gestamp Metalbages, S.A.

Mr Francisco José Riberas Mera Gestamp Mexicana de Servicios Laborales,
S.A. de C.V.

Representative YES(natural person)of sole director(legal person)
Sole Director
YES
Representative YES(natural person)of sole director(legal person)
Chairperson
NO

Mr Francisco José Riberas Mera Gestamp Mexicana de Servicios Laborales II, Chairperson
S.A. de C.V.
Mr Francisco José Riberas Mera Gestamp Navarra, S.A.

NO

Representative YES(natural person)of sole director(legal person)
Chairperson
YES

Mr Francisco José Riberas Mera Gestamp North America, Inc.
Mr Francisco José Riberas Mera Gestamp North Europe Services, S.L.

Mr Francisco José Riberas Mera Gestamp Noury S.A.S.
Mr Francisco José Riberas Mera Gestamp Palencia, S.A.

Representative YES(natural person)of sole director(legal person)
Chairperson
YES

Mr Francisco José Riberas Mera Gestamp Polska Sp. Z. O. O.

Representative YES(natural person)of sole director(legal person)
Chairperson
YES

Mr Francisco José Riberas Mera Gestamp Puebla II, S.A. de C.V.

Chairperson

YES

Mr Francisco José Riberas Mera Gestamp Puebla S.A. de C.V.

Chairperson

YES

Mr Francisco José Riberas Mera Gestamp Ronchamp, S.A.S.

Chairperson

YES

Mr Francisco José Riberas Mera Gestamp Services India Private Limited

CEO/Chairperso YES
nRepresentative YES(natural person)of sole director(legal person)
Representative YES

Mr Francisco José Riberas Mera Gestamp Servicios, S.A.

Mr Francisco José Riberas Mera Gestamp Solblank Barcelona, S.A.

31

(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Gestamp South Carolina, LLC

Sole Director

YES

Mr Francisco José Riberas Mera Gestamp Automotive Chennai Private Limited Chairperson

YES

Mr Francisco José Riberas Mera Gestamp Sweden, A.B.

Board Member

YES

Mr Francisco José Riberas Mera Gestamp Tech, S.L.

Representative YES(natural person)of sole director(legal person)
Representative YES(natural person)of sole director(legal person)
Chairman/CEO YESMr Francisco José Riberas Mera Gestamp Toledo, S.A.

Mr Francisco José Riberas Mera Gestamp Toluca S.A. de C.V.
Mr Francisco José Riberas Mera Gestamp Tool Hardening, S.L.

Mr Francisco José Riberas Mera Gestamp Vendas Novas Unipessoal, Lda.
Mr Francisco José Riberas Mera Gestamp Vigo, S.A.

Representative YES(natural person)of sole director(legal person)
Board Member YES

Mr Francisco José Riberas Mera Gestamp West Virginia, LLC

Representative YES(natural person)of sole director(legal person)
Sole Director
YES

Mr Francisco José Riberas Mera Automotive Chassis Products UK Limited

Sole Director

YES

Mr Francisco José Riberas Mera Gestamp Metal Forming (Wuhan) Ltd.

Chairperson

YES

Mr Francisco José Riberas Mera Gestamp Prisma, S.A.S.

Sole Director

YES

Mr Francisco José Riberas Mera Gestamp Tallent Limited

CEO/Chairperso YESn
Mr Francisco José Riberas Mera Beyçelik Gestamp Şasi Otomotiv Sanayi A.S. Vice-Chairman NO
Mr Francisco José Riberas Mera Gestamp Wroclaw Sp. Z.O.O.

Sole Director

YES

Mr Francisco José Riberas Mera Sofedit S.A.S.

Chairperson

YES

Mr Francisco José Riberas Mera Ingeniería Global Metalbages, S.A.U.

Mr Francisco José Riberas Mera Çelik Form Gestamp Otomotiv, A.S.

Representative YES(natural person)of sole director(legal person)
Representative YES(natural person)of sole director(legal person)
Chairperson
YES

Mr Francisco José Riberas Mera Beyçelik Gestamp Teknoloji Sanayi A.S.

Board Member

Mr Francisco José Riberas Mera Automated Joining Solutions, S.L.

Representative YES(natural person)of sole director(legal person)

Mr Francisco José Riberas Mera Loire, S.A.F.E.

32

YES

Mr Francisco José Riberas Mera Société Civile Inmobilière de Tournan

Mr Francisco José Riberas Mera Gestamp Pune Automotive Private Limited

Representative YES(natural person)of sole director(legal person)
Chairperson
YES

Mr Francisco José Riberas Mera Todlem, S.L.

Chairperson

YES

Mr Francisco José Riberas Mera Mursolar 21, S.L.

Chairperson

NO

Mr Francisco José Riberas Mera Gestamp 2017, S.L.U.

Representative YES(natural person)of sole director(legal person)
Representative YES(natural person)of sole director(legal person)
Sole Director
YES

Mr Francisco José Riberas Mera Gestamp Technology Institute, S.L.

Mr Francisco José Riberas Mera Gestamp Tooling Engineering DeutschlandGmbH
Mr Francisco José Riberas Mera Gestamp Umformtechnik GmbHMr Francisco José Riberas Mera Gestamp Chattanooga II, LLC

Joint andYES
Several Director
Sole Director
YES

Mr Francisco José Riberas Mera Autotech Engineering R&D USA, Inc.

Sole Director

YES

Mr Francisco José Riberas Mera Gestamp Auto Components (Wuhan) Co., Ltd. Chairperson

YES

Mr Francisco José Riberas Mera Gestamp Auto Components (Chongqing) Co., Chairperson
Ltd.
Mr Francisco José Riberas Mera Gestamp Auto Components (Shenyang) Co., Chairperson
Ltd.
Mr Francisco José Riberas Mera Gestamp Nitra, S.R.O.
Sole Director

YES
YES
YES

Mr Francisco José Riberas Mera Gestamp San Luis Potosí, S.A.P.I. de C.V.

Chairman/CEO YESMr Francisco José Riberas Mera Gestamp Washtenaw, LLC

Sole Director

YES

Mr Francisco José Riberas Mera Autotech Engineering (Shanghai) Co., Ltd.

Chairperson

YES

Mr Francisco José Riberas Mera Gestamp Hot Stamping Japan Co., Ltd.

YESMr Francisco José Riberas Mera Gestamp (China) Holding Co., Ltd.

Legal
representative
Chairperson

Mr Francisco José Riberas Mera Gestamp Autotech Japan K.K.

Board Member

YES

Mr Francisco José Riberas Mera Gestamp Proyectos Automoción 1, S.L.

Representative YES(natural person)of sole director(legal person)
Representative YES(natural person)of sole director(legal person)
Representative YES(natural person)of sole director(legal person)
Natural person NO
representative of

Mr Francisco José Riberas Mera Gestamp Proyectos Automoción 2, S.L.

Mr Francisco José Riberas Mera Gestamp Proyectos Automoción 3, S.L.

Mr Francisco José Riberas Mera Sideacero, S.L.

33

YES

director
Mr Francisco José Riberas Mera Recuperaciones Medioambientales
Industriales, S.L.

Natural person NO
representative ofBoard Member
Mr Francisco José Riberas Mera Gescrap, S.L.
Natural person NO
representative of
director
Mr Francisco José Riberas Mera Reparaciones Industriales Zaldibar, S.L.
Representative YES(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Smart Industry Consulting and Technologies, Chairman/
YES
S.L.
CEO
Mr Francisco José Riberas Mera Gestión Global de Matricería, S.L.
Representative YES(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Ingeniería y Construcción de Matrices, S.A.U. Representative YES(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera IxCxT, S.A.U.
Representative YES(natural person)of sole director(legal person)
Mr Francisco José Riberas Mera Loire USA Inc.
Sole Director
YES
Mr Francisco José Riberas Mera Gestamp Stanton, LLC

Sole Director

YES

Mr Francisco José Riberas Mera Gestamp Saint Clair, LLC

Sole Director

YES

Mr Francisco José Riberas Mera Gestamp Holding Hamilton, Inc.

Sole Director

YES

Mr Francisco José Riberas Mera Tuyauto Gestamp Morocco, S.A.

Chairperson

YES

Mr Francisco José Riberas Mera Edscha Mechatronics Solutions, GmbHMr Francisco López Peña

Autotech Engineering Spain, S.L.

Joint andYES
Several Director
SecretaryNO

Mr Francisco López Peña

Autotech Engineering France, S.A.S.

Board Member

NO

Mr Francisco López Peña

Beyçelik Gestamp Otomotiv Sanayi A.S.

Board Member

YES

Mr Francisco López Peña

Edscha Automotive Hauzenberg, GmbHMr Francisco López Peña

Edscha Automotive Hengersberg, GmbHMr Francisco López Peña

Edscha Automotive Italia, S.R.L.

Joint andYES
Several Director
Joint andYES
Several Director
Board Member NO

Mr Francisco López Peña

Edscha Automotive Kamenice, S.R.O.

Mr Francisco López Peña

Edscha Engineering, GmbHMr Francisco López Peña

Joint andYES
Several Director

Joint andYES
Several Director
Edscha Hauzenberg Real Estate, GmbH & Co Representative YES
KG(natural person)

34

Mr Francisco López Peña

of sole director(legal person)
Edscha Hengersberg Real Estate, GmbH & Co Representative YES
KG(natural person)of sole director(legal person)
Edscha Holding, GmbH
Joint andYES
Several Director
Edscha Hradec, S.R.O.
Joint andYES
Several Director
Edscha Kunststofftechnik, GmbH
Joint andYES
Several Director
Edscha Velky Meder, S.R.O.
Joint andYES
Several Director
Gestamp 2008, S.L.
Board Member NO

Mr Francisco López Peña

Gestamp Autotech Japan K.K.

Board Member

NO

Mr Francisco López Peña

Gestamp Automotive India, Private Limited

Board Member

NO

Mr Francisco López Peña

Gestamp Holding Mexico, S.L.

Board Member

NO

Mr Francisco López Peña

Gestamp Autocomponents Dongguan, Co. Ltd. Board Member

NO

Mr Francisco López Peña

Gestamp Autocomponents Kunshan, Co. Ltd. Board Member

NO

Mr Francisco López Peña

Gestamp Auto Components (Shenyang) Co.,Ltd.

Board Member

NO

Mr Francisco López Peña

Gestamp Auto Components (Tianjin) Co., Ltd. Vice-ChairmanNO

Mr Francisco López Peña

Gestamp Auto Components Sales (Tianjin) Co. Chairperson
Ltd.

YES

Mr Francisco López Peña

Gestamp Auto Components (Beijing) Co.

Vice-ChairmanNO

Mr Francisco López Peña

Gestamp Aguascalientes, S.A. de C.V.

Vice-ChairmanNO

Mr Francisco López Peña

Gestamp Aveiro-Industria E Acessorios deAutomoveis, S.A.

Board Member

NO

Mr Francisco López Peña

Gestamp Cartera de Mexico, S.A. de C.V.

Vice-ChairmanNO

Mr Francisco López Peña

Gestamp Cerveira, Lda.

Board Member

NO

Mr Francisco López Peña

Gestamp Estarreja, Lda.

Board Member

NO

Mr Francisco López Peña

Gestamp Holding China, A.B.

Board Member

NO

Mr Francisco López Peña

Gestamp Holding Rusia, S.L.

Board Member

NO

Mr Francisco López Peña

Mr Francisco López Peña
Mr Francisco López Peña
Mr Francisco López Peña
Mr Francisco López Peña

35

Mr Francisco López Peña

Gestamp Kartek Corp.

Board Member

NO

Mr Francisco López Peña

Gestamp Mexicana de Servicios Laborales,
S.A. de C.V.

Vice-ChairmanNO

Mr Francisco López Peña

Gestamp Beyçelik Romania SRL

Board Member

NO

Mr Francisco López PeñaÇelik Form Gestamp Otomotiv Sanayi, A.S.

Board Member

YES

Mr Francisco López Peña

Beyçelik Gestamp Teknoloji Sanayi A.Ş.

Board Member

YES

Mr Francisco López Peña

Gestamp Mexicana de Servicios Laborales II, Vice-Chairman
S.A. de C.V.

NO

Mr Francisco López Peña

Gestamp North America, Inc.

Board Member

NO

Mr Francisco López Peña

Gestamp Noury S.A.S.

Board Member

NO

Mr Francisco López Peña

Gestamp Puebla II, S.A. de C.V.

Vice-ChairmanNO

Mr Francisco López Peña

Gestamp Puebla S.A. de C.V.

Vice-ChairmanNO

Mr Francisco López Peña

Gestamp Ronchamp, S.A.S.

Board Member

NO

Mr Francisco López Peña

Gestamp Automotive Chennai Private Limited Board Member

NO

Mr Francisco López Peña

Gestamp Toluca S.A. de C.V.

Vice-ChairmanNO

Mr Francisco López Peña

Gestamp Vendas Novas Unipessoal, Lda.

Board Member

NO

Mr Francisco López Peña

Gestamp Metal Forming (Wuhan) Ltd.

Board Member

NO

Mr Francisco López Peña

Gestamp Tallent Limited

Board Member

YES

Mr Francisco López Peña

Sofedit S.A.S.

Board Member

NO

Mr Francisco López Peña

GMF Holding GmbHMr Francisco López Peña

Joint andYES
Several Director
Beyçelik Gestamp Şasi Otomotiv Sanayi A.S. Board Member YES
Gestamp Pune Automotive, Private Limited

Board Member

NO

Mr Francisco López Peña

Todlem, S.L.

Board Member

NO

Mr Francisco López Peña

Mursolar 21, S.L.

Board Member

NO

Mr Francisco López Peña

Gestamp Auto Components (Wuhan) Co., Ltd. Board Member

NO

Mr Francisco López Peña

Gestamp Auto Components (Chongqing) Co., Board Member
Ltd.
Gestamp San Luis Potosí, S.A.P.I. de C.V.
Vice-ChairmanNO

Mr Francisco López Peña

Mr Francisco López Peña

36

NO

Mr Francisco López Peña

Gestamp Hot Stamping Japan Co., Ltd.

Board Member

NO

Mr Francisco López Peña

Gestamp (China) Holding Co., Ltd.

Board Member

NO

Mr Francisco López Peña

Etem Gestamp Aluminium Extrusion, S.A.

Board Member

NO

Mr Francisco López Peña

Gestamp Etem Automotive Bulgaria, S.A.

Board Member

NO

Mr Francisco López Peña

Vice-Chairman

NO

Board Member

NO

Mr Juan María Riberas Mera

Gestamp New Energy Vehicle Components(Beijing) Co., Ltd.
Changchun Xuyang Gestamp Auto
Components Co., Ltd.
Beyçelik Gestamp Otomotiv Sanayi A.S.

Board Member

YES

Mr Juan María Riberas Mera

Gestamp Holding Mexico, S.L.

Board Member

NO

Mr Juan María Riberas Mera

Gestamp Holding Rusia, S.L.

Board Member

NO

Mr Juan María Riberas Mera

Gestamp North America, Inc.

Board Member

NO

Mr Juan María Riberas Mera

Todlem, S.L.

SecretaryNO

Mr Juan María Riberas MeraSideacero, S.L.

Mr Juan María Riberas Mera

Recuperaciones Medioambientales
Industriales, S.L. (Reimasa)

Mr Juan María Riberas Mera

Gescrap, S.L.

Natural person NO
representative of
director
Natural person NO
representative ofBoard Member
Natural person NO
representative of
director

Mr Francisco López Peña

C.1.11 Identify the positions as directors, managers or executives, orrepresentatives thereof, held by the directors or representatives of
directors who are members of the company’s board in other entities,
regardless of whether they are listed companies:
Identification of director orName of listed or
representative
unlisted company
Mr Francisco José Riberas Mera Telefónica, S.A.

Position
Board Member
Board Member

CIE Automotive, S.A.
Acek Desarrollo y Gestión
Joint Director
Industrial, S.L.
Director andHolding Gonvarri, S.L.
secretary
Gonvarri Group companies Board Member
Joint andAcek Energías Renovables,
several director
S.L.
(representative)
Acek Energías Renovables
Board MemberGroup companies

37

Inmobiliaria Acek, S.L.

Mr Juan María Riberas Mera

Joint and
Several Director

Inmobiliaria Acek Group
Board Member
companies
Board Member
Gestamp 2020, S.L.
Other investees of Acek,
Desarrollo y Gestión
Board Member
Industrial, S.L.
Orilla Asset Management,
Sole Director
S.L.
Q-Energy Tenencia yGestión III, SCR, S.A.
Board Member(GAM)
Agrícola La Veguilla, S.A. Board Member
Secretary andCasas de Hualdo, S.L.
Director
Wallbox N.V.
Board Member
Sole
Other investees of Orilla
Administrator
Asset Management
or Director
Spain-China Council
Representative
Foundationof the Chairman
Spanish Association of
Chairperson
Automotive Suppliers(Sernauto)
Representative
Endeavor Foundationof the Trustee
Spain-US Council
Representative
Foundationof the Trustee
CIE Automotive, S.A.
Board Member
Global Dominion Access,
Board Member
S.A.
Acek Desarrollo y Gestión
Joint Director
Industrial, S.L.
Holding Gonvarri, S.L.
Board Member
Gonvarri Group companies Board Member
Joint andAcek Energías Renovables,
several director
S.L.
(representative)
Acek Energías Renovables
Board MemberGroup companies
Joint andInmobiliaria Acek, S.L.
Several Director
Inmobiliaria Acek Group
Board Member
companies
Board Member
Gestamp 2020, S.L.
Other investees of Acek,
Desarrollo y Gestión
Board Member
Industrial, S.L.
Ion Ion, S.L.
Sole Director
Glenbrock Investments,
Sole Director
S.L. and its Group
Board Member
companies

38

Mr Francisco López Peña

Ms Chisato Eiki

Gold Iberia Capital, S.L.
Board Member
and its Group companies
Agrícola la Veguilla S.A. Board Member
Casas de Hualdo, S.L.
Board Member
Ribor Agrícola S.L.
Sole Director
Orbaste, S.L. and its
Joint Director
Group companies
Jose & Jon Investments, Joint and
S.L.
Several Director
Q-Energy Private Equity,
SGEIC, S.A. and managed Board Member
VCC
Q-Impact Investment
Management, S.G.E.I.C., Board Member
S.A.
Q-Living AssetManagement, S.G.E.I.C., Board Member
S.A.
TMH – Tmond Holding,
Board Member
S.A.
Other investees of Ion
Board Member
Trond, S.L.
Member of theJohn XXIII Foundation Board ofTrustees
Member of the
Kauibu Foundation
Board ofTrustees
Gestamp 2020, S.L.
Board Member
General del Alquiler de
Board Member
Maquinaria, S.A.
Cooltra Matriz, S.L.
Board Member
TMH – Tmond Holding,
Board Member
S.A.
Gestamp 2020, S.L.
Director
Mitsui Bussan Forest Co.,Ltd.
Director

Mr Norimichi Hatayama

Gestamp 2020, S.L.
Mi-King s.r.o.
Euro-Mit Staal, B.V.

Mr Gonzalo Urquijo Fernández
de Araoz

Board Member
Board Member
Board Member

Talgo, S.A.

CEO

Ferrovial, S.A.

Board Member

Hesperia Foundation

Chairperson

Princess of Asturias
Foundation

Member of theBoard of39

Trustees
Ms Concepción Rivero Bermejo Cellnex Telecom, S.A.
Pentacom, S.A.

Mr Alberto Rodríguez-Fraile
Díaz

Mr Javier Rodríguez Pellitero

Mr. Pedro Sainz de Baranda

Ms Ana García Fau

Director
Non-executive
Chair

Spanish Association of
Director
Executives
Women Corporate Director
Co-chair
Spain
Asesores y Gestores
Chairperson
Financieros, S.A.
Member of the
A&G Banca Privada,management
S.A.U. Group companies
body
Cervezas Gran Vía, S.L.
Board Member
AEB (Spanish Banking
General
Association)
Secretary
AEB Foundation
TrusteeNaturgy Energy Group,
Board Member
S.A.
Acerinox, S.A.
Board Member
TK Elevator GmbH
Board Member
Pedro Duro, S.L.
Sole Director
Sainberg Investments, S.L. Board Member
Internacional Olivarera, Chairman of the
S.A.
Board
Scalpers Fashion, S.L.
Board Member
Joint andInversores de Tornón, S.L.
Several Director
Member of the
Princess of Asturias
Board ofFoundation
Trustees
Member of theNebrija University
Board ofTrustees
Merlin Properties Socimi,
Director
S.A.
Cellnex Telecom, S.A.
JDE Peet's NV

Ms Loreto Ordóñez Solís

Director
Director
Chairman of theFinerge, S.A.
Board
Engie España, S.L.U.
CEO
Representative
Compañía Logística deof legal entity
Hidrocarburos CLH, S.A. director
Electro Metalúrgica delEbro, S.L.
IPM Eagle Desarrollos
España, S.L.

40

Natural person
proxy of sole
director
Natural person
proxy of sole
director

PSFV Palma del Río, S.L. Director
Itamar Solar, S.L.U.

Joint andseveral director

Benilde Solar, S.L.U.

Joint andseveral director

Morata Energía, S.L.U.
Martina Sostenible, S.L.U.
Marcela Solar, S.L.U.
Meridion Psfv, S.L.U.
Ener Alfa, S.L.U.
Ener Beta, S.L.U.
Ener Delta, S.L.U.
Ener Epsilon, S.L.U.
Ener Gamma, S.L.U.

Director
Joint andseveral director
Joint andseveral director
Joint andseveral director
Joint andseveral director
Joint andseveral director
Joint andseveral director
Joint andseveral director
Joint andseveral director

Engie España Renovables,
Director
S.L.U.
Ordesa Servicios
Director
Empresariales, S.L.
Eolia Renovables deDirector
Inversiones, S.A.
Parque Solar Energy 02, Joint and
S.L.U.
several director
Parque Solar Energy Node Joint and
03, S.L.U.
several director
Parque Solar Energy Node Joint and04, S.L.U.
several director
Parque Solar Energy Node Joint and05, S.L.U.
several director
Parque Solar Energy Node Joint and
06, S.L.U.
several director
Clean Renovables deDirector
Elektra, S.L.
Belgium-Luxembourg
Vice-Chair
Chamber of Commerce inSpain
French Foreign Trade
DirectorCírculo de Empresarios
Director(Businesspersons
Association)
Spanish Business Council
for Sustainable
Director
Development (Forética)

41

Observations
Mr. Francisco Riberas Mera earns remuneration for his positions in Telefónica, S.A.,
Orilla Asset Management, S.L. and Wallbox N.V.
Mr. Juan María Riberas Mera earns remuneration for his positions in Global Dominion
Access, S.A., Agrícola la Veguilla, S.A. and Ion Ion, S.L.
Mr. Francisco López Peña earns remuneration for his position in General del Alquiler
de Maquinaria, S.A.
Mr. Gonzalo Urquijo Fernández de Araoz earns remuneration for his positions in
Ferrovial, S.A. and Talgo, S.A.
Ms Concepción Rivero Bermejo earns remuneration for her positions in Cellnex
Telecom, S.A., Mutualidad de la Abogacía and Pentacom, S.A.
Mr. Alberto Rodríguez-Fraile Díaz earns remuneration for his position in Asesores y
Gestores Financieros, S.A.
Mr. Javier Rodríguez Pellitero earns remuneration for his position at the Spanish
Banking Association.
Mr. Pedro Sainz de Baranda earns remuneration for his positions in Naturgy Energy
Group, S.A., Acerinox S.A. and TK Elevator GmbH.
Ms Ana García Fau receives remuneration for her positions at Merlin Properties
Socimi, S.A., Cellnex Telecom, S.A., JDE Peet's NV, and Finerge, S.A.
Ms Loreto Ordóñez Solís earns remuneration for her positions in Compañía Logísticade Hidrocarburos CLH, S.A. and Engie España, S.L.U.
Indicate, as applicable, the other paid activities of directors or directors’
representatives, regardless of their nature, other than those mentioned in theprevious chart.

Identification of director or
representative

Other paid activities

Ms Ana García Fau

Member of the advisory board of Pictet WealthManagement in Spain, Fremman and
Mutualidad de la Abogacía. She is also anadvisor to the board of directors of theCosentino Group.

Mr Francisco López Peña

General Director of Orilla Asset Management,
S.L.
Member of the advisory board of Engie
España, S.L.U.
Chairman (non-director) of NetApp, Inc.

Mr Javier Rodríguez Pellitero
Mr César Cernuda Rego

Mr Pedro Sainz de Baranda Riva Member of the advisory board of Banco
Sabadell, S.A.
Observations42

C.1.12 State and, where applicable explain, whether or not the company has
established any rules regarding the maximum number of company boards onwhich its directors may sit, identifying, in turn, where it is regulated:
Yes ☒

No □

Explanation of the rules and identification of the document where it is regulated
Pursuant to the provisions under Article 17 of the Regulations of the Company's Boardof Directors, natural persons who represent a legal entity Director and natural persons
or legal entities who hold the position of director of more than eight (8) companies, ofwhich, at most, four (4) have their shares admitted to trade on national or foreign
stock exchanges, may not be directors. For that purpose, positions held in assetholding companies shall be excluded from the count and companies belonging to thesame group are to be considered as one company.

C.1.13 State the amounts of the following items relating to the overall remuneration of the Board of
Directors:

Remuneration accrued in the year by the board of directors(thousands of euros)
Amount of funds accumulated by current directors through longterm savings systems with consolidated economic rights (inthousands of euros)
Amount of funds accumulated by current directors through longterm savings systems with non-consolidated economic rights (inthousands of euros)
Amount of funds accumulated by former directors through longterm savings systems (in thousands of euros)

5,716.99
00

C.1.14 Identify the members of the company’s senior management who are not executive
directors and state the total remuneration accrued by them during the financial year:
Individual or company name
Mr Manuel de la Flor Riberas

Ms Patricia Riberas López

Position/s:
Managing Director of Human
Resources
General Director of the Legal, Tax and
Corporate Governance Department
Director of Operational Excellence

Mr Ignacio Mosquera Vázquez

Chief Financial Officer

Mr Juan Miguel Barrenechea Izarzugaza

Chief Commercial Officer

Mr Javier Ignacio Imaz

Mr Manuel López Grandela

Corporate Director of Purchasing and
Capex
Director of Operations and of theSouth Europe Division
Director of the Mercosur Division

Mr. Kevin Stobbs

Director of the Asia Division

Mr César Pontvianne de la Maza

General Manager of the Business

Mr David Vázquez Pascual

Mr. Fernando Macías Mendizábal

43

Mechanism Unite (Edscha)
Mr Juan Carlos Peña Fernández

Director of Internal Audit and Risk
Management

Number of women holding senior management positions

1

Percentage of total number of senior management members

9,10%

Total senior management remuneration (in thousands of euros)

17,712

Observations
It is hereby noted that Mr. Kevin Stobbs resigned from his position as Director of the
Asia Division effective May 31, 2023.

C.1.15 State whether or not the regulations of the board have been amended during
the financial year:
Yes □

No ☒

Description of amendments

C.1.16 State the procedures for the selection, appointment, re-election and removalof directors. Describe the competent bodies, procedures to be followed and thecriteria to be used in each procedure.
Selection
The Board of Directors' Selection and Diversity Policy aims to ensure an
appropriate and diverse composition of the Board of Directors of theCompany.
Prior to any selection process, the Nomination and Compensation Committee
will come up with a competency matrix for the Board of Directors (the“Matrix”), which defines the aptitudes and expertise of the candidates,
particularly those of the executives and independents. This will assist theCommittee in defining the duties that should correspond to each position to
be covered, as well as the skills, knowledge and expertise that are most suited
to the Board of Directors. The Nomination and Compensation Committee
must keep this Matrix up to date, bearing in mind the challenges andopportunities that the Company expects to encounter in the short, medium
and long term.
Accordingly, the selection of candidates for Directors shall be based on a prioranalysis of the functions and skills required to adequately complement the
profile of knowledge, skills, diversity and experience of the Board of Directors,
based on the needs defined in the Matrix and the Guideline on Knowledge,
Skills, Diversity and Experience of the Board of Directors. The analysis will
be undertaken by the Board of Directors, with advice from the Nomination

44

and Compensation Committee.
The result of the prior analysis shall be set out in a supporting report by the
Nomination and Compensation Committee, which shall serve as the basis forthe preparation of the mandatory supporting report by the Board of
Directors. Both explanatory reports shall be published when the General
Meeting of Shareholders is convened at which the ratification, appointment
or re-election of each Director is submitted.
Depending on the needs to be covered in relation to the Board of Directors
detected in the aforementioned analysis, the Nomination and Compensation
Committee shall define the minimum profile and capabilities that a candidate
must meet in order to be considered in the selection process for appointment
or re-election as a member of the Board of Directors.
In the case of appointment of Independent Directors, the Nomination andCompensation Committee shall ensure that, when engaging the services ofexternal advisors, if any, they do not provide the Company with othersignificant services that could call into question their independence.
Otherwise, any Director may suggest names of potential candidates.
Nevertheless, when candidates are presented for assessment by the
Nomination and Compensation Committee by significant shareholders,
Proprietary Directors or Executive Directors, the Nomination andCompensation Committee must err on the side of caution and gather as muchinformation as it deems necessary to ensure that the candidate proposed does
not have ties that could compromise their independence.
The Nomination and Compensation Committee, in accordance with thepreliminary analysis carried out and the definition of the profile andcapabilities of the potential candidates for Director positions, shall submit to
the Board of Directors a proposal in relation to the appointment or re-electionof Independent Directors together with the corresponding report justifying
such proposal, and, with respect to the remaining categories of Directors, areport justifying the same.
The Board of Directors shall analyse the proposal and the supporting reportsubmitted by the Nomination and Compensation Committee, for the purposeof appointing by co-option, or proposing to the General Meeting theappointment or re-election of Directors.
Appointment and re-election
The appointment and re-election of the members of the Board of Directors isgoverned under Article 16 and subsequent articles of the Regulations of theBoard of Directors of the Company.
In this respect, it corresponds to the General Shareholders' Meeting to appoint
and re-elect the members of the Board of Directors, without prejudice to thepower of the Board of Directors to appoint members of the Board under its
own powers of cooption.
The appointment or re-election of directors will be undertaken at the proposalof the Board of Directors in the case of non-independent directors. Upon45

appointing or re-electing independent directors, the proposal must be
undertaken by the Nomination and Compensation Committee. In any case,the referred to proposals must precede the report of the Nomination andCompensation Committee and the report of the Board of Directors.
RemovalAs regards the removal of members of the Board of Directors, Article 20 of theRegulations of the Board of Directors establishes the reasons for which a
director should relinquish his or her position (as detailed in section C.1.19 of
this report). The director leaving his/her post before the end of his officeshould sufficiently explain the reasons for his/her resignation or, in the case ofnon-executive directors, his/her opinions about the grounds for his/her
dismissal by the General Shareholders’ Meeting in a letter sent to all membersof the Board. Without prejudice to the fact that all the information iscontained in the Annual Corporate Governance Report, the Company shall
publish, as soon as possible and to the extent relevant for investors, theresignation in question, providing sufficient information on the reasons or
circumstances given by the director. Furthermore, said Article sets out thepowers of the Board of Directors to propose the removal of its members to theGeneral Shareholders' Meeting. As regards Independent Directors, the Board
may only propose their removal when there is justified cause to do so or as theresult of a corporate transaction that entails a change in structure, following
a report by the Nomination and Compensation Committee.

C.1.17 Explain the extent to which the annual assessment of the board has led tosignificant changes in its internal organisation and the procedures applicable
to its activities:

Description of amendments

Pursuant to Article 36 of Company’s Regulations of the Board of Directors,
the Board shall devote the first of its annual meetings to evaluate its own
performance in the previous year and, where appropriate, to adopt an action
plan to correct any aspects seen to be of scant functionality. Furthermore, theBoard of Directors must assess (i) the performance of duties by the
Chairperson of the Board of Directors and, should the position be held by adifferent person, by the chief executive of the Company, based on the reportsubmitted to them by the Nomination and Compensation Committee; as wellas (ii) the functioning of the committees of the Board of Directors, based on
the report they submit to it.
In this regard, the Nomination and Compensation Committee, at the requestof the Chairperson of the Board of Directors, began the coordination of theannual evaluation of the Board of Directors for 2022 at its meeting of 7
November 2022, the results and action plan of which were addressed by the
Board of Directors at its first meeting in 2023. In this regard, the action plan
approved by the Board of Directors in relation to the results of the evaluation
for financial year 2022 included some recommendations to be carried out in
2023. In this sense, highlights include:46

Continuing to improve the deadline for notice and distribution of the
documentation necessary for the preparation of the meetings of theBoard of Directors.

Distributing the annual schedule of Board of Directors’ meetings
further in advance.

Expanding the annual training plan for Directors specifically in theareas of ESG (Environmental, Social and Governance) matters, R&D,
cybersecurity and criminal risk prevention.



Reporting in greater detail by the chairpersons of the Committees of
the Board of Directors.

Continue to increase the participation of the Group's management inBoard and Committee meetings as a way of gaining first-handknowledge of the execution of the Company's strategy andmanagement talent.

Continuing the participation of external advisors in the meetings of
the Committees on issues of interest to them.

The plan to continue to monitor compliance with the diversity
principle included in the Board of Directors’ Selection and Diversity
Policy and its Knowledge, Skills, Diversity and Experience Guide.

Finally, the Appointments and Remuneration Committee has monitored theaforementioned action plan during fiscal year 2023 and has concluded thatthe degree of compliance with the plan has been very satisfactory.
Describe the evaluation process and the areas evaluated by the board of
directors assisted, where appropriate, by an external consultant, regarding theoperation and composition of the board and its committees and any other areaor aspect that has been subject to evaluation.
The evaluation process of the Company's Board of Directors for 2023 beganon 26 October 2023 and was coordinated by the Nomination andCompensation Committee, at the request of the Chairman of the Board of
Directors. In this regard, in compliance with Recommendation 36 of the Good
Governance Code for Listed Companies, the Company hired the external
consultant KPMG this year for the evaluation process. This process consisted
mainly in filling out an online assessment form, personal interviews with eachof the members of the Board of Directors conducted by the external
consultant, the issuance of an assessment report and preparation of an action
plan.
The areas evaluated were as follows:•

Composition of the Board of Directors.

•

Functioning and Effectiveness of the Board of Directors.

•

Performance of the Chairperson of the Board of Directors.

47

•

Performance of the Secretary of the Board of Directors.

•

Performance and contribution of each Director.

•

Functioning and composition of the Audit Committee.

•

Functioning and composition of the Nomination and Compensation
Committee.

•

Functioning and composition of the Sustainability Committee.

On 18 December 2023, the results of their evaluation were submitted to theNomination and Compensation Committee, as well as those regarding theevaluation of the Board of Directors, the Chairperson of the Board of
Directors and the Secretary of the Board of Directors. On the same date, theresults of their evaluation were submitted to the Audit Committee and theSustainability Committee. After analysing the results, each of the Committees
issued a report on the evaluation. In addition, the Nomination andCompensation Committee, aided by the external consultant, prepared an
action plan that was presented at the first meeting of the Board of Directors
in 2024 together with the reports issued by each committee, in line with
Article 36 of the Regulations of the Board of Directors, which will be reported
in the 2024 Annual Corporate Governance Report.
C.1.18 For any years where the evaluation was assisted by an external consultant,list the business relationships between the consultant or any company in theirgroup and the company or any company of its group.
As indicated in section C.1.17, in compliance with Recommendation 36 of theGood Governance Code for Listed Companies, the external consultant KPMG
was engaged to aid in evaluating the Board of Directors for the first time in2023.
In this regard, in addition to this advisory service in the evaluation of theBoard of Directors, KPMG provides tax advising services and other labour,
ESG and technology consulting services to a number of companies in the
Gestamp Group. The services billed by KPMG Spain to the Gestamp Group
in 2023 amounted to a total of 236 thousand euros, which does not jeopardise
its independence.
C.1.19 State the circumstances under which the resignation of directors is mandatory.
As established in Article 20 of the Regulations of the Board of Directors,
directors must tender their resignation to the Board of Directors and actuallyresign if the Board considers it necessary at the request of a majority of two
thirds of its membership and following a report in that regard from theNomination and Compensation Committee:when the post, position or duties to which their appointments as
executive directors were associated come to an end;in the case of proprietary directors, when the shareholders they
represent dispose of their ownership interest in its entirety, or they
do so in the number that would correspond in the event that said48

shareholders reduce their ownership interest in the Company;

in the case of independent directors, when an unexpected event
prevents them, pursuant to the law, from continuing in theirpositions;when they are involved in any situation of incompatibility or
prohibition provided for by law;when the Board is aware of a serious breach of their duties as
directors, following a proposal or report by the Nomination andCompensation Committee;when situations affecting them arise, whether or not related to theirwork in or for the Company, which could jeopardize its credit andreputation; orwhen they lose respectability, suitability, solvency, competence,
availability or commitment to their duties to be a director of theCompany. In particular, it is understood that this circumstanceoccurs when the director is indicted or summoned in criminal
proceedings.

C.1.20 Are qualified majorities, different from the statutory majorities, required toadopt any type of decision?:
Yes □

No ☒

If so, describe the differences.
Description of the differences

C.1.21 Explain whether or not there are specific requirements, other than therequirements relating to directors, to be appointed chairman of the board of
directors.
No □

Yes ☒

Description of requirements

Neither the articles of association nor the Regulations of the Board of
Directors establishes specific requirements different from those relating todirectors being appointed as chairperson of the Board of Directors. However,in accordance with the provisions in the Board of Directors Selection andDiversity Policy, it must ensure the capacity of candidates, standing for the
position of chairperson of the Board of Directors, in terms of undertaking theposition and, in particular, of undertaking the duties relating to theorganisation and functioning of the Board of Directors.

49

C.1.22 State whether or not the articles of association or the regulations of the board
set forth any age limit for directors:
Yes □
No ☒

Age limit

Chairperson
CEO
Board Member
Observations

C.1.23 State whether or not the articles of association or the regulations of the Board
establish any limit on the term of office or any other stricter requirements inaddition to those legally stipulated for independent directors, other than whatis established in the regulatory provisions:
Yes □

No ☒

Additional requirements and/or maximum number of terms

C.1.24 State whether or not the articles of association or the regulations of theBoard set out any specific rules for proxy-voting by means of otherdirectors at meetings of the board of directors, the manner of doing so,
and especially the maximum number of proxies that a director may
hold, as well as whether or not any restriction has been establishedregarding the categories of directors to whom proxies may be granted
beyond the restrictions imposed by law. If so, briefly describe such rules.
Pursuant to Article 19 of the Articles of Association and Article 36 of theRegulations of the Board of Directors, in the event that the directors cannot
attend sessions of the Board of Directors in person, they may delegate theirvote to another Director, together with the appropriate instructions, bymeans of a letter addressed to the Chairman.
In this sense, such representation shall be specially granted for each session
and the Board chairperson shall decide, where doubt exists, on the validity ofthe proxies granted by directors who do not attend the session.
Non-executive Directors may only delegate their representation to anothernon-executive Director.
C.1.25 State the number of meetings that the board of directors has held during thefinancial year. In addition, specify the number of times the board has met, if
any, at which the chairman was not in attendance. Proxies granted withspecific instructions shall be counted as attendance.
Number of meetings of the board
Number of meetings of the board at which the chairperson

50

9
0

was not in attendance
Observations

State the number of meetings held by the coordinating director with the otherdirectors, without the attendance or representation of any executive director:
1
Number of meetings
Observations
During financial year 2023, the lead director, Mr Alberto Rodríguez Fraile,
held one general meeting with non-executive directors of the Company aswell as several meetings with individual non-executive directors.
State the number of meetings held by the different committees of the boardof directors during the financial year:
Number of meetings of the Executive or delegated Committee

N/A

Number of meetings of the Audit Committee

13

Number of meetings of the Nomination and Compensation
Committee

7

Number of meetings of the Nomination Committee

N/A

Number of meetings of the Compensation Committee

N/A

Number of meetings of the Sustainability Committee

7

C.1.26 State the number of meetings that the board of directors has held during thefinancial year and the data regarding member attendance:
9
Number of meetings attended in person by at least 80% of thedirectors% personal attendance out of total votes during the financial year 98.29%
Number of meetings attended in person, or by representatives with 89
specific instructions, by all directors
100%% votes cast with personal attendance and representatives withspecific instructions, out of the total votes during the financial
year
Observations

C.1.27 State whether or not the individual and the consolidated financial statementsthat are submitted to the Board for approval are previously certified:
Yes ☒

No ☐

Identify, where applicable, the person(s) that has(have) certified theindividual and consolidated financial statements of the company for
preparation by the board:

51

Name
Mr Ignacio Mosquera Vázquez

Position
Corporate Finance Director
Observations

C.1.28 Explain, if any, the mechanisms established by the Board of Directors thatthe financial statements submitted by the Board of Directors to the General
Shareholders’ Meeting are prepared pursuant to accounting regulations.
In accordance with the provisions under Articles 15 and 40 of the Company’s
Regulations of the Board of Directors, the Board of Directors shall seek todefinitively prepare the financial statements in such a way that there is no
qualification by the auditors. However, when the Board of Directors considers
that its criteria must be maintained, the Chairperson of the Audit Committee
shall explain to shareholders the opinion as to the content and scope of suchqualifications during the General Shareholders’ Meeting at which thefinancial statements are approved and shall provide shareholders with asummary report of said opinion, when the relevant meeting is called.
Furthermore, the duties of the Audit Committee of the Company that are set
out in Article 40 of the Regulations of the Board of Directors include the dutyof informing the Board of Directors on the financial information that, due to
its listed status, the Company must periodically make public, as well as theduty of supervising and evaluating the preparation process, integrity andpresentation of regulated financial reporting on the Company, checking that
regulatory requirements are met and accounting criteria are correctly applied,thereby increasing the likelihood that there are no qualifications in the annual
audit reports.
Furthermore, during the year the Audit Committee has held meetings withthe external auditor without the presence of the Management to ensure theauditing process of the individual and consolidated financial statements isundertaken correctly.
C.1.29 Is the secretary of the board a director?
Yes □

No ☒

If the secretary is not a director, complete the following table:

Individual or company name

Representativeof the secretary
Mr David Vázquez Pascual

N/A
Observations

C.1.30 State the specific mechanisms established by the company to preserve the52independence of the external auditors and also the mechanisms, if any, topreserve the independence of financial analysts, investment banks and rating
agencies, including how the legal provisions have been implemented inpractice.
The Company has established diverse mechanisms aimed at preserving thenecessary independence of the auditor. Among them is one of the fundamental
competencies of the Audit Committee (exclusively comprised by non-executive
directors, who were appointed based on their knowledge and experience inaccounting, auditing or risk management, and with the majority of
independent directors –including the chairperson–), which consists ofmonitoring the independence of the auditor and, particularly, of receiving
information on matters that could put such audit at risk.
To that effect, in accordance with the terms of Article 40 of the Regulationsof the Board of Directors, the Committee has the following functions:

Submitting proposals on the selection, appointment, re-election andreplacement of the auditor.



Receiving information and studying issues that may put theindependence of the auditor at risk. In this respect, during the year underreview, the Audit Committee met with the external auditor of theCompany and its group to discuss various matters, including the planningof the external audit and the preliminary conclusions of the audit of theannual accounts. At these meetings, the external auditor compiles andlists the services approved to date, and reports on the different threats
and the safeguarding measures adopted by the auditor, no significant
threats having been identified by the auditor to date.

Issuing once a year, prior to issuance of the auditor’s report, a report
expressing an opinion about the independence of the auditor of thefinancial statements. It must also expressly discuss the additional services
provided by the auditor.
For that purpose, and in any case, the Audit Committee shall receive fromthe auditor the written confirmation of his or her independence in relation
to the Company or to the companies connected with it, whether directly
or indirectly, as well as detailed and itemised information on any kind ofadditional services provided and on the corresponding fees (including
those provided by persons or companies connected to them), pursuant to
the provisions in the legislation on the auditing of financial statements.

Furthermore, the Company has implemented mechanisms that govern therelationships of the Board of Directors with the auditor of the financial
statements, ensuring that his or her independence is strictly respected. As
established in Article 15 of the Regulations of Board of Directors:


The Board’s relationship with the auditor of the Company’s financial
statements and of the Group’s consolidated financial statements shall bechannelled through the Audit Committee.



To prevent the work-related remuneration of external auditors fromcompromising their quality and independence, the Board of Directors
shall not propose the hiring of auditing firms when the fees envisaged (forall concepts) exceed ten per cent of the revenue of said firm in Spain in
the previous financial year.

53

The Board of Directors shall seek to definitively prepare the financial
statements without auditor qualifications; however, when the Board of
Directors considers that its criteria must be maintained, the Chairpersonof the Audit Committee shall explain to shareholders the Committee’s
opinion as to the content and scope of such qualifications during theGeneral Shareholders’ Meeting at which the financial statements areapproved and shall provide shareholders with a summary report of said
opinion, when the relevant meeting is called.



The plenary session of the Board of Directors shall hold a meeting at least
once a year with the auditor of the financial statements, in which theauditor shall report on the work undertaken, the evolution of theaccounting situation and the risks to the Company.

In addition, in compliance with the recommendations set out in Technical
Guide 3/2017 of the National Securities Market Commission on audit
committees of public interest entities, the Audit Committee, in its meeting on
28 June 2018, approved the Policy for the approval of services by the external
auditor other than the auditing of the Company’s financial statements whichis intended as a series of criteria and procedures for the approval of nonprohibited services other than the auditing of financial statements provided
by the external auditor, the ultimate purpose of which is to promote theauditor’s independence. In addition, the Audit Committee periodicallyverifies that the total fees received for non-audit services by the external
auditor do not exceed 70% of the average of the fees paid in the last threeconsecutive financial years for audit services of the Company and its groupand parent company. In financial year 2023, this figure represents
approximately 28.69%, following the criterion established in European
Regulation 537/2014 on the specific requirements for the statutory audit of public
interest entities. that is, considering those services that are not purely auditingof accounts (all those that do not imply an audit opinion) provided exclusively
by the Spanish company "Ernst & Young, S.L." (as this is the company
appointed as external auditor of the Company) both to the Company itself
and to the companies of its group and to its parent company, Acek Desarrolloy Gestión Industrial, S.L. and to the companies it controls, except for thoseservices legally required by national or community legislation (called "opelegis").
In relation to the mechanisms established to preserve the independence offinancial analysts, investment banks and rating agencies, on 24 February
2021, the Company’s Board of Directors approved the Policy on Reporting of
Economic-Financial, Non-financial and Corporate Information, and Contact
with Shareholders, Investors and Voting Advisors which (i) establishes thebasic principles that are to govern the Company’s communication andcontacts with its shareholders, institutional investors, voting advisors andother stakeholders, such as intermediary financial institutions, managers anddepositories of the Company’s shares, financial analysts, regulatory andsupervisory bodies, rating agencies, information agencies and such like, and(ii) defines the communication channels that the Company makes available tothem to maintain efficient, transparent and ongoing communication.

54

C.1.31 State whether or not the Company has changed the external auditor during
the financial year. If so, identify the incoming and the outgoing auditor:
Yes □

No ☒

Outgoing auditor

Incoming auditor

Observations

If there has been any disagreement with the outgoing auditor, provide an
explanation:
Yes □

No ☒

Description of the disagreement

C.1.32 State whether or not the audit firm performs other non-audit work for thecompany and/or its group. If so, state the amount of the fees paid for suchwork and the percentage they represent of the aggregate fees charged to thecompany and/or its group:
No □

Yes ☒

Company Companies of
the Group
Amount of other non-audit work
267
(thousands of euros)

Total

1,227

1,494

33%

34%

Amount of non-audit work /Amount of audit work (in %)48%

Observations

The amounts for other non-audit work correspond to the sum of auditrelated services (781 thousand euros) plus other non-audit services (750thousand euros), as detailed in note 33.1 of the notes to the consolidated
financial statements. This calculation excludes fees for non-audit services,
but required "ope legis" by national or European Union legislation (102thousand euros) corresponding to the issuance of verification reports on thestatement of non-financial information and agreed-upon procedure reports
on subsidies.
C.1.33 State whether the audit report on the financial statements for the priorfinancial year has observations or qualifications. If so, state the reasons given
to the general meeting by the chairperson of the audit committee to explain
the content and scope of such observations or qualifications.
Yes □

No ☒

55

Explanation of reasons

C.1.34 State the consecutive number of years for which the current audit firm has
been auditing the financial statements of the company and/or its group. In
addition, state the percentage represented by such number of financial years
audited by the current audit firm with respect to the total number of financial
years in which the statements have been audited:

Individual

Consolidated
22

Individual
96.15%
Number of years audited by the current audit

Consolidated
100%

25

Number of continuous financial years

firm / Number of years that the company or its
group has been audited (%)
Observations

It is hereby stated for the record that the Company is considered a Public
Interest Entity for the purposes of the regulations governing the auditing ofaccounts, since the admission to trading of its shares in the 2017 financialyear.

C.1.35 State whether or not there is any procedure for directors to obtain in goodtime the information required to prepare for meetings of management-level
decision-making bodies and, if so, describe it:
Yes ☒

No □

Describe the procedure

As set out in Article 36 of the Regulations of the Board of Directors, themeetings of the Board of Directors shall be convened with at least 5 days’
notice before the meeting is to be held. However, normally the sessions of theBoard of Directors of the Company are called with a more extensive time
margin than that stated in the Regulations of the Board of Directors.
The agenda of the session, the date and place will always be included in thecall of each meeting. The relevant documentation required so that themembers of the Board can formulate their opinion and, if appropriate, casttheir vote regarding the matters submitted for their consideration, is to bemade available as soon as possible through the online platform enabled forthat purpose.
In this regard, in accordance with the provisions of Articles 19 of the articles
of association and 30 and 34 of the Regulations of the Board of Directors, theperson responsible for ensuring that the directors receive all the necessary56

information in sufficient time and in the appropriate format is the chairpersonof the Board of Directors, with the collaboration of the secretary.
Furthermore, Article 22 of the Regulations of the Board of Directors
establishes the duty of directors to sufficiently find out about and prepare formeetings of the Board and of the delegated bodies to which they belong,
seeking sufficient information for it and the collaboration or assistance thatthey deem appropriate, which is to be paid for by the company.
In addition, Article 27 of the Regulations of the Board of Directors grants
Directors the power to study the documentation deemed necessary, contact
the heads of the departments affected and visit the corresponding facilities.
For that purpose, the request is channelled through the secretary of the Boardof Directors. Should it be rejected, delayed or incorrectly handled, it will besent to the Audit Committee. In the event that said request is unnecessary or
hinders the interests of the Company, it shall be definitively rejected.
C.1.36 State, and as applicable detail, whether the company has established any rules
requiring directors to inform the company —and, if applicable, resign fromtheir position— in cases affecting them in relation to their performance at thecompany itself which may impair its credit and reputation:
Yes ☒

No □

Explain the rules

Pursuant to the provisions under Article 22 of the Regulations of the Boardof Directors, the duties of directors include the duty to notify the Company of
any type of judicial, administrative or other claim in which they are involved
that, due to its importance, could have a serious impact on the credit andreputation of the Company. In particular, all directors must inform theCompany if they are indicted in criminal proceedings and of the relevant
milestones in such proceedings. In this case, the Board of Directors, subject tothe prior report from the Nomination and Compensation Committee, shallmake the decision deemed most appropriate to the Company’s interests.
Furthermore, Article 20 of the Regulations of the Board of Directors
establishes the obligation of directors to tender their position to the Board of
Directors and formalise the corresponding resignation, at the request of the
majority of two thirds of its members and subject to the previous report of
the Nomination and Compensation Committee, when they no longer have therespectability, suitability, solvency, competence, availability or commitment
to their duties to be a director of the Company. In particular, it is understoodthat this circumstance occurs when the director is indicted or summoned incriminal proceedings.
C.1.37 Indicate, unless special circumstances have arisen that have been noted in theminutes, if the Board has been informed of or has somehow found out about
a situation that affects a director, whether relating or not to his/her actions
within the company, that many hinder its standing and reputation:

57

Yes □No ☒Name of director

Nature of thesituation

Observations

In the previous circumstance, state whether or not the Board of Directors has
examined the case. If yes, give a reasoned explication on whether or not,according to the specific circumstances, measures have been adopted, such as
the launching of an internal investigation, requesting the resignation of thedirector or proposing his/her dismissal. Furthermore, state whether or not theBoard's decision was made with a report from the Nomination Committee.
Yes □
No □

Decision made / action taken

Duly substantiatedexplanation

C.1.38 Describe any significant agreements entered into by the company that takeeffect, are amended, or terminate in the event of a change in control of thecompany as a result of a takeover bid, and the effects thereof.
There are no such significant agreements.
C.1.39 Identify, on an individual basis in reference to directors, and on an aggregate
basis for all other cases, and provide a detailed description of the agreements
between the company and its management level and decision-making
positions or employees that provide for compensation, guarantee or “golden
parachute” clauses upon resignation or termination without cause, or if thecontractual relationship is terminated as a result of a takeover bid or othertype of transaction.
2
Description of agreement
Severance pay: the contract signed between the
Company and the executive Director Mr Francisco
Riberas Mera provides for a gross severance pay inthe event of termination (not arising from serious
breach by the Director) equivalent to two annual
payments of the fixed and variable remuneration inforce at the time of termination, when this occurs
by unilateral decision of the Company. At 31
December 2023, he would be entitled to a severance
payment of 2,142,000 euros.

Number of beneficiaries
Type of beneficiary
Mr Francisco José Riberas Mera

Post-contractual non-competition clause: In
addition, the contract also includes a postcontractual non-competition clause by virtue of
which Mr Francisco Riberas Mera assumes a noncompetition obligation for a period of one year fromthe date of termination of the contract. The
compensation established for this non-competitioncommitment amounts to 1,000,000 euros, to be
paid in twelve equal monthly instalments.

58

The contract also expressly establishes thattermination payments (including termination
benefits and payments under the post-contractual
non-competition clause) may in no case exceed anamount equivalent to two years' total annual
remuneration (including fixed remuneration andvariable annual remuneration in force).
Consequently, in the event that the payments forthe aforementioned items exceed this limit, thecompensation for termination of the contract
would be reduced by the necessary amount.
It is hereby noted that the service agreement inplace between Director Mr Francisco López Peña
and the Company expired on 31 December 2023.
Therefore, said Director no longer holds“executive” capacity, and is classified instead as a“proprietary” Director as of said date. However,since this contract was valid throughout 2023, therequired information is shown in this section.

Mr Francisco López Peña

Severance payment: the contract signed between
the Company and the executive director Mr
Francisco López Peña provides for a severance
payment equivalent to the fixed remuneration inforce at the time of removal or resignation, which
the director would have received had he continued
in that position from the date of removal until thedate of termination of his contract, up to a limit of
two years' fixed remuneration, when the removal isdue to a unilateral decision by the Company orwhen the resignation of the executive director is theresult of a change of control of the Company.
Consequently, the severance amount would be
subject to the time at which the director's
termination or resignation occurs, and this fact
could determine an amount of 0 euros, if thetermination or resignation occurs on the day of thetermination date of his contract, i.e. 31 December
2023, or it could have been up to one year of his
fixed remuneration, i.e. 300,000 euros, in the eventthat his termination had occurred on 31 December
2022.
Post-contractual non-competition clause: in
addition, the contract also contains a postcontractual non-competition clause for a period of
one year from the date of termination of thecontract, compensation for which is included in the
remuneration defined in the contract.
The total amount of compensation, if any, payable
to the executive director under his commercial
contract may not exceed two years' fixed
remuneration.

59

It is noted that the termination of the service
agreement did not give rise to any severance pay
whatsoever because said termination resulted fromexpiration of the contract term. Although Mr
López Peña ceased to provide services to theCompany, he remains in his position as Director of
the Company, albeit as a proprietary director, as
mentioned above, since 1 January 2024, receiving
remuneration in its condition as such from thatdate.
State whether or not, beyond the cases set out in the regulations, suchagreements have to be reported and/or approved by the decision-making
bodies of the company or its group. If so, specify the procedures, cases set out
and the nature of the decision-making bodies responsible for approving orreporting them:
Board of directors
Decision-making body
approving the provisions

Yes

GeneralShareholders’Meeting
No

Y
E
S

NO

Is the General Shareholders’ Meeting informed ofsuch provisions?

x

Observations

C.2

Committees of the board of directors
C.2.1

Describe all of the committees of the board of directors, the members thereof,
and the proportion of executive, proprietary, independent, and other external
directors of which they are comprised:

EXECUTIVE COMMITTEE
Name

Position% executive directors% proprietary directors% independent directors% other external
Observations

60

Category

Explain the functions delegated or attributed to this committee other thanthose already described in section C.1.10, and describe the procedures andrules for its organisation and functioning. For each of these functions, state
the most important actions carried out during the year and how each of thefunctions attributed, whether by law, in the articles of association or othercorporate resolutions, have effectively been performed.

AUDIT COMMITTEE
Name
Ms Ana García Fau
Mr Juan María Riberas
Mera
Mr Javier Rodríguez
Pellitero

Position
Chairperson
MemberCategory
Independent
Proprietary

MemberIndependent

33.33%
66.67%
0%% proprietary directors% independent directors% other external

Explain the functions, including, where appropriate, any extra ones provided
for by law, attributed to this committee, and describe the procedures andrules for its organisation and functioning. For each of these functions, state
the most important actions carried out during the year and how each of thefunctions attributed, whether by law, in the articles of association or othercorporate resolutions, have effectively been performed.
The procedures and rules for the organisation and functioning of the Audit
Committee are set out in Article 20 of the Articles of Association and Article
39 of the Regulations of the Board of Directors. In addition, the functions of
the Audit Committee are governed by Article 20 of the articles of association
and Article 40 of the Regulations of the Board of Directors. For further
information, see note included in Section H.
In relation to the activities carried out by the Audit Committee and how eachone of its functions has effectively been performed in financial year 2023, it
will draw up an activity report which, as established in Article 39 of theRegulations of the Board of Directors, shall be submitted for approval to theBoard of Directors and published on the website whenever the General
Shareholders' Meeting is held. The activities carried out by the Audit
Committee during 2023 include, among others:

the supervision, review and favourable report on the process to prepare
and present the individual and consolidated financial statements anddirectors’ reports of the Company and its group of companies, as well as
the non-financial information contained in the directors’ report of the2022 consolidated financial statements;
the supervision and review of the process to prepare and present
regulated individual and consolidated financial information (quarterly
and half-yearly) for financial year 2023;

61





























the review and favourable report on the proposed distribution of profits
for financial year 2022, as well as the liquidity statement of the dividend
charged to 2023 profits;review of the main news on regulations and accounting principles;
establishing appropriate relationships with the external auditor withwhom meetings were held on five occasions during the year in questionin order to, among other matters, receive information on the progress ofaudit tasks and the most relevant aspects thereof;
approval of services by the external auditor other than auditing ofaccounts and the mandatory report on the independence of the external
auditor;annual evaluation of the external auditor during financial year 2022, as
well as the proposal to re-elect it for auditing the 2023 financial
statements;
coordination and supervision of the external auditor’s selection process
for the audit of the Gestamp Group financial statements for the years
ended 31 December 2025, 2026 and 2027, as well as approval of the tenderspecifications, review of proposals by pre-selected candidates andsubmission of a proposal of two candidates to the Board of Directors;
regular supervision of the activities carried out during the year by theInternal Audit function and the approval of this department’s budget for2024;
the oversight and periodic review of the Internal Control Over Financial
Reporting system (hereinafter ICFRS) and the approval of its scope
matrix for financial year 2023;
supervision of Risk Management;
assessment of the functioning of the Internal Audit and Risk
Management department and of its leader’s performance in 2023;
the favourable report on the transactions carried out by the Gestamp
Group with its related parties, as well as the review of thecommunications of "other relevant information" issued by the Company
in this respect in accordance with the provisions of the Spanish
Companies Act;supervision of the Code of Conduct and operation of the whistleblowing
hotline;proposing the Gestamp Group Internal Reporting System Policy for
approval by the Board of Directors;
issuance and submission to the Board of Directors of the report on theoutcome of the Audit Committee’s evaluation;
review and favourable report of the 2022 Annual Corporate Governance
Report;review of the status of the most important legal disputes and claims
involving Gestamp Group companies;
supervision of the activities of the Regulatory Compliance Unit,
including monitoring the criminal risk prevention model, and proposing
the Gestamp Group Compliance Policy to the Board of Directors forapproval; andproposing the Gestamp Group General Information Security Policy for
approval by the Board of Directors.

62

Identify any directors who are members of the audit committee and who havebeen appointed taking into account their knowledge and experience in theareas of accounting, auditing, or both, and report the date of appointment of
the Chairperson of this committee.
Name of directors with experience Ms Ana García Fau
Mr Javier Rodríguez Pellitero
Mr Juan María Riberas Mera
24/03/2021
Date of appointment of thecurrent chairperson
Observations

NOMINATION AND COMPENSATION COMMITTEE
Name
Position
Mr. Alberto Rodríguez- Chairperson
Fraile Díaz
Mr Gonzalo Urquijo
MemberFernández de Araoz
Mr. Pedro Sainz deMemberBarandaCategory
Independent
Other external
directors
Independent0%
66.67%
33.33%% proprietary directors% independent directors% other external

Observations

Explain the functions, including, where appropriate, any extra ones provided
for by law, attributed to this committee, and describe the procedures andrules for its organisation and functioning. For each of these functions, state
the most important actions carried out during the year and how each of thefunctions attributed, whether by law, in the articles of association or othercorporate resolutions, have effectively been performed.
The procedures and rules for the organisation and functioning of theNomination and Compensation Committee are set out in Article 21 of the
Articles of Association and Article 39 of the Regulations of the Board of
Directors. In addition, the functions of the Nomination and Compensation
Committee are governed by Article 20 of the articles of association and Article
41 of the Regulations of the Board of Directors. For further information, seenote included in Section H.
In relation to the activities carried out by the Nomination and Compensation
Committee and how each of its functions has effectively been performed infinancial year 2023, it will draw up an activity report which, as establishedin Article 39 of the Regulations of the Board of Directors, shall be submitted
for approval to the Board of Directors and published on the website whenever63the General Shareholders' Meeting is held. The activities carried out by the
Nomination and Compensation Committee during 2023 include, among
others:



















verification of the degree of achievement of the 2022 objectives inrelation to the variable component of the remuneration of executive
directors and senior management, as well as the result of said component;
proposal of objectives in relation to the variable component of the
remuneration of executive directors and the senior management for
financial year 2023, introducing variations in the compensation system
by adding to the existing quantitative and qualitative components(Financial and Athena Project), two more qualitative components; one
based on personal objectives and the other based on ESG objectives;
evaluation of compliance with the Company’s Remuneration Policy andwith the Board of Directors' Diversity and Selection Policy during
financial year 2023;
proposing a new Directors’ Remuneration Policy applicable in 2024,
2025 and 2026, which was approved by the General Shareholders’Meeting on 9 May 2023;
proposing a new long-term incentive scheme (LTI) applicable to
Gestamp Group executives and reviewing the essential terms of the sharebuyback scheme approved by the Board of Directors in order to furnish
the shares assigned pursuant to said LTI, which was reported to themarket as a Significant Event on 4 September 2023 (record no. 24303);
the proposed determination of the individual remuneration of the
Directors in their capacity as such for the financial year 2024;
preparation of an action plan arising from the 2022 Board of Directors’
evaluation, as well as its follow-up during 2023 after the mandatory
approval of the Board of Directors;
at the Chairperson’s request, coordinating the evaluation of the Board of
Directors for financial year 2023, aided by an external consultant incompliance with Recommendation 36 of the Good Governance Code for
Listed Companies, and preparing the mandatory reports and the action
plan for approval by the Board of Directors;
monitoring of director attendance at Board and Committee meetings;
approval of the Board of Directors’ Training Programme for 2023; andthe review and favourable report on the 2022 Annual Report on
Directors' Remuneration approved in a consultative manner by the
Annual General Meeting on 9 May 2023, and the review of the content of
the 2022 Annual Corporate Governance Report in all sections within its
remit.

NOMINATION COMMITTEE
Name

Position% proprietary directors

64

Category

% independent directors% other external
Observations

Explain the functions, including, where appropriate, any extra ones provided
for by law, attributed to this committee, and describe the procedures andrules for its organisation and functioning. For each of these functions, state
the most important actions carried out during the year and how each of thefunctions attributed, whether by law, in the articles of association or othercorporate resolutions, have effectively been performed.
COMPENSATION COMMITTEE
Name

Position

Category% proprietary directors% independent directors% other external
Observations

Explain the functions, including, where appropriate, any extra ones provided
for by law, attributed to this committee, and describe the procedures andrules for its organisation and functioning. For each of these functions, state
the most important actions carried out during the year and how each of thefunctions attributed, whether by law, in the articles of association or othercorporate resolutions, have effectively been performed.

SUSTAINABILITY COMMITTEEName
Mr César Cernuda Rego
Ms Concepción Rivero
Bermejo
Ms Loreto Ordóñez Solís
Ms Chisato Eiki

Position
Chairperson
MemberCategory
Independent
Independent

MemberMemberIndependent
Proprietary
0
25
75
0

% executive directors% proprietary directors% independent directors% other external

65

Observations

Explain the functions, including, where appropriate, any extra ones provided
for by law, attributed to this committee, and describe the procedures andrules for its organisation and functioning. For each of these functions, state
the most important actions carried out during the year and how each of thefunctions attributed, whether by law, in the articles of association or othercorporate resolutions, have effectively been performed.
The procedures and rules for the organisation and functioning of the
Sustainability Committee are set out in Article 20 of the Articles of
Association and Article 39 of the Regulations of the Board of Directors. In
addition, the functions of the Sustainability Committee are governed by
Article 20 of the articles of association and Article 42 of the Regulations of
the Board of Directors. For further information, see note included in Section
H.
The activities carried out by the Sustainability Committee during 2023
include, among others:






review of the statement of non-financial information (EINF) containedin the Annual Report for 2022.
supervision of the degree of fulfilment of the 2023 targets in the Gestamp
Group ESG Strategic Plan;
proposing the Gestamp Group Equality, Diversity and Inclusion Policy
for approval by the Board of Directors;
issuance and submission of the report on the findings of the
Sustainability Committee’s evaluation to the Board of Directors; andsupervision of the most relevant environmental, social and governance(ESG) issues in the Gestamp Group, including:(i) the requirements of new European ESG regulations, particularly the
Gestamp Group’s eligibility for and alignment with European
Environmental Taxonomy regulations;(ii) the due diligence process regarding Human Rights implemented in
the Gestamp Group;(iii) the main progress in terms of circularity and the Gestamp Group’s
internal decarbonisation plan;(iv) the status of the ratings by the ESG rating agencies that analyse
Gestamp;(v) the variable remuneration component for the executive director,
senior management and Gestamp Group employees linked to thedegree of achievement of the 2023-2025 ESG Strategic Plan;(vi) the most relevant features of the creation of Fundación Gestamp;(vii) the life cycle assessment (LCA);(viii) the Science-Based Targets initiative (SBTi) and the targets set by
the Gestamp Group in relation to it; and(ix) several reports issued by an external consultant in relation to double
materiality and the impact of climate risks on the Gestamp Group'sbusiness.

66C.2.2Complete the following table with information on the number of female
directors on the committees of the board of directors at the end of the last four
financial years:
Number of female
directors
Year tYear t-1

Number %Executive
Committee
Audit
Committee
Nomination andCompensation

Year t-2

Number %Year t-3

Number %Number %

0

0

0

0

1
(33.33%)

1(33.33%)

1(33.33%)

1(33.33%)

0
(0%)

0
(0%)

0
(0%)

0
(0%)

3
(75%)

3
(75%)

3
(75%)

-

0

0

0

0

0

0

0

0

0

0

0

0

Committee
Sustainability
Committee
Nomination
Committee
Compensat
ion
Committee
Committee

Observations

C.2.3

State, where applicable, the existence of regulations of the board committees,
where such regulations can be consulted, and any amendments made during
the financial year. Also state if any annual report of the activities performedby each committee has been voluntarily prepared.
The Regulations of the Board of Directors thoroughly regulate the rules ofcomposition and functioning, as well as the responsibilities of both the Audit
Committee, the Nomination and Compensation Committee and theSustainability Committee.
In favour of greater simplicity, avoiding duplications and aiming to facilitate
comprehension and application, a comprehensive regulation integrated into
the Regulations of the Board of Directors has been chosen as opposed to a
specific regulation for each Committee.
The revised text of the Regulations of the Board of Directors is published on
the Company’s website (www.gestamp.com) in the sections “Shareholders andInvestors", “Corporate Governance”, “Board of Directors” and “Regulationsof the Board of Directors”, as well as in CNMV’s website.
The Audit Committee and the Nomination and Compensation Committee

67submit on an annual basis to the approval of the Board of Directors anactivity report to be subsequently made available to shareholders at theOrdinary General Shareholders’ Meeting, in accordance with the provisions
contained in Article 39 of the Regulations of the Board of Directors. In thissense, the Sustainability Committee prepares and submits such reportvoluntarily for the approval of the Board of Directors, even though
Recommendation 6 of the Good Governance Code of listed companies does not
require so and neither does Article 39 of the Regulations of the Board of
Directors.

68

D

RELATED-PARTY TRANSACTIONS AND INTRAGROUP TRANSACTIONS
D.1

Explain, where applicable, the procedure and competent bodies for approving relatedparty and intragroup transactions, indicating the entity’s criteria and internal generalrules governing the obligations of abstention of the affected directors or shareholders
and detailing the internal reporting and periodic monitoring procedures set by thecompany in relation to related transactions whose approval has been delegated by the
Board of Directors.
Article 8 of the Regulations of the Board of Directors attributes to the Company’s
Board of Directors, among other functions, the approval of transactions performed by
the Company or Group companies with major shareholders or shareholders
represented in the Board of Directors of the Company or of other Group companies,
or with persons related to it, after a favourable report from the Audit Committee, andwith the abstention of the affected directors, except for exempt cases set out in thelegislation in force.
In this sense, the Board of Directors, after a favourable report from the Audit
Committee, will be in charge of approving the related transactions whose amounts orvalues are not equal to or higher than 10% of total asset items according to the last
annual consolidated balance sheet approved by the Company. In addition, theCompany’s General Shareholders’ Meeting will be in charge of approving, after areport from the Audit Committee, the related transactions whose amounts or values
are not equal to or higher than 10% of total asset items according to the last annual
consolidated balance sheet approved by the Company, pursuant to Article 529(22) of
Companies Act.
Moreover, on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri
Corporación Financiera, S.L. and the Company signed the Protocol for Regulating
Transactions with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries.
This agreement incorporates the general framework that governs the relations
between the Company and its subsidiaries, and group of companies under the parent
company Acek Desarrollo y Gestión Industrial, S.L. The protocol sets forth theprinciples that must be observed by all related-party transactions.

69

D.2

Detail on a specific basis the transactions that are significant in terms of amount or
subject matter, as performed between the company or its subsidiaries and theshareholders owning 10% or more of voting rights or represented at the company’sboard of directors, indicating the competent body for approval thereof and whether
any affected shareholder or director has abstained. If the competent body is theshareholders’ meeting, indicate whether the proposed resolution was approved by theboard without the unfavourable vote of the majority of independent directors:

company

Individual or Nature ofthecompany

name ofname of therelationsshareholder ofcompany or

hip

any of its

subsidiary

Individual or% Holding

subsidiaries

Acek
Desarrollo yGestión
Industrial, S.L.

74.17

Sociedades del Contractual
Grupo
Gestamp
Automoción,
S.A.

Grupo Holding
Gonvarri, S.L.

74.17

Sociedades del Contractual
Grupo
Gestamp
Automoción,
S.A.

Grupo Holding
Gonvarri, S.L.

74.17

Sociedades del Contractual
Grupo
Gestamp
Automoción,
S.A.

Grupo Holding
Gonvarri, S.L.

74.17

Sociedades del Contractual
Grupo
Gestamp
Automoción,
S.A.

74.17
Grupo Holding
Gonvarri, S.L.

Grupo Holding
Gonvarri, S.L.

74.17

Sociedades delGrupo
Gestamp
Contractual
Automoción,
S.A.
Sociedades delGrupo
Contractual
GestampAmou
Type of

Approving Identification The proposal
bodyof themade to thetransaction(thousabstaining shareholders’and otherands ofsignificant
meeting, as
informatio
shareholder applicable, waseuros)or director approved byn required
the boardforwithout theassessment
favourable
vote of the
purposesmajority of
independent
directors
Services
11,080 Board ofMr.
N/A
received
Directors
Francisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera
Purchase of 2,239,5 AnnualMr.
YES
goods, whether 06
GeneralFranciscofinished or not
Meeting
José Riberas
Mera and Mr.
Juan María
Riberas MeraSale of goods, 248.661 Board ofMr.
N/A
whether
Directors
Franciscofinished or not
José Riberas
Mera and Mr.
Juan María
Riberas Mera
Services
9.877 Board ofMr.
N/A
received
Directors
Francisco(including
José Riberas
leasings)
Mera and Mr.
Juan María
Riberas Mera
9.931 Board ofMr.
N/A
Directors
Francisco
Service
José Riberas
provision
Mera and Mr.
(including
Juan María
leasings)
Riberas Mera
Unpaid310
Board ofMr.
N/A
interest due to
Directors
Francisco
IFRS16
José Riberas

70

ntAutomoción,
S.A.
Inmobiliaria
Acek, S.L.

74.17

Sociedades del Contractual Services
Grupo
received
Gestamp
Automoción,
S.A.

1.078

Board ofDirectors

Mera and Mr.
Juan María
Riberas MeraMr.
N/AFrancisco
José Riberas
Mera and Mr.
Juan María
Riberas Mera

Observations

D.3

Detail on a specific basis the transactions that are significant in terms of amount or
subject matter, as performed by the company or its subsidiaries with the company’s
directors or executives, including those transactions performed with entities controlled
or jointly controlled by the director or executive, indicating the competent body for
approval thereof and whether any affected shareholder or director has abstained. If
the competent body is the shareholders’ meeting, indicate whether the proposed
resolution was approved by the board without the unfavourable vote of the majority
of independent directors:

Nature ofAmountApproving

Identification

The proposal

company nametransaction(thousands ofbodyof themade to theof the company

and othereuros)

abstaining

shareholders’information

shareholder or

meeting, as

required for

director

applicable, wasIndividual orIndividual orcompany nameof the directors

Relationoror subsidiary
executives or its
controlled orjointly
controlled
entities

assessment

approved bypurposes

the board
without thefavourable voteof the majority
of independent
directors

Mr Francisco
López Peña

N/A

Loan

Financingagreements:
Loans.

1,976

Board ofDirectors

Mr Francisco
López Peña

Observations
The amount indicated corresponds to the outstanding balance of the loan at
December 31, 2023.
D.4

Detail on a specific basis the intra-group transactions that are significant in terms ofamount or subject matter, as performed by the company or its parent company orother entities belonging to the parent company’s group, including the subsidiaries ofthe listed company, unless no other related party of the listed company has an intereston those subsidiaries or the latter are direct or indirect full investees of the listedcompany.

71

N/AIn any case, report any intragroup transaction carried out with entities established incountries or territories considered to be tax havens:

Name of entity within
the group

Brief description of thetransaction and otherinformation required
for assessment purposes

Amount (thousandsof euros)Observations

D.5

Give details of any significant transactions carried out between the company orentities in its group and other related parties that have not been disclosed under theprevious headings.
Company name ofrelated party

Brief description of
the transaction andother information
required forassessment purposes

Amount (thousands ofeuros)

Observations

D.6

Describe the mechanisms used to detect, determine and resolve potential conflicts ofinterest between the company and/or its group, and its directors, executives, or
significant shareholders or other related parties.
Article 22 of the Regulations of the Board of Directors establishes the duty of directors
to inform the Company of any direct or indirect situation of conflict that they or
persons linked to them may have as regards the interests of the Company. In thissense, apart from the communication that the directors may send to the Company, as
applicable, in the event of a conflict of interest, the directors are required to make astatement indicating the existence of any conflict with the Company’s interests upon
preparation of the financial statements and the semi-annual financial information by
the Board of Directors.
On the other hand, articles 21, 24, 25 and 26 of the Regulations of the Board of
Directors regulate the duties of Directors, including the duty to abstain, the duty not
to compete, duties relating to the use of non-public information, corporate assets andtaking advantage of business opportunities. Furthermore, those articles govern the
Company's system of exemption, which shall be agreed at the General Shareholders’Meeting or by the Board of Directors, as appropriate, under the provisions set out in
the Companies Act, the articles of association or in the Regulations of the Board of
Directors of the Company.
Senior executives, as set forth in Article 11 of the Internal Code of Conduct for the
Securities Markets, shall act at all times with loyalty towards the Company, refraining
from participating in or influencing decision making as to the matters in which they
are affected by a conflict of interests, and they shall not have access to the confidential72information affecting such conflict.
Finally, with respect to the significant shareholder and as mentioned in section D.1.,
on 21 March 2017, Acek Desarrollo y Gestión Industrial, S.L., Gonvarri Corporación
Financiera, S.L. and the Company signed the Protocol for Regulating Transactions
with Related Parties of Gestamp Automoción, S.A. and its Subsidiaries, which sets
forth the principles that should govern all related-party transactions.
D.7

Indicate if the company is controlled by another entity in the sense of Article 42 of theCode of Commerce, whether listed or not, and has, directly or through subsidiaries,
business relations with said entity or any of its subsidiaries (different from those of thelisted company) or undertakes activities related to any of them.
Yes ☒ No □Indicate if it has publicly and specifically informed of the respective areas ofactivity and possible business relations between, on the one hand, the listedcompany or its subsidiaries, and, on the other, the parent company or its
subsidiaries:
Yes ☒ No □Report on the respective areas of activity and the possible business relations between, on the
one hand, the listed company or its subsidiaries, and, on the other, the parent company or its
subsidiaries, and state where these aspects have been publicly disclosed

As indicated in section D.2 of the report, during financial year 2022, the Acek Grouphas had the following business relations with the Gestamp Group:(a) Relations with Acek, holding company of the Acek Group, and subsidiariesof the Acek Group relating to:Supplies and centralised services provided by Acek to the Group:
consolidated accounting services, centralised negotiating andformalisation of insurance, centralised negotiating andformalisation of IT licences.
Provision of corporate management support services by theGroup to Acek.
The business relations of the Group with the Acek Renovables
Group consist in the supply of renewable energy by thesubsidiaries of the Acek Renovables Group to the Group’s
companies for their operations.

(b) Relations with Holding Gonvarri, S.L., and its subsidiaries (“GonvarriGroup”).
The Gonvarri Group is a subgroup of the Acek Group, which
manufactures, transforms and trades metal products; it has steel service
centres (cutting and coating of sheet steel and its supply for industrial
services) and it manufactures renewable energy structures (such as windturbine shafts, infrastructures for photovoltaic farms and solar thermal
plant elements).
The Group's companies have business relations with different subsidiariesof the Gonvarri Group, the activity of which is the steel service, and theGonvarri Group is their entrusted steel service centre. As such, theGonvarri Group acts not only as a provider of steel cutting and coating
services, but also as a provider of said steel, which it acquires from the73corresponding producer. In addition, the Group has leased (as lessee) fromthe Gonvarri Group certain assets to carry out its activities.
(c) Relations with Inmobiliaria Acek, S.L., and its subsidiaries (“Inmobiliaria
Acek Group”).
Subgroup of the Acek Group dedicated to real estate activity.
The Group has leased (as lessee) corporate offices owned by Inmobiliaria
Acek Group.
Identify the mechanisms established to resolve possible conflicts of interest between
the listed parent company and the other companies of the group:
Mechanisms to resolve possible conflicts of interests

As referred to in section D.1 of this report, on 21 March 2017, Acek Desarrollo yGestión Industrial, S.L., Gonvarri Corporación Financiera, S.L., and the Company
signed the Protocol for Regulating Transactions with Related Parties of Gestamp
Automoción, S.A., and its Subsidiaries. This agreement incorporates the generalframework that governs the relations between the Company, its subsidiaries, andits related parties, particularly with the group of companies under the parent
company Acek Desarrollo y Gestión Industrial, S.L.
In this regard, the protocol:(i)Defines the areas of activity of the Gestamp group and establishes anactivity reserve with respect to them.
(ii)
Defines the normal business relationships between the Gestamp Group
with the Acek Group (the parent group of which is Acek Desarrollo y Gestión
Industrial, S.L. and to which the Gestamp Group belongs) and with the GonvarriGroup (the parent group of which is Gonvarri Corporación Financiera, S.L. andwhich, in turn, belongs to the Acek Group) that constitute related-party
relationships. These relationships include (a) the purchase and sale of steel plateby the Gestamp Group to the Gonvarri Group and the provision by the GonvarriGroup to the Gestamp Group of cutting and coating services, (b) the provision by
the Acek Group to the Gestamp Group of corporate services and supplies andcentralised services, (c) the provision by the Gestamp Group to the Acek Group of
corporate services.
(iii)
Establishes the principles with which all related party transactions mustcomply, which include: (a) adequate documentation of the terms and conditions,(b) performance on market terms, (c) performance of the operations using thediligence required of an expert in the sector to which each of the parties belongs
and with the quality standards of the market, and (d) with respect to the terms of
the protocol and the contract that regulates the relationship.
(iv)
With respect to the mechanisms for resolving conflicts of interest,
reference is made to the mechanisms provided for in the Regulations of the Boardof Directors (previously described in this section) and to the Spanish Companies
Act and other applicable regulations.
On the other hand, in line with what is referred to in section D.6 of this report,
article 22 of the Regulations of the Board of Directors establishes the duty of the
Director to notify the Company of any situation of direct or indirect conflict that
persons related to him/her (including Gestamp's parent company, Acek, and thecompanies of its group) may have with the interests of the Company (i.e. with74

Gestamp and the companies of its group).
In this respect, in addition to the communication, if any, sent by the Directors to
the Company when a conflict of interest situation arises between related parties,
the Directors must complete a declaration in which they must indicate theexistence of any situation of conflict with the interests of the Company and thecompanies of its group when the annual accounts and half-yearly financial
information are drawn up by the Board of Directors.
On the other hand, articles 21, 24, 25 and 26 of the Regulations of the Board of
Directors regulate the duties of the Directors with regard to their duty to abstain,
their duty not to compete, the use of non-public information and corporate assets
and the taking advantage of business opportunities, all these precepts also being
applicable to the related parties of the Directors, in this case, once again andamong others, the parent company of Gestamp, Acek and the companies of its
group. Furthermore, those articles govern the Company's system of exemption,
which shall be agreed at the General Shareholders’ Meeting or by the Board of
Directors, as appropriate, under the provisions set out in the Companies Act, thearticles of association or in the Regulations of the Board of Directors of theCompany.

75

E

RISK CONTROL AND MANAGEMENT SYSTEMS
E.1

Explain the scope of the company’s financial and non-financial risks management
system, including the system for managing tax risks.
The Group operates in multiple countries, markets and regulatory, political and socioeconomic environments and is therefore exposed to different types of risks (strategic,
operating, financial, compliance and reputational risks), which may affect its
performance and must therefore be mitigated in the most effective way possible, thus
enabling it to generate value in a sustainable manner, protect the interests of ourshareholders and stakeholders and, ultimately, achieve our strategic objectives.
In this sense, the Group has a Comprehensive Risk Management System (hereinafter“CRMS”) to ensure that the financial and non-financial risks that may impair theachievement of the Group’s strategies and goals are identified, analysed, assessed,
managed and controlled systematically, with uniform criteria and within the risk levels
accepted by the Company’s Board of Directors. The financial or economic risks include
the accuracy of the different financial reports, fluctuations in exchange rates andinterest rates, and the management of cash flows and liquidity. In addition, nonfinancial risks include, among others, operating, technological, environmental, legal,social, political, reputational and compliance risks (including tax risks and thoserelated to corruption).
The CRMS in force, approved in 2021 by the Group, after having finalised its
development and implementation, is based on the COSO ERM -Enterprise Risk
Management- model and on the good practices mentioned in the Good Governance
Code of Listed Companies and in the Technical Guide 3/2017 on Audit Committees of
Public Interest Entities. The COSO ERM model is based on a systematic and detailed
approach to identify events, assess, prioritise and respond to risks related to theachievement of the strategy and its business objectives.
In order to facilitate and promote effective, comprehensive, systematic and uniform
management, the Group established the Comprehensive Risk Management System
Policy (hereinafter “CRMS Policy”), the implementation of which extends to allcompanies belonging to the Group. Its scope covers all activities, processes, projects
and business lines, as well as all geographical areas in which it operates.
The current CRMS Policy, approved by the Board of Directors on 6 May 2021, covers
the organisation, procedures and resources available to the Group to effectively deal
with uncertainty and reasonably and effectively manage the risks to which it is exposed
and the opportunities associated with them, thus making risk management an intrinsic
part of the organisation’s decision-making processes in terms of both the governanceand administrative bodies and the management of operations. The policy: (i) identifies
different types of risks and CRMS components, (ii) details the basic principles andguidelines and the general framework for action that must be observed in risk
management and control, (iii) specifies the bodies in charge of ensuring that theinternal control and risk management systems operate properly, together with theirroles and responsibilities, and (iv) defines criteria for establishing the level of risk thatis considered acceptable.
The Group also has a CRMS Corporate Procedure approved by the Operational Risk
Committee (hereinafter, “ORC”) on 19 November 2018. This procedure sets the basic
guidelines for the identification, assessment, management, response, follow-up andcommunication of different risks from each organisational area, thus allowing tomanage reasonably the risks to which the Group is exposed.

76

The Group has a Corporate Risk Map, which is set as a key element of the CRMS
providing an overall picture of the relevant risks of the Group itself, based on uniform
criteria, thus facilitating early identification of any events that could generate themand enabling anticipatory action aimed at preventing or, in the event of occurrence,minimising them. The Corporate Risk Map is updated at least once a year considering
the organisation’s external and internal context, so that it may respond to the Group’s
current situation and continue to be a management tool enabling effective andinformed decision making.
The latest update took place on 14 December 2023 and was submitted to the Audit
Committee for supervision and evaluation. The Corporate Risk Map 2024 was
submitted to the Board of Directors for approval at its meeting on 27 February 2024.
Risk management at Gestamp is not just a function or department, but is related tothe culture, capabilities and mechanisms for management and value creation
integrated in the Group's vision and in all of the organisation's processes and activities.
Thus, it should be noted that, in addition to corporate risk management, each of theGroup’s areas carries out more fragmented risk management through its corresponding
managers and forms part of the decision-making process at all levels. The work carriedout by these managers is included in the Corporate Risk Map through the involvementof the members of the ORC, which is made up of top-level executives, representativesof the Group’s Divisions, Business Units and Corporate Departments.
The commitment of all the parties involved in risk management ensures that it remains
applicable and updated, guaranteeing an efficient and adequate use of control
mechanisms in order to mitigate the impact of identified risk events should they occur.
E.2

Identify the decision-making bodies of the company responsible for preparing andimplementing the financial and non-financial risk management system, including thesystem for managing tax risks.
The CRMS is a process led by the Company’s Board of Directors and Senior
Management and is the responsibility of each and every member within the Group. It
is designed to provide reasonable assurance when achieving the Group’s strategic goals,
defending the interests and reputation of the Group, as well as the interests ofshareholders, clients and other stakeholders and guaranteeing the business stability
and financial strength in a sustainable manner over time.
Although the CRMS is a process that affects and involves all of the Group’s personnel,
in accordance with the CRMS Policy approved by the Board of Directors, those
entrusted with ensuring its smooth running and its functions are the following:

The Board of Directors.

It is responsible for approving the CRMS Policy, as well as establishing the acceptablelevel of risk, and regularly monitoring internal information and control systems toensure that they are consistent with the Group’s strategy.


Audit Committee.

It is responsible for periodically supervising, assessing and reviewing the efficacy ofinternal control and financial and non-financial risk management systems, so that themain risks are adequately identified, managed and reported, receiving support in thissupervision task from the Internal Audit and Risk Management Department. In
supervising non-financial risks, the Audit Committee also has the support of the
Sustainability Committee for those risks related to ESG.
In particular, the Audit Committee fosters a culture in which risk is a factor that istaken into account in all decisions and at all levels within the organisation, supervises

77the operation of the Risk Committees and the Internal Audit and Risk Management
Department, evaluates whether the Group has the proper policies and processes to
identify and control its main risks, and makes an annual reassessment of the mostsignificant risks included in the risk map, which will include the identification andunderstanding of emerging risks and the evaluation of the risk level set.


The Risk Committees.

In addition to other committees set up at the level of the different organisational units
to monitor specific risks (such as, among others, those associated with project
management, information systems and regulatory compliance, including tax
compliance), at corporate level there is the ORC and, at a higher level, the Executive
Risk Committee (ERC), made up of top-level executives, representatives of the Group's
Divisions, Business Units and Corporate Departments. It is responsible for supporting
the Board of Directors, the Audit Committee and the Sustainability Committee in theirfunctions in relation with the control and management of risk. They are responsible for(i) ensuring the proper operation of the CRMS, (ii) identifying, quantifying andmanaging the most significant risks that have an impact on their respective areas andthe Group, (iii) approving the plans and actions required to respond to identified risks,
ensuring that they are aligned with the acceptable risk appetite, (v) reviewing the Risk
Map, and (vi) defining the risk management strategy as instructed by the Audit
Committee.
Specific Risk Officers.

Their key responsibilities involve identifying and monitoring risks under their
responsibility area, monitoring the effectiveness of controls, overseeing action plans
and collaborating on risks identification, assessment and update.


The Internal Audit and Risk Management Department.

In accordance with the rules governing the department approved by the Audit
Committee, this Department is responsible for coordinating the Group's risk
management, among other things. In performing such function, the CRMS Policy
establishes the following basic responsibilities carried out under the supervision of the
Audit Committee:ensure that risk control and management systems are functioning correctly and,specifically, that major risks the Group is exposed to are correctly identified,managed and quantified;

actively participate in the preparation of the risk strategy and in key decisions
regarding their management;verify that risk control and management systems are mitigating risks effectively
in accordance with the CRMS Policy and the risk appetite defined by theorganisation;

coordination with the Risk Committees and with those responsible for specific risk
management for risk measurement processes, controls, action plans andprocedures required to mitigate them.

Within the organisational structure, the Internal Audit and Risk Management
Department reports in a direct manner to the Audit Committee, which guarantees due
autonomy and independence in its functions and in the responsible supervision of therisk control and management system.
E.3

State the main financial and non-financial risks, including tax risks and –if material–
those arising from corruption (the latter being understood under the scope of Royal
Decree Law 18/2017), which may affect the achievement of the business objectives.

78

The Group defines risk as any potential internal or external event that may negatively
affect the achievement of the objectives regarding the various Group processes and,
therefore, the materialisation of its strategic objectives, its methods or its reputation.
Given the nature of the sector and the geographical areas in which operates, the Groupis exposed to various risks that could impede the attainment of its objectives and thesuccessful execution of its strategies.
The process of identifying and assessing the risks affecting the Group mainly took into
account the following risk factors, for which the Group has put in place monitoring andresponse plans and measures:

Operational Risks. Those related with potential losses or a reduction in activity
due to inadequacies or failures in operations, systems, resources or processes:oAbility to adapt to drops in production volumes and vehicle sales
forecasts: production flexibility and absorption of associated costs.

oVolatility and stress regarding the supply of raw materials and energy.

oDeviations in the profitability of projects, both in the launch and in thesubsequent production phase.

oIncidents related to the quality of our products, with potential cost,liability and reputational repercussions.

oInability to pass on to the customer the increased production costs
associated with volatility in the supply chain.

oBe a cause of disruption of the supply chain of our customers due tovarious internal or external factors including:

o





supply problems concerning our suppliers, both in relation toquality and term,

prolonged breakdown of machinery, tools or plants,

other factors that occur without warning (such as meteorologicaldisasters, earthquakes, floods, pandemics, etc.).

Security of computer applications and systems and cyber-attacks.

Strategic Risks. Those that may arise as a consequence of choosing a specificstrategy, as well as those of an external or internal nature that may significantly
affect the attainment of objectives, the reputation and/or vision of the Group in
the long term.
Included within this category of risks are those that originate from changes in
the competitive environment of the Group and in the positioning of the
products offered by Gestamp, in the situation of the country (political,
economic and social), as well as all those related to Corporate Governance andbusiness ethics. These include:oPolitical and economic instability in the different countries where theGroup operates.

oDependence of turnover on macroeconomic factors or market trends suchas the level of economic activity, level of consumer credit, etc.

oSustainability, environmental, social and governance risks:
Proper strategy and achievement of ESG targets according to sectorspecific and international standards, and to the requirements of79

customers and other stakeholders. Commitment to the goals of reducing
and eradicating climate change and to social progress goals.
o

Use of the best technology options and adaptation to new technology andprocesses at new production plants and in the adaptation of existing ones.

oDifficulty in developing and attracting talent in line with future needs inan environment of technological change and global growth.

oGroup progress towards data-driven management through the 4.0
industry and the digitalisation of business processes.



Reputational risks. These are risks related to potential damage to theCompany’s image or the loss of brand value with an impact on the perception
held by relevant stakeholders or society.

Compliance Risks. Those related with the strict observance of legislation andregulations (external and internal), including tax-related, that affects the Groupin the different markets and geographical areas in which it operates.
They include, among others, the risks associated with the criminal liability oflegal entities, the impact of corruption in the different countries where theGroup operates and unethical or irregular conduct. This category also includes
risks arising from potential legislative and regulatory changes and the Group’s
capacity to anticipate and react to them.



E.4

Financial Risks. These include financial market risks, as well as contingent
liabilities and other off-balance risks. Also included are those risks related toaccuracy and reliability in preparing, obtaining and presenting financial
information both internally and externally. Other significant risks to which theGroup is exposed in this regard are fluctuations in:oexchange rates arising from the performance of our activity in aninternational context,ointerest rates, andothe price of raw materials.

Identify whether the entity has a risk tolerance level, including one for tax risk.
The Group, in delivering its vision "to be the automotive supplier most renowned for
its ability to adapt business in order to create value for the client, while maintaining
sustainable economic and social development" assumes a prudent level of risk, seeking
the right balance between value creation in a recurring and continuous manner, tooptimise opportunities and keep acceptable levels of risk.
In this regard, the level of risk tolerance, including tax risks, is defined at corporate
level in the CRMS Policy, approved by the Company's Board of Directors, and sets outthat all risks that jeopardise compliance with the Group's strategies and objectives areto be kept at an acceptable low risk level.
To update the Corporate Risk Map in 2023, the members of the ORC and ERC became
involved. The main objectives of this updating process were to identify possible
emerging risks and to assess all of the risks in terms of impact, probability of occurrence
and effectiveness of the controls established, in accordance, with the assessment scales
approved on an annual basis in order to adapt to the strategy and changes in ourbusiness environment and which will continue to be reviewed at least once a year forthe same purpose. These assessment scales cover the different aspects of risk impact(financial, strategic, operational, regulatory framework and reputation) and represent

80uniform levels that allow for a standardised risk assessment. These scales reflect theGroup's limited level of risk tolerance.
E.5

State what financial and non-financial risks, including tax risks, have materialised
during the financial year.
In relation to purchases, since 2021, the supply chain for raw materials and energy has
experienced volatility and tension as a result of global supply difficulties and war. In thissense, the Group designed a long-term energy purchase strategy at the different locations
to ensure a stable power and gas supply in terms of volume and price and to manage to
receive electric power from renewable sources.
With regard to raw materials, most of the steel is purchased under “re-sale” agreementswith customers, meaning that the automobile manufacturers regularly negotiate withthe steel industry to reach the price at which the Group purchases the steel that is thenused in the production of their automotive components. For all other raw material
supplies, Gestamp negotiates purchase prices with steel companies once the agreements
between these companies and the main automobile manufacturers are known, so thatthe agreements reached by Gestamp are at least equal to those reached between thoseother parties.

E.6

Explain the response and oversight plans for the entity's main risks, including tax
risks, as well as the procedures followed by the company to ensure that the board of
directors responds to any new challenges that arise.
The Group has defined an CRMS that entails organisation, procedures and resources,
making it possible to identify, measure, assess, prioritise, and respond to risks to which
the Group is exposed. In this regard, two risk mitigation and response levels can be
determined: global elements or activities that are part of the corporate risk
management policy and other individual ones for each specific risk.
In general, the CRMS, along with the risk control and management policies andsystems that develop it, allow for quick and effective action to be taken on risks andfor the establishment, where necessary, of suitable action plans.
The overall management actions and elements include the Group’s Code of Conduct,
the work done by the Ethics Committee (which reports to the Board of Directors,
ensuring compliance with the Code of Conduct), the Whistleblowing Hotline, and othermechanisms roughly outlined in the CRMS Policy.
Diverse initiatives have been developed with a view to enhancing and streamlining thequality of operational data in order to improve the ability to respond to the Group’s
challenges and the needs of our customers and other stakeholders.
In terms of individual risk, the Group has response, management and oversight plansin place that match the characteristics of each specific risk. These plans are
implemented at operational level and are constantly running on a daily basis. They areintegrated into the systems and processes, thus ensuring that the operational activities
performed are consistent with the Group’s targets and objectives.
In this sense, the Group currently has various organisational units or departments thatanalyse, continuously monitor and provide a response in various areas specialised inrisk management, including: Internal Audit, Human Resources, Regulatory
Compliance, Insurance, Sustainability, Quality, Operations Control, Corporate
Security, Information Systems, Occupational Hazards Prevention, Project81

Management, Communication, Commercial, Financial Management, andDevelopment of Advanced Equipment. These units and departments form part of theGroup’s CRMS and are represented on the Risk Committees.

F

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO THE
PROCESS OF ISSUING FINANCIAL REPORTS (ICFRS)
Describe the mechanisms making up the risk control and management systems with respect
to the process of issuing the entity’s financial information (ICFRS).
F.1

Control environment at the entity
Indicate at least the following, specifying the main features thereof:
F.1.1.

What bodies and/or functions are responsible for: (i) the existence andmaintenance of an adequate and effective internal control over financial
reporting system (ICFRS); (ii) the implementation thereof; and (iii)
oversight thereof.

The Board of Directors has the ultimate responsibility for the existence andmaintenance of an adequate and effective Internal Control over Financial Reporting
System (hereinafter “ICFRS”). For these purposes, Article 8, section 3(a), of theCompany’s Regulations of the Board of Directors establish as one of the non-delegablecompetences of this governing body the approval of the risk control and management
policy, including tax risks, as well as the regular monitoring of the internal reportingand control systems.
The Group has developed an ICFRS Policy, approved by the Board of Directors on 3
March 2017 and updated on 5 May 2021, in which the managerial responsibilities,
instructions and the general outline of each ICFRS component are assigned (control
environment, risk assessment, control activities, reporting and communication andoversight). This policy sets forth that the Board of Directors is responsible for the
existence of a proper and effective ICFRS, a task that is performed through the Audit
Committee, and Senior Management is in charge of designing, implementing andoperating the ICFRS. These bodies rely on each other to perform these tasks,
coordinated by the Secretary of the Board of Directors.
Within the scope of these functions, the ICFRS Function fosters control awareness bypromoting control requirement awareness at all organisational levels, all throughongoing monitoring and support in its work of the definition and maintenance of the
documentation associated with the ICFRS, validating the design and effectiveness ofthe controls, and the implementation of the identified action plans.
The oversight of the ICFRS is the responsibility of the Audit Committee. In this sense,
Article 40, section 6.b), of the Regulations of the Board of Directors sets forth that the
Audit Committee has, among others, the responsibility to supervise and evaluate thepreparation, integrity and presentation of financial and non-financial information andof the financial and non-financial risk management and control systems relating to theCompany and, where applicable, to the Group (including operational, technological,
legal, social, environmental, political and reputational risks or those relating tocorruption), reviewing compliance with statutory requirements and the correct
application of accounting principles, as well as to review internal risk management andcontrol systems, including tax risks, from time to time. To this end, the Audit
Committee relies on the Internal Audit Department, which has rules regulating the82task of overseeing the effective functioning of the internal control system.
F.1.2

Whether any of the following are in place, particularly as regards thefinancial information preparation process:

Departments and/or mechanisms in charge of: (i) the design andreview of the organisational structure; (ii) clearly defining the lines of
responsibility and authority, with an appropriate distribution ofwork and duties; and (iii) ensuring that there are sufficient proceduresfor the proper dissemination thereof at the entity.

The Group’s Human Resources Department, the Organisation Department and theBoard of Directors through its Executive Chairperson, are in charge of defining andmodifying the organisational structure of the Group at a high level, with oversight by
the Nomination and Compensation Committee. In addition, the different
organisational units have the autonomy to develop and propose changes in theirrespective organisational structures using the criteria established by theabovementioned bodies. Any proposal for organisational change is communicated to
the Group's Human Resources and Organisation Departments for validation and isregistered in the Corporate Human Resources System, in its organisational
management module. All Group employees can access their organisational structure,i.e. their position within the organisation and their team, through the Gestamp
OneTeam tool.
For each role defined, the Human Resources and Organisation Departments havedescriptions of high-level roles called “jobs” which include the managers involved in
the process of drawing up the financial reports. In addition, for Group companies thatare production centres where there are quality certifications, the specific jobs aredescribed in accordance with the tasks carried out by the different people in the teamat each plant. The ICFRS documentation includes a risk and control matrix where,
individually for each control, both the responsible organisational structures and theowners of each of the controls have been identified in relation the financial reporting
process. All this information is updated in a Corporate Governance tool called
Gescompliance, developed internally in 2019 (i) to support and speed up update, design
assessment and control efficacy activities, and (ii) for each ICFRS control owner orcontroller to be aware of its periodic tasks and functions regarding ICFRS.


Code of conduct, body that approves it, degree of dissemination andinstruction, principles and values included (indicating whether therecording of transactions and the preparation of financial
information are specifically mentioned), body in charge of reviewing
breaches and of proposing corrective actions and penalties.

Since 2011, the Group has had a Code of Conduct which sets out the standards of ethicalconduct that the Group requires from all of its employees, which is available on the
Company’s website.
In 2018 the Board of Directors approved the last update of the Code of Conduct todate.
In 2018, replicating the action for the initial launch in 2011, the Group implemented adissemination plan in relation to the new Code of Conduct among employees in all
jurisdictions, who were also asked to confirm receipt and read it. In addition, as partof the plan to welcome new Group employees, a copy of the Code of Conduct is provided
and their adhesion is requested.

83Regarding training, all Group employees and members of the Board of Directors musthave carried out, at least once, the introduction course on the Code of Conduct, which
may be taken in one of the following ways:

Online training. When a new employee joins the Group, they automaticallyreceive a notification to their email address inviting them to take the training
on the Code of Conduct (available in all of the Group's languages), also receivinga copy of the Code of Conduct in electronic format. Moreover, this training
course is permanently available and, therefore, it can be seen if any questions
arise after the initial training.

Face-to-face training. For cases where the employee does not have access to a
device that allows them to carry out training online. The same documentation
as that available in the online training programme is included in the induction
plan for people who carry out this type of training.

In either of the two cases, the Group requests acknowledgement from the employee ormember of the Board of Directors that they have carried out the training on the Codeof Conduct; with regards to face-to-face training, this documentation will consist ofphysical acknowledgement of receipt signed by the employee and which is filed awayby the plants; and with regards to online training, the system itself requests
confirmation from the user that they have carried out the course on the Code of
Conduct.
In addition, during 2023, all Group employees received training on Equality and on
the Sexual Harassment Prevention Protocol.
In relation to the financial information, there is a section in the Code on "Integrity
towards our shareholders and business partners", which establishes that acting
responsibly and with transparency goes hand in hand with protecting value. All
employees create value for the shareholders when they put the company's interests
first, when they ensure that business records are accurate and when they properly
protect the company's resources, its information and assets. More specifically, thissection includes a rule corresponding to "Information management", which explicitly
indicates that the honest, accurate and objective collection and presentation of
information, whether financial or of any other kind, is essential for the Group.
Therefore, an employee of the Group:Must not falsify any kind of information, whether financial or any other kind.

Must not deliberately enter any false or misleading data into any report, record,
file or expenses claims.

Must not accept contractual obligations on behalf of the Company if exceeding
the authority granted to them.

Must fully cooperate with auditors, ensuring the accuracy of the information
provided.

The Ethics Committee is the body responsible for analysing non-compliances of theCode of Conduct, studying complaints and proposing remedial actions and sanctions.
Its duties and governance are set out in the Regulations of the Ethics Committee.
Members of senior management and an external advisor make up the Committee. It
reports directly to the Board of Directors through the Audit Committee.


Whistleblowing channel that makes it possible to report any
irregularities of a financial or accounting nature to the audit
committee, as well as any possible breach of the code of conduct andirregular activities at the organisation, specifying, if appropriate,
whether it is confidential and, if possible, allowing to make84

anonymous communications, respecting the rights of those reportingor being reported.
The Group has a complaints channel for the receipt of notifications and/or complaints
regarding irregular conduct or activities arising from any breach of the principles andethical rules of the Code of Conduct of a financial and accounting nature and any otherirregular activities that may occur within the Group. This channel has the following
channels of communication in which the confidentiality of the process and the rightsof the persons reporting in good faith and of the persons reported are guaranteed.
Compliance Office mailbox. Corporate email address managed directly by theCompliance Office.

SpeakUp line. Whistleblowing hotline managed by an external company. Suchcommunication may take place via telephone, web form or email. It is available
at all times in all the languages of the Group. Communications are managed
through the Compliance Office.



Human Resources Managers (Delegates). There is the possibility of reporting
through the Delegates, who report the submitted complaints to the Compliance
Office.

Both the Compliance Office mailbox and the SpeakUp line are available at the Group’s
intranet and website. All complaints are assessed by the Compliance Office, which
reports directly to the Ethics Committee, gathering the information deemed necessary
to determine the advisability of an investigation process. If the information andindications obtained suggest the possible existence of an irregularity, regardless ofwhether they have been received through the Complaints Channel or by any othermeans, the matter is investigated and, where appropriate, the necessary measures are
adopted.
In 2023, for the purposes of verifying if the channels of communication complied withLaw 2/2023, on whistleblower protection, which enacts Directive (EU) 2019/1937 in
Spanish Law, a Gap Analysis was conducted in collaboration with an external
consultant.
Said Law establishes a series of minimum requirements that must be met by thevarious internal reporting channels through which individuals can report, within awork setting, any violations of EU Law.
Based on the results of the analysis performed by the external consultant, an action
plan was drawn up and completed before the end of the year.
The plan included the following actions:

Approval by the Board of Directors of the Corporate Internal Reporting
System Policy following a proposal by the Audit Committee [and the Ethics
Committee].



Approval of the Internal Reporting System Management Procedure by the
Ethics Committee.

Both documentsreplace the regulation on the whistle-blowing channels available
within the Group that was contained to date in the Ethics Committee Regulations, andare available on Gestamp’s intranet and website. The main updates are:

Deadlines are established for receipt, acknowledgement of receipt ofcommunications and investigation pursuant to Law 2/2023.



The rights of the whistleblower and the accused are regulated in further detail.

The option of filing anonymous complaints is formally defined (it was already85possible to make complaints like this de facto).


The Group formalised its commitment to collaborate and cooperate with theauthorities and judicial and administrative bodies in relation to theinvestigation of alleged criminal acts that may be committed within theGroup.

The Audit Committee receives a periodic report on the complaints made through theReporting Channel, the investigations carried out and, where appropriate, themeasures adopted.
In 2023, 129 communications were received through the diverse available channels: 6
reports were received through the Delegates, 46 directly through the Compliance Office
mailbox and 77 through the Speak Up Line.
Of the 129 communications received, 3 were questions about the contents of the Codeof Conduct, which were solved, and the remaining 126 were reports related to possible
breaches of the Code of Conduct. Of these latter, 12 reports were dismissed because thereported events were not deemed to represent breaches of the Code of Conduct orirregularities. None of the reports submitted are related to the reliability of financial
information and, therefore, it was not necessary to carry out any investigation or takecorrective measures in this area.
Regular training and update programmes for personnel involved in
the preparation and review of financial information, as well as in theevaluation of the ICFRS, covering at least accounting standards,
auditing, internal control, and risk management.

Gestamp has a global training and development policy in place that ensures a robustand effective process for comprehensively acquiring and transferring knowledge andresponds to current and future business needs. Training is an essential element for theadaptation of new professionals to Gestamp and the correct performance of their jobs,
as well as to keep the Group's employees up to date in terms of the changes that may
occur both in the Group itself and in the environment and sphere where it carries out
its activities.
As proof of its commitment to training, and in particular regarding economic andfinancial matters, in 2023, Gestamp provided the following hours of training:

Through its virtual campus, Gestamp Global Learning, a total of 769.5 hoursof training in economic and financial matters were given to 142 participants.

On the other hand, a total of 4,601 hours have been taught by the plants ineconomic and financial matters.

As part of the training offer, there are technical training actions aimed at the business,
as well as specific training and refresher programmes on regulatory developments
regarding the preparation and oversight of financial reporting, and also regarding the
ICFRS.
Every year the Training & Development corporate department prepares a training
plan in cooperation with each area, which includes the different training actions aimed
at members of the Group’s Financial Management area, as well as the teams and thosein charge of the financial areas in each country and Group organisation unit.
The contents of the training sessions for the Group's personnel involved in processes
related to the preparation of financial information throughout financial year 2023
focused primarily on finance, analysis of financial statements, budget flows and theGesCompliance internal control tool, as well as our criminal risk prevention model.

86Furthermore, a financial training module was included in the Future Plant Director
Development Programme taught by the Hult business school to develop a strong
understanding of Gestamp’s financial targets and metrics and the actions that can betaken to influence them.
In addition, Annual Training Plan for members of the Board of Directors included
training on the criminal risk prevention model via Gestamp Global Learning.
Finally, the staff involved in the evaluation of the ICFRS is kept up to date on new
developments in Risk Management and Internal Control, especially of financial
information, on training on the use of the GesCompliance tool and the importance of
the ICFRS for the Group, and evaluations of the effectiveness and design of its controls
are carried out. In relation to this training, the ICFRS function has additionallyprovided around 150 hours of training to more than 393 users of the tool.

F.2

Risk assessment of financial information
Indicate at least the following:
F.2.1.

What are the main features of the risk identification process, including theprocess of identifying the risks of error or fraud, with regards to:Whether the process exists and is documented.

The Group bases its process to identify error or fraud risks in financial information on
the COSO framework (Committee of Sponsoring Organizations for the Commission of
the Treadway Commission), implementing practices aimed at designing andmaintaining an internal control system that provides reasonable assurance withregard to the reliability of the regulated financial information.
As referred to in section F.1.1, the Group has an ICFRS Policy that comprises, among
other matters, the ICFRS description, objectives, roles and responsibilities, themethodology for implementing the system for internal control over financial reporting
and also the process to identify error or fraud risks in financial reporting. Based on
this methodology, the scope matrix of the ICFRS was defined.
The scope matrix for the ICFRS, which is updated on an annual basis, after the
consolidated financial statements have been prepared, aims to identify the accounts
and disclosures that have significant associated risks and which could have a potential
material impact on financial reporting. It also establishes the processes to review
regarding its design and effectiveness in each country where the Group operates.
During the 2023 financial year, the Group has updated the identification of financial
reporting risks by analysing the information contained in the Group's audited
consolidated annual accounts as of 31 December 2022, selecting the most relevant
financial statements and significant disclosures based on quantitative (materiality)and qualitative criteria (assessment of the level of risk of each process, external
auditor's opinion, strength of the systems, seniority of the company in the Group,etc.). The 2023 ICFRS scope matrix was approved by the Audit Committee on 9 May
2023.


Whether the process covers all the objectives of financial reporting(existence and occurrence; integrity; assessment; presentation,
breakdown and comparability, and rights and obligations), whether
it is updated, and how often.

87

For each of the significant accounts and breakdowns, the critical processes and subprocesses associated with them are defined, and the risks that could generate errors
and/or fraud in the financial information are identified, covering all financial reporting
objectives (existence and occurrence; completeness; valuation; presentation anddisclosure; and rights and obligations).

The existence of a process for the identification of the scope of
consolidation, taking into account, among other matters, the possible
existence of complex corporate structures, holding entities, or special
purpose entities.

With regard to the scope of consolidation, the Executive Chairperson, the Group’s
Legal Director, the Tax Consultancy Director and the Financial Management holdmeetings as the Finance and Tax Committee, where they address issues relating to,among others, the impact of purchases or disposals made by companies in which theCompany has direct or indirect interests, as well as the changes in those interests.
Similarly, the Committee identifies the need to undertake specific corporate
operations, such as incorporations, mergers, divisions or the winding-up of companies
that form part of the Group.
The conclusions approved by the Finance and Tax Committee in the area of company
acquisitions and disposals or the performance of company operations are initiallycompiled by the Group’s Legal Department, which is in charge of drawing up the legal
documentation required. In addition, Gestamp Group’s Legal Department validates,
registers and, in the case of physical securities, has the custody of the securities
representing interests in the share capital of the companies in which Gestamp Group
has an interest and, in particular, in which the consolidation scope is determined.
Additionally, the Legal Department informs the Consolidation Team of any company
acquisition or disposal, as well as any interest in them, and any corporate operationthat may affect the scope of consolidation. This is done at least on the date on whichsuch operation becomes effective.
Based on the information received by the Finance and Tax Committee and by the
Legal Department, the Department Responsible for Consolidation in the Group's
Economic-Finance Department updates the scope of consolidation on the
consolidation application used by the company. Furthermore, on a quarterly basis,
this information is compared with that contained in the consolidation reporting
package that each Group company sends to carry out the quarterly consolidation.


The process takes into account the effects of other types of risks(operational, technological, financial, legal, tax, reputational,
environmental, etc.) to the extent that they affect the financial
statements.

As mentioned in section E.1., the Group has a CRMS Policy that is aimed at
establishing the basic principles, guidelines and the general framework for action toensure that the risks that may affect the implementation of the Group’s strategies andgoals are identified, analysed, assessed, managed and controlled systematically, withhomogeneous criteria and within the risk levels accepted by the Group itself.
The CRMS Policy is inspired in the following reference frameworks:


The COSO ERM model, risk management reference framework generally
accepted in the market.



The good practices mentioned in the Good Governance Code of listed companies
and the CNMV Technical Guide 3/2017 on Audit Committees of Public Interest

88Entities.
This Policy, containing five financial and non-financial risk categories (strategic,
operational, reporting, compliance and financial), is applicable to all Group
companies. Reporting risks include those related to the reliability in the preparation,collection and presentation of financial and non-financial information, both internal
as well as external, relevant to the Group.
These risks relate to all the Group's activities, processes, projects and lines of businessin all geographical areas where it conducts business, including, among others,
operational, technological, financial, legal, tax, environmental, social, political andreputational risks, as well as those related to corruption, also including contingent
liabilities and other off-balance sheet risks as part of financial risks.
Following the update of the Risk Map, which is analysed every year, it is verified thatthe risks that could have an impact on the financial information drafting processes oron the reliability of it are provided for in the ICFRS model. This is done to analyse
the need to include additional processes or controls in said model and/or in the matrix
scope for the following financial year.
What governance body of the entity supervises the process.

Responsibility for the oversight of the ICFRS effectiveness and the CRMS lie with the
Audit Committee through the Internal Audit Management, as established in Article
40 of the Regulations of the Company’s Board of Directors.
As indicated in previous sections, the Audit Committee approved the ICFRS scope
matrix on 09 May 2023 as a means of supervising this risk assessment process anddetermining that the process of identifying, assessing and monitoring the Group's risks
and, in particular, the measures aimed at identifying material risks in relation tofinancial reporting, is appropriate and sufficient.
F.3

Control activities
Indicate whether at least the following are in place and describe their main features:
F.3.1.

Procedures for review and authorisation of financial information, anddescription of the ICFRS to be published in the securities market,
indicating the persons or divisions responsible therefor, as well as
documentation describing the flows of activities and controls (including
those relating to risk of fraud) of the various types of transactions that
could materially affect the financial statements, including the closing
process and the specific review of significant judgements, estimates,
assessments, and projections.

The Group performs regular reviews of the financial reports drawn up and also of thedescription of the ICFRS in accordance with different levels of responsibility, which
aim at ensuring the quality of the information.
The Group’s Economic-Finance Department draws up consolidated financial
statements on a quarterly basis (consolidated accounts and interim financial
statements) and submits them for review by the Executive Chairperson, who thenproceeds to approve them. The quarterly authorisation and review procedures, as wellas the annual preparation, ends up with the submission to the Audit Committee by
the Financial Management and, ultimately, the approval by the Board of Directors.
In 2023, pursuant to the ICFRS scope matrix, the ICFRS Function continued to89

update and define the risk and control matrix, which includes the business processes
identified as key and material in preparing financial information in all the countries
in which the Group operates, to design and implement the control matrix at the plants
included in the scope matrix, and to perform the annual assessment of controls. The
controls that mitigate the error or fraud risks regarding financial reporting and which
affect these processes are identified in said matrix. Specifically, the key processes of
the Group for which there are defined ICFRS risk and control matrices are thefollowing:

Fixed assets.



Accounting Closing, Report, Taxes and Contingent Liabilities.

Consolidation and reporting to the CNMV.



Controls at the entity level.

Issuance and invoicing.



Purchasing Flow.

Inventory.



Human Resources.



Waste and scrap.

Treasury.

These processes/subprocesses cover the different types of transactions which may
materially affect the financial statements (purchases, sales, staff costs, stock, fixed
assets, collection and payment management, etc.), specifically including theaccounting closing, reporting and consolidation processes, as well as all of those thatare affected by significant judgements, estimates, assessments, and projections.
The documentation in each of the processes comprises:Descriptions of each subprocess associated with each process.



Breakdown of the information systems that impact the subprocesses.

Breakdown of the organisational structures.

Description of the significant risks involved in financial reporting (including
those relating to the risk of fraud) and also others (operational and/or regarding
compliance) associated with the different subprocesses and control objectives.



Detailed description of the key and non-key controls that mitigate each of therisks identified.

Results of the internal control design evaluation conducted by the ICFRSFunction, identifying the best opportunities and establishing the action plans,persons responsible and the corresponding implementation deadline.

For each control, the following have been identified:

Organisational structures and/or functions of positions in charge of each key andnon-key controls identified, as well as identifying other departments affected,
where appropriate.

Owner in charge of each control.

Frequency of the controls.

Level of automation of the controls.

Type of control: preventive or detective.

90



Risks to mitigate.

Association regarding the objectives of the financial information and theprevention/detection of fraud.

Information systems involved in the control.

Supporting evidence regarding the controls.

The Group launched an ongoing process for updating the internal control system
which guarantees the quality and reliability of financial information, not merely
limiting itself to yearly or half-yearly financial reports. The coordination of updating
the processes and activities falls to the Group's Internal Audit Department with thesupport of all levels of the Group: Plants, Divisions and Corporate Directions.
For that purpose, among other measures, as mentioned in section F.1.2, in 2019, theGroup implemented in all Group plants and countries where risk and control matrixes
had already been defined a specific tool developed internally, Gescompliance, whichallows making a continuous process for the update, assessment and oversight of thecorrect ICFRS operation, ensuring its reasonable reliability under a single centralised
environment. This tool contributes to strengthening the internal control at all levelsof the organisation, facilitating the effectiveness evaluation process and the control
designs, as well as monitoring the action plans.
Thus, during 2023, the process of evaluation of key controls by owners and supervisorsof key controls has been carried out in all companies and countries included in the 2023
ICFRS scope matrix. Prior to the evaluation of the controls, training is provided tothe users of the tool, owners of the controls and those involved in the evaluation of
ICFRS controls, in order to ensure the correct implementation of the controls and theirproper recording in the tool.
With regard to the relevant judgements, estimates and forecasts, the assumptions andcalculations are made by the Group's Economic and Financial Department and the
local Economic and Financial and Divisional Controlling Departments. To do so, theyuse information, such as the budgets for the coming financial years and the strategicplans, which the different Group companies report through a shared platform that is
managed by the Group’s Controlling Department. In certain cases (such as thevaluations of fixed assets and actuarial study calculations), the information provided
by specialists external to the Group is also used. The most significant judgements,
estimates and projections are validated prior to the process for approval of theconsolidated financial statements.
F.3.2.

Policies and procedures of internal control over reporting systems(including, among others, security of access, control of changes, operation
thereof, operational continuity, and segregation of duties) that provide
support for the significant processes of the entity in connection with the
preparation and publication of financial information.

The Group has internal control policies and procedures on the information systems
supporting the relevant processes, including the preparation and review process forfinancial reporting.
In the process to identify technological risks that may affect the confidentiality,
integrity and availability of financial information, the Group identifies what systems
and applications are relevant in each of the areas or processes considered significant.
The systems and applications identified include both those that are directly used toprepare the financial information and those that are relevant for the effectiveness ofthe controls that mitigate the risk of errors arising therein.

91

Taking into account this information, the Plan of Business Continuity of Information
Systems is reviewed on a yearly basis. This plan establishes action plans for mitigating
the risks arising from information system dependency that could affect theachievement of business objectives.
Generally speaking, the following controls exist to provide the Group with reasonableassurance concerning the internal control of reporting systems:


The Group has the Gestamp Group General Information Security Policy
approved by the Board of Directors on February 27, 2023, whose objective is toprovide a regulatory framework applicable to the Group, for the
implementation of security measures that guarantee the confidentiality,
integrity and availability of its own and third-party information available to
Gestamp.



The Group has a road map of the most relevant applications, including thosewith the objective of processing financial information.



Only authorised staff have access to the reporting systems using robust
authentication mechanisms. In addition, access to information is limited
according to the roles assigned to each user. In relation to this, systemaccessibility is determined by identity management. A feature is currently beingrolled out which, by means of an automatic approval flow, enables managers ofeach system to receive access requests and, in turn, review and approve them.

The actions performed by users are registered and monitored by people
authorised in accordance with operating procedures.

Periodic review processes are performed on users with access to data, as well asa review of privileged users.



There are alternative communication systems that guarantee the continuity ofoperations.



Backups of the information are carried out regularly, which are stored in safe
locations, and trial restorations thereof are carried out.

The incident management system is aimed at resolving any type of problem that
may arise in the business processes.



There is a software development methodology and different environments withthe aim of ensuring that any changes in the information systems areappropriately authorised and tested.

Critical business processes have different organisational and technologicalsolutions which ensure the continuity of the information systems. Every year,
the financial system recovery plan is tested, identifying the improvement
aspects that are included in the plan updates.

Finally, code audits are carried out to ensure the performance and correct
operation of the systems.

The controls on the information technology implemented in the area of financial
systems are validates every year in order to ensure their effectiveness. Any incidents
identified are evaluated and the appropriate measures adopted to correct them inthe time and manner established.
F.3.3.

Internal control policies and procedures designed to supervise themanagement of activities outsourced to third parties, as well as those
aspects of assessment, calculation, or valuation entrusted to independent
experts, which may materially affect the accounts.

92

The Group does not usually have activities outsourced to third parties which may
materially affect the financial statements. In any case, when the Group outsources
certain work to third parties, it ensures the subcontracted company has thetechnical skills required, independence, competence and solvency.
In financial year 2023, the only relevant activity outsourced to third parties with
an impact on the financial statements was the use of independent experts forsupport in the valuation of fixed assets and actuarial calculations, although they
did not have a material effect on the financial information. This activity was
performed by a prestigious firm that was validated as having the necessarycompetences by personnel in the Group and supervised by Management, which
verified the key assumptions used by the external party, along with thereasonableness of the conclusions.
F.4

Information and communication
Indicate whether at least the following are in place and describe their main features:
F.4.1.

A specific function charged with defining and updating accounting policies(accounting policy area or department) and with resolving questions or
conflicts arising from the interpretation thereof, maintaining fluid
communications with those responsible for operations at the organisation,
as well as an updated accounting policy manual that has beencommunicated to the units through which the entity operates.

Within the Group's Economic-Finance Department, there is Department
Responsible for Consolidation (hereinafter, “Consolidation Team”). The functions
assigned to said team, specifically established in the Group's Criteria andAccounting Policies Manual, include a team update, which must be undertaken atleast once per year.
This Manual includes the main policies applicable to the Group's operations, as wellas the criteria that are to be followed by those in charge of recording the financial
information, examples of its application and the chart of accounts for consolidation.
The last update was in November 2023.
In addition, there is another department in the Economic-Finance Department thatis responsible for the design and definition of the financial processes to be applied incompanies using the Corporate ERP. This Function is in charge of reflecting theaccounting policies established in the Group's Criteria and Accounting Policies
Manual in this system.
If those in charge of recording the Group’s financial information have any queries
about how to proceed with regard to daily transaction accounting, the responsibility
for resolving queries in relation to these processes lies with the Department
Responsible for the Design and Definition of Financial Processes, whereas any
queries regarding accounting policies are resolved by the Consolidation Team, as
stated in the Manual. This centralisation of query resolution allows for increased
standardisation of criteria.
The information required to update the Criteria and Accounting Policies Manual isreceived by the Consolidation Team through different channels: communications
from the ICAC (the Spanish Accounting and Auditing Institute) (for modifications
to the Spanish National Chart of Accounts, the IFRS or the IAS), by reviewing
information alerts sent by the external auditor, tax updates it receives from the tax
advisor or through participation in training sessions given by prestigious

93

companies.
In order to keep all persons in charge of recording financial information throughout
the Group informed of any possible modifications that arise in the Accounting
Criteria and Policies Manual, the Consolidation Team informs them regularly about
any new standards that should be applied and sends such Manual on an annual basis
along with the closing consolidation reporting package.

F.4.2.

Mechanisms to capture and prepare financial information withstandardised formats, to be applied and used by all units of the entity or
the group, supporting the principal accounts and the notes thereto, as wellas the information provided on the internal control over financial reporting
system.

All Group companies report the financial information in a consolidation reporting
package with a standardised format established by the Consolidation Team. This
package includes the information structure required to then proceed to add it.
The Consolidation Team has a master in which each account in the local
consolidation chart of accounts is associated with the corporate ERP accounts. This
association is customised in the Group's consolidation application by the Function
charged with the Design and Definition of Financial Processes within the Group's
Economic-Finance Department.
Once the Consolidation Team has received the information from the different
companies, it verifies that it coincides with the chart of accounts established for theGroup and with the Group's Criteria and Accounting Policies Manual and proceeds
to upload this information onto the Group's consolidation application.
Regarding the information in the disclosures in the report, in order to draw up theconsolidated Financial Statements, the Consolidation Team uses the information
reported by the different companies in the reporting packages as a source. Based on
this data and the information from the whole Group, it consolidates and draws up
the consolidated interim and annual accounts (financial statements and notes) andcreates the notes to the financial statements. The Consolidation Team ensures thatthe information in the consolidation application matches the detailed information
extracted to draw up the disclosures, and also that the information in the detail ofthe notes matches the detailed information extracted to draw up the notes.
Finally, the capture and preparation of the information provided regarding the
ICFRS is centralised in the ICFRS Function in coordination with the departments
involved. This description is formally validated by these Departments. This processconcludes with the approval of the Annual Corporate Governance Report as a wholeby the Board of Governors.

F.5

Supervision of the operation of the system
Indicate and describe the main features of at least the following:
F.5.1.

The activities of overseeing the internal control over financial reporting
system (ICFRS) performed by the audit committee, and also whether or
not the entity has an internal audit function whose duties include providing
support to the committee in its task of overseeing the internal control
system, including the ICFRS. Information is also to be provided concerning94the scope of the assessment of the ICFRS performed during the financial
year and on the procedure whereby the person or division charged withperforming the assessment reports the results thereof, whether the entity
has an action plan in place describing possible corrective measures, andwhether the impact thereof on financial information has been considered.

As indicated in section F.1.1, the Audit Committee is responsible for overseeing andperiodically reviewing the internal control systems and overseeing and assessing thefinancial and non-financial reporting process, with the support of the Internal Audit
Department, which reports directly to the Audit Committee and also reports to theSecretary of the Board.
Some of the duties of the Internal Audit Management are supporting the Audit
Committee in overseeing the correct functioning of the ICFRS, reporting theconclusions obtained from its reviews through the regular appearances of theInternal Audit Department at Audit Committee meetings during the financial year.
Those conclusions include potential impact and limitations to the scope that may
arise while performing the audits, detected weaknesses, recommendations andaction plans defined and agreed with the different areas, so as to resolve them, as
well as following-up their implementation to ensure that weaknesses have been
resolved. At the end of each year, the Internal Audit Management provides the
Audit Committee with a report on the activities performed during the year.
The Internal Audit Management is in charge of preparing on an annual basis andexecuting the Internal Audit Plan. This plan is presented for approval by the Audit
Committee, which ensures that the Internal Audit activity focuses mainly on
significant risks, as regulated by Article 40 of the Regulations of the Board of
Directors. Thus, the 2023 Internal Audit Plan was approved on 21 February 2023
by the Audit Committee.
On 9 May 2023, the Audit Committee approved the ICFRS scope matrix defined by
the ICFRS Function, as indicated in section F.2.1., and supervised the progress oftasks performed in relation to ICFRS (including documentation updates,
evaluations on the efficacy and design of key controls and implementation of theidentified action plans) through reports submitted by the Internal Audit
Department at meetings held on 21 February, 9 May, 21 July, 7 November and 14
December 2023.
In 2023, pursuant to the Audit Plan and the ICFRS scope matrix, overall audits
were performed on key processes deemed a priority in relation to the reliability offinancial information, bearing in mind the existing risks, as well as specificoperations, strategic and compliance audits, including the following activities:

Internal audits of processes (including financial processes) across a range ofareas and at the plants included in the scope matrix.

Investigation and preventive reviews of specific controls regarding fraud.



Reviews of cybersecurity and other information technology (IT) andoperational technology (OT) processes.

Continuous Auditing: Definition and periodic review of alerts designed
specifically based on the Group’s figures.

95

Auditing of key processes related to strategic transformation initiatives.


The scope of these audits includes the geographic regions where the Group operates:
Europe, North America, Asia and Latin America.
In the audits, action plans aimed at strengthening the internal control system were
established. The results of the audits have been periodically reported to the Audit
Committee.
As such, the Audit Committee, in accordance with its duties, includes in its activity
report the tasks it has undertaken under its role of overseeing the Internal Control
System during 2023. Among other aspects, the 2023 activity report includes thefunctions referred to in section C.2.1. of this report.

F.5.2.

Indicate whether there is a discussion procedure whereby the auditor(pursuant to TAS), the internal audit function and other experts can reportany significant internal control weaknesses encountered during their reviewof the financial statements or other reviews they have been engaged toperform to the company’s senior executives and its Audit Committee orBoard of Directors. State also whether the entity has an action plan tocorrect or mitigate the weaknesses identified.

Article 40 of the Regulations of the Board of Directors govern the duties of the
Audit Committee to protect the independence and efficacy of the Internal Audit
Function, to regularly receive information on the activities of the Internal Audit
Department, to verify whether senior management takes into account theconclusions and recommendations in its reports and to discuss with the auditor of
the financial statements any significant weaknesses in the internal control system
detected in the course of the audits, without ever compromising its independence.
To this end, and where applicable, recommendations and proposals, together withthe relevant follow-up deadlines, may be submitted to the board of directors.
In accordance with the process established for such purpose, any significant internal
control weaknesses that have been detected by the auditors of the financial
statements in the course of their work are formally reported in writing toManagement, which defines any action plans to be implemented to mitigate theinternal control weaknesses detected and subsequently presents them to the Audit
Committee.
Thirteen meetings of the Audit Committee were held in 2023.
External auditors attended five Audit Committee meetings to communicate, among
other matters, the provisional status of the audit work done on the Group’s financial
statements and the main findings detected, including any areas for improvement ininternal control detected, which, without being significant weaknesses, were deemed
to be potentially useful. The Internal Audit Department has participated in 8 Audit
Committee meetings, presenting, among other matters, the degree of progress of thework undertaken in relation to the ICFRS, as well as the internal control weaknesses
identified in the course of said work and the rest of the audits performed during the
year.

96

F.6

Other relevant information

There is no relevant information to highlight with respect to the ICFRS
implemented in the Group that has not been disclosed in the previous sections of
this Section F.
F.7

External auditor's report
Indicate:
F.7.1.

Whether the ICFRS information reported to the markets has been
submitted for review by the external auditor. If so, the related report should
be included in the corresponding report as an Appendix. If not, give reasons
why.

The ICFRS Function monitors the ICFRS continuously, validating its design andcontrol efficacy.
In addition, the Internal Audit Management, with the supervision of the Internal
Audit Committee, reviews ICFRS requirements and procedures. These tasks aresupplemented by the contributions made by the external auditor in relation to theidentification of any internal control weakness during external audit tasks.
These oversight activities are deemed appropriate and sufficient; therefore, it was
not deemed necessary in 2023 to submit ICFRS information to an additional
external review.

97

G

DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONSState the company’s degree of compliance with the recommendations of the Good
Governance Code for Listed Companies.
If the company does not comply with any recommendation or follows it partially, there must
be a detailed explanation of the reasons providing shareholders, investors, and the market
in general with sufficient information to assess the company’s course of action. Generalised
explanations will not be acceptable.
1. The bylaws of listed companies should not place an upper limit on the votes that can becast by a single shareholder, or impose other obstacles to the takeover of the company bymeans of share purchases on the market.
Complies ☒Explain □2. If the listed company is controlled, in the sense of Article 42 of the Code of Commerce, byanother entity, whether listed or not, and has, directly or through subsidiaries, business
relations with said entity or any of its subsidiaries (other than those of the listed company)or undertakes activities related to any of them, provide accurate and public information
on:a) The respective areas of activity and possible business relations between, on the one
hand, the listed company or its subsidiaries, and, on the other, the parent company or its
subsidiaries.
b) The mechanisms in place to resolve possible conflicts of interests.
Complies ☒Partly complies □Explain □Not applicable □3. During the annual general meeting, the chairman of the board should verbally inform
shareholders in sufficient detail of the most relevant aspects of the company’s corporate
governance, supplementing the written information circulated in the annual corporate
governance report. In particular regarding:a) Changes taking place since the previous annual general meeting.
b) The specific reasons why the Company does not follow some of the recommendationsof the Good Governance Code and, if any, the alternative rules that apply in this area.
Complies ☒Partly complies □Explain □4. The company should define and promote a policy of communication and contacts withshareholders and institutional investors as part of their involvement with the company, as
well as with proxy advisors, being fully compliant with market abuse regulations andgranting equitable treatment to shareholders in the same position. This policy should be
disclosed on the company's website, complete with details of how it has been put into
practice and the identities of the relevant interlocutors or those charged with its
implementation.
Notwithstanding the legal obligations to disseminate privileged information and othertypes of regulated information, the company should also have a general policy regarding
the disclosure of economic-financial, non-financial and corporate information throughthe channels it deems appropriate (communication media, social networks or otherchannels), contributing to maximizing the dissemination and quality of the information98

available to the market, investors and other stakeholders.
Complies ☒Partly complies □Explain □5. The board of directors should not make a proposal to the general meeting for thedelegation of powers to issue shares or convertible securities without pre-emptive
subscription rights for an amount exceeding 20% of capital at the time of such delegation.
When the board approves the issuance of shares or convertible securities without preemptive subscription rights, the company should immediately post a report on its website
explaining the exclusion as envisaged in company legislation.
Complies ☒Partly complies □Explain □6. Listed companies drawing up the following reports on a voluntary or compulsory basis
should publish them on their website well in advance of the annual general meeting, even
if their distribution is not obligatory:a) Report on auditor independence.
b) Reports on the operation of the audit committee and the Nomination andCompensation Committee.
c) Audit committee report on related-party transactions.
Complies ☒Partly complies □Explain □7. The company should broadcast its general shareholders' meetings live on the corporatewebsite. The company should have mechanisms to allow for delegation and voting bytelematic means, including even attendance and active participation at the General
Shareholders’ Meeting in the case of companies with high capitalisation and provided that
this occurs on a proportional basis.
Complies □ Partly complies ☒ Explain □The Company’s Ordinary General Shareholders’ Meeting held on 9 May 2023 wasbroadcast live over Gestamp's website. In relation to the delegation or exercise of voting
rights by telematic means, the Company did not consider it to be necessary to establish
these mechanisms. When future General Shareholders’ Meetings are prepared andorganised, the possibility of establishing telematics delegation and voting mechanisms
will be assessed.
8. The Audit Committee should ensure that the financial statements submitted by the Boardof Directors to the General Shareholders’ Meeting are prepared pursuant to accounting
regulations. In the cases in which the auditor includes a qualification in its audit report,
the chairperson of the audit committee should clearly explain at the general shareholders’meeting the opinion of the audit committee on its contents and scope, making a summaryof such opinion available to shareholders at the time of convening the meeting, along withthe rest of the board’s proposals and reports.
Complies ☒Partly complies □Explain □9. The company should disclose on its website, on an ongoing basis, its conditions andprocedures for admitting share ownership, the right to attend general meetings and theexercise or delegation of voting rights.
Such conditions and procedures should encourage shareholders to attend and exercise theirrights and be applied in a non-discriminatory manner.
Complies ☒Partly complies □99

Explain □10. When an accredited shareholder exercises the right to supplement the agenda or submit
new proposals prior to the general meeting, the company should:a) Immediately circulate the supplementary items and new resolution proposals.
b) Make publicly available the sample attendance card or the proxy or remote voting form
with the necessary changes so that the new items of the agenda and alternative
resolution proposals can be voted on in such manner as proposed by the Board of
Directors.
c) Put all these items or alternative proposals to the vote applying the same voting rules
as for those submitted by the board of directors, with particular regard to presumptions
or deductions about the direction of votes.
d) After the general meeting, disclose the breakdown of votes on such supplementary
items or alternative proposals.
Complies □Partly complies □Explain □Not applicable ☒11. In the event that the company plans to pay for attendance at the general shareholders’meeting, it should first establish a general, long-term policy in this respect.
Complies □Partly complies □Explain □Not applicable ☒12. The board of directors should perform its duties with unity of purpose and independentjudgement, according the same treatment to all shareholders in the same position. Itshould be guided at all times by the company’s best interest, understood as the creation ofa profitable business that promotes its sustainable success over time, while maximising its
economic value.
In pursuing the corporate interest, it should not only abide by laws and regulations andconduct itself according to principles of good faith, ethics and respect for commonly
accepted customs and good practices, but also strive to reconcile its own interests with thelegitimate interests of its employees, suppliers, clients and other stakeholders, as well aswith the impact of its activities on the broader community and the natural environment.
Complies ☒Partly complies □Explain □13. The board of directors should have an optimal size to promote its efficient functioning andmaximise participation. The recommended range is accordingly between five and fifteen
members.
Explain □Complies ☒14. The Board of Directors must approve a policy for selecting directors that provides for asuitable number of members and which:a) is specific and allows for verification;b) ensures that any proposed appointments or reappointments are based on a preliminary
analysis of the duties required of the Board of Directors; andc) promotes a diversity of knowledge, experience, age and gender. For this purpose, themeasures promoting a significant number of female high executives at the company are
deemed gender-diversity measures.
The results of the prior analysis of competences required by the board should be written
up in the Nomination Committee's explanatory report, to be published when the generalshareholders’ meeting is convened to ratify the appointment or re-election of eachdirector.
The Nomination Committee should run an annual check on compliance with this policy

100and set out its findings in the annual corporate governance report.
Complies ☒Partly complies □Explain □15. Proprietary and independent directors should constitute an ample majority on the boardof directors, while the number of executive directors should be the minimum practicalbearing in mind the complexity of the corporate group and the ownership interests they
control. The number of female directors should represent at least 40% of the members of
the board of directors by the end of 2022. Prior to that, it should not be below 30%.
Complies □Partly complies ☒Explain □Proprietary Directors (4) and Independent Directors (7) make up the vast majority of
Gestamp's Board of Directors, with the number of Executive Directors (1) being thenecessary number given the complexity of the Gestamp Group. Proprietary Directors
make up 30.77%, Independent Directors 53.85%, Executive Directors 7.69% and Other
External Directors 7.69%.
However, the number of female Directors still does not represent the 40% of the Boardof Directors established in this Recommendation, but rather 30.8%. Notwithstanding
the foregoing, since financial year 2019, three of the four vacancies that have arisen on
the Board of Directors of the Company have been filled by women. This complies with
the Board of Directors' Diversity and Selection Policy which, in order to achieve abalanced presence of women and men in its composition, states that the Board of
Directors must ensure that the Company's diversity measures encourage a significant
number of women in senior management positions, and with the measure adopted underthe Action Plan resulting from the annual evaluation of the Board of Directors,
consisting in continuing to promote diversity on the Board of Directors and, thus, theappointment of female directors.
16. The percentage of proprietary directors out of all non-executive directors should be no
greater than the proportion between the ownership stake of the shareholders they
represent and the remainder of the company's capital.
This criterion can be relaxed:a) In large cap companies where few or no equity stakes attain the legal threshold forsignificant shareholdings.
b) In companies with a plurality of shareholders represented on the board but nototherwise related.
Complies ☒Explain □17. Independent directors should represent at least half of all board members.
However, when the company does not have a large market capitalisation, or when a large
cap company has shareholders individually or concertedly controlling over 30 % of
capital, independent directors should occupy, at least, a third of board places.
Complies ☒Explain □18. Companies should disclose the following director particulars on their websites and keepthem regularly updated:a) Professional and biographical profile;b) Directorships held in other companies, listed or otherwise, and other paid activities
they engage in, of whatever nature.
c) Statement of the director class to which they belong, in the case of proprietary directors
indicating the shareholder they represent or have links with.

101d) Dates of their first appointment as a board director and subsequent re-elections.
e) Shares held in the company and any options thereon.
Complies ☒Partly complies □Explain □19. Following verification by the nomination committee, the annual corporate governancereport should disclose the reasons for the appointment of proprietary directors at theurging of shareholders controlling less than 3% of capital; and explain any rejection of aformal request for a board place from shareholders whose equity stake is equal to or
greater than that of others applying successfully for a proprietary directorship.
Complies □Partly complies □Explain □Not applicable ☒20. Proprietary directors should resign when the shareholders they represent dispose of theirownership interest in its entirety. If such shareholders reduce their stakes, thereby losing
some of their entitlement to proprietary directors, the number of the latter should be
reduced accordingly.
Complies ☒Partly complies □Explain □Not applicable □21. The board of directors should not propose the removal of independent directors before theexpiry of their tenure as mandated by the bylaws, except where they find just cause,
following a report by the nomination committee. In particular, just cause will be presumed
when directors take up new posts or responsibilities that prevent them allocating sufficient
time to the position of board member, or are in breach of their fiduciary duties or comeunder one of the disqualifying grounds for classification as independent enumerated in theapplicable legislation.
The removal of independent directors may also be proposed when a takeover bid, merger
or similar corporate transaction alters the company's capital structure, provided thechanges in board membership ensue from the proportionality criterion set out inrecommendation 16.
Explain □Complies ☒22. Companies should establish rules obliging directors to inform and, as applicable, resign inthe event of situations affecting –whether or not related to their performance at thecompany itself– and impairing the company’s credit and reputation and, in particular,requiring them to advise the Board of Directors about any criminal charges brought
against them and the progress of any proceedings. Whenever the board is informed orotherwise becomes aware of any of the situations mentioned in the previous paragraph, it
must examine the case as soon as possible and, taking into account the specificcircumstances, decide, following a report from the Nomination and Compensation
Committee, whether it should adopt any measure, such as opening an internal
investigation, requesting the resignation of the director or proposing his/her removal. In
addition, the matter should be reported in the Annual Corporate Governance Report,
unless it is justified by special circumstances, which must be recorded in the minutes. This
is notwithstanding the information that the Company may be required to disclose, if
appropriate, at the time of adopting the relevant measures.
Complies ☒Partly complies □Explain □23. All directors should express their clear opposition when they feel a proposal submitted for
the Board's approval might damage the corporate interest. In particular, independents andother directors not subject to potential conflicts of interest should strenuously challenge
any decision that could harm the interests of shareholders lacking board representation.
When the Board makes material or reiterated decisions about which a director has
expressed serious reservations, then he/she must draw the pertinent conclusions. Directors

102resigning for such causes should set out their reasons in the letter referred to in the next
recommendation.
The terms of this recommendation also apply to the Secretary of the Board, director orotherwise.
Complies ☒Partly complies □Explain □Not applicable □24. When either through resignation or by agreement of the General Shareholders’ Meeting,a director leaves his post before the end of his mandate, he should explain the reasons for
his/her resignation or, in the case of non-executive directors, his/her opinion on the
grounds for his/her dismissal by the board, in a letter sent to all members of the Board of
Directors.
Even if said events are reported in the Annual Corporate Governance Report, provided
that they are important for investors, the Company should publish the dismissal as soon
as possible, including sufficient reference to the reasons or circumstances given by the
director.
Complies ☒Partly complies □Explain □Not applicable □25. The Nomination Committee should ensure that non-executive directors have sufficient
time available to perform their responsibilities effectively.
The regulations of the board of directors should lay down the maximum number ofcompany boards on which directors can serve.
Complies ☒Partly complies □Explain □26. The board should meet with the necessary frequency to properly perform its functions,eight times a year at least, in accordance with a calendar and agendas set at the start of
the year, to which each director may propose the addition of initially unscheduled items.
Complies ☒Partly complies □Explain □27. Director absences should be kept to a strict minimum and quantified in the annual
corporate governance report. In the event of absence, directors should delegate theirpowers of representation with the appropriate instructions.
Complies ☒Partly complies □Explain □28. When directors or the secretary express concerns about some proposal or, in the case of
directors, about the company's performance, and such concerns are not resolved at themeeting, they should be recorded in the minute book if the person expressing them sorequests.
Complies ☒Partly complies □Explain □Not applicable □29. The company should provide suitable channels for directors to obtain the advice they needto carry out their duties, extending if necessary to external assistance at the company's
expense.
Complies ☒Partly complies □Explain □30. Regardless of the knowledge directors must possess to carry out their duties, they should
also be offered refresher programmes when circumstances so advise.
Complies ☒Explain □Not applicable □31. The agendas of board meetings should clearly indicate on which points directors must
arrive at a decision in order for them to study the matter beforehand or gather together

103the material they need.
For reasons of urgency, the chairperson may wish to present decisions or resolutions forboard approval that were not on the meeting agenda. In such exceptional circumstances,
their inclusion will require the express prior consent, duly recorded in the minutes, of the
majority of directors present.
Complies ☒Partly complies □Explain □32. Directors should be regularly informed of movements in share ownership and of the viewsof major shareholders, investors and rating agencies on the company and its group.
Complies ☒Partly complies □Explain □33. The chairperson, as the person charged with the efficient functioning of the board of
directors, in addition to the functions assigned by law and the company's bylaws, should
prepare and submit to the board a schedule of meeting dates and agendas; organise andcoordinate regular evaluations of the board and, where appropriate, the company's chief
executive officer; exercise leadership of the board and be accountable for its proper
functioning; ensure that sufficient time is given to the discussion of strategic issues, andapprove and review knowledge refresher courses for each director, when circumstances so
advise.
Complies ☒Partly complies □Explain □34. When a coordinating independent director has been appointed, the bylaws or regulationsof the board of directors should grant him or her the following powers over and above
those conferred by law: chair the board of directors in the absence of the chairperson or
vice-chairpersons, if they exist; give voice to the concerns of non-executive directors;
maintain contacts with investors and shareholders to hear their views and develop abalanced understanding of their concerns, especially those to do with the company's
corporate governance; and coordinate the chairperson's succession plan.
Complies ☒Partly complies □Explain □Not applicable □35. The board secretary should strive to ensure that the board's actions and decisions are
informed by the good governance recommendations contained in this Good Governance
Code that are of relevance to the company.
Explain □Complies ☒36. The board in full should conduct an annual evaluation, adopting, where necessary, an
action plan to correct deficiencies detected in:a) The quality and efficiency of the board's operation.
b) The performance and membership of its committees.
c) The diversity of board membership and competences.
d) The performance of the chairman of the board of directors and the company's chief
executive.
e) The performance and contribution of individual directors, with particular attention to
the chairpersons of board committees.
The evaluation of board committees should start from the reports they send the board of
directors, while that of the board itself should start from the report by the Nomination
Committee.
Every three years, the board of directors should engage an external facilitator to aid in104the evaluation process. This facilitator’s independence should be verified by the
Nomination Committee.
Any business dealings that the facilitator or members of its corporate group maintainwith the company or members of its corporate group should be detailed in the annual
corporate governance report.
The process followed and areas evaluated should be detailed in the annual corporate
governance report.
Complies ☒Partly complies □Explain □37. If there is an executive committee, it should comprise at least two non-executive directors,
being at least one of them independent, and the secretary must be that of the Board of
Directors.
Complies □Partly complies □Explain □Not applicable ☒38. The board should be kept fully informed of the business transacted and decisions made by
the executive committee. To this end, all board members should receive a copy of theminutes of executive committee meetings.
Complies □Partly complies □Explain □Not applicable ☒39. All members of the Audit Committee as a whole, and particularly its chairperson, should
be appointed taking into account their knowledge and experience in accounting, auditing
and both financial and non-financial risk management.
Complies ☒Partly complies □Explain □40. There should be a unit in charge of the internal audit function, under the supervision of
the audit committee, to monitor the effectiveness of reporting and internal control
systems. This unit should report functionally to the board's non-executive chairperson or
the chairperson of the audit committee.
Complies ☒Partly complies □Explain □41. The head of the unit assuming the internal audit function should submit its annual work
plan to the Audit Committee for approval by the latter or the Board of Directors; it shouldreport its implementation directly, including any incidents and scope limitations arisingin the course of its work, the results and follow-up of its recommendations and should
submit an activity report at the end of each year.
Complies ☒Partly complies □Explain □Not applicable □42. The audit committee should have the following functions over and above those legallyassigned:
1. As regards internal control and reporting systems:a) Supervise the preparation and integrity of both financial and non-financial reportingand of the control and financial and non-financial risk management systems relating to
the Company, and, where applicable, to the Group (including operational, technological,
legal, social, environmental, political and reputational risks or those relating tocorruption), reviewing compliance with statutory requirements, the proper determinationof the consolidation scope and the correct application of accounting principles.
b) Ensure the independence of the unit handling the internal audit function; propose theselection, appointment and removal of the head of the internal audit service; propose thebudget for such service; approve or propose to the board the approval of the guidelines and105

annual work plan regarding internal audit, ensuring that it focuses primarily on the mainrisks (including reputational risks); receive regular report-backs on its activities; andverify that senior management are acting on the findings and recommendations of its
reports.
c) Establish and oversee a mechanism whereby employees and other people related to theCompany, such as directors, shareholders, suppliers, contractors or subcontractors, areable to report potentially important irregularities, including financial, accounting or otherirregularities, in relation to the Company, as noticed within the Company or its Group.
Said mechanism should guarantee confidentiality, and in every case, provide for situations
where reports can be filed anonymously, respecting the rights of both the reporting andthe reported parties.
d) Ensure in general that the policies and systems established regarding internal control
are effectively applied in practice.
2. With regard to the external auditor:a) Investigate the issues giving rise to the resignation of the external auditor, should thiscome about.
b) Ensure that the remuneration of the external auditor does not compromise its quality
or independence.
c) Ensure that the company notifies any change of auditor to the CNMV, accompanied bya statement of any disagreements arising with the outgoing auditor, if any, and the related
reasons.
d) Ensure that the external auditor holds a meeting on an annual basis with the full Boardof Directors to inform them about the work carried out and the evolution of the accounting
and risk situation of the Company.
e) Ensure that the Company and the external auditor respect the regulations in force
regarding the provision of services other than auditing services, the limits on the auditor’s
concentration of business and, in general, any other regulations regarding theindependence of auditors.
Complies ☒Partly complies □Explain □43. The audit committee should be empowered to meet with any company employee ormanager, even ordering their appearance without the presence of another senior officer.
Complies ☒Partly complies □Explain □44. The audit committee should be informed of any fundamental changes or corporatetransactions the company is planning, so the committee can analyse the operation andreport to the board beforehand on its economic conditions and accounting impact and,
when applicable, the exchange ratio proposed.
Complies ☒Partly complies □Explain □Not applicable □45. The risk control and management policy should identify or determine at least:a) The different types of financial and non-financial risk (including operational,
technological, legal, social, environmental, political and reputational risks, as well as
those relating to corruption) faced by the Company, including, among the financial or
economic risks, contingent liabilities and other off-balance sheet risks.
b) A risk management and control model based on different levels, including a committee
specialised in risks, where sector-related legislation so requires or the Company deems it

106

convenient.
c) The level of risk deemed acceptable by the Company.
d) The measures in place to mitigate the impact of identified risk events should they occur.
e) The internal control and reporting systems to be used to control and manage theabovesaid risks, including contingent liabilities and off-balance-sheet risks.
Complies ☒Partly complies □Explain □46. Companies should establish a risk control and management function in the charge of oneof the company's internal departments or units and under the direct supervision of theaudit committee or some other dedicated board committee. This function should be
expressly charged with the following responsibilities:a)Ensure that risk control and management systems are functioning correctly and,specifically, that major risks the company is exposed to are correctly identified,managed and quantified.

b)

Actively participate in the preparation of the risk strategy and in key decisions
regarding their management.

c)Ensure that risk control and management systems are mitigating risks effectively inthe frame of the policy drawn up by the board of directors.
Complies ☒Partly complies □Explain □47. Members of the Nomination and Compensation Committee—or of the Nomination andCompensation Committee, if separately constituted—should have the right balance ofknowledge, skills and experience for the functions they are called on to discharge. The
majority of their members should be independent directors.
Complies ☒Partly complies □Explain □48. Large cap companies should operate separately constituted Nomination andCompensation Committees.
Complies □Explain □Not applicable ☒49. The Nomination Committee should consult with the company's chairperson and chief
executive, especially on matters relating to executive directors.
When there are vacancies on the board, any director may approach the Nomination
Committee to propose candidates that it may consider suitable.
Complies ☒Partly complies □Explain □50. The Compensation Committee should operate independently and have the following
functions in addition to those assigned by law:a)

Propose to the board the standard conditions for senior officer contracts.

b)

Monitor compliance with the remuneration policy set by the company.

c)Periodically review the remuneration policy for directors and senior officers,
including share-based remuneration systems and their application, and ensure that
their individual compensation is proportionate to the amounts paid to other directors
and senior officers in the company.

d)Ensure that conflicts of interest do not undermine the independence of any external
advice the committee engages.

e)Verify the information on director and senior officers' pay contained in different
corporate documents, including the annual directors' remuneration statement.

107

Complies ☒Partly complies □Explain □Although article 41 of the Regulations of the Board of Directors does not expressly
contemplate functions d) and e) of this Recommendation:-

With regard to letter d) of this Recommendation, the Company declares that themembers of the Nomination and Compensation Committee ensure that any
conflicts of interest do not impair the independence of the external advice provided
to the Committee. In 2023, the Nomination and Compensation Committee only
received external advice in relation to the annual evaluation of the Board of
Directors. In this regard, the Nomination and Compensation Committee verified
that the external consultant did not provide advice to the Gestamp Group
regarding the appointment of directors or senior management or in relation to
remuneration systems, and that the services provided to the Gestamp Group andthe amounts paid for them were not relevant to their independence.

-With regard to letter e) of this Recommendation, the Company declares that theNomination and Compensation Committee verifies the information on
remuneration of Directors and Senior Executives contained in the various
corporate documents, including the Remuneration Policy of the members of theBoard of Directors and the Annual Report on Directors' Remuneration, which isreported, each year, in the corresponding Activities Report of this Committee
made available on the Company's website.

51. The Compensation Committee should consult with the company's chairperson and chief
executive, especially on matters relating to executive directors and senior officers.
Complies ☒Partly complies □Explain □52. The terms of reference of supervision and control committees should be set out in theregulations of the board of directors and aligned with those governing legally mandatoryboard committees as specified in the preceding sets of recommendations. They should
include at least the following terms:a)Committees should be formed exclusively by non-executive directors, with a majority
of independent directors.

b)They should be chaired by independent directors.

c)

The board should appoint the members of such committees in relation to theknowledge, skills and experience of its directors and each committee's tasks; discuss
their proposals and reports; and provide report-backs on their activities and work at
the first board plenary following each committee meeting.

d)They may engage external advice, when they deem it necessary for the discharge of
their functions.

e)Meeting proceedings should be minuted and a copy made available to all board
members.
Complies ☒Partly complies □Explain □Not applicable □53. The task of supervising compliance with the company’s policies and rules concerning
environmental, social and corporate governance matters, as well as the internal codes ofconduct, should be assigned to one board committee or split between several board
committees, such as the audit committee, the Nomination Committee, the sustainability
committee, the corporate social responsibility committee, or any other specialisedcommittee created by the board under its self-organisation powers. Such committee must108

be made up by non-executive directors in its entirety, most of them being independent,with the minimum functions attributed specifically in the following recommendation.
Complies ☒Partly complies □Explain □54. The minimum functions mentioned in the previous recommendation include:a) Oversee compliance with the Company’s corporate governance rules and internal codesof conduct, ensuring that the corporate culture is in line with its purpose and values.
b) Oversee application of the general policy on communication of economic and financial,non-financial and corporate information, and on communication with shareholders andinvestors, voting advisers and other stakeholders. Furthermore, follow-up on how theentity communicates and relates itself with small and medium-sized shareholders.
c) Periodically assess and review the corporate governance system and environmental andsocial policies in place at the Company in order to ensure that they fulfil the mission ofpromoting social interest and take into account the legitimate interests of the remaining
stakeholders, as appropriate.
d) Oversee that the Company’s environmental and social practices are in line with thepolicy and strategy defined.
e) Oversee and evaluate the company’s interaction with its stakeholder groups.
Complies ☒Partly complies □Explain □55. The sustainability policies on social and environmental matters should identify andinclude at least:a) The principles, commitments, objectives and strategy relating to shareholders,
employees, customers, suppliers, social issues, the environment, diversity, fiscal
responsibility, respect for human rights and prevention of corruption and other illegal
conduct.
b) The methods or systems for monitoring the compliance with the policies, associatedrisks and management thereof.
c) Mechanisms for monitoring non-financial risk, including that related to ethical aspects
and business conduct.
d) Channels for stakeholder communication, participation and dialogue.
e) Responsible communication practices that prevent the manipulation of informationand protect the honour and integrity.
Complies ☒Partly complies □Explain □56. Director remuneration should be sufficient to attract individuals with the desired profileand compensate the commitment, abilities and responsibility that the post demands, but
not so high as to compromise the independent judgement of non-executive directors.
Complies ☒Explain □57. Variable remuneration linked to the company’s and personal performance, the award of
shares, options or any other right on shares or instruments linked to the share value andlong-term savings schemes, such as pension plans, retirement schemes or other social
security schemes.
The company may consider the share-based remuneration of non-executive directors
provided they retain such shares until the end of their mandate. This condition, however,will not apply to shares that the director must dispose of to defray costs related to theiracquisition.

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Complies ☒Partly complies □Explain □58. In the case of variable awards, remuneration policies should include limits and technicalsafeguards to ensure they reflect the professional performance of the beneficiaries and not
simply the general progress of the markets or the company’s sector, or circumstances ofthat kind.
In particular, variable remuneration items should meet the following conditions:a) Be subject to predetermined and measurable performance criteria that factor the risk
assumed to obtain a given outcome.
b) Promote the sustainability of the company and include non-financial criteria that are
relevant for the company’s long-term value, such as compliance with its internal rules
and procedures and its risk control and management policies.
c) Be focused on achieving a balance between the delivery of short-, medium- and longterm objectives, such that performance-related pay rewards ongoing achievement,
maintained over sufficient time to appreciate its contribution to long-term value
creation. This will ensure that performance measurement is not based solely on oneoff, occasional or extraordinary events.
Complies ☒Partly complies □Explain □Not applicable □59. Sufficient checks should be made to ensure the payment of the variable components ofremuneration is related to the performance or other previously established terms. The
entities must include in directors’ annual remuneration report the criteria applicable tothe term required and methods for such verification in view of the nature andcharacteristics of each variable component. Additionally, the entities should consider
incorporating a malus clause deferring for a sufficient amount of time the payment of a
portion of variable components, implying their full or partial loss if any event justifying
so occurs prior to payment.
Complies ☒Partly complies □Explain □Not applicable □The commercial contract of the Executive Director, Mr Francisco José Riberas,
contains a clause deferring the payment of his annual variable remuneration, whereby
this will not be paid until the consolidated financial statements of the Gestamp Groupare approved by the General Shareholders' Meeting.
In turn, the commercial contract of Mr Francisco López Peña, currently a proprietary
director, in force until 31 December 2023 did not include annual variable remuneration
among its remuneration components. Instead, Mr Francisco López Peña was thebeneficiary of a long-term incentive plan approved by the Board of Directors on 29
October 2020, linked to the fulfilment by the end of the period (31 December 2022) ofan economic-financial target, the achievement of which entitled the beneficiary toreceive a cash amount within the first six months of 2023, once the fulfilment of sucheconomic-financial target had been verified after the approval of the consolidated
financial statements for 2022 by the General Shareholders' Meeting. This deferral period
was regulated in the terms and conditions of the aforementioned long-term incentive
plan approved by the Board of Directors of the Company agreed to by Mr López Peña.
In this regard, the Company considers the deferral period existing between the accrualof the remuneration, i.e. the end of the financial year in question, and the approval of
the consolidated annual accounts of the Gestamp Group by the General Shareholders'Meeting of the Company, once these have been audited by the external auditor, to be
sufficient.

11060. Remuneration linked to company earnings should contain any qualifications stated in theexternal auditor’s report that reduce their amount.
Partly complies □Explain □Not applicable □Complies ☒61. A major part of executive directors’ variable remuneration should be linked to the awardof shares or financial instruments referenced to their value.
Complies □Partly complies □Explain ☒Not applicable □The Company has approved a Long-Term Incentive Plan (LTI) for certain Group
executives which shall be settled by furnishing Company shares in order to align theexecutives’ interests with the long-term sustainable corporate interest. However, theCompany does not currently foresee Executive Director Mr Francisco José Riberas as
being a beneficiary of this LTI.
As established in principle 25 of the Good Governance Code of Listed Companies, themain objective of remuneration linked to the delivery of shares or financial instruments
referenced to their value is to "align the interests of executive directors with the longterm sustainable corporate interest".
In this respect, the Executive Director Mr Francisco José Riberas holds (through Acek
Desarrollo y Gestión Industrial, S.L.) a significant shareholding in the Company. Thissituation necessarily implies an alignment of the Director's interest with the long-term
corporate interest of the Gestamp Group, which is why the Company has not consideredit necessary to include a long-term incentive based on furnishing shares or financial
instruments tied to their value among the remuneration components for Mr Francisco
José Riberas.
In turn, Mr Francisco López Peña, currently a proprietary director, participated until
31 December 2023 as an executive director in the Equity Participation Plan, whereby
the Company offered certain key executives of the Group the possibility of acquiring
shares in the Company at market price with financing from the Company. The aim of
the Participation Plan was precisely to align the interests of the participants with thelong-term interests of Gestamp. Therefore, once again, the Company did not consider
it necessary in 2023 to include among the remuneration components of Mr Francisco
López Peña the delivery of shares or financial instruments tied to their value.
62. Following the award of shares, share options or financial instruments derived from the
remuneration system, executive directors should not be allowed to transfer theirownership or to exercise the options for at least three years.
There is an exception in the case that the director has, upon the transfer or exercise, a
net economic exposure to the share price variation for a market value that is equal to an
amount of at least twice his/her fixed annual remuneration through the ownership ofshares, options or other financial instruments.
This will not apply to the shares that the director needs to sell in order to settle the costs
related to their acquisition or, subject to the previous approval of the Nomination andCompensation Committee, to face any extraordinary and unexpected situation requiringso.
Complies □Partly complies □Explain □Not applicable ☒63. Contractual arrangements should include provisions that permit the company to reclaim
variable components of remuneration when payment was out of step with the director’s
actual performance or based on data subsequently found to be misstated.
Complies ☒Partly complies □Explain □111

Not applicable □64. Contractual termination or cancellation payments should not exceed a fixed amountequivalent to two years of the director’s total annual remuneration and should not be paid
until the company confirms that he or she has met the predetermined criteria or conditions
for collection thereof. For the purpose of this recommendation, contractual terminationor cancellation payments will include all payments whose accrual or payment obligations
arise from or due to the termination of the contractual relationship between the director
and the company, including the amounts not previously consolidated from long-termsavings systems and the amounts paid by virtue of post-contractual non-competeagreements.
Complies ☒Partly complies □Explain □Not applicable □M

OTHER INFORMATION OF INTEREST
1. If there are any significant aspects regarding corporate governance at the company or atentities of the group that are not included in the other sections of this report, but should
be included in order to provide more complete and well-reasoned information regarding
the corporate governance structure and practices at the entity or its group, briefly
describe them.
2. In this section, you may also include any other information, clarification, or comment
relating to the prior sections of this report provided that they are relevant and not
repetitive.
Specifically, state whether the company is subject to laws other than Spanish laws
regarding corporate governance and, where applicable, include any information that thecompany is required to provide which is different to the information required in thisreport.
Section A.7.
Private shareholders’ agreement entered into by Acek Desarrollo y Gestión Industrial,
S.L., Mitsui & Co., Ltd. and Gestamp 2020, S.L. on 23 December 2016.
The most significant agreements it contains affecting the Company are as follows:(i)

The Gestamp 2020, S.L. Board of Directors must hold a meeting prior to theCompany's Annual General Shareholders’ Meeting in order to decide upon how tovote and appoint a representative for Gestamp 2020, S.L. in said Meeting. Mitsui &Co. Ltd. does not hold any voting rights regarding items on the agenda at theCompany's Annual General Shareholders’ Meeting.

(ii) The Company's Board of Directors must have a minimum of 9 and a maximum of
15 members. Mitsui & Co., Ltd. shall have the right to propose the appointment of
2 members of the Company’s Board of Directors out of the total number of membersthat Gestamp 2020, S.L. has the right to appoint, provided that it holds a stake,either directly or indirectly, in at least 10% of the Company’s share capital. In theevent that the stake held drops below 10% but remains above 5%, Mitsui & Co.,
Ltd. would have the right to propose the appointment of 1 member of theCompany’s Board of Directors out of the total number of members that Gestamp
2020, S.L. has the right to appoint.

112

(iii) In the event that any Gestamp 2020, S.L. shareholders have the intention oftransferring their indirectly held stake in the Company, the non-transferringshareholder becomes entitled to purchase the stake of the transferring shareholder
in Gestamp 2020, S.L. for a price equivalent to that of the sum of the closing market
price of the Company's share divided by the sum of the trading days in the monthafter the notification regarding the share transfer. If the right of first refusal is not
exercised, the transferring shareholder may, at its discretion, request the following
within 3 months:(a) That Gestamp 2020, S.L. sells company shares that indirectly belong to thetransferring shareholder, using the price obtained from such sale to buy sharesof Gestamp 2020, S.L., which directly belong to the transferring Shareholder.
(b) The shares in Gestamp 2020, S.L. are amortised obtaining in return the
distribution of company shares indirectly held.
(c)Gestamp 2020, S.L. is dissolved, allocating to each partner the company
shares that correspond to it in accordance with the stake held in Gestamp
2020, S.L.

(iv) Except where provided for in the agreement, Gestamp 2020, S.L. cannot sell or use
the company shares in its name as security without the consent of both partners.
(v) Acek Desarrollo y Gestión Industrial, S.L. may transfer at any time all or part ofthe company shares that it directly holds.
(vi) Without prejudice to the rights of Mitsui & Co. Ltd. under the agreement, Acek
Desarrollo y Gestión Industrial, S.L. may keep control of the company and of
Gestamp 2020, S.L. and its business.
(vii) In the event of a material breach of the private shareholders' agreement by Mitsui& Co. Ltd., Acek Desarrollo y Gestión Industrial, S.L. shall be entitled to exercise
a call option on the stake held by Mitsui & Co. Ltd. in Gestamp 2020, S.L. for a
price equivalent to 90% of its market value. In the event of a breach by Acek
Desarrollo y Gestión Industrial, S.L., Mitsui & Co. Ltd. may exercise a put option
on its stake in Gestamp 2020, S.L. for a price equivalent to 110% of its market
value.
Private shareholders’ agreement entered into by Mr. Francisco José Riberas Mera,
Halekulani, S.L., (now Orilla Asset Management, S.L.) Juan María Riberas Mera, Ion
Ion, S.L. and Acek Desarrollo y Gestión Industrial, S.L. on 21 March 2017.
The most significant agreements it contains are as follows:(i)

The governing body of Acek Desarrollo y Gestión Industrial, S.L. must hold ameeting prior to the Annual General Shareholders’ Meeting of the Company or of
Gestamp 2020, S.L. in order to come to an agreement on how Acek Desarrollo yGestión Industrial, S.L will vote and to appoint its proxy for said meetings.

(ii) Right of first refusal and tag-along right of the Acek Desarrollo y Gestión Industrial,
S.L. shareholders and, in the case of the right of first refusal, on a subsidiary basis
to the company itself, in the event that any of the shareholders have the intention

113

of transferring their stake to a third party. The aforementioned rights will not comeinto play in particular transfers to member of the Riberas family or to companies
or foundations controlled by the transferring shareholder or his/her family.
(iii) Regulation of a conciliation procedure and, on a subsidiary basis, a mediation
procedure for deadlock situations involving Acek Desarrollo y Gestión Industrial,
S.L., and indirectly involving the Company. In the event that the deadlock is not
solved through the conciliation or mediation, each of the Acek Desarrollo y Gestión
Industrial, S.L. shareholders may determine the vote that indirectly corresponds tothem in Gestamp 2020, S.L. by means of their stake in Acek Desarrollo y Gestión
Industrial, S.L.

Section C.1.13
The amount of the remuneration accrued in the financial year in favour the Board of
Directors of the Company reflected in this section does not match the amount reflectedunder this same heading in Note 32.2 of the notes to the consolidated financial
statements of the Group as different accrual criteria are applied in respect of the longterm incentive.
Section C.1.14
It is hereby stated that the total amount of the remuneration of Senior Management
corresponding to financial year 2023 as set out in section C.1.14 of this report include: (i)the salaries paid during the year; (ii) the annual variable remuneration accrued in theyear, and payment thereof is envisaged once the 2023 Financial Statements have beenformally approved by the Annual General Shareholders’ Meeting which will be held in
2024 (iii) pluriannual variable remuneration arising from long-term incentive plans
which, although paid in full in fiscal year 2023, include long-term remuneration
attributable to prior years, and (iv) the sum of any benefits granted.
Lastly, the total amount of the remuneration in favour of the Senior Management
reflected in this section does not match the amount reflected under this same heading in
Note 32.3 of the notes to the consolidated financial statements of the Group as different
accrual criteria are applied in respect of the long-term incentive.

Section C.2.1.
Procedures and rules of organisation and operation of the Audit Committee, theNomination and Compensation Committee and the Sustainability Committee.
Article 39 of the Regulations of the Board of Directors sets forth the following rules
applicable to the committees:“a) The Board of Directors shall appoint the members of such committees, taking into
account the knowledge, skills and experience of the directors and each committee's tasks;
it shall discuss their proposals and reports; and provide report-backs on their activities
and work carried out.
(b) They shall be exclusively made up of non-executive directors, with a minimum of
three and a maximum of five. This does not prejudice the possible presence of executive
directors or Senior Management at their meetings to provide information when so
decided by each committee. However, the Executive Chairperson’s presence at them114

shall be exceptional.
(c) Independent directors shall be in the majority at all times, where one is to beappointed Chairperson.
(d) The Secretary shall be the Secretary of the Board of Directors.
(e) They may seek external advice when deemed necessary for the performance of theirduties under the same circumstances as those applicable to the Board (mutatis mutandi).
(f) Minutes shall be taken of the meetings and a copy thereof shall be sent to all themembers of the Board.
(g) The committees shall meet as often as the Chairperson decides is necessary for theproper exercise of their duties, and when so requested by at least two (2) of its members.
(h) The rules of operation shall be those that govern the functioning of the Board. In thisway, they shall be validly constituted when a majority of their members are inattendance, either in person or by proxy, and their resolutions shall be agreed by anabsolute majority of the members present or duly represented. In the event of a tie, theCommittee Chairperson shall cast the tie-breaking vote.
(i) The Chairpersons of the corresponding committees shall inform the Board of Directorsof the issues discussed and the resolutions adopted at the meetings during the first Boardof Directors’ meeting held after the Committee meeting.
(j) With respect to the Audit Committee and the Appointments and Remuneration
Committee, within three (3) months after the end of each financial year, a report will be
submitted on their work in the previous year for approval by the Board of Directors, andit shall be made available to the shareholders during their ordinary general meeting.
Duties of the Audit Committee, the Nomination and Compensation Committee, and theSustainability Committee.
Article 40 of the Regulations of the Board of Directors attributes the following duties to
the Audit Committee:“(a) To inform the General Shareholders’ Meeting about issues raised by the shareholders
on matters for which it is competent and, in particular, about the findings of audits,
explaining how they have contributed to the integrity of the financial reporting and therole that the Committee has played in the process.
(b) As regards information systems and internal control:(i) To supervise and evaluate the preparation, integrity and presentation of bothfinancial and non-financial reporting and of the control and financial and non-financial
risk management systems relating to the Company, and, where applicable, to the Group(including operational, technological, legal, social, environmental, political andreputational risks or those relating to corruption), reviewing compliance with statutory
requirements and the correct application of accounting principles.
(ii) To periodically review the internal control and risk management systems, including
tax risks, and discuss with the auditor any significant weaknesses in the internal control
system found in the course of the audit, never compromising its independence. To thisend, and where applicable, recommendations and proposals, with the relevant deadlines
for follow-up, may be submitted to the governing body.
(iii) To safeguard the independence and effectiveness of the internal auditing function;
to propose the selection, appointment, and dismissal of the head of the internal audit
service; to approve the budget for this service; to approve the annual work plan for theinternal audit, ensuring that its activity mainly focuses on the relevant risks (including
reputational risks); to receive information about its activities regularly; to verify whether
senior management takes into account the conclusions and recommendations in its
reports; and to discuss with the auditor or auditing firms any significant weaknesses in
the internal control system detected in the course of the audits.

115

(iv) To set up and oversee a mechanism that enables employees and anyone else related
to the company, such as directors, shareholders, providers, contractors or
subcontractors, to anonymously and confidentially report irregularities of any kind thatthey may notice within the Company or its group.
(v) To ensure that the policies and systems established regarding internal control are
effectively applied in practice.
(c) With regard to the auditor:(i) To bring proposals on the selection, appointment, re-election and replacement of theauditor, as well as the conditions to contract such party, to the Board and to be in chargeof the selection process, also examining the reasoning behind any resignation, whereapplicable.
(ii) To ensure that the Company communicates the change of auditor via the National
Securities Market Commission (CNMV) and, upon any disagreement with the outgoingauditor, it will ensure that there is an accompanying statement regarding said
disagreements and their content.
(iii) To regularly receive from the auditor information on the audit plan and the resultsof its implementation, and to verify whether senior management has taken its
recommendations into account.
(iv) To ensure that the external auditor holds a meeting on an annual basis with the full
Board of Directors to inform them about the work carried out and the evolution of theaccounting and risk situation of the Company.
(v) To establish an appropriate relationship with the auditor to receive information
about any issues that could jeopardise the independence of the auditors, for examinationby the Audit Committee, and any other information related to the progress of the audit
process, as well as any other communication set forth in the legislation on financial
statements auditing and auditing standards. In any case, they must receive written
confirmation from the auditor or audit firms once a year asserting their independence
from the entity or entities that are directly or indirectly related to it, as well as
information on additional services of any kind provided to these entities by the
aforementioned auditor or firms, or by individuals or entities related to them inaccordance with the legislation on auditing.
In this regard, the Audit Committee shall ensure that the auditor’s remuneration for
his/her work does not compromise the quality or independence thereof and shall ensurethat both the Company and the auditor respect the regulations in force regarding theprovision of services other than those of auditing, the limits on the auditor’s
concentration of business and, in general, any other regulations regarding theindependence of auditors.
(vi) To issue a report expressing an opinion on the independence of the auditor once a
year, prior to issuance of the auditor’s report. Such report must, in all cases, refer to theadditional services referred to in the paragraph above.
(d) As regards the risk management and control policy:(i) To propose to the Board of Directors a risk management and control policy, whichshall identify and determine as a minimum: (i) the financial and non-financial types ofrisks (including operational, technological, legal, social, environmental, political, andreputational risks, as well as those related to corruption) to which the Company is
exposed, including, among the financial or economic risks, contingent liabilities andother off-balance sheet risks; (ii) a risk control and management model based on different
levels; (iii) setting the risk level deemed acceptable by the Company; and (iv) measures
to mitigate the impact of the risks identified, should they materialise.
(ii) To supervise the operation of the Company’s risk management and control unit,
which is responsible for: (i) ensuring that the risk management and control systems
function properly and, in particular, ensuring that all the significant risks affecting theCompany are adequately identified, managed and quantified; (ii) actively participatingin the creation of the risk strategy and in reaching important decisions about its

116implementation; and (iii) ensuring that the risk management and control systems
adequately mitigate the risks in accordance with the policy defined by the Board of
Directors.
(e) To review the prospectuses or equivalent documents for issuance and/or admissionof securities and any other financial reporting that the Company is required to submit to
the markets and its supervisory bodies.
7. The Audit Committee must inform the Board, prior to its adoption of the relevant
decisions on the matters covered by law, the articles of association and these Regulations
and, in particular, on the following matters:(a) The financial reports that the Company, due to its status as a listed company, must
periodically publish. The Audit Committee shall ensure that interim financial statements
are prepared using the same accounting standards as the annual statements and, to thisend, shall consider whether a limited review by the auditor is appropriate.
(b) The creation or acquisition of shares in special-purpose entities or entities based incountries or territories classified as tax havens, as well as any other transactions oroperations of a similar nature that, due to their complexity, could diminish theCompany’s transparency.
(c) Related-party transactions.
(d) Operations entailing structural and corporate modifications planned by theCompany, analysing their financial terms and conditions, including, where applicable,
the exchange ratio and impact on the accounts.
8. It corresponds to the Audit Committee to monitor compliance with the Company’s
corporate governance rules, as well as with its internal codes of conduct. In this regard,
the Audit Committee shall:(a) oversee compliance with the Company’s corporate governance rules and internal
codes of conduct, ensuring that the corporate culture is in line with its purpose andvalues, and(b) oversee the application of the general policy relating to the reporting of economicfinancial, non-financial and corporate information, and also of the general policy relating
to communication with shareholders and investors, proxy voting advisors and otherstakeholders, and shall monitor the way in which the Company communicates and liaises
with the small and medium-sized shareholders.
9. The Board of Directors shall endeavour to submit the financial statements to theGeneral Shareholders’ Meeting without qualifications in the auditor’s report. Should
they exist, the Chairperson of the Audit Committee shall seek to clearly explain toshareholders the Audit Commission’s opinion about the content and scope of suchqualifications, in compliance with the provisions of Article 15.3 of these Regulations.
On the other hand, Article 41 of the Regulations of the Board of Directors attributes thefollowing duties to the Nomination and Compensation Committee:“(a) To assess the skills, knowledge and experience of the Board, describe the duties andskills required from the candidates to fill the vacancies, and assess the time anddedication required for them to perform the entrusted tasks.
(b) To verify compliance with the board member hiring policy each year, and to reporton this in the Annual Corporate Governance Report.
(c) To examine and arrange the procedure for replacing the Chairperson of the Board of
Directors and, where appropriate, the chief executive, to make this process easily
understood, and to make proposals to the Board to ensure that this process takes placein an orderly, well-planned manner.
(d) To guide the proposals for the appointment and dismissal of members of Senior
Management that the Chairperson submits to the Board and the basic conditions of theircontracts.
(e) To raise proposals for appointments of independent directors to the Board of117

Directors, either for appointment under the co-option system or by submitting the
proposal to the General Shareholders’ Meeting for a decision, and making proposals for
re-election or removal of such directors by the General Shareholders’ Meeting.
(f) To guide the proposals for appointments of other directors, either for appointment
under the co-option system or by submitting the proposal to the General Shareholders’Meeting for a decision, and making proposals for re-election or removal thereof by theGeneral Shareholders’ Meeting.
(g) To guide the Board on gender diversity issues, to set representation targets for theunder-represented gender on the Board of Directors and to create guidelines for achieving
such targets.
(h) To arrange and coordinate periodic assessments of the Board of Directors’chairperson and, in conjunction with such person, periodic assessments of the Board of
Directors, its committees, chairperson, secretary and the chief executive of the Company.
2. The Nomination and Compensation Committee shall consult the chairperson or, if
applicable, the Company’s chief executive officer, especially in the case of proposals
relating to executive directors and Senior Managers. Any director may request theNomination and Compensation Committee to take them into consideration as potential
candidates to fill director vacancies, if found suitable.
3. In addition to the functions indicated in the preceding paragraphs, the Nomination
and Compensation Committee shall have jurisdiction over the following functions
relating to remuneration:(a) Propose the following to the Board of Directors:(i) The remuneration policy for directors and for the parties that carry out senior
management duties and under direct supervision of the Board, executive committees ormanaging directors, ensuring compliance with such policy.
(ii) The individual remuneration of directors and approval of the contracts entered intoby the Company and its directors who carry out executive duties, ensuring compliancewith such contracts.
(iii) The types of contracts for Senior Management.
(b) Ensure compliance with the remuneration policy for directors approved in the
General Meeting.”
Lastly, Article 42 of the Regulations of the Board of Directors attributes the following
duties to the Sustainability Committee:(a) Proposing the environmental, social and corporate governance strategy, submitting
any plans deemed necessary for this purpose to the Board of Directors.
(b) Periodically assessing and reviewing the corporate governance system andenvironmental and social policies in place at the Company in order to ensure thatthey fulfil the mission of promoting social interest and take into account thelegitimate interests of the remaining stakeholders, as appropriate.
(c) Monitoring the Company’s environmental, social and corporate governancepractices to ensure that they are aligned with the strategy and policy established.
(d) Overseeing and evaluating the diverse stakeholder relationship processes regarding
environmental, social and corporate governance matters, ensuring that responsible
communication practices are followed.
Sections D.2.
For further information, see Note 32 of the notes to the Group’s Consolidated Financial
Statements for the year ended 31 December 2023.
3. The company may also state whether it has voluntarily adhered to other international,
sectoral or any other codes of ethical principles or good practices. If so, state the code in118

question and the date of adherence thereto. In particular, mention whether there has
been adherence to the Code of Good Tax Practices of 20 July 2010.
The Group has been a signatory of the Principles of the United Nations Global Compact
since 24 July 2008, and it became a partner of the Global Compact in 2011.
In addition, Gestamp Group adopted the United Nations Sustainable Development
Goals.
Finally, during its meeting of 20 December 2021, the Board of Directors agreed to theGroup’s adhesion and, therefore, it complies with the Code of Good Tax Practices.
This annual corporate governance report was approved by the Company’s Board of
Directors at its meeting held on 27 February 2024.
State whether any directors voted against or abstained in relation to the approval of thisReport.
Yes □

No ☒

Individual or company name of director that
did not vote in favour of the approval of thisreportObservations

119

Reasons (opposed,
abstained, absent)

Explain thereasons

STATEMENT OF RESPONSIBILITY FOR THE ANNUAL FINANCIAL INFORMATION 2023
The Directors of the Board of Directors of GESTAMP AUTOMOCIÓN, S.A. state that, to thebest of their knowledge, the Individual Annual Financial Statements of GESTAMPAUTOMOCIÓN, S.A. and the Consolidated Annual Financial Statements (consolidated annual
accounts) of GESTAMP AUTOMOCIÓN, S.A. and its subsidiaries for Fiscal Year 2023, drawn
up by the Board of Directors at its meeting of February 27, 2024 and prepared in accordancewith applicable accounting standards, present a fair view of the assets, financial condition andresults of operations of GESTAMP AUTOMOCIÓN, S.A. and of the companies included in its
scope of consolidation, taken as a whole, and that the Individual and Consolidated
Management Reports contain a true assessment of the corporate performance and results
and the position of GESTAMP AUTOMOCIÓN, S.A. and of the companies included in its scopeof consolidation taken as a whole, as well as a description of the principal risks anduncertainties facing them.

Madrid, February 27, 2024.

Don Francisco José Riberas Mera

Don Juan Mª Riberas
Mera

Executive

ViceChairman

Chairman

Don Francisco López Peña

Doña Chisato Eiki

MemberMember

Don Norimichi Hatayama

Don Alberto Rodríguez Fraile Díaz

MemberMember

Don Javier Rodríguez Pellitero

Don Pedro Sainz de Baranda Riva

MemberMemberDoña Ana García Fau

Don Cesar Cernuda Rego

MemberMemberDon Gonzalo Urquijo Fernández de
Araoz

Doña Concepción Rivero Bermejo

MemberMemberDoña Loreto Ordóñez Solís
MemberThe Secretary of the Board of Directors states for the record that this document does notinclude signature of Mr Gonzalo Urquijo Fernandez de Araoz who, being absent due tounavoidable professional demands, has delegated his representation and vote to the Board
Member Mr. Alberto Rodríguez-Fraile Díaz, for the matters included in the Agenda of themeeting of the Board of Directors of February 27, 2024 (including the preparation of theindividual and consolidated annual accounts as well as the individual and consolidated
management report corresponding to fiscal year 2023) with precise instructions of positive
vote in each of them. Therefore, the preparation of the individual and consolidated financial
statements as well as the individual and consolidated management report for the 2023
financial year was unanimously approved by the members of the Board of Directors.
Madrid, February 27, 2024.

Secretary__________________________
Mr. David Vázquez PascualThis document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.

MODEL ANNEX I
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF
LISTED PUBLIC LIMITED COMPANIESIDENTIFICATION DETAILS OF THE ISSUEREND OF REPORTING PERIODTax ID Code A48943864

Registered Name:GESTAMP AUTOMOCIÓN, S.A.

Registered Address:
Polígono Industrial de Lebario, s/n, Abadiano, 48220, Bizkaia

1

31/12/2023

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF
LISTED PUBLIC LIMITED COMPANIESA THE COMPANY’S REMUNERATION POLICY FOR THE CURRENT YEAR
A.1.1 Please explain the current directors' remuneration policy for the current year. Insofar as
it is relevant, certain information may be included by reference to the remuneration
policy approved by the general shareholders' meeting, provided that its inclusion isclear, specific and concrete.
A description must be given of the specific decisions for the current financial year,
both regarding directors' remuneration for their status as such and for the
performance of executive duties, which the board has carried out in accordance withwhat is set out in the contracts signed with the executive directors and with the
remuneration policy approved by the general meeting.
In any case, the following aspects should be reported as a minimum:a)Description of the company's procedures and bodies involved in determining,approving and applying the remuneration policy and its conditions.

b)State and, where appropriate, explain whether comparable companies havebeen taken into account in establishing the company's remuneration policy.

c)

Information on whether any external advisor has participated and, if so, theidentity of the advisor.

The Directors’ Remuneration Policy of Gestamp Automoción, S.A. (the "Company") for
the 2024, 2025, 2026 and therefore, in force at the date of issuance of this report wasapproved by the Ordinary General Shareholders' Meeting held on 9 May 2023. Said
policy will be referred to hereinafter as the "Current Remuneration Policy".

A- PROCEDURES AND BODIES INVOLVED

The Board of Directors of the Company is the body responsible for proposing the
remuneration policy to the General Shareholders Meeting. After the approval of the
Policy by the Company’s General Shareholders' Meeting, and pursuant with it theBoard of Directors is responsible for (i) on the one hand, distributing the fixed annual
sum of directors for their status as such, which shall take into account the conditionsof each director, the duties and responsibilities attributed to them and theirmembership on the various committees (Iii)on the other hand, with respect toexecutive directors, the Board of Directors determines their remuneration for
executive duties and other contractual conditions, in all cases, in accordance with theprovisions in the remuneration policy.
2

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
The Nomination and Compensation Committee proposes to the Board of Directors, forsubmission to the General Meeting, the Directors’ remuneration policy and also
proposes to the Board of Directors the individual remuneration of all Directors and theterms and conditions of the contracts of the Executive Directors.
Finally, the General Shareholders' Meeting of the Company approves the
remuneration policy.

B. REMUNERATION POLICY FOR CURRENT FINANCIAL YEAR (2024)

Remuneration of Directors for their status as such:

In accordance with the Current Remuneration Policy, the remuneration of Directors
for their status as such entails an annual fixed sum, which shall not exceed 1,400,000
euros per year.
The Nomination and Compensation Committee, in its meeting on 18 December 2023,
verified the compliance of the remuneration policy applied in 2023. Likewise, on thesame date, and within the framework established in the Current Remuneration Policy,
the Nomination and Compensation Committee agreed to submit for the approval of
the Board of Directors an increase in the amount of fixed remuneration formembership of the Board of Directors (with no change to the amounts forchairmanship and membership of the Committees), a proposal that was then approvedby the Board of Directors on the same date. As a result, the remuneration of the
Directors for their status as such, applicable as from 1 January 2024, is as follows:

Fixed remuneration for Board of Directors membership: 90,000 euros/year (having
been 85,000 euros/year in 2023).

Fixed remuneration for committee membership: 20,000 euros/year (the same amount
set in 2023).

Fixed remuneration for chairing any of the Committees: 20,000 euros/year (the sameamount set in 2023).

Remuneration of Directors for the performance of executive duties:
Likewise, at the same meeting referred to above, the Nomination and Compensation
Committee also agreed to submit for approval by the Board of Directors a 3% salary3This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
increase on the fixed and variable remuneration of the Executive Chairman, Mr
Francisco José Riberas Mera, with effect from 1 January 2024, applying the same salary
review percentage that the one applied for the staff of the Corporate Services andcompanies belonging to its group (hereinafter, the "Group") and within the framework
established in the Current Remuneration Policy. As a result of the foregoing, theExecutive Chairman's remuneration for financial year 2024 is as follows:•

Annual fixed remuneration: 772,191 euros (having been 749,700 euros/year
in 2023).

•

Annual variable remuneration: 330,939 euros (having been 321,300
euros/year in 2023).

Although the Current Remuneration Policy provides for the possible inclusion ofpluriannual variable remuneration in the remuneration system for Executive Directors,
the Executive Chairman is not a beneficiary of this remuneration as he holds (throughAcek Desarrollo y Gestión Industrial, S.L.) a significant shareholding in the Company.
This situation essentially implies an alignment of the Executive Chairman's interests
with the business interests of the Group in the long term.

On the other hand, it is stated that the service agreement by and between the
Company and the Director Mr Francisco López Peña expired on 31 December 2023. In
this respect, since 1 January 2024, the Director Mr Francisco López Peña is no longer
classified as an "executive" director and is now classified as a "proprietary" director
instead.

C. REMUNERATION POLICIES OF COMPARABLE COMPANIES. PARTICIPATION OF
EXTERNAL ADVISORS.

At the meeting held on 18 December 2023, the Nomination and Compensation
Committee, for the purpose of proposing the determination of the individual
remuneration of Directors for their status as such referred to above for financial year
2024, took into account in its analysis the main conclusions on remuneration of the
Spencer Stuart Index, a report that analyses 100 listed companies, including those of
the Ibex-35.
d)Procedures under the existing Director remuneration policy for applying
temporary exceptions to the policy, conditions in which these exceptions andcomponents may be used, which may be subject to exceptions according to thepolicy.

The Current Remuneration Policy states that any temporary exception oramendment of the Directors' remuneration must be approved by the Board of4This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
Directors, at the proposal of the Nomination and Compensation Committee, andcan only be applied when necessary to serve the long-term interests andsustainability of the Company as a whole or to ensure its viability.
A.1.2

The relative importance of variable remuneration items compared to the fixed
remuneration items (remuneration mix) and what criteria and goals have been taken
into account in determining them and to guarantee an appropriate balance between
the fixed and variable components of remuneration. In particular, state the actions
taken by the company in relation to the remuneration system to reduce exposure toexcessive risks and to adapt it to the company’s long-term goals, values and interests.
This may include, where appropriate, a reference to measures established to ensurethat the company’s long-term results are factored into the remuneration policy,
measures taken in relation to categories of employees that perform professional
activities with material repercussions on the entity's risk profile and measures aimed
at preventing conflicts of interest.
Moreover, state whether the company has established any period of accrual or
consolidation of certain variable remuneration items, in cash, shares or otherfinancial instruments, a period of deferral in the payment of amounts or delivery offinancial instruments already accrued and consolidated, or whether any clause has
been agreed to reduce deferred remuneration not yet consolidated or oblige thedirector to return remuneration received, when such remuneration has been basedon data which has subsequently been clearly proven to be inaccurate.

With respect to the Directors in their status as such, the Current Remuneration Policy is aimed atcompensating Directors properly for their dedication and responsibility, without jeopardising
their independence under any circumstances. In this regard, the remuneration of Director for
their status as such consists exclusively of a fixed remuneration in cash. As mentioned above, in
determining the individual remuneration of the Directors in their capacity as such for financial
year 2024, and to ensure that this remuneration is appropriate and in line with market criteria
and the reality of the Company, the Nomination and Compensation Committee took into accounta comparative analysis based essentially on the Spencer Stuart Index of Listed Companies, with a
special focus on the analysis of directors' remuneration in 100 listed companies, including all thosebelonging to the Ibex-35.

Furthermore, in accordance with the provisions of the Current Remuneration Policy, only theCompany's Executive Directors can have, where applicable and in addition to their fixed
remuneration, variable elements as part of their remuneration, which amount may not exceed to
the 50% of the fixed remuneration amount applicable at any given time. In this respect, theremuneration mix of the Executive Chairman of the Company's Board of Directors, Mr Francisco
José Riberas Mera, consists of an annual fixed remuneration that represents 70% and an annual
variable remuneration that represents 30% of the total remuneration, assuming a performance
rate of 100% in relation to the corresponding objectives.

5This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
In any case, the terms and conditions of the components of the annual variable remuneration of
the Company's Executive Directors, when applicable, can always be adjusted according to thedegree of achievement of the corresponding objectives, including the possibility of accruing novariable remuneration if the objectives have not been achieved by a minimum percentage of 70%,
and there is also no guaranteed variable remuneration.

On the other hand, the main aim of the Current Remuneration Policy is the creation of value in asustained manner over time, ensuring its transparency and objectivity. In this regard:(i) The annual variable remuneration applicable in the current financial year and only to the
Executive Chairman is determined based, a) on the one hand, on the achievement of two financial
goals linked to the value of the Group in the short term and b)on the other hand, the level ofachievement of two qualitative goals, linked to the degree of progress and implementation of the
Phoenix strategic project and the ESG (Environmental, Social and Governance) Strategic Plan
2025.

(ii) The aim of pluriannual variable remuneration is to create value in the long term and to alignthe interests of its beneficiaries with the interests of the Company. It also allows for the evaluationof results over time, considering the business strategy in place at any given time. In this respect,
the Executive Chairman, Mr Francisco José Riberas, holds (through Acek Desarrollo y Gestión
Industrial, S.L.) a significant shareholding in the Company. This situation essentially implies analignment of the Executive Chairman's interests with the business interests of the Group in thelong term. As a result, the Executive Chairman's remuneration does not include pluriannual
variable elements.

In addition, and to ensure that the Current Remuneration Policy is not exposed to any excessive
risks:(i) Variable remuneration is accrued after the Group's financial statements have been preparedby the Board of Directors, and it is paid after the financial statements have been approved by theGeneral Shareholders’ Meeting.
(ii) The components of the variable remuneration are flexible enough for the remuneration
amount to fluctuate, including down to zero.
(iii) The variable remuneration is subject to claw-back clauses that allow the Company to claim
reimbursement of the variable components of the remuneration if it is found that the settlement
and payment thereof was fully or partially based on false or inaccurate information or if risks orother circumstances arise that have neither been foreseen or accounted for by the Company andwhich have a material negative effect on the income statement.

6This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
With regard to the measures required to prevent conflicts of interest on the part of the Directors,
in line with the provisions of the Spanish Companies Act, the Regulations of the Board of Directors
establish the duty of directors to inform the Company of any direct or indirect situation of conflictthat they or persons linked to them may have as regards the interests of the Company. In thissense, apart from the communication that the directors may send to the Company, as applicable,in the event of a conflict of interest, the directors are required to make a statement indicating theexistence of any conflict with the Company’s interests upon preparation of the financial
statements and the semi-annual financial information by the Board of Directors.
On the other hand, the Regulations of the Board of Directors regulate the duties of Directors,
including the duty to abstain, the duty not to compete, duties relating to limitations on the use of
non-public information and corporate assets and duties relating to not taking advantage ofbusiness opportunities.
A.1.3

Amount and nature of the fixed components that directors are expected to accrue
during the year for their status as such.
The amount and nature of the fixed components of the Directors' remunerationin their capacity as such which are expected to accrue in the current year 2024
are detailed individually in section A.1.1 letter B of this report. These amounts arepresented below on an aggregate basis taking into account the number of
Directors and Committees:•

Fixed remuneration for Board of Directors membership: 1,080,000 euros
per year.

•

Fixed remuneration for committee membership: 200,000 euros per year.

•

Fixed remuneration for Chairing committees: 60,000 euros per year.

Therefore, the total amount expected in the 2024 financial year for Directors fortheir status as such will be 1,340,000 euros per year, which is below the overallmaximum limit of 1,400,000 euros per year established in the Current
Remuneration Policy.

No other remuneration items or social benefits have been established regarding
the director status.
A.1.4

Amount and nature of the fixed components that will be accrued in the year for
executive directors' performance of senior management duties.
The amount and nature of the fixed components of the Executive Chairman's
remuneration that are expected to be accrued during the current financial year
are detailed individually in section A1 of this report.

7

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
A.1.5
The amount and nature of any component of remuneration in kind that will be
accrued in the financial year including, but not limited to the insurance premiums
paid for the director.
No remuneration in kind is specified for the Directors for their status as such or
for the Executive Chairman of the Company's Board of Directors.
A.1.6

Amount and nature of the variable components, differentiating between thoseestablished in the short and long term. Financial and non-financial parameters, thelatter including social, environmental and climate change parameters, selected todetermine the variable remuneration in the current year, an explanation of theextent to which these parameters relate to the performance of both the director andthe entity and to its risk profile, and the methodology, period required andtechniques envisaged to determine, at the end of the year, the degree of compliancewith the parameters used to design the variable remuneration, explaining the criteria
and factors applied as to the time required and the methods used to verify the actual
fulfilment of the performance and any other conditions applicable to the accrual andconsolidation of each variable remuneration component.
State the range, in monetary terms, of the different variable components according
to the degree of compliance with the objectives and parameters set, and whether
there is any maximum monetary amount in absolute terms.
Amount and nature of variable components. Parameters selected to determine
the variable remuneration in the current financial year.
As set out in the Current Remuneration Policy, variable elements are only
included in the Executive Chairman's remuneration.

The aim of the Executive Chairman's annual variable remuneration is as follows:(i) to link part of their remuneration to the accomplishment of specific targets
aligned with the strategic goals and the creation of value for the Group, (ii) tostrengthen their commitment and (iii) to link their short-term goals to those of
the Group and its shareholders. The targets set in the annual variable
remuneration system are linked to the professional performance of thebeneficiary and are defined on a predetermined, measurable basis. As a result,they allow for the remuneration of performance in the short term.

Annual Variable Remuneration

The annual variable remuneration applicable to the Executive Chairman, Mr
Francisco José Riberas Mera, for financial year 2024 contains financial parameters8This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
with a relative weight of 75% of the total annual variable remuneration and nonfinancial parameters with a relative weight of 25%:•

The financial instruments are linked to the fulfilment of two economic andfinancial goals with different levels of weighting: 60% linked to consolidated
EBITDA and 40% linked to free cash flow, as set out in the annual budget. The
degree of fulfilment of said goals is calculated by comparing the actual value
attained during the year with the target value defined in the annual budget.

•

The non-financial parameters are linked to the achievement of two nonfinancial goals with the same level of weighting, i.e. 12.5% each. These
parameters consist of:on the one hand, performance of the Phoenix strategic programme which
was launched in 2024. The Board of Directors will regularly analyse thelevel of achievement and progress of this programme. The Phoenix
programme has a global scope and a time horizon that spans several
years. It focuses on the growth and consolidation of Group operations in
the US region. The programme aims to improve the efficiency andeffectiveness of operations in this region and to consolidate theorganisation and culture of the Group. The programme is based on a
range of initiatives with different objectives; and,

on the other hand, the compliance with the ESG Strategic Plan 2025,
which was approved by the Board of Directors on 19 December 2022
following its proposal by the Sustainability Committee. This plan aims,
through a series of initiatives with a 3-year time horizon, to create value
for the Group in a sustained manner over time, to improve
competitiveness and to mitigate risks with the ultimate aim of aligning theinterests of the Group with those of society in general and with thedifferent stakeholders in particular.

The amount of overall annual variable remuneration is calculated by taking thetarget variable remuneration as the basis and applying a percentage to theamount based on the degree of fulfilment of each goal established and its relative
weight. For each target pay curve has a minimum threshold of 70% and amaximum threshold of 120%. If the result achieved is less than 70%, no variable
remuneration is accrued for that target, and if it is between the minimum
threshold (70%) and the maximum threshold (120%), it is remunerated according
to the percentage actually achieved. Beyond the maximum 120% threshold, 120%
remuneration is given regardless of the resulting figure.

9This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
In financial year 2024, the amount of the Executive Chairman's variable
remuneration target amounts to 330,939 euros per year, assuming a performance
rate of 100%, as approved by the Board of Directors at its meeting on 18
December 2023, at the proposal of the Nomination and Compensation
Committee.

Necessary time and techniques envisaged to be able to determine, at the end of
the financial year, the degree of compliance with the parameters used to design
the variable remuneration.
Achievement of the targets is assessed by the Nomination and Compensation
Committee on a yearly basis so that the Board of Directors can then determine
the amount of annual variable remuneration payable to the Executive Chairman.

The degree of fulfilment of the economic/financial targets is quantified based on
the EBITDA and Free Cash Flow figures in the Group's Consolidated Financial
Statements. As such, fulfilment of these targets is determined after the financial
statements have been audited and approved, where applicable, by the General
Shareholders' Meeting.
The degree of fulfilment of the non-financial targets is determined at the end of
the financial year:-

On the one hand, in relation to the targets linked to the Phoenix strategic
programme, as the programme is based on a range of initiatives with different
objectives, the project management committee will determine the degree ofprogress or fulfilment of the assumed commitments for the reference year
for each initiative. This degree of fulfilment will then be verified by the
Nomination and Compensation Committee.

-

On the other hand, in relation to the targets linked to the ESG Strategic Plan
2025, the degree of fulfilment is calculated by the Group's Sustainability
Committee, then validated by the Sustainability Committee and verified by
the Nomination and Compensation Committee.

A.1.7

Main features of the long-term savings systems. Among other information, thefollowing must be stated: any contingencies covered by the system, if it is a defined
contribution or benefit system, the annual contribution to be made to defined
contribution systems, the benefit to which the beneficiaries are entitled regarding
defined benefit systems, the conditions of consolidation of the economic rights ofthe directors and their compatibility with any type of payment or compensation for
dissolution or early termination, or deriving from the termination of the contractual
relationship, under the terms envisaged, between the company and the director.

10This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
State whether the accrual or consolidation of any of the long-term savings schemesis linked to the achievement of certain targets or parameters related to the short andlong-term performance of the director.
The Current Remuneration Policy does not include long-term savings schemes for
Directors.
A.1.8

Any type of payment or compensation for dissolution or early termination or thatderiving from the termination of the contractual relationship under the terms
established between the company and the director, whether the termination is at
the will of the company or of the director, as well as any type of agreed pacts, suchas exclusivity, post-contractual non-compete and long-service or loyalty clauses,
which give the director the right to any type of payment.

Up to the issuance date of this report and during the current financial year, there
has been no payment or compensation for termination, or early termination, or
situations deriving from the discharge of the contractual relationship under theterms established between the Company and the Director, or clauses agreed,such as exclusivity, post-contract non-compete, long-service or loyalty clauses.

The expiry, on 31 December 2023, of the service agreement entered into by andbetween the then Executive Director Mr Francisco López Peña and the Company
did not result in payment of any of the above-mentioned elements as the contract
ended due to expiry of its stated term and the compensation arising from thepost-contractual non-compete clause defined in the contract was included in the
fixed remuneration received by the Director.
A.1.9

Indicate the conditions that must be met in the contracts of those performing senior
management duties as executive directors. Among other information, indicate theterm, limits on the sum of severance payments, long-service clauses, advance noticedeadlines and payment in substitution of the advance notice, as well as any otherclauses relating to contract premiums, compensation or redundancy payments forearly termination or termination of the contractual relationship between thecompany and the executive director. Include the non-compete, exclusivity, longservice or loyalty agreements and post-contractual non-compete clauses, among
other items, unless they have been explained in the previous section.
Characteristics of the contract signed with Mr Francisco José Riberas Mera,
Executive Chairman:
Term. Indefinite.

Exclusivity. Clause establishing the obligation of the Executive Chairman
to provide his services to the Group companies with absolute and exclusive
11This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
dedication during the term of the contract, unless expressly authorised
otherwise.


Non-compete obligation. Clause establishing the commitment of the
Executive Chairman, during the term of the contract, not to carry out on
his own account or on behalf of others, by himself or through third parties,
any activity that may involve actual or potential competition with any
Group company.

Post-contractual non-compete agreement. Clause whereby the Executive
Chairman undertakes, after termination of the contract and provided that
the Company so requires, not to maintain any relationship or interest,
directly or indirectly, as an investor, shareholder, employee or service
provider with any individual or legal entity whose activity is concurrent
with that of the Company or the companies of its Group. The duration ofthis agreement will be one year from the date of termination of thecontract and the compensation amounts to 1,000,000 euros gross to be
paid in twelve monthly instalments for the duration of the non-competeclause.



Severance pay. If the Executive Chairman is unilaterally dismissed forreasons other than severe breach or negligence, they shall be entitled toreceive gross severance pay equal to the sum of two years of fixed andvariable remuneration at the rate in effect at the time of dismissal.

Limit. The total amount of the compensation to be paid, whereappropriate, to the Executive Chairman by virtue of the contract, may notexceed in aggregate two years of his annual fixed and annual variable
remuneration.

Claw-back clause. A clause that allows the Company to claim
reimbursement of the variable components of the remuneration if it isfound that the settlement and payment thereof was fully or partially basedon false or inaccurate information or if risks or other circumstances arisethat are unforeseen and have not been undertaken by the Company,
which have a material negative effect on the income statement.

A.1.10The nature and estimated amount of any other supplementary remuneration thatwill be accrued by the Directors in the current financial year in consideration forservices rendered other than those inherent to their position.
The Current Remuneration Policy does not provide for any supplementary
remuneration in return for services rendered other than those inherent to theposition of the Directors in their capacity as such or for Directors with executive
duties.
12

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
A.1.11 Other remuneration items such as those deriving, where applicable, from thecompany granting the director advances, loans and guarantees and other
remuneration.
The Current Remuneration Policy does not consider the possibility of any type ofloan, advance payment, guarantee or any other remuneration other than thoseexpressly indicated in the Current Remuneration Policy as a form of remuneration
for Directors and, therefore, it is not expected that any amount will be accrued in
the current financial year for these items.
A.1.12The nature and estimated amount of any supplementary remuneration envisaged
and not included in the previous sections, whether paid by the entity or anothergroup entity, which will be accrued by directors in the current financial year.
The Current Remuneration Policy does not provide for the accrual of any additional
remuneration not included in the above sections for Directors.

A.2

Explain any significant change in the remuneration policy applicable to the current
year arising from:a) A new policy or a modification of the policy already approved by the Board.
b) Significant changes in the specific decisions established by the Board for thecurrent financial year of the remuneration policy in force with respect to those
applied the previous year.
c) Any proposals that the Board of Directors has agreed to submit to the General
Shareholders' Meeting to which this annual report will be submitted and which
are proposed to apply to the current financial year.
During the current financial year, there has not been relevant change in thecurrent remuneration policy. At the time of writing this report, the Board of
Directors is not expected to propose to the General Shareholders' Meetingany amendments to the Current Remuneration Policy.

A.3

Identify the direct link to the document containing the company's current
remuneration policy, which must be available on the company's website.

chromeextension://efaidnbmnnnibpcajpcglclefindmkaj/https://gestamp.com/Gestamp11/
media/GestampFiles/Shareholders%20Investors/Corporate%20Governance/Corpor
ate%20Policies/Director%20Remuneration/DOC-12A-Politica-RemuneracionesConsejeros-2024-2026.pdf?ext=.pdfA.4 Considering the information provided in
section B.4, explain how the shareholders' vote was taken into account at the general
meeting at which the annual remuneration report for the previous year was put to avote on an advisory basis.

13

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
The ordinary General Shareholders' Meeting of the Company held on 09 May
2023 approved as a separate item on the agenda, on an advisory basis, and with
98.36% of votes in favour, the Annual Report on the Remuneration of Company
Directors for financial year 2022. This agreement obtained 1.61% votes against
and 0.03% abstentions. In this respect, it is noted that no intervention was madeby any shareholder on this agenda item.

B

OVERALL SUMMARY OF HOW THE REMUNERATION POLICY WAS APPLIED DURING
THE PREVIOUS YEAR
B.1.1

Explain the process followed to apply the remuneration policy and determine theindividual remuneration set out in section C of this report. This information shall
include the role played by the compensation committee, the decisions taken by theboard of directors and, where applicable, the identity and role of the external
advisors whose services have been used in the process of applying the remuneration
policy during the previous financial year.
The process followed to apply the current remuneration policy for the year
(hereinafter, the "Remuneration Policy") and to determine the individual
remuneration of the Directors was as follows:
Following a proposal from the Nomination and Compensation Committee, theBoard of Directors, at its meeting on 19 December 2022, approved the increase to
the fixed remuneration for Directors in their capacity as such during financial year
2023. As such, the resulting remuneration of Directors in their capacity as such was
determined in the following manner:


Fixed remuneration for Board of Directors membership: 85,000
euros/year (having been 80,000 euros/year in 2022).



Fixed remuneration for Committee membership: 20,000 euros/year(having been 15,000 euros/year in 2022).


Fixed remuneration for chairing a Committee: 20,000 euros/year (having

been 15,000 euros/year in 2022).
The overall remuneration determined for Directors for their status as suchcorresponding to financial year 2023 was 1,195,000 euros per year. This sum islower than the overall maximum limit set in the Remuneration Policy (1,200,000
euros per year). The difference with respect to the remuneration amount for 2022
is explained in section B.5 of this report.
In relation to the Executive Directors, the following increases to the remuneration
package were approved:

14This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
 Executive Chairman. 5% increase to fixed and variable remuneration:oAnnual fixed remuneration: 749,700 euros (having been 714,000
euros/year in 2022).

oAnnual variable remuneration: 321,300 euros (having been
306,000 euros/year in 2022).



Executive Director. 5% increase to fixed remuneration:oAnnual fixed remuneration: 315,000 euros (having been

300,000 euros/year in 2022).
The Executive Director did not receive any annual variable
remuneration.
The Executive Chairman was a beneficiary of the Long-Term
Incentive that was in effect until 31 December 2022. The
settlement and payment of this incentive occurred in may 2023.
At its meeting on 27 February 2023, the Nomination and Compensation
Committee:

Verified the degree of fulfilment of the variable component of the
Executive Chairman's annual remuneration for financial year 2022 andthe result of this component. This was subsequently approved by the
Board of Directors at its meeting on the same date. In this respect, thepercentage of achievement of the 2022 targets was 108.5% and,
therefore, the Executive Chairman of the Board of Directors received
332,010 euros for this component. The total achievement rate is theresult of applying the following calculations:(Financial components 75% *Achievement rate 112.9%) + (Non-financial
component 25% *Achievement rate 95%)

Verified the degree of achievement of the Long-Term Incentive of which
the Executive Chairman was a beneficiary and which expired on 31
December 2022. This degree of achievement was subsequently approvedby the Board of Directors at its meeting on the same date. In this respect,
the percentage of achievement was 105% and, therefore, the Executive
Chairman received 3,150,000 euros for this component.

15

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
The amounts reflected were paid at the end of May, after having been completed
the external audit without qualifications, and the approval of the Group’s
Consolidated Financial Statements at the Company’s General Shareholders'Meeting held on 9 May 2023.
Lastly, at its meeting on 27 February 2024, the Nomination and Compensation
Committee verified the degree of achievement of the variable component of the
Executive Chairman's annual remuneration for financial year 2023 and the resultof this component. This was subsequently approved by the Board of Directors at
its meeting on the same date. In this respect, the percentage of achievement of
the Executive Chairman's annual variable remuneration targets for financial year
2023 was 91.8%. Thus, the Executive Chairman will receive 294,953 euros for thisconcept once the Consolidated Annual Accounts for the financial year 2023 areaudited by the Company's external auditor and, if applicable, approved by theGeneral Shareholders' Meeting of the Company to be held in may 2024. The total
achievement rate is the result of applying the following calculations:(Financial components 75% *Achievement rate 93.1%) + (Non-financial
component 25% *Achievement rate 88.0%)

B.1.2

Explain any deviations from the procedure established for the application of the
remuneration policy that have occurred during the financial year.
There have been no events or circumstances that have led to a deviation from theestablished procedure for the application of the Remuneration Policy during thecurrent financial year.

B.1.3

Indicate whether any temporary exceptions to the remuneration policy have been
applied and, if so, explain the exceptional circumstances that have led to theapplication of these exceptions, the specific components of the remuneration policy
affected and the reasons why the company considers that these exceptions havebeen necessary to serve the long-term interests and sustainability of the company as
a whole or to ensure its viability. Also quantify the impact that the application ofthese exceptions has had on the remuneration of each director during the year.
No temporary exceptions to the Remuneration Policy have been applied
during the current financial year.

16This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
B.2
Explain the different actions taken by the company in relation to the remuneration
system and how they have helped to reduce exposure to excessive risks and to adapt
it to the company’s long-term goals, values and interests, including a reference tomeasures established to ensure that the company’s long-term results are factored
into the remuneration accrued and a balance is achieved between the fixed andvariable remuneration components, what measures have been taken in relation tocategories of employees that perform professional activities with material
repercussions on the entity's risk profile and what measures have been taken aimed
at preventing conflicts of interest, where applicable.
Actions taken by the Company in relation to the remuneration system and how
they have helped to reduce exposure to excessive risks and to adapt it to theCompany’s long-term goals, values and interests:
On the one hand, the main aim of the Company's Remuneration Policy is tocreate value for the Group in a sustained manner over time and to fulfil the
Company's strategy, thereby allowing us to attract, retain and motivate the very
best professionals. In this respect, the remuneration of all Directors is based on
the principles of sufficiency, competitiveness, commitment, reasonableness,
proportionality, good governance, performance and equality.
On the other hand, in addition to a fixed remuneration, the Directors'
remuneration also includes:Annual variable remuneration. Both the financial and non-financial
elements of the annual variable remuneration are linked to the value of theGroup and, being recurring, also avoid excessive risk-taking.

Pluriannual variable remuneration. The aim of the pluriannual variable
remuneration is to create value in the long term, strengthen the retention
and motivation of Directors and align their interests with the Company's
interests as defined at any given time in the Group’s Strategic Plan. This also
indirectly aligns the Directors' interests with the interests of ourshareholders in terms of contributing to the generation of value forshareholders. As it is a long-term target, risk taking is reduced.

Measures taken in relation to those categories of employees that performprofessional activities with potential material repercussions on the entity's risk
profile:The annual and pluriannual variable remuneration systems are based on strictly
objective criteria, the components of which are sufficiently flexible to allow theiradjustment according to the degree of achievement of the objectives set, even
without accrual of variable remuneration in the event that the Company's
17This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
objectives have not been achieved in a minimum percentage, and variable
remuneration is therefore not guaranteed.
All of the targets set for Executive Directors and Top Management, as well as theirlevels of achievement, are proposed by the Nomination and Compensation
Committee and approved by the Board of Directors. The corresponding payments
are not made until the Group's Consolidated Financial Statements have been
audited and approved by the Company's General Shareholders' Meeting.
In addition, Executive Director contracts include a claw-back clause that allows theCompany to claim reimbursement of the variable remuneration components if it
is found that the settlement and payment thereof was fully or partially based on
false or inaccurate information or if risks or other circumstances arise that theCompany has neither foreseen nor accounted for and which have a material
negative effect on the income statement.
B.3

Explain how the remuneration accrued and consolidated in the year complies withthe provisions of the current remuneration policy and, in particular, how it
contributes to the long-term and sustainable performance of the company.
Also report on the relationship between the remuneration received by directors andthe entity’s profits or other short- and long-term means of gauging performance, by
explaining, where appropriate, how changes in the company’s performance may
have affected variations in director remuneration, including that accrued but where
payment has been deferred, and how they contribute to the short- and long-term
profit and loss of the company.
The Nomination and Compensation Committee, in its meeting on 18 December
2023, verified and confirmed the compliance of the Remuneration Policy appliedin 2023.
As regards the remuneration of Directors for their status as such, the following
amounts were verified for financial year 2023, as agreed by the Board of Directors’
meeting held on 19 December 2022. It was also verified that these amounts did
not exceed the maximum annual amount of 1,200,000 euros as defined in the
Remuneration Policy in effect at that time. The aggregate amounts for all Directors
for their status as such that have been accrued and paid in financial year 2023 are
as follows:•

Fixed remuneration for Board of Directors membership: 935,000 euros.

•

Fixed remuneration for committee membership: 200,000 euros.

•

Fixed remuneration for chairing a committee: 60,000 euros.

There are no other remuneration items or social benefits for the Directors for theirstatus as such.

18

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
The remuneration obtained by Directors for their status as such is not linked tothe achievement of results or other measures of performance.
Similarly, with respect to the fixed remuneration of directors with executive
duties, the Nomination and Compensation Committee, in a meeting held on 18
December 2023, concluded that it complied with the Remuneration Policy and theresolutions agreed upon for financial year 2023 by the Board of Directors, as
proposed by the Nomination and Compensation Committee, in its meeting of 19
December 2022.
The amount and nature of the fixed components of the remuneration of the
Executive Directors that were accrued in 2023 were as follows:•

Fixed remuneration of the Executive Chairman of the Board of Directors:
749,700 euros.

•

Fixed remuneration Executive Director: 315,000 euros.

The fixed remuneration earned by the Directors for their executive duties is not
linked to the achievement of results or other performance measures.
As regards the Executive Chairman's annual variable remuneration, it is based on
financial and non-financial parameters. As regards the financial parameters, anyvariation in the Company's performance has a direct impact on thisremuneration. As regards the non-financial parameters, the annual variable
remuneration is linked to the degree of fulfilment of two strategic projects for
the Group. Firstly, the Company's transformation project, which is known as
ATENEA. This project is based on a range of initiatives with a global impact acrossthe organisation. It has led to improvements in the efficiency and effectivenessof processes and systems and the organisation and culture of the Company,
ensuring, in the broadest sense, the Company's long-term sustainability.

Secondly, the ESG Strategic Plan 2025, which is based on a series of
initiatives with a 3-year time horizon and aims to create value for theGroup in a sustained manner over time, to improve competitiveness andto mitigate risks with the ultimate aim of aligning the interests of theGroup with those of society in general and with the different stakeholders
in particular.
Furthermore, during its meeting held on 27 February 2024, the Nomination andCompensation Committee verified the degree of compliance with the variable19This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
remuneration component of Executive Director, as for financial year 2023, well as
the outcome of such component. This was subsequently approved by the Boardof Directors at its meeting on the same date. In this respect, for the Executive
Chairman, the percentage of achievement of the objectives for financial year 2023
was 91.8%. As such, the Executive Chairman will receive 294,953 euros for thiscomponent once the Consolidated Financial Statements for financial year 2023
have been audited by the Company's external auditor and, if applicable, approvedby the Company's General Shareholders' Meeting to be held in 2024.
The total achievement rate is the result of applying the following calculations:(Financial components 75% *Achievement rate 93.1%) + (Non-financial
component 25% *Achievement rate 88.0%)
B.4

Report on the outcome of the advisory vote by the general meeting regarding theannual report on remuneration from the previous year, indicating the number ofvotes against that were issued, if any.
NumberVotes cast509,370,651% of total
88.51

Votes against

8,195,252% of votes
cast
1.61

Votes in favour

501,025,099

98.36

Blank votes

00Abstentions

150,300

0.03

NumberObservations

It is noted for the record that no intervention was made by any shareholder withregard to agenda item 6 at the Ordinary General Shareholders' Meeting held on
09 May 2023, regarding the advisory vote on the Directors' Remuneration Annual
Report 2022.
B.5

Explain how the fixed components accrued and consolidated during the year bydirectors for their status as such, the relative proportion for each director and how
they varied compared with the previous year have been determined:
The remuneration of Directors for their status as such exclusively consists of fixed
remuneration for belonging to the Board of Directors and for belonging to and/or
chairing any of its committees, as established in the Remuneration Policy. No
other fixed or variable component is included in the remuneration of Directors
20This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
for their status as such. Said remuneration was set for financial year 2023 by the
Board of Directors at its meeting on 19 December 2022, at the proposal of theNomination and Compensation Committee, as explained in section B.1.
The relative proportion of each Director's fixed remuneration for the year
2023and the 2022 is set out below:

Relativeweight 2023

Relative weight2022

MR ALBERTO RODRÍGUEZ-FRAILE DÍAZ

10.5%

10.2%

Ms ANA GARCÍA FAU

10.5%

10.2%

MR CÉSAR CERNUDA REGO

10.5%

10.2%

MR PEDRO SAINZ DE BARANDA

8.8%

8.8%

MR JAVIER RODRÍGUEZ PELLITERO

8.8%

8.8%

Ms CONCEPCIÓN RIVERO BERMEJO

8.8%

8.8%

MR GONZALO URQUIJO FERNÁNDEZ DE ARAOZ

8.8%

8.8%

MR NORIMICHI HATAYAMA

7.1%

7.4%

MR JUAN MARÍA RIBERAS MERA

8.8%

8.8%

Ms LORETO ORDÓÑEZ SOLÍS

8.8%

8.8%

Ms CHISATO EIKI

8.8%

8.8%

100.0%

100.0%

Name

Total

The changes compared to 2022 are due to the increase in remuneration for
directors in their capacity as such for membership of the Board, membership of
the Committees and chairmanship of the Committees, as explained in section
B.1.1 of this report.
The remuneration of each Director for their status as such during financial year
2023 was based on the following duties:

Mr Alberto Rodríguez-Fraile Díaz was remunerated as a member of theBoard of Directors for his membership and chairmanship of theNomination and Compensation Committee.



Ms Ana García Fau was remunerated as a member of the Board of
Directors for her membership and chairmanship of the Audit Committee.

21This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
 Mr César Cernuda Rego was remunerated as a member of the Board of
Directors, as well as for his membership and chairmanship of the
Sustainability Committee.


Mr Pedro Sainz de Baranda was remunerated as a member of the Boardof Directors and for his membership of the Nomination andCompensation Committee.



Mr Javier Rodríguez Pellitero was remunerated as a member of the Boardof Directors and for his membership of the Audit Committee.



Ms Concepción Rivero Bermejo was remunerated as a member of theBoard of Directors and for her membership of the Sustainability
Committee.



Mr Gonzalo Urquijo Fernández de Araoz was remunerated as a memberof the Board of Directors and for his membership of the Nomination andCompensation Committee.



Mr Norimichi Hatayama was remunerated exclusively as a member of theBoard of Directors.



Mr Juan María Riberas Mera was remunerated as a member of the Boardof Directors and for his membership of the Audit Committee.



Ms Loreto Ordóñez Solís was remunerated as a member of the Board of
Directors and as a member of the Sustainability Committee.



Ms Chisato Eiki was remunerated as a member of the Board and for her
membership of the Sustainability Committee.

B.6

Explain how the salaries accrued and consolidated during the previous year by eachof the executive directors for the performance of their managerial roles were
determined and how they varied with regards to the previous year.
The remuneration of Executive Directors for financial year 2023 was established by
the Board of Directors in its meeting held on 19 December 2022, on proposal of theNomination and Compensation Committee. The following amounts were agreed at
this meeting:Executive Chairman: a 5% increase was agreed to the fixed and variable
remuneration applied in 2022:
Annual fixed remuneration: 749,700 euros (having been 714,000
euros/year in 2022).

Annual variable remuneration: 321,300 euros (having been 300,000
euros/year in 2022).

22

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
Executive Director: a 5% increase was agreed to the fixed remuneration
applied in 2022:
Annual fixed remuneration: 315,000 euros per year (having been
300,000 euros/year in 2022).

Pluriannual variable remuneration: There was no change in theamount of pluriannual variable remuneration, remaining at 3,000,000
euros for a 100% performance rate.

B.7

Explain the nature and main features of the variable components of the
remuneration systems accrued and consolidated in the previous financial year.
In particular:a) Identify each of the remuneration schemes that determined the different
variable remunerations accrued by each of the directors during the previous
year, including information on their scope, date of approval, date of
implementation, consolidation conditions, accrual periods and validity, criteria
used to assess performance and how this has impacted on determining thevariable amount accrued, as well as the measurement criteria used and theperiod required to be able to adequately measure all of the conditions andcriteria stipulated, explaining in detail the criteria and factors applied in relation
to the time required and the methods to verify whether performance or otherconditions related to the accrual and consolidation of each variation
remuneration component have been met effectively.

b) In the case of schemes involving share options or other financial instruments,
the scheme’s general features shall include information on the conditions forboth acquiring unconditional ownership (consolidation) and for exercising these
options or financial instruments, including the price and term for exercising
them.

c)

All directors, and their status (Executive Directors, External Proprietary
Directors, Independent External Directors or other External Directors), who arebeneficiaries of remuneration systems or schemes involving variable
remuneration.

d) Where applicable, report on the terms established for accrual, consolidation ordeferment of consolidated amount payments applied and/or thewithholding/non-disposal periods concerning shares or other financial
instruments, should they exist.
Explain the short-term variable components of the remuneration systems

As set forth in the Remuneration Policy, it is only the remuneration of Directors
with executive duties that includes items of a variable nature.

23

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
The aim of the variable remuneration for Directors with executive duties is asfollows: (i) to link part of their remuneration to the accomplishment of specifictargets aligned with the strategic goals and the creation of value for the Group,(ii) to foster their commitment and (iii) to link their short- and long-term goals
to those of the Group and its shareholders.

The Nomination and Compensation Committee assesses the achievement ofgoals to determine the variable amounts to be paid to Directors with executive
duties. Once the amount is determined, it is approved by the Board of Directors.
As both the annual variable remuneration and the pluriannual variable
remuneration are variable remuneration systems linked to the achievement of
quantifiable financial and economic goals that are included in the Group’s
Consolidated Financial Statements, their consolidation and payment is deferred
until the external audit and approval thereof by the General Shareholders'Meeting.
The annual variable remuneration applicable to the Executive Chairman, Mr
Francisco José Riberas Mera, for the financial year 2023 contains financial
parameters, with a relative weight of 75% of the total annual variable
remuneration and non-financial parameters with a relative weight of 25%.

The financial instruments are linked to the fulfilment of two economic andfinancial goals with different levels of weighting: 60% linked to consolidated
EBITDA and 40% linked to free cash flow, as set out in the annual budget. The
degree of fulfilment of said goals is calculated by comparing the actual value
attained during the year with the target value defined in the annual budget.

The non-financial parameters are linked to the achievement of two targets withan equal weighting of 12.5%. These parameters consist of:on the one hand, the performance of the Company's strategictransformation programme, which is known as ATENEA and waslaunched in 2021. Regular presentations are given to the Board of
Directors to review the degree of achievement and progress of thisprogramme. The ATENEA programme, with a global scope and a time
horizon of several years, will make it possible, through different
initiatives with an impact on the entire organisation, to improve theefficiency and effectiveness of processes and systems, as well as the24This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
organisation and culture of the Company, ensuring, in a broad sense,
the Company's long-term sustainability. The degree of fulfilment of thetargets set for each of the initiatives that make up the programme iscalculated based on the rate of progress or achievement of theassumed commitments for the reference year as determined by theManagement Committee.

on the other hand, the compliance with the ESG Strategic Plan 2025,
which was approved by the Board of Directors on 19 December 2022
following its proposal by the Sustainability Committee. This plan aims,
through a series of initiatives with a 3-year time horizon, to create value
for the Group in a sustained manner over time, to improve
competitiveness and to mitigate risks with the ultimate aim of aligning
the interests of the Group with those of society in general and with thedifferent stakeholders in particular. Its degree of achievement iscalculated by the Group's Sustainability Committee and then validated
by the Sustainability Committee.

The amount of overall annual variable remuneration is calculated by taking thetarget variable remuneration as the basis and applying a percentage to theamount based on the degree of fulfilment of each goal established and its
relative weight. The payout curve has a minimum threshold of 70% and amaximum threshold of 120% for each of the defined objectives. If the result
achieved is less than 70%, no amount will be paid for the target in question. If
the result achieved is between the minimum (70%) and maximum (120%)thresholds, an amount will be paid that varies according to the percentage
achieved. Beyond the maximum 120% threshold, 120% remuneration will begiven regardless of the resulting figure.

The target amount of the Executive Chairman's annual variable remunerationin 2023 is 321,300 euros per annum, assuming a performance percentage of100%, as determined by the Board of Directors at its meeting on 19 December
2022, on the proposal of the Nomination and Compensation Committee.

Furthermore, during its meeting held on 27 February 2024, the Nomination andCompensation Committee verified the degree of compliance with the variable
remuneration component of the Executive Chairman, as for financial year 2023,
well as the outcome of such component. This was subsequently approved by25

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
the Board of Directors at its meeting on the same date. In this respect, thepercentage of achievement of the objectives for financial year 2023 was 91.8%.
Thus, the Executive Chairman will receive 294,953 euros for this concept once
the Consolidated Annual Accounts for the financial year 2023 are audited by theCompany's external auditor and, if applicable, approved by the General
Shareholders' Meeting of the Company to be held in 2024.

The total achievement rate is the result of applying the following calculations:(Financial components 75% *Achievement rate 93.1%) +(Non-financial
component 25% *Achievement rate 88.0%)

Explain the long-term variable components of the remuneration systems

The aim of the 2022 Long-Term Incentive Plan was to create value in the Groupduring the reference period. It was approved by the Board of Directors, at the
proposal of the Nomination and Compensation Committee, in a meeting heldon 29 October 2020, and the Executive Director Mr Francisco López Peña was abeneficiary of the Plan (along with other Company Directors). The Plan is linked
to the fulfilment of a strictly economic/financial target. The corresponding
settlements and payments were made in May of 2023, through receipt of a cashsum, after verification that the financial target to which the Plan was linked had
been achieved, following the external audit without qualifications and approvalby the General Shareholders' Meeting of the 2022 Consolidated Financial
Statements.
For the purposes of settlement and payment of the Long-Term Incentive Plan
2022, the creation of value was determined as a multiple of consolidated
EBITDA less Net Debt. The payment curve had a minimum threshold of 70% anda maximum threshold of 120%. If the result achieved was less than 70%, noamount was paid for the target in question. If the result achieved was between
the minimum (70%) and maximum (120%) thresholds, an amount was paid thatvaried according to the percentage achieved. Beyond the maximum 120%threshold, remuneration was capped at the 120% rate, regardless of theresulting figure.

26

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
As such, the amount of pluriannual variable remuneration received by the
Executive Director Mr Francisco López Peña as a result of the Plan and after thesettlement thereof was 3,150,000 euros for a performance rate of 105% since
the level of achievement was 105%. Although, as indicated, the settled amountunder the 2022 Plan has been paid in full in 2023, which includes the long-term
remuneration from 2016, that is a total of 7 years, and therefore resulting anannual amount of 450,000 euros.

B.8

Indicate whether certain accrued variable components have been reduced or
claimed back when, in the first case, payment of unconsolidated amounts has beendeferred or, in the second case, consolidated and paid, on the basis of data whose
inaccuracy has subsequently been manifestly demonstrated. Describe the amounts
reduced or refunded by applying the malus or claw-back clauses, why they were
executed, and the years to which they relate.
As established in the Remuneration Policy, the contracts signed between the
Company and the Executive Directors include a claw-back clause. However, todate there has been no reduction or claim for the return of variable components,
as no cases for the application of the claw-back clause have arisen (it has notbeen shown that the settlement and payment of these variable components hastaken place totally or partially on the basis of false or inaccurate information, norhave risks or other circumstances not foreseen or undertaken by the Company
arisen, which have a material negative effect on the income statements).

B.9

Explain the main features of the long-term savings systems whose sum orequivalent annual cost appears in the tables in Section C, including retirement andany other survivor benefits, partially or wholly funded by the company, whether
provided internally or externally, indicating the type of scheme, whether it is adefined contribution or defined benefit scheme, the contingencies it covers, theconsolidation conditions of the financial rights to which Directors are entitled andtheir compatibility with any type of compensation for early dissolution or
termination of the contractual relationship between the company and the Director.
The applicable Remuneration Policy does not provide for long-term savings
systems for Directors for their status as such or for Directors with executive
duties.

B.10

Explain, where applicable, the compensation or any other type of payment arisingfrom early termination, whether at the will of the company or of the director, orfrom the termination of the contract, under the terms provided therein, accrued
and/or received by the directors in the previous financial year.

27This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
During 2023 financial year, there has been no payment or compensation for
normal or early termination, or arising from the normal or early termination of acontractual relationship in relation to any of the members of the Board of
Directors.

B.11

State whether there have been any significant changes in the contracts of those
performing senior management duties as executive directors and, whereapplicable, explain them. In addition, explain the main conditions of the newcontracts signed with executive directors during the year, unless they have been
explained in section A.1.
During the financial year 2023, there were no changes to the contracts of thoseholding senior management positions as Executive Directors. In addition, themain terms of the contract signed with the Executive Chairman have been
explained in section A.1.

B.12

Explain any supplementary remuneration accrued by the directors in compensation
for services rendered other than those inherent to their position.
The applicable Remuneration Policy does not provide for any kind of
supplementary remuneration.

B.13

State any remuneration arising from advances, loans and guarantees granted,
indicating the interest rate, essential features and amounts potentially repaid, as
well as the obligations undertaken on account thereof in relation to guarantees.
The Remuneration Policy does not include any remuneration arising from
Directors being granted any type of loan, advance or guarantee.

In 2016, prior to the approval of the aforementioned Policy, the Company offeredcertain key executives for the Group, including the Managing Director, Mr
Francisco López Peña, the possibility of purchasing Company shares at market
price. For this purpose, the Company offered these Executives (among them, Mr
Francisco López Peña) a loan at the legal monetary interest rate, andconsequently, this loan is not considered for any purpose to be part of the
remuneration of the Executives benefiting from it.
B.14

Set out the remuneration in kind accrued by the directors during the year, briefly
explaining the nature of the different salary components.

28

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
The Remuneration Policy does not provide for any remuneration in kind for
Directors for their status as such.
With regard to Executive Directors, Mr Francisco López Peña had a company
vehicle and life insurance during 2023, in accordance with the policy establishedfor employees who are part of the Group's corporate services and in accordancewith the provisions of the Remuneration Policy. The amounts accrued are as
follows:•

Life insurance premiums amounting 6,093 euros/year.

•

Company car amounting 6,247 euros/year.

With respect to the Executive Chairman of the Board of Directors, theRemuneration Policy does not provide for any remuneration in kind.
B.15

State the remuneration accrued by the director pursuant to payments made by thelisted company to a third-party entity in which the director provides services, when
said payments are intended to compensate such party’s services at the company.
On 23 December 2016, the Company's significant shareholder, Acek Desarrollo yGestión Industrial, S.L., signed an agreement with Mitsui & Co., Ltd, among
others. This agreement, reported to the CNMV as a Significant Event dated 7 April
2017 (Record No 250532), includes, among other matters, the right of Mitsui &Co., Ltd., to propose the appointment of two Directors to the Company's Boardof Directors.
The remuneration accrued by members of the Board of Directors who wereappointed by the General Shareholders' Meeting at the proposal of Acek
Desarrollo y Gestión Industrial, S.L. in fulfilment of the above-mentioned
shareholders’ agreement—namely, Mr Norimichi Hatayama and Ms Chisato Eiki
(appointed on 02 April 2020 and 01 April 2021, respectively)—came to a total of
190,000 euros during financial year 2023. This remuneration was paid, at theexpress request of said proprietary Directors, to an account held by Mitsui & Co.,
Ltd.

B.16

Explain and detail the amounts accrued during the year in relation to any other
remuneration item other than those listed above, regardless of its nature or thegroup entity paying it, including all benefits in any form, such as when it isconsidered a related-party transaction or, especially, when it significantly affects
the true and fair view of the total remuneration accrued by the director; explaining
the amount granted or pending payment, the nature of the consideration received
and the reasons why it would have been considered, where appropriate, that it
does not constitute remuneration to the director in his/her status as such or inconsideration for the performance of his/her executive duties, and whether or notit has been considered appropriate to include it among the amounts accrued in the"other items" section of section C.

29

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
As of the reporting date, there are no remuneration items other than thoseindicated above for the Company’s Directors that were accrued during 2023.

30

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
C

DETAILED INFORMATION ON THE INDIVIDUAL REMUNERATION RELATING TO
EACH OF THE DIRECTORS

Name

Type

Accrual period: t financial year

Executive

From 01/01/2023 to 31/12/2023

MR FRANCISCO LÓPEZ PEÑAExecutive

From 01/01/2023 to 31/12/2023

MR ALBERTO RODRÍGUEZ-FRAILE DÍAZIndependent

From 01/01/2023 to 31/12/2023

Ms ANA GARCÍA FAU

Independent

From 01/01/2023 to 31/12/2023

MR CÉSAR CERNUDA REGO

Independent

From 01/01/2023 to 31/12/2023

MR PEDRO SAINZ DE BARANDA

Independent

From 01/01/2023 to 31/12/2023

MR JAVIER RODRÍGUEZ PELLITERO

Independent

From 01/01/2023 to 31/12/2023

Ms CONCEPCIÓN RIVERO BERMEJO

Independent

From 01/01/2023 to 31/12/2023

MR GONZALO URQUIJO FERNÁNDEZ DE ARAOZ

Other External

From 01/01/2023 to 31/12/2023

MR NORIMICHI HATAYAMA

Proprietary

From 01/01/2023 to 31/12/2023

MR JUAN MARÍA RIBERAS MERA

Proprietary

From 01/01/2023 to 31/12/2023

Ms LORETO ORDÓÑEZ SOLÍS

Independent

From 01/01/2023 to 31/12/2023

Ms CHISATO EIKI

Proprietary

From 01/01/2023 to 31/12/2023

MR FRANCISCO JOSÉ RIBERAS MERA

Directors

C.1

Complete the following tables on the itemised remuneration for each of the directors(including remuneration for performing executive duties) accruing during the year.
a)Remuneration from the company issuing this report:
i)

Name

Remuneration accrued in cash (in thousands of €)Fixed
remuneration

Attendance feesRemuner
ation formembers
hip onboard
committe
es

-

-

-

Salaries

Shortterm
variable
remuneration

Longterm
variable
remunera
tion

Total
Severance
payments

Other
items

Total
year 2023
2022

MR
FRANCISCOJOSÉ RIBERAS

750

295

-

-

1,045

-

1,046

MERA
MR
FRANCISCO

-

-

-

85

-

40

85

-

85

-

315

-

3,150

-

-

-

-

-

40

-

-

-

40

-

-

-

12

3,477

312

-

125

110

-

-

125

110

-

-

125

110

LÓPEZ PEÑAMR ALBERTORODRÍGUEZFRAILE DÍAZMs ANAGARCÍA FAU
MR CÉSARCERNUDA
REGO

31This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
MR PEDRO
SAINZ DE

85

-

20

-

-

-

-

-

105

95

85

-

20

-

-

-

-

-

105

95

85

-

20

-

-

-

-

-

105

95

85

-

20

-

-

-

-

-

105

95

85

-

-

-

-

-

-

-

85

80

85

-

20

-

-

-

-

-

105

95

85

-

20

-

-

-

-

-

105

95

85

-

20

-

-

-

-

-

105

95

BARANDAMR JAVIER
RODRÍGUEZPELLITERO
Ms
CONCEPCIÓN
DEL RIVERO
BERMEJOMR GONZALOURQUIJOFERNÁNDEZ
DE ARAOZMRNORIMICHIHATAYAMAMR JUANMARÍARIBERAS
MERA
Ms LORETOORDÓÑEZSOLÍS
Ms CHISATO
EIKI

Observations
Both the level of achievement and the amount of the 2022 Long-Term Incentive of the Executive Director Mr. Francisco López Peña were verified by
the Nomination and Compensation Committee, and approved by the Board of Directors in its meetings held the 27 of February of 2023. The amountsettled was deferred until May 2023, after the formulation, the external audit without qualifications and the approval of the Annual Accounts of theGroup corresponding to the financial year 2022, as explained in section B.7 of this document. The amount settled of the 2022 Long-Term Incentive
Plan has been 3,150,000 euros since the degree of achievement has been 105%. Although, as indicated, the amount settled under the 2022 LongTerm Incentive Plan has been paid in full in 2023, which includes long-term remuneration since 2016, that is, a total of 7 years, so the annual
amount resulting from said remuneration is 450,000 euros.

ii) Table showing activity in share-based remuneration systems and gross profit
from consolidated shares or financial instruments
Financial instruments at
beginning of year t
Name

Name
of the Plan

No. ofinstruments

No. ofequivalentsharesFinancial Instruments
granted during year t

No. ofinstruments

No. ofequivalentsharesFinancial instruments consolidated during the year

No. ofinstrume
nts

Scheme 1
Director 1
Scheme 2

32

No.
Equivalent /Vestedshares

Vestedshare
price

Gross profit onvested shares orfinancial
instruments(thousands €)Matureinstrume
nts not
exercised

Financial instruments at
end of year t

No.
Instruments

No. ofinstruments

No. ofequivalent shares

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
Observationsiii) Long-term savings systems
Remuneration for vesting
to savings schemes
Director 1

Company's contribution for the year
(thousands of €)Savings schemeswith vested
economic rights

Amount of accumulated funds(thousands of €)Savings schemeswith non-vested
economic rights

Year tName
Year tYear t-1

Year tFinancialYear
t-1

Schemeswith vested
economicrightsYear t-1

Schemeswith nonvested
economicrightsSchemeswith nonvested
economicrightsSchemeswith vested
economicrightsDirector 1

Observationsiv) Details of other items

Name

Item

Remuneration amount

Director 1

Observationsb)Remuneration paid to directors of the listed company for their membership of
the governing bodies of its subsidiaries:
i)

Name

MR
FRANCISCOJOSÉRemuneration accrued in cash (in thousands of €)Fixed
Attendanc
remuneratio
e feesn00Remuneratio
n for
membershipon board
committees

Salar
y

Short-term
variable
remuneratio
n

0

0

0

33

Long-term Severanc
Tota Tota
Othevariableellr
remuneratio payment
year year
itemsns2021 2020
0

0

0

0

0

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
RIBERASMERA
MR
FRANCISCO
LÓPEZ
PEÑA
MR
ALBERTORODRÍGUEZ-FRAILEDÍAZ
Ms ANAGARCÍA
FAU

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

MR CÉSARCERNUDA
REGO

0

0

0

0

0

0

0

0

0

0

MR PEDRO
SAINZ DEBARANDA

0

0

0

0

0

0

0

0

0

0

MR JAVIER
RODRÍGUEZPELLITERO

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Ms
CONCEPCIÓN DEL
RIVEROBERMEJOMRGONZALOURQUIJOFERNÁNDEZ DE ARAOZMRNORIMICHIHATAYAMAMR JUANMARÍARIBERASMERA
MRTOMOFUMI
OSAKI
Ms LORETOORDÓÑEZSOLÍS
Ms
CHISATO
EIKI

Observationsii) Table showing activity in share-based remuneration systems and gross profit
from consolidated shares or financial instruments

34

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
Financial instruments
at beginning of year t

Name

Name
of the Plan

No. ofinstruments

No. ofequivalent shares

Financial Instruments
granted during year t

No. ofinstrume
nts

Financial instruments consolidated during the year

No. ofequivalent shares

No. ofinstrume
nts

Vested
share
price

No.
equivalent /vestedsharesGross profit
on vested
shares or
financial
instruments(thousands€)

Matureinstrume
nts not
exercised

Financial instruments at endof year t

No.
Instrume
nts

No.
instrument

Scheme 1
Director 1
Scheme 2

Observationsiii) Long-term savings systems
Remuneration for consolidation of rights in savings systems
Director 1

Company's contribution for the year
(thousands of €)Savings schemeswith vested
economic rights

Amount of accumulated funds(thousands of €)Savings schemeswith non-vested
economic rights

Year tName
Year tYear t-1

Year tFinancialYear
t-1

Schemeswith vested
economicrightsYear t-1

Schemeswith nonvested
economicrightsSchemeswith vested
economicrightsSchemeswith nonvested
economicrightsDirector 1

Observationsiv) Details of other items
Name

Item

Remuneration amount

Director 1

Observations

35

No. ofequivalentsharesThis document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
c) Summary of remuneration (in thousands of €):The summary shall include the relevant amounts for all the remuneration items
included herein that the director has accrued, in thousands of euros.
Remuneration accrued at the Company

Name

MR
FRANCISCOJOSÉRIBERAS MERAMR
FRANCI
SCO
LÓPEZ
PEÑA
MR
ALBERTORODRÍGUEZFRAILEDÍAZ
Ms ANAGARCÍAFAUMRCÉSAR
CERNUDA REGO
MR
PEDRO
SAINZ
DE
BARAN
DA
MR
JAVIERRODRÍGUEZPELLITERO
Ms
CONCEPCIÓNDEL
RIVEROBERMEJOMRGONZALOURQUIJ
O

Total cash
remunerat
ion

Gros
s
profi
t
from
cons
olida
ted
shar
es or
fina
ncial
instr
ume
nts

1,045

-

Remuneration accrued at group companies

Remuner
ation forsavings
systems

Remuner
ation for
other
items

Total year
t company

-

-

1,045

To
tal
ca
sh
re
m
un
er
ati
on

Gross
profitfromconsolid
atedsharesorfinancial
instruments

Remuner
ation forsavings
systems---

Remuner
ation for
other
items

2023
total
group

-

-

2022
total
compan
y+
group

0

3,477

-

-

-

3,477

-

-

-

-

0

125

-

-

-

125

-

-

-

-

0

125

-

-

-

125

-

-

-

-

-

125

-

-

-

125

-

-

-

-

-

0

0
105

-

-

-

105

-

-

-

-

0

105

-

-

-

105

-

-

-

-

0

105

-

-

-

105

-

-

-

-

0

105

-

-

-

105

-

-

-

-

0

36

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
FERNÁNDEZ DEARAOZMRNORIMICHIHATAYA
MA
MR
JUAN
MARÍA
RIBERAS MERAMR
LORETO
ORDÓÑ
EZ
SOLÍS
MS
CHISATO EIKI
Total

85

-

-

-

85

-

-

-

-

0

105

-

-

-

105

-

-

-

-

0

105

-

-

-

105

-

-

-

-

0

105

-

-

-

105

-

-

-

-

-

5,717

-

-

-

5,717

-

-

-

-

-

0
0

Observations

C.2

Indicate the changes over the last five years in the amount and percentage change intheremuneration earned by each of the listed company's directors during the year, in the
consolidated results of the company and in the average remuneration on a full-time
equivalent basis of the employees of the company and its subsidiaries who are notdirectors of the listed company.

37

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.

Total amounts accrued and % annual variation
2023
Executive
directors
MR
FRANCISCOJOSÉRIBERASMERA
MR
FRANCISCOLÓPEZ PEÑAExternal
Directors
MR
ALBERTORODRÍGUEZFRAILE DÍAZMs ANAGARCÍA FAU%
2023/2022
variation%
2022/2021
variation

2022

2021

%
2021/2020
variation

2020%
2020/2019variation

2019

1045

3%

1046

2%

1026

77.20%

579

-41%

974

3477

1013%

312

-1%

317

-56%

724

-9%

793

125

14%

110

0%

110

17%

94

-15%

110

125

14%

110

3%

107

32%

81

-15%

95

MR CÉSARCERNUDA
REGO

125

14%

110

13%

97

43%

68

-15%

80

MR PEDRO
SAINZ DEBARANDA

105

11%

95

0%

95

17%

81

-15%

95

MR JAVIER
RODRÍGUEZPELLITERO

105

11%

95

-4%

99

5%

94

-15%

110

105

11%

95

7%

89

31%

68

100%

34

105

11%

95

0%

95

17%

81

-15%

95

85

6%

80

0%

80

57%

51

-

105

11%

95

0%

95

17%

81

-15%

95

105

11%

95

56%

61

-

0

-

0

105

11%

95

38%

69

-

0

-

0

Consolidated
results of thecompany(K EUROS)

414,1846%

391,45541%

277,712-267%

166,545-150%

334,082

Average
employeeremuneration

32.5

5%

31.1

8%

28.7

-3%

29.7

-3%

30.7

Ms
CONCEPCIÓN
DEL RIVERO
BERMEJOMRGONZALOURQUIJOFERNÁNDEZ
DE ARAOZMRNORIMICHIHATAYAMAMR JUANMARÍARIBERASMERA
MR LORETOORDÓÑEZSOLÍS
MS CHISATO
EIKI

Observations

38-

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
Note 1: Change in amounts between 2022 and 2023: The change in remuneration between 2022 and 2023 is due to a Board of
Directors' resolution dated 19 December 2022, following a proposal from the Nomination and Compensation Committee, which
agreed an increase in the remuneration of directors in their capacity as such for membership of the Board of Directors andmembership and chairmanship of the Committees, as referred to in section B of this report, and which corresponds to the following
duties:•Mr Alberto Rodríguez-Fraile Díaz was remunerated as a member of the Board of Directors for his membership of the Nomination
and Compensation Committee and his chairing of it.
•Ms Ana García Fau was remunerated as a member of the Board of Directors, member of the Audit Committee and chair of the
Audit Committee.
•Mr César Cernuda Rego was remunerated as a member of the Board of Directors, member of the Sustainability Committee andchair of the Sustainability Committee.
•Mr Pedro Sainz De Baranda was remunerated as a member of the Board of Directors and for his membership of the Nomination
and Compensation Committee.
• Mr Javier Rodríguez Pellitero was remunerated as a member of the Board of Directors, for his membership of the Audit
Committee.
• Ms Concepción Rivero Bermejo was remunerated as a member of the Board of Directors and for her membership of the
Sustainability Committee.
•Mr Gonzalo Urquijo Fernández de Araoz was remunerated as a member of the Board of Directors and member of the Nomination
and Compensation Committee.
•
Mr Norimichi Hatayama was remunerated exclusively as a member of the Board of Directors.
• Mr Juan María Riberas Mera was remunerated as a member of the Board of Directors and for his membership of the Audit
Committee.
• Ms Loreto Ordóñez Solís was remunerated as a member of the Board of Directors and as a member of the Sustainability
Committee.
•
Ms Chisato Eiki was remunerated as a member of the Board of Directors and a member of the Sustainability Committee.
Note 2: Other information: For average employee remuneration, information has been taken from the Group's Consolidated
Financial Statements for Salaries plus Employee Benefits.

Note 3: Mr. Francisco López Peña pluriannual variable remuneration: Both the level of achievement and the amount of the 2022
Long-Term Incentive of the Executive Director Mr. Francisco López Peña were verified by the Nomination and Compensation
Committee, and approved by the Board of Directors in its meetings held the 27 of February of 2023. The amount settled wasdeferred until May 2023, after the formulation, the external audit without qualifications and the approval of the Annual Accountsof the Group corresponding to the financial year 2022, as explained in section B.7 of this document. The amount settled of the 2022
Long-Term Incentive Plan has been 3,150,000 euros since the degree of achievement has been 105%. Although, as indicated, theamount settled under the 2022 Long-Term Incentive Plan has been paid in full in 2023, which includes long-term remuneration
since 2016, that is, a total of 7 years, so the annual amount resulting from said remuneration is 450,000 euros.

D

OTHER INFORMATION OF INTEREST
If there are any relevant issues related to director remuneration that are not contained in
the previous sections of this report, but which must be included in order to present fuller andmore detailed information about the company's remuneration structure and practices inrelation to its Directors, explain them here briefly.

This annual report on remuneration was approved by the Company’s Board of Directors at its
meeting held on 27 February 2023.

39

This document is a translation into English of an original document drafted in Spanish. Thistranslation is for information purposes only, therefore, in case of discrepancy, the Spanish
version shall prevail.
State whether any directors voted against or abstained in relation to the approval of thisReport.
Yes Name or registered company name of the member(s) of
the board of directors who did not vote in favour ofapproving this report

40

No 

Reasons (opposed,
abstained, absent)

Explain the reasonsSIGN OFF OF CONSOLIDATED ANNUAL ACCOUNTS, MANAGEMENT REPORT AND ANNUALCORPORATE GOVERNANCE REPORTThe previous Consolidated Annual Financial Statements for the fiscal year 2023, from GESTAMPAUTOMOCIÓN, S.A. and subsidiaries, included in preceding pages 1 to 169, both inclusive, theConsolidated Management Report for the year 2022 included in the preceding pages 1 to 225,
both inclusive, and the Annual Corporate Governance Report included in the preceding pages 1
to 119, both included, have been sign off by the members of the Board of Directors at their
meeting on February 27, 2024.

________________________________Don Francisco José Riberas Mera
President________________________________Don Juan María Riberas MeraVicepresident________________________________Don Francisco López Peña
Vocal________________________________
Doña Chisato Eiki
Vocal________________________________Don Norimichi Hatayama
Vocal________________________________Don Alberto Rodriguez Fraile Díaz
Vocal

________________________________Don Javier Rodriguez Pellitero
Vocal________________________________Don Pedro Sainz de Baranda Riva
Vocal________________________________
Doña Ana García Fau
Vocal________________________________Don César Cernuda Rego
Vocal________________________________Don Gonzalo Urquijo Fernández de Araoz
Vocal________________________________
Doña Concepción Rivero Bermejo
Vocal________________________________
Doña Loreto Ordóñez
Vocal