Annual Report 2023

67. Composition of the Remuneration Committee, Including Details of Individuals or Legal Persons Recruited to Provide Services to Said Committee and a Statement on the Independence of Each Member and Advisor

At the General Shareholders’ Meeting held on 21st April 2022, Jorge Ponce de Leão (Chairman), Chittaranjan Kuchinad and Erik Geilenkirchen were re-elected to this Committee, for the term in force.

None of the members of the Remuneration Committee is a member of the Board of Directors of the Company, or has a spouse, family member or relative in such a position, nor do they have relationships with the Members of the Board of Directors that may affect their impartiality in the performance of their duties.

Jorge Ponce de Leão, as Chair of the Remuneration Committee, was present in the Annual General Meeting of the Company held on 20th April 2023.

In 2023, the Remuneration Committee asked the Company to request specialized consultancy services in studies of executive and directors remuneration, in order to assess the level of alignment of remuneration, as well as the components used in the remuneration package, of the Group’s governing bodies with the benchmark practices in the international market, a context in which the Group operates, specifically for the roles of Chairman of the Board of Directors and Chief Executive Officer, non-executive directors and members of Specialized Committees. The independence of the contracted consultants was a necessary requirement for the provision of services and said consultants could not provide other services to the Company or to companies that, with the same, were in a control or group relationship.

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