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The new structure of FCC Group’s Legal Services

The CEO, at the proposal of the managing

director of the Legal Counsel, with the ap-

proval of the secretary general and the ge-

neral manager of Organization, in order to

optimize resource, align them to the Strate-

gic Plan and business needs, have appro-

ved a new structure for the Legal Counsel

of Central Services and the principles for

providing international legal services which

are applicable to the entire FCC Group.

Structure of the Legal Counsel of Cen-

tral Services

The structure of the Legal Counsel of Cen-

tral Services will be as follows:

Advisory and Litigation Department

Its functions include: legal support for Cen-

tral Services (consultations on law, con-

tracts, and litigation), monitoring divestment

contracts, and support for the Group’s Le-

gal Counsels when necessary.

Mar Sáez Ibeas will be the manager of the

Advisory and Litigation Department.

Financial and Special Projects De-

partment

The functions of this department are: lea-

ding the legal structure of corporate finan-

ce transactions, controlling compliance of

finance agreements, and support for the

Business Group’s Legal Counsels (finance,

Project Finance, issues …). The head of this

department has not been appointed yet.

Coordination and Control Department

Is functions are: coordination of legal issues

with the different unites of Central Services

and the Business Groups, support to the

FCC, S.A. Board and Board of Directors

and of its subsidiaries, handling and mana-

gement of the Group’s powers of attorney,

and, in general, advisory services on corpo-

rate issues, quality control of the in-house

and external Legal Services, control of the

Group’s expenses for external lawyers and

legal management of the brand.

Cristina López Barranco will be the mana-

ger of the Coordination and Control De-

partment.

The Corporate Legal Counsel and the Liti-

gation Legal Counsel will ceases to exist.

Litigation will be handled by the Legal

Counsels of the Business Groups; relevant

legal or arbitration processes will be con-

trolled and coordinated by the managing

director of the Group’s Legal Counsel.

The attached Annex 1 on the descriptive

flowchart and the functions of the Group’s

Legal Services.

Organizational and performance prin-

ciples of the international legal servi-

ces

The principles governing the Group’s inter-

national legal counsels are approved with

the objective of minimizing the implicit risk

involved in conducting business abroad.

The fundamentals for the provision of inter-

national legal services are as follow:

International legal counsels will be orga-

nized and structured for each Business

Group in order to align them to their

respective needs. In any case, the stan-

dard principles of the FCC Group will be

applicable.

Broken down into three phases: bu-

siness development, implementation,

and mature business.

The International Legal Counsel of the

Business Group will provide full support

and will be in charge of assessing the

legal and contract elements (including

the hiring of law firms and supervising

their work) for the international develop-

ment of the business.

The assessment of legal risks and the

analysis thereof will be carried out by

the managers of the Legal Counsels of

the Business Groups and through their

International Legal Counsels. All docu-

ments, regardless of the type or class of

such documents, involving contractual

obligations will be previously checked

by the Legal Counsel and by the Busi-

ness Group.

The Attached Annex 2 provides an outline

of the three business implementation pha-

ses.