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Expert Corporate Governance Service (ECGS)
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Banco Sabadell, March 27, 2019

In item 4.1, the Board proposed to re-appoint the executive Chairman Mr. José Oliu Creus. Although we recognize that the independent representation on the Board is sufficient (53% as per our guidelines and 60% according to the Company), ECGS believes that the Chairman should not carry executive responsibilities, as he is responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role. As we continue to be concerned over the concentration of powers at the Bank, we recommend shareholders oppose.

In item 8, the Board asks the authorization to acquire own shares. The resolution also includes the authority to reduce the share capital. In our opinion, the authorization to reduce the share capital should always be subject to a separate vote of the General Meeting, and it should be clearly justified by the Board. Also taking into account that the maximum pricing of the repurchases exceeds the ECGS voting policy limit of 110% the market price, we recommend opposition.

In item 10, the Board proposes to replace the remuneration policy approved in 2018 by a new policy, which will apply for the 2019-2021 period (binding vote). We welcome the improvements proposed to the policy, through more robust malus and clawback conditions, the introduction of "gate conditions" and a clear cap on compensation for non-competition. However, we continue to be concerned over several aspects of Banco Sabadell's remuneration policy: excessive pension contributions, excessive fixed remuneration of the Chairman and variable remuneration more depending on annual than long-term results. Therefore, we recommend opposition. For the same reasons, we also recommend opposition to the advisory vote on the Annual Remuneration Report (item 11).

In item 12, the Board proposes to re-appoint PricewaterhouseCoopers ("PwC") as statutory auditor for fiscal year 2019. PwC has been the Group's auditor for the last 36 years (since 1982). We have serious concerns over the excessive tenure of the auditor, and we note that ECGS has expressed such concerns in all its reports covering Banco Sabadell. Therefore, we recommend opposition.

Underlying
Banco de Sabadell S.A.

Banco de Sabadell is a bank holding company. Through its subsidiaries, Co. provides a range of banking and financial services in Spain and internationally. Co.'s activities include investment banking, private banking, portfolio management, mortgage loans, commercial loans and other financial products and services, deposits and international banking operations. Co. is also engaged in life insurance underwriting and brokerage. Additionally, Co. is engaged in capital property and development, as well as investing in environmental projects. As of Dec 31 2014, Co. had total assets of Euro163,345,673,000 and total customer deposits of Euro98,208,370,000.

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Expert Corporate Governance Service (ECGS)

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