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Expert Corporate Governance Service (ECGS)
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Proxy Report - 12/03/2018

In item 4, the Board proposes to ratify the appointment of Mr. Francisco José Aljaro Navarro as CEO, to replace Mr. Reynés Massanet, who resigned in February 2018 and appointed as Chairman-CEO of Gas Natural. Mr. Aljaro Navarro has been the CFO of Abertis since 2005, and we have not identified any specific concerns over his appointment as CEO of the Company for the statutory term of 4 years. Hence, we recommend approval.

In item 6, the Board asks the shareholders to authorize the sale of Abertis' 57% stake in Hispasat to Red Eléctrica, for a minimum consideration of € 656 million. As Hispasat is the Spanish satellite communication operator, it is a national strategic asset and any changes in control are subject to the approval of the Spanish Government. The minimum price requested by Abertis for the sale of 57.0% of Hispasat corresponds to a valuation of € 1'150 million for the entire company, which is approximately 28% higher than the price agreed with Eutelsat in May 2017 for the acquisition of its 33.7% stake, which is still subject to a pending Government authorization (Red Eléctrica would replace Abertis in
the agreement at the same terms as those agreed with Eutelsat). In any case, the consideration for the sale of Hispasat shall be at least equal to the value at which it is recorded in Abertis' accounts, and the transaction will not result in any loss for the
Company. The controlling stake of Albertis in Hispasat may be used by the Spanish Government as a tool to interfere in the competing offers launched by ACS and Atlantia to acquire the Company. In our opinion, the sale of Hispasat will remove a potential
limitation to the free competition between ACS and Atlantia, allowing Abertis' shareholders to freely choose between the offers. Therefore, we recommend approval.

In item 8, shareholders are called to an advisory vote on the Annual Remuneration Report. The quality of disclosure was improved in the last year, through the disclosure of the performance conditions for the vesting of the annual bonus. However, we regret that the entire remuneration is paid in cash and there are no share ownership guidelines for executive members. Also taking into account that the severance payments, equal to 3 years of base salary plus annual bonus, exceed our voting policy limit of 2 years of remuneration, and the pension contributions are very high in our opinion (40% of the CEO's base salary), we recommend opposition.

Underlying
Abertis Infraestructuras S.A.

Abertis Infraestructuras is the parent company of a group of companies engaged in the management of mobility and communications infrastructures operating in five sectors: motorway concessions, telecommunications, airports, car parks and logistics services. Its business purposes include the construction, maintenance and operation of motorways under concession in Spain and internationally; the construction of roads; ancillary construction activities, maintenance and operation of motorways, and communications and/or telecommunications for the mobility and transport of people, goods and information, under the necessary authorization, as the case may be.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Analysts
Expert Corporate Governance Service (ECGS)

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