CHAPTER 2 A future-proof company

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Cepsa's shares are mainly held by two shareholders: Cepsa Holding, LLC, which owns 61.36% and is controlled by Mubadala Investment Company, and Matador Bidco, S.A.R.L., which holds the remaining 38.41% and is controlled by The Carlyle Group, Inc.

GOVERNING BODY STRUCTURE

Our governance structure distinguishes supervision and control functions from leadership and effective management.

Board of Directors

General Shareholders Meeting

Audit, Compliance, Ethics and Risk Committee (ACER Committee)

Nomination and Compensation

Committee

Strategy and Sustainability

Committee

The company's highest administrative and representative body. Its responsibilities include

overseeing and controlling business management and development, approving the company's plans,

policies, objectives and strategies, and ensuring execution and implementation.

It oversees internal audit, internal control, compliance and risk

management systems, as well as the preparation and reporting of financial

and non-financial information and external auditor relations. It

reviews and proposes to the Board of Directors for approval policies for action in relation to the main

stakeholders.

It oversees the selection, appointment, re-appointment and removal, as appropriate,

of directors and members of management. It is also responsible for analysing,

reporting and proposing the directors remuneration policy and making proposals to the

Board regarding the decisions to be taken in the event of conflicts

of interest.

It advises the Board of Directors in its supervisory role on matters that could affect strategies, business and

investments, ensuring at all times that sustainability perspectives and

priorities are properly integrated into all strategic and business decision-

making processes, especially in relation to climate change. It also

advises the Board on the review and approval of the company's purpose

and values.

GOVERNING BODY STRUCTURE