Fernando Vives has more than twenty-five years experience at Garrigues and has been a partner since 1998.

Transcription

1 Fernando Vives Ruiz Executive Chairman Madrid Inglês Espanhol Hermosilla, Madrid, (Espanha) Societário e Contratação Comercial Bancário e Financeiro Mercado de Capitais Insurance Fusões e Aquisições Capital de Risco Experiência Executive Chairman and Managing Partner of Garrigues since September Managing Partner of Garrigues in September Fernando Vives has more than twenty-five years experience at Garrigues and has been a partner since Between 2001 and 2009 he headed Garrigues Corporate/Commercial Law practice, encompassing the securities market, financial services, real estate, energy and telecommunications, EU and competition and M&A areas. He practices in the areas of securities market law, corporate law, M&A, private equity, banking & finance law and insurance law, with particular emphasis on capital markets and financial services. He specializes in major transactions involving mergers, reorganizations, tender offers, corporate LBOs, securities issues and public offerings, and regulatory matters concerning listed companies. He regularly advises on major M&A deals and is actively involved in private equity transactions, working on related tasks and on raising outside financing. He also has a wealth of experience in the insurance industry, where he advises numerous insurance groups operating in Spain. He also acts as adviser to the shareholders meetings and boards of directors of some of the largest listed companies in Spain on corporate governance-related matters: Telefónica, S.A., Banco Bilbao Vizcaya Argentaria, S.A., Iberdrola, S.A., to name but a few. As board secretary to listed companies and associations: Board secretary of International Consolidated Airlines Group (IAG), which is listed on the Spanish continuous market and the London Stock Exchange. It is the only Spanish company listed on both the Ibex-35 and the FTSE 100, from June 2010 to November Director and Board secretary of Asociación para el Progreso de la Dirección (APD) since May Board secretary of Prosegur Compañía de Seguridad from July 2005 to Collaborations with public institutions: Member of the Corporate Governance Committee of Experts set up under a resolution of the Cabinet of Ministers on May 10, 2013 within the framework of the 2013 National Plan of Reforms to advise the Spanish government on the broadening of the current Good Corporate Governance framework in Spain. Member of the Advisory Committee of the Spanish National Securities Market Commission, chosen by its Board as a renowned professional, since Fernando was a member of the working group appointed by a decision of the Spanish Accounting and Audit Institute (ICAC) on April 4, 2008 to prepare draft standards for the preparation of consolidated financial statements, which contributed to the final wording of Royal Decree 1159/2010, of September 17, 2010, approving Standards for the Preparation of Consolidated Financial Statements and amending the Spanish National Chart of Accounts approved by Royal Decree 1514/2007, of November 16, 2007, and the National Chart of Accounts for Small and Medium-sized Enterprises approved by Royal Decree 1515/2007, of November 16, Member of the working group created pursuant to the Decision of September 22, 2005, of the Spanish Accounting and Audit Institute (ICAC), to create subgroups tasked with studying different matters, within the working group appointed to prepare a base document for the reform of the Spanish National Chart of Accounts. He formed part of subgroup 9 on business combinations, joint ventures and consolidation as a commercial law expert.

2 Other professional experience: Independent director of Prosegur Compañía de Seguridad, a company listed on the Spanish continuous market since May Recent transactions advised on: Legal advice to BBVA on the 2,000 million share issue through an accelerated bookbuilt offering in the context of the increase of its holding in Turkish bank Garanti (November 2014). Lead lawyer in a host of high-profile Spanish and international M&A and corporate finance deals in recent years, including for instance: the acquisition by Banco Bilbao Vizcaya Argentaria, S.A. of Catalunya Banc, S.A. (2014) and Unnim Banc, S.A.U. (2012); the issue of contingent convertible bonds by Banco Bilbao Vizcaya Argentaria, S.A. in 2014 ( 1500 million) and 2013 ($1500 million) (first issue of this type of instrument in Europe); the 405 million sale of Seguros Groupama to Grupo Catalana Occidente (2012), the Latin America insurance distribution agreement between Banco Santander and Zurich valued at billion (2011), the 6.5 billion merger of Iberia and British Airways (2011), the billion acquisition by BBVA of a 24.98% holding in Turkiye Garanti Bankasi (2010), the billion tender offer for Itínere Infraestructuras (2009); the 14 billion tender offer for Altadis (2008); legal advice to the Zurich Group on setting up a joint venture with Banco Sabadell to engage in the business of bancassurance in the classes of life insurance, general insurance and pensions, one of the biggest bancassurance deals ever to take place in Spain (2008); the US$ 9 billion acquisition of Compass Bancshare by Banco Bilbao Vizcaya Argentaria (2007); the 12.6 billion sale of Auna and Amena to Ono and France Telecom (2005), in which he acted for Endesa, Unión Fenosa and Santander Group; the 1.3 billion tender offer for Cortefiel (2005); the 1.3 billion sale of Ceatesalas to Acciona (2006); and the merger of Telefónica and Telefónica Móviles (2006). Teaching experience: Lecturer in Commercial Law, Universidad Pontificia Comillas (ICADE), since Co-Director of the Garrigues-ICADE Chair for the Modernization of Corporate Law at Universidad Pontificia de Comillas from October 2011 to November Lecturer in Insurance Law, Universidad Pontificia Comillas (ICADE), academic year. Lecturer on corporate governance, ESADE, from 2003 to Lecturer on management control, Universidad Pontificia Comillas (ICADE), from 1989 to Lecturer on cost accounting, Universidad Pontificia Comillas (ICADE), academic year. Participation in conferences and round tables: Fernando is a regular speaker at forums and conferences on matters relating to corporate and commercial law, the securities markets and corporate governance. (All given in Spanish) 2014: 2013: Shareholder conflicts of interest in the reform of corporate legislation. Conference organized by Academia Matritense del Notariado (November 26, 2014). Reform and Major New Developments in Corporate Governance: Spain/Europe. Round table: Legal reforms in Spain affecting businesses, boards of directors and shareholders of listed and unlisted companies. Organized by IC-A, Instituto de Consejeros Administradores (November 26, 2014). Japanese businesses in Spain. A study and evaluation of their contribution to business management. Book launch. Organized by Shacho Kai (November 19, 2014). The challenging of corporate resolutions in the reform of corporate/commercial legislation. Organized by the Real Academia de Jurisprudencia y Legislación (November 4, 2014). Leer Madrid. Lecture on: Importance of defining the Madrid brand from an economic, business and financial standpoint. Organized by Foro de Empresas por Madrid (October 27, 2014). Programa Empresa (Expert provision of business services). Presentation event (October 22, 2014). Legal Management Forum, The future is now. Round table: Management and leadership in business law practice. Organized by Wolters Kluwer (October 21, 2014). Businesses and Madrid: from sponsorship to PPP. Inauguration of the seminar on Businesses and the public interest: forms of municipal partnership. Organized by Foro de Empresas por Madrid (October 3, 2014). Corporate Governance Committee. Lecture on: The Bill for reform of the Capital Companies law and corporate governance. Organized by the Corporate Governance Committee of the Sustainability Excellence Club (July 1, 2014). Changes in challenging corporate resolutions? Round table. The reform of challenges to resolutions (proposal by the study of the Corporate Governance Expert Committee). Organized by Universidad Complutense de Madrid (June 26, 2014). 25 years of the CNMV: evolution of the Spanish securities markets. Round table: Transparency and quality of regulated information. Evolution of corporate governance in recent years. Organized by the CNMV (May 7, 2014). 10th Anniversary of Cuadernos de Energía. Presentation of Issue no. 40 of the Cuadernos de Energía journal. Organized by Club Español de la Energía (April 23, 2014). Latin America Spain: a unique opportunity. Business gateway in a global economy. Conference. Organized by YPO (April 1, 2 and 3, 2014). Speech on the occasion of the creation of Fundación Pro Real Academia de Jurisprudencia y Legislación and medal ceremony. Organized by the Real Academia de Jurisprudencia y Legislación (March 10, 2014). Corporate Governance Committee. Lecture on: Proposed legislative changes by the Corporate Governance Expert. Organized by the Corporate Governance Committee of the Sustainability Excellence Club (January 29, 2014).

3 Foro de empresas por Madrid: 2014 Road Map. Lecture on: The importance of business participation in the forum. Business know-how and experience for the benefit of the strategy of the city of Madrid. The importance of working together to benefit the city and its citizens and of innovative management of city projects. Organized by Foro de empresas por Madrid (December 11, 2013). The compliance system for the prevention of criminal offenses. Organized by Iberdrola (December 10, 2013). Garrigues-ICADE Chair for the Modernization of Corporate Law. Lecture on Meaning of the proposed reform in the Study by the Expert Committee. Organized by Garrigues and ICADE (November 27, 2013). Current challenges and strategies: Hotel franchises and internationalization. Presentation of seminar. Organized by Garrigues, Cehat and Magma (November 21, 2013). A New Corporate Governance. Fide (November 19, 2013). 5th Corporate Governance Seminar. Study of proposed legislative amendments. Round table: Analysis of the 2013 shareholders meeting season and projections for Organized by Centro de Gobierno Corporativo (November 7, 2013). Public-private partnerships in Smart Cities. Inaugural round table. Organized by Garrigues and Fundatec (November 5, 2013). Corporate Governance of Listed Companies. Round table: Board of directors, directors and committees. Organized by Expansión and DLA Piper (October 22, 2013). Garrigues-ICADE Chair for the Modernization of Corporate Law. Conference: Towards a single type of unlisted company. Organized by Garrigues and ICADE (June 26, 2013). Guide to corporate ethics management systems Closing address. Organized by Red Eléctrica de España and Club de Excelencia y Sostenibilidad (June 26, 2013). The globalization of legal services and lawyer training. Round table on The globalization of legal services and lawyer training. Organized by ICADE and Esade Law School (May 29, 2013). Governing companies: perfecting directors in order to create a board of directors that contributes real value to the company. Round table on: The board of directors: the role of the board chairman and board secretary. Selection of directors, their responsibilities and duties, compensation and evaluation at listed companies. Organized by Instituto San Telmo (May 21, 2013). Meetings in Madrid. Round table on: Internationalization of the legal profession. The global lawyer. Organized by the Madrid Bar Association (March 26, 2013). The judiciary in the 21st century. Presentation of the seminar organized by Garrigues (April 22, 2013). The immediate future of shareholders meetings at listed companies and the main regulatory changes pending in the area of corporate governance. Round table on: The immediate future of shareholders meetings at listed companies. Organized by Centro de Gobierno Corporativo (April 16, 2013). Inauguration and launch of Foro de Empresas por Madrid. Words in representation of the business sector. Organized by Madrid Municipal Council (April 10, 2013). New regulatory developments for entities supervised by the CNMV. Presentation and moderator of the seminar. Organized by Garrigues (April 9, 2013). Iberdrola Legal Committee. Talk on The Iberdrola Group s compliance management system. Organized by Iberdrola (February 21, 2013). Future of the profession of lawyer. Organized by Esade (January 31, 2013). International Honors Program: Ethics and Humanities for global citizenship. International Honors Program: training the global lawyer. Welcome and closing speech. Organized by Garrigues and Instituto Tecnológico de Monterrey (January 28, 2013). 2012: Regulatory Technique. Inauguration of the seminar. Organized by ICADE (December 17, 2012). Justice in Spain. Welcome address. Organized by Foro ABC, Deloitte and Garrigues (December 11, 2012). The impact of social networks on shareholders meetings. Organized by Fide (November 22, 2012). 13th sustainability and environment awards. Award ceremony. Organized by Expansión, Garrigues Medio Ambiente and Wolters Kluwer (November 21, 2012). Executive Master s Degree in Business Law. Closing address. Organized by Centro de Estudios Garrigues (November 12, 2012). Inauguration of the academic year. Presentation of Mario Alonso Puig and closing address. Organized by Centro de Estudios Garrigues (November 5, 2012). Banco Santander legal training program. Inaugural session on Case law criteria in relation to the marketing of complex financial instruments. Organized by Banco Santander (October 23, 2012). Presentation of Doing Business in Spain Organized by Invest in Spain and Garrigues (October 10, 2012). Dialog on the current situation and trends in corporate social responsibility. Welcome and opening address. Organized by Garrigues and the Madrid Bar Association (October 10, 2012). Garrigues-ICADE Chair for the Modernization of Corporate Law. Lecture on: The Law on Structural Modifications: a technically flawed piece of legislation. Organized by Garrigues and ICADE (June 28, 2012). Reform of the Code of Ethics. Organized by Iberdrola (June 19, 2012). Relationships between hotel managers and owners in the current economic context. Presentation of the Seminar. Organized by Cehat, Irea and Garrigues (May 31, 2012). Senior management of leading institutions and companies program (ADEL). Lecture on The legal reforms in Spain and their effects on companies. Organized by Instituto San Telmo in Málaga (May 16, 2012). The impact of Government reforms on companies. Organized by Fundación Antares in Seville (May 10, 2012). International Honors Program: Ethics and Humanities for global citizenship. Training the global lawyer. Closing speech. Organized by Centro de Estudios Garrigues y Tecnológico de Monterrey (May 9, 2012). 2011: Presentation of the Garrigues-ICADE Chair for the Modernization of Corporate Law. Organized by Garrigues and ICADE (November 22, 2011).

4 Presentation of the ICADE 50th Anniversary book. Organized by ICADE (November 10, 2011). Capital Companies Law Program. Lecture on The Capital Companies Law: an Introduction. Organized by the CNMV (October 2011). Speech at the closing of the academic year. Organized by Centro de Estudios Garrigues (July 11, 2011). 2010: ICADE 25th Anniversary event. Organized by ICADE (June 11, 2010). Establishment and development of investment in China. Opening of the event. Organized by Madrid Municipal Council (April 19, 2010). Closing of the academic year. Presentation of Antonio Vázquez. Organized by Centro de Estudios Garrigues (April 16, 2010). Opening speech at Ministry of Justice dinner. Organized by Círculo de Confianza (April 14, 2010). 2009: Banco Santander legal training program. Round table on Corporate Social Responsibility. Organized by Banco Santander (November 24, 2009). Impact on the private equity sector of the Law on Structural Modifications to Commercial Companies. Introduction and new developments. Organized by Garrigues and Ascri (November 10, 2009). New legislation on business restructurings. Consequences of the approval of the Law on Structural Modifications to Commercial Companies. Lecture on: Spin-off of commercial companies under the new legislation. How to reorganize the business as a strategy before or after a sale. Organized by Ifaes (October 7, 2009). Banco Santander legal training program. Round table on New rules on structural modifications to commercial companies: corporate restructuring directive. Organized by Banco Santander (March 17, 2009). 2008: Forum on business measures to combat the crisis: the new Insolvency Law. Organized by ICADE (October 28, 2008). Corporate Governance. Special session on New models for notification of significant holdings. Organized by iir España (July 25-27, 2008). Banco Santander legal training program. Round table on The new legal regime for public offerings of securities. Organized by Banco Santander (May 6, 2008). New regulatory developments for entities supervised by the CNMV. Opening of the seminar. Organized by Garrigues (February 26, 2008). 2007: Banco Santander legal training program. Round table on Theoretical aspects of MIFID. Organized by Banco Santander (December 11 and 18, 2007). The new tender offer legislation. Lecture on Recognition of the concepts of squeeze out and sell out (November 21 and 22, 2007). Telefónica Latin America lawyer program (PATL). Lecture on The new legal regime for public offerings of securities. Organized by Telefónica (October 9, 2007). Banco Santander legal training program. Lecture on Bylaw-stipulated anti-takeover measures. Abuse of shareholder rights. Organized by Banco Santander (July 19, 2007). Shareholder Agreements. Lecture on Dividend distribution clauses. Organized by Ifaes (June 26 and 27, 2007). Related-Party Transactions. Lecture on Legislation on reporting and documentation of related-party transactions. Analysis of the legislation in force. Organized by iir España (June 4, 2007). Drafting and design of the clauses of shareholder agreements for good governance. Lecture on: How to enforce shareholder agreements in the event of breach and the potential penalties. Organized by iir España (May 10, 2007). Banco Santander legal training program. Lecture on Corporate governance and Directive 2004/39/EC on markets in financial instruments. Organized by Banco Santander (April 14, 2007). New Design and Drafting of the Annual Corporate Governance Report. Lecture on How to prepare the information on related-party transactions to the including in the good governance report. Organized by iir España (March 29, 2007). Reform of the legal regime for public offerings of securities. Round table on Majorities and minorities. Organized by Asociación Española de Accionistas Minoritarios de Empresas Cotizadas (March 5, 2007). Drafting and design of the clauses of shareholder agreements for good governance. Lecture on: How to establish the content of clauses regulating changes to the distribution of capital. Organized by iir España (January 31, 2007). 2006: Future impact of the new tender offer law. Lecture on: Analysis of the transposition of Directive 2004/25/EC on takeover bids into Spanish law through the new tender offer law. Current status of the application of the Directive on takeover bids. Organized by Recoletos (November 2, 2006). 2005: Transparency: an essential element in order to assess the excellence of a company. Round table. Organized by Foro de empresas de mediana capitalización (July 6 and 7, 2005). 1st financial forum on expomanagement. Round table on: Risks and opportunities in corporate mergers and acquisitions. Organized by Fundación CIFF (May 12, 2005). Development of private equity. Diversification strategy and alternative to stock market or real estate investment. Case study: The acquisition of a listed company by private equity funds and its delisting. Organized by IFE (May 11, 2005). Transparency and Corporate Governance. Round table on: Compensation of directors and senior executives. Organized by ICADE (April 27, 2005).

5 New legal framework for financial reporting. Organized by Telefónica (March 30, 2005). EU and international audit standards. Lecture on Functions and responsibilities of the Audit Committee. Organized by Ifaes (March 21 and 22, 2005). Project Finance. Financing of projects and infrastructure. Lecture on Contractual structure: information memorandum and construction contract. Organized by Instituto de Empresa (March 2 and 3, 2005). 2004: Discover the advantages of setting up as a European public limited-liability company. A new corporate model that will enable you to take advantage of business opportunities offered by the internal market. Lecture on What are the requirements to set up a European public limited-liability company? Organized by Recoletos (November 2 and 3, 2004). Financial law seminar. Lecture on: From the Aldama Report to Law 26/2003 on the transparency of listed companies. Organized by Universidad Complutense de Madrid and Universidad Antonio de Nebrija (May 5 and 6, 2004). The new transparency of listed companies. Round table on: The new responsibilities of directors: liability, fiduciary duties, related-party transactions, remuneration. Organized by ICADE (April 14, 2004). 2003: The reform of company law. Round table on: Main new features under Law 26/2003 on the Securities Market Law and on the Corporations Law. Organized by IFE (November 19, 2003). Telefónica in-house training. Lecture on: Practical issues regarding the preparation of shareholders meetings. Organized by Telefónica (May 20, 2003). 7th industry meeting: the challenges of savings banks. The Law on measures to reform the Financial System and its effect on savings banks. Lecture on: Regulation of the equity units of savings banks. Organized by IFE (April 22, 2003). Good corporate governance. Current situation and outlook. The Aldama Report. Lecture on: Market and Investor Protection: the shareholders meeting. Organized by APD (January 2003). 2002: Seminar on the reform of the Audit Law. Lecture on: The system of infringements and penalties following the reform of the Audit Law. Organized by Centro de Estudios Financieros (November 20, 2002). The new Law on measures to reform the Financial System. Organized by APD (April 9, 2002). The Law on measures to reform the Financial System. New features and the practical effects on companies. Lecture on: Problems that may arise from use of the information: measures introduced by the law to protect investors. Organized by IFE (April 10, 2002). The construction of the European Union and its impact on Spanish companies. Future trends. Lecture on: The European Company. Organized by APD and Garrigues (June 3, 2002). 2001: The new Law on measures to reform the Financial System. Analysis and study of the draft bill. Lecture on: New features of the financial system. Organized by APD and Garrigues (June 28, 2001). Chinese walls. Seminar on the draft bill on measures to reform the Financial System. Organized by Garrigues (May 10, 2001). 2000: Workshop on how to develop an appropriate strategy to sell insurance on the internet. Lecture on: Legal aspects of selling insurance over the internet. Organized by IFE (September 21, 2000). Financial services over the internet. Potential of the web as a channel for the financial industry. Lecture on: Types of internet banking agreement and their characteristics. Organized by IFE (May 24 and 25, 2000). Group of Companies. Seminar organized by Repsol (May 2000). 8th meeting of the insurance sector. Spanish insurance, new expectations. Moderator of the talk on Alliances and concentrations in the insurance industry. Organized by Cinco Días and Arthur Andersen (April 27, 2000). 1998: Cards 98. Seminar on: Legal aspects of electronic transactions based on payment cards. Organized by Ciss Especial Directivos (November 4 and 5, 1998). Investor Protection Measures: Investment Guarantee Funds. Seminar organized by APD, Garrigues and Andersen. Memberships: Corresponding member of the Royal Academy of Jurisprudence and Legislation since Member of the Advisory Board of proyecto Cre100do since Trustee of Fundación de Estudios Financieros, Fundación Create, Fundación Garrigues and Fundación Pro Real Academia de Jurisprudencia y Legislación. Patron of the Foundation of the Princess of Asturias Foundation. Member of the Advisory Council of Revista de Derecho de Mercado de Valores since Member of the Center for Legal Research, Development and Innovation for Latin America (Group of 100), Instituto Tecnológico de Monterrey (Mexico), since Member of the Advisory Council of Club Empresarial ICADE since Second Deputy Chairman of the Madrid Business Forum, from April 2013 to December 31, Professional Membership:

6 Madrid Bar Association. Awards and accolades: The most important international directories have singled out Fernando Vives as one of the most prestigious lawyers in Spain in various categories. 2015: IFLR Spain, 2015 Edition Capital Markets - Leading Lawyer Mergers and Acquisitions - Leading Lawyer 2014: Forbes Magazine: named most influential lawyer in Spain The Legal 500 Leading Individual: Corporate & M&A Leading Individual: Capital Markets Who s Who Legal Mergers & Acquisitions Euromoney Expert Guides 2014 Banking & Finance and Transactional Law: Mergers & Acquisitions Banking & Finance and Transactional Law: Corporate Governance Banking & Finance and Transactional Law: Structured Finance and Securitisation Banking & Finance and Transactional Law: Private Equity Best Lawyers in Spain, 2014 Edition Capital Markets Corporate M&A Insurance Private Equity Chambers Europe Spain 2014 Corporate & M&A - Band 1 "He's among the best lawyers in Spain. It's rare to meet a managing partner who works so closely with the client and is so present on the deals. Another source adds: "He's one of the top corporate lawyers in Spain. He's business-focused and always finds solutions". Private Equity - Band 2 Managing Partner Fernando Vives maintains a strong presence in the market and is skilled in the key areas of banking, corporate and finance law. He comes highly recommended by clients who describe him as "An extraordinary lawyer, one of the best in Spain". Chambers Global. Spain 2014 Edition Corporate & M&A - Band 1: "He's among the best lawyers in Spain. It's rare to meet a managing partner who works so closely with the client and is so present on the deals. Another source adds: "He's one of the top corporate lawyers in Spain. He's business-focused and always finds solutions". IFLR Spain, 2014 Edition Capital Markets - Leading Lawyer Mergers and Acquisitions - Leading Lawyer 2013: The Legal 500 Leading Individual in Corporate & M&A Who s Who Legal Mergers & Acquisitions

7 Euromoney Expert Guides 2013 Banking & Finance and Transactional Law: Mergers & Acquisitions Banking & Finance and Transactional Law: Corporate Governance Banking & Finance and Transactional Law: Structured Finance and Securitisation Banking & Finance and Transactional Law: Private Equity Best Lawyers in Spain, 2013 Edition Capital Markets Corporate M&A Insurance Private Equity Chambers Europe Spain 2013 Corporate & M&A - Band 1 "One of the top names in the market for M&A work" Private Equity Band 1 "A fantastic lawyer, great for structuring" Chambers Global Spain 2013 Corporate & M&A Band 1 "One of the top names in the market for M&A work" International Law Office - The leading lawyers and law firms for client service 2013 Client Choice Award Individual Winner in the General Corporate in Spain category European Legal Experts 2013 Banking & Finance. Leading Lawyer IFLR Spain, 2013 Edition 2012: Best Lawyers in Spain, 2012 Edition Corporate M&A. Leading Lawyer Insurance. Leading Lawyer Private Equity. Leading Lawyer Chambers Europe. Spain 2012 Managing partner Fernando Vives receives warm praise from source, who refer to him as an extraordinarily robust corporate lawyer who commands great respect. He recently led the team advising BBVA on its Eur 5.06 billion acquisition of part of the share capital of Turkish bank Turkiye Garanti Bankasi. Private Equity. Band 1. Managing partner Fernando Vives continues to impress market observers, who report that «he has a very broad practice, is well known, and an excellent lawyer. Chambers Global. Spain 2012 Edition Managing partner Fernando Vives continues to impress market observers, who report that «he has a very broad practice, is well known, and an excellent lawyer. Euromoney Expert Guides 2012 Structured Finance & Securitisation Lawyer. Expert Lawyer European Legal 2012 Banking & Finance. Leading Lawyer IFLR Spain, 2012 Edition

8 2011: Best Lawyers in Spain, 2011 Edition Corporate M&A. Lawyer of the Year 2011 Insurance. Leading Lawyer Private Equity. Leading Lawyer Chambers Europe. Spain, 2011 Edition "Fernando Vives is widely considered to be one of the best M&A lawyers in the country. He has taken part in most of the most significant deals in recent Spanish history" Private Equity. Band 1. "Fernando Vives who reportedly organizes excellent teams, is always available and truly understands the sector". Chamber Global. Spain, 2011 Edition "Fernando Vives is the firm's managing partner but he continues to play an active role in transactions. Clients hail him as one of the best corporate finance lawyers in Spain and a real reference in M&A". IFLR Spain, 2011 Edition International Who s Who of Business Lawyers. Spain, 2011 Edition Mergers & Acquisitions. Leading Lawyer 2010 Best Lawyers in Spain, 2010 Edition Corporate M&A. Leading Lawyer Insurance. Leading Lawyer Private Equity. Leading Lawyer Chambers Europe. Spain, 2010 Edition "Fernando Vives is head of the commercial law section and universally admired". Private Equity. Band 1. "Fernando Vives, whose years of experience, incredible knowledge of the private equity field, common sense, brilliant negotiation skills and amazing capacity of work" Chamber Global. Spain, 2010 Edition "Fernando Vives is head of the commercial law section and universally admired". IFLR Spain, 2010 Edition Euromoney Expert Guides. Spain, 2010 Edition Insurance and Reinsurance. Expert Lawyer Corporate Governance. Expert Lawyer Private Equity. Expert Lawyer Mergers & Acquisitions. Expert Lawyers PLC Which Lawyer? Spain, 2010 Edition Insurance. Leading Lawyer Private Equity: buyouts. Leading Lawyer Formação Académica

9 Doctor of Law (Cum Laude), Universidad Pontificia Comillas (ICADE), Doctoral thesis: Validity of LBOs under Spanish Law, awarded the José María Ramón San Pedro prize by Universidad Pontificia de Comillas (ICADE) for the best doctoral thesis on issues relating to Business Economics and Law, Degree in Economics and Business Studies, Universidad Pontificia Comillas (ICADE), Degree in Law, Universidad Pontificia Comillas (ICADE), Publicações Fernando Vives has authored a great number of publications, including most notably the following: Books published as author: The challenging of corporate resolutions in the reform of corporate/commercial legislation (*). Real Academia de Jurisprudencia y Legislación, The preemptive subscription right and its disapplication at listed companies (*) in collaboration with Álvaro López-Jorrín. Revista de Derecho del Mercado de Valores, Public-to-private deals under Spanish tender offer rules (*). Aranzadi, Collective works edited/coordinated: Commercial Law Practice for Lawyers (*). La Ley: 2013, 2012, 2011, 2010 and Foundations of business law, Volume I (*) ICADE, 1st edition 2012 and 2nd edition Legal framework for business control transactions (*). Co-editor. Fundación de Estudios Financieros, Half a century of collective investment in Spain (*). Fundación INVERCO, The listed company (*). Co-editor. Marcial Pons, Articles in collective works: Free trade treaties and the creation of the Pacific alliance (*) for the collective work Legal Handbook for Engineers (*) La Ley, Meaning of the proposed reform in the Study by the Expert Committee on Corporate Governance (*) for the collective work Comments on the reform of the shareholders meeting regime in the reform of good corporate governance (*). Thomson, Issue of ultimately convertible perpetual instruments (COCOs) by Spanish Financial Institutions (*) together with Álvaro López-Jorrín for the collective work Commercial Law Practice for Lawyers, 2014 (*). La Ley, Cuadernos de Energía: a decade of satisfaction (*) for the collective work 10th Anniversary of Cuadernos de Energía (*). Club Español de la Energía, Legal certainty and economic development (*) for the collective work Spain: growing in the new global economy (*), Papeles de la Fundación. Fundación de Estudios Financieros, Reform of investor protection instruments for financial products (*) for the collective work Legal Handbook for Engineers, La Ley, Maximization of an insurance portfolio through a reinsurance quota share (*) together with Álvaro López-Jorrín for the collective work Commercial Law Practice for Lawyers, 2013 (*). La Ley, Financial Statements and the appropriation of income or loss (*) and Structural modifications to companies (*) for the collective work Fundamentals of Business Law, Volume II (*). ICADE, 1st edition 2011 and 2nd edition Insolvency manager reports (*) for the collective work Foundations of Business Law, Volume IV (*). ICADE, 1st edition 2012 and 2nd edition Payment of checks and bills of exchange (*) for the collective work Foundations of Business Law, Volume III (*). ICADE, The merger of Iberia, Líneas Aéreas de España, S.A. and British Airways Plc (Iberia s perspective) (*) for the collective work Commercial Law Yearbook 2011 (*). La Ley, The corporate control market (*) for the collective work Legal Handbook for Engineers (*). La Ley, Accounting law (*) and The Commercial Registry (*) for the collective work Fundamentals of Business Law, Volume I (*). ICADE, 1st edition 2010 and 2nd edition The sale of control of Itínere Infraestructuras, S.A.: contractual aspects (*) for the collective work Commercial Law Yearbook 2010 (*). La Ley, Overcoming business risk (*) together with Gonzalo García-Fuertes for the collective work Business distress and formal Insolvency: Legal Commentaries (*). Garrigues - Thomson Reuters, Special regime applicable to the insolvency of financial institutions and to certain transactions in which they take part (*) for the collective work Tribute to Adolfo Ruíz de Velasco (*). ICADE, Evolution of the various Draft Community Directives until Directive 2004/25/EC and Royal Decree 1066/2007 (*) for the collective work The new legislation on tender offers in Spain. An assessment of Royal Decree 1066/2007 one year after its entry into force (*). Fundación de Estudios Bursátiles y Financieros, The tender offer for shares in Altadis, S.A.: Search for competitive offers and due diligence (*) for the collective work Commercial Law Yearbook 2009 (*). La Ley, The shareholders meeting and voting proxies (*) for the collective work Legal Handbook for Engineers (*). La Ley, Legal framework for business control transactions (*) together with Daniel Parejo for the collective work The role of public institutions in national and transnational control transactions (*). Fundación de Estudios Financieros, Accounting and Accounts Receivable (*) and Special Regime Applicable to the Formal Insolvency of Credit Institutions, Investment Services Firms and Insurance Companies (*) for the collective work Comments on the Insolvency Law (*). Marcial Pons, Accounting Law in the 20th Century (*) for the collective work Spanish Law in the 20th Century (*). Marcial Pons, 2000.

10 Articles in journals or other periodic publications: Spanish capital markets: on science and art. Chambers Spain, Legislative improvements in : a year at the movies. IFLR, The Law on Structural Modifications (*) together with Arnau Tapias, for legal analysis review InDret Proposed legislative reform in the Study by the Corporate Governance Expert Committee II (*). El Notario del Siglo XXI, Proposed legislative reform in the Study by the Corporate Governance Expert Committee I (*). El Notario del Siglo XXI, The patient Spanish patient. Chambers Spain, Spain: an introduction. Chambers Spain, Spain: on a fixed course for change. Legal Business, Mergers & Acquisition Overview. Global Legal Insights, Crisis highlights a profession already in flux. Iberian Lawyer, Dark clouds, Chambers Spain Country overview Chambers, Winning the lawsuit is well and good, but getting the debt repaid is better. Legal Week, Banking reform in the right direction (*) Expansión, The International Comparative Legal Guide to: Mergers & Acquisitions 2012 together with Rafael González-Gallarza. Global Legal Group, Changes in the regime governing restrictions on voting rights at Spanish listed companies, The Legal 500, Protection mechanisms for shareholders and creditors under Law 3/2009 on structural modifications (*) for the collective work ICADE Special 50th Anniversary (*). Economía, ICADE, Mergers & Acquisitions Overview, Global Legal Insights, Spanish Government s overhaul of savings bank law set to speed industry shake-up, Legal Week, What we did on our August vacation new corporate legislation, IFLR 1000, On the move again, Chambers Spain Country Overview Chambers, Changing times, IFLR 1000, A little democracy, Legal Week, International Comparative Legal Guide to: Mergers & Acquisitions 2010, together with Rafael González-Gallarza. Global Legal Group, Not everything is doom and gloom, Chambers Spain Country Overview Chambers, Mergers and Acquisitions law firm of the year. ACQ Magazine, Global Joint Venture Agreements. Corporate INTL, A milestone for company reorganisation law. IFLR 1000, International Comparative Legal Guide to: corporate governance Global Legal Group, International Comparative Legal Guide to: Mergers & Acquisitions Global Legal Group, The Unified Code: an assessment (*). Ser Responsible, New draft legislation on corporate modifications, IFLR 1000, The justification for delisting tender offers. An economic analysis (*). Revista del Mercado de Valores, issue 3, International Comparative Legal Guide to: Corporate Governance Global Legal Group, The Spanish M&A market: in the beginning of a tunnel? Financier Worldwide Magazine, The roles of regulation, IFLR 1000, A busy M&A market with challenges ahead, IFLR 1000, Spain: Open and honest, Legal Week, Regulated information under new Spanish legislation in relation to securities markets, Financier Worldwide Magazine, Past, present and future of corporate governance in Spain, IFLR 1000, Corporate Governance and Directors Duties, Practical Law, Handbook on Corporate Governance, International Comparative Legal Guide to: Mergers & Acquisitions 2007, Global Legal Group, Lawyers in the context of the Conthe Code (*). La Tribuna, Cross-border conflicts solved by domestic law, IFLR, New mechanisms for participation in shareholders meetings: remote voting (*). El País, The European public limited-liability company (*). Moneda Única, Free movement of capital and services (*). Expansión, Shareholders meetings: all show? (*). El País, An instrument of supervision and control (*). El País, Independent directors. An institution to be developed (*). El País, Private Equity in Spain together with Rafael González Gallarza, Chambers, Board organization (*). El País, Tender offers and anti-takeover measures (*). El País, Corporate Governance and Regulatory Risk, CSR Guide, CyWorks, Spain has a new regulation creating more transparency in corporate governance, The Lawyer, : a singularly important year in the reform of Spanish commercial legislation. Market transparency (*). Anuario Intereconomía, (*) Originally written in Spanish. See Spanish version of CV for original titles.