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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20‑F
(Mark REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
One)☐
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from to
Commission file number: 001‑37668

Ferroglobe PLC
(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

2nd Floor West Wing, Lansdowne House, 57 Berkeley Square

London W1J 6ER, United Kingdom
+44‑(0)203‑129‑2420
(Address of principal executive offices)

Joseph Ragan Chief Financial Officer and Principal Accounting Officer

2nd Floor West Wing, Lansdowne House, 57 Berkeley Square
London W1J 6ER, United Kingdom
+44‑(0)203‑129‑2420
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each class Name of each exchange on which registered
Ordinary Shares (nominal value of $0.01) NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary Shares (nominal value of $0.01) 171,976,731

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No
☒
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐
Emerging growth company☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐
by the International Accounting Standards Board ☒
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS 1

PART I 5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5
ITEM 3. KEY INFORMATION 5
ITEM 4. INFORMATION ON THE COMPANY 36
ITEM 4A. UNRESOLVED STAFF COMMENTS 62
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 62
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 87
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 103
ITEM 8. FINANCIAL INFORMATION 109
ITEM 9. THE OFFER AND LISTING 112
ITEM 10. ADDITIONAL INFORMATION 113
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 128
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES. 132
PART II 133
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES. 133
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS. 133
ITEM 15. CONTROLS AND PROCEDURES. 133
ITEM 16. [RESERVED] 136
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT. 136
ITEM 16B. CODE OF ETHICS. 136
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 136
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES. 137
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. 137
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT. 137
ITEM 16G. CORPORATE GOVERNANCE. 137
ITEM 16H. MINE SAFETY DISCLOSURE 138
PART III 139
ITEM 17. FINANCIAL STATEMENTS. 139
ITEM 18. FINANCIAL STATEMENTS. 139
ITEM 19. EXHIBITS. 139
 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This annual report includes statements that are, or may be deemed to be, forward-looking statements within the meaning of
the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all
statements other than statements of historical facts contained in this annual report, including, without limitation, those
regarding our future financial position and results of operations, our strategy, plans, objectives, goals and targets, future
developments in the markets in which we operate or are seeking to operate or anticipated regulatory changes in the markets
in which we operate or intend to operate. These statements are often, but not always, made through the use of words or
phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict(s),”
“will,” “expect(s),” “estimate(s),” “project(s),” “positioned,” “strategy,” “outlook,” “aim,” “assume,” “continue,” “forecast,”
“guidance,” “projected,” “risk” and similar expressions.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance
and are based on numerous assumptions. Our actual results of operations, financial condition and the development of events
may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements.
Investors should read the section entitled “Item 3.D.—Key Information—Risk Factors” and the description of our segments
in the section entitled “Item 4.B.—Information on the Company—Business Overview” for a more complete discussion of the
factors that could affect us. All such forward-looking statements involve estimates and assumptions that are subject to risks,
uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements.
Among the key factors that could cause actual results to differ materially from those projected in the forward-looking
statements are the following:

· the outcomes of pending or potential litigation;

· operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may be greater than expected;
· the retention of certain key employees may be difficult;

· intense competition and expected increased competition in the future;

· our ability to adapt services to changes in technology or the marketplace;

· our ability to maintain and grow relationships with customers and clients;

· the historic cyclicality of the metals industry and the attendant swings in market price and demand;

· increases in energy costs and the effect on costs of production;

· energy prices, disruptions in the supply of power and changes in governmental regulation of the power sector;

· availability of raw materials or transportation;

· the cost of raw material inputs and the ability to pass along those costs to customers;

· costs associated with labor disputes and stoppages;

· our ability to maintain our liquidity and to generate sufficient cash to service indebtedness;

· integration and development of prior and future acquisitions, and the ability to realize anticipated benefits of the
Business Combination;
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· our ability to effectively implement strategic initiatives and actions taken to increase sales growth;

· our ability to compete successfully;

· the availability and cost of maintaining adequate levels of insurance;

· our ability to protect trade secrets or maintain their trademarks and other intellectual property;

· equipment failures, delays in deliveries or catastrophic loss at any of our manufacturing facilities, which may not be
covered under any insurance policy;

· exchange rate fluctuations;

· changes in laws protecting U.S., Canadian and European Union companies from unfair foreign competition
(including antidumping and countervailing duty orders and laws) or the measures currently in place or expected to
be imposed under those laws;

· compliance with, or potential liability under, environmental, health and safety laws and regulations (and changes in
such laws and regulations, including in their enforcement or interpretation);

· risks from international operations, such as foreign exchange, tariff, tax, inflation, increased costs, political risks and
their ability to expand in certain international markets;

· risks associated with mining operations, metals manufacturing and smelting activities;

· our ability to manage price and operational risks including industrial accidents and natural disasters;

· our ability to acquire or renew permits and approvals;

· potential losses due to immediate cancellations of service contracts;

· risks associated with potential unionization of employees or work stoppages that could adversely affect our
operations;

· changes in tax laws (including under applicable tax treaties) and regulations or to the interpretation of such tax laws
or regulations by the governmental authorities;

· changes in general economic, business and political conditions, including changes in the financial markets;

· risks related to our capital structure; and

· risks related to our ordinary shares.

These and other factors are more fully discussed in the “Item 3.D.—Key Information—Risk Factors” and “Item 4.B.—
Information on the Company—Business Overview” sections and elsewhere in this annual report.

The risks set forth in the “Item 3.D.—Key Information—Risk Factors” section are not exhaustive. Other sections of this
annual report describe additional factors that could adversely affect our business, financial condition or results of operations.
Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time
and it is not possible for us to predict or list all such risks, nor can we assess the impact of all possible risks on our business or
the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained,
or implied by, in any forward-looking statements.

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The forward-looking statements made in this annual report relate only to events or information as of the date on which the
statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly
any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the
statements are made or to reflect the occurrence of unanticipated events. You should read this annual report and the
documents that we reference in this annual report and have filed as exhibits to this annual report, completely and with the
understanding that our actual future results or performance may be materially different from what we expect.

CURRENCY PRESENTATION AND DEFINITIONS

In this annual report, references to “$,” “US$” and “U.S. Dollars” are to the lawful currency of the United States of America,
references to “Euro” and “€” are to the single currency adopted by participating member states of the European Union
relating to Economic and Monetary Union and references to “Pound Sterling” and “£” are to the lawful currency of the
United Kingdom.

Unless otherwise specified or the context requires otherwise, all financial information for the Company, FerroAtlántica and
Globe provided in this annual report is denominated in U.S. Dollars.

Definitions

Unless otherwise specified or the context requires otherwise in this annual report:

· the terms (1) “we,” “us,” “our,” “Company,” “Ferroglobe,” and “our business” refer to Ferroglobe PLC and its
subsidiaries, Globe Specialty Metals, Inc. (“Globe”) and its consolidated subsidiaries and Grupo FerroAtlántica,
S.A.U. (“FerroAtlántica”) and its consolidated subsidiaries; (2) “Globe” refers solely to Globe Specialty Metals, Inc.
and its consolidated subsidiaries and (3) “FerroAtlántica” or the “FerroAtlántica Group” refers solely to
FerroAtlántica and its consolidated subsidiaries;

· “Amended Revolving Credit Facility” refers to the revolving credit facility previously available pursuant to the
Amended Revolving Credit Facility Agreement;

· “Amended Revolving Credit Facility Agreement” refers to the Old Revolving Credit Facility Agreement as amended
on or about February 15, 2017 by the Revolving Credit Facility Amendment;

· “Borrower” refers to Ferroglobe PLC as borrower under the New Revolving Credit Facility;

· “Business Combination” refers to the business combination of Globe and FerroAtlántica as wholly-owned
subsidiaries of Ferroglobe PLC on December 23, 2015;

· “Class A Ordinary Shares” refers to share capital issued in connection with the Business Combination, which has
subsequently been converted into ordinary shares of Ferroglobe PLC as a result of the distribution of beneficial
interest units in the Ferroglobe Representation and Warranty Insurance Trust to certain Ferroglobe PLC shareholders
on November 18, 2016;

· “Consolidated Financial Statements” refers to the audited consolidated financial statements of Ferroglobe PLC and
its subsidiaries as of December 31, 2017 and December 31, 2016 and for each of the years ended December 31, 2017,
2016 and 2015, including the related notes thereto, prepared in accordance with IFRS (as such terms are defined
herein);

· “hectares” refers to a land area of 10,000 square meters or approximately 2.47 acres;

· “IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards
Board;

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· “Indenture” refers to the indenture, dated as of February 15, 2017, among Ferroglobe PLC and Globe as co-issuers,
certain subsidiaries of Ferroglobe PLC as guarantors, and Wilmington Trust, National Association as trustee,
registrar, transfer agent and paying agent;

· “New Revolving Credit Facility” refers to the revolving credit facility available pursuant to the New Revolving
Credit Facility Agreement;

· “New Revolving Credit Facility Agreement” refers to the credit agreement, dated as of February 27, 2018, among
Ferroglobe PLC, as Borrower, certain subsidiaries of Ferroglobe PLC from time to time party thereto as guarantors,
the financial institutions from time to time party thereto as lenders, PNC Bank, National Association, as
administrative agent, issuing lender and swing loan lender, PNC Capital Markets LLC, Citizens Bank, National
Association and BMO Capital Markets Corp., as joint legal arrangers and bookrunners, Citizens Bank, National
Association, as syndication agent, and BMO Capital Markets Corp., as documentation agent, as amended from time
to time;

· “Notes” refer to the $350,000,000 aggregate principal amount of Senior Notes due 2022;

· “Old Revolving Credit Facility Agreement” refers to the credit agreement, dated as of August 20, 2013, among
Globe, certain subsidiaries of Globe from time to time as co-borrowers thereunder, the financial institutions from
time to time party thereto as lenders, PNC Bank National Association and Wells Fargo Bank, National Association,
as syndication agents for lenders, BBVA Compass Bank, as documentation agent, and Citizens Bank of
Pennsylvania, as administrative agent for lenders, which has been replaced by the New Revolving Credit Facility
Agreement;

· “Predecessor” refers to FerroAtlántica for all periods prior to the Business Combination;

· “Revolving Credit Facility Amendment” refers to the Third Amendment to the Old Revolving Credit Facility
Agreement, among, inter alios, Ferroglobe PLC and Globe as co-borrowers, the subsidiary guarantors party thereto,
the financial institutions party thereto as lenders and Citizens Bank of Pennsylvania as administrative agent;

· “shares” or “ordinary shares” refer to the authorized share capital of Ferroglobe PLC;

· “tons” refer to metric tons (approximately 2,204.6 pounds or 1.1 short tons);

· “U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended; and

· “U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended.

PRESENTATION OF FINANCIAL INFORMATION

The selected financial information as of December 31, 2017 and December 31, 2016 and for the years ended December 31,
2017, 2016 and 2015 is derived from our Consolidated Financial Statements, which are included elsewhere in this annual
report and which are prepared in accordance with IFRS. The selected financial information as of December 31, 2015 and as of
and for the years ended December 31, 2014 and 2013 is derived from our (or FerroAtlántica’s) audited consolidated financial
statements and related notes for the years ended December 31, 2015, 2014 and 2013, which are not included in this annual
report.

Certain numerical figures set out in this annual report, including financial data presented in millions or thousands
and percentages describing market shares, have been subject to rounding adjustments, and, as a result, the totals of the data in
this annual report may vary slightly from the actual arithmetic totals of such information. Percentages and amounts reflecting
changes over time periods relating to financial and other data set forth in “Item 5.—Operating and Financial Review and
Prospects” are calculated using the numerical data in our Consolidated Financial Statements or the tabular presentation of
other data (subject to rounding) contained in this annual report, as applicable, and not using the numerical data in the
narrative description thereof.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

The following tables present selected consolidated financial and business level information for Ferroglobe as of and for
the years ended December 31, 2017, 2016 and 2015 and, its predecessor, FerroAtlántica, as of and for the years ended
December 31, 2014 and 2013.

The selected financial information as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and
2015 is derived from our Consolidated Financial Statements, prepared in accordance with IFRS, which are included
elsewhere in this annual report. The selected financial information as of December 31, 2015 and as of and for the years ended
December 31, 2014 and 2013 is derived from our (or FerroAtlántica’s) audited consolidated financial statements and related
notes for the years ended December 31, 2015, 2014 and 2013, which are not included elsewhere in this annual report.

The selected consolidated financial information as of and for the years ended December 31, 2017, 2016, 2015, 2014 and
2013 is not intended to be an indicator of our financial condition or results of operations in the future. You should review
such selected consolidated financial information together with our Consolidated Financial Statements, included elsewhere in
this annual report.

Ferroglobe was formed with the consummation of the Business Combination on December 23, 2015. FerroAtlántica is the
Company’s “Predecessor” for accounting purposes. Therefore, the results of Ferroglobe for the 2015 fiscal year were
composed of the results of:

· Ferroglobe PLC for the period beginning February 5, 2015 (inception of the entity) and ended December 31, 2015;

· FerroAtlántica, the Company’s “Predecessor,” for the year ended December 31, 2015; and

· Globe for the eight-day period ended December 31, 2015.

The data and results of fiscal years prior to 2015 correspond exclusively to the Predecessor, FerroAtlántica, unless otherwise
expressly stated.

The statement of financial position reflects the balance sheet of the Company as of December 31, 2017, 2016 and 2015. The
statement of financial position for fiscal years prior to 2015 corresponds exclusively to the balance sheets of the Predecessor,
FerroAtlántica.

The following tables should be read in conjunction with “Item 5.A.—Operating and Financial Review and Prospects—
Operating Results,” and our Consolidated Financial Statements included elsewhere in this annual report.

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Consolidated Income Statement Data

Year ended December 31,

($ thousands) 2017 2016 2015 (2) 2014 (1) 2013 (1)
Sales 1,741,693 1,576,037 1,316,590 1,466,304 1,463,878
Cost of sales (1,043,395) (1,043,412) (818,736) (889,561) (910,892)
Other operating income 18,199 26,215 15,751 6,891 36,904
Staff costs (301,963) (296,399) (205,869) (218,043) (217,527)
Other operating expense (239,926) (243,946) (200,296) (165,491) (197,670)
Depreciation and amortization charges, operating
allowances and write-downs (104,529) (125,677) (67,050) (74,752) (79,103)
Operating profit (loss) before impairment losses,
net gains/losses due to changes in the value of
assets, gains/losses on disposals of non-current
assets and other losses 70,079 (107,182) 40,390 125,348 95,590
Impairment losses (30,957) (268,089) (52,042) (399) (1,061)
Net gain (loss) due to changes in the value of assets 7,504 1,891 (912) (9,472) 6,475
(Loss) gain on disposal of non-current assets (4,316) 340 (2,214) 555 448
Other losses (2,613) (40) (347) (60) (2,802)
Operating profit (loss) 39,697 (373,080) (15,125) 115,972 98,650
Finance income 3,708 1,536 1,096 4,771 2,858
Finance costs (65,412) (30,251) (30,405) (37,105) (47,225)
Financial derivative loss (6,850) — — — —
Exchange differences 8,214 (3,513) 35,904 7,800 (7,677)
(Loss) profit before tax (20,643) (405,308) (8,530) 91,438 46,606
Income tax benefit (expense) 14,821 46,695 (49,942) (59,707) (24,558)
(Loss) profit for the year (3) (5,822) (358,613) (58,472) 31,731 22,048
Loss attributable to non-controlling interests 5,144 20,186 15,204 6,706 6,400
(Loss) profit attributable to the Parent (678) (338,427) (43,268) 38,437 28,448

Earnings (loss) per share

($ thousands except for share amounts) 2017 2016 2015 (2) 2014 (1) 2013 (1)
(Loss) profit attributable to the Parent (678) (338,427) (43,268) 38,437 28,448
Weighted average basic shares outstanding 171,949,128 171,838,153 99,699,262 98,078,163 98,078,163
Basic (loss) profit per ordinary share — (1.97) (0.43) 0.39 0.29
Weighted average basic shares outstanding 171,949,128 171,838,153 99,699,262 98,078,163 98,078,163
Effect of dilutive securities — — — — —
Weighted average dilutive shares outstanding 171,949,128 171,838,153 99,699,262 98,078,163 98,078,163
Diluted (loss) earnings per ordinary share — (1.97) (0.43) 0.39 0.29

Cash dividend declared

($ thousands except for share amounts) 2017 2016 2015 (2) 2014 (1) 2013 (1)
Cash dividends declared — 54,988 21,479 40,116 27,498
Number of ordinary shares 171,949,128 171,838,153 171,838,153 98,078,163 98,078,163
Cash dividends declared per ordinary share — 0.32 0.12 0.41 0.28

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Consolidated Statement of Financial Position Data

As of December 31,
($ thousands) 2017 2016 2015 (2) 2014 (1) 2013 (1)
Cash and cash equivalents 184,472 196,931 116,666 48,651 62,246
Total assets 2,000,257 2,019,301 2,391,161 1,388,158 1,675,975
Non-current liabilities 612,303 500,503 603,500 468,585 477,125
Current liabilities 450,196 626,756 492,688 411,896 414,884
Equity 937,758 892,042 1,294,973 507,677 783,966

(1) Financial data for the Predecessor, FerroAtlántica, except for share and per share data, which has been updated to reflect
the shares received by the owners of FerroAtlántica as a result of the Business Combination for the years ended
December 31, 2014 and 2013.
(2) Financial data for Ferroglobe is derived from the results and financial position of: (a) Ferroglobe PLC for the period
beginning February 5, 2015 (inception of the entity) and ended December 31, 2015; (b) FerroAtlántica for the year
ended December 31, 2015; and (c) Globe for the eight-day period ended December 31, 2015.
(3) Our Spanish hydroelectric operations were determined to be discontinued and classified as held for sale in 2016. In July
2017, we announced that we did not receive the necessary regulatory approvals to divest these assets and the sale did
not proceed and our Spanish hydroelectric operations ceased to be classified as held for sale. Accordingly, the results of
such operations are presented within continuing operations for the year ended December 31, 2017 and the consolidated
income statements for prior periods have been re-presented to show the results of the Spanish energy business within
income from continuing operations.

B. Capitalization and indebtedness.

Not applicable.

C. Reasons for the offer and use of proceeds.

Not applicable.

D. Risk factors.

An investment in our ordinary shares carries a significant degree of risk. You should carefully consider the following risks
and all other information in this annual report, including our Consolidated Financial Statements. Additional risks and
uncertainties we are not presently aware of, or that we currently deem immaterial, could also affect our business operations
and financial condition. If any of these risks are realized, our business, results of operations and financial condition could be
adversely affected to a material degree. As a result, the trading price of our ordinary shares could decline and you could lose
part or all of your investment.

Risks Related to Our Business and Industry

Our operations depend on industries including the aluminum, steel, polysilicon, silicone and photovoltaic/solar industries,
which, in turn, rely on several end‑markets. A downturn in these industries or end-markets could adversely affect our
business, results of operations and financial condition.

Because we primarily sell the silicon metal, silicon‑based alloys, manganese‑based alloys and other specialty alloys we
produce to manufacturers of aluminum, steel, polysilicon, silicones, and photovoltaic products, our results are significantly
affected by the economic trends in the steel, aluminum, polysilicon, silicone and photovoltaic industries. Primary end users
that drive demand for steel and aluminum include construction companies, shipbuilders, electric appliance and car
manufacturers, and companies operating in the rail and maritime industries. Primary end users that drive demand for
polysilicon and silicones include the automotive, chemical, photovoltaic, pharmaceutical, construction and consumer
products industries. Demand for steel, aluminum, polysilicon and silicones from such companies is driven primarily by gross
domestic product growth and is affected by global economic conditions. Fluctuations in steel and aluminum prices

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may occur due to sustained price shifts reflecting underlying global economic and geopolitical factors, changes in industry
supply-demand balances, the substitution of one product for another in times of scarcity, and changes in national tariffs. An
easing of demand for steel and aluminum can quickly cause a substantial build-up of steel and aluminum stocks, resulting in
a decline in demand for silicon metal, silicon-based alloys, manganese-based alloys, and other specialty alloys. Polysilicon
and silicone producers are subject to fluctuations in crude oil, platinum, methanol and natural gas prices, which could
adversely affect their businesses. The photovoltaic industry has been growing in the recent years. However, changes in power
regulations in different countries, fluctuations in the relative costs of different sources of energy, and supply-demand
balances in the different parts of the value chain, among other factors, may significantly affect the growth prospects of the
photovoltaic industry. A significant and prolonged downturn in the end‑markets for steel, aluminum, polysilicon, silicone
and photovoltaic products, could adversely affect these industries and, in turn, our business, results of operations and
financial condition.

The metals industry is cyclical and has been subject in the past to swings in market price and demand which could lead to
volatility in our revenues.

Our business has historically been subject to fluctuations in the price of our products and market demand for them, caused by
general and regional economic cycles, raw material and energy price fluctuations, competition and other factors. The timing,
magnitude and duration of these cycles and the resulting price fluctuations are difficult to predict. For example, we
experienced a weakened economic environment in national and international metals markets, including a sharp decrease in
silicon metal prices in all major markets, from late 2014 to late 2017. The weakened economic environment adversely
affected our profitability for the year ended December 31, 2016.

Historically, our subsidiary Globe Metallurgical Inc., has been affected by recessionary conditions in the end‑markets for its
products, such as the automotive and construction industries. In April 2003, Globe Metallurgical Inc. sought protection
under Chapter 11 of the U.S. Bankruptcy Code following its inability to restructure or refinance its indebtedness amidst a
confluence of several negative economic and other factors, including an influx of low‑priced, dumped imports, which caused
it to default on then‑outstanding indebtedness. A recurrence of such economic factors could have a material adverse effect on
our business, results of operations and financial condition.

Additionally, as a result of unfavorable conditions in the end‑markets for its products, Globe Metales S.R.L. (“Globe
Metales”) became subject to reorganization proceedings (“concurso preventivo”) in 1999, which are scheduled to end in
2020. While such reorganization proceedings are ongoing, Globe Metales cannot dispose of or encumber its registered assets
(including its real estate) or perform any action outside its ordinary course of business without prior court approval.

In calendar years 2009 and 2016, the global silicon metal, manganese‑ and silicon‑based alloys industries suffered from
unfavorable market conditions. Any decline in the global silicon metal, manganese- and silicon‑based alloys industries
could have a material adverse effect on our business, results of operations and financial condition. In addition, our business is
directly related to the production levels of our customers, whose businesses are dependent on highly cyclical markets, such
as the automotive, residential and non‑residential construction, consumer durables, polysilicon, steel, and chemical
industries. In response to unfavorable market conditions, customers may request delays in contract shipment dates or other
contract modifications. If we grant modifications, these could adversely affect our anticipated revenues and results of
operations. Also, many of our products are traded internationally at prices that are significantly affected by worldwide supply
and demand. Consequently, our financial performance will fluctuate with the general economic cycle, which could have a
material adverse effect on our business, results of operations and financial condition.

Our business is particularly sensitive to increases in energy costs, which could materially increase our cost of production.

Electricity is one of our largest production components. The price of electricity is determined in the applicable domestic
jurisdiction and is influenced both by supply and demand dynamics and by domestic regulations. Changes in local energy
policy, increased costs due to scarcity of energy supply, climate conditions, the termination or non-renewal of any of our
power purchase contracts and other factors may affect the price of electricity supplied to our plants and adversely affect our
results of operations and financial conditions.

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Because electricity is indispensable to our operations and accounts for a high percentage of our production costs, we are
particularly vulnerable to supply limitations and cost fluctuations in energy markets. For example, at our Spanish, Argentine,
South African and Chinese plants, production must be modulated to reduce consumption of energy in peak hours or in
seasons with higher energy prices, in order for us to maintain profitability. Our Venezuelan operations depend on national
hydraulic energy production (rainfall) to produce sufficient power to provide a reliable source of supply, which is not always
possible. Moreover, electricity prices in Venezuela recently have been affected by severe currency fluctuations. Generation
of electricity in Spain and France by our own hydroelectric power operations partially mitigates our exposure to price
increases in those two markets. However, we have pursued in the past the possibility of disposing of those operations, and
may do so in the future. Such a divestiture, if completed, would result in a greater exposure to increases in electricity prices.

Electrical power to our U.S. and Canada facilities is supplied mostly by American Electric Power Co., Alabama Power Co.,
Brookfield Renewable Partners L.P., Hydro-Québec, the Tennessee Valley Authority, and Niagara Mohawk Power
Corporation through dedicated lines. Our Alloy, West Virginia facility obtains approximately 56% of its power needs under a
fixed‑price power purchase agreement with a nearby hydroelectric facility owned by a Brookfield affiliate. This facility is
over 70 years old and any breakdown could result in the Alloy facility having to purchase more grid power at higher rates.
The energy supply for our Mendoza, Argentina facility is supplied by local utility Edemsa under a power purchase agreement
expiring in December 2019. Energy rates in Argentina have increased on average by 200% since February 2016, resulting in
challenges before the courts (with preliminary injunctive relief having been granted) as alternative arrangements are being
negotiated. There can be no assurance that such negotiations will be completed on terms we consider to be commercially
reasonable, or at all.

Energy supply to our facilities in South Africa is provided by Eskom (State-owned power utility) through rates that are
approved annually by the national power regulator (NERSA). These rates have had an upward trend in the past years, due to
the instability of available supply, and are likely to continue increasing. Also, NERSA applies certain revisions to rates based
on cost variances for Eskom that are not within our control. We have completed negotiations with Eskom for a new power
contract for 2018 and 2019.

In Spain, power is purchased in a competitive wholesale market. Our facilities have to pay access tariffs to the national grid
and get certain payments in exchange for providing services to the grid (i.e., interruptibility services). The volatile nature of
the wholesale market in Spain results in price uncertainty that can be only partially offset by financial hedging contracts.

Energy prices in Spain are volatile and such volatility could have a material adverse effect on our business, results of
operations, and financial condition.

Almost all of the revenues from Ferroglobe’s energy segment are tied, either directly or indirectly, to wholesale market prices
for electricity in Spain, which are volatile and may decline due to a number of factors that are not within our control. These
include the price of fuels used to generate electricity by other means, the amount of excess generating capacity relative to
load in particular markets, the cost of controlling polluting emissions, the structure and regulation of the electricity market
overall, and fluctuations in demand, including weather conditions that impact electrical load. In addition, other power
generators may develop new technologies or improvements to traditional technologies to produce power that could increase
the supply of electricity and cause a sustained reduction in market prices for electricity.

The possible divestiture in the future of any of our hydroelectric power operations would result in a greater exposure to
increases in electricity prices in that market.

Our energy operations and revenues depend largely on government regulation of the power sector and our business may be
adversely affected if such policies are amended or eliminated.

Our energy operations and revenues depend largely on government regulation of the power sector. For example, in 2013,
Spain introduced a new regulatory regime for renewable energies, which, among other things, suspended the pre‑existing
feed‑in tariff support scheme for renewable energy producers that had benefitted us. This has had an adverse effect on the

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profitability of our energy operations, as prices at which we are able to sell electricity are now substantially dependent on the
volatile wholesale market. If other power sector programs and regulations are adversely amended, reduced, eliminated, or
subjected to new restrictions, it could have a material adverse effect on the profitability of our energy operations.

Losses caused by disruptions in the supply of power would reduce our profitability.

Large amounts of electricity are used to produce silicon metal, manganese‑ and silicon‑based alloys and other specialty
alloys, and our operations are heavily dependent upon a reliable supply of electrical power. We may incur losses due to a
temporary or prolonged interruption of the supply of electrical power to our facilities, which can be caused by unusually
high demand, blackouts, equipment failure, natural disasters or other catastrophic events, including failure of the
hydroelectric facilities that currently provide power under contract to our West Virginia, New York, Québec and Argentina
facilities. Additionally, on occasion, we have been instructed to suspend operations for several hours by the sole energy
supplier in South Africa due to a general power shortage in the country. It is possible that this supplier may instruct us to
suspend our operations for a similar or longer period in the future. Such interruptions or reductions in the supply of electrical
power adversely affect production levels and may result in reduced profitability. Our insurance coverage does not cover all
interruption events and may not be sufficient to cover losses incurred as a result.

In addition, investments in Argentina’s electricity generation and transmission systems have been lower than the increase in
demand in recent years. If this trend is not reversed, there could be electricity supply shortages as the result of inadequate
generation and transmission capacity. Given the heavy dependence on electricity of our manufacturing operations, any
electricity shortages could adversely affect our financial results.

Government regulations of electricity in Argentina give priority of use of hydroelectric power to residential users and subject
violators of these restrictions to significant penalties. This preference is particularly acute during Argentina’s winter months
due to a lack of natural gas. We have previously successfully petitioned the government to exempt us from these restrictions
given the demands of our business for continuous supply of electric power. If we are unsuccessful in our petitions or in any
action we take to ensure a stable supply of electricity, our production levels may be adversely affected and our profitability
reduced.

Any decrease in the availability, or increase in the cost, of raw materials or transportation could materially increase our
costs.

Principal components in the production of silicon metal, silicon‑based alloys and manganese‑based alloys include
metallurgical‑grade coal, charcoal, graphite and carbon electrodes, manganese ore, quartzite, wood chips, steel scrap, and
other metals. While we own certain sources of raw materials, we also buy raw materials on a spot or contracted basis. The
availability of these raw materials and the prices at which we purchase them from third‑party suppliers depend on market
supply and demand and may be volatile. Our ability to obtain these materials in a cost efficient and timely manner is
dependent on certain suppliers, their labor union relationships, mining and lumbering regulations and output and general
local economic conditions.

We make extensive use of shipping by sea, rail and truck to obtain the raw materials used in our production and deliver our
products to customers, depending on the geographic region and product or input. Raw materials and products often must be
transported over long distances between mines and other production sites and the plants where raw materials are consumed,
and between those sites and our customers. Any severe delay, interruption or other disruption in such transportation, any
material damage to raw materials utilized by us or to our products while being transported, or a sharp rise in transportation
prices could have a material adverse effect on our business, results of operations and financial condition. In addition, because
we may not be able to obtain adequate supplies of raw materials from alternative sources on terms as favorable as our current
arrangements, or at all, any disruption or shortfall in the production and delivery of raw materials could result in higher raw
materials costs and likewise materially adversely affect our business, results of operations and financial condition.

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Cost increases in raw material inputs may not be passed on to our customers, which could negatively impact our
profitability.

The prices of our raw material inputs are determined by supply and demand, which may be influenced by, inter alia,
economic growth and recession, changes in world politics, unstable governments in exporting nations, and inflation. The
market prices of raw material inputs will thus fluctuate over time, and we may not be able to pass significant price increases
on to our customers. If we do try to pass them on, we may lose sales and thereby revenue, in addition to having the higher
costs. Additionally, decreases in the market prices of our products will not necessarily enable us to obtain lower prices from
our suppliers.

Metallurgical manufacturing and mining are inherently dangerous activities and any accident resulting in injury or death
of personnel or prolonged production shutdowns could adversely affect our business and operations.

Metallurgical manufacturing generally, and smelting in particular, is inherently dangerous and subject to fire, explosion and
sudden major equipment failure. Quartz and coal mining are inherently dangerous and subject to numerous hazards,
including collisions, equipment failure, accidents arising from the operation of large mining and rock transportation
equipment, dust inhalation, flooding, collapse, blasting operations and operating in extreme climatic conditions. These
hazards have led to accidents resulting in the serious injury and death of production personnel and prolonged production
shutdowns in the past. We may experience fatal accidents or equipment malfunctions in the future, which could have a
material adverse effect on our business and operations.

We are heavily dependent on our mining operations, which are subject to risks that are beyond our control and which
could result in materially increased expenses and decreased production levels.

We mine quartz and quartzite at open pit mining operations and coal at underground and surface mining operations. We are
heavily dependent on these mining operations for our quartz and coal supplies. Certain risk factors beyond our control could
disrupt our mining operations, adversely affect production and shipments, and increase our operating costs, such as: a major
incident at the mine site that causes all or part of the operations of the mine to cease for some period of time; mining,
processing and plant equipment failures and unexpected maintenance problems; changes in reclamation costs; the inability
to renew mining concessions upon their expiration; the expropriation of territory subject to a valid concession without
sufficient compensation; and adverse weather and natural disasters, such as heavy rains or snow, flooding and other natural
events affecting operations, transportation or customers.

Regulatory agencies have the authority under certain circumstances following significant health and safety violations or
incidents to order a mine to be temporarily or even permanently closed. If this occurs, we may be required to incur significant
legal and capital expenditures to re‑open the affected mine. In addition, environmental regulations and enforcement could
impose unexpected costs on our mining operations, and future regulations could increase those costs or limit our ability to
produce quartz and sell coal. A failure to obtain and renew permits necessary for our mining operations could limit our
production and negatively affect our business. It is also possible that we have extracted or may in the future extract quartz
from territory beyond the boundary of our mining concession or mining right, which could result in penalties or other
regulatory action or liabilities.

We are subject to environmental, health and safety regulations, including laws that impose substantial costs and the risk of
material liabilities.

Our operations are subject to extensive foreign, federal, national, state, provincial and local environmental, health and safety
laws and regulations governing, among other things, the generation, discharge, emission, storage, handling, transportation,
use, treatment and disposal of hazardous substances; land use, reclamation and remediation; waste management and
pollution prevention measures; greenhouse gas emissions; and the health and safety of our employees. We are also required
to obtain permits from governmental authorities for certain operations, and to comply with related laws and regulations. We
may not have been and may not be at all times in complete compliance with such permits and related laws and regulations. If
we violate or fail to comply with these permits and related laws and regulations, we could be subject to penalties, restrictions
on operations or other sanctions, obligations to install or upgrade pollution control

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equipment and legal claims, including for alleged personal injury or property or environmental damages. Such liability
could adversely affect our reputation, business, results of operations and financial condition. In addition, in the context of an
investigation, the government may impose technology upgrades to our facilities that could represent material capital
expenses. For example, we have received two Notices and Findings of Violation (“NOV/FOV”) from the federal government,
alleging numerous violations of the Clean Air Act relating to Globe Metallurgical Inc.’s (“GMI”) Beverly facility. Should
GMI and the federal government be unable to reach a negotiated resolution of the NOV/FOVs, the government could file a
formal lawsuit in federal court for injunctive relief, potentially requiring GMI to implement emission reduction measures, and
for civil penalties. The statutory maximum penalty is $93,750 per day per violation, from April, 2013 to the present. See
“Item 8.A.—Financial Information—Consolidated Financial Statements and Other Financial Information—Legal
proceedings” for additional information.

The metals and mining industry is generally subject to risks and hazards, including fire, explosion, toxic gas leaks, spilling
of polluting substances or other hazardous materials, rockfalls, and incidents involving mobile equipment, vehicles or
machinery. These could occur by accident or by breach of operating and maintenance standards, and could result in personal
injury, illness or death of employees or contractors, or in environmental damage, delays in production, monetary losses and
possible legal liability.

Under certain environmental laws, we could be required to remediate or be held responsible for all of the costs relating to any
contamination at our or our predecessors’ past or present facilities and at third party waste disposal sites. We could also be
held liable under these environmental laws for sending or arranging for hazardous substances to be sent to third party
disposal or treatment facilities if such facilities are found to be contaminated. Under these laws we could be held liable even
if we did not know of, or did not cause, such contamination, or even if we never owned or operated the contaminated disposal
or treatment facility.

There are a variety of laws and regulations in place or being considered at the international, federal, regional, state and local
levels of government that restrict or are reasonably likely to restrict emissions of carbon dioxide and other greenhouse gases.
These legislative and regulatory developments may cause us to incur material costs if we are required to reduce or offset
greenhouse gas emissions, or to purchase emission credits or allowances, and may result in a material increase in our energy
costs due to additional regulation of power generators. Environmental laws are complex, change frequently and are likely to
become more stringent in the future. Because environmental laws and regulations are becoming more stringent and new
environmental laws and regulations are continuously being enacted or proposed, such as those relating to greenhouse gas
emissions and climate change, the level of expenditures required for environmental matters could increase in the future.
Future legislative action and regulatory initiatives could result in changes to operating permits, additional remedial actions,
material changes in operations, increased capital expenditures and operating costs, increased costs of the goods we sell, and
decreased demand for our products that cannot be assessed with certainty at this time.

Therefore, our costs of complying with current and future environmental laws, and our liabilities arising from past or future
releases of, or exposure to, hazardous substances may adversely affect our business, results of operations and financial
condition.

Compliance with existing and proposed climate change laws and regulations, could adversely affect our performance.

Under current European Union legislation, all industrial sites are subject to cap‑and‑trade programs, by which every facility
with carbon emissions is required to purchase in the market emission rights for volumes of emission that exceed a certain
allocated level. So far, and until 2020, the allocated level of emissions is such that the potential requirements of emissions
rights purchases will have a limited impact on our business. After 2020, however, new regulations may require significant
purchases of emissions rights in the market. Also, certain Canadian provinces have implemented cap‑and‑trade programs. As
a result, our facilities in Canada and in the European Union may be required to purchase emission credits in the future (85%
of the cost of which may be exempted in the European Union). The requirement to purchase emissions rights in the market
could result in material increased compliance costs, additional operating restrictions for our business, and an increase in the
cost of the products we produce, which could have a material adverse effect on our financial position, results of operations,
and liquidity.

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In other jurisdictions, including the United States and South Africa, some of the proposals for climate change legislation
would require businesses that emit greenhouse gases to buy emission credits from the government, other businesses or
through an auction process. While no such requirements applicable to our business have yet been adopted, if any such
program were adopted in the future, we may be required to purchase emission credits for greenhouse gas emissions resulting
from our operations. Although it is not possible at this time to predict what, if any, climate change laws or regulations will be
adopted, any new restrictions on greenhouse gas emissions, including a cap‑and‑trade program or an emissions tax, could
result in material increased compliance costs, additional operating restrictions for our business, and an increase in the cost of
the products we produce, which could have a material adverse effect on our financial position, results of operations and
liquidity.

We make a significant portion of our sales to a limited number of customers, and the loss of a portion of the sales to these
customers could have a material adverse effect on our revenues and profits.

In the year ended December 31, 2017, Ferroglobe’s ten largest customers accounted for approximately 47.1% of Ferroglobe’s
consolidated revenue and sales corresponding to Dow Corning Corporation, including sales from our joint venture
operations, represented 12.2% of our sales. We expect that we will continue to derive a significant portion of our business
from sales to these customers.

Some of the contracts with our customers do not provide commitments from our customers to purchase specified or minimum
volumes of products for terms longer than one month to one year. Accordingly, with respect to these contracts, we do not
benefit from any contractual protection mechanism in case of unexpected reduced demand for our products from such
customers as a result of, for instance, downturns in the industries in which these customers operate or any other factor
affecting their business, and this could have a material adverse effect on our revenues and profits.

If we were to experience a significant reduction in the amount of sales we make to some or all of these customers and could
not replace these sales with sales to other customers, this could have a material adverse effect on our revenues and profits.

Our business benefits from antidumping and countervailing duty orders and laws that protect our products by imposing
special duties on unfairly traded imports from certain countries. If these duties or laws change, certain foreign competitors
might be able to compete more effectively.

Antidumping and countervailing duty orders are designed to provide relief from imports sold at unfairly low or subsidized
prices by imposing special duties on such imports. Such orders normally benefit domestic suppliers and foreign suppliers not
covered by the orders. In the United States, antidumping duties are in effect covering silicon metal imports from China and
Russia. In the European Union, antidumping duties are in place covering silicon metal imports from China and ferrosilicon
imports from China and Russia. In Canada, antidumping and countervailing duties are in place covering silicon metal
imports from China.

The current antidumping and countervailing duty orders may not remain in effect and continue to be enforced from year
to year, the products and countries now covered by orders may no longer be covered, and duties may not continue to be
assessed at the same rates. In the United States, rates of duty can change as a result of “administrative reviews” of
antidumping and countervailing duty orders. These orders can also be revoked as a result of periodic “sunset reviews,” which
determine whether the orders will continue to apply to imports from particular countries. A sunset review of the U.S.
antidumping order covering silicon metal imports from China is currently being conducted. Antidumping and countervailing
duties in the European Union and Canada are also subject to periodic reviews. In the European Union and in Canada, such
reviews can include interim reviews, expiry reviews and other types of proceedings that may result in changes in rates of duty
or termination of the duties.

Similarly, export duties imposed by foreign governments that are currently in place may change. For example, duties on
Chinese exports of types of ferroalloys produced by Ferroglobe could be reduced.

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Changes in any of these factors could adversely affect our business and profitability. Finally, at times, in filing trade actions,
we arguably act against the interests of our customers. Certain of our customers may not continue to do business with us as a
result.

In December 2016, Ferroglobe subsidiaries in Canada filed a complaint with the Canada Border Services Agency alleging
that silicon metal from Brazil, Kazakhstan, Laos, Malaysia, Norway, Russia and Thailand is dumped, and that silicon metal
from Brazil, Kazakhstan, Malaysia, Norway and Thailand is subsidized. In March 2017, Ferroglobe subsidiary Globe
Specialty Metals petitioned the U.S. Department of Commerce and the U.S. International Trade Commission to provide relief
from dumped and subsidized silicon metal imports from Australia, Brazil, Kazakhstan and Norway. In both cases, the
agencies found that imports covered by the cases were unfairly traded, but determined that the domestic industry was not
injured by the unfair imports. These injury determinations could adversely affect our business and profitability in the United
States and Canada. Such determinations are subject to judicial review. In Canada, an appeal is pending; in the United States,
the possibility of an appeal is being evaluated.

In June 2017, Euroalliages (representing European Union producers including Ferroglobe) filed a complaint with DG Trade
of the European Commission alleging that ferro-silicon originating in Egypt and Ukraine is dumped. In April 2018, the
Commission notified interested parties that the complaint had been withdrawn and that it considered that the investigation
should be terminated without measures. The fact that the case is not going to be successful could adversely affect our sales or
our relationships with customers in the European Union.

In November 2017, Ferroglobe subsidiaries in the European Union filed a complaint with DG Trade of the European
Commission alleging that silicon metal originating in Brazil and Bosnia is dumped. That investigation is ongoing and no
findings have been issued yet.

Products we manufacture may be subject to unfair import competition that may affect our profitability.

A number of the products we manufacture, including silicon metal and ferrosilicon, are globally-traded commodities that are
sold primarily on the basis of price. As a result, our sales volumes and prices may be adversely affected by influxes of imports
of these products that are dumped or are subsidized by foreign governments. Our silicon metal and ferrosilicon operations
have been injured by such unfair import competition in the past. The antidumping and countervailing duty laws provide a
remedy for unfairly traded imports in the form of special duties imposed to offset the unfairly low pricing or subsidization.
However, the process for obtaining such relief is complex and uncertain. As a result, while we have sought and obtained such
relief in the past, in some cases we have not been successful. Thus, there is no assurance that such relief will be obtained, and
if it is not, unfair import competition could have a material adverse effect on our business, results of operations and financial
condition.

Competitive pressure from Chinese steel, aluminum, polysilicon and silicone producers may adversely affect the business of
our customers, reducing demand for our products. Our customers may relocate to China, where they may not continue
purchasing from us.

China’s aluminum, polysilicon and steel producing capacity exceeds local demand and has made China an increasingly
large net exporter of aluminum and steel, and the Chinese silicone manufacturing industry is growing. Chinese aluminum,
polysilicon, steel and silicone producers — who are unlikely to purchase silicon metal, manganese‑ and silicon‑based alloys
and other specialty metals from our plants outside of China due to the ample availability of domestic Chinese production —
may gain global market share at the expense of our customers. An increase in Chinese aluminum, steel, polysilicon and
silicone industry market share could adversely affect the production volumes, revenue and profits of our customers, resulting
in reduced purchases of our products.

Moreover, our customers might seek to relocate or refocus their operations to China or other countries with lower labor costs
and higher growth rates. Any that do so might thereafter choose to purchase from other suppliers of silicon metal, manganese‑
and silicon‑based alloys and other specialty metals which in turn could have a material adverse effect on our business, results
of operations and financial condition.

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We are subject to the risk of union disputes and work stoppages at our facilities, which could have a material adverse effect
on our business.

A majority of our employees are members of labor unions. In the future, we may experience protracted negotiations with
labor unions, strikes, work stoppages or other industrial actions from time to time. Strikes called by employees or unions
could materially disrupt our operations, including productions schedules and delivery times. 2014, there was a strike at our
South African subsidiary that required us to reduce production for seven days. We have also experienced strikes by our
employees in France from time to time. Any such work stoppage could have a material adverse effect on our business, results
of operations and financial condition.

New labor contracts will have to be negotiated to replace expiring contracts from time to time. It is possible that future
collective bargaining agreements will contain terms less favorable than the current agreements. Any failure to negotiate
renewals of labor contracts on terms acceptable to us, with or without work stoppages, could have a materially adverse effect
on our business, results of operations and financial condition.

Many of our key customers or suppliers are similarly subject to union disputes and work stoppages, which may reduce their
demand for our products or interrupt the supply of critical raw materials and impede their ability to fulfil their commitments
under existing contracts. In 2016, we temporarily reduced production at one of our plants as a result of a strike affecting one
of our customers which resulted in delays in contract shipment dates and led to a decrease in prices for certain of our
products.

We are dependent on key personnel.

Our success depends in part upon the retention of key employees. Competition for qualified personnel can be intense.
Current and prospective employees may experience uncertainty about the effect of the Business Combination, which may
impair our ability to attract, retain and motivate key management, sales, technical and other personnel.

If key employees depart, further integration of our FerroAtlántica and Globe divisions may be more difficult and our overall
business may be harmed. We also may have to incur significant costs in identifying, hiring and retaining replacements for
departing employees, may lose significant expertise and talent relating to our business and our ability to further realize the
anticipated benefits of the Business Combination may be adversely affected. In addition, the departure of key employees
could cause disruption or distractions for management and other personnel. Furthermore, we cannot be certain that we will be
able to attract and retain replacements of a similar caliber as departing key employees.

The long term success of our Business Combination, which was consummated on December 23, 2015, depends to a
significant degree on the continued employment of our core senior management team. In particular, we are dependent on the
skills, knowledge and experience of Javier López Madrid, our Executive Chairman, Pedro Larrea Paguaga, our Chief
Executive Officer, and Joseph Ragan, our Chief Financial Officer. If these employees are unable to continue in their
respective roles, or if we are unable to attract and retain other skilled employees, our business, results of operations and
financial condition could be adversely affected. We currently have employment agreements with Messrs. López Madrid,
Larrea Paguaga and Ragan. These agreements contain certain non‑compete provisions, which may not be fully enforceable
by us. Additionally, we are substantially dependent upon key personnel among our financial and information technology
staff, who enable us to meet our regulatory, contractual and financial reporting obligations, including reporting requirements
under our credit facilities.

In certain circumstances, the members of our Board may have interests that may conflict with yours as a holder of ordinary
shares.

Our directors have no duty to us with respect to any information such directors may obtain (i) otherwise than as our directors
and (ii) in respect of which directors owe a duty of confidentiality to another person, provided that where a director’s
relationship with such other person gives rise to a conflict, such conflict has been authorized by our Board in

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accordance with our articles of association (“Articles”). Our Articles provide that a director shall not be in breach of the
general duties directors owe to us pursuant to the UK Companies Act 2006 because such director:

· fails to disclose any such information to our Board, directors or officers; or

· fails to use or apply any such information in performing such director’s duties as a director.

In such circumstances, certain interests of the members of our Board may not be aligned with your interests as a holder of
ordinary shares and the members of our Board may engage in certain business and other transactions without any
accountability or obligation to us.

Shortages of skilled labor could adversely affect our operations.

We depend on skilled labor for the operation of our submerged arc furnaces and other facilities. Some of our facilities are
located in areas where demand for skilled personnel often exceeds supply. Shortages of skilled furnace technicians and other
skilled workers could restrict our ability to maintain or increase production rates, lead to production inefficiencies and
increase our labor costs.

We may not realize the cost savings, synergies and other benefits that we expect to achieve from the Business Combination.

The integration of formerly independent companies is a complex, costly and time-consuming process. We thus are required
to devote significant management attention and resources to integrating our business practices and operations. The ongoing
integration process may disrupt our business and, if implemented ineffectively, could preclude full realization of the
anticipated benefits of the Business Combination. In our efforts to integrate our operations fully and successfully, we may
encounter material unanticipated problems, expenses, liabilities, competitive responses, loss of client relationships, and a
resulting diversion of management’s attention. The challenges of combining the operations of FerroAtlántica and Globe
include, among others:

· managing a significantly larger company;

· coordinating geographically separate organizations;

· potential diversion of management focus and resources from ordinary operational matters and future strategic
opportunities;

· retaining existing customers and attracting new customers;

· maintaining employee morale and retaining key management and other employees;

· integrating two unique business cultures that are not necessarily compatible;

· the possibility of faulty assumptions underlying expectations of the Business Combination;

· issues in achieving anticipated operating efficiencies, business opportunities and growth prospects;

· consolidating corporate and administrative infrastructures and eliminating duplicative operations;

· issues in integrating information technology, communications and other systems;

· changes in applicable laws and regulations;

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· changes in tax laws (including under applicable tax treaties) and regulations or to the interpretation of such tax laws
or regulations by the governmental authorities; and

· managing tax costs or inefficiencies associated with integrating our operations.

Many of these factors are outside of our control and any one of them could result in increased costs, decreased revenues and
diversion of management’s time and energy, which could materially impact our business, results of operations and financial
condition. Moreover, even if the operations of FerroAtlántica and Globe are integrated successfully, we may not fully realize
the benefits of the Business Combination, including the synergies, cost savings or sales or growth opportunities that we
expect, within the anticipated time frame or at all. As a result, we cannot assure our shareholders that the Business
Combination will result in the full realization of the benefits anticipated.

Because the proceeds of the R&W Policy will not be sufficient to fully compensate for losses attributable to breaches of
representations and warranties made by Grupo VM and FerroAtlántica in the Business Combination Agreement, and the
proceeds under the R&W Policy are required to be distributed to the holders of the Trust Units, we may be required to use
our existing cash on hand or draw under our credit facility to fund any actual loss incurred.

We purchased a Representations and Warranties insurance policy (the “R&W Policy”) in connection with the Business
Combination to insure us against breaches of certain representations and warranties made by Grupo Villar Mir S.A.U. (“Grupo
VM”) and FerroAtlántica in the Business Combination Agreement (as defined below). The R&W Policy has a face amount
equal to $50,000,000 and is subject to an initial retention amount of $10,000,000, as well as other limitations and
conditions. As a result of Grupo VM’s ownership of the Company following completion of the Business Combination, the
R&W Policy only provides insurance to the extent of approximately 43% of insurable losses incurred by us. Accordingly, the
proceeds of the R&W Policy will not be sufficient to fully compensate for losses attributable to breaches of representations
and warranties made by Grupo VM and FerroAtlántica. In addition, we will not be able to recover losses attributable to
breaches of representations and warranties that are excluded from the R&W Policy (including, for example, any purchase
price, net worth or similar adjustment provisions of the Business Combination Agreement (hereinafter “Business
Combination Agreement” or “BCA”), transfer pricing, environmental or pollution matters, the intended tax treatment of the
Business Combination, etc.), or losses that would result in payments under the R&W Policy in excess of the $50,000,000 face
amount of the R&W Policy.

On November 18, 2016, Ferroglobe completed the distribution to the holders of our ordinary shares at the time of beneficial
interest units (the “Trust Units”) in a newly formed Delaware Statutory Trust, Ferroglobe Representation and Warranty
Insurance Trust (“Ferroglobe R&W Trust”), to which Ferroglobe had assigned its interest in the R&W Policy. Having
assigned the R&W Policy, if we suffer a loss attributable to breaches of representations and warranties by Grupo VM or
FerroAtlántica, we will be required to use our existing cash on hand or draws under our credit facility to fund the actual loss
incurred to the extent that it is not met by Grupo VM, in the case of a breach by Grupo VM. Losses attributable to breaches of
representations and warranties by Grupo VM or FerroAtlántica could have a material adverse effect on our business, financial
condition and results of operations.

Any failure to integrate recently acquired businesses successfully or to complete future acquisitions successfully could be
disruptive of our business and/or limit our future growth.

From time to time, we expect to pursue acquisitions in support of our strategic goals. In connection with any such
acquisition, we could face significant challenges in managing and integrating our expanded or combined operations,
including acquired assets, operations and personnel. There can be no assurance that acquisition opportunities will be
available on acceptable terms or at all or that we will be able to obtain necessary financing or regulatory approvals to
complete potential acquisitions. Our ability to succeed in implementing our strategy will depend to some degree upon the
ability of our management to identify, complete and successfully integrate commercially viable acquisitions. Acquisition
transactions may disrupt our ongoing business and distract management from other responsibilities.

For example, in February 2018, we completed the acquisition from a wholly-owned subsidiary of Glencore International AG
(“Glencore”) of a 100% interest in Glencore’s manganese alloys plants in Mo I Rana (Norway) and Dunkirk (France).

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Although the purchase was made under what we believe to be favorable financial terms and we expect it to result in a 10-20%
increase in Company-wide revenue, the acquisition increases the management complexity of our operations, adds a new
currency (Norwegian Krone) to our foreign exchange exposure, and will require additional attention from management in
order for us to successfully integrate and capture synergies. There can be no assurance that the acquisition will result in the
realization of the benefits anticipated.

Grupo VM, our principal shareholder, has significant voting power with respect to corporate matters considered by our
shareholders.

Our principal shareholder, Grupo VM, owns shares representing approximately 53% of the aggregate voting power of our
capital stock. By virtue of Grupo VM’s voting power, as well as Grupo VM’s representation on the Board, Grupo VM will
have significant influence over the outcome of any corporate transaction or other matters submitted to our shareholders for
approval. Grupo VM will be able to block any such matter, including ordinary resolutions, which, under English law, require
approval by a majority of outstanding shares cast in the vote. Grupo VM will also be able to block special resolutions, which,
under English law, require approval by the holders of at least 75% of the outstanding shares entitled to vote and voting on
the resolution, such as an amendment of the Articles or the exclusion of preemptive rights. Our principal shareholder has, and
will continue to have, directly or indirectly, the power, among other things, to affect our legal and capital structure and our
day-to-day operations, as well as the ability to elect and change our management and to approve other changes to our
operations.

Grupo VM, which owns approximately 53% of our outstanding shares, has pledged most of its shares to secure its
obligations to Crédit Agricole Corporate and Investment Bank, Banco Santander and HSBC; if Grupo VM defaults on the
underlying loan, we could experience a change in control.

Grupo VM guaranteed its obligations pursuant to a credit agreement (the “GVM Credit Agreement”), which allows them to
borrow up to €415 million (“GVM Loan”). In March 2015, Grupo VM entered into a security and pledge agreement, as
amended and restated on February 14, 2018 (the “GVM Pledge Agreement”), with Crédit Agricole Corporate and Investment
Bank, S.A., Banco Santander, S.A., HSBC Bank PLC and Société Générale, S.A. (the “Lenders”), pursuant to which Grupo
VM agreed to pledge most of its shares to the Lenders to secure the outstanding GVM Loan. In the event Grupo VM defaults
under the GVM Credit Agreement, the Lenders may foreclose on the shares subject to the pledge. In such case, we could
experience a change of control. Upon a change in control, we may be required, among other things, immediately to repay
outstanding principal as well as, accrued interest and any other amounts owed by us under one or more of our bank facilities
or our other debt. If upon a change of control, we do not have sufficient funds available to make such payments out of our
available cash, third party financing would be needed, yet may be impermissible under our other debt agreements. In
addition, certain other contracts we are party to from time to time may contain change of control provisions. Upon a change
in control, such provisions may be triggered, which could cause our contracts to be terminated or give rise to other
obligations, each of which could have a material adverse effect on our business, results of operations and financial condition.

We may engage in related party transactions with affiliates of Grupo VM, our principal shareholder.

Conflicts of interest may arise between our principal shareholder and your interests as a shareholder. Our principal
shareholder has, and will continue to have, directly or indirectly, the power, among other things, to affect our day-to-day
operations, including the pursuit of related party transactions. We have entered, and may in the future enter, into agreements
with companies who are affiliates of Grupo VM, our principal shareholder. Such agreements have been approved by, or
would be subject to the approval of, the Board. The terms of such agreements may present material risks to our business and
results of operations. For example, we recently entered into a series of projects and an agreement in respect of a joint venture
with AurinkaPhotovoltaic Group S.L. (“Aurinka”) and Blue Power Corporation S.L. (“Blue Power”), a company partly owned
by Mr. Javier López Madrid, our Executive Chairman. We have also entered into a number of other agreements with affiliates
of Grupo VM with respect to, among other things, the provision of information technology and data processing services and
the management of certain aspects of our hydroelectric plants. See “Item 7.B.—Major Shareholders and Related Party
Transactions—Related Party Transactions.”

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We are exposed to significant risks in relation to compliance with anti-bribery and corruption laws, anti-money laundering
laws and regulations, and economic sanctions programs.

Doing business on a worldwide basis requires us to comply with the laws and regulations of various jurisdictions. In
particular, our international operations are subject to anti-corruption laws, most notably the U.S. Foreign Corrupt Practices
Act of 1977 (“FCPA”) and the UK Bribery Act of 2010 (the “Bribery Act”), international trade sanctions programs, most
notably those administered by the U.N., U.S. and European Union, anti-money laundering laws and regulations, and laws
against human trafficking and slavery, most notably the UK Modern Slavery Act 2015 (“Modern Slavery Act”).

The FCPA and Bribery Act prohibit offering or providing anything of value to foreign officials for the purposes of obtaining
or retaining business or securing any improper business advantage. We may deal from time to time with both governments
and state-owned business enterprises, the employees of which are considered foreign officials for purposes of these
laws. International trade sanctions programs restrict our business dealings with or relating to certain sanctioned countries
and certain sanctioned entities and persons no matter where located.

As a result of doing business internationally, we are exposed to a risk of violating applicable anti-bribery and corruption
(“ABC”) laws, international trade sanctions, and anti-money laundering (“AML”) laws and regulations. Some of our
operations are located in developing countries that lack well-functioning legal systems and have high levels of corruption.
Our continued expansion and worldwide operations, including in developing countries, our development of joint venture
relationships worldwide, and the engagement of local agents in the countries in which we operate tend to increase the risk of
violations of such laws and regulations. Violations of ABC laws, AML laws and regulations, and trade sanctions are
punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from
government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal
penalties including possible imprisonment. Moreover, any major violations could have a significant impact on our
reputation and consequently on our ability to win future business.

For its part, the Modern Slavery Act requires any commercial organization that carries on a business or part of a business in
the United Kingdom which (i) supplies goods or services and (ii) has an annual global turnover of £36 million to prepare a
slavery and human trafficking statement for each financial year ending on or after March 31, 2016. In this statement, the
commercial organization must set out the steps it has taken to ensure there is no modern slavery in its own business and its
supply chain, or provide an appropriate negative statement. The UK Secretary of State may enforce this duty by means of
civil proceedings. Ferroglobe is currently in compliance with the Act, and we believe it will remain so, but the nature of our
operations and the regions in which we operate may make it difficult or impossible for us to detect all incidents of modern
slavery in certain of our supply chains. Any failure in this regard would not violate the Modern Slavery Act per se, but could
have a significant impact on our reputation and consequently on our ability to win future business.

We seek to build and continuously improve our systems of internal controls and to remedy any weaknesses identified. As
part of our efforts to comply with all applicable law and regulation, we have introduced a global ethics and compliance
program. We believe we are devoting appropriate time and resources to its implementation, related training, and to
monitoring compliance. Despite these efforts, we cannot be certain that our policies and procedures will be followed at all
times or that we will prevent or timely detect violations of applicable laws, regulations or policies by our personnel, partners
or suppliers. Any actual or alleged failure to comply with applicable laws or regulations could lead to material liabilities not
covered by insurance or other significant losses, which in turn could have a material adverse effect on our business, results of
operations, and financial condition.

We operate in a highly competitive industry.

The silicon metal market and the silicon‑based and manganese‑based alloys markets are global, capital intensive and highly
competitive. Our competitors may have greater financial resources, as well as other strategic advantages, to maintain,
improve and possibly expand their facilities, and, as a result, they may be better positioned than we are to adapt to changes in
the industry or the global economy. Advantages that our competitors have over us from time to time, new entrants that
increase competition in our industry, and/or increases in the use of substitutes for certain of our products could have a
material adverse effect on our business, results of operations and financial condition.

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Though we are not currently operating at full capacity, we have historically operated at near the maximum capacity of our
operating facilities. Because the cost of increasing capacity may be prohibitively expensive, we may have difficulty
increasing our production and profits.

Our facilities are able to manufacture, collectively, approximately 416,750 tons of silicon metal (including Dow Corning’s
portion of the capacity of our Alloy, West Virginia and Bécancour, Québec plants), 534,000 tons of silicon-based alloys and
689,000 tons of manganese-based alloys on an annual basis. Our ability to increase production and revenues will depend on
expanding existing facilities, acquiring facilities or building new ones. Increasing capacity is difficult because:

· adding 30,000 tons of new production capacity to an existing silicon manufacturing plant would cost
approximately $120,000 thousand and take at least 12 to 18 months to complete once permits are obtained;

· a greenfield development project would take at least three to five years to complete and would require significant
capital expenditure and, regulatory compliance costs; and

· obtaining sufficient and dependable electric power at competitive rates in areas near the required natural resources is
extremely difficult.

We may not have sufficient funds to expand existing facilities, acquire new facilities, or open new ones and may be required
to incur significant debt to do so, which could have a material adverse effect on our business and financial condition.

Our actual financial position and results of operations may differ materially from certain of the financial data included in
this annual report, and, despite our best efforts, the historical financial information included in this annual report may not
be representative of our results for the periods presented or future periods.

Ferroglobe PLC was formed upon the consummation of the Business Combination on December 23, 2015. FerroAtlántica is
the Company’s “Predecessor” for accounting purposes. Therefore, the historical data and results of Ferroglobe for the 2015
fiscal year are composed of the results of:

· Ferroglobe PLC for the period beginning February 5, 2015 (inception of the entity) and ending December 31, 2015;

· FerroAtlántica, the Company’s “Predecessor,” for the twelve-month period ended December 31, 2015; and

· Globe for the eight-day period ended December 31, 2015.

The historical data and results of fiscal years before 2015 correspond exclusively to the Predecessor, unless otherwise
expressly stated. This affects the comparability of our historical data and results for the year ended December 31, 2015 and
any subsequent periods with our historical data and results for any previous periods.

Furthermore, the historical financial information included in this annual report may not be indicative of our future financial
performance or our ability to meet our obligations.

We are subject to restrictive covenants under our credit facilities and other financing agreements. These covenants could
significantly affect the way in which we conduct our business. Our failure to comply with these covenants could lead to an
acceleration of our debt.

We have entered into credit facilities that contain covenants that in certain circumstances, among other things, restrict our
ability to sell assets; incur, repay or refinance indebtedness; create liens; make investments; engage in mergers or
acquisitions; pay dividends, including dividends by subsidiaries to Ferroglobe PLC; repurchase stock; or make capital
expenditures. These credit facilities also require compliance with specified financial covenants, including minimum interest
coverage and maximum leverage ratios. We cannot borrow under the credit facilities if the additional borrowings

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would cause a breach of such financial covenants. Further, a significant portion of our assets are pledged to secure the
indebtedness. For example, certain equity interests and assets are pledged to secure the New Revolving Credit Facility.

We have in the past breached certain financial covenants, including financial maintenance covenants under the Old
Revolving Credit Facility as of and for the three months ended September 30 and December 31, 2016, certain covenants
under our credit facilities. Our ability to comply with applicable debt covenants may be affected by events beyond our
control, potentially leading to future breaches. The breach of any of the covenants contained in our credit facilities, unless
waived, would constitute an event of default, in turn permitting the lenders to terminate their commitments to extend credit
under, and accelerate the maturity of, the credit facilities in question. If in such circumstances we were unable to repay
lenders and holders, or obtain waivers from them on acceptable terms or at all, the lenders and holders could foreclose upon
the collateral securing the credit facilities and exercise other rights. Such events, should they occur, could have a material
adverse effect on our business, results of operations and financial condition. See “—Risks Related to Our Capital Structure—
We are subject to restrictive covenants under our financing agreements, which could impair our ability to run our business”
below.

Our insurance costs may increase materially, and insurance coverages may not be adequate to protect us against all risks
and potential losses to which we may be subject.

We maintain various forms of insurance covering a number of specified and consequential risks and losses arising from
insured events under the policies, including certain business interruptions and claims for damage and loss caused by certain
natural disasters, such as earthquakes, floods and windstorms. Our existing property and liability insurance coverage contains
various exclusions and limitations on coverage. In some previous insurance policy renewals, we have acceded to larger
premiums, self‑insured retentions and deductibles. For example, as a result of the explosion at our facility in Chateau
Feuillet, France, the applicable property insurance premium increased. We may also be subject to additional exclusions and
limitations on coverage in future insurance policy renewals. There can be no assurance that the insurance policies we have in
place are or will be sufficient to cover all potential losses we may incur. In addition, due to changes in our circumstances and
in the global insurance market, insurance coverage may not continue to be available to us on terms we consider
commercially reasonable or be sufficient to cover multiple large claims.

We have operations and assets in the United States, Spain, France, Canada, China, South Africa, Norway, Venezuela,
Poland, Argentina, Mauritania and may have operations and assets in other countries in the future. Our international
operations and assets may be subject to various economic, social and governmental risks.

Our international operations and sales may expose us to risks that are more significant in developing markets than in
developed markets and which could negatively impact future revenue and profitability. Operations in developing countries
may not operate or develop in the same way or at the same rate as might be expected in a country with an economy,
government and legal system similar to western countries. The additional risks that we may be exposed to in such cases
include, but are not limited to:

· tariffs and trade barriers;

· sanctions and other restrictions in our ability to conduct business with certain countries, companies or individuals;

· recessionary trends, inflation or instability of financial markets;

· regulations related to customs and import/export matters;

· tax issues, such as tax law changes, changes in tax treaties and variations in tax laws;

· changes in regulations that affect our business, such as new or more stringent environmental requirements or sudden
and unexpected raises in power rates;

· limited access to qualified staff;

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· inadequate infrastructure;

· cultural and language differences;

· inadequate banking systems;

· restrictions on the repatriation of profits or payment of dividends;

· crime, strikes, riots, civil disturbances, terrorist attacks or wars;

· nationalization or expropriation of property;

· law enforcement authorities and courts that are weak or inexperienced in commercial matters; and

· deterioration of political relations among countries.

In addition to the foregoing, exchange controls and restrictions on transfers abroad and capital inflow restrictions have
limited, and can be expected to continue to limit, the availability of international credit. For example, the results of
operations of our subsidiary in Venezuela have been adversely affected by changes to exchange rate policies there, and while
Argentina recently lifted its restrictions limiting the ability of companies to buy foreign currency and to make dividend
payments abroad, it devalued the peso, which is likely to fuel inflation and increase operating costs.

The critical social, political and economic conditions in Venezuela have adversely affected, and may continue to adversely
affect, our results of operations.

Among other policies in recent years, the Venezuelan government has continuously devalued the Bolívar. The resulting
inflation has devastated the country, which is experiencing all manner of shortages of basic materials and other goods and
difficulties in importing raw materials. In 2016, we idled our Venezuelan operations and sought to determine the recoverable
value of the long lived assets there. We concluded that the costs to dispose of the facility exceeded the fair value of the
assets, primarily due to political and financial instability in Venezuela. Accordingly, we wrote down the full value of our
Venezuelan operations. Our Venezuelan subsidiary has been able to meet its obligations (tax, labor, power costs and others)
in the past through the sales of existing stock to customers, while remaining cash neutral in its operation. However, our
inability to generate cash in that market may cause us to default on some of our obligations there in the future, which may
result in administrative intervention or other consequences. If the social, political and economic conditions in Venezuela
continue as they are, or worsen, our business, results of operations and financial condition could be adversely affected.

We are exposed to foreign currency exchange risk and our business and results of operations may be negatively affected by
the fluctuation of different currencies.

We transact business in numerous countries around the world and a significant portion of our business entails cross border
purchasing and sales. Our sales made in a particular currency do not exactly match the amount of our purchases in such
currency. We prepare our consolidated financial statements in U.S. Dollars, while the financial statements of each of our
subsidiaries are prepared in the entities functional currency. Accordingly, our revenues and earnings are continuously
affected by fluctuations in foreign currency exchange rates. For example, our sales made in U.S. Dollars exceed the amount of
our purchases made in U.S. Dollars, such that the appreciation of certain currencies (like the Euro or the South African Rand)
against the U.S. Dollar would tend to have an adverse effect on our costs. Such adverse movements in relevant exchange
rates could have a material adverse effect on our business, results of operations and financial condition.

We depend on a limited number of suppliers for certain key raw materials. The loss of one of these suppliers or the failure
of one of any of them to meet contractual obligations to us could have a material adverse effect on our business.

Colombia and the United States are among the preferred sources for the metallurgical coal consumed in the production of
silicon metal and silicon-based alloys, and the vast majority of produces source coal from these two countries. In the year

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ended December 31, 2017, approximately 71% of our coal was purchased from third parties. Of our third party purchases,
approximately 63% came from Colombia. Additionally, the great majority of manganese ore we purchase comes from
suppliers located in South Africa and Gabon, which supplied approximately 94% of the manganese ore we purchased in
2017. We do not control these third party suppliers and must rely on them to perform in accordance with the terms of their
contracts. If these suppliers fail to provide us with the required raw materials in a timely manner, or at all, or if the quantity or
quality of the materials they provide is lower than that contractually agreed, we may not be able to procure adequate supplies
of raw materials from alternative sources on comparable terms, or at all, which could have a material adverse effect on our
business, results of operations and financial condition.

Planned investments in the expansion and improvement of existing facilities and in the construction of new facilities may
not be successful.

We are engaged in significant capital improvements to our existing facilities to upgrade and add capacity to those facilities.
We also may engage in the development and construction of new facilities. Should any such efforts not be completed in a
timely manner and within budget, or be unsuccessful otherwise, we may incur additional costs or impairments which could
have a material adverse effect on our business, results of operations and financial condition.

If hydrology conditions at our hydropower facilities are unfavorable or below our estimates, our electricity production,
and therefore our revenue, may be substantially below our expectations.

The revenues generated by our hydroelectric operations are determined by the amount of electricity generated, which in turn
is entirely dependent upon available water flows that may vary significantly over time. Rainfall and resulting hydrology
conditions naturally vary from season to season and from year to year and may also change permanently because of climate
change or other factors. A material reduction in seasonal rainfall will cause affected hydropower plants to run at a reduced
capacity and therefore produce less electricity, adversely impacting revenue and profitability.

Moreover, if too much rainfall occurs at any one time, water may flow too quickly and at volumes in excess of a particular
hydropower plant’s designated operational levels, requiring the discharge of water through sluice gates rather than the
plant’s turbines. Such conditions, as well as flooding, lightning strikes, earthquakes, severe storms, wildfires, and other
unfavorable weather conditions (including those due to climate change), may adversely impact water flow rates of the rivers
on which our hydropower plants depend and require us to bypass turbines or shut down facilities, decreasing electricity
production levels and revenues.

Any delay or failure to procure, renew or maintain necessary governmental permits, including environmental permits and
concessions to operate our hydropower plants would adversely affect our results of operations.

The operation of our hydropower plants is highly regulated, requires various governmental permits, including environmental
permits and concessions, and may be subject to the imposition of conditions by government authorities. We cannot predict
whether the conditions prescribed in such permits and concessions will be achievable. The denial of a permit essential to a
hydropower plant or the imposition of impractical conditions would impair our ability to operate the plant. If we fail to
satisfy the conditions or comply with the restrictions imposed by governmental permits or concessions, or restrictions
imposed by other applicable statutory or regulatory requirements, we may face enforcement action and be subject to fines,
penalties or additional costs or revocation of such permits or concessions. Any failure to procure, renew or abide by necessary
permits and concessions would adversely affect the operation of our hydropower plants.

In Spain, the use and exploitation of the hydropower plants located in Aragón and Galicia are not only subject to the
limitations imposed on their concession certificates, but also to the limitations imposed by environmental regulation related
to water distribution and flows. Power generation and the use of water at all hydropower plants must meet the requirements
set out in the Spanish National Hydrological Plan and the various provisions and acts of the Spanish Water Administration.
Any further restrictions on our ability to use water at these plants would negatively impact our hydropower production and
further expose us to increases in power prices in Spain.

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Equipment failures may lead to production curtailments or shutdowns and repairing any failure could require us to incur
capital expenditures and other costs.

Many of our business activities are characterized by substantial investments in complex production facilities and
manufacturing equipment. Because of the complex nature of our production facilities, any interruption in manufacturing
resulting from fire, explosion, industrial accidents, natural disaster, equipment failures or otherwise could cause significant
losses in operational capacity and could materially and adversely affect our business, results of operations and financial
condition.

Our hydropower generation assets and other equipment may not continue to perform as they have in the past or as they are
expected. A major equipment failure due to wear and tear, latent defect, design error or operator error, early obsolescence,
natural disaster or other force majeure event could cause significant losses in operational capacity. Repairs following such
failures could require us to incur capital expenditures and other costs. Such major failures also could result in damage to the
environment or damages and harm to third parties or the public, which could expose us to significant liability. Such costs
and liabilities could adversely affect our business, results of operations and financial condition.

We depend on proprietary manufacturing processes and software. These processes may not yield the cost savings that we
anticipate and our proprietary technology may be challenged.

We rely on proprietary technologies and technical capabilities in order to compete effectively and produce high quality
silicon metal and silicon-based alloys, including:

· computerized technology that monitors and controls production furnaces;

· electrode technology and operational know‑how;

· metallurgical processes for the production of solar‑grade silicon metal;

· production software that monitors the introduction of additives to alloys, allowing the precise formulation of the
chemical composition of products; and

· flowcaster equipment, which maintains certain characteristics of silicon‑based alloys as they are cast.

We are subject to a risk that:

· we may not have sufficient funds to develop new technology and to implement effectively our technologies as
competitors improve their processes;

· if implemented, our technologies may not work as planned; and

· our proprietary technologies may be challenged and we may not be able to protect our rights to these technologies.

Patent or other intellectual property infringement claims may be asserted against us by a competitor or others. Our
intellectual property rights may not be enforceable and may not enable us to prevent others from developing and marketing
competitive products or methods. An infringement action against us may require the diversion of substantial funds from our
operations and may require management to expend efforts that might otherwise be devoted to operations. A successful
challenge to the validity of any of our patents may subject us to a significant award of damages, and may oblige us to secure
licenses of others’ intellectual property, which could have a material adverse effect on our business, results of operations and
financial condition.

We also rely on trade secrets, know‑how and continuing technological advancement to maintain our competitive position.
We may not be able to effectively protect our rights to unpatented trade secrets and know‑how.

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Ferroglobe PLC is a holding company whose principal source of revenue is the income received from its subsidiaries.

Ferroglobe PLC is dependent on the income generated by its subsidiaries in order to earn distributable profits and pay
dividends to shareholders. The amounts of distributions and dividends, if any, to be paid to us by any operating subsidiary
will depend on many factors, including such subsidiary’s results of operations and financial condition, limits on dividends
under applicable law, its constitutional documents, documents governing any indebtedness, applicability of tax treaties and
other factors which may be outside our control. If our operating subsidiaries do not generate sufficient cash flow, we may be
unable to earn distributable profits and/or pay dividends on our shares.

Our business operations may be impacted by various types of claims, lawsuits, and other contingent obligations.

We are involved in various legal and regulatory proceedings including those that arise in the ordinary course of our business.
We estimate such potential claims and contingent liabilities and, where appropriate, record provisions to address these
contingent liabilities. The ultimate outcome of the legal matters currently pending against our Company is uncertain, and
although such claims, lawsuits and other legal matters are not expected individually to have a material adverse effect, such
matters in the aggregate could have a material adverse effect on our business, results of operations and financial condition.
Furthermore, we could, in the future, be subject to judgments or enter into settlements of lawsuits and claims that could have
a material adverse effect on our results of operations in any particular period. While we maintain insurance coverage in
respect of certain risks and liabilities, we may not be able to obtain such insurance on acceptable terms in the future, if at all,
and any such insurance may not provide adequate coverage against such claims. See “Item 8.A.—Financial Information—
Consolidated Statements and Other Financial Information—Legal proceedings” for additional information regarding legal
proceedings to which we are party.

We are exposed to changes in economic conditions where we operate and globally that are beyond our control.

Our industry is affected by changing economic conditions, including changes in national, regional and local unemployment
levels, changes in national, regional and local economic development plans and budgets, shifts in business investment and
consumer spending patterns, credit availability, and business and consumer confidence. Disruptions in national economies
and volatility in the financial markets may and often will reduce consumer confidence, negatively affecting business
investment and consumer spending. The outlook for the global economy in the near to medium term is uncertain due to
several factors, including geopolitical risks and concerns about global growth and stability. Concerns also remain regarding
the sustainability of the European Monetary Union and its common currency, the Euro, in their current form, particularly
following the vote in favor of the United Kingdom’s exit from the European Union in June 2016 and the UK Prime Minister’s
formal delivery of a notice of withdrawal from the European Union in March 2017, and in light of elections held, or to be
held, in several European countries in 2017 and 2018.

We are not able to predict the timing or duration of periods economic growth in the countries where we operate and/or sell
products, nor are we able to predict the timing or duration of any economic downturn or recession that may occur in the
future.

Cybersecurity breaches and threats could disrupt our business operations and result in the loss of critical and confidential
information.

We rely on the effective functioning and availability of our information technology and communication systems and the
security of such systems for the secure processing, storage and transmission of confidential information. The sophistication
and magnitude of cybersecurity incidents are increasing and include, among other things, unauthorized access, computer
viruses, deceptive communications and malware. Information technology security processes may not effectively detect or
prevent cybersecurity breaches or threats and the measures we have taken to protect against such incidents may not be
sufficient to anticipate or prevent rapidly evolving types of cyber-attacks. Breaches of the security of our information
technology and communication systems could result in destruction or corruption of data, the misappropriation, corruption or
loss of critical or confidential information, business disruption, reputational damage, litigation and remediation costs.

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Possible new tariffs and duties that might be imposed by certain governments, including the United States, the European
Union and others, could have a material adverse effect on our results of operations.

In March 2018, the President of the United States announced import tariffs of 25 percent on steel and 10 percent on
aluminum, with exemptions for Canada and Mexico only. In April 2018, the U.S. government released a list of Chinese
products (in addition to steel and aluminum) that are subject to new tariffs, including a wide array of raw materials,
construction machinery, agricultural equipment, electronics, medical devices, and consumer goods. China has already
announced a plan to impose tariffs on a wide range of US products in retaliation for the new US tariffs on steel and aluminum
and may impose additional tariffs in response to the new US tariffs on other Chinese products. These and like actions by the
United States and China could result in the imposition of new tariffs by other countries. Any resulting “trade war” could have
a significant adverse effect on world trade and the world economy. To date tariffs have not affected our business to a material
degree. It is too early to predict how the recently enacted tariffs on imported aluminum and steel will impact our business.

Our suppliers, customers, agents or business partners may be subject to or affected by export controls or trade sanctions
imposed by government authorities from time to time, which may restrict our ability to conduct business with them and
potentially disrupt our production or our sales.

The US, EU, UN and other authorities have variously imposed export controls and trade sanctions on certain countries,
companies, individuals and products, restricting our ability to trade normally with or in them. At present, compliance with
such trade regulation is not affecting our business to a material degree. However, new trade regulations may be imposed at
any time that target or otherwise affect our customers, suppliers, agents or business partners or their products. In particular,
trade sanctions could be imposed that restrict our ability to do business with one or more critical suppliers and/or require
special licenses to do so. Such events could potentially disrupt our production or sales and have a material adverse effect on
our business, results of operations and financial condition.

Risks Related to Our Capital Structure

We have recorded a significant amount of goodwill and we may not realize the full value thereof.

We have recorded a significant amount of goodwill. Total goodwill, which represents the excess of the cost of acquisitions
over our interest in the net fair value of the assets acquired and liabilities and contingent liabilities assumed, was $205,287
thousand as of December 31, 2017, or 10% of our total assets. Goodwill is recorded on the date of acquisition and, in
accordance with IFRS, is tested for impairment annually and whenever there is any indication of impairment. Impairment
may result from, among other things, deterioration in our performance, a decline in expected future cash flows, adverse
market conditions, adverse changes in applicable laws and regulations (including changes that restrict or otherwise affect our
mining and other operating activities) and a variety of other factors. The amount of any impairment must be expensed
immediately as a charge to our consolidated income statement. For example, in 2017, in connection with our annual
goodwill impairment test, the Company recognized an impairment charge of $30,618 thousand related to the partial
impairment of goodwill related to our business unit in Canada, which was recorded as a result of a sustained decline in future
estimated sales prices and a decrease in our estimated long-term growth rate that led the Company to revise its expected
future cash flows from its Canadian operations. See “Item 5.A.—Operating and Financial Review and Prospects—Operating
Results—Critical Accounting Policies—Goodwill.” Our forecasts present inevitable elements of uncertainty due to the
unpredictability of future events and the characteristics of the relevant market; therefore, our ability to meet forecasts may
affect future evaluations, including goodwill impairment assessments. Any future impairment of goodwill may result in
material reductions of our income and equity under IFRS.

Our leverage may make it difficult for us to service our debt and operate our business.

We have significant outstanding indebtedness and debt service requirements. Our leverage could have important
consequences, including:

· making it more difficult for us to satisfy our obligations to all creditors and holders;

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· requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thus
reducing the availability of our cash flow to fund internal growth through working capital and capital expenditures
and for other general corporate purposes;

· increasing our vulnerability to a downturn in our business or economic or industry conditions;

· placing us at a competitive disadvantage compared to our competitors that have less indebtedness in relation to cash
flow;

· limiting our flexibility in planning for or reacting to changes in our business and our industry;

· restricting us from investing in growing our business, pursuing strategic acquisitions and exploiting certain business
opportunities; and

· limiting, among other things, our and our subsidiaries’ ability to incur additional indebtedness or raise equity
capital in the future and increasing the costs of such additional financings.

Our ability to service our indebtedness will depend on our future performance and liquidity, which will be affected by
prevailing economic conditions and financial, business, regulatory and other factors. Many of these factors are beyond our
control. We may not be able to generate enough cash flow from operations or obtain enough capital to service our
indebtedness or fund our planned capital expenditures. If we cannot service our indebtedness and meet our other obligations
and commitments, we might be required to refinance our indebtedness, obtain additional financing, delay planned capital
expenditures or to dispose of assets to obtain funds for such purpose. We cannot assure you that any refinancing or asset
dispositions could be effected on a timely basis or on satisfactory terms, if at all, or would be permitted by the terms of our
outstanding debt instruments.

We are subject to restrictive covenants under our financing agreements, which could impair our ability to run our business.

Restrictive covenants under our financing agreements, including the Indenture and the New Revolving Credit Facility, may
restrict our ability to operate our business. Our failure to comply with these covenants, including as a result of events beyond
our control, could result in an event of default that could materially and adversely affect our business, results of operations
and financial condition.

In particular, the Indenture and the New Revolving Credit Facility contain negative covenants restricting, among other
things, our ability to:

· make certain advances, loans or investments;

· incur indebtedness or issue guarantees;

· create security;

· sell, lease, transfer or dispose of assets;

· merge or consolidate with other companies;

· transfer all or substantially all of our assets;

· make a substantial change to the general nature of our business;

· pay dividends and make other restricted payments;

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· create or incur liens;

· agree to limitations on the ability of our subsidiaries to pay dividends or make other distributions;

· engage in sales of assets and subsidiary stock;

· enter into transactions with affiliates;

· amend organizational documents;

· enter into sale-leaseback transactions; and

· enter into agreements that contain a negative pledge.

All of these limitations are subject to significant exceptions and qualifications.

The restrictions contained in our financing agreements could affect our ability to operate our business and may limit our
ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, such
restrictions could adversely affect our ability to finance our operations, make strategic acquisitions, investments or alliances,
restructure our organization or finance our capital needs. Additionally, our ability to comply with these covenants and
restrictions may be affected by events beyond our control. These include prevailing economic, financial and industry
conditions. If we breach any of these covenants or restrictions, we could be in default under our financing agreements.

If there were an event of default under any of our debt instruments that is not cured or waived, the holders of the defaulted
debt could terminate their commitments thereunder and declare all amounts outstanding with respect to such indebtedness
due and payable immediately, which, in turn, could result in cross-defaults under our other outstanding debt instruments.
Any such actions could force us into bankruptcy or liquidation.

We may not be able to generate sufficient cash to pay our accounts payable, meet our debt service obligations or meet our
obligations under other financing agreements, in which case our creditors could declare all amounts owed to them due and
payable, leading to liquidity constraints.

Our ability to make interest payments and to meet our other debt service obligations, or to refinance our debt, depends on our
future operating and financial performance, which, in turn, depends on our ability to successfully implement our business
strategies and plans as well as general economic, financial, competitive, regulatory and other factors beyond our control. If
we cannot generate sufficient cash to meet our debt service requirements, we may, among other things, need to refinance all
or a portion of our debt to obtain additional financing, delay planned capital expenditures or investments or sell material
assets.

If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or
at all, we may not be able to satisfy our debt obligations. If we are also unable to satisfy our obligations on other financing
arrangements, we could be in default under our existing financing agreements or other relevant financing agreements that we
may enter into in the future. In the event of certain defaults under existing agreements, the lenders under the respective
facilities or financing instruments could take certain actions, including terminating their commitments and declaring all
principal amounts outstanding under our credit facilities and other indebtedness due and payable, together with accrued and
unpaid interest. Such a default, or a failure to make interest payments, could mean that borrowings under other debt
instruments that contain cross-acceleration or cross-default provisions may, as a result, also be accelerated and become due
and payable. If the debt under any of the material financing arrangements that we have entered into or will subsequently
enter into were to be accelerated, our assets may be insufficient to repay the outstanding debt in full. Any such actions could
force us into bankruptcy or liquidation, and we might not be able to repay our obligations under our financing agreements in
such an event.

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Risks Related to Our Ordinary Shares

Our share price may be volatile, and purchasers of our ordinary shares could incur substantial losses.

Our share price has been volatile in the recent past and may be so in the future. Moreover, stock markets in general
experience periods of extreme volatility that are often unrelated to the operating performance of particular companies. As a
result of this volatility, you may not be able to sell our ordinary shares at or above the price at which you purchase them. The
market price for our shares may be influenced by many factors, including:

· the success of competitive products or technologies;

· regulatory developments in the United States and other countries;

· developments or disputes concerning patents or other proprietary rights;

· the recruitment or departure of key personnel;

· quarterly or annual variations in our financial results or those of companies that are perceived to be similar to us;

· market conditions in the industries in which we compete and issuance of new or changed securities analysts’ reports
or recommendations;

· the failure of securities analysts to cover our ordinary shares or changes in financial estimates by analysts;

· the inability to meet the financial estimates of analysts who follow our ordinary shares;

· investor perception of our Company and of the industries in which we compete; and

· general economic, political and market conditions.

If securities or industry analysts do not publish or cease publishing research reports about us, if they adversely change their
recommendations regarding our ordinary shares, or if our operating results do not meet their expectations, the price of our
ordinary shares could decline.

The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts
may publish about us, our business, our market or our competitors. Securities and industry analysts currently publish limited
research on us. If there is limited or no securities or industry analyst coverage of us, the market price and trading volume of
our ordinary shares would likely be negatively impacted. Moreover, if any of the analysts who may cover us downgrade our
ordinary shares or provide relatively more favorable recommendations concerning our competitors, or if our operating results
or prospects do not meet their expectations, the market price of our ordinary shares could decline. If any of the analysts who
may cover us were to cease coverage or fail regularly to publish reports about our Company, we could lose visibility in the
financial markets, which, in turn, could cause our share price or trading volume to decline.

As a foreign private issuer and “controlled company” within the meaning of the rules of NASDAQ, we are subject to
different U.S. securities laws and NASDAQ governance standards than domestic U.S. issuers of securities. These may afford
relatively less protection to holders of our ordinary shares, and you may not receive all corporate and company
information and disclosures that you are accustomed to receiving or in a manner in which you are accustomed to receiving
it.

As a foreign private issuer, the rules governing the information that we disclose differ from those governing U.S. corporations
pursuant to the U.S. Securities Exchange Act of 1934, as amended (“U.S. Exchange Act”). Although we intend to report
periodic financial results and certain material events, we are not required to file quarterly reports on Form

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10 Q or provide current reports on Form 8 K disclosing significant events within four days of their occurrence. In addition, we
are exempt from the SEC’s proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Our
exemption from Section 16 rules requiring the reporting of beneficial ownership and sales of shares by insiders means that
you will have less data in this regard than shareholders of U.S. companies that are subject to this part of the U.S. Exchange
Act. As a result, in deciding whether to purchase our shares, you may not have all the data that you are accustomed to having
when making investment decisions with respect to domestic U.S. public companies.

As a “controlled company” within the meaning of the corporate governance standards of NASDAQ, we may elect not to
comply with certain corporate governance requirements, including:

· the requirement that a majority of our Board consist of independent directors;

· the requirement that our Board have a compensation committee that is composed entirely of independent directors
with a written charter addressing the committee’s purpose and responsibilities; and

· the requirements that director nominees are selected, or recommended for selection by our Board, either by
(1) independent directors constituting a majority of our Board’s independent directors in a vote in which only
independent directors participate, or (2) a nominations committee composed solely of independent directors, and
that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.

We may utilize these exemptions for as long as we continue to qualify as a “controlled company.” While exempt, we will not
be required to have a majority of independent directors, our nominations and compensation committees will not be required
to consist entirely of independent directors and such committees will not be subject to annual performance evaluations.

Furthermore, NASDAQ Rule 5615(a)(3) provides that a foreign private issuer, such as our Company, may rely on home
country corporate governance practices in lieu of certain of the rules in the NASDAQ Rule 5600 Series and Rule 5250(d),
provided that we nevertheless comply with NASDAQ’s Notification of Noncompliance requirement (Rule 5625), the Voting
Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee
members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). Although we are permitted to follow certain
corporate governance rules that conform to U.K. requirements in lieu of many of the NASDAQ corporate governance rules, we
intend to comply with the NASDAQ corporate governance rules applicable to foreign private issuers. Accordingly, our
shareholders will not have the same protections afforded to stockholders of U.S. companies that are subject to all of the
corporate governance requirements of NASDAQ.

We have identified material weaknesses in our internal control over financial reporting. Failure to remediate the identified
material weakness or establish and maintain effective internal control over financial reporting could result in material
misstatements in our financial statements or a failure to meet our reporting obligations, which could also impact the
market price of our shares or our ability to remain listed on NASDAQ.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and
disclosure controls and procedures. We are required under Section 404(a) of the Sarbanes-Oxley Act to furnish a report by
management on, among other things, the effectiveness of our internal controls over financial reporting. This assessment
includes disclosure of any material weaknesses identified by our management in our internal controls over financial
reporting. A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements
will not be prevented or detected on a timely basis.

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2017, we and
our independent auditor carried out an evaluation of the effectiveness of our internal controls over financial reporting and
concluded that there were material weaknesses in relation to the principles of the COSO framework with; i) deficiencies
associated with control activities for the Company and ii) deficiencies in the control environment in respect of our legacy
administration office in Spain, who are responsible for internal control over financial reporting of FerroAtlántica and its

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subsidiaries . This resulted in a number of deficiencies which when taken in aggregate, resulted in the conclusion that there
were material weaknesses in the design and operating effectiveness of our internal controls as at December 31, 2017. These
material weaknesses are described in “Item 15.B.—Controls and Procedures—Management’s annual report on internal
control over financial reporting” below. However, all these significant identified misstatements were corrected in the
financial statements as of December 31, 2017 and, notwithstanding these material weaknesses and management’s assessment
that internal control over financial reporting was ineffective as of December 31, 2017, our management believes that the
consolidated financial statements included in this annual report fairly present in all material respects our financial condition,
results of operations and cash flows for the periods presented.

We are taking, and will continue to take, measures to remediate the causes of these material weaknesses. However, failure to
remediate these material weaknesses effectively or establish and maintain effective internal control over financial reporting
could result in material misstatements in our financial statements or a failure to meet our reporting obligations. This, in turn,
could negatively impact our business, operating results, financial condition, the market price of our shares and our ability to
remain listed on NASDAQ.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

We could cease to be a foreign private issuer if a majority of our outstanding voting securities are directly or indirectly held
of record by U.S. residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status.
In that event, the regulatory and compliance costs we would incur as a domestic registrant may be significantly higher than
we incur as a foreign private issuer, which could have a material adverse effect on our business, operating results and
financial condition.

If Grupo VM’s share ownership falls below 50%, we may no longer be considered a “controlled company” within the
meaning of the rules of NASDAQ.

In the event Grupo VM sells shares in our Company to such an extent that it thereafter owns less than 50% of the total voting
rights in our shares, we would no longer be considered a “controlled company” within the meaning of the corporate
governance standards of NASDAQ. Under NASDAQ rules, a company that ceases to be a controlled company must comply
with the independent board committee requirements as they relate to the nominating and corporate governance and
compensation committees on the following phase-in schedule: (1) one independent committee member at the time it ceases
to be a controlled company, (2) a majority of independent committee members within 90 days of the date it ceases to be a
controlled company, and (3) all independent committee members within one year of the date it ceases to be a controlled
company. Additionally, NASDAQ rules provide a 12 month phase-in period from the date a company ceases to be a
controlled company to comply with the majority independent board requirement. If, within the phase-in periods, we are not
able to recruit additional directors who would qualify as independent, or otherwise fail to comply with applicable NASDAQ
rules, we may be subject to delisting by NASDAQ. Furthermore, a change in our board of directors and committee
membership may result in a change in corporate strategy and operation philosophies including deviation from our current
growth strategy, which could have a material adverse effect on our business, results of operations and financial condition.

As an English public limited company, certain capital structure decisions require shareholder approval, which may limit
our flexibility to manage our capital structure.

English law provides that a board of directors may only allot shares (or rights or convertible into shares) with the prior
authorization of shareholders, such authorization being up to the aggregate nominal amount of shares and for a maximum
period of five years, each as specified in the articles of association or relevant shareholder resolution. The Articles authorize
the allotment of additional shares for a period of five years from October 26, 2017 (being the date of the adoption of the
Articles), which authorization will need to be renewed upon expiration (i.e., at least every five years) but may be sought more
frequently for additional five-year terms (or any shorter period).

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English law also generally provides shareholders with preemptive rights when new shares are issued for cash. However, it is
possible for the articles of association, or for shareholders acting in a general meeting, to exclude preemptive rights. Such an
exclusion of preemptive rights may be for a maximum period of up to five years from the date of adoption of the articles of
association, if the exclusion is contained in the articles of association, or from the date of the shareholder resolution, if the
exclusion is by shareholder resolution. In either case, this exclusion would need to be renewed by our shareholders upon its
expiration (i.e., at least every five years). The Articles exclude preemptive rights for a period of five years from October 26,
2017, which exclusion will need to be renewed upon expiration (i.e., at least every five years) to remain effective, but may be
sought more frequently for additional five-year terms (or any shorter period).

English law also generally prohibits a public company from repurchasing its own shares without the prior approval of
shareholders by ordinary resolution, such being a resolution passed by a simple majority of votes cast, and other formalities.
As an English company listed on NASDAQ, we may not make on-market purchases of our shares and may make off-market
purchases only for the purposes of or pursuant to an employees’ share scheme where our shareholders have approved our
doing so by ordinary resolution (and with a maximum duration of such approval of five years) or with the prior consent of our
shareholders by ordinary resolution to the proposed contract for the purchase of our shares.

English law requires that we meet certain financial requirements before we declare dividends or repurchases.

Under English law, we may only declare dividends, make distributions or repurchase shares out of distributable reserves of
the Company or distributable profits. “Distributable profits” are a company’s accumulated, realized profits, so far as not
previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previously written off
in a reduction or reorganization of capital duly made, as reported to the Companies House. In addition, as a public company,
we may only make a distribution if the amount of our net assets is not less than the aggregate amount of our called-up share
capital and undistributable reserves and if, and to the extent that, the distribution does not reduce the amount of those assets
to less than that aggregate amount. The Articles permit declaration of dividends by ordinary resolution of the shareholders,
provided that the directors have made a recommendation as to its amount. The dividend shall not exceed the amount
recommended by the directors. The directors may also decide to pay interim dividends if it appears to them that the profits
available for distribution justify the payment. When recommending or declaring the payment of a dividend, the directors will
be required under English law to comply with their duties, including considering our future financial requirements.

The enforcement of shareholder judgments against us or certain of our directors may be more difficult.

Because we are a public limited company incorporated under English law, and because most of our directors and executive
officers are non-residents of the United States and substantially all of the assets of such directors and executive officers are
located outside of the United States, our shareholders could experience more difficulty enforcing judgments obtained against
our Company or our directors in U.S. courts than would currently be the case for U.S. judgments obtained against a U.S.
public company or U.S. resident directors. In addition, it may be more difficult (or impossible) to assert some types of claims
against our Company or its directors in courts in England, or against certain of our directors in courts in Spain, than it would
be to bring similar claims against a U.S. company and/or its directors in a U.S. court.

The United States is not currently bound by a treaty with Spain or the United Kingdom providing for reciprocal recognition
and enforcement of judgments rendered in civil and commercial matters with Spain or the United Kingdom, other than
arbitral awards. There is, therefore, doubt as to the enforceability of civil liabilities based upon U.S. federal securities laws in
an action to enforce a U.S. judgment in Spain or the United Kingdom. In addition, the enforcement in Spain or the United
Kingdom of any judgment obtained in a U.S. court based on civil liabilities, whether or not predicated solely upon U.S.
federal securities laws, will be subject to certain conditions. There is also doubt that a court in Spain or the United Kingdom
would have the requisite power or authority to grant remedies in an original action brought in Spain or the United Kingdom
on the basis of U.S. federal securities laws violations.

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Risks Related to Tax Matters

The application of Section 7874 of the Code, including under recent IRS guidance, and/or changes in law could affect our
status as a foreign corporation for U.S. federal income tax purposes.

We believe that, under current law, we should be treated as a foreign corporation for U.S. federal income tax purposes.
However, the U.S. Internal Revenue Service (the “IRS”) may assert that we should be treated as a U.S. corporation for U.S.
federal income tax purposes pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code”).
Under Section 7874 of the Code, we would be treated as a U.S. corporation for U.S. federal income tax purposes if, after the
Business Combination, (i) at least 80% of our ordinary shares (by vote or value) were considered to be held by former holders
of common stock of Globe by reason of holding such common stock, as calculated for Section 7874 purposes, and (ii) our
expanded affiliated group did not have substantial business activities in the United Kingdom (the “80% Test”).
(The percentage (by vote and value) of our ordinary shares considered to be held by former holders of common stock of
Globe immediately after the Business Combination by reason of their holding common stock of Globe is referred to in this
disclosure as the “Section 7874 Percentage.”)

Determining the Section 7874 Percentage is complex and, with respect to the Business Combination, subject to legal
uncertainties. In that regard, the IRS and U.S. Department of the Treasury (“U.S. Treasury”) recently issued new rules (the
“Temporary Regulations”), which include a rule that applies to certain transactions in which the Section 7874 Percentage is
at least 60% and the parent company is organized in a jurisdiction different from that of the foreign target corporation (the
“Third Country Rule”). This rule applies to transactions occurring on or after November 19, 2015, which date is prior to the
closing of the Business Combination. If the Third Country Rule were to apply to the Business Combination, the 80% Test
would be deemed met and we would be treated as a U.S. corporation for U.S. federal income tax purposes. While we believe
the Section 7874 Percentage is less than 60% such that the Third Country Rule does not apply to us, we cannot assure you
that the IRS will agree with this position and/or would not successfully challenge our status as a foreign corporation. If the
IRS successfully challenged our status as a foreign corporation, significant adverse tax consequences would result for us and
could apply to our shareholders.

In addition to the final rules to be promulgated with respect to the Temporary Regulations, changes to Section 7874 of the
Code, the U.S. Treasury Regulations promulgated thereunder, or to other relevant tax laws (including under applicable tax
treaties) could adversely affect our status or treatment as a foreign corporation, and the tax consequences to our affiliates, for
U.S. federal income tax purposes, and any such changes could have prospective or retroactive application. Recent legislative
proposals have aimed to expand the scope of U.S. corporate tax residence, including by potentially causing us to be treated
as a U.S. corporation if the management and control of us and our affiliates were determined to be located primarily in the
United States, or by reducing the Section 7874 Percentage at or above which we would be treated as a U.S. corporation such
that it would be lower than the threshold imposed under the 80% Test.

Recent IRS guidance and/or changes in law could affect our ability to engage in certain acquisition strategies and certain
internal restructurings.

Even if we are treated as a foreign corporation for U.S. federal income tax purposes, the Temporary Regulations materially
changed the manner in which the Section 7874 Percentage will be calculated in certain future acquisitions of U.S. businesses
in exchange for our equity, which may affect the tax efficiencies that otherwise might be achieved in transactions with third
parties. For example, the Temporary Regulations would impact certain acquisitions of U.S. companies for our Ordinary
Shares (or other stock) in the 36 month period beginning December 23, 2015, by excluding from the
Section 7874 Percentage the portion of Ordinary Shares that are allocable to former holders of common stock of Globe. This
new rule would generally have the effect of increasing the otherwise applicable Section 7874 Percentage with respect to our
future acquisition of a U.S. business. The Temporary Regulations also may more generally limit the ability to restructure the
non-U.S. members of our Company to achieve tax efficiencies.

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Recent IRS proposed regulations and/or changes in laws or treaties could affect the expected financial synergies of the
Business Combination.

The IRS and the U.S. Treasury also recently issued rules that provide that certain intercompany debt instruments issued on or
after April 5, 2016, will be treated as equity for U.S. federal income tax purposes, therefore limiting U.S. tax benefits and
resulting in possible U.S. withholding taxes. As a result of these rules, we may not be able to realize a portion of the financial
synergies that were anticipated in connection with the Business Combination, and such rules may materially affect our future
effective tax rate. While these new rules are not retroactive, they could impact our ability to engage in future restructurings if
such transactions cause an existing debt instrument to be treated as reissued. Furthermore, under certain circumstances, recent
treaty proposals by the U.S. Treasury, if ultimately adopted by the United States and relevant foreign jurisdictions, could
reduce the potential tax benefits for us and our affiliates by imposing U.S. withholding taxes on certain payments from our
U.S. affiliates to related and unrelated foreign persons.

We are subject to tax laws of numerous jurisdictions and our interpretation of those laws is subject to challenge by the
relevant governmental authorities.

We and our subsidiaries are subject to tax laws and regulations in the United Kingdom, the United States, France, Spain and
the other jurisdictions in which we operate. These laws and regulations are inherently complex and we and our subsidiaries
are (and have been) obligated to make judgments and interpretations about the application of these laws and regulations to
us and our subsidiaries and their operations and businesses. The interpretation and application of these laws and regulations
could be challenged by the relevant governmental authority, which could result in administrative or judicial procedures,
actions or sanctions, which could be material.

We intend to operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but the relevant
tax authorities may treat us as also being a resident of another jurisdiction for tax purposes.

We are a company incorporated in the United Kingdom. Current U.K. tax law provides that we will be regarded as being a
U.K. resident for tax purposes from incorporation and shall remain so unless (i) we were concurrently resident of another
jurisdiction (applying the tax residence rules of that jurisdiction) that has a double tax treaty with the United Kingdom and
(ii) there is a tiebreaker provision in that tax treaty which allocates exclusive residence to that other jurisdiction.

Based upon our anticipated management and organizational structure, we believe that we should be regarded solely as
resident in the United Kingdom from our incorporation for tax purposes. However, because this analysis is highly factual and
may depend on future changes in our management and organizational structure, there can be no assurance regarding the final
determination of our tax residence. Should we be treated as resident in a country or jurisdiction other than the United
Kingdom, we could be subject to taxation in that country or jurisdiction on our worldwide income and may be required to
comply with a number of material and formal tax obligations, including withholding tax and reporting obligations provided
under the relevant tax law, which could result in additional costs and expenses.

We may not qualify for benefits under the tax treaties entered into between the United Kingdom and other countries.

We intend to operate in a manner such that, when relevant, we are eligible for benefits under the tax treaties entered into
between the United Kingdom and other countries. However, our ability to qualify and continue to qualify for such benefits
will depend upon the requirements contained within each treaty and the applicable domestic laws, as the case may be, on the
facts and circumstances surrounding our operations and management, and on the relevant interpretation of the tax authorities
and courts.

Our or our subsidiaries’ failure to qualify for benefits under the tax treaties entered into between the United Kingdom and
other countries could result in adverse tax consequences to us and our subsidiaries and could result in certain tax
consequences of owning or disposing of our ordinary shares differing from those discussed below.

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Future changes to domestic or international tax laws or to the interpretation of these laws by the governmental authorities
could adversely affect us and our subsidiaries.

The U.S. Congress, the U.K. Government, the Organization for Economic Co-operation and Development and other
government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to
the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting” (or “BEPS”), in
which payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. Thus,
the tax laws in the United States, the United Kingdom or other countries in which we and our affiliates do business could
change on a prospective or retroactive basis, and any such changes could adversely affect us. Furthermore, the interpretation
and application of domestic or international tax laws made by us and our subsidiaries could differ from that of the relevant
governmental authority, which could result in administrative or judicial procedures, actions or sanctions, which could be
material. Related developments include signing of the OECD’s so-called “Multi Lateral Instrument” by more than 70
countries impacting over 1,100 double tax treaties and the adoption of the Anti Tax Avoidance Directives (known as “ATAD
1 & 2”) by the European Union.

Further developments are to be seen in areas such as the “making tax digital - initiatives” allowing authorities to monitor
multinationals’ tax position on a more real time basis and the contemplated introduction of new taxes, such as revenue based
taxes aimed at technology companies, but which may impact traditional businesses as well.

We may become subject to income or other taxes in jurisdictions which would adversely affect our financial results.

We and our subsidiaries are subject to the income tax laws of the United Kingdom, the United States, France, Spain and the
other jurisdictions in which we operate. Our effective tax rate in any period is impacted by the source and the amount of
earnings among our different tax jurisdictions. A change in the division of our earnings among our tax jurisdictions could
have a material impact on our effective tax rate and our financial results. In addition, we or our subsidiaries may be subject to
additional income or other taxes in these and other jurisdictions by reason of the management and control of our subsidiaries,
our activities and operations, where our production facilities are located or changes in tax laws, regulations or accounting
principles. Although we have adopted guidelines and operating procedures to ensure our subsidiaries are appropriately
managed and controlled, we may be subject to such taxes in the future and such taxes may be substantial. The imposition of
such taxes could have a material adverse effect on our financial results.

We may incur current tax liabilities in our primary operating jurisdictions in the future.

We expect to make current tax payments in some of the jurisdictions where we do business in the normal course of our
operations. Our ability to defer the payment of some level of income taxes to future periods is dependent upon the continued
benefit of accelerated tax depreciation on our plant and equipment in some jurisdictions, the continued deductibility of
external and intercompany financing arrangements and the application of tax losses prior to their expiration in certain tax
jurisdictions, among other factors. The level of current tax payments we make in any of our primary operating jurisdictions
could adversely affect our cash flows and have a material adverse effect on our financial results.

Changes in tax laws may result in additional taxes for us.

We cannot assure you that tax laws in the jurisdictions in which we reside or in which we conduct activities or operations
will not be changed in the future. Such changes in tax law could result in additional taxes for us.

U.S. federal income tax reform could adversely affect us.

Legislation commonly known as the Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017 in the United
States. The TCJA made significant changes to the U.S. federal tax code, including a reduction in the U.S. federal corporate
statutory tax rate from 35% to 21%. The TCJA also made changes to the U.S. federal taxation of foreign earnings and to the
timing of recognition of certain revenue and expenses and the deductibility of certain business expenses. We continue to
examine the impact the TCJA may have on our business. Our net deferred tax assets and liabilities have been revalued at the
newly enacted U.S. corporate rate, and the impact has been recognized in our tax expense in the year of enactment.

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The Company has not completed its accounting for the tax effects of enactment of the Tax Reform Act. However, as
described below, the Company was able to make a reasonable estimate of the impact of the most relevant changes that affect
the Company. The material impact of the TCJA on the Company’s 2017 position was a deferred tax credit of $31.2 million
representing the re-measurement of the Company’s U.S. net deferred tax liability as a consequence of the reduction of the
U.S. federal corporate statutory tax rate from 35% to 21% with effect from January 1, 2018. In addition, a one-off tax charge
of $1.7 million has been included, representing the Company’s best estimate of its liability for the one-time transition tax
imposed by the TCJA on certain of its historic non-U.S. earnings. During 2018, the Company plans to complete its analysis
in the aforementioned areas. Accordingly, the ultimate impact of adopting the TCJA may differ due to, among other things,
changes in estimates resulting from the receipt or calculation of final data, changes in interpretations of the TCJA, and
additional regulatory guidance that may be issued. The accounting for the impact of the TCJA is expected to be completed
during the period ending October 15, 2018, when the Company’s 2017 U.S. federal corporate income tax return is expected
to be filed. This annual report does not discuss in detail the TCJA or the manner in which it might affect us or our
stockholders. We urge you to consult with your own legal and tax advisors with respect to the Tax Reform Act and the
potential tax consequences of investing in our shares.

Our transfer pricing policies are open to challenge from taxation authorities internationally.

Tax authorities have been increasingly focused on transfer pricing in recent years. Due to our international operations and an
increasing number of inter-company cross-border transactions, we are open to challenge from tax authorities with regard to
the pricing of such transactions. A successful challenge by tax authorities may lead to a reallocation of taxable income to a
different tax jurisdiction and may potentially lead to a higher tax bill overall for us.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Ferroglobe PLC

Ferroglobe PLC, initially named VeloNewco Limited, was incorporated under the U.K. Companies Act 2006 as a private
limited liability company in the United Kingdom on February 5, 2015, as a wholly-owned subsidiary of Grupo VM. On 16
October 2015 VeloNewco Limited re-registered as a public limited company. As a result of the Business Combination, which
was completed on December 23, 2015, FerroAtlántica and Globe merged through corporate transactions to create Ferroglobe
PLC, one of the largest producers worldwide of silicon metal and silicon- and manganese-based alloys. To effect the Business
Combination, Ferroglobe acquired from Grupo VM all of the issued and outstanding ordinary shares, par value €1,000 per
share, of Grupo FerroAtlántica in exchange for 98,078,161 newly issued Class A Ordinary Shares, nominal value $7.50 per
share, of Ferroglobe, after which FerroAtlántica became a wholly-owned subsidiary of Ferroglobe. Immediately thereafter,
Gordon Merger Sub, Inc., a wholly-owned subsidiary of Ferroglobe, merged with and into Globe Specialty Metals, Inc., and
each outstanding share of common stock, par value $0.0001 per share, was converted into the right to receive one newly-
issued ordinary share, nominal value $7.50 per share, of Ferroglobe. After these steps, Ferroglobe issued, in total,
171,838,153 shares, out of which 98,078,161 shares were issued to Grupo VM and 73,759,992 were issued to the former
Globe shareholders. Our ordinary shares are currently traded on the NASDAQ under the symbol “GSM.”

On June 22, 2016, we completed a reduction of our share capital, as a result of which the nominal value of each share was
reduced from $7.50 to $0.01, with the amount of the capital reduction being credited to distributable reserves.

On November 18, 2016, our Class A Ordinary Shares were converted into ordinary shares of Ferroglobe as a result of the
distribution of beneficial interest units in the Ferroglobe R& W Trust to certain Ferroglobe shareholders. Because the
proceeds of the R&W Policy will not be sufficient to fully compensate for losses attributable to breaches of representations
and warranties made by Grupo VM and FerroAtlántica in the Business Combination Agreement, and the proceeds under

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the R&W Policy are required to be distributed to the holders of the Trust Units, we may be required to use our existing cash
on hand or draw under our credit facility to fund any actual loss incurred.

Our FerroAtlántica division’s history dates back to 1992, with the acquisition by Grupo VM of the ferroalloys division of
Grupo Carburos Metálicos, a Spanish industrial gas and chemical products producer. Our Globe division’s history dates back
to 2006, with the acquisition by Globe (previously known as International Metals Enterprises, Inc.) of Globe Metallurgical
Inc., the owner and operator of a plant in Selma, Alabama with two furnaces for silicon metal production, a plant in Niagara
Falls, New York, with two furnaces for silicon metal and ferroalloys production, and a plant in Beverly, Ohio with five
furnaces for silicon metal, specialty alloys and ferroalloys production, all located in the United States.

Significant milestones in our history are as follows:

· 1996: acquisition of the Spanish company Hidro Nitro Española, S.A. (“Hidro Nitro Española”), operating in the
ferroalloys and hydroelectric power businesses, and start of the quartz mining operations through the acquisition of
Cuarzos Industriales S.A. from Portuguese cement manufacturer Cimpor;

· 1998: expansion of our manganese‑ and silicon‑based alloy operations through the acquisition of 80% of the share
capital of FerroAtlántica de Venezuela (currently FerroVen, S.A.) from the Government of Venezuela in a public
auction;

· 2 0 0 0 : acquisition of 67% of the share capital of quartz mining company Rocas, Arcillas y Minerales, S.A. from
Elkem, a Norwegian silicon metal and manganese- and silicon-based alloy producer;

· 2 0 0 5 : acquisition of Pechiney Electrométallurgie, S.A., now renamed FerroPem, S.A.S., a silicon metal and
silicon‑based alloys producer with operations in France, along with its affiliate Silicon Smelters (Pty) Ltd. in South
Africa;

· 2005: acquisition of the metallurgical manufacturing plant in Alloy, West Virginia, and Alabama Sand and Gravel,
Inc. in Billingsly, Alabama, both in the U.S.;

· 2006: acquisition of Globe Metallurgical Inc., the largest merchant manufacturer of silicon metal in North America
and largest specialty ferroalloy manufacturer in the United States;

· 2 0 0 6 : acquisition of Stein Ferroaleaciones S.A., an Argentine producer of silicon‑based specialty alloys, and its
Polish affiliate, Ultracore Polska;

· 2007: creation of Grupo FerroAtlántica, S.A.U., the holding company of our FerroAtlántica Group;

· 2007: acquisition of Camargo Correa Metais S.A., a major Brazilian silicon metal manufacturer;

· 2008: acquisition of Rand Carbide PLC, a ferrosilicon plant in South Africa, from South African mining and steel
company Evraz Highveld Steel and Vanadium Limited, and creation of Silicio FerroSolar, S.L., which conducts
research and development activities in the solar grade silicon sector;

· 2008: acquisition of 81% of Solsil, Inc., a producer of high-purity silicon for use in photovoltaic solar cells

· 2008: acquisition of a majority stake in Ningxia Yonvey Coal Industry Co., Ltd., a producer of carbon electrodes
(the remaining stake subsequently purchased in 2012);

· 2009: creation of French company Photosil Industries, S.A.S., which conducts research and development activities
in the solar grade silicon sector;

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· 2009: sale of interest in Camargo Correa Metais S.A. in Brazil to Dow Corning Corporation and formation of a joint
venture with Dow Corning at the Alloy, West Virginia facility;

· 2 0 1 0 : acquisition of Core Metals Group LLC, one of North America’s largest and most efficient producers and
marketers of high-purity ferrosilicon and other specialty metals;

· 2010: acquisition of Chinese silicon metal producer MangShi Sinice Silicon Industry Company Limited;

· 2 0 11 : acquisition of Alden Resources LLC, North America’s leading miner, processor and supplier of specialty
metallurgical coal to the silicon and silicon-based alloy industries;

· 2012: acquisition of SamQuarz (Pty) Ltd, a South African producer of silica, with quartz mining operations;

· 2012: acquisition of a majority stake (51%) in Bécancour Silicon, Inc., a silicon metal producer in Canada, operated
as a joint venture with Dow Corning as the holder of the minority stake of 49%;

· 2014: acquisition of Silicon Technology (Pty) Ltd. (“Siltech”), a ferrosilicon producer in South Africa; and

· 2018: acquisition from a subsidiary of Glencore PLC of a 100% interest in manganese alloys plants in Mo i Rana,
Norway and Dunkirk, France, through newly-formed subsidiaries Ferroglobe Mangan Norge AS and Ferroglobe
Manganèse France, SAS.

Corporate and Other Information

Our operating headquarters and registered office are located at 2nd Floor West Wing, Lansdowne House, 57 Berkeley Square,
London W1J 6ER, United Kingdom and 5 Fleet Place, London EC4M 7RD, United Kingdom, respectively. Our telephone
number is +44 (0)203 129 2420.

B. Business Overview

We are a global leader in the growing silicon and specialty metals industry with an expansive geographical reach,
established through Globe’s predominantly North American-centered footprint and FerroAtlántica’s predominantly
European-centered footprint.

Ferroglobe is one of the world’s largest producers of silicon metal, silicon-based alloys and manganese-based alloys.
Additionally, Ferroglobe currently has quartz mining activities in Spain, the United States, Canada, South Africa and
Mauritania, low-ash metallurgical quality coal mining activities in the United States, and interests in hydroelectric power in
Spain and France. Ferroglobe controls a meaningful portion of most of its raw materials and captures, recycles and sells most
of the by-products generated in its production processes.

We sell our products to a diverse base of customers worldwide. These products include aluminum, silicone compounds used
in the chemical industry, ductile iron, automotive parts, photovoltaic (solar) cells, electronic semiconductors and steel and
are key elements in the manufacture of a wide range of industrial and consumer products.

We are able to supply our customers with the broadest range of specialty metals and alloys in the industry from our
production centers in North America, Europe, South America, Africa and Asia. Our broad manufacturing platform and flexible
capabilities allow us to optimize production and focus on products that enhance profitability, including the production of
customized solutions and high purity metals to meet specific customer requirements. We also benefit from low operating
costs, resulting from our ownership of sources of critical raw materials and the flexibility derived from our ability to alternate
production at certain of our furnaces between silicon metal and silicon base alloy products.

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In the following description of Ferroglobe’s business, we include all of Ferroglobe’s assets as of December 31, 2017 or
December 31, 2016. However, data referring to activity in 2015 (for example, production levels, revenues or revenue
breakdown) refers to FerroAtlántica as the Predecessor for Ferroglobe’s past fiscal years.

Industry and Market Data

The statements and other information contained below regarding Ferroglobe’s competitive position and market share are
based on the reports periodically published by a leading metals industry consultant and leading metals industry publications
and information centers, as well as on the estimates of Ferroglobe’s management.

Competitive Strengths and Strategy of Ferroglobe

Competitive Strengths

Leading market positions in silicon metal, silicon‑based alloys and manganese‑based alloys

We are a leading global producer in our core products based on merchant production capacity and hold the leading market
share in a majority of our products. With total global silicon metal production capacity of 416,750 metric tons (which
includes 51% of our attributable joint venture capacity), we have approximately 78% of the merchant production capacity
market share in North America and approximately 30% of the global market share (all of the world excluding China),
according to management estimates for our industry. Our scale and global presence across five continents allows us to offer a
wide range of products to serve a variety of end‑markets, including those which we consider to be dynamic, such as the solar,
automotive, consumer electronic products, semiconductors, construction and energy industries. As a result of our market
leadership and breadth of products, we possess critical insight into market demand allowing for more efficient use of our
resources and operating capacity. Our ability to supply critical sources of high quality raw materials from within our
Company provides us with operational and financial stability and reduces the need for us to compete with our competitors
for supply. We believe this also provides a competitive advantage, allowing us to deliver an enhanced product offering with
consistent quality on a cost‑efficient basis to our customers.

Global production footprint and reach

Our diversified production base consists of production facilities across North America, Europe, South America, South Africa
and Asia. We have the capability to produce our core products at multiple facilities, providing a competitive advantage when
reacting to changing global demand trends and customer requirements. Furthermore, this broad base ensures reliability to our
customers that value timely delivery and consistent product quality. Our diverse production base also enables us to optimize
our production plans and shift production to the lowest cost facilities. Most of our production facilities are located close to
sources of principal raw materials, key customers or major transport hubs to facilitate delivery of raw materials and
distribution of finished products. This enables us to service our customers globally, while optimizing our working capital, as
well as enabling our customers to optimize their inventory levels.

Diverse base of high quality customers across growing industries

We sell our products to customers in over 30 countries, with our largest customer concentration in North America and in
Europe. Our products are used in end products spanning a broad range of industries, including solar, personal care and
healthcare products, automobile parts, carbon and stainless steel, water pipe, solar, semiconductor, oil and gas, infrastructure
and construction. Although some of these end‑markets have growth drivers similar to our own, others are less correlated and
offer the benefits of diversification. This wide range of products, customers and end‑markets provides significant diversity
and stability to our business.

Many of our customers, we believe, are leaders in their end‑markets and fields. We have built long‑lasting relationships with
customers based on the breadth and quality of our product offerings and our ability to produce products that meet specific
customer requirements. The average length of our relationships with our top 30 customers exceeds ten years and, in some
cases, such relationships go back as far as 30 years. For the year ended December 31, 2017 and December 31,

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2016, Ferroglobe’s ten largest customers accounted for approximately 47% and 42%, respectively, of Ferroglobe’s
consolidated revenue. Our customer relationships provide us with stability and visibility into our future volumes and
earnings, though we are not reliant on any individual customer or end-market. Our customer relationships, together with our
diversified product portfolio, provide us with opportunities to cross sell new products; for example, by offering silicon-based
or manganese-based alloys to existing steelmaking customers. Our largest global customer, Dow Corning, is also a 49%
minority owner in our Alloy, West Virginia and Bécancour, Québec facilities.

Flexible and low cost structure

We believe we have an efficient and flexible cost structure, enhanced over time by vertical integration through strategic
acquisitions and by the integration of our FerroAtlántica and Globe divisions following the completion of the Business
Combination in December 2015. The largest components of our cost base are raw materials and power. Our relatively low
operating costs are primarily a result of our ownership of, and proximity to, sources of raw materials, our access to attractively
priced power supplies and skilled labor and our efficient production processes.

We believe our vertically integrated business model and ownership of sources of raw materials provides us with a cost
advantage over our competitors. Moreover, such ownership and the fact that we are not reliant on any single supplier for the
remainder of our raw materials needs generally ensures stable, long term supply of raw materials for our production processes,
thereby enhancing operational and financial stability. Transportation costs can be significant in our business; our proximity
to sources of raw materials and customers improves logistics and represents another cost advantage. The proximity of our
facilities to our customers also allows us to provide just in time delivery of finished goods and reduces the need to store
excess inventory, resulting in more efficient use of working capital. Additionally, we believe we have competitive power
supply contracts in place that provide us with reliable, long term access to power at reasonable rates. We capture, recycle and
sell most of the by-products generated in our production processes, which further reduces our costs.

We operate with a largely variable cost of production and our diversified production base allows us to shift our production
and distribution between facilities and products in response to changes in market conditions over time. Additionally, the
diversity of our currency and commodity exposures provides, to a degree, a natural hedge against FX and pricing volatility.
Our production costs are mostly dependent on local factors while our product prices are influenced more by global factors.
Depreciation of local, functional currencies relative to the U.S. Dollar, when it occurs, reduces the costs of our operations,
offering an increased competitive edge in the international market.

We believe our scale and global presence enables us to sustain our operations throughout periods of economic downturn,
volatile commodity prices and demand fluctuations.

Stable supply of critical, high quality raw materials

In order to ensure reliable supplies of high quality raw materials for the production of our metallurgical products, we have
invested in strategic acquisitions of sources that supply a meaningful portion of the inputs our manufacturing operations
consume. Specifically, we own and operate specialty, low ash, metallurgical quality coal mines in the United States, high
purity quartz quarries in the United States, Canada, Spain, South Africa and Mauritania, timber farms and charcoal
production units in South Africa, and our Yonvey production facility for carbon electrodes in Ningxia, China. For raw
materials needs our subsidiaries cannot meet, we have qualified multiple suppliers in each operating region for each raw
material, helping to ensure reliable access to high quality raw materials.

Efficient and environmentally friendly by‑product usage

We utilize or sell most of the by-products of our manufacturing process, which reduces cost and the environmental impact of
our operations. We have developed markets for the by-products generated by our production processes and have transformed
our manufacturing operations so that little solid waste disposal is required. By-products not recycled in the manufacturing
process are generally sold to companies, which process them for use in a variety of other applications. These materials
include: silica fume (also known as microsilica), used as a concrete additive, refractory material and oil

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well conditioner; fines - the fine material resulting from crushing lumps; and dross, which results from the purification
process during smelting.

Pioneer in innovation with focus on technological advances and development of next generation products

Our talented workforce has historically developed proprietary technological capabilities and next generation products
in‑house, which we believe give us a competitive advantage. In addition to a dedicated R&D division that coordinates all of
our R&D activities, we have cooperation agreements in place with various universities and research institutes in Spain,
France and other countries around the world. Our R&D achievements include:

· ELSA electrode — We have internally developed a patented technology for electrodes used in silicon metal
furnaces, which we have sold to several major silicon producers globally. This technology, known as the ELSA
electrode technology, improves energy efficiency in the production process of silicon metal and significantly
reduces iron contamination. It enables us to run our furnaces with fewer stoppages, minimizing the consumption of
power, which is one of the largest cost components in the smelting process. The ELSA electrode technology and
related know how is unique and has no proven alternative worldwide. The ELSA electrode technology nearly halves
the cost of the utilization of electrodes, relative to prebaked electrodes. Furthermore, ELSA is a key technology in
running high capacity silicon furnaces (the size and capacity of silicon furnaces is limited by the size of its
electrodes, and the ELSA technology allows us to reduce this bottleneck), improving our productivity and lowering
our unit cost.

· Solar Grade Silicon — Ferroglobe’s solar grade silicon involves the production of upgraded metallurgical grade
(UMG) type solar grade silicon metal with a purity above 99.9999% through a new, potentially cost effective,
electrometallurgical purification process in place of the traditional chemical process for the production of solar
grade polycrystalline silicon, which tends to be costly and involves high energy consumption and potential
environmental hazards. The new technology, developed by Ferroglobe at its research and development facilities,
aims to reduce the costs and energy consumption associated with the production of solar grade silicon. We have
commenced production of such UMG solar grade silicon through this new process at a prototype factory, and we
currently sell the small amounts we produce to manufacturers of solar wafers. The construction of a larger greenfield
facility is currently underway and expected to produce 1,500 tons of solar grade silicon annually. In 2016, we
entered into an agreement with Aurinka providing for the formation and operation of a joint venture for the purpose
of producing upgraded metallurgical grade (UMG) solar silicon. See “—Research and Development (R&D)—Solar
grade silicon” below.

Experienced management team and centralized location at global center of metals and mining industry

We have a seasoned and experienced management team with extensive knowledge of the global metals and mining industry,
operational and financial expertise and a track record of developing and managing large‑scale operations. Our management
team is committed to responding quickly and effectively to macroeconomic and industry developments, to identifying and
delivering growth opportunities and to improving our performance by way of a continuous focus on operational cost control
and a disciplined, value‑based approach to capital allocation. Our management team is complemented by a skilled operating
team with solid technical knowledge of production processes and strong relationships with key customers. Additionally,
following the Business Combination, we moved our headquarters to London, one of the global centers for the metals and
specialized materials industries. We believe being London-based offers senior management easy access to our facilities,
customers, suppliers and the financial markets, in turn providing us with a competitive advantage.

Business Strategy

Maintain and leverage industry leading position in core businesses and pursue long-term growth

We intend to maintain and leverage our position as a leading global producer of silicon metal and one of the leading global
producers of ferroalloys based on production capacity. We believe we will achieve our goals through developing our

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existing strengths and pursuing long-term growth. We plan to achieve organic growth by continually expanding and
enhancing our production capabilities as well as by developing new generation products to further diversify our portfolio of
products and expand our customer base. We intend to focus our production and sales efforts on high‑margin products and
end‑markets that we consider to have the highest potential for profitability and growth, such as the solar industry. We will
continue to capitalize on our global reach and the diversity of our production base to adapt to changes in market demands,
shifting our production and distribution across facilities and between different products as necessary in order to remain
competitive and maximize profitability. We aim to obtain further direct control of key raw materials to secure our long-term
access to scarce reserves, which we believe will allow us to continue delivering enhanced products while maintaining our
low‑cost position. Additionally, we will continue regularly to review our customer contracts in an effort to improve their
terms and to optimize the balance between selling under long-term agreements and retaining some exposure to spot markets.
We intend to maintain pricing that appropriately reflects the value of our products and our level of customer service and, in
light of commodity prices and demand fluctuations, may decide to move away from contracts with index‑based prices in
favor of contracts with fixed prices, particularly at prices which ensure a profit throughout the cycle.

Maintain low cost position while controlling inputs

We believe we have an efficient cost structure and, going forward, we will seek to further reduce costs and improve
operational efficiency through a number of initiatives. We plan to focus on controlling the cost of our raw materials through
our captive sources and long term supply contracts and on lowering our fixed costs in order to reduce the unit costs of our
silicon metal and ferroalloy production. We aim to improve our internal processes and further integrate our FerroAtlántica
and Globe divisions in order to realize additional operating synergies from the Business Combination, such as benefits from
value chain optimization, including enhancements in raw materials procurement and materials management; adoption of best
practices and technical and operational know how across our platform; reduced freight costs from improved logistics as well
as savings through the standardization of monitoring and reporting procedures, technology, systems and controls. We intend
to enhance our production process through R&D and targeted capital expenditure and leverage our geographic footprint to
shift production to the most cost effective and appropriate facilities and regions for such products. We will continue to
regularly review our power supply contracts with a view to improving their terms, such as the inclusion of interruptibility
capacity, which provides us with additional profitability, and more competitive tariff structures. In addition, we will seek to
maximize the value derived from the utilization and sale of by-products generated in our production processes.

Continue to focus on innovation to develop next generation products

We believe we differentiate ourselves from our competitors on the basis of our technical expertise and innovation, which
allow us to deliver new high quality products to meet our customers’ needs. We intend to keep using these capabilities in the
future to retain existing customers and cultivate new business. We plan to leverage the expertise of our dedicated team of
specialists to advance and to develop next generation products and technologies that fuel organic growth. In particular, we
intend to continue investing in our FerroSolar Project, which involves the production of solar grade silicon metal with a
purity level above 99.9999% through a new electrometallurgical process that may prove to be more cost‑effective than the
traditional chemical process. We also aim to further develop our specialized foundry products, such as value‑added
inoculants and customized nodularizers, which are used in the production of iron to improve its tensile strength, ductility
and impact properties, and to refine the homogeneity of the cast iron structure.

Maintain financial discipline to facilitate ongoing operations and support growth

We believe maintaining financial discipline will provide us with the ability to manage the volatility in our business resulting
from changes in commodity prices and demand fluctuations. We intend to preserve a strong and conservative balance sheet,
with sufficient liquidity and financial flexibility to facilitate all of our ongoing operations, to support organic and strategic
growth and to finance prudent capital expenditure programs aimed at placing us in a better position to generate increased
revenues and cash flows by delivering a more comprehensive product mix and optimized production in response to market
circumstances. We plan to become even more efficient in our working capital management through various initiatives aimed
at optimizing inventory levels and accounts receivables. We will also seek to repay indebtedness from free cash flow and
retain low leverage for maximum free cash flow generation.

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Pursue strategic opportunities

We have a proven track record of disciplined acquisitions of complementary businesses and successfully integrating them
into existing operations while retaining a targeted approach through appropriate asset divestitures. Our past acquisitions
have increased the vertical integration of our activities, allowing us to deliver an enhanced product offering on a
cost‑efficient basis. We regularly consider and evaluate strategic opportunities for our business and will continue to do so in
the future with the objective of expanding our capabilities and leveraging our products and operations. In particular, we
intend to pursue complementary acquisitions and other investments at appropriate valuations for the purpose of increasing
our capacity, increasing our access to raw materials and other inputs, further refining existing products, broadening our
product portfolio and entering new markets. We will consider such strategic opportunities in a disciplined fashion while
maintaining a conservative leverage position and strong balance sheet. We will also seek to evaluate our core business
strategy on an ongoing basis and may divest certain non‑core and lower margin businesses to improve our financial and
operational results. For example, we have recently completed the acquisition from a wholly-owned subsidiary of Glencore
International AG (“Glencore”) of a 100% interest in Glencore’s manganese alloys plants in Mo I Rana (Norway) and Dunkirk
(France). The acquisition of these plants has doubled our global manganese alloy production capacity, allowing us to
become one of the world’s largest producers of manganese alloys by production capacity. Simultaneously with the
acquisition, we entered into an exclusive agency arrangement with Glencore for the marketing of our manganese alloys
worldwide and the procurement of manganese ores to supply our plants, in both cases for a period of ten years.

Facilities and Production Capacity

The following chart shows, as of December 31, 2017, the location of our assets and our production capacity, including 51%
of the capacity of our joint ventures, by geography, of silicon, silicon-based alloys (ferrosilicon/foundry alloys), manganese-
based alloys and other silicon-based alloys.

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Our production facilities are strategically spread worldwide across the United States, Spain, France, South Africa, Canada,
Norway, Venezuela, Argentina, Poland, China and Mauritania. We operate quartz mines located in Spain, South Africa,
Canada, the United States and Mauritania and timber farms and charcoal production units in South Africa. Additionally, we
operate low‑ash, metallurgical quality coal mines in the United States.

From time to time, in response to market conditions and to manage operating expenses, facilities are fully or partially idled.
Due to current market conditions, facilities in Venezuela, South Africa and China are partially or fully idled.

Ferroglobe’s total installed power capacity in Spain is 192 megawatts, with an average annual electric output of
approximately 583,000 megawatt hours. In 2017, electric output was approximately 283,600 megawatt hours due to
exceptionally low precipitation levels.

Products

For the years ended December 31, 2017, 2016 and 2015, Ferroglobe’s consolidated sales by product were as follows:

Year ended December 31,

($ thousands) 2017 2016 2015
Silicon metal 739,618 751,508 592,458
Manganese‑based alloys 363,644 223,451 260,371
Ferrosilicon 266,862 242,788 228,830
Other silicon‑based alloys 188,183 173,901 105,702
Silica fume 36,338 37,480 29,660
Byproducts and other 147,048 146,909 99,569
Total Sales 1,741,693 1,576,037 1,316,590

Silicon metal

Ferroglobe is a leading global silicon metal producer based on production capacity, with a total production capacity of
approximately 416,750 Metric Tons (including 51% of the joint venture capacity attributable to us) tons per annum in
several facilities in the United States, France, South Africa, Canada, Spain and China. For the years ended December 31,
2017, 2016 and 2015, Ferroglobe’s revenues generated by silicon metal sales accounted for 42.5%, 47.7% and 45.0%,
respectively, of Ferroglobe’s total consolidated revenues.

Silicon metal is used by primary and secondary aluminum producers, who require silicon metal with certain requirements to
produce aluminum alloys. For the year ended December 31, 2017, sales to aluminum producers represented approximately
40% of silicon metal revenues. The addition of silicon metal reduces shrinkage and the hot cracking tendencies of cast
aluminum and improves the castability, hardness, corrosion resistance, tensile strength, wear resistance and weldability of the
aluminum end products. Aluminum is used to manufacture a variety of automotive components, including engine pistons,
housings, and cast aluminum wheels and trim, as well as high tension electrical wire, aircraft parts, beverage containers and
other products which require aluminum properties.

Silicon metal is also used by several major silicone chemical producers. For the year ended December 31, 2017 sales to
chemical producers represented approximately 49% of silicon metal revenues. Silicone chemicals are used in a broad range
of applications, including personal care items, construction‑related products, health care products and electronics. In
construction and equipment applications, silicone chemicals promote adhesion, act as a sealer and have insulating
properties. In personal care and health care products, silicone chemicals add a smooth texture, protect against ultraviolet rays
and provide moisturizing and cleansing properties. Silicon metal is an essential component of the manufacture of silicone
chemicals, accounting for approximately 20% of the cost of production.

In addition, silicon metal is the core material needed for the production of polysilicon, which is most widely used to
manufacture solar cells and semiconductors. For the year ended December 31, 2017 sales to polysilicon producers
represented approximately 11% of silicon metal revenues. Producers of polysilicon employ processes to further purify the

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silicon metal and grow ingots from which wafers are cut. These wafers are the base material to produce solar cells, to convert
sunlight to electricity. Individual solar cells are soldered together to make solar modules.

Manganese‑based alloys

With 330,500 tons of annual silicomanganese production capacity and 358,500 tons of annual ferromanganese production
capacity in our factories in Spain, Norway, France and Venezuela, Ferroglobe is among the leading global manganese‑based
alloys producers based on production capacity. Of the 330,500 tons of annual silicomanganese production capacity and
358,500 tons of annual ferromanganese production capacity, 125,000 tons of siliconmanganese and 144,000 tons of
ferromanganese were added as part of the acquisition of Glencore assets completed on February 1, 2018. During the year
ended December 31, 2017, Ferroglobe sold 274,119 tons of manganese-based alloys. For the years ended December 31, 2017,
2016, and 2015, Ferroglobe’s revenues generated by manganese-based alloys sales accounted for 20.9%, 14.2% and 19.8%,
respectively, of Ferroglobe’s total consolidated revenues.

Over 90% of the global manganese-based alloys produced are used in steel production, and all steelmakers use manganese
and manganese alloys in their production processes. Manganese alloys improve the hardness, abrasion resistance, elasticity
and surface condition of steel when rolled. Manganese alloys are also used for deoxidation and desulphurization in the steel
manufacturing process.

Ferroglobe produces two types of manganese alloys, silicomanganese and ferromanganese.

Silicomanganese is used as deoxidizing agent in the steel manufacturing process. Silicomanganese is also produced in the
form of refined silicomanganese, or silicomanganese AF, and super‑refined silicomanganese, or silicomanganese LC.

Ferromanganese is used as a deoxidizing, desulphurizing and degassing agent in steel to remove nitrogen and other harmful
elements that are present in steel in the initial smelting process, and to improve the mechanical properties, hardenability and
resistance to abrasion of steel. The three types of ferromanganese that Ferroglobe produces are:

· high-carbon ferromanganese used to improve the hardenability of steel;

· medium-carbon ferromanganese, used to manufacture flat and other steel products; and

· low-carbon ferromanganese used in the production of stainless steel, steel with very low carbon levels, rolled steel
plates and pipes for the oil industry.

Ferrosilicon

Ferroglobe is among the leading global ferrosilicon producers based on production output in recent years. During the year
ended December 31, 2017, Ferroglobe sold 185,952 tons of ferrosilicon and had 446,000 tons of annual ferrosilicon
production capacity. For the years ended December 31, 2017, 2016 and 2015, Ferroglobe’s revenues generated by
ferrosilicon sales accounted for 15.3%, 15.4% and 17.4%, respectively, of Ferroglobe’s total consolidated revenues.

Ferrosilicon is an alloy of iron and silicon (normally approximately 75% silicon). Ferrosilicon products are used to produce
stainless steel, carbon steel, and various other steel alloys and to manufacture electrodes and, to a lesser extent, in the
production of aluminum. Approximately 88% of ferrosilicon produced is used in steel production.

Ferrosilicon is generally used to remove oxygen from the steel and as alloying element to improve the quality and strength of
iron and steel products. Silicon increases steel’s strength and wear resistance, elasticity and scale resistance, and lowers the
electrical conductivity and magnetostriction of steel.

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Other silicon‑based alloys

In addition to ferrosilicon, Ferroglobe produces various different silicon‑based alloys, including silico calcium and foundry
products, which comprise inoculants and nodularizers. Ferroglobe produces more than 20 specialized varieties of foundry
products, several of which are custom made for its customers. Demand for these specialty metals is increasing and, as such,
they are becoming more important components of Ferroglobe’s product offering. Ferroglobe’s combined annual production
capacity in connection with these other silicon‑based alloys is approximately 80,000 tons (excluding ferrosilicon). During
the year ended December 31, 2017, Ferroglobe sold 56,822 tons of silicon-based alloys (excluding ferrosilicon). For the years
ended December 31, 2017, 2016 and 2015, Ferroglobe’s revenues generated by silicon-based alloys (excluding ferrosilicon)
accounted for 10.8%, 11.0% and 8.0%, respectively, of Ferroglobe’s total consolidated revenues.

The primary use for silico calcium is the deoxidation and desulfurization of liquid steel. In addition, silico calcium is used to
control the shape, size and distribution of oxide and sulfide inclusions, improving fluidity, ductility, and the transverse
mechanical and impact properties of the final product. Silico calcium is also used in the production of coatings for cast iron
pipes, in the welding process of powder metal and in pyrotechnics.

The foundry products that Ferroglobe manufactures include nodularizers and inoculants, which are used in the production of
iron to improve its tensile strength, ductility and impact properties, and to refine the homogeneity of the cast iron structure.

Silica fume

For the years ended December 31, 2017, 2016 and 2015, Ferroglobe’s revenues generated by silica fume sales accounted for
2.1%, 2.4% and 2.3%, respectively, of Ferroglobe’s total consolidated sales.

Silica fume is a by-product of the electrometallurgical process of silicon metal and ferrosilicon. This dust-like material,
collected through Ferroglobe factories’ air filtration systems, is mainly used in the production of high-performance concrete
and mortar. The controlled addition of silica fumes to these products results in increased durability, improving their
impermeability from external agents, such as water. These types of concrete and mortar are used in large-scale projects such
as bridges, viaducts, ports, skyscrapers and offshore platforms.

Services

Energy

Ferroglobe’s total installed power capacity in Spain is 192 megawatts, with an average annual electric output of
approximately 583,000 megawatt hours. In 2017, the electric output was approximately 283,600 megawatt hours, due to
exceptionally low precipitation levels. For the years ended December 31, 2017, 2016 and 2015, Ferroglobe recognized a loss
as a result of the Spanish hydroelectric operations, in the amounts of $1,229 thousand, $3,065 thousand and $196 thousand,
respectively.

Hydroelectric power stations produce energy from the flow of water through channels or pipes to a turbine, causing the shaft
of the turbine to rotate. An alternator or generator, which is connected to the rotating shaft of the turbine, converts the motion
of the shaft into electrical energy.

In Spain, Ferroglobe sells all of the power it produces in the wholesale energy market that has been in place in Spain since
1998. Prior to 2013, Ferroglobe benefitted from a feed-in tariff support scheme, pursuant to which Ferroglobe was legally
entitled to feed its electric production into the Spanish grid in exchange for a fixed applicable feed-in-tariff over a fixed
period, and therefore received a higher price than the market price. However, the new regulatory regime introduced in Spain
in 2013 eliminated the availability of the feed‑in tariff support scheme for most of Ferroglobe’s facilities. Ferroglobe has
been able to partly mitigate this reduction in prices through the optimization of its power generation such that it operates in
peak‑price hours, as well as through participation in the “ancillary services” markets whereby Ferroglobe agrees to

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generate power as needed to balance the supply and demand of energy in the markets in which it operates. See “—Regulatory
Matters—Energy and electricity generation” below.

Villar Mir Energía, S.L. (“VM Energía”), a Spanish company controlled by Grupo VM, advises in the day-to-day operations
of Ferroglobe’s hydroelectric facilities in the Spanish wholesale market under a strategic advisory services contract.
Operating in the Spanish wholesale market requires specialized trading skills that VM Energía can provide because of the
broad base of both generating facilities and customers that it manages. For more information on the contractual arrangements
between Ferroglobe and VM Energía, see “Item 7.B.—Major Shareholders and Related Party Transactions—Related Party
Transactions” below.

Ferroglobe also owns and operates 20 megawatts of hydroelectric power capacity in two plants in France. Given the small
size of these operations and the specifics of the regulatory regime under which they operate, the results of operations and
financial position with respect to these plants are included within our French operations.

Raw Materials, Logistics and Power Supply

The largest components of Ferroglobe’s cost base are raw materials and power used for smelting at our facilities. In the year
ended December 31, 2017, Ferroglobe’s power consumption, represented approximately 29% of Ferroglobe’s total
consolidated cost of sales.

The primary raw materials Ferroglobe uses to produce its electrometallurgy products are carbon reductants (primarily coal,
but also charcoal, metallurgical and petroleum coke, anthracite and wood) and minerals (manganese ore and quartz). Other
raw materials used to produce Ferroglobe’s electrometallurgy products include electrodes (consisting of graphite and
electrode paste), slags and limestone, as well as certain specialty additive metals. Ferroglobe procures coal, manganese ore,
quartz, petroleum and metallurgical coke, electrodes and most additive metals centrally under the responsibility of its
purchasing and logistics manager, whereas responsibility for the procurement of other raw materials rests with each country’s
raw materials procurement manager or the individual plant managers.

Manganese ore

The global supply of manganese ore comprises standard- to high-grade manganese ore, with 35% to 56% manganese content,
and low-grade manganese ore, with lower manganese content. Manganese ore production comes mainly from eight countries:
South Africa, Australia, China, Gabon, Brazil, Ukraine, India and Ghana. However, the production of high-grade manganese
ore is concentrated in Australia, Gabon, South Africa and Brazil.

The vast majority of the manganese ore Ferroglobe purchased in 2017 came from suppliers located in South Africa (48.1% of
total purchases) and Gabon (45.7% of total purchases). In 2017, key suppliers of manganese ore to Ferroglobe supplied
93.8% of the manganese ore Ferroglobe utilized while the remaining 6.2% was procured on the international spot market
from other suppliers. In 2017, Ferroglobe has contractual arrangements with two main suppliers (located in South Africa and
Gabon), expressed in U.S. Dollars, which depend primarily on spot prices.

Global manganese ore prices are mainly driven by manganese demand from India and China. Potential disruption of supply
from South Africa, Australia, Brazil or Gabon due to logistical, labor or other reasons may have an impact on the availability
and the pricing of manganese ore.

Coal

Coal is the major carbon reductant in silicon and silicon alloys production. Only washed and/or screened coal with ash
content below 10% and with specific physical properties may be used for production of silicon alloys. Colombia and the
United States are the best source for the required type of coal and the vast majority of the silicon alloys industry, including
Ferroglobe, is dependent on supply from these two countries.

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Approximately 62.9% of the coal Ferroglobe purchased in 2017 for its facilities in Europe, South Africa and Venezuela was
sourced from one mining supplier in Colombia while the remaining 37.1% came from other Colombian mines, as well as from
Poland and South Africa. Ferroglobe has a long‑standing relationship with the coal washing plants that process Colombian
coal in Europe, which price coal using spot, quarterly, semi‑annual or annual contracts, based on market outlook.
International coal prices, which are denominated in U.S. Dollars, are mainly based on API 2, the benchmark price reference
for coal imported into northwest Europe. Prices reflect also currency fluctuation, labor issues and transportation situation in
Colombia and South Africa, as well as sea-freights.

Ferroglobe also owns Alden Resources LLC (“Alden”) in the United States. Alden provides a stable and long‑term supply of
low ash metallurgical grade coal by fulfilling a substantial portion of our requirements to our North American operations.

See “—Mining Operations” below for further information.

Quartz

Quartz is required to manufacture silicon‑based alloys and silicon metal.

Ferroglobe has secured access to quartz from its quartz mines in Spain, South Africa, the United States, Mauritania and
Canada (see “—Mining Operations”). For the year ended December 31, 2017 approximately 69.6% of Ferroglobe’s total
consumption of quartz was self-supplied. Ferroglobe purchases quartz from third-party suppliers on the basis of contractual
arrangements with terms of up to four years. Ferroglobe’s quartz suppliers typically have operations in the same countries
where Ferroglobe factories are located, or in close proximity, which minimizes logistical costs.

Ferroglobe controls quartzite mining operations located in Alabama, United States and a concession to mine quartzite in
Saint-Urbain, Québec, Canada (operated by a third party miner). These mines supply our North American operations with a
substantial portion of their requirements for quartzite.

Other raw materials

Wood is needed for the production of silicon-based alloys. It is used directly in furnaces as woodchips or cut to produce
charcoal, which is the major source of carbon reductant for Ferroglobe’s plants in South Africa. In South Africa, charcoal is a
less expensive substitute for imported coal and provides desirable qualities to the silicon-based alloys it is used to produce.

In the other countries where Ferroglobe operates, Ferroglobe purchases wood chips locally or logs for on‑site wood chipping
operations from a variety of suppliers.

Petroleum coke, carbon electrodes, slag, limestone and additive metals are other relevant raw materials Ferroglobe utilizes to
manufacture its electrometallurgy products. Procurement of these raw materials is either managed centrally or with each
country’s raw materials procurement manager or plant manager and the materials purchased at spot prices or under contracts
of a year or less.

Logistics

Logistical operations are managed centrally and at the local level. Sea‑freight operations are centralized at the corporate
level, while rail logistics is centralized at the country level. Vehicle transport is managed at the plant level with centralized
coordination in multi‑site countries. Contractual commitments in respect of transportation and logistics match, to the extent
possible, Ferroglobe’s contracts for raw materials and customer contracts.

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Power

In Spain, Ferroglobe mainly acquires energy at the spot price through daily auction processes and is, therefore, exposed to
market price volatility. Ferroglobe seeks to reduce its energy costs by stopping production at its factories during times of
peak power prices and operating its factories in the hours of the day with lower energy prices. Additionally, Ferroglobe
receives a rebate on a portion of its energy costs in Spain and France in exchange for an agreement to interrupt production,
and thus power usage, upon request by the grid operator. Ferroglobe uses derivative financial instruments to partly hedge
risks related to energy price volatility in Spain.

In France, FerroPem, S.A.S. has traditionally had access to relatively low power prices, as it benefited from Electricité de
France’s green tariff (“Tarif Vert”), and a discount thereon. The green tariffs expired at the end of 2015 and Ferroglobe has
negotiated supply contracts based on market prices with two suppliers for years 2016 to 2019, and is currently negotiating
long-term supply contracts with suppliers in the market place. Recently enacted regulation enables FerroPem SAS to benefit
from reduced tariffs resulting from its agreeing to limit its access to the network, interrupt production and respond to surges
in demand, as well as paying compensation for indirect CO2 costs under the EU Emission Trading System (ETS) regulation.
Furthermore, the new arrangements allow FerroPem, S.A.S. to operate competitively on a 12‑month basis, avoiding the need
to stop for two months in each year as required under the Tarif Vert.

Ferroglobe’s production of energy in Spain and France through its hydroelectric power plants partially mitigates its exposure
to increases in power prices in these two countries, as an increase in energy prices has a positive impact on Ferroglobe
revenues from electricity generation.

In the United States, we enter into long‑term electric power supply contracts. Our power supply contracts result in stable,
favorably priced, long‑term commitments of power at reasonable rates. In West Virginia, we have a contract with Brookfield
Energy to provide approximately 45% of our power needs, from a dedicated hydroelectric facility, at a fixed rate through
December 2021. The rest of our power needs in West Virginia, Ohio and Alabama are primarily sourced through special
contracts that provide historically competitive rates and the remainder is sourced at market rates. At our Niagara Falls, New
York plant, we have been granted a public‑sector package including 18.4 megawatts of hydropower through to 2021, which
was effective from June 1, 2016.

In South Africa, energy prices are regulated by the NERSA and price increases are publicly announced in advance.

The level of power consumption of our submerged electric arc furnaces is highly dependent on which products are being
produced and typically fall in the following ranges: (i) manganese‑based alloys require between 2.0 and 3.8 megawatt hours
to produce one ton of product, (ii) silicon‑based alloys require between 3.5 and 8 megawatt hours to produce one ton of
product and (iii) silicon metal requires approximately 12 megawatt hours to produce one ton of product. Accordingly,
consistent access to low cost, reliable sources of electricity is essential to our business.

Mining Operations

Reserves

Reserves are defined by SEC Industry Guide 7 as the part of a mineral deposit that could be economically and legally
extracted or produced at the time of the reserve determination. Proven, or measured, reserves are reserves for which
(a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, and grade and/or quality are
computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so
closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are
well‑established. Probable, or indicated, reserves are reserves for which quantity and grade and/or quality are computed from
information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart
or are otherwise less adequately spaced. The degree of assurance for probable reserves, although lower than that for proven
reserves, is high enough to assume continuity between points of observation. Reserve estimates were made by independent
third party consultants, based primarily on dimensions revealed in outcrops, trenches, detailed sampling and drilling studies
performed. These estimates are reviewed and reassessed from time to time. Reserve estimates are based

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on various assumptions, and any material changes in these assumptions could have a material impact on the accuracy of
Ferroglobe’s reserve estimates.

The following table sets forth summary information on Ferroglobe’s mines which were in production as of December 31,
2017.

Proven Probable
Annual Production Mining reserves reserves Mining Btus per Expiry
(1 ) (1 ) (2 ) (3 )
Mine Location Mineral capacity kt in 2017 kt Recovery Mt Mt Method Reserve grade lb. Life date
Sonia Spain (Mañón) Quartz 150 135 0.4 2.03 0.8 Open-pit Metallurgical N/A 19 2069
Esmeralda Spain (Val do Dubra) Quartz 50 29 0.4 0.09 0.14 Open-pit Metallurgical N/A 10 2029
Serrabal. Spain (Vedra & Boqueixón) Quartz 330 246 0.2 3.60 1.9 Open-pit Metallurgical N/A 19 2038
SamQuarz South Africa (Delmas) Quartzite 1,000 988 0.7 7.03 19.5 Open-pit Metallurgical & Glass N/A 39 2039
Mahale South Africa (Limpopo) Quartz 60 12 0.5 — 2.4 Open-pit Metallurgical N/A 15 2035
Roodepoort South Africa (Limpopo) Quartz 50 12 0.5 — 0.04 Open-pit Metallurgical N/A 1 2028
Fort Klipdam South Africa (Limpopo) Quartz 100 10 0.6 — 0.2 Open-pit Metallurgical N/A 2 2019 (4)
AS&G
Meadows Pit United States (Alabama) Quartzite 360 56 0.4 3.60 — Surface Metallurgical N/A 10 2027
AS&G Mims
Pit United States (Alabama) Quartzite 120 90 0.4 0.25 — Surface Metallurgical N/A 3 2020
2,220 1,578 16.60 24.98

Maple Creek
Springtown United States (Kentucky) Coal 400 399 0.7 0.6 Surface Metallurgical 14,000 2 2020
Imperial
Hollow United States (Kentucky) Coal 200 50 0.7 0.8 Surface Metallurgical 14,000 3 2020
Log Cabin No.
5 United States (Kentucky) Coal 60 12 0.6 0.2 Underground Metallurgical 14,000 5 2023
Bain Branch
No. 3 United States (Kentucky) Coal 60 74 0.5 3.6 2.9 Underground Metallurgical 14,000 25 2042
Harpes Creek
4A United States (Kentucky) Coal 100 96 0.6 1.2 1.3 Underground Metallurgical 14,000 12 2029
820 631 6.40 4.20

(1) The estimated recoverable proven and probable reserves represent the tons of product that can be used internally or sold
to metallurgical or glass grade customers. The mining recovery is based on historical yields at each particular site. We
estimate our permitted mining life based on the number of years we can sustain average production rates under current
circumstances.
(2) Current estimated mine life in years.
(3) Expiry date of Ferroglobe’s mining concession.
(4) The expiry date relates to three mining permits relating to an area within Fort Klipdam, outside the area covered by the
mining right. The mining right is currently subject to an administrative proceeding with the relevant mining authority.
See “—South African mining rights—Fort Klipdam” below for further information on Fort Klipdam.

Ferroglobe considers its Conchitina and Conchitina Segunda mines as a single mining project legally supported by the
formation of Coto Minero, formally approved by the Mining Authority in March 2018. In addition, Ferroglobe currently
holds all necessary permits to start production at its Conchitina mines. Although Ferroglobe has not received formal
approval from the Spanish Mining Authority over its 2018 Annual Mining Plan, we are not legally prevented from
commencing mining operations in the area based on the fully-authorized 2017 Annual Mining Plan.

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Reserves for the Conchitina mine are, accordingly, considered to be probable reserves, and the following table sets forth
summary information on the Conchitina and Conchitina Segunda mines:

Recoverable Reserves
Mining Proven Probable Mining
Mine Location Mineralization Recovery MT(1 ) MT(1 ) Reserve Grade Method
Conchitina and Conchitina
Segunda Spain (O Vicedo) Quartz 0.35 — 1.15 Metallurgical Open-pit

(1) Estimates of recoverable probable reserves represent the tons of product that can be used internally or which are of
metallurgical grade and can be delivered to Ferroglobe’s customers.

Ferroglobe has additional mining rights in Spain (Cristina, Trasmonte and Merlán), but none of these mines are currently
producing or undergoing mine development activities as the Spanish Mining Authority started cancelling mining rights for
Merlán and Trasmonte in September 2015 and February 2017, respectively. The Spanish Mining Authority started the
cancellation process for our mining rights for Cristina in December 2017. Ferroglobe does not consider certain Venezuelan
mines to be mining assets (La Candelaria, El Manteco and El Merey) as the minerals are fully-depleted and because it will be
difficult to obtain new mining rights at these locations given the current economic and political environment in Venezuela.

Spanish mining concessions

Sonia

The Sonia mining concession previously belonged to Cuarzos Industriales S.A.U., which acquired the mining concession in
1979. Ferroglobe acquired Cuarzos Industriales S.A.U., which is the owner of the properties currently mined at Sonia, along
with the Sonia mining concession, in 1996 from the Portuguese cement manufacturer Cimpor. The surface area covered by
the Sonia mining concession is 387 hectares. The concession is due to expire in 2069.

Esmeralda

The original Esmerelda mining concession was granted in 1999 to Cuarzos Industriales, S.A.U., the owner of the properties
currently mined at Esmeralda, after proper mining research had been conducted and the mining potential of the area had been
demonstrated to the relevant public authority. The surface area covered by the Esmeralda mining concession is 84 hectares.
The concession is due to expire in 2029.

Serrabal

The Serrabal mining concession was originally granted in 1978 to Rocas, Arcillas y Minerales S.A. Ferroglobe acquired
control of this company, which is the owner of the properties currently mined at Serrabal, along with the Serrabal mining
concession, in 2000. Rocas, Arcillas y Minerales, S.A. has applied for the renewal of the concession. Pursuant to an interim
measure approved by the applicable mining authority, Rocas Arcillas y Minerales S.A. is permitted to continue mining
operations in Serrabal indefinitely until a final decision on the renewal of the concession has been made. If the renewal is
granted, the concession will expire in 2038. The surface area covered by Serrabal mining concession is 861 hectares.

Conchitina

The Conchitina mining concession previously belonged to Cuarzos Industriales S.A.U., which acquired the mining
concession in 1979. Ferroglobe acquired this company, along with Conchitina mining concession, in 1996 from the
Portuguese cement manufacturer Cimpor. The Conchitina Segunda mining concession was granted to Cuarzos
Industriales S.A.U. in 1997 for a 30‑year term after proper mining research had been conducted and the mining potential of
the area had been demonstrated. The Conchitina concession expired in 2009 and Cuarzos Industriales S.A.U. applied for its
renewal, also requesting the competent authority to consolidate the concession with that of Conchitina Segunda. The legal
support for the consolidation request was that both mining rights apply over a unique quartz deposit. Approval

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was formally granted by the authority in March 2018. Cuarzos Industriales S.A.U. is the owner of the properties currently
mined at Conchitina. The surface area covered by Conchitina concessions is 497 hectares.

Cabanetas

The mining right granting process and tax regulations applicable to the Cabanetas limestone quarry slightly differ from those
applicable to other Ferroglobe mines in Spain because Cabanetas is classified as a quarry, rather than a mine. Ferroglobe is
currently operating the Cabanetas quarry pursuant to a permit resolution, which authorized the extension of the original
mining concession, issued in 2013 by the competent mining authority. The extension is for a period of 30 years and,
consequently, the concession will expire in 2043. Limestone extracted from the Cabanetas quarry was intended to be used by
the Hidro Nitro Española S.A. electrometallurgy plant. However, because new metallurgical techniques require low
consumption of this product, most of the Cabanetas limestone is generally sold to the civil engineering and construction
industries. The production level of the Cabanetas quarry has fallen considerably in recent years, mainly due to difficulties in
the local construction industry.

The land on which the mining property is located is owned by Mancomunidad de Propietarios de Fincas Las Sierras and the
plot containing the mining property is leased to Hidro Nitro Española S.A. pursuant to a lease agreement entered into in
1950, which was subsequently restated in 2000 and due to expire in 2020. The lease agreement may be extended until 2050.
To retain the lease, Hidro Nitro Española S.A. pays the landlord an annual fee currently equal to €0.15 per ton of limestone
quarried out of the mine. The quarry covers a surface area of approximately 180 hectares. The area affected by the planned
exploitation during the current extension of the concession area is 6.9 hectares.

For further information regarding Spanish regulations applicable to mining concessions, as well as environmental and other
regulations, see “—Laws and regulations applicable to Ferroglobe’s mining operations—Spain.”

South African mining rights

SamQuarz

The SamQuarz mining rights were transferred from the original owners, Glass South Africa Holdings (Pty) Ltd and Samancor
Limited, to SamQuarz (Pty) Ltd in 1997. Our FerroAtlántica division acquired control of SamQuarz, along with the SamQuarz
mining rights, in 2012. In 2009, the Minister of Mineral Resources converted the then-existing SamQuarz mining rights into
new mining rights due to expire after 30 years in 2039. At the end of 2014, SamQuarz mining rights were transferred from
SamQuarz (Pty) Ltd to its sole shareholder, Thaba Chueu Mining (Pty) Ltd, one of our subsidiaries (“Thaba”).
SamQuarz (Pty) Ltd is the owner of the properties currently mined in Delmas. The total surface area covered by SamQuarz
mine is 118.1 hectares.

Mahale

Mahale is state-owned land, lawfully occupied by the Mahale community. Thaba currently leases the land pursuant to an
agreement with the Majeje Traditional Authority and runs mining operations on the area pursuant to mining rights owned by
the state and licensed to it. The latest mining right license was granted by the Department of Mineral Resources in December
2014 and registered at the mining titles deeds office in early 2016. The license is for a 20 year period and will expire in 2035.
The total surface area covered by Mahale mine is 329.7 hectares. The lease agreement between Thaba and the Majeje
Traditional Authority will be in force for the entire duration of the mining right or as long as it is economically viable for the
lessee to mine. Under the lease agreement, a monthly rent of ZAR 1,500 is paid to the lessor, which is reviewed annually to
reflect increases in the consumer price index. A general authorization has been granted to Thaba by the Water Affairs
Department to allow the company to use the water at the site, provided usage does not exceed 10,000 cubic meters per
month.

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Roodepoort

The Roodepoort mining right is held by Silicon Smelters (Pty.), Ltd., Ferroglobe’s subsidiary, and will expire in 2028. In
2009, Silicon Smelters (Pty.), Ltd. applied for a conversion of the mining right into a new mining right under the South
African Mineral and Petroleum Resources Development Act (the “MPRDA”), which came into force in 2004. The new mining
right has been granted and is valid for the continuation of our mining activities at the Rooderport mine until. Silicon
Smelters (Pty) Ltd is currently in the process of transferring this mining right to its mining subsidiary, Thaba, in order that all
licenses and permits in South Africa are held under this entity.

The total surface area covered by Roodepoort mine is 17.6 hectares. The mining area covers the cobble and block areas. The
land in which Roodepoort mine is located is owned by Alpha Sand, which also conducts all mining operations as a
contractor for Silicon Smelters (Pty.), Ltd. An agreement is in place whereby Alpha Sand operates the mine and Silicon
Smelters (Pty.), Ltd. purchases the quartz mined from Alpha Sand based on the quartz requirements of Silicon Smelters
(Pty.), Ltd. and at prices that are reviewed annually on the basis of increases in production costs and diesel fuel. The
agreement with Alpha Sand will terminate at the expiry of the mining right or when it is no longer economically viable to
mine quartz in the area.

Fort Klipdam

The land on which Fort Klipdam is located is owned by Silicon Smelters (Pty.), Ltd. Silicon Smelters (Pty.), Ltd. filed a
mining right application that was rejected on the basis of the alleged inadequacy of the mine social and labor plan. An
appeal has been filed by Silicon Smelters (Pty.), Ltd. As the appeal process has been unsuccessful to date, mining operations
can only be conducted in areas specified under valid permits that have been obtained on the land. Additional permits were
also obtained by the mining contractor on the adjacent property and their materials are brought to Fort Klipdam for
processing and stockpiling. The total surface area covered by the Fort Klipdam farm portion is 640.9 hectares. The mining
permits and mining rights only relates to an area of 136.1 hectares.

For further information regarding South African regulations applicable to mining concessions, as well as environmental and
other regulations, see “—Laws and regulations applicable to Ferroglobe’s mining operations—South Africa.”

French mining rights

Soleyron

FerroPem, S.A.S., a subsidiary of Ferroglobe, owns 7.5 hectares of the overall Soleyron mine area. The Saint-Hippolyte de
Montaigu Municipality owns the remaining 12.9 hectares. In February 2015, FerroPem, S.A.S. entered into a lease and
royalty agreement with the municipality, which is valid for five years. The effective date of the agreement and the relevant
term coincide with the effective date and term of the prefectural authorization renewal, which was granted to FerroPem, S.A.S.
in March 2015 and is due to expire in 2020. Pursuant to this agreement, FerroPem, S.A.S. pays to the municipality on an
annual basis: (i) a fixed allowance for the lease of the land, and (ii) variable royalties on the basis of tons of quartz produced.
In addition, FerroPem, S.A.S. provided financial guarantees through an insurance company for an amount of €146 thousand.
Such amount has been defined in the prefectural authorization as the amount needed for the land remediation.

United States and Canadian mining rights

Coal

As of December 31, 2017, we had five active coal mines (two surface mines and three underground mines) located in
Kentucky. We also had six inactive permitted coal mines available for extraction located in Kentucky and Alabama. All of
our coal mines are leased and the remaining term of the leases range from 2 to 40 years. The majority of the coal production is
consumed internally in the production of silicon metal and silicon-based alloys. As of December 31, 2017, we estimate our
proven and probable reserves to be approximately 17,400,000 tons with an average permitted life of

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approximately 35 years at present operating levels. Present operating levels are determined based on a three‑year annual
average production rate. Reserve estimates were made by our geologists, engineers and third parties based primarily on
drilling studies performed. These estimates are reviewed and reassessed from time to time. Reserve estimates are based on
various assumptions, and any material changes in these assumptions could have a material impact on the accuracy of our
reserve estimates.

We currently have two coal processing facilities, one of which is inactive. The active facility processes approximately
720,000 tons of coal annually, with a capacity of 2,500,000 tons. The average coal processing recovery rate is approximately
65%.

Quartzite

We have an open-pit quartz mining operation in Billingsly, Alabama, and one in Londesboro, Alabama. Each has its own
wash-plant facilities. We also have a concession to mine quartzite in Saint-Urbain, Québec (operated by a third party miner).
These mines supply our North American operations with a substantial portion of their requirements for quartzite.

Mauritania mining rights

In 2013, the Company signed an option to purchase two exploration permits for Quartz over a 2,000 square kilometer area
located in northern Mauritania, approximately 250 kilometers from Nouadhibou harbor. After a successful exploration
program and the granting of the right to acquire mining rights pursuant to both exploration permits at the Vadel 1 and Vadel
2 Mines respectively, Ferroglobe exercised the purchase option on June 30, 2016. The mining at the Vadel 1 and Vadel 2
Mines are held by Ferroquartz Mauritania SARL, a subsidiary of Ferroglobe, and will expire in 2031. The total surface area
covered by Vadel 1 Mine is 195 square kilometers and by Vadel 2 Mine is 240 square kilometers. The construction of the
mining facilities was completed during 2017 and the Company has started to test the production in Vadel 2. The Company
made the first shipment from Vadel 2 at the beginning of 2018 and plan is to start production in Vadel 1 in 2020.

Laws and regulations applicable to Ferroglobe’s mining operations

Spain

In Spain, mining concessions have an average term of 30 years and are extendable for additional 30‑year terms, up to a
maximum of 90 years. In order to extend the concession term, the concessionaire must file an application with the competent
public authority. The application, which must be filed three years prior to the expiration of the concession term, must be
accompanied by a detailed report demonstrating the continuity of mineral deposits and the technical ability to extract such
deposits, as well as reserve estimates, an overall mining plan for the term of the concession and a detailed description of
extraction and treatment techniques. The renewal process is straightforward for a mining company that has been mining the
concession regularly. The main impediments to renewal are a lack of mining activity and legal conflicts. Every year in
January, in order to maintain the validity of the mining concession, an annual mining plan must be submitted to the
competent public authority. This document must detail the work to be developed during the year.

Regarding the environmental requirements applicable to Ferroglobe’s mining operations in Spain, each of Serrabal,
Esmeralda, Conchitina and Conchitina Segunda is subject to an “environmental impact statement” (or “EIS”), issued by the
relevant environmental authority and specifically tailored to the environmental features of the relevant mine. The EIS
requires compliance with high environmental standards and is based on the environmental impact study performed by the
mining concession applicant in connection with each mining project. It is the result of a consultation process involving
several public administrations, including cultural, archaeology, landscape, urbanistic, health, agriculture, water and
industrial administrations. The EIS sets forth all conditions to be fulfilled by the applicant, including in connection with the
protection of air, water, soil, flora and fauna, landscape, cultural heritage, restoration and the interaction of such elements.
The EIS covers mining activities, auxiliary facilities and heaps carried out in a determined perimeter of each mine and
includes a program of surveillance and environmental monitoring. The relevant authority regularly verifies compliance with
it.

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Sonia is subject to a “restoration plan” which provides for less stringent environmental requirements than an EIS and is
mainly aimed at ensuring that the new areas generated as a result of the mining activity are properly restored in an
environmentally friendly manner. The restoration plan is submitted by the mining concession applicant for the approval of
the relevant authority together with the mining project for the area. Information about the exploitation project, including
area of operation, annual production, method and operating system, and designed top and bottom level of the pit is included
in the restoration plan.

All mines, with the exception of Cabanetas, also need to obtain from the relevant public administration an authorization for
the discharge of the water used at the mine. This authorization is subject to certain conditions, including analyzing the water
before any such discharge is made. In addition, when presenting to the competent mining authorities its annual mining plans,
Ferroglobe must include an environmental report describing all environmental actions carried out during the year.
Authorities are able to oversee such actions upon their annual inspections. Because Cabanetas is classified as a quarry and
not as a mine, environmental requirements are generally less stringent and an environmental report is not required. The
environmental license for Cabanetas is included in the mining permit and is formalized in the annual work plan and the
annual restoration plan approved by the mining authority.

The main recurring payment obligation in connection with Ferroglobe’s mines in Spain relates to a tax payable annually,
calculated on the basis of the budget included in the relevant annual mining plan provided to the authority. In addition, with
the exception of Cabanetas, a small surface tax is paid annually to the administration on the basis of the mine property
extension. A levy also applies to water consumption at each mine property, which is paid at irregular intervals whenever the
relevant public administration requires it.

South Africa

In South Africa, mining rights are valid for a maximum of 30 years and may be renewed for further periods of up to 30 years
per renewal. Prior to granting and renewing a mining right, the competent authority must be satisfied with the technical and
financial capacity of the intended mining operator and the mining work program according to which the operator intends to
mine. In addition, a species rescue, relocation and re-introduction plan must be developed and implemented by a qualified
person prior to the commencement of excavation, a detailed vegetation and habitat and rehabilitation plan must be
developed by a qualified person and a permit must be obtained from the South African Heritage Resource Agency prior to the
commencement of excavations. The mining right holder must also compile a labor and social plan for its mining operations
and comply with certain additional regulatory requirements relating to, among other things, human resource development,
employment equity, housing and living conditions and health and safety of employees, and the usage of water, which must
be licensed.

It is a condition of the mining right that the holder disposes of all minerals and products derived from exploitation of the
mineral at competitive market prices, which means, in all cases, non‑discriminatory prices or non‑export parity prices. If the
minerals are sold to any entity which is an affiliate or non‑affiliate agent or subsidy of the mining right holder, or is directly
or indirectly controlled by the holder, such purchaser must unconditionally undertake in writing to dispose of the minerals
and any products from the minerals and any products produced from the minerals, at competitive market prices. The mining
right, a shareholding, an equity, an interest or participation in the right or joint venture, or a controlling interest in a
company, close corporation or joint venture, may not be encumbered, ceded, transferred, mortgaged, let, sublet, assigned,
alienated or otherwise disposed of without the written consent of the Minister of Mineral Resources, except in the case of a
change of controlling interest in listed companies.

Environmental requirements applicable to mining operations in South Africa are mostly set out in the MPRDA. Pursuant to
the MPRDA, in order to obtain reconnaissance permissions as well as actual mining rights, applicants must have in place an
approved environmental management plan, pursuant to which, among other things, all boreholes, excavations and openings
sunk or made during the duration of the mining right must be sealed, closed, fenced and made safe by the mining operator.
Further environmental requirements apply in connection with health and safety matters, waste management and water usage.
The MPRDA further requires mining right applicants to conduct an environmental impact assessment on the area of interest
and submit an environmental management programme setting forth, among other things, baseline information concerning the
affected environment to determine protection, remedial measures and environmental management objectives, and describing
the manner in which the applicant intends to modify, remedy, control or stop any

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action, activity or process which causes pollution or environmental degradation, contain or remedy the cause of pollution or
degradation and migration of pollutants and comply with any prescribed waste standard or management standards or
practices. In addition, applicants must provide sufficient insurance, bank guarantees, trust funds or cash to ensure the
availability of sufficient funds to undertake the agreed work programmes and for the rehabilitation, management and
remediation of any negative environmental impact on the interested areas. Holders of a mining right must conduct
continuous monitoring of the environmental management plan, conduct performance assessments of the plan and compile
and submit a performance assessment report to the competent authority, the frequency of which must be as approved in the
environmental management programme, or every two years or as otherwise agreed by the authority in writing. Mine closure
costs are evaluated and reported on an annual basis, but are typically only incurred at mine closure.

The mining right holder must also be in compliance with an important governmental regulation called Black Economic
Empowerment (“BEE”), a program launched by the South African government to redress certain racial inequalities. In order
for a mining right to be granted, a mining company must agree on certain BEE‑related conditions with the Department of
Mineral and Petroleum Resources. Such conditions relate to, among other things, the company’s ownership and employment
equity and require the submission of a social and labor plan. Failure to comply with any of these BEE conditions may have
an impact on, among other things, the ability of the mining company to retain the mining right or obtain its renewal upon
expiry. In addition, companies subject to BEE must conduct, on an annual basis, a BEE rating audit on several aspects of the
business, including black ownership, management control, employment equity, skills development, preferential
procurement, enterprise development and socio‑economic development. Poor performance on the BEE rating audit may have
a negative impact on the company’s ability to do business with other companies, to the extent that a company’s low rating is
likely to reduce the rating of its business partners.

Mining rights are subject to payments of royalties to the tax authority, the South African Revenue Services. Such payments
are generally made by June 30 and December 31 each year and upon the approval of the concessionaire’s annual financial
statements.

France

In France, mining rights are subject to a prefectural authorization. The authorization provides details of all requirements,
including environmental requirements, which the mining operator and its subcontractors must comply with to operate the
mine. Such requirements mainly concern archaeology, water protection, air pollution, control of noise, visual impact and
safety matters. The authorization also contains the requirements relating to the remediation of the land after the end of the
mining operations, including the provision of adequate financial guarantees by the mining operator. Mines are regularly
inspected by the administration and local environmental commissions, comprising representatives of the relevant
municipality, administration, several associations and the mining operator, which must meet at least once a year.

United States

The Coal Mine Health and Safety Act of 1969 and the Federal Mine Safety and Health Act of 1977 impose stringent safety
and health standards on all aspects of mining operations. Also, the state of Kentucky, in which we operate underground and
surface coal mines, has state mine safety and health regulations. The Mine Safety and Health Administration (the “MSHA”)
inspects mine sites and enforces safety regulations and the Company must comply with ongoing regulatory reporting to the
MSHA. Numerous governmental permits, licenses or approvals are required for mining operations. In order to obtain mining
permits and approvals from state regulatory authorities, we must submit a reclamation plan for restoring, upon the completion
of mining operations, the mined property to its prior or better condition, productive use or other permitted condition. We are
also required to establish performance bonds, consistent with state requirements, to secure our financial obligations for
reclamation, including removal of mining structures and ponds, backfilling and regrading and revegetation.

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Customers and Markets

The following table details the breakdown of Ferroglobe’s revenues by geographic end market for the years ended
December 31, 2017, 2016 and 2015.

Year ended December 31,

($ thousands) 2017 2016 2015
United States of America 547,309 563,619 208,412
Europe
Spain 253,991 201,403 221,558
Germany 245,152 241,046 230,996
Italy 94,590 90,267 120,016
Rest of Europe 340,877 236,746 314,078
Total revenues in Europe 934,610 769,462 886,648
Rest of the World 259,774 242,956 221,530
Total 1,741,693 1,576,037 1,316,590

Customer base

We have a diversified customer base across our key product categories. We have built long-lasting relationships with our
customers based on the breadth and quality of our product offerings and our ability to frequently offer lower-cost and more
reliable supply options than our competitors who do not have production facilities located near the customers’ facilities or
production capabilities to meet specific customer requirements. We sell our products to customers in over 30 countries across
six continents, though our largest customer concentration is in the United States and Europe. The average length of our
relationships with our top 30 customers exceeds ten years and, in some cases, such relationships go back as far as 30 years.

For the year ended December 31, 2017, Ferroglobe’s ten largest customers accounted for approximately 47.1% of
Ferroglobe’s consolidated sales. The Company had one customer, Dow Corning Corporation, that accounted for more than
10% of consolidated sales during the years ended December 31, 2017 and 2016. Sales corresponding to Dow Corning
Corporation represented 12.2% and 13.7% of the Company’s sales for the years ended December 31, 2017 and 2016,
respectively.

For the year ended December 31, 2017, approximately 53.6% of our metallurgical segment sales were to customers in Europe,
approximately 31.5% were to customers in the United States and approximately 14.9% were to the rest of the world.

Customer contracts

Our contracting strategy seeks to lock in significant revenue while remaining flexible to benefit from any price increases.
Historically, we have targeted to contract approximately 80% of our silicon metal and manganese-based ferroalloys
production and approximately 75% of our silicon-based ferroalloy production in the fourth quarter for the following
calendar year. Our silicon metal is typically sold under annual contracts, whereas our manganese-based ferroalloys and
silicon-based ferroalloys tend to be sold under both annual and quarterly contracts. Approximately 50% of contracted
production has fixed prices whereas the other 50% are indexed to benchmarks.

The remaining 20% of our silicon metal and manganese-based ferroalloys production and 25% of our silicon‑based
ferroalloy production are sold on a spot basis. By selling on a spot basis, we are able to take advantage of premiums for
prompt delivery. We believe that our diversified contract portfolio allows us to lock in a significant amount of revenues
while also allowing us to remain flexible and benefit from unexpected price and demand upticks. Given spot price and
current market dynamics, we are looking to enter into contracts for 2018 with short terms in order to benefit from expected
price increases.

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Sales and Marketing Activities

Ferroglobe generally sells the majority of its products under annual contracts for silicone producers, and between
three months to one year for steel and aluminum producing customers. All contracts generally include a volume framework
and price formula based on the spot market price and other elements, including production costs and premiums. Ferroglobe
also makes spot sales to customers with whom it does not have a contract as well as through quarterly agreements at prices
that generally reflect market spot prices. In addition, Ferroglobe sells certain high quality products at prices that are not
directly correlated with the market prices for the metals or alloys from which they are composed. Some of Ferroglobe’s
customer contracts contain provisions relating to the purchase of minimum volumes of products.

The vast majority of Ferroglobe’s products are sold directly by its own sales force located in Spain, France, the United States
and Germany, as well as in all of the countries in which Ferroglobe operates. Prior to the Business Combination with Globe,
almost all sales in the United States were intermediated through local exclusive agents pursuant to standardized contractual
arrangements. Some sales to primary and secondary aluminum manufacturers and silicone producers were direct.

Ferroglobe maintains credit insurance for the majority of its customer receivables to mitigate collection risk.

Ferroglobe’s Spanish hydroelectric operations deliver all the electricity produced to the Spanish national grid for sale in the
Spanish wholesale market.

On February 1, 2018, Ferroglobe completed the acquisition from a wholly-owned subsidiary of Glencore International AG
("Glencore") of a 100% interest in Glencore's manganese alloys plants in Mo i Rana (Norway) and Dunkirk (France).
Simultaneously with the acquisition, Glencore and Ferroglobe entered into an exclusive agency arrangement for the
marketing of Ferroglobe's manganese alloys products worldwide, and for the procurement of manganese ores to supply
Ferroglobe's plants, in both cases for a period of ten years. For Ferroglobe, the partnership facilitates access to Glencore's
global clients in the steel industry, and provides a broader sales and procurement network that will enhance our own
capabilities. For our customers and suppliers, it provides access to an extended volume and range of products that will add
value to our commercial relationships.

Competition

The most significant factor on which players in the silicon metal, manganese‑ and silicon‑based alloys and specialty metals
markets compete is price. Other factors include consistency of the chemical and physical specifications over time and
reliability of supply.

The silicon metal, manganese- and silicon-based alloys and specialty metals markets are highly competitive, global markets,
in which suppliers are able to reach customers across different geographies, and in which local presence is generally a minor
advantage. In the silicon metal market, Ferroglobe’s primary competitors include Chinese producers, which have production
capacity that exceeds total global demand. Aside from Chinese producers, Ferroglobe’s competitors include Elkem, a
Norwegian manufacturer of silicon metal, ferrosilicon, foundry products, silica fumes, carbon products and energy, Dow
Corning, an American company specializing in silicone and silicon-based technology, Rusal, a Russian company that is a
leading global aluminum and silicon metal producer, Rima, a Brazilian silicon metal and ferrosilicon producer, Liasa, a
Brazilian producer of silicon, Wacker, a German chemical business which manufactures silicon and Simcoa Operations, an
Australian company specializing in the production of silicon.

In the manganese and silicon alloys market, Ferroglobe’s competitors include Privat Group, a Ukrainian company with
operations in Australia, Ghana and Ukraine, Eramet, a French mining and metallurgical group, CHEMK Industrial Group, a
Russian conglomerate which is one of the largest silicon-based alloy producers in the world, South 32 (formerly BHP
Billiton), a global mining company with operations in Australia and South Africa and Vale, a mining and metals group based
in Brazil and Elkem.

In the silica fumes market, Ferroglobe’s competitors include Elkem and Dow Corning.

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Ferroglobe strives to be a highly efficient, low‑cost producer, offering competitive pricing and engaging in manufacturing
processes that capture most of its production by-products for reuse or resale. Additionally, through the vertical integration of
its quartz mines in Spain, the United States, Canada and South Africa, its metallurgical coal mines in the United States and
tree plantations in South Africa to obtain wood with which to produce charcoal, Ferroglobe has ensured access to some of the
high quality raw materials that are essential in the silicon metal, manganese- and silicon-based alloy and specialty metals
production process and has been able to gain a competitive advantage over some of its competitors because it has reduced
the contribution of these raw materials to its cost base.

Research and Development (R&D)

Ferroglobe focuses on continually developing its technology in an effort to improve its products and production processes.
Our FerroAtlántica division’s research and development division coordinates all the research and development activities
within Ferroglobe. Ferroglobe also has cooperation agreements in place with various universities and research institutes in
Spain, France and other countries around the world. For the years ended December 31, 2017, 2016 and 2015, Ferroglobe
invested $4.5 million, $6.2 million and $11.1 million, respectively, on research and development projects and activities. Set
forth below is a description of Ferroglobe’s significant ongoing research and development projects.

ELSA electrode

Ferroglobe has internally developed a patented technology for electrodes used in silicon metal furnaces, which it has been
able to sell to several major silicon producers globally. This technology, known as the ELSA electrode, improves the energy
efficiency in the production process of silicon metal and eliminates contamination with iron. Ferroglobe has granted these
producers the right to use the ELSA electrode against payment to Ferroglobe of royalties.

Solar grade silicon

Ferroglobe’s solar grade silicon involves the production of solar grade silicon metal with a purity above 99.9999% through a
new, potentially cost‑effective, electrometallurgical process. The traditional chemical process tends to be costly and involves
high energy consumption and potentially environmentally hazardous processes. The new technology, entirely developed by
Ferroglobe at an earlier stage at its research and development facilities aims to reduce the costs and energy consumption
associated with the production of solar grade silicon.

In 2016, FerroAtlántica entered into a project with Aurinka Photovoltaic Group, S.L. (“Aurinka”) for a feasibility study and
basic engineering for an upgraded metallurgical grade (“UMG”) solar silicon manufacturing plant. On December 20, 2016,
Grupo FerroAtlántica, S.A.U. along with wholly-owned subsidiaries FerroAtlántica, S.A. and Silicio Ferrosolar, S.L.U.,
entered into a joint venture agreement (the “Solar JV Agreement”) with Blue Power Corporation, S.L. (“Blue Power”) and
Aurinka providing for the formation and operation of a joint venture with the purpose of producing UMG solar silicon. Under
the Solar JV Agreement, FerroAtlántica indirectly owns 75% of the operating companies formed as part of the joint venture
and 51% of the company formed as part of the joint venture to hold the intellectual property rights and know how
contributed by Aurinka and Ferroglobe to the joint venture. See “Item 7.B.—Major Shareholders and Related Party
Transactions—Related Party Transactions”.

Pursuant to the Solar JV Agreement, FerroAtlántica has committed to incur capital expenditures in connection with the joint
venture of approximately €51 million over the next two years, which, together with €21 million of capital expenditures
invested in prior years, constitute the first phase of the project contemplated by the Solar JV Agreement to build a factory
with production capacity of 1,500 tons per year. Plans for and financing of further phases are subject to agreement and
approval by the parties to the Solar JV Agreement pursuant to specified procedures. To the extent the project continues into
further phases, we would expect to commit, in the future and subject to appropriate approval and authorization, to incur
approximately €44million in joint venture‑related capital expenditures in the first year of the second phase to reach a
production capacity of approximately 3,000 tons per year. FerroAtlántica has obtained a loan, with a principal amount of
approximately €45 million, from the Spanish Ministry of Industry and Energy for the purpose of building and operating the
UMG solar silicon plant.

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Proprietary Rights and Licensing

The majority of Ferroglobe’s intellectual property consists of proprietary know‑how and trade secrets. Ferroglobe’s
intellectual property strategy is focused on developing and protecting proprietary know‑how and trade secrets, which are
maintained through employee and third-party confidentiality agreements and physical security measures. Although
Ferroglobe has some patented technology, Ferroglobe believes that its businesses and profitability do not rely fundamentally
upon patented technology and that the publication implicit in the patenting process may in certain instances be detrimental
to Ferroglobe’s ability to protect its proprietary information.

Regulatory Matters

Environmental and health and safety

Ferroglobe operates facilities worldwide, which are subject to foreign, national, regional, provincial and local environmental,
health and safety laws and regulations, including, among others, those requirements governing the discharge of materials
into the environment, the generation, use, storage and disposal of hazardous substances, the extraction and use of water, land
use, reclamation and remediation and the health and safety of Ferroglobe’s employees. These laws and regulations require
Ferroglobe to obtain from governmental authorities permits to conduct its regulated activities, which permits may be subject
to modification or revocation by such authorities.

Ferroglobe may not be at all times in complete compliance with such laws, regulations and permits, although Ferroglobe is
not aware of any material past or current noncompliance. Failure to comply with these laws, regulations and permits may
result in the assessment of administrative, civil and criminal penalties or other sanctions by regulators, the imposition of
obligations to conduct remediation or upgrade or install pollution or dust control equipment, the issuance of injunctions
limiting or preventing Ferroglobe’s activities, legal claims for personal injury or property damages, and other liabilities.

Under these laws, regulations and permits, Ferroglobe could also be held liable for any consequences arising out of human
exposure to hazardous substances or environmental damage Ferroglobe may cause or that relates to its current or former
operations or properties. Environmental, health and safety laws are likely to become more stringent in the future. Ferroglobe
purchases insurance to cover these potential liabilities, but the costs of complying with current and future environmental,
health and safety laws, and its liabilities arising from past or future releases of, or exposure to, hazardous substances, may
exceed insured, budgeted or reserved amounts and adversely affect Ferroglobe’s business, results of operations and financial
condition.

There are a variety of laws and regulations in place or being considered at the international, national, regional, provincial
and local levels of government that restrict or are reasonably likely to result in limitations on, or additional costs related to,
emissions of carbon dioxide and other greenhouse gases. These legislative and regulatory developments may cause
Ferroglobe to incur material costs to reduce the greenhouse gas emissions from its operations (through additional
environmental control equipment or retiring and replacing existing equipment) or to obtain emission allowance or credits, or
result in the incurrence of material taxes, fees or other governmental impositions on account of such emissions. In addition,
such developments may have indirect impacts on Ferroglobe’s operations, which could be material. For example, they may
impose significant additional costs or limitations on electricity generators, which could result in a material increase in energy
costs.

Some environmental laws assess liability on current or previous owners or operators of real property for the cost of removal or
remediation of hazardous substances. In addition to cleanup, cost recovery or compensatory actions brought by foreign,
national, provincial and local agencies, neighbors, employees or other third parties could make personal injury, property
damage or other private claims relating to the presence or release of hazardous substances. Environmental laws often impose
liability even if the owner or operator did not know of, or did not cause, the release of hazardous substances. Persons who
arrange for the disposal or treatment of hazardous substances also may be responsible for the cost of removal or remediation
of these substances. Such persons can be responsible for removal and remediation costs even if they never owned or operated
the disposal or treatment facility. In addition, such owners or operators of real property and persons who arrange for the
disposal or treatment of hazardous substances can be held responsible for damages to natural resources.

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For a summary of regulatory matters applicable to Ferroglobe’s mining operations, see “—Laws and regulations applicable to
Ferroglobe’s mining operations.”

Energy and electricity generation

Ferroglobe operates hydroelectric plants in Spain and France, which are subject to energy, environmental, health and safety
laws and regulations, including those governing the health and safety of Ferroglobe’s employees, the generation of
electricity and the use of water and river basins. These laws and regulations require Ferroglobe to obtain from governmental
authorities permits to conduct its activities, which permits may be subject to modification or revocation by these authorities.

Additionally, Ferroglobe’s energy operations are subject to government regulation. In Spain, the regulatory framework
applicable to electricity producers underwent significant changes in 2013. The regulatory framework previously applicable
to renewable energies was abolished, and a new regulatory framework was established through the enactment of Royal
Decree‑Law 9/2013 of July 13, taking certain urgent measures to guarantee the financial stability of the Spanish electrical
system. The development of this new framework continued with the passing of the new Electricity Industry Law 24/2013 in
Spain in December 2013, and was completed with the enactment of Royal Decree 413/2014 of June 6, which regulates
electricity generation activities using renewable energy sources, co-generation and waste, and Order IET/1045/2014 of
June 16, approving the compensation parameters for standard facilities applicable to certain production facilities based on
renewable energy sources, co-generation and waste. This regulation established a new compensation scheme based on two
concepts: remuneration for investments based on installed capacity, and remuneration for operation based on the energy
produced. The first one guarantees a “reasonable return” on the investments, and the second one covers the operating cost of
those technologies for which operating cost exceeds market revenues. As a result, since July 2013, Ferroglobe has sold the
electricity it generates in Spain at market prices rather than at guaranteed prices that provided a premium above market
prices, with the exception of energy generated by the Novo Pindo plant in Galicia, which continues to receive a premium that
is considerably lower than the premium it received under the prior regulatory framework. It is expected that new regulations
will allow Ferroglobe to continue to participate in “ancillary services” markets.

Trade

Ferroglobe benefits from antidumping and countervailing duty orders and laws that protect its products by imposing special
duties on unfairly traded imports from certain countries. In the United States, antidumping duties are in effect covering
silicon metal imports from China and Russia. In the European Union, antidumping duties are in place covering silicon metal
imports from China and ferrosilicon imports from China and Russia. In Canada, there are antidumping and countervailing
duties in effect covering silicon metal imports from China. These orders are subject to revision, revocation or rescission as a
result of periodic reviews.

A sunset review of the U.S. antidumping order covering silicon metal imports from China is currently being conducted,
which may result in the removal of the duties on such imports. If the duties are removed, our sales in the United States may be
adversely affected.

In December 2016, Ferroglobe’s subsidiaries in Canada filed a complaint with the Canada Border Services Agency alleging
that silicon metal from Brazil, Kazakhstan, Laos, Malaysia, Norway, Russia and Thailand is dumped, and that silicon metal
from Brazil, Kazakhstan, Malaysia, Norway and Thailand is subsidized. In March 2017, Ferroglobe’s subsidiary Globe
Specialty Metals petitioned the United States Department of Commerce and the United States International Trade
Commission to provide relief from dumped and subsidized silicon metal imports from Australia, Brazil, Kazakhstan and
Norway. In both cases, the agencies found that imports covered by the cases were unfairly traded, but determined that the
relevant domestic industry was not injured by the unfair imports. The fact that the cases were not successful may adversely
affect our sales or our relationships with customers in the United States and Canada.

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Seasonality

Electrometallurgy

Due to the cyclicality of energy prices and the energy‑intensive nature of the production processes for silicon metal,
manganese‑ and silicon‑based alloys and specialty metals, Ferroglobe does not operate its electrometallurgy plants during
certain periods or times of day when energy prices are at their peak. Demand for Ferroglobe’s manganese‑ and silicon‑based
alloy and specialty metals products is lower during these periods as its customers also suspend their energy‑intensive
production processes involving Ferroglobe’s products. As a result, sales within particular geographic regions are subject to
seasonality.

Energy

Ferroglobe’s hydroelectric power generation is dependent on the amount of rainfall in the regions in which its hydropower
projects are located, which varies considerably from season to season.

C. Organizational structure.

For a list of subsidiaries and ownership structure see Note 2 in the Consolidated Financial Statements.

D. Property, Plant and Equipment.

See “Item 4.B.—Information on the Company—Business Overview.”

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

Introduction

The following “management’s discussion and analysis” should be read in conjunction with the Consolidated Financial
Statements of Ferroglobe as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015,
which are included in this annual report. This discussion includes forward-looking statements, which, although based on
assumptions that Ferroglobe considers reasonable, are subject to risks and uncertainties which could cause actual events or
conditions to differ materially from those expressed or implied by the forward‑looking statements. See “Cautionary

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Statements Regarding Forward-Looking Statements.” For a discussion of risks and uncertainties facing Ferroglobe, see
“Item 3.D.—Key Information—Risk Factors.”

In accordance with IAS 21 — The Effects of Changes in Foreign Exchange Rates, Ferroglobe’s consolidated income
statements and consolidated statement of financial position have been translated from the functional currency of each
subsidiary, which is determined by the primary economic environment in which each subsidiary operates, into the reporting
currency of the Company that is U.S. Dollars.

The Company’s business started with the consummation of the Business Combination on December 23, 2015. FerroAtlántica
is the Company’s “Predecessor” for accounting purposes. Therefore, the results of the Company for the 2015 fiscal year were
composed of the results of:

· Ferroglobe PLC for the period beginning February 5, 2015 (inception of the entity) and ended December 31, 2015;

· FerroAtlántica, the Company’s “Predecessor,” for the year ended December 31, 2015; and

· Globe for the eight-day period ended December 31, 2015.

Principal Factors Affecting Our Results of Operations

Sale prices

Ferroglobe’s operating performance is highly correlated to sales prices, which are influenced by several different factors that
vary across Ferroglobe’s segments.

Silicon metal pricing slowly increased throughout 2017 due to market supply and demand dynamics as well as favorable
foreign exchange movements. Our customers businesses appeared to be at strong levels in the chemical, aluminum and solar
markets during 2017.

Manganese‑based alloy prices have shown a significant correlation with the price of manganese ore, which allows us to pass
increases in the cost of manganese ore through to our customers, but also results in a decrease in prices for our
manganese‑based alloys when the price of manganese ore decreases. During 2017, due to market supply and demand
dynamics, we saw manganese‑based alloys market pricing increase considerably during the first three quarters of 2017 which
was sustained during the fourth quarter. Our customers’ businesses appeared at strong levels for steel mill production in
2017.

Our Ferrosilicon business pricing likewise continued to improve as we moved through 2017 and finished at high levels. This
was mostly due to supply and demand dynamics in Europe for our customers whose businesses were in steel production.

Under Ferroglobe’s pricing policy, which is aimed at reducing dependence on spot market prices, prices applied to its term
contracts have a diversity of formulas ranging from prices related to spot market prices to annual or quarterly fixed prices.
Ferroglobe sells certain high quality products for which pricing is not directly correlated to spot market prices.

Cost of raw materials

The key raw materials sourced by Ferroglobe are quartz, manganese ore, coal, wood and charcoal. Manganese ore is the
largest component of the cost base for manganese‑based alloys. In 2017, approximately 95% of Ferroglobe’s total $137.9
million expense with respect to manganese ore fell under contractual agreements with producers of manganese ore with terms
of one to three years, while the remaining manganese ore was procured from the international spot market. Coal meeting
certain standards for ash content and other physical properties is used as a major carbon reductant in silicon‑based alloy
production. In 2017, coal represented a $173.1 million expense for Ferroglobe. Wood is both an important element

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for the production of silicon alloys and used to produce charcoal, which is used as a carbon reductant at Ferroglobe’s South
African subsidiary Silicon Smelters (Pty.), Ltd. Ferroglobe’s wood expense amounted to $55.3 million in 2017. The
FerroAtlántica subsidiaries of Ferroglobe source approximately 56.6% of their quartz needs from FerroAtlántica’s mines in
Spain and South Africa, and Globe subsidiaries source approximately 69.6% of their quartz needs from Globe’s mines in the
United States and Canada. Total quartz consumption in 2017 represented an expense of $105.0 million.

Power

Power constitutes one of the single largest expenses for most of Ferroglobe’s products other than manganese‑based alloys.
Ferroglobe focuses on minimizing energy prices and unit consumption throughout its operations by concentrating its silicon
and manganese‑based alloy production during periods when energy prices are lower. In 2017, Ferroglobe’s total power
consumption was 8,735 gigawatt hours with power contracts that vary across its operations. In Spain, South Africa and China
(which, collectively, represents 32% of Ferroglobe’s total power consumption in 2017), power prices are mostly spot or daily
prices with important seasonal fluctuations, whereas in France and Venezuela, Ferroglobe has power contracts that provide
for flat or near‑flat rates for most of the year.

In Spain and France, FerroAtlántica receives a rebate on a portion of its energy costs in exchange for an agreement to
interrupt production, and thus power usage, upon request. FerroAtlántica has power contracts to partly hedge risks related to
energy price volatility in Spain.

In France, FerroPem S.A.S. has traditionally had access to relatively low power prices, as it benefited from Electricité de
France’s green tariff (“Tarif Vert”), and a discount thereon. The green tariffs expired at the end of 2015 and Ferroglobe has
negotiated supply contracts based on market prices with two suppliers for years 2016 to 2019, and is currently negotiating
long-term supply contracts with suppliers in the market place. Recently enacted regulation enables FerroPem SAS to benefit
from reduced tariffs resulting from its agreeing to limit its access to the network, interrupt production and respond to surges
in demand, as well as paying compensation for indirect CO2 costs under the EU Emission Trading System (ETS) regulation.
The new arrangements allow FerroPem S.A.S. to operate competitively on a 12‑month basis, avoiding the need to stop for
two months due to the Tarif Vert. We believe that the new arrangements will provide power prices comparable to past levels
and with some degree of predictability going forward.

In the United States, we enter into long‑term electric power supply contracts. Our power supply contracts have in the past
resulted in stable, long‑term commitments of power at what we believe to be reasonable rates. In West Virginia, we have a
contract with Brookfield Energy to provide approximately 45% of our power needs, from a dedicated hydroelectric facility,
at a fixed rate through December 2021. The rate of our power needs in West Virginia, Ohio and Alabama are primarily
sourced through special contracts that provide historically competitive rates and the remainder is sourced at market rates. At
our Niagara Falls, New York plant, we have been granted a public sector package including 18.4 megawatts and hydro power
through to 2021, effective June 1, 2016.

In South Africa, we have an “evergreen” supply agreement with Eskom, the parastatal electricity supplier, for both our
Polokwane and eMalahleni plants. Eskom’s energy prices are regulated by the National Energy Regulator (NERSA) and price
increases are publicly announced in advance. A specific agreement has been approved by NERSA in 2018 for silicon
production in Polokwane for three furnaces and in eMalahleni for one furnace. In order to promote silicon production in
South Africa, Polokwane and eMalahleni have been offered a two year discount over the public tariffs on the electricity
consumed to produce silicon.

Foreign currency fluctuation

Ferroglobe has a diversified production base consisting of production facilities across the United States, Europe, South
America, South Africa and Asia. Ferroglobe production costs are mostly dependent on local factors, with the exception of the
cost of manganese ore and coal, which are dependent on global commodity prices. The relative strength of the functional
currencies of Ferroglobe’s subsidiaries influences its competitiveness in the international market, most notably in the case of
Ferroglobe’s Venezuelan and South African operations, which have historically exported a majority of their

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production to the U.S. and the European Union. For additional information see “Item 11.—Quantitative and Qualitative
Disclosures About Market Risk—Foreign Exchange Rate Risk.”

Regulatory changes

Ferroglobe’s energy operations are subject to government regulation. In Spain, the regulatory framework applicable to
electricity producers underwent significant changes in 2013. The regulatory framework previously applicable to renewable
energies was abolished, and the foundation for a new framework was established through the enactment of Royal Decree‑Law
9/2013. The development of this new framework continued with the passing of the Electricity Industry Law in Spain in
December 2013, and was completed with the enactment of Royal Decree 413/2014 and Order IET/1045/2014.

As a result, since July 2013, the subsidiary FerroAtlántica, S.A.U. has sold the electricity it generates at market prices,
optimizing its generation by operating during peak price hours and participating in the “ancillary services” markets rather
than at guaranteed prices that provided a premium above market prices, with the exception of energy generated by the Novo
Pindo plant in Galicia, which continues to receive a premium. It is expected that new regulations will allow FerroAtlántica to
continue to participate in “ancillary services” markets. New power supply arrangements that were entered into in 2016 for
our French plants managed to avoid this seasonal interruption.

Critical Accounting Policies

The discussion and analysis of Ferroglobe’s financial condition and results of operations is based upon its Consolidated
Financial Statements, which have been prepared in accordance with IFRS. The preparation of those financial statements
requires Ferroglobe to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and
expenses, the disclosure of contingent assets and liabilities and related disclosure at the date of its financial statements. The
estimates and related assumptions are based on available information at the date of preparation of the financial statements, on
historical experience and on other relevant factors. Actual results may differ from these estimates under different assumptions
and conditions. Critical accounting policies are those that reflect significant judgments of uncertainties and potentially
result in materially different results under different assumptions and conditions. The principal items affected by estimates are
income taxes, business combinations, inventories, goodwill, and impairment of long-lived assets. The following are
Ferroglobe’s most critical accounting policies, because they generally involve a comparatively higher degree of judgment in
their application. For a description of all of Ferroglobe’s principal accounting policies, see Note 4 to the Consolidated
Financial Statements of Ferroglobe included elsewhere in this annual report.

Business combinations

Ferroglobe subsidiaries have completed a number of significant business acquisitions over the past several years. Our
business strategy contemplates that we may pursue additional acquisitions in the future. When we acquire a business, the
purchase price is allocated based on the fair value of tangible assets and identifiable intangible assets acquired and liabilities
assumed. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants. Goodwill as of the acquisition date is measured as the residual of the excess of the consideration
transferred, plus the fair value of any non‑controlling interest in the acquiree at the acquisition date, over the fair value of the
identifiable net assets acquired. We generally engage independent third‑party appraisal firms to assist in determining the fair
value of assets acquired and liabilities assumed. Such a valuation requires management to make significant estimates,
especially with respect to intangible assets. These estimates are based on historical experience and information obtained from
the management of the acquired companies. These estimates are inherently uncertain and may impact reported depreciation
and amortization in future periods, as well as any related impairment of goodwill or other long lived assets.

See Note 5 to the accompanying audited Consolidated Financial Statements for detailed disclosures related to our
acquisitions.

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Goodwill

Goodwill represents the excess purchase price of acquired businesses over fair values attributed to underlying net tangible
assets and identifiable intangible assets. For the purpose of impairment testing, goodwill is allocated to each of the
Company’s cash-generating units (or groups of cash generating units) that is expected to benefit from the synergies of the
combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is
less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated
to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any
impairment loss for goodwill is recognized directly in profit or loss. On disposal of the relevant cash-generating unit, the
attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The valuation of the Company’s cash generating units requires significant judgment in evaluation of, among other things,
recent indicators of market activity and estimated future cash flows, discount rates and other factors. The estimates of cash
flows, future earnings, and discount rate are subject to change due to the economic environment and business trends,
including such factors as raw material and product pricing, interest rates, expected market returns and volatility of markets
served, as well as our future manufacturing capabilities, government regulation and technological change. We believe that
the estimates of future cash flows, future earnings, and fair value are reasonable; however, changes in estimates,
circumstances or conditions could have a significant impact on our fair valuation estimation, which could then result in an
impairment charge in the future.

During the year ended December 31, 2017, in connection with our annual goodwill impairment test, the Company
recognized an impairment charge of $30,618 thousand related to the partial impairment of goodwill in Canada, resulting
from a decline in future estimated sales prices and a decrease in our estimated long-term growth rate which caused the
Company to revise its expected future cash flows from its Canadian business operations.

During the year ended December 31, 2016, in connection with our annual goodwill impairment test, the Company
recognized an impairment charge of $193,000 thousand related to the partial impairment of goodwill in North America, that
was recorded as a result of Business Combination, resulting from a sustained decline in sales prices that continued
throughout 2016 and which caused the Company to revise its expected future cash flows from its North American business
operations.

Ferroglobe operates in a cyclical market, and silicon and silicon-based alloy index pricing and foreign import pressure into
the U.S. and Canadian markets impact the future projected cash flows used in our impairment analysis.

Long-lived assets (excluding goodwill)

In order to ascertain whether its assets have become impaired, Ferroglobe compares their carrying amount with their
recoverable amount if there are indications that the assets might have become impaired. Where the asset itself does not
generate cash flows that are independent from other assets, Ferroglobe estimates the recoverable amount of the
cash‑generating unit to which the asset belongs. Recoverable amount is the higher of fair value and value in use, which is the
present value of the future cash flows that are expected to be derived from continuing use of the asset and from its ultimate
disposal at the end of its useful life, discounted at a pre‑tax rate which reflects the time value of money and the risks specific
to the business to which the asset belongs.

If the recoverable amount of an asset or cash‑generating unit is less than its carrying amount, the carrying amount of the asset
is reduced to its recoverable amount, and an impairment loss is recognized as an expense under “net impairment losses” in
the consolidated income statement. Where an impairment loss subsequently reverses, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A
reversal of an impairment is recognized as “other income” in the consolidated income statement. The basis for depreciation
or amortization is the carrying amount of the assets, deemed to be the acquisition cost less any accumulated impairment
losses.

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During 2016, the Company determined due to market conditions that our facility in Venezuela was to be idled. Since the
cash flows from the cash generating unit were uncertain, the Company tested the long‑lived assets for impairment. The
recoverable amount of the cash generating unit was determined based on the fair value of the assets less costs to dispose. The
Company concluded that the costs to dispose exceed the fair value of the assets, primarily due to political and financial
instability in Venezuela. As a result, the Company fully impaired the long‑lived assets and took an impairment charge of
$58,472 thousand for property, plant and equipment.

During 2016, the Company recognized an impairment charge of $9,176 thousand related to the Company’s mining assets in
South Africa, comprising goodwill impairment of $1,612 thousand, impairment of property, plant and equipment of $7,334
thousand (including associated translation differences) and impairment of other intangible assets of $230 thousand.

Inventories

Cost of inventories is determined by the average cost method. Inventories are valued at the lower of cost or market value.
Circumstances may arise (e.g., reductions in market pricing, obsolete, slow moving or defective inventory) that require the
carrying amount of our inventory to be written down to net realizable value. We estimate market and net realizable value
based on current and future expected selling prices, as well as expected costs to complete, including utilization of parts and
supplies in our manufacturing process. We believe that these estimates are reasonable; however, future market price decreases
caused by changing economic conditions, customer demand, or other factors could result in future inventory write‑downs
that could be material.

Income taxes

The current income tax expense incurred by Ferroglobe subsidiaries on an individual basis is determined by applying the
applicable tax rate to the taxable profit for the year, calculated on the basis of accounting profit before tax, increased or
decreased, as appropriate, by the permanent differences arising from the application of tax legislation and by the elimination
of any tax consolidation adjustments, taking into account tax relief and tax credits. The consolidated income tax expense is
calculated by adding together the expense recognized by each of the consolidated subsidiaries, increased or decreased, as
appropriate, as a result of the tax effect of consolidation adjustments for accounting purposes.

Ferroglobe’s deferred tax assets and liabilities include temporary differences measured at the amounts expected to be payable
or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax
credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is
realized or the liability is settled. Deferred tax liabilities are recognized for all taxable temporary differences, except for those
arising from the initial recognition of goodwill. Deferred tax assets are recognized to the extent that it is considered probable
that Ferroglobe will have taxable profits in the future against which the deferred tax assets can be utilized. The deferred tax
assets and liabilities recognized are reassessed at each reporting date in order to ascertain whether they still exist, and the
appropriate adjustments are made on the basis of the findings of the analyses performed.

Significant judgment is required in determining income tax provisions and tax positions. Ferroglobe may be challenged
upon review by the applicable taxing authorities, and positions taken may not be sustained. The accounting for uncertain
income tax positions requires consideration of timing and judgments about tax issues and potential outcomes and is a
subjective estimate. In certain circumstances, the ultimate outcome of exposures and risks involves significant uncertainties.
If actual outcomes differ materially from these estimates, they could have a material impact on Ferroglobe’s results of
operations and financial condition. Interest and penalties related to uncertain tax positions are recognized in income tax
expense.

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Results of Operations — Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Year ended December 31,

($ thousands) 2017 2016
Sales 1,741,693 1,576,037
Cost of sales (1,043,395) (1,043,412)
Other operating income 18,199 26,215
Staff costs (301,963) (296,399)
Other operating expense (239,926) (243,946)
Depreciation and amortization charges, operating allowances and write-downs (104,529) (125,677)
Operating profit (loss) before impairment losses, net gains/losses due to changes in the value of
assets, gains/losses on disposals of non-current assets and other losses 70,079 (107,182)
Impairment losses (30,957) (268,089)
Net gain due to changes in the value of assets 7,504 1,891
(Loss) gain on disposal of non-current assets (4,316) 340
Other losses (2,613) (40)
Operating profit (loss) 39,697 (373,080)
Finance income 3,708 1,536
Finance costs (65,412) (30,251)
Financial derivative loss (6,850) —
Exchange differences 8,214 (3,513)
Loss before tax (20,643) (405,308)
Income tax benefit 14,821 46,695
Loss for the year (5,822) (358,613)
Loss attributable to non-controlling interests 5,144 20,186
Loss attributable to the Parent (678) (338,427)

Sales

Sales increased $165,656 thousand or 10.5%, from $1,576,037 thousand for the year ended December 31, 2016 to
$1,741,693 thousand for the year ended December 31, 2017, primarily due to an increase in average selling prices across all
major products (excluding by-products). The average selling price for silicon metal increased by 3.1% to $2,270/MT in
2017, as compared to $2,201/MT in 2016; the average selling price for silicon-based alloys increased by 14.9% to
$1,608/MT in 2017, as compared to $1,400/MT in 2016; and the average selling price for manganese-based alloys increased
by 60.7% to $1,327/MT in 2017, as compared to $826/MT in 2016. The increase in average selling prices reflects an upward
pricing trend in the markets for silicon metal and silicon-based alloys.

The increase in average selling prices were partially offset by a 2.9% decrease in sales volumes across all major products.
Silicon metal sales volume decreased by 4.5% and silicon-based alloys sales volume decreased by 4.9%, while manganese-
based alloys sales volume increased by 2.9%.

Cost of sales

Cost of sales decreased $17 thousand, from $1,043,412 thousand for the year ended December 31, 2016 to
$1,043,395 thousand for the year ended December 31, 2017, primarily due to a decrease in sales volumes. This decrease was
offset by an increase in our cost of production, mainly due to furnace overhauls in North America and in Europe which
mainly impacted our silicon metal costs. An increase in energy costs in Europe impacted our costs for silicon-based alloys
and an increase in the purchase price of manganese ore impacted our costs for manganese-based alloys.

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Other operating income

Other operating income decreased $8,016 thousand, or 30.6%, from $26,215 thousand for the year ended December 31, 2016
to $18,199 thousand for the year ended December 31, 2017, primarily due to an exceptional sale of products manufactured
by a third party in 2016. These products were initially purchased for use in Ferroglobe’s plants but were ultimately sold to
another third party, resulting in non-recurrent other operating income in 2016.

Staff costs

Staff costs increased $5,564 thousand, or 1.9%, from $296,399 thousand for the year ended December 31, 2016 to $301,963
thousand for the year ended December 31, 2017, primarily due to a provision related to labor claims that are ongoing as well
as an increase in variable wages and benefits driven by the Company’s financial performance in 2017 as compared to
2016. Staff costs also increased due to an increase in head count primarily needed for the restart of our Selma, Alabama
facility.

Other operating expense

Other operating expense decreased $4,020 thousand, or 1.6%, from $243,946 thousand for the year ended December 31,
2016 to $239,926 thousand for the year ended December 31, 2017, primarily due to a lower cost structure in our
facilities. Selling, general and administrative expenses for our factories and our global and local headquarters decreased year
over year, primarily due to a reduction of contracting of external services as well as synergies recognized from the Business
Combination.

Depreciation and amortization charges, operating allowances and write-downs

Depreciation and amortization charges, operating allowances and write-downs decreased $21,148 thousand or 16.8%, from
$125,677 thousand for the year ended December 31, 2016 to $104,529 thousand for the year ended December 31, 2017,
primarily due to a decrease in depreciation and amortization relating to fully depreciated and amortized fixed assets at the
end of 2016. Additionally, there was a decrease in write‑downs of trade receivables allowance in 2017 due to lower
uncollectable receivable rates associated with improved risk management.

Impairment losses

Impairment losses decreased $237,132 thousand, from a loss of $268,089 thousand for the year ended December 31, 2016 to
a loss of $30,957 thousand for the year ended December 31, 2017. During the year ended December 31, 2017, in connection
with our annual goodwill impairment test, the Company recognized an impairment charge of $30,618 thousand related to the
partial impairment of goodwill in Canada, resulting from a decline in future estimated sales prices and a decrease in our
estimated long-term growth rate which caused the Company to revise its expected future cash flows from its Canadian
business operations. During the year ended December 31, 2016, the Company recognized an impairment charge of $193,000
thousand related to the partial impairment of goodwill at the U.S. and Canada, resulting from a sustained decline in sales
prices that continued throughout 2016 and which caused the Company to revise its expected future cash flows from Globe’s
business operations. The impairment associated with the U.S. cash-generating units was $178,900 thousand and the amount
that is associated with Canadian cash-generating units was $14,100 thousand. Additionally, during the year ended
December 31, 2016 the Company recognized an impairment of non-current operational assets located in Venezuela, totaling
$58,472 thousand.

Net gain due to changes in the value of assets

Net gain due to the changes in the value of assets primarily relates to the remeasured fair value of the Company’s timber
farms in South Africa as of December 31, 2017.

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(Loss) gain on disposal of non-current assets

A net loss of $4,316 thousand for the year ended December 31, 2017 relates primarily to the disposals certain property plant,
and equipment in the U.S. that had a stepped-up fair value at the date of the Business Combination but were subsequently
disposed of during scheduled furnace overhauls in 2017.

Finance income

Finance income increased $2,172 thousand, or 141.4%, from $1,536 thousand for the year ended December 31, 2016 to
$3,708 thousand for the year ended December 31, 2017, primarily due to the accounts receivable securitization program that
was entered into in July 2017, which resulted in $1,935 thousand of interest income.

Finance costs

Finance costs increased $35,161 thousand, or 116.2%, from $30,251 thousand for the year ended December 31, 2016 to
$65,412 thousand for the year ended December 31, 2017, primarily as a result of the issuance of Senior Notes in February
2017, which resulted in $28,961 thousand of finance costs.

Financial derivative loss

Financial derivative loss of $6,850 thousand resulted from our cross currency swap entered into in May 2017. The loss is
related to the portion of the notional amount of the cross currency swap that is not designated as a cash flow hedge.

Exchange differences

Exchange differences decreased $11,727 thousand, from a loss of $3,513 thousand for the year ended December 31, 2016 to
income of $8,214 thousand for the year ended December 31, 2017, primarily due to the fluctuation of foreign exchange rates,
mainly the exchange rate between the Euro and the U.S. Dollar.

Income tax benefit

Income tax benefit decreased $31,874 thousand, or 68.3%, from an income tax benefit of $46,695 thousand for the year
ended December 31, 2016 to an income tax benefit of $14,821 thousand for the year ended December 31, 2017, primarily
due to higher taxable income in 2017 than in 2016. The decrease was offset by the impact of U.S. tax reform enacted in 2017
which resulted in an income tax benefit of $31.2 million representing the remeasurement of the Company’s U.S. net deferred
tax liability as a consequence of the reduction of the U.S. federal corporate statutory tax rate from 35% to 21% with effect
from January 1, 2018, which was offset by income tax expense on taxable income.

Segment operations

During 2017, upon further evaluation of the management reporting structure as a result of the integration of the operations of
FerroAtlántica and Globe we have concluded that our Venezuela operations are no longer significant as an operating and
reportable segment due to the decision to significantly reduce these operations in 2016. As such, in 2017 we have included
our Venezuela operations as part of “Other Segments”. The comparative prior periods have been restated to conform to the
2017 reportable segment presentation.

Operating segments are based upon the Company’s management reporting structure. As such, we report our results in
accordance with the following segments:

· Electrometallurgy – North America;

· Electrometallurgy – Europe;

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· Electrometallurgy – South Africa; and

· Other Segments.

Electrometallurgy – North America

Year ended December 31,

($ thousands) 2017 2016
Sales 541,143 521,192
Cost of sales (303,096) (325,254)
Other operating income 2,701 362
Staff costs (90,802) (82,032)
Other operating expense (68,537) (64,606)
Depreciation and amortization charges, operating allowances and write‑downs (66,789) (73,530)
Operating profit (loss) before impairment losses, net gains/losses due to changes in the value of
assets, gains/losses on disposals of non-current assets and other losses 14,620 (23,868)

Sales

Sales increased $19,951 thousand, or 3.8%, from $521,192 thousand for the year ended December 31, 2016 to $541,143
thousand for the year ended December 31, 2017, primarily due to a 4.9% increase in sales volumes partially offset by a 1.1%
decrease in the average selling price of silicon metal and a 0.9% decrease in average selling price of silicon-based alloys.

Cost of sales

Cost of sales decreased $22,158 thousand, or 6.8%, from $325,254 thousand for the year ended December 31, 2016 to
$303,096 thousand for the year ended December 31, 2017, primarily due to a $10,022 thousand step-up in the fair value of
U.S. inventory as part of price accounting associated with the Business Combination, being released into cost of sales as the
inventory was sold throughout 2016. Unplanned downtime at our silicon-based alloys production plant due to breaker
failure contributed to the increase in costs in 2016. In 2017, the Company implemented cost reduction initiatives in our U.S.
and Canadian facilities which helped improve costs in 2017.

Staff costs

Staff costs increased $8,770 thousand, or 10.7%, from $82,032 thousand for the year ended December 31, 2016 to $90,802
thousand for the year ended December 31, 2017, primarily due to an increase in U.S. head count needed for the restart of our
Selma, Alabama facility.

Other operating expense

Other operating expense increased $3,931 thousand, or 6.1%, from $64,606 thousand for the year ended December 31, 2016
to $68,537 thousand for the year ended December 31, 2017, primarily due to a $2,200 thousand increase in legal expenses
associated with the trade cases in the U.S. and Canada.

Depreciation and amortization charges, operating allowances and write‑downs

Depreciation and amortization charges, operating allowances and write‑downs decreased $6,741 thousand, or 9.2%, from
$73,530 thousand for the year ended December 31, 2016 to $66,789 thousand for the year ended December 31, 2017,
primarily due to full amortization of computer software as well as property, plant and equipment becoming fully depreciated
at the end of 2016.

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Electrometallurgy – Europe

Year ended December 31,

($ thousands) 2017 2016
Sales 1,083,200 949,547
Cost of sales (690,589) (672,026)
Other operating income 12,681 25,908
Staff costs (147,595) (132,440)
Other operating expense (107,130) (118,269)
Depreciation and amortization charges, operating allowances and write‑downs (27,404) (31,730)
Operating profit before impairment losses, net gains/losses due to changes in the value of
assets, gains/losses on disposals of non-current assets and other losses 123,163 20,990

Sales

Sales increased $133,653 thousand or 14.1%, from $949,547 thousand for the year ended December 31, 2016 to $1,083,200
thousand for the year ended December 31, 2017, primarily due to a 21.9% increase in average selling prices for all primary
products as well as a foreign exchange impact which increased sales by $21,862 thousand.

Average selling prices (in local currency) for silicon metal, silicon-based alloys and manganese alloys pricing increased
2.6%, 14.1% and 56.8%, respectively, primarily due to higher market index pricing in Europe. The sales volume of primary
products was relatively consistent year-over-year, with an increase of 2.7% for the year ended December 31, 2017 compared
to the year ended December 31, 2016.

Cost of sales

Cost of sales increased $18,563 thousand, or 2.8%, from $672,026 thousand for the year ended December 31, 2016 to
$690,589 thousand for the year ended December 31, 2017, primarily due to an increase in the price of raw material. In
addition, there was an unfavorable foreign exchange impact, which increased Euro-denominated costs by $13,924 thousand.

Other operating income

Other operating income decreased $13,227 thousand, or 51.1%, from $25,908 thousand for the year ended December 31,
2016 to $12,681 thousand for the year ended December 31, 2017, primarily is due to an exceptional sale of products
manufactured by a third entity in 2016 (products which were initially purchased for use in Ferroglobe plants). There was a
favorable foreign exchange impact, which increased Euro-denominated incomes by $256 thousand.

Staff costs

Staff costs increased $15,155 thousand or 11.4%, from $132,440 thousand for the year ended December 31, 2016 to
$147,595 thousand for the year ended December 31, 2017, primarily due to an increase in variable wages and benefits driven
by financial performance for employees in France and in Spain. There was an unfavorable foreign exchange impact, which
increased Euro-denominated costs by $2,982 thousand.

Other operating expense

Other operating expense decreased $11,139 thousand, or 9.4%, from $118,269 thousand for the year ended December 31,
2016 to $107,130 thousand for the year ended December 31, 2017, primarily due to a reduction of non‑recurring transaction
costs related to the Business Combination, which were incurred in 2016. There was an unfavorable foreign exchange impact,
which increased Euro-denominated costs by $2,162 thousand.

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Depreciation and amortization charges, operating allowances and write‑downs

Depreciation and amortization charges, operating allowances and write‑downs decreased $4,326 thousand, or 13.6%, from
$31,730 thousand for the year ended December 31, 2016 to $27,404 thousand for the year ended December 31, 2017,
primarily due to a decrease in write‑downs of trade receivables allowances of $5,963 thousand as we reduced our exposure to
customers that entered delinquency in 2016. There was an unfavorable foreign exchange impact, which increased Euro-
denominated costs by $553 thousand.

Electrometallurgy – South Africa

Year ended December 31,

($ thousands) 2017 2016
Sales 122,504 142,160
Cost of sales (81,744) (99,124)
Other operating income 2,868 3,422
Staff costs (23,495) (23,589)
Other operating expense (24,462) (28,834)
Depreciation and amortization charges, operating allowances and write‑downs (5,788) (4,732)
Operating loss before impairment losses, net gains/losses due to changes in the value of assets,
gains/losses on disposals of non-current assets and other losses (10,117) (10,697)

Sales

Sales decreased $19,656 thousand, or 13.8%, from $142,160 thousand for the year ended December 31, 2016 to $122,504
thousand for the year ended December 31, 2017, primarily due to a 63.9% decrease in silicon metal sales volumes, as a result
of furnaces 1 and 3 of Polokwane plant being idle during 2017. This decrease was partly offset by a 22.8% increase in
silicon-based alloy sales volumes due to an improvement in demand in the domestic market. Average selling prices of all
primary products increased 4% in 2017 compared to 2016, and there was a positive foreign exchange impact, which
increased sales by $2,489 thousand.

Cost of sales

Cost of sales decreased $17,380 thousand, or 17.5%, from $99,124 thousand for the year ended December 31, 2016 to
$81,744 thousand for the year ended December 31, 2017, primarily due to a 63.9% decrease in silicon metal sales volumes
from 2016 to 2017, partially offset by an increase of 22.8% in silicon-based alloy sales volumes, as well as an unfavorable
foreign exchange impact which increased cost of sales by $1,667 thousand.

Other operating income

Other operating income decreased $554 thousand, or 16.2%, from $3,422 thousand for the year ended December 31, 2016 to
$2,868 thousand for the year ended December 31, 2017, primarily due to a decrease in by-product sales as a result of weak
demand in the domestic market as well as a reduction of other services provided to third parties. There was a favorable
foreign exchange impact, which increased Euro-denominated income by $57 thousand.

Staff costs

Staff costs decreased $94 thousand or 0.4%, from $23,589 thousand for the year ended December 31, 2016 to $23,495
thousand for the year ended December 31, 2017, due to the staffing adjustments carried out in 2017 in connection with
furnaces 1 and 3 of Polokwane plant, which were idle during 2017. This decrease was partially offset by a foreign exchange
impact, which increased staff costs by $474 thousand.

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Other operating expense

Other operating expense decreased $4,372 thousand, or 15.2%, from $28,834 thousand for the year ended December 31,
2016 to $24,462 thousand for the year ended December 31, 2017, primarily due to lower variable, selling, and administrative
costs during 2017 when the plant was idled or operating at a reduced production level. This decrease was partially offset by a
foreign exchange impact, which increased other operating expense by $482 thousand.

Depreciation and amortization charges, operating allowances and write‑downs

Depreciation and amortization charges, operating allowances and write‑downs increased $1,056 thousand, or 22.3%, from
$4,732 thousand for the year ended December 31, 2016 to $5,788 thousand for the year ended December 31, 2017. This
change is primarily attributable to higher lower capital expenditures as well as a foreign exchange impact which increased
depreciation and amortization charges by $117 thousand.

Other segments

Year ended December 31,

($ thousands) 2017 2016
Sales 60,199 90,337
Cost of sales (33,616) (79,912)
Other operating income 15,619 4,713
Staff costs (39,851) (58,577)
Other operating expense (55,955) (37,964)
Depreciation and amortization charges, operating allowances and write‑downs (4,557) (12,818)
Operating loss before impairment losses, net gains/losses due to changes in the value of assets,
gains/losses on disposals of non-current assets and other losses (58,161) (94,221)

Sales

Sales decreased $30,138 thousand, or 33.4%, from $90,337 thousand for the year ended December 31, 2016 to $60,199 for
the year ended December 31, 2017, primarily due to the idling of operations at FerroVen, S.A. during 2016, which resulted in
a $20,353 thousand decrease in sales during 2017.

Cost of sales

Cost of sales decreased $46,296 thousand, or 57.9%, from $79,912 thousand for the year ended December 31, 2016 to
$33,616 thousand for the year ended December 31, 2017, primarily due to the idling of operations at FerroVen, S.A. during
2016, which decreased cost of sales as a result of reduced sales volumes. The devaluation of Venezuelan local currency
resulted in a $28,979 thousands decrease in cost of sales. A decrease of $8,134 thousand resulted from Mangshi being idled
in 2017. Decreases were partially offset by a $2,616 thousand increase at Metales as we operated with an additional furnace
and a $2,668 thousand increase at Yonvey as we resumed production of electrodes.

Other operating income

Other operating income increased $10,906 thousand, or 231.4%, from $4,713 thousand for the year ended December 31,
2016 to $15,619 thousand for the year ended December 31, 2017, primarily due to at chargeback of services by Ferroglobe
PLC to its subsidiaries.

Staff costs

Staff costs decreased $18,726 thousand or 32.0%, from $58,577 thousand for the year ended December 31, 2016 to $39,851
thousand for the year ended December 31, 2017, as a result of executive severance payments of approximately

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$21,000 thousand in 2016. The decrease was partially offset by an increase in variable wages resulting from an improved
financial performance in 2017.

Other operating expense

Other operating expense increased $17,991 thousand, or 47.4%, from $37,964 thousand for the year ended December 31,
2016 to $55,955 for the year ended December 31, 2017, primarily due to the accrual of $12,444 thousand for accrual of
contingent liabilities.

Depreciation and amortization charges, operating allowances and write‑downs

Depreciation and amortization charges, operating allowances and write‑downs decreased $8,261 thousand, or 64.4%, from
$12,818 thousand for the year ended December 31, 2016 to $4,557 thousand for the year ended December 31, 2017,
primarily due to a $4,025 thousand decrease at FerroVen, S.A. and a $2,625 thousand decrease in Energy.

Results of Operations — Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Year ended December 31,

($ thousands) 2016 2015
Sales 1,576,037 1,316,590
Cost of sales (1,043,412) (818,736)
Other operating income 26,215 15,751
Staff costs (296,399) (205,869)
Other operating expense (243,946) (200,296)
Depreciation and amortization charges, operating allowances and write-downs (125,677) (67,050)
Operating (loss) profit before impairment losses, net gains/losses due to changes in the value
of assets, gains/losses on disposals of non-current assets and other losses (107,182) 40,390
Impairment losses (268,089) (52,042)
Net gain (loss) due to changes in the value of assets 1,891 (912)
Gain (loss) on disposal of non-current assets 340 (2,214)
Other losses (40) (347)
Operating loss (373,080) (15,125)
Finance income 1,536 1,096
Finance costs (30,251) (30,405)
Exchange differences (3,513) 35,904
Loss before tax (405,308) (8,530)
Income tax benefit (expense) 46,695 (49,942)
Loss for the year (358,613) (58,472)
Loss attributable to non-controlling interests 20,186 15,204
Loss attributable to the Parent (338,427) (43,268)

The financial information for the year ended December 31, 2016 includes the consolidated results for the full year ended
December 31, 2016, whereas the financial information for the year ended December 31, 2015 includes the results of Globe for
only the eight -day period ended December 31, 2015 subsequent to the Business Combination on December 23, 2015.

Sales

Sales increased $259,447 thousand or 19.7%, from $1,316,590 thousand for the year ended December 31, 2015 to
$1,576,037 thousand for the year ended December 31, 2016, primarily due to the inclusion of a full year of Globe sales in
2016 of $545,264 thousand as compared to the inclusion of only eight days of Globe sales in 2015. This increase was offset
by a 20.3% decrease in average selling prices (prices based in euros) of all primary products and a 0.4% decrease in sales
volumes at FerroAtlántica.

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Excluding Globe, average selling prices (in local currency) for silicon metal, silicon-based alloys and manganese alloys
pricing decreased by 16.0%, 9.2% and 18.2%, respectively, primarily due to lower European market index pricing.

Excluding Globe, silicon metal sales volume decreased 7.5%, primarily due to lower demand driven by pricing pressure from
imports. This decrease was partially offset by slight increases in sales volumes of silicon-based alloys and manganese alloys,
of 3.5% and 2.4%, respectively.

In summary, since late 2014, we have experienced a sharp decrease in silicon metal prices, our main product produced and
sold, which adversely affected our sales for the year ended December 31, 2016, as compared to the sales of FerroAtlántica and
Globe for the year ended December 31, 2015. This effect was particularly pronounced in relation to the sales of our European
business.

Cost of sales

Cost of sales increased $224,676 thousand, or 27.4%, from $818,736 thousand for the year ended December 31, 2015 to
$1,043,413 thousand for the year ended December 31, 2016, primarily due to the inclusion of a full year of Globe cost of
sales in 2016 of $340,617 thousand as compared to the inclusion of only eight days of Globe cost of sales in 2015. This
increase was offset by a 14.2% decrease in the cost of sales of FerroAtlántica due to manufacturing cost improvement
initiatives, including lower raw material and energy costs.

Other operating income

Other operating income increased $10,464 thousand, or 66.4%, from $15,751 thousand for the year ended December 31,
2015 to $26,215 thousand for the year ended December 31, 2016, primarily due to the inclusion of a full year of Globe other
operating income in 2016 of $2,986 thousand as compared to the inclusion of only eight days of Globe other operating
income in 2015. In addition, the increase in other operating income is attributable to an increase in sales of fines, silica fume
and other by-products.

Staff costs

Staff costs increased $90,530 thousand, or 44.0%, from $205,869 thousand for the year ended December 31, 2015 to
$296,399 thousand for the year ended December 31, 2016, primarily due to the inclusion of a full year of Globe staff costs in
2016 of $121,251 thousand as compared to the inclusion of only eight days of Globe staff costs in 2015. This increase was
offset by a decrease in FerroAtlántica staff costs of approximately $30,000 thousand due to a decrease in variable-based
compensation expense reflecting annual company performance.

Other operating expense

Other operating expense increased $43,650 thousand, or 21.8%, from $200,296 thousand for the year ended December 31,
2015 to $243,946 thousand for the year ended December 31, 2016, primarily due to the inclusion of a full year of Globe
other operating expense in 2016 of $63,065 thousand as compared to the inclusion of only eight days of Globe other
operating expense in 2015. This increase was offset by a decrease in due diligence expenses related to the Business
Combination in 2015.

Depreciation and amortization charges, operating allowances and write-downs

Depreciation and amortization charges, operating allowances and write-downs increased $58,627 thousand or 87.4%, from
$67,050 thousand for the year ended December 31, 2015 to $125,677 thousand for the year ended December 31, 2016,
primarily due to the inclusion of a full year of Globe depreciation and amortization charges, operating allowances and write-
downs in 2016 of $73,525 thousand as compared to the inclusion of only eight days of Globe depreciation and amortization
charges, operating allowances and write-downs in 2015.

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Impairment losses

Net impairment losses increased $216,047 thousand, from a loss of $52,042 thousand for the year ended December 31, 2015
to a loss of $268,089 thousand for the year ended December 31, 2016. The increase in impairment losses is primarily due to
the impairment of goodwill in relation to our North American assets of $193,000 thousand, the impairment of non-current
operational assets located in Venezuela, South Africa and France, totaling $58,472 thousand, $9,176 thousand, and $1,178
thousand, respectively, and the impairment of non-current financial assets amounting $5,623 thousand.

Finance income

Finance income increased $440 thousand, or 40.1%, from $1,096 thousand for the year ended December 31, 2015 to $1,536
thousand for the year ended December 31, 2016, primarily due to the inclusion of a full year of Globe finance income in
2016 of $676 thousand as compared to the inclusion of only eight days of Globe finance income in 2015.

Finance costs

Finance costs decreased $154 thousand, or 0.5%, from $30,405 thousand for the year ended December 31, 2015 to $30,251
thousand for the year ended December 31, 2016, primarily due to the inclusion of a full year of Globe finance costs in 2016
of $5,714 thousand as compared to the inclusion of only eight days of Globe finance income in 2015. This increase was
offset by a reduction in FerroAtlántica’s outstanding debt and, therefore incurred lower finance costs, as well as a decrease in
interest rates year-over-year.

Exchange differences

Exchange differences decreased $39,417 thousand, from a gain of $35,904 thousand for the year ended December 31, 2015
to a loss of $3,513 thousand for the year ended December 31, 2016, partially due to the inclusion of a full year of Globe
exchange differences in 2016 of $4,567 thousand related to the devaluation of the Argentine Peso, as compared to the
inclusion of only eight days of Globe exchange differences in 2015.

Income tax

Income tax expense decreased $96,637 thousand, or 193.5%, from an income tax expense of $49,942 thousand for the year
ended December 31, 2015 to an income tax benefit of $46,695 thousand for the year ended December 31, 2016. This
decrease is primarily attributable to the inclusion of a full year of Globe income tax benefit in 2016 of $30,598 thousand as
compared to the inclusion of eight days of Globe income tax expense in 2015. In addition, FerroAtlántica operations
generated losses in 2016, which further increased the income tax benefit for the year ended December 31, 2016.

Electrometallurgy – North America

Year ended December 31,

($ thousands) 2016 2015
Sales 521,192 10,062
Cost of sales (325,254) (6,200)
Other operating income 362 17
Staff costs (82,032) (1,983)
Other operating expense (64,606) (276)
Depreciation and amortization charges, operating allowances and write‑downs (73,530) (1,183)
Operating (loss) profit before impairment losses, net gains/losses due to changes in the value of
assets, gains/losses on disposals of non-current assets and other losses (23,868) 437

The Electrometallurgy – North America segment comprises of only Globe subsidiaries. As a result, the segment information
for the year ended December 31, 2016 includes the segment information for the full year ended December 31,

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2016, whereas the segment information for the year ended December 31, 2015 includes the segment information for only the
eight-day period ended December 31, 2015 subsequent to the Business Combination on December 23, 2015.

Sales

Sales increased $511,130 thousand, from $10,062 thousand for the year ended December 31, 2015 to $521,192 thousand for
the year ended December 31, 2016, primarily due to the inclusion of the full year of sales in 2016 as compared to the
inclusion of only eight days of sales in 2015 following the Business Combination. On a pro-forma basis, sales for the
segment decreased $165,655 thousand, or 24%, from $686,847 thousand in 2015 to $521,192 thousand in 2016. The
decrease was primarily attributable to a 12% decrease in average selling prices coupled with a 15% decrease in tons sold.
Silicon metal pricing decreased 14%, primarily due to lower index pricing, which resulted in lower pricing on annual
calendar 2016 contracts and index-based contracts. Silicon-based alloys pricing decreased 10% as a result of lower index
pricing. Silicon metal volume decreased 10%, primarily due to lower demand driven by pricing pressure from imports.
Silicon-based alloys volume decreased 24% due to a weaker end market and lower customer demand.

Cost of sales

Cost of sales increased by $319,054 thousand, from $6,200 thousand for the year ended December 31, 2015 to $325,254
thousand for the year ended December 31, 2016. On a pro-forma basis, cost of sales decreased in line with the 15% decrease
in sales volumes, offset by higher stand-down costs associated with the idling of the Selma, Alabama plant in February 2016
without any corresponding production.

Staff costs

Staff costs increased by $80,049 thousand, from $1,983 thousand for the year ended December 31, 2015 to $82,032 thousand
for the year ended December 31, 2016. On a pro-forma basis, staff costs decreased by approximately 18%, due to lower
variable-based compensation expense reflecting annual company performance year-over-year.

Other operating expense

Other operating expense increased by $64,330 thousand, from $276 thousand for the year ended December 31, 2015 to
$64,606 thousand for the year ended December 31, 2016, primarily due to a full twelve months of other operating expense in
2016 as compared to only eight days of Globe other operating expense in 2015. On a pro-forma basis, other operating
expense decreased due to lower non‑recurring transaction costs during 2015 related to the Business Combination.

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Depreciation and amortization charges, operating allowances and write‑downs

Depreciation and amortization charges, operating allowances and write‑downs increased by $72,347 thousand, from $1,183
thousand for the year ended December 31, 2015 to $73,530 thousand for the year ended December 31, 2016. On a pro-forma
basis, depreciation and amortization charges, operating allowances and write‑downs increased by approximately 50%. This
increase is attributable to the increased depreciable asset balance during 2016 as a result of the use of the acquisition -
method treatment of Globe’s non-current assets associated with the Business Combination, as all acquired assets and
liabilities were stepped up to fair value as of the closing date of the Business Combination.

Electrometallurgy – Europe

Year ended December 31,

($ thousands) 2016 2015
Sales 949,547 1,174,968
Cost of sales (672,026) (811,114)
Other operating income 25,908 52,211
Staff costs (132,440) (148,652)
Other operating expense (118,269) (142,867)
Depreciation and amortization charges, operating allowances and write‑downs (31,730) (35,255)
Operating profit before impairment losses, net gains/losses due to changes in the value of
assets, gains/losses on disposals of non-current assets and other losses 20,990 89,291

Sales

Sales decreased $225,421 thousand, or 19.2%, from $1,174,968 thousand for the year ended December 31, 2015 to $949,547
thousand for the year ended December 31, 2016, primarily due to an 18.5% decrease in average selling prices for all primary
products as well as a foreign exchange impact, which decreased sales by $2,574 thousand.

Average selling prices (in local currency) for silicon metal, silicon-based alloys and manganese alloys pricing decreased
20.4%, 22.6% and 12.3%, respectively, primarily due to lower European market index pricing. The sales volume of primary
products was relatively consistent year-over-year.

Cost of sales

Cost of sales decreased $139,088 thousand, or 17.1%, from $811,114 thousand for the year ended December 31, 2015 to
$672,026 thousand for the year ended December 31, 2016, primarily due to manufacturing cost improvement initiatives,
including lower raw material and energy costs. In addition, there was a favorable foreign exchange impact, which decreased
Euro-denominated costs by $1,821 thousand.

Other operating income

Other operating income decreased $26,303 thousand, or 50.4%, from $52,211 thousand for the year ended December 31,
2015 to $25,908 thousand for the year ended December 31, 2016, primarily due to intercompany charges to the parent
company during 2015 for its share of non‑recurring transaction costs related to the Business Combination, which
FerroAtlántica paid.

Staff costs

Staff costs decreased $16,212 thousand or 10.9%, from $148,652 thousand for the year ended December 31, 2015 to
$132,440 thousand for the year ended December 31, 2016, primarily due to a decrease in the bonus and other social benefits
in France and in Spain to reflect the Company’s annual performance.

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Other operating expense

Other operating expense decreased $24,598 thousand, or 17.2%, from $142,867 thousand for the year ended December 31,
2015 to $118,269 thousand for the year ended December 31, 2016, primarily due to a reduction of non‑recurring transaction
costs of approximately $27,000 thousand related to the Business Combination in 2015.

Depreciation and amortization charges, operating allowances and write‑downs

Depreciation and amortization charges, operating allowances and write‑downs decreased $3,525 thousand, or 10.0%, from
$35,255 thousand for the year ended December 31, 2015 to $31,730 thousand for the year ended December 31, 2016,
primarily due to a decrease in write‑downs of trade receivables allowances of $2,115 thousand as we reduced exposure to
customers that entered delinquency in 2015. In addition, there was a $1,410 thousand decrease in depreciation as a result of
lower capital expenditures year-over-year.

Electrometallurgy – South Africa

Year ended December 31,

($ thousands) 2016 2015
Sales 142,160 219,890
Cost of sales (99,124) (134,978)
Other operating income 3,422 5,070
Staff costs (23,589) (24,663)
Other operating expense (28,834) (29,237)
Depreciation and amortization charges, operating allowances and write‑downs (4,732) (7,744)
Operating (loss) profit before impairment losses, net gains/losses due to changes in the value of
assets, gains/losses on disposals of non-current assets and other losses (10,697) 28,338

Sales

Sales decreased $77,730 thousand, or 35.3%, from $219,890 thousand for the year ended December 31, 2015 to $142,160
thousand for the year ended December 31, 2016, primarily due to a 17.1% decrease in silicon metal sales volumes due to the
decline in exports to North America. In addition, there was an 18.8% decrease in silicon-based alloy sales volumes due to a
weak domestic market. Average selling prices of all primary products decreased 30% in 2016 compared to 2015 due to a
decrease in index pricing. This decrease was offset by a foreign exchange impact, which increased sales by $18,761
thousand.

Cost of sales

Cost of sales decreased $35,854 thousand, or 26.6%, from $134,978 thousand for the year ended December 31, 2015 to
$99,124 thousand for the year ended December 31, 2016, primarily due to a 17.1% decrease in silicon metal sales volumes
from 2015 to 2016 as well as a 33.4% decrease in silicon-based alloy sales volumes. This decrease was offset by a foreign
exchange impact which increased cost of sales by $13,082 thousand.

Other operating income

Other operating income decreased $1,648 thousand, or 32.5%, from $5,070 thousand for the year ended December 31, 2015
to $3,422 thousand for the year ended December 31, 2016, primarily due to a decrease in by-product sales as a result of a
weak domestic market as well as a reduction of other services provided to third parties.

Staff costs

Staff costs decreased $1,074 thousand or 4.4%, from $24,663 thousand for the year ended December 31, 2015 to $23,589
thousand for the year ended December 31, 2016, primarily due to a $4,187 thousand reduction of bonus and other social

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benefits to reflect the Company’s annual performance. This decrease was offset by a foreign exchange impact, which
increased staff costs by $3,113 thousand.

Other operating expense

Other operating expense decreased $403 thousand, or 1.4%, from $29,237 thousand for the year ended December 31, 2015 to
$28,834 thousand for the year ended December 31, 2016, primarily due to lower variable, selling, and administrative costs
during 2016 when the plant was idled or operating at a reduced production level. This decrease was offset by a foreign
exchange impact, which increased other operating expense by $3,805 thousand.

Depreciation and amortization charges, operating allowances and write‑downs

Depreciation and amortization charges, operating allowances and write‑downs decreased $3,012 thousand, or 38.9%, from
$7,744 thousand for the year ended December 31, 2015 to $4,732 thousand for the year ended December 31, 2016. This
change is primarily attributable to a $1,572 thousand decrease in Receivable allowances and a decrease in depreciation of
$2,064 thousand due to lower capital expenditures year-over-year. This decrease was offset by a foreign exchange impact,
which increased depreciation and amortization charges by $624 thousand.

Other segments

Year ended December 31,

($ thousands) 2016 2015
Sales 90,337 129,123
Cost of sales (79,912) (88,041)
Other operating income 4,713 2,109
Staff costs (58,577) (30,574)
Other operating expense (37,964) (67,347)
Depreciation and amortization charges, operating allowances and write‑downs (12,818) (22,492)
Operating loss before impairment losses, net gains/losses due to changes in the value of assets,
gains/losses on disposals of non-current assets and other losses (94,221) (77,222)

Sales

Sales decreased $38,786 thousand, or 30.0%, from $129,123 thousand for the year ended December 31, 2015 to $90,337
thousand for the year ended December 31, 2016, primarily due to a decrease in sales from partially and fully idled facilities,
most significantly, FerroVen, which significantly reduced operations due to political and social instability in Venezuela, and
MangShi, which was fully idled in November 2015. This decrease was offset by the inclusion of a full year of Globe sales in
2016 of $23,532 thousand as compared to the inclusion of only eight days of Globe sales in 2015.

Cost of sales

Cost of sales decreased $8,129 thousand, or 9.2%, from $88,041 thousand for the year ended December 31, 2015 to $79,912
thousand for the year ended December 31, 2016, primarily due to significantly reduced operations of Ferro Ven which was
partially offset by the inclusion of a full year of Globe cost of sales in 2016 as compared to the inclusion of only eight days
of Globe cost of sales in 2015. Additionally, inventory at MangShi was written down by approximately $2,500 thousand in
2016.

Other operating income

Other operating income increased $2,604 thousand, or 123.5%, from $2,109 thousand for the year ended December 31, 2015
to $4,713 thousand for the year ended December 31, 2016, primarily due to the inclusion of a full year of Globe other
operating income in 2016 of $1,647 thousand as compared to the inclusion of only eight days of Globe other operating
income in 2015.

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Staff costs

Staff costs increased $28,003 thousand or 91.6%, from $30,574 thousand for the year ended December 31, 2015 to $58,577
thousand for the year ended December 31, 2016, primarily due to the inclusion of a full year of Globe staff costs in 2016 of
$38,427 thousand as compared to the inclusion of only eight days of Globe sales in 2015. In addition, staff costs for the year
ended December 31, 2016 include Alan Kestenbaum’s severance payment of approximately $21,000 thousand, as well as
other payments, and the accelerated vesting of equity awards made in connection with his resignation pursuant to the terms
of the Employment Agreement. The increase in staff costs was partially offset by a decrease in staff costs at FerroVen, S.A.
primarily due to significantly reduced operations as well as the devaluation of the Venezuelan Bolivar, the local currency in
which all employees are paid.

Other operating expense

Other operating expense decreased $29,383 thousand, or 43.6%, from $67,347 thousand for the year ended December 31,
2015 to $37,964 thousand for the year ended December 31, 2016, primarily due to significantly reduced operations at
FerroVen, S.A. as well as the devaluation of the Venezuelan Bolivar, the local currency in which most local suppliers are paid
in. Additionally, due diligence and development expenses decreased due to the decision not to continue with the
FerroQuébec, Inc. project in late 2015.

Depreciation and amortization charges, operating allowances and write‑downs

Depreciation and amortization charges, operating allowances and write‑downs decreased $9,674 thousand, or 43.0%, from
$22,492 thousand for the year ended December 31, 2015 to $12,818 thousand for the year ended December 31, 2016,
primarily due to the decrease in the depreciation of fixed assets at FerroVen, S.A as FerroVen, S.A. fully impaired its fixed
assets at June 30, 2016, when the decision was made to idle the facility, as well as full impairment of fixed assets at MangShi
at December 31, 2015. The decrease was offset by the inclusion of a full year of Globe depreciation and amortization charges,
operating allowances and write-downs in 2016 as compared to the inclusion of only eight days of Globe depreciation and
amortization charges, operating allowances and write-downs in 2015.

Effect of Inflation

Management believes that the impact of inflation was not material to Ferroglobe’s results of operations in the years ended
December 31, 2017, 2016 and 2015, although we experienced the impact of Venezuelan inflation in 2017, 2016 and 2015 on
FerroVen, S.A.’s production costs in these years, which resulted in a loss of competitiveness.

Cyclical Nature of the Industry and Movement in Market Prices, Raw Materials and Input Costs

Our business has historically been subject to fluctuations in the price of our products and market demand for them, caused by
general and regional economic cycles, raw material and energy price fluctuations, competition and other factors. The timing,
magnitude and duration of these cycles and the resulting price fluctuations are difficult to predict. For example, we
experienced a weakened economic environment in national and international metals markets, including a sharp decrease in
silicon metal prices in all major markets from late 2014 to late 2017. The weakened economic environment adversely
affected our profitability for the year ended December 31, 2016, with a particularly pronounced effect on the profitability of
our European business over such period.

B. Liquidity and Capital Resources

Sources of Liquidity

Ferroglobe’s primary sources of long-term liquidity are its Senior Notes with a $350,000 thousand aggregate principal at an
interest rate of 9.375%, due on March 1, 2022, a multicurrency Amended Revolving Credit Facility with an aggregate
principal amount of $200,000 thousand maturing on August 20, 2018 (nil drawn down as of December 31, 2017).
Ferroglobe’s short-term liquidity is sustained by the Company’s non-recourse accounts receivable arrangement which

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provides up to $250,000 thousand of upfront cash consideration (approximately $166,525 thousand as of December 31,
2017) as well as the Company’s cash flows from operations.

Ferroglobe’s primary short-term liquidity needs are to fund its capital expenditure commitments and operational needs and
service its existing debt. Ferroglobe’s long-term liquidity needs primarily relate to debt repayment. Ferroglobe’s core
objective with respect to capital management is to maintain a balanced and sustainable capital structure through the
economic cycles of the industries in which it has a presence, while keeping the cost of capital at competitive levels so as to
fund Ferroglobe’s growth.

For the year ended December 31, 2017, operating activities generated $150,375 thousand in cash, compared to $129,169
thousand in 2016 and $145,449 thousand in 2015. Investing activities used a total of $74,818 thousand of cash in 2017,
compared to $84,281 thousand in 2016 and $17,966 thousand in 2015. Financing activities resulted in a total outflow of
$113,397 thousand in cash in 2017, compared to an inflow of $49,917 thousand in 2016 and an outflow of $87,593
thousand in 2015. See “Cash Flow Analysis” below for additional information.

As of December 31, 2017, 2016 and 2015, Ferroglobe had cash and cash equivalents of $184,472 thousand, $196,982
thousand (inclusive of $51 thousand of cash and cash equivalents in assets held for sale), and $116,666 thousand,
respectively. Cash and cash equivalents are held primarily held in U.S. Dollars and Euro.

As of December 31, 2017, Ferroglobe’s total gross financial debt was $571,337 thousand, compared to $514,587 thousand as
of December 31, 2016. As of December 31, 2017, gross financial debt was comprised of debt instruments of $350,270
thousand as of December 31, 2017 (nil in 2016), bank borrowings of $1,003 thousand ($421,291 in 2016), $82,633 thousand
of finance leases ($86,620 thousand in 2016), and other financial liabilities of $137,431 thousand ($93,635 thousand in
2016).

Working Capital Position

Taking into account generally expected market conditions, Ferroglobe anticipates that cash flow generated from operations
will be sufficient to fund its operations, including its working capital requirements, and to make the required principal and
interest payments on its indebtedness during the next 12 months.

As of December 31, 2017, Ferroglobe’s current assets totaled $691,291 thousand while current liabilities totaled $450,196
thousand, resulting in a positive working capital position of $241,095 thousand.

Capital Expenditures

Ferroglobe incurs capital expenditures in connection with expansion and productivity improvements, production plants
maintenance and research and development projects. Capital expenditures are funded through cash generated from
operations and financing activities. Ferroglobe’s capital expenditures for the years ended December 31, 2017, 2016 and 2015
were $74,616 thousand, $71,119 thousand and $68,521 thousand, respectively. Principal capital expenditures during these
periods were primarily for maintenance and improvement works at Ferroglobe’s plants and mines. We expect our capital
expenditures for 2018 to equal approximately $92,000 thousand, excluding any capital expenditures related to our solar
grade silicon project. We believe we have the ability to reduce our capital expenditures by, as needed, idling individual
electrometallurgy facilities. Additionally, we have committed to incur approximately €51,000 thousand of capital
expenditures in connection with our solar grade silicon joint venture as part of an initial phase over the next two years, on
top of capital expenditures of €21 million incurred in prior years. While we would expect to commit to further amounts in
connection with this joint venture in the future if the project continues to subsequent phases, which is subject to agreement
and approval with our joint venture partners, we have not yet committed to any expenditures with respect to further phases.
Capital expenditures in connection with our solar grade silicon joint venture are financed in part by a loan obtained from the
Spanish Ministry of Industry and Energy. See “Item 4.B.—Information on the Company—Business Overview—Research and
Development (R&D)—Solar grade silicon” and “Item 7.B.—Major Shareholders and Related Party Transactions—Related
Party Transactions.” See also “—Tabular Disclosure of Contractual Obligations” for disclosure regarding future committed
capital expenditures.

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Cash Flow Analysis — Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

The following table summarizes Ferroglobe’s primary sources (uses) of cash for the years ended December 31, 2017 and
2016:

Year ended December 31,

($ thousands) 2017 2016
Cash and cash equivalents at beginning of period 196,982 116,666
Cash flows from operating activities 150,375 121,169
Cash flows from investing activities (74,818) (84,281)
Cash flows from financing activities (113,397) 49,917
Exchange differences on cash and cash equivalents in foreign currencies 25,330 (6,489)
Cash and cash equivalents at end of period 184,472 196,982
Cash and cash equivalents at end of period from statement of financial position 184,472 196,931
Cash and cash equivalents at end of period included within assets and disposal groups
classified as held for sale — 51

Ferroglobe did not pay dividends during the year ended December 31, 2017 and paid $54,988 thousand of dividends for the
year ended December 31, 2016.

Cash flows from operating activities

Cash flows from operating activities increased $29,206 thousand, from $121,169 thousand for the year ended December 31,
2016, to $150,375 thousand for the year ended December 31, 2017. The increase was due to a decrease in trade receivables of
$50,168 thousand, primarily related to our accounts receivable securitization program established in 2017, an increase in
accounts payable of $17,613 thousand, offset by an increase in inventories of $16,274 thousand.

Other payments increased $44,888 thousand, primarily related to an increase of $78,727 thousand of payments to our SPV
associated with the securitization program in 2017, offset by the $32,500 thousand settlement payment in 2016 in
connection with the litigation related to the Business Combination.

Income taxes paid increased $15,831 thousand while interest increased $9,662 thousand due to the debt instrument
established in February 2018.

Cash flows from investing activities

Cash flows from investing activities decreased $9,463 thousand from an outflow of $84,281 thousand for the year ended
December 31, 2016 to an outflow of $74,818 thousand for the year ended December 31, 2017, primarily due to $9,807
thousand of payments associated with investments in other non-current financial assets primarily related to contributions to
Blue Power, a party to the Company’s Solar joint venture with Aurinka in 2016 (compared to investments in other non-
current financial assets of $343 thousand in 2017). Capital expenditures for the year ended December 31, 2017 were $74,616
thousand compared to $71,119 thousand in 2016.

Cash flows from financing activities

Cash flows from financing activities decreased $163,314 thousand from an inflow of $49,917 thousand for the year ended
December 31, 2016 to an outflow of $113,397 thousand for the year ended December 31, 2017. This was primarily driven by
the issuance of Senior Notes with a $350,000 thousand principal, for which the proceeds were used primarily to repay
existing indebtedness, including borrowings to finance investments and certain credit facilities and other loans. This was
partly offset by a $54,988 thousand dividend payment to shareholders in 2016 (nil in 2017).

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Cash Flow Analysis — Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

The following table summarizes Ferroglobe’s primary sources (uses) of cash for the years ended December 31, 2016 and
2015:

Year ended December 31,

($ thousands) 2016 2015
Cash and cash equivalents at beginning of period 116,666 48,651
Cash flows from operating activities 121,169 145,449
Cash flows from investing activities (84,281) 17,966
Cash flows from financing activities 49,917 (87,593)
Exchange differences on cash and cash equivalents in foreign currencies (6,489) (7,807)
Cash and cash equivalents at end of period 196,982 116,666
Cash and cash equivalents at end of period from statement of financial position 196,931 116,666
Cash and cash equivalents at end of period included within assets and disposal groups
classified as held for sale 51 —

The following table sets forth the dividends paid by Ferroglobe for the years ended December 31, 2016, and 2015:

Year ended December 31,

($ thousands) 2016 2015
Cash dividends 54,988 21,479

Cash flows from operating activities

Cash flows from operating activities decreased by $24,281 thousand, from $145,449 thousand for the year ended
December 31, 2015, to $121,169 thousand for the year ended December 31, 2016. The decrease was due to a decrease in
inventories of $108,207 thousand, a decrease in trade receivables of $56,297 thousand and an increase in accounts payable
of $28,572 thousand as compared to the prior year period as a result of various working capital initiatives. This was offset by
the $32,500 thousand settlement payment in connection with the litigation related to the Business Combination that was
paid during the year ended December 31, 2016 and lower profits from operations as compared to the prior year period.

Cash flows from investing activities

Cash flows from investing activities decreased by $102,247 thousand from an inflow of $17,966 thousand for the year ended
December 31, 2015 to an outflow of $84,281 thousand for the year ended December 31, 2016. The decrease is primarily
attributable to a cash inflow of $77,709 thousand, which represents the cash and cash equivalents balance of Globe on the
date of the Business Combination in 2015. In addition, capital expenditures increased as a result of including the full
twelve months of Globe’s capital expenditure of $27,577 thousand during 2016, which was offset by an overall reduction in
capital expenditures on a pro-forma basis reflecting the market conditions during 2016.

Cash flows from financing activities

Cash flows from financing activities increased by $137,510 thousand from an outflow of $87,593 thousand for the year
ended December 31, 2015 to an inflow of $49,917 thousand for the year ended December 31, 2016. The increase is mainly
attributable to $118,945 thousand of net bank borrowings during the year ended December 31, 2016 compared to $55,390
thousand of net bank payments during the year ended December 31, 2015. The increase in net bank borrowings compared to
the prior year period was to meet liquidity needs as a result of lower profits from operations. This was partly offset by a
$33,509 thousand increase in cash dividends paid to shareholders during the year ended December 31, 2016.

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Capital resources

Ferroglobe’s core objective is to maintain a balanced and sustainable capital structure through the economic cycles of the
industries in which it has a presence, while keeping the cost of capital at competitive levels so as to fund Ferroglobe’s
growth. In addition to cash flows from continuing operations, the Company’s main sources of capital resources are its Senior
Notes with an aggregate principal value of $350,000 thousand and a multicurrency Amended Revolving Credit Facility with
an aggregate principal amount of $200,000 thousand.

Payments of dividends, distributions and advances by Ferroglobe’s subsidiaries will be contingent upon their earnings and
business considerations and may be limited by legal, regulatory and contractual restrictions. For instance, the repatriation of
dividends from Ferroglobe’s Venezuelan and Argentinean subsidiaries have been subject to certain restrictions and there is
no assurance that further restrictions will not be imposed. Additionally, Ferroglobe’s right to receive any assets of its
subsidiaries as an equity holder of such subsidiaries, upon their liquidation or reorganization, will be effectively
subordinated to the claims of such subsidiaries’ creditors, including trade creditors.

The Company’s debt instrument and multicurrency revolving credit facility contain certain financial covenants. Details and
description of Ferroglobe’s debt instrument and multicurrency revolving credit facility are described in Notes 16 and 18 of
the Consolidated Financial Statements.

C. Research and Development, Patents and Licenses, etc.

Ferroglobe focuses on continually developing its technology in an effort to improve its products and production processes.
Our FerroAtlántica division’s research and development division coordinates all the research and development activities
within Ferroglobe. Ferroglobe also has cooperation agreements in place with various universities and research institutes in
Spain, France and other countries around the world. For the years ended December 31, 2017, 2016 and 2015, Ferroglobe
spent $4.5 million, $6.2 million and $11.1 million, respectively, on research and development projects and activities.

For additional information see “Item 4.B.—Information on the Company—Business Overview—Research and Development
(R&D)”.

D. Trend Information

We discuss in Item 5.A. above and elsewhere in this annual report, trends, uncertainties, demands, commitments or events for
the year ended December 31, 2017 that we believe are reasonably likely to have a material adverse effect on our revenues,
income, profitability, liquidity or capital resources or to cause the disclosed financial information not to be necessarily
indicative of future operating results or financial conditions.

E. Off-Balance Sheet Arrangements

We do not have any outstanding off-balance sheet arrangements.

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F. Tabular Disclosure of Contractual Obligations

The following table sets forth Ferroglobe’s contractual obligations and commercial commitments with definitive payment
terms that will require significant cash outlays in the future, as of December 31, 2017.

Payments Due by Period

Less More
than than
($ thousands) Total 1 year 1 - 3 years 3 - 5 years 5 years
Long‑term debt obligations 497,657 32,813 65,625 399,219 —
Capital expenditures 5,533 5,533 — — —
Finance leases 82,633 12,920 27,910 41,803 —
Power purchase commitments(1) 22,415 22,415 — — —
Purchase obligations(2) 28,467 28,076 181 210 —
Operating lease obligations 12,707 2,361 3,765 2,792 3,789
Total 649,412 104,118 97,481 444,024 3,789

(1) Represents minimum charges that are enforceable and legally binding, and do not represent total anticipated purchases.
Minimum charges requirements expire after providing one year notice of contract cancellation.
(2) The Company has outstanding purchase obligations with suppliers for raw materials in the normal course of business.
The disclosed purchase obligation amount represents commitments to suppliers that are enforceable and legally binding
and do not represent total anticipated purchases of raw materials in the future.

The table above also excludes certain other obligations reflected in our consolidated balance sheet, including estimated
funding for pension obligations, for which the timing of payments may vary based on changes in the fair value of pension
plan assets and actuarial assumptions. We expect to contribute approximately $1,119 thousand to our pension plans for
the year ended December 31, 2018.

G. Safe Harbor

This annual report contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act and
Section 21E of the U.S. Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See
“Cautionary Statements Regarding Forward-Looking Statements.”

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors, Senior Management and Employees

The following table lists each of our executive officers and directors, their respective ages and positions as of the date of this
annual report and their respective dates of appointment. The business address of all our directors and senior

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management is our business address as set forth in “Item 4.A.—Information on the Company—History and Development of
the Company.”

Name Age Position Date of appointment

Javier López Madrid 53 Director and Executive Chairman February 5, 2015
Pedro Larrea Paguaga 54 Director and Chief Executive Officer June 28, 2017
Joseph Ragan 56 Chief Financial Officer and Principal Accounting Officer December 23, 2015
José María Alapont 67 Director January 24, 2018
Donald G. Barger, Jr. 75 Director December 23, 2015
Bruce L. Crockett 74 Director December 23, 2015
Stuart E. Eizenstat 75 Director December 23, 2015
Manuel Garrido y Ruano 52 Director May 30, 2017
Greger Hamilton 51 Director December 23, 2015
Javier Monzón 62 Director December 23, 2015
Pierre Vareille 60 Director October 26, 2017
Juan Villar‑Mir de Fuentes 56 Director December 23, 2015

Other than employment agreements between Ferroglobe and each of Javier López Madrid, Pedro Larrea Paguaga and Joseph
Ragan, there are no service contracts between the officers and directors listed in the table above, on the one hand, and us or
any of our subsidiaries on the other, providing for benefits upon termination of employment.

There are no family relationships between our executive officers and directors, except that Javier López Madrid is married to
the sister of Juan Villar-Mir de Fuentes.

Set forth below is a brief biography of each of our executive officers and directors.

Javier López Madrid

Roles at Ferroglobe: · Executive Chairman (from December 31, 2016);

· Chairman of Nominations Committee (from January 1, 2018);
· Executive Vice-Chairman (from December 23, 2015 to December 31, 2016);
· Director (from February 5, 2015).
Other appointments: · Chief Executive Officer of Grupo VM (from 2008);
· Member of the World Economic Forum, Group of Fifty;
· Member of the board of directors of Fundación Juan Miguel Villar Mir and
various institutions, including Patronato Fundacion Principe Asturias and
Fundacion Codespa.
Experience: · Founder and largest shareholder of Financiera Siacapital;
· Founder of Tressis, Spain’s largest independent private bank.
Qualifications and awards: · Master in Law and Business from ICADE University.

Pedro Larrea Paguaga

Roles at Ferroglobe: · Chief Executive Officer (from December 23, 2015);

· Director (from June 28, 2017).

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Experience: · Chairman and CEO of FerroAtlántica (from 2012 to 2015);

· Chief Executive Officer of FerroAtlántica (from 2011 to 2015);
· Various executive roles at Endesa, the biggest power company in Spain and
Latin America, including as Chairman and CEO of Endesa Latinoamérica, with
total revenues above €8 billion and EBITDA above €3 billion (from 1996 to
2009);
· Board director of Enersis (2007 to 2009) and Endesa Chile (1999 to 2002 and
2006 to 2007), both public Chilean companies listed on the NYSE;
· Management consulting roles with PwC (2010 to 2011), where he led the
energy sector practice in Spain, and McKinsey & Company in Spain, Latin
America and the United States (1989 to 1995).
Qualifications and awards: · Mining Engineering degree (MSc equivalent) from Universidad Politécnica de
Madrid (graduated with honors);
· MBA from INSEAD (awarded the Henry Ford II award for academic excellence).

Joseph Ragan

Roles at Ferroglobe: · Chief Financial Officer and Principal Accounting Officer (from December 23,
2015).
Experience: · Chief Financial Officer at Globe (from May 2013 to December 23, 2015);
· Chief Financial Officer for Boart Longyear, the world’s largest drilling services
contractor for the global mining sector, operating in more than 40 countries and
selling its products in nearly 100 countries (from 2008 to 2013);
· Prior to 2008, Chief Financial Officer for the GTSI Corporation, a leading
technology solutions provider for the public sector listed on NASDAQ and
various international and domestic finance positions for PSEG, The AES
Corporation, and Deloitte and Touche.
Qualifications and awards: · Bachelor of Science in Accounting from The University of the State of New
York;
· Master’s degree in Accounting from George Mason University;
· Certified Public Accountant in the Commonwealth of Virginia for over
25 years.

José María Alapont

Roles at Ferroglobe: · Non-executive director (from January 24, 2018).

Other appointments: · Member of the board of Ashok Leyland Ltd (from 2017);
· Board director of Navistar Inc. (from 2016) where he is also Chair of the
Nomination and Governance Committee and a member of the Finance
Committee (from 2018);
· Member of the board of Hinduja Investments and Project Services Ltd (from
2016);
· Board director of Hinduja Automotive Ltd (from 2014).

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Experience: · President and Chief Executive Officer of Federal-Mogul Corporation, the

automotive powertrain and safety components supplier (from March 2005 to
2012), Chairman of its Board (from 2005 to 2007) and board director (from
2005 to 2013);
· Chief Executive and a board director of Fiat Iveco, S.p.A., a leading global
manufacturer of commercial trucks and other specialised vehicles (from 2003
to 2005);
· Executive, Vice President and President positions for more than 30 years at
other leading global vehicle manufacturers and suppliers such as Ford Motor
Company, Delphi Corporation and Valeo S.A (prior to 2003);
· Member of the Board of Directors of the Manitowoc Company Inc. (from 2016
to 2018);
· Member of the Board of Directors of Mentor Graphics Corp. (from 2011 to
2012);
· Member of the Davos World Economic Forum from 2000 to 2011.
Qualifications and awards: · Industrial Engineering degree from the Technical School of Valencia;
· Philology degree from the University of Valencia in Spain.

Donald G. Barger Jr.

Roles at Ferroglobe: · Chairman of the Compensation Committee and a member of Nominations

Committee (from January 1, 2018);
· Non-executive director (from December 23, 2015);
· Chair of the Nominating and Corporate Governance Committee and member of
the Compensation Committee (from December 23, 2015 to December 31,
2017).
Experience: · Member of the Globe board of directors from December 2008 until the closing
of the Business Combination and Chairman of Globe’s audit and
compensation committees;
· Successful 36‑year business career in manufacturing and services companies,
including:
o Vice President and Chief Financial Officer of YRC Worldwide Inc.
(formerly Yellow Roadway Corporation), one of the world’s largest
transportation service providers (from 2000 to 2007) and advisor to the
CEO until his retirement (2007 to 2008);
o Vice President and Chief Financial Officer of Hillenbrand Industries, a
provider of services and products for the health care and funeral services
industries (from 1998 to 2000);
o Vice President of Finance and Chief Financial Officer of Worthington
Industries, Inc., a diversified steel processor (from 1993 to 1998);
o Director of the board of Gardner Denver, Inc. and a member of its audit
committee for his entire 19‑year tenure until the company’s sale in
July 2013, He served as chair of the committee for 17 of those years;
o Served on the board of directors of Quanex Building Products Corporation
for sixteen years, retiring in February 2012. He served on its audit
committee for 14 years and was its chair for most of that time;
· Considered a “financial expert” for SEC purposes on all the public company
boards on which he has served.
Qualifications and awards: · B.S. degree from the U.S. Naval Academy
· MBA from the University of Pennsylvania.

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Bruce L. Crockett

Roles at Ferroglobe: · Member of the Compensation Committee (from January 1, 2018);

· Non-executive director and member of the Audit Committee (from
December 23, 2015).
Other appointments: · Chairman of the Invesco Mutual Funds Group Board of Directors and a member
of its audit, investment and governance committees (from 1991 in the case of
the board; 2003 as chairman; and on the board of predecessor companies from
1978);
· Director of the board (from 2013) and audit committee chair of ALPS
Property & Casualty Insurance Company (from 2014);
· Chairman of Crockett Technologies Associates (from 1996) and a private
investor;
· Life trustee of the University of Rochester.
Experience: · Member of Globe’s board of directors from April 2014 until the closing of the
Business Combination and was a member of Globe’s audit committee;
· President and Chief Executive Officer of COMSAT Corporation (from 1992
until 1996) and President and Chief Operating Officer (from 1991 to 1992).
Held various other operational and financial positions at COMSAT from 1980,
including Vice President and Chief Financial Officer;
· Board director of Ace Limited (from 1995 until 2012);
· Board director of Captaris, Inc. (from 2001 until its acquisition in 2008) and
chairman (from 2003 to 2008).
Qualifications and awards: · A.B. degree from the University of Rochester;
· B.S. degree from the University of Maryland;
· MBA from Columbia University;
· Honorary Doctor of Law degree from the University of Maryland.

Stuart E. Eizenstat

Roles at Ferroglobe: · Member of the Corporate Governance Committee (from January 1, 2018);
· Non-executive director (from December 23, 2015).
Other appointments: · Senior Counsel of Covington & Burling LLP in Washington, D.C. and head of
its international practice (from 2001);
· Member of the advisory boards of GML Ltd. (from 2003) and of the Office of
Cherifien de Phosphates (from 2010);
· Trustee of BlackRock Funds (from 2001).

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Experience: · Member of Globe’s board of directors from 2008 until the closing of the
Business Combination and Chair of the Nominating Committee;
· Member of the board of directors of Alcatel‑Lucent (from 2008 to 2016);
· Member of the board of directors of United Parcel Service (from 2005 to 2015);
· Special Adviser to Secretary of State Kerry on Holocaust‑Era Issues (from 2009
to 2017);
· Special Representative of the President and Secretary of State on Holocaust
Issues during the Clinton Administration (from 1993 to 2001);
· Deputy Secretary of the United States Department of the Treasury (from
July 1999 to January 2001);
· Under Secretary of State for Economic, Business and Agricultural Affairs (from
1997 to 1999);
· Under Secretary of Commerce for International Trade (from 1996 to 1997);
· U.S. Ambassador to the European Union (from 1993 to 1996);
· Chief Domestic Policy Advisor in the White House to President Carter (from
1977 to 1981);
· Author of “Imperfect Justice: Looted Assets, Slave Labor, and the Unfinished
Business of World War II”; “The Future of the Jews: How Global Forces are
Impacting the Jewish People, Israel, and its Relationship with the United
States” and “President Carter: The White House Years”.
Qualifications and awards: · B.A. in Political Science, cum laude and Phi Beta Kappa, from the University of
North Carolina at Chapel Hill;
· J.D. from Harvard Law School;
· Eight honorary doctorate degrees and awards from the United States, French,
German, Austrian, Belgian and Israeli governments

Manuel Garrido y Ruano

Roles at Ferroglobe: · Member of the Corporate Governance Committee (from January 1, 2018);
· Member of the Nominating and Corporate Governance Committee (from May
30, 2017 to December 31, 2017);
· Non-executive director (from May 30, 2017).
Other appointments: · Chief Financial Officer of Grupo Villar Mir since 2003 and member of the board
or on the steering committee of a number of its subsidiaries in the energy,
financial, construction and real estate sectors;
· Professor of Communication and Leadership of the Graduate Management
Program at CUNEF in Spain.
Experience: · Member of the steering committee of FerroAtlántica until 2015, having
previously served as its Chief Financial Officer (from 1996 to 2003);
· Worked with McKinsey & Company from 1991 to 1996, specializing in
restructuring, business development and turnaround and cost efficiency projects
globally.
Qualifications and awards: · Masters of Civil Engineering with honors from the Universidad Politecnica de
Madrid;
· MBA from INSEAD.

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Greger Hamilton

Roles at Ferroglobe: · Chairman of the Audit Committee (from December 23, 2015);
· Member of the Corporate Governance Committee (from January 1, 2018);
· Member of the Compensation Committee (from December 23, 2015 to
December 31, 2017);
· Non-executive director (from December 23, 2015).
Other appointments: · Managing Partner of Ovington Financial Partners Ltd (from 2009);
· Cofounder and director of the BrainHealth Club (from 2016).
Experience: · Partner at European Resolution Capital Partners, where he assisted in the
restructuring of international banks in 16 countries (from 2009 to 2014);
· Managing Director at Goldman Sachs International (1997 to 2008);
· He began his career at McKinsey and Company, where he worked from 1990 to
1997.
Qualifications and awards: · B.A. in Business Economics and International Commerce from Brown
University.

Javier Monzón

Roles at Ferroglobe: · Senior Independent Director, a member of the Nominations Committee and
Chairman of the Corporate Governance Committee (from January 1, 2018);
· Chairman of the Compensation Committee and member of the Audit Committee
(from December 23, 2015 to December 31, 2017);
· Non-executive director (from December 23, 2015).
Other appointments: · Member of the Board of Directors of Promotora de Informaciones SA (PRISA)
(from November 2017), Vice Chairman of the board (from February 2018) and
Senior Independent Director (from April 2018). Also, chairman of the
nominations, compensation and corporate governance committees;
· Member of the board of directors of Santander Espana (from June 2015) and
senior advisor to the Group Executive Chairman;
· Member of the board of directors of 4IQ (from April 2017);
· Board member of ACS Servicios y Concesiones, S.A. (from 2004).
Experience: · Chairman and CEO of Indra Sistemas, S.A. (from 1992 until 2015);
· Member of the supervisory board of Lagardere (from 2008 to 2017);
· Member of the board of ACS (from 2004 to 2017);
· Partner at Arthur Andersen (from 1989 to 1990);
· Chief Financial Officer of Telefonica S.A. (from 1984 to 1987) and Executive
Vice President and Chairman of Telefonica International, S.A. (from 1987 to
1989);
· He began his career at Cajamadrid, where he was a Corporate Banking Director.

Not-for profit activities include:

· Chairman of the executive committee of Fundación CYD (Knowledge and
Development Foundation) (from 2003);
· Member of the board of Endeavor Spain, and of the international advisory
council of Brookings (both from 2014);
· Vice chairman of the American Chamber of Commerce in Spain (from
March 2010 until January 2015);
· Vice chairman of the board of Carlos III University (until 2017).

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Qualifications and awards: · Degree in Economics from Universidad Complutense de Madrid.

Pierre Vareille

Roles at Ferroglobe: · Member of the Audit and Compensation Committees (from January 1, 2018);
· Non-executive director (from October 26, 2017).
Other appointments: · Lead independent director of the board and Vice Chairman and member of the
audit committee of Societe BIC SA (from 2009);
· Board director and member of the remuneration and selection committee of
Etex SA (from 2017);
· Board director and member of the audit committee of Verallia (from 2015);
· Board director and member of the remuneration committee of Outokumpu Oyj
(from 2018);
· Founder and Co-Chairman of the Vareille Foundation (from 2014).
Experience: · Chief Executive Officer of Constellium NV (from 2012 to 2016);
· Chairman and Chief Executive Officer of FCI SA (from 2008 to 2012);
· Group Chief Executive of Wagon PLC (from 2004 to 2007);
· Extensive experience in the metals and manufacturing sectors and in the
management of global industrial companies.
Qualifications and awards: · Graduate of the Ecole Centrale de Paris, the French engineering school;
· Degree in Economics and Finance from the Sorbonne University, Paris, France.

Juan Villar‑Mir de Fuentes

Roles at Ferroglobe: · Non-executive director (from December 23, 2015).

Other appointments: · Vice Chairman of Grupo Villar Mir, S.A.U. (from 1999);
· Vice Chairman and CEO of Inmobiliaria Espacio, S.A.;
· Member of the board of directors of Obrascón Huarte Lain, S.A. (from 1996) and
Chairman (from 2016).
Experience: · Board director and member of the audit committee of Inmobiliaria Colonial, S.A
(from June 2014 to May 2017).
Qualifications and awards: · Bachelor’s Degree in Business Administration and Economics and Business
Management.

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B. Compensation

Compensation of executive officers and directors

The table below sets out the remuneration earned by our directors during the year ended December 31, 2017:

Long - Term
($ thousands) Salary & Fees Benefits Pension Annual Bonus Incentives Total
Executive Directors
Javier López Madrid 715,163 311,173 143,033 715,163 1,916,925 3,801,457
Pedro Larrea Paguaga(1) 612,077 281,283 122,415 612,077 1,426,625 3,054,477
Non-Executive Directors
José María Alapont(2) — — — — — —
Donald G. Barger, Jr. 159,140 18,040 — — — 177,180
Bruce L. Crockett 135,301 17,500 — — — 152,801
Stuart E. Eizenstat 119,194 13,530 — — — 132,724
Tomas Garcia Madrid(3) 52,831 — — — — 52,831
Manuel Garrido y Ruano(4) 70,013 8,376 — — — 78,389
Greger Hamilton 159,784 4,510 — — — 164,294
Javier Monzón 174,889 14,174 — — — 189,063
Pierre Vareille(5) 18,219 1,933 — — — 20,152
Juan Villar-Mir de Fuentes 98,577 8,376 — — — 106,953

The compensation disclosed in respect of Mr. Larrea Paguaga includes compensation he received as CEO prior to his
appointment to the Board on June 28, 2017.
2 Mr. Alapont was appointed to the Board on January 24, 2018.
3 Mr Garcia Madrid retired from the Board on May 30, 2017.
4 Mr. Garrido y Ruano was appointed to the Board on May 30, 2017.
5 Mr. Vareille was appointed to the Board on October 26, 2017.

Javier López Madrid holds 68,541 options and Pedro Larrea Paguaga holds 51,010 options (at target performance in each
case) granted on November 24, 2016. On June 1, 2017 Javier Lopez Madrid was granted 154,703 options and Pedro Larrea
Paguaga was granted 115,134 options (at target performance in each case). Maximum opportunity for each award is 200% of
target. The value reflected in the table above is for the number of shares vesting at target (100% of grant) at the fair value at
the date of grant of $12.39, as disclosed in Note 21 to the financial statements for the June 1, 2017 grant. All of these options
were granted under the rules of the Company’s Equity Incentive Plan 2016, are over ordinary shares in the capital of the
Company and have a strike price of nil. The options vest and become exercisable three years from the date of grant, to the
extent that performance conditions are satisfied and subject to continued service with the Company, remain exercisable until
the tenth anniversary of their grant date.

Remuneration policy

In June 2016, our shareholders approved the remuneration policy applicable to executive directors and non-executive
directors of the Company as set out in the directors’ remuneration report within our U.K. annual report for the year ended
December 31, 2015 (the “Policy”), as required by the UK Companies Act 2006 and the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment) Regulations 2013. The Policy was approved on June 29, 2016 and applied
with effect from January 1, 2016.

The overall aim of our remuneration strategy is to provide appropriate incentives that reflect our high-performance culture
and values to maximize returns for our shareholders. In summary, we aim to:

· attract, retain and motivate high-caliber, high-performing employees;

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· encourage strong performance and engagement, both in the short and the long term, to enable us to achieve our
strategic objectives;

· structure the total remuneration package so that a very significant proportion is linked to performance conditions
measured over both the short-term and longer term;

· set fixed pay levels at or around market norms to allow for a greater proportion of total remuneration opportunity to
be in variable pay; and

· create strong alignment between the interests of shareholders and executives through both the use of equity in
variable incentive plans and the setting of shareholding guidelines for directors.

Consistent with this remuneration strategy, in relation to the Company’s executive directors, the Policy provides, in
summary, that:

· executive director salaries are set at a rate commensurate with the individual’s role, responsibilities and experience,
having regard to broader market rates. Salaries are reviewed annually, when Company performance, individual
performance, changes in responsibility, levels of increase for the broader employee population and market salary
levels will be taken into account. No maximum salary is set under the Policy;

· executive directors may receive a cash allowance in lieu of contribution to a pension, up to a maximum of 20% of
base salary per annum, which may include contributions to a U.S. tax-qualified defined contribution 401(k) plan;

· executive directors may receive other market competitive benefits such as medical cover, life assurance and income
protection insurance and, where appropriate, relocation allowances (with the Compensation Committee to review
relocation allowances annually);

· executive directors are provided with directors’ and officers’ liability insurance and an indemnity to the fullest
extent permitted by the UK Companies Act 2006;

· executive directors are eligible for an annual bonus, which normally has a maximum bonus opportunity of 200% of
annual base salary but could have a maximum bonus opportunity of up to 500% of annual base salary in
exceptional circumstances. No more than 25% of the maximum bonus payable for each performance condition will
be payable for threshold performance. Any bonus award will be subject to the achievement of quantitative and
qualitative performance conditions as determined by the Compensation Committee each year (at least two-thirds of
the bonus will be based on financial metrics with the balance based on non-financial metrics). Normally any bonus
earned in excess of the target amount will be deferred for three years into shares in the Company and the executive
director may be granted an additional long-term incentive award of equal value (at maximum) to the amount of
annual bonus deferred. Recovery and recoupment provisions apply to all bonus awards for misstatement, error or
gross misconduct;

· executive directors are eligible to be granted an award under the Company’s long‑term incentive plan, at the
discretion of the Compensation Committee. Any awards granted would normally vest three years after the date of
grant and may, at the Compensation Committee’s discretion, be subject to the achievement of performance targets.
Under the Policy at least two-thirds of the total long-term incentive awards granted to an executive director in any
financial year will be awards where the vesting is subject to achievement of performance targets. Considering
feedback and best practice, the Committee has decided all future awards for Executive Directors will be subject to
performance conditions. If an award is granted, the annual target award limit will not normally be higher than 300%
of salary (save that, in recruitment, appointment and retention situations, it could be up to 500% of salary) and
maximum vesting is normally 200% of target (both measures based on the face value of shares at the date of grant).
Recovery and recoupment provisions apply to all long-term incentive awards for misstatement, error or gross
misconduct;

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· for 2016, reflecting the special nature of the challenges following the Business Combination, the Compensation
Committee rebalanced the size of annual bonus and long-term incentive awards to give greater focus to the shorter
term priorities of integrating the business. This was a one off arrangement and in 2017, the longer-term opportunity
was greater than the short term;

· the Company has share ownership guidelines in place under which it recommends that executive directors hold a
number of shares in the Company equivalent to 200% of base salary; and

· when determining the remuneration package for a new executive director, the Compensation Committee expects to
apply the Policy set out above but may, in some circumstances, need to take account of other relevant factors, such
as that individual’s existing employment and/or their personal circumstances.

The Company’s executive directors are Mr. López Madrid, who serves as Executive Chairman and Director, and receives a
base salary of £555 thousand per annum, and Mr. Larrea Paguaga, who serves as Chief Executive Officer and Director, and
receives a base salary of £475 thousand per annum. The salaries of Mr. López Madrid and Mr. Larrea Paguaga remained
unchanged following their appointments as Executive Chairman and Director, respectively.

In relation to the Company’s non-executive directors, the Policy provides, in summary, that:

· Non-executive directors are paid a basic fee. Supplementary fees are paid for additional responsibilities and
activities such as membership of a main Board committee or assuming chairmanship of a committee. Travel fees may
be paid to reflect additional time incurred in travelling to meetings.

· Currently, non‑executive directors receive a base fee of £70 thousand per annum, with supplemental fees being
payable if that non‑executive director is also the senior independent director (£35 thousand per annum), a member
of the Audit Committee (£17,500 per annum), a member of the Compensation Committee (£15,500 per annum), a
member of the Corporate Governance Committee (£12 thousand per annum) or a Committee Chairman (two times
membership fee). Non‑executive directors receive a travel fee of either £3,500 (for intercontinental travel) or £1,500
(for continental travel) per meeting. Members of the Nominations Committee receive a fee of £1,500 for each
meeting, with a maximum set at £10 thousand per annum. Where the Chair of the Nominations Committee is also an
executive director he or she is paid no fee for their chairmanship. Non‑executive director fee levels are reviewed
periodically, with reference to time commitment, knowledge, experience and responsibilities of the role as well as
market levels in comparable companies both in terms of size and sector. No maximum fee level or prescribed annual
increase is set under the Policy;

· reasonable expenses incurred by the non-executive directors in carrying out their duties may be reimbursed by the
Company including any personal tax payable by the non-executive director as a result of reimbursement of those
expenses. The Company may also pay an allowance in lieu of expenses if it deems this appropriate;

· non-executive directors are provided with directors’ and officers’ liability insurance and an indemnity to the fullest
extent permitted by the UK Companies Act 2006; and

· to provide alignment with shareholders, non-executive directors have voluntarily agreed to build and retain a
shareholding worth twice their annual fees.

C. Board Practices

Board composition and election of directors

As of the date of this annual report, our Board of Directors consists of eleven directors, of whom two are executive directors
and nine are non-executive directors. The maximum and minimum number of directors is eleven and two respectively.
Subject to the approval of the Nominations Committee, the Chief Executive Officer is nominated as a director by the

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Board. Of the directors, three are Grupo VM nominees, namely Javier López Madrid, Manuel Garrido y Ruano and Juan
Villar Mir. The remaining non-executive directors are independent.

All directors will stand for election (in the case of the three new appointees) or re-election at the Company’s annual general
meeting on June 28, 2018. Any director not so elected or re-elected will stand down. Prior to December 31, 2019, the Board
may not remove the Executive Chairman from office and no new executive directors may be appointed without the approval
of a majority of Grupo VM nominees and a majority of independent directors.

Director independence

Under the Articles of Association, as in effect since October 26, 2017, a director is considered independent if he or she is
“independent” as defined in the NASDAQ rules and, while Grupo VM and its Affiliates own 10% or more of the Company’s
shares, is independent from Grupo VM and its Affiliates. The Board reviewed the independence of its then directors in
December 2015 and concluded that each of Messrs. Barger, Crockett, Eizenstat, Hamilton and Monzón met the independence
requirements of the NASDAQ rules. Messrs. Madrid, Garrido y Ruano and Villar Mir are GVM Nominees and are not
considered to be independent. The independence of Messrs. Vareille and Alapont was confirmed by the Nominations
Committee prior to their recommendation to the Board for appointment.

Certain approvals of the board of directors

Pursuant to the Articles of Association, as in effect since October 26, 2017, the approval of certain matters by our Board of
Directors requires the approval of more than a simple majority of directors present.

So long as Grupo VM or its Affiliates owns 10% or more of our outstanding shares, any transaction, agreement or
arrangement between Grupo VM or any of its Affiliates or Connected Persons (as defined in the articles of association) and
the Company or any of its Affiliates (or any amendment, waiver or repeal of any such transaction, agreement or arrangement)
requires the approval of a majority of independent, non-conflicted directors.

Prior to December 31, 2019 the Board may not remove the Executive Chairman from office (other than for cause) and no new
executive directors may be appointed without the approval of a majority of GVM Nominees and a majority of independent
directors.

Committees of the board of directors

During the year ended December 31, 2017, our Board of Directors had three standing committees: an Audit Committee, a
Compensation Committee and a Nominating and Corporate Governance Committee. On October 26, 2017, the Company’s
shareholders approved the adoption of the Articles. Under the Articles, the Company constituted a new Nominations
Committee and the functions of the Nominating and Corporate Governance Committees were split between the new
Nominations and Corporate Governance Committees of the Board with effect from January 1, 2018.

Audit committee

During the year ended December 31, 2017, our Audit Committee consisted of three directors: Messrs. Crockett, Hamilton (as
Chair) and Monzón. Since January 1, 2018, the Committee members are Messrs. Hamilton, Crockett and
Vareille. Mr. Hamilton serves as its Chairman and meets the requirements as an “audit committee financial expert” under the
rules of the SEC and qualifies as a financially sophisticated audit committee member as required by the NASDAQ
rules relating to audit committees. Our Board has determined that each of these directors satisfies the enhanced independence
requirements for audit committee members required by Rule 10A‑3 under the U.S. Exchange Act, and is financially literate as
that phrase is used in the additional audit committee requirements of the NASDAQ rules.

Our Audit Committee has responsibility to: (1) oversee our accounting and financial reporting processes and the audits of our
financial statements; (2) monitor and make recommendations to the Board regarding the auditing and integrity of our
consolidated financial statements; (3) be directly responsible for the qualification, selection, retention, independence,

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performance and compensation of our independent auditors, including resolution of disagreements between management and
the auditors regarding financial reporting, for the purpose of preparing or issuing an audit report or performing other audit,
review or attest services for us, and have the auditors report directly to the Committee; and (4) provide oversight in respect of
our internal audit and accounting and financial reporting processes. The Audit Committee meets at least four times a year.
Additional meetings may occur as the Audit Committee or its chair deem advisable.

Compensation committee

During the year ended December 31, 2017 our Compensation Committee consisted of three directors: Messrs. Barger,
Hamilton and Monzón (as Chair). Since January 1, 2018, the Committee members are Messrs. Barger, Crockett and
Vareille. Mr. Barger serves as its Chairman. Our Board has determined that each of these directors meets the heightened
independence requirements of compensation committee members under SEC rules.

Our Compensation Committee has responsibility to: (1) evaluate and approve the compensation of our directors, executive
officers and key employees; (2) oversee directly or indirectly all compensation programs involving the use of our stock;
(3) produce a report annually on executive compensation for inclusion in our proxy statement for our annual meeting of
shareholders; (4) produce a report annually in compliance with remuneration reporting requirements (i.e., a directors’
remuneration report), in each case in accordance with applicable rules and regulations; and (5) produce, review on an
ongoing basis and update as needed, a directors’ remuneration policy. The Compensation Committee meets with such
frequency, and at such times, and places and whether in person or electronically/telephonically as it determines is necessary
to carry out its duties and responsibilities, but shall meet at least four times annually.

Nominations Committee

Our Nominations Committee consists of three directors: Messrs. Javier López Madrid (as Chair), Donald Barger Jr. and Javier
Monzón.

Our Nominations Committee has responsibility to review and provide guidance to the Board about the composition of the
board as follows: (a) subject to the provisions of the Articles of Association where a different arrangement may be prescribed,
identifying and recommending to the Board for nomination individuals qualified to become Board members, consistent with
qualification standards and other criteria approved by the Board for selecting directors; (b) reviewing and providing
guidance on the independence of nominees, consistent with applicable laws, NASDAQ requirements and the Articles of
Association, and monitoring and ensuring that independent non-executive directors continue to meet these applicable
independence requirements; and (c) reviewing and providing guidance on other nominating issues that the Board desires to
have reviewed by the Committee.

Corporate Governance Committee

Our Corporate Governance Committee consists of four directors: Messrs. Stuart Eizenstat, Manuel Garrido y Ruano, Greger
Hamilton and Javier Monzón (as Chair).

Our Corporate Governance Committee has responsibility to review and provide guidance to the Board and respond to the
Board’s requests about governance related matters including: (a) reviewing and providing guidance on the organization of
the Board and its committee structure; (b) reviewing and providing guidance on the self-evaluation procedures of the Board
and its committees; (c) reviewing and providing guidance on a conflicts register; (d) reviewing and providing guidance on
the Company’s code of conduct; (e) reviewing and providing guidance on the Company’s insider trading policy; (f)
reviewing and providing guidance on proposed changes to the Articles; and (g) considering succession planning, taking into
account the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future,
recommending to the Board plans for succession for both executive and non-executive directors.

Board policy

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We have adopted a Board policy which provides certain practical principles relating to (i) the functioning of the Board; and
(ii) the principles under which we will undertake our core management and overall supervision tasks from our London
headquarters (the “Board Policy”). Following the Business Combination, and as set out in the Board Policy, we intend to
provide management and other services (including, but not limited to, administration, financial, commercial and technical
services) to Globe, FerroAtlántica and any other subsidiaries from time to time.

D. Employees

As of December 31, 2017, 2016 and 2015, on a consolidated basis, the number of employees was 3,775, 4,018 and 4,543,
respectively, excluding temporary employees. We believe our relations with our employees are good and we have not
experienced any significant labor disputes or work stoppages.

The following tables show the number of our full-time employees as of December 31, 2017, 2016 and 2015 on a consolidated
basis broken down based on business segment and geographical location:

2017 2016 2015

North America 1,146 963 1,063
Spain 900 880 873
France 1,040 1,025 1,017
South Africa 486 718 776
Rest of the world 203 432 814
Total number of employees 3,775 4,018 4,543

A majority of employees are affiliated with labor unions and collective bargaining agreements have been entered into in
Spain, France, South Africa, the United States and Venezuela. We have experienced union activity and strikes in the past. For
example, in 2014, there was a strike at our South African subsidiary that reduced production for seven days. Additionally, we
have also experienced employee strikes in France from time to time. In 2017, there were two one-day strikes at one of our
Spanish plants (Cee) without any significant impact on production volume. See “Item 3.D.—Key Information—Risk Factors
—We are subject to the risk of union disputes and work stoppages at our facilities, which could have a material adverse effect
on our business.”

In Spain, employees at our Cee, Boo, Monzón, Sabón and Madrid facilities work under site-particular collective bargaining
agreements that expired on December 31, 2015. Mine employees in Spain work under union contracts. Two of our
companies operate in Spain: Cuarzos Industriales S.A.U., whose collective bargaining agreement expired on December 31,
2016, and Rocas, Arcillas y Minerales S.A. whose agreement expired on December 31, 2015. Until new collective bargaining
agreements are agreed for the facilities and the mines, the expired agreements remain effective, except for those provisions
which explicitly are only valid during the period between the start and the expiry date. For example, the provisions relating
to salary increases are no longer effective beyond the expiry dates (i.e., most of the staff have not received any salary
increases after the expiry date of the site bargaining collective agreement applicable to them). Our research and development
employees based in Sabón and employed by FerroAtlántica I + D have no specific collective bargaining agreement, being
governed by that in force for the rest of the Sabón plant.

To improve the structure of our labor relations, a national collective agreement (“NCA”) was entered into in Spain on
February 2, 2018 with four out of the five trade unions representing over 70% of our workforce there. This NCA regulates
matters such as wage increases, annual working time, professional training, gender equality and disciplinary action and will
be rolled out at Cee, Boo, Monzón, Sabón and Madrid and the mines in Spain, where it will operate in conjunction with the
relevant site-specific collective bargaining agreement. The future salary increases set out in the NCA will come into effect on
execution of the relevant site-specific agreement and be applied retroactively from January 1, 2018. The Sabón site entered
into a new site-particular agreement on March 20, 2018 and the other sites have made good progress in their negotiations,
with preliminary agreement reached at the mines and in relation to the center of Boo during March 2018.

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The collective bargaining agreement for Silicio Ferrosolar expired on December 31, 2017, and, as of the date of this report,
the negotiations to renew it have not yet started.

In France, all employees at FerroPem, S.A.S. plants at Anglefort, Chateau‑Feuiillet, Les Clavaux, Laudun, Montricher, and
Pierrefitte and the Chambéry offices are covered by the French national Collective Chemistry Agreement. This agreement has
no expiration date. The d’accord intéressement, which is an employee incentive bonus scheme whereby an incentive bonus is
distributed according to a profit‑sharing formula defined in the agreement, was signed on June 7, 2016 and the accord de
participation, which is a compulsory profit‑sharing agreement under French law, was signed on December 13, 2017.

Employees at Ferroglobe Manganèse France are also covered by the French national Collective Chemistry Agreement. An
accord d’intéressement had been signed at the beginning of 2015 and covered the three years from January 1, 2016. A similar
agreement for the years 2018 to 2020 has been negotiated and was concluded with the trade union representatives in March
2018. Local employees also benefit from an individual bonus scheme and from the compulsory profit‑sharing agreement
(accord de participation) signed in 2004.

At Ferroglobe Mangan Norge AS (“FMN”), four trade union are represented among the employees. There is a collective
bargaining agreement in place with Industri Energi, the main trade union for operators, of which all operators except two
individuals are members. This agreement is due for renegotiation in May 2018 and negotiations are ongoing on this. The
remaining trade unions represented at FMN are Tekna (an engineers union), FLT (a supervisors union) and Handel & Kontor
(an office clerks union).

In South Africa, the hourly paid employees at Polokwane and Emalahleni work under a collective bargaining agreement
which will expire on June 30, 2018. Negotiations for the new agreement for both plants will commence in May 2018.

The collective bargaining agreement for Thaba Cheue Mining, also in South Africa, expired on March 30, 2018. A new
agreement is under negotiation.

Hourly employees at the Selma, Alabama facility are covered by a collective bargaining agreement with the Industrial
Division of the Communications Workers of America under a contract that expired on April 30, 2018. Hourly employees at
the Alloy, West Virginia, Niagara Falls, New York and Bridgeport, Alabama facilities are covered by collective bargaining
agreements with The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers
International Union under contracts running through March 20, 2022, July 31, 2018, and March 31, 2018, respectively.
Union employees in Argentina work under a contract running through April 30, 2018, the terms of which will remain in place
until the Argentine government ratifies a new agreement. Operations in Poland are not unionized. Union employees at the
Bécancour plant in Québec are covered by a Union Certification held by CEP, Local 184. The corresponding collective
bargaining agreement at the Bécancour facility runs through April 30, 2021, following negotiations completed in 2017.

In the People’s Republic of China (“PRC”), at our Yonvey plant, where operations were restarted in 2017, there is a labor
union committee, supervised by the local labor union and required by it to enter into annual agreements on matters such as
collective representation, collective salary negotiation and the protection of women’s rights. The collective salary agreement
in force at Yonvey will remain in effect until August 2018, when it is expected to be renewed. Labor dues at Yonvey have
been paid by reference to actual headcount at the site.

At our Mangshi facility in PRC, the collective agreement in force expired in March 2016 and has not been renewed as the
plant is not currently operative.

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E. Share Ownership

The following table and accompanying footnotes show information regarding the beneficial ownership of our shares as of
April 27, 2018 by:

· each named executive officer;

· each of our directors; and

· all executive officers and directors as a group.

Shares that may be acquired by an individual or group within 60 days of April 27, 2018, pursuant to the exercise of options,
are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Number of Shares Percentage of

Beneficially Owned Outstanding Shares
Directors and Executive Officers:
Javier López Madrid 30,000 *
Pedro Larrea Paguaga 25,000 *
Joseph Ragan 25,300 *
José María Alapont 15,000 *
Donald G. Barger, Jr.(1) 45,862 *
Bruce L. Crockett(2) 32,226 *
Stuart E. Eizenstat(3) 35,988 *
Manuel Garrido y Ruano 870 *
Greger Hamilton 5,425 *
Javier Monzón 19,400 *
Juan Villar‑Mir de Fuentes — —
Pierre Vareille 20,000 *
Directors and Executive Officers as a Group 255,071 *

* Less than one percent (1%).

(1) Includes 26,226 shares issuable upon exercise of options over ordinary shares within 60 days of April 27, 2018. The
strike price for these options is (i) $18.31 for 12,500 options granted on February 19, 2014 and expiring on February 19,
2019; (ii) $19.44 for 7,500 options granted on February 24, 2014 and expiring February 24, 2019; (iii) $20.54 for 5,000
options granted on March 6, 2014 and expiring on March 6, 2019; and (iv) $20.58 for 1,226 options granted on July 8,
2014 and expiring on July 8, 2019.
(2) Includes 26,226 shares issuable upon exercise of options over ordinary shares within 60 days of April 27, 2018. The
strike price for these options is $20.58 for 1,226 options granted on July 8, 2014 and expiring on July 8, 2019 and
$16.70 for 25,000 options granted on February 27, 2015 and expiring on February 27, 2020.
(3) Includes 26,226 shares issuable upon exercise of options over ordinary shares within 60 days of April 27, 2018. The
strike price for these options is $20.58 for 1,226 options granted on July 8, 2014 and expiring on July 8, 2019 and
$21.34 for 25,000 options granted on March 19, 2014 and expiring on March 19, 2019.

The options referred to in notes (1) to (3) above were issued under the Globe 2006 Employee, Director and Consultant Stock
Plan and were adopted by the Company under the Business Combination. In 2016, the Company adopted the Ferroglobe
PLC Equity Incentive Plan (EIP) under which awards may be made to selected employees of the Company. Awards under the
EIP have been made to members of senior management, including to Mr. López Madrid and Mr. Larrea Paguaga on the terms
set out in “– Compensation” above.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth certain information regarding beneficial ownership of shares by each stockholder known by us
to be the beneficial owner of more than 5% of our shares.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with
respect to the securities. Percentage of ownership is based on 171,976,731 shares outstanding on April 27, 2018.

Number of Shares Percentage of

Beneficially Owned Outstanding Shares
Grupo Villar Mir, S.A.U. 91,125,521 53.0 %

As reported on Schedule 13G, filed on February 19, 2016, Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C.
and Adage Capital Advisors, L.L.C. (together, the “Adage Entities”) beneficially owned 8,920,075 shares of the Company,
constituting 5.2% of the then outstanding shares. As reported on Schedule 13G/A, filed on February 9, 2017, the Adage
Entities beneficially owned 7,687,487 shares of the Company, constituting 4.5% of the then outstanding shares. As reported
on Schedule 13G, filed on April 23, 2018, the Adage Entities beneficially owned 8,928,342 shares of the Company,
constituting 5.2% of the then outstanding shares.

As reported on Schedule 13G, filed on February 16, 2016, Alan Kestenbaum beneficially owned 8,840,938 shares of the
Company, constituting 5.1% of the then outstanding shares. As reported on Schedule 13G/A, filed on February 14, 2017,
Alan Kestenbaum beneficially owned 6,502,363 shares of the Company, constituting 3.8% of the then outstanding shares.

The Company’s shareholders do not have different voting rights.

As of April 27, 2018, Ferroglobe had four record holders in the United States, holding all of our outstanding shares.

B. Related Party Transactions

The following includes a summary of material transactions since February 5, 2015, when we were formed, to which we have
been a party, January 1, 2015 to which Globe has been a party and January 1, 2015 to which FerroAtlántica has been a party,
with any: (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are
under common control with, us, Globe or FerroAtlántica, as applicable, (ii) associates, (iii) individuals owning, directly or
indirectly, an interest in the voting power of the Company, Globe, or FerroAtlántica, as applicable, that gives them
significant influence over us, Globe or FerroAtlántica, as applicable, and close members of any such individual’s family,
(iv) key management personnel, including directors and senior management of companies and close members of such
individuals’ families or (v) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by
any person described in (iii) or (iv) or over which such person is able to exercise significant influence.

Grupo VM shareholder agreement

On November 21, 2017, we entered into an amended and restated shareholder agreement with Grupo VM (the “Grupo VM
Shareholder Agreement”), as amended on January 23, 2018, that contains various rights and obligations with respect to
Grupo VM’s Ordinary Shares, including in relation to the appointment of directors and dealings in the Company’s shares. It
sets out a maximum number of directors (the “Maximum Number”) designated by Grupo VM (each, a “Grupo VM Director”)
dependent on the percentage of share capital in the Company held by Grupo VM. The Maximum Number is three, if Grupo
VM’s percentage of the Company’s shares is greater than 25%; two if the percentage is greater than 15% but less than 25%;
and one if the percentage is greater than 10% but less than 15%. As at the date of the Grupo VM Shareholder Agreement, the
Board of Directors of the Company has three Grupo VM Directors.

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Under the Grupo VM Shareholder Agreement, Grupo VM has the right to submit the names of one or more director candidates
(a “Grupo VM Nominee”) to the Nominations Committee for consideration to be nominated or appointed as a director as
long as it holds 10% or more of Company’s shares. If the Nominations Committee does not recommend a Grupo VM
Nominee for nomination or appointment or if the requisite approval of the board of directors is not obtained in accordance
with the Articles, Grupo VM shall, in good faith, and as promptly as possible but in all cases within thirty days, submit the
names of one or more additional (but not the same) Grupo VM Nominees for approval. Grupo VM shall continue to submit
the names of additional (but not the same) Grupo VM Nominees until such time as the favorable recommendation of the
Nominations Committee and requisite approval of the board of directors are obtained. On December 23, 2015, Grupo VM
designated Javier López Madrid to serve as the Executive Vice-Chairman of the Board in connection with the closing of the
Business Combination. Upon the resignation of Alan Kestenbaum as Executive Chairman of the Board, Mr. López Madrid
was appointed as Executive Chairman of the Board effective December 31, 2016. Mr. López Madrid is also the Chairman of
the Nominations Committee.

The Board of Directors are prohibited from filling a vacancy created by the death, resignation, removal or failure to win re-
election of a Grupo VM Director other than with a Grupo VM Nominee. Grupo VM shall have the right to submit a Grupo
VM Nominee for appointment to fill a casual vacancy only if the casual vacancy was created by the death, resignation,
removal or failure to win re-election of a Grupo VM Director. Grupo VM does not have the right to submit a Grupo VM
Nominee for appointment to fill a casual vacancy if the number of Grupo VM Directors equals or exceeds the Maximum
Number. In connection with any meeting of shareholders to elect directors, the number of Grupo VM Nominees in the slate of
nominees recommended by the Board of Directors must not exceed the Maximum Number.

Subject to certain exceptions, Grupo VM has preemptive rights to subscribe for up to its proportionate share of any shares
issued in connection with any primary offerings. The Grupo VM Shareholder Agreement (i) also restricts the ability of Grupo
VM and its affiliates to acquire additional shares and (ii) contains a standstill provision that limits certain proposals and
other actions that can be taken by Grupo VM or its affiliates with respect to the Company, in each case, subject to certain
exceptions, including prior Board approval. The Grupo VM Shareholder Agreement also restricts the manner by which, and
persons to whom, Grupo VM or its affiliates may transfer shares. On February 3, 2016, during an in person meeting of our
Board, the Board approved the purchase of up to 1% of the shares by Javier López Madrid in the open market pursuant to
Section 5.01(b)(vi) of the Grupo VM Shareholder Agreement (“JLM Shares”).

The Grupo VM Shareholder Agreement will terminate on the first date on which Grupo VM and its affiliates hold less than
10% of the outstanding Shares.

AK shareholder agreement

On December 23, 2015, we entered into a separate shareholder agreement with Mr. Kestenbaum and certain of his affiliates
(the “AK Shareholder Agreement”) that contained various rights and obligations with respect to their shares. Pursuant to the
AK Shareholder Agreement, Mr. Kestenbaum was appointed as Executive Chairman of the Board on December 23, 2015 in
connection with the closing of the Business Combination. Mr. Kestenbaum resigned as Executive Chairman of the
Ferroglobe Board of Directors, effective December 31, 2016.

Under the AK Shareholder Agreement, except with respect to a contested election for directors (other than Grupo VM director
nominees), that occurs after the fifth anniversary of the closing of the Business Combination, so long as Mr. Kestenbaum and
his affiliates own at least 1% of the total issued and outstanding shares, Mr. Kestenbaum and his affiliates are obliged to vote
their shares to cause the election or reelection, as applicable, of the Grupo VM Nominees and the other persons nominated by
the Board for election of directors. In the case of a contested election for directors that occurs from and after the fifth
anniversary of the closing of the Business Combination, Mr. Kestenbaum and his affiliates may vote their shares with respect
to the election of directors (other than the Grupo VM Nominees) in any manner with respect to such contested election for
directors. Mr. Kestenbaum and his affiliates must always vote in favor of the Grupo VM Nominees.

The AK Shareholder Agreement also provides that Mr. Kestenbaum will enter into a “gain recognition agreement” with the
IRS if he is treated as a “five-percent transferee shareholder” of the Company following the Business Combination,

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and will enter into subsequent “gain recognition agreements” with respect to actions or transactions taken by the Company
or its affiliates, as required under applicable law.

The AK Shareholder Agreement will terminate upon the aggregate total issued and outstanding shares owned by Mr.
Kestenbaum and his affiliates falling below 1%; provided that the tax covenants and indemnification obligation will survive
until such time as set forth in the AK Shareholder Agreement.

Registration rights agreement

On December 23, 2015, we entered into a registration rights agreement with Grupo VM and Mr. Kestenbaum pursuant to
which we will grant certain registration rights to each of Grupo VM and Mr. Kestenbaum.

Agreements with executive officers and key employees

We have entered into agreements with our executive officers and key employees. See “Item 6.A.—Directors, Senior
Management and Employees—Directors, Senior Management and Employees.”

VM Energía and Energya VM

VM Energía, a Spanish company wholly-owned by Grupo VM, has provided strategic advisory services on the day-to-day
operations of FerroAtlántica Group’s hydroelectric plants under two contracts entered into in April 2013 with each of
FerroAtlántica and Hidro Nitro Española. VM Energía’s services under these contracts included the provision of advisory
services in relation to any economic, technical and administrative aspect of FerroAtlántica Group’s energy operations, the
preparation of periodic reports assessing the main risks associated with the energy market and analyzing the performance of
each hydroelectric power plant, the provision of advisory services in connection with changes in the applicable energy
regulatory framework and related assistance in dealing with the competent energy authorities. For these services
FerroAtlántica and Hidro Nitro Española paid VM Energía a monthly remuneration calculated as a percentage of the
revenues made each month by FerroAtlántica Group’s hydroelectric power plants. For the fiscal years ended December 31,
2017, 2016 and 2015, FerroAtlántica and Hidro Nitro Española made transactions under these contracts to VM Energía of
$2,435 thousand, $2,880 thousand and $3,784 thousand, respectively. The contracts had five-year terms and expired on
January 1, 2018. An agreement has been entered into between FerroAtlántica and VM Energía as of January 2018 for the
provision of technical, economic and regulatory advisory services in respect of the Galician hydro-power assets for a twelve
month term, renewing annually for up to 36 months. VM Energía is not legally deemed to be a direct or indirect operator of
the hydroelectric power plants owned by FerroAtlántica Group in spite of the services provided to FerroAtlántica Group
under these strategic advisory services agreements.

Under an agreement made on March 10, 2014 between FerroAtlántica and VM Energía, VM Energía provides FerroAtlántica
with advisory services in connection with the construction in Galicia, Spain of hydro-power plants. The construction of these
assets was completed in March 2018 and VM Energía continue to provide services during a two-year warranty period
running into 2020. For the fiscal years ended December 31, 2017, 2016 and 2015, FerroAtlántica’s obligations to make
payments to VM Enérgia under this agreement amounted to $265 thousand, $221 thousand and $238 thousand, respectively

Under contracts entered into with FerroAtlántica on June 22, 2010 and December 29, 2010, and with Hidro Nitro Española on
December 27, 2012, VM Energía supplies the energy needs of the Boo, Sabón and Monzón electrometallurgy facilities, as a
broker for FerroAtlántica and Hidro Nitro Española in the wholesale power market. The contracts allow FerroAtlántica and
Hidro Nitro Española to buy energy from the grid at market conditions without incurring costs normally associated with
operating in the complex wholesale power market, as well as to apply for fixed price arrangements in advance from VM
Energía, based on the energy markets for the power, period and profile applied for. The contracts have a term of one year,
which can be extended by the mutual consent of the parties to the contract. The contracts were renewed in January 2018 and
will expire on December 31, 2018, unless extended. FerroAtlántica pays VM Energía a service charge in addition to paying
for the cost of energy purchase from the market. For the fiscal years ended December 31, 2017, 2016 and 2015,
FerroAtlántica’s and Hidro Nitro Española’s obligations to make payments to VM Enérgia under their respective

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agreements - for the purchase of energy plus the service charge - amounted to $94,049 thousand, $69,0834 thousand and
$85,511 thousand, respectively. These contracts are similar to contracts FerroAtlántica signs with other third-party brokers.
Deposit guarantees of $1,129 thousand on each have been provided to VM Energía in respect of the provision of energy to
the Boo and Sabon facilities under agreements entered into on October 20, 2010 in the case of Boo and January 19, 2011 in
the case of Sabon. FerroAtlántica has also entered into an energy swap agreement with Enérgya VM Generación, S.L.
(“Enérgya VM”), a Spanish company wholly-owned by VM Energía, in connection with the energy supply agreements for
the plants, dated January 18, 2018. A similar agreement dated January 25, 2016 has expired in 2016.

Under contracts entered into with Rocas, Arcillas y Minerales SA (“RAMSA”) on December 3, 2010 and with Cuarzos
Industriales SA (“CISA”) on April 27, 2012, VM Energía supplies the energy needs of the mining facilities operated by those
companies, as a broker for RAMSA and CISA in the wholesale power market. RAMSA and CISA are both subsidiaries of the
Company operating in the mining sector. For the fiscal years ended December 31, 2017, 2016 and 2015,
RAMSA’s obligations to make payments to VM Enérgia under this agreement amounted to $371thousand , $297 thousand
and $341 thousand, respectively; and CISA’s obligations to make payments to VM Enérgia under this agreement amounted
to $256 thousand, $227 thousand and $245 thousand, respectively.

Additionally, for the fiscal year ended December 31, 2017, VM Energía invoiced other subsidiaries of FerroAtlántica Group
for a total amount of $32 thousand. No additional sums were invoiced in the fiscal years to December 31, 2016 or 2015.

Under contracts dated June 30, 2012, Energya VM arranged for the sale of energy produced by FerroAtlántica and Hidro
Nitro Española’s hydroelectric plants. Pursuant to the contracts, Enérgya VM provided energy market brokerage services and
represented the FerroAtlántica Group subsidiaries before the applicable energy market operator, the system operator and the
Spanish National Markets and Competition Commission. FerroAtlántica and Hidro Nitro Española paid Enérgya VM
a monthly remuneration calculated as a percentage of the sales made each month by their hydroelectric power plants. These
contracts came to an end in 2017 and have not been renewed. In January 2018, control and representation contracts were
entered into between FerroAtlántica and Energya VM, under which Energya VM represents FerroAtlántica in delivering
energy from FerroAtlántica’s hydro plants to the energy markets in the period to 2020. For the fiscal years ended December
31, 2017, 2016 and 2015, Hidro Nitro Española invoiced to Enérgya VM for the sales made by its hydroelectric plant for a
total amount of $7,419 thousand, $5,154 thousand and $6,686 thousand, respectively and FerroAtlántica invoiced to
Enérgya VM for the sales made by its hydroelectric plant for a total amount of $9,803 thousand, $15,398 thousand and
$22,194 thousand, respectively.

For the fiscal years ended December 31, 2017, 2016 and 2015, Hidro Nitro Española’s obligations to make payments to
Enérgya VM under these agreements amounted to $111 thousand, $110 thousand and $166 thousand, respectively and
FerroAtlántica’s obligations to make payments to Enérgya VM under these agreements amounted to $114 thousand, $391
thousand and $474 thousand, respectively.

Espacio Information Technology, S.A.

Espacio Information Technology, S.A. (“Espacio I.T.”), a Spanish company wholly-owned by Grupo VM, provides
information technology and data processing services to Ferroglobe PLC and certain FerroAtlántica Group subsidiaries:
FerroAtlántica, FerroAtlántica de Mexico, Silicon Smelters (Pty.), Ltd. and FerroPem, S.A.S. pursuant to several contracts.

Under a contract entered into on January 1, 2004, Espacio I.T. provides FerroAtlántica with information processing, data
management, data security, communications, systems control and customer support services. The contract has a one-year
term, subject to automatic yearly renewal, unless terminated with notice provided three months prior to the scheduled
renewal. The base yearly amount due under the contract for these services is $607 thousand, exclusive of VAT and subject to
inflation adjustment. For the fiscal years ended December 31, 2017, 2016 and 2015, FerroAtlántica’s obligations to make
payments to Espacio I.T. under this agreement amounted to $889 thousand, $680 thousand and $939 thousand, respectively.

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Under a contract entered into on January 1, 2006, Espacio I.T. provides FerroPem, S.A.S. with information processing, data
management, data security, communications, systems control and customer support services. The contract has a one-year
term, subject to automatic yearly renewal, unless terminated with notice provided three months prior to the scheduled
renewal. The base yearly amount due under the contract for these services is $781 thousand, exclusive of VAT and subject to
inflation adjustment. For the fiscal years ended December 31, 2017, 2016 and 2015, FerroPem, S.A.S. made obligations to
make payments to Espacio I.T. under this agreement amounted to $911 thousand, $936 thousand and $861 thousand,
respectively.

Under a contract entered into on June 26, 2014, Espacio I.T. provides FerroAtlántica de Mexico with information processing,
data management, data security, communications, systems control and customer support services. The contract has a two-year
term, subject to automatic renewal every two years, unless terminated with notice six months prior to the scheduled renewal.
The base yearly amount due under the contract for these services is $21 thousand, exclusive of VAT and subject to inflation
adjustment and adjustment based on the level of production of the previous year. From the date of effectiveness of the
contract in July 2014 through December 31, 2014, FerroAtlántica de Mexico made payments to Espacio I.T. of $5 thousand.
For the fiscal years ended December 31, 2017, 2016 and 2015, FerroAtlántica de Mexico’s obligations to make payments to
Espacio I.T. under this agreement amounted to $19 thousand, $18 thousand and $18 thousand, respectively.

Under a contract entered into on January 1, 2009, Espacio I.T. provides Silicon Smelters (Pty.), Ltd. with services including
the maintenance and monitoring of the company’s network, servers, applications, and user workstations, as well as standard
software licenses. The contract has a one‑year term, subject to automatic yearly renewal, unless terminated with notice
three months prior to the scheduled renewal. The base yearly amount due under the contact is $265 thousand, subject to
inflation adjustment. For the fiscal years ended December 31, 2017, 2016 and 2015, Silicon Smelters (Pty.), Ltd.’s
obligations to make payments to Espacio I.T. under this agreement amounted to $295 thousand, $262 thousand and $243
thousand, respectively.

Under a contract entered into on May 2, 2016, Espacio I.T. provides the Company with services including the maintenance
and monitoring of its network, servers, applications, and user workstations, as well as standard software licenses at Quebec
Silicon. The contract has a one‑year term, subject to automatic yearly renewal, unless terminated with notice three months
prior to the scheduled renewal. The base yearly amount due under the contract is $169 thousand, subject to inflation
adjustment. For the fiscal years ended December 31, 2017, payments made under this contract to Espacio I.T. were $113
thousand.

Espacio I.T. also provides development services to Grupo FerroAtlántica under a contract dated July 21, 2017 for
enhancements to Gesindus, FerroAtlántica’s ERP system, and hosting services in connection with the company’s document
management system under a contract dated February 22, 2017, both on an ongoing basis. FerroAtlántica made payments to
Espacio I.T. under the former contract for the Gesindus development services for the fiscal year ended December 31, 2017 of
$131 thousand and under the latter contract for the hosting services for the fiscal year ended December 31, 2017 of $205
thousand.

Under a contract dated November 23, 2015 Espacio I.T. provided development services to FerroAtlántica for separate
enhancements to Gesindus. For the fiscal year ended December 31, 2016, FerroAtlántica and Grupo FerroAtlántica were
invoiced $531 thousand for these services and, for the fiscal year ended December 31, 2017, FerroAtlántica paid Espacio IT
$182 thousand, for these services which are now terminated. Since September 2016, Espacio I.T has procured for
FerroAtlántica and managed its individual user and server licenses from Microsoft, on preferential terms and without
charging any commission or mark-up in cost. There is no contract currently in place in relation to these arrangements and the
amounts invoiced in connection with this arrangement in the fiscal years ended December 31, 2017 and 2016 are $326
thousand and $320 thousand, respectively. Espacio I.T also provides FerroAtlántica with IT outsourcing services in
connection with the Mangshi facility in China and provides Hidro Nitro Española with IT services, for neither of which is
there a formal contract yet in place. The amounts invoiced in connection with these services for the fiscal years ended
December 31, 2017, 2016 and 2015 were $88 thousand, $171 thousand and $172 thousand, respectively paid by Grupo
FerroAtlántica and $224 thousand, $224 thousand and $216 thousand, respectively paid by Hidro Nitro Española.

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For the fiscal years ended December 31, 2017, 2016 and 2015, Espacio I.T. invoiced other subsidiaries of FerroAtlántica and
Ferroglobe PLC in a total amount of $534 thousand, $1,505 thousand and $392 thousand, respectively.

In April 2016, the Ferroglobe Board approved a proposal to obtain certain information technology services from Espacio I.T.,
for a minimum term of five years, at an annual base payment of $360 thousand and requiring an initial investment of
$1.7 million during 2016. While the project to which these services relate may proceed at a later date, the timeline for the
procurement of these services has not been established and the investment not yet been made. No payments have been made
to Espacio I.T. during 2017 in relation to these proposed arrangements.

Other agreements with Grupo VM

Under the terms of a loan agreement entered into on 24 July 2015 between Grupo FerroAtlántica and Inmobiliaria Espacio,
S.A. (“IESA”), the ultimate parent of Grupo VM, Grupo FerroAtlántica extended to IESA a credit line for treasury purposes of
up to $20 million, of which $2.9 million (the “Loan”) remains outstanding. The credit line runs year on year for a maximum
period of 10 years and amounts outstanding under it (including the Loan) bear interest annually at the rate equal to the
EURIBOR three month rate plus 2.75 percentage points. The availability of the credit line may be cancelled at the end of any
year or at any time by IESA.

In 2017, FerroAtlántica received the payment of $6.3 million in discharge of the consideration due from Grupo VM in respect
of Grupo VM’s purchase of 2,497 shares in Alloys International Limited, a former subsidiary of FerroAtlántica, under and in
accordance with the terms of a share sale and purchase agreement entered into June 30, 2016.

Calatrava RE, a Luxembourg affiliate of Grupo VM, is a reinsurer of the Company’s marine and property insurance and was
reinsurer of its third party liability insurance until April 2018. The property insurance is arranged through Mapfre Global,
with whom the Company contracts for the provision of this insurance. Marine insurance is arranged through HDI, with whom
the Company contracts for the provision of this insurance. In the period to April 2018, Calatrava RE was a reinsurer of the
Company’s third party liability insurance, arranged through QBE, with whom the Company contracted for the provision of
this insurance. In April 2018, the Company moved to another insurer for its third party liability cover globally. There are no
contracts in place directly between the Company and Calatrava RE in relation to these insurances.

On April 2, 2012 FerroAtlántica entered into a lease agreement with Torre Espacio Castellano S.A (“Torres Espacio”), then a
Grupo VM company, of the office premises occupied by FerroAtlántica on the 45 th floor of the Torre Espacio building in
Madrid. This lease runs until 2023 and the rent payable under it is $507 thousand per annum. On August 9, 2007,
FerroAtlántica entered into a lease agreement with Torre Espacio of the office premises on the 49 th floor of the Torre Espacio
building in Madrid and parking facilities occupied or used by FerroAtlántica there. This lease runs until 2023 and the rent
payable under it is $1,056 thousand per annum. The whole of Grupo VM’s interest in Torre Espacio Castellano S.A was sold
to a third party in 2015. Torres Espacio Gestión SLU, a wholly owned subsidiary of Grupo VM, manages the premises which
are the subject of the leases on behalf of Torres Espacio, including collecting rents and other payments under the terms of the
leases from FerroAtlántica on behalf of Torres Espacio.

Aurinka and the Solar JV

Javier López Madrid, a current member of the Board currently owns approximately 100% of the outstanding share capital of
Financiera Siacapital which, in turn, holds a 31.33% interest in Blue Power. Blue Power is a party to the Solar joint venture
entered into with Aurinka. It also owns certain intellectual property being contributed to the joint venture and will provide
certain technology consulting services to it, as summarized below. The remaining equity interests in Blue Power are owned
by third party outside investors.

In 2016, Grupo FerroAtlántica entered into a project with Aurinka for a feasibility study and basic engineering for a UMG
solar silicon manufacturing plant. Purchases under this project were approximately $3.4 million for 2016.

On December 20, 2016, Grupo FerroAtlántica S.A.U. and its wholly owned subsidiaries, FerroAtlántica, S.A., and Silicio
Ferrosolar, S.L.U. (“SFS”), entered into the Solar JV Agreement with Blue Power and Aurinka providing for the formation

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and operation of a joint venture with the purpose of producing UMG solar silicon. The entry into the joint venture pursuant
to the Solar JV Agreement was subject to certain conditions precedent, including the satisfactory completion of an ex-ante
verification procedure in relation to the ability of the technology to be contributed to the joint venture by Blue Power to
meet certain technical and cost parameters and the authorization of the joint venture by Ferroglobe PLC, Blue Power and
Aurinka’s management bodies. All these conditions precedent were met during 2017 and the Solar JV Agreement is now fully
binding.

Under the Solar JV Agreement, FerroAtlántica indirectly owns 75% of the operating companies formed as part of the joint
venture, one of which (“OpCo”) owns certain assets comprising, among others, constructions at Sabón and a UMG solar
silicon plant at Puertollano, Spain. FerroAtlántica also owns 51% of the company formed as part of the joint venture to hold
certain intellectual property rights and know-how contributed by Blue Power and FerroAtlántica, which licenses such
intellectual property rights and know-how to OpCo. Pursuant to the Solar JV Agreement, FerroAtlántica and other
subsidiaries will incur capital expenditures, subject to the approval of the joint venture board, in connection with the joint
venture of up to a maximum of $133,000 thousand over an initial phase of up to 2 years. During 2017, FerroAtlántica and
other subsidiaries invested $3,611 thousand in the project. Further investment in the joint venture will be determined as the
joint venture progresses. In connection with the Solar JV Agreement, FerroAtlántica has obtained a loan of approximately
$50,000 thousand from the Spanish Ministry of Industry and Energy for the purpose of building and operating the UMG
solar silicon plant. On September 25, 2017 OpCo entered into an agreement with Caiz Salceda SLU (“Salceda”), a company
ultimately owned by members of the Villar Mir family (who are related to Javier Lopez Madrid by marriage), under which
Salceda agrees to construct on its land and lease to the OpCo and to operate and maintain for a term of 25 years a pilot plant
for power generation from photovoltaic panels produced with UMG solar silicon, in return for ownership of all power
generated at the plant. On June 13, 2016, SFS entered into a loan agreement with Blue Power under which SFS advanced a
principal sum of over $9,000 thousand to Blue Power in connection with the project. As at December 31, 2016 the amount
outstanding under the loan agreement was $9,845 thousand. On February 24, 2017, the loan was novated to OpCo as part of a
capital injection by Blue Power to OpCo.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

We have included the Consolidated Financial Statements as part of this annual report. See “Item 18.—Financial Statements.”

Legal proceedings

In the ordinary course of our business, Ferroglobe is subject to lawsuits, investigations, claims and proceedings, including,
but not limited to, contractual disputes and employment, environmental, health and safety matters. Although we cannot
predict with certainty the ultimate resolution of lawsuits, investigations, claims and proceedings, we do not believe any
currently-pending legal proceeding to which Ferroglobe is a party will have a material adverse effect on our business, results
of operations, or financial condition.

Matters pertaining to Joint Ventures

In 2015, FerroAtlántica Group filed a claim to recover the initial joint venture contribution of approximately $22 million
from its counterparty in relation to the Joint Venture Agreement between FerroAtlántica Group and Zeus Mineraçao Ltda.,
José Rubens Moretti Junior and Guilherme Moretti. There was an arbitration hearing in April 2015 and, on June 10, 2016, an
award of $22 million, plus costs, was confirmed in favor of FerroAtlántica. The defendants have since applied to the Brazilian
courts to annul the award and the parties are awaiting an order on the request. While the Company intends to

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continue to pursue recovery, the Company considers recovery against the claim unlikely due to the apparent financial
condition of the respondents and has written off the full amount of the claim as of December 31, 2016.

In March 2017, we received a demand for mediation from our North American joint venture partner regarding a dispute in
relation to the price of coal charged by our subsidiary, Alden, to our North American joint ventures. The parties are engaged
in a non-binding mediation process and the Company has accrued $8,900 thousand for this matter.

Asbestos claims

Certain employees of FerroPem, S.A.S., then known as Pechiney Electrometallurgie, S.A. (“PEM”), may have been exposed to
asbestos at its plants in France in the decades prior to FerroAtlántica Group’s purchase of that business in December 2004.
During the period in question, PEM was wholly-owned by Pechiney Bâtiments, S.A., which had certain indemnification
obligations to our FerroAtlántica Group division pursuant to the 2004 Share Sale and Purchase Agreement under which our
FerroAtlántica Group acquired PEM. As of the date of this annual report, approximately 89 such employees have “declared”
asbestos-related injury to the French social security agencies, based either on the occurrence of work accidents (“accident du
travail”) or on administrative recognition of an occupational disease (“maladie professionelle”). Of these, 51 cases are
closed, approximately 38 are pending before the French social security agencies or courts and, of the latter, 17 include
assertions of “inexcusable negligence” (“faute inexcusable”) which, if upheld, may lead to material liability on the part of
FerroPem. Other employees may declare further asbestos-related injuries in the future, and may likewise assert inexcusable
negligence. In 2016, FerroPem initiated an arbitration process seeking to enforce indemnification provisions in the Share
Sale and Purchase Agreement against Río Tinto France as successor to Pechiney Bâtiments with respect to pending asbestos
claims. On July 11, 2017, however, the claims in arbitration were denied in their entirety on various grounds, including that
the claims were untimely, and Ferropem is without further recourse against Río Tinto. Litigation against, and material
liability on the part of, FerroPem will not necessarily arise in each case, and to date a majority of such declared injuries have
been minor and have not led to significant liability on Ferropem’s part. Whether material liability will arise is determined
case-by-case, often over a period of years, depending on, inter alia, the evolution of the claimant’s asbestos-related
condition, the possibility that the claimant was exposed while working for other employers and, where asserted, the
claimant’s ability to prove inexcusable negligence on FerroPem’s part. Because of such uncertainties, no reliable estimate
can be made at this time of FerroPem’s eventual liability in these matters, with exception of three grave cases that have been
litigated through the appeal process and in which claimants’ assertions of inexcusable negligence were upheld. Liabilities in
respect to this matter have been recorded at December 31, 2017 at an estimated amount of $2,339 thousand.

Environmental matters

On August 31, 2016, the U.S. Department of Justice (the “DOJ”) requested a meeting with GMI to discuss potential resolution
of a July 1, 2015 NOV/FOV that GMI received from the U.S. Environmental Protection Agency (the “EPA”) alleging certain
violations of the Prevention of Significant Deterioration (“PSD”) and New Source Performance Standards provisions of the
Clean Air Act associated with a 2013 project performed at GMI’s Beverly facility. Specifically, the July 2015 NOV/FOV
alleges violations of the facility’s existing operating and construction permits, including allegations related to opacity
emissions, sulfur dioxide and particulate matter emissions, and failure to keep necessary records and properly monitor certain
equipment. On October 27, 2016, GMI met with the DOJ and the EPA to discuss the alleged violations, GMI’s preliminary
assessment of those alleged violations, and its possible defenses to the NOV/FOV. As a result of that meeting, GMI has agreed
to the government’s request that GMI prepare an assessment of Best Available Control Technologies (“BACT”) that could be
applicable to the facility under the federal PSD program, to conduct a ventilation study to assess emissions at the facility, and
to continue discussions with the government regarding an appropriate resolution of the NOV/FOV by consent. In February
2017, the EPA formally issued a request under Section 114 of the Clean Air Act, requiring GMI to conduct the ventilation
study that GMI had previously agreed to conduct. On January 4, 2017, GMI received a second NOV/FOV dated December 6,
2016, arising from the same facts as the July 2015 NOV/FOV and subsequent EPA inspections. The second NOV/FOV alleges
opacity exceedances at certain units, failure to prevent the release of particulate emissions through the use of furnace hoods
at a certain unit, and the failure to install Reasonably Available Control Measures (as defined) at certain emission units at the
Beverly facility. As part of the on‑going consent process to resolve the NOVs/FOVs, the government could demand that GMI
install additional pollution control equipment and/or implement other measures to reduce emissions from the facility, as well
as pay a civil penalty.

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GMI’s environmental consultants have completed the ventilation study and a Ventilation Evaluation Report documenting
the same, which GMI provided to EPA on October 6, 2017. Since that time, GMI and the government have continued
negotiations regarding potential resolution of the NOV/FOVs, which negotiations are ongoing. At this time, however, GMI
does not know the extent of potential injunctive relief or the amount of a civil penalty a negotiated resolution of this matter
may entail. Should the DOJ and GMI be unable to reach a negotiated resolution of the NOVs/FOVs, the government could
institute formal legal proceedings for injunctive relief and civil penalties. The statutory maximum penalty is $93,750 per day
per violation, from April 2013 to the present.

Matters pertaining to Mr. López Madrid

The legal proceedings described below are pending in Spain in which Mr. López Madrid has been called as “investigado” 1
by a Spanish criminal investigative court. At the conclusion of criminal investigatory proceedings, the relevant Spanish
court may determine to withdraw the investigation without issuing formal charges, excuse certain parties previously called
“investigado” on the basis that there is insufficient evidence to issue formal charges, or issue formal charges or indictments
against specific named parties.

On October 25, 2012, Mr. López Madrid was called as “investigado” along with several other directors of Bankia, S.A. and
Banco Financiero y de Ahorros, S.A., by a Spanish court investigating whether they were involved in the misrepresentation
of the financial condition of Bankia, S.A. in connection with its initial public offering. The public prosecutor did not file
formal charges against Mr. López Madrid and asked the Court for the termination of the proceedings regarding Mr. López
Madrid. However, in Spanish criminal proceedings private parties (such as political parties, unions or private investors) can
also accuse “investigados” in a proceeding and, in the case at hand, some of the private accusing parties did include Mr.
López Madrid in their accusation briefs and therefore Mr. López Madrid will be deemed as an accused party. As publicly
announced recently, Mr. López Madrid and his family were themselves damaged as a result of the initial public offering as
they invested in shares and lost around 20 million euros. Mr. López Madrid has advised us that he vehemently denies any
allegations against him in connection with this matter and intends to defend himself vigorously.

As part of the same proceeding, Mr. López Madrid was called again on January 28, 2015, along with several other directors of
Bankia, S.A. and several former directors and senior executives of its predecessor Caja Madrid, by the Spanish court in
connection with its investigation into whether Mr. López Madrid and the other persons called as “investigado” in the
investigation improperly used credit cards for personal expenditures paid by Bankia, S.A. and/or Caja Madrid. Mr. López
Madrid promptly reimbursed Bankia, S.A. €32,000 for the credit card charges paid by Bankia, S.A. and paid all taxes
otherwise due and payable on account of such amounts. A ruling was issued by the Spanish High Court (Audiencia Nacional)
on February 23, 2017, pursuant to which Mr. López Madrid was convicted as an accessory with a minimum sanction. Mr.
López Madrid has filed an appeal with the Spanish Supreme Court (Tribunal Supremo) in response to the ruling and will
continue to defend his innocence vigorously in this matter.

On June 10, 2014, a physician (the “Physician”), who had previously treated Mr. López Madrid’s family, was called as
“investigado” in connection with criminal allegations that the Physician had harassed Mr. López Madrid, his family and his
associates through anonymous phone calls and messages making false accusations and serious threats, which were received
daily over a period of several months. On September 24, 2014, Mr. López Madrid” was called as “investigado” by a Spanish
investigative court in connection with criminal allegations that he had sexually harassed the Physician. The court dismissed
the complaint of the Physician, although subsequent investigations are being conducted by an appeal court. In any case, the
criminal proceedings against the Physician still continue.

On October 21, 2014, Mr. López Madrid was called as “investigado” by a Spanish court investigating the sale of shares of
Infoglobal by Grupo Urbina. On December 22, 2014, the investigating court dismissed the case. On October 16, 2017, the
Audiencia Provincial de Madrid confirmed the previous dismissal. The decision of that court is final, and the matter is closed.

On February 11, 2016, Mr. López Madrid was called as “investigado” by a Spanish investigative court in connection with
the “Púnica” investigation into possible bribery relating to awards of public contracts. This investigation, in which numerous
individuals have been called as “investigado” thus far, has been underway since October 2014. In connection

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with this matter, the “Lezo” investigation was initiated and, on April 20 and 21, 2017, Mr. López Madrid was questioned in
relation to an alleged payment in 2007 of €1.4 million in favor of a public officials by Obrascón Huarte Lain, S.A. (“OHL”), a
listed company partially owned by Grupo VM. Mr. López Madrid was a non-executive director of OHL at the time of the
alleged payment and has never held any executive responsibility at OHL. He remains as “investigado” in both the “Punica”
and the “Lezo” investigations but there are not any formal charges against Mr. López Madrid, who vehemently denies the
allegations against him and intends to defend himself vigorously in these matters.

1
For simplicity purposes, this summary always uses the term “investigado”, although the accurate term for the equivalent
status in those proceedings initiated prior to October 2015 is “imputado”.

Dividend policy

Our Board intends to declare annual (or final) dividends and interim dividends, payable quarterly, to be reviewed each year,
but this will depend upon many factors, including the amount of our distributable profits as defined below. Pursuant to the
Articles, and subject to applicable law, the Company may by ordinary resolution declare dividends (which shall not exceed
the amounts recommended by the directors), and the directors may decide to pay interim dividends. The Articles provide that
the directors may pay any dividend if it appears to them that the profits available for distribution justify the payment. Under
English law, dividends may only be paid out of distributable reserves of the Company or distributable profits, defined as
accumulated realized profits not previously utilized by distribution or capitalization less accumulated realized losses to the
extent not previously written off in a reduction or reorganization of capital duly made, as reported to Companies House, and
not out of share capital, which includes the share premium account. Further, a U.K. public company may only make a
distribution if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable
reserves, and if, and to the extent that, the distribution does not reduce the amount of those assets to less than such aggregate.
Distributable profits are determined in accordance with generally accepted accounting principles at the time the relevant
accounts are prepared. The amount of Ferroglobe’s distributable profits is thus a cumulative calculation. Ferroglobe may be
profitable in a single year but unable to pay a dividend if the profits of that year do not offset all the previous year’s
accumulated losses. The shareholders of Ferroglobe may by ordinary resolution on the recommendation of the directors
decide that the payment of all or any part of a dividend shall be satisfied by transferring non‑cash assets of equivalent value,
including shares or securities in any corporation.

The declaration and payment of future dividends to holders of our Shares will be at the discretion of our Board and will
depend upon many factors, including, in addition to the amount of our distributable profits, our financial condition,
earnings, legal requirements, and restrictions in our debt agreements and other factors deemed relevant by our Board of
Directors. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our
operating subsidiaries, the payment which may be restricted by the laws of their respective jurisdictions of organization, their
respective agreements, and/or covenants under future indebtedness that we or they may incur.

B. Significant Changes

On February 27, 2018, we entered into the New Revolving Credit Facility Agreement, which has replaced the Amended
Revolving Credit Facility Agreement. For further details regarding the New Revolving Credit Facility Agreement, see
"Item 10.C. – Additional Information – Material Contracts”.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details.

On December 24, 2015, our ordinary shares were listed for trading on the NASDAQ in U.S. Dollars under the symbol “GSM.”
Prior to completion of the Business Combination, which occurred on December 23, 2015, shares of Globe’s common stock
were registered pursuant to Section 12(b) of the U.S. Exchange Act and listed on NASDAQ under the ticker symbol “GSM.”
Globe’s common stock was suspended from trading on the NASDAQ prior to the open of trading on

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December 24, 2015. The following table sets forth the high and low reported sale prices of our Ordinary Shares as reported on
the NASDAQ for the periods indicated:

NASDAQ Trading
Annual High Low
2017 $ 17.32 $ 8.60
2016 $ 11.84 $ 7.11

Quarterly High Low

January 1, 2018 through March 31, 2018 $ 16.76 $ 10.50
October 1, 2017 through December 31, 2017 $ 17.32 $ 13.45
July 1, 2017 through September 30, 2017 $ 14.27 $ 12.15
April 1, 2017 through June 30, 2017 $ 11.95 $ 8.60
January 1, 2017 through March 31, 2017 $ 12.32 $ 9.25
October 1, 2016 through December 31, 2016 $ 11.84 $ 8.68
July 1, 2016 through September 30, 2016 $ 10.07 $ 7.73
April 1, 2016 through June 30, 2016 $ 10.45 $ 7.95
January 1, 2016 through March 31, 2016 $ 11.41 $ 7.11

Monthly High Low

April 2018 (through April 25, 2018) $ 11.34 $ 10.22
March 2018 $ 16.76 $ 10.50
February 2018 $ 16.16 $ 14.22
January 2018 $ 16.65 $ 14.46
December 2017 $ 17.32 $ 15.61
November 2017 $ 16.32 $ 14.57

B. Plan of Distribution.

Not applicable.

C. Markets.

Our ordinary shares are traded on the NASDAQ Global Select Market under the symbol “GSM.”

D. Selling Shareholders.

Not applicable.

E. Dilution.

Not applicable.

F. Expenses of the Issue.

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital.

Not applicable.

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B. Memorandum and Articles of Association.

Composition and Nomination of the Board

Pursuant to the Articles, the Board will consist of at least two directors and no more than eleven directors. The directors are
nominated by the Board, after being recommended to the Board by the Nominations Committee, for appointment at a general
meeting or appointed by the Board where permitted to do so by law. When a person has been approved by the Board for
nomination for election as a director at a general meeting of the Company, prior to the first date after the date of adoption of
the Articles on which Grupo VM and its affiliates in the aggregate beneficially own less than 10% of the issued ordinary
shares of the Company (the “Sunset Day”), Grupo VM and its affiliates shall not vote against the election of that director at
the general meeting unless a majority of its nominees on the Board have voted against such nomination. At every annual
general meeting, all the directors shall retire from office and will be eligible, subject to applicable law, for nomination for re-
appointment in accordance with the Articles.

The board shall constitute a committee (the “Nominations Committee”) to perform the function of recommending a person
for director. The Nominations Committee shall consist of three directors, a majority of whom shall be independent directors,
as such term is defined in the NASDAQ rules and applicable law. While Grupo VM and its Affiliates own at least 30% of the
shares of the Company, the Grupo VM nominees will be entitled to nominate not more than two-fifths of the members of the
Nominations Committee.

On December 23, 2015, Grupo VM designated Javier López Madrid to serve as the Executive Vice-Chairman of the Board in
connection with the closing of the Business Combination. Upon the resignation of Alan Kestenbaum as Executive Chairman
of the Board, Mr. López Madrid was appointed as Executive Chairman of the Board effective December 31, 2016. Mr. López
Madrid is also the Chairman of the Nominations Committee.

Board Powers and Function

The members of the Board, subject to the restrictions contained in the Articles, is responsible for the management of the
Company’s business, for which purpose they may exercise all our powers whether relating to the management of the business
or not. In exercising their powers, the members of the Board must perform their duties to us under English law. These duties
include, among others:

• to act within their powers and in accordance with the Articles;

• to act in a way that the directors consider, in good faith, would be most likely to promote our success for the
benefit of its members as a whole (having regard to a list of non-exhaustive factors);

• to exercise independent judgment;

• to exercise reasonable care, skill and diligence;

• to avoid conflicts of interest;

• not to accept benefits from third parties; and

• to declare interests in proposed transactions/arrangements.

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The Articles provide that the members of the Board may delegate any of the powers which are conferred on them under the
Articles to such committee or person, by such means (including by power of attorney), to such an extent and on such terms
and conditions, as they think fit.

Share Qualification of Directors

A director is not required to hold any Shares by way of qualification.

Board and Decision Making

The Articles provide that any director may call a meeting of the Board. Subject to the provisions of the U.K. Companies Act
2006, the Executive Chairman may also call general meetings on behalf of the Board. The quorum for such a meeting will be
at least a majority of the directors then in office.

Except as otherwise provided in the Articles, a decision may be taken at a duly convened Board meeting with the vote of a
majority of the directors present at such meeting who are entitled to vote on such question and each director will have one
vote.

A director shall not be counted in the quorum present in relation to a matter or resolution on which he is not entitled to vote
(or when his vote cannot be counted) but shall be counted in the quorum present in relation to all other matters or resolutions
considered or voted on at the meeting. Except as otherwise provided by the Articles, a director shall not vote at a meeting of
the Board or a committee of the Board on any resolution concerning a matter in which he has, directly or indirectly, an
interest (other than an interest in shares, debentures or other securities of, or otherwise in or through, us) which could
reasonably be regarded as likely to give rise to a conflict with our interests.

Unless otherwise determined by us by ordinary resolution, the remuneration of the non-executive directors for their services
in the office of director shall be as the Board may from time to time determine. Any director who holds any executive office
or who serves on any committee of the Board or who performs services which the Board considers go beyond the ordinary
duties of a director may be paid such special remuneration (by way of bonus, commission, participation in profits or
otherwise) as the Board may determine. However, the U.K. Companies Act 2006 requires “quoted” companies, such as the
Company, to obtain a binding vote of shareholders on the directors’ remuneration policy at least once every three years and
an annual advisory (non-binding) shareholders’ vote on an on the directors’ remuneration in the financial year being reported
on and how the directors’ remuneration policy will be implemented in the following financial year.

Directors’ Borrowing Powers

Under our Board’s general power to manage our business, our Board may exercise all the powers to borrow money.
Matters Requiring Majority of Independent Directors Approval
Prior to the Sunset Date, the approval of a majority of the independent directors (who are not conflicted in relation to the
relevant matter) shall be required to authorize any transaction agreement or arrangement between grupo VM or any of its
affiliates or connected persons and the Company or any of its Affiliates, or the alteration amendment, repeal or waiver of any
such agreement, including any shareholders’ agreement between the Company and Grupo VM.
Director Liability
Under English law, members of the Board may be liable to us for negligence, default, breach of duty or breach of trust in
relation to us. Any provision that purports to exempt a director from such liability is void. Subject to certain exceptions,
English law does not permit us to indemnify a director against any liability attaching to him in connection with any
negligence, default, breach of duty or breach of trust in relation to us. The exceptions allow us to:

• purchase and maintain director and officer insurance against any liability attaching in connection with any
negligence, default, breach of duty or breach of trust owed to us;

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• provide a qualifying third party indemnity provision which permits us to indemnify its directors (and directors
of an “associated company” (i.e., a company that is a parent, subsidiary or sister company of Ferroglobe) in
respect of proceedings brought by third parties (covering both legal costs and the amount of any adverse
judgment), except for: (i) the legal costs of an unsuccessful defense of criminal proceedings or civil
proceedings brought by us an associated company, or the legal costs incurred in connection with certain
specified applications by the director for relief where the court refuses to grant the relief; (ii) fines imposed in
criminal proceedings; and (iii) penalties imposed by regulatory bodies;

• loan funds to a director to meet expenditure incurred in defending civil and criminal proceedings against him
or her (even if the action is brought by us), or expenditure incurred applying for certain specified relief, but
subject to the requirement for the director or officer to reimburse us if the defense is unsuccessful; and

• provide a qualifying pension scheme indemnity provision, (which allows us to indemnify a director of a company
that is a trustee of an occupational pension scheme against liability incurred in connection with such company’s
activities as a trustee of the scheme (subject to certain exceptions).

Indemnification Matters
Under the Articles, subject to the provisions of the U.K. Companies Act 2006 and applicable law, we will exercise all of our
powers to (i) indemnify any person who is or was a director (including by funding any expenditure incurred or to be incurred
by him or her) against any loss or liability, whether in connection with any proven or alleged negligence, default, breach of
duty or breach of trust by him or her or otherwise, in relation to us or any associated company; and/or (ii) indemnify to any
extent any person who is or was a director of an associated company that is a trustee of an occupational pension scheme
(including by funding any expenditure incurred or to be incurred by him or her) against any liability, incurred by him or her
in connection with our activities as trustee of an occupational pension scheme; including insurance against any loss or
liability or any expenditure he or she may incur, whether in connection with any proven or alleged act or omission in the
actual or purported execution or discharge of his or her duties or in the exercise or purported exercise of his or her powers or
otherwise in relation to his or her duties, power or offices, whether comprising negligence, default, breach of duty, breach of
trust or otherwise, in relation to the relevant body or fund.

Under the Articles and subject to the provisions of the U.K. Companies Act 2006, we may exercise all of our powers to
purchase and maintain insurance for or for the benefit of any person who is or was a director, officer or employee of, or a
trustee of any pension fund in which our employees are or have been interested, including insurance against any loss or
liability or any expenditure he or she may incur, whether in connection with any proven or alleged act or omission in the
actual or purported execution or discharge of his or her duties or in the exercise or purported exercise of his or her powers or
otherwise in relation to his or her duties, power or offices, whether comprising negligence, default, breach of duty, breach of
trust or otherwise, in relation to the relevant body or fund.

No director or former director shall be accountable to us or the members for any benefit provided pursuant to the Articles. The
receipt of any such benefit shall not disqualify any person from being or becoming a director.
Director Removal or Termination of Appointment
The general meeting of shareholders will, at all times, have the power to remove a member of the Board by an ordinary
resolution, being a resolution passed by a simple majority of votes cast. The Articles also provide that a member of the Board
will cease to be a director as soon as:

• the director ceases to be a director by virtue of any provision of the U.K. Companies Act 2006 (including,
without limitation, section 168) or he becomes prohibited by applicable law from being a director;

• the director becomes bankrupt or makes any arrangement or composition with the director’s creditors
generally;

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• a registered medical practitioner who is treating that person gives a written opinion to us stating that
that person has become physically or mentally incapable of acting as a director and may remain so for
more than three months;

• by reason of the director’s mental health a court makes an order which wholly or partly prevents the director
from personally exercising any powers or rights he would otherwise have;

• the director resigns from office by notice in writing to us;

• in the case of a director who holds any executive office, the director’s appointment as such is terminated or
expires and the Board resolves that he should cease to be a director;

• the director is absent for more than six consecutive months, without permission of the Board, from meetings
of the Board held during that period and the Board resolves that the director should cease to be a director; or

• the director dies.

Committees
Subject to the provisions of the Articles, the directors may delegate any of the powers which are conferred on them under the
Articles:

• to a committee consisting of one or more directors and (if thought fit) one or more other persons, to such an extent
and on such terms and conditions as the Board thinks fit (and such ability of the directors to delegate applies to all
powers and discretions and will not be limited because certain articles refer to powers and discretions being
exercised by committees authorized by directors while other articles do not);

• to such person by such means (including by power of attorney), to such an extent, and on such terms and
conditions, as they think fit including delegation to any director holding any executive office, any manager or
agent such of its powers as the Board considers desirable to be exercised by him; or

• to any specific director or directors (with power to sub-delegate). These powers can be given on terms and
conditions decided on by the directors either in parallel with, or in place of, the powers of the directors acting
jointly.

Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to
include authority to sub-delegate to one or more directors (whether or not acting as a committee) or to any employee or agent
all or any of the powers delegated and may be made subject to such conditions as the Board may specify, and may be
revoked or altered. The directors can remove any people they have appointed in any of these ways and cancel or change
anything that they have delegated, although this will not affect anybody who acts in good faith who has not has any notice
of any cancellation or change.

General Meeting

The Board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the
U.K. Companies Act 2006. The Board may call general meetings whenever and at such times and places as it shall determine.
Subject to the provisions of the U.K. Companies Act 2006, the executive chairman of the Company may also call general
meetings on behalf of the Board. On requisition of members pursuant to the provisions of the U.K. Companies

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Act 2006, the Board shall promptly convene a general meeting in accordance with the requirements of the U.K. Companies
Act 2006.

Subject to the provisions of the U.K. Companies Act 2006, an annual general meeting and all other general meetings shall be
called by at least such minimum period of notice as is prescribed or permitted under the U.K. Companies Act 2006.

All provisions of the Articles relating to general meetings of the Company shall apply, mutatis mutandis, to every separate
general meeting of the holders of any class of shares in the capital of the Company.

C. Material Contracts

New Revolving Credit Facility

On February 27, 2018, Ferroglobe PLC, as borrower (the “Borrower”), certain subsidiaries of Ferroglobe PLC from time to
time party thereto as guarantors, the financial institutions from time to time party thereto as lenders, PNC Bank, National
Association, as administrative agent, issuing lender and swing loan lender, PNC Capital Markets LLC, Citizens Bank,
National Association and BMO Capital Markets Corp., as joint legal arrangers and bookrunners, Citizens Bank, National
Association, as syndication agent, and BMO Capital Markets Corp., as documentation agent entered into the New Revolving
Credit Facility Agreement.

The New Revolving Credit Facility provides for borrowings up to an aggregate principal amount of $250 million to be made
available to the Borrowers in U.S. Dollars. Multicurrency borrowings under the New Revolving Credit Facility will be
available in Euros, Pound Sterling and any other currency approved by the Administrative Agent and all of the Lenders. The
New Revolving Credit Facility contains a sublimit for the issuance of letters of credit in an amount of up to $25 million.
Subject to certain exceptions, loans under the New Revolving Credit Facility may be borrowed, repaid and reborrowed at any
time.

Capitalized terms used but not defined herein have the meanings assigned to them in the New Revolving Credit Facility
Agreement.

Interest rates

At the Borrower’s option, loans under the New Revolving Credit Facility will bear interest based on the Base Rate or the
Euro-Rate (each as defined below).

Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Fed Overnight Bank
Funding Rate, plus fifty basis points (0.50%), (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 100 basis points
(1.00%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such
change occurs. Notwithstanding the foregoing, if the Base Rate as determined in the manner provided for above would be
less than zero percent (0.00%) per annum, such rate shall be deemed to be zero percent (0.00%) per annum for purposes of the
New Credit Facility Agreement.

Euro-Rate shall mean the following: (a) with respect to the U.S. Dollar Loans comprising any Borrowing Tranche to which
the Euro-Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent as
the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at
which U.S. Dollar deposits are offered by leading banks in the London interbank deposit market), rounded upwards, if
necessary, to the nearest 1/100th of 1% per annum (with .005% being rounded up), or the rate which is quoted by another
source selected by the Administrative Agent as an authorized information vendor for the purpose of displaying rates at which
U.S. Dollar deposits are offered by leading banks in the London interbank deposit market at approximately 11:00 a.m.,
London time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant Interbank Market
offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche and having a borrowing date and a
maturity comparable to such Interest Period, in each case which determination shall be conclusive absent manifest error; (b)
with respect to Optional Currency Loans in Euros or British Pounds Sterling comprising any Borrowing Tranche

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for any Interest Period, the interest rate per annum determined by the Administrative Agent as the rate which appears on the
Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which deposits of the relevant
Optional Currency is offered by leading banks in the London interbank deposit market), rounded upwards, if necessary, to
the nearest 1/100th of 1% (with .005% being rounded up) per annum, or the rate which is quoted by another source selected
by the Administrative Agent as an authorized information vendor for the purpose of displaying rates at which such
applicable Optional Currencies are offered by leading banks in the London interbank deposit market at approximately 11:00
a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant Interbank
Market offered rate for deposits in Euros or British Pounds Sterling for an amount comparable to the principal amount of such
Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period. The Administrative
Agent shall give prompt notice to the Borrower of the Euro-Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error; (c) with respect to Optional Currency Loans in any other Optional
Currency, the rate per annum designated with respect to such Optional Currency at the time such Optional Currency is
approved by the Administrative Agent and Lenders pursuant to Section 2.11.2(c) (Requests for Additional Optional
Currencies); or (d) With respect to any Loans available at a Euro-Rate, if at any time, for any reason, the source(s) for the
Euro-Rate described above for the applicable currency or currencies is no longer available, then, subject to the provisions of
Section 4.5 (Termination of LIBOR), the Administrative Agent may determine a comparable replacement rate (or a
replacement rate, plus a spread or margin, in order to attain such comparability) at such time (which determination shall be
conclusive absent manifest error). (e) Notwithstanding the foregoing, if the Euro-Rate as determined in the manner provided
for above would be less than zero percent (0.00%) per annum, such rate shall be deemed to be zero percent (0.00%) per
annum for purposes of the New Revolving Credit Facility Agreement.

Guarantees and security

The obligations of the Borrowers are guaranteed by certain subsidiaries of Ferroglobe. The obligations of the Loan Parties (as
defined in the New Revolving Credit Facility), together with each secured bank product accepted or executed by a Loan
Party, are or will be secured by in particular security interests in certain equity interests of subsidiaries of the Loan Parties and
certain assets of the Loan Parties.

Covenants

The New Revolving Credit Facility contains certain affirmative covenants relating to, among other things: (i) preservation of
existence; (ii) payment of taxes; (iii) continuation of business; (iv) maintenance of insurance on its properties and assets; (v)
maintenance and protection of rights of properties; (vi) visitation rights granted to the Administrative Agent and (vii)
maintain and keep proper books of record and account. The New Revolving Credit Facility also contains certain negative
covenants, relating to, among other things: (i) debt; (ii) liens; (iii) liquidations, mergers or consolidation; (iv) amendment of
organizational documents; (v) restricted payments (including dividends, distributions, issuances of equity interests,
redemptions and repurchases of equity interests); (vi) sale and leaseback transactions and (vii) further negative pledges. In
addition, the New Revolving Credit Facility contains certain maintenance financial covenants, including: (i) Maximum Net
Total Leverage Ratio and (ii) Minimum Interest Coverage Ratio.

Senior Notes due 2022

On February 15, 2017, Ferroglobe and Globe (together, the “Issuers”) issued $350 million aggregate principal amount of
9.375% Senior Notes due 2022 (the “Notes”) pursuant to the Indenture. The interest on the Notes is payable semi-annually
on March 1 and September 1 of each year, commencing on September 1, 2017. At any time prior to March 1, 2019, the Issuers
may redeem all or a portion of the Notes at a redemption price based on a “make-whole” premium. At any time on or after
March 1, 2019, the Issuers may redeem all or a portion of the Notes at redemption prices varying based on the period during
which the redemption occurs. In addition, at any time prior to March 1, 2019, the Issuers may redeem up to 35% of the
aggregate principal amount of the Notes with the net proceeds from certain equity offerings at a redemption price of
109.375% of the principal amount of the Notes, plus accrued and unpaid interest. The Issuers have agreed to pay certain
additional amounts in respect of any withholdings or deductions for certain types of taxes in certain jurisdictions on
payments to holders of the Notes. The Notes are senior unsecured obligations of the Issuers and are guaranteed on a senior
basis by certain subsidiaries of Ferroglobe. The Notes are listed on the Irish Stock Exchange.

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The Indenture contains certain negative covenants restricting, among other things, our ability to: (i) make certain advances,
loans or investments; (ii) incur indebtedness or issue guarantees; (iii) create security; sell, lease, transfer or dispose of assets;
(iv) merge or consolidate with other companies; (v) transfer all or substantially all of our assets; make a substantial change to
the general nature of our business; (vi) pay dividends and make other restricted payments; (vii) create or incur liens;
(viii) agree to limitations on the ability of our subsidiaries to pay dividends or make other distributions; (ix) engage in sales
of assets and subsidiary stock; (x) enter into transactions with affiliates; (xi) amend organizational documents; (xii) enter into
sale-leaseback transactions and (xiii) enter into agreements that contain a negative pledge.

REINDUS Loan

On September 8, 2016, FerroAtlántica, S.A., as borrower, and the Spanish Ministry of Industry, Tourism and Commerce (the
“Ministry”), as lender, entered into two loan agreements under which the Ministry made available to the borrower loans in
aggregate principal amount of €44.9 million and €26.9 million, respectively, in connection with industrial development
projects relating to our solar grade silicon project. See “Item 4.B.—Information on the Company—Business Overview—
Research and Development (R&D)—Solar grade silicon.” The loan of €44.9 million is to be repaid in seven installments over
a 10‑year period with the first three years as a grace period. Interest on outstanding amounts under each loan accrues at an
annual rate of 2.29%. The loan of €26.9 million was repaid in April 2018.

The agreements governing the loans contain the following limitations on the use of the proceeds of the outstanding loan:
(1) the investment of the proceeds must occur between January 1, 2016 and May 23, 2018; (2) the allocation of the proceeds
must adhere to certain approved budget categories; (3) if the final investment cost is lower than the budgeted amount, the
borrower must reimburse the Ministry proportionally; and (4) the borrower must comply with certain statutory restrictions
regarding related party transactions and the procurement of goods and services. The Company is currently seeking an
extension from the Ministry in order to be able to use the proceeds subsequent to May 23, 2018.

Securitization of trade receivables

On July 31, 2017, the Company entered into an accounts receivables securitization program (the “Program”) where trade
receivables held by the Company’s subsidiaries in the US, Canada, Spain and France are sold to a special purpose
‘designated activity company’ domiciled and incorporated in Ireland (the “SPE”). Eligible receivables are sold to the SPE on
an on-going basis at an agreed upon purchase price of approximately 99% of their invoiced amount. Part of the purchase
consideration is funded upfront in cash and part is deferred in the form of senior subordinated and junior subordinated loans
from the selling entities to the SPE. Up to $250,000 thousand of upfront cash consideration can be provided by the SPE
under the Program, financed by ING Bank N.V., as senior lender and Finacity Capital Management Inc., as intermediate
subordinated lender. In respect of trade receivables outstanding at December 31, 2017, the SPE had provided upfront cash
consideration of approximately $166,525 thousand.

The Company is also engaged as master servicer to the SPE whereby the Company is responsible for the cash collection,
reporting and cash application of the sold receivables. As master servicer, the Company earns a fixed management fee and an
additional servicing fee which entitles the Company to a residual interest upon liquidation of the SPE. The additional
servicing fee will only be paid out on liquidation of the SPE and from any excess cash flows remaining after all lenders to the
SPE have been repaid.

Acquisition of Glencore’s European manganese plants in France and Norway

On February 1, 2018, Ferroglobe completed the acquisition from a wholly-owned subsidiary of Glencore International AG
("Glencore") of a 100% interest in Glencore's manganese alloys plants in Mo i Rana (Norway) and Dunkirk (France), after
receiving the necessary regulatory approvals in France, Germany and Poland. The new subsidiaries will be renamed as
Ferroglobe Mangan Norge and Ferroglobe Manganèse France. Ferroglobe has completed the acquisition through its wholly-
owned subsidiary Grupo FerroAtlántica.

The acquisition of the Glencore plants in France and Norway represents a unique opportunity for Ferroglobe to increase its
size in the manganese alloys industry, becoming one of the world's largest producers with over half a million tons of

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sales of ferromanganese and silicomanganese. In 2016, the combined sales of these plants were approximately 160,000 tons
of ferromanganese and 110,000 of silicomanganese. During the same year, Ferroglobe sold approximately 135,000 tons of
ferromanganese and 132,000 tons of silicomanganese.

The integration of the acquired assets will allow Ferroglobe to consolidate a network of manganese alloy plants in Europe, to
diversify its manganese alloy production base and to capture cost improvements through the sharing of best practices and the
optimization of logistics flows. It will also provide significant advantages to our customers as Ferroglobe will be better
positioned to serve multiple locations in a more agile and responsive manner.

Simultaneously with the acquisition, Glencore and Ferroglobe have entered into exclusive agency arrangements for the
marketing of Ferroglobe's manganese alloys worldwide and the procurement of manganese ores to supply Ferroglobe's plants,
in both cases for a period of ten years.

The acquisition price for the two facilities included an up-front payment satisfied on closing plus an earn-out payment,
payable over eight and a half years, based on the annual performance of each of the acquired plants.

The initial accounting for the acquisition is incomplete as at the date these financial statements are authorized for issue. The
acquisition-date fair value of the consideration transferred, the fair value of the assets acquired and liabilities assumed and
the amount of goodwill arising on the acquisition will be disclosed in forthcoming periods.

Other material contracts

See also “Item 7.B.—Major Shareholders and Related Party Transactions—Related Party Transactions.”

D. Exchange Controls

See “Item 3.D.—Key Information—Risk Factors—Risks Related to Our Ordinary Shares.”

E. Taxation.

U.S. federal income taxation

The following is a discussion of the material U.S. federal income tax consequences to U.S. holders (as defined below) of the
ownership and disposition of ordinary shares. The discussion is based on and subject to the Code, the U.S. Treasury
Regulations promulgated thereunder, administrative rulings and court decisions in effect on the date hereof, all of which are
subject to change, possibly with retroactive effect, and to differing interpretations. The discussion applies only to U.S.
holders that acquire ordinary shares in exchange for cash in this offering and hold ordinary shares as “capital assets” within
the meaning of Section 1221 of the Code (generally, property held for investment). The discussion also assumes that we will
not be treated as a U.S. corporation under Section 7874 of the Code. The discussion does not address all aspects of U.S.
federal income taxation that may be relevant to particular U.S. holders in light of their personal circumstances, including any
tax consequences arising under the Medicare contribution tax on net investment income, or to such shareholders subject to
special treatment under the Code, such as:

· banks, thrifts, mutual funds, insurance companies, and other financial institutions,

· real estate investment trusts and regulated investment companies,

· traders in securities who elect to apply a mark-to-market method of accounting,

· brokers or dealers in securities or foreign currency,

· tax-exempt organizations or governmental organizations,

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· individual retirement and other deferred accounts,

· U.S. holders whose functional currency is not the U.S. Dollar,

· U.S. expatriates and former citizens or long-term residents of the United States,

· “passive foreign investment companies,” “controlled foreign corporations,” and corporations that accumulate
earnings to avoid U.S. federal income tax,

· persons subject to the alternative minimum tax,

· shareholders who hold ordinary shares as part of a straddle, hedging, conversion, constructive sale or other risk
reduction transaction,

· “S corporations,” partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax
purposes or other pass-through entities (and investors therein),

· persons that actually or constructively own 10% or more of our voting stock, and

· shareholders who received their ordinary shares through the exercise of employee stock options or otherwise as
compensation or through a tax-qualified retirement plan.

The discussion does not address any non-income tax consequences or any foreign, state or local tax consequences. For
purposes of this discussion, a U.S. holder means a beneficial owner of ordinary shares who is:

· an individual who is a citizen or resident of the United States;

· a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in
the United States or under the laws of the United States or any subdivision thereof, or that is otherwise treated as a
U.S. tax resident under the Code;

· an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its
source; or

· a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the
trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust
has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S.
federal income tax purposes.

If a partnership, including for this purpose any entity that is treated as a partnership for U.S. federal income tax purposes,
holds ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner
and the activities of the partnership. A U.S. holder that is a partnership and the partners in such partnership should consult
their tax advisors about the U.S. federal income tax consequences of the ownership and disposition of ordinary shares.

Prospective purchasers are urged to consult their tax advisors with respect to the U.S. federal income tax consequences to
them of the purchase, ownership and disposition of ordinary shares, as well as the tax consequences to them arising under
U.S. federal tax laws other than those pertaining to income tax (including estate or gift tax laws), state, local and non-U.S. tax
laws, as well as any applicable income tax treaty.

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Dividends and other distributions on ordinary shares

Dividends will generally be taxed as ordinary income to U.S. holders to the extent that they are paid out of our current or
accumulated earnings and profits, as determined under U.S. federal income tax principles. As such, subject to the following
discussion of special rules applicable to PFICs (as defined below) and, assuming that ordinary shares continue to be listed on
NASDAQ and certain holding-period requirements are met, the gross amount of the dividends paid by us to U.S. holders may
be eligible to be taxed at lower rates applicable to dividends paid by a “qualified foreign corporation.” Dividends paid by us
will not qualify for the dividends received deduction under Section 243 of the Code otherwise available to corporate
shareholders. In general, and subject to the discussion below, the dividend income will be treated as foreign source passive
income for U.S. federal foreign tax credit limitation purposes. The rules relating to the determination of the U.S. foreign tax
credit are complex and U.S. holders should consult their tax advisors to determine whether and to what extent a credit would
be available.

To the extent that the amount of any dividend exceeds our current and accumulated earnings and profits for a taxable year,
the excess will first be treated as a tax-free return of capital, causing a reduction in the U.S. holder’s adjusted basis in ordinary
shares. The balance of any excess will be taxed as capital gain, which would be long-term capital gain if the U.S. holder has
held the ordinary shares for more than one year at the time the dividend is received.

It is possible that we are, or at some future time will be, at least 50% owned by U.S. persons. Dividends paid by a foreign
corporation that is at least 50% owned by U.S. persons may be treated as U.S. source income (rather than foreign source
passive income) for foreign tax credit purposes to the extent the foreign corporation has more than an insignificant amount of
U.S. source income. The effect of this rule may be to treat a portion of any dividends paid by us as U.S. source income, which
may limit a U.S. holder’s ability to claim a foreign tax credit with respect to foreign taxes payable or deemed payable in
respect of the dividends or other foreign source passive income. The Code permits a U.S. holder entitled to benefits under the
United Kingdom-United States Income Tax Treaty to elect to treat any dividends paid by us as foreign source income for
foreign tax credit purposes if the dividend income is separated from other income items for purposes of calculating the U.S.
holder’s foreign tax credit with respect to U.K. taxes withheld, if any, on the distribution of such dividend income. U.S.
holders should consult their own tax advisors about the desirability and method of making such an election.

We generally intend to pay dividends in U.S. Dollars. If we were to pay dividends in a foreign currency or other property, the
amount of any such dividend will be the U.S. Dollar value of the foreign currency or other property distributed by us,
calculated, in the case of foreign currency, by reference to the exchange rate on the date the dividend is includible in the U.S.
holder’s income, regardless of whether the payment is in fact converted into U.S. Dollars on the date of receipt. Generally, a
U.S. holder should not recognize any foreign currency gain or loss if the foreign currency is converted into U.S. Dollars on
the date the payment is received. However, any gain or loss resulting from currency exchange fluctuations during the period
from the date the U.S. holder includes the dividend payment in income to the date such U.S. holder actually converts the
payment into U.S. Dollars will be treated as ordinary income or loss. That currency exchange or loss (if any) generally will be
income or loss from U.S. sources for foreign tax credit purposes.

Sale, exchange or other taxable disposition of ordinary shares

Subject to the following discussion of special rules applicable to PFICs, a U.S. holder will generally recognize taxable gain
or loss on the sale, exchange or other taxable disposition of ordinary shares in an amount equal to the difference between the
amount realized on such taxable disposition and the U.S. holder’s tax basis in the ordinary shares. A U.S. holder’s initial tax
basis in ordinary shares generally will equal the cost of such ordinary shares.

The source of any such gain or loss is generally determined by reference to the residence of the holder such that it generally
will be treated as U.S. source income for foreign tax credit limitation purposes in the case of a sale, exchange or other taxable
disposition by a U.S. holder. However, the Code permits a U.S. holder entitled to benefits under the United Kingdom-United
States Income Tax Treaty to elect to treat any gain or loss on the sale, exchange or other taxable disposition of ordinary
shares as foreign source income for foreign tax credit purposes if the gain or loss is sourced outside of the United States under
the United Kingdom-United States Income Tax Treaty and such gain or loss is separated from

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other income items for purposes of calculating the U.S. holder’s foreign tax credit. U.S. holders should consult their own tax
advisors about the desirability and method of making such an election.

Gain or loss realized on the sale, exchange or other taxable disposition of ordinary shares generally will be capital gain or
loss and will be long-term capital gain or loss if the ordinary shares have been held for more than one year. Non-corporate
U.S. holders (including individuals) generally will be subject to U.S. federal income tax on long-term capital gain at
preferential rates. The deduction of capital losses is subject to limitations.

Passive foreign investment company considerations

A foreign corporation is a “passive foreign investment company” (a “PFIC”) if, after the application of certain “look-
through” rules, (1) at least 75% of its gross income is “passive income” as that term is defined in the relevant provisions of
the Code, or (2) at least 50% of the value of its assets (determined on the basis of a quarterly average) produce “passive
income” or are held for the production of “passive income.” The determination as to PFIC status is made annually. If a U.S.
holder is treated as owning PFIC stock, the U.S. holder will be subject to special rules generally intended to reduce or
eliminate the benefit of the deferral of U.S. federal income tax that results from investing in a foreign corporation that does
not distribute all of its earnings on a current basis. These rules may adversely affect the tax treatment to a U.S. holder of
dividends paid by us and of sales, exchanges and other dispositions of ordinary shares, and may result in other adverse U.S.
federal income tax consequences.

We do not expect to be treated as a PFIC for the current taxable year, and we do not expect to become a PFIC in the future.
However, there can be no assurance that the IRS will not successfully challenge this position or that we will not become a
PFIC at some future time as a result of changes in our assets, income or business operations. U.S. holders should consult their
own tax advisors about the determination of our PFIC status and the U.S. federal income tax consequences of holding
ordinary shares if we are considered a PFIC in any taxable year.

Information reporting and backup withholding

In general, information reporting requirements may apply to dividends received by U.S. holders of ordinary shares and the
proceeds received on the disposition of ordinary shares effected within the United States (and, in certain cases, outside the
United States), paid to U.S. holders other than certain exempt recipients (such as corporations). Backup withholding may
apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number (generally on an IRS
Form W‑9) or is otherwise subject to backup withholding. The amount of any backup withholding from a payment to a U.S.
holder will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided that the
required information is timely furnished to the IRS.

Individuals that own “specified foreign financial assets” with an aggregate value of more than $50 thousand (or higher
threshold for some married individuals and individuals living abroad) may be required to file an information report (IRS
Form 8938) with respect to such assets with their tax returns. Ordinary shares generally will constitute specified foreign
financial assets subject to these reporting requirements, unless the ordinary shares are held in an account at a financial
institution (which, in the case of a foreign financial account, may also be subject to reporting). Additionally, under recently
finalized regulations, a domestic corporation, domestic partnership, or trust (as described in Section 7701(a)(30)(E) of the
Code) which is formed or availed of for purposes of holding, directly or indirectly, specified foreign financial assets may be
treated as an individual for purposes of these rules. U.S. holders should consult their own tax advisors regarding information
reporting requirements relating to their ownership of ordinary shares, and the significant penalties to which they may be
subject for failure to comply.

United Kingdom taxation

The following paragraphs are intended as a general guide to current U.K. tax law and HM Revenue & Customs published
practice applying as at the date of this annual report (both of which are subject to change at any time, possibly with
retrospective effect) relating to the holding of ordinary shares. They do not constitute legal or tax advice and do not purport
to be a complete analysis of all U.K. tax considerations relating to the holding of ordinary shares. They relate only to

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persons who are absolute beneficial owners of ordinary shares (and where the ordinary shares are not held through an
Individual Savings Account or a Self-Invested Personal Pension) and who are resident for tax purposes in (and only in) the
U.K. (except to the extent that the position of non-U.K. resident persons is expressly referred to).

These paragraphs may not relate to certain classes of holders of ordinary shares, such as (but not limited to):

· persons who are connected with the Company;

· insurance companies;

· charities;

· collective investment schemes;

· pension schemes;

· brokers or dealers in securities or persons who hold ordinary shares otherwise than as an investment;

· persons who have (or are deemed to have) acquired their ordinary shares by virtue of an office or employment or who
are or have been officers or employees of the Company or any of its affiliates; and

· individuals who are subject to U.K. taxation on a remittance basis.

These paragraphs do not describe all of the circumstances in which holders of ordinary shares may benefit from an exemption
or relief from U.K. taxation. It is recommended that all holders of ordinary shares obtain their own tax advice. In particular,
non-U.K. resident or domiciled persons are advised to consider the potential impact of any relevant double tax agreements.

Dividends

Withholding tax

Dividends paid by the Company will not be subject to any withholding or deduction for or on account of U.K. tax,
irrespective of the residence or particular circumstances of the shareholders.

Income tax

An individual holder of ordinary shares who is resident for tax purposes in the U.K. may, depending on his or her particular
circumstances, be subject to U.K. tax on dividends received from the Company. An individual holder of ordinary shares who
is not resident for tax purposes in the U.K. should not be chargeable to U.K. income tax on dividends received from the
Company unless he or she carries on (whether solely or in partnership) any trade, profession or vocation in the U.K. through a
branch or agency to which the ordinary shares are attributable (subject to certain exceptions for trading through independent
agents, such as some brokers and investment managers).

A nil rate of income tax will currently apply to the first £5 thousand of dividend income received by an individual
shareholder in a tax year (the “Nil Rate Amount”), regardless of what tax rate would otherwise apply to that dividend income.
Any dividend income received by an individual shareholder in a tax year in excess of the Nil Rate Amount will be subject to
income tax at dividend rates determined by thresholds of income, as follows:

· at the rate of 7.5%, to the extent that the relevant dividend income falls below the threshold for the higher rate of
income tax;

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· at the rate of 32.5%, to the extent that the relevant dividend income falls above the threshold for the higher rate of
income tax but below the threshold for the additional rate of income tax; and

· at the rate of 38.1%, to the extent that the relevant dividend income falls above the threshold for the additional rate
of income tax.

Dividend income that is within the dividend Nil Rate Amount counts towards an individual’s basic or higher rate limits, and
will therefore potentially affect the level of savings allowance to which an individual is entitled, and the rate of tax that is
due on any dividend income in excess of the Nil Rate Amount. In calculating into which tax band any dividend income over
the nil rate falls, savings and dividend income are treated as the highest part of an individual’s income. Where an individual
has both savings and dividend income, the dividend income is treated as the top slice.

Corporation tax

Corporate holders of ordinary shares which are resident for tax purposes in the U.K. should not be subject to U.K. corporation
tax on any dividend received from the Company so long as the dividends qualify for exemption (as is likely) and certain
conditions are met (including anti-avoidance conditions).

Chargeable gains

A disposal of ordinary shares by a shareholder resident for tax purposes in the U.K. may, depending on the shareholder’s
circumstances and subject to any available exemptions or reliefs, give rise to a chargeable gain or an allowable loss for the
purposes of U.K. capital gains tax and corporation tax on chargeable gains.

If an individual holder of ordinary shares who is subject to U.K. income tax at either the higher or the additional rate becomes
liable to U.K. capital gains tax on the disposal of ordinary shares, the applicable rate will be 20% (2017/18). For an
individual holder of ordinary shares who is subject to U.K. income tax at the basic rate and liable to U.K. capital gains tax on
such disposal, the applicable rate would be 10% (2017/18), save to the extent that any capital gains exceed the unused basic
rate tax band. In that case, the rate applicable to the excess would be 20% (2017/18). No indexation allowance will be
available to an individual holder of ordinary shares in respect of any disposal of such shares. However, the capital gains tax
annual exempt amount (which is £11,300 for individuals (2017/18)) may be available to exempt any chargeable gain, to the
extent that the exemption has not already been utilized.

If a corporate holder of ordinary shares becomes liable to U.K. corporation tax on the disposal of ordinary shares, the main
rate of U.K. corporation tax (currently 19%) would apply. An indexation allowance may be available to such a holder to give
an additional deduction based on the indexation of its base cost in the shares by reference to U.K. retail price inflation over
its holding period. An indexation allowance can only reduce a gain on a future disposal, and cannot create a loss.

A holder of ordinary shares which is not resident for tax purposes in the U.K. should not normally be liable to U.K. capital
gains tax or corporation tax on chargeable gains on a disposal of ordinary shares. However, an individual holder of ordinary
shares who has ceased to be resident for tax purposes in the U.K. for a period of less than five years and who disposes of
ordinary shares during that period may be liable on his or her return to the U.K. to U.K. tax on any capital gain realized
(subject to any available exemption or relief).

Stamp duty and Stamp Duty Reserve Tax (“SDRT”)

The discussion below relates to holders of ordinary shares wherever resident.

Transfers of ordinary shares within a clearance service or depositary receipt system should not give rise to a liability to U.K.
stamp duty or SDRT, provided that no instrument of transfer is entered into and that no election that applies to the ordinary
shares is, or has been, made by the clearance service or depositary receipt system under Section 97A of the U.K. Finance Act
1986.

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Transfers of ordinary shares within a clearance service where an election has been made by the clearance service under
Section 97A of the U.K. Finance Act 1986 will generally be subject to SDRT (rather than U.K. stamp duty) at the rate of 0.5%
of the amount or value of the consideration.

Transfers of ordinary shares that are held in certificated form will generally be subject to U.K. stamp duty at the rate of 0.5%
of the consideration given (rounded up to the nearest £5). An exemption from U.K. stamp duty is available for a written
instrument transferring an interest in ordinary shares where the amount or value of the consideration is £1,000 or less, and it
is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series
of transactions for which the aggregate consideration exceeds £1,000. SDRT may be payable on an agreement to transfer
such ordinary shares, generally at the rate of 0.5% of the consideration given in money or money’s worth under the
agreement to transfer the ordinary shares. This charge to SDRT would be discharged if an instrument of transfer is executed
pursuant to the agreement which gave rise to SDRT and U.K. stamp duty is duly paid on the instrument transferring the
ordinary shares within six years of the date on which the agreement was made or, if the agreement was conditional, the date
on which the agreement became unconditional. The stamp duty would be duly accounted for if it is paid, an appropriate
relief is claimed or the instrument is otherwise certified as exempt.

If ordinary shares (or interests therein) are subsequently transferred into a clearance service or depositary receipt system, U.K.
stamp duty or SDRT will generally be payable at the rate of 1.5% of the amount or value of the consideration given (rounded
up in the case of U.K. stamp duty to the nearest £5) or, in certain circumstances, the value of the shares (save to the extent that
an election has been made under Section 97A of the U.K. Finance Act 1986). This liability for U.K. stamp duty or SDRT will
strictly be accountable by the clearance service or depositary receipt system, as the case may be, but will, in practice,
generally be reimbursed by participants in the clearance service or depositary receipt system.

F. Dividends and Paying Agents.

Not applicable.

G. Statements by Experts.

Not applicable.

H. Documents on Display.

We previously filed with the SEC our registration statement on Form F‑1 on March 15, 2016 with file number 333‑209595.

We have filed this annual report on Form 20‑F with the SEC under the U.S. Exchange Act. Statements made in this annual
report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed
as an exhibit to this annual report, reference is made to the exhibit for a more complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety by such reference.

We are subject to the informational requirements of the U.S. Exchange Act and file reports and other information with the
SEC. Reports and other information which we filed with the SEC, including this annual report on Form 20‑F, may be
inspected and copied at the public reference room of the SEC at 450 Fifth Street N.W., Washington D.C. 20549.

You can also obtain copies of this annual report on Form 20‑F by mail from the Public Reference Section of the Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. Additionally, copies of this
material may be obtained from the SEC’s Internet site at http://www.sec.gov. The Commission’s telephone number is
1‑800‑SEC‑0330.

As a foreign private issuer, we are exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content
of proxy statements and will not be required to file proxy statements with the SEC, and its officers, directors and principal
shareholders will be exempt from the reporting and “short swing” profit recovery provisions contained in Section 16 of the
U.S. Exchange Act.

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I. Subsidiary Information.

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Ferroglobe operates in an international and cyclical industry which exposes it to a variety of financial risks such as currency
risk, liquidity risk, interest rate risk, credit risk and risks relating to the price of finished goods, raw materials and power.

The Company’s management model aims to minimize the potential adverse impact of such risks upon the Company’s
financial performance. Risk is managed by the Company’s executive management, supported by the Risk Management,
Treasury and Finance functions. The risk management process includes identifying and evaluating financial risks in
conjunction with the Company’s operations and quantifying them by project, region and subsidiary. Management provides
written policies for global risk management, as well as for specific areas such as foreign currency risk, credit risk, interest rate
risk, liquidity risk, the use of hedging instruments and derivatives, and investment of surplus liquidity. Ferroglobe does not
speculatively enter into or trade derivatives.

Market risk

Market risk is the risk that the Company’s future cash flows or the fair value of its financial instruments will fluctuate because
of changes in market prices. The primary market risks to which the Company is exposed comprise foreign currency risk,
interest rate risk and risks related to prices of finished goods, raw materials (principally coal and manganese ore) and power.

Foreign exchange rate risk

Ferroglobe generates sales revenue and incurs operating costs in various currencies. The prices of finished goods are to a
large extent determined in international markets, primarily in US dollars and Euros. Foreign currency risk is partly mitigated
by the generation of sales revenue, the purchase of raw materials and other operating costs being denominated in the same
currencies. Although it has done so on occasions in the past, and may decide to do so in the future, the Company does not
generally enter into foreign currency derivatives in relation to its operating cash flows.

Foreign currency swaps in relation to trade receivables and trade payables

The proportion of foreign currency accounts receivable and accounts payable for which foreign currency swaps had been
arranged were as follows at December 31:

2017 2016
Percentage of accounts receivable in foreign currencies for which currency swaps have been
arranged —% 13.7 %
Percentage of accounts payable in foreign currencies for which currency swaps have been
arranged —% 2.5 %

At December 31, 2017, the Company has no foreign currency swaps in place in respect of foreign currency accounts
receivable and accounts payable. The fair value of outstanding foreign currency swaps at December 31, 2016, was €(0.8)
million.

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The sensitivity of the Company’s profit or loss to the impact of changes in the foreign exchange rates on its foreign currency
swaps is as follows:

Sensitivity to the EUR/USD exchange rate 2017 2016

+10% (appreciation of the Euro) — 2.5
-10% (depreciation of the Euro) — (2.5)

Notes and cross currency swap

In February 2017, the Company completed a restructuring of its finances which included the issue of $350,000 thousand
9.375% senior notes due 2022 and the repayment of certain existing indebtedness denominated in a number of currencies
across its subsidiaries. The Company is exposed to foreign exchange risk as the interest and principal of the Notes is payable
in US dollars, whereas its operations principally generate a combination of US dollar and Euro cash flows. Following
approval by the Board, the Company entered into a cross-currency interest rate swap (the “CCS”) to exchange 55% of the
principal and interest payments due in US dollars for principal and interest payments in Euros. Under the CCS, on a semi-
annual basis the Company will receive interest of 9.375% on a notional of $192,500 thousand and pay interest of 8.062% on
a notional of €176,638 thousand and it will exchange these Euro and US dollar notional amounts at maturity of the Notes in
2022. The timing of payments of interest and principal under the CCS coincide exactly with those of the Notes. The fair
value of the CCS at December 31, 2017 was a liability of $33,648 thousand.

The Parent Company, which has a Euro functional currency, has designated $150,000 thousand of the notional amount of the
CCS as a cash flow hedge of the variability of the Euro functional currency equivalents of the future US dollar cash flows of
$150,000 thousand of the principal amount of the Notes. The remaining $42,500 thousand of the notional amount of the
CCS is not designated as a cash flow hedge and is accounted for at fair value through profit or loss. The Company has
performed a sensitivity analysis that indicates that if the Euro was to strengthen (weaken) against the US Dollar by 10% it
would record a loss (gain) of $5,831 thousand in respect of the portion of the CCS accounted for at fair value through profit
or loss.

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Interest rate risk

Ferroglobe is exposed to interest rate risk in respect of its financial liabilities that bear interest at floating rates. These
primarily comprise credit facilities and obligations under finance leases related to hydroelectrical installations.

At December 31, the Company’s interest-bearing financial liabilities were as follows:

2017
Fixed rate Floating rate Total
US$'000 US$'000 US$'000
Bank borrowings — 1,003 1,003
Obligations under finance leases — 82,633 82,633
Debt instruments 350,270 — 350,270
Other financial liabilities (*) 86,238 13,153 99,391
436,508 96,789 533,297

(*) Other financial liabilities comprise loans from government agencies and exclude derivative financial instruments.

2016
Fixed rate Floating rate Total
US$'000 US$'000 US$'000
Bank borrowings — 421,291 421,291
Obligations under finance leases (*) — 5,237 5,237
Debt instruments — — —
Other financial liabilities (**) 75,797 11,563 87,360
75,797 438,091 513,888

(*) At December 31, 2016, obligations under finances leases of $81,383 thousand relating to the Spanish energy business were separately
presented in the statement of financial position as part of a disposal group held for sale.
(**) Other financial liabilities comprise loans from government agencies and exclude derivative financial instruments.

The Company’s finance leases related to its Spanish hydroelectrical installations bear interest at a floating rate tied to
EURIBOR. Prior to the Business Combination, the Company entered into interest rate swaps to fix the interest payable in
respect of these lease obligations. During the year ended December 31, 2017, the Company did not enter into any new
interest rate derivatives. The market value of the Company’s interest rate swap derivatives at December 31, 2017 was $4,392
thousand, compared to $6,275 thousand at December 31, 2016.

In respect of the above financial liabilities, at December 31, 2017, the Company had floating to fixed interest rate swaps in
place covering 83% of its exposure to floating interest rates (2016: 3%). The increase in the proportion of floating rate
financial liabilities covered by interest rate swaps reflects that in February 2017 the Company completed a comprehensive
refinancing, replacing floating rate debt with fixed rate debt, and that at December 31, 2016, the Company’s obligations
under finance leases related to the Spanish energy business and related interest rate swaps were separately classified on the
balance sheet as part of a disposal group held for sale.

At December 31, 2017, given that the majority of the Company’s interest-bearing financial liabilities are at fixed interest
rates and that the Company has interest rate swaps in place in respect of substantially all of its obligations under finance
leases, management do not consider that there are reasonably possible changes in interest rates that would have a material
impact on the Company’s profitability.

At December 31, 2016, the Company performed a sensitivity analysis for floating rate financial liabilities that, taking into
consideration the refinancing that occurred in February 2017, indicated that an increase of 1% in interest rates would have
given rise to additional borrowing costs of $1.8 million in 2017.

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Credit risk

Credit risk refers to the risk that a customer or counterparty will default on its contractual obligations resulting in financial
loss. The Company’s main credit risk exposure relates to the following financial assets:

· trade and other receivables; and

· loans and receivables (other financial assets) arising from the Company’s accounts receivable securitization
program.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. The
Company has established policies, procedures and controls relating to customer credit risk management. Ongoing credit
evaluation is performed on the financial condition of accounts receivable and, where appropriate, the Company insures its
trade receivables with reputable credit insurance companies.

Since August 2017, the Company has sold substantially all of the trade receivables generated by its subsidiaries in the U.S.,
Canada, Spain and France to an accounts receivable securitization program. This has enabled it to monetize these assets
earlier than it did previously and significantly reduce working capital.

Liquidity risk

The purpose of the Company’s liquidity and financing policy is to ensure that the Company keeps sufficient funds available
to meet its financial obligations as they fall due. The Company’s main sources of financing are as follows:

· $350,000 thousand 9.375% senior notes due 2022. The proceeds from the Notes, issued by Ferroglobe and
Globe in February 2017, were primarily used to repay certain existing indebtedness of the Parent Company and
its subsidiaries. Interest is payable semi-annually on March 1 and September 1 of each year. If Ferroglobe
experiences a change of control, the Company is required to offer to redeem the Notes at 101% of their principal
amount

· $200,000 thousand Amended Revolving Credit Facility. Loans under the Amended Revolving Credit Facility
may be borrowed, repaid and reborrowed until the maturity of the facility in August 2018. Borrowings are
available to be used to provide for the working capital and general corporate requirements of the Parent
Company and its subsidiaries (including permitted acquisitions and permitted capital expenditures). At
December 31, 2017 the full amount of the facility was available for drawdown. Subsequent to year-end, the
facility was replaced by a new $250,000 thousand revolving credit facility maturing in February 2021.

· Hydroelectric finance lease. In May 2012, the Company entered into a sale and leaseback agreement with
respect to certain hydroelectric assets in Spain. The lease payments are due in 120 installments from May 2012
to maturity in May 2022.

To ensure that there are sufficient funds available for the Company to repay its financial obligations as they fall due,
each year the Company’s Financial Planning and Analysis department prepares a financial budget that is approved by the
Board of Directors and details all financing needs and how such financing will be provided. The budget projects the funds
necessary for the most significant cash requirements, such as prepayments for capital expenditures, debt repayments and,
where applicable, working capital requirements.

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

A. Debt Securities.

Not applicable.

B. Warrants and Rights.

Not applicable.

C. Other Securities.

Not applicable.

D. American Depositary Shares.

Not applicable.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.

None of these events occurred in any of the years ended December 31, 2017, 2016 and 2015.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES.

A. Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures, as defined in Rules 13a‑15(e) and 15d‑15(e) of the U.S. Exchange Act, that
are designed to ensure that information required to be disclosed by the Company in reports that we file or submit under the
U.S. Exchange Act is (i) recorded, processed, summarized and reported within the time period specified in the SEC’s rules and
forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer (principal
executive officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow timely decisions regarding
required disclosure. Disclosure controls and procedures, no matter how well designed, can provide only reasonable assurance
of achieving the desired control objectives.

Our principal executive officer and principal financial officer have conducted an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, they
have concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were
not effective due to the existence of material weaknesses, as described below under “Management’s annual report on internal
control over financial reporting.”

While management corrected significant misstatements identified in our consolidated financial statements for the year ended
December 31, 2017, we concluded that these control deficiencies constitute material weaknesses in our control environment
in our legacy administration office in Spain and certain other aggregated control activities described below. and that, our
internal control over financial reporting was not effective as of December 31, 2017. Notwithstanding the material weaknesses
in our internal control over financial reporting described below, management has concluded that the consolidated financial
statements included in this annual report fairly present in all material respects our financial condition, results of operations
and cash flows for the periods presented. Management is actively engaged in the planning for, and implementation of,
remediation efforts to address the material weaknesses, as detailed below.

B. Management’s annual report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in
Rules 13a‑15(f) and 15d‑15(f) of the U.S. Exchange Act. Our internal control over financial reporting is designed by
management to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair
presentation of our published consolidated financial statements.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management
conducted an assessment of the effectiveness of our internal control over financial reporting as of the end of the period
covered by this annual report based on criteria established in the Internal Control—Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on those criteria, management
concluded that, as of the end of the period covered by this annual report, our internal control over financial reporting is not
effective due to the existence of the material weaknesses described below.

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Material weaknesses in internal control over financial reporting

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be
prevented or detected on a timely basis. In connection with the preparation of the consolidated financial statements as of and
for the year ended December 31, 2017, management identified material weaknesses in our internal control over financial
reporting, which we are in the process of remediating, as described below.

Control Activities

We did not design and implement effective control activities based on the criteria established in the COSO framework. We
have identified deficiencies in the principles associated with the control activities component of the COSO framework.
Specifically, these control deficiencies constitute a material weakness in the aggregate, relating to: (i) selecting and
developing control activities and information technology that contribute to the mitigation of risks and support achievement
of objectives and (ii) deploying control activities through policies that establish what is expected and procedures that put
policies into action.

We have identified a significant number of deficiencies in the design and the operating effectiveness of our internal controls,
which included (i) an error in the posting of a material asset valuation adjustment, in respect of our Biological Assets, to
equity in a subsidiaries financial reporting, which was not identified by our internal controls, (ii) other deficiencies in the
controls over the financial closing and reporting process with the potential for material accounting errors in the financial
statements and disclosures; and (iii) deficiencies in controls over revenue in respect of inadequate controls over manual
invoicing and timely and proper completion of revenue recognition cut-off controls . The material aggregation of internal
control deficiencies resulted in our conclusion of a material weakness in the control activities component of the COSO
framework.

Control Environment

We did not maintain an effective control environment based on the criteria established in the COSO framework. We have
identified deficiencies in the control environment associated with the principles of the COSO framework. Specifically, these
control deficiencies constitute a material weakness, relating to our legacy administration office in Spain, responsible for
internal control over financial reporting of FerroAtlántica and its subsidiaries:

The following were contributing factors to the material weakness in that control environment:

· We did not maintain an effective control environment to enable the identification and mitigation of risks of material
accounting errors, having identified a significant number of deficiencies in control activities in that location
included in the above.

· Finance management in that location did not ensure that; (i) there were adequate processes for oversight; (ii) there
was accountability for the performance of internal control over financial reporting responsibilities; (iii) identified
issues and concerns were raised to appropriate levels within our organization; and (iv) corrective activities were
appropriately applied, prioritized, and implemented in a timely manner.

Attestation report of the registered public accounting firm

The report of Deloitte, S.L., our Independent Registered Public Accounting Firm, on our internal control over financial
reporting is included herein.

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Remediation of material weaknesses in internal control over financial reporting for 2017

The following, remediation efforts are underway to address the material weaknesses identified in 2017.

Control Activities

· Controls over financial closing and reporting will be improved through increased automation of the consolidation
process and strengthening of the finance team.

· Manual invoicing controls have been addressed through ensuring there is additional review of invoices raised and
will be further addressed through automated workflow approval processes.

· Revenue recognition controls are being simplified through improvement of period end revenue reporting.

Control Environment
· Strengthened oversight will be established from our finance management in our UK head office with formal
quarterly reviews of internal control over financial reporting to be held on site in Madrid.

· The Internal Audit function led by the Director of Internal Audit is working with our legacy administration office in
Spain, to fully remediate all identified deficiencies including introduction of mitigating controls where necessary.

Changes in internal control over financial reporting

Management has taken the following actions to address the material weaknesses identified in 2016;
· Management has conducted a formal training program at each of our FerroAtlántica subsidiaries with all employees
responsible for our internal controls to ensure they have an appropriate level of knowledge of and experience with
those controls, specifically, those relating to monitoring, evaluation and accountability, to execute their control
responsibilities.

· Management has communicated to all employees the need for effective internal control over financial reporting and
has met in person with process owners to reinforce the purpose and importance of controls, review and analyze the
identified deficiencies, and promote top-down ownership and accountability over the control environment. This will
be reinforced in our legacy administration office in Spain.

· Management engaged external consultants to review and update our internal control processes to ensure that we
have the appropriate internal controls in place.

· Management has recruited a Director of Internal Audit who is establishing mechanisms to monitor and evaluate the
operating effectiveness of internal controls and ensure execution of proper corrective actions to address any
identified control issues in a timely manner. The Director reports directly to the Audit Committee.

· Management implemented new controls in the revenue process, including specific controls addressing revenue
recognition related to cut-off. Management assigned a new control owner to review quarter-end sales, verifying that
revenue is recognized in the proper period in accordance with the contracted sales terms.

Management believes the measures described above, have significantly improved the control environment and strengthened
our internal control over financial reporting during 2017. Further work is required, in particular, to strengthen the
environment in our legacy administration office in Spain. Management continues to evaluate and work to improve our
internal control over financial reporting, we may decide to take additional measures to address control deficiencies or
determine to modify, or, in appropriate circumstances, not to complete, certain of the remediation measures described above.

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ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.

See “Item 6.C.—Directors, Senior Management and Employees—Board Practices—Committees of board of directors—Audit
Committee.” Our Board of Directors has determined that Mr. Greger Hamilton qualifies as an “audit committee financial
expert” under applicable SEC rules.

ITEM 16B. CODE OF ETHICS.

Our Board of Directors has adopted a Code of Conduct for our employees, officers and directors to govern their relations with
current and potential customers, fellow employees, competitors, government and regulatory agencies, the media, and anyone
else with whom Ferroglobe PLC has contact. Our Code of Conduct is publicly available on our website at
www.ferroglobe.com.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table provides information on the aggregate fees billed by our principal accountant Deloitte or by other firms,
to Ferroglobe PLC, classified by type of service rendered for the periods indicated, in thousands of U.S. Dollars:

($ thousands) 2017 2016

Audit Fees 4,854 4,805
Audit-Related Fees 507 164
Tax Fees 91 284
All Other Fees — 17
Total 5,452 5,270

Audit Fees are the aggregate fees billed for professional services in connection with the audit of our consolidated annual
financial statements and statutory audits of our subsidiaries’ financial statements under the rules in which our subsidiaries are
organized. Also included are quarterly limited reviews, audits of non-recurring transactions, consents and any audit services
required for SEC or other regulatory filings.

Audit-Related Fees are fees charged for assurance and related services that are reasonably related to the performance of the
audit or review of our financial statements, and are not restricted to those that can only be provided by the auditor signing
the audit report. This category comprises fees billed for comfort letters and agreed upon procedures for grants and other
financial compliance.

Tax Fees are fees billed for tax compliance, tax review and tax advice on actual or contemplated transactions.

All Other Fees comprises fees billed in relation to financial advisory services and other services not accounted for under other
categories.

Audit Committee’s policy on pre-approval of audit and permissible non-audit services of the independent auditor

Subject to shareholder approval of the independent auditor, the Audit Committee has the sole authority to appoint, retain or
replace the independent auditor. The Audit Committee is also directly responsible for the compensation and oversight of the
work of the independent auditor. These policies generally provide that we will not engage our independent auditors to render
audit or non-audit services unless the service is specifically approved in advance by the Audit Committee. The Audit
Committee’s pre-approval policy, which covers audit and non-audit services provided to us or to any of our subsidiaries, is as
follows:

· The Audit Committee shall review and approve in advance the annual plan and scope of work of the independent
external auditor, including staffing of the audit, and shall (i) review with the independent external auditor any

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audit-related concerns and management’s response and (ii) confirm that any examination is performed in accordance
with the relevant accounting standards.

· The Audit Committee shall pre-approve all audit services and all permitted non-audit services (including the fees
and terms thereof) to be performed for us by the independent auditors, to the extent required by law. The Audit
Committee may delegate to one or more Committee members the authority to grant pre-approvals for audit and
permitted non-audit services to be performed for us by the independent auditor, provided that decisions of such
members to grant pre-approvals shall be presented to the full Audit Committee at its next regularly scheduled
meeting.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE.

As a “foreign private issuer,” as defined by the SEC, although we are permitted to follow certain corporate governance
practices of England and Wales, instead of those otherwise required under NASDAQ rules for domestic issuers, we intend to
follow the NASDAQ corporate governance rules applicable to foreign private issuers. While we voluntarily follow most
NASDAQ corporate governance rules, we intend to take advantage of the following limited exemptions:

· Exemption from filing quarterly reports on Form 10‑Q or providing current reports on Form 8‑K disclosing
significant events within four days of their occurrence.

· Exemption from Section 16 rules regarding sales of ordinary shares by insiders, which will provide less data in this
regard than shareholders of U.S. companies that are subject to the U.S. Exchange Act.

· Exemption from the NASDAQ rules applicable to domestic issuers requiring disclosure within four business days of
any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we
will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in
the NASDAQ rules, as permitted by the foreign private issuer exemption.

· Exemption from the requirement that our Board have a compensation committee that is composed entirely of
independent directors with a written charter addressing the committee’s purpose and responsibilities. Currently, our
Compensation Committee is composed entirely of independent directors, but we are not certain at this time that we
would not take advantage of this exception in the future;

· Exemption from the requirements that director nominees are selected, or recommended for selection by our Board,
either by (1) independent directors constituting a majority of our Board’s independent directors in a vote in which
only independent directors participate, or (2) a nominations committee composed solely of independent directors,
and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.

Furthermore, NASDAQ Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on home country corporate
governance practices in lieu of certain of the rules in the NASDAQ Rule 5600 Series and Rule 5250(d), provided

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that we nevertheless comply with NASDAQ’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights
requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee
members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). Although we are permitted to follow certain
corporate governance rules that conform to England and Wales requirements in lieu of many of the NASDAQ corporate
governance rules, we intend to comply with the NASDAQ corporate governance rules applicable to foreign private issuers.
Accordingly, our shareholders will not have the same protections afforded to stockholders of companies that are subject to all
of the corporate governance requirements of NASDAQ. We may utilize these exemptions for as long as we continue to
qualify as a “controlled company” and foreign private issuer.

For additional information see “Item 6.C.—Directors, Senior Management and Employees—Board Practices.”

ITEM 16H. MINE SAFETY DISCLOSURE

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-
Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 16.1 to this annual report.

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PART III

ITEM 17. FINANCIAL STATEMENTS.

We have elected to provide financial statements pursuant to Item 18.

ITEM 18. FINANCIAL STATEMENTS.

Our Consolidated Financial Statements are included at the end of this annual report.

ITEM 19. EXHIBITS.

Exhibit No. Exhibit Description

1.1 Articles of Association of Ferroglobe PLC, dated as of October 26, 2017)

3.1 Amended and Restated Shareholder Agreement, dated as of November 21, 2017, between Grupo VM and
Ferroglobe

3.2 Amendment No. 1, dated January 23, 2018, to the Grupo VM Shareholder Agreement, between Grupo VM and
Ferroglobe

3.3 Shareholder Agreement, dated as of December 23, 2015, between Alan Kestenbaum, certain of his affiliates and
Ferroglobe (incorporated by reference to Exhibit 4.3 to the registration statement on Form F‑1 filed by the
Company on February 18, 2016)

4.1 Amended and Restated Business Combination Agreement, dated as of May 5, 2015, by and between Globe,
Grupo VM, FerroAtlántica, Ferroglobe and Merger Sub (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8‑K filed by Globe with the SEC on May 6, 2015)

4.2 Letter Agreement, dated November 11, 2015, by and among Globe, Grupo VM, FerroAtlántica, Ferroglobe and
Merger Sub (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8‑K filed by Globe with
the SEC on November 12, 2015)

4.3 First Amendment to Amended and Restated Business Combination Agreement, dated September 10, 2015
(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8‑K filed by Globe with the SEC on
September 11, 2015)

4.4 Credit Agreement, dated as of August 20, 2013, among Globe, certain subsidiaries of Globe from time to time
party thereto, Citizens Bank of Pennsylvania as Administrative Agent and L/C issuer, RBS Citizens, N.A., PNC
Bank, National Association and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Runners,
PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Syndication Agents, and
BBVA Compass Bank, as Documentation Agent, and the other lenders party thereto (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8‑K filed by Globe with the SEC on August 21, 2013)

4.5 First Amendment to Credit Agreement and Waiver, dated as of February 11, 2016, by and among Globe, certain
subsidiaries of Globe party thereto, the various financial institutions from time to time party thereto and
Citizens Bank of Pennsylvania, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the
registration statement on Form F‑1 filed by the Company on February 18, 2016)

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Exhibit No. Exhibit Description

4.6 Second Amendment to Credit Agreement and Limited Waiver Agreement, dated as of December 21, 2016, by
and among Globe, certain subsidiaries of Globe party thereto, the various financial institutions from time to
time party thereto and Citizens Bank of Pennsylvania, as Administrative Agent (incorporated by reference to
Exhibit 4.6 to the annual report on Form 20-F filed by the Company on May 1, 2017)

4.7 Third Amendment to Credit Agreement, dated as of February 15, 2017, by and among Ferroglobe, Globe,
certain subsidiaries of Ferroglobe party thereto, the subsidiary guarantors party thereto, the various financial
institutions from time to time party thereto and Citizens Bank of Pennsylvania, as Administrative Agent
(incorporated by reference to Exhibit 4.7 to the annual report on Form 20-F filed by the Company on May 1,
2017)

4.8 Credit Agreement, dated as of February 27, 2018, among Ferroglobe plc, as borrower, the guarantors party
thereto, the lenders party thereto, PNC Bank, National Association, as Administrative Agent, PNC Bank,
National Association, as Issuing Lender and Swing Loan Lender, PNC Capital Markets LLC, Citizens Bank,
National Association and BMO Capital Markets Corp., as Joint Legal Arrangers and Bookrunners, Citizens
Bank, National Association, as Syndication Agent, and BMO Capital Markets Corp., as Documentation Agent

4.9† Employment Agreement, dated January 27, 2011, between Globe and Alan Kestenbaum (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10‑Q filed by Globe with the SEC on May 12, 2011)

4.10† Amendment, dated February 22, 2015, to the Employment Agreement, dated January 27, 2011, between Globe
and Alan Kestenbaum (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K filed by
Globe with the SEC on February 23, 2015)

4.11† Service Agreement, dated June 21, 2016, between Ferroglobe and Javier López Madrid (incorporated by
reference to Exhibit 4.10 to the annual report on Form 20-F filed by the Company on May 1, 2017)

4.12† Amendment, dated February 7, 2017, to the Service Agreement, dated June 21, 2016, between Ferroglobe and
Javier López Madrid (incorporated by reference to Exhibit 4.11 to the annual report on Form 20-F filed by the
Company on May 1, 2017)

4.13† Service Agreement, dated June 21, 2016, between Ferroglobe and Pedro Larrea Paguaga

4.14† 2016 Equity Incentive Plan

4.15† 2006 Employee, Director and Consultant Stock Plan (incorporated by reference to Exhibit 10.1 to the
Registration Statement on Form S‑1 filed by Globe with the SEC on July 25, 2008)

4.16† Amendments to 2006 Employee, Director and Consultant Stock Plan (incorporated by reference to Exhibit 10.3
to the Quarterly Report on Form 10‑Q filed by Globe with the SEC on February 11, 2011)

4.17† 2010 Annual Executive Bonus Plan (incorporated by reference to Exhibit 10.15 to the Annual Report on
Form 10‑K filed by Globe with the SEC on September 28, 2010)

4.18† 2011 Annual Executive Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10‑Q filed by Globe with the SEC on May 12, 2011)

4.19† 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit B to Globe’s Proxy Statement filed on
October 28, 2011)

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Exhibit No. Exhibit Description

4.20† Form Stock Option Agreement (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the
Registration Statement on Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC
on June 24, 2015)

4.21† Form Stock Appreciation Right Agreement (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to
the Registration Statement on Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the
SEC on June 24, 2015)

4.22† Form Restricted Stock Unit Grant Agreement (cash settled) (incorporated by reference to Exhibit 10.15 to
Amendment No. 1 to the Registration Statement on Form F‑4 filed by Ferroglobe (formerly known as
VeloNewco Limited) with the SEC on June 24, 2015)

4.23† Form Restricted Stock Unit Grant Agreement (stock settled) (incorporated by reference to Exhibit 10.16 to
Amendment No. 1 to the Registration Statement on Form F‑4 filed by Ferroglobe (formerly known as
VeloNewco Limited) with the SEC on June 24, 2015)

4.24 IT Services Agreement, dated as of January 1, 2004, between FerroAtlántica and Espacio Information
Technology S.A. (incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the Registration
Statement on Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24,
2015)

4.25 IT Outsourcing Agreement, dated as of June 26, 2014, between FerroAtlántica de Mexico and Espacio
Information Technology S.A. (incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the
Registration Statement on Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC
on June 24, 2015)

4.26 IT Services Agreement, in force since January 1, 2006, between FerroPem S.A.S. and Espacio Information
Technology S.A. (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Registration
Statement on Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24,
2015)

4.27 Outsourcing Agreement, in force since January 1, 2009, between Silicon Smelters (Pty.) Ltd. and Espacio
Information Technology S.A. (incorporated by reference to Exhibit 10.20 to Amendment No. 1 to the
Registration Statement on Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC
on June 24, 2015)

4.28 Advisory Services Agreement, dated as of April 15, 2013, between FerroAtlántica S.A.U. and Villar Mir Energía
S.L. (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to the Registration Statement on
Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24, 2015)

4.29 Advisory Services Agreement, dated as of April 15, 2013, between Hidro Nitro Española S.A. and Villar Mir
Energía S.L. (incorporated by reference to Exhibit 10.22 to Amendment No. 1 to the Registration Statement on
Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24, 2015)

4.30 Framework agreement for the supply of electricity to the Boo de Guarnizo facility (Cantabria) executed on
June 22, 2010, between FerroAtlántica, S.A.U. and Villar Mir Energía S.L., as amended by the amendments
provided to Globe (incorporated by reference to Exhibit 10.23 to Amendment No. 1 to the Registration
Statement on Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24,
2015)

4.31 Framework Agreement, dated as of December 27, 2012, between Hidro Nitro Española S.A. and Villar Mir
Energía S.L. (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the Registration Statement on
Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24, 2015)

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Exhibit No. Exhibit Description

4.32 Framework Agreement, dated as of December 29, 2010, between FerroAtlántica S.A.U. and Villar Mir Energía
S.L. (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to the Registration Statement on
Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24, 2015)

4.33 Lease Agreement, dated as of August 9, 2007, between Torre Espacio Castellana S.A and FerroAtlántica S.L.U.
(incorporated by reference to Exhibit 10.26 to Amendment No. 1 to the Registration Statement on Form F‑4
filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24, 2015)

4.34 Lease Agreement, dated as of April 2, 2012, between Torre Espacio Castellana S.A and FerroAtlántica S.L.U.
(incorporated by reference to Exhibit 10.27 to Amendment No. 1 to the Registration Statement on Form F‑4
filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24, 2015)

4.35 Representation Contract, dated as of June 30, 2012, between Enérgya VM Generación S.L. and FerroAtlántica
S.A.U. (incorporated by reference to Exhibit 10.28 to Amendment No. 1 to the Registration Statement on
Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24, 2015)

4.36 Representation Contract, dated as of June 30, 2012, between Enérgya VM Generación S.L. and Hidro Nitro
Española S.A. (incorporated by reference to Exhibit 10.29 to Amendment No. 1 to the Registration Statement
on Form F‑4 filed by Ferroglobe (formerly known as VeloNewco Limited) with the SEC on June 24, 2015)

4.37 Registration Rights Agreement, dated as of December 23, 2015, among Ferroglobe, Grupo VM and Alan
Kestenbaum (incorporated by reference to Exhibit 10.27 to the registration statement on Form F‑1 filed by the
Company on February 18, 2016)

4.38 Indenture governing the $350,000,000 aggregate principal amount of 9.375% Senior Notes due 2022, dated as
of February 15, 2017, among Ferroglobe and Globe, the Guarantors party thereto and Wilmington Trust,
National Association (incorporated by reference to Exhibit 4.35 to the annual report on Form 20-F filed by the
Company on May 1, 2017)

8.1 List of Significant Subsidiaries (incorporated by reference to Exhibit 21.1 to the registration statement on
Form F‑1 filed by the Company on February 18, 2016)

12.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2 Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1 Certification of the Principal Executive Officers and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as
adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1 Consent of Deloitte, S.L., Independent Registered Public Accounting Firm for Ferroglobe PLC

16.1 Mine Safety and Health Administration Safety Data

101 Interactive Data Files (formatted in XBRL (Extensible Business Reporting Language) and furnished
electronically)

† Management contract or compensatory plan or arrangement

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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20‑F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.

Date: April 30, 2018

Ferroglobe PLC
(Registrant)

By: /s/ Pedro Larrea Paguaga

Pedro Larrea Paguaga
Principal Executive Officer

By: /s/ Joseph Ragan

Joseph Ragan
Principal Accounting Officer

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FERROGLOBE PLC

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements as of December 31, 2017 and 2016 and for each of the three years ended
December 31, 2017, 2016 and 2015

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements as of

December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017, 2016, and
2015 F-2
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting as of
December 31, 2017 F-3
Consolidated Statement of Financial Position as of December 31, 2017 and 2016 F‑5
Consolidated Income Statement for the years ended December 31, 2017, 2016 and 2015 F‑6
Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2017, 2016 and
2015 F‑7
Consolidated Statement of Changes in Equity for the years ended December 31, 2017, 2016 and 2015 F‑8
Consolidated Statement of Cash Flows for the years ended December 31, 2017, 2016 and 2015 F‑9
Notes to the Consolidated Financial Statements F‑10
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Ferroglobe PLC

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Ferroglobe PLC and subsidiaries
(the "Company") as of December 31, 2017 and 2016, and the related consolidated income statements, the consolidated
statements of comprehensive income (loss), the consolidated statements of changes in equity, and the consolidated
statements of cash flows for each of the three years in the period ended December 31, 2017 and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with
International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-
IASB”).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on the
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated April 30, 2018, expressed an adverse opinion on the
Company's internal control over financial reporting because of material weaknesses.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

/s/ Deloitte, S.L.

Madrid, Spain
April 30, 2018

We have served as the Company´s auditor since 1992.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Ferroglobe PLC

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Ferroglobe PLC and subsidiaries (the "Company") as of
December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the
material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not
maintained effective internal control over financial reporting as of December 31, 2017, based on criteria established in
Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017 of the Company and our
report dated April 30, 2018, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures, as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements

F-3
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will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in
management’s assessment: There were an ineffective control environment and improper implementation of control activities.
Specifically, the control environment at a certain level of the organization did not ensure that; (i) there were adequate
processes for oversight; (ii) there was accountability for the performance of internal control over financial reporting
responsibilities; (iii) identified issues and concerns were raised to appropriate levels within the organization; and (iv)
corrective activities were appropriately applied, prioritized, and implemented in a timely manner. Furthermore there were
ineffective control activities due to the significant number of control deficiencies which included (i) an error in the posting
of a material asset valuation adjustment, in respect of the Biological Assets, to equity in a subsidiaries financial reporting,
which was not identified by the internal controls, (ii) other deficiencies in the controls over the financial closing and
reporting process with the potential for material accounting errors in the financial statements and disclosures; and (iii)
deficiencies in controls over revenue in respect of inadequate controls over manual invoicing and timely and proper
completion of revenue recognition cut-off controls. These material weaknesses were considered in determining the nature,
timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended
December 31, 2017 of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte, S.L.

Madrid, Spain
April 30, 2018

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FERROGLOBE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2017 AND 2016
Thousands of U.S. Dollars
2017 2016
Notes US$'000 US$'000
ASSETS
Non-current assets
Goodwill Note 7 205,287 230,210
Other intangible assets Note 8 58,658 62,839
Property, plant and equipment Note 9 917,974 781,606
Other non-current financial assets Note 10 89,315 5,823
Non-current financial assets from related parties Note 23 — 9,845
Deferred tax assets Note 22 5,273 44,950
Non-current receivables from related parties Note 23 2,400 2,108
Other non-current assets Note 12 30,059 20,245
Total non-current assets 1,308,966 1,157,626
Current assets
Inventories Note 11 361,231 316,702
Trade and other receivables Note 10 111,463 209,406
Current receivables from related parties Note 23 4,572 11,971
Current income tax assets 17,158 19,869
Other current financial assets Note 10 2,469 4,049
Other current assets Note 12 9,926 9,810
Cash and cash equivalents 184,472 196,931
Assets and disposal groups classified as held for sale Note 29 — 92,937
Total current assets 691,291 861,675
Total assets 2,000,257 2,019,301
EQUITY AND LIABILITIES
Equity
Share capital 1,796 1,795
Reserves 996,380 1,332,428
Translation differences (164,675) (217,423)
Valuation adjustments (16,799) (11,887)
Result attributable to the Parent (678) (338,427)
Non-controlling interests 121,734 125,556
Total equity Note 13 937,758 892,042
Non-current liabilities
Deferred income 3,172 3,949
Provisions Note 15 82,397 81,957
Bank borrowings Note 16 — 179,473
Obligations under finance leases Note 17 69,713 3,385
Debt instruments Note 18 339,332 —
Other financial liabilities Note 19 49,011 86,467
Other non-current liabilities Note 21 3,536 5,737
Deferred tax liabilities Note 22 65,142 139,535
Total non-current liabilities 612,303 500,503
Current liabilities
Provisions Note 15 33,095 19,627
Bank borrowings Note 16 1,003 241,818
Obligations under finance leases Note 17 12,920 1,852
Debt instruments Note 18 10,938 —
Other financial liabilities Note 19 88,420 1,592
Payables to related parties Note 23 12,973 30,738
Trade and other payables Note 20 192,859 157,706
Current income tax liabilities 7,419 961
Other current liabilities Note 21 90,569 64,780
Liabilities associated with assets held for sale Note 29 — 107,682
Total current liabilities 450,196 626,756
Total equity and liabilities 2,000,257 2,019,301

Notes 1 to 30 are an integral part of the consolidated financial statements

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FERROGLOBE PLC AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT FOR 2017, 2016 AND 2015

Thousands of U.S. Dollars

2017 2016 (*) 2015 (*)

Notes US$'000 US$'000 US$'000

Note
Sales 25.1 1,741,693 1,576,037 1,316,590
Cost of sales (1,043,395) (1,043,412) (818,736)
Other operating income 18,199 26,215 15,751
Note
Staff costs 25.2 (301,963) (296,399) (205,869)
Other operating expense (239,926) (243,946) (200,296)
Note
Depreciation and amortization charges, operating allowances and write-downs 25.3 (104,529) (125,677) (67,050)
Operating profit (loss) before impairment losses, net gains/losses due to changes in Note
the value of assets, gains/losses on disposals of non-current assets and other losses 4.16 70,079 (107,182) 40,390
Note
Impairment losses 25.5 (30,957) (268,089) (52,042)
Note
Net gain (loss) due to changes in the value of assets 25.5 7,504 1,891 (912)
Note
(Loss) gain on disposal of non-current assets 25.6 (4,316) 340 (2,214)
Other losses Note 29 (2,613) (40) (347)
Operating profit (loss) 39,697 (373,080) (15,125)
Note
Finance income 25.4 3,708 1,536 1,096
Note
Finance costs 25.4 (65,412) (30,251) (30,405)
Financial derivative loss Note 19 (6,850) — —
Exchange differences 8,214 (3,513) 35,904
Loss before tax (20,643) (405,308) (8,530)
Income tax benefit (expense) Note 22 14,821 46,695 (49,942)
Loss for the year (5,822) (358,613) (58,472)
Loss attributable to non-controlling interests Note 13 5,144 20,186 15,204
Loss attributable to the Parent (678) (338,427) (43,268)

Earnings per share

2017 2016 (*) 2015 (*)
Loss attributable to the Parent (678) (338,427) (43,268)
Weighted average basic shares outstanding 171,949,128 171,838,153 99,699,262
Basic loss per ordinary share Note 14 — (1.97) (0.43)
Weighted average basic shares outstanding 171,949,128 171,838,153 99,699,262
Effect of dilutive securities — — —
Weighted average dilutive shares outstanding 171,949,128 171,838,153 99,699,262
Diluted loss per ordinary share Note 14 — (1.97) (0.43)

(*) The amounts for prior periods have been re-presented to show the results of the Spanish energy business within income (loss) from
continuing operations, as described in Note 1 to the consolidated financial statements.

Notes 1 to 30 are an integral part of the consolidated financial statements

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FERROGLOBE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) FOR 2017, 2016 AND 2015
Thousands of U.S. Dollars

2017 2016 2015

US$'000 US$'000 US$'000

Net loss (5,822) (358,613) (58,472)

Items that will not be reclassified subsequently to income or loss:

Defined benefit obligation 4,511 4,297 756
Total 4,511 4,297 756

Items that may be reclassified subsequently to income or loss:

Arising from cash flow hedges (24,171) — (990)
Translation differences 54,670 (319) (18,435)
Tax effect — — (189)
Total income and expense recognized directly in equity 30,499 (319) (19,614)

Items that have been reclassified to income or loss in the period:

Arising from cash flow hedges 15,138 3,002 3,155
Tax effect (390) (751) (884)
Total transfers to income or loss 14,748 2,251 2,271

Other comprehensive income (loss) for the year, net of income tax 49,758 6,229 (16,587)

Total comprehensive income (loss) for the year 43,936 (352,384) (75,059)

Attributable to the Parent 47,158 (332,198) (59,855)

Attributable to non-controlling interests (3,222) (20,186) (15,204)

Notes 1 to 30 are an integral part of the consolidated financial statements

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FERROGLOBE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR 2017, 2016 AND 2015

Thousands of U.S. Dollars

Total Amounts Attributable to Owners

Share Translation Valuation Result for Interim Non-controlling
Shares Capital Reserves Differences Adjustments the Year Dividend Interests Total
(Thousands) US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at January 1, 2015 200 285,760 393,356 (152,530) (20,283) 38,437 (55,041) 17,978 507,677
Comprehensive (loss) income for 2015 — — — (18,435) 1,848 (43,268) — (15,204) (75,059)
Business combination 171,638 553,200 244,838 — — — — 144,533 942,571
FerroAtlántica share exchange — 449,827 (449,827) — — — — — —
Share issuance costs — — (9,414) — — — — — (9,414)
Dividends paid — — (76,520) — — — 55,041 — (21,479)
Distribution of 2014 profit — — 38,437 — — (38,437) — — —
Other changes — — 2,300 (46,139) — — — (5,484) (49,323)
Balance at December 31, 2015 171,838 1,288,787 143,170 (217,104) (18,435) (43,268) — 141,823 1,294,973
Comprehensive (loss) income for 2016 — — — (319) 6,548 (338,427) — (20,186) (352,384)
Share decrease (net effect) — (1,287,068) 1,287,068 — — — — — —
Share issuance costs — — (275) — — — — — (275)
Dividends paid — — (54,988) — — — — — (54,988)
Distribution of 2015 loss — — (43,268) — — 43,268 — — —
Other changes — 76 721 — — — — 3,919 4,716
Balance at December 31, 2016 171,838 1,795 1,332,428 (217,423) (11,887) (338,427) — 125,556 892,042
Comprehensive (loss) income for 2017 — — — 52,748 (4,912) (678) — (3,222) 43,936
Issue of share capital 139 1 179 — — — — — 180
Share-based compensation — — 2,405 — — — — — 2,405
Distribution of 2016 loss — — (338,427) — — 338,427 — — —
Dividends paid to joint venture partner (see Note 13) — — — — — — — (7,350) (7,350)
Non-controlling interest arising on the acquisition
of FerroSolar Opco Group S.L. — — — — — — — 6,750 6,750
Other changes — — (205) — — — — — (205)
Balance at December 31, 2017 171,977 1,796 996,380 (164,675) (16,799) (678) — 121,734 937,758

Notes 1 to 30 are an integral part of the consolidated financial statements

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FERROGLOBE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS FOR 2017, 2016 AND 2015

Thousands of U.S. Dollars

2017 2016 2015

US$'000 US$'000 US$'000

Cash flows from operating activities:

Loss for the year (5,822) (358,613) (58,472)
Adjustments to reconcile net loss to net cash provided by operating activities:
Income tax (benefit) expense (14,821) (46,695) 49,942
Depreciation and amortization charges, operating allowances and write-downs 104,529 125,677 67,050
Finance income (3,708) (1,536) (1,096)
Finance costs 65,412 30,251 30,405
Financial derivative loss 6,850 — —
Exchange differences (8,214) 3,513 (35,904)
Impairment losses 30,957 268,089 52,042
(Gain) loss due to changes in the value of assets (7,504) (1,891) 912
Loss (gain) on disposal of non-current assets 4,316 (340) 2,214
Share-based compensation 2,405 — —
Other loss (gain) 2,613 40 (1,968)
Changes in operating assets and liabilities:
(Increase) decrease in inventories (16,274) 108,207 89,199
Decrease in trade receivables 50,168 56,297 60,715
Increase (decrease) in trade payables 17,613 28,572 (17,028)
Other amounts paid due to operating activities (12,251) (50,001) (20,189)
Income tax paid (26,764) (10,933) (41,968)
Interest paid (39,130) (29,468) (30,405)
Net cash provided by operating activities 150,375 121,169 145,449
Cash flows from investing activities:
Payments due to investments:
Other intangible assets (811) (4,914) (4,539)
Property, plant and equipment (74,616) (71,119) (68,521)
Non-current financial assets (343) (9,807) —
Current financial assets — (105) —
Disposals:
Intangible assets — — 8,140
Property, plant and equipment — — 5,446
Non-current financial assets — 11 1,465
Current financial assets — 99 216
Interest received 952 1,554 1,096
Other amounts paid due to investing activities — — (3,046)
Net cash inflow on acquisition of subsidiaries — — 77,709
Net cash used by investing activities (74,818) (84,281) 17,966
Cash flows from financing activities:
Dividends paid — (54,988) (21,479)
Payment for share issue and registration cost — — (9,414)
Payment for debt issuance costs (16,765) — —
Proceeds from debt issuance 350,000 — —
Increase (decrease) in bank borrowings:
Borrowings 31,455 124,384 84,229
Payments (453,948) (81,237) (139,619)
Proceeds from stock option exercises 180 — —
Other amounts (paid) received due to financing activities (24,319) 61,758 (1,310)
Net cash (used) provided by financing activities (113,397) 49,917 (87,593)
Total net cash flows for the year (37,840) 86,805 75,822
Beginning balance of cash and cash equivalents 196,982 116,666 48,651
Exchange differences on cash and cash equivalents in foreign currencies 25,330 (6,489) (7,807)
Ending balance of cash and cash equivalents 184,472 196,982 116,666
Ending balance of cash and cash equivalents from statement of financial position 184,472 196,931 116,666
Ending balance of cash and cash equivalents included within assets and disposal groups
classified as held for sale — 51 —

Notes 1 to 30 are an integral part of the consolidated financial statements

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Ferroglobe PLC and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016, and 2015
(U.S. Dollars in thousands, except share and per share data)

1. General information

Ferroglobe PLC and subsidiaries (the “Company” or “Ferroglobe”) is among the world’s largest producers of silicon
metal and silicon-based alloys, important ingredients in a variety of industrial and consumer products. The Company’s
customers include major silicone chemical, aluminum and steel manufacturers, auto companies and their suppliers,
ductile iron foundries, manufacturers of photovoltaic solar cells and computer chips, and concrete producers.
Additionally, the Company has been operating hydroelectric plants (hereinafter “energy business”) in Spain and France.

Ferroglobe PLC (the “Parent Company” or “the Parent”) is a public limited company that was incorporated in the United
Kingdom on February 5, 2015 (formerly named ‘Velonewco Limited’). The Parent’s registered office is 2nd Floor West
Wing, Lansdowne House, 57 Berkeley Square, London (United Kingdom).

On December 23, 2015, Ferroglobe PLC consummated the acquisition (“Business Combination”) of Globe Specialty
Metals, Inc. and subsidiaries (“GSM” or “Globe”) and Grupo FerroAtlántica, S.A.U. (“Grupo FerroAtlántica” or
“FerroAtlántica” or the “Predecessor”). FerroAtlántica is considered the Predecessor under applicable SEC rules and
regulations.

For fiscal year 2015, Ferroglobe’s consolidated financial statements contain the combined results of the Parent Company
for the period from February 5, 2015 (inception of the Company) to December 31, 2015, FerroAtlántica as of and for
the year ended December 31, 2015, and GSM for the period of 8 days as of and ended December 31, 2015.

Presentation of results of Spanish energy business

As described in Note 29 of these financial statements, the Company signed an agreement for the sale of its Spanish
energy business on December 12, 2016. The results of operations of the division were previously presented as a
discontinued operation in the consolidated financial statements for the years ended December 31, 2016 and 2015 and
the assets and liabilities of the business are classified as held for sale in accordance with requirements of IFRS 5 Non-
current Assets Held for Sale and Discontinued Operations as of December 31, 2016. Subsequently, in July 2017, the
Company announced that it did not receive the necessary regulatory approvals to divest of these assets and the sale did
not proceed. Accordingly, the results of Spanish energy business are presented within continuing operations for the year
ended December 31, 2017 and the consolidated income statements for prior periods have been re-presented to show the
results of the Spanish energy business within income from continuing operations.

2. Organization and Subsidiaries

Ferroglobe has a diversified production base consisting of production facilities across the United States, Europe, South
America, South Africa and Asia.

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The subsidiaries of Ferroglobe as of December 31, 2017, classified by business activity, were as follows:

Percentage of Ownership
Direct Total Line of Business Registered
Alabama Sand and Gravel, Inc. (2) — 100.0 Electrometallurgy ‑ North America Delaware - USA
Alden Resources, LLC (2) — 100.0 Electrometallurgy - North America Delaware - USA
Alden Sales Corporation, LLC (2) — 100.0 Electrometallurgy - North America Delaware - USA
Core Metals Group Holdings, LLC (2) — 100.0 Electrometallurgy - North America Delaware - USA
Core Metals Group, LLC (2) — 100.0 Electrometallurgy - North America Delaware - USA
Gatliff Services, LLC (2) — 100.0 Electrometallurgy - North America Delaware - USA
GBG Holdings, LLC (2) — 100.0 Electrometallurgy - North America Delaware - USA
Globe Metallurgical Inc. (2) — 100.0 Electrometallurgy - North America Delaware - USA
Globe Metals Enterprises, Inc. (2) — 100.0 Electrometallurgy - North America Delaware - USA
GSM Alloys I, Inc. (2) — 100.0 Electrometallurgy - North America Delaware - USA
GSM Alloys II, Inc. (2) — 100.0 Electrometallurgy - North America Delaware - USA
GSM Enterprises Holdings, Inc. (2) — 100.0 Electrometallurgy - North America Delaware - USA
LF Resources, Inc. (2) — 100.0 Electrometallurgy - North America Delaware - USA
Norchem, Inc. (2) — 100.0 Electrometallurgy - North America Florida - USA
QSIP Canada ULC (2) — 100.0 Electrometallurgy - North America Canada
Quebec Silicon LP (2) — 51.0 Electrometallurgy - North America Canada
Tennessee Alloys Company, LLC (2) — 100.0 Electrometallurgy - North America Delaware - USA
West Virginia Alloys, Inc. (2) — 100.0 Electrometallurgy - North America Delaware - USA
WVA Manufacturing, LLC (2) — 51.0 Electrometallurgy - North America Delaware - USA
Cuarzos Industriales, S.A.U. — 100.0 Electrometallurgy - Europe A Coruña - Spain
Ferroatlántica, S.A.U. - Electrometallurgy (1) — 100.0 Electrometallurgy - Europe Madrid - Spain
FerroPem, S.A.S. — 100.0 Electrometallurgy - Europe France
Grupo FerroAtlántica, S.A.U 100 100.0 Electrometallurgy - Europe Madrid - Spain
Hidro-Nitro Española, S.A. - Electrometallurgy (1) — 100.0 Electrometallurgy - Europe Madrid - Spain
Rocas, Arcillas y Minerales, S.A. — 66.7 Electrometallurgy - Europe A Coruña - Spain
Rebone Mining (Pty.), Ltd. — 100.0 Electrometallurgy - South Africa Polokwane - South Africa
Silicon Smelters (Pty.), Ltd. — 100.0 Electrometallurgy - South Africa Polokwane - South Africa
Silicon Technology (Pty.), Ltd. — 100.0 Electrometallurgy - South Africa South Africa
Thaba Chueu Mining (Pty.), Ltd. — 74.0 Electrometallurgy - South Africa Polokwane - South Africa
Cuarzos Industriales de Venezuela (Cuarzoven), S.A. — 100.0 Other segments Venezuela
Ferroatlántica de Venezuela (FerroVen), S.A. — 90.0 Other segments Venezuela
Actifs Solaires Bécancour, Inc — 100.0 Other segments Canada
Emix, S.A.S. — 100.0 Other segments France
Ferroatlántica Brasil Mineraçao Ltda. — 70.0 Other segments Brazil
FerroAtlántica Canada Company Ltd — 100.0 Other segments Canada
Ferroatlántica de México, S.A. de C.V. — 100.0 Other segments Nueva León - Mexico
Ferroatlántica Deutschland, GmbH — 100.0 Other segments Germany
Ferroatlántica I+D, S.L.U. — 100.0 Other segments Madrid - Spain
FerroAtlántica India Private Limited — 100.0 Other segments India
Ferroatlántica y Cía., F. de Ferroaleac. y Metales, S.C. — 100.0 Other segments Madrid - Spain
Ferroatlántica, S.A.U. - Other segments - Energy (1) — 100.0 Other segments Madrid - Spain
FerroAtlántica International Ltd — 100.0 Other segments United Kingdom
Ferroglobe Services plc 100 100.0 Other segments United Kingdom
FerroManganese Mauritania SARL — 10.0 Other segments Mauritania
Ferroquartz Company Ltd — 100.0 Other segments Canada
Ferroquartz Holdings, Ltd — 100.0 Other segments Hong Kong
FerroQuartz Mauritania SARL — 90.0 Other segments Mauritania
FerroQuébec, Inc. — 100.0 Other segments Canada
FerroTambao, SARL — 90.0 Other segments Burkina Faso
Ferrosolar OPCO Group SL. (3) — 75.0 Other segments Spain
Ferrosolar R&D SL. (3) — 51.0 Other segments Spain
Yuanyangba, Kanding Country -
Ganzi Ferroatlántica Silicon Industry Company, Ltd. — 75.0 Other segments Sichuan -China
Globe Metales S.A. (2) — 100.0 Other segments Argentina
Globe Specialty Metals, Inc. (2) 100 100.0 Other segments Delaware - USA
Hidro-Nitro Española, S.A. - Other segments - Energy (1) — 100.0 Other segments Madrid - Spain
Mangshi FerroAtlántica Mining Industry Service CompanyLtd — 100.0 Other segments MangShi, Dehong -Yunnan -China
MangShi Sinice Silicon Industry Company Limited — 100.0 Other segments MangShi, Dehong -Yunnan -China
Ningxia Yongvey Coal Industrial Co., Ltd. (2) — 98.0 Other segments China

(1) FerroAtlántica, S.A.U. and Hidro Nitro Española, S.A. carry on business activities in both the Electrometallurgy – Europe and Other
segments – Energy.
(2) Entered to the scope of consolidation during 2015 as a result of the business combination (GSM subsidiary).
(3) Entered to the scope of consolidation during 2017.

Subsidiaries are all companies over which Ferroglobe has control.

Control is achieved when the Company:

· has power over the investee;

· is exposed, or has rights, to variable returns from its involvement with the investee; and

· has the ability to use its power over the investee to affect the amount of the investor’s returns.

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The Company has power over the investee when the voting rights are sufficient to give it the practical ability to direct
the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in
assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

· the total voting rights held by the Company relative to the size and dispersion of holdings of the other vote holders;

· potential voting rights held by the Company, other vote holders or other parties;

· rights arising from other contractual arrangements; and

· any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to
direct the relevant activities at the time these decisions need to be made, including voting patterns at previous
shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary.

The Company uses the acquisition method to account for the acquisition of subsidiaries. According to this method, the
consideration transferred for the acquisition of a subsidiary corresponds to the fair value of the assets transferred, the
liabilities incurred and the equity interests issued by the Company. The consideration transferred also includes the fair
value of any asset or liability resulting from a contingent consideration arrangement. Any contingent consideration
transferred by the Company is recognized at fair value at the date of acquisition. Subsequent changes in the fair value of
the contingent consideration classified as an asset or a liability are recognized in accordance with IAS 39 either in the
income statement or in the statement of comprehensive (loss) income. The costs related to the acquisition are recognized
as expenses in the years incurred. The identifiable assets acquired and the liabilities and contingent liabilities assumed
in a business combination are initially recognized at their fair value at the date of acquisition. The Company recognizes
any non-controlling interest in the acquiree at the non-controlling interest’s proportionate share of the acquiree’s
identifiable net assets.

Profit or loss for the period and each component of other comprehensive (loss) income are attributed to the owners of the
Company and to the non-controlling interests. The Company attributes total comprehensive (loss) income to the owners
of the Company and to the non-controlling interests even if the profit or loss of the non-controlling interests gives rise to
a balance receivable.

All assets and liabilities, equity, income, expenses and cash flows relating to transactions between subsidiaries are
eliminated in full in consolidation.

3. Basis of presentation and basis of consolidation

3.1 Basis of presentation

These consolidated financial statements have been issued in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board and interpretations issued by the International
Financial Reporting Interpretations Committee (collectively “IFRS”).

The consolidated financial statements have been authorized for issuance on April 30, 2018.

All accounting policies and measurement bases with effect on the consolidated financial statements were applied in
their preparation.

The consolidated financial statements were prepared on a historical cost basis, with the exceptions disclosed in the
notes to the consolidated financial statements, where applicable, and in those situations where IFRS requires that
financial assets and financial liabilities are valued at fair value.

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3.2 International financial reporting standards

Application of new accounting standards

a) Standards, interpretations and amendments effective from January 1, 2017, applied by the Company in the
preparation of these consolidated financial statements:

· IAS 12 (Amendment) ‘Recognition for Deferred Tax for Unrealized Losses’. This amendment is mandatory
for annual periods beginning on or after January 1, 2017, earlier application is permitted.

· IAS 7 (Amendment) ‘Disclosure Initiative’. This amendment is mandatory for annual periods beginning on
or after January 1, 2017, earlier application is permitted.

· Annual improvements cycle to IFRS 2014-2016, beginning on or after January 1, 2017.

The applications of these amendments have not had any material impact on these consolidated financial statements.

b) Standards, interpretations and amendments that will be effective for periods beginning on or after January 1,
2018:

· IFRS 9 ‘Financial Instruments’. This Standard will be effective from January 1, 2018, earlier applications is
permitted.

· IFRS 15 ‘Revenue from Contracts with Customers’. IFRS 15 is applicable for annual periods beginning on
or after January 1, 2018, earlier application is permitted.

· IFRS 16 ‘Leases’. This Standard is applicable for annual periods beginning on or after January 1, 2019,
earlier application is permitted, but conditioned to the application of IFRS 15.

· IFRS 15 (Amendment) ‘Clarifications to IFRS 15 Revenue from Contracts with Customers’. This
amendment is mandatory for annual periods beginning on or after January 1, 2018, earlier application is
permitted.

· IFRS 2 (Amendment) ‘Classification and Measurement of Share-based Payment Transactions’. This

amendment is mandatory for annual periods beginning on or after January 1, 2018, earlier application is
permitted.

· IFRS 4 (Amendment). Applying IFRS 9 ‘Financial Instruments’ with IFRS 4 ‘Insurance Contracts’. This
amendment is mandatory for annual periods beginning on or after January 1, 2018, earlier application is
permitted.

· IFRIC Interpretation 22 ‘Foreign Currency Transactions and Advance Consideration’, mandatory for annual
periods beginning on or after January 1, 2018, earlier application is permitted.

· IFRIC Interpretation 23 ‘Uncertainty over Income Tax Treatments’, mandatory for annual periods
beginning on or after January 1, 2019, earlier application is permitted.

· IAS 19 (Amendment) ‘Plan Amendment, Curtailment or Settlement’ This amendment is mandatory for
annual periods beginning on or after January 1, 2019, earlier application is permitted

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· IAS 40 (Amendment) ‘Transfers of Investments Property’. This amendment is mandatory for annual periods
beginning on or after January 1, 2018, earlier application is permitted.

· IFRS 10 and IAS 28 (Amendments) ‘Sale or Contribution of Assets between an Investor and its Associate or
Joint Venture.’ These changes will be applicable to accounting periods beginning on the effective date,
still to be determined, although early adoption is allowed.

· IFRS 17 ‘Insurance Contracts’. This Standard is applicable for annual periods beginning on or after January
1, 2021, with early adoption permitted if both IFRS 15 ‘Revenues from contracts with Customers’ and IFRS
9 ‘Financial Instruments’ have also been applied.

· Annual improvements cycle to IFRS 2014-2016, beginning on or after January 1, 2018.

· Annual improvements cycle to IFRS 2015-2017, beginning on or after January 1, 2019.

Except as set out further below, the Company does not anticipate any significant impact on the consolidated
financial statements derived from the application of the new standards and amendments that will be effective for
annual periods beginning on or after January 1, 2018, although it is currently still in process of evaluating such
application.

Adoption of IFRS 9 – Financial Instruments

IFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities,
introduces a new impairment model for financial assets, as well as new rules for hedge accounting. The standard
replaces the existing standard, IAS 39 – Financial Instruments: Recognition and Measurement, in its entirety.
Ferroglobe will adopt IFRS 9 for the financial reporting period beginning January 1, 2018.

Classification and measurement: IFRS 9 establishes a principle-based approach for classification of financial assets
based on the cash flow characteristics of the asset and the business model in which an asset is held. The Company
anticipates no significant changes in the classification of financial assets under this model.

Derecognition of financial liabilities: IFRS 9 sets out that when the terms of a financial liability are modified
without this resulting in derecognition, a gain or loss should be recognized. This modification gain or loss is equal
to the difference between the present value of the cash flows under the original and modified terms discounted at the
original effective interest rate. Previously, under IAS 39, this gain or loss was amortized over the life of the modified
financial liability through the effective interest rate. At January 1, 2018, Ferroglobe has no outstanding financial
liabilities that had previously been modified and therefore there is no impact to the Company’s statement of
financial position upon adoption of IFRS 9. The accounting for any future modifications would follow IFRS 9.

Impairment: IFRS 9 introduces a forward-looking expected credit loss model that may result in earlier recognition of
credit losses than the incurred loss model of IAS 39. Given the short-term nature of the majority of Ferroglobe’s
financial assets, the low level of credit losses and the Company’s active management of credit risk, the Company
does not expect a significant impact on adoption of IFRS 9.

Hedge accounting: IFRS 9 has simplified hedge accounting requirements and more closely aligned them to an
entity’s risk management strategy. Upon adoption of IFRS 9, Ferroglobe’s existing hedge relationship will continue
to qualify as an effective cash flow hedge and there will be no impact of the standard on the Company’s statement of
financial position at January 1, 2018. IFRS 9 has also clarified that when measuring ineffectiveness in a hedging
relationship, currency basis is an item that that is present in certain derivatives, such as Ferroglobe’s cross currency
swap (see Note 19), but not in the hedged item. This difference may result in increased ineffectiveness and volatility
in Ferroglobe’s profit or loss in the future, but the impact of this is not expected to be material.

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Adoption of IFRS 15 – Revenue from Contracts with Customers

IFRS 15 provides a single model of accounting for revenue arising from contracts with customers, focusing on the
identification and satisfaction of performance obligations. The standard replaces all existing revenue standards and
interpretations in IFRS. Ferroglobe will adopt IFRS 15 for the financial reporting period beginning January 1, 2018.

Under IFRS 15, revenue from contracts with customers is recognized when or as the Company satisfies a
performance obligation by transferring a promised good or service to a customer. A good or service is transferred
when the customer obtains control of that good or service. The transfer of control of silicon metal, silicon-based
specialty alloys, ferroalloys and other items sold by the Company usually coincides with title passing to the
customer and as guided by the Incoterms. The Company principally satisfies its performance obligations at a point
in time and the amounts of revenue recognized relating to performance obligations satisfied over time are not
significant. The accounting for revenue under IFRS 15 does not, therefore, represent a substantive change from the
Company’s current practice for recognizing revenue from sales to customers. Ferroglobe has concluded that IFRS 15
will not have a material quantitative impact on the financial results of the Company for the forthcoming financial
period. The standard also has no material effect on the Company’s net assets as at 1 January 2018 and so no
transition adjustment will be presented. Due to new disclosures required by IFRS 15, Ferroglobe expects to provide
more detailed disclosure of revenue from contracts with customers in its financial statements for the year ended
December 31, 2018. This includes disclosure of revenue disaggregated into categories that depict how the nature,
amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

3.3 Currency

The Parent’s functional currency is the Euro. The functional currencies of subsidiaries are determined by the primary
economic environment in which each subsidiary operates.

The reporting currency of the Company is U.S. Dollars and as such the accompanying results and financial position
have been translated pursuant to the provisions indicated in IAS 21.

All differences arising from the aforementioned translation are recognized in equity under “Translation differences”.

Upon the disposal of a foreign operation, the translation differences relating to that operation deferred as a separate
component of consolidated equity are recognized in the consolidated income statement when the gain or loss on
disposal is recognized.

3.4 Responsibility for the information and use of estimates

The information in these consolidated financial statements is the responsibility of Ferroglobe’s management.

Certain assumptions and estimates were made by management in the preparation of these consolidated financial
statements, including:

· The impairment losses on certain assets, including property, plant and equipment and goodwill.

· The useful life of property, plant and equipment and intangible assets.

· The fair value of certain unquoted financial assets.

· The assumptions used in the actuarial calculation of pension liabilities.

· The discount rate used to calculate the present value of certain collection rights and payment obligations.

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· Provisions for contingencies and environmental liabilities.

· The calculation of income tax and of deferred tax assets and liabilities.

The Company based its estimates and judgments on historical experience, known or expected trends and other
factors that are believed to be reasonable under the circumstances. Actual results may differ materially from these
estimates. Changes in accounting estimates are applied in accordance with IAS 8.

At the date of preparation of these consolidated financial statements no events had taken place that might constitute
a significant source of uncertainty regarding the accounting effect that such events might have in future reporting
periods.

3.5 Basis of consolidation

The financial statements of the subsidiaries are fully consolidated with those of the Parent. Accordingly, all balances
and effects of the transactions between consolidated companies are eliminated in consolidation.

Non-controlling interests are presented in “Equity – Non-controlling interests” in the consolidated statement of
financial position, separately from the consolidated equity attributable to the Parent. The share of non-controlling
interests in the profit or loss for the year is presented under “Loss attributable to non-controlling interests” in the
consolidated income statement.

When necessary, adjustments are made to the financial statements of subsidiaries to align the accounting policies
used to the accounting policies of the Company.

4. Accounting policies

The principal IFRS accounting policies applied in preparing these consolidated financial statements were in effect at the
date of preparation are described below. The Company did not early adopt any of the new standards described in
Note 3.2.

4.1 Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Company’s interest in the
fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition.

Any excess of the cost of the investments in the consolidated companies over the corresponding underlying
carrying amounts acquired, adjusted at the date of first-time consolidation, is allocated as follows:

1. If it is attributable to specific assets and liabilities of the companies acquired, increasing the value of the assets
(or reducing the value of the liabilities) whose market values were higher (lower) than the carrying amounts at
which they had been recognized in their balance sheets and whose accounting treatment was similar to that of
the same assets (liabilities) of the Company amortization, accrual, etc.

2. If it is attributable to specific intangible assets, recognizing it explicitly in the consolidated statement of

financial position provided that the fair value at the date of acquisition can be measured reliably.

3. The remaining amount is recognized as goodwill, which is allocated to one or more specific cash-generating
units.

Goodwill is only recognized when it has been acquired for consideration and represents, therefore, a payment made
by the acquirer for future economic benefits from assets of the acquired company that are not capable of being
individually identified and separately recognized.

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On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the gain or loss
on disposal.

4.2 Other intangible assets

Other intangible assets are assets without physical substance which can be individually identified either because
they are separable or because they arise as a result of a legal or contractual right or of a legal transaction or were
developed by the consolidated companies. Only intangible assets whose value can be measured reliably and from
which the Company expects to obtain future economic benefits are recognized in the consolidated statement of
financial position.

Intangible assets are recognized initially at acquisition or production cost. The aforementioned cost is amortized
systematically over each asset’s useful life. At each reporting date, these assets are measured at acquisition cost less
accumulated amortization and any accumulated impairment losses, if any. The Company reviews amortization
periods and amortization methods for finite-lived intangible assets at the end of each fiscal year.

The Company’s main intangible assets are as follows:

Development expenditures

Development expenditures are capitalized if they meet the requirements of identifiability, reliability in cost
measurement and high probability that the assets created will generate economic benefits. Developmental
expenditures are amortized on a straight-line basis over the useful lives of the assets, which are between four and
ten years.

Expenditures on research activities are recognized as expenses in the years in which they are incurred.

Power supply agreements

Power supply agreements are amortized on a straight-line basis over the term in which the agreement is effective.

Rights of use

Rights of use granted are amortized on a straight-line basis over the term in which the right of use was granted from
the date it is considered that use commenced. Rights of use are generally amortized over a period ranging from 10 to
20 years.

Computer software

Computer software includes the costs incurred in acquiring or developing computer software, including the related
installation. Computer software is amortized on a straight-line basis over two to five years.

Computer system maintenance costs are recognized as expenses in the years in which they are incurred.

Other intangible assets

Other intangible assets includes:

· Supply agreements which are amortized in accordance with their estimated useful lives (see Note 8).

· CO2 emissions allowances (“rights held emit greenhouse gasses”) which are not amortized, but rather are
expensed when used (see Note 4.20).

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4.3 Property, plant and equipment

Cost

Property, plant and equipment for our own use are initially recognized at acquisition or production cost and are
subsequently measured at acquisition or production cost less accumulated depreciation and any accumulated
impairment losses.

When the construction and start-up of non-current assets require a substantial period of time, the borrowing costs
incurred over that period are capitalized. In 2017, 2016 and 2015 no material borrowing costs were capitalized.

The costs of expansion, modernization or improvements leading to increased productivity, capacity or efficiency or
to a lengthening of the useful lives of the assets are capitalized. Repair, upkeep and maintenance expenses are
recognized in the consolidated income statement for the year in which they are incurred.

Mineral reserves are recorded at fair value at the date of acquisition. Depletion of mineral reserves is computed using
the units-of-production method utilizing only proven and probable reserves (as adjusted for recoverability factors)
in the depletion base.

Property, plant and equipment in the course of construction are transferred to property, plant and equipment in use
at the end of the related development period.

Depreciation

The Company depreciates Property, plant and equipment using the straight-line method at annual rates based on the
following years of estimated useful life:

Years of
Estimated
Useful
Life
Properties for own use 25-50
Plant and machinery 8-20
Tools 12.5-15
Furniture and fixtures 10-15
Computer hardware 4-8
Transport equipment 10-15

Land included within Property, plant and equipment is considered to be an asset with an indefinite useful life and,
as such, is not depreciated, but rather it is tested for impairment annually. The Company reviews residual value,
useful lives, and the depreciation method for Property, plant and equipment annually.

Environment

The costs arising from the activities aimed at protecting and improving the environment are accounted for as an
expense for the year in which they are incurred. When they represent additions to property, plant and equipment
aimed at minimizing the environmental impact and protecting and enhancing the environment, they are capitalized
to non-current assets.

4.4 Impairment of property, plant and equipment, intangible assets and goodwill

In order to ascertain whether its assets have become impaired, the Company compares their carrying amount with
their recoverable amount at the end of the reporting period, or more frequently if there are indications that the assets
might have become impaired. Where the asset itself does not generate cash flows that are independent from

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other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of:

· Fair value: the price that would be agreed upon by two independent parties, less estimated costs to sell, and

· Value in use: the present value of the future cash flows that are expected to be derived from continuing use of
the asset and from its ultimate disposal at the end of its useful life, discounted at a pre-tax rate which reflects the
time value of money and the risks specific to the business to which the asset belongs.

If the recoverable amount of an asset (or cash-generating unit) is less than its carrying amount, the carrying amount
of the asset is reduced to its recoverable amount, and an impairment loss is recognized as an expense under
“Impairment losses” in the consolidated income statement.

Where an impairment loss subsequently reverses (not permitted in the case of goodwill), the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognized for the
asset in prior years. A reversal of an impairment loss is recognized as “Other income” in the consolidated income
statement.

The basis for depreciation is the carrying amount of the assets, deemed to be the acquisition cost less any
accumulated impairment losses.

4.5 Financial instruments

Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the
Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial
assets or financial liabilities, on initial recognition. Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

The main financial assets held by the Company are assets representing collection rights as a result of investments or
loans. These rights are classified as current or non-current on the basis of whether they are due to be settled within
less than or more than twelve months, respectively, or, if they do not have a specific maturity date (as in the case of
marketable securities or investment fund units), whether or not the Company has the intention to dispose of them
within less than or more than twelve months.

The Company classifies financial assets based on the purpose for which they were initially acquired and it reviews
the classification at the end of each reporting period.

The financial assets held by the Company are classified as:

· Loans and receivables:

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They arise when cash, goods or services are provided directly to a debtor. They

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are measured at the principal amount plus the accrued interest receivable. They are classified as non-current
assets when they mature within more than twelve months after the end of the reporting period, and as current
assets when they mature within less than twelve months from the end of the reporting period.

Loans and receivables originated by the Company are measured at the principal amount plus the accrued
interest receivable, less any impairment losses, i.e. they are measured at their amortized cost.

· Other financial assets:

These deposits and guarantees are restricted until such time as the conditions of each agreement or tender
expire. Deposits and guarantees expiring within twelve months are classified as current items and those expiring
in more than twelve months are classified as non-current items.

Derecognition of financial assets

The Company derecognizes a financial asset when:

- the rights to receive cash flows from the asset have expired; or
- the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and
either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of
the asset.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum
of the consideration received and receivable is recognized in profit or loss.

If the Company retains substantially all of the risks and rewards of ownership of a transferred financial asset, the
Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds
received.

Financial liabilities

Amortized cost:

The main financial liabilities of the Company are held-to-maturity financial liabilities, which are measured at
amortized cost. The financial liabilities held by the Company are classified as:

· Bank borrowings, other loans and debt instruments:

Bank borrowings, other loans and debt instruments are recognized at the amount of proceeds received, net of
transaction costs. They are subsequently measured at amortized cost. Borrowing costs are recognized in the
consolidated income statement on an accrual basis using the effective interest method and are added to the
carrying amount of the liability to the extent that they are not settled in the period in which they arise.

· Trade and other payables:

Trade payables are initially recognized at fair value and are subsequently measured at amortized cost using the
effective interest method.

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Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place either: in the principal market for the asset or
liability; or in the absence of a principal market, in the most advantageous market for the asset or liability.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:

· Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

· Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.

· Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For those assets and liabilities measured at fair value at the balance sheet date, further information on fair value
measurement is provided in Note 28.

4.6 Inventories

Inventories comprise assets (goods) which:

· Are held for sale in the ordinary course of business (finished goods); or

· Are in the process of production for such sale (work in progress); or

· Will be consumed in the production process or in the rendering of services (raw materials and spare parts).

Inventories are stated at the lower of acquisition or production cost and net realizable value. The cost of each
inventory item is generally calculated as follows:

· Raw materials, spare parts and other consumables and replacement parts: the lower of weighted average
acquisition cost and net realizable value.

· Work in progress and finished and semi-finished goods: the lower of production cost (which includes the cost of
materials, labor costs, direct and indirect manufacturing expenses) or net realizable value in the market.

Obsolete, defective or slow-moving inventories have been reduced to net realizable value.

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Net realizable value is the estimated selling price less all the estimated costs of selling and distribution.

The amount of any write-down of inventories (as a result of damage, obsolescence or decrease in the selling price) to
their net realizable value and all losses of inventories are recognized as expenses in the year in which the write-
down or loss occurs. Any subsequent reversals are recognized as income in the year in which they arise.

The consumption of inventories is recognized as an expense in “Cost of sales” in the consolidated income statement
in the period in which the revenue from their sale is recognized.

4.7 Biological assets

The Company recognizes biological assets when:

· It controls the asset as a result of past events;

· It is probable that future economic benefits associated with the asset will flow to the entity; and

· The fair value or cost of the asset can be measured reliably.

Biological assets are measured at fair value less estimated costs to sell.

The fair value of forestry plantations is based on a combination of the fair value of the land and of the timber
plantations with reference to current timber market prices.

The gains or losses arising on the initial recognition of a biological asset at fair value less costs to sell are included
in the consolidated income statement for the period in which they arise.

4.8 Cash and cash equivalents

The Company classifies under “Cash and cash equivalents” any liquid financial assets, such as for example cash on
hand and at banks, deposits and liquid investments, that can be converted into cash within three months and are
subject to an insignificant risk of changes in value.

4.9 Provisions and contingencies

When preparing the consolidated financial statements, the Parent’s directors made a distinction between:

· Provisions: present obligations, either legal, contractual, constructive or assumed by the Company, arising from
past events, the settlement of which is expected to give rise to an outflow of economic benefits the amount
and/or timing of which are uncertain; and

· Contingent liabilities: possible obligations that arise from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more future events not wholly within the control of the
Company, or present obligations arising from past events the amount of which cannot be estimated reliably or
whose settlement is not likely to give rise to an outflow of economic benefits.

The consolidated financial statements include all the material provisions with respect to which it is considered that
it is probable that the obligation will have to be settled. Contingent liabilities are not recognized in the
consolidated financial statements, but rather are disclosed, as required by IAS 37 (see Note 24).

Provisions are classified as current or non-current based on the estimated period of time in which the obligations
covered by them will have to be met. They are recognized when the liability or obligation giving rise to the
indemnity or payment arises, to the extent that its amount can be estimated reliably.

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“Provisions” includes the provisions for pension and similar obligations assumed; provisions for contingencies and
charges, such as for example those of an environmental nature and those arising from litigation in progress or from
outstanding indemnity payments or obligations, and collateral and other similar guarantees provided by the
Company; and provisions for medium- and long- term employee incentives and the long-service bonus described in
Note 15.

Defined contribution plans

Certain employees have defined contribution plans which conform to the Spanish Pension Plans and Funds Law.
The main features of these plans are as follows:

· They are mixed plans covering the benefits for retirement, disability and death of the participants.

· The sponsor undertakes to make monthly contributions of certain percentages of current employees’ salaries to
external pension funds.

The annual cost of these plans is recognized under Staff costs in the consolidated income statement.

Defined benefit plans

IAS 19, Employee Benefits requires defined benefit plans to be accounted for:

· Using actuarial techniques to make a reliable estimate of the amount of benefits that employees have earned in
return for their service in the current and prior periods.

· Discounting those benefits in order to determine the present value of the obligation.

· Determining the fair value of any plan assets.

· Determining the total amount of actuarial gains and losses and the amount of those actuarial gains and losses
that must be recognized.

The amount recognized as a benefit liability arising from a defined benefit plan is the total net sum of:

· The present value of the obligations.

· Minus the fair value of plan assets (if any) out of which the obligations are to be settled directly.

The Company recognizes provisions for these benefits as the related rights vest and on the basis of actuarial studies.
These amounts are recognized under “Provisions” in the consolidated statement of financial position, on the basis of
their expected due payment dates. All plan assets are separately from the rest of the Company’s assets.

Environmental provisions

Provisions for environmental obligations are estimated by analyzing each case separately and observing the relevant
legal provisions. The best possible estimate is made on the basis of the information available and a provision is
recognized provided that the aforementioned information suggests that it is probable that the loss or expense will arise
and it can be estimated in a sufficiently reliable manner.

The balance of provisions and disclosures disclosed in Notes 15 and 24 reflects management’s best estimation of the
potential exposure as of the date of preparation of these financial statements.

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4.10 Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards
of ownership, which usually has the option to purchase the assets at the end of the lease under the terms agreed upon
when the lease was arranged. All other leases are classified as operating leases.

Finance leases

At the commencement of the lease term, the Company recognizes finance leases as assets and liabilities in the
consolidated statement of financial position at amounts equal to the fair value of the leased asset or, if lower, the
present value of the minimum lease payments. To calculate the present value of the lease payments the interest rate
stipulated in the finance lease is used.

The cost of assets acquired under finance leases is presented in the consolidated statement of financial position on
the basis of the nature of the leased asset. The depreciation policy for these assets is consistent with that for Property,
plant and equipment for own use.

Finance charges are recognized over the lease term on a time proportion basis.

Operating leases

In operating leases, the ownership of the leased asset and substantially all the risks and rewards relating to the leased
asset remain with the lessor.

Lease income and expenses from operating leases are credited or charged to income on an accrual basis depending
on whether the Company acts as the lessor or lessee.

4.11 Current assets and liabilities

In general, assets and liabilities are classified as current or non-current based on the Company’s operating cycle.
However, in view of the diverse nature of the activities carried on by the Company, in which the duration of the
operating cycle differs from one activity to the next, in general assets and liabilities expected to be settled or fall
due within twelve months from the end of the reporting period are classified as current items and those which fall
due or will be settled within more than twelve months are classified as non-current items.

4.12 Income taxes

Income tax expense represents the sum of current tax and deferred tax. Income tax is recognized in the income
statement except to the extent that it relates to items recognized in other comprehensive income or directly in
equity, in which case the related tax is recognized in other comprehensive income or directly in equity.

The current income tax expense is based on domestic and international statutory income tax rates in the tax
jurisdictions where the Company operates related to taxable profit for the period. The taxable profit differs from net
profit as reported in the income statement because it is determined in accordance with the rules established by the
applicable taxation authorities which includes temporary differences, permanent differences, and available credits
and incentives.

The Company’s deferred tax assets and liabilities are provided on temporary differences at the balance sheet date
between financial reporting and the tax basis of assets and liabilities, then applying enacted tax rates expected to be
in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized for
deductible temporary differences, carry-forward of unused tax credits and losses, to the extent that it is probably that
taxable profit will be available against which the deductible temporary difference and carryforwards of unused tax
credits and losses can be utilized. The deferred tax assets and liabilities that have been recognized are

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reassessed at the end of each reporting period in order to ascertain whether they still exist, and adjustments are made
on the basis of the findings of the analyses performed.

Income tax payable is the result of applying the applicable tax rate in force to each tax-paying entity, in accordance
with the tax laws in force in the country in which the entity is registered. Additionally, tax deductions and credits
are available to certain entities, primarily relating to inter-company trades and tax treaties between various countries
to prevent double taxation.

Income tax expense is recognized in the consolidated income statement, except to the extent that it arises from a
transaction which is recognized directly to “consolidated equity”, in which case the tax is recognized directly to
“consolidated equity.”

Deferred tax assets and liabilities are offset only when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the
same taxation authority or either the same taxable entity or different taxable entities where there is an intention to
settle the current tax assets and liabilities on a net basis or to realize the assets and settle the liabilities
simultaneously.

4.13 Foreign currency transactions

Foreign currency transactions are initially recognized in the functional currency of the subsidiary by applying the
exchange rates prevailing at the date of the transaction.

Subsequently, at each reporting date, monetary assets and liabilities denominated in foreign currencies are
translated to euros at the rates prevailing on that date.

Any exchange differences arising on settlement or translation at the closing rates of monetary items are recognized
in the consolidated income statement for the year.

Note 4.17 details the Company’s accounting policies for these derivative financial instruments. Also, Note 27 to
these consolidated financial statements details the financial risk policies of Ferroglobe.

4.14 Revenue recognition

Revenue includes the fair value of the goods sold or services rendered, excluding any related taxes and deducting
any discounts or returns as a reduction in the amount of the transaction. Income is recognized when all of the
following conditions are met:

· the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

· the Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold;

· the amount of revenue can be measured reliably;

· it is probable that the economic benefits associated with the transaction will flow to the entity; and

· the costs incurred or to be incurred in respect of the transaction can be measured reliably.

In relation to transactions in the electrometallurgy business, ownership is considered to be transferred at the time
agreed upon with customers based on the Incoterm clauses applicable to the transaction.

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Income from the energy business is recognized based on the power generated and put on the market at regulated
prices, being recognized income when the energy produced is transferred to the system.

Accordingly, interest income is recognized using the effective interest method. Dividend income is also recognized
when the shareholder’s rights to receive payment have been established.

4.15 Expense recognition

Expenses are recognized on an accrual basis, i.e. when the actual flow of the related goods and services occurs,
regardless of when the resulting monetary or financial flow arises.

An expense is recognized in the consolidated income statement when there is a decrease in the future economic
benefits related to a reduction of an asset, or an increase in a liability, which can be measured reliably. This means
that an expense is recognized simultaneously with the recognition of the increase in a liability or the reduction of an
asset. Additionally, an expense is recognized immediately in the consolidated income statement when a
disbursement does not give rise to future economic benefits or when the requirements for recognition as an asset are
not met. Also, an expense is recognized when a liability is incurred and no asset is recognized, as in the case of a
liability relating to a guarantee.

4.16 Operating profit (loss) before impairment losses, net gains/losses due to changes in the value of assets,
gains/losses on disposals of non-current assets and other losses

The Company presents in the consolidated income statement a subtotal ‘Operating profit (loss) before impairment
losses, net gains/losses due to changes in the value of assets, gains/losses on disposals of non-current assets and
other losses’. The Company uses this subtotal in their analysis of the performance of the Company. In accordance
with IAS 1.85a, modified in December 2014, when an entity presents subtotals, those subtotals shall (i) be composed
of line items made up of amounts recognized and measured in accordance with IFRS, (ii) be presented and labelled
in a manner that makes the line items that constitute the subtotal clear and understandable, (iii) be consistent from
period to period and (iv) not be displayed with more prominence than the subtotals and totals required in IFRS for
the statement presenting profit or loss. Consequently, the Company, concluded that the presentation of this subtotal
in the face of the consolidated income statement is essential for the understanding the financial performance of the
Company.

4.17 Derivative financial instruments

In order to mitigate the economic effects of exchange rate and interest rate fluctuations to which it is exposed as a
result of its business activities, the Company uses derivative financial instruments, such as cross currency swaps and
interest rate swaps.

The Company’s derivative financial instruments are set out in Note 19 to these consolidated financial statements
and the Company’s financial risk management policies are set out in Note 27.

Derivatives are initially recognized at fair value at the date a derivative contract is entered into and are subsequently
remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognized in profit or loss
immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of
the recognition of profit or loss depends on the nature of the hedge relationship. The gain or loss recognized in
respect of derivatives that are not designated and effective as a hedging instrument is recognized in the consolidated
income statement in the line item financial derivative gain (loss).

A derivative with a positive fair value is recognized as a financial asset within the line item other financial assets
whereas a derivative with a negative fair value is recognized as a financial liability within the line item other
financial liabilities. A derivative is presented as a non-current asset or non-current liability if the remaining maturity
of the instrument is more than 12 months and it is not expected to be realized or settled within 12 months.

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Hedge accounting

The Company designates certain derivatives as cash flow hedges. For further details, see Note 19 of the consolidated
financial statements.

At the inception of the hedge relationship, the Company documents the relationship between the hedging
instrument and the hedged item, along with its risk management objectives and its strategy for undertaking the
hedge transaction. Furthermore, at the inception of the hedge and on an ongoing basis, the Company documents
whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged
item.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges
is recognized in other comprehensive income. The gain or loss relating to any ineffective portion is recognized
immediately in profit or loss, and is included in the financial derivative gain (loss) line item.

Amounts previously recognized in other comprehensive income and accumulated in equity in the valuation
adjustments reserve are reclassified to profit or loss in the periods when the hedged item is recognized in profit or
loss, in the same line of the income statement as the recognized hedged item.

Hedge accounting is discontinued when the Company revokes the hedging relationship, the hedging instrument
expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any gain or loss recognized
in other comprehensive income at that time is accumulated in equity and is recognized when the forecast transaction
is ultimately recognized in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss
accumulated in equity is recognized immediately in profit or loss.

4.18 Grants

Grants related to assets

Grants related to assets correspond primarily to non-refundable grants that are measured at the amount granted or at
the fair value of the assets delivered, if they have been transferred for no consideration, and are classified as deferred
income when it is certain that they will be received. Income from these grants is recognized on a straight-line basis
over the useful life of the assets whose costs they are financing. The amount of the assets and of the grants received
are presented separately as assets and liabilities, respectively, within the consolidated statement of financial
position.

The amount of such grants was not material at December 31, 2017 and 2016.

4.19 Termination benefits

Under current labor legislation, the Company is required to pay termination benefits to employees whose
employment relationship is terminated under certain conditions. The payments for termination benefits, when they
arise, are charged as an expense when the decision to terminate the employment relationship is taken. At
December 31, 2017 and 2016, the liabilities related to termination benefits were not material.

4.20 CO2 emission allowances

CO2 emission allowances are measured at cost of acquisition. Allowances acquired free of charge under
governmental schemes are initially measured at market value at the date received. At the same time, a grant is
recognized for the same amount under “deferred income”.

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Emissions allowances are not amortized, but rather are expensed when used.

At year end, the Company assesses whether the carrying amount of the allowances exceeds their market value in
order to determine whether there are indications of impairment. If there are indications, the Company determines
whether these allowances will be used in the production process or earmarked for sale, in which case the necessary
impairment losses would be recognized. Provisions are released when the factors leading to the valuation
adjustment have ceased to exist.

A provision for liabilities and charges is recognized for expenses related to the emission of greenhouse gases. This
provision is maintained until the company is required to settle the liability by surrendering the corresponding
emission allowances. These expenses are accrued as greenhouse gases are emitted.

When an expense is recognized for allowances acquired free of charge, the corresponding “deferred income” is taken
to operating income. The Company derecognizes allowances surrendered at their carrying amount and recognizes
those received at their fair value when received. The difference between both values is recognized as “deferred
income”.

4.21 Share-based compensation

The Company recognizes share-based compensation expense based on the estimated grant date fair value of share-
based awards using a Black-Scholes option pricing model. Prior to vesting, cumulative compensation cost equals
the proportionate amount of the award earned to date. The Company has elected to treat each award as a single
award and recognize compensation cost on a straight-line basis over the requisite service period of the entire award.
If the terms of an award are modified in a manner that affects both the fair value and vesting of the award, the total
amount of remaining unrecognized compensation cost (based on the grant-date fair value) and the incremental fair
value of the modified award are recognized over the amended vesting period.

4.22 Assets and disposal groups classified as held for sale, liabilities associated with assets held for sale and
discontinued operations

Assets and disposal groups classified as held for sale include the carrying amount of individual items, disposal
groups or items forming part of a business unit earmarked for disposal (discontinued operations), whose sale in their
present condition is highly likely to be completed within one year from the reporting date. Therefore, the carrying
amount of these items, which may or may not be of a financial nature, will likely be recovered through the proceeds
from their disposal.

Liabilities associated with non-current assets held for sale include the balances payable arising from the assets held
for sale or disposal groups and from discontinued operations.

Assets and disposal groups classified as held for sale are measured at the lower of fair value less costs to sell and
their carrying amount at the date of classification in this category. Non-current assets held for sale are not
depreciated as long as they remain in this category.

4.23 Consolidated statement of cash flows

The following terms are used in the consolidated statement of cash flows, prepared using the indirect method, with
the meanings specified as follows:

1. Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments
that are subject to an insignificant risk of changes in value.
2. Operating activities: activities constituting the object of the subsidiaries forming part of the consolidated
Company and other activities that are not investing or financing activities.

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3. Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash
and cash equivalents.
4. Financing activities: activities that result in changes in the size and composition of the equity and borrowings
of the Company that are not operating or investing activities.

5. Business Combinations

On December 23, 2015, Ferroglobe PLC consummated the acquisition of 100% of the equity interests of Globe Specialty
Metals, Inc. and subsidiaries and Grupo FerroAtlántica. After consummating this transaction, FerroAtlántica is
considered the Predecessor under applicable SEC rules and regulations; and, therefore, all companies of Globe (see Note
2) were considered additions to the scope of consolidation of Ferroglobe in 2015. FerroAtlántica is the deemed
“accounting acquirer”.

This Business Combination was accounted for using the acquisition method of accounting for business combinations
under IFRS 3 Business Combinations, with FerroAtlántica treated as the accounting acquirer and GSM as the acquiree.
Under this method of accounting, any excess of (i) the aggregate of the acquisition consideration transferred and any
non-controlling interest in Globe over (ii) the aggregate of the fair values as of the closing date of the Business
Combination of the assets acquired and liabilities assumed was recorded as goodwill. The “Acquisition Consideration”
is the fair value on the closing date of the Business Combination of the consideration given. In addition, the value of the
Ferroglobe Ordinary Shares issued to Globe Shareholders pursuant to the Business Combination Agreement (“BCA”)
was determined based on the trading price of the Globe Shares at the date of completion of the transactions.

The acquisition consideration consisted of the fair value of the Ferroglobe Ordinary Shares issued to Globe Shareholders
on the closing date of the Business Combination, plus the portion of the “Replacement awards” that are attributable to
pre-combination service of Globe employees.

Under the terms of the BCA, share-based compensation awards that were issued by Globe and were outstanding and
unexercised as of the date of the Business Combination were exchanged with Ferroglobe share-based awards
(“Replacement Awards”) as follows (see Note 21—Other Liabilities, for further details regarding our share-based
compensation awards):

· Stock Options – Each outstanding Globe stock option was converted into an option to purchase, generally on the
same terms and conditions as were applicable to the Globe stock option prior to the Globe Merger, a number of
Ferroglobe Ordinary Shares equal to the number of Globe Shares subject to such Globe stock option at an exercise
price per Ferroglobe Ordinary Share equal to the exercise price per Globe share of such Globe stock option.
· Restricted Stock Units (“RSUs”) – Each outstanding RSU was assumed by Ferroglobe and was converted into a
Ferroglobe RSU award, generally on the same terms and conditions as were applicable to the Globe RSUs prior to
the Globe Merger, in respect of the number of Globe Shares equal to the number of Globe Shares underlying such
Globe RSUs.
· Stock Appreciation Rights (“SARs”) – Each outstanding SAR was assumed by Ferroglobe and was converted into a
Ferroglobe SAR, generally on the same terms and condition as were applicable to the Globe SARs prior to the Globe
Merger, in respect of that number of Ferroglobe Ordinary Shares equal to the number of Globe Shares underlying
such Globe SAR, at an exercise price per Ferroglobe Ordinary Share (rounded up to the nearest whole cent) equal to
the exercise price per Globe share of such Globe SAR.

The issuance of the “Replacement Awards” was accounted for as a modification of Globe’s Share-Based Awards, and the
portion of the value of the Replacement Awards that was attributable to pre-combination services of Globe employees is
included in the Acquisition Consideration transferred. Compensation expense related to post-combination services will
be recognized over the individual vesting periods of the respective “Replacement Awards” and was not included in the
combined financial information.

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The value of Replacement Awards was added to the fair value of the Ferroglobe Ordinary Shares to determine the total
Acquisition Consideration transferred as follows:

Globe common stock outstanding as of December 23, 2015 1 73,760

Exchange ratio 1.00
Ferroglobe Ordinary Shares issued as converted 73,760
Globe common stock per share price as of December 23, 2015 $ 10.80
Fair value of Ferroglobe Ordinary Shares issued pursuant to the Business Combination and estimated
value $ 796,608
Replacement Awards—equity settled awards 1,430
Acquisition Consideration $ 798,038

1 The number of shares of Globe common stock outstanding options was determined immediately prior to the effective time of the Business
Combination.

In accordance with IFRS 3, the fair value of Ferroglobe Ordinary Shares issued to Globe Shareholders pursuant to the
Business Combination Agreement was measured on the closing date of the Business Combination at the then-current
market price of Globe’s common stock.

The business combination was recorded as a business combination under IFRS 3 with identifiable assets acquired and
liabilities assumed recorded at their estimated fair values on the acquisition date while costs associated with the
acquisition are expensed as incurred. The Company utilized the services of third-party valuation consultants, along with
estimates and assumptions provided by the Company, to estimate the fair value of the assets acquired. The third-party
valuation consultants utilized several appraisal methodologies including income, market and cost approaches to
estimate the fair value of the identifiable net assets acquired.

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The following is the final fair value of assets acquired and the liabilities assumed by Ferroglobe in the Business
Combination, reconciled to the value of the Acquisition Consideration pursuant to the Business Combination
Agreement:

Balances
US$'000
ASSETS
Non-current assets
Goodwill 425,413
Other intangible assets 43,746
Property, plant and equipment 584,617
Non-current financial assets 2,521
Deferred tax assets 22,994
Other non-current assets 1,386
Total non-current assets acquired 1,080,677
Current assets
Inventories 117,230
Trade and other receivables 73,753
Current financial assets 4,112
Other current assets 5,231
Cash and cash equivalents 77,709
Total current assets acquired 278,035
Total assets acquired 1,358,712
Non-current liabilities
Provisions 33,877
Bank borrowings 100,048
Obligations under finance leases 3,283
Other non-current liabilities 4,451
Deferred tax liabilities 140,435
Total non-current liabilities acquired 282,094
Current liabilities
Provisions 5,439
Bank borrowings 1,167
Obligations under finance leases 2,627
Trade and other payables 58,044
Other current liabilities 66,770
Total current liabilities acquired 134,047
Net assets acquired 942,571
Non-controlling interests (144,533)
Acquisition consideration 798,038

Goodwill arose in the Business Combination as the acquisition consideration exceeded the fair value of the identifiable
net assets acquired, including identifiable intangible assets. Goodwill is not deductible for tax purposes.

The purchase price allocation was not final at December 31, 2015 and subsequent changes were made to the fair value of
the identifiable net assets acquired. As a result, acquired Property, plant and equipment decreased by $40,794 thousand,
Deferred tax assets increased by $2,972 thousand and Deferred tax liabilities decreased by $14,900 thousand, which
resulted in an increase to Goodwill of $22,922 thousand.

GSM was included in the scope of consolidation as of December 23, 2015, as indicated above, contributed “2015 -
Sales” of $10,898 thousand and “2015 - Profit attributable to the Parent” of $68 thousand.

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In the fiscal year ended December 31, 2015 if GSM had been included in the scope of consolidation from January 1,
2015, GSM would have contributed “2015 - Sales—pro-forma” of $733,916 thousand and “2015 - Losses Attributable to
the Parent – pro-forma” of $53,260 thousand. In determining unaudited “pro-forma” data, the Company calculated the
depreciation of “Property, plant and equipment” based on the fair values determined in the initial accounting for the
Business Combination rather than the carrying amounts recognized in the pre-acquisition financial statements.

Total expenditures incurred by the Predecessor and/or the Parent for the consummation of the Business Combination
totaling $22,132 thousand are included in “Other operating expenses” in the consolidated income statement for 2015
and other costs totaling $9,414 thousand have been recorded as “Equity—Reserves”, under IFRS 3.

6. Segment reporting

Operating segments are based upon the Company’s management reporting structure. The Company’s operating segments
are primarily at a country level as this is how the Chief Operating Decision Maker (CODM) assesses performance and
makes decisions about resource allocation. This is due to the integrated operations within each country and the ability
to reallocate production based on the individual capacity of each plant. Additionally, economic factors that may impact
our results of operations, such as currency fluctuations and energy costs, are also assessed at a country level.

The Company’s North America reportable segment is the result of the aggregation of the operating segments of the
United States and Canada. These operating segments have been aggregated as they have similar long-term economic
characteristics and there is similarity of competitive and operating risks and the political environment in the United
States and Canada. The Company’s Europe reportable segment is the result of the aggregation of the operating segments
of Spain and France. Similar to our United States and Canada operating segments, our Spain and France operating
segments are grouped together based on the relative similarity of the EBITDA margins, competitive risks, currency risks
(i.e. risks relating to the Euro), operating risks and, given they are each part of the European Union and the European
Economic Community, the political and economic environment.

During 2017, upon further evaluation of the management reporting structure, it was concluded that our reportable
segments would be amended to no longer reflect Venezuela as a separate reportable segment. The decision was taken as a
result of on-going economic, political and social instability in the region which has resulted in uncertainty surrounding
the cash flow generation capacity of our operations. During the year-ended December 31, 2016, due to the uncertainty in
Venezuela substantially all assets were impaired. The segment previously recognized ‘Electrometallurgy – Venezuela’
now forms part of our ‘Other segments’. The comparative periods have been restated to conform to the 2017 reportable
segment presentation.

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The consolidated income statements at December 31, 2017, 2016 and 2015, by reportable segment, are as follows:

2017
Electrometallurgy - Electrometallurgy - Electrometallurgy - Adjustments/
North America Europe South Africa Other segments Eliminations (**) Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Sales 541,143 1,083,200 122,504 60,199 (65,353) 1,741,693
Cost of sales (303,096) (690,589) (81,744) (33,616) 65,650 (1,043,395)
Other operating income 2,701 12,681 2,868 15,619 (15,670) 18,199
Staff costs (90,802) (147,595) (23,495) (39,851) (220) (301,963)
Other operating expense (68,537) (107,130) (24,462) (55,955) 16,158 (239,926)
Depreciation and amortization
charges, operating allowances and
write-downs (66,789) (27,404) (5,788) (4,557) 9 (104,529)
Operating profit (loss) before
impairment losses, net gains/losses
due to changes in the value of
assets, gains/losses on disposals of
non-current assets and other gains
and losses 14,620 123,163 (10,117) (58,161) 574 70,079
Impairment losses (30,618) — — (323) (16) (30,957)
Net gain due to changes in the value
of assets — — 7,222 — 282 7,504
(Loss) gain on disposal of non-
current assets (3,718) 301 (138) (818) 57 (4,316)
Other (loss) gain — (13,604) — (2,625) 13,616 (2,613)
Operating (loss) profit (19,716) 109,860 (3,033) (61,927) 14,513 39,697
Finance income 448 6,733 404 191,261 (195,138) 3,708
Finance costs (4,567) (40,106) (7,361) (48,486) 35,108 (65,412)
Financial derivative loss — — — (6,850) — (6,850)
Exchange differences (191) 5,938 (1,197) 3,730 (66) 8,214
(Loss) profit before tax (24,026) 82,425 (11,187) 77,728 (145,583) (20,643)
Income tax benefit (expense) 29,386 (26,031) 2,068 9,692 (294) 14,821
Profit (loss) for the year 5,360 56,394 (9,119) 87,420 (145,877) (5,822)
Loss (profit) attributable to non-
controlling interests 4,734 (370) (147) 951 (24) 5,144
Profit (loss) attributable to the
Parent 10,094 56,024 (9,266) 88,371 (145,901) (678)

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2016 (*)
Electrometallurgy - Electrometallurgy - Electrometallurgy - Adjustments/
Other Eliminations
North America Europe South Africa segments (**) Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Sales 521,192 949,547 142,160 90,337 (127,199) 1,576,037
Cost of sales (325,254) (672,026) (99,124) (79,912) 132,904 (1,043,412)
Other operating income 362 25,908 3,422 4,713 (8,190) 26,215
Staff costs (82,032) (132,440) (23,589) (58,577) 239 (296,399)
Other operating expense (64,606) (118,269) (28,834) (37,964) 5,727 (243,946)
Depreciation and amortization charges,
operating allowances and write-downs (73,530) (31,730) (4,732) (12,818) (2,867) (125,677)
Operating (loss) profit before
impairment losses, net gains/losses due to
changes in the value of assets,
gains/losses on disposals of non-current
assets and other gains and losses (23,868) 20,990 (10,697) (94,221) 614 (107,182)
Impairment losses (193,000) (1,077) (8,147) (59,248) (6,617) (268,089)
Net gain (loss) due to changes in the value
of assets — — 1,896 — (5) 1,891
Gain (loss) on disposal of non-current
assets — — 21 446 (127) 340
Other (loss) gain — (32,655) — (2,514) 35,129 (40)
Operating (loss) profit (216,868) (12,742) (16,927) (155,537) 28,994 (373,080)
Finance income 1 11,551 744 6,639 (17,399) 1,536
Finance costs (3,249) (16,540) (6,038) (13,629) 9,205 (30,251)
Exchange differences (438) 2,436 (2,164) (3,290) (57) (3,513)
(Loss) profit before tax (220,554) (15,295) (24,385) (165,817) 20,743 (405,308)
Income tax benefit (expense) 9,982 (10,505) 4,433 40,160 2,625 46,695
(Loss) profit for the year (210,572) (25,800) (19,952) (125,657) 23,368 (358,613)
Loss (profit) attributable to non-
controlling interests 6,044 (93) 856 11,827 1,552 20,186
(Loss) profit attributable to the Parent (204,528) (25,893) (19,096) (113,830) 24,920 (338,427)

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2015 (*)
Electrometallurgy - Electrometallurgy - Electrometallurgy - Adjustments/
Other Eliminations
North America Europe South Africa segments (**) Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Sales 10,062 1,174,968 219,890 129,123 (217,453) 1,316,590
Cost of sales (6,200) (811,114) (134,978) (88,041) 221,597 (818,736)
Other operating income 17 52,211 5,070 2,109 (43,656) 15,751
Staff costs (1,983) (148,652) (24,663) (30,574) 3 (205,869)
Other operating expense (276) (142,867) (29,237) (67,347) 39,431 (200,296)
Depreciation and amortization charges,
operating allowances and write-downs (1,183) (35,255) (7,744) (22,492) (376) (67,050)
Operating profit (loss) before
impairment losses, net gains/losses due to
changes in the value of assets,
gains/losses on disposals of non-current
assets and other gains and losses 437 89,291 28,338 (77,222) (454) 40,390
Impairment losses — — — (52,042) — (52,042)
Net gain (loss) due to changes in the value
of assets — — 1,336 (2,249) 1 (912)
Gain (loss) on disposal of non-current
assets — 1,468 — (3,681) (1) (2,214)
Other (loss) gain — (40,983) — 9,257 31,379 (347)
Operating profit (loss) 437 49,776 29,674 (125,937) 30,925 (15,125)
Finance income 6 36,206 501 4,869 (40,486) 1,096
Finance costs (109) (19,287) (5,015) (14,060) 8,066 (30,405)
Exchange differences (44) 8,617 2,498 24,833 — 35,904
Profit (loss) before tax 290 75,312 27,658 (110,295) (1,495) (8,530)
Income tax expense — (22,953) (7,807) (16,580) (2,602) (49,942)
Profit (loss) for the year 290 52,359 19,851 (126,875) (4,097) (58,472)
(Profit) loss attributable to non-controlling
interests (41) (61) 226 9,019 6,061 15,204
Profit (loss) attributable to the Parent 249 52,298 20,077 (117,856) 1,964 (43,268)

(*)The amounts for prior periods have been re-presented to show the results of the Spanish energy business within income from continuing
operations as part of the Other segments, as described in Note 1 to the consolidated financial statements. In addition, the Venezuela segment
is reflected as part of the Other segments, as described in Note 6 to the consolidated financial statements.

(**) The amounts correspond to transactions between segments that are eliminated in the consolidation process.

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The consolidated statements of financial position at December 31, 2017 and 2016, by reportable segment are as follows:

2017
Consolidation
Electrometallurgy - Electrometallurgy - Electrometallurgy - Adjustments/
North America Europe South Africa Other segments Eliminations (*) Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Goodwill 205,287 — — — — 205,287
Other intangible assets 26,724 20,381 1,505 10,048 — 58,658
Property, plant and equipment 512,003 167,314 64,331 174,326 — 917,974
Financial assets 16,174 69,555 — 6,055 — 91,784
Inventories 100,856 204,240 42,478 13,657 — 361,231
Receivables 165,006 260,612 35,330 833,243 (1,175,756) 118,435
Other assets 20,380 22,767 41,008 23,473 (45,212) 62,416
Cash and cash equivalents 10,886 153,967 6,912 12,707 — 184,472
Total assets 1,057,316 898,836 191,564 1,073,509 (1,220,968) 2,000,257

Equity 521,819 198,059 62,933 154,947 — 937,758

Deferred income — 2,034 — 1,138 — 3,172
Provisions 28,602 56,654 11,080 19,156 — 115,492
Bank borrowings and other financial
liabilities (excluded finance leases) — 4,918 — 133,516 — 138,434
Debt instruments — — — 350,270 — 350,270
Obligations under finance leases 1,994 — — 80,639 — 82,633
Trade payables 321,710 584,542 95,082 380,834 (1,176,336) 205,832
Other non-trade payables 183,191 52,629 22,469 (46,991) (44,632) 166,666
Total equity and liabilities 1,057,316 898,836 191,564 1,073,509 (1,220,968) 2,000,257

2016
Consolidation
Electrometallurgy - Electrometallurgy - Electrometallurgy - Adjustments/
North America Europe South Africa Other segments Eliminations (*) Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Goodwill 230,210 — — — — 230,210
Other intangible assets 33,243 18,946 1,355 9,295 — 62,839
Property, plant and equipment 540,794 154,379 58,559 111,807 (83,933) 781,606
Financial assets — 113,157 — 17,329 (110,769) 19,717
Inventories 73,901 183,868 40,475 20,575 (2,117) 316,702
Receivables 50,000 275,823 34,852 217,307 (354,497) 223,485
Other assets 37,220 30,050 20,285 59,576 (52,257) 94,874
Cash and cash equivalents 38,389 87,997 15,195 55,402 (52) 196,931
Assets and disposal groups classified as
held for sale (Note 29) — — — — 92,937 92,937
Total assets 1,003,757 864,220 170,721 491,291 (510,688) 2,019,301

Equity 646,397 220,948 59,756 (6,798) (28,261) 892,042

Deferred income — 2,229 — 1,719 1 3,949
Provisions 29,837 50,482 11,770 11,832 (2,337) 101,584
Bank borrowings and other financial
liabilities (excluded finance leases) — 313,910 29,620 171,395 (5,575) 509,350
Obligations under finance leases 3,181 — 2,055 81,383 (81,382) 5,237
Trade payables 193,128 237,286 49,667 172,230 (463,867) 188,444
Other liabilities 131,214 39,365 17,853 59,530 (36,949) 211,013
Liabilities associated with assets held for
sale (Note 29) — — — — 107,682 107,682
Total equity and liabilities 1,003,757 864,220 170,721 491,291 (510,688) 2,019,301

(*) These amounts correspond to balances between segments that are eliminated at consolidation .

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Other disclosures

Sales by product line

Sales by product line are as follows:

2017 2016 2015

US$'000 US$'000 US$'000
Silicon metal 739,618 751,508 592,458
Manganese alloys 363,644 223,451 260,371
Ferrosilicon 266,862 242,788 228,830
Other silicon-based alloys 188,183 173,901 105,702
Silica fume 36,338 37,480 29,660
Other 147,048 146,909 99,569
Total 1,741,693 1,576,037 1,316,590

Information about major customers

Total sales of $820,897 thousand, $656,907 thousand, and $524,821 thousand were attributable to the Company’s top
ten customers in 2017, 2016, and 2015 respectively. During 2017, sales corresponding to Dow Corning Corporation
represented 12.2% of the Company’s sales (2016: 13.7%). The sales are to the Electrometallurgy - North America and
Electrometallurgy - Europe segments. However, during 2015 no single customer represented more than 10% of the
Company’s sales.

7. Goodwill

Changes in the carrying amount of goodwill during the years ended December 31, are as follows:

January 1, Impairment Exchange December 31, Impairment Exchange December 31,

2016 (Note 25.5) differences 2016 (Note 25.5) differences 2017
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Thaba Chueu Mining (Pty.), Ltd. 1,438 (1,612) 174 — — — —
Globe Specially Metals, Inc.
(Globe) (see Note 5) 425,413 (193,000) (2,203) 230,210 (30,618) 5,695 205,287
Total 426,851 (194,612) (2,029) 230,210 (30,618) 5,695 205,287

In accordance with the requirements of IAS 36, goodwill is tested for impairment annually and is tested for impairment
between annual tests if a triggering event occurs that would indicate the carrying amount of a cash-generating unit may
be impaired. Impairment testing for goodwill is done at a cash-generating unit level, and the Company performs its
annual impairment test at the end of the annual reporting period (December 31 st). The estimate of the recoverable value
of the cash-generating units requires significant judgment in evaluation of overall market conditions, estimated future
cash flows, discount rates and other factors, and are calculated based on management’s business plans.

During the year ended December 31, 2017, in connection with our annual goodwill impairment test, the Company
recognized an impairment charge of $30,618 thousand related to the partial impairment of goodwill in Canada, resulting
from a decline in future estimated sales prices and a decrease in our estimated long-term growth rate which caused the
Company to revise its expected future cash flows from its Canadian business operations. The impairment charge is
recorded within the Electrometallurgy – North America reportable segment.

During the year ended December 31, 2016, in connection with our annual goodwill impairment test, the Company
recognized an impairment charge of $193,000 thousand related to the partial impairment of goodwill at Globe, resulting
from a sustained decline in sales prices that continued throughout 2016 and which caused the Company to revise its
expected future cash flows from Globe’s business operations. The impairment charge is recorded within the

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Electrometallurgy – North America reportable segment, of which $178,900 thousand is associated with U.S. cash-
generating units and $14,100 thousand is associated with Canadian cash-generating units.

Ferroglobe operates in a cyclical market, and silicon and silicon-based alloy index pricing and foreign import pressure
into the U.S. and Canadian markets impact the future projected cash flows used in our impairment analysis. Recoverable
value was estimated based on discounted cash flows and market multiples. Estimates under the Company’s discounted
income based approach involve numerous variables including anticipated sales price and volumes, cost structure,
discount rates and long term growth that are subject to change as business conditions change, and therefore could impact
fair values in the future. As of December 31, 2017, the remaining goodwill for the U.S and Canadian cash-generating
units is $172,913 thousand and $32,374 thousand, respectively.

During the year ended December 31, 2016, the Company recognized an additional goodwill impairment charge of
$1,612 thousand associated with its quartz mining business in South Africa, Thaba Chueu Mining (Pty.), Ltd. (Thaba
Chueu), as a result of its expected future cash flows. In estimating the fair value of Thaba Chueu, we considered cash
flow projections using assumptions about overall market conditions, expected domestic sales pricing, and cost reduction
initiatives. The impairment charge represented a write-off of the entire goodwill balance at the cash-generating unit, and
it is recorded within the Electrometallurgy – South Africa segment.

Key assumptions used in the determination of recoverable value

In determining the asset recoverability through value in use, management makes estimates, judgments and assumptions
on uncertain matters. For each cash-generating unit, the value in use is determined based on economic assumptions and
forecasted operating conditions as follows:

2017 2016
U.S. Canada U.S. Canada
Weighted average cost of capital 10.5 % 10.5 % 9.0 % 9.5 %
Long-term growth rate 1.5 % 1.5 % 2.4 % 3.0 %
Normalized tax rate 27.1 % 26.5 % 40.0 % 26.5 %
Normalized cash free net working capital 21.0 % 21.0 % 15.0 % 15.0 %

The Company has defined a financial model which considers the revenues, expenditures, cash flows, net tax payments
and capital expenditures on a five year period (2018‑2022), and perpetuity beyond this tranche. The financial
projections to determine the net present value of future cash flows are modeled considering the principal variables that
determine the historic flows of each group of cash-generating unit.

Sensitivity to changes in assumptions

Changing management’s assumptions, could significantly affect the evaluation of the value in use of our cash
generating units and, therefore, the impairment result. The following changes to the assumptions used in the impairment
test lead to the following:

Excess of Sensitivity on Sensitivity on Sensitivity on

long-
recoverable discount rate term growth rate cash flows
value over Decrease Increase Decrease Increase Decrease Increase
Goodwill carrying value by 10% by 10% by 10% by 10% by 10% by 10%
(in millions of US$)
Electrometallurgy - U.S. 172.9 239.8 78.8 (62.4) (7.1) 7.4 (59.3) 59.3
Electrometallurgy - Canada 32.4 — 12.6 (10.0) (1.1) 1.2 (10.1) 10.1
Total 205.3

Refer to Note 9 (Property, plant and equipment) for discussion of Management’s impairment analysis of long-lived assets
and impairments recognized during the year ended December 31, 2017 and 2016.

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8. Other intangible assets

Changes in the carrying amount of other intangible assets during the years ended December 31 are as follows:

Other Accumulated
Development Power Supply Computer Intangible Depreciation Impairment
Expenditure Agreements Rights of Use Software Assets (Note 25.3) (Note 25.5) Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at January 1, 2016 40,536 37,836 19,857 5,881 19,529 (43,129) (8,891) 71,619
Additions 1,162 — 1,171 — 8,160 (12,649) (230) (2,386)
Disposals — — — — (5,580) — — (5,580)
Exchange differences (1,344) — (683) (66) (325) 1,149 455 (814)
Balance at December 31, 2016 40,354 37,836 20,345 5,815 21,784 (54,629) (8,666) 62,839
Additions 260 — 55 — 14,472 (8,440) (443) 5,904
Disposals — — — (10) (14,294) 565 — (13,739)
Transfers from/(to) other accounts 4,044 — — — (150) (3,894) — —
Exchange differences 5,824 — 2,639 242 2,451 (6,353) (1,149) 3,654
Balance at December 31, 2017 50,482 37,836 23,039 6,047 24,263 (72,751) (10,258) 58,658

Development expenditure additions in 2017 and 2016 primarily relate to the development of the “Silicio Solar” project,
undertaken by several subsidiaries.

Additions and disposals in other intangible asset in 2017 and 2016 primarily relate to the acquisition, use and expiration
of rights held to emit greenhouse gasses by several Spanish and French subsidiaries (see Note 4.20).

As a result of the business combination with Globe in 2015, the Company acquired a power supply agreement which
provides favorable below-market power rates to a United States production facility as well as the computer software
system used at all United States subsidiaries.

The Company was granted certain rights of use on various assets that will have to be returned, free of charges, in
successive years. The cost of the assets associated with these concessions is depreciated over the shorter of the useful life
of the assets and the period for use and it is estimated that the costs, if any, to be incurred when the assets are handed
over will not be significant.

Refer to Note 9 (Property, plant and equipment) for discussion of Management’s impairment analysis of long-lived assets
and impairments recognized during the year ended December 31, 2017 and 2016.

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9. Property, plant and equipment

The detail of Property, plant and equipment, net of the related accumulated depreciation and impairment in 2017 and
2016 is as follows:

Advances and
Property, Plant Other Items of
Other Fixtures, and Equipment Property,
Land and Plant and Tools and in the Course of Mineral Plant Accumulated
Depreciation Impairment
Buildings Machinery Furniture Construction Reserves and Equipment Total
(Note 25.3) (Note 25.5)
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at January 1, 2016 222,462 1,339,403 5,100 81,028 59,989 30,059 (716,569) (49,899) 971,573
Additions 488 3,017 801 60,035 — 204 (105,695) (67,624) (108,774)
Disposals and other (600) (1,448) — (688) — (7) 1,980 — (763)
Transfers from/(to) other accounts 4,106 57,345 116 (61,567) — — — — —
Exchange differences (3,015) (11,594) 28 (2,114) — 1,947 13,399 4,854 3,505
Transfer to assets and disposal
groups classified as held for sale
(32,383) (166,668) (73) (26,829) — — 141,378 640 (83,935)
and discontinued operations (see
Note 29)
Balance at December 31, 2016 191,058 1,220,055 5,972 49,865 59,989 32,203 (665,507) (112,029) 781,606
Additions 1,665 1,849 2,262 71,204 — 1,455 (94,051) 104 (15,512)
Disposals and other (202) (56,475) (607) (1,029) — (164) 49,403 — (9,074)
Transfers from/(to) other accounts 5,228 49,892 377 (58,480) (90) (58) 3,131 — —
Exchange differences 16,843 96,709 450 9,225 460 (1,072) (73,575) (5,058) 43,982
Additions to the scope of
1,648 97 — 16,985 — — — — 18,730
consolidation
Transfer from assets and disposal
groups classified as held for sale 35,058 178,677 79 40,814 — — (155,726) (660) 98,242
(see Note 29)
Balance at December 31, 2017 251,298 1,490,804 8,533 128,584 60,359 32,364 (936,325) (117,643) 917,974

Additions to the scope of consolidation represents the contribution by the non-controlling interest partner, Blue Power
Corporation, S.L. (“Blue Power”) to the solar production facility located in Puertollano, Spain.

During 2017 and 2016 the Company has tested the long-lived assets for impairment of subsidiaries with uncertain cash
flows.

As a result of the economic, political and social instability in Venezuela, uncertainty existed surrounding the cash flow
generation capacity of FerroAtlántica de Venezuela, SA. (“FerroVen”). Due to these unfavorable conditions, the
Company’s management decided to cease export sales at FerroVen until free market conditions are reestablished.
Operations are continuing at a reduced level of output with sales made to the local domestic market, however until
exports recommence the business is expected to generate minimal or negative cash flows. As a result, in 2016, the
Company impaired FerroVen’s long-lived assets by $58,472 thousand, mostly relation to property, plant and equipment.

In 2016, the Company recognized impairment for the South African group mining subsidiary, Thaba Chueu Mining
(Pty) Ltd., to the value of $9,176 thousand, comprising goodwill of $1,612 thousand intangible assets of $230 thousand
and Property, plant and equipment of $7,334 thousand. The Company based this impairment assessment on the weak
generation of expected future cash flows in the coming years, due to the unfavorable market conditions with third parties
which was mainly linked to the low quartz prices in the local market.

During 2017, the Company reversed impairment of $685 thousand related to the Company’s hydroelectric facilities.
During this same period, impairment was recognized of $581 thousand, which related to the abandonment of minor
projects.

The Company takes out insurance policies to cover the possible risks to which its Property, plant and equipment are
subject and against which claims might be filed in the pursuit of its business activities. These policies are considered to
adequately cover the risks to which the related items were subject at December 31, 2017 and 2016.

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Property, plant and equipment pledged as security

At December 31, 2017 and 2016, the Company has property, plant and equipment of $660,960 thousand and $597,385
thousand, respectively, pledged as security for outstanding bank loans and other payables.

Finance leases

Finance leases held by the Company included in Plant and Machinery at December 31 are as follows:

Lease
Time Historical Accumulated Carrying Interest Payments
Life Elapsed Cost Cost Depreciation Amount Payable Outstanding
(Years) (Years) (Euros) ($) ($) ($) ($) ($)
December 31, 2017 Hydroelectrical
installations 10 5.6 109,047 130,780 (84,000) 46,780 — 80,639
December 31, 2016 Hydroelectrical
installations (*) 10 4.6 109,047 114,946 (73,866) 41,080 — 81,383
(*) The balance of the assets and liabilities related to Hydroelectrical installations as of December 31, 2016 was presented as a disposal group
held for sale (see Note 29). Refer to Note 17 for minimum finance lease payments by year.

These assets will revert back to the Spanish State, free of charges, between 2038 and 2060. The costs incurred at the time
of the reversal are not deemed to be significant.

Commitments

As Pursuant to the Solar JV Agreement, FerroAtlántica has committed to incur capital expenditures in connection with
the joint venture of approximately $62,000 thousand over the next two years. Plans for and financing of further phases
are subject to agreement and approval by the parties to the Solar JV Agreement pursuant to specified procedures. To the
extent the project continues into further phases, we would expect to commit, in the future and subject to appropriate
approval and authorization, to incur approximately $53,500 thousand in joint venture‑related capital expenditures in
the first year of the second phase.

At December 31, 2017 and 2016, the Company has capital expenditure commitments totaling $4,598 thousand and
$12,493 thousand, respectively, primarily related to maintenance and improvement works at plants and as of December
31, 2016 the addition of 19 MW of annual capacity to existing hydroelectric power plants in Spain.

10. Financial assets

Other financial assets

Other financial assets comprise the following at December 31:

2017
Non-
Current Current Total
US$'000 US$'000 US$'000
Other financial assets held with third parties:
Loans and receivables 3,081 — 3,081
Other 86,234 2,469 88,703
Total 89,315 2,469 91,784

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2016
Non-
Current Current Total
US$'000 US$'000 US$'000
Other financial assets held with third parties:
Loans and receivables 2,388 — 2,388
Other 3,435 4,049 7,484
Total 5,823 4,049 9,872

At December 31, 2017, Other includes an amount of $82,638 thousand (2016: $nil) corresponding to an investment in
subordinated loan notes issued by a special purpose entity that has purchased accounts receivable from the Company
pursuant to a securitization program (see ‘Securitization of trade receivables’ below). The planned maturity of this
amount is July 31, 2020 when the Program term ends.

At December 31, 2017, loans and receivables are stated net of a provision for impairment of $4,462 thousand in respect
of amounts due from non-controlling interests (2016: $4,547 thousand). At December 31, 2016, other financial assets
were stated net of a provision for impairment of $1,076 thousand. This amount was written off during the year ended
December 31, 2017.

Non-current loans and receivables primarily relate to payments to local public-sector entities pursuant to local
legislation of various subsidiaries, which will be paid back to the subsidiaries or replaced with third-party loans. These
accounts are carried at amortized cost.

The planned long-term maturity of the above non-current loans and receivables at December 31 is as follows:

2017
2019 2020 2021 2022 Other Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Other financial assets held with third parties:
Loans and receivables 344 156 161 142 2,278 3,081

2016
2018 2019 2020 2021 Other Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Other financial assets held with third parties:
Loans and receivables 404 153 137 141 1,553 2,388

Trade and other receivables

Trade and other receivables comprise the following at December 31:

2017 2016
US$'000 US$'000
Trade receivables 67,947 152,303
Trade notes receivable — 725
Unmatured discounted notes and bills — 719
Doubtful trade receivables 17,346 14,671
Tax receivables(1) 27,118 17,299
Employee receivables 392 456
Other receivables 16,006 37,904
Less – allowance for doubtful debts (17,346) (14,671)
Total 111,463 209,406

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(1) “Tax receivables” is primarily related to VAT receivables, which are recovered either by offsetting against VAT payables or are expected to
be refunded by the tax authorities in the relevant jurisdictions.

The trade and other receivables disclosed above are classified as loans and receivables and are therefore measured at
amortized cost. Due to the short-term nature of these receivables, their carrying amount is considered to approximate
their fair value.

The age of the past-due receivables for which no allowance had been recognized is as follows:

2017 2016
US$'000 US$'000
0-90 days 22,085 54,428
90-180 days 5,316 9,011
180-360 days 3,938 1,061
31,339 64,500

The changes in the allowance for doubtful debts during 2017 and 2016 were as follows:

Allowance
US$'000
Balance at January 1, 2016 11,068
Impairment losses recognized (Note 25.3) 7,578
Amounts written off as uncollectible (3,425)
Exchange differences (550)
Balance at December 31, 2016 14,671
Impairment losses recognized (Note 25.3) 1,784
Amounts written off as uncollectible (643)
Exchange differences 1,534
Balance at December 31, 2017 17,346

Sales to the Company’s biggest customer, Dow Corning Corporation, represented 12.2% of the Company’s sales during
the year ended December 31, 2017 (2016: 13.7%).

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Securitization of trade receivables

On July 31, 2017, the Company entered into an accounts receivable securitization program (the “Program”) where trade
receivables held by the Company’s subsidiaries in the US, Canada, Spain and France are sold to Ferrous Receivables
DAC, a special purpose entity domiciled and incorporated in Ireland (the “SPE”). Eligible receivables are sold to the SPE
on an on-going basis at an agreed upon purchase price. Part of the consideration is received upfront in cash and part is
deferred in the form of senior subordinated and junior subordinated loans notes issued by the SPE to the selling entities.
Up to $250,000 thousand of upfront cash consideration can be provided by the SPE under the Program, financed by ING
Bank N.V., as senior lender and Finacity Capital Management Inc., as intermediate subordinated lender and control
party. In respect of trade receivables outstanding at December 31, 2017, the SPE had provided upfront cash
consideration of approximately $166,525 thousand. The Program has a three-year term until July 31, 2020.

During the year ended December 31, 2017, the Company sold approximately $850 million of trade receivables to the
SPE. The loss on transfer of the receivables, or purchase discount, which equates to difference between the carrying
amount of the receivable and the purchase consideration, was $7,256 thousand and has been recognized within finance
costs in the consolidated income statement (see Note 25.4).

As a lender to the SPE, the Company earns interest on its senior subordinated and junior subordinated loan receivables.
During the year ended December 31, 2017, the Company earned interest of $1,313 thousand in respect of these loan
receivables, recognized within finance income in the consolidated income statement.

The Company is engaged as master servicer to the SPE whereby the Company is responsible for the cash collection,
reporting and cash application of the sold receivables. As master servicer, the Company earns a fixed management fee
and an additional servicing fee which entitles the Company to a residual interest upon liquidation of the SPE. This
results in the Company being exposed to variable returns. The additional servicing fee will only be paid out on
liquidation of the SPE and from any excess cash flows remaining after all lenders to the SPE have been repaid. During
the year ended December 31, 2017, the Company earned $622 thousand of servicing fees from the SPE. The service fee
receivables are included in other non-current financial assets in the consolidated statement of financial position and this
represents the Company’s maximum exposure to loss from this continuing involvement in the transferred assets.

Judgements relating to the consolidation of the SPE

The Company does not own shares in the SPE or have the ability to appoint its directors. In determining whether to
consolidate the SPE, the Company has evaluated whether it has control over the SPE, in particular, whether it is exposed,
or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through
its power over the investee.

Receivables are sold to the SPE under a true sale opinion with legal interest transferred from the Company to the SPE.
While the sale of receivables to the SPE is without credit recourse, the Company continues to be exposed to the
variability of risks and rewards associated with ownership as it is exposed to credit risk as senior subordinated and junior
subordinated lender and it has rights to variable returns in respect of its remuneration as master servicer.

The Company considers that the returns of the investees in the SPE are affected by the management of the receivables
portfolio. In particular, it is the management of any impaired receivables that significantly impacts the variability of the
returns of the SPE. The act of servicing receivables on a day-to-day basis does not constitute a relevant activity, as this
does not significantly impact the returns of the SPE. The intermediate subordinated lender, has the unabated ability to
remove the Company as servicer of impaired receivables and take the decision to sell such receivables, giving it the
unilateral power to affect the relevant activities of these receivables and thereby influence the variable

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returns. Accordingly, the Company has concluded that it does not control the SPE and therefore does not include the
SPE in the Company’s consolidation.

Derecognition of transferred financial assets

The Company considers that when receivables are sold to the SPE, it has neither substantially transferred or substantially
retained all the variability of risks and rewards associated with ownership of the receivables. The assets are pledged as
security under the Senior Loans, therefore the SPV is restricted from selling them. According to that, the Company
concludes that control of the assets has not been transferred and it should recognize the assets to the extent of its
continuing involvement. This continuing involvement has been considered to equate to the investment in the junior
subordinated note, and therefore has been deemed immaterial. At December 31, 2017, the derecognition of trade
receivables has resulted in the recognition of loans to the SPE and receivables from the SPE totaling $82,638 thousand
in aggregate, presented within other non-current financial assets. These loans and receivables have a contractual
maturity of July 31, 2020 and their carrying amount of $82,638 thousand represent the entity’s maximum exposure to
loss from the SPE. As senior subordinated and junior subordinated lender to the SPE, the Company’s has a security
interest in the sold receivables. This interest is junior to that of the senior lender, ING Bank N.V. The Company’s
expected credit loss in respect of these loans is not material.

The investment in the senior subordinated and junior subordinated loans is carried at fair value with changes in fair
value recognized in profit and loss. As of December 31, 2017, the fair value did not differ significantly from the face
value of the loans, and the valuation has been considered as level III in the IFRS fair value hierarchy since it is not
primarily based on observable inputs. The senior subordinated and junior subordinated loans main characteristics are as
follows:

Amount Interest
US$'000 Rate Currency
Senior Subordinated Loan 82,345 4% U.S. Dollars
Junior Subordinated Loan 293 30% U.S. Dollars

The junior subordinated Loan ranks fourth in the order of priority of payments, whereas the Senior Subordinated Loan
ranks second in the priority of payments after the Senior Lender tranche. Finacity Capital Management Inc. investment
in the intermediate subordinated loan ranks third in the order of priority of payments and the maximum investment
committed by Finacity Capital Management Inc. amounts to $5,000 thousand.

Factoring without recourse arrangements

The Company enters into certain factoring without recourse arrangements for trade receivables. There were $3,801
thousand and $100,827 thousand of factored receivables outstanding as of December 31, 2017 and 2016, respectively.
These factoring arrangements transfer substantially all the economic risks and rewards associated with the ownership of
accounts receivable to a third party and therefore are accounted for by derecognizing the accounts receivable upon
receiving the cash proceeds of the factoring arrangement.

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11. Inventories

Inventories comprise the following at December 31:

2017 2016
US$'000 US$'000
Finished industrial goods 160,060 116,629
Raw materials in progress and industrial supplies 177,728 176,568
Other inventories 24,902 23,708
Advances to suppliers 170 954
Less – provision for write-downs (1,629) (1,157)
Total 361,231 316,702

The changes in the provision for write-downs during 2017 and 2016 were as follows:

Provision for write-

downs
US$'000
Balance at January 1, 2016 3,210
Charge for the year (Note 25.3) —
Amount used (2,048)
Exchange differences (5)
Balance at December 31, 2016 1,157
Charge for the year (Note 25.3) 405
Amount used (105)
Exchange differences 172
Balance at December 31, 2017 1,629

The write-downs in 2017 and 2016 were recognized to adjust the acquisition or production cost to the net realizable
value of the inventories. The Company records other than temporary inventory impairment to Cost of sales in the
consolidated income statement.

The Company’s purchase commitments totaled approximately $28,467 thousand at December 31, 2017 and $19,956
thousand at December 31, 2016.

At December 31, 2017 and 2016, approximately $0 and $118,561 thousand respectively, of inventories are secured as
collateral for several outstanding loan agreements.

12. Other assets

Other assets comprise the following at December 31:

2017 2016
Non- Non-
Current Current Total Current Current Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Guarantees and deposits given 2,022 8 2,030 1,139 — 1,139
Prepayments and accrued income — 2,977 2,977 — 6,211 6,211
Biological assets 27,279 — 27,279 17,365 — 17,365
Other assets 758 6,941 7,699 1,741 3,599 5,340
Total 30,059 9,926 39,985 20,245 9,810 30,055

Biological assets comprise timber farms in South Africa, which are a source of raw materials used for the production of
silicon metal. The biological assets are measured at fair value (see Note 28).

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13. Equity

Share capital

Ferroglobe PLC was incorporated on February 5, 2015 and issued one ordinary share with a face value of $1.00. The
share was issued but uncalled. On October 13, 2015, the Company increased its share capital by £50,000 by issuing
50,000 sterling non-voting redeemable preference shares (the “Non-voting Shares”) as well as 14 ordinary shares with a
par value of $1.00. Subsequently on October 13, 2015, the Company consolidated the 15 ordinary shares at a par value
of $1.00 to two ordinary shares with a par value of $7.50, for a total amount of $15.00.

On December 23, 2015, the Company acquired all of the issued and outstanding ordinary shares from Grupo Villar Mir,
S.A.U., par value €1,000 per share, of Grupo FerroAtlántica, S.A.U. in exchange for 98,078,161 newly-issued Ferroglobe
Class A ordinary shares, nominal value $7.50 per share, making Grupo FerroAtlántica, S.A.U. a wholly-owned subsidiary
of the Company. The company subsequently redeemed all Non-voting Shares.

Subsequently on December 23, 2015, Gordon Merger Sub, Inc., a wholly owned subsidiary of the Company, merged with
Globe Specialty Metals, Inc., and all outstanding shares of GSM common stock, par value $0.0001 per share were
converted to the right to receive one newly-issued Ferroglobe ordinary share, nominal value $7.50 per share. The
ordinary shares were registered by the Company pursuant to a registration statement on Form F‑4, which was declared
effective by the SEC on August 11, 2015, and trade on the NASDAQ Global Select Market under the ticker symbol
“GSM.”

On June 22, 2016 the Company completed a reduction of the share capital and as such the nominal value of each share
has been reduced from $7.50 to $0.01, with the amount of the capital reduction being credited to a distributable reserve.

On November 18, 2016, Class A Ordinary Shares were converted into ordinary shares of Ferroglobe as a result of the
distribution of beneficial interest units in the Ferroglobe Representation and Warranty Insurance Trust to certain
Ferroglobe shareholders.

During the year ended December 31, 2017, the Company issued 138,578 new ordinary shares, comprising: 108,578
shares issued upon vesting of restricted stock units; and 30,000 shares issued upon exercise of stock options.

At December 31, 2017, there were 171,976,731 ordinary shares outstanding with a par value of $0.01, for a total issued
and outstanding share capital of $1,796 thousand, (2016: 171,838,153 ordinary shares outstanding with a par value of
$0.01, for a total issued and outstanding share capital of $1,795 thousand). At December 31, 2017, the Company’s
largest shareholder is as follows:

Number of Shares Percentage of

Name Beneficially Owned Outstanding Shares
Grupo Villar Mir, S.A.U. 94,554,634 55.0 %

Valuation adjustments

Valuation adjustments comprise the following at December 31:

2017 2016
US$'000 US$'000
Actuarial gains and losses (2,998) (7,509)
Hedging instruments and other (13,801) (4,378)
Total (16,799) (11,887)

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Capital management

The Company’s primary objective is to maintain a balanced and sustainable capital structure through the industry’s
economic cycles, while keeping the cost of capital at competitive levels so as to fund the Company’s growth. The main
sources of financing are as follows:

1. cash flow from operations;

2. bank borrowings, including revolving credit facilities;
3. debt instruments, including the senior notes due 2022; and
4. finance leases, predominantly in relation to hydroelectrical installations.
The Company also focuses on optimizing its working capital, which in 2017 has included the sale of trade receivables
pursuant to a securitization programme (see Note 10).

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of financial covenants. To maintain or adjust the capital structure, the Company may restructure or issue
new borrowings or debt, make dividend payments, return capital to shareholders or issue new shares. Management’s
review of the Company’s capital structure includes monitoring of the leverage ratio, which was as follows at December
31:

2017 2016 (***) 2015

US$'000 US$'000 US$'000
Gross financial debt (*) 571,337 514,587 516,976
Cash and cash equivalents (184,472) (196,931) (116,666)
Total net financial debt 386,865 317,656 400,310

Total equity (**) 937,758 892,042 1,294,973

Total net financial debt / total equity 41.25 % 35.61 % 30.91 %

(*) Gross financial debt comprises bank borrowings, obligations under finance leases, debt instruments and other financial liabilities.
(**) Total equity comprises all capital and reserves of Company as stated in the consolidated statement of financial position.
(***) At December 31, 2016, net financial debt excludes gross financial debt of $86,959 thousand and cash and cash equivalents of $51
thousand related to the Spanish energy business as these balances were classified as held for sale as at that date (see Note 29). If these
balances had been included, net financial debt would have been $404,615 thousand and the net financial debt / equity ratio would have been
45.4%.

The classification of the Company’s gross financial debt between non-current and current at December 31 is as follows:

2017 2016 (*) 2015

Balance Balance Balance
US$'000 % US$'000 % US$'000 %
Non-current gross financial debt 458,056 80.17 % 269,325 52.34 % 320,993 62.09 %
Current gross financial debt 113,281 19.83 % 245,262 47.66 % 195,983 37.91 %
Total gross financial debt 571,337 100.00 % 514,587 100.00 % 516,976 100.00 %

(*) At December 31, 2016, gross financial debt excluded $86,959 thousand related to the Spanish energy business, of which $76,452 thousand
would have been presented as non-current and $10,507 thousand would have been presented as current had the business not been classified
as held for sale (see Note 29). Had these balances been included, gross financial debt would have been $601,546 thousand.

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Dividends

There were no dividends paid or proposed by the Company during the year ended December 31, 2017.

During the year ended December 31, 2016, the Company declared four interim dividend payments of $0.08 per share,
paid on March 14, August 12, September 28, and December 29, and each totaling $13,747 thousand, respectively,
distributed as cash payments through reserves. As of December 31, 2016, all dividends declared were paid.

Non-controlling interests

The changes in Non-controlling interests in the consolidated statements of financial position in 2017 and 2016 were as
follows:

Balance
US$'000
Balance at January 1, 2016 141,823
Loss for the year (20,186)
Translation differences and other 3,919
Balance at December 31, 2016 125,556
Loss for the year (5,144)
Dividends paid to joint venture partner (7,350)
Non-controlling interest arising on the acquisition of FerroSolar Opco Group S.L. 6,750
Translation differences and other 1,922
Balance at December 31, 2017 121,734

The stand-alone statutory information regarding the largest non-controlling interests, in accordance with IFRS 12
Disclosure of Interests in Other Entities, is as follows:

WVA Manufacturing, LLC (WVA) was formed on October 28, 2009 as a wholly-owned subsidiary of Globe. On
November 5, 2009, Globe sold a 49% membership interest in WVA to Dow Corning Corporation (“Dow Corning”), an
unrelated third party. As part of the sale of the 49% membership interest to Dow Corning, an operating agreement and an
output and supply agreement were established. The output and supply agreement states that of the silicon metal
produced by WVA, 49% will be sold to Dow Corning and 51% to Globe, which represents each member’s ownership
interest, at a price equal to WVA’s actual production cost plus $100 per metric ton. The agreement will automatically
terminate upon the dissolution or liquidation of WVA in accordance with the joint venture agreement between Globe
and Dow Corning. As of December 31, 2017 and 2016, the balance of Non-controlling interest related to WVA was
$80,868 thousand and $93,506 thousand, respectively.

Quebec Silicon Limited Partnership (QSLP), formed under the laws of the Province of Québec on August 20, 2010 is
managed by its general partner, Quebec Silicon General Partner Inc., which is a wholly-owned subsidiary of Globe. QSLP
owns and operates the silicon metal operations in Bécancour, Québec. QSLP’s production output is subject to a supply
agreement, which sells 51% of the production output to Globe and 49% to Dow Corning, which represents each
member’s ownership interest, at a price equal to QSLP’s actual production cost plus 31 Canadian dollars per

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metric ton. As of December 31, 2017 and 2016, the balance of Non-controlling interest related to QSLP was $46,830
thousand and $45,349 thousand, respectively.

2017 2016
WVA QSLP WVA QSLP
US$'000 US$'000 US$'000 US$'000
Statement of Financial Position
Non-current assets 88,532 68,521 69,329 30,410
Current assets 45,269 33,076 34,116 64,307
Non-current liabilities 14,678 14,213 4,226 12,276
Current liabilities 36,359 18,346 16,121 17,016
Income Statement
Sales 161,014 97,697 165,640 96,869
Operating profit 5,947 467 6,197 833
Profit before taxes 5,947 122 6,209 886
Net Income 14,678 42 9,782 886
Cash Flow Statement
Cash flows from operating activities 16,017 7,076 10,012 4,690
Cash flows from investing activities (2,193) (5,422) (8,496) (6,142)
Cash flows from financing activities (15,000) (2) — —
Exchange differences on cash and cash equivalents in foreign currencies — 68 — 85
Beginning balance of cash and cash equivalents 1,516 742 — 2,109
Ending balance of cash and cash equivalents 340 2,462 1,516 742

14. Earnings (loss) per ordinary share

Basic earnings (loss) per ordinary share are calculated by dividing the consolidated profit (loss) for the year attributable
to the Parent by the weighted average number of ordinary shares outstanding during the year, excluding the average
number of treasury shares held in the year, if any. Dilutive earnings (loss) per share assumes the exercise of stock
options, provided that the effect is dilutive.

2017 2016 2015 (*)

US$'000 US$'000 US$'000
(except for
(except for (except for share
share amounts) share amounts) amounts)
Basic loss per ordinary share computation
Numerator:
Loss attributable to the Parent (678) (338,427) (43,268)
Denominator:
Weighted average basic shares outstanding 171,949,128 171,838,153 99,699,262
Basic loss per ordinary share — (1.97) (0.43)

Diluted loss per ordinary share computation

Numerator:
Loss attributable to the Parent (678) (338,427) (43,268)
Denominator:
Weighted average basic shares outstanding 171,949,128 171,838,153 99,699,262
Effect of dilutive securities — — —
Weighted average dilutive shares outstanding 171,949,128 171,838,153 99,699,262
Diluted loss per ordinary share — (1.97) (0.43)

Potential ordinary shares of 170,673, 96,236, and 107,913 were excluded from the calculation of diluted earnings (loss)
per ordinary share in 2017, 2016, and 2015 respectively because their effect would be anti-dilutive.

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(*) Due to the exchange in shares outstanding in which the Company acquired all 200,000 of the issued and outstanding
ordinary shares from Grupo Villar Mir, S.A.U., of FerroAtlántica in exchange for 98,078,161 newly-issued Ferroglobe
Class A ordinary shares in connection with the Business Combination (see Note 13 – Equity), the Company considered
the 98,078,163 newly-issued shares related to FerroAtlántica, as the Predecessor, as the total shares outstanding for the
period from January 1, 2015 to December 23, 2015 (date of Business Combination) for the purposes of calculating
average number of shares outstanding.

15. Provisions

Provisions comprise the following at December 31:

2017 2016
Non- Current Current Total Non- Current Current Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Provision for pensions 59,195 — 59,195 60,660 216 60,876
Environmental provision 3,121 346 3,467 2,778 305 3,083
Provisions for litigation — 11,732 11,732 — — —
Provisions for third-party liability 7,639 — 7,639 5,822 13 5,835
Other provisions 12,442 21,017 33,459 12,697 19,093 31,790
Total 82,397 33,095 115,492 81,957 19,627 101,584

The changes in the various line items of provisions in 2017 and 2016 were as follows:

Provisions for Provisions for

Provision for Environmental Litigation Third Other
Pensions Provision in Progress Party Liability Provisions Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at January 1, 2016 58,503 2,725 787 7,288 21,560 90,863
Charges for the year 6,009 272 — — 6,777 13,058
Provisions reversed with a credit to
income — — — (1,765) (156) (1,921)
Amounts used (4,812) (62) — (189) (2,508) (7,571)
Provision against equity (4,297) — — — — (4,297)
Transfers from/(to) other accounts — — (787) — 7,384 6,597
Exchange differences and others 5,473 148 — 501 61 6,183
Transfer to liabilities associated with
assets held for sale (see Note 29) — — — — (1,328) (1,328)
Balance at December 31, 2016 60,876 3,083 — 5,835 31,790 101,584
Charges for the year 5,082 133 10,807 2,451 8,440 26,913
Provisions reversed with a credit to
income (1,321) — (237) (181) (545) (2,284)
Amounts used (2,304) (93) — — (8,818) (11,215)
Provision against equity (4,511) — — — — (4,511)
Transfers from/(to) other accounts — — 931 (12) (612) 307
Exchange differences and others 1,373 344 231 (454) 1,739 3,233
Transfer from liabilities associated with
assets held for sale (see Note 29) — — — — 1,465 1,465
Balance at December 31, 2017 59,195 3,467 11,732 7,639 33,459 115,492

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The main provisions relating to employee obligations are as follows:

France

These relate to various obligations assumed by FerroPem, S.A.S. with various groups of employees relate to long-service
benefits, medical insurance supplements and retirement obligations, all of which are defined benefit obligations, whose
changes in 2017 and 2016 were as follows:

2017 2016
US$'000 US$'000
Obligations at the beginning of year 29,733 26,834
Current service cost 1,834 1,530
Borrowing costs 383 527
Actuarial differences (4,570) 2,854
Benefits paid (1,471) (972)
Exchange differences 3,859 (1,040)
Obligations at the end of year 29,768 29,733

At December 31, 2017 and 2016, the effect of a 1% change in the cost of this provision would have resulted in a change
to the provision of approximately $3,970 thousand and $1,926 thousand, respectively.

The following table reflects the gross benefit payments that are expected to be paid for the benefit plans for the year
ended December 31, 2017:

2017
US$'000
2018 1,485
2019 1,066
2020 1,472
2021 1,211
2022 1,431
Years 2023-2027 9,190

The subsidiary recognized provisions in this connection based on an actuarial study performed by an independent
expert.

South Africa

Defined benefit plans relate to Retirement medical aid obligations and Retirement benefits. Actuarial valuations are
performed periodically by independent third parties and in the actuary’s opinion the fund was in a sound financial
position. The valuation was based upon the amounts as per the latest valuation report received from third party experts.

Retirement medical aid obligations

The Company provides post-retirement benefits by way of medical aid contributions for employees and/or dependents.

Retirement benefits

It is the policy of the Company to provide retirement benefits to all its employees and therefore membership of the
retirement fund is compulsory. The Company has both defined contribution and defined benefit plans. The pension fund
obligation is recognized in current provisions as the Company will contribute the difference to the plan assets within the
next 12 months.

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In this regard, the changes of this provision in 2017 and 2016 were as follows:

2017 2016
US$'000 US$'000
Obligations at beginning of year 8,760 7,989
Current service cost 310 307
Borrowing costs 932 817
Actuarial differences (2,226) (998)
Benefits paid (740) (424)
Exchange differences 836 1,069
Obligations at end of year 7,872 8,760

At December 31, 2017 and 2016, the effect of a 1% change in the cost of the medical aid would have resulted in a
change to the provision of approximately $297 thousand and $607 thousand, respectively.

The breakdown, in percentage, of the plan assets are as follows:

2017 2016
Cash 47.45 % 17.42 %
Equity 24.79 % 35.31 %
Bond 7.66 % 13.23 %
Property 1.41 % 2.76 %
International 15.74 % 25.47 %
Others 2.95 % 5.81 %
Total 100.00 % 100.00 %

As of December 31, 2017 and 2016 the Plan assets amounted to $2,248 thousand and $3,532 thousand, respectively.
Changes in the fair value of plan assets linked to the defined benefit plans in South Africa were as set forth in the
following table:

2017 2016
US$'000 US$'000
Fair value of plan assets at the beginning of the year 3,532 2,703
Interest income on assets 255 284
Benefits paid (2,609) —
Actuarial differences 270 (112)
Other 800 657
Fair value of plan assets at the end of the year 2,248 3,532
Actual return on assets 525 165

Venezuela

Benefit Plan

The company FerroVen has pension obligations to all of its employees who, once reaching retirement age, have
accumulated at least 15 years of service to the company and receive a Venezuelan Social Security Institute (IVSS)
pension. In addition to the pension paid by the IVSS, 80% of the basic salary accrued when the pension benefit is
awarded is guaranteed and paid by means of a lifelong monthly pension.

The most recent of the present value of the defined benefit obligation actuarial valuation was determined at
December 31, 2017 by independent actuaries. The present value of the obligation for defined benefit cost, the current
service cost and past service cost were determined using the projected unit credit method.

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In this regards, the changes of this provision in 2017 and 2016 were as follows:

2017 2016
US$'000 US$'000
Obligations at the beginning of year 2,955 3,089
Current service cost 158 89
Borrowing costs 2,255 535
Actuarial differences — 2,262
Benefits paid (93) (135)
Exchange differences (3,392) (2,885)
Obligations at the end of year 1,883 2,955

The summary of the main actuarial assumptions used to calculate the aforementioned obligations is as follows:

France South Africa Venezuela

2017 2016 2017 2016 2017 2016
Salary increase 1.60%-6.10% 1.60%-6.10% 8.1 % 8.2 % 207.25 % 60 %
Discount rate 2% 2% 10.3 % 9.8 % 219.54 % 76.80 %
Expected inflation rate 1.60% 1.60% 7.10 % 7.2 % 207 % 200 %
Mortality TGH05/TGF05 TGH05/TGF05 SA 85-90 / PA (90) PA(90) UP94 UP94
Retirement age 65 65 63 63 63 63

North America

a. Defined Benefit Retirement and Post-retirement Plans

Globe Metallurgical Inc. (GMI) sponsors three non-contributory defined benefit pension plans covering certain
employees, which were all frozen in 2003. Core Metals sponsors a non-contributory defined benefit pension plan
covering certain employees, which was closed to new participants in April 2009.

Quebec Silicon, sponsors a contributory defined benefit pension plan and postretirement benefit plan for certain
employees, based on length of service and remuneration. Post-retirement benefits consist of a group insurance plan
covering plan members for life insurance, disability, hospital, medical, and dental benefits. The contributory defined
benefit pension plan was closed to new participants in December 2013. On December 27, 2013, the Communications,
Energy and Paper Workers Union of Canada (“CEP”) ratified a new collective bargaining agreement, which resulted in a
curtailment pertaining to the closure of the postretirement benefit plan for union employees retiring after January 31,
2016. The Company funding policy has been to contribute, as necessary, an amount in excess of the minimum
requirements in order to achieve the Company’s long-term funding targets.

Benefit Obligations and Funded Status – The following provides a reconciliation of the benefit obligations, plan assets
and funded status of the North American plans as of December 31, 2017 and 2016:

2017 2016
USA Canada USA Canada
Post- Post-
Pension Pension retirement Pension Pension retirement
Plans Plans Plans Total Plans Plans Plans Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Benefit obligation 38,195 24,788 8,837 71,820 36,762 21,854 7,382 65,998
Fair value of plan assets (32,869) (19,283) — (52,152) (29,711) (16,859) — (46,570)
Provision for pensions 5,326 5,505 8,837 19,668 7,051 4,995 7,382 19,428

All North American pension and postretirement plans are underfunded. At December 31, 2017 and 2016, the
accumulated benefit obligation was $62,983 thousand and $58,616 thousand for the defined pension plan and $8,837
thousand and $7,382 thousand for the postretirement plans, respectively.

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The assumptions used to determine benefit obligations at December 31, 2017 and 2016 for the North American plans are
as follows:

North America – 2017 North America – 2016

USA Canada USA Canada
Pension Pension Postretirement Pension Pension Postretirement
Plan Plan Plan Plan Plan Plan
Salary increase N/A 2.75% - 3.00% N/A N/A 2.75% - 3.00% N/A
Discount rate 3.50% 3.60% 3.65% 3.75% - 4.00% 3.95% 4.05%
Expected
inflation rate N/A N/A N/A N/A N/A N/A
Mortality SOA RP-2014 SOA RP-2014
Total Dataset CPM2014- CPM2014- Total Dataset CPM2014- CPM2014-
Mortality Private Private Mortality Private Private
Retirement age 65 62 62 65 65 55

The discount rate used in calculating the present value of our North American pension plan obligations is developed
based on the BPS&M Pension Discount Curve for 2017 and 2016; and the Mercer Proprietary Yield Curve for 2017 and
2016 Quebec Silicon pension and postretirement benefit plans and the expected cash flows of the benefit payments.

The Company expects to make discretionary contributions of approximately $1,119 thousand to the defined benefit
pension and postretirement plans for the year ending December 31, 2018.

The following reflects the gross benefit payments that are expected to be paid for the benefit plans for the year ended
December 31, 2017:

Non-pension
Postretirement
Pension Plans Plans
US$'000 US$'000
2018 3,222 230
2019 3,300 233
2020 3,338 232
2021 3,373 240
2022 3,373 240
Years 2023-2027 17,689 1,533

The accumulated non-pension postretirement benefit obligation has been determined by application of the provisions of
the Company’s health care and life insurance plans including established maximums, relevant actuarial assumptions and
health care cost trend rates projected at 5.8% for 2017 and decreasing to an ultimate rate of 4.2% in fiscal 2033. At
December, 31 2017 and 2016, the effect of a 1% increase in health care cost trend rate on the non-pension postretirement
benefit obligation is $1,862 thousand and $1,857 thousand, respectively. At December, 31 2017 and 2016 the effect of a
1% decrease in health care cost trend rate on the non-pension postretirement benefit obligation is ($1,442) thousand and
($1,451) thousand, respectively.

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The changes of this provision 2017 were as follows:

2017
USA Canada
Post-
Pension Pension retirement
Plans Plans Plans Total
US$'000 US$'000 US$'000 US$'000
Obligations at the beginning of year 36,762 21,854 7,382 65,998
Service cost 169 136 302 607
Borrowing cost 1,421 873 305 2,599
Actuarial differences 1,782 1,310 463 3,555
Benefits paid (1,845) (986) (163) (2,994)
Exchange differences — 1,601 548 2,149
Expenses (94) — — (94)
Plan amendments — — — —
Obligations at the end of year 38,195 24,788 8,837 71,820

The plan assets of the defined benefit and retirement and post retirement plans in North America are comprised of assets
that have quoted market price in an active market. The breakdown as of as of December 31, 2017 and 2016 of the assets
by class are:

2017 2016
Cash 2 % 2 %
Equity Mutual Funds 45 % 46 %
Fixed Income Securities 51 % 50 %
Real Estate Mutual Funds 2 % 2 %
Total 100 % 100 %

For the year ended December 31, 2017, the changes in Plan assets were as follows:

2017
USA Canada
Pension Pension
Plans Plans Total
US$'000 US$'000 US$'000
Fair value of plan assets at the beginning of the year 29,711 16,859 46,570
Interest income on assets 1,138 686 1,824
Benefits paid (1,845) (986) (2,831)
Actuarial return on plan assets 3,980 785 4,765
Other (115) 1,939 1,824
Fair value of plan assets at the end of the year 32,869 19,283 52,152

b. Other Benefit Plans

The Company administers healthcare benefits for certain retired employees through a separate welfare plan requiring
reimbursement from the retirees.

The Company’s subsidiary, GMI, provides two defined contribution plans (401(k) plans) that allow for employee
contributions on a pretax basis. The Company agrees to match 25% of participants’ contributions up to a maximum of
6% of compensation. Additionally, subsequent to the acquisition of Core Metals, the Company began sponsoring the
Core Metals defined contribution plan. Under the plan the Company may make discretionary payments to salaried and
non-union participants in the form of profit sharing and matching funds.

Other benefit plans offered by the Company include a Section 125 cafeteria plan for the pretax payment of healthcare
costs and flexible spending arrangements.

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Environmental provision

Environmental provisions relate to current ($346 thousand) and non-current ($3,121 thousand) environmental
rehabilitation obligations.

Provisions for litigation

The company received in March 2017 a demand for mediation from our North American joint venture partner regarding
a dispute in relation to the price of coal charged by our subsidiary, Alden, to our North American joint ventures. The
parties are engaged in a non-binding mediation process and the Company has recognized a provision of $8,900
thousand during the year ended December 31, 2017 as part of the current portion of Provisions for litigation. The
associated expense has been recorded to Other operating expense in the Consolidated Income Statement.

Certain employees of FerroPem, S.A.S., then known as Pechiney Electrometallurgie, S.A., may have been exposed to
asbestos at its plants in France in the decades prior to FerroAtlántica’s purchase of that business in December 2004. The
Company has recognized a provision of $2,339 thousand during the year ended December 31, 2017 as part of the current
portion of Provisions for litigation. The associated expense has been recorded to Staff costs in the Consolidated Income
Statement. See Note 24 for further information.

The outcome of these disputes, including the amount and timing of any potential settlements, remains uncertain. The
provision reflects the Company’s best estimate of the expenditure required to settle its present obligations.

Provisions for third-party liability

Provisions for third-party liability relate to current obligations ($7,639 thousand) relating to health costs for retired
employees.

Other provisions

Included in other provisions are current obligations arising from past actions that involve a probable outflow of
resources that can be reliably estimated. Other provisions include asset retirement obligations of $8,679 thousand (non-
current: $3,958 thousand and current: $4,721 thousand), retained acquisition contingencies of $4,976 thousand, all of
which is non-current, and provisions for liabilities related to the emission of greenhouse gases of $7,280 thousand, all of
which is current.

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16. Bank borrowings

Bank borrowings comprise the following at December 31:

2017
Non-Current Current
Amount Amount
Limit Drawn Down Drawn Down Total
US$'000 US$'000 US$'000 US$'000
Borrowings carried at amortised cost:
Credit facilities 200,000 — — —
Other loans — 1,003 1,003
Total — 1,003 1,003

2016
Non-Current Current
Amount Amount
Limit Drawn Down Drawn Down Total
US$'000 US$'000 US$'000 US$'000
Borrowings carried at amortised cost:
Borrowings to finance investments 76,000 8,198 64,545 72,743
Credit facilities 453,000 171,260 166,950 338,210
Discounted bills and notes 8,000 — 719 719
Other loans 10,000 15 9,604 9,619
Total 179,473 241,818 421,291

On February 15, 2017, the Company issued senior notes with a principal amount of $350,000 thousand (see Note 18 for
further details). The proceeds were used primarily to repay existing indebtedness, including borrowings to finance
investments and certain credit facilities and other loans.

Amended Revolving Credit Facility

On February 15, 2017, Ferroglobe PLC and its subsidiary Globe Specialty Metals, Inc. (collectively, together with
certain subsidiaries of Ferroglobe party thereto from time to time as co-borrowers, the “Borrowers”), entered into an
agreement to amend an existing revolving credit facility held by Globe (the “Amended Revolving Credit Facility”).

The Amended Revolving Credit Facility provides for borrowings up to an aggregate principal amount of $200,000
thousand to be made available to the Borrowers in US dollars. Multicurrency borrowings under the Amended Revolving
Credit Facility are available in Euros, Pound Sterling and such other mutually agreeable currencies to be determined in
an aggregate amount not to exceed $100,000 thousand. The borrowings under the Amended Revolving Credit Facility
will mature on August 20, 2018. Subject to certain exceptions, loans under the Amended Revolving Credit Facility may
be borrowed, repaid and reborrowed at any time.

At Ferroglobe’s option, loans under the Amended Revolving Credit Facility bear interest based on LIBOR (“LIBOR Rate
Loans”) or the administrative agent’s base rate (“Base Rate Loans”) plus 4.00% (in the case of LIBOR Rate Loans) and
3.00% (in the case of Base Rate Loans). Interest on Base Rate Loans is payable quarterly in arrears. Interest on LIBOR
Rate Loans is payable at the end of each applicable interest period (one, two, three or six month periods) (or at
three month intervals if earlier).

Immediately subsequent to the amendment, on February 15, 2017, borrowings under the Amended Revolving Credit
Facility comprised US dollar loans of $84,766 thousand and Euro loans of €29,540 thousand. These loans were repaid
over the course of the year ended December 31, 2017.

Subsequent to December 31, 2017, Ferroglobe entered into a new revolving credit facility (see Note 30 for further
details).

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Borrowings to finance investments

Borrowings to finance investments include bank borrowings, secured by guarantee, arranged to finance investments in
non-current assets. There were no borrowings to finance investments at December 31, 2017. Borrowings as at December
31, 2016 were as follows:

2016
Non-
Limit Current Current Total
Maturity US$'000 US$'000 US$'000 US$'000
Corporate finance 2021 14,000 — 13,350 13,350
Sundry investments in South Africa 2018 25,000 — 23,840 23,840
Syndicated financing for sundry investments in France 2018 17,000 8,198 8,199 16,397
Investments in MangShi plant 2019 14,000 — 13,176 13,176
Acquisition of SamQuarz (Pty.), Ltd. 2018 6,000 — 5,781 5,781
Others — — 199 199
Total 76,000 8,198 64,545 72,743

The agreements for borrowings to finance investments include conditions relating to the achievement of certain
financial and equity ratios based on the separate financial statements of the legal entity that is party to the agreement.
With the exception of the syndicated credit facilities of FerroPem, S.A.S., Ferroglobe was not in compliance with these
covenants and therefore the balances outstanding were presented as current as at December 31, 2016.

Foreign currency exposure of bank borrowings

The breakdown by currency of bank borrowings at December 31, is as follows:

2017
Non-Current Current
Amount Amount
Drawn Down Drawn Down Total
US$'000 US$'000 US$'000
Borrowings in US Dollars — 992 992
Borrowings in other currencies — 11 11
Total — 1,003 1,003

2016
Non-Current Current
Amount Amount
Drawn Down Drawn Down Total
US$'000 US$'000 US$'000
Borrowings in Euros 54,458 179,900 234,358
Borrowings in US Dollars 125,015 32,283 157,298
Borrowings in other currencies — 29,635 29,635
Total 179,473 241,818 421,291

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Contractual maturity of non-current bank borrowings

There were no non-current bank borrowings outstanding at December 31, 2017.

The contractual maturity of non-current bank borrowings at December 31, 2016, was as follows:

2016
2018 Total
US$'000 US$'000
Borrowings to finance investments 8,198 8,198
Credit facilities 171,260 171,260
Other loans 15 15
Total 179,473 179,473

17. Leases

Obligations under finance leases

Obligations under finance leases comprise the following at December 31:

2017 2016
Non- Non-
Current Current Total Current Current Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Hydroelectrical installations (including power lines and
concessions) 68,088 12,551 80,639 — — —
Other finance leases 1,625 369 1,994 3,385 1,852 5,237
Total 69,713 12,920 82,633 3,385 1,852 5,237

The Company’s most significant finance lease relates to its rights to use certain hydroelectrical installations. As of
December 31, 2016, the Company has a non-current and current balance of $70,876 thousand and $10,507 thousand,
respectively, related to its Spanish hydroelectrical installations. The Company signed an agreement for the sale of its
Spanish Energy business on December 12, 2016 and as of December 31, 2016, these financial lease obligations were
recognized in the account “Liabilities associated with assets held for sale - obligations under financial leases” (see
Note 29). Subsequently, the Company did not receive the necessary regulatory approvals for the sale and the financial
lease obligations of the Company’s Spanish Energy business are recognized in “Obligations under finance leases” as of
December 31, 2017.

The detail, by maturity, of the non-current payment obligations under finance leases as of December 31, 2017 is as
follows:

2019 2020 2021 2022 Total

US$'000 US$'000 US$'000 US$'000 US$'000
Hydroelectrical installations (including power lines and concessions) 13,173 13,824 14,506 26,585 68,088
Other finance leases 467 446 471 241 1,625
Total 13,640 14,270 14,977 26,826 69,713

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Operating leases

The Company also enters into operating leases, the most significant of which relates to the Company’s office leases.
Expenses associated with operating leases are recorded in Other Operating Expenses in the consolidated income
statement, and the minimum lease payments on operating leases at December 31, are as follows:

2017 2016
US$'000 US$'000
Within one year 2,361 1,788
Between one and five years 6,557 5,555
After five years 3,789 2,315
Total 12,707 9,658

18. Debt instruments

Debt instruments comprise the following at December 31:

2017
US$'000
Unsecured notes carried at amortised cost
Principal amount 350,000
Unamortised issuance costs (10,668)
Accrued coupon interest 10,938
Total 350,270

Amount due for settlement within 12 months 10,938

Amount due for settlement after 12 months 339,332
Total 350,270

On February 15, 2017, Ferroglobe and Globe (together, the "Issuers") issued $350,000 thousand aggregate principal
amount of 9.375% Senior Notes due March 1, 2022 (the "Notes"). Issuance costs of $12,116 thousand were incurred. The
principal amounts of the Notes issued by Ferroglobe and Globe were $150,000 thousand and $200,000 thousand,
respectively. Interest on the Notes is payable semi-annually on March 1 and September 1 of each year, commencing on
September 1, 2017.

At any time prior to March 1, 2019, the Issuers may redeem all or a portion of the Notes at a redemption price based on a
"make-whole" premium. At any time on or after March 1, 2019, the Issuers may redeem all or a portion of the Notes at
redemption prices varying based on the period during which the redemption occurs. In addition, at any time prior to
March 1, 2019, the Issuers may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds
from certain equity offerings at a redemption price of 109.375% of the principal amount of the Notes, plus accrued and
unpaid interest.

The Notes are senior unsecured obligations of the Issuers and are guaranteed on a senior basis by certain subsidiaries of
Ferroglobe. The Notes are listed on the Irish Stock Exchange. The associated indenture of the notes contains certain
negative covenants. Additionally, if the Issuers experience a change of control the indenture requires the Issuers to offer
to redeem the Notes at 101% of their principal amount. Grupo Villar Mir S.A.U. owns 53% of the Company's issued and
outstanding shares and has pledged them to secure its obligations to certain banks. The Company would experience a
change in control and would be required to offer redemption of bonds in accordance with the indenture if Grupo Villar
Mir S.A.U. defaults on the underlying loan.

The fair value of the Notes, determined by reference to the closing market price on the last trading day of the year, was
$378,000 thousand as at December, 31 2017.

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19. Other financial liabilities

Other financial liabilities comprise the following at December 31:

2017 2016
Non- Non-
Current Current Total Current Current Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Financial loans from government agencies 10,971 88,420 99,391 85,768 1,592 87,360
Derivative financial instruments 38,040 — 38,040 699 — 699
Total 49,011 88,420 137,431 86,467 1,592 88,059

Financial loans from government agencies

On September 8, 2016, FerroAtlántica, S.A., as borrower, and the Spanish Ministry of Industry, Tourism and Commerce
(the ‘Ministry’), as lender, entered into two loan agreements under which the Ministry made available to the borrower
loans in aggregate principal amount of €44.9 million and €26.9 million, respectively, in connection with industrial
development projects relating to the Company’s solar grade silicon project. The loan of €44.9 million is contractually
due to be repaid in 7 installments over a 10-year period with the first three years as a grace period. The loan of €26.9
million was repaid in April 2018. Interest on outstanding amounts under each loan accrues at an annual rate of 2.29%. As
of December 31, 2017, the amortized cost of these loans was €72,517 thousand (equivalent to $86,969 thousand).

The agreements governing the loans contain the following limitations on the use of the proceeds of the outstanding
loan: (1) the investment of the proceeds must occur between January 1, 2016 and June 23, 2018; (2) the allocation of the
proceeds must adhere to certain approved budget categories; (3) if the final investment cost is lower than the budgeted
amount, the borrower must reimburse the Ministry proportionally; and (4) the borrower must comply with certain
statutory restrictions regarding related party transactions and the procurement of goods and services. The Company is
currently seeking an extension from the Ministry in order to be able to use the proceeds subsequent to May 23, 2018. As
of December 31, 2017, the balance of these loans have been presented within current liabilities due to non-compliance
with the loan conditions.

The remaining non-current and current balances are related to loans granted mainly by French and Spanish government
agencies.

Derivative financial instruments

Derivative financial instruments comprise the following at December 31:

2017 2016
US$'000 US$'000
Derivatives designated as hedging instruments
Cross currency swap 26,219 —

Derivatives not designated as hedging instruments

Cross currency swap 7,429 —
Interest rate swaps 4,392 699
38,040 699

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Cross currency swap

The Company's operations generate cash flows predominantly in Euros and US dollars. The Company is exposed to
exchange rate fluctuations between these currencies as it expects to convert Euros into US dollars to settle a proportion
of the interest and principal of the Notes (see Note 18). To manage this currency risk, the Parent Company entered a
cross-currency swap (the "CCS") on May 12, 2017 where on a semi-annual basis it will receive interest of 9.375% on a
notional of $192,500 thousand and pay interest of 8.062% on a notional of €176,638 thousand and it will exchange
these Euro and US dollar notional amounts at maturity of the Notes in 2022. The timing of payments of interest and
principal under the CCS coincide exactly with those of the Notes.

The fair value of the CCS at December 31, 2017 was $33,648 thousand (see Note 28).

The Parent Company, which has a Euro functional currency, has designated $150,000 thousand of the notional amount
of the CCS as a cash flow hedge of the variability of the Euro functional currency equivalents of the future US dollar
cash flows of $150,000 thousand of the principal amount of the Notes. This cash flow hedge was assessed to be highly
effective at December 31, 2017. During the year ended December 31, 2017, the change in fair value of the CCS has
resulted in a loss of $24,171 thousand recognized through other comprehensive income in the valuation adjustments
reserve. Amounts transferred from the valuation adjustments reserve to the income statement comprise a loss of $14,791
thousand transferred to exchange differences and a gain of $1,216 thousand transferred to finance costs. At December 31,
2017, a balance of $10,596 thousand in respect of the cash flow hedge of the CCS remained in the valuation adjustment
reserve and will be reclassified to the income statement as the hedged item affects profit or loss over the period to
maturity of the Notes.

The remaining $42,500 thousand of the notional amount of the CCS is not designated as a cash flow hedge and is
accounted for at fair value through profit or loss, resulting in an expense of $6,850 thousand for the year ended
December 31, 2017, which is recorded in financial derivative loss in the consolidated income statement.

Interest rate swaps

The Company enters into interest rate swaps to manage the risk of changes in interest rates on certain non-current and
current obligations. Since June 30, 2015, the interest rate swaps have been considered as ineffective hedges and as a
result the changes in fair value of these derivatives are recognized through profit or loss.

The following interest rate swaps were outstanding at December 31:

2017
Nominal Fixed Reference Fair
Amount Interest Floating Value
US$'000 Maturity Rate Interest Rate US$'000
Lease of hydroelectrical installations 143,916 2022 2.05 6-month Euribor (4,392)
Total (4,392)

2016
Nominal Fixed Reference Fair
Amount Interest Floating Value
US$'000 Maturity Rate Interest Rate US$'000
6-month
Lease of hydroelectrical installations 126,492 2022 2.05 Euribor (5,576)
Borrowings to finance investments in Chinese subsidiaries 6-month
26,353 2019 2.81 % Euribor (699)
Total (6,275)
Presented in the statement of financial position as:
Other financial liabilities (699)
Liabilities associated with assets classified as held for sale (5,576)
Total (6,275)

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On February 15, 2017, the interest rate swap related to borrowings to finance investments in Chinese subsidiaries was
settled together with the related borrowings.

20. Trade and other payables

Trade and other payables compose the following at December 31:

2017 2016
US$'000 US$'000
Payable to suppliers 172,566 153,289
Trade notes and bills payable 20,293 4,417
Total 192,859 157,706

21. Other liabilities

Other liabilities comprise the following at December 31:

2017 2016
Non- Non-
Current Current Total Current Current Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Payable to non-current asset suppliers — 5,411 5,411 — 1,105 1,105
Guarantees and deposits 32 2 34 36 — 36
Remuneration payable — 46,667 46,667 — 34,182 34,182
Tax payables 1,574 17,785 19,359 — 12,403 12,403
Other liabilities 1,930 20,704 22,634 5,701 17,090 22,791
Total 3,536 90,569 94,105 5,737 64,780 70,517

Tax payables

Tax payables comprise the following at December 31:

2017 2016
Non- Non-
Current Current Total Current Current Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
VAT — 1,784 1,784 — 1,853 1,853
Accrued social security taxes payable — 5,095 5,095 — 3,940 3,940
Personal income tax withholding payable — 1,049 1,049 — 855 855
Other 1,574 9,857 11,431 — 5,755 5,755
Total 1,574 17,785 19,359 — 12,403 12,403

Share-based compensation

a. Stock plan

On May 29, 2016, the board of Ferroglobe PLC adopted the Ferroglobe PLC Equity Incentive Plan (the “Plan”) and on
June 29, 2016 the Plan was approved by the shareholders of the Company. The Plan is a discretionary benefit offered by
Ferroglobe PLC for the benefit of selected employees of Ferroglobe PLC and members of its group (the “Company”). Its
main purpose is to increase the interest of the employees in Ferroglobe PLC’s long term business

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goals and performance through share ownership. The Plan is an incentive for the employees’ future performance and
commitment to the goals of Ferroglobe PLC.

The following share-based payment arrangements were in existence during the current and prior years:

Fair Value at
Option Series Number Grant Date Expiration Exercise Price Grant Date
Equity Incentive plan 475,090 June 1, 2017 June 1, 2027 nil $ 12.39
Equity Incentive plan 17,342 June 20, 2017 June 20, 2027 nil $ 11.65
Equity Incentive plan 264,933 November 24, 2016 November 24, 2026 nil $ 11.81

Option amounts above are based on the assumption that the Company will achieve 100% of target performance ROIC
and NOPAT conditions described below. A participant may receive 0% to 200% of the option amounts listed above,
depending on the financial performance of the Company during the performance period. All options vests when a plan
participant’s right to receive the share-based payment under the terms of the Plan is no more conditional on the
satisfaction of any vesting conditions. All options granted under the Plan have a service condition of three years from
the grant date. Performance conditions are linked to 737,902 of the total options issued on June 20, 2017, June 01, 2017
and November 24, 2016, that can be summarized as follows:

Vesting Conditions
30% total shareholder return (“TSR”) relative to a comparator group
30% TSR relative to S&P Global 1200 Metals and Mining Index
20% return on invested capital (“ROIC”)
20% net operating profit after tax (“NOPAT”)

There were no performance obligations linked to 19,463 of the options issued on June 1, 2017 which were issued as
deferred share bonus awards.

Fair Value

The weighted average fair value of the share options granted during the year ended December 31, 2017 was $12.31
(2016: $11.94). The Company estimates the fair value of the stock options using the Stochastic and Black-Scholes
option pricing model. Where relevant, the expected life used in the model has been adjusted for the remaining time from
the date of valuation until options are expected to be received, exercise restrictions (including the probability of
meeting market conditions attached to the option), and performance considerations. Expected volatility is calculated
over the period commensurate with the remainder of the performance period immediately prior to the date of grant. The
Company has recently listed; therefore, a proxy volatility figure was used for the purposes of the valuation. The
following assumptions were used to estimate the fair value of Ferroglobe stock options:

Grant Date Fair Value

Grant date June 20, 2017 June 01, 2017 November 24, 2016
Grant date share price $10.50 $10.96 $11.81
Exercise price Nil Nil Nil
Expected volatility 43.15% 43.09 44.83%
Option life 3.00 years 3.00 years 3.00 years
Dividend yield 0% 0% 0%
Risk-free interest rate 1.52% 1.44% 1.39%
Remaining performance period at grant date 2.53 2.58 2.10
Company TSR at grant date (0.3%) 4.0% 40.0%
Median comparator group TSR at grant date (7.2%) (3.7%) 56.4%
Median index TSR at grant date 0.6% 4.8% 45.7%

At the date of grant for these awards, all of the opening averaging period and some of the performance period had
elapsed. The Company’s TSR relative to the median comparator group TSR and median index TSR at grant date may

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impact the grant date fair value; starting from an advantaged position increases the fair value and starting from a
disadvantaged position decreases the fair value.

TSR Performance Conditions

To model the impact of the TSR performance conditions, we have calculated the volatility of the comparator group using
the same method used to calculate the Company’s volatility, using historical data, where available, which matches the
length of the remaining performance period grant date.

The Company’s correlation with its comparator group was assessed on the basis of correlations above 20% being
considered significant and incorporated into the valuation model (100% represents perfect positive correlation and 0%
represents no correlation).

There were 492,432 options that were granted during the year under the plan (2016: 264,933). There were no shares that
were exercised during the year (2016: none). For the year ended December 31, 2017, share-based compensation expense
related to this stock plan amounted to $2,405 thousand, which is recorded in Staff costs (2016: $106 thousand).

Share options outstanding as of December 31, 2017 had a weighted average contractual life 1.96 years (2016: 2.92
years).

b. Options assumed under business combination

Prior to the business combination, shares of Globe Specialty Metals common stock were registered pursuant to
Section 12(b) of the Exchange Act and listed on NASDAQ. As a result of the business combination (see Note 5), each
share of Globe common stock was converted into the right to receive one Ferroglobe ordinary share. The shares of Globe
common stock were suspended from trading on NASDAQ effective as of the opening of trading on December 24, 2015.
Ferroglobe ordinary shares were approved for listing on The NASDAQ Global Market. At the effective time of the
business combination, GSM stock and stock-based awards were replaced with stock and stock-based awards of
Ferroglobe in a one to one exchange.

There were no new options granted during the year ended December 31, 2017 or for the year ended December 31,
2016. There were 34,990 options that were exercised and 71,027 share options that expired during the year ended
December 31, 2017 (2016: no share options were exercised and 681,288 share options expired).

A summary of options outstanding is as follows:

Weighted-
Average
Weighted- Remaining
Average Contractual Aggregate
Number of Exercise Term in Intrinsic
Options Price Years Value
Outstanding as of December 31, 2015 1,310,666 $ 16.80
Expired (681,288) 18.83
Outstanding as of December 31, 2016 629,378 $ 14.59 1.75 $ 580
Exercised (34,990) 6.77
Expired (71,027) 14.54
Outstanding as of December 31, 2017 523,361 $ 15.12 0.89 $ 1,774

Exercisable as of December 31, 2017 515,028 $ 15.10 0.87 $ 1,774

As of December 31, 2017 there are total vested options of 515,028 and 8,333 unvested options outstanding (2016:
vested options of 588,545 and 40,833 unvested options).

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For the year ended December 31, 2017, share based compensation expense related to stock options under this plan was
$4 thousand (2016: $69 thousand). The expense is reported within Staff costs in the consolidated income statement.

c. Executive bonus plan assumed under business combination

Prior to the business combination, the Company also issued restricted stock units under the Company’s Executive Bonus
Plan. The fair value of restricted stock units is based on quoted market prices of the Company’s stock at the end of each
reporting period. These restricted stock units proportionally vest over three years, but are not delivered until the end of
the third year. The Company will settle these awards by cash transfer, based on the Company’s stock price on the date of
transfer. For the years ended December 31, 2017 and 2016, no restricted stock units were granted. For the year ended
December 31, 2017, 371,570 restricted options were exercised and for the year ended December 31, 2016, 132,457
restricted options were exercised. As of December 31, 2017, and 2016 year end, restricted stock units of 13,340 and
384,910, respectively, were outstanding.

For the year ended December, 31 2017, share based compensation expense for these restricted stock units was
$343 thousand before tax and $202 thousand after tax (2016: $2,930 thousand before tax and $1,729 thousand after
tax). The expense is reported within Staff costs in the consolidated income statement. At the year ended December 31,
2017 and 2016, the liability associated with the restricted stock option is $626 thousand and $4,566 thousand,
respectively; of which $626 thousand and $997 thousand are included in other current liabilities, respectively; and $0
and $3,569 thousand included in other non-current liabilities, respectively.

d. Stock appreciation rights assumed under business combination

The Company issues cash-settled stock appreciation rights as an additional form of incentivized bonus. Stock
appreciation rights vest and become exercisable in one-third increments over three years. The Company settles all
awards by cash transfer, based on the difference between the Company’s stock price on the date of exercise and the date
of grant. The Company estimates the fair value of stock appreciation rights using the Black-Scholes option pricing
model. There were no stock appreciation rights granted during the year ended December 31, 2017. There were 209,451
stock appreciation rights cancelled and 168,135 stock appreciation rights exercised during the year ended December 31,
2017 (2016: 16,510 stock appreciation rights granted, 35,725 stock appreciation rights cancelled and no stock
appreciation rights exercised). As of December 31, 2017, and 2016, there were 1,182,871 and 1,572,274 stock
appreciation rights outstanding, respectively.

For the year ended December, 31 2017 compensation expense for these stock appreciation rights was $3,429 thousand
before tax and $2,023 thousand after tax) (2016: $1,673 thousand before tax and $987 thousand after tax). As of
December 31, 2017 and 2016, the liability associated with the stock appreciation rights is $5,911 thousand and $2,943
thousand, respectively; of which $5,800 thousand and $2,698 thousand are is included in other current liabilities,
respectively; and $111 thousand and $245 thousand are included in other non-current liabilities respectively.

e. Unearned compensation expense

As of December 31, 2017, the Company has no unearned pre-tax compensation expense related to non-vested liability
classified stock options as all awards are fully vested. Unearned compensation expense represents the minimum expense
to be recognized over the grant date vesting terms or earlier as a result of accelerated expense recognition due to
remeasurement of compensation cost for liability classified awards. Future expense may exceed the unearned
compensation expense in the future due to the remeasurement of liability classified awards. As of December 31, 2017,
and 2016, the Company has unearned pre-tax compensation expense of $1 thousand and $5 thousand, respectively;
related to non-vested equity classified stock options over a weighted average term of 0.01 and 0.04, respectively.

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22. Tax matters

The components of current and deferred income tax expense (benefit) are as follows:

2017 2016 2015

US$'000 US$'000 US$'000
Consolidated income statement
Current income tax
Current income tax charge/(credit) 30,491 (14,885) 42,544
Adjustments in current income tax in respect of prior years 753 1,220 —
Total 31,244 (13,665) 42,544

Deferred tax
Origination and reversal of temporary differences (14,857) (33,030) 7,398
Impact of tax rate changes (31,688) — —
Adjustments in deferred tax in respect of prior years 480 — —
(46,065) (33,030) 7,398

(14,821) (46,695) 49,942

The Company has significant business operations in Spain, France, South Africa and the United States. The following is
a reconciliation of a weighted blended statutory income tax rate to our effective tax rate for the years ended
December 31, 2017, 2016, and 2015:

2017 2016 2015

US$'000 US$'000 US$'000
Accounting profit/(loss) before income tax (20,643) (405,308) (8,530)
At weighted effective tax rate of 31% (2016: 31% and 2015: 28%) (6,399) (125,645) (2,388)
— —
Other non-taxable income/(expenses) 18,374 81,648 19,454
Movements in unprovided deferred tax 7,138 15,326 35,754
US tax rate change (31,257) — —
Differing territorial tax rates 2 (22,949) 4,859
Adjustments in respect of prior periods 1,233 — —
Other items (845) 890 —
Permanent differences (227) 5,196 (4,799)
Incentives and deductions (3,188) (1,161) (2,938)
Total State, Local and Other taxes 348 — —
Income tax (expense)/benefit (14,821) (46,695) 49,942

The Tax Cuts and Jobs Act (“TCJA”) was enacted into law on December 22, 2017. The material impact of the TCJA on
the Company's 2017 position was a deferred tax credit of $31.2 million representing the remeasurement of the
Company’s U.S. net deferred tax liability as a consequence of the reduction of the U.S. federal corporate statutory tax
rate from 35% to 21% with effect from January 1, 2018. In addition, a one off tax charge of $1.7 million has been
included representing the Company’s best estimate of its liability for the one-time transition tax imposed by the TCJA
on certain of its historic non-U.S. earnings. Further work will be performed during 2018 to refine this estimate, but any
change in the amount provided resulting from this work is not expected to be material. While the Company continues to
evaluate the effect of the provisions that will impact 2018, noting that further guidance and regulations on the new
legislation are expected to be released during the year, no other significant impacts of the change in law have been
identified. Therefore in future periods the Company's effective tax rate is expected to decrease as a result of the
reduction in the U.S. federal tax rate.

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Deferred taxes

The changes in deferred tax assets and liabilities in 2017, 2016 and 2015 were as follows:

Deferred Tax Deferred Tax

Assets Liabilities
US$'000 US$'000
Balance at January 1, 2016 39,070 191,748
Increases 27,920 9,150
Business combination (Note 5) 337 —
Decreases (21,056) (62,128)
Exchange differences (1,321) 765
Balance at December 31, 2016 44,950 139,535
Discontinued operations 1,948 11,667
Increase 10,805 14,643
Decrease (4,346) (47,665)
Exchange differences 2,491 (2,463)
Balance at December 31, 2017 55,848 115,717

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2017 and 2016 consist of
the following:

2017 2016
US$'000 US$'000
Deferred tax assets:
Non-current assets 465 8,822
Provisions 25,534 15,418
Depreciation and amortization charge 6,598 807
Hedging instruments 1,239 199
Tax losses, incentives, reductions and credits carryforwards 20,723 19,391
Other 1,289 313
Total 55,848 44,950
Deferred tax liabilities:
Non-current assets 8,428 —
Depreciation and amortization charge 86,356 132,481
Inventories 243 1,441
Other 20,690 5,613
Total 115,717 139,535

Net Total Deferred Tax Asset / (Liability) (59,869) (94,585)

Presented in the statement of financial position as follows:

Deferred tax assets 5,273 44,950
Deferred tax liabilities 65,142 139,535

Net Total Deferred Tax Asset / (Liability) (59,869) (94,585)

Management of tax risks

The Company is committed to conducting its tax affairs consistent with the following objectives:

(i) to comply with relevant laws, rules, regulations, and reporting and disclosure requirements in whichever
jurisdiction it operates;

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(ii) to maintain mutual trust, transparency and respect in its dealings with all tax authorities; and
(iii) to adhere with best practice and comply with the Company's internal corporate governance procedures,
including but not limited to its Code of Conduct

In the jurisdictions in which the Company operates, tax returns cannot be deemed final until they have been audited by
the tax authorities or until the statute-of-limitations has expired. The number of open tax years subject to examination
varies depending on the tax jurisdiction. In general, the Company has the last four years open to review. The criteria that
the tax authorities might adopt in relation to the years open for review could give rise to tax liabilities which cannot be
quantified.

23. Related party transactions and balances

Balances with related parties – continued operations

Balances with related parties at December 31 are as follows:

2017
Receivables Payables
Non- Non-
Current Current Current Current
US$'000 US$'000 US$'000 US$'000
Inmobiliaria Espacio, S.A. — 3,033 — 4
Grupo Villar Mir, S.A.U. — 83 — —
Enérgya VM Generación, S.L — 1,420 — 6
Villar Mir Energía, S.L.U. 2,398 35 — 12,065
Espacio Information Technology, S.A.U. — — — 861
Blue Power Corporation, S.L. — — — 29
Other related parties 2 1 — 8
Total 2,400 4,572 — 12,973

2016
Receivables Payables
Non- Non-
Current Current Current Current
US$'000 US$'000 US$'000 US$'000
Inmobiliaria Espacio, S.A. — 2,664 — 1,751
Grupo Villar Mir, S.A.U. — 6,743 — —
Marco International Corporation — 756 — —
Enérgya VM Generación, S.L — — — 23
Enérgya VM Gestión, S.L — 1,765 — —
Villar Mir Energía, S.L.U. 2,108 39 — 5,239
Espacio Information Technology, S.A.U. — — — 130
Alloys International — — — 918
Blue Power Corporation, S.L. 9,845 — — —
Key management personnel (Note 26) — — — 22,672
Other related parties — 4 — 5
Total 11,953 11,971 — 30,738

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Balances with related parties – assets held for sale

2016
Receivables Payables
Non- Non-
Current Current Current Current
US$'000 US$'000 US$'000 US$'000
Enérgya VM Generación, S.L — 2,792 — —
Villar Mir Energía, S.L.U. — — — 231
Other related parties — — — 23
— 2,792 — 254
The short-term loans granted by Grupo Villar Mir, S.A.U. relate mainly to renewable cash loans earning interest at a
market rate and maturing at short term.

The loan granted to Inmobiliaria Espacio, S.A. accrues a market interest and has a maturity in the short-term that is
renewed tacitly upon maturity, unless the parties agreed it’s repaid until maturity, extended it automatically for
one year.

A former member of the board of directors until the end of 2016 is affiliated with Marco International Corporation, from
which the Company purchases certain raw materials and to whom the Company sells silicon-based alloys.

During 2016 the loan granted to Blue Power Corporation, S.L. relates mainly to the financing of the new Spanish solar
project. This loan accrues a market interest and will be repaid on long-term basis. On February 24, 2017, the loan was
novated to OpCo as part of a capital injection by Blue Power to OpCo.

The balance with the other related parties arose as a result of the commercial transactions performed with them (see
explanation of main transactions below).

Transactions with related parties and other related parties

Transactions with related parties in 2017, 2016 and 2015 are as follows:

2017
Sales and Other Finance
Operating Operating Income
Income Cost of Sales Staff costs Expenses (Note 25.4)
US$'000 US$'000 US$'000 US$'000 US$'000
Inmobiliaria Espacio, S.A. — — — 2 70
Villar Mir Energía, S.L.U. — 94,049 — 3,362 —
Espacio Information Technology, S.A.U. — — — 3,807 —
Enérgya VM Generación, S.L 17,222 — — 226 —
Enérgya VM Gestión, S.L — — — 22 —
Other related parties — — — 1,440 154
Total 17,222 94,049 — 8,859 224

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2016
Sales and Other Finance
Operating Operating Income
Income Cost of Sales Staff costs Expenses (Note 25.4)
US$'000 US$'000 US$'000 US$'000 US$'000
Inmobiliaria Espacio, S.A. — — — 2 74
Grupo Villar Mir, S.A.U. 403 — — — —
Villar Mir Energía, S.L.U. 45 69,083 — 3,626 —
Espacio Information Technology, S.A.U. — — — 4,049 —
Enérgya VM Generación, S.L 20,553 — — 503 —
Enérgya VM Gestión, S.L — 253 — — —
Marco International Corporation 765 5,212 — — —
Key management personnel (Note 26) — — 10,080 — —
Other related parties — — — 92 —
Total 21,766 74,548 10,080 8,272 74

2015
Sales and Other Finance
Operating Operating Income
Income Cost of Sales Staff costs Expenses (Note 25.4)
US$'000 US$'000 US$'000 US$'000 US$'000
Inmobiliaria Espacio, S.A. — — — 3 170
Enérgya VM Generación, S.L 28,881 — — 306 —
Grupo Villar Mir, S.A.U. — — — — 255
Torre Espacio Castellana, S.A.U. — — — 1,138 —
Villar Mir Energía, S.L.U. 66 85,511 — 4,850 —
Espacio Information Technology, S.A.U. — — — 2,581 —
Marco International Corporation — 360 — — —
Key management personnel (Note 26) — — 3,909
Other related parties 1 — — 156 —
Total 28,948 85,871 3,909 9,034 425

“Cost of sales” of the related parties vis-à-vis Villar Mir Energía, S.L.U. relates to the purchase of energy from the latter
by the Company’s Electrometallurgy - Europe segment. FerroAtlántica pays VM Energía a service charge in addition to
paying for the cost of energy purchase from the market. For the fiscal years ended December 31, 2017, 2016 and 2015,
FerroAtlántica’s and Hidro Nitro Española’s obligations to make payments to VM Enérgia under their respective
agreements - for the purchase of energy plus the service charge - amounted to $94,049 thousand, $69,083 thousand and
$85,511 thousand, respectively. These contracts are similar to contracts FerroAtlántica signs with other third-party
brokers.

“Other operating expenses” relates mainly to service fees paid to Espacio Information Technology, S.A.U. for managing
and maintenance services rendered related, basically, to the enterprise resource planning (‘ERP’) that some Company
entities use; and, and other IT development projects.

“Sales and operating income” relates mainly to sales from Hidro Nitro Española to Enérgya VM for the sales made by its
hydroelectric plant of $7,419 thousand, $5,155 thousand and $6,686 thousand for the fiscal years ended December 31,
2017, 2016 and 2015 and FerroAtlántica sales to Enérgya VM for the sales made by its hydroelectric plant of $9,803
thousand, $15,398 thousand and $22,195 thousand for the fiscal years ended December 31, 2017, 2016 and 2015.

During 2017, under the solar joint venture agreement FerroAtlántica and other subsidiaries have purchased property,
plant and equipment of $3,611 thousand from Aurinka and Blue Power Corporation, S.L.

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24. Guarantee commitments to third parties and other contingent assets and liabilities

Guarantee commitments to third parties

As of December 31, 2017 and 2016, the Company has provided bank guarantees commitments to third parties
amounting $18,943 thousand and $43,944 thousand, respectively. Management believes that any unforeseen liabilities
at December 31, 2017 and 2016 that might arise from the guarantees given would not be material.

Contingent assets

In 2015, FerroAtlántica Group filed a claim to recover the initial joint venture contribution of approximately $22,000
thousand from its counterparty in relation to the Joint Venture Agreement between FerroAtlántica Group and Zeus
Mineraçao Ltda., José Rubens Moretti Junior and Guilherme Moretti. There was an arbitration hearing in April 2015 and,
on June 10, 2016, an award of $22,000 thousand, plus costs, was confirmed in favor of FerroAtlántica. The defendants
have since applied to the Brazilian courts to annul the award and the parties are awaiting an order on the request. While
the Company intends to continue to pursue recovery, the Company considers recovery against the claim unlikely due to
the apparent financial condition of the respondents and has written off the full amount of the claim as of December 31,
2016 and December 31, 2017.

Contingent liabilities

In the ordinary course of its business, Ferroglobe is subject to lawsuits, investigations, claims and proceedings,
including, but not limited to, contractual disputes and employment, environmental, health and safety matters. Although
we cannot predict with certainty the ultimate resolution of lawsuits, investigations, claims and proceedings asserted
against it, we do not believe any currently pending legal proceeding to which it is a party will have a material adverse
effect on its business, prospects, financial condition, cash flows, results of operations or liquidity.

Asbestos claims

Certain employees of FerroPem, S.A.S., then known as Pechiney Electrometallurgie, S.A. (“PEM”), may have been
exposed to asbestos at its plants in France in the decades prior to FerroAtlántica Group’s purchase of that business in
December 2004. During the period in question, PEM was wholly-owned by Pechiney Bâtiments, S.A., which had certain
indemnification obligations to our FerroAtlántica Group division pursuant to the 2003 Share Sale and Purchase
Agreement under which our FerroAtlántica Group acquired PEM. As of the date of this annual report, approximately 89
such employees have “declared” asbestos-related injury to the French social security agencies, based either on the
occurrence of work accidents (“accident du travail”) or on administrative recognition of an occupational disease
(“maladie professionelle”). Of these, 51 cases are closed, approximately 38 are pending before the French social security
agencies or courts and, of the latter, 17 include assertions of “inexcusable negligence” (“faute inexcusable”) which, if
upheld, may lead to material liability on the part of FerroPem. Other employees may declare further asbestos-related
injuries in the future, and may likewise assert inexcusable negligence. In 2016, FerroPem initiated an arbitration process
seeking to enforce indemnification provisions in the Share Sale and Purchase Agreement against Río Tinto France as
successor to Pechiney Bâtiments with respect to pending asbestos claims. On July 11, 2017, however, the claims in
arbitration were denied in their entirety on various grounds, including that the claims were untimely, and Ferropem is
without further recourse against Río Tinto. Litigation against, and material liability on the part of, FerroPem will not
necessarily arise in each case, and to date a majority of such declared injuries have been minor and have not led to
significant liability on Ferropem’s part. Whether material liability will arise is determined case-by-case, often over a
period of years, depending on, inter alia, the evolution of the claimant’s asbestos-related condition, the possibility that
the claimant was exposed while working for other employers and, where asserted, the claimant’s ability to prove
inexcusable negligence on FerroPem’s part. Because of such uncertainties, no reliable estimate can be made at this time
of FerroPem’s eventual liability in these matters, with exception of three grave cases that have been litigated through the
appeal process and in which claimants’ assertions of inexcusable negligence were upheld. Liabilities in respect to this
matter have been recorded at December 31, 2017 at an estimated amount of $2,339 thousand in Provisions for litigation
in progress.

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Environmental matters

On August 31, 2016, the U.S. Department of Justice (the “DOJ”) requested a meeting with GMI to discuss potential
resolution of a July 1, 2015 NOV/FOV that GMI received from the U.S. Environmental Protection Agency (the “EPA”)
alleging certain violations of the Prevention of Significant Deterioration (“PSD”) and New Source Performance
Standards provisions of the Clean Air Act associated with a 2013 project performed at GMI’s Beverly facility.
Specifically, the July 2015 NOV/FOV alleges violations of the facility’s existing operating and construction permits,
including allegations related to opacity emissions, sulfur dioxide and particulate matter emissions, and failure to keep
necessary records and properly monitor certain equipment. On October 27, 2016, GMI met with the DOJ and the EPA to
discuss the alleged violations, GMI’s preliminary assessment of those alleged violations, and its possible defenses to the
NOV/FOV. As a result of that meeting, GMI has agreed to the government’s request that GMI prepare an assessment of
Best Available Control Technologies (“BACT”) that could be applicable to the facility under the federal PSD program,
to conduct a ventilation study to assess emissions at the facility, and to continue discussions with the government
regarding an appropriate resolution of the NOV/FOV by consent. In February 2017, the EPA formally issued a request
under Section 114 of the Clean Air Act, requiring GMI to conduct the ventilation study that GMI had previously agreed
to conduct. On January 4, 2017, GMI received a second NOV/FOV dated December 6, 2016, arising from the same facts
as the July 2015 NOV/FOV and subsequent EPA inspections. The second NOV/FOV alleges opacity exceedances at
certain units, failure to prevent the release of particulate emissions through the use of furnace hoods at a certain unit, and
the failure to install Reasonably Available Control Measures (as defined) at certain emission units at the Beverly facility.
As part of the on‑going consent process to resolve the NOVs/FOVs, the government could demand that GMI install
additional pollution control equipment and/or implement other measures to reduce emissions from the facility, as well as
pay a civil penalty. GMI’s environmental consultants have completed the ventilation study and a Ventilation
Evaluation Report documenting the same, which GMI provided to EPA on October 6, 2017. Since that time, GMI and
the government have continued negotiations regarding potential resolution of the NOV/FOVs, which negotiations are
ongoing. At this time, however, GMI does not know the extent of potential injunctive relief or the amount of a civil
penalty a negotiated resolution of this matter may entail. Should the DOJ and GMI be unable to reach a negotiated
resolution of the NOVs/FOVs, the government could institute formal legal proceedings for injunctive relief and civil
penalties. The statutory maximum penalty is $93,750 per day per violation, from April 2013 to the present.

25. Income and expenses

25.1 Sales

Sales by segment for the years ended December 31 are as follows:

2017 2016 2015

US$'000 US$'000 US$'000
Electrometallurgy - North America 541,143 521,192 10,062
Electrometallurgy - Europe 1,083,200 949,547 1,174,968
Electrometallurgy - South Africa 122,504 142,160 219,890
Other segments 60,199 90,337 129,123
Eliminations (65,353) (127,199) (217,453)
Total 1,741,693 1,576,037 1,316,590

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Sales by geographical area for the years ended December 31 are as follows:

2017 2016 2015

US$'000 US$'000 US$'000
Spain 253,991 201,403 221,558
Germany 245,152 241,046 230,996
Italy 94,590 90,267 120,016
Other EU Countries 340,877 236,746 314,078
USA 547,309 563,619 208,412
Rest of World 259,774 242,956 221,530
Total 1,741,693 1,576,037 1,316,590

25.2 Staff costs

Staff costs are comprised of the following for the years ended December 31:

2017 2016 2015

US$'000 US$'000 US$'000
Wages, salaries and similar expenses 222,733 212,098 133,868
Pension plan contributions 13,631 10,647 8,986
Employee benefit costs 65,599 73,654 63,015
Total 301,963 296,399 205,869

25.3 Depreciation and amortization charges, operating allowances and write-downs

Depreciation and amortization charges, operating allowances and write-downs are comprised of the following for
the years ended December 31:

2017 2016 2015

US$'000 US$'000 US$'000
Amortization of intangible assets (Note 8) 8,440 12,649 4,547
Depreciation of property, plant and equipment (Note 9) 94,051 105,695 55,668
Change in impairment losses on uncollectible trade receivables (Note 10) 1,784 7,578 5,305
Change in inventory write-downs (Note 11) 405 — 917
Other (151) (245) 613
Total 104,529 125,677 67,050

25.4 Finance income and finance cost

Finance income is comprised of the following for the year ended December 31:

2017 2016 2015

US$'000 US$'000 US$'000
Finance income of related parties (Note 23) 224 74 425
Other finance income 3,484 1,462 671
Total 3,708 1,536 1,096

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Finance costs are comprised of the following for the year ended December 31:

2017 2016 2015

US$'000 US$'000 US$'000
Interest on debt instruments 28,961 — —
Interest on loans and credit facilities 15,834 18,630 15,318
Interest on note and bill discounting 7,403 1,503 1,697
Interest on interest rate swaps 2,689 2,525 2,618
Interest on finance leases 2,917 3,186 3,656
Trade receivables securitization expense (Note 10) 7,256 — —
Other finance costs 352 4,407 7,116
Total 65,412 30,251 30,405

25.5 Impairment losses and net loss (gain) due to changes in the value of assets

Impairment losses and net loss (gain) due to changes in the value of assets are comprised of the following for
the years ended December 31:

2017 2016 2015

US$'000 US$'000 US$'000
Impairment of goodwill (Note 7) 30,618 194,612 —
Impairment of intangible assets (Note 8) 443 230 6,442
Impairment of property, plant and equipment (Note 9) (104) 67,624 45,600
Impairment of non-current financial assets (Note 10) — 5,623 —
Impairment losses 30,957 268,089 52,042

(Increase) decrease in fair value of biological assets (Note 28) (7,504) (1,891) (1,336)
(Gain) loss on financial investments — — 2,248
Net (gain) loss due to changes in the value of assets (7,504) (1,891) 912

25.6 Loss (gain) on disposal of non-current assets

Loss (gain) on disposal of non-current assets is comprised of the following for the years ended December 31:

2017 2016 2015

US$'000 US$'000 US$'000
Loss on disposal of intangible assets 503 — 3,350
Gain on disposal of property, plant and equipment (1,779) (468) (1,767)
Loss on disposal of property, plant and equipment 3,733 — 631
Loss on disposal of other non-current assets 1,859 128 —
Total 4,316 (340) 2,214

26. Remuneration and other benefits paid to key management personnel

Remuneration and other benefits paid to key management personnel during the years ended December 31 is as follows:

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2017 2016 2015

US$'000 US$'000 US$'000
Fixed remuneration 5,625 4,494 2,054
Variable remuneration 3,710 3,258 1,658
Contributions to pension plans and insurance policies 215 281 152
Share-based payments 1,738 - -
Other remuneration 17 177 45
Total 11,305 8,210 3,909

In addition to the compensation information above, during 2016, fixed remuneration, variable remuneration,
contributions to pension plans and insurances policies corresponding to the Company’s former Executive Chairman
amounted to $1,117 thousand, $749 thousand, and $4 thousand, respectively. In addition, as of December 31, 2016,
severance benefits were accrued in the amount of $22,672 thousand, related to the resignation of the former Company’s
Executive Chairman.

During 2017, 2016 and 2015, no loans and advances have been granted to key management personnel.

27. Financial risk management

Ferroglobe operates in an international and cyclical industry which exposes it to a variety of financial risks such as
currency risk, liquidity risk, interest rate risk, credit risk and risks relating to the price of finished goods, raw materials
and power.

The Company’s management model aims to minimize the potential adverse impact of such risks upon the Company’s
financial performance. Risk is managed by the Company’s executive management, supported by the Risk Management,
Treasury and Finance functions. The risk management process includes identifying and evaluating financial risks in
conjunction with the Company’s operations and quantifying them by project, region and subsidiary. Management
provides written policies for global risk management, as well as for specific areas such as foreign currency risk, credit
risk, interest rate risk, liquidity risk, the use of hedging instruments and derivatives, and investment of surplus liquidity.

The financial risks to which the Company is exposed in carrying out its business activities are as follows:

a) Market risk

Market risk is the risk that the Company’s future cash flows or the fair value of its financial instruments will
fluctuate because of changes in market prices. The primary market risks to which the Company is exposed comprise
foreign currency risk, interest rate risk and risks related to prices of finished goods, raw materials and power.

Foreign currency risk

Ferroglobe generates sales revenue and incurs operating costs in various currencies. The prices of finished goods are
to a large extent determined in international markets, primarily in US dollars and Euros. Foreign currency risk is
partly mitigated by the generation of sales revenue, the purchase of raw materials and other operating costs being
denominated in the same currencies. Although it has done so on occasions in the past, and may decide to do so in
the future, the Company does not generally enter into foreign currency derivatives in relation to its operating cash
flows. At December 31, 2017, the Company was not party to any foreign currency forward contracts.

In February 2017, the Company completed a restructuring of its finances which included the issue of $350,000
thousand of senior notes due 2022 (see Note 18) and the repayment of certain existing indebtedness denominated in
a number of currencies across its subsidiaries. The Company is exposed to foreign exchange risk as the interest

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and principal of the Notes is payable in US dollars, whereas its operations principally generate a combination of US
dollar and Euro cash flows. Following approval by the Board, the Company entered into a cross currency interest
rate swap to exchange 55% of the principal and interest payments in US dollars for principal and interest payments
in Euros (see Note 19). The Company has designated a proportion of the cross currency swap as a cash flow hedge
(see Note 19), with the remainder accounted for at fair value through profit or loss.

Interest rate risk

Ferroglobe is exposed to interest rate risk in respect of its financial liabilities that bear interest at floating rates.
These primarily comprise credit facilities (see Note 16) and obligations under finance leases related to
hydroelectrical installations (see Note 17).

During the year ended December 31, 2017, the Company did not enter into any interest rate derivatives in relation
to its interest bearing credit facilities. At 31 December, 2017, there was no balance outstanding under its credit
facilities.

Prior to the Business Combination, the Company entered into interest rate swaps to fix the interest payable in
respect of its obligations under finance leases until 2022. Details of the interest rate derivative financial instruments
at December 31, 2017 and 2016 are included in Note 19 to these consolidated financial statements.

b) Credit risk

Credit risk refers to the risk that a customer or counterparty will default on its contractual obligations resulting in
financial loss. The Company’s main credit risk exposure relates to the following financial assets:
· trade and other receivables; and
· loans and receivables (other financial assets) arising from the Company’s accounts receivable securitization
program (see Note 10).

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas.
The Company has established policies, procedures and controls relating to customer credit risk management.
Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate,
the Company insures its trade receivables with reputable credit insurance companies.

Since August 2017, the Company has sold substantially all of the trade receivables generated by its subsidiaries in
the US, Canada, Spain and France to an accounts receivable securitization programme (see Note 10). This has
enabled it to monetize these assets earlier than it did previously and significantly reduce working capital.

c) Liquidity risk

The purpose of the Company’s liquidity and financing policy is to ensure that the Company keeps sufficient funds
available to meet its financial obligations as they fall due. The Company’s main sources of financing are as follows:

· $350,000 thousand 9.375% senior notes due 2022. The proceeds from the Notes, issued by Ferroglobe and
Globe in February 2017, were primarily used to repay certain existing indebtedness of the Parent Company and
its subsidiaries. Interest is payable semi-annually on March 1 and September 1 of each year. If Ferroglobe
experiences a change of control, the Company is required to offer to redeem the Notes at 101% of their principal
amount (see Note 18).

· $200,000 thousand Amended Revolving Credit Facility. Loans under the Amended Revolving Credit Facility
may be borrowed, repaid and reborrowed until the maturity of the facility in August 2018. Borrowings are
available to be used to provide for the working capital and general corporate requirements of the Parent
Company and its subsidiaries (including permitted acquisitions and permitted capital expenditures). At

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December 31, 2017 the full amount of the facility was available for drawdown. Subsequent to year-end, the
facility was replaced by a new $250,000 thousand revolving credit facility maturing in February 2021(see Note
30).

· Hydroelectric finance lease. In May 2012, the Company entered into a sale and leaseback agreement with
respect to certain hydroelectric assets in Spain. The lease payments are due in 120 installments from May 2012
to maturity in May 2022 (see note 17).

To ensure that there are sufficient funds available for the Company to repay its financial obligations as they fall due,
each year the Company’s Financial Planning and Analysis department prepares a financial budget that is approved
by the Board of Directors and details all financing needs and how such financing will be provided. The budget
projects the funds necessary for the most significant cash requirements, such as prepayments for capital
expenditures, debt repayments and, where applicable, working capital requirements.

Quantitative information

i. Interest rate risk:

At December 31, the Company’s interest-bearing financial liabilities were as follows:

2017
Fixed rate Floating rate Total
US$'000 US$'000 US$'000
Bank borrowings — 1,003 1,003
Obligations under finance leases — 82,633 82,633
Debt instruments 350,270 — 350,270
Other financial liabilities (*) 86,238 13,153 99,391
436,508 96,789 533,297

(*) Other financial liabilities comprise loans from government agencies and exclude derivative financial instruments (see Note 19).

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2016
Fixed rate Floating rate Total
US$'000 US$'000 US$'000
Bank borrowings — 421,291 421,291
Obligations under finance leases — 5,237 5,237
Debt instruments — — —
Other financial liabilities (*) 75,797 11,563 87,360
75,797 438,091 513,888

(*) Other financial liabilities comprise loans from government agencies and exclude derivative financial instruments (see Note 19).

In respect of the above financial liabilities, at December 31, 2017, the Company had floating to fixed interest rate
swaps in place covering 83% of its exposure to floating interest rates (2016: 3%). The increase in the proportion of
floating rate financial liabilities covered by interest rate swaps reflects that in February 2017 the Company
completed a comprehensive refinancing, replacing floating rate debt with fixed rate debt, and that at December 31,
2016, the Company’s obligations under finance leases related to the Spanish energy business and related interest
rate swaps were separately classified on the balance sheet as part of a disposal group held for sale (see Note 29).

Analysis of sensitivity to interest rates

At December 31, 2017, given that the majority of the Company’s interest-bearing financial liabilities are at fixed
interest rates and that the Company has interest rate swaps in place in respect of substantially all of its obligations
under finance leases, management do not consider that there are reasonably possible changes in interest rates that
would have a material impact on the Company’s profitability.

At December 31, 2016, the Company performed a sensitivity analysis for floating rate financial liabilities that,
taking into consideration the February 2017 refinancing discussed in Notes 16 and 18, indicated that an increase of
1% in interest rates would have given rise to additional borrowing costs of $1.8 million in 2017.

ii. Foreign currency risk:

Notes and cross currency swap

The Parent Company is exposed to exchange rate fluctuations as it has a Euro functional currency and future
commitments to pay interest and principal in US dollars in respect of its outstanding debt instruments of $150,000
thousand (see Note 18). To manage this foreign currency risk, the Parent Company has entered into a cross currency
swap and designated a portion of this as an effective cash flow hedge of the future interest and principal amounts
due on its debt instruments. As discussed in Note 19, the notional amount of the cross currency swap exceeds the
principal amount of the Parent Company’s debt instruments by $42,500 thousand and therefore a portion of the
cross currency swap is not designated as a hedge and is accounted for at fair value through profit or loss. The
Company has performed a sensitivity analysis that indicates that if the Euro was to strengthen (weaken) against the
US Dollar by 10% it would record a loss (gain) of $5,831 thousand in respect of the portion of the cross currency
swap accounted for at fair value through profit or loss.

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Foreign currency swaps in relation to trade receivables and trade payables

The proportion of foreign currency accounts receivable and accounts payable for which foreign currency swaps had
been arranged were as follows at December 31:

2017 2016
Percentage of accounts receivable in foreign currencies for which currency swaps have been
arranged —% 13.7 %
Percentage of accounts payable in foreign currencies for which currency swaps have been
arranged —% 2.5 %

At December 31, 2017, the Company has no foreign currency swaps in place in respect of foreign currency accounts
receivable and accounts payable. The fair value of outstanding foreign currency swaps at December 31, 2016, was
€(0.8) million.

The sensitivity of the Company’s profit or loss to the impact of changes in the foreign exchange rates on its foreign
currency swaps is as follows:

Sensitivity to the EUR/USD exchange rate 2017 2016

+10% (appreciation of the Euro) — 2.5
-10% (depreciation of the Euro) — (2.5)

Foreign currency derivatives mainly cover monetary items in the statement of financial position and, therefore,
exchange differences on these items would be partly offset by the above changes in fair value of its derivatives.

iii. Liquidity risk:

The table below summarises the maturity profile of the Company’s financial liabilities at December 31, 2017, based
on contractual undiscounted payments. The table includes both interest and principal cash flows. The cash flows for
debt instruments assume that principal of the Notes is repaid at maturity in March 2022 (see Note 18).

2017
Between 1-2 Between 2-5
Less than 1 year years years After 5 years Total
US$'000 US$'000 US$'000 US$'000 US$'000
Bank borrowings 1,003 — — — 1,003
Finance leases 15,379 15,504 58,225 — 89,108
Debt instruments 32,813 32,813 432,031 — 497,656
Financial loans from government
agencies 88,127 2,362 2,349 1,056 93,894
Derivative financial instruments 595 203 18,108 — 18,906
Payables to related parties 12,973 — — — 12,973
Trade and other payables 192,859 — — — 192,859
343,749 50,882 510,713 1,056 906,399

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The amounts disclosed in the table above for derivative financial instruments are the net undiscounted cash flows.
The following table shows the gross inflows and outflows and the corresponding reconciliation of those amounts to
the net carrying value of the derivatives.

2017
Less than 1 Between 1-2 Between 2-5
year years years After 5 years Total
US$'000 US$'000 US$'000 US$'000 US$'000
Inflows 18,198 17,996 237,526 — 273,720
Outflows (18,793) (18,199) (255,634) — (292,626)
Net cash flow (595) (203) (18,108) — (18,906)

Discounted at the applicable interbank rates (995) (985) (36,060) — (38,040)

Changes in liabilities arising from financing activities

The changes in liabilities arising from financing activities during the year ended December 31, 2017, were as follows:

Effect of
Reclassification Changes changes in
of business from foreign
January 1, held for sale financing exchange Changes in Other December 31,
2017 (*) cash flows rates fair values changes 2017
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Bank borrowings 421,291 — (426,641) 1,916 — 4,437 1,003
Obligations under finance leases 5,237 81,383 (14,610) 10,623 — — 82,633
Debt instruments — — 337,383 — — 12,887 350,270
Financial loans from government agencies
(Note 19) 87,360 — — 12,031 — — 99,391
Derivative financial instruments (Note 19) 699 5,576 — 1,971 31,614 (1,820) 38,040
Total liabilities from financing
activities 514,587 86,959 (103,868) 26,541 31,614 15,504 571,337
Proceeds from stock option exercises 180
Other amounts paid due to financing
activities (9,709)
Net cash (used) by financing activities (113,397)

(1) ( * ) Liabilities associated with the Spanish energy business were separately presented in the consolidated statement of financial
position at December 31, 2016, as part of a disposal group held for sale. The business ceased to be classified as held for sale during the year
ended December 31, 2017 (see Note 29).

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28. Fair value measurement

Fair value of assets and liabilities that are measured at fair value on a recurring basis

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities that are
carried at fair value in the statement of financial position:

December 31, 2017

Quoted
prices in Significant Significant
active observable unobservable
markets inputs inputs
Total (Level 1) (Level 2) (Level 3)
US$'000 US$'000 US$'000 US$'000
Other non-current assets (Note 12):
Biological assets 27,279 — — 27,279
Other non-current financial liabilities (Note 19):
Derivative financial instruments - cross currency swap (33,648) — (33,648) —
Derivative financial instruments - interest rate swaps (4,392) — (4,392) —

December 31, 2016

Quoted
prices in Significant Significant
active observable unobservable
markets inputs inputs
Total (Level 1) (Level 2) (Level 3)
US$'000 US$'000 US$'000 US$'000
Other non-current assets (Note 12):
Biological assets 17,365 — — 17,365
Other non-current financial liabilities (Note 19):
Derivative financial instruments - interest rate swaps (699) — (699) —
Liabilities associated with assets held for sale (Note 29):
Derivative financial instruments - interest rate swaps (6,630) — (6,630) —

Cross currency swap

The cross currency swap is valued using a discounted cash flow technique. The valuation model incorporates foreign
exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective
currencies and forward interest rates. The valuation also incorporates a credit risk adjustment, calculated based on credit
spreads derived from current credit default swap prices (see Note 19).

Interest rate swaps

Interest rate swaps are valued using a discounted cash flow technique. Future cash flows are estimated based on forward
interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a
rate that reflects the credit risk of various counterparties.

Biological assets

Biological assets comprise timber farms in South Africa, which are a source of raw materials used for the production of
silicon metal. The timber farms plantations are measured at fair value less the incremental costs to be incurred until the
related products are at the point of sale. The main assumptions used include the number of hectares planted and the age
and average annual growth of the plantations. The changes in the fair value of this asset are recognized in the income
statement in the line “net gain (loss) due to changes in the value of assets” (see Note 25.5).

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The methodology for determining the fair value has been applied on a consistent basis in the current and prior year and
the key assumptions are as follows:

· the arm’s length price (market price) used by the market for wood of varying ages;

· the wood pulp industry Mean Annual Increment (MAI) index of 15 for gum and 10.5 for pine is used to determine
the annual growth rate of the plantations; and
· the density index used to convert cubic meters of wood to metric tons is 0.94 for pine and 1 for wood pulp.
The changes fair value of biological assets classified at level 3 in the hierarchy were as follows:

Level 3
US$'000
January 1, 2016 13,767
Gain recognised in profit or loss (Note 25.5) 1,891
Translation differences 1,707
December 31, 2016 17,365
Gain recognised in profit or loss (Note 25.5) 7,504
Translation differences 2,410
December 31, 2017 27,279

29. Non-current assets held for sale

Plan to dispose of Spanish energy business

On December 12, 2016, the Company entered into a sale agreement to dispose of its Spanish energy business. The assets
and associated liabilities of this business were classified as held for sale in the balance sheet at December 31, 2016.
Subsequently, in July 2017, the Company announced that it did not receive the required regulatory approvals to divest
of its Spanish energy business and although it will continue to explore all options to capture the full value of these
assets, completion of the previously announced sale is no longer considered to be highly probable. Accordingly, the
Company in the second quarter of 2017 ceased to classify the assets and liabilities of the business as held for sale.

In accordance with IFRS 5, the Company ceased to recognize depreciation expense in relation to its Spanish energy
business while it was classified as held for sale. When the business ceased to be classified as held for sale, the Company
recorded an adjustment of $2,608 thousand to the carrying amount of its assets, equivalent to the depreciation that
would have been charged if the business had not been classified as held for sale. This loss is charged in the income
statement within the line item “other loss”.

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As at December 31, 2016, the assets of the Spanish energy business classified as held for sale and associated liabilities
were as follows:

2016
US$'000
ASSETS
Non-current assets
Property, plant and equipment 83,935
Deferred tax assets 1,948
Other non-current assets 582
Total non-current assets 86,465
Current assets
Inventories 32
Trade and other receivables 3,596
Current receivables from related parties 2,792
Other current assets 1
Cash and cash equivalents 51
Total current assets 6,472
Assets and disposal groups classified as held for sale 92,937
LIABILITIES
Non-current liabilities
Provisions 89
Obligations under finance leases 70,876
Other financial liabilities 5,576
Deferred tax liabilities 11,667
Total non-current liabilities 88,208
Current liabilities
Provisions 1,265
Obligations under finance leases 10,507
Payables to related parties 254
Trade and other payables 3,651
Other current liabilities 3,797
Total current liabilities 19,474
Liabilities associated with assets held for sale 107,682

The assets held for sale and associated liabilities shown in the table above are presented after the elimination of
intercompany balances with other subsidiaries of Ferroglobe.

Other financial liabilities

Other financial liabilities comprise the fair value of interest rate swaps, which were taken out to hedge the risk of changes
in interest rates of finance leases for hydroelectrical installations. As detailed in Note 19, since June 30, 2015, these
interest rate swaps have been considered ineffective for the purposes of hedge accounting and as a result the changes in
their fair value have been recognized in the income statement.

Obligations under financial leases

Obligations under financial leases comprise a finance lease that relates to the Company’s rights to use certain
hydroelectrical installations. This lease expires in 2022, ten years from the date on which it was entered into and bears
interest at a variable market rate.

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The minimum lease payments on hydroelectrical installation finance leases at December 31, 2016 are as follows:

2016
US$'000
Within one year 10,507
Between one and five years 47,510
After five years 23,366
Total 81,383

30. Events after the reporting period

Biological Assets in South Africa

In January 2018, the Board of Directors of the Company authorized the potential divestiture or alternative strategic
transaction of biological assets in South Africa. The Company considers these assets non-core. Any potential transaction
regarding these assets may require certain regulatory approvals, which, along with other factors, may not result in
successful completion.

Acquisition of Glencore’s European manganese plants in France and Norway

On February 1, 2018, Ferroglobe completed the acquisition from a wholly-owned subsidiary of Glencore International
AG ("Glencore") of a 100% interest in Glencore's manganese alloys plants in Mo i Rana (Norway) and Dunkirk (France),
after receiving the necessary regulatory approvals in France, Germany and Poland. The new subsidiaries will be renamed
as Ferroglobe Mangan Norge and Ferroglobe Manganèse France. Ferroglobe has completed the acquisition through its
wholly-owned subsidiary Grupo FerroAtlántica.

The acquisition of the Glencore plants in France and Norway represents a unique opportunity for Ferroglobe to increase
its size in the manganese alloys industry, becoming one of the world's largest producers with over half a million tons of
sales of ferromanganese and silicomanganese. In 2016, the combined sales of these plants were approximately 160,000
tons of ferromanganese and 110,000 of silicomanganese. During the same year, Ferroglobe sold approximately 135,000
tons of ferromanganese and 132,000 tons of silicomanganese.

The integration of the acquired assets will allow Ferroglobe to consolidate a network of manganese alloy plants in
Europe, to diversify its manganese alloy production base and to capture cost improvements through the sharing of best
practices and the optimization of logistics flows. It will also provide significant advantages to our customers as
Ferroglobe will be better positioned to serve multiple locations in a more agile and responsive manner.

Simultaneously with the acquisition, Glencore and Ferroglobe have entered into exclusive agency arrangements for the
marketing of Ferroglobe's manganese alloys worldwide and the procurement of manganese ores to supply Ferroglobe's
plants, in both cases for a period of ten years.

The acquisition price for the two facilities included an up-front payment satisfied on closing plus an earn-out payment,
payable over eight and a half years, based on the annual performance of each of the acquired plants.

The initial accounting for the acquisition is incomplete as at the date these financial statements are authorized for issue.
The acquisition-date fair value of the consideration transferred, the fair value of the assets acquired and liabilities
assumed and the amount of goodwill arising on the acquisition will be disclosed in forthcoming periods.

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New revolving credit facility

On February 27, 2018, Ferroglobe repaid $88,316 thousand of outstanding borrowings under the Amended Revolving
Credit Facility and entered into a new revolving facility that provides for borrowings up to an aggregate principal
amount of $250,000 thousand (the “New Revolving Credit Facility”). In addition to loans in US dollars, multicurrency
borrowings under the New Revolving Credit Facility are available in Euros, Pound Sterling and any other currency
approved by the administrative agent and lenders. Subject to certain exceptions, loans under the New Revolving Credit
Facility may be borrowed, repaid and reborrowed at any time until the facility’s expiration date in February 27, 2021.

Ferroglobe’s obligations under the New Revolving Credit Facility are guaranteed by certain subsidiaries and borrowings
are secured by certain assets of Ferroglobe and its subsidiaries.

In addition to certain affirmative and negative covenants, the New Revolving Credit Facility contains certain
maintenance financial covenants, including a maximum net total leverage ratio and a minimum interest coverage ratio.

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 Exhibit 1.1

Company no: 09425113

ARTICLES OF ASSOCIATION

of

FERROGLOBE PLC

“the Company”

(adopted by a special resolution passed on 26 October 2017)

ARTICLES OF ASSOCIATION
 CONTENTS

Clause Page
1. MODEL ARTICLES NOT TO APPLY
1
2. INTERPRETATION
1
3. LIABILITY OF MEMBERS
5
4. SHARES AND SHARE CAPITAL
5
5. AUTHORITY TO ALLOT SHARES AND DISAPPLICATION OF PRE-EMPTION RIGHTS
8
6. VARIATION OF RIGHTS
9
7. SHARE CERTIFICATES
9
8. LIEN
10
9. CALLS ON SHARES
10
10. FORFEITURE AND SURRENDER
11
11. TRANSFER OF SHARES
12
12. TRANSMISSION OF SHARES
13
13. SHARE WARRANTS
14
14. UNTRACED MEMBERS
14
15. ALTERATION OF CAPITAL
15
16. GENERAL MEETINGS
16
17. NOTICE OF GENERAL MEETINGS
16
18. LIST OF MEMBERS FOR VOTING AT GENERAL MEETINGS
17
19. PROCEEDINGS AT GENERAL MEETINGS
17
20. AMENDMENTS TO RESOLUTIONS
21
21. PROPOSED MEMBER RESOLUTIONS
21
22. VOTES OF MEMBERS
23
23. PROXIES AND CORPORATE REPRESENTATIVES
26
24. NUMBER OF DIRECTORS, CHIEF EXECUTIVE OFFICER
29
25. APPOINTMENT OF DIRECTORS
29
26. NOMINATIONS COMMITTEE
30
27. DIRECTORS’ FEES AND EXPENSES
30
28. DIRECTORS’ GRATUITIES AND BENEFITS
31
29. ALTERNATE DIRECTORS
31
30. POWERS OF THE BOARD
32
31. DELEGATION OF DIRECTORS’ POWERS
32
32. DISQUALIFICATION AND REMOVAL OF DIRECTORS
33
33. EXECUTIVE DIRECTORS
34
34. DIRECTORS’ INTERESTS
35
35. PROCEEDINGS OF DIRECTORS
39
36. MINUTES
40
37. SECRETARY
41
38. THE SEAL
41
39. REGISTERS
41
40. DIVIDENDS
42
41. SCRIP DIVIDENDS
44
42. CAPITALISATION OF PROFITS
46
43. RETURN OF CAPITAL
47
44. CHANGE OF THE COMPANY’S NAME
48
45. RECORD DATES
48
46. ACCOUNTS
48
47. NOTICES AND OTHER COMMUNICATIONS
49
48. DESTRUCTION OF DOCUMENTS
52
49. WINDING UP
53
50. INDEMNITY AND INSURANCE
53
51. DISPUTE RESOLUTION
54
1. MODEL ARTICLES NOT TO APPLY

The regulations in the relevant model articles shall not apply to the Company.

2. INTERPRETATION

2.1 In these Articles (if not inconsistent with the subject or context) the following words shall bear the following
meanings:

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or
more intermediaries, Controls, is Controlled by or is under common Control with such specified
Person. Notwithstanding the foregoing, (i) neither the Company nor any Person Controlled by the Company shall
be deemed to be an “Affiliate” of Grupo VM or of any Affiliate of Grupo VM and (ii) neither Grupo VM nor any
Affiliate thereof shall be deemed to be an “Affiliate” of any other member or any Affiliate thereof by virtue of its
Ordinary Shares;

“Articles” means the articles of association for the time being of the Company;

“Board” means the board of Directors of the Company from time to time;

“certificated share” means share in the capital of the Company which is held in physical certificated form and
references in these Articles to a share being held in certificated form shall be construed accordingly;

“Change of Control” occurs where a Person who Controls any body corporate ceases to do so or if another Person
acquires Control of such body corporate;

“clear days” means, in relation to the period of a notice, that period excluding the day on which a notice is given or
deemed to be given and the day for which it is given or which it is to take effect;

“Companies Act” means the Companies Act 2006 including any modifications or re-enactment of it for the time
being in force;

“Connected Person” means, in relation to any company or other entity, a director, officer or controlling shareholder
of, or partner in, that company or other entity or any member of their immediate family;

“Contract” means, as to any Person, any contract, lease, easement, license, instrument or understanding to which
the applicable Person is a party;

“Control” means, as to any Person, the possession, directly or indirectly or as trustee or executor, of the power to
direct or cause the direction of the management or policies of a Person, whether through the ownership of shares or
other equity securities or as trustee or executor, by Contract or otherwise; the terms “Controlled” and “Controlling”
shall have a correlative meaning;

“Depositary” means any depositary, custodian or nominee approved by the Board that holds legal title to shares in
the capital of the Company for the purposes of facilitating beneficial ownership of such shares by another
individual;

“Director” means a director of the Company from time to time;

“dividend” means dividend or bonus;

1
“electronic address” means any number or address used for the purposes of sending or receiving notices,
documents or information by electronic means;

“Exchange” means the stock exchange on which the Company maintains its primary listing, and in all events will be
the Nasdaq so long as listed thereon;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time, and the
rules and regulations promulgated thereunder;

“Exchange Rules” means the rules of the Exchange applicable to the Company, as amended and supplemented
from time to time;

“executed” means any mode of execution;

“Executive Chairman” has the meaning given in Article 16.4;

“Governmental Authority” shall mean any national, federal, state, county, municipal, local or foreign government,
or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory, taxing or
administrative functions of or pertaining to government, and any arbitrator or arbitral body or panel of competent
jurisdiction;

“Grupo VM” means Grupo Villar Mir, S.A.U., a public limited company ( sociedad anónima) incorporated under
the laws of Spain;

“holder” means, in relation to a share in the capital of the Company, the member whose name is entered in the
register of members as the holder of that share;

“independent” in relation to a Director means that such Director is (a) independent as defined under the Exchange
Rules, and (b) prior to the Sunset Date, independent from Grupo VM and any of its Affiliates;

“Law” means any federal, state, provincial, municipal, local or foreign law, statute, code, ordinance, rule,
regulation, circular, order, judgment, writ, stipulation, award, injunction, decree or arbitration award or finding;

“member” means a member of the Company;

“Nasdaq” means the Nasdaq Stock Market;

“Nasdaq Rules” means the Nasdaq Stock Market Rules or the rules of such other applicable Exchange, as amended
and supplemented from time to time;

“Nominations Committee” has the meaning given in Article 26;

“Office” means the registered office of the Company from time to time;

“officer” includes a Director, manager and the secretary, but shall not include an auditor;

“Ordinary Shares” means the ordinary shares in the capital of the Company from time to time, identified in Article
4.1 and with the rights and being subject to the limitations in these Articles generally;

“paid” means paid or credited as paid;

“Percentage Interest” means, with respect to any member, the percentage of the total outstanding Ordinary Shares
owned by that member;

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“Person” means any individual, corporation, limited company, limited liability company, partnership, association,
trust, unincorporated organization, Governmental Authority, other entity or group (as defined in Section 13(d) of the
Exchange Act) wherever resident or domiciled;

“public announcement” shall mean disclosure in a press release reported by Reuters, the Dow Jones News Service,
Associated Press or a comparable news service or other method of public announcement as the Board may deem
appropriate in the circumstances or in a document publicly filed by the Company with the US Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act;

“register” means the register of members of the Company;

“seal” means the common seal (if any) of the Company and includes an official seal (if any) kept by the Company
by virtue of section 49 or 50 of the Companies Act;

“secretary” means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and
any other person appointed to perform the duties of the secretary of the Company;

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership, joint venture or other legal entity
of which such Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, a
majority of the stock or other equity interests the holders of which are generally entitled to vote for the election of
the board of directors or other governing body of such corporation, partnership, joint venture or other legal entity, or
any Person that would otherwise be deemed a “subsidiary” under Rule 12b-2 promulgated under the Exchange Act;

“Sunset Date” means the first date after the date of adoption of these Articles on which Grupo VM and its Affiliates
in the aggregate beneficially own less than 10% of the issued and outstanding Ordinary Shares;

“tender offer” means a tender offer within the meaning of Section 14(d) of the Exchange Act.

“uncertificated share” means a share in the capital of the Company which is not held in physical certificated form
and references in these Articles to a share being held in uncertificated form shall be construed accordingly;

“undertaking” includes a body corporate, trust or partnership, joint ventures or an unincorporated association
carrying on a trade or business with or without a view to profit (and, in relation to an undertaking which is not a
company, expressions in these Articles appropriate to companies shall be construed as references to the
corresponding persons, officers, documents or organs (as the case may be) appropriate to undertakings of that
description);

“United Kingdom” means Great Britain and Northern Ireland;

“Units” has the meaning given in Article 4.13;

“US Dollars” or “$” means the lawful currency of the United States of America; and

“Voting Shares” means the Ordinary Shares and any other shares which may be issued with the right to attend and
vote at general meetings.

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2.2 Subject to the following paragraph, references to any provision of any enactment or of any subordinate legislation
(as defined by section 2(1) of the Interpretation Act 1978) include any modification or re-enactment of that
provision for the time being in force.

2.3 Words and expressions contained in these Articles which are not defined in Article 2 but are defined in the
Companies Act have the same meaning as in the Companies Act (but excluding any modification of the Companies
Act not in force at the date these Articles took effect) unless inconsistent with the subject or the context.

2.4 In these Articles, unless the context otherwise requires:

(a) words in the singular include the plural, and vice versa;

(b) words importing any gender include all genders;

(c) reference to a document or information being “sent”, “supplied” or “given” to or by a Person means such
document or information, or a copy of such document or information, being sent, supplied, given, delivered,
issued or made available to or by, or served on or by, or deposited with or by that Person by any method
authorised by these Articles, and “sending”, “supplying” and “giving” shall be construed accordingly;

(d) references to documents “being signed” or to “signature” include a reference to it being executed under
hand or under seal or by any other method and, in the case of a communication in electronic form, such
references are to its being authenticated as specified in the Companies Act;

(e) references to “writing” include references to typewriting, printing, lithography, photography and any other
modes of representing or reproducing words in a legible and non-transitory form, whether sent or supplied in
electronic form or made available on a website or otherwise and “written” shall be construed accordingly;

(f) references to “other” and “otherwise” shall not be construed ejusdem generis where a wider construction is
possible;

(g) references to a power are to power of any kind, whether administrative, discretionary or otherwise;

(h ) references to a committee of the Directors are to a committee established in accordance with these Articles,
whether or not comprised wholly of Directors;

(i) any words following the terms “including”, “include”, “in particular” or any similar expression shall be
construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term
preceding those terms;

(j) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them;

( k ) the word “Board” in the context of the exercise of any power contained in these Articles includes any
committee consisting of one or more Directors, any Director, any other officer of the Company and any local
or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power
in question has been delegated;

4
 (l) no power of delegation shall be limited by the existence or, except where expressly provided by the terms
of delegation, the exercise of that or any other power of delegation; and

(m) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the
concurrent exercise of that power by any other Person who is for the time being authorised to exercise it
under these Articles or under another delegation of the power.

2.5 For the purposes of Articles 25.4 and 35.4 a Director shall be regarded as a “nominee” of Grupo VM if, prior to the
date of adoption of these Articles, such Director was a Grupo VM Director who was not required to be independent
within the meaning of the Exchange Rules or, after the date of adoption of these Articles, Grupo VM proposed the
appointment of that Director to the Nominations Committee prior to his or her appointment to the Board in
accordance with the Amended and Restated Shareholders’ Agreement between the Company and Grupo VM dated
26 October 2017.

2.6 The headings are inserted for convenience only and do not affect the construction of these Articles.

3. LIABILITY OF MEMBERS

The liability of each member is limited to the amount, if any, unpaid on the shares held by that member.

4. SHARES AND SHARE CAPITAL

4.1 Subject to Article 5.6, the Company may issue the following shares in the capital of the Company with rights
attaching to them and denominated as follows:

Ordinary Shares, each of which shall be denominated in US Dollars. Each Ordinary Share shall be issued
with one vote attaching to it for voting purposes in respect of all matters on which Voting Shares in the
capital of the Company have voting rights and shall form a single class with the other Voting Shares in the
capital of the Company for such purposes. The holders of Ordinary Shares shall be entitled to receive notice
of, attend and speak at and vote at, general meetings of the Company.

4.2 Notwithstanding Article 4.1, subject to the provisions of the Companies Act, and without prejudice to any rights
attached to any existing shares or class of shares:

(a) any share in the Company may be issued with such preferred, deferred or other special rights, or subject to
such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the Company may
from time to time by ordinary resolution determine (or, in the absence of any such determination, as the
Directors may determine);

(b) the Company may issue nil paid or partly paid shares and the holder of such nil paid or partly paid shares
shall have a right to vote, receive dividends and participate in a return of capital as if the shares were fully
paid, together with such other rights or restrictions as the Board shall determine; and

( c ) shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the
Company or the holder and the Board may determine the terms, conditions and manner of redemption of
shares provided that it does so before the shares are allotted.

5
4.3 The Company may exercise all powers of paying commissions or brokerage conferred or permitted by the
Companies Act. Subject to the provisions of the Companies Act, any such commission may be satisfied by the
payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other and
may be in respect of a conditional or an absolute subscription.

4.4 Except as required by Law or any Contract entered into by the Company, no Person shall be recognised by the
Company as holding any share upon any trust. Except as otherwise provided by these Articles or by Law, the
Company shall not be bound by or recognise (even if having notice of it) any equitable, contingent, future, partial or
other claim or any interest in any share (or in any fractional part of a share) except the holder’s absolute ownership
of the entirety of the share and all the rights attaching to it.

4.5 Without prejudice to any powers which the Company or the Board may have to grant options to acquire, issue,
allot, dispose of, convert, or otherwise deal with or make arrangements in relation to, shares and other securities in
any form:

(a) the Board may permit the holding of shares in any class of shares in uncertificated form; and

( b ) the Company may issue shares in uncertificated form and may convert shares from certificated form to
uncertificated form and vice versa.

4.6 Shares in the capital of the Company that fall within a certain class shall not form a separate class of shares from
other shares in that class because any share in that class is held in uncertificated form.

4.7 Unless the Directors decide otherwise, shares in uncertificated form will be treated as separate holdings from any
certificated shares which that member holds.

4.8 Unless Law or the Exchange Rules otherwise require or the Directors otherwise determine, shares which are issued
or created from or in respect of shares in uncertificated form will be in uncertificated form and shares which are
issued or created from or in respect of certificated shares will be certificated shares.

4.9 The Company shall be entitled to assume that entries on any record of securities kept by it in accordance with Law
and the Exchange Rules and regularly reconciled with the relevant operator of the register of securities are a
complete and are an accurate reproduction of the particulars entered in the operator of the register of securities and
therefore will not be liable in respect of anything done or not done by or on its behalf in reliance on such
assumption; in particular, any provision of these Articles which requires or envisages action to be taken in reliance
on information contained in the register or allows that action to be taken in reliance on information contained in any
relevant record of securities (as so maintained and reconciled).

4.10 Where the Company is entitled under any provision of the Companies Act or these Articles to sell, transfer or
otherwise dispose of, forfeit, re-allot, accept the surrender of, or otherwise enforce a lien over, a share held in
uncertificated form, the Company shall be entitled, subject to the provisions of the Companies Act and these Articles
to:

(a) require the holder of that uncertificated share by notice to change that share into certificated form within the
period specified in the notice and to hold that share in certificated form so long as required by the Company;

(b) appoint any Person to take any other steps, by instruction given through a Depositary or otherwise, in the
name of the holder of that share as may be necessary to effect the

6
 transfer of that share and these steps will be as effective as if they had been taken by the registered holder of
that share; and

(c) take any action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture,
reallotment or surrender of that share, or otherwise to enforce a lien in respect of that share.

4.11 If the Company has any shares in issue in uncertificated form, these Articles apply to those shares, but only so far
as they are consistent with:

(a) holding and transferring shares in uncertificated form; and

(b) any provision of Law and the applicable Exchange Rules,

and, without affecting the general nature of this Article, if and to the extent that any provision of these Articles is
inconsistent with the holding of, transfer of title to, or maintenance of shares in uncertificated form, it shall not apply
to any share class which is in uncertificated form.

4.12 Prior to the Sunset Date, in any tender offer for Ordinary Shares, (a) the holders of Ordinary Shares shall be offered
the same type and amount of consideration per share in such tender offer and (b) such tender offer shall be subject
to a non-waivable condition that such tender offer be accepted by holders of a majority of the Ordinary Shares not
held by Grupo VM or any Affiliate of Grupo VM; provided, however, that if the holders of Ordinary Shares are
offered the right to elect to receive one of two or more alternative forms of consideration, the foregoing provision
shall be deemed satisfied if all holders are offered the same election rights. This Article 4.12 may only be removed,
amended or varied by resolution of members representing a majority of the Ordinary Shares present at a meeting of
the Company, excluding Ordinary Shares held by Grupo VM or any Affiliate of Grupo VM.

4.13 Prior to the Sunset Date, in any scheme of arrangement, merger, consolidation, reorganization, business
combination or other transaction negotiated with the Company that results in a Change of Control of the Company
(other than any tender offer), the same type and amount of consideration per share shall be received by the holders
of Ordinary Shares in such scheme of arrangement, merger, consolidation, reorganization, business combination or
other transaction that results in a Change of Control of the Company; provided, however, that (a) if the holders of
Ordinary Shares are granted the right to elect to receive one of two or more alternative forms of consideration, the
foregoing provision shall be deemed satisfied if all holders are granted identical election rights and (b) this
requirement shall not apply with respect to any Ordinary Shares held by the counterparty to, or acquiror of the
Company under, such scheme of arrangement, merger, consolidation, reorganization, business combination or other
transaction or any of such counterparty’s or acquiror’s Affiliates. This Article 4.13 may only be removed, amended
or varied by resolution of members representing a majority of the Ordinary Shares present at a meeting of the
Company, excluding Ordinary Shares held by Grupo VM or any Affiliate of Grupo VM.

4.14 Any consideration to be offered to or received by holders of Ordinary Shares pursuant to any employment,
consulting, severance or other similar compensation arrangement approved by the Board, or any duly authorized
committee thereof, shall not be considered to be consideration offered or received per share for purposes of the
Article 4.15 or 4.16, regardless of whether such consideration is paid in connection with, or conditioned upon the
completion of, such tender offer, scheme of arrangement, merger, consolidation, reorganization, business
combination or other transaction that results in a Change of Control of the Company.

7
5. AUTHORITY TO ALLOT SHARES AND DISAPPLICATION OF PRE-EMPTION RIGHTS

5.1 Subject to these Articles and any agreement entered into with a member in writing, in addition to any similar
authority which has not been fully utilised, the Board shall be generally and unconditionally authorised pursuant to
section 551 of the Companies Act to:

(a) exercise all of the powers of the Company to allot shares in the Company, and to grant rights to subscribe
for or to convert any security into shares in the Company up to a maximum aggregate amount representing
50 per cent. of the number of shares in the capital of the Company as at the date of the adoption of these
Articles for a period expiring (unless previously renewed, varied or revoked by the Company in general
meeting) on the date which is five years from the date of the adoption of these Articles by the Company; and

(b ) make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or
convert any security into shares to be granted, after expiry of the authority described in this Article 5.1 and
the Board may allot shares and grant rights in pursuance of that offer or agreement as if this authority had
not expired.

5.2 Subject to these Articles, and any agreement entered into with a member in writing, the Board shall be generally
empowered pursuant to section 570 of the Companies Act and section 573 of the Companies Act to allot equity
securities (as defined in the Companies Act) for cash, pursuant to the authority conferred by Article 5 of these
Articles as if section 561(1) of the Companies Act did not apply to the allotment.

5.3 Subject to the provisions of the Companies Act relating to the authority to allot shares and the disapplication of pre-
emption rights or otherwise and of any resolution of the Company in general meeting passed pursuant to those
provisions, and, in the case of redeemable shares, the provisions of Article 5.4:

(a) all shares for the time being in the capital of the Company shall be at the disposal of the Board; and

(b) the Board may reclassify, allot (with or without conferring a right of renunciation), grant options over, or
otherwise dispose of them to such Persons on such terms and conditions and at such times as it thinks fit.

5.4 Subject to the provisions of the Companies Act, and without prejudice to any rights attached to existing shares, any
share may be issued which is to be redeemed, or is liable to be redeemed at the option of the Company or the
holder. The Board may determine the terms, conditions and manner of redemption of any redeemable share so
issued provided that it does so before the share is allotted, and these terms and conditions will apply to the relevant
shares as if they were set out in these Articles.

5.5 The terms and conditions of any issued shares in the Company which are:

(a) to be redeemed, or are liable to be redeemed at the option of the Company or the holder; and

(b) were issued prior to the adoption of these Articles,

will apply to the relevant shares as if they were set out in these Articles provided that such shares were issued in
accordance with the articles of the Company at the time and applicable Law.

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6. VARIATION OF RIGHTS

6.1 Subject to these Articles and the provisions of the Companies Act, if at any time the capital of the Company is
divided into different classes of shares, all or any of the rights attached to any existing class may from time to time
be varied or abrogated, either while the Company is a going concern or during or in contemplation of a winding up:

(a) in such manner (if any) as may be provided by those rights; or

(b) subject to Article 6.4 and 6.5, with the written consent of the holders of three-quarters in nominal value of
the issued shares of that class (excluding any shares of that class held as treasury shares), which consent
shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by
or on behalf of the Company for that purpose, or in default of such specification to the Office, and may
consist of several documents, each executed or authenticated in such manner as the Board may approve by
or on behalf of one or more holders, or a combination of both,

but not otherwise.

6.2 Subject to the provisions of the Companies Act, all the Articles relating to general meetings will apply to any such
class meeting, with any necessary changes.

6.3 For the purposes of Article 6.1, if at any time the capital of the Company is divided into different classes of shares,
unless otherwise expressly provided by the rights attached to any share or class of shares, those rights shall be
deemed not to be varied or abrogated by:

(a) the issue of further shares ranking pari passu with, or subsequent to, that share or class of shares;

(b) the purchase or redemption by the Company of any of its own shares; and

(c) the exercise by the Board of any of the powers contemplated by Articles 40.6, 40.7 and 41.1.

7. SHARE CERTIFICATES

7.1 On becoming the holder of any share other than a share in uncertificated form, every Person (except if applicable
Law allows the Company not to issue share certificates) shall be entitled, without payment, to have issued to him
within two months after allotment or lodgement of a transfer (unless the terms of issue of the shares provide
otherwise) one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of
shares of any class, to a certificate for the balance of that holding). A holder may elect to receive one or more
additional certificates for any of his shares upon payment for every certificate after the first of such reasonable sum
as the Directors may determine from time to time.

7.2 Every certificate shall:

(a) be issued under the seal, or under such other form of authentication as the Board may approve (which may
include manual or facsimile signatures by one or more Directors); and

(b ) shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the
amount or respective amounts paid up on the shares.

7.3 The Company shall not be bound to issue more than one certificate for shares held jointly by more than one Person
and delivery of a certificate to one joint holder shall be sufficient

9
 delivery to all of them, and seniority shall be determined in the manner described in Article 22.3. Shares of different
classes may not be included in the same certificate.

7.4 If a share certificate is damaged, defaced or worn out or said to be lost, stolen or destroyed, it may be renewed on
such terms (if any) as to evidence and indemnity and payment of any exceptional out-of-pocket expenses incurred
by the Company in investigating evidence and preparing the requisite form of indemnity as the Directors may
determine but otherwise free of charge, and (in the case of damage, defacement or wearing out) on delivery up of
the old certificate to the Company.

8. LIEN

8.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts
payable to the Company (whether presently or not) in respect of that share. The Board may at any time (generally or
in a particular case) waive any lien or declare any share to be wholly or in part exempt from the provisions of
Articles 8.1 to 8.4 inclusive. The Company’s lien on a share shall extend to all amounts (including without limitation
dividends) payable in respect of it.

8.2 The Company may sell, in such manner as the Board determines, any share on which the Company has a lien if an
amount in respect of which the lien exists is presently payable and is not paid within 14 clear days after notice has
been sent to the holder of the share, or to the Person entitled to it in consequence of the death or bankruptcy of the
holder or otherwise by operation of Law, stating the amount of money due, demanding payment and stating that if
the notice is not complied with the shares may be sold.

8.3 To give effect to the sale the Board may, in the case of a share in certificated form, authorise any Person to execute
an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. In the case of a
share in uncertificated form, the Board may, to enable the Company to deal with the share in accordance with the
provisions of this Article 8.3, exercise any of the powers of the Company under Article 4.10 to effect the sale of the
share. The title of the transferee to the share shall not be affected by any irregularity in or invalidity of the
proceedings in reference to the sale and the transferee shall not be bound to see to the application of the purchase
money.

8.4 The net proceeds of the sale, after payment of the costs, shall be applied in or towards payment or satisfaction of so
much of the amount for which the lien exists as is presently payable, and any residue shall (upon surrender to the
Company for cancellation of the certificate for the share sold, in the case of a share in certificated form, and,
whether the share sold is in certificated form or uncertificated form, subject to a like lien for any amount not
presently payable as existed upon the share before the sale) be paid to the Person entitled to the share at the date of
the sale.

9. CALLS ON SHARES

9.1 Subject to the terms of allotment, the Board may from time to time make calls upon the members in respect of any
amounts unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to
receiving at least 14 clear days’ notice specifying when and where payment is to be made) pay to the Company as
required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may,
before receipt by the Company of an amount due under it, be revoked in whole or in part and payment of a call may
be postponed in whole or part. A Person upon whom a call is made shall remain liable for calls made upon him
notwithstanding the subsequent transfer of the shares in respect of which the call was made.

10
9.2 A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was
passed.

9.3 The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.

9.4 If a call or an instalment of a call remains unpaid in whole or in part after it has become due and payable the Person
from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid
at the rate fixed by the terms of allotment of the shares in question or in the notice of the call or, if no rate is fixed,
the rate determined by the Board, not exceeding 15 per cent. per annum, or, if higher, at the appropriate rate (as
defined by the Companies Act), but the Board may in respect of any individual member waive payment of interest
wholly or in part.

9.5 An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or
premium or as an instalment of a call, shall be deemed to be a call duly made and notified and payable on the date
so fixed or in accordance with the terms of the allotment. If it is not paid these Articles shall apply as if that sum had
become due and payable by virtue of a call duly made and notified.

9.6 Subject to the terms of allotment, the Directors may on the issue of shares differentiate between the allottees or
holders in the amounts and times of payment of calls on their shares.

9.7 The Board may, if it thinks fit, receive from any member willing to advance it all or any part of the amount unpaid
on any shares held by him (beyond the sums actually called up) as a payment in advance of calls, and such payment
shall, to the extent of it, extinguish the liability on the shares in respect of which it is advanced. The Company may
pay on all or any of the amount so advanced (until it would, but for such advance, become presently payable)
interest on the amount so received, or so much of it as exceeds the sums called up on the shares in respect of which
it has been received, at such rate (if any) as the member and the Board agree not exceeding 15 per cent. per annum
or, if higher, the appropriate rate (as defined in the Companies Act).

10. FORFEITURE AND SURRENDER

10.1 If a call or an instalment of a call remains unpaid, in whole or in part, after it has become due and payable, the
Board may give to the Person from whom it is due not less than 14 clear days’ notice requiring payment of the
amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by
the Company by reason of such non-payment. The notice shall name the place where payment is to be made and
shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be
forfeited.

10.2 If the notice is not complied with, any share in respect of which it was given may, at any time before the payment
required by the notice has been made, be forfeited by a resolution of the Board. The forfeiture shall include all
dividends and other amounts payable in respect of the forfeited shares and which have not been paid before the
forfeiture. When a share has been forfeited, notice of the forfeiture shall be sent to the Person who was the holder of
the share before the forfeiture. An entry shall be made promptly in the register opposite the entry of the share
showing that notice has been sent, that the share has been forfeited and the date of forfeiture. No forfeiture shall be
invalidated by the omission or neglect to send that notice or to make those entries.

10.3 Subject to the provisions of the Companies Act, a forfeited share shall be deemed to belong to the Company and
may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determines either
to the Person who was before the forfeiture the holder or to any other Person. At any time before sale, re-allotment
or other disposition, the

11
 forfeiture may be cancelled on such terms as the Board determines. Where for the purposes of its disposal a forfeited
share is to be transferred to any Person, the Board may, in the case of a share in certificated form, authorise someone
to execute an instrument of transfer and, in the case of a share in uncertificated form, the Board may exercise any of
the powers of the Company under Article 12. The Company may receive the consideration given for the share on its
disposal and register the transferee as the holder of the share.

10.4 A Person shall cease to be a member in respect of any share which has been forfeited or surrendered and shall, if
the share is held in certificated form, surrender to the Company for cancellation the certificate for the share forfeited
but shall remain liable to the Company for all amounts which at the date of forfeiture were presently payable by him
to the Company in respect of that share plus interest at the rate at which interest was payable on those amounts
before the forfeiture or, if no interest was so payable, at the rate determined by the Board, not exceeding 15 per cent.
per annum or, if higher, the appropriate rate (as defined in the Companies Act) from the date of forfeiture until
payment. The Board may waive payment wholly or in part or enforce payment without any allowance for the value
of the share at the time of forfeiture or for any consideration received on its disposal.

10.5 The Board may accept the surrender of any share which it is in a position to forfeit upon such terms and conditions
as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it had been
forfeited.

10.6 The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and
demands against the Company in respect of the share and all other rights and liabilities incidental to the share as
between the Person whose share is forfeited and the Company, except only such of those rights and liabilities as are
by these Articles expressly saved, or are by the Companies Act given or imposed in the case of past members.

10.7 A statutory declaration by a Director or the secretary that a share has been duly forfeited on a specified date shall be
conclusive evidence of the facts stated in it as against all Persons claiming to be entitled to the share. The declaration
shall (subject to the execution of an instrument of transfer if necessary, in the case of a share in certificated form)
constitute a good title to the share. The Person to whom the share is disposed of shall not be bound to see to the
application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity
of the proceedings relating to the forfeiture or disposal of the share.

11. TRANSFER OF SHARES

11.1 Without prejudice to any power of the Company to register as member a Person to whom the right to any share has
been transmitted by operation of Law, the instrument of transfer of a share in certificated form may be in any usual
form or in any other form which the Board may approve. An instrument of transfer shall be executed by or on
behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee. An instrument of
transfer need not be under seal.

11.2 The Board may, in its absolute discretion, refuse to register the transfer of a share in certificated form if it is not
fully paid provided that the refusal does not prevent dealings in shares in the Company from taking place on an
open and proper basis.

11.3 The Board may, in its absolute discretion, also refuse to register the transfer of a share:

(a) unless the instrument of transfer:

(i) is lodged, duly stamped, at the Office or such other place as the Board has appointed, accompanied
by the certificate for the share to which it relates, or

12
 such other evidence as the Directors may reasonably require to show the transferor’s right to make
the transfer, or evidence of the right of someone other than the transferor to make the transfer on the
transferor’s behalf;

(ii) is in respect of only one class of shares; or

(iii) is in favour of not more than four transferees;

(b) with respect to a share on which the Company has a lien and a sum in respect of which the lien exists is
presently payable and is not paid within 14 clear days after notice has been sent to the holder of the share in
accordance with Article 8.2; or

(c) in uncertificated form:

(i) in circumstances set out in the Exchange Rules or in accordance with applicable Law; or

(ii) unless the instrument of transfer is in favour of not more than four transferees.

11.4 If the Board refuses to register a transfer of a share, it shall as soon as practicable and in any event within two
months after the date on which the instrument of transfer was lodged with the Company (in the case of a transfer of
a share in certificated form) send to the transferee notice of the refusal together with reasons for the refusal. The
Board shall send to the transferee such further information about the reasons for the refusal as the transferee may
reasonably request.

11.5 No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to
or affecting the title to any share.

11.6 The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of
transfer which the Board refuses to register shall (except in the case of fraud) be returned to the Person lodging it
when notice of the refusal is sent.

11.7 Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment of any share by
the allottee in favour of some other Person.

11.8 For the avoidance of doubt, nothing in these Articles shall require shares to be transferred by a written instrument if
the Law or Exchange Rules provides otherwise and the Directors shall be empowered to implement such
arrangements as they consider fit in accordance with and subject to the Law and the Exchange Rules to evidence
and regulate the transfer of title to shares in the Company and for the approval or disapproval as the case may be by
the Board or the operator of a Depositary of the registration of those transfers.

12. TRANSMISSION OF SHARES

12.1 If a member dies, the survivor or survivors where he was a joint holder, or his personal representatives where he
was a sole holder or the only survivor of joint holders, shall be the only Persons recognised by the Company as
having any title to his interest, but nothing in this Article 12.1 shall release the estate of a deceased member from
any liability in respect of any share which had been solely or jointly held by him.

12.2 A Person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by
operation of Law may, upon such evidence being produced as the Board may properly require, elect either to
become the holder of the share or to have some Person nominated by him registered as the transferee. If he elects to
become the holder he shall give notice to the Company to that effect. If he elects to have another Person registered,
and the

13
 share is a certificated share, he shall execute an instrument of transfer of the share to that Person. If he elects to have
himself or another Person registered and the share is an uncertificated share, he shall take any action the Board may
require and/or as required in accordance with the Exchange Rules (including without limitation the execution of any
document) to enable himself or that Person to be registered as the holder of the share. All the provisions of these
Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument
of transfer signed by the member and the death or bankruptcy of the member or other event giving rise to the
transmission had not occurred.

12.3 The Board may at any time send a notice requiring any such Person referred to in Article 12.2 to elect either to be
registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may after the
expiry of that period withhold payment of all dividends or other amounts payable in respect of the share until the
requirements of the notice have been complied with.

12.4 A Person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation
of Law shall, upon such evidence being produced as the Board may reasonably require as to his entitlement and
subject otherwise to Article 12.2, have the same rights in relation to the share to which he would be entitled if he
were the holder of the share, and may give a discharge for all dividends and other moneys payable in respect of the
share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to receive
notice of, or to attend or vote at, any general meeting or at any separate meeting of the holders of any class of shares
in the capital of the Company.

13. SHARE WARRANTS

13.1 In accordance with Law, the Company shall not issue share warrants to bearer.

14. UNTRACED MEMBERS

14.1 The Company shall be entitled to sell any share held by a member, or any share to which a Person is entitled by
transmission, if:

( a ) during the period of 12 years before the date of the publication of the advertisements referred to in
paragraph (b) of this Article 14 (or, if published on different dates, the first date) (the relevant period) at least
three dividends in respect of the share have been declared and all dividend warrants, cheques or other
method of payment for amounts payable in respect of the share which have been sent and were payable in a
manner authorised by these Articles have remained uncashed;

( b ) the Company has, as soon as practicable after the expiration of the relevant period, inserted an
advertisement in a leading national daily newspaper published in the United Kingdom and in a newspaper
circulating in the area of the registered address or last known address of the member or Person concerned,
giving notice of its intention to sell such share; and

(c) during the relevant period and the further period of three months after the publication of the advertisements
referred to in paragraph (b) of this Article 14 (or, if published on different dates, the first date) the Company
has received no communication from, or on behalf of, such member or Person concerned.

14.2 The Company shall also be entitled to sell any additional share issued during the relevant period of 12 years in right
of any share to which Article 14.1 applies (or in right of any share so issued), if the criteria in Article 14.1 are
satisfied in relation to the additional share (but as if the words “during the period of 12 years” were omitted from
paragraph (a) of Article 14.1

14
 and the words “, after the expiration of the relevant period,” were omitted from paragraph (b) of Article 14.1).

14.3 To give effect to the sale of any share pursuant to Articles 14.1 to 14.4 inclusive the Company may:

(a) in the case of a share in certificated form, appoint any Person to execute an instrument of transfer of the
share, and the instrument shall be as effective as if it had been executed by the registered holder of, or
Person entitled by transmission to, the share; and

(b) in the case of a share in uncertificated form, the Directors may, to enable the Company to deal with the
share in accordance with the provisions of Articles 14.1 to 14.4 inclusive, do all acts and things it considers
necessary and expedient to effect the transfer of the share to, or in accordance with the directions of, the
purchaser.

14.4 An instrument of transfer executed by that Person in accordance with paragraph (a) of Article 14.3 shall be as
effective as if it had been executed by the holder of, or Person entitled by transmission to, the shares. An exercise by
the Company of its powers in accordance with paragraph (b) of Article 14.3 shall be as effective as if exercised by
the registered holder of or Person entitled by transmission to the shares. The purchaser shall not be bound to see to
the application of the proceeds of sale, nor shall his title to the share be affected by any irregularity in or invalidity
of the proceedings relating to the sale. The net proceeds of sale shall belong to the Company which shall be
indebted to the member or other Person entitled to the share for an amount equal to the net proceeds of the sale and
the Company shall enter the name of such former member or other Person in the books of the Company as a creditor
for that amount. No trust or duty to account shall arise in respect of the net proceeds and no interest shall be payable
in respect of the proceeds of sale, which may be employed in the business of the Company or invested in such
investments as the Board may think fit.

15. ALTERATION OF CAPITAL

15.1 Subject to the Companies Act and the provisions of these Articles, and without prejudice to any relevant special
rights attached to any class of shares, the Company may from time to time:

(a) increase its share capital by allotting new shares;

(b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(c) sub-divide its shares, or any of them, into shares of smaller amount than its existing shares;

(d) redeem and/ or cancel any of its shares;

(e) redenominate its share capital or any class of share capital; and

(f) determine that, as between the shares resulting from such a sub-division, any of them may have any
preference or advantage or different rights as compared with the others,

and where any difficulty arises in regard to any consolidation or division, the Directors may settle such difficulty as
they see fit.

15.2 Whenever any fractions arise as a result of a consolidation or sub-division of shares, the Board may on behalf of
the members deal with the fractions as it thinks fit. In particular,

15
 without limitation, the Board may sell shares, representing fractions to which any members would otherwise become
entitled, to any Person (including, subject to the provisions of the Companies Act, the Company) and distribute the
net proceeds of sale in due proportion among those members or retain such net proceeds for the benefit of the
Company. In the case of shares to be sold being held in certificated form, the Board may authorise some Person to
execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. In the case
of shares to be sold in uncertificated form, the Board may, to enable the Company to deal with the share in
accordance with the provisions of this Article 15.2, do all acts and things it considers necessary or expedient to
effect the transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be
bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity
in or invalidity of the proceedings in reference to the sale.

15.3 All shares created by an increase of the Company’s share capital (unless otherwise provided by the terms of
allotment of the shares of that class), by consolidation, division or sub-division of its share capital or the conversion
of stock into paid-up shares shall be subject to all the provisions of these Articles, including without limitation
provisions relating to the payment of calls, lien, forfeiture, transfer and transmission.

15.4 The Company shall not consolidate, divide, sub-divide or redenominate any one or more Ordinary Shares without
consolidating, dividing, sub-dividing or redenominating (as the case may be) all of the Ordinary Shares, on an equal
per share basis.

16. GENERAL MEETINGS

16.1 The Board shall convene and the Company shall hold general meetings as annual general meetings in accordance
with the Companies Act.

16.2 All provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply to every
separate general meeting of the holders of any class of shares in the capital of the Company.

16.3 Where a Person is present by proxy or proxies, he is treated only as holding the shares in respect of which those
proxies are authorised to exercise voting rights with respect to any matter proposed at the meeting.

16.4 The Board may call general meetings whenever and at such times and places as it shall determine. Subject to the
provisions of the Companies Act, the executive chairman of the Company (the “Executive Chairman”) may also
call general meetings on behalf of the Board. On requisition of members pursuant to the provisions of the
Companies Act, the Board shall promptly convene a general meeting in accordance with the requirements of the
Companies Act.

17. NOTICE OF GENERAL MEETINGS

17.1 Subject to the provisions of the Companies Act, an annual general meeting and all other general meetings shall be
called by at least such minimum period of notice as is prescribed or permitted under the Companies Act.

17.2 Subject to the provisions of the Companies Act and any relevant special rights or restrictions attached to any shares,
notices shall be given to every member as of the record date for such meeting and to the Directors. The auditors of
the Company are entitled to receive all notices of, and other communications relating to, any general meeting which
any member is entitled to receive. The Company shall solicit proxies and provide proxy statements for all meetings
of members.

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17.3 Subject to the provisions of the Companies Act, the notice shall specify the place (including without limitation any
satellite meeting place arranged for the purposes of Article 19.8, which shall be identified as such in the notice), the
date and the time of meeting and the general nature of the business to be transacted, and in the case of an annual
general meeting shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice
shall specify the intention to propose the resolution as a special resolution.

17.4 Where the Company has given an electronic address in any notice of meeting, any document or information
relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or
limitations specified in the relevant notice of meeting.

17.5 The accidental omission to send notice of a meeting or resolution, or to send any notification where required by the
Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form
of proxy where required by the Companies Act or these Articles, to any Person entitled to receive it, or the non-
receipt for any reason of any such notice, resolution or notification or form of proxy by that Person, whether or not
the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at that meeting.

18. LIST OF MEMBERS FOR VOTING AT GENERAL MEETINGS

18.1 At least ten days before every general meeting, the secretary shall prepare a complete list of the members entitled to
vote at the meeting. Such list shall:

(a) be arranged in alphabetical order;

(b) show the address of each member entitled to vote at the meeting; and

(c) show the number of shares registered in the name of each member.

18.2 The list of members prepared in accordance with Article 18.1 shall be available during ordinary business hours for
a period of at least ten days before the general meeting for inspection by any member for any purpose relevant to
the meeting. If the notice of the meeting does not specify the place where the members may inspect the list of
members, the list of members shall be available for inspection (at the discretion of the Board) at either the Office or
on a website. The list of members shall be available for inspection by any member who is present at the meeting, at
the place and for the duration, of the meeting.

19. PROCEEDINGS AT GENERAL MEETINGS

19.1 No business shall be transacted at a meeting unless a quorum is present. The absence of a quorum shall not
preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting.
Except as otherwise provided by these Articles, a quorum is the members who together represent at least the
majority of the voting rights of all the members entitled to vote, present in person or by proxy, at the relevant
meeting.

19.2 If a quorum is not present within half an hour after the time appointed for holding the meeting (or any longer period
not exceeding one hour which the chairman of the meeting can decide), or if during a meeting a quorum ceases to
be present, the meeting, if convened on the requisition of members, shall be dissolved, and in any other case shall
stand adjourned to such date, time and place as the chairman of the meeting may, subject to the provisions of the
Companies Act, determine. If at the adjourned meeting a quorum is not present within 15 minutes after the time
appointed for holding the meeting, the meeting shall be dissolved.

19.3 The chairman (if any) of the Board, or in his absence the deputy chairman of the Board, shall preside as chairman
of the meeting. In the absence of the chairman of the Board or the deputy

17
 chairman of the Board, some other Director nominated prior to the meeting by the Board shall preside as chairman
of the meeting. If none of the chairman, deputy chairman or such other Director (if any) is present within 15 minutes
after the time appointed for holding the meeting or is not willing to act as chairman, the Directors present shall elect
one of their number present and willing to act to be chairman of the meeting, and if there is only one Director
present, he shall be chairman of the meeting if he agrees. This Article 19.3 is subject to Article 19.4

19.4 If no Director is willing to act as chairman or if no Director is present within 15 minutes after the time appointed for
holding the meeting, the members present in person or by proxy and entitled to vote shall choose a member present
in person or a proxy of a member or a person authorised to act as a representative of a corporation in relation to the
meeting to be chairman of the meeting.

19.5 The Board or the chairman of the meeting may direct that any person wishing to attend any general meeting should
submit to such searches or other security arrangements (including without limitation, requiring evidence of identity
to be produced before entering the meeting and placing restrictions on the items of personal property which may be
taken into the meeting) as they or he consider appropriate under the circumstances. The Directors or the chairman of
the meeting may in their or his absolute discretion refuse entry to, or eject from, any general meeting any person
who refuses to submit to a search or otherwise comply with such security arrangements.

19.6 The Board or the chairman of the meeting may take such action, give such direction or put in place such
arrangements as they or he consider appropriate to secure the safety of the people attending the meeting and to
promote the orderly conduct of the business of the meeting. Any decision of the chairman of the meeting on matters
of procedure or matters arising incidentally from the business of the meeting, and any determination by the
chairman of the meeting as to whether a matter is of such a nature, shall be final.

19.7 Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of
shares, whether or not they are members. The chairman of the meeting may permit other Persons who are not
members of the Company or otherwise entitled to exercise the rights of members in relation to general meetings to
attend and, at the chairman of the meeting’s discretion, speak at a general meeting or at any separate class meeting.

19.8 In the case of any general meeting, the Board may, notwithstanding the specification in the notice convening the
general meeting of the place at which the chairman of the meeting shall preside (the “principal place”), make
arrangements for simultaneous attendance and participation at satellite meeting places, or by way of any other
electronic means, allowing persons not present together at the same place to attend, speak and vote at the meeting.
The arrangements for simultaneous attendance and participation at satellite meeting places, or other places at which
persons are participating via electronic means may include arrangements for controlling or regulating the level of
attendance at any particular venue provided that such arrangements shall operate so that all members and proxies
wishing to attend the meeting are able to attend at one or other of the venues. The members or proxies at the satellite
meeting places, or other places at which persons are participating via electronic means, shall be counted in the
quorum for, and be entitled to vote at, the general meeting in question, and that meeting shall be duly constituted
and its proceedings valid if the chairman of the meeting is satisfied that adequate facilities are available throughout
the meeting to ensure that the members or proxies attending at the satellite meeting places, or other places at which
persons are participating via electronic means, are able to:

(a) participate in the business for which the meeting has been convened;

18
 (b) see and hear all persons who speak (whether through the use of microphones, loud speakers, audio-visual
communication equipment or otherwise) in the principal place and any other such place; and

(c) be heard and seen by all other persons so present in the same way.

19.9 The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the
principal place. If it appears to the chairman of the meeting that the facilities at the principal place or any satellite
meeting place, have become inadequate for the purposes set out in Article 19.8, then the chairman of the meeting
may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at the
general meeting up to the point of the adjournment shall be valid. The provisions of Article 19.14 shall apply to that
adjournment.

19.10 The Board may make arrangements for persons entitled to attend a general meeting or an adjourned general
meeting to be able to view and hear the proceedings of the general meeting or adjourned general meeting and to
speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or
otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. Those attending at any
such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be
entitled to vote at the meeting at or from that venue. The inability for any reason of any member present in person or
by proxy at such a venue to view or hear all or any of the proceedings of the meeting or to speak at the meeting
shall not in any way affect the validity of the proceedings of the meeting.

19.11 The Board may from time to time make any arrangements for controlling the level of attendance at any venue for
which arrangements have been made pursuant to Article 19.8 (including without limitation the issue of tickets or the
imposition of some other means of selection) it in its absolute discretion considers appropriate, and may from time to
time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or
by proxy at a particular venue, he shall be entitled to attend in person or by proxy at any other venue for which
arrangements have been made pursuant to Article 19.10. The entitlement of any member to be present at such venue
in person or by proxy shall be subject to any arrangement then in force and stated by the notice of meeting or
adjourned meeting to apply to the meeting.

19.12 If, after the sending of the notice of a general meeting but before the meeting is held, or after the adjournment of a
general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is
required), the Board decides that it is impracticable or unreasonable, for a reason beyond its control, to hold the
meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 19.8 applies)
and/or time, it may change the place (or any of the declared places, in the case of a meeting to which Article 19.7
applies) and/or postpone the time at which the meeting is to be held. If such a decision is made, the Board may then
change the place (or any of the declared places, in the case of a meeting to which Article 19.8 applies) and/or
postpone the time again if it decides that it is reasonable to do so. In either case:

(a) no new notice of the meeting need be sent, but the Board shall, if practicable, advertise the date, time and
place of the meeting by public announcement and in two newspapers with national circulation in the United
Kingdom and shall make arrangements for notices of the change of place and/or postponement to appear at
the original place and/or at the original time; and

(b ) a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be
delivered to the Office or such other place within the United Kingdom as may be specified by or on behalf of
the Company in accordance with

19
 paragraph (a) of Article 23.6 or, if in electronic form, be received at the address (if any) specified by or on
behalf of the Company in accordance with paragraph (b) of Article 23.6.

19.13 For the purposes of Articles 19.8, 19.9, 19.10, 19.11 and 19.12, the right of a member to participate in the business
of any general meeting shall include, without limitation, the right to speak, vote on a poll, be represented by a proxy
and have access to all documents which are required by the Companies Act or these Articles to be made available at
the meeting.

19.14 Without prejudice to any other power of adjournment he may have under these Articles or at common law:

(a) the chairman of the meeting may, with the consent of a meeting at which a quorum is present (and shall if
so directed by the meeting), adjourn the meeting from time to time and from place to place; and

(b ) the chairman of the meeting may, without the consent of the meeting, adjourn the meeting before or after it
has commenced, to another date, time or place which the chairman of the meeting may decide, if the
chairman of the meeting considers that:

(i) there is not enough room for the number of members and proxies who wish to attend the meeting;

(ii) the behaviour of anyone present prevents, or is likely to prevent, the orderly conduct of the business
of the meeting;

(iii) an adjournment is necessary to protect the safety of any person attending the meeting; or

(iv) an adjournment is otherwise necessary in order for the business of the meeting to be properly carried
out.

19.15 An adjournment may, subject to the provisions of the Companies Act and these Articles, be for such time and to
such other place (or, in the case of a meeting held at a principal place and a satellite meeting place, such other
places) as the chairman may, in his absolute discretion determine, notwithstanding that by reason of such
adjournment some members may be unable to be present at the adjourned meeting. Any such member may
nevertheless appoint a proxy for the adjourned meeting either in accordance with Articles 23.2, 23.3 and 23.6 or by
means of a document in hard copy form which, if delivered at the meeting which is adjourned to the chairman or the
secretary or any Director, shall be valid even though it is given at less notice than would otherwise be required by
paragraph (a) of Article 23.6. Subject to the provisions of the Companies Act, it shall not be necessary to give notice
of an adjourned meeting, except that when a meeting is adjourned for 30 days or more, or for an indefinite period, at
least seven clear days’ notice shall be given specifying the time and place (or places, in the case of a meeting to
which Article 19.8 applies) of the adjourned meeting and the general nature of the business to be transacted. No
business shall be transacted at an adjourned meeting other than business which might properly have been transacted
at the meeting had the adjournment not taken place. Members who together represent at least the majority of the
voting rights of all the members entitled to vote, present in person or by proxy, at the relevant meeting will
constitute a quorum at an adjourned meeting.

19.16 Any resolution put to a vote at a general meeting shall be decided on a poll. This Article 19.16 may only be
removed, amended or varied by resolution of the members passed unanimously at a general meeting of the
Company.

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19.17 Subject to Article 19.18, a poll shall be taken as the chairman directs and he may, and shall if required by the
meeting, appoint scrutineers (who need not be members) and fix a time and a place for declaring the result of the
poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

19.18 A poll on the election of a chairman or on a question of adjournment shall be taken immediately. A poll on any
other question shall be taken at the meeting or, the chairman may, with the consent of the meeting, determine that
the poll shall be taken at such time and place as the chairman directs not being more than 30 days after the meeting.

20. AMENDMENTS TO RESOLUTIONS

20.1 A special resolution to be proposed at a general meeting may be amended by ordinary resolution if:

(a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be
proposed; and

(b) the amendment does not go beyond what is necessary to correct a clear error in the resolution.

20.2 An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:

(a) written notice of the terms of the proposed amendment and of the intention to move the amendment have
been delivered in hard copy to the Company at the Office or to such other place as may be specified by or
on behalf of the Company for that purpose, or received in electronic form at such address (if any) for the
time being specified by or on behalf of the Company for that purpose, at least 48 hours before the time for
holding the meeting or the adjourned meeting at which the ordinary resolution in question is proposed
(which, if the Board so specifies, shall be calculated taking no account of any part of a day that is not a
working day) and the proposed amendment does not, in the reasonable opinion of the chairman of the
meeting, materially alter the substance of the resolution; or

( b ) the chairman of the meeting, in his absolute discretion, decides that the proposed amendment may be
considered or voted on.

20.3 With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is
voted on. If an amendment proposed to any resolution under consideration is ruled out of order by the chairman of
the meeting, the proceedings on the resolution shall not be invalidated by any error in the ruling.

21. PROPOSED MEMBER RESOLUTIONS

21.1 Where a member or members, in accordance with the provisions of the Companies Act, request the Company to (i)
call a general meeting for the purposes of bringing a resolution before the meeting, or (ii) give notice of a resolution
to be proposed at a general meeting, such request must, in each case and in addition to the requirements of the
Companies Act, contain the following (and, to the extent that the request relates to the nomination of a Director, the
content requirements of paragraph (b) of Article 25.1 also apply):

(a) to the extent that the request relates to the nomination of a Director, as to each person whom the member(s)
propose(s) to nominate for election or re-election as a Director, all information relating to such person that is
required to be disclosed in a proxy statement or other filings required to be made in connection with
solicitations of

21
 proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act including such person’s written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected;

( b ) to the extent that that request relates to any business other than the nomination of a Director that the
member(s) propose(s) to bring before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and any material interest in such
business of such member(s) and any Member Associated Person, individually or in the aggregate, including
any anticipated benefit to the member(s) or the Member Associated Person therefrom; and

(c) as to the member(s) giving the notice and the Member Associated Person, if any:

(i) the name and address of such member(s), as they appear on the Company’s books, and of such
Member Associated Persons, if any;

(ii) the class and number of shares of the Company which are owned beneficially and of record by such
member(s) and such Member Associated Persons, if any;

(iii) a description of all agreements, arrangements and understandings between: (i) such member (other
than where the member is a Depositary) and such Member Associated Persons, if any; and (ii) such
member (other than where the member is a Depositary) and such Member Associated Persons and
each proposed nominee and any other Person or Persons (including their names) in connection with
the nomination of a Director;

(iv) the proposal of any other business by such member(s) or such Member Associated Person, if any;

(v ) any other information relating to such member or Member Associated Person within Article 21.2(b)
that would be required to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies pursuant to Section 14 of the Exchange Act; and

(vi) to the extent known by the Member Associated Person or the member(s) giving the notice, the name
and address of any other member or person within Article 21.2(a) - (c) supporting the nominee for
election or re-election as a Director or the proposal of other business on the date of such request.

21.2 For the purposes of this Article 21.1, a Member Associated Person of any member shall mean:

(a) any Person controlling, directly or indirectly, or acting in concert with, such member;

(b) any beneficial owner of shares in the capital of the Company owned of record or beneficially (within the
meaning of the Exchange Act) by such member; and

(c) any Person controlling, controlled by or under common control with such Member Associated Person,

and in each case on whose behalf the member’s request in accordance with this Article 21 is made.

22
21.3 If a request made in accordance with Article 21.1 does not include the information specified in that Article, or if a
request made in accordance with Article 21.1 is not received in the time and manner required by Article 21.4, in
respect of such shares which the relevant member(s) or Member Associated Person own beneficially (the “member
default shares”) the relevant member(s) shall not be entitled to vote, either personally or by proxy at a general
meeting or at a separate meeting of the holders of that class of shares (or at an adjournment of any such meeting),
the member default shares with respect to the matters detailed in the request made in accordance with Article 21.1.

21.4 Without prejudice to the rights of any member under the Companies Act, a member who makes a request to which
Article 21.1 relates, must deliver any such request in writing to the secretary at the Office not earlier than the close
of business on the one hundred and twentieth (120) calendar day nor later than the close of business on the ninetieth
(90) calendar day prior to the date of the first anniversary of the preceding year’s annual general meeting provided,
however, that in the event that the date of an annual general meeting is more than thirty (30) calendar days before or
more than sixty (60) calendar days after the date of the first anniversary of the preceding year’s annual general
meeting, notice by the member must be so delivered in writing not earlier than the close of business on the one
hundred and twentieth (120) calendar day prior to such annual general meeting and not later than the close of
business on the later of (i) the ninetieth (90) calendar day prior to such annual general meeting and (ii) the 10
calendar day after the day on which public announcement of the date of such annual general meeting is first made
by the Company. In no event shall any adjournment or postponement of an annual general meeting or the public
announcement thereof commence a new time period for the giving of a member’s notice as described in this Article
21.4.

Notwithstanding anything in the foregoing provisions of this Article 21.4 to the contrary, in the event that the
number of Directors to be elected to the Board is increased and there is no public announcement, naming all of the
nominees for Director or specifying the size of the increased Board, made by the Company at least one hundred
(100) calendar days prior to the date of the first anniversary of the preceding year’s annual general meeting or, a
member’s notice required by this Article 21.4 shall also be considered as validly delivered in accordance with this
Article 21.4, but only with respect to nominees for any new positions created by such increase, if it shall be
delivered to the secretary at the Office not later than 5.00 pm, local time, on the tenth (10) calendar day after the day
on which such public announcement is first made by the Company.

Notwithstanding the provisions of Articles 21.1 or 21.3 or the foregoing provisions of this Article 21.4, a member
shall also comply with all applicable requirements of the Companies Act and of the Exchange Act with respect to the
matters set forth in Articles 21.1 or 21.3 or in this Article 21.4. Nothing in Article 21.1 or 21.3 or in this Article 21.4
shall be deemed to affect any rights of members to request inclusion of proposals in, nor the right of the Company to
omit proposals from, the Company’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act, to the extent applicable to the Company and, in such event, subject in each case to compliance with
the Exchange Act.

22. VOTES OF MEMBERS

22.1 Subject to any relevant special rights or restrictions attached to any shares (including, for the avoidance of doubt,
such rights and restrictions set out in Article 4.1 and Article 25.10), on a vote on a resolution on a poll every
member present in person or by proxy shall have one vote for every share of which is the holder or in respect of
which his appointment of proxy or corporate representative has been made.

22.2 A member, proxy or corporate representative entitled to more than one vote need not, if he votes, use all his votes
or cast all the votes he uses the same way.

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22.3 In the case of joint holders the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes
of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in
the register of members.

22.4 A member in respect of whom an order has been made by any court or official having jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning mental disorder may vote by any person authorised in that
behalf by that court or official and such person may vote by proxy. Evidence to the satisfaction of the Board of the
authority of the person claiming the right to vote shall be delivered to the Office, or such other place as is specified
in accordance with these Articles for the delivery or receipt of appointments of proxy, not less than 48 hours before
the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised
(provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be
taken of any part of a day that is not a working day). Failure to satisfy the requirements of this Article 22.4 shall
cause the right to vote not to be exercisable.

22.5 No member shall have the right to vote at any general meeting or at any separate meeting of the holders of any
class of shares, either in person or by representative or proxy, in respect of any share held by him unless all amounts
presently payable by him in respect of that share have been paid.

22.6 If at any time the Board is satisfied that any member, or any other Person appearing to be interested in shares held
by such member, has been duly served with a notice under section 793 of the Companies Act (a “ section 793
notice”) and is in default for the prescribed period in supplying to the Company the information thereby required,
or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material
particular, then the Board may, in its absolute discretion at any time by notice (a “direction notice”) to such member
direct that:

(a) in respect of the shares in relation to which the default occurred (the “default shares”, which expression
includes any shares issued after the date of the section 793 notice in respect of those shares) the member
shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate
meeting of the holders of that class of shares or on a poll; and

(b) in respect of the default shares:

( i) no payment shall be made by way of dividend and no share shall be allotted or distributed pursuant
to Articles 41.1, 42.1, and 42.2; and

(ii) no transfer of any default share shall be registered unless:

(A) the member is not himself in default as regards supplying the information requested and it
has been proved to the satisfaction of the Board that no person in default of supplying the
information required is interested in any of the shares which are the subject of the transfer; or

(B) the transfer is an approved transfer.

22.7 The Company shall send the direction notice to each other Person appearing to be interested in the default shares,
but the failure or omission by the Company to do so shall not invalidate such notice.

22.8 Any direction notice shall cease to have effect not more than seven days after the earlier of receipt by the Company
of:

24
 (a) a notice of an approved transfer, but only in relation to the shares transferred; or

(b) all the information required by the relevant section 793 notice, in a form satisfactory to the Board.

22.9 The Board may at any time send a notice cancelling a direction notice.

22.10 The Company may exercise any of its powers under Article 4.10 in respect of any default share that is held in
uncertificated form.

22.11 For the purposes of this Article 22.11 and Articles 22.6, 22.7, 22.8, 22.9 and 22.10:

(a) a Person shall be treated as appearing to be interested in any shares if the member holding such shares has
sent to the Company a notification under section 793 of the Companies Act which either:

(i) names such Person as being so interested; or

(ii) fails to establish the identities of all those interested in the shares, and (after taking into account the
said notification and any other relevant section 793 notification) the Company knows or has
reasonable cause to believe that the Person in question is or may be interested in the shares;

(b) the prescribed period is 14 days from the date of service of the section 793 notice; and

(c) a transfer of shares is an approved transfer if:

(i) it is a transfer of shares pursuant to an acceptance of a takeover offer (within the meaning of section
794 of the Companies Act);

(ii) the Board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial
ownership of the shares the subject of the transfer to a party unconnected with the member and with
any other Person appearing to be interested in the shares; or

(iii) the transfer results from a sale made through a recognised investment exchange as defined in the
Financial Services and Markets Act 2000 or any other stock exchange outside the United Kingdom
on which the Company’s shares are normally traded.

22.12 Nothing contained in Article 22.6, 22.7, 22.8, 22.9 and 22.10 limits the power of the Company under section 794
of the Companies Act.

22.13 Any objection to the qualification of any Person voting at a general meeting or on a poll or to the counting of, or
failure to count, any vote, must be made at the meeting or adjourned meeting or at the time the poll is taken (if not
taken at the meeting or adjourned meeting) at which the vote objected to is tendered. Every vote not disallowed at
such meeting shall be valid and every vote not counted which ought to have been counted shall be disregarded. Any
objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and
conclusive. If a vote is not disallowed by the chairman of the meeting it is valid for all purposes.

22.14 The Company shall not be bound to enquire whether any proxy or corporate representative votes in accordance
with the instructions given to him by the member he represents and if a proxy or corporate representative does not
vote in accordance with the instructions of the member he represents the vote or votes cast shall nevertheless be
valid for all purposes.

25
22.15 If any votes are counted which ought not to have been counted, or might have been rejected, the error shall not
vitiate the result of the voting unless it is pointed out at the same meeting, or any adjournment of the meeting, and,
in the opinion of the chairman, it is of sufficient magnitude to vitiate the result of the voting.

23. PROXIES AND CORPORATE REPRESENTATIVES

23.1 A member is entitled to appoint another Person as his proxy to exercise all or any of his rights to attend and to
speak and vote at a meeting of the Company in respect of the shares to which the proxy appointment relates. The
proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as
for the meeting to which it relates. A proxy need not be a member.

23.2 The appointment of a proxy shall be:

(a) in the case of a proxy relating to shares in the capital of the Company held in the name of a Depositary, in a
form or manner of communication approved by the Board, which may include, without limitation, a voter
instruction form to be provided to the Company by certain third parties on behalf of the Depositary. Subject
thereto, the appointment of a proxy may be:

(i) in hard copy form; or

(ii) in electronic form, to the electronic address provided by the Company for this purpose; or

(b) in the case of a proxy relating to the shares to which paragraph (a) of Article 23.2 does not apply:

(i) in any usual form or in any other form or manner of communication which the Board may approve.
Subject thereto, the appointment of a proxy may be:

(A) in hard copy form; or

(B) in electronic form, to the electronic address provided by the Company for this purpose;

23.3 The appointment of a proxy, whether made in hard copy form or in electronic form, shall be executed by or on
behalf of the appointor in such manner as the Directors may approve, which in the case of a corporation may be
either under its common seal or under the hand of a duly authorised officer or other person duly authorised for that
purpose or in any other manner authorised by its constitution.

23.4 The Board may, if it thinks fit, but subject to the provisions of the Companies Act, at the Company’s expense (with
or without provision for their return prepaid) send hard copy forms of proxy for use at the meeting, or at any
separate meeting of the holders of any class of shares, and issue invitations in electronic form to appoint a proxy in
relation to the meeting in such form as may be approved by the Board. If, for the purpose of any meeting
appointments of proxy or invitations to appoint as proxy a person or one of a number of persons specified in the
invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the members
entitled to be sent a notice of the meeting and to vote at it. The accidental omission or the failure due to
circumstances beyond the Company’s control, to send or make available such an appointment of proxy or give such
an invitation to, or the non-receipt thereof by, any member entitled to attend and vote, at a meeting shall not
invalidate the proceedings at that meeting.

26
23.5 The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll
concerned. A member may appoint more than one proxy to attend on the same occasion, provided that each such
proxy is appointed to exercise the rights attached to a different share or shares held by that member. References in
these Articles to an appointment of proxy include references to an appointment of multiple proxies.

23.6 Without prejudice to paragraph (b) of Article 19.12 or the second sentence of Article 19.15, the appointment of a
proxy shall:

(a) if in hard copy form, be delivered by hand or by post to the Office or such other place within the United
Kingdom as may be specified by or on behalf of the Company for that purpose:

(i) in the notice convening the meeting; or

(ii) in any form of proxy sent by or on behalf of the Company in relation to the meeting,

by the time specified by the Board (as the Board may determine, in compliance with the provisions of the
Companies Act) in any such notice or form of proxy; and

(b) if in electronic form, be received at the electronic address to which the appointment of a proxy may be sent
by electronic means pursuant to a provision of the Companies Act or to any other address specified by or on
behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form:

(i) in the notice convening the meeting;

(ii) in any form of proxy sent by or on behalf of the Company in relation to the meeting;

(iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting; or

(iv) on a website that is maintained by or on behalf of the Company and identifies the Company,

by the time specified by the Board (as the Board may determine, in compliance with the provisions of the
Companies Act) in any such method of notification.

The Board may specify, when determining the dates by which proxies are to be lodged, that no account need be
taken of any part of a day that is not a working day.

23.7 Subject to the provisions of the Companies Act, where the appointment of a proxy is expressed to have been or
purports to have been sent or supplied by a Person on behalf of a holder:

( a ) the Company may treat the appointment as sufficient evidence of that Person’s authority to execute the
appointment of proxy on behalf of that member; and

(b) the holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of
reasonable evidence of the authority under which the appointment of proxy has been made, sent or supplied
(which may include, without limitation, a copy of such authority certified notarially or in some other way
approved by the Board), to such address and by such time as may be specified in the request and, if the
request is not complied with in any respect, the appointment of proxy may be treated as invalid.

27
23.8 Subject to Article 23.7, a proxy appointment which is not delivered or received in accordance with Article 23.6
shall be invalid. Where two or more valid appointments of proxy are delivered or received in respect of the same
share in relation to the same meeting, the one which was last delivered or received shall, unless otherwise specified
in the notice convening the meeting, be treated as replacing and revoking the other or others as regards that share. If
the Company is unable to determine which is last delivered or received, or if the Company determines that it has
insufficient evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be entitled
determine which proxy appointment (if any) is to be treated as valid. Subject to the Companies Act, the Company
may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes
of these Articles.

23.9 The Company shall not be required to check that a proxy or corporate representative votes in accordance with any
instructions given by the member by whom he is appointed. Any failure to vote as instructed shall not invalidate the
proceedings on the resolution.

23.10 Any corporation which is a member of the Company (the “grantor”) may, by resolution of its directors or other
governing body, authorise such Person or Persons as it thinks fit to act as its representative or representatives at any
meeting of the Company or at any separate meeting of the holders of any class of shares. A Director, the secretary or
other person authorised for the purpose by the secretary may require all or any of such Persons to produce a
certified copy of the resolution of authorisation before permitting him to exercise his powers. Such Person is entitled
to exercise (on behalf of the grantor) the same powers as the grantor could exercise if it were an individual member
of the Company. Where a grantor authorises more than one Person and more than one authorised Person purports to
exercise a power in respect of the same shares:

(a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that
way; and

(b) if they do not purport to exercise the power in the same way as each other, the power is treated as not
exercised.

23.11 The termination of the authority of a Person to act as a proxy or duly authorised representative of a corporation
does not affect:

(a) whether he counts in deciding whether there is a quorum at a meeting;

(b) the validity of anything he does as chairman of a meeting;

(c) the validity of a poll demanded by him at a meeting; or

(d) the validity of a vote given by that Person,

unless notice of the termination was either delivered or received as mentioned in the following sentence at least 24
hours before the start of the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than on
the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination
shall be either by means of a document in hard copy form delivered to the Office or to such other place within the
United Kingdom as may be specified by or on behalf of the Company in accordance with paragraph (a) of Article
23.6 or in electronic form received at the address specified by or on behalf of the Company in accordance with
paragraph (b) of Article 23.6, regardless of whether any relevant proxy appointment was effected in hard copy form
or in electronic form.

23.12 A proxy given in the form of a power of attorney or similar authorisation granting power to a Person to vote on
behalf of a member at forthcoming meetings in general shall not be treated

28
 as valid if it grants authorisation for a period of more than three years, unless a contrary intention is stated in it.

24. NUMBER OF DIRECTORS, CHIEF EXECUTIVE OFFICER

24.1 The Company must have:

(a) at least two Directors; and

(b) no more than eleven Directors.

24.2 Subject to the approval of the Nominations Committee in accordance with Article 25, the chief executive officer
shall be nominated as a Director by the Board.

25. APPOINTMENT OF DIRECTORS

25.1 No person shall be appointed as a Director unless:

( a ) he or she is (i) nominated by the Board for appointment at a general meeting of the Company; or (ii)
appointed by the Board pursuant to Article 25.9 (in each case, acting by a simple majority); or

(b) notice in respect of that person given by a member qualified to vote at the meeting has been received by the
Company in accordance with Article 21.1 and Article 21.4 or section 338 of the Companies Act of the
intention to nominate that person for appointment; such notice stating the particulars which would, if he or
she were so appointed, be required to be included in the Company’s register of directors, together with
confirmation by that person of his or her willingness to be appointed.

25.2 No person shall be nominated for appointment to the Board under Article 25.1(a)(i) or appointed to the Board
under Article 25.1(a)(i) unless his or her appointment has been recommended to the Board by the Nominations
Committee.

25.3 When considering the appointment or nomination of any person nominated by the Nominations Committee, each
member of the Board shall act in good faith, in the interest of the Company, without regard to any separate interest.

25.4 Where a person has been approved by the Board for nomination for election as a Director at a general meeting of
the Company, prior to the Sunset Date Grupo VM and its Affiliates shall not vote against the election of that Director
at the general meeting unless a majority of its nominees on the Board have voted against such nomination.

25.5 Where more than one Director is nominated for appointment at any general meeting of the Company, separate
resolutions shall be proposed in relation to the appointment of each Director.

25.6 At every annual general meeting all the Directors shall retire from office and will be eligible, subject to applicable
Law, for nomination for re-appointment in accordance with this Article 25. A Director retiring at a general meeting
retires at the end of that meeting or (if earlier) when a resolution is passed to appoint another person in the Director’s
place. Where a retiring Director is re-appointed, he continues as a Director without a break.

25.7 Any resolution proposed to be voted on at a general meeting in respect of the proposed removal of an existing
Director and appointment of a person instead of the person so removed shall, pursuant to the Companies Act, be
proposed as an ordinary resolution. Subject to these Articles and any agreement entered into with a member in
writing, in addition to any power to remove Directors conferred by the Law, the Company can pass a special
resolution to remove

29
 a Director from office even though his time in office has not ended and can (subject to these Articles) appoint a
person to replace a Director who has been removed in this way by passing an ordinary resolution.

25.8 Subject to the provisions of these Articles, the Company may by ordinary resolution appoint a person who is
willing to act as a Director, and is permitted by Law to do so, to be a Director. Any Director elected in accordance
with this Article 25.8 shall retire from office at the annual general meeting next following his or her appointment and
will be eligible, subject to applicable Law, for nomination for re-appointment in accordance with this Article 25.

25.9 Subject to the provisions of these Articles, the Board may, without the approval of an ordinary resolution, appoint
as a Director any person who is willing to act and is permitted to do so by Law. Any Director elected in accordance
with this Article 25.9 shall retire from office at the annual general meeting next following his or her appointment and
will be eligible, subject to applicable Law, for nomination for re-appointment in accordance with this Article 25.

25.10 A Director shall not be required to hold any shares in the capital of the Company by way of qualification.

26. NOMINATIONS COMMITTEE

26.1 The Board shall constitute a committee (the “Nominations Committee”) to perform the functions set out in Article
25.

26.2 The Nominations Committee shall comprise three Directors, a majority of whom shall be independent Directors.
While Grupo VM and its Affiliates own at least 30% of the Ordinary Shares, the Grupo VM nominees will be
entitled to nominate not more than two-fifths of the members of the Nominations Committee. The Nominations
Committee will be chaired by the Executive Chairman.

26.3 Subject to Article 26.2, the members of the Nominations Committee shall be appointed by the Board. The
Nominations Committee shall comprise a majority of independent Directors.

26.4 In considering whether it should make a recommendation to the Board that a person proposed to it in accordance
with Article 25 be nominated as a Director, the Nominations Committee shall at all times act in good faith and in
accordance with their fiduciary duties and shall have regard to the following:

(a) Directors shall be qualified to serve as a Director under applicable rules and policies of the Company, the
Exchange Act and applicable Law; and

(b ) Directors shall at all times have demonstrated good judgment, character and integrity in his or her personal
and professional dealings and have relevant financial, management and/or global business experience.

27. DIRECTORS’ FEES AND EXPENSES

27.1 Unless otherwise determined by the Company by ordinary resolution, the remuneration of the Directors (other than
the Executive Chairman, any chief executive officer who is serving as a Director, alternate Directors and Directors
employed by the Company in an executive capacity, each of whom shall not receive separate remuneration for his
services as a Director) for their services in the office of Director shall be as the Board may from time to time
determine. The fees of the Directors shall be deemed to accrue from day to day and shall be distinct from and
additional to any remuneration or other benefits which may be paid or provided to any Director pursuant to any
other provision of these Articles.

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27.2 The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in connection
with their attendance at meetings of the Directors, or of committees of the Board, or general meetings or separate
meetings of the holders of any class of shares or debentures of the Company or otherwise in connection with the
discharge of their duties as Directors. The Company can also fund a Director’s or former Director’s expenditure and
that of a Director or former Director of any holding company of the Company for the purposes permitted by the Law
and can do anything to enable a Director or former Director or a Director or former Director of any holding
company of the Company to avoid incurring such expenditure all as provided in the Law.

27.3 Any Director who holds any executive office or who serves on any committee of the Board or who performs
services which the Board considers go beyond the ordinary duties of a Director may be paid such special
remuneration (whether by way of bonus, commission, participation in profits or otherwise) as the Board may
determine.

28. DIRECTORS’ GRATUITIES AND BENEFITS

28.1 The Board may (by the establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by
the payment of allowances, gratuities or pensions, or by insurance or death, sickness or disability benefits or
otherwise, for any past or present Director or employee of the Company or any past or present Director or employee
of any of the Company’s parent or subsidiary undertakings or any undertaking associated with, or any business
acquired by, any of them, and for any member of his family (including a spouse or civil partner and a former spouse
or former civil partner) or any person who is or was dependent on him and may (before as well as after he ceases to
hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any
such benefit.

28.2 Any past or present Director or employee of the Company or any past or present director or employee of any of the
Company’s parent or subsidiary undertakings or any undertaking associated with, or any business acquired by, any
of them, and any relations or dependents of such Directors and employees will not be accountable to the Company
or the members for any benefit provided pursuant to this Article 28. Anyone receiving such a benefit will not be
disqualified from being or becoming a Director of the Company.

29. ALTERNATE DIRECTORS

29.1 Any Director (other than an alternate Director) may appoint any other Director, or any other person approved by
the Board and willing to act and permitted by Law to do so, to be an alternate Director and may remove an alternate
Director appointed by him from his appointment as alternate Director. Subject to the foregoing, a Director may
appoint more than one alternate and a person may act as alternate for more than one Director. A Director may
appoint an alternate director by sending a signed written notice of appointment to the office or to an address
specified by the Company or by tabling it at a meeting of the Directors, or in such other way as the Board shall
approve.

29.2 An alternate Director shall be entitled to receive notices of meetings of the Directors and of committees of the
Directors of which his appointor is a member, to attend and vote at any such meeting at which the Director
appointing him is not present but at which meeting such Director would be entitled to vote, and generally to perform
all of the functions of his appointor as a Director in his absence, but shall not (unless the Company by ordinary
resolution otherwise determines) be entitled to any fees for his services as an alternate Director. If an alternate
Director is himself a Director, or he attends any meeting as an alternate Director for more than one Director, he can
vote cumulatively for himself and for each other Director he represents but he cannot be counted more than once for
the purposes of the quorum.

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29.3 An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. If a Director
retires but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of
an alternate Director made by him which was in force immediately prior to his retirement shall continue after his
reappointment.

29.4 An alternate Director shall cease to be an alternate Director on the occurrence (in relation to the alternate Director)
of any event which, if it occurred in relation to his appointor, would result in the termination of the appointor’s
appointment as Director.

29.5 An appointment or removal of an alternate Director shall be by notice in writing to the Company signed by the
Director making or revoking the appointment or in any other manner approved by the Board.

29.6 Save as otherwise provided in these Articles, an alternate Director:

(a) shall be deemed for all purposes to be a Director;

(b) shall alone be responsible for his own acts and omissions;

(c) shall, in addition to any restrictions which may apply to him personally, be subject to the same restrictions
as his appointor; and

(d) shall not be deemed to be the agent of the Director appointing him.

30. POWERS OF THE BOARD

30.1 Subject to the provisions of the Companies Act, these Articles and to any directions given by special resolution to
take or refrain from taking, specified action, the business of the Company shall be managed by the Board who may
exercise all the powers of the Company, including without limitation the power to dispose of all or any part of the
undertaking of the Company. No alteration of these Articles and no such direction shall invalidate any prior act of
the Board which would have been valid if that alteration had not been made or that direction had not been given.
The powers given by this Article 30.1 shall not be limited by any special power given to the Board by these Articles,
and a meeting of the Board at which a quorum is present may exercise all powers exercisable by the Board.

30.2 The Board may exercise the voting power conferred by the shares in any body corporate held or owned by the
Company in such manner in all respects as it thinks fit (including without limitation the exercise of that power in
favour of any resolution appointing its members or any of them as directors of such body corporate, or voting or
providing for the payment of remuneration or the provision of indemnification to the directors of such body
corporate).

30.3 The Board may decide to make provision for the benefit of persons employed or formerly employed by the
Company or any of its Subsidiaries (other than a Director or former Director or shadow Director) in connection with
the cessation or transfer to any Person of the whole or part of the undertaking of the Company or that Subsidiary.

31. DELEGATION OF DIRECTORS’ POWERS

31.1 Subject to the provisions of these Articles, the Directors may delegate any of the powers which are conferred on
them under these Articles:

(a) to a committee consisting of one or more Directors and (if thought fit) one or more other persons, to such an
extent and on such terms and conditions as the Board thinks fit (and such ability of the Directors to delegate
under this Article applies to all powers and discretions and will not be limited because certain Articles refer
to powers

32
 and discretions being exercised by committees authorised by Directors while other Articles do not);

(b) to such person by such means (including by power of attorney), to such an extent, and on such terms and
conditions, as they think fit including delegation to any Director holding any executive office, any manager
or agent such of its powers as the Board considers desirable to be exercised by him; or

(c) to any specific Director or Directors (with power to sub-delegate). These powers can be given on terms and
conditions decided on by the Directors either in parallel with, or in place of, the powers of the Directors
acting jointly.

Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed
to include authority to sub-delegate to one or more Directors (whether or not acting as a committee) or to any
employee or agent of the Company all or any of the powers delegated and may be made subject to such conditions
as the Board may specify, and may be revoked or altered. References in these Articles to any committee, Director,
employee or agent include those acting under a delegation pursuant to this Article 31.1. The Directors can remove
any people they have appointed in any of these ways and cancel or change anything that they have delegated,
although this will not affect anybody who acts in good faith who has not has any notice of any cancellation or
change.

31.2 The appointment of Directors to committees of the Board, including the chairpersons thereof, shall be determined
by the Board by simple majority.

31.3 Subject to Article 31.4, the proceedings of any committee appointed under paragraph (a) of Article 31.1 with two or
more members shall be governed by such of these Articles as regulate the proceedings of Directors so far as they are
capable of applying, and the quorum at a meeting of any such committee shall be two.

31.4 The Directors may make rules regulating the proceedings of such committees, which shall prevail over any rules
derived from these Articles pursuant to Article 31.2 if, and to the extent that, they are not consistent with them.

31.5 The Directors may, by power of attorney or otherwise, appoint any person, whether nominated directly or indirectly
by the Directors, to be the agent of the Company for such purposes, with such powers, authorities and discretions
(not exceeding those vested in the Board) and subject to such conditions as they think fit. The Directors may revoke
or vary any such appointment or delegation and may also authorise the agent to sub-delegate all or any of the
powers, authorities and discretions vested in him.

31.6 The power to delegate under Article 31.1 includes the power to delegate the determination of any fee, remuneration
or other benefit which may be paid or provided to any Director.

31.7 The Board may appoint any person to any office or employment having a designation or title including the word
“director” or attach to any existing office or employment with the Company such a designation or title and may
terminate any such appointment or the use of any such designation or title. The inclusion of the word “director” in
the designation or title of any such office or employment shall not imply that the holder is a Director, and the holder
shall not thereby be empowered in any respect to act as, or be deemed to be, a Director for any of the purposes of
these Articles.

32. DISQUALIFICATION AND REMOVAL OF DIRECTORS

A person ceases to be a Director if:

33
 (a) he ceases to be a Director by virtue of any provision of the Companies Act (including, without limitation,
section 168 of the Companies Act) or he becomes prohibited by Law from being a Director;

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c) a registered medical practitioner who is treating that person gives a written opinion to the Company stating
that that person has become physically or mentally incapable of acting as a Director and may remain so for
more than three months;

(d ) by reason of his mental health a court makes an order which wholly or partly prevents him from personally
exercising any powers or rights he would otherwise have;

(e) he resigns his office by notice in writing to the Company;

(f) in the case of a Director who holds any executive office, his appointment as such is terminated or expires
and the Board resolves that he should cease to be a Director;

(g) he is absent for more than six consecutive months without permission of the Board from meetings of the
Board held during that period and the Board resolves that he should cease to be a Director; or

(h) he dies.

33. EXECUTIVE DIRECTORS

33.1 Subject to the provisions of the Companies Act and Article 25, the Directors may appoint one or more of their
number to the office of Executive Chairman, executive vice-chairman (“Executive Vice-Chairman”), chief
executive or to any other executive office of the Company (including, without limitation, to hold the office of
president and/or treasurer but excluding that of auditor) and any such appointment may be made for such terms, at
such remuneration and on such other conditions as the Directors think fit. The Company may enter into an
agreement or arrangement with any such Director for his employment by the Company or for the provision by him
of any services outside the scope of the ordinary duties of a Director. The Board may revoke or vary any such
appointment but without prejudice to any rights or claims which the person whose appointment is revoked or varied
may have against the Company because of the revocation or variation.

33.2 Any appointment of a Director to an executive office shall terminate if he ceases to be a Director but without
prejudice to any rights or claims which he may have against the Company by reason of that cessation. Except as
provided in Article 32, a Director appointed to an executive office shall not cease to be a Director merely because
his appointment to such executive office terminates.

33.3 The emoluments of any Directors holding executive office for his services shall be determined by the Board, and
may be of any description, including without limitation admission to, or continuance of, membership of any scheme
(including any share acquisition scheme) or fund instituted or established or financed or contributed to by the
Company for the provision of pensions, life assurance or other benefits for employees or their dependants, or the
payment of a pension or other benefits to him or his dependants on or after retirement or death, apart from
membership of any such scheme or fund.

33.4 Except as otherwise delegated or agreed from time to time by the Board, the Executive Chairman shall have the
authority and responsibilities set out in the guidelines established by the Board as at the date of adoption of these
Articles.

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33.5 Except as otherwise delegated or agreed from time to time by the Board, the Executive Vice-Chairman shall have
the authority and responsibilities set out in the guidelines established by the Board as at the date of adoption of these
Articles.

34. DIRECTORS’ INTERESTS

34.1 For the purposes of these Articles (i) a conflict of interest may include (x) a conflict of interest and duty, (y) a
conflict of duties, (ii) interest includes both direct and indirect interests and (iii) a Contract includes references to an
existing or proposed contract and to an existing or proposed transaction or arrangement whether or not it is or will
be a contract.

34.2 For the purposes of section 175 of the Companies Act, the Board may (subject to such terms and conditions, if any,
as the Board may think fit to impose from time to time, and always subject to the Board’s right to vary or terminate
such authorisation) authorise, to the fullest extent permitted by Law:

(a) any matter proposed to it in accordance with these Articles which would, if not so authorised, involve a
breach of duty by a Director under that section, including, without limitation, any matter which relates to a
situation in which a Director has, or can have, an interest which conflicts, or possibly may conflict, with the
interests of the Company or which may reasonably be regarded as likely to give rise to a conflict of interest;
and

(b ) a Director to accept or continue in any office, employment or position in addition to his office as a Director
and, without prejudice to the generality of paragraph (a) of this Article 34.2, may authorise the manner in
which a conflict of interest arising out of such office, employment or position may be dealt with, either
before or at the time that such a conflict of interest arises,

provided that any such authorisation will be effective only if:

( i ) any requirement as to quorum at the meeting at which the matter is considered is met without
counting the Director in question or any other interested Director; and

(ii) the matter was agreed to without such Director voting or would have been agreed to if such
Director’s votes had not been counted.

The Board may (whether at the time of the giving of the authorisation or subsequently) make any such
authorisation subject to any limits or conditions it expressly imposes but such authorisation is otherwise
given to the fullest extent permitted. The terms of the authority shall be recorded in writing (but the authority
shall be effective whether or not the terms are so recorded). The Board may vary or terminate any such
authorisation at any time.

34.3 In accordance with Article 34.2, a Director shall be authorised for the purposes of section 175 of the Companies
Act to act or continue to act as a Director notwithstanding that at the time of his appointment or subsequently he
also:

(a) holds office as a director of any other member of the Company’s group;

(b) holds any other office, employment or engagement with any other member of the Company’s group;

(c) participates in any scheme, transaction or arrangement for the benefit of the employees or former
employees of any member of the Company’s group (including

35
 any pension fund or retirement, death or disability scheme or other bonus or employee benefit scheme); or

(d) is interested directly or indirectly in any shares or debentures (or any rights to acquire shares or debentures)
in any member of the Company’s group.

34.4 Subject to Article 34.2, and for all purposes pursuant to these Articles or any agreement between the members, each
Director with an interest pursuant to Article 34.3 shall be authorised for the purposes of sections 173(2) and 175 of
the Companies Act to:

(a) attend and vote at meetings of the Board (or any committee thereof) at which any relevant matter will or
may be discussed, and receive board papers relating thereto; and

(b) receive confidential information and other documents and information relating to the Company.

34.5 Subject to the provisions of the Companies Act, and provided that he has disclosed to the Board the nature and
extent of any material interest of his (unless the circumstances referred to in section 177(5) or section 177(6) of the
Companies Act apply, in which case no disclosure is required), a Director notwithstanding his office:

(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which
the Company is otherwise (directly or indirectly) interested;

(b) may (or any firm of which he is a member may) act in a professional capacity for the Company (otherwise
than as auditor) or any other body in which the Company is otherwise interested and he or his firm shall be
entitled to remuneration for professional services as if he were not a Director; and

(c) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or
otherwise interested in, any undertaking:

(i) in which the Company is (directly or indirectly) interested as member, member, partner or otherwise;
or

(ii) with which he has such a relationship at the request or direction of the Company,

and, subject to these Articles, the Directors can exercise or arrange for the exercise of the voting rights
attached to any shares in another company held by the Company and the voting rights which they have as
directors of that company in any way that they decide. This includes voting in favour of a resolution
appointing any of them as directors or officers of that company and deciding their remuneration. Subject to
these Articles, they can also vote and be counted in the quorum as Directors of the Company in connection
with any of these things.

34.6 A Director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit
which he derives from any office or employment or from any transaction or arrangement or from any interest in any
undertaking:

(a) the acceptance, entry into or existence of which has been authorised by the Board pursuant to Article 34.2
(subject, in any case, to any limits or conditions to which such authorisation was subject); or

36
 (b) which he is permitted to hold or enter into by virtue of paragraphs (a), (b) or (c) of Article 34.5,

nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of
the Companies Act.

34.7 Any disclosure required by Article 34.5 may be made at a meeting of the Board, by notice in writing or by general
notice or otherwise in accordance with section 177 of the Companies Act.

34.8 A Director shall be under no duty to the Company with respect to any information which he obtains or has obtained
otherwise than as a Director and in respect of which he owes a duty of confidentiality to another Person. However,
to the extent that his relationship with that other Person gives rise to a conflict of interest or possible conflict of
interest, this Article 34.8 applies only if the existence of that relationship has been authorised by the Board pursuant
to Article 34.2. In particular, the Director shall not be in breach of the general duties he owes to the Company by
virtue of sections 171 to 177 of the Companies Act because he fails:

(a) to disclose any such information to the Board or to any Director or other officer or employees of the
Company; and/or

(b) to use or apply any such information in performing his duties as a Director.

34.9 Where the existence of a Director’s relationship with another Person has been authorised by the Board pursuant to
Article 34.2 and his relationship with that Person gives rise to a conflict of interest or possible conflict of interest, the
Director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the
Companies Act because he:

(a) absents himself from meetings of the Board at which any matter relating to the conflict of interest or possible
conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or
otherwise; and/or

(b) makes arrangements not to receive documents and information relating to any matter which gives rise to the
conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such
documents and information to be received and read by a professional adviser,

for so long as he reasonably believes such conflict of interest or possible conflict of interest subsists.

34.10 The provisions of Articles 34.8 and 34.9 are without prejudice to any equitable principle or rule of Law which may
excuse the Director from:

(a) disclosing information, in circumstances where disclosure would otherwise be required under these Articles;
or

(b) attending meetings or discussions or receiving documents and information as referred to in Article 34.9, in
circumstances where such attendance or receiving such documents and information would otherwise be
required under these Articles.

34.11 For the purposes of Article 34.5:

(a) a general notice given to the Directors that a Director is to be regarded as having an interest of the nature
and extent specified in the notice in any transaction or arrangement in which a specified Person or class of
Persons is interested shall be

37
 deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so
specified;

(b) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have
knowledge shall not be treated as an interest of his; and

(c) a Director shall be deemed to have disclosed the nature and extent of an interest which consists of him being
a Director, officer or employee of any undertaking in which the Company is interested.

34.12 Except as otherwise provided by these Articles, a Director shall not vote at a meeting of the Board or a committee
of the Board on any resolution concerning a matter in which he has, directly or indirectly, an interest (other than an
interest in shares, debentures or other securities of, or otherwise in or through, the Company) which can reasonably
be regarded as likely to give rise to a conflict with the interests of the Company, unless his interest arises only
because the resolution falls within one or more of the following matters:

(a) the giving of a guarantee, security or indemnity in respect of money lent to, or an obligation incurred by
him at the request of, or for the benefit of, the Company or any of its subsidiary undertakings;

(b) the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of
its subsidiary undertakings for which the Director has assumed responsibility (in whole or in part and
whether alone or jointly with others) under a guarantee or indemnity or by the giving of security;

(c) the giving to him of any other indemnity which is on substantially the same terms as indemnities given or to
be given to all of the other Directors and/or to the funding by the Company of his expenditure on defending
proceedings or the doing by the Company of anything to enable him to avoid incurring such expenditure
where all other Directors have been given or are to be given substantially the same arrangements;

( d ) a Contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other

securities of the Company or any of its subsidiary undertakings for subscription, purchase or exchange, in
which offer he is or may be entitled to participate as holder of securities or in the underwriting or sub-
underwriting of which he is to participate;

(e) a Contract, arrangement, transaction or proposal concerning any other undertaking in which he or any
Person connected with him is interested, directly or indirectly, and whether as an officer, member, partner,
creditor or otherwise if he and any Persons connected with him do not to his knowledge hold an interest (as
that term is used in sections 820 to 825 of the Companies Act) representing one per cent or more of either
any class of the equity share capital of such undertaking (or any other undertaking through which his interest
is derived) or of the voting rights available to shareholders, members, partners or equivalent of the relevant
undertaking (or any interest being deemed for the purpose of this Article 34.12 to be likely to give rise to a
conflict with the interests of the Company in all circumstances);

(f) a Contract, arrangement, transaction or proposal for the benefit of employees and Directors and/or former
employees and Directors of the Company or any of its subsidiary undertakings and/or members of their
families (including a spouse or civil partner or a former spouse or former civil partner) or any person who is
or was dependent on such persons, including but without being limited to a retirement benefits scheme and
an employees’ share scheme, which does not accord to any

38
 Director any privilege or advantage not generally accorded to the employees and/or former employees to
whom such arrangement relates; and

(g) a Contract, arrangement, transaction or proposal concerning any insurance against any liability which the
Company is empowered to purchase or maintain for, or for the benefit of, any Directors or for persons who
include Directors.

34.13 Subject to Article 35.3, the Board may suspend or relax to the extent permitted by Law, either generally or in
respect of any particular matter, any provision of these Articles prohibiting a Director from voting at a meeting of
the Directors or of a committee of the Directors or ratify any transaction not duly authorised by reason of
contravention of any such provision.

34.14 Where proposals are under consideration concerning the appointment (including without limitation fixing or
varying the terms of appointment) of two or more Directors to offices or employments with the Company or any
undertaking in which the Company is interested, the proposals may be divided and considered in relation to each
Director separately. In such cases each of the Directors concerned shall be entitled to vote in respect of each
resolution except that concerning his own appointment.

34.15 If a question arises at a meeting of the Directors, or a meeting of a committee of the Directors, as to the right of a
Director to vote, the question may, before the conclusion of the meeting, be decided by a resolution of a majority of
Directors present at the meeting (other than the Director concerned and any other Director having a like interest as
such Director) and such resolution shall be final and conclusive.

35. PROCEEDINGS OF DIRECTORS

35.1 Subject to the provisions of these Articles, the Board may regulate their proceedings as they think fit.

35.2 A Director may, and the secretary at the request of a Director shall, call a meeting of the Board by giving notice to
each Director. A notice of a meeting of the Board shall be deemed to be properly given to a Director if given to him
personally or by word of mouth, or sent in hard copy to him at his last known address or any other address (if any)
as may for the time being be specified by him or on his behalf to the Company for this purpose or sent in electronic
form to such address (if any) for the time being specified by him or on his behalf to the Company for this purpose.
Any Director may waive the requirement for notice of a meeting and any such waiver may be retrospective. Any
notice pursuant to this Article 35.2 need not be in writing if the Board so determines and any such determination
may be retrospective.

35.3 Prior to the Sunset Date, the approval of a majority of the independent Directors (who are not conflicted in relation
to the relevant matter) shall be required to authorize any transaction, agreement or arrangement between Grupo VM
or any of its Affiliates or Connected Persons and the Company or any of its Affiliates, or the alteration, amendment,
repeal or waiver of any such agreement, including any shareholders’ agreement between the Company and Grupo
VM.

35.4 Prior to 31 December 2019, the Board shall not remove the Executive Chairman from office as a Director without
cause and no new Executive Directors shall be appointed, in each case, without the approval of a majority of the
Directors who are nominees of Grupo VM and a majority of the independent Directors.

35.5 No business shall be transacted at any meeting of the Board unless a quorum is present. The quorum at a meeting
of the Board shall be a majority of the Directors then in office. Any Director who ceases to be a Director at a Board
meeting may continue to be present and to act

39
 as a Director and be counted in the quorum until the termination of the Board meeting if no Director objects. A
Director shall not be counted in the quorum present in relation to a matter or resolution on which he is not entitled to
vote (or when his vote cannot be counted) but shall be counted in the quorum present in relation to all other matters
or resolutions considered or voted on at the meeting. An alternate Director, who is not himself a Director shall, if his
appointor is not present but is entitled to be counted in the quorum, be counted in the quorum.

35.6 The Directors may at any time elect from their number, and remove, a chairman of the Board and a deputy
chairman. Unless he is unwilling to do so, the Director appointed as chairman, or in his stead the Director appointed
as deputy chairman, shall preside at all meetings of the Board at which he is present. If there is no Director holding
either office, or if neither the chairman nor the deputy chairman is present within five minutes after the time
appointed for the meeting, or if the chairman or deputy chairman is not willing to preside, the Directors present may
choose one of their number to be chairman of the meeting.

35.7 All acts done by a meeting of the Board, or of a committee of the Board, or by a person acting as a Director, shall,
notwithstanding that it may afterwards be discovered that there was a defect in the appointment of any Director, any
member of the committee or that any of them were disqualified from holding office, or had vacated office, or were
not entitled to vote, or that the meeting was not quorate (provided that the Directors present at the inquorate meeting
believed, in good faith, that the meeting was quorate and made all such enquiries as were reasonable in the
circumstances to establish that the meeting was quorate), be as valid as if every such person had been duly
appointed and was qualified and had continued to be a Director and had been entitled to vote and that the meeting
was quorate.

35.8 A resolution in writing agreed to by all the Directors entitled to receive notice of a meeting of the Board or of a
committee of the Board and who would be entitled to vote (and whose vote would have been counted) on the
resolution at a meeting of the Board or of a committee of the Board shall (if that number is sufficient to constitute a
quorum) be as valid and effectual as if it had been passed at a meeting of the Board or (as the case may be) of that
committee, duly convened and held. A resolution in writing is adopted when the Company receives from all such
Directors a document indicating their agreement to the proposed resolution either by being signed or otherwise
authenticated in the manner permitted by the Companies Act for a document in the relevant form, sent in either hard
copy or electronic form (including facsimile transmission) to such address (if any) for the time being specified by
the Company for that purpose. A resolution agreed to by an alternate Director need not also be agreed to by his
appointor and, if it is agreed to by a Director who has appointed an alternate Director, it need not also be agreed to
by the alternate Director in that capacity.

35.9 Without prejudice to Article 35.1, a meeting of the Board or of a committee of the Board may consist of a
conference between Directors who are not all in one place, but each of whom is able (whether directly or by
conference telephone or by any other form of communication equipment) to hear each of the other participating
Directors, and to speak to and be heard by each of the others simultaneously. A Director taking part in such a
conference shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the
quorum accordingly and the word “meeting” in these Articles shall be construed accordingly. Such meeting shall be
deemed to take place where it is convened to be held or (if no Director is present in that place) where the largest
group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is located.

36. MINUTES

36.1 The Directors shall cause minutes to be made in books kept for the purpose:

(a) of all appointments of officers made by the Directors; and

40
 (b) of all proceedings at meetings of the Company, of the holders of any class of shares in the capital of the
Company, and of the Board, and of committees of the Board, including the names of the Directors present at
each such meeting.

36.2 Any such minutes, if purporting to be signed by the chairman of the meeting to which they relate or of the meeting
at which they are read, shall be sufficient evidence without any further proof of the facts therein stated.

37. SECRETARY

Subject to the provisions of the Companies Act, the secretary shall be appointed by the Board for such term, at such
remuneration and on such other conditions as they think fit. Any secretary so appointed may be removed by the
Board but without prejudice to any claim for damages for breach of any contract of service between him and the
Company.

38. THE SEAL

38.1 The seal shall be used only by the authority of a resolution of the Board or of a committee of the Board. The Board
may determine whether any instrument to which the seal is affixed, shall be signed and, if it is to be signed, who
shall sign it. Unless otherwise determined by the Board:

(a) share certificates and, subject to the provisions of any instrument constituting the same, certificates issued
under the seal in respect of any debentures or other securities, need not be signed and any signature may be
applied to any such certificate by any mechanical, electronic or other means or may be printed on it; and

(b) every other instrument to which the seal is affixed shall be signed by two authorised persons or by a
Director in the presence of a witness who attests the signature and for this purpose an authorised person is
any Director or the secretary of the Company.

38.2 Any document may be executed under the seal by impressing the seal by mechanical means or by printing the seal
or a facsimile of it on the document or by applying the seal or a facsimile of it by any other means to the document.
A document executed, with the authority of a resolution of the Board, in any manner permitted by section 44(2) of
the Companies Act and expressed (in whatever form of words) to be executed by the Company has the same effect
as if executed under the seal.

38.3 Subject to the provisions of the Companies Act, the Company may have an official seal for use in any place.

39. REGISTERS

39.1 Subject to the provisions of the Companies Act, the Company may keep an overseas or local register in any place,
and the Board may make, amend and revoke any regulations it thinks fit about the keeping of that register.

39.2 Any Director or the secretary or any other person appointed by the Board for the purpose shall have power to
authenticate and certify as true copies of and extracts from:

( a ) any document comprising or affecting the constitution of the Company, whether in hard copy form or
electronic form;

(b) any resolution passed by the Company, the holders of any class of shares in the capital of the Company, the
Board or any committee of the Board, whether in hard copy form or electronic form; and

41
 (c) any book, record and document relating to the business of the Company, whether in hard copy form or
electronic form (including without limitation the accounts).

If certified in this way, a document purporting to be a copy of a resolution, or the minutes or an extract from the
minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the Board or
a committee of the Board, whether in hard copy form or electronic form, shall be conclusive evidence in favour of
all Persons dealing with the Company in reliance on it or them that the resolution was duly passed or that the
minutes are, or the extract from the minutes is, a true and accurate record of any proceedings at a duly constituted
meeting.

40. DIVIDENDS

40.1 The rights as regarding income attaching to the Ordinary Shares shall be as set out in this Article 40.

40.2 Subject to the provisions of the Companies Act, the Company may by ordinary resolution declare dividends in
accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by
the Directors.

40.3 Subject to the provisions of the Companies Act and to Article 40.7, the Board may pay interim dividends, whether
or not satisfied wholly or partly by the distribution of assets including without limitation paid up shares or
debentures of another body corporate, of such amounts and on such dates and in respect of such periods as they
may think fit if it appears to them that they are justified by the profits of the Company available for distribution. If
the share capital is divided into different classes, the Board may:

(a) pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as
well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be
paid on shares carrying deferred or non-preferred rights if at the time of payment, any preferential dividend
is in arrears; and

(b) pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits
available for distribution justify the payment;

If the Board acts in good faith they shall not incur any liability to the holders of shares conferring preferred rights for
any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-
preferred rights. Where any distribution is satisfied wholly or partly by the distribution of assets, where any difficulty
arises in regard to such distribution, the Directors may settle the same as they think fit and in particular (but without
limitation) may issue fractional certificates (or ignore fractions) and fix the value for distribution of any assets, and
may determine that cash shall be paid to any member on the basis of the value so fixed in order to adjust the rights
of members, and may vest any assets in trustees.

40.4 Dividends may be declared and paid in any currency or currencies that the Board shall determine. The Board may
also determine the exchange rate and the relevant date for determining the value of any dividend in any currency.

40.5 Subject to the provisions of the Companies Act and except as otherwise provided by these Articles or the rights
attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which
the dividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, it shall rank
for dividend accordingly. In any other case (and except as aforesaid), dividends shall be apportioned and paid
proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which
the dividend is paid. For the purpose of this Article 40.5, an

42
 amount paid up on a share in advance of a call shall be treated, in relation to any dividend declared after the
payment but before the call, as not paid up on the share.

40.6 Subject to Article 40.7, a general meeting declaring a dividend may, upon the recommendation of the Board, by
ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets including without
limitation paid up shares or debentures of another body corporate.

40.7 Unless otherwise approved by the vote by two-thirds of the Board and approved by an ordinary resolution of the
Company, where the securities of another body corporate are distributed, they must only be distributed to holders of
Ordinary Shares on the basis that the holders of Ordinary Shares receive the identical class of securities of that other
body corporate on an equal per share basis.

40.8 Any dividend or other money payable in respect of a share may be paid:

(a) in cash;

(b) by cheque or warrant made payable to or to the order of the holder or Person entitled to payment;

( c ) by direct debit, bank or other funds transfer system to the holder or Person entitled to payment or, if
practicable, to a Person designated by notice to the Company by the holder or Person entitled to payment; or

(d ) by any other method approved by the Board and agreed (in such form as the Company thinks appropriate)
by the holder or Person entitled to payment.

40.9 If two or more Persons are registered as joint holders of any share, or are entitled by transmission jointly to a share,
the Company may:

(a) pay any dividend or other moneys payable in respect of the share to any one of them and any one of them
may give effectual receipt for the payment; and

( b ) for the purpose of Article 40.8, rely in relation to the share on the written direction, designation or
agreement of, or notice to the Company by, any one of them.

40.10 A cheque or warrant may be sent by post:

(a) where a share is held by a sole holder, to the registered address of the holder of the share;

( b ) if two or more Persons are the holders of the share, to the registered address of the Person who is first
named in the register of members;

( c ) if two or more Persons are holders of the share or are jointly entitled to it by reason of the death or
bankruptcy of the holder or otherwise by operation of Law, as if it were a notice to be sent under Article
47.12; or

(d) in any case to such Person and to such address as the Person entitled to payment may direct by notice to the
Company.

40.11 Every cheque or warrant shall be made payable to the order of or to the Person or Persons entitled or to such other
Person as the Person or Persons entitled may by notice direct and payment of the cheque or warrant shall be a good
discharge to the Company. Every cheque or warrant sent or transfer of funds made by the relevant bank or system in
accordance with these Articles shall be at the risk of the holder or Person entitled. The Company shall have no

43
 responsibility for any sums lost or delayed in the course of payment by any method used by the Company in
accordance with Article 40.8.

40.12 The Company may cease to send any cheque or warrant (or to use any other method of payment) for any dividend
payable in respect of a share if:

( a ) in respect of at least two consecutive dividends payable on that share the cheque or warrant has been
returned undelivered or remains uncashed (or that other method of payment has failed); or

(b) following one such occasion, reasonable enquiries have failed to establish any new address of the holder;

but, subject to the provisions of these Articles, shall recommence sending cheques or warrants (or using another
method of payment) for dividends payable on that share if the Person or Persons entitled so request and have
supplied in writing a new address or account to be used for that purpose.

40.13 The Board may deduct from any dividend or other moneys payable to any member in respect of a share any
moneys presently payable by him to the Company in respect of that share. Where a Person is entitled by
transmission to a share, the Board may retain any dividend payable in respect of that share until that Person (or that
Person’s transferee) becomes the holder of that share.

40.14 No dividend or other money payable in respect of a share shall bear interest against the Company, unless otherwise
provided by the rights attached to the share.

40.15 Any dividend which has remained unclaimed for 12 years from the date when it became due for payment shall, if
the Directors so resolve, be forfeited and cease to remain owing by the Company. The payment of any unclaimed
dividend or other money payable in respect of a share may (but need not) be paid by the Company into an account
separate from the Company’s own account. Such payment shall not constitute the Company a trustee in respect of it.

40.16 All amounts payable by the Company pursuant to these Articles, including dividends, shall be paid without any
withholding or deduction, save as may be required by applicable Law.

41. SCRIP DIVIDENDS

41.1 The Board may offer any holder of shares the right to elect to receive shares, credited as fully paid, instead of cash
in respect of the whole (or some part, to be determined by the Board) of all or any dividend subject to the following
terms and conditions:

(a) Each holder of shares shall be entitled to that number of new shares as are together as nearly as possible
equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that
such holder would have received by way of dividend but elects to forego (each a new share). For this
purpose, the value of each new share shall be:

( i) equal to the average quotation for the relevant shares in the capital of the Company, that is, the
average of the closing prices for those shares on the Exchange as derived from such source as the
Board may deem appropriate, on the day on which such shares are first quoted ex the relevant
dividend and the four subsequent business days; or

(ii) calculated in any other manner the Board considers fit;

44
 but shall never be less than the par value of the new share. A certificate or report by the auditors as to the
value of a new share in respect of any dividend shall be conclusive evidence of that value.

(b) Each holder of shares shall only be entitled to new Ordinary Shares.

(c) On or as soon as possible after announcing that any dividend is to be declared or recommended, the Board,
if it intends to offer an election in respect of that dividend, shall also announce that intention. If, after
determining the basis of allotment, the Board decides to proceed with the offer, it shall notify the holders of
shares of the terms and conditions of the right of election offered to them, specifying the procedure to be
followed and place at which, and the latest time by which, elections or notices amending or terminating
existing elections must be delivered in order to be effective.

(d) The Board shall not proceed with any election unless the Board has sufficient authority to allot shares and
sufficient reserves or funds that may be appropriated to give effect to it after the basis of allotment is
determined.

(e) The Board may exclude from any offer any holders of shares where the Board believes the making of the
offer to them would or might involve the contravention of the Laws of any territory or that for any other
reason the offer should not be made to them.

(f) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not
be payable in cash on shares in respect of which an election has been made (the “elected ordinary shares”)
and instead such number of new shares shall be allotted to each holder of elected ordinary shares as is
arrived at on the basis stated in paragraph (a) of this Article 41.1. For that purpose the Board shall
appropriate out of any amount for the time being standing to the credit of any reserve or fund (including
without limitation the profit and loss account), whether or not it is available for distribution, a sum equal to
the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the
appropriate number of new shares for allotment and distribution to each holder of elected shares as is arrived
at on the basis stated in paragraph (a) of this Article 41.1.

(g) The new shares when allotted shall rank pari passu in all respects with the fully paid shares of the same
class then in issue except that they shall not be entitled to participate in the relevant dividend in lieu of which
they were allotted.

( h ) No fraction of a share shall be allotted. The Board may make such provisions as it thinks fit for any
fractional entitlements including without limitation payment in cash to holders in respect of their fractional
entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional
entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual,
retention or accumulation to the allotment of fully paid shares to any holder.

(i) The Board may do all acts and things it considers necessary or expedient to give effect to the allotment and
issue of any share pursuant to this Article 41.1 or otherwise in connection with any offer made pursuant to
this Article 41.1 and may authorise any Person, acting on behalf of the holders concerned, to enter into an
agreement with the Company providing for such allotment or issue and incidental matters Any agreement
made under such authority shall be effective and binding on all concerned.

(j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to the above.

45
42. CAPITALISATION OF PROFITS

42.1 The Board may, subject to the provisions of this Article 42.1, Article 42.2 and Article 42.3 inclusive, resolve to
capitalise any undistributed profits of the Company not required for paying any preferential dividend (whether or
not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company
(including without limitation the Company’s share premium account and capital redemption reserve, if any) and:

(a) appropriate the sum resolved to be capitalised to the members or any class of members on the record date
specified in the relevant resolution who would have been entitled to it if it were distributed by way of
dividend and in proportion to the nominal amounts of the shares (whether or not fully paid) held by them
respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid
and the sum were then distributable and were distributed by way of dividend;

(b) apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid
on any shares held by them respectively, or in paying up in full shares, debentures or other obligations of the
Company of a nominal amount equal to that sum but the share premium account, the capital redemption
reserve, and any profits which are not available for distribution may, for the purposes of this Article 42.1,
only be applied in paying up shares to be allotted to members credited as fully paid;

(c) allot the shares, debentures or other obligations credited as fully paid to those members or as they may
direct, in those proportions, or partly in one way and partly in the other;

(d) resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares
shall so long as such shares remain partly paid rank for dividend only to the extent that the latter shares rank
for dividend;

(e) where shares or debentures become, or would otherwise become, distributable under this Article 42.1 in
fractions, make such provision as the Board thinks fit for any fractional entitlements including without
limitation authorising their sale and transfer to any Person, resolving that the distribution be made as nearly
as practicable in the correct proportion but not exactly so, ignoring fractions altogether or resolving that cash
payments be made to any members in order to adjust the rights of all parties;

(f) authorise any Person to enter on behalf of all the members concerned into an agreement with the Company
providing for either:

(i) the allotment to members respectively, credited as fully paid, of any further shares, debentures or
other obligations to which they are entitled upon such capitalisation; or

(ii) the payment up by the Company on behalf of the members of the amounts, or any part of the
amounts, remaining unpaid on their existing shares by the application of their respective proportions
of the sums resolved to be capitalised,

and any agreement made under such authority being binding on all such members, and

(g) generally do all acts and things required to give effect to such resolution as aforesaid.

46
42.2 In exercising its authority under Article 42.1, unless approved by the vote of two-thirds of the Board and approved
by an ordinary resolution of the Company, the Board may only resolve to capitalise any undistributed profits of the
Company not required for paying any preferential dividend (whether or not they are available for distribution) or
any sum standing to the credit of any reserve or fund of the Company (including without limitation the Company’s
share premium account and capital redemption reserve, if any) and to issue and allot Ordinary Shares, as otherwise
contemplated by Article 42.1, to holders of Ordinary Shares on an equal per share basis.

42.3

(a) Where, pursuant to an employees’ share scheme (within the meaning of section 1166 of the Companies Act)
the Company has granted awards (“awards” being options or other incentive awards, including, without
limitation, stock appreciation rights, restricted stock units, performance stock units and restricted stock
awards) to subscribe for or with respect to shares on terms which provide (inter aim) for adjustments to the
subscription, exercise or base price payable on the exercise of such award or to the number of shares to be
allotted upon the exercise, or with respect to, such award, in the event of any increase or reduction in, or
other reorganisation of, the Company’s issued share capital and an otherwise appropriate adjustment would
result in the subscription, exercise or base price for any share being less than its nominal value, then, subject
to the provisions of the Companies Act, the Directors may, on the exercise of any of the awards concerned
and payment of the subscription, exercise or base price which would have applied had such adjustment been
made, capitalise any such profits or other sum as is mentioned in Article 42.1 above (as if such Article 42.1
did not make reference to Article 42.2) to the extent necessary to pay up the unpaid balance of the nominal
value of the shares which fall to be allotted on the exercise of such awards and apply such amount in paying
up such balance and allot shares fully paid accordingly. The provisions of Article 42.1 shall apply mutatis
mutandis to this Article 42.3 as if Article 42.1 did not make reference to Article 42.2.

(b) Where, pursuant to an employees’ share scheme (within the meaning of section 1166 of the Companies Act)
the Company has granted awards (“awards” being options or other incentive awards, including, without
limitation, stock appreciation rights, restricted stock units, performance stock units and restricted stock
awards) to subscribe for or with respect to shares, then, subject to the provisions of the Companies Act, the
Directors may, on the grant, exercise or vesting of any of the awards concerned, capitalise any such profits
or other sum as is mentioned in Article 42.1 above (as if such Article 42.1 did not make reference to Article
42.2) to the extent necessary to pay up the unpaid balance of the nominal value of the shares which fall to be
allotted on the grant, exercise or vesting of such awards and apply such amount in paying up such balance
and allot shares fully paid accordingly. The provisions of Article 42.1 shall apply mutatis mutandis to this
paragraph (b) as if Article 42.1 did not make reference to Article 42.2.

43. RETURN OF CAPITAL

43.1 The rights as regards return of capital attaching to the Ordinary Shares shall be as set out in this Article.

43.2 On a return of capital on a liquidation, reduction of capital or otherwise, the surplus assets of the Company
available for distribution among the members shall be applied in the same order of priority as applies in respect of
dividends and distributions set out in Article 40 (or as close thereto as is possible).

47
44. CHANGE OF THE COMPANY’S NAME

The Company’s name may be changed by resolution approved by the vote of a majority of the Board.

45. RECORD DATES

45.1 Notwithstanding any other provision of these Articles, and subject to the Companies Act, but without prejudice to
any special rights attached to any shares, the Company or the Directors may:

(a) fix any date as the record date for any dividend, distribution, allotment or issue, which shall not be more
than 60 days prior to such action;

(b) for the purpose of determining which Persons are entitled to attend and vote at a general meeting of the
Company, or a separate general meeting of the holders of any class of shares in the capital of the Company,
and how many votes such Persons may cast, specify in the notice of meeting a time by which a Person must
be entered on the register in order to have the right to attend or vote at the meeting provided that such time
shall not be more than 60 days nor less than 10 days before the date of such meeting and changes to the
register after the time specified by virtue of this Article 45.1 shall be disregarded in determining the rights of
any Person to attend or vote at the meeting; and

(c) for the purposes of sending notices to any one or more members (including, without limitation, notices of
general meetings, or separate general meetings of the holders of any class of shares in the capital of the
Company), give such notices by reference to the register of members as it stands at the close of business on a
day determined by the Company or the Board, which day may not be more than 60 days before the day that
such notices are sent.

45.2 In the case of determination of members entitled to vote at any general meeting or adjournment thereof, or a
separate general meeting of the holders of any class of shares in the capital of the Company, the record date shall,
unless otherwise required by the Companies Act, not be more than 60 days nor less than 10 days before the date of
such meeting.

45.3 In the case of any other lawful action, and save as otherwise provided by these Articles, the record date shall not be
more than 60 days prior to such other action.

46. ACCOUNTS

46.1 No member (as such, other than a Director) shall have any right to inspect any accounting record or other
document of the Company, unless he is authorised to do so by statute, by order of the court, by the Board or by
ordinary resolution of the Company.

46.2 Subject to the Companies Act, a copy of the Company’s annual accounts and reports for that financial year shall, at
least 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance
with the provisions of the Companies Act, be sent to every member and to every holder of the Company’s
debentures, and to every Person who is entitled to receive notice of meetings from the Company under the
provisions of the Companies Act or of these Articles or, in the case of joint holders of any share or debenture, to one
of the joint holders. A copy need not be sent to a Person for whom the Company does not have a current address.

46.3 Subject to the Companies Act, the requirements of Article 46.2 shall be deemed satisfied in relation to any Person
by sending to the Person, instead of such copies, a summary financial

48
 statement derived from the Company’s annual accounts and directors’ report, which shall be in the form and
containing the information prescribed by the Companies Act and any regulations made under the Companies Act.

47. NOTICES AND OTHER COMMUNICATIONS

47.1 Any notice to be given to or by any Person pursuant to these Articles shall be in writing other than a notice calling a
meeting of the Directors which need not be in writing.

47.2 Any notice, document or information may (without prejudice to Articles 47.9 and 47.10) be given, sent or supplied
by the Company to any member either:

(a) personally;

(b) by sending it by post in a prepaid envelope addressed to the member at his registered address or postal
address given to the Company for that purpose, or by leaving it at that address;

( c ) subject to Article 47.3, by sending it in electronic form to a Person who has agreed (generally or
specifically) that the notice, document or information may be sent or supplied in that form (and has not
revoked that agreement); or

(d) subject to the provisions of the Companies Act, by making it available on a website, provided that the
requirements in (i) to (iv) below are satisfied.

The requirements referred to in paragraph (d) are that:

(i) the member has agreed (generally or specifically) that the notice, document or information may be
sent or supplied to him by being made available on a website (and has not revoked that agreement),
or the member has been asked by the Company to agree that the Company may send or supply
notices, documents and information generally, or the notice, document or information in question, to
him by making it available on a website and the Company has not received a response within the
period of 28 days beginning on the date on which the Company’s request was sent and the member
is therefore taken to have so agreed (and has not revoked that agreement);

(ii) the member is sent a notification of the presence of the notice, document or information on a
website, the address of that website, the place on that website where it may be accessed, and how it
may be accessed (notification of availability); and

(iii) in the case of a notice of meeting, the notification of availability states that it concerns a notice of a
Company meeting, specifies the place, time and date of the meeting, and states whether it will be an
annual general meeting, and

(iv) the notice, document or information continues to be published on that website, in the case of a
notice of meeting, throughout the period beginning with the date of the notification of availability
and ending with the conclusion of the meeting and in all other cases throughout the period specified
by any applicable provision of the Companies Act, or, if no such period is specified, throughout the
period of 28 days beginning with the date on which the notification of availability is sent to the
member, save that if the notice, document or information is made available for part only of that
period then failure to make it available throughout that period shall be disregarded where

49
 such failure is wholly attributable to circumstances which it would not be reasonable to have
expected the Company to prevent or avoid.

47.3 The Board may from time to time issue, endorse or adopt terms and conditions relating to the use of electronic
means for the sending of notices, other documents and proxy appointments by the Company to members or Persons
entitled by transmission and by members or Persons entitled by transmission to the Company.

47.4 In the case of joint holders of a share:

(a) it shall be sufficient for all notices, documents and other information to be given, sent or supplied to the
joint holder whose name stands first in the register of members in respect of the joint holding (first named
holder) only and any notice, document or other information so sent shall be deemed for all purposes sent to
all the joint holders; and

(b ) the agreement of the first named holder that notices, documents and information may be given, sent or
supplied in electronic form or by being made available on a website shall be binding on all the joint holders.

47.5 The Company may at any time and at its sole discretion choose to give, send or supply notices, documents and
information only in hard copy form to some or all members.

47.6 For the avoidance of doubt, the provisions of Articles 47.1 to 47.5 are subject to Article 17.5.

47.7 A member present either in person or by proxy, or in the case of a corporate member by a duly authorised
representative, at any meeting of the Company or of the holders of any class of shares shall be deemed to have
received notice of the meeting and, where requisite, of the purposes for which it was called.

47.8 Every Person who becomes entitled to a share shall be bound by any notice in respect of that share which, before
his name is entered in the register of members, has been given to the Person from whom he derives his title, but this
Article 47.8 does not apply to a notice given under section 793 of the Companies Act.

47.9 Subject to the Companies Act, where by reason of the suspension or curtailment of postal services, the Company is
unable effectively to give notice of a general meeting, the general meeting may be convened by public
announcement. The Company shall send a copy of the notice to members in the same manner as it sends notices
under Articles 47.1 to 47.5 inclusive if at least seven clear days before the meeting the posting of notices again
becomes practicable.

47.10 Subject to the Companies Act, any notice, document or information to be given, sent or supplied by the Company
to the members or any of them, not being a notice to which Article 47.9 applies, shall be sufficiently given, sent or
supplied if given by public announcement.

47.11 Any notice, document or information given, sent or supplied by the Company to the members or any of them:

(a) by hand shall be deemed to have been received by the member when it is handed to the member or left at
his registered address;

(b) by post, shall be deemed to have been received 24 hours after the time at which the envelope containing the
notice, document or information was posted unless it was sent by second class post or there is only one class
of post, or it was sent by air mail to

50
 an address outside the United Kingdom, in which case it shall be deemed to have been received 48 hours
after it was posted Proof that the envelope was properly addressed, prepaid and posted shall be conclusive
evidence that the notice, document or information was sent or supplied;

(c) by advertisement, shall be deemed to have been received on the day on which the advertisement appears;

(d) by electronic means, shall be deemed to have been received by the member on the day following that on
which it was sent or supplied Proof that a notice, document or information in electronic form was addressed
to the electronic address provided by the member for the purpose of receiving communications from the
Company shall be conclusive evidence that the notice, document or information was sent or supplied and
such notice, document or information shall be deemed received by the member at that time notwithstanding
that the Company becomes aware that the member has filed to receive the relevant notice, document or
information for any reason and notwithstanding that the Company subsequently sends or supplies a hard
copy of such document or information by post to the member;

(e) by making it available on a website, shall be deemed to have been received on the date on which the notice,
document or information was first made available on the website or, if later, when the member is deemed to
have been received notification of the fact that the notice, document or information was available on the
website in accordance with this Article 47.11 and such notice, document or information shall be deemed
received by the member on that day notwithstanding that the Company becomes aware that the member has
filed to receive the relevant document or information for any reason and notwithstanding that the Company
subsequently sends a hard copy of such notice, document or information by post to the member, or

(f) by means of a Depositary, shall be deemed to have been received 24 hours after the Company, or Person
acting on the Company’s behalf, gives the notice, document or information to the Depositary.

47.12 Any notice, document or information may be given, sent or supplied by the Company to the Person entitled to a
share in consequence of the death or bankruptcy of a member or otherwise by operation of Law by sending or
delivering it in any manner that the Company may choose authorised by these Articles for the sending of notice,
document or information to a member addressed to that Person by name, or by the title of representative of the
deceased or trustee of the bankrupt or by any similar description, at the address, if any, as may be supplied for that
purpose by the Person claiming to be so entitled. Until such an address has been supplied, a notice may be given in
any manner in which it might have been given if the death or bankruptcy or other event giving rise to the
transmission had not occurred.

47.13 If on three consecutive occasions, or on one occasion and reasonable enquiries have failed to establish the
member’s address, notices, documents or information sent or supplied to a member by post have been returned
undelivered, the member shall not be entitled to receive any subsequent notice, document or information until he
has supplied to the Company (or its agent) a new registered address or a postal address, or shall have informed the
Company, in such a manner as may be specified by the Company, of an electronic address. For the purposes of this
Article 47.13, references to notices, documents or information include references to a cheque or other instrument of
payment, but nothing in this Article 47.13 entitles the Company to cease sending any cheque or other instrument of
payment for any dividend, unless it is otherwise so entitled under these Articles. Without prejudice to the generality
of the foregoing, any notice of a general meeting of the Company which is in fact

51
 sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the
proceedings at such general meeting.

47.14 Where a document is required under these Articles to be signed by a member or any other Person, if the document
is in electronic form, then in order to be valid the document must either:

( a ) incorporate the electronic signature, or personal identification details (which may be details previously
allocated by the Company), of that member or other Person, in such form as the Directors may approve; or

( b ) be accompanied by such other evidence as the Directors may require in order to be satisfied that the
document is genuine.

The Company may designate mechanisms for validating any such document and a document not validated by the
user of any such mechanisms shall be deemed as having not been received by the Company. In the case of any
document or information relating to a meeting, an instrument of proxy or invitation to appoint a proxy, any
validation requirements shall be specified in the relevant notice of meeting in accordance with Article 17.4 and
paragraph (b) of Article 23.6.

48. DESTRUCTION OF DOCUMENTS

48.1 The Company shall be entitled to destroy:

(a) any instrument of transfer of shares which have been registered, and all other documents on the basis of
which any entry is made in the register, at any time after the expiration of six years from the date of
registration;

(b) any dividend mandate, variation or cancellation of dividend mandates, and notification of change of name
or address, at any time after two years from the date on which it is recorded;

(c) any share certificate which has been cancelled at any time after the expiration of one year from the date on
which it is cancelled;

(d) all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual
payment;

(e) all proxy appointments which have been used for the purpose of a poll at any time after the expiration of
one year from the date of use;

(f) all proxy appointments which have not been used for the purpose of a poll at any time after one month from
the end of the meeting to which the proxy appointment relates and at which no poll was demanded; and

(g ) any other document on the basis of which an entry in the register of members is made, after six years from
the date on which it is made.

Any document referred to in this Article 48.1 may be destroyed earlier than the relevant date authorised, provided
that a permanent record of the document is made which is not destroyed before that date.

48.2 It shall be conclusively presumed in favour of the Company that:

52
 ( a ) every entry in the register of members purporting to have been made on the basis of an instrument of
transfer or other document destroyed in accordance with Article 48.1 was duly and properly made;

(b) that every instrument of transfer destroyed in accordance with Article 48.1 was a valid and effective
instrument duly and properly registered;

(c) that every share certificate destroyed in accordance with Article 48.1 was a valid and effective certificate
duly and properly cancelled; and

(d) that every other document destroyed in accordance with Article 48.1 was a valid and effective document in
accordance with the particulars in the records of the Company.

provided that

(i) Article 48.1 shall apply only to the destruction of a document in good faith and without notice of
any claim (regardless of the parties to it) to which the document might be relevant;

(ii) nothing in Article 48.1 shall be construed as imposing upon the Company any liability in respect of
the destruction of any such document otherwise than in accordance with Article 48.1 which would
not attach to the Company in the absence of Article 48.1; and

(iii) references in Article 48.1 to the destruction of any document include references to the disposal of it
in any manner.

49. WINDING UP

49.1 If the Company commences liquidation, the liquidator may, with the sanction of a special resolution of the
Company and any other sanction required by Law, subject to the provisions of the Companies Act:

( a ) divide among the members in specie the whole or any part of the assets, whether they shall consist of
property of the same kind or not, of the Company and may, for that purpose, value any assets as he deems
fair and determine how the division shall be carried out as between the members or different classes of
members; and

(b) vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he may
with the like sanction determine;

but no member shall be compelled to accept any assets upon which there is a liability.

49.2 The power of sale of a liquidator shall include a power to sell wholly or partially for shares or debentures or other
obligations of another body corporate, either then already constituted or about to be constituted for the purpose of
carrying out the sale.

50. INDEMNITY AND INSURANCE

50.1 Subject to the provisions of the Companies Act and applicable Law, the Company shall exercise all the powers of
the Company to:

(a) indemnify to any extent any person who is or was a Director, or a Director of any associated company,
directly or indirectly (including by funding any expenditure incurred or to be incurred by him) against any
loss or liability, whether in connection with any proven or alleged negligence, default, breach of duty or
breach of trust by him or otherwise, in relation to the Company or any associated company; and/or

53
 (b) indemnify to any extent any person who is or was a Director of an associated company that is a trustee of an
occupational pension scheme, directly or indirectly (including by funding any expenditure incurred or to be
incurred by him) against any liability incurred by him in connection with the Company’s activities as trustee
of an occupational pension scheme;

including without limitation insurance against any loss or liability or any expenditure he may incur, whether in
connection with any proven or alleged act or omission in the actual or purported execution or discharge of his duties
or in the exercise or purported exercise of his powers or otherwise in relation to this duties, power or offices,
whether comprising negligence, default, breach of duty, breach of trust or otherwise, in relation to the relevant body
or fund.

50.2 Subject to the provisions of the Companies Act, the Company may exercise all the powers of the Company to
purchase and maintain insurance for or for the benefit of any person who is or was:

( a ) a Director, officer or employee of the Company, or any body corporate which is or was the holding
company or subsidiary undertaking of the Company, or in which the Company or such holding company or
subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or
such holding company or subsidiary undertaking is or was in any way allied or associated; or

( b ) a trustee of any pension fund in which employees of the Company or any other body referred to in
paragraph (a) of this Article 50.2 are or have been interested;

including without limitation insurance against any loss or liability or any expenditure he may incur, whether in
connection with any proven or alleged act or omission in the actual or purported execution or discharge of his duties
or in the exercise or purported exercise of his powers or otherwise in relation to this duties, power or offices,
whether comprising negligence, default, breach of duty, breach of trust or otherwise, in relation to the relevant body
or fund

50.3 No Director of former Director shall be accountable to the Company or the members for any benefit provided
pursuant to these Articles. The receipt of any such benefit shall not disqualify any person from being or becoming a
Director.

51. DISPUTE RESOLUTION

51.1 The courts of England and Wales shall have exclusive jurisdiction to determine any and all disputes brought by a
member in that member’s capacity (whether in its own name or in the name of the Company) as such against the
Company and/or the Board and/or any of the Directors individually or collectively, arising out of or in connection
with these Articles or any non-contractual obligations arising out of or in connection with these Articles.

51.2 The governing Law of these Articles is the Law of England and Wales and these Articles shall be interpreted in
accordance with the Laws of England and Wales.

51.3 For the purposes of Article 51.1, Director shall be read so as to include each and any Director of the Company from
time to time in his capacity as such or as an employee of the Company and shall include any former Director of the
Company.

54
 Exhibit 3.1

EXECUTION VERSION

AMENDED AND RESTATED

SHAREHOLDER AGREEMENT

BETWEEN

GRUPO VILLAR MIR, S.A.U.

AND

FERROGLOBE PLC

Dated as of November 21, 2017

 TABLE OF CONTENTS

Page

ARTICLE I

Certain Definitions

SECTION 1.01. Defined Terms 1

SECTION 1.02. Other Definitional Provisions 4

ARTICLE II

Holdco

SECTION 2.01. Ownership; Shares 4

ARTICLE III

Management and Operations of Holdco

SECTION 3.01. Board of Directors 5

SECTION 3.02. Required Delay; Abstention 6

ARTICLE IV

Preemptive Rights

SECTION 4.01. Preemptive Rights 6

SECTION 4.02. Exceptions From Preemptive Rights 7
SECTION 4.03. Nonintervention by Holdco 7
SECTION 4.04. Certain Issues of Shares 7

ARTICLE V

Standstill Provisions

SECTION 5.01. Standstill 7

SECTION 5.02. Nonintervention by Holdco 8

ARTICLE VI

Transfers

SECTION 6.01. Restrictions on Transfers 9

SECTION 6.02. Permitted Transfers 10

i
 ARTICLE VII

Representations and Warranties

SECTION 7.01. Representations and Warranties of Grupo VM 11

SECTION 7.02. Representations and Warranties of Holdco 12

ARTICLE VIII

Miscellaneous

SECTION 8.01. Term and Termination of Agreement 12

SECTION 8.02. Confidentiality Agreement 13
SECTION 8.03. Notices 13
SECTION 8.04. Severability 14
SECTION 8.05. Entire Agreement; Amendments and Waivers 15
SECTION 8.06. Assignment 15
SECTION 8.07. Parties in Interest 15
SECTION 8.08. Mutual Drafting 15
SECTION 8.09. Governing Law; Consent to Jurisdiction 16
SECTION 8.10. Counterparts 16
SECTION 8.11. Delivery by Facsimile or Email 16
SECTION 8.12. Specific Performance 16
SECTION 8.13. Process Agent 16

SCHEDULES

SCHEDULE I Percentage Interest

ii
 AMENDED AND RESTATED SHAREHOLDER AGREEMENT (as it may be amended, restated,
supplemented or otherwise modified from time to time, this “Agreement”), dated as of [•], 2017, between Grupo Villar
Mir, S.A.U., a public limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and
Ferroglobe PLC, a public limited company incorporated under the laws of England (“Holdco”).

WHEREAS, on the Effective Date, Holdco issued Shares to Grupo VM pursuant to the Business
Combination Agreement;

WHEREAS the parties hereto originally entered into this Agreement as of December 23, 2015, to
govern certain rights, obligations and interests of Grupo VM with respect to Holdco; and

WHEREAS the parties hereto desire to amend and restate this Agreement, as originally executed by the
parties as of December 23, 2015, to provide for certain amendments set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

Certain Definitions

SECTION 1.01. Defined Terms. (a) In this Agreement, the following terms shall have the meanings
set forth below:

“Affiliate” shall mean, with respect to any specified Person, any other Person that, directly or indirectly,
through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified
Person. Notwithstanding the foregoing, (i) neither Holdco nor any Person Controlled by Holdco shall be deemed to be
an “Affiliate” of Grupo VM or of any Affiliate of Grupo VM and (ii) neither Grupo VM nor any Affiliate thereof shall
be deemed to be an “Affiliate” of any other Shareholder or any Affiliate thereof by virtue of its Shares.

“Articles of Association” shall mean the Articles of Association of Holdco, as the same may be
amended or supplemented from time to time.

“beneficial owner” shall mean any Person deemed to be the beneficial owner pursuant to Rule 13d-3
under the Exchange Act; provided, however, that, notwithstanding anything in Rule 13d-3(d)(1)(i) to the contrary, the
determination of the “beneficial owner” shall be made after giving effect to the conversion of all options, warrants,
rights and convertible or other similar securities outstanding as of any date in question. The term “beneficial
ownership” shall have a correlative meaning.

“Business Combination Agreement” shall mean the Amended and Restated Business Combination
Agreement among GSM, FA, Grupo VM, Holdco and Gordon Merger Sub, Inc., a Delaware corporation, dated as of
May 5, 2015, as amended on September 10, 2015, and November 11, 2015.

1
 “Casual Vacancy” shall mean a vacancy on the Board of Directors that arises as a result of: (a) the
death, resignation or removal of a director, (b) the failure of a director candidate to be elected or re-elected at any
annual general meeting because a majority of the Shares voted at that annual general meeting voted against such
director candidate or (c) the Board of Directors deciding not to nominate a director candidate for election or re-election
at any annual general meeting when a majority of the Grupo VM Directors have voted, at the relevant meeting of the
Board of Directors prior to that annual general meeting, against nominating that director candidate for election or re-
election at that annual general meeting.

“Contract” shall mean, as to any Person, any contract, lease, easement, license, instrument or
understanding to which the applicable Person is a party.

“Control” shall mean, as to any Person, the possession, directly or indirectly or as trustee or executor, of
the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of
shares or other equity securities or as trustee or executor, by Contract or otherwise. The terms “Controlled” and
“Controlling” shall have a correlative meaning.

“Covered Equity Securities” shall mean any equity securities of Holdco or any Holdco Subsidiary.

“Effective Date” shall mean December 23, 2015.

“equity security” shall have the meaning given to such term in Rule 405 under the Securities Act.

“Exchange” shall mean the stock exchange in which Holdco maintains its primary listing, and in all
events will be the Nasdaq so long as listed thereon.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

“FA” shall mean Grupo FerroAtlántica, S.A.U., a Spanish public limited liability company in the form
of a sociedad anónima.

“Governmental Authority” shall mean any national, federal, state, county, municipal, local or foreign
government, or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory,
taxing or administrative functions of or pertaining to government, and any arbitrator or arbitral body or panel of
competent jurisdiction.

“Grupo VM Director” shall mean (a) initially, Javier López Madrid, Manuel Garrido y Ruano and Juan
Villar-Mir de Fuentes and (b) thereafter, any Grupo VM Nominee elected or appointed to the Board of Directors in
accordance with the Articles of Association and this Agreement.

“GSM” shall mean Globe Specialty Metals, Inc., a Delaware corporation.

2
 “Holdco Equity Securities” shall mean the Shares and any other equity securities of Holdco.

“Holdco Subsidiary” shall mean any direct or indirect Subsidiary of Holdco.

“Law” shall mean any federal, state, provincial, municipal, local or foreign law, statute, code,
ordinance, rule, regulation, circular, order, judgment, writ, stipulation, award, injunction, decree or arbitration award or
finding.

“Maximum Number” shall mean (a) three, if Grupo VM’s Percentage Interest is greater than 25%, (b)
two, if Grupo VM’s Percentage Interest is greater than 15% but not greater than 25% and (c) one, if Grupo VM’s
Percentage Interest is greater than 10% but not greater than 15%.

“Percentage Interest” shall mean, with respect to any Shareholder, the percentage of the total issued and
outstanding Shares of Holdco owned by that Shareholder.

“Permitted Maximum Percentage” shall mean the Percentage Interest of Grupo VM and its Affiliates as
of the Effective Date.

“Person” shall mean any individual, corporation, limited company, limited liability company,
partnership, association, trust, unincorporated organization, Governmental Authority, other entity or group (as defined
in Section 13(d) of the Exchange Act).

“Registration Rights Agreement” shall mean the Registration Rights Agreement among Grupo VM,
Holdco and Alan Kestenbaum, dated as of December 23, 2015.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

“Shareholders” shall mean the shareholders of Holdco.

“Shares” shall mean Ordinary Shares (as defined in the Articles of Association).

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership, joint venture or other
legal entity of which such Person (either alone or through or together with any other Subsidiary), owns, directly or
indirectly, a majority of the stock or other equity interests the holders of which are generally entitled to vote for the
election of the board of directors or other governing body of such corporation, partnership, joint venture or other legal
entity, or any Person that would otherwise be deemed a “subsidiary” under Rule 12b-2 promulgated under the
Exchange Act.

“Sunset Date” shall mean the first date after the Effective Date on which Grupo VM and its Affiliates in
the aggregate beneficially own less than 10% of the issued and outstanding Shares.

3
 (b) Each of the following terms is defined in the Section listed opposite such term:

Term Defined in
“Agreement” Preamble
“Board of Directors” Section 3.01(a)
“Grupo VM” Preamble
“Grupo VM Nominee” Section 3.01(b)
“Holdco” Preamble
“Nominations Committee” Section 3.01(b)
“Notice of Primary Offering” Section 4.01
“Permitted Transfer” Section 6.02
“Transfer” Section 6.01(a)
“Working Hours” Section 8.03(b)

SECTION 1.02. Other Definitional Provisions. (a) For purposes of this Agreement, whenever the
context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the
feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter
gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and
“including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be
followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are
intended to refer to a party to this Agreement or the parties to this Agreement. Except as otherwise indicated, all
references in this Agreement to “Sections,” “Exhibits” and “Schedules” are intended to refer to Sections of this
Agreement and Exhibits and Schedules to this Agreement. Unless otherwise specifically provided for herein, the term
“or” shall not be deemed to be exclusive.

(b) Any agreement, instrument, statute or regulation defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such agreement, instrument, statute or regulation as
from time to time amended, consolidated, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also
to its permitted successors and assigns.

ARTICLE II

Holdco

SECTION 2.01. Ownership; Shares. Schedule I sets forth the number of Shares Grupo VM owns
and its related Percentage Interest, as of December 31, 2016.

4
 ARTICLE III

Management and Operations of Holdco

SECTION 3.01. Board of Directors.

(a) As of the date of this Agreement, the board of directors of Holdco (the “Board of Directors”)
has three Grupo VM Directors.

(b) Prior to the Sunset Date, subject to and in accordance with this Section 3.01, Grupo VM shall
have the right to submit the names of one or more director candidates (each such candidate, a “Grupo VM Nominee”)
to the nominations committee of the Board of Directors, or other committee performing the functions of nominating
directors for election to the Board of Directors (the “Nominations Committee”), for consideration to be nominated or
appointed as a director. The Nominations Committee shall evaluate the qualifications of each Grupo VM Nominee to
serve as a director and, in the event of a favorable evaluation, recommend that the Board of Directors nominate or, in
the event of a Casual Vacancy, appoint such Grupo VM Nominee. If the Nominations Committee does not
recommend a Grupo VM Nominee for nomination or appointment or the requisite approval of the Board of Directors is
not obtained in accordance with the Articles of Association, Grupo VM shall, in good faith and as promptly as possible
but in all cases within thirty (30) days, submit the names of one or more additional (but not the same) Grupo VM
Nominees for approval in accordance with the foregoing sentence. Grupo VM shall continue to submit the names of
additional (but not the same) Grupo VM Nominees in accordance with this Section 3.01(b) until such time as the
favorable recommendation of the Nominations Committee and requisite approval of the Board of Directors are
obtained. The Board of Directors shall not fill a Casual Vacancy created by the death, resignation, removal or failure
to win re-election of a Grupo VM Director other than with a Grupo VM Nominee.

(c) Notwithstanding Section 3.01(b): (i) Grupo VM shall only have the right to submit a Grupo
VM Nominee for appointment to fill a Casual Vacancy if the Casual Vacancy was created by the death, resignation,
removal or failure to win re-election of a Grupo VM Director; (ii) Grupo VM shall not have the right to submit a
Grupo VM Nominee for appointment to fill a Casual Vacancy if the number of Grupo VM Directors equals or exceeds
the Maximum Number; and (iii) in connection with any meeting of Shareholders to elect directors, the number of
Grupo VM Nominees in the slate of nominees recommended by the Board of Directors shall not exceed the Maximum
Number.

(d) At any meeting of Shareholders to elect directors, the number of candidates proposed directly to
the Shareholders by Grupo VM and its Affiliates shall not exceed (i) the Maximum Number less (ii) the number of
Grupo VM Nominees included in the slate of nominees recommended by the Board of Directors.

(e) Holdco shall, during the term of this Agreement, subject to applicable Law, include any person
nominated as a director in accordance with the Articles of Association and this Agreement in the slate of nominees
recommended by the Board of Directors to the Shareholders, and included in the related Holdco notice of annual or
other general meeting,

5
voting ballots, proxy notice, or proxy statement (if applicable) and proposed as a resolution at such annual or general
meeting, for election to the Board of Directors at any annual or other general meeting of Shareholders at which
directors are to be elected.

SECTION 3.02. Required Delay; Abstention.

(a) If a majority of the Grupo VM Directors vote against the nomination of any director candidate
at the relevant meeting of the Board of Directors, the Board of Directors shall not nominate such director candidate, or
any alternative director candidate, for election to the Board of Directors for a period of fifteen (15) days, during which
the Grupo VM Directors and the directors who are “independent” (as defined in the Articles of Association) shall
discuss the nomination and seek to resolve any disagreement.

(b) If the Nominations Committee has recommended two successive director candidates for
appointment to the Board of Directors to fill the same Casual Vacancy caused by the death, resignation, removal or
failure to win re-election of a director (other than a Grupo VM Director or the CEO) and a majority of the Grupo VM
Directors have voted against each of those director candidates, the Grupo VM Directors shall abstain from voting in
relation to the appointment of any third director candidate who the Nominations Committee may recommend to fill
such Casual Vacancy. Any candidate recommended by the Nominations Committee under this Section 3.02(b) shall
not be any director candidate (i) whose appointment was previously opposed by a majority of the Grupo VM Directors
(unless the Grupo VM Directors have withdrawn their opposition), (ii) who had previously resigned as a director or
(iii) who failed to be elected or re-elected at any annual general meeting because a majority of the Shares voted at that
annual general meeting voted against such director candidate.

ARTICLE IV

Preemptive Rights

SECTION 4.01. Preemptive Rights. Grupo VM shall have preemptive rights to subscribe for up to
its Percentage Interest of any issue of Covered Equity Securities by Holdco or any Holdco Subsidiary for cash or non-
cash consideration, in each case on the same terms and at the same price per Covered Equity Security offered to each
offeree. Prior to any such issuance of Covered Equity Securities, Holdco shall first deliver written notice to Grupo VM
of the proposed primary offering, including the number and terms of the Covered Equity Securities to be sold, the
proposed price per Covered Equity Security and other relevant terms of the issue and the proposed closing date for
such transaction (“Notice of Primary Offering”). Grupo VM shall have a period of sixty (60) days after delivery of the
Notice of Primary Offering to elect to subscribe for a number of Covered Equity Securities, up to a maximum of the
Percentage Interest of Grupo VM immediately prior to such issue multiplied by the number of Covered Equity
Securities being issued. This right shall be exercised by Grupo VM, if at all, by delivery of written notice to
Holdco. A failure to deliver such notice to Holdco shall be deemed an election by Grupo VM not to participate in the
offering, but shall not waive Grupo VM’s rights with respect to future offerings. An election by Grupo VM to
subscribe shall constitute an agreement to purchase that number of Covered Equity Securities so elected on the terms
contained in the Notice of Primary Offering.

6
 SECTION 4.02. Exceptions From Preemptive Rights. The preemptive rights of Grupo VM in
Section 4.01 shall not apply to any issue by Holdco of Shares: (a) pursuant to any share split, share dividend or similar
corporate action, (b) pursuant to a firm-commitment underwritten public offering of Shares for cash, with the number
of Shares issued in any 12-month period pursuant to such offering not to exceed 10% of the Shares issued and
outstanding immediately prior to such 12-month period, (c) in connection with the acquisition of any Person or the
purchase of the assets or properties of any Person to the extent such Shares are not issued for cash consideration, (d) in
connection with the bona fide sale by Holdco or any Holdco Subsidiary of all or substantially all of the equity
securities of one or more Holdco Subsidiaries or (e) pursuant to an employee share plan, incentive plan, restricted share
plan or other similar benefit plan, program or agreement approved by the Board of Directors.

SECTION 4.03. Nonintervention by Holdco. Holdco shall not, and shall not permit any of its
Subsidiaries to, take any action that directly impairs the ability of Grupo VM to exercise its preemptive rights under this
Article IV.

SECTION 4.04. Certain Issues of Shares. Holdco shall not issue any Shares in connection with the
acquisition of any Person or the purchase of the assets or properties of any Person if the aggregate number of Shares to
be issued in any single acquisition or purchase would exceed 20% of the issued and outstanding Shares immediately
prior to such issue, without the prior approval of the holders of the Shares by ordinary resolution.

ARTICLE V

Standstill Provisions

SECTION 5.01. Standstill.

(a) Prior to the Sunset Date, neither Grupo VM nor any Affiliate of Grupo VM shall: (i) effect,
agree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or
participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly, (A)
any acquisition of any Holdco Equity Securities (or beneficial ownership thereof), or any assets, indebtedness or
businesses of Holdco or any Holdco Subsidiary, (B) any tender or exchange offer, merger or other business
combination involving Holdco or any Holdco Subsidiary or assets of Holdco or any Holdco Subsidiary constituting a
significant portion of the consolidated assets of Holdco and the Holdco Subsidiaries, (C) any recapitalization,
restructuring, liquidation, dissolution, change of Control or other extraordinary transaction with respect to Holdco or
any Holdco Subsidiary, or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to
vote any equity securities of Holdco; (ii) form, join or in any way participate in a “group” (as defined under the
Exchange Act) with respect to Holdco or otherwise act in concert with any Person or group in respect of any equity
securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to
seek representation on the Board of Directors; (iv) take any action which would or would reasonably be expected to
cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in
clause (i) above; (v) enter into any discussions or arrangements with any Person with

7
respect to any of the foregoing or (vi) request that Holdco amend or waive any provision of this Section 5.01(a).

(b) Section 5.01(a) shall not prohibit: (i) any transaction, discussions or arrangements solely
between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to an equity incentive or similar plan
established by the Board of Directors for members of the Board of Directors in their capacities as such; (iii) any
acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by
Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares “regular-way” on the Nasdaq or other
recognized securities exchange if immediately subsequent to such purchase, the aggregate Percentage Interests of
Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage as of immediately prior to such
purchase; (vi) any transaction previously approved by the Board of Directors in accordance with this Agreement and
actions in furtherance thereof; (vii) any action expressly permitted by this Agreement or the Registration Rights
Agreement; (viii) Grupo VM or any Grupo VM Director from engaging in non-public discussions with the Board of
Directors regarding one or more transactions that would otherwise be prohibited by Section 5.01 so long as such
discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law,
including requirements of the SEC, and (ix) at any time after the third anniversary of the Effective Date, an acquisition
of Shares for cash pursuant to a takeover offer made to all holders of Shares for all Shares if such takeover offer (A)
complies with all applicable requirements of the SEC, and (B) has a non-waivable condition that it be accepted by
holders of a majority of Shares not held by Grupo VM and its Affiliates.

(c) Section 5.01(a) shall also not prohibit or prevent Grupo VM or any of its Affiliates from
acquiring securities of, or from entering into any merger or other business combination with, another Person that owns,
beneficially or otherwise, any Holdco Equity Securities; provided, however, that (i) such Person shall not have
acquired such Holdco Equity Securities in contemplation of Grupo VM or such Affiliate acquiring the securities of, or
entering into any such merger or other business combination with, such Person, (ii) the ownership of such Holdco
Equity Securities by such Person shall not be a material reason for Grupo VM or such Affiliate acquiring the securities
of, or entering into any such merger or other business combination with, such Person, and (iii) such Person shall not
own, beneficially or otherwise, greater than 1% of the Holdco Equity Securities then-outstanding.

(d) If (i) the aggregate Percentage Interest of Grupo VM and its Affiliates falls below 30% (other
than as a result of an issuance or offering of Shares by Holdco with respect to which Grupo VM and its Affiliates did
not have preemptive rights) and (ii) Grupo VM or any of its Affiliates subsequently purchases any Shares pursuant to
Section 5.01(b)(v) and as a result of such purchase the aggregate Percentage Interests of Grupo VM and its Affiliates
exceeds 30%, then Grupo VM will make a “mandatory bid” in compliance with Rule 9 of The City Code on
Takeovers and Mergers, without regard for whether Rule 9 or such Code is otherwise applicable.

SECTION 5.02. Nonintervention by Holdco. Holdco shall not, and shall not permit any of its
Subsidiaries to, take any action that would directly impair the ability of Grupo VM to exercise its rights under
Sections 5.01(b) and 5.01(c) or its obligations under Section 5.01(d).

8
 ARTICLE VI

Transfers

SECTION 6.01. Restrictions on Transfers.

(a) Grupo VM shall not, directly or indirectly, by operation of Law, Contract or otherwise, (i) offer,
transfer, sell, assign, pledge, hypothecate, encumber, gift or otherwise dispose of any beneficial ownership of, or
pecuniary interest in, any Covered Equity Securities (whether by sale, merger, consolidation, liquidation, dissolution,
dividend, distribution or otherwise), (ii) engage in any hedging, swap, forward contract or other transaction which is
designed to or which reasonably could be expected to lead to or result in a sale or disposition of beneficial ownership
of, or pecuniary interest in, any Covered Equity Securities, including any short sale or any purchase, sale or grant of
any right (including without limitation any put or call option) with respect to the Covered Equity Securities; or
(iii) enter into a short sale of, or trade in, derivative securities representing the right to vote or economic benefits of, the
Covered Equity Securities (in each case, a “Transfer”), other than in a Permitted Transfer (as defined below).

(b) Any Transfer not expressly permitted herein shall be null and void ab initio and of no effect,
and Holdco shall not record any such Transfer on its books or treat any purported transferee as the owner of Covered
Equity Securities for any purpose.

(c) If and to the extent Grupo VM holds any Shares in certificated form, Grupo VM hereby agrees,
as promptly as practicable after the date of this Agreement, to deliver certificates evidencing all of the Covered Equity
Securities held by Grupo VM to Holdco, and hereby authorizes and instructs Holdco (including through Holdco’s
transfer agent or registrar, as applicable), and Holdco agrees, not to register any Transfer of any of the Covered Equity
Securities held by Grupo VM, except as expressly permitted by this Agreement and in any event not before any
transferee of a Permitted Transfer has entered into a customary binding deed of adherence to this Agreement (if
required hereunder), and to legend the certificates evidencing such Covered Equity Securities. Holdco agrees that as
promptly as practicable after the date of this Agreement it shall (i) make a notation on its records and give instructions
to the transfer agent and registrar for the Covered Equity Securities not to permit, during the term of this Agreement,
the Transfer of the Covered Equity Securities held by Grupo VM and (ii) place (or cause the transfer agent and
registrar for the Covered Equity Securities to place) the legend described below in its registry of members and on any
certificates evidencing any Covered Equity Securities held by Grupo VM. Holdco agrees that, following the
termination of this Agreement, Holdco shall cause any restricted transfer instructions imposed pursuant to this Section
6.01(c) to be lifted and any legended certificates delivered pursuant to this Section 6.01(c) to be replaced with
certificates not bearing such legend.

Holdco shall note the following legend on its registry of members with respect to the Covered Equity
Securities held by Grupo VM in certificated form, and each certificate evidencing Covered Equity Securities shall bear
the following legend on the face thereof:

9
 “THE SHARES REPRESENTED BY CERTIFICATE NO. [___] ARE SUBJECT TO
RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET
FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF DECEMBER
23, 2015, BETWEEN HOLDCO AND GRUPO VM, COPIES OF WHICH SHAREHOLDER
AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF HOLDCO. THE SHARES
REPRESENTED BY CERTIFICATE NO. [___] MAY NOT BE VOTED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE
WITH SAID SHAREHOLDER AGREEMENT.”

SECTION 6.02. Permitted Transfers. Each of the following is a “Permitted Transfer”:

(a) any Transfer to an Affiliate of Grupo VM, so long as such Affiliate, to the extent it has not
already done so, executes a customary binding deed of adherence to this Agreement, in form and substance reasonably
acceptable to Holdco;

(b) any Transfer to Holdco or a Subsidiary of Holdco;

(c) any Transfer pursuant to a widely distributed public offering of Shares for cash;

(d) any Transfer of Shares effected through a “brokers’ transaction” as defined in Rule 144(g)
under the Securities Act;

(e) any Transfer of Shares pursuant to a privately-negotiated transaction to any purchaser who,
along with its Affiliates or any “group” (as defined under the Exchange Act) of which it is a member (to the extent
Grupo VM has knowledge of the existence and composition of such group after reasonable inquiry), immediately after
the consummation of such Transfer, would have beneficial ownership of less than 10% of outstanding Shares,
provided, that after reasonable inquiry, Grupo VM has no reason to believe that such purchaser is, or has the intent to
be, a Person who would be required to file a Schedule 13D (or successor form) under the Exchange Act disclosing an
intent other than for investment;

(f) any Transfer of Shares in connection with a public tender or similar takeover offer made to all
holders of Shares for all Shares if such public tender or similar takeover offer (i) complies with all applicable
requirements of the SEC, the Exchange and other applicable Law, (ii) is made on the same price per Share, with the
same form of consideration per Share and otherwise on the same terms and conditions to all holders of Shares
(provided, however, that if the holders of Shares are granted the right to elect to receive one of two or more alternative
forms of consideration, the foregoing provision shall be deemed satisfied if each holder of Shares is granted identical
election rights) and (iii) has a non-waivable condition that it be accepted by holders of a majority of the Shares not held
by Grupo VM or its Affiliates;

(g) any (i) pledge of (x) Covered Equity Securities or (y) depositary receipts issued by any
depositary, custodian or nominee in respect of Shares deposited with any depositary, custodian or nominee that holds
legal title to the Shares for the purposes of facilitating beneficial ownership of the Shares by Grupo VM, (ii) assignment
of such pledge and

10
(iii) Transfer to the pledgee pursuant to the enforcement of such pledge if, in all such cases, (A) such pledge or
assignment, as applicable, is in favor of a bona fide independent financial institution that is not a “state-owned
enterprise” (which term shall not include any publicly traded European financial institution in which some but not all of
the equity interests therein are owned by a Governmental Authority) and (B) as a condition to pledgee’s ability to take
ownership of such Covered Equity Securities, such pledgee or its assignee (as applicable) agrees to comply with the
restrictions in this Article VI with respect to such Covered Equity Securities (it being acknowledged and agreed that
such pledgee shall inure to the rights of Grupo VM and its Affiliates under the Registration Rights Agreement with
respect to such Covered Equity Securities); and

(h) any hedging, swap, forward or other derivative contract with respect to any Covered Equity
Securities, provided that (i) at no time shall the aggregate number of Covered Equity Securities underlying such
hedging, swap, forward or other derivative arrangements exceed 20% of the aggregate number of the Covered Equity
Securities held by Grupo VM and its Affiliates and (ii) Grupo VM shall not lend, or permit or authorizing the lending
of, any Covered Equity Security to any Person.

ARTICLE VII

Representations and Warranties

SECTION 7.01. Representations and Warranties of Grupo VM. Grupo VM represents and warrants
as of the date hereof as follows:

(a) Due Incorporation. It is duly incorporated, registered and validly existing under the laws of the
jurisdiction of its incorporation, and has the power and lawful authority to own its assets and properties and to carry on
its business as now conducted. It is duly licensed or qualified to do business in each jurisdiction in which it transacts
business, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a
material adverse effect on its consolidated financial condition or on its ability to perform its obligations under this
Agreement.

(b) Authority to Execute and Perform Agreement. It has the full right, power, authority and
approval required to enter into, execute and deliver this Agreement and to perform fully its obligations
hereunder. Assuming the due execution and delivery by Holdco, this Agreement constitutes the valid and binding
obligations of Grupo VM, enforceable in accordance with its terms, except as (i) such enforceability may be limited by
bankruptcy, insolvency, reorganization or moratorium or other similar laws affecting the enforcement of creditors’
rights generally, and (ii) the availability of remedies may be limited by equitable principles of general applicability.

(c) No Conflicts. The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereunder and the performance of this Agreement in accordance with the terms and
conditions thereof, will not conflict with or result in the breach or violation of any of the terms or conditions of, or
constitute (or with notice or lapse of time or both would constitute) a default under, (i) the certificate of incorporation,
by-laws or

11
other constitutive documents of Grupo VM; (ii) any instrument or Contract to which Grupo VM is a party or by or to
which it or its assets or properties are bound or subject; or (iii) any statute or any regulation, order, judgment or decree
of any Governmental Authority, except, in each case, for such breaches, violations or defaults that would not,
individually or in the aggregate, materially impair the ability of Grupo VM to perform its obligations under this
Agreement.

SECTION 7.02. Representations and Warranties of Holdco. Holdco represents and warrants as of
the date hereof as follows:

(a) Due Incorporation. It is duly incorporated, registered and validly existing under the laws of
England and has the power and lawful authority to own its assets and properties and to carry on its business as now
conducted. It is duly licensed or qualified to do business in each jurisdiction in which it transacts business, except
where the failure to be so licensed or qualified would not, individually or in the aggregate, have a material adverse
effect on its consolidated financial condition or on its ability to perform its obligations under this Agreement.

(b) Authority to Execute and Perform Agreement. It has the full right, power, authority and
approval required to enter into, execute and deliver this Agreement and to perform fully its obligations
hereunder. Assuming the due execution and delivery by Grupo VM, this Agreement constitutes the valid and binding
obligations of Holdco, enforceable in accordance with its terms, except as (i) such enforceability may be limited by
bankruptcy, insolvency, reorganization or moratorium or other similar laws affecting the enforcement of creditors’
rights generally, and (ii) the availability of remedies may be limited by equitable principles of general applicability.

(c) No Conflicts. The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereunder and the performance of this Agreement in accordance with the terms and
conditions thereof, will not conflict with or result in the breach or violation of any of the terms or conditions of, or
constitute (or with notice or lapse of time or both would constitute) a default under, (i) the Articles of Association as of
the date of this Agreement; (ii) any instrument or Contract to which Holdco is a party or by or to which it or its assets
or properties are bound or subject; or (iii) any statute or any regulation, order, judgment or decree of any Governmental
Authority, except, in each case, for such breaches, violations or defaults that would not, individually or in the
aggregate, materially impair the ability of Holdco to perform its obligations under this Agreement.

ARTICLE VIII

Miscellaneous

SECTION 8.01. Term and Termination of Agreement. (a) This Agreement shall continue in full
effect until the Sunset Date, and shall terminate immediately thereafter. Except as expressly set out in this Agreement,
neither party shall be entitled to rescind or terminate this Agreement in any circumstances whatsoever at any time, and
each party waives any rights of rescission or termination it may have.

12
 (b) Upon termination of this Agreement pursuant to Section 8.01(a), each party to this Agreement
shall release and discharge the other party from all claims or demands under or in connection with this Agreement,
except that (i) this Article VIII shall survive such termination and (ii) nothing herein shall relieve any party from
liabilities or damages incurred or suffered as a result of a Willful and Material Breach (as defined in the Business
Combination Agreement) by such party of any of its respective representations, warranties, covenants or other
agreements set forth in this Agreement.

SECTION 8.02. Confidentiality Agreement. Grupo VM hereby agrees that, notwithstanding any
other provision of this Agreement to the contrary, Grupo VM and its Affiliates may be provided confidential
information in accordance with and subject to the terms of a Confidentiality Agreement in the form attached hereto as
Exhibit A, which such Confidentiality Agreement has been mutually executed and delivered concurrently with the
execution and delivery of this Agreement.

SECTION 8.03. Notices. (a) Any notices or other communications required or permitted under, or
otherwise given in connection with, this Agreement shall be in writing and shall be given as follows:

If to Holdco, addressed to it at:

13
 Ferroglobe PLC
2nd Floor West Wing
Lansdowne House
57 Berkeley Square
London W1J 6ER
United Kingdom
Tel: +44 20 3129 2420
Attention: Chief Legal Officer and Corporate Secretary
Email: nick.deeming@ferroglobe.com

If to Grupo VM, addressed to it at:

Grupo Villar Mir, S.A.U.

Paseo de la Castellana, 259 D
28046 Madrid (SPAIN)
Tel: +34 915 56 73 47
Fax: +34 915 97 32 23
Attention: Manuel Garrido
Email: mgr@gvm.es

(b) Any notice or other communication given under this Agreement or in connection with the
matters contemplated herein shall, except where otherwise specifically provided, be in writing in the English language,
addressed as provided in Section 8.03(a) and served: (i) by leaving it at the relevant address in which case it shall be
deemed to have been given upon delivery to that address; (ii) by fax, in which case it shall be deemed to have been
given when despatched subject to confirmation of uninterrupted transmission by a transmission report; or (iii) by e-
mail, in which case it shall be deemed to have been given when despatched subject to confirmation of delivery by a
delivery receipt, provided that in the case of sub-clauses (ii) and (iii) any notice despatched other than between the
hours of 9:30 a.m. to 5:30 p.m. on a business day (“Working Hours”) shall be deemed given at the start of the next
period of Working Hours.

(c) Any party to this Agreement may notify the other parties of any change to its address or other
details specified in Section 8.03(a) provided that such notification shall only be effective on the date specified in such
notice or five (5) business days after the notice is given, whichever is later.

SECTION 8.04. Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms
and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any
other jurisdiction. If the final judgment of an arbitral tribunal or court of competent jurisdiction declares that any term
or provision hereof is invalid or unenforceable, the parties hereto agree that the arbitral tribunal or court making such
determination shall have the power to limit the term or provision, to delete specific words or phrases, or (to the extent
possible) to replace any invalid or unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and
this Agreement

14
shall be enforceable as so modified. In the event such arbitral tribunal or court does not exercise the power granted to it
in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid
and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes
of such invalid or unenforceable term.

SECTION 8.05. Entire Agreement; Amendments and Waivers. This Agreement constitutes the
complete, final and exclusive statement of the agreement among the parties pertaining to the subject matter hereof and
supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the
parties. No amendment, supplement, modification, rescission or waiver of this Agreement shall be binding unless
executed in writing by the parties hereto. Failure to insist upon strict compliance with any of the terms, covenants or
conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times, and no waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a continuing waiver unless otherwise expressly provided. The parties expressly
acknowledge that they have not relied upon any prior agreements, understandings, negotiations and discussions,
whether oral or written.

SECTION 8.06. Assignment. Grupo VM shall not assign any of its rights under this Agreement, in
whole or in part, to any Person, without first obtaining the prior written consent of Holdco, and any assignment in
contravention hereof shall be null and void; provided, that Grupo VM may assign this Agreement to an Affiliate in
connection with a Permitted Transfer if such Affiliate executes a customary binding deed of adherence to this
Agreement, in form and substance reasonably acceptable to Holdco. This Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties and their respective permitted successors and assigns.

SECTION 8.07. Parties in Interest. This Agreement shall be binding upon and inure solely to the
benefit of the parties (and their respective successors and assigns) and any pledgee or its assignee (as applicable)
pursuant to a Permitted Transfer, and nothing in this Agreement, express or implied, is intended to or shall confer upon
any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement or shall
be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this
Agreement.

SECTION 8.08. Mutual Drafting. Each party has participated in the drafting of this Agreement,
which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
provision.

15
 SECTION 8.09. Governing Law; Consent to Jurisdiction.

(a) This Agreement and any non-contractual rights or obligations arising out of or in connection
with it shall be governed by, and construed in accordance with, the laws of England.

(b) The parties irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue
or on the grounds that such proceedings have been brought in an inappropriate forum.

(c) For the purposes of this Section 8.09, “Dispute” means any dispute, controversy, claim or
difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a
dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the
consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising
out of, relating to, or having any connection with this Agreement.

SECTION 8.10. Counterparts. This Agreement may be executed in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.

SECTION 8.11. Delivery by Facsimile or Email. This Agreement, and any amendments hereto,
waivers hereof or consents hereunder, to the extent signed and delivered by facsimile or by email with scan attachment,
shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal
effects as if it were the original signed version thereof delivered in person. At the request of either party, the other
party shall re-execute original forms thereof and deliver them to the requesting party. No party shall raise the use of
facsimile or email to deliver a signature or the fact that any signature was transmitted or communicated by facsimile or
email with scan attachment as a defense to the formation of a legally binding contract, and each such party forever
waives any such defense.

SECTION 8.12. Specific Performance. The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent
actual or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any
courts of England or Wales or any state or foreign jurisdiction having jurisdiction, this being in addition to any other
remedy to which they are entitled at law or in equity. The parties waive, in connection with any action for specific
performance or injunctive relief, the defense of adequacy of remedies at law and any requirement under law to post a
bond or other security or prove damages as a prerequisite to obtaining equitable relief.

SECTION 8.13. Process Agent. Without prejudice to any other permitted mode of service, the
parties agree that service of any claim form, notice or other document for the purpose of or in connection with any
action or proceeding in England or Wales arising out of or

16
in any way relating to this Agreement shall be duly served upon Grupo VM if it is delivered personally or sent by
recorded or special delivery post (or any substantially similar form of mail) to FERROATLÁNTICA
INTERNATIONAL LIMITED, 125 Old Broad Street, EC2N 1AR London, United Kingdom (marked for the
attention of the Secretary of the Company) or such other person and address in England or Wales as such party shall
notify all the other parties in writing from time to time, whether or not such claim form, notice or other document is
forwarded to the relevant party or received by such party.

[remainder of page intentionally left blank]

17
 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its
respective officers thereunto duly authorized on the date first above written.

GRUPO VILLAR MIR, S.A.U.,

by
/s/ Manuel Garrido
Name: Manuel Garrido
Title: CFO

FERROGLOBE PLC,

by
/s/ Pedro Larrea Paguaga
Name: Pedro Larrea Paguaga
Title: CEO

[Signature Page to Grupo VM Shareholder Agreement]

 Schedule I

Percentage Interest
Shareholders Number of Shares as of December 31, 2016
Grupo VM 94,555,000 55%
 Schedule I

Exhibit A

Confidentiality Agreement

[Attached.]
November 21, 2017

Grupo Villar Mir, S.A.U.

Paseo de la Castellana, 259 D
28046 Madrid (SPAIN)
Attention: Javier López Madrid
Re: Amended and Restated Confidentiality and Access Rights Agreement

Ladies and Gentlemen:

Following the execution of that certain Shareholder Agreement, originally dated as of December 23,
2015, as amended and restated on November 21, 2017 (the “Agreement”), by and between Grupo Villar Mir, S.A.U.,
a public limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and Ferroglobe
PLC, a public limited company incorporated under the laws of England (“Holdco”), Grupo VM has been granted the
right to submit the names of one or more director candidates to the nominations committee of the board of directors of
Holdco (the “Board”) for consideration to be nominated or appointed as a director effective November 21,
2017. Holdco understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, each
member of the Board may, if and to the extent he or she desires to do so, disclose information each of them obtains
while serving as a member of the Board on a strictly confidential basis to you and your Representatives (as hereinafter
defined) and may discuss such information with such persons, subject to the terms and conditions of this letter
agreement. As a result, you may receive certain non-public information regarding Holdco. You acknowledge that this
information is proprietary to Holdco and may include trade secrets or other business information, the unauthorized
disclosure of which could harm Holdco. In consideration for, and as a condition of, non-public information being
furnished to you (and, subject to the restrictions in paragraph 2 below, your attorneys, advisors, affiliates, directors,
officers, members, partners and employees, collectively, “Representatives”), you agree to treat any and all information
concerning or relating to Holdco or any of its subsidiaries or affiliates that is furnished to you or your Representatives
(regardless of the manner in which it is furnished, including without limitation in written or electronic format or orally,
gathered by visual inspection or otherwise) by the Board, or by or on behalf of Holdco, together with any notes,
analyses, reports, models, compilations, studies, interpretations, documents or records containing, referring, relating to,
based upon or derived from such information, in whole or in part (collectively, “Confidential Information”), in
accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter
set forth.

1. The term “Confidential Information” does not include information that is or was (a) generally
available to the public other than as a result of disclosure by you or your Representatives in violation of this Agreement
(b) independently acquired by you or your Representatives without violating any of their obligations under this
Agreement or under any other contractual, legal, fiduciary or other binding obligation with or to Holdco, (c) available
to you or your Representatives on a non-confidential basis other than as a result of its disclosure to you or your
Representatives by Holdco or any
representative of Holdco, provided that, to your knowledge, the source of such information is not prohibited from
transmitting the information to you or your Representatives by a contractual, legal, fiduciary or other binding obligation
with or to Holdco or (d) provided to you on a non-confidential basis and in your possession prior to the date hereof.

2. You hereby agree that you and your Representatives will (a) keep the Confidential Information
strictly confidential and (b) not disclose any of the Confidential Information in any manner whatsoever without the
prior written consent of Holdco; provided, however, that you may disclose any of such information to your
Representatives (i) who need to know such information for the sole purpose of advising you in connection with your
investment in Holdco and (ii) who are informed by you in advance of the confidential nature of such information and
who are subject to confidentiality obligations to you with respect thereto; provided, further, that you will be
responsible for any violation of this letter agreement by your Representatives as if they were parties hereto.

3. In the event that you or any of your Representatives are required by applicable subpoena, legal
process or other legal requirement to disclose any of the Confidential Information, you will, when possible, promptly
notify (except where such notice would be legally prohibited) Holdco in writing and, where practicable, provide
reasonable cooperation, at Holdco’s expense, so that Holdco may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other
remedy or the receipt of a waiver from Holdco, you or any of your Representatives are nonetheless advised by your
legal counsel that you are legally compelled to disclose Confidential Information, you may, without liability hereunder,
disclose to such tribunal that portion of the Confidential Information which such counsel advises you is legally required
to be disclosed, provided that you notify the recipient of the existence of this letter agreement and your obligations
hereunder to maintain the confidentiality of the Confidential Information. In no event will you oppose any action by
Holdco to obtain a protective order, motion to quash or other relief to prevent the disclosure of the Confidential
Information or to obtain reliable assurance that confidential treatment will be afforded the Confidential Information. It
is understood that there shall be no “legal requirement” requiring you to disclose any Confidential Information solely
by virtue of the fact that, absent such disclosure, you would be prohibited from purchasing, selling, or engaging in
derivative or other transactions with respect to, Holdco’s ordinary shares or other securities of Holdco.

4. You acknowledge that (a) Holdco does not make any representation or warranty, express or
implied, as to the accuracy or completeness of any Confidential Information, and (b) Holdco shall not have any liability
to you or to any of your Representatives relating to or resulting from the use of the Confidential Information or any
errors therein or omissions therefrom.

5. All Confidential Information shall remain the property of Holdco. Neither you nor any of your
Representatives shall by virtue of any disclosure of and/or your use
of any Confidential Information acquire any rights with respect thereto, all of which rights (including all intellectual
property rights) shall remain exclusively with Holdco. No licenses or rights under any patent, copyright, trademark, or
trade secret are granted or are to be implied by this letter agreement.

6. You acknowledge, and will advise your Representatives, that the Confidential Information may
constitute material non-public information under applicable United States federal and state securities laws and that such
securities laws prohibit any person who has received material, non-public information concerning Holdco from
purchasing or selling securities of Holdco or from communicating such information to any other persons under
circumstances in which it is reasonably foreseeable that such person is likely to purchaser or sell such securities. You
further agree that you will not purchase or sell securities of Holdco in violation of applicable United States federal and
state securities laws.

7. You hereby represent and warrant to Holdco that this letter agreement has been duly authorized,
executed and delivered by you, and is a valid and binding obligation, enforceable against you in accordance with its
terms.

8. It is understood and agreed that no failure or delay by you or Holdco in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

9. The parties agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent actual or threatened
breaches of this Agreement and to enforce specifically the terms and provisions hereof in any courts of England or
Wales or any state or foreign jurisdiction having jurisdiction, this being in addition to any other remedy to which they
are entitled at law or in equity. The parties waive, in connection with any action for specific performance or injunctive
relief, the defense of adequacy of remedies at law and any requirement under law to post a bond or other security or
prove damages as a prerequisite to obtaining equitable relief.

10. At any time upon the written request of Holdco for any reason, you will promptly deliver to
Holdco or destroy all Confidential Information (and all copies thereof) furnished to you by or on behalf of Holdco;
provided, however, that in the event you destroy such Confidential Information, you shall provide Holdco with a
certificate of an officer of Grupo VM certifying such destruction. Notwithstanding the foregoing, you (a) may retain a
copy of the Confidential Information in order to comply with applicable law, regulation or professional standards, and
(b) to the extent that Confidential Information is retained in standard archival or computer back-up system in the
ordinary course of business, such retained Confidential Information shall not be required to be destroyed, provided,
that, such retained Confidential Information shall remain subject to
the terms of this letter agreement for so long as retained by you. Notwithstanding the return or destruction of
Confidential Information, you will continue to be bound by the confidentiality and other obligations set forth in this
letter agreement.

11. You and your Representatives will, upon reasonable notice, have reasonable access, during
normal business hours, to Holdco employees, properties, books, contracts and records and Holdco will furnish
promptly, upon reasonable request, all information that may be reasonably requested concerning its business, properties
and personnel for use that is reasonably related to your shareholding in Holdco; provided, however, that Holdco shall
not be required to provide access to or disclose information where such information or access would, in the reasonable
judgment of Holdco, (a) breach any contract with any third party, (b) constitute a waiver of the attorney-client or other
privilege held by Holdco or (c) otherwise violate any applicable law. In the event any of the restrictions in clauses (a)
through (c) of the foregoing sentence shall apply, Holdco shall advise you of the subject matter of any such information
that cannot be disclosed and shall use its commercially reasonable efforts to make appropriate alternate disclosure
arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and
to ensure compliance with applicable laws.

12. (a) This Agreement and any non-contractual rights or obligations arising out of or in connection
with it shall be governed by, and construed in accordance with, the laws of England.

(b) The parties irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue
or on the grounds that such proceedings have been brought in an inappropriate forum.

(c) For the purposes of this letter agreement, “Dispute” means any dispute, controversy, claim or
difference of whatever nature arising out of, relating to, or having any connection with this letter agreement, including
a dispute regarding the existence, formation, validity, interpretation, performance or termination of this letter agreement
or the consequences of its nullity and also including any dispute relating to any noncontractual rights or obligations
arising out of, relating to, or having any connection with this letter agreement.

13. This letter agreement contains the entire understanding of the parties withrespect to the subject
matter hereof and thereof and may be amended only by an agreement in writing executed by the parties hereto.

14. Any notices or other communications required or permitted under, or otherwise given in
connection with, this Agreement shall be in writing and shall be given as follows:

If to Holdco, addressed to it at:

 Ferroglobe PLC
2nd Floor West Wing
Lansdowne House
57 Berkeley Square
London W1J 6ER
United Kingdom
Tel: +44 20 3129 2420
Attention: Chief Legal Officer and Corporate Secretary
Email: nick.deeming@ferroglobe.com

If to Grupo VM, addressed to it at:

Grupo Villar Mir, S.A.U.

Paseo de la Castellana, 259 D
28046 Madrid (SPAIN)
Tel: +34 915 56 73 47
Fax: +34 915 97 32 23
Attention: Manuel Garrido
Email: mgr@gvm.es

Any notice or other communication given under this letter agreement or in connection with the matters
contemplated herein shall, except where otherwise specifically provided, be in writing in the English language,
addressed as provided in this paragraph 13 and served: (a) by leaving it at the relevant address in which case it shall be
deemed to have been given upon delivery to that address; (b) by fax, in which case it shall be deemed to have been
given when despatched subject to confirmation of uninterrupted transmission by a transmission report; or (c) by e-mail,
in which case it shall be deemed to have been given when despatched subject to confirmation of delivery by a delivery
receipt, provided that in the case of sub-clauses (b) and (c) any notice despatched other than between the hours of 9:30
a.m. to 5:30 p.m. on a business day (“Working Hours”) shall be deemed given at the start of the next period of
Working Hours. Any party to this letter agreement may notify the other parties of any change to its address or other
details specified in this paragraph 13 provided that such notification shall only be effective on the date specified in such
notice or five business days after the notice is given, whichever is later.

15. If at any time subsequent to the date hereof, any provision of this letter agreement shall be held
by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and
effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of
any other provision of this letter agreement.

16. This letter agreement may be executed (including by facsimile or PDF) in two or more
counterparts which together shall constitute a single agreement.
 17. This letter agreement and the rights and obligations herein may not be assigned or otherwise
transferred, in whole or in part, by you without the express written consent of Holdco.

18. This letter agreement shall expire one year from the date on which no Grupo VM Directors (as
defined in the Shareholder Agreement) serve as directors of Holdco.

19. Each of the parties hereto acknowledges that it has been represented by counsel of its choice
throughout all negotiations that have preceded the execution of this letter agreement, and that it has executed the same
with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation
of this letter agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among
the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason
of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of
any ambiguities in this letter agreement against any party that drafted or prepared it is of no application and is hereby
expressly waived by each of the parties hereto, and any controversy over interpretations of this letter agreement shall be
decided without regards to events of drafting or preparation.

[Signature Page Follows]

 Please confirm your understanding and agreement to this letter agreement by signing and returning a
copy of this letter agreement to Holdco.

Ferroglobe PLC
By: /s/ Pedro Larrea Paguaga
Name: Pedro Larrea Paguaga
Title: CEO

Acknowledged and Agreed to

this 21st day of November, 2017
Grupo Villar Mir, S.A.U.
By: /s/ Manuel Garrido
Name: Manuel Garrido
Title: CFO
 Exhibit 3.2

EXECUTION VERSION

AMENDMENT TO THE AMENDED AND RESTATED

SHAREHOLDER AGREEMENT

This AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDER AGREEMENT is

entered into as of this 23rd day of January 2018 (this “Amendment”), between Grupo Villar Mir, S.A.U., a public
limited company (sociedad anónima) incorporated under the laws of Spain (“Grupo VM”), and Ferroglobe PLC, a
public limited company incorporated under the laws of England (“Holdco”). Each of Grupo VM and Holdco is
sometimes referred to herein as a “Party” or collectively as the “Parties”.

RECITALS:

WHEREAS the Parties entered into an Amended and Restated Shareholder Agreement, dated as of November
21, 2017 (the “Shareholder Agreement”); and

WHEREAS the Parties desire to amend the Shareholder Agreement as set forth herein;

NOW, THEREFORE, the Parties agree as follows:

1. Amendment. Section 6.02(c) of the Shareholder Agreement is hereby amended by adding new language
to the end thereof, as follows:

“provided, however, that in the event of a Transfer of Shares by a bona fide pledgee that is entitled to rely on
Rule 144 under the Securities Act to publicly offer and sell such Shares without restriction under the Securities
Act, such pledgee may rely on this clause (c) to Transfer such Shares with or without a registration statement if
(x) such Transfer is for cash and effected on a securities exchange, or (y) such Transfer would be permitted
under clause (e) below if the reference therein to “privately-negotiated” was omitted, the reference therein to
“10%” was a reference to 15% and the references therein to “Grupo VM” were references to such pledgee,
or (z) such Transfer is made with Holdco’s consent;”

2. Effect of Amendment. This Amendment shall not constitute a waiver, amendment or modification of any
other provision of the Shareholder Agreement not expressly referred to in Section 1 of this Amendment. Except as
specifically modified and amended hereby, the Shareholder Agreement shall remain unchanged and in full force and
effect. References to the date of the Shareholder Agreement, and references to the “date hereof”, “the date of this
Agreement” or words of similar meaning in the Shareholder Agreement shall continue to refer to November 21, 2017.

3. Miscellaneous. The provisions of Sections 8.03 (Notices), 8.05 (Entire Agreement; Amendments and
Waivers), 8.06 (Assignment), 8.07 (Parties in Interest), 8.09 (Governing Law; Consent to Jurisdiction), and 8.10
(Counterparts) of the Shareholder Agreement shall apply to this Amendment, mutatis mutandis, as though fully set
forth herein.
 IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its
respective officers thereunto duly authorized on the date first above written.

GRUPO VILLAR MIR, S.A.U.,

by
/s/ Manuel Garrido
Name: Manuel Garrido
Title: CFO

FERROGLOBE PLC,

by
/s/ Pedro Larrea Paguaga
Name: Pedro Larrea Paguaga
Title: CEO

[Signature Page to the Amendment to the Shareholder Agreement]

 Exhibit 4.13

EXECUTION VERSION
21 JUNE 2016

PEDRO LARREA PAGUAGA

FERROGLOBE PLC

SERVICE AGREEMENT
 CONTENTS

CLAUSE PAGE
1. Term and Job Description 1
2. Duties 1
3. Salary 2
4. Bonus and Long-Term Incentive Arrangements 3
5. Taxation 4
6. Expenses 5
7. Pension 5
8. Insurance 5
9. Holiday 6
10. Sickness and Other Incapacity 6
11. Representations and Warranties 6
12. Other Interests 7
13. Share Dealing and Other Codes of Conduct 8
14. Intellectual Property 8
15. Disciplinary and Grievance Procedures 9
16. Termination 9
17. Resignation by the Employee for Good Reason 12
18. Malus and Clawback 13
19. Suspension and Gardening Leave 13
20. Restraint in Activities Of Employee and Confidentiality 14
21. Post-Termination Covenants 15
22. Executive’s Position as Director 17
23. Waiver of Rights 17
24. Data Protection 17
25. Email and Internet Use 18
26. Counterparts 18
27. Contracts (Rights of Third Parties) Act 1999 18
28. Definitions 19
29. Miscellaneous 20
SCHEDULE 1 22
THIS AGREEMENT IS MADE ON 21 JUNE 2016

BETWEEN

( 1 ) FERROGLOBE PLC, a company with registered number 09425113, which has its registered office at
Legalinx Ltd., One Fetter Lane, London, EC4A 1BR (the Company); and

(2) Pedro Larrea Paguaga (the Employee);

IT IS AGREED as follows:

1. TERM AND JOB DESCRIPTION

1.1. The Employee shall be employed by the Company as Chief Executive Officer.

1.2. The Employment shall begin on the Effective Date. For statutory purposes, there is no previous period of
continuous employment.

1.3. Subject to clauses 1.4 and 16 below, the Employment will continue until terminated by:

(a) the Company giving the Employee 12 months’ written notice; or

(b) the Employee giving the Company 6 months’ written notice.

1.4. Notwithstanding clause 1.3(a) above, prior to the third anniversary of the Effective Date, the Company shall be
required to give the Employee the following written notice:

(a) 24 months’ written notice, if notice is given prior to the first anniversary of the Effective Date;

(b) 21 months’ written notice, if notice is given between the first and second anniversaries of the Effective Date;
and

(c) 18 months’ written notice, if notice is given between the second and third anniversaries of the Effective Date.

2. DUTIES

2.1. During the Employment., the Employee will:

(a) diligently perform all such duties and exercise all such powers as are lawfully and properly assigned to him
from time to time by the Board, whether such duties or powers relate to the Company or any other Group
Company;

( b ) comply with all Company rules, regulations, policies and procedures (including the Company’s code of
business ethics) and those of any applicable Group Company from time to time in force;
(c) comply with all directions lawfully and properly given to him by the Board;

(d) unless prevented by sickness, injury or other incapacity, devote the whole of his time, attention and abilities
during his Working Hours to the business of the Company or any other Group Company for which he is
required to perform duties;

(e) promptly provide the Board with all such information as it may require in connection with the business or affairs
of the Company and of any other Group Company for which he is required to perform duties; and

(f) report to the Company and any applicable Group Company any matters of concern that come to his attention,
or of which he is aware, in particular any acts of misconduct, dishonesty, breach of any of the Company or
Group policies, including but not limited to the Code of Conduct or breach of any relevant regulatory rules
committed, contemplated or discussed by any member of staff, contractor or other third party.

2.2. The Employee’s Working Hours shall be such hours as are required in the proper performance of his duties.

2 . 3 . The Employee agrees, in accordance with Regulation 5 of the Working Time Regulations 1998 (the
Regulations), that the provisions of Regulation 4(1) do not apply to the Employee, and that the Employee shall give
the Company three months’ notice in writing if he wishes Regulation 4(1) to apply to him.

2.4. The Employee’s normal place of work is the Company’s headquarters in central London. The Company may
from time to time reasonably require the Employee to base himself in other locations. New York City, Miami, other
similarly major cities on the East Coast of the United States, Madrid, and Barcelona shall be considered reasonable
locations for the purpose of this clause.

2.5. The Employee agrees to travel and work (both within and outside the United Kingdom) as may be required for
the proper performance of his duties under the Employment.

3. SALARY

3.1. The Employee’s initial Salary is £475,000 (four hundred and seventy-five thousand) (less any required
deductions). The Salary will be reviewed annually during the Employment, with the first review to take place in 2017
with any increase effective 1 January 2017 thereafter. No Salary review will be undertaken after notice has been given
by either party to terminate the Employment. The Company is under no obligation to increase the Employee’s Salary
following a Salary review, but will not decrease it.

3 . 2 . The Employee’s Salary will accrue on a daily basis, and will be payable in arrears in equal monthly
instalments.

2
3.3. The Employee’s Salary will be inclusive of all fees and other remuneration to which he may be or become
entitled as an officer of the Company or of any other Group Company.

3.4. The Employee agrees that, pursuant to Part 11 of the Employment Rights Act 1996 the Company has the right
to deduct from his Salary and/or bonus any amount owed to the Company or any Group Company by the Employee.

3.5. While the Employee’s normal place of work is outside of Spain, the Employee will be entitled to an annual
expatriate benefits allowance equivalent to:

(a) 20% of the Salary per annum, plus, provided the Employee’s normal place of work is located in London, an
exceptional allowance of a further 20% of the Salary per annum for the first 3 years of the Employment, and

(b) 20% of Salary per annum thereafter,

provided that any such allowance shall be determined in a manner consistent with the Company’s Remuneration
Policy.

3.6. The Company shall comply with all administrative requirements, including (subject to that being the correct
legal position in relevant jurisdictions) the making of any necessary applications, to ensure that the Employee pays
employee’s national insurance contributions in the United Kingdom and is not required to pay social security
contributions in any other jurisdiction with respect to the Employment.

4. BONUS AND LONG-TERM INCENTIVE ARRANGEMENTS

4.1. The Company operates a long-term incentive plan, and the Employee is eligible to participate therein. The term
of vesting and the conditions of such vesting will be determined by the Company in a manner consistent with the
Company’s Remuneration Policy and any such award will be governed by the rules of the relevant long-term incentive
plan. The 2016 Remuneration Policy establishes a long-term incentive award with a target level of vesting (Target
LTIP) of 200% of Salary. Any long-term incentive award will be non-pensionable.

4.2. The Employee is eligible for an annual bonus if objectives established by the Compensation Committee are
met (Annual Bonus) in accordance with the Company’s Remuneration Policy. The Compensation Committee will set
the target annual bonus opportunity (Target Annual Bonus) and the maximum bonus opportunity (Maximum Annual
Bonus) applicable to an Annual Bonus. Under the 2016 Remuneration Policy, (i) the Target Annual Bonus for the
Employee will normally be 100% of Salary; (ii) the Maximum Annual Bonus for the Employee is normally 200% of
the Employee’s Target Annual Bonus; and (iii) in circumstances where there has been exceptional performance, the
Maximum Annual Bonus for the Employee will be up to 500% of Salary. Any bonus payment will be non-
pensionable.

3
4 . 3 . Notwithstanding clauses 4.1 and 4.2, reflecting the special nature of the challenges of integrating two
businesses, achieving working capital savings, maximising free cashflow and achieving cost synergies as soon as
possible, the Company’s Compensation Committee has decided to rebalance for the 2016 incentives. The Target
Annual Bonus will therefore be 200% of Salary for 2016, and the Maximum Annual Bonus will be 200% of the
Employee’s Target Annual Bonus. For 2016, the Employee will be granted a reduced long-term incentive award with
a Target LTIP of 100% of Salary.

4.4. In exceptional circumstances, and particularly in 2016 as set out above, the Compensation Committee may
decide to change the weighting of the Target Annual Bonus and the long-term incentive plan benefits provided to the
Employee. In 2017 and 2018, provided that the market conditions remain similar and subject to the Company’s
Remuneration Policy, it is the Company’s intention (without being legally bound) that there will be no material
reduction to the level of the aggregate of Target Annual Bonus and the Target LTIP (based on face value of shares at
grunt date) granted during each such financial year (Aggregate Incentive Awards ). Any changes to the level of
Aggregate Incentive Awards applicable generally to the Company’s Tier I Executives and Tier 2 Executives will not
be considered a material reduction for the purpose of this clause.

5. TAXATION

5.1. To the extent required by any applicable regulations, the Company shall make all necessary deductions or tax at
source in respect of the Employee’s employment income and benefits in any applicable jurisdiction, including PAYE
income tax and employee’s national insurance contributions in the United Kingdom.

5.2. Subject to the Employee providing full, correct and timely information to the Company, the Company shall
apply any tax reliefs available to the Employee at source and shall cooperate with the Employee in making such
applications to HM Revenue and Customs as may be required to obtain their approval to make adjustments in respect
of overseas work day relief pursuant to section 690 of the Income Tax (Earnings and Pensions) Act 2003 or any other
reliefs that may become available to the Employee in the future.

5.3. The Employee shall be entitled to direct the amount of payment of the Employee’s salary and cash benefits into
two separate bank accounts as follows:

(a) into a UK bank account; and

( b ) into a non-UK bank account with such sum to be paid in the currency (which the Employee may direct)
equivalent of the sterling amount, based on the official exchange rate on the date of payment, and the Company
will, in its discretion, bear administrative fees associated with such payment,

provided that,

(i) unless until the Employee makes a direction, the entire earnings shall be paid into a UK bank account, and

4
(ii) the Company shall be under no obligation to comply with such a direction if the Company considers that the
amount to be paid into the non-UK bank account would result in insufficient earnings to pay UK PAYE income tax, is
otherwise not in compliance with applicable regulations, or the Compensation Committee by unanimity determines,
based on the advice of its external independent advisers, that such payment into the non-UK bank account would
materially prejudice the Company.

6. EXPENSES

The Company will reimburse (or procure the reimbursement of) all out-of-pocket expenses properly and reasonably
incurred by the Employee in the course of his Employment subject to production of receipts or other appropriate
evidence of payment.

7. PENSION

7.1. Subject to clause 72 below, the Company will pay the Employee an annual allowance in lieu of a pension
contribution on his behalf at a rate of 20% of his Salary from time to time. The allowance will accrue on a daily basis
and will be payable in arrears (less any required deductions) in equal monthly instalments with the Employee’s Salary.

7.2. The Employee acknowledges that the Company may have an obligation to auto enrol him into a pension
scheme and agrees that to the extent such an obligation exists and he does not opt out of the pension scheme, the
Company may reduce the amount payable to him pursuant to clause 7.1 above by an amount equal to the contributions
it is required to make to the pension scheme.

8. INSURANCE

During the Employment, subject to the Employee’s age or health not being such as to prevent cover being obtained
without exceptional conditions or unusually high premiums, the Company will:

(a) pay for the benefit of the Employee, his Spouse and any dependent children (as determined in accordance with
the rules of the applicable scheme) subscriptions to the Company’s private medical expenses insurance
arrangements for the time being in force;

(b) pay for the benefit of the Employee subscriptions to the Company’s permanent health insurance arrangements
for the time being in force; and

(c) pay for the benefit of the Employee subscriptions to the Company’s life assurance arrangements for the time
being in force.

For the avoidance of doubt, the Employee will be liable for any income tax and employee’s national insurance
contributions payable in respect of the provision of these benefits.

5
9. HOLIDAY

9.1. The Employee is entitled to 25 working days’ paid holiday per calendar year during his Employment (plus
bank and public holidays in England), to be taken at a time or times convenient to, and with prior approval from, the
Company. The right to paid holiday will accrue pro-rata during each calendar year of the Employment.

9.2. Subject to clause 9.3 the Employee has no entitlement to be paid in lieu of accrued but untaken holiday.

9.3. On termination of the Employment, the Employee’s entitlement to accrued holiday pay shall be calculated on a
pro-rata basis (which calculation shall be made on the basis that each day of paid holiday is equivalent to 1/260 of the
Employee’s Salary). If the Employee has taken more working days’ paid holiday than his accrued entitlement, the
Company is authorised to deduct the appropriate amount from his final Salary instalment (which deduction shall be
made on the basis that each day of paid holiday is equivalent to 1/260 of the Employee’s Salary).

10. SICKNESS AND OTHER INCAPACITY

10.1. Subject to the Employee’s compliance with the Company’s policy on notification and certification of periods of
absence from work, the Employee will continue to be paid his full Salary during any period of absence from work due
to sickness, injury or other incapacity, up to a maximum of 26 weeks in aggregate in any period of 52 consecutive
weeks. Such payment will be inclusive of any statutory sick pay payable in accordance with applicable legislation in
force at the time of absence.

10.2. The Employee will not be paid during any period of absence from work (other than due to holiday, sickness,
injury or other incapacity) without the prior permission of the Board.

10.3. The Employee agrees that he will undergo a medical examination by a doctor appointed by the Company at
any time (provided that the costs of ail such examinations are paid by the Company). The Company will be entitled to
receive a copy of any report produced in connection with all such examinations and to discuss the contents of the
report with the doctor who produced it.

11. REPRESENTATIONS AND WARRANTIES

11.1. By entering into this Agreement the Employee represents, warrants and acknowledges to the Company that he
is not subject to any contract of service or for the provision of services, any notice period or any restrictive covenant
with a previous employer which would be breached by signing this Agreement and/or commencing his Employment
with the Company and he is legally free from all agreements, arrangements or other restrictions seeking to restrict his
right to compete with any person or to deal with or solicit clients or solicit, employ or engage employees of any person
or in any way restricting him from entering into and performing the terms of this Agreement and he may join the
Company to commence his duties on the Effective Date.

6
12. OTHER INTERESTS

12.1. The Company acknowledges that the Employee has business interests other than those of the Company and
that the Employee has declared any conflicts that are apparent as of the Effective Date. In the event that the Employee
becomes aware of any conflicts of interest that may arise, he must disclose these to the Board together with any
information or knowledge acquired or gained by him in any manner whatsoever whilst he continues in office which
may be of value or which may be to the detriment of the Company or any of its subsidiary undertakings.

1 2 . 2 . The Board confirms that it has given its consent to the continuation of the Employee’s material business
interests (including current directorships) notified to the Board as of the Effective Date as detailed in Schedule 1.

12.3. Subject to clauses 12.4 and 12.5, during the Employment the Employee will not (without the Board’s prior
written consent) be directly or indirectly engaged, concerned or interested in any other business activity, trade or
occupation.

12.4. Notwithstanding clause 12.3, the Employee may, subject to his duty as a director (if applicable), hold:

(a) an investment by way of shares or other securities in a business which is similar to or competitive with the
Company of not more than 3% of the total issued share capital of any company (whether or not it is listed or
dealt in on a recognised stock exchange) provided he has obtained prior written approval from the Board; and

(b) investments in companies and executive directorships in unquoted companies which do not carry on a business
similar to or competitive with any business for the time being carried on by the Company without restriction
provided only that (i) such holdings and directorships are notified to the Board, (ii) there is, in the reasonable
opinion of the Board, no conflict of interest between the Company and the Employee, and (iii) such holdings
and directorships (including, but without limitation, in respect of their time commitment) do not, in the
reasonable opinion of the Board, interfere with the Employment. Subject always to the Employee’s duty as a
director (if applicable), the obligation to notify the Board does not apply (x) if the Employee’s investment in
any one business does not exceed £100,000 and the Employee has no active participation or involvement in the
business of the entity in which the investment is made; or (y) if the Employee’s investment is in a mutual fund
or any other form of undertakings for collective investment where the Employee has no active participation or
involvement in the investment decisions (in this case, without any maximum amount).

1 2 . 5 . Notwithstanding clause 12.3 above, during the Employment, the Employee may accept positions as a non-
executive director (but, for the avoidance of doubt, not as a non-executive chairman) of another publicly listed
company provided (i) he has obtained prior written approval from the Board, which shall not be unreasonably
withheld, (ii) there is, in the reasonable opinion of the Board, no conflict of interest between the Company with

7
respect to the proposed role, and (iii) such positions do not, in the reasonable opinion of the Board, interfere with the
Employment. Depending on the Employee’s other external business activities at the time, the Board will normally
consider two such non-executive director roles in other publicly listed companies to be reasonable. For the avoidance
of doubt, (a) the Employee is not entitled to accept a position as an executive director in any company that is not a
Group Company (except for those within the scope of clause 12.4(b) above), and (b) a role as advisor to any business
shall be considered a non-executive director role of a publicly listed company for the purpose of this clause.

13. SHARE DEALING AND OTHER CODES OF CONDUCT

The Employee will comply with all codes of conduct adopted from time to time by the Board and with all applicable
rules and regulations of relevant regulatory bodies, including (a) Nasdaq Stock Market or any other exchanges on
which the Company’s securities may be listed and (b) any applicable regulations on dealings in securities. The
Employee acknowledges that compliance may require him to take appropriate steps to ensure that his connected
persons (as defined in section 966(2) of the Financial Services and Markets Act 2000) also comply with any such
codes of conduct and regulations.

14. INTELLECTUAL PROPERTY

It shall be part of the Employee’s normal duties or other duties specifically assigned to him (whether or not during
normal working hours and whether or not performed at the Employee’s normal place of work) at all times to consider
in what manner and by what new methods or devices the products, services, processes, equipment or systems of the
Company with which he is concerned or for which he is responsible might be improved and might, as part of such
duties, originate designs (whether registrable or not) or patentable work or other work in which copyright, database
rights or trade mark rights (together Employee Works) may subsist. Accordingly:

(a) the Employee shall forthwith disclose full details of any Employee Works in confidence to the Company and
shall regard himself in relation to any Employee Works as a trustee for the Company;

(b) all intellectual property rights in any Employee Works shall vest absolutely in the Company which shall be
entitled, so far as the law permits, to the exclusive use thereof;

(c) notwithstanding (b) above, the Employee assigns to the Company all right, title and interest, present and future,
anywhere in the world, in copyright and in any other intellectual property rights in respect of all Employee
Works written, originated, conceived or made by the Employee (except only those Employee Works written,
originated, conceived or made by the Employee wholly outside his normal working hours hereunder and
wholly unconnected with the Employment) during the continuance of the Employment;

8
(d) the Employee hereby waives all moral rights as author under the Copyright Designs and Patents Act 1988 or
any equivalent laws in respect of any Employee Works; and

(e) the Employee agrees and undertakes that at any time during or after the termination of the Employment he will
execute such deeds or documents and do all such acts and things as the Company may deem necessary or
desirable to substantiate its rights in respect of the matters referred to above including for the purpose of
obtaining letters patent or other privileges in all such countries as the Company may require.

15. DISCIPLINARY AND GRIEVANCE PROCEDURES

15.1. If the Employee is dissatisfied with any disciplinary decision taken in relation to him he may appeal in writing
to the Chairman of the Board within 7 days of that decision. The Chairman’s decision shall be final.

15.2. If the Employee has any grievance in relation to the Employment he may raise it in writing with the Chairman
of the Board whose decision shall be final.

16. TERMINATION

16.1. Either party may terminate the Employment in accordance with clause 1.3 or clause 1.4, as applicable.

16.2. In lieu of giving notice to terminate the Employee’s employment or at any time during any notice period under
clause 1.3 or clause 1.4, as applicable (following service of notice either by the Employee or the Company), the
Company may in its absolute discretion (but is not obliged to) terminate the Employee’s employment with immediate
effect and, subject to clause 15.5, make a payment in lieu of notice (the Payment in Lieu) within 28 days of the
Termination Date of an amount equal to:

(a) the basic Salary which the Employee would have been entitled to receive under this Agreement during the
notice period referred to at clause 13 or clause 1.4, as applicable if notice had been given on the date that the
Employment was terminated with immediate effect (or, if notice has already been given, during the remainder
of the notice period) (the Unserved Notice Period); and

(b) the pension allowance the Employee would have been entitled to receive in the Unserved Notice Period. For
the avoidance of doubt, where the Unserved Notice Period covers multiple years then the Employee will be
entitled to a payment in lieu of a pension allowance applicable for the year in which the Termination Date
occurs;

(c) the bonus(es) the Employee would have been entitled to receive in the Unserved Notice Period, calculated, in
each case, by way of an average of Annual Bonuses awarded (including the value of any deferred portion
thereof on the date of the award) to the Employee by the Company in respect of the last three completed

9
 financial years immediately prior to the Termination Date (provided that (i) if the Termination Date occurs
before the third anniversary of the Effective Date, the average shall mean the amount of the Annual Bonuses
awarded since the Effective Date divided by the number of Annual Bonuses awarded, and (ii) if during the
period between the Effective Date and the Termination Date, the Company has not awarded any Annual
Bonus (other than as a result of failure to satisfy the applicable performance conditions), the average shall be
determined by reference to the mid-point between the threshold opportunity (at which the lowest level of
Annual Bonus is payable) and the Target Annual Bonus, and by reference to the Salary on the Termination
Date). In all cases, the average amount calculated under this sub-clause shall be proportionately adjusted for
the length of the Unserved Notice Period; and

(d) the cost to the Company of the benefits consisting of (i) those provided pursuant to clause 8 the Employee
would have been entitled to receive during the Unserved Notice Period, and (ii) if an allowance under clause
3.5 is being paid at the time of the Termination Date, an annual expatriate benefits allowance equivalent to 20%
of Salary pro-rated for the length of the Unserved Notice Period but not exceeding six months.

For the avoidance of doubt, the Employee will remain bound by the post-termination covenants set out in clause 21.

16.3. In the event the Employment is terminated by resignation by the Employee for Good Reason (as defined in
clause 17), the Company will make an immediate payment of a liquidated sum to the Employee of an amount equal to
the Payment in Lieu (described in clause 16.2) that would be applicable at that time. The liquidated sum shall be
subject to such deductions as the Company may be required to make and shall be made in full and final settlement of
any claims (other than statutory claims) the Employee may have against the Company or any Group Company arising
from the employment or the termination thereof. In consideration for this payment, the Employee agrees to remain
bound by the post-termination covenants set out in clause 21.

16.4. For the avoidance of doubt:

(a) the Payment in Lieu or the liquidated sum will not include any amount in respect of any other amount or benefit
envisaged under this Agreement; and

(b) the Employee will not be entitled to receive any payment in addition to the Payment in Lieu or the liquidated
sum in respect of any holiday entitlement that would have accrued during the period for which the Payment in
Lieu or the liquidated sum is made.

16.5. The Company may determine in its absolute discretion that up to one-third of the Payment in Lieu under clause
16.2 or the liquidated sum under clause 16.3 will be payable in equal monthly instalments on the normal payroll dates
over a 12 month period following the Termination Date.

10
16.6. The Payment in Lieu shall be subject to such deductions as may be required by law and shall be made in full
and final settlement of any claims (other than statutory claims) the Employee may have against the Company or any
Group Company arising from the employment or the termination thereof.

1 6 . 7 . The Company may also terminate the Employment immediately and with no liability to make any further
payment to the Employee (other than in respect of amounts accrued due at the date of termination) for Cause. Cause
means if the Employee:

(a) commits any repeated breach (provided that the Company has notified the Employee of such breach and if
capable of cure, the breach has not been cured within 30 days following receipt of the notice) or any serious
breach of any of his obligations under this Agreement or his Employment;

(b) provides materially false or misleading information about himself or his previous employment history or omits
to divulge material factors relevant to his suitability for the Employment;

(c) is guilty of serious misconduct which, in the Board’s reasonable opinion, has damaged or may damage the
business or affairs of the Company or any other Group Company;

(d) is guilty of conduct which, in the Board’s reasonable opinion, brings or is likely to bring himself, the Company
or any other Group Company into disrepute;

(e) is charged with a criminal offence (other than a road traffic offence not subject to a custodial sentence);

(f) is disqualified from acting as a director of a company by order of a competent court;

(g) is declared bankrupt or makes any arrangement with or for the benefit of his creditors, has an interim order
made against him under Part VIII of the Insolvency Act or has an administration order made against him under
the County Courts Act 1984; or

( h ) resigns his directorship of the Company or any Group Company (other than at the explicit request of the
Board).

This clause shall not restrict any other right the Company may have (whether at common law or otherwise) to terminate
the Employment summarily.

Any delay by the Company in exercising its rights under this clause shall not constitute a waiver of those rights.

16.8. The Company may terminate the Employment even when, as a result, the Employee would or may forfeit any
entitlement to benefit under the permanent health insurance arrangements referred to in clause 8 or to sick pay under
clause 10, save that the Company

11
will not terminate the Employment solely on grounds of the Employee’s ill health where such an entitlement or benefit
would be forfeited.

16.9. On termination of the Employment for whatever reason (and whether in breach of contract or otherwise) the
Employee will:

(a) immediately deliver to the Company all books, documents, papers, computer records, computer data, credit
cards, and any other property relating to the business of or belonging to the Company or any other Group
Company which is in his possession or under his control. The Employee is not entitled to retain copies or
reproductions of any documents, papers or computer records relating to the business of or belonging to the
Company or any other Group Company;

(b) immediately resign from any office he holds with the Company or any other Group Company (and from any
related trusteeships) without any compensation for loss of office. Should the Employee fail to do so he hereby
irrevocably authorises the Company to appoint some person in his name and on his behalf to sign any
documents and do anything to give effect to his resignation from office; and

(c) immediately pay to the Company or, as the case may be, any other Group Company all outstanding loans or
other amounts due or owed to the Company or any Group Company. The Employee confirms that, should he
fail to do so, the Company is to be treated as authorised to deduct from any amounts due or owed to the
Employee by the Company (or any other Group Company) a sum equal to such amounts.

16.10. The Employee will not at any time after termination of the Employment represent himself as being in any way
concerned with or interested in the business of, or employed by, the Company or any other Group Company.

1 6 . 11 . Any long-term incentive awards, including deferred bonus awards, held by the Employee under the
Company’s long-term incentive plan on the Termination Date will be treated in accordance with the applicable rules of
the plan.

17. RESIGNATION BY THE EMPLOYEE FOR GOOD REASON

1 7 . 1 . For the avoidance of doubt, the Employee may resign from the Employment at any time under any of the
following circumstances (each a Good Reason):

(a) the Company’s material failure to comply with the clauses of this Agreement, provided that the Employee has
submitted a written notice of such failure to the Board and the failure is not cured within 90 days following
receipt of the notice;

(b) the overall compensation (including Salary, Aggregate Incentive Awards, pension and other benefits) granted to
the Employee by the Company in a given financial year is materially reduced from the preceding financial year,
unless such reduction (i) is applied generally to the Company’s Tier 1 and Tier 2 Executives and (ii) is a result
of substantial changes in the market conditions affecting the Company. For the avoidance of doubt, both (i)
and (ii) need to be met;

12
(c) his duties or responsibilities are substantially altered;

(d) as a result of long-term sickness he is unable to carry out his duties and his entitlements under clause 10 have
ceased;

(e) he ceases to report to the Board, the Executive Chairman or Executive Vice-Chairman of the Company (or of
any holding company of the Company, if applicable); or

(f) the Company’s headquarters are relocated outside the United Kingdom (and not to New York City, Miami,
similarly major cities on the East Coast of the United States, Madrid or Barcelona).

18. MALUS AND CLAWBACK

1 8 . 1 . The Employee acknowledges that in order to comply with UK corporate governance standards the
discretionary bonus arrangements and share incentive plans operated by the Company from time to time (the Plans)
include, or may in the future include, provisions which in certain circumstances allow for the reduction of amounts
payable to the Employee and/or for the Employee to repay to the Company all or part of any amounts received by him
pursuant to those Plans. The Employee hereby agrees to be bound by such provisions of the Plans both during and
following the Employment and, without prejudice to clause 3.4, acknowledges the right of the Company to deduct
from any amount payable to him any amount he owes to the Company or any Group Company pursuant to the Plans.

19. SUSPENSION AND GARDENING LEAVE

1 9 . 1 . Where notice of termination has been served by either party whether in accordance with clause 1.3 or
otherwise, the Company shall be under no obligation to provide work for or assign any duties to the Employee for the
whole or any part of the relevant notice period (“Gardening Leave”) and may require him:

(a) not to attend any premises of the Company or any other Group Company;

(b) to resign with immediate effect from any offices he holds with the Company or any other Group Company
(and any related trusteeships);

( c ) to refrain from business contact with any customers, clients or employees of the Company or any Group
Company;

(d) to take any holiday which has accrued under clause 9 during any period of suspension under this clause 19.1;

(e) to deliver promptly to the Company all papers, Confidential Information and property relating to the business of
the Company or any Group Company which is in his possession or under his control (including, for the
avoidance of doubt, any shares held by him as nominee for any member of the Group);

13
(f) not to compete with the Company or any Group company; and/or

(g) not to do any act or thing or make or cause to be made any statement reasonably likely to damage the business
or reputation of the Company or any Group Company and the Employee must use all reasonable efforts to
ensure that his Spouse does not do any such act or thing or make or cause to be made any such statements.

19.2. For the avoidance of doubt, the Employee’s entitlement to the annual bonus (clause 4) shall continue during
any period of Gardening Leave. To the extent that the Employee is required not to attend work or otherwise carry out
his Duties during any period of Gardening Leave, the Company agrees that his Annual Bonus entitlements shall not be
adversely affected and he shall receive such sums as he would have received had he remained at work and/or
performing his duties calculated by way of an average of the last three years’ bonus awards (or an average across the
Employee’s length of service, if lower than 3 years).

19.3. The provisions of clause 12.1 shall remain in full force and effect during any period of suspension under clause
19.1. The Employee will also continue to be bound by duties of good faith and fidelity to the Company and remain
available to perform such duties and/or exercise such powers, authorities and discretions (if any) when called upon by
the Company to do so during any period of suspension under clause 19.1.

Any suspension under clause 19.1 shall be on run Salary and benefits (save that the Employee shall not be entitled to
earn or be paid any bonus during any period of suspension).

19.4. The Company may suspend the Employee from the Employment during any period in which the Company is
carrying out a disciplinary investigation into any alleged acts or defaults of the Employee. Such suspension shall be on
full Salary and benefits.

20. RESTRAINT IN ACTIVITIES OF EMPLOYEE AND CONFIDENTIALITY

The Employee will keep secret and will not at any time (whether during the Employment or thereafter) use for his own
or another’s advantage, or reveal to any person, firm, company or organisation and shall use his best endeavours to
prevent the publication or disclosure of any Confidential Information or information which the Employee knew or
ought reasonably to have known to be confidential, concerning the business or affairs of the Company or any Group
Company or any of its or their customers.

The restrictions in this clause shall not apply:

( a ) to any disclosure of information which is already in the public domain otherwise than by breach of this
Agreement;

(b) to any disclosure of information which was known to, or in the possession of, the Employee prior to his receipt
of such information from the Company or any Group Company whenever so received;

14
(c) to any disclosure of information which has been conceived or generated by the Employee independently of any
information or materials received or acquired by the Employee from the Company or any Group Company;

(d) to any disclosure or use authorised by the Board or required by the Employment or by any applicable laws or
regulations, including, without limitation, to any disclosure required for patent purposes provided that the
Employee promptly notifies the Company when any such disclosure requirement arises to enable the Company
to take such action as it deems necessary, including, without limitation, to seek an appropriate protective order
and/or make known to the appropriate government or regulatory authority or court the proprietary nature of the
Confidential Information and make any applicable claim of confidentiality with respect hereto;

(e) so as to prevent the Employee from using his own personal skill, experience and knowledge in any business in
which he may be lawfully engaged after the Employment is ended; or

(f) to prevent the Employee making a protected disclosure within the meaning of section 43A of the Employment
Rights Act 1996.

21. POST-TERMINATION COVENANTS

21.1. In order to protect the confidential information, trade secrets and business connections of the Company and any
Group Company to which the Employee has access as a result the Employment, the Employee covenants with the
Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or
indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity:

(a) for the period of (subject to clause 21.2 below) 12 months following the Termination Date, solicit or entice
away or endeavour to solicit or entice away from the Company or any Group Company any person, firm,
company or other entity who is, or was, in the period of 12 months immediately prior to the Termination Date,
a client of the Company or any Group Company with whom the Employee had business dealings during the
course of the Employment in that period. Nothing in this clause 21.1(a) shall prohibit the seeking or doing of
business not in direct or indirect competition with the business of the Company or any Group Company;

(b) for the period of (subject to clause 21.2 below) 12 months following the Termination Date, have any business
dealings with any person, firm, company or other entity who is, or was, in the period of 12 months immediately
prior to the Termination Date, a client of the Company or any Group Company with whom the Employee had
business dealings during the course of the Employment in that period. Nothing In this clause 21.1(b) shall
prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company
or any Group Company;

15
(c) for the period of (subject to clause 21.2 below) 12 months following the Termination Date, solicit or entice
away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or
any Group Company as a director or in a managerial or technical capacity and with whom the Employee had
business dealings during the course of the Employment in the 12 month period immediately prior to the
Termination Date;

(d) for the period of (subject to clause 21.2 below) 12 months following the Termination Date, carry on, set up, be
employed, engaged or Interested in a business anywhere in the United Kingdom, United States of America, or
such other country] in which a Major Division operates as at the Termination Date, which is or is about to be in
competition with the business of the Company or any Group Company as at the Termination Date with which
the Employee was actively involved (including in an oversight capacity as a director of the Company) during
the 12 month period immediately prior to the Termination Date. A Major Division means a division or
business carried on as at the Termination Date by the Company or any Group Company which accounts for at
least 20% of the Group’s revenues or 20% or the Group’s profits and with which the Employee was actively
involved during the six month period to the Termination Date. The provisions of this clause 21.1(d) shall not,
at any time following the Termination Date, prevent the Employee from holding shares or other capital not
amounting to more than 3% of the total issued share capital of any company whether listed on a recognised
stock exchange or not and, in addition, shall not prohibit the seeking or doing of business not in direct or
indirect competition with the business of the Company or any Group Company.

2 1 . 2 . The period during which the restrictions referred to in clauses 21.1(a) (b), (c) and (d) inclusive shall apply
following the Termination Date shall be reduced by the amount of time during which, if at all, the Company suspends
the Employee under the provisions of clause 19.1.

21.3. The Employee agrees that if, during either the Employment or the period of the restrictions set out in 21.1(a),
(b), (c) and (d) inclusive (subject to the provisions of clause 21.2), he receives an offer of employment or engagement,
he will provide a copy of clause 21 to the offeror as soon as is reasonably practicable after receiving the offer and will
inform the Company of the identity of the offeror as soon as possible after the offer is accepted.

21.4. The Employee warrants that the covenants contained in this clause are reasonable and necessary to protect the
Company and any Group Company legitimate business interests.

21.5. Each of the restrictions in this clause is intended to be separate and severable. If any of the restrictions shall be
held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion
as may be necessary to make it valid or effective.

16
2 1 . 6 . The Employee will, at the request and expense of the Company, enter into a separate agreement with any
Group Company that the Company may require under the terms of which he will agree to be bound by restrictions
corresponding to those contained in clauses 21.1(a) (b), (c) and (d) inclusive (or such as may be appropriate in the
circumstances).

22. EXECUTIVE’S POSITION AS DIRECTOR

22.1. The Executive’s duties as a director of the Company or any other Group Company, as applicable, are subject to
the Articles of Association of the relevant company for the time being.

23. WAIVER OF RIGHTS

23.1. If the Employment is terminated by either party and the Employee is offered re-employment by the Company
(or employment with another Group Company) on terms no less favourable in all material respects than the terms of the
Employment under this Agreement, the Employee shall have no claim against the Company in respect of such
termination.

24. DATA PROTECTION

24.1. The Employee consents to the Company and any Group Company processing data relating to him at any time
(whether before, during or after the Employment) for the following purposes:

(a) performing its obligations under this Agreement (including remuneration, payroll, pension, insurance and other
benefits, tax and social security (including national insurance) obligations;

(b) the legitimate interests of the Company and any Group Company including any sickness policy, working time
policy, investigating acts or defaults (or alleged or suspected acts or defaults) of the Employee, security,
management forecasting or planning and negotiations with the Employee;

(c) processing in connection with any merger, sale or acquisition of a company or business in which the Company
or any Group Company is involved or any transfer of any business in which the Employee performs his duties;
and

( d ) transferring data to countries outside the European Economic Area for the purposes of maintaining
comprehensive records and conducting analyses of the Group-wide employee population, in particular in the
United States of America.

24.2. The Employee explicitly consents to the Company and any Group Company processing sensitive personal data
(within the meaning of the Data Protection Act 1998) at any time (whether before, during or after the Employment) for
the following purposes:

17
( a ) where the sensitive personal data relates to the Employee’s health, any processing in connection with the
operation of the Company’s (or any Group Company’s) sickness policy or any relevant pension scheme or
monitoring absence;

(b) where the sensitive personal data relates to an offence committed, or allegedly committed, by the Employee or
any related proceedings, processing for the purpose of disciplinary investigation and/or action by the Company
or any Group Company;

(c) for all sensitive personal data, any processing in connection with any merger, sale or acquisition of a company
or business in which the Company or any Group Company is involved or any transfer of any business in which
the Employee performs his duties; and

( d ) for all sensitive personal data, any processing in the legitimate interests of the Company or any Group
Company.

25. EMAIL AND INTERNET USE

25.1. In accordance with the Company Policy and within the bounds of the law, the Company reserves the right to
monitor the Employee’s electronic communications on a regular basis (including during any notice period, if
applicable) and to monitor and record logging and traffic information as well as actual content (including the content of
personal email and internet sites visited) in the Company’s legitimate business interest, for example security or
disciplinary reasons. All documents, communications and other files created, sent or received on email or through the
internet or Intranet are the Company’s property.

2 5 . 2 . Upon request by the Company, the Employee must give the Company access to his Company PC, laptop,
Blackberry or other electronic device provided by the Company. Failure to comply with such a request will be
regarded as a serious breach by the Employee and may result in disciplinary action being taken against him, including
dismissal without notice or pay in lieu of notice.

26. COUNTERPARTS

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each
counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an
executed counterpart signature page or this agreement by e-mail or fax shall be as effective as delivery of a manually
executed counterpart of this agreement. In relation to each counterpart, upon confirmation by or on behalf of the
signatory that the signatory authorises the attachment of such counterpart signature page to the final text of this
agreement, such counterpart signature page shall take effect together with such final text as a complete authoritative
counterpart.

27. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any of its terms.

18
28. DEFINITIONS

In this Agreement the following expressions have the following meanings:

2016 Remuneration Policy means the Remuneration Policy that is subject to approval by the Company’s shareholders
at the 2016 Annual General Meeting;

Board means the board of directors of the Company or a duly constituted committee of the board of directors;

Compensation Committee means a compensation committee of the Board;

Civil Partner has the same meaning as in the Civil Partnerships Act 2004;

Confidential Information means any information relating to the business, customers, transactions, processes, products,
know-how, secrets or affairs of the Company, or any Group Company received or acquired by the Employee in
pursuance of his duties under this Agreement or any information which is specified as confidential by the Company or
a Group Company. Without prejudice to the pregoing generality; Confidential Information also applies to
Information concerning:

(a) the markets, customers and potential markets and customers of the Company or any Group Company;

(b) the pricing policy, costs of products and services to the Company or any Group Company;

(c) the profits turnover, profit margins, business expectations, budgets, business plans or any other similar financial
information of the Company or any Group Company;

(d) technical data or know-how relating to the business carried on by the Company or any Group Company;

(e) research projects of the Company or any Group Company; and

(f) administrative, managerial, employment or other internal policies of the Company or any Group Company or
the relations of the Company or any Group Company with customers, suppliers, competitors, the business
community or the general public.

Effective Date means 1 January 2016;

Employment means the Employee’s employment in accordance with the terms and conditions of this Agreement;

Group Company means the Company, any holding company and any subsidiary of the Company or any holding
company (as defined in the Companies Act 2006) and Group shall be defined accordingly;

19
Remuneration Policy means the remuneration policy of the Company most recently approved by shareholders in
accordance with section 439A of the Companies Act 2006;

Salary means the salary referred to in clause 3.1 as increased from time to time;

Spouse means the person to whom the Employee is married and shall include a Civil Partner. For the avoidance of
doubt, references to ‘marry’, ‘married’ and ‘marriage’ throughout shall be deemed to include a registered Civil
Partnership and entering into or being in a registered Civil Partnership;

Termination Date means the date of termination of the Employment howsoever caused (including, without limitation,
termination by the Company which is in rcpudiatory breach of this Agreement);

Tier 1 Executives means executive directors and chief executive officer (if not a director) of the Company;

Tier 2 Executives means executive officers, including chief financial officer and chief legal officer, and deputy
executive officers of the Company (including, for the avoidance of doubt, the deputy chief executive officer of the
Company); and

Working Hours has the meaning given to it by clause 2.2.

29. MISCELLANEOUS

2 9 . 1 . This Agreement, together with any other documents referred to in this Agreement, constitutes the entire
agreement and understanding between the parties, and supersedes all other agreements both oral and in writing
between the Company and the Employee (other than those expressly referred to herein). The Employee acknowledges
that he has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not
set out in this Agreement or expressly referred to in it as forming part of the Employee’s contract of employment.

2 9 . 2 . The Employee represents and warrants to the Company that he will not by reason of entering into the
Employment, or by performing any duties under this Agreement, be in breach of any terms of employment with a third
party whether express or implied or of any other obligation binding on him.

2 9 . 3 . Any notice to be given under this Agreement to the Employee may be served by being handed to him
personally or by being sent by recorded delivery first class post to him at his usual or last known address; and any
notice to be given to the Company may be served by being left at or by being sent by recorded delivery first class post
to its registered office for the time being. Any notice served by post shall be deemed to have been served on the day
(excluding Sundays and public and bank holidays) next following the date of posting and in proving such service it
shall be sufficient proof that the envelope containing the notice was properly addressed and posted as a prepaid letter
by recorded delivery first class post.

20
29.4. Any reference in this Agreement to an Act of Parliament shall be deemed to include any statutory modification
or re-enactment thereof.

29.5. This Agreement is governed by, and shall be construed in accordance with, the laws of England. The Courts
of England shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with this
Agreement.

SIGNED as a DEED and

DELIVERED by
/S/ PEDRO LARREA PAGUAGA

in the presence of
Name: /s/ Clara Cerdan Molina

SIGNED for and on behalf of

FERROGLOBE PLC /s/Javier Monzon, Chairman, Compensation Committee

21
 SCHEDULE 1

Schedule of Employee’s Material Business Interests

and Current Directorships as of Effective Date
Consented by the Board

None

22
 Exhibit 4.14

Ferroglobe PLC

FERROGLOBE PLC

EQUITY INCENTIVE PLAN

Adopted by the board of the Company on 29 May 2016

Approved by shareholders of the Company on 29 June 2016

The Plan is a discretionary benefit offered by Ferroglobe PLC for the benefit of selected employees of Ferroglobe PLC and members of its group. Its main
purpose is to increase the interest of the employees in Ferroglobe PLC’s long term business goals and performance through share ownership. The Plan is an
incentive for the employees' future performance and commitment to the goals of Ferroglobe PLC.

Any Shares or cash received under the Plan and any gains obtained under the Plan are not part of salary for any purpose except to any extent required by
statute.

The remuneration committee of the board of Ferroglobe PLC shall have the right to decide, in its sole discretion, whether or not awards will be granted and to
which employees those awards will be granted.

The detailed rules of the Plan are set out overleaf.

 CONTENTS

Rule Page

1. DEFINITIONS AND INTERPRETATION -1 -

2. ELIGIBILITY -3 -
3. GRANT OF AWARDS -3 -
4. LIMITS -6 -
5. VESTING OF AWARDS -7 -
6. CONSEQUENCES OF VESTING -8 -
7. EXERCISE OF OPTIONS -9 -
8. CASH ALTERNATIVE - 10 -
9. LAPSE OF AWARDS - 11 -
10. LEAVERS - 11 -
11. TAKEOVERS AND OTHER CORPORATE EVENTS - 13 -
12. ADJUSTMENT OF AWARDS - 15 -
13. RECOVERY AND WITHHOLDING - 16 -
14. ALTERATIONS - 18 -
15. MISCELLANEOUS - 19 -
1. DEFINITIONS AND INTERPRETATION
1.1 In the Plan, unless the context otherwise requires:
"Award" means a Conditional Award or an Option and in each case (other than as noted below) designated as
one of the following for the purposes of the Plan as determined by the Committee on or prior to the grant of the
Award:
(a) a "Deferred Share Award" – a Conditional Award or an Option with no Performance Conditions;
(b) a "Deferred Share Bonus Award " – a Conditional Award or an Option with no Performance Conditions
and related to a deferral of annual bonus;
(c) a "Performance Share Award" – a Conditional Award or an Option with Performance Conditions; or
(d) a "Market Value Option Award " – an Option with an Option Price set by reference to the market value
of Shares at the time of the grant of the Option and granted with or without Performance Conditions;
"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly
authorised person;
"Bonus" means a bonus payable under a discretionary bonus arrangement operated by a Participating Company;
“Cause” shall have the meaning set out in the relevant employee or executive director’s employment or service
agreement;
"Compensation Committee" means the compensation committee of the Board or, on and after the occurrence of
a corporate event described in Rule 11 (Takeovers and other corporate events), the compensation committee of
the Board as constituted immediately before such event occurs;
"Company" means Ferroglobe PLC (registered in England and Wales with registered number09425113);
"Conditional Award" means a conditional right to acquire Shares under the Plan subject to the terms applicable
to such Award;
"Control" means control within the meaning of section 995 of the Income Tax Act 2007;
"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule
3.5;
"Early Vesting Date" means either:
(a) the later of:
(i) the date of cessation of employment or office of a Participant in the circumstances referred to in Rule
10.1(Good leavers); and
(ii) early determination of any Performance Condition relating to such cessation; or
(b) the date of the relevant event in Rule 11.1 (General offers) or Rule 11.2 (Schemes of arrangement and
winding up) or the date of Vesting referred to in Rule 11.3 (Demergers and similar events);

- 1 -
"Exercise Period" means the period referred to in Rule 7.1 during which an Option may be exercised;
“Good Reason” shall have the meaning set out in the relevant employee or executive director’s employment or
service agreement;
"Grant Date" means the date on which an Award is granted;
"Group Member" means:
(c) a Participating Company or a body corporate which is the Company's holding company (within the
meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;
(d) a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of the
Companies Act 2006) of a body corporate within paragraph (a) above and has been designated by the
Board for this purpose; and
(e) any other body corporate in relation to which a body corporate within paragraph (a) or (b) above is able
(whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated
by the Board for this purpose;
"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;
"Net Vested Shares" means the Vested Shares acquired or received by a Participant on or following the Vesting
of a Conditional Award, less: (a) a number of Shares that have an aggregate market value on the date of Vesting
(in the case of Conditional Awards) or exercise (in the case of Options) equal to the Participant’s Tax Liability
due and arising on the Vesting or exercise of the Award, or (b) if the Vested Shares are sold to satisfy the
Participant's Tax Liability due on the Vesting or exercise of an Award, such number of Vested Shares so sold;
"Normal Vesting Date" means the date specified by the Committee for an Award for such purposes pursuant to
Rule 3.3 (Structure and type of Award);
"Normal Vesting Period" means the period of time commencing at the start of the Grant Date and expiring at the
end of the Normal Vesting Date;
"Option" means a conditional right to acquire Shares under the Plan subject to the terms applicable to such
Award;
"Option Price" means:
(f) other than in the case of an Market Value Option Award, nil or such nominal amount, if any, payable on
the exercise of such Option per Share acquired as specified by the Committee on or prior to the grant of
the Option;
(g) in the case of a Market Value Option Award, such amount payable on the exercise of such Option per
Share acquired at such time which unless the Committee specifies otherwise shall be set by reference to the
meaning of market value as described in Rule 4.3;
"Participant" means a person who holds an Award including his personal representatives, as permitted under
applicable law;
"Participating Company" means the Company or any Subsidiary of the Company;

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 "Performance Condition" means a condition or conditions related to performance against one or more measures
which is specified by the Committee under Rule 3.1 (Terms of grant);
"Plan" means the Ferroglobe PLC Equity Incentive Plan as amended from time to time;
"Recovery and Withholding" means an obligation to repay the amounts referred to in Rule 13.4;
"Rule" means a rule of the Plan;
"Shares" means fully paid ordinary shares in the capital of the Company;
"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the
Companies Act 2006);
"Tax Liability " means (i) any amount of tax or social security contributions (or local equivalent) for which a
Participant would or may be liable and for which any Group Member or former Group Member would or may be
obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority and (ii) any
related Group Member’s liability to social security contributions (or local equivalent)if such a liability is specified
as an additional condition for the relevant Award on or prior to its Grant Date under Rule 3.1(b) ( Terms of
grant));
"Vest" means:
(h) in relation to an Option, it becoming exercisable;
(i) in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to him (or
his nominee) subject to the Rules; and Vesting shall be construed accordingly;
"Vested Shares" means those Shares in respect of which an Award Vests.
1.2 Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified,
extended or re-enacted.
1.3 Where the context admits, a reference to the singular includes the plural and a reference to the male includes the
female.
1.4 Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.
2. ELIGIBILITY
An individual is eligible to be granted an Award only if he is an employee (including an executive director) of a
Participating Company.
3. GRANT OF AWARDS
3.1 Terms of grant
Subject to Rule 3.7 (Timing of grant), Rule 3.8 (Approvals and consents) and Rule 4 (Limits), the Committee
may resolve to grant an Award on:
(a) the terms set out in the Plan; and

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 (b) such additional terms if any (whether a Performance Condition and/or any other terms) as the Committee
may specify to any person who is eligible to be granted an Award under Rule 2 (Eligibility).
3.2 Vesting of Deferred Share Bonus Award is not subject to Performance Conditions. The Committee may
determine whether or not other Awards are subject to Performance Conditions, provided that at least two-thirds
(or such other proportion as may be set under the Company’s executive directors’ remuneration policy from time
to time) of the total Awards granted to an executive director in any financial year shall be subject to Performance
Conditions.
3.3 Structure and type of Award
On or before an Award’s Grant Date, the Committee shall specify:
(a) whether the Award is as a Conditional Award or an Option and in each case (other than as stated below)
shall designate such Award as one of the following for the purposes of the Plan:
(i) a Deferred Share Award;
(ii) a Deferred Share Bonus Award;
(iii) a Performance Share Award; or
(iv) a Market Value Option Award (only relevant in relation to Options);
(b) in the case of an Option its Option Price (if any); and
(c) the Award’s Normal Vesting Date;
Awards shall be set with a Normal Vesting Date of the third anniversary of the Award’s Grant Date unless the
Committee determines otherwise for the relevant Award on or prior to its Grant Date save that no earlier Normal
Vesting Date may be specified in relation any such Awards granted to executive directors of the Company unless
the Committee determines otherwise in accordance with prevailing shareholder approved remuneration policy as
relevant.
3.4 Method of grant
An Award shall be granted by deed executed by the Company or in such other manner as considered appropriate
and binding.
3.5 Dividend Equivalent
The Committee may decide on or before the grant of an Award (or exceptionally at any time prior to the Vesting
of the Award) that a Participant (or his nominee) shall be entitled to receive a benefit determined by reference to
the value of the dividends that would have been paid on the Vested Shares in respect of dividend payment dates
occurring during the period between the Grant Date and the date of Vesting.
The Committee shall decide the basis on which the value of such dividends shall be calculated. The Committee
may also decide at this time whether the Dividend Equivalent shall be provided to the Participant in the form of
cash and/or Shares. The Dividend Equivalent shall be provided in accordance with Rule 6.3 (Delivery of
Dividend Equivalent).

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3.6 Type of Shares
Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied:
(a) by the issue of new Shares; and/or
(b) by the transfer of treasury Shares; and/or
(c) by the transfer of Shares (other than the transfer of treasury Shares).
An employee benefit trust may be used in connection with the Plan to satisfy an Award.
The Committee may decide to change the way in which it is intended that an Award granted as an Option or a
Conditional Award may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).
3.7 Timing of grant
Subject to Rule 3.8 (Approvals and consents), an Award may only be granted:
(a) within the period of 6 weeks beginning with the date shareholders approve the Plan in general meeting;
and/or
(b) within the period of 6 weeks beginning with the dealing day after the date on which the Company
announces its results for any period; and/or
(c) at any other time when the Committee considers that circumstances are sufficiently exceptional to justify
its grant
but an Award may not be granted after the period of 10 years beginning with the date of the Board’s adoption of
the Plan.
3.8 Approvals and consents
The grant of any Award shall be subject to obtaining any approval or consent required under any relevant share
dealing code of the Company or any other relevant regulation or enactment.
3.9 Non-transferability and bankruptcy
An Award granted to any person:
(a) shall not be transferred, assigned, charged or otherwise disposed of (except on his death to his personal
representatives) and shall lapse immediately on any attempt to do so; and
(b) may, at the Committee’s discretion, lapse immediately if he is declared bankrupt.
3.10 Awards to US Participants
Awards (other than Market Value Option Awards) granted to Participants who are subject to income taxation in
the United States ("US Participants") shall be subject to following additional terms:
(a) Such Awards shall be structured as Conditional Awards;
(b) Each such Award is intended to be either (i) exempt from Section 409A of the US Internal Revenue Code
of 1986, as amended, and the regulations and guidance issued thereunder

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 (collectively, "Section 409A") upon reliance of the short term deferral exception provided thereunder or
(ii) compliant with Section 409A.
(c) To the extent a Conditional Award Vests, and is intended to be exempt from 409A as a short term
deferral, then no Shares (or other asset) shall be delivered under the Plan in respect of such Award
(including in respect of any Dividend Equivalent) later than the 15th of March following the calendar year
in which such Award so Vests (i.e. the calendar year in which such award is no longer subject to a
"substantial risk of forfeiture" for the purposes of Section 409A).
(d) It is intended that each payment in any series of payments under such Awards shall be deemed to be a
“separate payment” for purposes of Section 409A.
(e) To the extent that any Award is subject to Section 409A, then any such Award that is payable upon
“cessation of employment” shall be (i) payable only if such cessation is also a separation from service
within the meaning of Section 409A, and (ii) subject to delay in payment for a period of six months
following such separation from service, if the Participant is a “specified employee” within the meaning of
Section 409A.
4. LIMITS
4.1 10% per cent. in 10 years limit on New Issue and Treasury Shares
An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the
number of new Shares and/or treasury Shares ‘allocated’ in the period of 10 calendar years ending with that
calendar year under the Plan and under any other employee share plan (i.e. all types of employee share plans:
discretionary, all-employee or otherwise) adopted by the Company to exceed such number as represents 10 per
cent. of the ordinary share capital of the Company in issue at that time.
Allocated shall be determined on such basis as the Committee reasonably determines and for the avoidance of
doubt shall not count lapsed Awards and/or those settled with market Shares (not being treasury) or cash.
4.2 5% per cent. in 10 years limit on New Issue and Treasury Shares
An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the
number of new Shares and/or treasury Shares ‘allocated’ in the period of 10 calendar years ending with that
calendar year under the Plan and under any other executive share plan (i.e. only discretionary share plans and
not including all-employee plans) adopted by the Company to exceed such number as represents 5 per cent. of
the ordinary share capital of the Company in issue at that time.
Allocated shall be determined on such basis as the Committee reasonably determines and for the avoidance of
doubt shall not count lapsed Awards and/or those settled with market Shares (not being treasury) or cash.
4.3 Individual limit
The maximum total market value of Shares (calculated as set out in this Rule) over which Awards, in aggregate
may be granted to any employee during any financial year of the Company is 1,000% of his salary (as defined in
this Rule).
For the purpose of this Rule 4.3:

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 (i) an employee’s salary shall be taken to be his base salary (excluding benefits in kind), expressed as an
annual rate payable by the Participating Companies to him on the Grant Date (or such earlier date as the
Committee shall determine). Where a payment of salary is made in a currency other than US$, the
payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of
exchange which the Committee may reasonably select; and
(ii) unless the Committee determines otherwise the market value of the Shares over which an Award is to be
granted shall be taken to be an amount equal to the closing price of such Shares on the dealing day before
the Grant Date or, if the Committee so determines (other than in the case of Market Value Option Awards
granted to US Participants), the average of the closing prices during a period determined by the Committee
not exceeding the period of 5 dealing days ending with the dealing day before the Grant Date provided
such dealing day(s) do not fall within any period when dealings in Shares are prohibited under the
Company’s share dealing code.
4.4 Effect of limits
Any Award shall be limited and take effect so that the limits in this Rule 4 are complied with.
5. VESTING OF AWARDS
5.1 Timing of Vesting
Subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues), an Award shall Vest on the later of:
(a) if any Performance Condition and any other condition has been imposed on the Vesting of the Award, the
date on which the Committee determines whether or not such Performance Condition or other condition
has been wholly or partly satisfied; and
(b) the Award’s Normal Vesting Date
except where earlier Vesting occurs on an Early Vesting Date under Rule 10 ( Leavers) or Rule 11 (Takeovers
and other corporate events).
5.2 Extent of Vesting
An Award shall only Vest to the extent:
(a) that any Performance Condition is satisfied on the Normal Vesting Date or, if appropriate, the Early
Vesting Date;
(b) that any other term imposed on the Vesting of the Award permits;
(c) in relation to Vesting before the Normal Vesting Date, in accordance with Rules 10.6 and 11.5 ( Reduction
in number of Vested Shares); and
(d) any operation of the Recovery and Withholding provisions permit.
Where, under Rule 10 (Leavers) or Rule 11 (Takeovers and other corporate events), an Award would (subject to
the satisfaction of any Performance Condition) Vest before the end of the full period over which performance
would be measured under any Performance Condition then, unless provided to the contrary by the Performance
Condition, the extent to which the

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 Performance Condition has been satisfied in such circumstances shall be determined by the Committee on such
reasonable basis as it decides.
5.3 Restrictions on Vesting: regulatory and tax issues
An Award shall not Vest unless and until the following conditions are satisfied:
(a) the Vesting of the Award, and the issue or transfer of Shares after such Vesting, would be lawful in the
relevant jurisdictions for that Award and in compliance with any relevant share dealing code of the
Company and any other relevant regulation or enactment;
(b) if, on the Vesting of the Award, a Tax Liability would arise by virtue of such Vesting and the Board
decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 5.4 (Payment of
Tax Liability) then the Participant must have entered into arrangements acceptable to the Board that the
relevant Group Member will receive the amount of such Tax Liability; and
(c) where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election
under Part 7 of ITEPA ( Employment income: elections to disapply tax charge on restricted securities ) or
an election under Section 83(b) of the Internal Revenue Code in the case of US Participants or any similar
arrangement in any overseas jurisdiction.
For the purposes of this Rule 5.3, references to Group Member include any former Group Member.
5.4 Tax liability before Vesting
If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant
must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of
such Tax Liability. If no such arrangement is made then the Participant shall be deemed to have authorised the
Company to sell or procure the sale of sufficient of the Shares subject to his Award on his behalf to ensure that
the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares
subject to his Award shall be reduced accordingly.
For the purposes of this Rule 5.4, references to Group Member include any former Group Member.
5.5 Payment of Tax Liability
The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the
Vesting of his Award on his behalf to ensure that any relevant Group Member or former Group Member receives
the amount required to discharge any Tax Liability which arises on Vesting except to the extent that the Board
decides that all or part of that Tax Liability shall be funded in a different manner.
6. CONSEQUENCES OF VESTING
6.1 Options
An Option shall, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues ), be
exercisable in respect of Vested Shares during the period commencing on the date on which an Option Vests and
expiring on the eve of the 10 th anniversary of the Award’s Grant

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 Date (or such shorter period specified by the Committee on or prior to grant of the Award) subject to it lapsing
earlier under Rule 10 (Leavers) or Rule 11 (Takeovers and other corporate events).
If an Option is not exercised during the last 30 days of the Exercise Period because of any regulatory restrictions
referred to in Rule 7.1(a), the Committee may extend the period during which the Option (other than a Market
Value Option Award held by a US Participant) may be exercised so as to permit the Option to be exercised as
soon as those restrictions cease to apply for such limited period as the Committee determines appropriate.
6.2 Conditional Awards
On or as soon as reasonably practicable after the Vesting of a Conditional Award, the Board shall, subject to Rule
5.5 (Payment of Tax Liability) and any arrangement made under Rule 5.3(b)(Restrictions on Vesting: regulatory
and tax issues), transfer or procure the transfer of the Vested Shares to the Participant (or a nominee for him).
6.3 Delivery of dividend equivalent
If the Committee decided under Rule 3.5 (Treatment of dividends) that a Participant would be entitled to the
Dividend Equivalent in relation to Shares under their Award but did not decide at that time whether the Dividend
Equivalent would be provided in the form of cash and/or Shares, then the Committee shall make such decision
on or before the Vesting of the Award.
The Committee, acting fairly and reasonably, may decide to exclude the value of all or part of a special dividend
or any other dividend from the amount of the Dividend Equivalent.
The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or
transfer of Vested Shares (or such earlier time no earlier than the related Award’s Vesting Date) and:
(a) in the case of a cash payment, shall be subject to such deductions (on account of any Tax Liability or
similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or
desirable; or
(b) in the case of a provision of Shares, Rule 5.3 (Restrictions on Vesting: regulatory and tax issues ) and
Rule 5.5 (Payment of Tax Liability) shall apply as if such provision was the Vesting of an Award.
7. EXERCISE OF OPTIONS
7.1 Restrictions on the exercise of an Option: regulatory and tax issues
An Option which has Vested may not be exercised unless the following conditions are satisfied:
(a) the exercise of the Option and the issue or transfer of Shares after such exercise would be lawful in all
relevant jurisdictions and in compliance with any relevant share dealing code of the Company and any
other relevant regulation or enactment;
(b) if, on the exercise of the Option, a Tax Liability would arise by virtue of such exercise and the Board
decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 7.4 (Payment of
Tax Liability) then the Participant must have entered into arrangements acceptable to the Board that the
relevant Group Member shall receive the amount of such Tax Liability; and

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 (c) where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election
under Part 7 of ITEPA ( Employment income: elections to disapply tax charge on restricted securities ) or
any similar arrangement in any overseas jurisdiction.
For the purposes of this Rule 7.1, references to Group Member include any former Group Member.
7.2 Exercise in whole or part
An Option may be exercised in whole or part in respect of no more than its aggregate number of Vested Shares.
7.3 Method of exercise
The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the
Committee, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 7.1
(Restrictions on the exercise of an Option: regulatory and tax issues ), take effect only when the Company
receives it, together with payment of any relevant Option Price (or, if the Board so permits, an undertaking to pay
that amount).
7.4 Payment of Tax Liability
The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the
exercise of his Option on his behalf to ensure that any relevant Group Member receives the amount required to
discharge any Tax Liability which arises on such exercise except to the extent that the Board decides that all or
part of the Tax Liability shall be funded in a different manner.
7.5 Transfer or allotment timetable
As soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 7.4
(Payment of Tax Liability) and any arrangement made under Rule 7.1(b) (Restrictions on exercise: regulatory
and tax issues), transfer or procure the transfer to him (or a nominee for him) or, if appropriate, allot to him (or a
nominee for him) the number of Shares in respect of which the Option has been exercised.
7.6 Lapse of Options
An Option which has become exercisable shall lapse at the end of the Exercise Period to the extent it has not
been exercised unless it lapses earlier under Rule 10 (Leavers) or Rule 11 (Takeovers and other corporate
events).
8. CASH ALTERNATIVE
8.1 Committee determination
Where an Option has been exercised or where a Conditional Award Vests and Vested Shares have not yet been
allotted or transferred to the Participant (or his nominee), the Committee may determine that, in substitution for
his right to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction
of his right to acquire those Shares), he shall be paid by way of additional employment income a sum equal to
the cash equivalent (as defined in Rule 8.3) of that number of Shares in accordance with the following provisions
of this Rule 8.

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8.2 Limitation on the use of this Rule
Rule 8.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of
Rule 8.1 would cause:
(a) the grant of the Award to be unlawful or for it to fall outside any applicable securities law exclusion or
exemption; or
(b) adverse tax or social security contribution consequences for the Participant or any Group Member as
determined by the Board.
8.3 Cash equivalent
For the purpose of this Rule 8, the cash equivalent of a Share is:
(a) in the case of a Conditional Award, the market value of a Share on the day when the Award Vests;
(b) in the case of an Option, the market value of a Share on the day when the Option is exercised reduced by
the Option Price in respect of that Share.
Market value on any day shall be determined as follows:
(c) if on the day of Vesting or exercise, Shares are quoted on NASDAQ, the closing price of a Share on that
day; or
(d) if Shares are not so quoted, such value of a Share as the Committee reasonably determines.
8.4 Payment of cash equivalent
As soon as reasonably practicable after the Committee has determined under Rule 8.1 that a Participant shall be
paid a sum in substitution for his right to acquire any number of Vested Shares:
(a) the Company shall pay to him or procure the payment to him of that sum in cash; and
(b) if he has already paid the Company for those Shares, the Company shall return to him the amount so paid
by him.
In the event that the terms of an Award included a condition (specified on or prior to the Award’s Grant Date
under Rule 3.1(b) (Terms of grant)) for the Participant to meet the cost of any Group Member’s social security
contributions in respect of his Award the Committee may reduce the sum otherwise payable under this Rule by
reference to what the Participant’s Tax Liability would have been if the Award had been settled in Shares.
8.5 Deductions
There shall be deducted from any payment under this Rule 8 such amounts (on account of Tax Liability or
similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or
desirable.
9. LAPSE OF AWARDS
An Award shall lapse:

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 (a) in accordance with the Rules; or
(b) to the extent it does not Vest under these Rules.
10. LEAVERS
10.1 Good leavers before the Normal Vesting Date – other than death
If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date by
reason of:
(a) injury or disability evidenced to the satisfaction of the Committee;
(b) his office or employment being with either a company which ceases to be a Group Member or relating to
a business or part of a business which is transferred to a person who is not a Group Member;
(c) termination without Cause, or resignation for Good Reason; (d) for any other reason, if the Committee
so decides, then
(i) subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues ), Rule 10.8 (Death following
cessation of employment) and Rule 11 (Takeovers and other corporate events), his Award shall Vest
on the Normal Vesting Date and Rule 10.6 ( Leavers: reduction in number of Vested Shares ) shall
apply; unless
(ii) the individual is a US Participant holding an Award that is not a Market Value Option Award or
otherwise the Committee so decides that, subject to Rule 5.3 (Restrictions on Vesting: regulatory
and tax issues), his Award shall Vest on the Early Vesting Date and Rule 10.6 ( Leavers: reduction
in number of Vested Shares) shall apply; and
an Award in the form of an Option which Vests under (i) or (ii) above may, subject to Rule 7.1 ( Restrictions on
exercise) and Rule 11 (Takeovers and other corporate events), be exercised in respect of the Vested Shares
within the period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise
Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.
10.2 Leavers on or after the Normal Vesting Date – other than death
If a Participant who holds an Option that is Vested ceases to be a director or employee of a Group Member on or
after the Normal Vesting Date for any reason other than termination for Cause then, subject to Rule 7.1
(Restrictions on exercise)and Rule 11 (Takeovers and other corporate events), that Option shall continue to be
exercisable to its Vested extent for a period of 12 months commencing on the date of cessation (or, if shorter,
until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end
of that period.
10.3 Participant's death before the Normal Vesting Date
If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date by
reason of death then subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues), his Award shall Vest
on the Early Vesting Date and Rule 10.6( Leavers: reduction in number of Vested Shares ) shall apply and any
such Award in the form of an Option may, subject to Rule 7.1 ( Restrictions on exercise) and Rule 11 (Takeovers
and other corporate

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 events), be exercised in respect of the Vested Shares within the period of 12 months commencing on the date of
Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it
shall lapse at the end of that period.
10.4 Participant's death on or after the Normal Vesting Date
If a Participant who holds an Option ceases to be a director or employee of a Group Member on or after the
Normal Vesting Date by reason of death then, subject to Rule 7.1 ( Restrictions on exercise) and Rule 11
(Takeovers and other corporate events), that Option shall continue to be exercisable for a period of 12 months
commencing on the date of cessation (or, if shorter, until the expiry of the Exercise Period) and to the extent that
the Option is not exercised, it shall lapse at the end of that period.
10.5 Cessation of employment in other circumstances
If a Participant ceases to be a director or employee of a Group Member for any reason other than those specified
in Rules 10.1 to 10.4 (Good leavers) or otherwise determined by the Committee under Rule 10.1(d) then any
Award held by him shall lapse immediately on such cessation.
10.6 Leavers: reduction in number of Vested Shares
Where an Award Vests under this Rule 10 on or after a Participant ceasing to be a director or employee of a
Group Member, the Committee shall determine the number of Vested Shares of that Award by the following
steps:
(a) applying any Performance Condition and any other condition imposed on the Vesting of the Award; and
(b) solely in the case of Rule 10.1(d), applying a pro rata reduction to the number of Shares determined under
10.6(a) based on the period of time after the Grant Date and ending on the date of cessation relative to the
Normal Vesting Period.
If an Award Vests under any of Rules 11.1 to 11.3 when the holder of that Award has ceased to be a director or
employee of a Group Member then this Rule 10.6 shall take precedence over Rule 11.5.
10.7 Meaning of ceasing employment
A Participant shall not be treated for the purposes of this Rule 10 as ceasing to be a director or employee of a
Group Member until such time as he is no longer a director or employee of any Group Member. If any
Participant ceases to be such a director or employee before the Vesting of his Award in circumstances where he
retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or
employee until such time (if at all) as he ceases to have such a right to return to work while not acting as an
employee or director.
The reason for the termination of office or employment of a Participant shall be determined by reference to Rules
10.1 to 10.5 regardless of whether such termination was lawful or unlawful.
10.8 Death following cessation of employment
If a Participant dies following cessation of employment in circumstances where his Award did not lapse but it has
not Vested by the time of his death, it shall Vest immediately on his death to the extent determined by reference
to the time of cessation in accordance with Rule 10.1(d)(ii).

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 An Award in the form of an Option that Vests under this Rule may, subject to Rule 7.1 ( Restrictions on exercise)
and Rule 11 (Takeovers and other corporate events), be exercised in respect of the Vested Shares within the
period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period)
and, to the extent that the Option is not exercised, it shall lapse at the end of that period.
10.9 Deferred Share Bonus Awards
Notwithstanding any other provision in this Rule 10, Deferred Share Bonus Awards shall Vest in full immediately
upon cessation of employment, except that:
(a) if such cessation is due to the Participant’s voluntary resignation without Good Reason, then the
Committee may in its reasonable discretion determine the extent to which such Award shall Vest, if at all;
and
(b) in case of termination for Cause, such Awards shall lapse immediately.
11. TAKEOVERS AND OTHER CORPORATE EVENTS
11.1 General offers
In the event that any person (or group of persons acting in concert):
(a) obtains Control of the Company as a result of making a general offer to acquire Shares; or
(b) having obtained Control of the Company makes such an offer and such offer becomes unconditional in
all respects then, subject to Rule 11.4 (Internal reorganisations), the following provisions shall apply:
(i) subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues ), all Awards shall Vest on the date
of such event if they have not then Vested and Rule 11.5 (C orporate events: reduction in number of
Vested Shares) shall apply; and
(ii) any Option may, subject to Rule 7.1 (Restrictions on exercise), be exercised within one month of the date
of such event (or, if shorter, until the expiry of the Exercise Period), but to the extent that an Option is not
exercised within that period, that Option shall (regardless of any other provision of the Plan) lapse at the
end of that period.
11.2 Schemes of arrangement and winding up
In the event that:
(a) a compromise or arrangement is sanctioned by the Court under section 899 of the Companies Act 2006 in
connection with or for the purposes of a change in Control of the Company; or
(b) the Company passes a resolution for a voluntary winding up of the Company; or
(c) an order is made for the compulsory winding up of the Company
all Awards shall, subject to Rule 5.3 ( Restrictions on Vesting: regulatory and tax issues ) and Rule 11.4 (Internal
reorganisations), Vest on the date of such event if they have not then Vested and Rule 11.5 (C orporate events:
reduction in number of Vested Shares) shall apply.

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 If an event as described in this Rule occurs then an Option may, subject to Rule 7.1 (Restrictions on exercise)
and Rule 11.4 (Internal reorganisations ), be exercised within one month of such event (or, if shorter, until the
expiry of the Exercise Period), but to the extent that the Option is not exercised within that period, it shall
(regardless of any other provision of the Plan) lapse at the end of that period.
11.3 Demergers and similar events
If a demerger, special dividend or other similar event (the “Relevant Event”) is proposed which, in the opinion
of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its
discretion, decide that the following provisions shall apply:
(a) the Committee shall, as soon as reasonably practicable after deciding to apply these provisions, notify a
Participant that, subject to earlier lapse under Rule 10 (Leavers), his Award Vests and, if relevant, his
Option may, subject to Rule 7.6 (Lapse of Options) and Rule 10 (Leavers), be exercised on such terms as
the Committee may determine and during such period preceding the Relevant Event or on the Relevant
Event as the Committee may determine and shall (regardless of any other provision of the Plan) lapse at
the end of that period to the extent unexercised;
(b) if an Award Vests, or an Option is exercised, conditional upon the Relevant Event and such event does
not occur then the conditional Vesting or exercise shall not be effective and the Award shall continue to
subsist; and
(c) if the Committee decides that an Award Vests under this Rule 11.3 then the date of that Vesting shall be
the Early Vesting Date and the provisions of Rule 11.5 ( Corporate events: reduction in number of Vested
Shares) shall apply.
11.4 Internal reorganisations
In the event that:
(a) a company (the "Acquiring Company") is expected to obtain Control of the Company as a result of an
offer referred to in Rule 11.1 (General offers) or a compromise or arrangement referred to in Rule 11.2(a)
(Schemes of arrangement and winding up); and
(b) at least 75% of the shares in the Acquiring Company are expected to be held by substantially the same
persons who immediately before the obtaining of Control of the Company were shareholders in the
Company
then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such
Control that an Award shall not Vest under Rule 11.1 or Rule 11.2 but shall be automatically surrendered in
consideration for the grant of a new award which the Committee determines is equivalent to the Award
(including as to any Performance Condition) it replaces except that it will be over shares in the Acquiring
Company or some other company.
The Rules will apply to any new award granted under this Rule 11.4 as if references to Shares were references to
shares over which the new award is granted and references to the Company were references to the company
whose shares are subject to the new award.
11.5 Corporate events: reduction in number of Vested Shares
If an Award Vests under any of Rules 11.1 to 11.3, the Committee shall determine the number of Vested Shares
of that Award by applying any Performance Condition and any other condition

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 imposed on the Vesting of the Award on such basis as the Remuneration Committee considers appropriate
(which may include regard to forecasted performance.
12. ADJUSTMENT OF AWARDS
12.1 General rule
In the event of:
(a) any variation of the share capital of the Company; or
(b) a demerger, special dividend or other similar event which affects the market price of Shares to a material
extent
the Committee shall make such adjustments as appropriate under Rule 12.2 (Method of adjustment).
12.2 Method of adjustment
An adjustment made under this Rule shall be to one or more of the following:
(a) the number of Shares comprised in an Award;
(b) subject to Rule 12.3 (Adjustment below nominal value), the Option Price; and
(c) where any Award has Vested or Option has been exercised but no Shares have been transferred or allotted
after such Vesting or exercise, the number of Shares which may be so transferred or allotted and (if
relevant) the price at which they may be acquired.
12.3 Adjustment below nominal value
An adjustment under Rule 12.2 may have the effect of reducing the price at which Shares may be subscribed for
on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is
authorised:
(a) to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of
the Shares in respect of which the Option is exercised and which are to be allotted after such exercise
exceeds the price at which the Shares may be subscribed for; and
(b) to apply that sum in paying up such amount on such Shares
so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall
capitalise that sum (if any) and apply it in paying up that amount.
13. RECOVERY AND WITHHOLDING
13.1 Applicability of Recovery and Withholding
This Rule 13 shall apply to Awards regardless of any other provisions of the Plan.
13.2 Events that can lead to Recovery and Withholding: Awards other than Deferred Bonus Awards
In the case of a Performance Share Award, Deferred Share Award or Market Value Option, the Committee may
decide at any time within the three year period commencing on the date on

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 which an Award Vests (the " Relevant Discovery Period") that the individual to whom the Award was granted
(the "Relevant Individual") shall be subject to Recovery and Withholding in respect of such Award if the
Committee forms the view that:
(a) there has been a material misstatement (including any omission) in the Company's financial statements
and such misstatement resulted either directly or indirectly in that Award Vesting to a greater degree than
would have been the case had that misstatement not been made;
(b) in assessing any Performance Condition and/or any other condition imposed on the Award such
assessment was based on an error, or on inaccurate or misleading information or assumptions and that
such error, information or assumptions resulted either directly or indirectly in that Award Vesting to a
greater degree than would otherwise have been the case had that error not been made; or
(c) the Relevant Individual ceases to be a director or employee of a Group Member (as defined in Rule 10.7)
for Cause on the part of that individual or the Committee is of the view that the relevant individual could
have been summarily terminated for Cause in each case in relation to an act or acts preceding the Vesting
of the Award.
13.3 Events that can lead to Recovery and Withholding: Deferred Bonus Awards
In the case of a Deferred Bonus Award, the Committee may decide at any time within the three year period
commencing on the Award’s Grant Date (the " Relevant Discovery Period") that the individual to whom the
Award was granted (the "Relevant Individual") shall be subject to Recovery and Withholding in respect of such
Award if the Committee forms the view that:
(a) there has been a material misstatement (including any omission) in the Company's financial statements
and such misstatement resulted either directly or indirectly in that Award being granted over a greater
number of Shares than would have been the case had that misstatement not been made;
(b) in assessing any bonus metric and/or any other condition imposed on the Bonus in relation to which the
Award was granted such assessment was based on an error, or on inaccurate or misleading information or
assumptions and that such error, information or assumptions resulted either directly or indirectly in the
Award being granted over a greater number of Shares than would otherwise have been the case had that
error not been made; or
(c) the Relevant Individual ceases to be a director or employee of a Group Member (as defined in Rule 10.7)
for Cause on the part of that individual or the Committee is of the view that the relevant individual could
have been summarily terminated for Cause in each case in relation to an act or acts preceding the grant (or
Vesting if relevant) of the Award.
13.4 Amount to be subject to Recovery and Withholding
The Committee shall determine the amount to be subject to Recovery and Withholding which:
(a) where Rule 13.2(a) and/or (b) applies, shall be all or part of the additional value which the Committee
considers has Vested to and/or was otherwise received by the Relevant Individual in the circumstances
referred to in those Rules;
(b) where Rule 13.3(a) and/or (b) applies, shall be all or part of the additional value or number Shares in
relation to which the Committee considers was granted under the Award and/or was otherwise received by
the Relevant Individual in the circumstances referred to in those Rules;

- 17 -
 (c) where Rule 13.2(c) or Rule 13.4(c) applies, shall be all or part of such value which the Committee
determines would have not Vested and/or would have not otherwise been received or granted under the
Award had the Award lapsed in full in connection with the Cause or otherwise not have been granted.
Any determinations under this Rule 13.4 shall be on such basis as the Committee reasonably decides and must be
completed by the Committee no later than the second anniversary of the end of the Relevant Discovery Period.
If the Relevant Individual has ceased to be a director or employee of a Group Member (as defined in Rule 10.7)
when the Recovery and Withholding is applied, or ceases to be such a director or employee before the Recovery
and Withholding has been satisfied in full, then the amount (or remaining amount if applicable) subject to
Recovery and Withholding shall be limited to the net (post-tax) amount of such additional value.
13.5 Satisfaction of the Recovery and Withholding
The Recovery and Withholding shall be satisfied as set out in Rules 13.5(a) and/or 13.5(b).
(a) The Committee may reduce (including, if appropriate, reducing to zero) any of the following elements of
the remuneration of the Relevant Individual:
(i) the amount of any future bonus which would, but for the operation of the Recovery and
Withholding, be payable to the Relevant Individual in respect of any relevant financial year under
any bonus plan operated by any Group Member; and/or
(ii) the number of Shares subject to any future Awards that were proposed to be granted to the Relevant
Individual under the Plan; and/or
(b) The Committee may require the relevant individual to pay to such Group Member as the Committee may
direct, and on such terms as the Committee may direct (including, but without limitation to, on terms that
the relevant amount is to be deducted or withheld from the Relevant Individual's salary or from any other
payment to be made to the Relevant Individual by any Group Member), such amount as is required for the
Recovery and Withholding to be satisfied in full.
Any reduction made pursuant to Rule 13.5(a)(ii) and/or (iii) shall be made at such time or times as the Committee
determines appropriate and which, in the case of unvested awards, shall be at the time they would otherwise
ordinarily vest unless the Committee decides otherwise.
13.6 Reduction in Awards to give effect to recovery and withholding provisions in other plans
The Committee may decide at any time to reduce the number of Shares subject to any future Award (including, if
appropriate, reducing to zero) to give effect to recovery and withholding provisions of any form and/or name
contained in any incentive plan or any bonus plan operated by any Group Member. The value of the reduction
shall be in accordance with the terms of the relevant provisions of the relevant plan or, in the absence of any
such term, on such basis as the Committee, acting fairly and reasonably, decides is appropriate.
13.7 Compliance with law
Notwithstanding Rules 13.1 to 13.6, to the extent and in the manner required by applicable law (including
without limitation Section 304 of the Sarbanes-Oxley Act) and/or the rules and regulations of NASDAQ or other
securities exchange or inter-dealer quotation system on which the Company’s Ordinary Shares are listed or
quoted (collectively, the “Rules”), awards shall be

- 18 -
 subject (including on a retroactive basis for a maximum of up to eighteen months) to, in order of action: first,
forfeiture or similar requirements set forth in such Rules, and if not possible because such amounts are
insufficient, clawback (and such requirements shall be deemed incorporated by reference into the Plan).
14. ALTERATIONS
14.1 General rule on alterations
Except as described in Rule 14.2 (Shareholder approval ) and Rule 14.4 (Alterations to disadvantage of
Participants) the Committee may at any time alter the Plan or the terms of any Award.
14.2 Shareholder approval
Except as described in Rule 14.3 (Exceptions to shareholder approval ), no alteration to the advantage of an
individual to whom an Award has been or may be granted shall be made under Rule 14.1 to the provisions
concerning:
(a) eligibility;
(b) the individual limits on participation;
(c) the overall limits on the issue of Shares or the transfer of treasury Shares;
(d) the basis for determining a Participant’s entitlement to, and the terms of, Shares or cash provided under
the Plan;
(e) the adjustments that may be made in the event of any variation of capital; and
(f) the terms of this Rule 14.2
without the prior approval by ordinary resolution of the members of the Company in general meeting.
14.3 Exceptions to shareholder approval
Rule 14.2 (Shareholder approval) shall not apply to:
(a) any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or
to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any
Group Member; or
(b) any alteration relating to the Performance Condition made under Rule 14.5.
14.4 Alterations to disadvantage of Participants
No alteration to the material disadvantage of Participants (other than a change to any Performance Condition)
shall be made under Rule 14.1 unless:
(a) the Board shall have invited every relevant Participant to indicate whether or not he approves the
alteration; and
(b) the alteration is approved by a majority of those Participants who have given such an indication.

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14.5 Alterations to a Performance Condition
The Committee may amend any Performance Condition without prior shareholder approval if:
(a) an unexpected event (whether corporate or external) has occurred which causes the Committee
reasonably to consider that it would be appropriate to amend the Performance Condition;
(b) the altered Performance Condition will, in the fair and reasonable opinion of the Committee, be not
materially more or less difficult to satisfy than the unaltered Performance Condition would have been but
for the event in question; and
(c) the Committee shall act fairly and reasonably and consult Participants in making the alteration.
14.6 Discontinuance, Cancellation, Amendment and Termination
The Committee may at any time discontinue granting Awards under the Plan and with the consent of the
Participant, may at any time cancel an existing Award in whole or in part.
15. MISCELLANEOUS
15.1 Employment
The rights and obligations of any individual under the terms of his office or employment with any Group
Member shall not be affected by his participation in the Plan or any right which he may have to participate in
it. An individual who participates in the Plan waives any and all rights to compensation or damages in
consequence of the termination of his office or employment for any reason whatsoever insofar as those rights
arise or may arise from him ceasing to have rights under an Award as a result of such termination. Participation
in the Plan shall not confer a right to continued employment upon any individual who participates in it. The
grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to
receive any further Award.
15.2 Disputes
In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right
arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.
15.3 Exercise of powers and discretions
The exercise of any power or discretion by the Committee shall not be open to question by any person and a
Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any
such power or discretion.
15.4 Share rights
All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights
attaching to such Shares by reference to a record date before the date of the allotment.
Where Vested Shares are transferred to Participants (or their nominee) Participants shall be entitled to all rights
attaching to such Shares by reference to a record date on or after the date of such transfer or release of such
restrictions.

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15.5 Notices
Any notice or other communication under or in connection with the Plan may be given:
(a) by personal delivery or by internal or ordinary post, in the case of a company to the company secretary at
its registered office or to such other address as may from time to time be notified to an individual, and in
the case of an individual to his last known address, or, where he is a director or employee of a Group
Member, either to his last known address or to the address of the place of business at which he performs
the whole or substantially the whole of the duties of his office or employment;
(b) in an electronic communication to their usual business address or such other address for the time being
notified for that purpose to the person giving the notice; or
(c) by such other method as the Board determines.
Where a notice or document is sent to an eligible employee or Participant by ordinary or internal post, it shall be
treated as being received 72 hours after it was put into the post properly addressed and, where relevant,
stamped. In all other cases, the notice or document shall be treated as received when it is given. A notice or
document sent to the Company shall only be effective once it is received by the Company, unless otherwise
agreed by the Company. All notices and documents given or sent to the Company shall be given or sent at the
risk of the sender.
15.6 Third parties
No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the
Plan.
15.7 Benefits not pensionable
Benefits provided under the Plan shall not be pensionable.
15.8 Data Protection
Each Participant consents to the collection, processing and transfer of his personal data for any purpose relating
to the operation of the Plan. This includes:
(a) providing personal data to any Group Member and any third party such as trustees of any employee
benefit trust, administrators of the Plan, registrars, brokers and any of their respective agents;
(b) processing of personal data by any such Group Member or third party;
(c) transferring personal data to a country outside the European Economic Area (including a country which
does not have data protection laws equivalent to those prevailing in the European Economic Area); and
(d) providing personal data to potential purchasers of the Company, the Participant’s employer or the
business in which the Participant works.
15.9 Overseas Plans
The Committee may establish further plans based on the Plan but modified to take account of local tax, exchange
control or securities laws in overseas territories, provided that any shares made available under such further plans
are treated as counting against the limits on individual or overall participation in the Plan.

- 21 -
15.10 Governing law
The Plan and all Awards shall be governed by and construed in accordance with the law of England and Wales
and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

- 22 -
 Exhibit 4.8

Execution Version

BORROWER NAME: FERROGLOBE PLC - SYNDICATED LNS

DEAL CUSIP: G3385UAA3
FACILITY CUSIP: G3385UAB1

$250,000,000 REVOLVING CREDIT FACILITY

CREDIT AGREEMENT

by and among

FERROGLOBE PLC,
as the Borrower

THE GUARANTORS PARTY HERETO

and

THE LENDERS PARTY HERETO

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

PNC BANK, NATIONAL ASSOCIATION, as Issuing Lender and Swing Loan Lender

PNC CAPITAL MARKETS LLC, CITIZENS BANK, NATIONAL ASSOCIATION and BMO
CAPITAL MARKETS CORP.,
as Joint Lead Arrangers and Bookrunners

CITIZENS BANK, NATIONAL ASSOCIATION, as Syndication Agent

BMO CAPITAL MARKETS CORP., as Documentation Agent

Dated as of February 27, 2018

 TABLE OF CONTENTS

Page

1. CERTAIN DEFINITIONS 1
1.1 Certain Definitions. 1
1.2 Construction. 42
1.3 Accounting Principles; Changes in IFRS 42
1.4 Currency Calculations 43
1.5 Pro Forma Computations 43

2. REVOLVING CREDIT AND SWING LOAN FACILITIES 44

2.1 Revolving Credit Commitments. 44
2.1.1 Revolving Credit Loans; Optional Currency Loans. 44
2.1.2 Swing Loan Commitment. 44
2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans. 44
2.3 Commitment Fees. 44
2.4 Termination or Reduction of Revolving Credit Commitments. 45
2.5 Revolving Credit Loan Requests; Swing Loan Requests. 45
2.5.1 Revolving Credit Loan Requests. 45
2.5.2 Swing Loan Requests. 46
2.6 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of 46
Revolving Credit Loans; Borrowings to Repay Swing Loans.
2.6.1 Making Revolving Credit Loans. 46
2.6.2 Presumptions by the Administrative Agent 46
2.6.3 Making Swing Loans. 47
2.6.4 Repayment of Revolving Credit Loans 47
2.6.5 Borrowings to Repay Swing Loans. 47
2.6.6 Swing Loans Under Cash Management Agreements. 48
2.7 Notes. 48
2.8 Use of Proceeds 48
2.9 Letter of Credit Subfacility 48
2.9.1 Issuance of Letters of Credit 48
2.9.2 Letter of Credit Fees. 50
2.9.3 Disbursements, Reimbursement 50
2.9.4 Repayment of Participation Advances. 52
2.9.5 Documentation. 52
2.9.6 Determinations to Honor Drawing Requests. 52
2.9.7 Nature of Participation and Reimbursement Obligations. 53
2.9.8 Indemnity 54
2.9.9 Liability for Acts and Omissions. 54
2.9.10 Issuing Lender Reporting Requirements. 56
2.10 Defaulting Lenders 56
2.11 Utilization of Commitments in Optional Currencies. 58

(i)
 2.11.1 Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans that are Optional Currency Loans
and Letters of Credit Outstanding; Repayment in Same Currency 58
2.11.2 European Monetary Union. 58
2.12 Extensions of the Expiration Date. 59
2.12.1 First Request; Approval by All Lenders. 59
2.12.2 Second Request; Approval by All Lenders. 59
2.12.3 Approval by Required Lenders. 60

3. Increase in Revolving Credit Commitments 60

3.1 Increasing Lenders and New Lenders. 60
3.2 Treatment of Outstanding Loans and Letters of Credit 61

4. INTEREST RATES 62
4.1 Interest Rate Options 62
4.1.1 Revolving Credit Interest Rate Options. 62
4.1.2 Swing Loan Interest 62
4.1.3 Rate Calculations; Rate Quotations. 62
4.2 Interest Periods 63
4.2.1 Amount of Borrowing Tranche 63
4.2.2 Renewals. 63
4.2.3 No Conversion of Optional Currency Loans. 63
4.3 Interest After Default 63
4.3.1 Letter of Credit Fees, Interest Rate 63
4.3.2 Other Obligations. 63
4.3.3 Acknowledgment 63
4.4 Rates Unascertainable; Illegality; Increased Costs; Deposits Not Available; Optional Currency Not Available 64
4.4.1 Unascertainable 64
4.4.2 Illegality; Increased Costs. 64
4.4.3 Optional Currency Not Available 64
4.4.4 Administrative Agent’s and Lender’s Rights. 64
4.5 Termination of LIBOR 65
4.6 Selection of Interest Rate Options 66

5. PAYMENTS 66
5.1 Payments. 66
5.2 Pro Rata Treatment of Lenders. 67
5.3 Sharing of Payments by Lenders. 67
5.4 Presumptions by Administrative Agent 68
5.5 Interest Payment Dates. 68
5.6 Voluntary Prepayments. 69
5.6.1 Right to Prepay 69
5.6.2 Reserved. 70
5.6.3 Designation of a Different Lending Office 70
5.7 Mandatory Prepayment for Currency Fluctuations 70
5.8 Increased Costs. 70

(ii)
 5.8.1 Increased Costs Generally 70
5.8.2 Capital Requirements. 71
5.8.3 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans. 71
5.8.4 Delay in Requests. 71
5.8.5 Additional Reserve Requirements. 71
5.9 Taxes. 72
5.9.1 Issuing Lender 72
5.9.2 Payments Free of Taxes. 72
5.9.3 Payment of Other Taxes by the Loan Parties. 73
5.9.4 Indemnification by the Loan Parties. 73
5.9.5 Indemnification by the Lenders. 74
5.9.6 VAT Reimbursement 74
5.9.7 VAT Indemnification. 74
5.9.8 Evidence of Payments. 74
5.9.9 Status of Lenders. 75
5.9.10 Treatment of Certain Refunds 75
5.9.11 Survival. 76
5.10 Indemnity 76
5.11 Settlement Date Procedures. 76
5.12 Currency Conversion Procedures for Judgments. 77
5.13 Indemnity in Certain Events 77

6. REPRESENTATIONS AND WARRANTIES 77

6.1 Representations and Warranties. 77
6.1.1 Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default 77
6.1.2 Subsidiaries and Owners; Investment Companies 78
6.1.3 Validity and Binding Effect 78
6.1.4 No Conflict; Material Agreements; Consents. 78
6.1.5 Litigation. 79
6.1.6 Financial Statements 79
6.1.7 Margin Stock. 80
6.1.8 Senior Debt Status. 80
6.1.9 Labor Matters. 80
6.1.10 Non-US Loan Parties. 80
6.1.11 Brokers, etc 81
6.1.12 Full Disclosure 82
6.1.13 Taxes. 82
6.1.14 Patents, Trademarks, Copyrights, Licenses, Etc 82
6.1.15 Liens in the Collateral 83
6.1.16 Insurance 83
6.1.17 Pension Compliance 83
6.1.18 Environmental Matters. 84
6.1.19 Solvency 84
6.1.20 Anti-Terrorism Laws. 85
6.1.21 Centre of Main Interests and Establishments. 85

(iii)
 6.1.22 Anti-Corruption Law 85
6.2 Updates to Schedules. 85

7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT 85

7.1 First Loans and Letters of Credit 85
7.1.1 Deliveries. 85
7.1.2 No Material Adverse Change 87
7.1.3 Payment of Fees 87
7.2 Each Loan or Letter of Credit 88

8. COVENANTS 88
8.1 Affirmative Covenants. 89
8.1.1 Preservation of Existence, Etc 89
8.1.2 Payment of Liabilities, Including Taxes, Etc 89
8.1.3 Maintenance of Insurance 89
8.1.4 Maintenance of Properties. 89
8.1.5 Visitation Rights. 90
8.1.6 Keeping of Records and Books of Account 90
8.1.7 Compliance with Laws; Use of Proceeds. 90
8.1.8 Further Assurances. 90
8.1.9 Anti-Terrorism Laws; International Trade Law Compliance 90
8.1.10 Keepwell 91
8.1.11 Post-Closing Covenant 91
8.2 Negative Covenants. 91
8.2.1 Indebtedness. 91
8.2.2 Liens; Lien Covenants 94
8.2.3 [Reserved] 94
8.2.4 Loans, Guaranties and Investments. 94
8.2.5 Restricted Payments. 96
8.2.6 Liquidations, Mergers, Consolidations. 98
8.2.7 Dispositions of Assets or Subsidiaries. 99
8.2.8 Affiliate Transactions. 101
8.2.9 Subsidiaries, Partnerships and Joint Ventures. 101
8.2.10 Continuation of or Change in Business 104
8.2.11 Fiscal Year 104
8.2.12 [Reserved] 104
8.2.13 Changes in Organizational Documents 104
8.2.14 Capital Expenditures and Leases. 105
8.2.15 Sale and Leaseback Transactions 105
8.2.16 Maximum Net Total Leverage Ratio. 105
8.2.17 Minimum Interest Coverage Ratio. 105
8.2.18 UK Pensions. 105
8.2.19 Limitation on Negative Pledges. 105
8.3 Reporting Requirements. 106
8.3.1 Quarterly Financial Statements. 106
8.3.2 Annual Financial Statements. 106
8.3.3 Certificates of the Borrower 106

(iv)
 8.3.4 Notices. 107

9. DEFAULT 108
9.1 Events of Default 108
9.1.1 Failure to Pay 108
9.1.2 Breach of Warranty 108
9.1.3 Reserved. 108
9.1.4 Breach of Negative Covenants, Visitation Rights or Anti-Terrorism Laws 108
9.1.5 Breach of Other Covenants. 109
9.1.6 Defaults under 2022 Notes or Other Agreements or Indebtedness 109
9.1.7 Final Judgments or Orders. 109
9.1.8 Loan Document Unenforceable 109
9.1.9 Uninsured Losses; Proceedings Against Assets. 109
9.1.10 Events Relating to Pension Plans and Multiemployer Plans. 109
9.1.11 Change of Control 110
9.1.12 Insolvency Proceedings. 110
9.2 Consequences of Event of Default 110
9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. 110
9.2.2 Bankruptcy, Insolvency or Reorganization Proceedings. 110
9.2.3 Set-off 110
9.2.4 Application of Proceeds 111

10. THE ADMINISTRATIVE AGENT 112

10.1 Appointment and Authority 112
10.2 Rights as a Lender 112
10.3 Exculpatory Provisions. 113
10.4 Reliance by Administrative Agent 113
10.5 Delegation of Duties. 114
10.6 Resignation of Administrative Agent 114
10.7 Non-Reliance on Administrative Agent and Other Lenders. 115
10.8 No Other Duties, etc 116
10.9 Administrative Agent’s Fee 116
10.10 Authorization to Release Collateral and Guarantors. 116
10.11 No Reliance on Administrative Agent’s Customer Identification Program 116
10.12 Agent for French Collateral Documents and Related Matters. 116

11. MISCELLANEOUS 117

11.1 Modifications, Amendments or Waivers. 117
11.1.1 Increase of Commitment 117
11.1.2 Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment 117
11.1.3 Release of Collateral or Guarantor 117
11.1.4 Miscellaneous. 117
11.2 No Implied Waivers; Cumulative Remedies. 118
11.3 Expenses; Indemnity; Damage Waiver 118
11.3.1 Costs and Expenses. 118

(v)
 11.3.2 Indemnification by the Borrower 119
11.3.3 Reimbursement by Lenders. 120
11.3.4 Waiver of Consequential Damages, Etc 120
11.3.5 Payments. 120
11.4 Holidays. 120
11.5 Notices; Effectiveness; Electronic Communication. 121
11.5.1 Notices Generally 121
11.5.2 Electronic Communications. 121
11.5.3 Change of Address, Etc 121
11.6 Severability 121
11.7 Duration; Survival 122
11.8 Successors and Assigns 122
11.8.1 Successors and Assigns Generally 122
11.8.2 Assignments by Lenders. 122
11.8.3 Register 124
11.8.4 Participations. 124
11.8.5 Certain Pledges; Successors and Assigns Generally 125
11.9 Confidentiality 126
11.9.1 General 126
11.9.2 Sharing Information With Affiliates of the Lenders. 126
11.10 Counterparts; Integration; Effectiveness 127
11.10.1 Counterparts; Integration; Effectiveness 127
11.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF
JURY TRIAL 127
11.11.1 Governing Law 127
11.11.2 SUBMISSION TO JURISDICTION 127
11.11.3 WAIVER OF VENUE. 128
11.11.4 SERVICE OF PROCESS 128
11.11.5 WAIVER OF JURY TRIAL 128
11.12 USA PATRIOT Act Notice 129
11.13 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. 129
11.14 Replacement of a Lender 129

12. THE UK SECURITY TRUSTEE 130

12.1 UK Security Trustee as Trustee 130
12.2 Enforcement through UK Security Trustee only 131
12.3 Instructions 131
12.4 Duties of the UK Security Trustee 132
12.5 No Fiduciary Duties to the Borrower 132
12.6 No Duty to Account 133
12.7 Business with the Borrower and its Subsidiaries. 133
12.8 Rights and Discretions. 133
12.9 Responsibility for Documentation. 134
12.10 No Duty to Monitor 135
12.11 Exclusion of Liability 135
12.12 Secured Parties' indemnity to the UK Security Trustee 136
12.13 Resignation of the UK Security Trustee 137

(vi)
 12.14 Confidentiality 137
12.15 Information from the Secured Parties. 137
12.16 Credit Appraisal by the Lenders. 138
12.17 No responsibility to perfect UK Collateral 138
12.18 Insurance by UK Security Trustee 139
12.19 Custodians and nominees. 139
12.20 Delegation by the UK Security Trustee 139
12.21 Additional UK Security Trustees 139
12.22 Acceptance of title 140
12.23 Winding up of trust 140
12.24 Releases 140
12.25 Powers supplemental to Trustee Acts. 140
12.26 Disapplication of Trustee Acts 140
12.27 Section 12 Governing Law 141

13. THE SPANISH SECURITY AGENT 141

13.1 Appointment of the Spanish Security Agent 141
13.2 Power of Attorney 141
13.3 Duties of the Spanish Security Agent 141
13.4 No fiduciary duties. 142
13.5 Instructions to Spanish Security Agent and Exercise of Discretion. 142
13.6 No Responsibility to perfect security 142
13.7 Spanish Security Agent's Actions. 143
13.8 Spanish Security Agent's Discretions 143
13.9 Spanish Security Agent's Obligations. 143
13.10 Excluded Obligations. 143
13.11 Exclusion of Liability 144
13.12 Own Responsibility 144
13.13 Acceptance of Title 145
13.14 Release of rights 145

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(A) - PRICING GRID

SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(D) - INITIAL DOMESTIC GUARANTORS
SCHEDULE 1.1(E) - EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(F) - INITIAL FOREIGN GUARANTORS
SCHEDULE 1.1(H) - PERMITTED HOLDERS
SCHEDULE 1.1(P) - EXISTING LIENS
SCHEDULE 6.1.2 - SUBSIDIARIES

(vii)
SCHEDULE 7.1.1 - OPINION OF COUNSEL
SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 8.1.11 - POST-CLOSING MATTERS
SCHEDULE 8.2.1 - EXISTING INDEBTEDNESS
SCHEDULE 8.2.4 - EXISTING INVESTMENT COMMITMENTS
SCHEDULE 8.2.8 - AFFILIATE TRANSACTIONS

EXHIBITS

EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER
EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT
EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2) - SWING LOAN NOTE
EXHIBIT 1.1(IP) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(1) - UK PLEDGE AGREEMENT
EXHIBIT 1.1(P)(2) - SPANISH PLEDGE AGREEMENT
EXHIBIT 1.1(P)(3) - FRENCH PLEDGE AGREEMENT
EXHIBIT 1.1(S)(1) - US SECURITY AGREEMENT
EXHIBIT 1.1(S)(2) - UK SECURITY AGREEMENT
EXHIBIT 1.1(S)(3) - SPANISH SECURITY AGREEMENT
EXHIBIT 2.5.1 - LOAN REQUEST
EXHIBIT 2.5.2 - SWING LOAN REQUEST
EXHIBIT 3.1 - NEW LENDER JOINDER
EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE

(viii)
 CREDIT AGREEMENT

THIS CREDIT AGREEMENT (as hereafter amended, this “Agreement”) is dated as of February 27, 2018 and is made by and
among:

(i) FERROGLOBE PLC, a public limited company organized under the laws of England and Wales with a registered address
at 5 Fleet Place, London EC4M 7RD, United Kingdom and registered number 09425113 (the “Borrower”);

(ii) each of the GUARANTORS (as hereinafter defined) party hereto from time to time;

(iii) each of the LENDERS (as hereinafter defined) party hereto from time to time;

(iv) PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (in
such capacity as the “Administrative Agent”);

(v) PNC BANK, NATIONAL ASSOCIATION, in its capacity as an Issuing Lender (hereinafter defined); and

(vi) PNC BANK, NATIONAL ASSOCIATION, in its capacity as Swing Loan Lender (hereinafter defined).

The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal
amount not to exceed $250,000,000 (subject to increase as set forth herein). In consideration of their mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

1. CERTAIN DEFINITIONS

1.1 Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms
shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

2022 Indenture shall mean the Indenture dated February 15, 2017 among the Borrower and Globe, as issuers
thereunder, certain guarantors party thereto and Wilmington Trust, National Association, as trustee, registrar, transfer agent and paying
agent (as amended, replaced or otherwise modified pursuant to this Agreement).

2022 Notes shall mean the 9.375% promissory notes due March 1, 2022 issued by the Borrower and Globe pursuant
to, and governed by, the 2022 Indenture.

Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, in its capacity as
administrative agent hereunder.

Administrative Agent’s Fee shall have the meaning specified in Section 10.9 [Administrative Agent’s Fee].
 Administrative Agent’s Letter shall have the meaning specified in Section 10.9 [Administrative Agent’s Fee].

Affiliate as to any Person shall mean any other Person (a) which directly or indirectly controls, is controlled by, or is
under common control with such Person, (b) which beneficially owns or holds 20% or more of any class of the voting or other equity
interests of such Person, or (c) 20% or more of any class of voting interests or other equity interests of which is beneficially owned or
held, directly or indirectly, by such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly,
to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

Aggregate Asset Percentage shall mean the percentage obtained by dividing (a) the sum of the assets of the Loan
Parties, less (i) goodwill; (ii) intercompany accounts receivable from Guarantors; (iii) investments in Guarantors; (iv) receivables from
Related Parties; (v) the portion of assets attributable to minority equity holders in a Guarantor; and (vi) assets attributable to the
hydropower operations of FerroAtlantica, by (b) consolidated total assets of the Borrower and its Subsidiaries, less (i) goodwill; (ii) the
assets attributable to the Alloy, West Virginia and Becancour, Canada facilities, which are jointly held with Dow Corning; and (iii)
assets attributable to the hydropower operations of FerroAtlantica and Hidro Nitro Española, S.A.

Aggregate EBITDA Percentage shall mean the percentage obtained by dividing (a) the sum of the unconsolidated
EBITDA of the Loan Parties, less (i) the portion of unconsolidated EBITDA attributable to minority equity holders in a Guarantor and
(ii) unconsolidated EBITDA attributable to the hydropower operations of FerroAtlantica, by (b) Consolidated EBITDA, less the portion
thereof attributable to (i) the Alloy, West Virginia and Becancour, Canada facilities, which are jointly held with Dow Corning; (ii)
minority equity holders in a Guarantor; and (iii) the hydropower operations of FerroAtlantica and Hidro Nitro Española, S.A. The
computation of “unconsolidated EBITDA” under clause (a) hereof, shall be made, to the extent applicable, in a manner consistent with
the definition of Consolidated EBITDA, as if the Loan Party in question were the Borrower thereunder but, as to each such Loan Party,
not on a consolidated basis.

Aggregate Sales Percentage shall mean the percentage obtained by dividing (a) the sum of the unconsolidated
external sales of the Loan Parties, less (i) the portion of sales attributable to minority equity holders in a Guarantor and (ii) sales
attributable to the hydropower operations of FerroAtlantica, by (b) consolidated sales of the Borrower and its Subsidiaries, less (i) sales
from the Alloy, West Virginia and Becancour, Canada facilities, which are jointly held with Dow Corning; (ii) the portion of sales
attributable to minority equity holders in a Guarantor; and (iii) sales attributable to the hydropower operations of FerroAtlantica and
Hidro Nitro Española, S.A.

Agreed Guaranty Principles shall mean:

(a) other than with respect to US Subsidiaries, all upstream and cross-stream guaranties must be limited by corporate
benefit restrictions if so applicable and required;

(b) other than with respect to US Subsidiaries, all guaranties must be limited by financial assistance restrictions if so
applicable and required;

2
 (c) all guaranties must be limited to the extent necessary in order to avoid any personal civil or criminal liability of
any director or officer arising as a result of providing such guaranty or such guaranty being enforced by the holders of the Notes;

(d) all guaranties must be limited to the extent necessary to avoid any breach of fraudulent conveyance or
preference, thin capitalization rules or any other general statutory laws or regulations (or analogous restrictions) of any applicable
jurisdiction; and

(e) no guaranty shall be given to the extent it would result in costs that are disproportionate to the benefit obtained
by the beneficiaries of such guaranty (as reasonably determined by the Administrative Agent).

For the avoidance of doubt, for the purposes of this definition, “cost” includes, but is not limited to, income tax cost, registration taxes
payable on the granting or enforcement of any guarantee, stamp duties, out-of-pocket expenses, and other fees and expenses directly
incurred by the relevant guarantor or any of its direct or indirect owners, subsidiaries or Affiliates.

Agreed Security Principles shall mean that no Lien shall be created or perfected to the extent that it would:

(a) other than with respect to US Subsidiaries, result in any breach of corporate benefit, financial assistance,
fraudulent preference or thin capitalization laws or regulations (or analogous restrictions) of any applicable jurisdiction;

(b) result in a significant risk to the officers of the relevant grantor of the Lien of contravention of their fiduciary
duties and/or of civil or criminal liability; or

(c) result in costs that are disproportionate to the benefit obtained by the beneficiaries of such Lien (as reasonably
determined by the Administrative Agent).

For the avoidance of doubt, for the purposes of this definition, “cost” includes, but is not limited to, income tax cost, registration taxes
payable on the creation or enforcement or for the continuance of any Lien, stamp duties, out-of-pocket expenses, and other fees and
expenses directly incurred by the relevant grantor of Liens or any of its direct or indirect owners, subsidiaries or Affiliates.

Anti-Terrorism Laws shall mean, as to any Person, any Laws relating to terrorism, trade sanctions programs and
embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or
enforced pursuant to such Laws, in each case, applicable to such Person, all as amended, supplemented or replaced from time to time,
including but not limited to any law or regulation or other restrictive measure and administered or enforced from time to time by the
United Nations Security Council, the European Union or any of its member states’ governments, (following it ceasing to be a member
state of the European Union) the United Kingdom and the Office of Foreign Assets Control.

Applicable Commitment Fee Rate shall mean one-half percent (0.50%) per annum.

3
 Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on the Net Total Leverage Ratio
then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Letter of Credit Fee.”

Applicable Margin shall mean, as applicable:

(a) the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans under the Base Rate
Option based on the Net Total Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading
“Revolving Credit Base Rate Spread”, or

(b) the percentage spread to be added to the Euro-Rate applicable to Revolving Credit Loans under the Euro-Rate
Option based on the Net Total Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading
“Revolving Credit Euro-Rate Spread”.

Approved Fund shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Arranger shall mean each of PNC Capital Markets LLC, Citizens Bank, National Association and BMO Capital
Markets Corp. in its capacities as joint lead arranger and bookrunner in connection with this Agreement and the credit and loan
facilities contemplated hereby and its respective successors and assigns in such capacities.

Asset Sale shall mean any direct or indirect sale, lease, transfer, conveyance and other disposition (or series of related
sales, leases, transfers, conveyances or other dispositions) by the Borrower or any of its Subsidiaries to any Person (other than a Loan
Party or by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party) of (a) any of the Equity Interests of any
of the Borrower’s Subsidiaries, (b) all or substantially all of the assets of any division or line of business of the Borrower or any of its
Subsidiaries or (c) any other assets (whether tangible or intangible) of the Borrower or any of its Subsidiaries, other than (i) assets sold
in the ordinary course of business, (ii) Permitted Investments in the ordinary course of business, (iii) sales, assignments, discounts,
transfers or dispositions of accounts or notes (including for less than the face value thereof) in the ordinary course of business for
purposes of compromise or collection and (iv) any such other assets to the extent that the aggregate fair market value of such assets sold
in any single transaction or related series of transactions is equal to
$35,000,000 or less.

Assignment and Assumption Agreement shall mean an assignment and assumption agreement entered into by a
Lender and an assignee permitted under Section 11.8 [Successors and Assigns], in substantially the form of Exhibit 1.1(A).

Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial
Officer, Treasurer or Assistant Treasurer of such Loan Party, any manager or the members (as applicable) in the case of any Loan Party
which is a limited liability company, or such other individuals, designated by written notice to the Administrative

4
Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of such Loan Party required hereunder.
The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative
Agent.

Bail-In Action shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution
Authority in respect of any liability of an EEA Financial Institution.

Bail-In Legislation shall mean, with respect to any EEA Member Country implementing Article 55 of Directive
2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member
Country from time to time which is described in the EU Bail-In Legislation Schedule.

Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Fed
Overnight Bank Funding Rate, plus fifty basis points (0.50%), (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 100 basis points
(1.00%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change
occurs. Notwithstanding the foregoing, if the Base Rate as determined in the manner provided for above would be less than zero percent
(0.00%) per annum, such rate shall be deemed to be zero percent (0.00%) per annum for purposes of this Agreement.

Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set
forth in Section 4.1.1(a) [Revolving Credit Base Rate Options].

Borrower shall mean Ferroglobe PLC, a public limited company organized under the laws of England and Wales with
a registered address at 5 Fleet Place, London EC4M 7RD, United Kingdom and registered number 09425113, and its permitted
successors and assigns.

Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion
thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

Borrowing Tranche shall mean specified portions of Loans outstanding as follows:

(a) any Loans to which a Euro-Rate Option applies which are in Dollars or in the same Optional Currency advanced under the same
Loan Request by the Borrower and which have the same Interest Period shall constitute one Borrowing Tranche, and (b) all Loans to
which a Base Rate Option applies shall constitute one Borrowing Tranche.

Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are
authorized or required to be closed for business in Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to
which the Euro-Rate Option applies, such day must also be a day on which dealings are carried on in the Relevant Interbank Market.

Capital Expenditures shall mean for any period, with respect to any Person, the aggregate of all expenditures by such
Person for the acquisition of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and
improvements during such period) which are required to be capitalized under IFRS on a consolidated balance sheet of such

5
Person, excluding (i) any such expenditures made to restore, replace or rebuild assets to the condition of such assets immediately prior
to any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of,
such assets to the extent such expenditures are made with insurance proceeds, condemnation awards or damage recovery proceeds
relating to any such casualty, damage, taking, condemnation or similar proceeding and (ii) any such expenditures constituting
Permitted Acquisitions or any other acquisition of all the Equity Interests in, or all or substantially all the assets of (or the assets
constituting a business unit, division, product line or line of business of) any Person. Capital Expenditures for any such period shall
include the principal portion of Capital Lease Obligations or Synthetic Lease Obligations paid by any such Person in any such period.

Capital Lease Obligations shall mean the obligations of any Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal, immovable or movable, property, or a combination thereof, which
obligations are required to be accounted for as capital leases on a balance sheet of such Person in accordance with IFRS, and the
amount of such obligations shall be the capitalized amount thereof determined in accordance with IFRS.

Cash shall mean money, currency or a credit balance in a Deposit Account.

Cash Collateralize shall mean to pledge and deposit with or deliver to Administrative Agent, for the benefit of the
Issuing Lender and the Lenders having Revolving Credit Commitments, as collateral for the Letter of Credit Obligations, Cash pursuant
to documentation reasonably satisfactory to Administrative Agent and the Issuing Lender (which documents are hereby consented to
by such Lenders) in an amount equal to one hundred three percent (103%) of such Letter of Credit Obligations. Such Cash collateral
shall be maintained in blocked, non-interest bearing deposit accounts of the Borrower or a Loan Party at PNC (or the bank that is the
successor Administrative Agent). “Cash Collateral” shall have the correlative meaning.

Cash Management Agreements shall have the meaning specified in Section 2.6.6 [Swing Loans Under Cash
Management Agreements].

CEA shall mean the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor
statute.

CFTC shall mean the Commodity Futures Trading Commission.

Change in Law shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption
or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof
by any Official Body or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law)
by any Official Body; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection
therewith (whether or not having the force of Law) and (ii) all requests, rules, regulations, guidelines, interpretations or
directives promulgated by the Bank for International Settlements, the Basel

6
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities
(whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law
regardless of the date enacted, adopted, issued, promulgated or implemented.

Change of Control shall mean (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the Permitted Holders, shall become, or obtain rights
(whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under
the Exchange Act), directly or indirectly, of more than thirty-five percent (35%) of the issued and outstanding Equity Interests of the
Borrower, which Equity Interests, at such time, amount to more of the issued and outstanding Equity Interests of the Borrower than
those held by the Permitted Holders, (b) the Borrower shall cease to own, directly or indirectly through Wholly Owned Subsidiaries, one
hundred percent (100%) of the issued and outstanding Equity Interests of Globe, or (c) the Borrower shall cease to own, directly or
indirectly through Wholly Owned Subsidiaries, one hundred percent (100%) of the issued and outstanding Equity Interests of each of
Grupo, FerroAtlántica and FerroPem.

CIP Regulations shall have the meaning specified in Section 10.11 [No Reliance on Administrative Agent’s Customer
Identification Program].

Closing Date shall mean the Business Day on which the first Loan shall be made, which, subject to the provisions of
Section 7 [Conditions of Lending and Issuance of Letters of Credit], shall be February 27, 2018.

Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time,
and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

Collateral shall mean (a) the collateral under (i) a Security Agreement, (ii) a Pledge Agreement, (iii) a Patent,
Trademark and Copyright Security Agreement or (iv) any other Collateral Document or (b) any Cash collateral referred to in the
definition of Cash Collateralize.

Collateral Document shall mean (a) each of each Patent, Trademark and Copyright Security Agreement, each Pledge
Agreement, and each Security Agreement, including the UK Collateral Documents and the Spanish Collateral Documents, and (b) each
other agreement, instrument or document delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents
in order to grant to Administrative Agent, the UK Security Trustee or the Spanish Security Agent, on behalf of the Lenders, a Lien on
any property of such Loan Party as security for the Obligations, each of which under this clause (b) shall be in form and substance
reasonably satisfactory to Administrative Agent.

Commitment shall mean as to any Lender its Revolving Credit Commitment and, in the case of the Swing Loan
Lender, its Swing Loan Commitment, and Commitments shall mean the aggregate of the Revolving Credit Commitments and Swing
Loan Commitment of all of the Lenders.

7
 Commitment Fee shall have the meaning specified in Section 2.3 [Commitment Fees].

Compliance Certificate shall have the meaning specified in Section 8.3.3 [Certificate of the Borrower].

Computation Date shall have the meaning specified in Section 2.11.1 [Periodic Computations of Dollar Equivalent
amounts of Revolving Credit Loans and Letters of Credit Outstanding, Etc.].

Connection Income Taxes shall mean Other Connection Taxes that are imposed on or measured by net income
(however denominated) or that are franchise Taxes or branch profits Taxes.

Consolidated Cash Interest Expense shall mean, for any period, Consolidated Interest Expense for such period, less
the sum for such period of (a) interest on any Indebtedness paid by the increase in the principal amount of such Indebtedness including
by issuance of additional Indebtedness of such kind or the accretion or capitalization of interest as principal and
(b) items described in clause (c) of the definition of “Consolidated Interest Expense”. For purposes of calculating Consolidated Cash
Interest Expense for any period, if during such period, the Borrower or any of its Subsidiaries shall have consummated a Material
Acquisition or a Material Disposition, Consolidated Cash Interest Expense for such period shall be calculated after giving pro forma
effect thereto in accordance with Section 1.5 [Pro Forma Computations].

Consolidated EBITDA for any period of determination shall mean Consolidated Net Income for such period, (a) plus,
without duplication, and in each case only to the extent (and in the same proportion) deducted or not included in determining such
Consolidated Net Income:

(i) Consolidated Interest Expense,

(ii) the amortization expense of the Borrower and its Subsidiaries for such period, determined on a consolidated basis
in accordance with IFRS,

(iii) the depreciation expense of the Borrower and its Subsidiaries for such period, determined on a consolidated basis
in accordance with IFRS,

(iv) the income and franchise tax expense, including other similar taxes measured on income or revenues, of the
Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with IFRS,

(v) non-cash employee or director compensation expense in the form of Equity Interests of the Borrower;

(vi) fees and out-of-pocket expenses incurred in connection with any proposed or actual issuance of any Equity
Interests or Indebtedness or any proposed or actual acquisitions, Investments, and Asset Sales permitted under the Loan
Documents;

8
 (vii) proceeds of business interruption insurance to the extent not included in Consolidated Net Income;

(viii) customary and reasonable fees, commissions and other out-of-pocket expenses in connection with the
preparation and negotiation of the Loan Documents and the consummation of the transactions contemplated thereby and in
connection with any other Indebtedness permitted under this Agreement;

(ix) commissions, discounts, yield and other fees and expenses (including interest expense) related to any Permitted
Securitization Arrangements; and

(x) any other non-cash charges (excluding the amortization of a prepaid cash item that was paid in a prior period or
any write-down or write off of, or reserve for, inventory for such period), provided that if any non-cash charge represents an
accrual of a reserve for cash charges in any future period, the cash payment in respect thereof in such future period shall be
subtracted from Consolidated EBITDA in the period so made;

(b) minus, the aggregate amount of all non-cash gains increasing Consolidated Net Income (other than the accrual of
revenue or recording of receivables in the ordinary course of business) for such period.

For purposes of calculating Consolidated EBITDA for any period, if during such period, the Borrower or any of its Subsidiaries shall
have consummated a Material Acquisition or a Material Disposition, Consolidated EBITDA for such period shall be calculated after
giving pro forma effect thereto in accordance with Section 1.5 [Pro Forma Computations].

Consolidated Interest Expense shall mean, for any period, the total consolidated interest expense of the Borrower and
its Subsidiaries for such period determined on a consolidated basis in accordance with IFRS, plus, without duplication:

(a) imputed interest on Capital Lease Obligations and Synthetic Lease Obligations of the Borrower and its
Subsidiaries for such period;

(b) commissions, discounts and other fees and charges owed by the Borrower or any of its Subsidiaries with respect
to the Letters of Credit and other letters of credit securing financial obligations, bankers’ acceptance financing, receivables financings
and similar credit transactions for such period;

(c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by
the Borrower or any of its Subsidiaries for such period;

(d) cash contributions to any employee stock ownership plan or similar trust made by the Borrower or any of its
Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Borrower
or any of its Wholly Owned Subsidiaries) in connection with Indebtedness incurred by such plan or trust for such period;

9
 (e) all interest paid or payable with respect to discontinued operations of the Borrower or any of its Subsidiaries for
such period;

(f) the interest portion of any payment obligations of the Borrower or any of its Subsidiaries for such period deferred
for payment at any future time, whether or not such future payment is subject to the occurrence of any contingency, and includes the
interest portion of any and all payments representing the purchase price and any assumptions of Indebtedness and/or contingent
obligations and any so-called earn-out obligations; and

(g) all fees payable under the Loan Documents, including without limitation the Letter of Credit Fee, the
Commitment Fee and the Administrative Agent’s Fee.

Consolidated Net Income shall mean, for any period, the consolidated net income (or loss) of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with IFRS; provided that there shall be excluded from computation of
such net income (to the extent otherwise included therein), without duplication:

(a) the net income (or loss) of any Person (other than a Loan Party) that is not a consolidated Subsidiary of the
Borrower, except to the extent that cash in an amount equal to any such income has actually been received by the Borrower or any of its
consolidated Subsidiaries during such period;

(b) the proportionate portion of the net income (or loss) of any consolidated Subsidiary that is not a Wholly Owned
Subsidiary (including, but without duplication, sums described in clause (a) above received by such consolidated Subsidiary) that is
attributable to the Equity Interests of such consolidated Subsidiary that are not owned by the Borrower or a Subsidiary of the Borrower;

(c) earnings or losses resulting from any reappraisal, revaluation, write-up or write-down of assets; and

(d) non-cash gains or losses attributable to (1) the mark-to-market valuation of Interest Rate Hedges, Foreign
Currency Hedges or other hedges or derivative instruments that would otherwise be included in the computation of net income or loss
under IFRS or (2) currency translations between different currencies applicable thereto, in each case, to the extent the cash impact
resulting from any such gain or loss has not been realized).

Consolidated Secured Indebtedness shall mean as of any date of determination the aggregate, without duplication, of
the principal amount of Indebtedness of the Borrower and its Subsidiaries that is secured by a Lien on any asset of the Borrower or any
of its Subsidiaries.

Covered Entity shall mean (a) the Borrower, all Guarantors and each of the Borrower’s other Subsidiaries and all
pledgors of Collateral, and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For
purposes of this definition, control of a Person shall mean the power to direct or cause the direction of the management and policies of
such Person whether by ownership of equity interests, contract or otherwise.

10
 Daily LIBOR Rate shall mean, for any day, the rate per annum determined by the Administrative Agent as the
Published Rate, as adjusted for any additional costs pursuant to Section 5.8.5(ii) [Additional Reserve Requirements]. Notwithstanding
the foregoing, if the Daily LIBOR Rate as determined in the manner provided for above would be less than zero percent (0.00%) per
annum, such rate shall be deemed to be zero percent (0.00%) per annum for purposes of this Agreement.

Defaulting Lender shall mean, subject to the last paragraph of Section 2.10, any Lender that (a) has failed, within two
Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in
Letters of Credit or Swing Loans or (iii) pay over to the Administrative Agent, the Issuing Lender, PNC (as the Swing Loan Lender) or
any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) or clause (ii) above, such Lender
notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the
Borrower or the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to
comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position
is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular
default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to
extend credit, (c) has failed, within two Business Days after request by the Administrative Agent or the Borrower, acting in good faith,
to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially
able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Loans
under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the
Administrative Agent’s or the Borrower’s receipt of such certification in form and substance satisfactory to the Administrative Agent or
the Borrower, as the case may be, (d) has become the subject of a Bankruptcy Event, (e) has, or has a direct or indirect parent company
that has, become the subject of a Bail-in Action or (f) has failed at any time to comply with the provisions of Section 5.3 [Sharing of
Payments by Lenders] with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment
received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders.

As used in this definition and in Section 2.10 [Defaulting Lenders], the term “Bankruptcy Event” means, with respect to any Person,
such Person or such Person’s direct or indirect parent company becoming the subject of a bankruptcy or insolvency proceeding, or
having had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with
the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has
taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment,
provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership
interest, in such Person or such Person’s direct or indirect parent company by an Official Body or instrumentality thereof if, and only if,
such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or

11
such Official Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

Deposit Account shall mean a “deposit account” as defined in Article 9 of the UCC. Dollar, Dollars, U.S. Dollars and
the symbol $ shall mean lawful money of the United States of America.

Dollar Equivalent shall mean, with respect to any amount of any currency, as of any Computation Date, the
Equivalent Amount of such currency expressed in Dollars.

Drawing Date shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].

EEA Financial Institution shall mean (a) any credit institution or investment firm established in any EEA Member
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country
which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA
Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated
supervision with its parent;

EEA Member Country shall mean any of the member states of the European Union, Iceland, Liechtenstein, and
Norway.

EEA Resolution Authority shall mean any public administrative authority or any person entrusted with public
administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA
Financial Institution.

Effective Date shall mean the date indicated in a document or agreement to be the date on which such document or
agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

Eligible Contract Participant shall mean an “eligible contract participant” as defined in the CEA and regulations
thereunder.

Eligibility Date shall mean, with respect to each Loan Party and each Swap, the date on which this Agreement or any
other Loan Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the
Effective Date of such Swap if this Agreement or any other Loan Document is then in effect with respect to such Loan Party, and
otherwise it shall be the Effective Date of this Agreement and/or such other Loan Document(s) to which such Loan Party is a party).

Environmental Laws shall mean all applicable federal, state, local, tribal, territorial and foreign Laws pertaining or
relating to: (a) pollution or pollution control; (b) protection of human health from exposure to toxic or hazardous substances; (c)
protection of the environment and/or natural resources; (d) employee safety in the workplace; (e) the use, management, generation,
manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection,
distribution, disposal or release or threat

12
of release of toxic or hazardous substances; (f) the presence of contamination; (g) the protection of endangered or threatened species;
and (h) the protection of environmentally sensitive areas.

Equity Interests shall mean (a) shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests in a Person or (b) any warrants, options or other rights to
acquire any such shares or interests described in clause (a).

Equivalent Amount shall mean, at any time, as determined by Administrative Agent (which determination shall be
conclusive absent manifest error), with respect to an amount of any currency (the “Reference Currency”) which is to be computed as an
equivalent amount of another currency (the “Equivalent Currency”), the amount of such Equivalent Currency converted from such
Reference Currency at Administrative Agent’s rate (based on the market rates then prevailing and available to Administrative Agent)
for such Equivalent Currency for such Reference Currency at a time determined by Administrative Agent on the second Business Day
immediately preceding the event for which such calculation is made.

Equivalent Currency shall have the meaning specified in the definition of “Equivalent Amount”.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to
time in effect.

ERISA Event shall mean (a) with respect to a Pension Plan, a reportable event under Section 4043 of ERISA as to
which event (after taking into account notice waivers provided for in the regulations) there is a duty to give notice to the PBGC; (b) a
withdrawal by Globe or any member of the ERISA Group from a Pension Plan subject to Section 4063 of ERISA during a plan year in
which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Globe or any member of the ERISA Group from a
Multiemployer Plan, notification that a Multiemployer Plan is in reorganization, or occurrence of an event described in Section
4041A(a) of ERISA that results in the termination of a Multiemployer Plan; (d) the filing of a notice of intent to terminate a Pension
Plan, the treatment of a Pension Plan amendment as a termination under Section 4041(e) of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan; (e) an event or condition which constitutes grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (f) the imposition of any liability under
Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Globe or any member of
the ERISA Group.

ERISA Group shall mean, at any time, Globe and all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control and all other entities which, together with Globe, are treated as
a single employer under Section 414 of the Code or Section 4001(b)(1) of ERISA.

13
 EU Bail-In Legislation Schedule shall mean the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor Person), as in effect from time to time.

EU Plan Event shall mean, with respect to a Loan Party that is a French Person or a Spanish Person, (a) receipt from an
Official Body of a claim of violation of, as applicable, the French Pension Laws or the Spanish Pension Laws or (b) the imposition of
any liability for violation of or failure to comply with, as applicable, the French Pension Laws or the Spanish Pension Laws.

Euro shall refer to the lawful currency of the Participating Member States.

Euro-Rate shall mean the following:

(a) with respect to the U.S. Dollar Loans comprising any Borrowing Tranche to which the Euro-Rate Option applies
for any Interest Period, the interest rate per annum determined by the Administrative Agent as the rate which appears on the Bloomberg
Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. Dollar deposits are offered by leading
banks in the London interbank deposit market), rounded upwards, if necessary, to the nearest 1/100th of 1% per annum (with .005%
being rounded up), or the rate which is quoted by another source selected by the Administrative Agent as an authorized information
vendor for the purpose of displaying rates at which U.S. Dollar deposits are offered by leading banks in the London interbank deposit
market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the
Relevant Interbank Market offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche and having a borrowing
date and a maturity comparable to such Interest Period, in each case which determination shall be conclusive absent manifest error;

(b) with respect to Optional Currency Loans in Euros or British Pounds Sterling comprising any Borrowing Tranche
for any Interest Period, the interest rate per annum determined by the Administrative Agent as the rate which appears on the Bloomberg
Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which deposits of the relevant Optional Currency is
offered by leading banks in the London interbank deposit market), rounded upwards, if necessary, to the nearest 1/100th of 1% (with
.005% being rounded up) per annum, or the rate which is quoted by another source selected by the Administrative Agent as an
authorized information vendor for the purpose of displaying rates at which such applicable Optional Currencies are offered by leading
banks in the London interbank deposit market at approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period as the Relevant Interbank Market offered rate for deposits in Euros or British Pounds Sterling for
an amount comparable to the principal amount of such Borrowing Tranche and having a borrowing date and a maturity comparable to
such Interest Period. The Administrative Agent shall give prompt notice to the Borrower of the Euro-Rate as determined or adjusted in
accordance herewith, which determination shall be conclusive absent manifest error;

(c) with respect to Optional Currency Loans in any other Optional Currency, the rate per annum designated with
respect to such Optional Currency at the time such Optional

14
Currency is approved by the Administrative Agent and Lenders pursuant to Section 2.11.2(c) [Requests for Additional Optional
Currencies]; or

(d) With respect to any Loans available at a Euro-Rate, if at any time, for any reason, the source(s) for the Euro-Rate
described above for the applicable currency or currencies is no longer available, then, subject to the provisions of Section 4.5
[Termination of LIBOR], the Administrative Agent may determine a comparable replacement rate (or a replacement rate, plus a spread
or margin, in order to attain such comparability) at such time (which determination shall be conclusive absent manifest error).

(e) Notwithstanding the foregoing, if the Euro-Rate as determined in the manner provided for above would be less
than zero percent (0.00%) per annum, such rate shall be deemed to be zero percent (0.00%) per annum for purposes of this Agreement.

Euro-Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set
forth in Section 4.1.1(b) [Revolving Credit Euro-Rate Option].

Event of Default shall mean any of the events described in Section 9.1 [Events of Default] and referred to therein as an
“Event of Default.”

Excluded Hedge Liability or Liabilities shall mean, with respect to each Guarantor, each of its Swap Obligations if,
and only to the extent that, all or any portion of the Guaranty by such Guarantor of, or the grant by such Guarantor of a Lien to secure,
such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such
Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for the Swap under which such Swap
Obligations arise. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or
any other Loan Document: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall
apply only to the portion of such Swap Obligation that is attributable to Swaps for which such Guaranty or Lien is or becomes illegal
under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Loan Party for any reason to
qualify as an Eligible Contract Participant on the Eligibility Date for such Swap, (b) if a guarantee of a Swap Obligation would cause
such obligation to be an Excluded Hedge Liability but the grant of a Lien would not cause such obligation to be an Excluded Hedge
Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the Guaranty but not for purposes of the
grant of the Lien, and (c) if there is more than one Guarantor executing this Agreement or the other Loan Documents and a Swap
Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of
Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to
(i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person
with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

Excluded Taxes shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be
withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated),
franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the

15
laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing
such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any United Kingdom
withholding tax (except to the extent resulting from a Change in Law) that would have been compensated for by an increased payment
under Section 5.9.2 but was not so compensated because of one of the exclusions in Section 5.9.2(a) applied, (c) Taxes attributable to
such Recipient’s failure to comply with Section 5.9.9 [Status of Lenders], and (d) any U.S. federal withholding Taxes imposed under
FATCA (except to the extent imposed due to the failure of the Borrower to provide documentation or information to the IRS).

Existing Credit Agreement shall mean the credit agreement dated August 20, 2013 (as amended, restated,
supplemented and otherwise modified) among the Borrower and Globe, as borrowers, Citizens Bank of Pennsylvania, as administrative
agent, the lenders thereunder and certain other parties.

Existing Letters of Credit shall mean those letters of credit that were issued by Citizens Bank of Pennsylvania for the
account of the Borrower or its Subsidiaries under and pursuant to the Existing Credit Agreement, a list of which is set forth on Schedule
1.1(E) hereto.

Expiration Date shall mean February 27, 2021, as such date may be extended pursuant to Section 2.12 [Extensions of
the Expiration Date].

FATCA shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations
or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental
agreements entered into to implement such Sections of the Code, and any laws, rules and practices adopted by a non-U.S. jurisdiction to
effect any such intergovernmental agreement.

Fed Overnight Bank Funding Rate shall mean, for any day, the rate comprised of both overnight federal funds and
overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be
determined by the Federal Reserve Bank of New York (“NYFRB”), as set forth on its public website from time to time, and as published
on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source
(such as Bloomberg) selected by the Administrative Agent for the purpose of displaying such rate); provided, that if such day is not a
Business Day, the Fed Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day;
provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the
Administrative Agent at such time (which determination shall be conclusive absent manifest error). If the Fed Overnight Bank Funding
Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be
adjusted as of each Business Day based on changes in the Fed Overnight Bank Funding Rate without notice to the Borrower.

Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days
elapsed and rounded upward to the nearest 1/100 of 1%, with

16
.005% being rounded up) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted
average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed
and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank
computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement;
provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate”
for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

FerroAtlántica shall mean FerroAtlántica S.A.U., a company organized under the laws of Spain, with registered office
at Pasco de la Castellana, 259-D, Pl. 49, 28046, Madrid, Spain, and its permitted successors and assigns.

FerroPem shall mean FerroPem, S.A.S., a société par actions simplifiée organized under the laws of France, with
registered office at 517 Avenue de la Boisse, 73000 Chambéry, France, and registered with number 642 005 177 R.C.S. Chambery.

Finance Lease shall mean the Finance Lease, dated as of May 25, 2012, between NGC Banco, S.A. and FerroAtlántica,
as amended from time to time.

Finance Lease Energy Assets shall mean the assets owned by NGC Banco, S.A. and leased back to FerroAtlántica
pursuant to the Finance Lease, which assets may be re-acquired by FerroAtlántica in accordance with the terms thereof.

Financial Officer shall mean, with respect to the Borrower, the Chief Executive Officer, President, Chief Financial
Officer or Treasurer of the Borrower.

Foreign Currency Hedge shall mean any foreign exchange transaction, including spot and forward foreign currency
purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency
swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of
one currency in exchange for the sale of another currency.

Foreign Currency Hedge Liabilities shall have the meaning assigned in the definition of Lender Provided Foreign
Currency Hedge.

Free Cash shall mean, as of any date, the aggregate amount of unrestricted Cash and Permitted Investments of the
Borrower and its Subsidiaries on a consolidated basis and free of Liens, other than (a) Liens pursuant to a Security Agreement, (b) Liens
of the type described in clause (c)(ii) of the definition of Permitted Liens and (c) Liens securing any other Indebtedness permitted under
this Agreement.

French Pension Laws shall have the meaning specified in Section 6.1.17(f) [Pension Compliance].

French Person shall mean any Person, including FerroPem, which is incorporated in France or which has its “centre of
main interest” (as that term is used in article 3(1) of the Insolvency Regulation) in France.

17
 Fronting Exposure shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such
Defaulting Lender’s Ratable Share of the outstanding Letter of Credit Obligations with respect to Letters of Credit issued by such
Issuing Lender other than Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been
reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Loan Lender,
such Defaulting Lender’s Ratable Share of outstanding Swing Loans made by such Swing Loan Lender other than Swing Loans as to
which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

Funds Transfer and Deposit Account Liability shall mean the liability of any Loan Party or any of its Subsidiaries
owing to any of the Lenders, or any Affiliates of such Lenders, arising out of (a) the execution or processing of electronic transfers of
funds by automatic clearing house transfer, wire transfer or otherwise to or from the deposit accounts of any Loan Party or any of its
respective Subsidiaries or now or hereafter maintained with any of the Lenders or their Affiliates and (b) the acceptance for deposit or
the honoring for payment of any check, draft or other item with respect to any such deposit accounts.

Globe shall mean Globe Specialty Metals, Inc., a Delaware corporation, and its permitted successors and assigns.

Grupo shall mean Grupo FerroAtlántica S.A.U., a company organized under the laws of Spain, with registered office at
Pasco de la Castellana, 259-D, Pl. 49, 28046, Madrid, Spain, and its permitted successors and assigns.

Guarantor shall mean, as of the Closing Date, each of Globe, Grupo, FerroAtlántica, FerroPem and the other parties to
this Agreement which is designated as a “Guarantor” on the signature page hereof and each other Person which joins this Agreement as
a Guarantor after the date hereof.

Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit
1.1(G)(1).

Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability
or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless
any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except
endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

Guaranty Agreement shall mean the Continuing Agreement of Guaranty and Suretyship in substantially the form of
Exhibit 1.1(G)(2) executed and delivered by each of the Guarantors to the Administrative Agent for the benefit of the Lenders.

Hedge Liabilities shall mean, collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge
Liabilities.

HM Revenue & Customs shall mean Her Majesty’s Revenue & Customs or any successor authority.

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 ICC shall have the meaning specified in Section 11.11.1 [Governing Law].

IFRS shall mean, subject to the limitations on the application thereof set forth in Section 1.3 [Accounting Principles;
Changes in IFRS], International Financial Reporting Standards and applicable accounting requirements set by the International
Accounting Standards Board or any successor thereto, as in effect from time to time.

Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether
matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in
respect of: (a) borrowed money, (b) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (c)
reimbursement obligations (contingent or otherwise) under any letter of credit agreement, (d) obligations under any currency swap
agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device, (e) any other transaction
(including Capital Lease Obligations, Synthetic Lease Obligations and conditional sales agreements) having the commercial effect of a
borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and
accrued expenses incurred in the ordinary course of business which are not represented by a promissory note and which are not more
than sixty (60) days past due), or (f) any Guaranty of Indebtedness for borrowed money.

Indemnified Taxes shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made
by or on account of any obligation of any Loan Party under any Loan Document, and (b) to the extent not otherwise described in the
preceding clause (a), Other Taxes.

Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the Borrower].

Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the
Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of
their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of
this Agreement, such information is clearly identified at the time of delivery as confidential.

Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such
Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or
hereafter in effect, or (ii) for the appointment of a receiver, liquidator, administrator, assignee, custodian, trustee, sequestrator,
conservator (or similar official) of such Person or otherwise relating to the liquidation, administration, dissolution, winding-up or relief
of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other,
similar voluntary or involuntary arrangement in court or out of court in respect of such Person’s creditors generally or any substantial
portion of its creditors; undertaken under any Law; provided that, without limiting the generality of the foregoing:

19
 (1) with respect to the Borrower and any other UK Person, “Insolvency Proceeding” shall include any other applicable
insolvency proceedings that are commenced against such UK Person including where any corporate action, legal proceedings or other
procedure or step is taken in relation to:

(A) the suspension of payments, a moratorium of any indebtedness, winding- up, dissolution, administration or
reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of such UK Person;

(B) a composition, compromise, assignment or arrangement with any creditor of such UK Person;

(C) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other
similar officer in respect of such UK Person or any of its assets; or

(D) enforcement of any Lien over any assets of such UK Person,

other than any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of
commencement;

(2) with respect to a French Person, “Insolvency Proceeding” shall include any other applicable insolvency proceedings
that are commenced against such French Person, including (as appropriate) “mandat ad hoc”, “procédure de conciliation”,
“procédure de sauvegarde”, “procédure de sauvegarde accelérée”, “procédure de sauvegarde financière accelérée”, “procédure de
redressement judiciaire”, “procédure de liquidation judiciaire” as set out under “LIVRE VI” of the French Commercial Code and

(3) with respect to a Spanish Person, “Insolvency Proceeding” shall include any other applicable insolvency proceedings
that are commenced against such Spanish Person, including:

(A) any solicitud de inicio de procedimento de concurso and/or auto de declaracion de concurso or a debt
reorganization (by way or voluntary arrangement or scheme of arrangement) or the filing of the notice foreseen in Article 5 bis
of the Spanish Insolvency Act of such Spanish Person or its Subsidiaries by reason of actual or anticipated financial difficulties
with a view to a general rescheduling of its debts with creditors; and

(B) the appointment of a liquidator (liquidador), receiver (administrador judicial), administrative receiver,
administrator, compulsory manager or other similar officer in respect of such Spanish Person or any of its assets, or of its
Subsidiaries.

Insolvency Regulation shall mean Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings.

Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the form
attached hereto as Exhibit 1.1(I)(2).

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 Interest Coverage Ratio shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b)
Consolidated Cash Interest Expense, in each case for the four fiscal quarter period then ending (or if such date is not a fiscal quarter-
end, most recently ended for which financial statements are available).

Interest Period shall mean the period of time selected by the Borrower in connection with (and to apply to) any
election permitted hereunder by the Borrower to have Revolving Credit Loans bear interest under the Euro-Rate Option. Subject to the
last sentence of this definition, such period shall be one, two, three or six Months. Such Interest Period shall commence on the effective
date of such Interest Rate Option, which shall be (a) the Borrowing Date if the Borrower is requesting new Loans, or (b) the date of
renewal of or conversion to the Euro-Rate Option if the Borrower is renewing or converting to the Euro-Rate Option applicable to
outstanding Loans. Notwithstanding the second sentence hereof: (i) any Interest Period which would otherwise end on a date which is
not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day, and (ii) the Borrower shall not select, convert to or
renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable
strike corridor, cross-currency swap or similar agreements entered into by any Loan Party in order to provide protection to, or minimize
the impact upon, such Loan Party or its Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

Interest Rate Hedge Liabilities shall have the meaning assigned in the definition of Lender Provided Interest Rate
Hedge.

Interest Rate Option shall mean the Base Rate Option or the Euro-Rate Option.

Investment shall have the meaning specified in Section 8.2.4 [Loans, Guaranties and Investments].

IRS shall mean the United States Internal Revenue Service.

ISP98 shall have the meaning specified in Section 11.11.1 [Governing Law]. Issuing Lender shall mean PNC, in its
individual capacity as issuer of Letters of Credit hereunder, and Citizens Bank of Pennsylvania, in its individual capacity as issuer of
the Existing Letters of Credit, and any other Lender that the Borrower, the Administrative Agent and such other Lender may agree may
from time to time issue Letters of Credit hereunder.

Joint Venture shall mean a corporation, partnership, limited liability company or other entity in which any Person
other than the Loan Parties and their Subsidiaries holds, directly or indirectly, an equity interest.

Law shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, ruling,
order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of, or any settlement
arrangement, by agreement, consent or otherwise, with, any Official Body, foreign or domestic.

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 Lender Provided Foreign Currency Hedge shall mean a Foreign Currency Hedge which is provided by any Lender or
its Affiliate and for which such Lender confirms to the Administrative Agent in writing prior to the execution thereof that it: (a) is
documented in a standard International Swaps and Derivatives Association Master Agreement or another reasonable and customary
manner, (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and
customary manner, and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any
Lender Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by any Loan Party that is party to such Lender
Provided Foreign Currency Hedge shall, for purposes of this Agreement and all other Loan Documents be “Obligations” of such Loan
Party and of each other Loan Party, be guaranteed obligations under the Guaranty Agreement and secured obligations under any other
Loan Document, as applicable, and otherwise treated as Obligations for purposes of the other Loan Documents, except to the extent
constituting Excluded Hedge Liabilities of any such other Loan Party. The Liens securing the Foreign Currency Hedge Liabilities shall
be pari passu with the Liens securing all other Obligations under this Agreement and the other Loan Documents, subject to the express
provisions of Section 9.2.4 [Application of Proceeds].

Lender Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is provided by any Lender or its
Affiliate and with respect to which such Lender confirms to Administrative Agent in writing prior to the execution thereof that it: (a) is
documented in a standard International Swaps and Derivatives Association Master Agreement, or another reasonable and customary
manner, (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and
customary manner, and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any
Lender Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Loan Party that is party to such Lender Provided
Interest Rate Hedge shall, for purposes of this Agreement and all other Loan Documents be “Obligations” of such Loan Party and of
each other Loan Party, be guaranteed obligations under any Guaranty Agreement and secured obligations under any other Loan
Document, as applicable, and otherwise treated as Obligations for purposes of the other Loan Documents, except to the extent
constituting Excluded Hedge Liabilities of any such other Loan Party. The Liens securing the Hedge Liabilities shall be pari passu with
the Liens securing all other Obligations under this Agreement and the other Loan Documents, subject to the express provisions of
Section 9.2.4 [Application of Proceeds].

Lenders shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as
permitted hereunder, each of which is referred to herein as a Lender. For the purpose of any Loan Document which provides for the
granting of a security interest or other Lien to the Lenders or to the Administrative Agent for the benefit of the Lenders as security for
the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation is owed.

Letter of Credit shall have the meaning specified in Section 2.9.1 [Issuance of Letters of Credit] and shall include
each of the Existing Letters of Credit.

Letter of Credit Borrowing shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].

22
 Letter of Credit Fee shall have the meaning specified in Section 2.9.2 [Letter of Credit Fees].

Letter of Credit Obligation shall mean, as of any date of determination, the aggregate Dollar Equivalent amount
available to be drawn under all outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount
automatically in the future, such aggregate Dollar Equivalent amount available to be drawn shall currently give effect to any such
future increase) plus the aggregate Dollar Equivalent amount of Reimbursement Obligations and Letter of Credit Borrowings on such
date.

Letter of Credit Sublimit shall have the meaning specified in Section 2.9.1 [Issuance of Letters of Credit].

Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security
arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention
arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing
statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the
filing).

Liquidity shall mean, at any time, (a) the amount of Free Cash of the Loan Parties plus (b) an amount equal to (i) the
Revolving Credit Available Amount at such time, minus (ii) the Revolving Facility Usage at such time.

Loan Documents shall mean this Agreement, the Administrative Agent’s Letter, the Guaranty Agreement, the
Intercompany Subordination Agreement, the Notes, the Collateral Documents, and any other instruments, certificates or documents
delivered in connection herewith or therewith.

Loan Parties shall mean, collectively, the Borrower and the Guarantors.

Loan Request shall have the meaning specified in Section 2.5 [Revolving Credit Loan Requests; Swing Loan
Requests].

Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans and Swing Loans or any
Revolving Credit Loan or Swing Loan.

Material Acquisition means any acquisition, or a series of related acquisitions, of (a) Equity Interests in any Person if,
after giving effect thereto, such Person will become a Subsidiary of the Borrower or (b) assets comprising all or substantially all the
assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person;
provided that the aggregate consideration therefor (including Indebtedness assumed in connection therewith, all obligations under any
purchase price adjustment but excluding earnout or similar payments) and all other consideration payable in connection therewith
(including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition
consideration)) exceeds $35,000,000.

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 Material Adverse Change shall mean any set of circumstances or events which has or could reasonably be expected to
have any material adverse effect (a) on the validity or enforceability of this Agreement or any other Loan Document, (b) on the
business, financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole, (c) on the ability of the Loan
Parties taken as a whole to duly and punctually pay or perform any of the Obligations, or (d) on the ability of the Administrative Agent
or any of the Lenders, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or any other Loan Document.

Material Disposition means any sale, transfer or other disposition, or a series of related sales, transfers or other
dispositions, of (a) all or substantially all the issued and outstanding Equity Interests in any Person that are owned by the Borrower or
any of its Subsidiaries or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a
business unit, division, product line or line of business of) any Person; provided that the aggregate consideration therefor (including
Indebtedness assumed by the transferee in connection therewith, all obligations in respect of deferred purchase price (including
obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable in
connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing
acquisition consideration)) exceeds $35,000,000.

Material Event shall mean (a)(i) the incurrence of any Indebtedness pursuant to subsection 8.2.1(o) in excess of
$50,000,000 for any individual incurrence (or series of related incurrences) of Indebtedness or (ii) the making of any Investment
pursuant to Section 8.2.4(j) or Section 8.2.4(v) in excess of $20,000,000 for any individual Investment (or series of related Investments)
or (b) the making of any Asset Sale in excess of $35,000,000 during any four fiscal quarter period pursuant to subsection 8.2.7(h);
provided that the payment of the Borrower’s quarterly dividend payment in compliance with Section 8.2.5 [Restricted Payments].

Material Subsidiary shall mean each Subsidiary of the Borrower now existing or hereafter acquired or formed by the
Borrower or one of its Subsidiaries which, on a consolidated basis for such Subsidiary and its Subsidiaries, for the most recent fiscal
year (a) generated more than one percent (1%) of the Consolidated EBITDA of the Borrower and its Subsidiaries or (b) had total assets
(including equity interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of greater than one
percent (1%) of the consolidated total assets of the Borrower and its Subsidiaries, in each case on a pro forma basis (if applicable);
provided that the Borrower shall designate additional Material Subsidiaries (or may reclassify existing Material Subsidiaries from being
such) as provided in Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures].

Minimum Collateral Amount shall mean, at any time, (a) with respect to Cash Collateral consisting of Cash, an
amount equal to one hundred three percent (103%) of the Fronting Exposure of the Issuing Lender with respect to Letters of Credit
issued and outstanding at such time and (b) otherwise, an amount determined by the Administrative Agent and the Issuing Lender in
their sole discretion.

Month, with respect to an Interest Period shall mean the interval between the days in consecutive calendar months
numerically corresponding to the first day of such Interest Period.

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If any Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which
such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final
month.

Multiemployer Plan shall mean any employee pension benefit plan which is a “multiemployer plan” within the
meaning of Section 4001(a)(3) of ERISA and to which Globe or any member of the ERISA Group is then making or accruing an
obligation to make contributions or, within the preceding five plan years, has made or had an obligation to make such contributions.

Net Secured Leverage Ratio shall mean, as of any date of determination, the ratio of (a) an amount equal to (i)
Consolidated Secured Indebtedness on such date (but excluding obligations of the type described in clause (d) of the definition of
Indebtedness, unless such obligations are due and payable on such date), minus (ii) Free Cash on such date to (b) Consolidated
EBITDA for the four fiscal quarter period then ending (or if such date is not a fiscal quarter-end, most recently ended for which financial
statements are available).

Net Total Leverage Ratio shall mean, as of any date of determination, the ratio of (a) an amount equal to (i)
consolidated Indebtedness of the Borrower and its Subsidiaries on such date (but excluding obligations of the type described in clause
(d) of the definition of Indebtedness, unless such obligations are due and payable on such date), plus (ii) the Securitization Amount on
such date, and minus (iii) Free Cash on such date to (b) Consolidated EBITDA for the four fiscal quarter period then ending (or if such
date is not a fiscal quarter-end, most recently ended for which financial statements are available).

Non-Consenting Lender shall have the meaning specified in Section 11.1 [Modifications, Amendments or Waivers].

Non-Qualifying Party shall mean any Loan Party that fails for any reason to qualify as an Eligible Contract
Participant on the Effective Date of the applicable Swap.

Non-US Guarantor shall mean each of the Non-US Subsidiaries listed on Schedule 1.1(F) and each other Non-US
Subsidiary that joins this Agreement as a Guarantor after the date hereof.

Non-US Subsidiary shall mean a Subsidiary that is not a US Subsidiary.

Notes shall mean collectively, and Note shall mean separately, the promissory notes in the form of Exhibit 1.1(N)(1)
evidencing the Revolving Credit Loans and in the form of Exhibit 1.1(N)(2) evidencing the Swing Loans.

Obligation shall mean any obligation or liability of any of the Loan Parties, howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with (a)
this Agreement, the Notes, the Letters of Credit, the Administrative Agent’s Letter or any other Loan Document whether to the
Administrative Agent, the UK Security Trustee, or the Spanish Security Agent, any of the Lenders or their Affiliates or other persons
provided for under such Loan Documents, (b) any Lender Provided Interest Rate Hedge, (c) any Lender Provided Foreign Currency
Hedge, and (d) any Other Lender Provided Financial Service Product. Notwithstanding anything to the

25
contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.

Official Body shall mean the government of the United States of America or any other nation, or of any political
subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body
charged with setting financial accounting or regulatory capital rules or standards (including, the IFRS Foundation, the Financial
Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor
or similar authority to any of the foregoing).

Optional Currency shall mean the following lawful currencies: the Euro and the British Pound Sterling and any other
currency approved by Administrative Agent and all of the Lenders pursuant to Section 2.11.2(c) [European Monetary Union; Requests
for Additional Optional Currencies]. Subject to Section 2.11.2 [European Monetary Union], each Optional Currency must be the lawful
currency of the specified country.

Optional Currency Loans shall mean Revolving Credit Loans made in an Optional Currency.

Order shall have the meaning specified in Section 2.9.9 [Liability for Acts and Omissions].

Original Currency shall have the meaning specified in Section 5.12 [Currency Conversion Procedures for Judgments].

Other Agreed Rate shall have the meaning specified in Section 4.1.2 [Swing Loan Interest].

Other Connection Taxes shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former
connection between such Recipient (or an agent or affiliate thereof) and the jurisdiction imposing such Tax (other than connections
arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments
under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or
sold or assigned an interest in any Loan or Loan Document).

Other Currency shall have the meaning specified in Section 5.12 [Currency Conversion Procedures for Judgments].

Other Lender Provided Financial Service Product shall mean agreements or other arrangements under which any
Lender or Affiliate of a Lender provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit
card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, or (f) cash management, including controlled
disbursement, accounts or services.

26
 Other Taxes shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or
perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.14 [Replacement of a
Lender]).

Overnight Rate shall mean for any day with respect to any Loans in an Optional Currency, the rate of interest per
annum as determined by the Administrative Agent at which overnight deposits in such currency, in an amount approximately equal to
the amount with respect to which such rate is being determined, would be offered for such day in the Relevant Interbank Market.

Participant has the meaning specified in Section 11.8.4 [Participations].

Participant Register shall have the meaning specified in Section 11.8.4 [Participations].

Participating Member State shall mean any member State of the European Union that adopts or has adopted the Euro
as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Participation Advance shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].

Patent, Trademark and Copyright Security Agreement shall mean the Patent, Trademark and Copyright Security
Agreement in substantially the form of Exhibit 1.1(IP) executed and delivered to the Administrative Agent for the benefit of the
Lenders.

Payment Date shall mean the first day of each calendar quarter after the date hereof and, if it occurs earlier than any
such day, the Expiration Date or the date of acceleration of the Notes and other Obligations pursuant to Section 9 [Default].

Payment In Full and Paid in Full shall mean the indefeasible payment in full in cash of the Loans and other
Obligations hereunder, termination of the Commitments and expiration or termination of all Letters of Credit (other than Letters of
Credit as to which other arrangements with respect thereto satisfactory to the Issuing Lender shall have been made).

PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA
or any successor.

Pension Plan shall mean at any time (a) an “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA) (including a “multiple employer plan” as described in Sections 4063 and 4064 of ERISA, but not a Multiemployer Plan) which
is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or Section 430 of the Code and
either (i) is sponsored, maintained or contributed to by any member of the ERISA Group for employees of any member of the ERISA
Group or (ii) has at any time within the preceding five years been sponsored, maintained or contributed to by any entity which was at
such time a member

27
of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group, or in the case of a “multiple
employer” or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding
five plan years or (b) a pension plan, retirement plan, or other employee retirement benefit plan governed by, as applicable, the French
Pension Laws or the Spanish Pension Laws.

Permitted Acquisition shall mean any acquisition by the Borrower or a Subsidiary of Equity Interests in a Person or
assets constituting a business or a division or line of business of a Person, if (a) the business or businesses engaged in by such Person, or
such business, division or line of business, as applicable, is permitted by Section 8.2.10 [Continuation of or Change in Business], (b) no
Event of Default has occurred and is continuing or would result therefrom, (c) all transactions related thereto are consummated in
accordance with applicable Laws, (d) in the case of an acquisition of Equity Interests in a Person, after giving effect to such acquisition,
at least a majority of the Equity Interests, both economic and voting power, in such Person, and any other Subsidiary resulting from
such acquisition, shall be owned directly or indirectly by the Borrower or such Subsidiary, (e) all actions required to be taken, if any,
with respect to each Subsidiary or asset resulting from such acquisition under Section 8.2.9 [Subsidiaries, Partnerships and Joint
Ventures] shall be taken as and when required by Section 8.2.9, (f) on the date of the consummation of such acquisition, and after
giving effect thereto and the payment of consideration thereunder and costs and expenses in connection therewith by any one or more
of the Borrower and its Subsidiaries, Liquidity shall not be less than $150,000,000, (g) after giving pro forma effect to such acquisition,
the Transaction Leverage Requirement is met as of the end of the fiscal quarter most recently ended for which financial statements are
available, and (h) the Borrower has delivered to the Administrative Agent a certificate signed by a Financial Officer to the effect set
forth in clauses (a) through (g) above, together with reasonably detailed calculations demonstrating compliance with clauses (f) and (g)
(including financial information relating to the business or Person being acquired reasonably necessary to complete such calculations).

Permitted Additional Indebtedness shall mean unsecured senior, senior subordinated or Subordinated Indebtedness
issued by a Loan Party (a) in respect of which no Subsidiary of the Borrower that is not an obligor under the Loan Documents is an
obligor, (b) before and after giving effect to the incurrence of which, and the application of the proceeds therefrom, no Event of Default
shall have occurred and be continuing and (c) after giving pro forma effect to the incurrence thereof and the application of the proceeds
therefrom, the Transaction Leverage Requirement is met as of the end of the fiscal quarter most recently ended for which financial
statements are available.

Permitted Holders shall mean, collectively, (a) Grupo Villar Mir, S.A.U., (b) those members of the senior management
of the Borrower identified on Schedule 1.1(H), (c) Alan Kestenbaum and (d) the spouse, lineal descendants or trusts for their benefit of
any Persons specified in clause (b) or clause (c) of this definition.

Permitted Investments shall mean:

(a) direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed
by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;

28
 (b) direct obligations of any state of the United States of America or any political subdivision of any such state or
any public instrumentality thereof, in each case maturing in twelve (12) months or less from the date of acquisition;

(c) investments in commercial paper maturing in twelve (12) months or less rated not lower than A-1, by Standard &
Poor’s or P-1 by Moody’s Investors Service, Inc. on the date of acquisition;

(d) demand deposits, time deposits or certificates of deposit maturing within twelve (12) months from the date of
acquisition in commercial banks organized under the laws of the United States of America or any state thereof or the District of
Columbia that (i) are at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (ii)
have Tier 1 capital (as defined in such regulations) of not less than $100,000,000;

(e) money market or mutual funds that have at least 95% of its assets continuously invested in those types of
investments described in clauses (a)-(c) above;

(f) investments in repurchase obligations with a term of not more than 30 days for underlying securities of the type
described in clause (a) above entered into with a financial institution satisfying the criteria described in clause (d) above;

(g) investments made under the Cash Management Agreements or under cash management agreements with any
other Lenders; and

(h) in the case of the Borrower or any Non-US Subsidiary, investments made in a country outside the United States
that are (i) investments of the type and maturity described in clauses (a) through (g) above of foreign obligors and that have, as
applicable, capitalization described in such clauses or ratings not lower than A-2, by Standard & Poor’s, or P-2 by Moody’s Investors
Service, Inc. (or similar ratings from comparable foreign rating agencies) or (ii) other short term investments utilized by the Borrower or
its Non-US Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the
foregoing investments described in clauses (a) through (g) of this definition.

Permitted Liens shall mean:

(a) Liens for Taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not, at
the time, required to be paid by Section 8.1.2 [Payment of Liabilities, Including Taxes, Etc.]; provided that if such Lien (i) is with
respect to Taxes that are required by applicable Law to be paid at the time and (ii) has attached to any Collateral having a value, in the
aggregate, in excess of $5,000,000, such Lien, within thirty (30) days following such attachment, shall have been bonded off or such
Collateral shall otherwise have been made exempt from such Lien;

(b) Pledges or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to
participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social
security programs;

29
 (c) (i) statutory or common Law Liens of mechanics, materialmen, warehousemen, carriers, or other like or statutory
non-consensual Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable (or that are due
and payable but, within five (5) days of being overdue, are being contested in good faith by appropriate proceedings, so long as such
reserves or other appropriate provisions, if any, as shall be required by IFRS shall have been made for any such contested amount) and
Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default (or that are due and payable
but, within five (5) days of being overdue, are being contested in good faith by appropriate proceedings, so long as such reserves or
other appropriate provisions, if any, as shall be required by IFRS shall have been made for any such contested amount) and (ii) so-called
banker’s liens, rights of set-off or similar rights in favor of a depository institution imposed by statutory or common Law with respect to
deposit accounts maintained with such depository institution in the ordinary course of business and, with respect to deposit accounts of
a Loan Party, securing only obligations with respect to the maintenance of such accounts;

(d) Good-faith pledges or deposits made in the ordinary course of business (i) to secure performance of bids, tenders,
contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, (ii) to
secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of
business, (iii) to secure liability to insurance carriers under insurance or self-insurance arrangements, (iv) in connection with the
payment of the exercise price and withholding taxes in respect of the exercise by employees of stock options, and other similar
obligations or (v) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any of
its Subsidiaries in the ordinary course of business supporting obligations of the type set forth in clauses (i), (ii) and (iii) above;

(e) Encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property;

(f) Liens in favor of the Administrative Agent for the benefit of the Lenders and their Affiliates securing the
Obligations;

(g) Any Lien existing on the date of this Agreement and described on Schedule 1.1(P) and any renewals or
extensions thereof, provided that the principal amount secured thereby is not hereafter increased, and no additional assets, other than
proceeds thereof, become subject to such Lien (other than in connection with a Permitted Refinancing); provided, further, that any
assets that are not Collateral that are subject to any such Lien may be used as cross-collateral for any financing provided by the same
lender;

(h) Liens to secure Capital Lease Obligations or Synthetic Lease Obligations and other Purchase Money Security
Interests permitted in Section 8.2.14 [Capital Expenditures and Leases]; provided that (i) the aggregate amount of loans and deferred
payments secured by such Liens and other Purchase Money Security Interests shall not exceed $25,000,000 in the aggregate (excluding
for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.1(P)), and (ii) such Liens
and Purchase Money Security Interests shall be limited to the assets acquired with such purchase money financing or leased pursuant to
such Capital Lease Obligations or Synthetic Lease Obligations and any proceeds thereof, provided,

30
however, that any assets that are not Collateral that are subject to such Liens may be used as cross- collateral for any financing or lease
provided by the same lender or counterparty;

(i) The following, (i) if the validity or amount thereof is being contested in good faith by appropriate and lawful
proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (ii) if a final
judgment is entered and such judgment is discharged within thirty (30) days of entry, and in either case they do not, in the aggregate,
materially impair the ability of any Loan Party to perform its Obligations hereunder or under the other Loan Documents:

(A) claims, Liens or encumbrances upon, and defects of title to, real or personal property other than the
Collateral, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits;
and

(B) Liens resulting from final judgments or orders described in Section 9.1.7 [Final Judgments or Orders];

(j) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties and
not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries and licenses
permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries];

(k) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or
restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or
sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or
restriction agrees to recognize the rights of such lessee or sublessee under such lease;

(l) Liens arising from filing Uniform Commercial Code financing statements relating solely to leases or other similar
precautionary filings not prohibited by this Agreement;

(m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties
in connection with the importation of goods;

(n) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under
operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and its
Subsidiaries;

(o) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of, or assets
owned by, any Joint Venture as set forth in the joint venture (or similar) agreement of such Joint Venture;

(p) Liens on accounts receivable sold pursuant to Permitted Securitization

Arrangements;

(q) Liens assumed in connection with a Permitted Acquisition (or any other
acquisition of property permitted under this Agreement) and Liens on assets of a Person that becomes a direct or indirect Subsidiary of
the Borrower after the date of this Agreement in a

31
Permitted Acquisition and, in each case, any Permitted Refinancing thereof; provided, however, that such Liens exist at the time, as
applicable, such Permitted Acquisition (or other acquisition of property) is closed or such Person becomes a Subsidiary and are not
created in anticipation of such acquisition and, in any event, do not extend to any other property or assets of such Person (other than
any proceeds thereof); provided, further, however, that any property or assets subject to any such Liens that are not Collateral may be
used as cross-collateral for any financing provided by the same lender;

(r) Liens on assets of (i) Subsidiaries securing Indebtedness of any Subsidiary permitted pursuant to Section 8.2.1(b)
[Indebtedness], (ii) Joint Ventures securing Indebtedness of any Joint Venture permitted pursuant to Section 8.2.1 [Indebtedness] and
(iii) Non-US Subsidiaries that are not Guarantors securing obligations of any Non-US Subsidiary that is not a Guarantor;

(s) Liens on any cash deposits (including, without limitation, earnest money) in connection with any letter of intent
or other agreement in connection with a transaction otherwise permitted by this Agreement;

(t) Liens on any Cash Collateral provided pursuant to this Agreement;

(u) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(v) Liens arising out of Sales and Leaseback Transactions permitted by Section
8.2.15 [Sale and Leaseback Transactions];

(w) Liens in favor of the Borrower or any Loan Party;

(x) Liens deemed to exist by reason of any encumbrance or restriction imposed under any contract for the sale by the
Borrower or any of its Subsidiaries of any assets (including any Equity Interests) permitted under this Agreement; provided, however,
that such Liens extend only to the assets (or Equity Interests) being sold or held for sale;

(y) any judgment Lien not constituting an Event of Default under Section 9.1.6 [Final Judgments or Orders];

(z) Liens securing Indebtedness with respect to Foreign Currency Hedges and Interest Rate Hedges of any Subsidiary
that is not a Loan Party, which Indebtedness, in the aggregate, does not exceed $10,000,000 at any time outstanding;

(aa) Liens on the Finance Lease Energy Assets; and

(bb) Other Liens securing Indebtedness in an aggregate amount not to exceed $5,000,000 at any time outstanding.

Permitted Refinancing shall mean the issuance of any Indebtedness (“Permitted Refinancing Indebtedness” ) in
exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”),
the Indebtedness being Refinanced; provided that (a) the principal amount of such Permitted Refinancing Indebtedness

32
does not exceed the principal amount of the Indebtedness so Refinanced (plus unpaid accrued interest and premium thereon and
discounts, fees, commissions and expenses in connection therewith and plus an amount equal to any existing commitments unutilized
thereunder), (b) the weighted average life to maturity of the portion of the Permitted Refinancing Indebtedness scheduled to be repaid
prior to the Expiration Date is greater than or equal to that of the portion of the Indebtedness being Refinanced scheduled to be repaid
prior to the Expiration Date, (c) unless otherwise permitted by this Agreement, no Permitted Refinancing Indebtedness (i) with respect
to any Loan Party, shall have different obligors, or greater guarantees or security, than the Indebtedness being Refinanced and (ii) with
respect to any Subsidiary that is not a Loan Party, shall have an obligor that is a Loan Party that is not an obligor as of immediately
prior to the Refinancing under, or greater security from a Loan Party than, the Indebtedness being Refinanced, and (d) if the
Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, Administrative Agent on
behalf of the Lenders or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral (including in respect of
working capital facilities of Non-US Subsidiaries otherwise permitted under this Agreement only, any collateral pursuant to after-
acquired property clauses to the extent any such collateral secured the Indebtedness being Refinanced) on terms no less favorable,
taken as whole, to Administrative Agent on behalf of the Lenders than those contained in the documentation governing the
Indebtedness being Refinanced; and provided, further, that with respect to a Refinancing of Permitted Additional Indebtedness, such
Permitted Refinancing Indebtedness shall meet the requirements of clauses (a), (b) and (c) of the definition of Permitted Additional
Indebtedness.

Permitted Securitization Arrangement shall mean any accounts receivable purchase or factoring arrangement,
including a receivables financing facility, of the Loan Parties and their Subsidiaries to the extent that the accounts receivable sold
pursuant to each such purchase or factoring arrangement are sold by the Loan Parties and their Subsidiaries on customary terms,
including with respect to the non-recourse nature to the Loan Parties of such sale; provided, that the Securitization Amount at any time
shall not exceed $300,000,000.

Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock
company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

Pledge Agreement shall mean, as applicable, (a) the Share Charge substantially in the form of Exhibit 1.1(P)(1), (b) the
Shares Pledge Agreement substantially in the form of Exhibit 1.1(P)(2), and (c) the Pledges over Financial Instruments Account
(Nantissement de Compte Titres Financiers) substantially in the form of Exhibit 1.1(P)(3), in each case executed and delivered to the
Administrative Agent for the benefit of the Lenders.

PNC shall mean PNC Bank, National Association, its successors and assigns.

Potential Default shall mean any event or condition which with notice or passage of time, or both, would constitute
an Event of Default.

Prime Rate shall mean the interest rate per annum announced from time to time by the Administrative Agent at its
Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers
or others by the

33
Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business on the day such change is announced.

Principal Office shall mean the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.

Prior Security Interest shall mean a valid and enforceable perfected first-priority security interest under, as
appropriate, the Uniform Commercial Code, applicable English Law, applicable French Law, applicable Spanish Law, or other Law in
the Collateral which is subject only to statutory Liens for taxes not yet due and payable or Purchase Money Security Interests.

Published Rate shall mean the rate of interest published each Business Day in The Wall Street Journal “Money
Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for
any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London interbank
deposit market for a one month period as published in another publication selected by the Administrative Agent).

Purchase Money Security Interest shall mean Liens upon tangible personal property securing loans to any Loan Party
or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal
property, including under Capital Lease Obligations and Synthetic Lease Obligations.

Qualified ECP Loan Party shall mean each Loan Party that on the Eligibility Date is (a) a corporation, partnership,
proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC
regulations thereunder that has total assets exceeding $10,000,000, or (b) an Eligible Contract Participant that can cause another person
to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or
otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

Ratable Share shall mean:

(a) with respect to a Lender’s obligation to make Revolving Credit Loans, participate in Letters of Credit and other
Letter of Credit Obligations, and receive payments, interest, and fees related thereto, the proportion that such Lender’s Revolving
Credit Commitment bears to the Revolving Credit Commitments of all of the Lenders, provided however that if the Revolving Credit
Commitments have terminated or expired, the Ratable Shares for purposes of this clause shall be determined based upon the Revolving
Credit Commitments most recently in effect, giving effect to any assignments.

(b) with respect to all other matters as to a particular Lender, the percentage obtained by dividing (i) such Lender’s
Revolving Credit Commitment, by (ii) the sum of the aggregate amount of the Revolving Credit Commitments of all Lenders; provided
however that if the Revolving Credit Commitments have terminated or expired, the computation in this clause shall be determined
based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments, and not on the current amount
of the Revolving Credit Commitments and provided further in the case of Section 2.10 [Defaulting Lenders] when a Defaulting Lender

34
shall exist, “Ratable Share” shall mean the percentage of the aggregate Commitments (disregarding any Defaulting Lender’s Commitment)
represented by such Lender’s Commitment.

Recipient shall mean (a) the Administrative Agent, (b) any Lender and (c) the Issuing Lender, as applicable.

Reference Currency shall have the meaning specified in the definition of “Equivalent Amount.”

Reimbursement Obligation shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].

Related Parties shall mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents and advisors of such Person and of such Person’s Affiliates.

Relevant Interbank Market shall mean in relation to Euros, British Pounds Sterling, Japanese Yen, Swiss Francs or
(with regards to Loans in Dollars under the Euro-Rate Option) U.S. Dollars the London Interbank Market, and in relation to any other
currencies, the applicable offshore interbank market. Notwithstanding the foregoing, the references to the currencies listed in this
definition shall only apply if such currencies are or become available as Optional Currencies in accordance with the terms hereof.

Required Lenders shall mean

(a) If there exists fewer than three (3) Lenders, all Lenders (other than any Defaulting Lender), and

(b) If there exist three (3) or more Lenders, Lenders (other than any Defaulting Lender) having more than fifty
percent (50%) of the aggregate amount of the Revolving Credit Commitments of the Lenders (excluding any Defaulting Lender) or,
after the termination of the Revolving Credit Commitments, the outstanding Revolving Credit Loans and Ratable Share of Letter of
Credit Obligations of the Lenders (excluding any Defaulting Lender).

Required Share shall have the meaning assigned to such term in Section 5.11 [Settlement Date Procedures].

Restricted Payment shall mean, with respect to any Person, (a) any dividend or other distribution of any nature
(whether in cash, property, securities or otherwise) on account of or in respect of any class of such Person’s Equity Interests or on
account of the purchase, redemption, retirement or acquisition of such Person’s Equity Interests or (b) any payment of principal of, or
any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of, any unsecured Indebtedness prior to
the scheduled maturity, scheduled repayment or scheduled sinking fund payment of such principal, other than (i) prepayment of the
2022 Notes or other unsecured Indebtedness pursuant to a Permitted Refinancing thereof, (ii) payment or prepayment of Indebtedness
owed to the Spanish Ministry of Industry and Energy related to the Borrower’s upgraded metallurgical grade solar silicon project to the
extent required by the agreements evidencing or governing such Indebtedness or by the Spanish Ministry of Industry and

35
Energy, and (iii) any such payment, purchase, repurchase, redemption, defeasance or other acquisition or retirement mandated to be
made on the date of payment pursuant to the 2022 Notes (or any Permitted Refinancing thereof) or the 2022 Indenture or any other
agreement evidencing or governing other (A) unsecured Indebtedness existing on the Closing Date as they provide on the date of this
Agreement (or provide pursuant to a Permitted Refinancing) or (B) other unsecured Indebtedness permitted to be incurred hereunder.

Revolving Credit Available Amount shall mean, as of any date, the lesser of (a) the aggregate amount of the
Revolving Credit Commitments and (b) the greater of (i) $200,000,000 and (ii) the amount derived by the computation under Section
4.01(b)(i)(B) of the 2022 Indenture. Notwithstanding the foregoing, if at any time the restriction contained in Section 4.01(b)(i)(B) of
the 2022 Indenture is no longer in effect thereunder or in a refinancing thereof, the Revolving Credit Available Amount shall be the
aggregate amount of the Revolving Credit Commitments.

Revolving Credit Commitment shall mean, as to any Lender at any time, the amount initially set forth opposite its
name on Schedule 1.1(B) in the column labeled “Amount of Commitment for Revolving Credit Loans,” as such Commitment is
thereafter assigned or modified and Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all of
the Lenders.

Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving
Credit Loans or any Revolving Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1
[Revolving Credit Commitments] or Section 2.9.3 [Disbursements, Reimbursement].

Revolving Facility Usage shall mean at any time the sum of the outstanding Revolving Credit Loans, the outstanding
Swing Loans, and the Letter of Credit Obligations.

Sale and Leaseback Transaction shall have the meaning assigned to such term in Section 8.2.15 [Sale and Leaseback
Transactions].

Sanctioned Country shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law,
including but not limited to Syria, North Korea and Iran.

Sanctioned Person shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a
specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or
prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.

SEC shall mean the United States Securities and Exchange Commission.

Secured Parties shall have, for the purposes of Section 12 [The UK Security Trustee] and Section 13 [The Spanish
Security Agent], the meaning assigned to such term in Section 12.1 [UK Security Trustee as Trustee].

Securitization Amount shall mean, as of any date, the aggregate amount of cash consideration paid by any purchasers
of receivables under all Permitted Securitization Arrangements, as may be reduced from time to time by collections with respect to such
receivables,

36
but excluding therefrom the aggregate amount of intercompany obligations owed by a special purpose Subsidiary to the Borrower or
any of its other Subsidiaries in connection therewith.

Security Agreement shall mean, as applicable, (a) the Security Agreement substantially in the form of Exhibit 1.1(S)
(1), (b) the UK Debenture substantially in the form of Exhibit 1.1(S)(2), and (c) each Quotas Pledge Agreement, Credit Rights Over Loan
Agreements Pledge Agreement, Bank Accounts Pledge Agreement, and Irrevocable Undertaking to Grant First- Priority Security
Interests substantially in the forms of those comprising Exhibit 1.1(S)(3), in each case executed and delivered to the Administrative
Agent, the UK Security Trustee or the Spanish Security Agent (as applicable) for the benefit of the Lenders.

Settlement Date shall mean the Business Day on which the Administrative Agent elects to effect settlement pursuant
to Section 5.11 [Settlement Date Procedures].

Solvent shall mean, with respect to any Person on any date of determination, taking into account any right of
reimbursement, contribution or similar right available to such Person from other Persons, that on such date (a) the fair value of the
property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair
saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person
on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e)
such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s
property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which
such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be
computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

Spanish Collateral Documents means collectively all agreements, instruments or documents delivered by the Spanish
Guarantors or any of its Subsidiaries pursuant to this Agreement or any of the other Loan Documents in order to grant to the Secured
Parties, or to the Administrative Agent or the Spanish Security Agent (as applicable) acting on behalf and for the benefit of the Lenders,
a lien on certain assets of the Spanish Guarantors or of their Subsidiaries.

Spanish Commercial Code means the Spanish Royal Legistlative Decree dated 22 August 1885, approving the
Spanish Commercial Code (Código de Comercio), as amended from time to time.

Spanish Companies Law shall mean Spanish Royal Legislative Decree 1/2010, of 2 July, approving the Spanish
Capital Companies Law (Ley de Sociedades de Capital), as amended from time to time.

Spanish Insolvency Act shall mean Spanish Law 22/2003, of 9 July, as amended from time to time.

37
 Spanish Pension Laws shall have the meaning specified in Section 6.1.17(e) [Pension Compliance].

Spanish Person shall mean any Person which is subject to the Spanish Companies Act.

Spanish Security Agent shall mean PNC Bank, National Association, in its capacity as security trustee for itself, the
Administrative Agent, the Issuing Bank and the Lenders. Standard & Poor’s shall mean Standard & Poor’s Financial Services LLC.

Statements shall have the meaning specified in Section 6.1.6(a) [Historical Statements].

Subordinated Indebtedness shall mean Indebtedness of the Borrower or any Guarantor that has been subordinated in
writing to the Loans and other Obligations of such Loan Party under the Loan Documents in right and time of payment upon customary
terms that are reasonably satisfactory to the Administrative Agent.

Subsidiary of any Person at any time shall mean any corporation, trust, partnership, limited liability company or other
business entity (a) of which more than 50% of the outstanding voting securities or other interests normally entitled to vote for the
election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at
such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, or (b) which is controlled or capable
of being controlled by such Person or one or more of such Person’s Subsidiaries; provided that, with respect to (i) a French Person, a
“Subsidiary” of a Person shall mean a business entity over which such Person has from time to time direct or indirect control, as defined
in article L.233-3 I and II of the French Commercial Code (Code de commerce) and (ii) a Spanish Person, a “Subsidiary” of a Person
shall mean a business entity over which such Spanish Person has from time to time control in accordance with the provisions of article
42 of the Spanish Commercial Code.

Subsidiary Equity Interests shall have the meaning specified in Section 6.1.2 [Subsidiaries and Owners; Investment
Companies].

Swap shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder, other than (a) a
swap entered into, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a
commodity option entered into pursuant to CFTC Regulation 32.3(a).

Swap Obligation shall mean any obligation to pay or perform under any agreement, contract or transaction that
constitutes a Swap which is also a Lender Provided Interest Rate Hedge, or a Lender Provided Foreign Currency Hedge.

Swing Loan Commitment shall mean PNC’s commitment to make Swing Loans to the Borrower pursuant to Section
2.1.2 [Swing Loan Commitment] hereof in an aggregate principal amount up to $25,000,000.

38
 Swing Loan Lender shall mean PNC, in its capacity as a lender of Swing Loans.

Swing Loan Note shall mean the Swing Loan Note of the Borrower in the form of Exhibit 1.1(N)(2) evidencing the
Swing Loans, together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

Swing Loan Request shall mean a request for Swing Loans made in accordance with Section 2.5.2 [Swing Loan
Requests] hereof.

Swing Loans shall mean collectively and Swing Loan shall mean separately all Swing Loans or any Swing Loan made
by PNC to the Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] hereof.

Synthetic Lease shall mean, as to any Person, (a) any lease (including leases that may be terminated by the lessee at
any time) of any property (i) that is accounted for as an operating lease under IFRS and (ii) in respect of which the lessee retains or
obtains ownership of the property so leased for U.S. or foreign federal income tax purposes, other than any such lease under which such
Person is the lessor or (b) (i) a synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of
property (including a Sale and Leaseback Transaction), in each case under this clause (b), creating obligations that do not appear on the
balance sheet of such Person but which, upon the application of any Insolvency Laws to such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).

Synthetic Lease Obligations shall mean, as to any Person, an amount equal to the capitalized amount of the remaining
lease payments under any Synthetic Lease that would appear on a balance sheet of such Person in accordance with IFRS if such
obligations were accounted for as Capital Lease Obligations.

Taxes shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup
withholding), assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties
applicable thereto.

Transaction Leverage Requirement shall mean that, as of any date of determination, the Net Total Leverage Ratio
does not exceed 2.75 to 1.00.

UCP shall have the meaning specified in Section 11.11.1 [Governing Law].

UK Collateral shall mean all Collateral under any UK Collateral Document from time to time.

UK Collateral Document shall mean the UK Debenture and each other debenture, deed, pledge, security agreement or
other similar document governed by the laws of England and Wales entered into by any Loan Party or any other Loan Document for the
purpose of creating a Lien on the property of such Loan Party that is (a) organized in the United Kingdom or (b) has property located in
the United Kingdom, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

39
 UK Companies Act shall mean the United Kingdom Companies Act 2006, as amended from time to time.

UK CTA shall mean the United Kingdom Corporation Tax Act 2009.

UK Debenture shall mean the English law debenture substantially in the form of Exhibit 1.1(S)(2) executed and
delivered to the UK Security Trustee for the benefit of the Lenders.

UK DTTP Filing shall mean an HM Revenue & Customs’ Form DTTP2 duly completed and filed with HM Revenue &
Customs by the Borrower which contains the scheme reference number and jurisdiction of tax residence of the relevant UK Treaty
Lender as notified in writing to the Borrower in accordance with Section 5.9 [Taxes].

UK ITA shall mean the United Kingdom Income Tax Act 2007.

UK Pensions Act shall mean the United Kingdom Pensions Act 2004, as amended from time to time.

UK Qualifying Lender shall mean a Lender which is beneficially entitled to interest payable to that Lender in respect
of an advance under a Loan Document and is:

(a) a Lender: (i) which is a bank (as defined for the purpose of section 879 of the UK ITA) making an advance under
this Agreement and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that
advance or would be within such charge as respects such payments apart from section 18A of the UK CTA; or (ii) in respect of an
advance made under this Agreement by a person that was a bank (as defined for the purpose of section 879 of the UK ITA) at the time
that advance was made and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect
of that advance; or

(b) a Lender which is: (i) a company resident in the United Kingdom for United Kingdom tax purposes; (ii) a
partnership each member of which is a company so resident in the United Kingdom or a company not so resident in the United
Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in
computing its chargeable profits (within the meaning of section 19 of the UK CTA) the whole of any share of interest payable in respect
of that advance that falls to it by reason of Part 17 of the UK CTA; or (iii) a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect
of that advance in computing the chargeable profits (within the meaning of section 19 of the UK CTA) of that company; or

(c) a UK Treaty Lender.

UK Security Trustee shall mean PNC Bank, National Association, in its capacity as security trustee for itself, the
Administrative Agent, the Issuing Bank and the Lenders.

UK Tax Confirmation shall mean a confirmation by a Lender that the person beneficially entitled to interest payable
to that Lender in respect of an advance under this

40
Agreement is either: (a) a company resident in the United Kingdom for United Kingdom tax purposes; (b) a partnership each member of
which is a company so resident in the United Kingdom or a company not so resident in the United Kingdom which carries on a trade in
the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the
meaning of section 19 of the UK CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of
Part 17 of the UK CTA; or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the
chargeable profits (within the meaning of section 19 of the UK CTA) of that company.

UK Treaty Lender shall mean a Lender that:

(a) is treated as a resident of a UK Treaty State for the purposes of the Relevant Treaty (as defined in the definition of
UK Treaty State below);

(b) does not carry on a business in the United Kingdom through a permanent establishment through which that
Lender’s participation in the Loans is effectively connected; and

(c) fulfils any conditions (other than any procedural requirements) which must be fulfilled under the double taxation
agreement for residents of that Treaty State to obtain full exemption from United Kingdom taxation on interest payable to that Lender
in respect of an advance under this Agreement.

UK Treaty State shall mean a jurisdiction having a double taxation agreement (a “Relevant Treaty”) with the United
Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

USA PATRIOT Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended,
amended or replaced.

US Guarantor shall mean each of the US Subsidiaries listed on Schedule 1.1(D) and each other US Subsidiary that
joins this Agreement as a Guarantor after the date hereof.

US Person shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

US Subsidiary shall mean any Subsidiary of the Borrower that is incorporated or organized under the laws of the
United States of America, any state thereof or in the District of Columbia.

VAT shall mean (a) any tax imposed in compliance with the system of value added tax (EC Directive of 28 November
2006/112) and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or
levied in addition to, such tax referred to in clause (a) above, or imposed elsewhere.

Wholly Owned Subsidiary shall mean, as to any Person, any Subsidiary of such Person one hundred percent (100%) of
the Equity Interests of which (other than directors’

41
qualifying Equity Interests and nominal Equity Interests issued to foreign nationals, in each case to the extent required under
applicable Law) are at the time owned by such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

Withholding Agent shall mean any Loan Party and the Administrative Agent.

Write-Down and Conversion Powers shall mean, with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member
Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1 .2 Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall
apply to this Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and
the whole and the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii)
the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document as a whole; (iii) article, section, subsection, clause, schedule and exhibit references are to this
Agreement or other Loan Document, as the case may be, unless otherwise specified; (iv) reference to any Person includes such Person’s
successors and assigns and, in the case of the UK Security Trustee and the Spanish Security Agent, any person for the time being
appointed as, respectively, UK Security Trustee or UK Security Trustees or the Spanish Security Agent in accordance with the Loan
Documents; (v) reference to any agreement, including this Agreement and any other Loan Document, together with the schedules and
exhibits hereto or thereto, document or instrument means such agreement, document or instrument as amended, modified, replaced,
substituted for, superseded or restated; (vi) relative to the determination of any period of time, “from” means “from and including,” “to”
means “to but excluding,” and “through” means “through and including”; (vii) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights, (viii) section headings herein and in each other Loan Document are included for convenience and shall
not affect the interpretation of this Agreement or such Loan Document, and (ix) unless otherwise specified, all references herein to times
of day shall constitute references to Eastern Time.

1 . 3 Accounting Principles; Changes in IFRS. Except as otherwise provided in this Agreement, all computations and
determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be
made and prepared in accordance with IFRS (including principles of consolidation where appropriate), and all accounting or financial
terms shall have the meanings ascribed to such terms by IFRS; provided, however, that all accounting terms used in Section 8.2
[Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2) shall have the meaning
given to such terms (and defined terms) under IFRS as in effect on the date hereof applied on a basis consistent with those used in
preparing Statements referred to in Section 6.1.6(a) [Historical Statements]. Notwithstanding the foregoing, if the Borrower notifies the
Administrative Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 of this Agreement, any related
definition and/or the definitions of the terms Net Total Leverage Ratio, Net Secured Leverage Ratio or Material Event for purposes of
interest, Letter of Credit Fee and Commitment

42
Fee, determinations to eliminate the effect of any change in IFRS occurring after the Closing Date on the operation of such financial
covenants and/or interest, Letter of Credit Fee or Commitment Fee determinations (or if the Administrative Agent notifies the Borrower
in writing that the Required Lenders wish to amend any financial covenant in Section 8.2, any related definition and/or the definitions
of the terms Net Total Leverage Ratio, Net Secured Leverage Ratio or Material Event for purposes of interest, Letter of Credit Fee and
Commitment Fee, determinations to eliminate the effect of any such change in IFRS), then the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof in light of such
change in IFRS (subject to the approval of the Required Lenders); provided that, until so amended, the Loan Parties’ compliance with
such covenants and/or the definitions of the terms Net Total Leverage Ratio, Net Secured Leverage Ratio and Material Event, for
purposes of interest, Letter of Credit Fee and Commitment Fee, determinations shall be determined on the basis of IFRS in effect
immediately before the relevant change in IFRS became effective, until either such notice is withdrawn or such covenants or definitions
are amended in a manner satisfactory to the Borrower and the Required Lenders, and the Borrower shall provide to the Administrative
Agent, when it delivers its financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial
Statements] of this Agreement, such reconciliation statements as shall be reasonably requested by the Administrative Agent.

1.4 Currency Calculations. All financial statements and Compliance Certificates shall be set forth in Dollars. For purposes of
preparing the financial statements, calculating financial covenants and determining compliance with covenants expressed in Dollars,
Optional Currencies shall be converted to Dollars in accordance with IFRS.

1 . 5 Pro Forma Computations. All computations required to be made hereunder (including with respect to the Interest
Coverage Ratio, Net Secured Leverage Ratio and Net Total Leverage Ratio) shall be calculated after giving pro forma effect to all
Material Acquisitions, Material Dispositions, Permitted Acquisitions or other transactions (and, in the case of any pro forma
computations made hereunder to determine whether any such Material Acquisition, Material Disposition, Permitted Acquisition or
other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the
period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction
had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which
financial statements shall have been delivered pursuant to Section 8.3 (or, prior to the delivery of any such financial statements, ending
with the last fiscal quarter included in the interim financial statements referred to in Section 6.1.6(a)) and, to the extent applicable, to
the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of
Indebtedness, all in accordance with Article 11 of Regulation S-X under the United States Securities Act of 1933. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire period (taking into account any hedging agreement
applicable to such Indebtedness if such hedging agreement has a remaining term in excess of 12 months).

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 2. REVOLVING CREDIT AND SWING LOAN FACILITIES

2.1 Revolving Credit Commitments.

2 .1 .1 Revolving Credit Loans; Optional Currency Loans. Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, each Lender severally agrees to make Revolving Credit Loans in either
Dollars or one or more Optional Currencies to the Borrower at any time or from time to time on or after the date hereof to the Expiration
Date; provided that after giving effect to each such Loan (i) the aggregate Dollar Equivalent amount of Revolving Credit Loans from
such Lender shall not exceed such Lender’s Revolving Credit Commitment, minus such Lender’s Ratable Share of the outstanding
Swing Loans and Letter of Credit Obligations, (ii) the Revolving Facility Usage shall not exceed the Revolving Credit Commitments,
and (iii) no Revolving Credit Loan to which the Base Rate Option applies shall be made in an Optional Currency. Within such limits of
time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this
Section 2.1.

2 . 1 . 2 Swing Loan Commitment. Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, the Swing Loan Lender may, at its option, cancelable at any time for any reason
whatsoever, make swing loans in Dollars (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to,
but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of the Swing Loan Commitment,
provided that after giving effect to such Loan, the Revolving Facility Usage shall not exceed the aggregate Revolving Credit
Commitments of the Lenders. Within such limits of time and amount and subject to the other provisions of this Agreement, the
Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2.

2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans. Each Lender shall be obligated to participate in
each request for Revolving Credit Loans pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests] in
accordance with its Ratable Share. The aggregate Dollar Equivalent of each Lender’s Revolving Credit Loans outstanding hereunder to
the Borrower at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the outstanding Swing Loans
and Letter of Credit Obligations. The obligations of each Lender hereunder are several. The failure of any Lender to perform its
obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the
failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans
hereunder on or after the Expiration Date.

2 . 3 Commitment Fees. Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the
Administrative Agent for the account of each Lender according to its Ratable Share, a nonrefundable commitment fee (the
“Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case
may be, and actual days elapsed) multiplied by the average daily difference between (i) the amount of the Revolving Credit
Commitments and (ii) an amount equal to the Dollar Equivalent amount of the Revolving Facility Usage on each such day, minus the
unpaid principal balance of the Swing Loans on each such day; provided that any Commitment Fee accrued with respect to the
Revolving

44
Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at
such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such
Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no
Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be
a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Commitment Fees shall be payable in arrears on
each Payment Date and in U.S. Dollars.

2.4 Termination or Reduction of Revolving Credit Commitments. The Borrower shall have the right, upon not less than three
(3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce
the aggregate amount of the Revolving Credit Commitments (ratably among the Lenders in proportion to their Ratable Shares);
provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and
to any prepayments of the Revolving Credit Loans made on the effective date thereof, the Revolving Facility Usage would exceed the
aggregate Revolving Credit Commitments of the Lenders. Any such reduction shall be in an amount equal to $5,000,000, or a whole
multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. Any such reduction or termination
shall be accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued
on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the
aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit
Commitments as so reduced or terminated. Any notice to reduce the Revolving Credit Commitments under this Section 2.4 shall be
irrevocable; provided that any such notice may state that such notice is conditioned upon the occurrence of one or more events
specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied.

2.5 Revolving Credit Loan Requests; Swing Loan Requests.

2.5.1 Revolving Credit Loan Requests. Except as otherwise provided herein, the Borrower may from time to
time prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option
applicable to existing Revolving Credit Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent, not
later than 10:00 a.m., (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit
Loans in Dollars to which the Euro-Rate Option applies or the conversion to or the renewal of the Euro-Rate Option for any Loans in
Dollars; (ii) not later than 10:00 a.m., (a) four (4) Business Days prior to the proposed Borrowing Date with respect to the making of
Optional Currency Loans or the date of conversion to or renewal of the Euro-Rate Option for any Optional Currency Loan, and (b) the
same Business Day of the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate
Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a
duly completed request therefor substantially in the form of Exhibit 2.5.1 or a request by telephone promptly (and in any event by 2:00
p.m. on such day) confirmed in writing by letter, facsimile or telex in such form (each, a “Loan Request”), it being understood that the
Administrative Agent may rely on the authority of

45
any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall
be irrevocable and shall specify (A) the aggregate amount of the proposed Loans comprising each Borrowing Tranche, which amount
shall be in the minimum amount of $5,000,000 (or the Dollar Equivalent thereof), and in integral multiples of $1,000,000 (or the Dollar
Equivalent thereof) in excess thereof, for each Borrowing Tranche, (B) which Interest Rate Option shall apply to the proposed Dollar
denominated Loans comprising the applicable Borrowing Tranche, (C) the currency in which each Borrowing Tranche shall be funded
if the Borrower elects an Optional Currency, (D) an appropriate Interest Period, if applicable, and (E) the proposed Borrowing Date.

2 .5 .2 Swing Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to
the Expiration Date request the Swing Loan Lender to make Swing Loans by delivery to the Swing Loan Lender not later than 12:00
noon on the proposed Borrowing Date of a duly completed request therefor substantially in the form of Exhibit 2.5.2 hereto or a request
by telephone promptly (and in any event by 2:00 p.m. on such day) confirmed in writing by letter, facsimile or telex (each, a “Swing
Loan Request”), it being understood that the Administrative Agent may rely in good faith on the authority of any individual making
such a telephonic request without the necessity of receipt of such written confirmation. Each Swing Loan Request shall be irrevocable
and shall specify the proposed Borrowing Date and the principal amount of such Swing Loan, which shall be not less than $100,000.

2 . 6 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of
Revolving Credit Loans; Borrowings to Repay Swing Loans.

2 .6 .1 Making Revolving Credit Loans. The Administrative Agent shall, promptly after receipt by it of a Loan
Request pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests], notify the Lenders of its receipt of such
Loan Request specifying the information provided by the Borrower, including the currency in which the Revolving Credit Loan is
requested, and the apportionment among the Lenders of the requested Revolving Credit Loans as determined by the Administrative
Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans]. Each Lender shall
remit the principal amount of each Revolving Credit Loan in the requested currency (in the case of Optional Currency Loans, in Dollars
if so requested by the Administrative Agent) to the Administrative Agent such that the Administrative Agent is able to, and the
Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Section 7.2 [Each
Loan or Letter of Credit], fund such Revolving Credit Loans to the Borrower in U.S. Dollars or the requested Optional Currency (as
applicable) in immediately available funds at the Principal Office prior to 2:00 p.m., on the applicable Borrowing Date; provided that if
any Lender fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole
discretion to fund with its own funds, including funds in the requested Optional Currency, the Revolving Credit Loans of such Lender
on such Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 2.6.2 [Presumptions by the
Administrative Agent].

2 .6 .2 Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed time of any Base Rate Loan, or, for Loans other than Base Rate Loans, prior to the close of business
the day before the

46
Borrowing Date, that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the
Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6.1
[Making Revolving Credit Loans] and may, in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in the appropriate currency with interest thereon, for each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender,
the greater of the Federal Funds Effective Rate (or, for payments in an Optional Currency, the Overnight Rate), and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be
made by the Borrower, the interest rate applicable to Loans under the Base Rate Option. If the Borrower and such Lender shall pay such
interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Loan to the
Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.

2 .6 .3 Making Swing Loans. So long as the Swing Loan Lender elects to make Swing Loans, the Swing Loan
Lender shall, after receipt by it of a Swing Loan Request pursuant to Section 2.5.2, [Swing Loan Requests] fund such Swing Loan to the
Borrower in U.S. Dollars only and in immediately available funds at the Principal Office prior to 4:00 p.m. on the Borrowing Date.

2 .6 .4 Repayment of Revolving Credit Loans. The Borrower shall repay the Revolving Credit Loans together
with all outstanding interest thereon on the Expiration Date.

2.6.5 Borrowings to Repay Swing Loans. The Swing Loan Lender may, at its option, exercisable at any time for
any reason whatsoever, demand repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount
equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans, plus, if the Swing Loan
Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans
in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations. Revolving Credit Loans made
pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in
accordance with Section 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. The
Swing Loan Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that
such Revolving Credit Loans are to be made under this Section 2.6.5 and of the apportionment among the Lenders, and the Lenders
shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.5.1
[Revolving Credit Loan Requests] are then satisfied) by the time the Swing Loan Lender so requests, which shall not be earlier than
3:00 p.m. on the Business Day next after the date the Lenders receive such notice from the Swing Loan Lender.

47
 2 .6 .6 Swing Loans Under Cash Management Agreements. In addition to making Swing Loans pursuant to the
foregoing provisions of Section 2.6.3 [Making Swing Loans], without the requirement for a specific request from the Borrower pursuant
to Section 2.5.2 [Swing Loan Requests], the Swing Loan Lender may make Swing Loans to the Borrower in accordance with the
provisions of the agreements between the Borrower and the Swing Loan Lender relating to the Borrower’s deposit, sweep and other
accounts at such Swing Loan Lender and related arrangements and agreements regarding the management and investment of the
Borrower’s cash assets as in effect from time to time (the “Cash Management Agreements”) to the extent of the daily aggregate net
negative balance in the Borrower’s accounts which are subject to the provisions of the Cash Management Agreements. Swing Loans
made pursuant to this Section 2.6.6 in accordance with the provisions of the Cash Management Agreements shall (i) be subject to the
limitations as to aggregate amount set forth in Section 2.1.2 [Swing Loan Commitment], (ii) not be subject to the limitations as to
individual amount set forth in Section 2.5.2 [Swing Loan Requests], (iii) be payable by the Borrower, both as to principal and interest,
at the rates and times set forth in the Cash Management Agreements (but in no event later than the Expiration Date), (iv) not be made at
any time after such Swing Loan Lender has received written notice of the occurrence of an Event of Default and so long as such shall
continue to exist, or, unless consented to by the Required Lenders, a Potential Default and so long as such shall continue to exist, (v) if
not repaid by the Borrower in accordance with the provisions of the Cash Management Agreements, be subject to each Lender’s
obligation pursuant to Section 2.6.5 [Borrowings to Repay Swing Loans], and (vi) except as provided in the foregoing subsections (i)
through (v), be subject to all of the terms and conditions of this Section 2.

2 .7 Notes. The Obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans
and Swing Loans made to the Borrower by each Lender, together with interest thereon, shall be evidenced by a revolving credit Note
and a swing Note, dated the Closing Date payable to the order of such Lender in a face amount equal to the Revolving Credit
Commitment and Swing Loan Commitment, as applicable, of such Lender.

2 .8 Use of Proceeds. The proceeds of the Loans shall be used (i) for the payment of fees, costs and expenses relating to the
Loan Documents and the transactions contemplated thereby, (ii) to refinance the Indebtedness of the Borrower and Globe under the
Existing Credit Agreement, and (iii) for working capital, capital expenditures, Permitted Acquisitions, Permitted Investments and other
general company purposes, in each case to the extent permitted hereunder.

2.9 Letter of Credit Subfacility.

2.9.1 Issuance of Letters of Credit. Upon the effectiveness of this Agreement, each Existing Letter of Credit
shall constitute a “Letter of Credit” for all purposes of this Agreement, issued, for purposes of this Section 2.9, on the Closing Date
(provided that any and all issuance fees and letter of credit risk participation fees accrued to the Closing Date in respect thereof
pursuant to the Existing Credit Agreement shall have been paid in full on or before the Closing Date; provided further that fees may,
pursuant to agreement between the applicable Loan Party and Citizens Bank of Pennsylvania, be due upon presentment of drafts); all of
the risk participation exposures in respect of the Existing Letters of Credit shall be deemed to be assumed by the Lenders ratably
according to their respective Revolving Credit Commitments; and the Loan Parties, the Administrative Agent and each Issuing Lender
hereby agree that, from and after the

48
Closing Date, the terms of this Agreement shall apply to the Existing Letters of Credit, superseding any other agreement theretofore
applicable to them to the extent inconsistent with the terms hereof. The Parent hereby unconditionally and irrevocably (subject to the
provisions of this Section 2.9) assumes all Letter of Credit Obligations in respect of each Existing Letter of Credit.

The Borrower or any other Loan Party may at any time prior to the Expiration Date request the issuance of a standby
or trade letter of credit (each a “Letter of Credit”), which may be denominated in either Dollars or an Optional Currency, for its own
account or the account of another Loan Party or any Subsidiary, or the amendment or extension of an existing Letter of Credit, by
delivering or transmitting electronically, or having such other Loan Party deliver or transmit electronically, to the Issuing Lender (with
a copy to the Administrative Agent) a completed application for letter of credit, or request for such amendment or extension, as
applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days,
or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. The Borrower or other
Loan Party shall authorize and direct the Issuing Lender to name the Borrower or Loan Party or other Subsidiary as the “Applicant” or
“Account Party” of each Letter of Credit. Promptly after receipt of any letter of credit application, the Issuing Lender shall confirm with
the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit
application and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof.

2.9.1.1 Unless the Issuing Lender has received notice from any Lender, the Administrative Agent or any
Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one
or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the
terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Issuing Lender or
any of the Issuing Lender’s Affiliates will issue the proposed Letter of Credit or agree to such amendment or extension, provided that
each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire
later than five (5) Business Days prior to the Expiration Date and provided further that in no event shall (i) the Letter of Credit
Obligations exceed, at any one time, Twenty-five Million Dollars ($25,000,000) (the “Letter of Credit Sublimit”) or (ii) the Revolving
Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the Borrower or other Loan Party for the
issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that the Borrower shall
be in compliance with the preceding sentence and with Section 7.2 [Each Loan or Letter of Credit] after giving effect to the requested
issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a
Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent
a true and complete copy of such Letter of Credit or amendment.

2.9.1.2 Notwithstanding Section 2.9.1.1, the Issuing Lender shall not be under any obligation to issue
any Letter of Credit if (i) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain
the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or
not having the force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing
Lender refrain from, the issuance of letters of

49
credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any
restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the
Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing
Date and which the Issuing Lender in good faith deems material to it, or (ii) the issuance of the Letter of Credit would violate one or
more policies of the Issuing Lender applicable to letters of credit generally.

2.9.2 Letter of Credit Fees. The Borrower shall pay in Dollars, or at the Administrative Agent’s option, the
Optional Currency in which each Letter of Credit is issued (i) to the Administrative Agent for the ratable account of the Lenders a fee
(the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee Rate on the daily amount available to be drawn under each
Letter of Credit, and (ii) to the Issuing Lender for its own account a fronting fee equal to one-eighth percent (0.125%) per annum on the
daily amount available to be drawn under each Letter of Credit. All Letter of Credit Fees and fronting fees shall be computed on the
basis of a year of 360 days and actual days elapsed and shall be payable quarterly in arrears on each Payment Date following issuance
of each Letter of Credit. The Borrower shall also pay (in Dollars) to the Issuing Lender for the Issuing Lender’s sole account the Issuing
Lender’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit as the Issuing Lender
may generally charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), assignment or
transfer (if any), negotiation, and administration of Letters of Credit.

2 .9 .3 Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of
Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn
under such Letter of Credit and the amount of such drawing, respectively, in each case in the currency in which each Letter of Credit is
issued.

2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee
thereof, the Issuing Lender will promptly notify the Borrower and the Administrative Agent thereof. Provided that the Borrower shall
have received such notice, the Borrower shall reimburse (such obligation to reimburse the Issuing Lender shall sometimes be referred to
as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 noon on each date that an amount is paid by the Issuing Lender
under any Letter of Credit (each such date, a “Drawing Date”) by paying to the Administrative Agent for the account of the Issuing
Lender an amount equal to the amount so paid by the Issuing Lender in the same currency as paid, unless otherwise required by the
Administrative Agent or the Issuing Lender. In the event the Borrower fails to reimburse the Issuing Lender (through the Administrative
Agent) for the full amount of any drawing under any Letter of Credit by 12:00 noon on the Drawing Date, the Administrative Agent will
promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans in U.S. Dollars
(and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing
Lender in such other currency on the Drawing Date thereof) be made by the Lenders under the Base Rate Option to be disbursed on the
Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitments and
subject to the

50
conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice given by the
Administrative Agent or Issuing Lender pursuant to this Section 2.9.3.1 may be oral if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Notwithstanding
anything herein to the contrary, in the event that Revolving Credit Loans cannot be advanced to reimburse the Issuing Lender as
aforesaid (whether due to an insufficient amount of unutilized portion of the Revolving Credit Commitments or the inability to satisfy
the conditions set forth in Section 7.2 [Each Loan or Letter of Credit]), the Administrative Agent shall so notify the Borrower, and the
Borrower shall pay to the Issuing Lender, no later than three (3) Business Days after such notice from the Administrative Agent, (a) the
applicable Reimbursement Obligation and (b) interest on the amount of such Reimbursement Obligation from the Drawing Date to, but
not including, the date of payment at the rate then applicable under the Base Rate Option; provided that unless and until, if ever, the
Borrower fails to pay the amounts under clauses (a) and (b) on or before such third Business Day, the Borrower’s failure to so reimburse
the Issuing Lender on the Drawing Date shall not constitute a Potential Default or an Event of Default.

2.9.3.2 Each Lender shall upon any notice pursuant to Section 2.9.3.1 make available to the
Administrative Agent for the account of the Issuing Lender an amount in Dollars in immediately available funds equal to its Ratable
Share of the amount of the drawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount
to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof), whereupon the participating Lenders
shall (subject to Section 2.9.3 [Disbursements; Reimbursement]) each be deemed to have made a Revolving Credit Loan under the Base
Rate Option to the Borrower in that amount. If any Lender so notified fails to make available in Dollars to the Administrative Agent for
the account of the Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. on the Drawing
Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such
Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following
the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Credit Loans under the Base Rate Option on and
after the fourth day following the Drawing Date. The Administrative Agent and the Issuing Lender will promptly give notice (as
described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or the Issuing Lender
to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not
relieve such Lender from its obligation under this Section 2.9.3.2.

2.9.3.3 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans in
Dollars under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.1, because of the Borrower’s
failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any
other reason, the Borrower shall be deemed to have incurred from the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”)
in Dollars in the amount of such drawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent
amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof). Such Letter of Credit Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving
Credit Loans under the Base Rate Option. Each Lender’s payment to the Administrative Agent for the account

51
of the Issuing Lender pursuant to Section 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its
participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation
obligation under this Section 2.9.3.

2.9.4 Repayment of Participation Advances.

2.9.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender
of immediately available funds from the Borrower (i) in reimbursement of any payment made by the Issuing Lender under the Letter of
Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on
such a payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will
pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of
such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such
funds of any Lender that did not make a Participation Advance in respect of such payment by the Issuing Lender.

2.9.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee,
receiver, liquidator, administrator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any
Loan Party to the Administrative Agent for the account of the Issuing Lender pursuant to this Section in reimbursement of a payment
made under any Letter of Credit or interest or fees thereon, each Lender shall, on demand of the Administrative Agent, forthwith return
to the Administrative Agent for the account of the Issuing Lender the amount of its Ratable Share of any amounts so returned by the
Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to
the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate (or, for any payment in an Optional Currency,
the Overnight Rate) in effect from time to time.

2 .9 .5 Documentation. Each Loan Party agrees to be bound by the terms of the Issuing Lender’s application and
agreement for letters of credit and the Issuing Lender’s written regulations and customary practices relating to letters of credit, though
such interpretation may be different from such Loan Party’s own. In the event of a conflict between such application or agreement and
this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful
misconduct, the Issuing Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in
following any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements
thereto.

2.9.6 Determinations to Honor Drawing Requests. In determining whether to honor any request for drawing under
any Letter of Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and
certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the
requirements of such Letter of Credit.

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 2 .9 .7 Nature of Participation and Reimbursement Obligations. Each Lender’s obligation in accordance with this
Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 [Disbursements,
Reimbursement], as a result of a drawing under a Letter of Credit, and the Obligations of the Borrower to reimburse the Issuing Lender
upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Section 2.9 under all circumstances, including the following circumstances:

(a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have
against the Issuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party
may have against the Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever;

(b) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit
Borrowing, with the conditions set forth in Sections 2.1 [Revolving Credit Commitments], 2.5 [Revolving Credit Loan Requests;
Swing Loan Requests], 2.6 [Making Revolving Credit Loans and Swing Loans; Etc.] or 7.2 [Each Loan or Letter of Credit] or as
otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not
required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation Advances under
Section 2.9.3 [Disbursements, Reimbursement];

(c) any lack of validity or enforceability of any Letter of Credit;

(d) any claim of breach of warranty that might be made by any Loan Party or any Lender against any
beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right
which any Loan Party or any Lender may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any
Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates
or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which
any Letter of Credit was procured);

(e) the lack of power or authority of any signer of (or any defect in or forgery of any signature or
endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand,
instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in
connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case
even if the Issuing Lender or any of its Affiliates has been notified thereof;

(f) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

53
 (g) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other
Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition,
value or other characteristic of any property or services relating to a Letter of Credit;

(h) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form
requested by any Loan Party, unless the Issuing Lender has received written notice from such Loan Party of such failure within three
Business Days after the Issuing Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of
Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(i) any adverse change in the business, operations, properties, assets, condition (financial or
otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;

(j) any breach of this Agreement or any other Loan Document by any party thereto;

(k) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;

(l) the fact that an Event of Default or a Potential Default shall have occurred and be continuing;

(m) the fact that the Expiration Date shall have passed or this Agreement or the Commitments
hereunder shall have been terminated; and

(n) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.9.8 Indemnity. The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and
any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, penalties,
interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and
allocated costs of internal counsel) which the Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct
or indirect, of the issuance of any Letter of Credit, other than as a result of the gross negligence or willful misconduct of the Issuing
Lender as determined by a final non-appealable judgment of a court of competent jurisdiction.

2.9.9 Liability for Acts and Omissions. As between any Loan Party and the Issuing Lender, or the Issuing Lender’s
Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender shall not be responsible
for any of the following, including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application
for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged (even if the Issuing Lender or its Affiliates

54
shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or
assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such
Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any
other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among
any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a
drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of
Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of
the Issuing Lender or its Affiliates, as applicable, including any act or omission of any Official Body, and none of the above shall affect
or impair, or prevent the vesting of, any of the Issuing Lender’s or its Affiliates’ rights or powers hereunder. Nothing in the preceding
sentence shall relieve the Issuing Lender from liability for the Issuing Lender’s gross negligence or willful misconduct in connection
with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Issuing Lender or its
Affiliates be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses
(including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the Issuing Lender and each of its Affiliates (i) may rely on any oral
or other communication believed in good faith by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf
of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to
comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a
Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or
otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with
any interest paid by the Issuing Lender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement
advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is
being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any
way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or
practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Issuing Lender or its
Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to
a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of
such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in
any way with such Letter of Credit.

In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or
omitted by the Issuing Lender or its Affiliates under or in connection

55
with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not
put the Issuing Lender or its Affiliates under any resulting liability to the Borrower or any Lender.

2 .9 .1 0 Issuing Lender Reporting Requirements. Each Issuing Lender shall, on the first Business Day of each
month, provide to the Administrative Agent and the Borrower a schedule of the Letters of Credit issued by it, in form and substance
satisfactory to the Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face
amount (if any), and the expiration date of any Letter of Credit outstanding at any time during the preceding month, and any other
information relating to such Letter of Credit that the Administrative Agent may request.

2 . 1 0 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender
pursuant to Section 2.3 [Commitment Fees];

(b) the Commitments and outstanding Loans of such Defaulting Lender shall not be included in
determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment,
waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]); provided, that this clause (b) shall
not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such
Lender or each Lender directly affected thereby;

(c) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender
becomes a Defaulting Lender, then:

(i) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such
Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only
to the extent that (A) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders’ Revolving Credit
Commitments, and (B) no Potential Default or Event of Default has occurred and is continuing at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be
effected, the Borrower shall within two (2) Business Days following notice by the Administrative Agent (A) first, prepay such
outstanding Swing Loans, and (B) second, Cash Collateralize in an amount not less than the Minimum Collateral Amount for the
benefit of the Issuing Lender the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Obligations (after
giving effect to any partial reallocation pursuant to clause (i) above) in a deposit account held at the Administrative Agent for so long
as such Letter of Credit Obligations are outstanding;

(iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of
Credit Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant
to Section 2.9.2 [Letter of

56
Credit Fees] with respect to such Defaulting Lender’s Letter of Credit Obligations during the period such Defaulting Lender’s Letter of
Credit Obligations are Cash Collateralized;

(iv) if the Letter of Credit Obligations of the non-Defaulting Lenders are reallocated
pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.9.2 [Letter of Credit Fees] shall be adjusted in
accordance with such non-Defaulting Lenders’ Ratable Share; and

(v) if all or any portion of such Defaulting Lender’s Letter of Credit Obligations are neither
reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing
Lender or any other Lender hereunder, all Letter of Credit Fees payable under Section 2.9.2 [Letter of Credit Fees] with respect to such
Defaulting Lender’s Letter of Credit Obligations shall be payable to the Issuing Lender (and not to such Defaulting Lender) until and to
the extent that such Letter of Credit Obligations are reallocated and/or Cash Collateralized; and

(d) so long as such Lender is a Defaulting Lender, the Swing Loan Lender shall not be required to
fund any Swing Loans and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing
Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding Letter of Credit Obligations will be 100%
covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower
in accordance with Section 2.10(c), and participating interests in any newly made Swing Loan or any newly issued or increased Letter
of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.10(c)(i) (and such Defaulting Lender
shall not participate therein).

The Borrower hereby grants, and to the extent provided by any Defaulting Lender, such Defaulting Lender hereby grants, to the
Administrative Agent, the UK Security Trustee or the Spanish Security Agent (as applicable), for the benefit of the Issuing Lender, and
agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund
participations in respect of Letter of Credit Obligations, to be applied pursuant to this Agreement. If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent, the UK
Security Trustee, the Spanish Security Agent and the Issuing Lender as herein provided, or that the total amount of such Cash Collateral
is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to
the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any
Cash Collateral provided by the Defaulting Lender).

If (i) a Bankruptcy Event with respect to a parent company of any Lender shall occur following the date hereof and for so long as such
event shall continue, or (ii) the Swing Loan Lender or the Issuing Lender has a good faith belief that any Lender has defaulted in
fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swing Loan Lender
shall not be required to fund any Swing Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of
Credit, unless the Swing Loan Lender or the Issuing Lender, as the case may be, shall have entered into arrangements with the Borrower
or

57
such Lender, satisfactory to the Swing Loan Lender or the Issuing Lender, as the case may be, to defease any risk to it in respect of such
Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swing Loan Lender and the Issuing Lender agree in writing that a
Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative
Agent will so notify the parties hereto, and the Ratable Share of the Swing Loans and Letter of Credit Obligations of the non-
Defaulting Lenders shall be readjusted to reflect the inclusion of such Lender’s (that is, former Defaulting Lender’s) Commitment, and
on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative
Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Ratable Share, whereupon
such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued
or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the
extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a
waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.11 Utilization of Commitments in Optional Currencies.

2.11.1 Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans that are Optional
Currency Loans and Letters of Credit Outstanding; Repayment in Same Currency. For purposes of determining utilization of the
Revolving Credit Commitments, the Administrative Agent will determine the Dollar Equivalent amount of (i) the outstanding and
proposed Revolving Credit Loans that are Optional Currency Loans and Letters of Credit to be denominated in an Optional Currency
as of the requested Borrowing Date or date of issuance, as the case may be, (ii) the outstanding Letter of Credit Obligations
denominated in an Optional Currency as of the last Business Day of each month, and (iii) the outstanding Revolving Credit Loans
denominated in an Optional Currency as of the end of each Interest Period (each such date under clauses (i) through (iii), and any other
date on which the Administrative Agent determines it is necessary or advisable to make such computation, in its sole discretion, is
referred to as a “Computation Date”). Unless otherwise provided in this Agreement or agreed to by the Administrative Agent and the
Borrower, each Loan and Reimbursement Obligation shall be repaid or prepaid in the same currency in which the Loan or
Reimbursement Obligation was made.

2.11.2 European Monetary Union.

(a) Payments In Euros Under Certain Circumstances. If (i) any Optional Currency ceases to be lawful
currency of the nation issuing the same and is replaced by the Euro or (ii) any Optional Currency and the Euro are at the same time
recognized by any Official Body of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or
the Required Lenders shall so request in a notice delivered to the Borrower, then any amount payable hereunder by any party hereto in
such Optional Currency shall instead be payable in the Euro and the amount so payable shall be determined by translating the amount
payable in such Optional Currency to the Euro at the exchange rate established by that nation for the purpose of implementing the
replacement of the relevant Optional Currency by the Euro (and the provisions governing payments in Optional Currencies in this
Agreement shall apply to such payment in the

58
 Euro as if such payment in the Euro were a payment in an Optional Currency). Prior to the occurrence of the event or events described
in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Optional Currency will, except as otherwise
provided herein, continue to be payable only in that currency.

(b) Additional Compensation Under Certain Circumstances. The Borrower agrees, at the request of
any Lender, to compensate such Lender for any loss, cost, expense or reduction in return that such Lender shall reasonably determine
shall be incurred or sustained by such Lender as a result of the replacement of any Optional Currency by the Euro and that would not
have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender setting forth such Lender’s
determination of the amount or amounts necessary to compensate such Lender shall be delivered to the Borrower and shall be
conclusive absent manifest error so long as such determination is made on a reasonable basis. The Borrower shall pay such Lender the
amount shown as due on any such certificate within ten (10) days after receipt thereof. .

(c) Requests for Additional Optional Currencies. The Borrower may deliver to the Administrative
Agent a written request that Revolving Credit Loans hereunder also be permitted to be made in any other lawful currency (other than
Dollars), in addition to the currencies specified in the definition of “Optional Currency” herein, provided that such currency must be
freely traded in the offshore interbank foreign exchange markets, freely transferable, freely convertible into Dollars and available to the
Lenders in the Relevant Interbank Market. The Administrative Agent will promptly notify the Lenders of any such request promptly
after the Administrative Agent receives such request. The Administrative Agent will promptly notify the Borrower of the acceptance or
rejection by the Administrative Agent and each of the Lenders of the Borrower’s request. The requested currency shall be approved as
an Optional Currency hereunder only if the Administrative Agent and all of the Lenders approve of the Borrower’s request.

2.12 Extensions of the Expiration Date.

2.12.1 First Request; Approval by All Lenders. Upon or promptly after delivery by the Borrower of the annual financial
statements to be provided hereunder for the fiscal year ending December 31, 2019 or any subsequent fiscal year, the Borrower may request
a one-year extension of the Expiration Date (that is, to February 27, 2022) by written notice to the Lenders, and the Lenders agree to
respond to the Borrower’s request for an extension within of sixty (60) days following receipt of the request; provided, however, that the
failure of any Lender to respond within such time period shall not in any manner constitute an agreement by such Lender to extend the
Expiration Date. If all Lenders elect so to extend, the Expiration Date shall be extended for a period of one year to February 27, 2022. If
one or more Lenders decline to extend or do not respond to the Borrower’s request, the provisions of Section 2.12.3 [Approval by
Required Lenders] shall apply.

2.12.2 Second Request; Approval by All Lenders . If the Expiration Date has been extended to February 27, 2022 upon
and subject to the provisions of Section 2.12.1 [First Request; Approval by All Lenders], upon or promptly after delivery by the Borrower
of the annual financial statements to be provided hereunder for the fiscal year ending December 31, 2020 or any subsequent fiscal year,
the Borrower may request a one-year extension of the Expiration Date (that is, to

59
February 27, 2023) by written notice to the Lenders, and the Lenders agree to respond to the Borrower’s request for an extension within
sixty (60) days following receipt of the request; provided, however, that the failure of any Lender to respond within such time period
shall not in any manner constitute an agreement by such Lender to extend the Expiration Date. If all Lenders elect so to extend, the
Expiration Date shall be extended for a period of one year. If one or more Lenders decline to extend or do not respond to the Borrower’s
request, the provisions of Section 2.12.3 [Approval by Required Lenders] shall apply.

2.12.3 Approval by Required Lenders. In the event that one or more Lenders do not agree to extend the then current
Expiration Date (herein, the “Current Expiration Date”) or do not respond to Borrower’s request for an extension within the time required
under, as applicable, Section 2.12.1 [First Request; Approval by All Lenders] or Section 2.12.2 [Second Request; Approval by All
Lenders] (each a “Lender to be Terminated”), but the Required Lenders agree to such extension within such 60-day period, then, at the
option of the Borrower:

(a) the Borrower may replace the Lender (or Lenders) to be Terminated pursuant to Section 11.14 [Replacement of
Lenders]; or

(b) the Expiration Date shall so be extended as to all Lenders, other than the Lender (or Lenders) to be Terminated
(the “Extending Lenders”); and on the Current Expiration Date (i) the Borrower shall pay all Loan principal, interest, Commitment Fees
and other Obligations then owing to each Lender to be Terminated, (ii) the Commitment(s) of each Lender to be Terminated shall
terminate, and (iii) the Commitments shall consist only of the Commitments of the Extending Lenders.

Each Extending Lender hereby waives the pro rata sharing provisions of this Agreement, including Sections 5.2 [Pro Rata Treatment of
Lenders] and 5.3 [Sharing of Payments by Lenders], with respect to the payments to, and terminations of Commitments of, each Lender
to be Terminated contemplated by paragraph (b) this Section 2.12.3.

3. INCREASE IN REVOLVING CREDIT COMMITMENTS

3 .1 Increasing Lenders and New Lenders. The Borrower may, at any time prior to the Expiration Date, but not more than
twice, request that (1) the current Lenders increase their Revolving Credit Commitments (any current Lender which elects to increase its
Revolving Credit Commitment shall be referred to as an “Increasing Lender”) or (2) one or more new lenders (each a “New Lender”)
join this Agreement and provide a Revolving Credit Commitment hereunder, subject to the following terms and conditions:

(a ) No Obligation to Increase. No current Lender shall be obligated to increase its Revolving Credit Commitment,
and any increase in the Revolving Credit Commitment of any current Lender shall be in the sole discretion of such current Lender.

(b ) Defaults. There shall exist no Events of Default or Potential Default on the effective date of such increase after
giving effect to such increase.

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 (c) Aggregate Revolving Credit Commitments. The amount of such increase, when added to the aggregate amount of
all previous increases in the Revolving Credit Commitments theretofore effective pursuant to this Section 3.1, shall not exceed
$100,000,000.

( d ) Minimum Revolving Credit Commitments. After giving effect to such increase, the amount of the Revolving
Credit Commitments provided by each of the New Lenders and each of the Increasing Lenders shall be at least $25,000,000.

(e) Resolutions; Opinion. The Loan Parties shall deliver to the Administrative Agent on or before the effective date
of such increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their
corporate secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment has been approved by
such Loan Parties, and (2) an opinion of counsel addressed to the Administrative Agent and the Lenders addressing the authorization
and execution of the Loan Documents by, and enforceability of the Loan Documents against, the Loan Parties.

(f) Notes. The Borrower shall execute and deliver (1) to each Increasing Lender a replacement revolving credit Note
reflecting the new amount of such Increasing Lender’s Revolving Credit Commitment after giving effect to the increase (and the prior
Note issued to such Increasing Lender shall be deemed to be terminated) and (2) to each New Lender a revolving credit Note reflecting
the amount of such New Lender’s Revolving Credit Commitment.

( g ) Approval of New Lenders. Any New Lender shall be subject to the approval of the Administrative Agent, the
Issuing Lender and the Swing Loan Lender (such approvals not to be unreasonably withheld, conditioned or delayed).

( h ) Increasing Lenders. Each Increasing Lender shall confirm its agreement to increase its Revolving Credit
Commitment pursuant to an acknowledgement in a form acceptable to the Administrative Agent, signed by it and the Borrower and
delivered to the Administrative Agent at least five (5) days before the effective date of such increase.

(i ) New Lenders--Joinder. Each New Lender shall execute a lender joinder in substantially the form of Exhibit 3.1
pursuant to which such New Lender shall join and become a party to this Agreement and the other Loan Documents with a Revolving
Credit Commitment in the amount set forth in such lender joinder.

3.2 Treatment of Outstanding Loans and Letters of Credit.

( a ) Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date of any increase in the
Revolving Credit Commitments pursuant to Section 3.1 [Increasing Lenders and New Lenders], the Borrower shall repay all Loans then
outstanding, subject to the Borrower’s indemnity obligations under Section 5.10 [Indemnity]; provided that it may borrow new Loans
with a Borrowing Date on such date. Each of the Lenders shall participate in any new Loans made on or after such date in accordance
with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section
3.2.

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 (b) Outstanding Letters of Credit. Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date
of any increase in the Revolving Credit Commitments pursuant to Section 3.1 [Increasing Lenders and New Lenders], each Increasing
Lender and each New Lender (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its
Ratable Share of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly
and (ii) will acquire, (and will pay to the Administrative Agent, for the account of each Lender, in immediately available funds, an
amount equal to) its Ratable Share of all outstanding Participation Advances.

4. INTEREST RATES

4.1 Interest Rate Options. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the
Loans as selected by it from the Base Rate Option or Euro-Rate Option set forth below applicable to the Loans, it being understood
that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods
to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate
Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one
time outstanding more than six (6) Borrowing Tranches in the aggregate among all of the Loans and provided further that if an Event of
Default or Potential Default exists and is continuing, the Borrower may not request, convert to, or renew the Euro-Rate Option for any
Loans, and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the Euro-Rate Option shall
be converted at the end of the applicable Interest Period to the Base Rate Option. If at any time the designated rate applicable to any
Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such
Lender’s highest lawful rate. Interest on the principal amount of each Optional Currency Loan shall be paid by the Borrower in such
Optional Currency.

4 .1 .1 Revolving Credit Interest Rate Options. The Borrower shall have the right to select from the following
Interest Rate Options applicable to the Revolving Credit Loans:

(a) Revolving Credit Base Rate Option: A fluctuating rate per annum equal to the Base Rate plus the
Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of each change in the
Base Rate; or

(b) Revolving Credit Euro-Rate Option: A rate per annum equal to the Euro-Rate as determined for
each applicable Interest Period plus the Applicable Margin.

4 .1 .2 Swing Loan Interest. The Swing Loans shall bear interest at a rate per annum (computed on the basis of a
year of 360 days and actual days elapsed) as is agreed upon by the Borrower and the Swing Loan Lender for each such Loan (the “Other
Agreed Rate”), or, in the absence of such agreement, at the rate applicable under the Base Rate Option for Revolving Credit Loans.

4.1.3 Rate Calculations; Rate Quotations. All computations of interest for Base Rate Loans (including Base Rate
Loans determined by reference to the Daily LIBOR Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed. All

62
other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed or, in the case of interest in
respect of Loans denominated in Optional Currencies as to which market practice differs from the foregoing, in accordance with such
market practice. The Borrower may call the Administrative Agent on or before the date on which a Loan Request is to be delivered to
receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative
Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made.

4.2 Interest Periods. At any time when the Borrower shall select, convert to or renew a Euro-Rate Option, the Borrower shall
notify the Administrative Agent thereof by delivering a Loan Request to the Administrative Agent (i) at least three (3) Business Days
prior to the effective date of such Euro-Rate Option with respect to a Loan denominated in Dollars, and (ii) at least four (4) Business
Days prior to the effective date of such Euro-Rate Option with respect to an Optional Currency Loan. The notice shall specify an
Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions
shall apply to any selection of, renewal of, or conversion to a Euro-Rate Option:

4.2.1 Amount of Borrowing Tranche. Each Borrowing Tranche of Loans under the Euro-Rate Option shall be in
integral multiples of, and not less than, the respective amounts set forth in Section 2.5.1 [Revolving Credit Loan Requests];

4.2.2 Renewals. In the case of the renewal of a Euro-Rate Option at the end of an Interest Period, the first day of
the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day;
and

4 .2 .3 No Conversion of Optional Currency Loans. No Optional Currency Loan may be converted into a Loan
with a different Interest Rate Option, or a Loan denominated in a different Optional Currency.

4 .3 Interest After Default. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time
such Event of Default shall have been cured or waived, at the discretion of the Administrative Agent or upon written demand by the
Required Lenders to the Administrative Agent:

4 .3 .1 Letter of Credit Fees, Interest Rate. The Letter of Credit Fees and the rate of interest for each Loan
otherwise applicable pursuant to Section 2.9.2 [Letter of Credit Fees] and Section 4.1 [Interest Rate Options], respectively, shall be
increased by two percent (2.00%) per annum;

4 .3 .2 Other Obligations. Each other Obligation hereunder if not paid when due shall bear interest at a rate per
annum equal to the sum of the rate of interest applicable to Revolving Credit Loans under the Base Rate Option plus an additional two
percent (2.00%) per annum from the time such Obligation becomes due and payable and until it is Paid In Full; and

4 .3 .3 Acknowledgment. The Borrower acknowledges that the increase in rates referred to in this Section 4.3
reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given its default status
and that the Lenders are

63
entitled to additional compensation for such risk; and all such interest shall be payable by the Borrower upon demand by the
Administrative Agent.

4.4 Rates Unascertainable; Illegality; Increased Costs; Deposits Not Available; Optional Currency Not Available.

4.4.1 Unascertainable. Subject to Section 4.5 [Termination of LIBOR], if on any date on which a Euro-Rate
would otherwise be determined, the Administrative Agent shall have determined that:

(a) adequate and reasonable means do not exist for ascertaining such Euro-Rate, or

(b) a contingency has occurred which materially and adversely affects the Relevant Interbank Market
relating to the Euro-Rate, then the Administrative Agent shall have the rights specified in Section 4.4.4 [Administrative Agent’s and
Lender’s Rights].

4 .4 .2 Illegality; Increased Costs. Subject to Section 4.5 [Termination of LIBOR], if at any time any Lender shall
have determined that:

(a) the making, maintenance or funding of any Loan to which a Euro- Rate Option applies has been
made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof
by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), or

(b) such Euro-Rate Option will not adequately and fairly reflect the cost to such Lender of the
establishment or maintenance of any such Loan, then the Administrative Agent shall have the rights specified in Section 4.4.4
[Administrative Agent’s and Lender’s Rights].

4 .4 .3 Optional Currency Not Available. If at any time the Administrative Agent shall have determined that a
fundamental change has occurred in the foreign exchange or interbank markets with respect to any Optional Currency (including,
without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or
exchange controls), then (i) the Administrative Agent shall notify the Borrower of any such determination, and (ii) the Administrative
Agent shall have the rights specified in Section 4.4.4 [Administrative Agent’s and Lender’s Rights].

4 .4 .4 Administrative Agent’s and Lender’s Rights. Subject to Section 4.5 [Termination of LIBOR], in the case
of any event specified in Section 4.4.1 [Unascertainable] or Section 4.4.3 [Optional Currency Not Available] above, the Administrative
Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality;
Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a
certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of

64
such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not
be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative
Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Euro-
Rate Option or select an Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified
the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the
case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the
Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrower has previously notified the
Administrative Agent of its selection of, conversion to, or renewal of a Euro-Rate Option, and such Interest Rate Option has not yet
gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option
otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2
[Illegality; Increased Costs], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity],
as to any Loan of the Lender to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert
such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or
(ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or
prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon
such specified date. If the Administrative Agent makes a determination under Section 4.4.3 [Optional Currency Not Available] then,
until the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) the
availability of Loans in the affected Optional Currency shall be suspended, (ii) the outstanding Loans in such affected Optional
Currency shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Optional Currency
Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in such Optional
Currency to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in such Optional Currency, and
interest thereon shall thereafter accrue at the Base Rate Option.

4.5 Termination of LIBOR.

(a) If the Administrative Agent determines (which determination shall be final and conclusive,
absent manifest error) that either (a) (i) the circumstances set forth in Section 4.4.1 [Unascertainable] have arisen and are unlikely to be
temporary, or (ii) the circumstances set forth in Section 4.4.1 have not arisen but the applicable supervisor or administrator (if any) of
the Euro-Rate or an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the
specific date after which the Euro-Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR
Termination Date”), or (b) a rate other than the Euro-Rate has become a widely recognized benchmark rate for newly originated loans in
Dollars or an Optional Currency in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a
replacement index for the Euro-Rate and make adjustments to applicable margins and related amendments to this Agreement as referred
to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to
the all-in Euro-Rate -based interest rate in effect prior to its replacement.

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 (b) The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to
reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the
Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the
contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.1 [Modifications, Amendments or
Waivers]), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00
p.m. on the fifth (5th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent
receives, on or before such fifth (5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such
amendment.

(c) Selection of the replacement index, adjustments to the applicable margins, and amendments to
this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a
rate of interest for newly originated loans in the United States and loans converted from a Euro-Rate-based rate to a replacement index-
based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from the Euro-Rate to the replacement
index and (B) yield- or risk-based differences between the Euro-Rate and the replacement index.

(d) Until an amendment reflecting a new replacement index in accordance with this Section 4.5 is
effective, each advance, conversion and renewal of a Loan under the Euro-Rate Option will continue to bear interest with reference to
the Euro-Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive,
absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Loans as to which
the Euro-Rate Option would otherwise apply shall automatically be converted to the Base Rate Option until such time as an
amendment reflecting a replacement index and related matters as described above is implemented.

(e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index
is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

4 . 6 Selection of Interest Rate Options. If the Borrower fails to select a new Interest Period to apply to any Borrowing
Tranche of Loans under the Euro-Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in
accordance with the provisions of Section 4.2 [Interest Periods], the Borrower shall be deemed to have selected the Euro-Rate Option
for an additional Interest Period of one month, commencing upon the last day of the existing Interest Period, unless less than one month
remains until the Expiration Date, in which event the Borrower shall be deemed to have converted such Borrowing Tranche to the Base
Rate Option, commencing upon the last day of the existing Interest Period, and such currency conversion to U.S. Dollars shall be
determined by the Administrative Agent at the time of such conversion.

5. PAYMENTS

5.1 Payments. All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of
Credit Fees, Administrative Agent’s Fee or other fees or

66
amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other
deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at
the Principal Office for the account of the Swing Loan Lender with respect to the Swing Loans and for the ratable accounts of the
Lenders with respect to the Revolving Credit Loans in U.S. Dollars (except as otherwise expressly provided in this Agreement) and in
immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately
available funds; provided that in the event payments are received by 11:00 a.m. by the Administrative Agent with respect to the Loans
and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent
shall pay the Lenders interest at the Federal Funds Effective Rate in the case of Loans or other amounts due in Dollars, or the Overnight
Rate in the case of Loans or other amounts due in an Optional Currency, with respect to the amount of such payments for each day held
by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of account,
ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and
interest on the Loans and other amounts owing under this Agreement (including the Equivalent Amounts of the applicable currencies
where such computations are required) and shall be deemed an “account stated”. All payments of principal and interest made in respect
of the Loans must be repaid in the same currency (whether Dollars or the applicable Optional Currency) in which such Loan was made
and all Unpaid Drawings with respect to each Letter of Credit shall be made in the same currency (whether Dollars or the applicable
Optional Currency) in which such Letter of Credit was issued. The Administrative Agent may (but shall not be obligated to) debit the
amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the financial
institution that then serves as the Administrative Agent.

5.2 Pro Rata Treatment of Lenders. Each borrowing of Revolving Credit Loans shall be allocated to each Lender according
to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the
Borrower with respect to principal, interest, Commitment Fees and Letter of Credit Fees (but excluding the Administrative Agent’s Fee
and the Issuing Lender’s fronting fee) shall (except as otherwise may be provided with respect to a Defaulting Lender and except as
provided in Sections 4.4.4 [Administrative Agent’s and Lender’s Rights] in the case of an event specified in Section 4.4 [Rate
Unascertainable; Etc.], 5.8 [Increased Costs] or 11.14 [Replacement of a Lender]) be payable ratably among the Lenders entitled to such
payment in accordance with the amount of principal, interest, Commitment Fees and Letter of Credit Fees, as set forth in this
Agreement. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrower of principal, interest,
fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to the Swing Loan Lender according to
Section 2.6.5 [Borrowings to Repay Swing Loans].

5.3 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by
receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any
principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion
of the aggregate amount of its Loans and accrued interest thereon or other such

67
obligations greater than the pro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans
and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their
respective Loans and other amounts owing them, provided that:

(a) if any such participations are purchased and all or any portion of the payment giving rise thereto
is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, together with interest
or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and

(b) the provisions of this Section 5.3 shall not be construed to apply to (x) any payment made by the
Loan Parties pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any assignee or
participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 5.3 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such
participation.

5 .4 Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing
Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the Issuing Lender, with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate (or,
for payments in an Optional Currency, the Overnight Rate) and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.

5 .5 Interest Payment Dates. Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on
each Payment Date. Interest on Loans to which the Euro- Rate Option applies shall be due and payable on the last day of each Interest
Period for those Loans and, if such Interest Period is longer than three (3) Months, also on the 90th day of such Interest Period. Interest
on mandatory prepayments of principal under Section 5.7 [Mandatory Prepayments] shall be due on the date such mandatory
prepayment is due. Interest on the principal

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amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary
Obligation becomes due and payable (whether on the stated Expiration Date, upon acceleration or otherwise).

5.6 Voluntary Prepayments.

5 .6 .1 Right to Prepay. The Borrower shall have the right at its option from time to time to prepay the Loans in
whole or part without premium or penalty (except as provided in Section 5.8[Increased Costs], Section 5.10 [Indemnity] and Section
11.14 [Replacement of a Lender] below). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment
notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit
Loans denominated in Dollars, and at least four (4) Business Days prior to the date of prepayment of any Optional Currency Loans, or
no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information:

(a) the date, which shall be a Business Day, on which the proposed prepayment is to be made;

(b) a statement indicating the application of the prepayment between the Revolving Credit Loans and
Swing Loans;

(c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option
applies and Loans and Optional Currencies to which the Euro-Rate Option applies; and

(d) the total principal amount of such prepayment, which shall not be less than the lesser of (i) the
Revolving Facility Usage or (ii) $50,000 for any Swing Loan or $1,000,000 (or the Dollar Equivalent thereof) for any
Revolving Credit Loan.

All prepayment notices shall be irrevocable; provided that (A) if a notice of voluntary prepayment is given in
connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.4
[Termination or Reduction of Revolving Credit Commitments], then such notice of prepayment may be revoked if such notice of
termination is revoked and (B) a notice of voluntary prepayment may state that such notice is conditioned upon the occurrence of one
or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on
or prior to the specified date of prepayment) if such condition is not satisfied. The principal amount of the Loans for which a
prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such
prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.4 [Administrative
Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower
is prepaying, the prepayment shall be applied first to the Revolving Credit Loans to which the Base Rate Option applies, then to
Revolving Credit Loans which are not Optional Currency Loans to which the Euro-Rate Option applies, then to Optional Currency
Loans, then to Swing Loans to which the Base Rate Option applies, then to Swing Loans to which the Other Agreed Rate applies. Any
prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity].
Prepayments shall be made

69
in the currency in which such Loan was made unless otherwise directed by the Administrative Agent.

5.6.2 Reserved.

5 . 6 . 3 Designation of a Different Lending Office. If any Lender requests compensation under Section 5.8
[Increased Costs], or the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any
Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], then such Lender shall (at the request of the Borrower) use
reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.8 [Increased Costs] or Section 5.9 [Taxes], as the case
may be, in the future, and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be
materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.

5 .7 Mandatory Prepayment for Currency Fluctuations. If on any Computation Date the Revolving Facility Usage is equal
to or greater than the Revolving Credit Commitments as a result of a change in exchange rates between one (1) or more Optional
Currencies and Dollars, then the Administrative Agent shall notify the Borrower of the same. The Borrower shall pay or prepay the
Loans (subject to Borrower's indemnity obligations under Sections 5.8 [Increased Costs] and 5.10 [Indemnity]) within five (5) Business
Days after receiving such notice such that the Revolving Facility Usage shall not exceed the aggregate Revolving Credit Commitments
after giving effect to such payments or prepayments.

5.8 Increased Costs.

5.8.1 Increased Costs Generally. If any Change in Law shall:

(a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender
(except any reserve requirement, which is addressed separately in this Section 5.8) or the Issuing Lender;

(b) subject any Recipient to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in
clauses (b) through (d) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on its loans, loan principal, letters of
credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(c) impose on any Lender, the Issuing Lender or the Relevant Interbank Market any other condition,
cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation
therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to,
continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the
Issuing Lender or

70
such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or
to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender or other
Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Issuing Lender or other
Recipient, the Borrower will pay to such Lender, the Issuing Lender or other Recipient, as the case may be, such additional amount or
amounts as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction
suffered.

5 .8 .2 Capital Requirements. If any Lender or an Issuing Lender determines that any Change in Law affecting
such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or such Issuing Lender’s holding company, if
any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such
Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such
Lender’s or such Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such
Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or such Issuing Lender’s holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender or such Issuing Lender, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s
holding company for any such reduction suffered.

5.8.3 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans. A certificate
of a Lender or an Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or such Issuing Lender or its
holding company, as the case may be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.8.2 [Capital Requirements] and
delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Lender, as the
case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

5 . 8 . 4 Delay in Requests. Failure or delay on the part of any Lender or an Issuing Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Lender’s right to demand such
compensation, provided that the Borrower shall not be required to compensate a Lender or an Issuing Lender pursuant to this Section
for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender or such Issuing
Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or such Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of
retroactive effect thereof).

5.8.5 Additional Reserve Requirements. The Borrower shall pay to each Lender (i) as long as such Lender shall
be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits, additional
interest on the unpaid principal amount of each Loan under the Euro-Rate Option equal to the actual costs of such

71
reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive
absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement under Regulation
D or under any similar, successor or analogous requirement of the Board of Governors of the Federal Reserve System (or any successor)
or any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the
funding of the Loans under the Euro-Rate Option, such additional costs (expressed as a percentage per annum and rounded upwards, if
necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as
determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall be
due and payable on each date on which interest is payable on such Loan; provided that in each case the Borrower shall have received at
least ten days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender
fails to give notice ten days prior to the relevant Payment Date, such additional interest or costs shall be due and payable ten days from
receipt of such notice.

5.9 Taxes.

5 .9 .1 Issuing Lender. For purposes of this Section 5.9, the term “Lender” includes the Issuing Lender and the
term “applicable Law” includes FATCA.

5.9.2 Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party
under any Loan Document shall be without deduction or withholding for any Taxes, except as required by applicable Law. If any
applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding
of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such
deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Official Body in accordance with
applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as
necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to
additional sums payable under this Section 5.9 [Taxes]) the applicable Recipient receives an amount equal to the sum it would have
received had no such deduction or withholding been made; provided, however, that:

(a) A payment shall not be increased under this Section 5.9.2 [Payments Free of Taxes] by reason of a deduction or
withholding on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due: (1) the payment could
have been made to the relevant Lender without such deduction or withholding if that Lender had been a UK Qualifying Lender, but on
that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any Change in Law; or (2) the relevant
Lender is a UK Qualifying Lender solely by virtue of clause (b) of the definition of UK Qualifying Lender and an officer of HM
Revenue & Customs has given (and not revoked) a direction under section 931 of the UK ITA which relates to the payment, that Lender
has received from the Borrower a certified copy of that direction and the payment could not have been made to that Lender without
such deduction or withholding had that direction not been given; or (3) the relevant Lender is a UK Qualifying Lender solely by virtue
of clause (b) of the definition of UK Qualifying Lender, the relevant Lender has not given a UK Tax Confirmation to the Borrower, or
has not notified the Borrower of any material change in position from that set out in the UK Tax Confirmation, and the payment could
have been

72
made to that Lender without such deduction or withholding had that Lender given a UK Tax Confirmation to the Borrower on the basis
that the UK Tax Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment was an “excepted
payment” for the purpose of section 930 of the UK ITA; or (4) the relevant Lender is a UK Treaty Lender and the Borrower is able to
demonstrate that the payment could have been made to that Lender without such deduction or withholding had that Lender complied
with its obligations under subsections (b) and (c) below.

(b) Subject to subsection (c) below, a UK Treaty Lender and the Borrower shall cooperate in completing any
procedural formalities necessary for the Borrower to obtain authorization to make any payment to which that Lender is entitled without
any deduction or withholding on account of Tax imposed by the United Kingdom; and if a UK Treaty Lender (including a Person that
becomes a Lender party hereto after the date of this Agreement) confirms its scheme reference number and its jurisdiction of Tax
residence in writing to the Borrower under subsection (c) below, and such information is valid, the UK Treaty Lender shall be treated as
having complied with its obligations under this subsection (b).

(c) (i) A UK Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a
passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its
scheme reference number and its jurisdiction of tax residence in writing to the Borrower upon entering into this Agreement; and (ii) a
Lender which becomes a party after the date of this Agreement that holds a passport under the HMRC DT Treaty Passport scheme, and
which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in
writing to the Borrower upon becoming a party to this Agreement.

(d) If a Lender has confirmed its scheme reference number and jurisdiction of tax residence in accordance with
subsection (c) above and: (i) the Borrower has not made a UK DTTP Filing in respect of that Lender; or (ii) the Borrower has made a UK
DTTP Filing in respect of that Lender, but: (A) that UK DTTP Filing has been rejected by HM Revenue & Customs; (B) HM Revenue &
Customs has not given the Borrower authority to make payments to that Lender without deduction or withholding within 30 Business
Days of the date of the UK DTTP Filing; or (C) HM Revenue & Customs gave but subsequently withdrew authority for the Borrower to
make payments to that Lender without deduction or withholding or such authority has otherwise terminated or expired or is due to
otherwise terminate or expire within the next three months, and in each case, the Borrower has notified that Lender in writing, that
Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary for the Borrower to obtain
authorization to make payments to that Lender without deduction or withholding on account of Tax imposed by the United Kingdom.

5 .9 .3 Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Official
Body in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other
Taxes.

5 . 9 . 4 Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each
Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes
imposed or asserted on or attributable to

73
amounts payable under this Section 5.9 [Taxes]) payable or paid by such Recipient or required to be withheld or deducted from a
payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.

5 .9 .5 Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within
ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan
Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any of
the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8.4
[Participations] relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each
case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Official Body. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be
conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at
any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this Section 5.9.5 [Indemnification by the Lenders].

5 .9 .6 VAT Reimbursement. All amounts set out or expressed to be payable by any party to the Administrative
Agent or any Lender shall be deemed to be exclusive of any VAT payable thereon. If VAT is chargeable on any supply made by the
Administrative Agent or any Lender to any party, that party shall pay to the Administrative Agent or the Lender as the case may be (in
addition to and at the same time as paying the consideration), an amount equal to the amount of the VAT.

5.9.7 VAT Indemnification. Where any party is required to reimburse the Administrative Agent or any Lender as
the case may be for any costs or expenses, that party shall at the same time pay and indemnify the Administrative Agent or the Lender
as the case may be against all VAT incurred by the Administrative Agent or the Lender as the case may be in respect of the costs or
expenses to the extent that the Administrative Agent or the Lender as the case may be reasonably determines that it is not entitled to
credit or repayment for the VAT.

5.9.8 Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to an Official
Body pursuant to this Section 5.9 [Taxes], such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.

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 5.9.9 Status of Lenders.

(a) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by
the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the
Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or
submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender.

(b) If a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the
Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the
Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for
the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely
for purposes of this clause (b), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender
agrees that if any form or certification it previously delivered becomes obsolete or inaccurate in any respect, it shall update such form or
certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

5.9.10 Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it
has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.9 [Taxes] (including by the payment
of additional amounts pursuant to this Section 5.9 [Taxes]), it shall pay to the indemnifying party an amount equal to such refund (but
only to the extent of indemnity payments made under this Section 5.9 [Taxes] with respect to the Taxes giving rise to such refund), net
of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the
relevant Official Body with respect to such refund). Such indemnifying party, upon the request of such indemnified party incurred in
connection with obtaining such refund, shall repay to such indemnified party the amount paid over pursuant to this Section 5.9.10
[Treatment of Certain Refunds] (plus any penalties, interest or other charges imposed by the relevant Official Body) in the event that
such indemnified party is required to repay such refund to such Official Body. Notwithstanding anything to the contrary in this Section
5.9.10 [Treatment of Certain Refunds]), in no event will the indemnified party be required to pay any amount to an indemnifying party

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pursuant to this Section 5.9.10 [Treatment of Certain Refunds] the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to
such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its
Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

5 .9 .1 1 Survival. Each party’s obligations under this Section 5.9 [Taxes] shall survive the resignation of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all Obligations.

5 . 1 0 Indemnity. In addition to the compensation or payments required by Section 5.8 [Increased Costs] or Section 5.9
[Taxes], the Borrower shall indemnify each Lender against all reasonable and invoiced liabilities, losses or expenses (including any
foreign exchange losses in connection with a Loan or requested Loan and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were
obtained or from the performance of any foreign exchange contract in connection with a Loan or requested Loan, but excluding loss of
anticipated profits) which such Lender sustains or incurs as a consequence of any:

(a) payment, prepayment, conversion or renewal of any Loan to which a Euro-Rate Option applies
on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory,
voluntary or automatic and whether or not such payment or prepayment is then due), or any voluntary prepayment without the required
notice, or

(b) attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole
or part any Loan Requests under Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests] or Section 4.2 [Interest Periods]
or notice relating to prepayments under Section 5.6 [Voluntary Prepayments].

If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount
determined in good faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and
averaging or attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or
expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the
Borrower to such Lender ten (10) Business Days after such notice is given.

5 . 1 1 Settlement Date Procedures. In order to minimize the transfer of funds between the Lenders and the Administrative
Agent, the Borrower may borrow, repay and reborrow Swing Loans and the Swing Loan Lender may make Swing Loans as provided in
Section 2.1.2 [Swing Loan Commitments] hereof during the period between Settlement Dates. The Administrative Agent shall notify
each Lender of its Ratable Share of the total of the Revolving Credit Loans and the Swing Loans (each a “Required Share”). On such
Settlement Date, each Lender shall pay to

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the Administrative Agent the amount equal to the difference between its Required Share and its Revolving Credit Loans, and the
Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent
with respect to the Revolving Credit Loans. The Administrative Agent shall also effect settlement in accordance with the foregoing
sentence on the proposed Borrowing Dates for Revolving Credit Loans and on any mandatory prepayment date as provided for herein
and may at its option effect settlement on any other Business Day. These settlement procedures are established solely as a matter of
administrative convenience, and nothing contained in this Section 5.11 shall relieve the Lenders of their obligations to fund Revolving
Credit Loans on dates other than a Settlement Date pursuant to Section 2.1.2 [Swing Loan Commitment]. The Administrative Agent
may at any time at its option for any reason whatsoever require each Lender to pay immediately to the Administrative Agent such
Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time require the Administrative Agent
to pay immediately to such Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to
the Revolving Credit Loans.

5.12 Currency Conversion Procedures for Judgments. If for the purposes of obtaining judgment in any court it is necessary to
convert a sum due hereunder in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties hereby
agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at which in accordance with normal lending
procedures the Administrative Agent could purchase the Original Currency with the Other Currency after any premium and costs of
exchange on the Business Day preceding that on which final judgment is given.

5.13 Indemnity in Certain Events. The obligation of the Borrower in respect of any sum due from the Borrower to any Lender
hereunder shall, notwithstanding any judgment in an Other Currency, whether pursuant to a judgment or otherwise, be discharged only
to the extent that, on the Business Day following receipt by any Lender of any sum adjudged to be so due in such Other Currency, such
Lender may in accordance with normal lending procedures purchase the Original Currency with such Other Currency. If the amount of
the Original Currency so purchased is less than the sum originally due to such Lender in the Original Currency, the Borrower agrees, as
a separate obligation and notwithstanding any such judgment or payment, to indemnify such Lender against such loss. If the amount of
the Original Currency so purchased is greater than the sum originally due to such Lender in the Original Currency, such Lender shall,
upon request of the Borrower, return the amount of any excess to the Borrower.

6. REPRESENTATIONS AND WARRANTIES

6 . 1 Representations and Warranties. The Loan Parties, jointly and severally, represent and warrant to the Administrative
Agent and each of the Lenders as follows:

6 .1 .1 Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event
of Default. Each Loan Party and each Subsidiary of each Loan Party (i) is a public limited company, corporation, limited partnership,
limited liability company or other entity duly organized, validly existing and in good standing (if applicable) under the laws of its
jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts
or proposes to conduct, (iii) is duly licensed or

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qualified and in good standing in each jurisdiction where the property owned or leased by it or the nature of the business transacted by
it or both makes such licensing or qualification necessary, except in jurisdictions where the failure to be so licensed, qualified or in
good standing would not reasonably be expected to cause a Material Adverse Change, (iv) has full power to enter into, execute, deliver
and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan
Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly
authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws
(other than Environmental Laws which are specifically addressed in Section 6.1.18 [Environmental Matters]) in all jurisdictions in
which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not
constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties, assets and
other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all
Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

6.1.2 Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the
Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the
“Subsidiary Equity Interests”), and (ii) whether such Subsidiary is a Material Subsidiary. The Borrower and each Subsidiary of the
Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any
Lien, and all such Subsidiary Equity Interests have been validly issued and, in the case of the Equity Interests of the Borrower,
Subsidiaries organized under the Laws of any jurisdiction in the United Kingdom and US Subsidiaries, are fully paid and
nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be
registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in
the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

6.1.3 Validity and Binding Effect. This Agreement and each of the other Loan Documents (i) has been duly and
validly executed and delivered by each Loan Party that is party thereto, and (ii) constitutes, or will constitute, legal, valid and binding
obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan Party in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or
affecting creditors’ rights generally or by equitable principles relating to enforceability (whether considered in a proceeding in equity
or at law).

6.1.4 No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the
other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with
the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the
terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of
formation, limited liability company agreement, articles of association or other organizational documents of any Loan Party or (ii) any
Law or any

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material agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a
party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien,
charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other
than Liens granted under the Loan Documents). There is no default under any such material agreement (referred to above) and none of
the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization
document, or any requirement of Law which could reasonably be expected to result in a Material Adverse Change. No consent,
approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any
Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents,
other than other than (i) registration of particulars of Collateral Documents executed by the Borrower at Companies House in England
and Wales under section 859A of the UK Companies Act and payment of associated fees, (ii) any filing, recording or enrolling or any
tax or fee payable in relation to the Collateral Documents which is referred to in any opinion or counsel delivered in connection with
this Agreement and which will in each case be made or paid promptly after the date of the relevant Loan Document, (iii) those that have
been obtained or made and are in full force and effect and (iv) those the failure of which to obtain could not reasonably be expected to
result in a Material Adverse Change.

6 .1 .5 Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of any
Loan Party, threatened against such Loan Party or any Subsidiary of such Loan Party at law or in equity before any Official Body which
individually or in the aggregate reasonably could be expected to result in any Material Adverse Change. None of the Loan Parties or
any Subsidiaries of any Loan Party is in violation of any order, writ, injunction or any decree of any Official Body which reasonably
could be expected to result in any Material Adverse Change.

6.1.6 Financial Statements.

(a) Historical Statements. The Borrower has delivered to the Administrative Agent copies of its
audited consolidated year-end financial statements for and as of the end of each of the three fiscal years ended, respectively, December
31, 2014, December 31, 2015 and December 31, 2016. In addition, the Borrower has delivered to the Administrative Agent copies of its
unaudited consolidated interim financial statements for the fiscal year to date and as of the end of the fiscal quarter ended September
30, 2017 (all such annual and interim statements being collectively referred to as the “Statements”). The Statements were compiled
from the books and records maintained by the management of the Borrower and its Subsidiaries, are complete and fairly represent, in all
material respects, the consolidated financial position of the Borrower and its Subsidiaries as of the respective dates thereof and the
results of operations for the fiscal periods then ended and have been prepared in accordance with IFRS consistently applied, subject (in
the case of the interim statements) to normal year-end audit adjustments and the absence of footnotes.

(b) Accuracy of Financial Statements. Neither the Borrower nor any Subsidiary of the Borrower
has any material liabilities, contingent or otherwise, or forward or long- term commitments that are not disclosed in the Statements or in
the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the

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Borrower or any Subsidiary of the Borrower which may cause a Material Adverse Change. Since December 31, 2016, no Material
Adverse Change has occurred.

6.1.7 Margin Stock. None of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to
engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or
ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of
Governors of the Federal Reserve System). No part of the proceeds of any Loan has been or will be used, immediately, incidentally or
ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin
stock or which is inconsistent with the provisions of the regulations of the Board of Governors of the Federal Reserve System.

6 .1 .8 Senior Debt Status. (a) The Commitments and Loans advanced and Letters of Credit issued thereunder
constitute the “Secured Credit Facility” (as defined in the Indenture), and (b) the Obligations constitute “Senior Indebtedness”,
“Designated Senior Indebtedness” or any similar designation under and as defined in any agreement governing any subordinated
indebtedness and the subordination provisions set forth in each such agreement are legally valid and enforceable against the parties
thereto.

6 .1 .9 Labor Matters. There is (a) no unfair labor practice complaint pending against the Borrower or any of its
Subsidiaries, or to the best knowledge of the Borrower, threatened against any of them before an ombudsman, works council or other
tribunal in any applicable jurisdiction, and no grievance or arbitration proceeding arising out of or under any collective bargaining
agreement that is so pending against the Borrower or any of its Subsidiaries or to the best knowledge of the Borrower, threatened
against any of them, (b) no strike or work stoppage in existence, or to the best knowledge of the Borrower, threatened involving the
Borrower or any of its Subsidiaries, and (c) to the best knowledge of the Borrower, no union representation question existing with
respect to the employees of the Borrower or any of its Subsidiaries and, to the best knowledge of the Borrower, no union organization
activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the
aggregate) such as is not reasonably likely to cause a Material Adverse Change.

6 .1 .1 0 Non-US Loan Parties. (a) The Borrower and each Non-US Guarantor (each a “Non-US Loan Party”) is
subject to civil and commercial laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a
party (collectively as to such Non-US Loan Party, the “Subject Loan Documents”), and the execution, delivery and performance by
such Non-US Loan Party of the Subject Loan Documents constitute and will constitute private and commercial acts and not public or
governmental acts. Neither such Non-US Loan Party nor any of its property has any immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)
under the laws of the jurisdiction in which such Non-US Loan Party is organized and existing in respect of its obligations under the
Subject Loan Documents.

(b) The Subject Loan Documents are in proper legal form under the laws of the jurisdiction in which such Non-US
Loan Party is organized and existing for the enforcement

80
thereof against such Non-US Loan Party under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority
or admissibility in evidence of the Subject Loan Documents. It is not necessary to ensure the legality, validity, enforceability, priority
or admissibility in evidence of the Subject Loan Documents that the Subject Loan Documents be filed, registered or recorded with, or
executed or notarized before, any court or other authority in the jurisdiction in which such Non-US Loan Party is organized and
existing or that any registration charge or stamp or similar tax or duty be paid on or in respect of the Subject Loan Documents or any
other document, except for (x) any such filing, registration, recording, execution or notarization as has been made or will be made in
accordance with this Agreement or is not required to be made until the Subject Loan Document or any other document is sought to be
enforced and
(y) any charge, duty or tax as has been timely paid.

(c) (i) There are no Other Taxes imposed by any Official Body in or of the United Kingdom, on or by virtue of (A) the
execution or delivery of the Subject Loan Documents or (B) the transfer of title, ownership or the enforcement of any Lien under, or in
respect of any asset encumbered pursuant to, the Collateral Documents.

(ii) There is no Tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or
withholding, imposed by any Official Body in or of the jurisdiction in which such Non-US Loan Party (other than the Borrower) is
organized and existing, on or by virtue of (A) the execution or delivery of the Subject Loan Documents, or (B) the transfer of title,
ownership or the enforcement of any Lien under, or in respect of any asset encumbered pursuant to, the Collateral Documents.

(d) In the case of the Borrower, there is no requirement to make any deduction or withholding for any Taxes from any
payment to be made pursuant to the Subject Loan Documents to a Lender which is (i) a UK Qualifying Lender falling within paragraph
(a) of the definition of UK Qualifying Lender, (ii) except where a direction has been given under section 931 of the UK ITA in relation
to the payment concerned, a UK Qualifying Lender falling within paragraph (b) of the definition of UK Qualifying Lender, or (iii) a UK
Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2
of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488) that has not expired or otherwise become
ineffective.

(e) For the purposes of the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings (the
“EU Regulation”) or, for insolvency proceedings opened after 26 June 2017, Regulation (EU) 2015/848 of the European Parliament
and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “Regulation (recast)”)), in relation to any Non-US Loan
Party which is incorporated in a member state of the European Union, such Non- US Loan Party’s center of main interest (as that term is
used in Article 3(1) of the EU Regulation or, for insolvency proceedings opened after 26 June 2017, the Regulation (recast)) is situated
in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the EU Regulation or, for
insolvency proceedings opened after 26 June 2017, in article 2, point (10) of the Regulation (recast)) in any jurisdiction other than its
jurisdiction of incorporation.

6 .1 .1 1 Brokers, etc. No broker’s or finder’s fee or commission will be payable with respect to this Agreement or
any of the transactions contemplated hereby, and each Borrower

81
hereby indemnifies Lenders against, and agrees that it will hold Lenders harmless from, any claim, demand or liability for any such
broker’s or finder’s fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable fees,
expenses and disbursements of counsel) arising in connection with any such claim, demand or liability.

6 .1 .1 2 Full Disclosure. No written information that has been furnished by the Loan Parties or on behalf of the
Loan Parties to the Arrangers, the Administrative Agent or any Lender in connection with this Agreement or the transactions
contemplated hereby, other than information of a general economic or industry specific nature (such written information being referred
to herein collectively as the “Information”), including Information provided under any Anti-Terrorism Law or ‘know your customer’
requirements, contains, as of the date of delivery thereof and when taken as a whole, any material misstatement of fact or omits to state
any material fact necessary to make the statements therein not misleading in any material respect, in the light of the circumstances
under which they are made; provided, however, that, with respect to Information consisting of projections, forecasts, pro forma data,
budgets, estimates and other forward-looking statements (herein collectively, the “Projections”), no representation or warranty is made
other than that the Projections have been (or, in the case of Projections furnished after the date hereof, will be) prepared in good faith
based on assumptions believed by the Borrower to be reasonable at the time of preparation thereof (it being understood that such
Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and
contingencies, many of which are beyond the Borrower’s control, no assurance can be given that any particular Projections will be
realized, and actual results during the period or periods covered by any such Projections may differ significantly from the projected
results and such differences may be material). There is no fact known to the Borrower that, individually or in the aggregate, could
reasonably be expected to cause a Material Adverse Change which has not been set forth in this Agreement or in the certificates,
statements, agreements or other documents furnished in writing to the Administrative Agent and the Lenders prior to or at the date
hereof in connection with the transactions contemplated hereby.

6.1.13 Taxes. All federal, state, local and other tax returns required to have been filed with respect to each Loan
Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all
Taxes which have or may become due pursuant to said returns or to assessments received, except (a) to the extent that such Taxes are
being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate
provisions, if any, as shall be required by IFRS shall have been made or (b) to the extent that the failure to do so would not reasonably
be expected to result in a Material Adverse Change.

6.1.14 Patents, Trademarks, Copyrights, Licenses, Etc. Each Loan Party and each Subsidiary of each Loan Party
owns, possesses or has the right to use all the material patents, trademarks, service marks, trade names, copyrights, licenses,
registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently
conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the
rights of others, except where the failure to so own, possess or have such right to use, in the aggregate, could not reasonably be
expected to cause a Material Adverse Change.

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 6 .1 .1 5 Liens in the Collateral. The Collateral Documents, upon execution and delivery thereof by the parties
thereto, will create in favor of, as applicable, the Administrative Agent, the UK Security Trustee or the Spanish Security Agent, for the
benefit of the Lenders, a valid and enforceable Lien in the Collateral covered thereby. (i) When the Equity Interests of US Subsidiaries
that are Collateral and constitute certificated securities (as defined in the Uniform Commercial Code) are delivered to the
Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral
Documents will constitute a Prior Security Interest in all right, title and interest of the Loan Parties in such Collateral; and (ii) when
Uniform Commercial Code financing statements (or, as applicable, equivalent filings or registrations in France, Spain and the United
Kingdom) in appropriate form are filed in the applicable filing offices promptly following the Closing Date and in any event within any
applicable time periods required by Law, the security interests created under the Collateral Documents will constitute Prior Security
Interests in all right, title and interest of the Loan Parties in the remaining Collateral to the extent perfection can be obtained by filing
Uniform Commercial Code financing statements (or, as applicable, such equivalent filings or registrations in France, Spain and the
United Kingdom), except for rights secured by Liens permitted under Section 8.2.2. All filing fees, related Taxes and other expenses in
connection with the perfection of such Liens have been or will be paid by the Borrower.

6.1.16 Insurance. The properties of each Loan Party and each of its Subsidiaries are insured pursuant to policies
and other bonds which are valid and in full force and effect and which provide coverages from financially sound insurers that comply
with the provisions of Section 8.1.3 [Maintenance of Insurance].

6.1.17 Pension Compliance.

(a) Each Pension Plan subject to ERISA is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state Laws. Each such Pension Plan that is intended to qualify under Section 401(a)
of the Code has received from the IRS a favorable determination or opinion letter, which has not by its terms expired, that such Pension
Plan is so qualified, or such Pension Plan is entitled to rely on an IRS advisory or opinion letter with respect to an IRS-approved master
and prototype or volume submitter plan, or a timely application for such a determination or opinion letter is currently being processed
by the IRS with respect thereto; and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the
loss of, such qualification. Globe and each member of the ERISA Group have made all required contributions to each such Pension Plan
subject to Sections 412 or 430 of the Code, and no application for a funding waiver or an extension of any amortization period
pursuant to Sections 412 or 430 of the Code has been made with respect to any Pension Plan.

(b) No ERISA Event has occurred or is reasonably expected to occur; (a) no Pension Plan subject to
ERISA has any unfunded pension liability (i.e., excess of benefit liabilities over the current value of that Pension Plan’s assets,
determined pursuant to the assumptions used for funding such Pension Plan for the applicable plan year in accordance with Section 430
of the Code); (b) neither Globe nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability under
Title IV of ERISA with respect to any such Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA);
(c) neither

83
Globe nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA, with respect to a
Multiemployer Plan; (d) neither Globe nor any member of the ERISA Group has received notice pursuant to Section 4242(a)(1)(B) of
ERISA that a Multiemployer Plan is in reorganization and that additional contributions are due to the Multiemployer Plan pursuant to
Section 4243 of ERISA; and (e) neither Globe nor any member of the ERISA Group has engaged in a transaction that could be subject
to Sections 4069 or 4212(c) of ERISA.

(c) Neither the Borrower nor any of its Subsidiaries is or has at any time been an employer (for the
purposes of sections 38 to 51 of the UK Pensions Act) of an occupational pension scheme which is not a money purchase scheme (both
terms as defined in the Pensions Schemes Act 1993).

(d) Neither the Borrower nor any of its Subsidiaries is or has at any time been "connected" with or an
"associate" of (as those terms are used in sections 38 and 43 of the UK Pensions Act) such an employer.

(e) Each Pension Plan of a Spanish Person that is a Loan Party is in compliance in all material
respects with the Spanish applicable provisions in connection with the Social Security and Pension Schemes and Funds Regulations (in
particular but not limited to the General Social Security Act, approved by Royal Decree-Law 8/2015, of 30 October, applicable
Collective Bargaining Agreement, Royal Legislative Decree 1/2002 approving the consolidated text of the Law governing pension
schemes and funds, Royal Decree 304/2004 approving the pension schemes and funds Regulations and the Royal Decree 1588/1999 of
15 October 1999 adopting the Regulation on implementing the pension liabilities of enterprises to workers and beneficiaries)
(collectively, the “Spanish Pension Laws”).

(f) Each Pension Plan of a French Person that is a Loan Party is in compliance in all material respects
with the French applicable provisions in connection with the Social Security and Pension Schemes and Funds Regulations (in
particular but not limited to Ordinance of 4 October 1945, the Universal Declaration of Human Rights of 10 December 1948, the
Accord national interprofessionnel instituant le régime Agirc-Arrco de retraite complémentaire of 17 November 2017, the Convention
Collective nationale de retraite et de prévoyance des cadres of 14 March 1947 and the Accord national interprofessionnel de retraite
complémentaire of 8 December 1961, each as amended, supplemented, novated or otherwise modified from time to time, together with
any and all regulations, further agreements, laws, decrees or other applicable rules in connection thereto) (collectively, the “French
Pension Laws”).

6 .1 .1 8 Environmental Matters. Each Loan Party is in compliance with applicable Environmental Laws and, to
the knowledge of such Loan Party, is not subject to liability under Environmental Laws, except for such non-compliance, matters and
liabilities as could not in the aggregate reasonably be expected to result in a Material Adverse Change.

6 .1 .1 9 Solvency. On the Closing Date and after giving effect to the initial Loans hereunder, the Loan Parties,
taken as a whole, are Solvent.

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 6.1.20 Anti-Terrorism Laws. No Covered Entity is a Sanctioned Person.

6 .1 .2 1 Centre of Main Interests and Establishments. For the purposes of the Insolvency Regulation each Loan
Party that is organized under the Law of a member state of the European Union has its centre of main interest (as that term is used in
Article 3(1) of the Insolvency Regulation) situated in its jurisdiction of organization and it has no “establishment” (as that term is used
in Article 2(10) of the Insolvency Regulation) in any other jurisdiction.

6 .1 .2 2 Anti-Corruption Law. The Borrower and each of its Subsidiaries has conducted its businesses in
compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and
achieve compliance with such laws.

6 .2 Updates to Schedules. Should any of the information or disclosures provided on any of the Schedules attached hereto
become outdated or incorrect in any material respect, the Borrower shall, upon the reasonable request of the Administrative Agent,
provide the Administrative Agent in writing with such revisions or updates to such Schedule as may be necessary or appropriate to
update or correct same. No Schedule shall be deemed to have been amended, modified or superseded by any such correction or update,
nor shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to
have been cured thereby, unless and until the Required Lenders, in their sole and absolute discretion, shall have accepted in writing
such revisions or updates to such Schedule; provided however, that the Borrower may update Schedules 6.1.1 and 6.1.2 without any
Lender approval in connection with a Permitted Acquisition or any transaction permitted under Sections 8.2.6 [Liquidations, Mergers,
Consolidations, Acquisitions], 8.2.7 [Dispositions of Assets or Subsidiaries] and 8.2.9 [Subsidiaries, Partnerships and Joint Ventures].

7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is subject to the
performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or
issuance of such Letters of Credit and to the satisfaction of the following further conditions:

7.1 First Loans and Letters of Credit.

7.1.1 Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form
and substance reasonably satisfactory to the Administrative Agent:

(a) A certificate of the Borrower signed by an Authorized Officer, dated the Closing Date stating that
(i) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (ii) the
Loan Parties are in compliance with each of the covenants and conditions hereunder, and (iii) no Event of Default or Potential Default
exists;

(b) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary (or, in
each case, equivalent officer otherwise named) of each of the Loan Parties, certifying as appropriate as to: (i) all action taken by such
Loan Party in connection with

85
this Agreement and the other Loan Documents (including copies of signed resolutions to the extent customary under local Law); (ii) the
names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (iii) copies of its organizational
documents as in effect on the Closing Date certified by the appropriate public official of the jurisdiction where such Loan Party is
organized, together with certificates from the appropriate public officials as to the continued existence and good standing (or
equivalent term otherwise named) of each Loan Party in each jurisdiction where such Loan Party is organized or qualified to do
business; provided that, in respect of Guarantors that are Spanish Persons, an online excerpt (“nota simple online”) issued by the
relevant commercial registry, copies of their online bylaws and copies of their constitutional documents shall be sufficient;

(c) This Agreement and each of the other Loan Documents signed by an Authorized Officer (and
where reasonably deemed necessary or appropriate by the Administrative Agent, notarized in accordance with Laws applicable to the
Loan Parties and agreements entered into by them) and all appropriate financing statements and appropriate stock powers and
certificates evidencing the pledged Collateral;

(d) A written opinion of counsel for the Loan Parties or, as applicable, counsel for the Administrative
Agent, covering customary subjects, dated the Closing Date and reasonably satisfactory to the Administrative Agent in form and
substance, as to the matters set forth in Schedule 7.1.1;

(e) Evidence that adequate insurance required to be maintained under this Agreement is in full force
and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance
satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender
loss payee;

(f) A duly completed Compliance Certificate, and information relating to the Aggregate Sales
Percentage, the Aggregate Asset Percentage, and the Aggregate EBITDA Percentage described in clause (ii) of Section 8.3.3
[Certificates of the Borrower], in each case as of the last day of the fiscal quarter of the Borrower most recently ended prior to the
Closing Date, signed by an Authorized Officer of the Borrower;

(g) Evidence that other consents, if any, required to consummate the transactions contemplated
hereby as of the Closing Date have been obtained;

(h) Evidence that the Existing Credit Agreement has been terminated, and all outstanding
Indebtedness and other obligations thereunder have been paid and satisfied in full (other than reimbursement obligations in respect of
the Existing Letters of Credit; provided that letter of credit issuance and risk participation fees thereunder, other than fees due upon
presentation of drafts, shall have been paid in full), and all Liens securing such obligations have been released;

(i) [Reserved];

(j) At least five (5) Business Days prior to the Closing Date, interim consolidated financial
statements of the Borrower and its Subsidiaries for the fiscal year-to-date

86
period ending September 30, 2017, including comparable periods in the fiscal year ending December 31, 2016;

(k) A perfection certificate from each Loan Party that is a US Subsidiary (and from each Loan Party
that is not a US Person such similar information regarding such Loan Party and its assets as the Administrative Agent may reasonably
request) and evidence that all Liens in the Collateral pursuant to the Security Agreements, the Pledge Agreements, the Patent,
Trademark and Copyright Security Agreement, and other Loan Documents upon, as applicable, the taking of possession of Collateral or
the making of appropriate filings will be perfected and have the priority required under the Loan Documents, including Lien searches
in acceptable scope and with acceptable results;

(l) [Reserved];

(m) Pro forma projections (including a pro forma closing balance sheet, pro forma statements of
operations and cash flow) for the fiscal years 2018 through 2022, (including assumptions used in preparing the forecast financial
statements) that are reasonably satisfactory to the Administrative Agent in form and content;

(n) [Reserved];

(o) [Reserved];

(p) At least five (5) Business Days prior to the Closing Date, information required by each Lender to
comply with the USA PATRIOT Act, other Anti- Terrorism Laws, and other ‘know your customer’ requirements, in each case requested
in writing prior to the seventh (7th) Business Day prior to the Closing Date; and

(q) Such other documents in connection with such transactions as the Administrative Agent or its
counsel may reasonably request.

7 .1 .2 No Material Adverse Change. (a) No Material Adverse Change shall have occurred since December 31,
2016; and (b) no litigation or governmental or regulatory investigation or proceeding shall be pending or, to the knowledge of the
Borrower, threatened against or involving the Borrower or any of its Subsidiaries that could reasonably be expected to cause a Material
Adverse Change.

7.1.3 Payment of Fees. The Borrower shall have (a) paid all fees payable on or before the Closing Date as
required by the Administrative Agent’s Letter or the Loan Documents and any fees owing under any other fee letter (or equivalent
agreement otherwise named) with an Arranger and (b) reimbursed the Administrative Agent for all invoiced costs related to the
transactions contemplated hereby, including all filing and legal fees, that are required to be reimbursed by the Administrative Agent’s
Letter, the Engagement Letter dated January 19, 2018 or the Loan Documents and any fees owing under any other fee letter (or
equivalent agreement otherwise named) with an Arranger.

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 7.2 Each Loan or Letter of Credit. At the time of making any Loans or issuing, extending or increasing any Letters of Credit
and after giving effect to the proposed extensions of credit:

(a) the representations, warranties of the Loan Parties shall be true and correct in all material respects, as though
made at and as of such time, unless expressly made as of a prior date (in which case such representations and warranties shall have been
true and correct in all material respects as of such prior date); provided that any representation and warranty that is qualified as to
materiality, “Material Adverse Change” or similar language shall be true and correct (after giving effect to any qualification therein) in
all respects as of such respective dates;

(b) no Event of Default or Potential Default shall have occurred and be continuing;

(c) the making of the Loans or issuance, extension or increase of such Letter of Credit shall not contravene any Law
applicable to any Loan Party or Subsidiary of any Loan Party or any of the Lenders;

(d) the Borrower shall have delivered to the Administrative Agent a duly executed and completed Loan Request or
to the Issuing Lender an application for a Letter of Credit, as the case may be;

(e) with respect to the making of any Loans or the issuance of any Letter of Credit when the Revolving Facility
Usage is in excess of $200,000,000, or with respect to the making of any Loans or the issuance of any Letter of Credit that, after giving
effect thereto, would cause the Revolving Facility Usage to exceed $200,000,000, the Borrower shall have certified that (i) the
condition under Section 4.01(b)(i)(B) of the 2022 Indenture (or equivalent provision in any refinancing thereof) is met with respect to
the Revolving Facility Usage, as it would be increased by such proposed Loans or Letter of Credit or (ii) that such condition contained
in the 2022 Indenture, or any refinancing thereof, is no longer in effect; and

(f) in the case of any Loan or Letter of Credit to be denominated in an Optional Currency, there shall not have
occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange
controls which in the reasonable opinion of the Administrative Agent and the Required Lenders (in the case of any Loans to be
denominated in an Optional Currency) or the Administrative Agent and the Issuing Lender (in the case of any Letter of Credit to be
denominated in an Optional Currency) would make it impracticable for such Loan or Letter of Credit to be denominated in the relevant
Optional Currency.

8. COVENANTS

The Loan Parties, jointly and severally, covenant and agree that until Payment In Full, the Loan Parties shall comply at all
times with the following covenants:

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 8.1 Affirmative Covenants.

8.1.1 Preservation of Existence, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain
(a) its legal existence as a public limited company, corporation, limited partnership, limited liability company or other entity under the
Laws of the jurisdiction of its organization, except as otherwise expressly permitted in Section 8.2.6 [Liquidations, Mergers, Etc.], and
(b) its license or qualification in each jurisdiction in which its ownership or lease of property or its conduct of business makes such
license or qualification necessary, except where the failure to maintain such license or qualification could not reasonably be expected
to result in a Material Adverse Effect.

8 . 1 . 2 Payment of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its
Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the
same shall become due and payable, including all Taxes upon it or any of its properties, assets, income or profits, prior to the date on
which penalties attach thereto, except to the extent that (a) such liabilities, including Taxes, are being contested in good faith and by
appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be
required by IFRS shall have been made or (b) the failure to pay and discharge any such liabilities would not reasonably be expected to
result in a Material Adverse Change.

8 .1 .3 Maintenance of Insurance. Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its
properties and assets against loss or damage by such insurable hazards as such assets are commonly insured (including fire, extended
coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against other risks
(including errors and omissions) in such amounts as similar properties and assets are insured by companies generally in similar
circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent
customary. The Loan Parties shall comply with the covenants and provide the endorsement set forth on Schedule 8.1.3 relating to
property and related insurance policies covering the Collateral.

8.1.4 Maintenance of Properties. Each Loan Party shall, and shall cause each of its Subsidiaries to, (a) maintain,
preserve and protect all of its rights to enjoy and use material trademarks, trade names, service marks, patents, copyrights, permits,
licenses, leases, and franchises and (b) maintain in good repair, working order and condition (ordinary wear and tear excepted) in
accordance with the general practice of other businesses of similar character and size, all material tangible properties that are useful or
necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or
replacements thereof as in the judgment of such Loan Party may be necessary; provided, that nothing in this Section 8.1.4 shall prevent
the Loan Parties or any of their Subsidiaries from (i) discontinuing the maintenance, preservation or protection of any such rights or the
operation or maintenance of any such tangible properties if the Loan Parties or such Subsidiaries determine that such discontinuance is
desirable in the conduct of their business and would not, in the aggregate, be expected to cause a Material Adverse Change or (ii)
consummating any transaction otherwise permitted by this Agreement.

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 8 .1 .5 Visitation Rights. Subject to requirements of applicable Law and to the rights of tenants or licensees of
such properties, each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized employees or
representatives of the Administrative Agent or any of the Lenders to visit and inspect any of its properties and to examine and make
excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such
times and as often as any of the Lenders may reasonably request upon reasonable advance written notice to the Borrower; provided,
however, that unless there shall have occurred an Event of Default which is continuing, (a) only the Administrative Agent, acting
individually or on behalf of the Lenders, shall be permitted to exercise any of the foregoing rights (provided that if the Administrative
Agent exercises such rights, any Lender may conduct an examination contemporaneously with the examination performed by the
Administrative Agent) and (b) such rights may not be exercised more than one time during any twelve (12) month period.

8 .1 .6 Keeping of Records and Books of Account. The Borrower shall, and shall cause each Subsidiary of the
Borrower to, maintain and keep proper books of record and account which enable the Borrower and its Subsidiaries to issue financial
statements in accordance with IFRS and as otherwise required by applicable Laws of any Official Body having jurisdiction over the
Borrower or any Subsidiary of the Borrower, and in which full, true and correct entries shall be made in all material respects of all its
dealings and business and financial affairs.

8.1.7 Compliance with Laws; Use of Proceeds. Each Loan Party shall, and shall cause each of its Subsidiaries to,
comply with all applicable Laws, including all Environmental Laws, in all respects; provided that it shall not be deemed to be a
violation of this Section 8.1.7 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar
liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change. The Loan Parties will use the Letters
of Credit and the proceeds of the Loans only in accordance with Section 2.8 [Use of Proceeds] and as permitted by applicable Law.

8.1.8 Further Assurances. Each Loan Party shall, from time to time, at its expense, faithfully preserve and protect
the Administrative Agent’s, the UK Security Trustee’s or the Spanish Security Agent’s (as applicable) Lien on and Prior Security
Interest in the Collateral and all other real and personal property of the Loan Parties whether now owned or hereafter acquired as a
continuing first priority perfected Lien, subject only to Permitted Liens, and shall do such other acts and things as the Administrative
Agent may reasonably deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under
the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral.

8 . 1 . 9 Anti-Terrorism Laws; International Trade Law Compliance. (a) No Covered Entity will become a
Sanctioned Person; (b) no Covered Entity, either in its own right or (to the best of such Covered Entity’s knowledge after due inquiry)
through any third party, will use the Loans to fund any operations in, finance any investments or activities in, or, make any payments
to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law or in any other manner that would result in a
violation of Anti-Terrorism Laws by any Person (including any Person participating in any transaction contemplated hereby or by any
other Loan

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Document, whether as a Loan Party, Lender, Arranger, Administrative Agent, or Issuing Lender); (c) the funds used to repay the
Obligations will not be derived from any activity in violation of any Anti-Terrorism Law; and (d) each Covered Entity shall comply
with all Anti-Terrorism Laws in all material respects.

8 .1 .1 0 Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP
Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap
Obligations owing by each Non- Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not
of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying
Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap
Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this
Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or
fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall
remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan
Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to
constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for
all purposes of Section 1a(18(A)(v)(II) of the CEA.

8.1.11 Post-Closing Covenant. Notwithstanding the provisions of Section 7.1.1, the documents and tasks
expressly identified on Schedule 8.1.11 shall not constitute conditions that are required to be performed prior to the effectiveness of
this Agreement; provided that the Loan Parties shall execute and deliver the documents and complete the tasks set forth on Schedule
8.1.11, in each case within the time limits specified on such schedule and subject to extensions permitted by such schedule.

8.2 Negative Covenants.

8 .2 .1 Indebtedness. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any
time create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness outstanding on the Closing Date as set forth on Schedule 8.2.1 and any Permitted Refinancings
thereof;

(c) Indebtedness incurred with respect to Capital Lease Obligations, Synthetic Lease Obligations and other
Purchase Money Security Interests as and to the extent permitted under Section 8.2.14 [Capital Expenditures and Leases] so long as the
aggregate principal amount of all of the foregoing does not in the aggregate exceed the amount permitted pursuant to clause
(h) of the definition of Permitted Liens;

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 (d) intercompany Indebtedness of (i) Grupo owing to the Borrower, (ii) FerroPem and FerroAtlántica owing to
Grupo; provided that (A) such intercompany Indebtedness shall not, at any time outstanding, exceed the amounts indicated on
Schedule 8.2.1 and (B) such intercompany Indebtedness is subject to the Intercompany Subordination Agreement and (iii) any Loan
Party (other than as set forth in clauses (i) and (ii) above) owing to any other Loan Party, so long as such intercompany Indebtedness is
subject to the Intercompany Subordination Agreement;

(e) Any (i) Lender Provided Interest Rate Hedge, (ii) Lender Provided Foreign Currency Hedge, (ii) other Interest
Rate Hedge or Foreign Currency Hedge approved by the Administrative Agent or (iii) Indebtedness under any Other Lender Provided
Financial Services Product; provided, however, the Loan Parties shall enter into an Interest Rate Hedge or Foreign Currency Hedge
only for hedging (rather than speculative) purposes;

(f) Indebtedness consisting of liabilities in connection with Other Lender Provided Financial Service Products
and other Funds Transfer and Deposit Account Liability in the ordinary course of business;

(g) endorsements for collection, deposit or negotiation and warranties of products or services, in each case
incurred in the ordinary course of business;

(h) Indebtedness owing to employees in connection with a non-qualified benefit plan;

(i) Indebtedness consisting of the financing of insurance premiums;

(j) Indebtedness of any Subsidiary of the Borrower owing to a Loan Party incurred to achieve cash repatriation
strategies so long as the net cash Investment by such Loan Party in connection therewith is permitted by Section 8.2.4(p) [Loans,
Guaranties and Investments];

(k) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations
or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement
obligations in respect of any of the foregoing (including in respect of letters of credit issued in support of any of the foregoing), so long
as, with respect to all Indebtedness described in this clause (k), such Indebtedness is not more than sixty (60) days past due;

(l) Indebtedness arising under the 2022 Notes, and Guaranties in respect thereof (and a Permitted Refinancing
thereof), in an aggregate principal amount not to exceed $350,000,000 at any time outstanding; provided that no Subsidiary of the
Borrower shall be a guarantor thereunder unless it is a Guarantor party hereto;

(m) prior to the sale of the Finance Lease Energy Assets, (i) to the extent constituting Indebtedness, the obligations
in respect of any Sale and Leaseback Transaction with respect to the Finance Lease Energy Assets and (ii) any other Indebtedness
secured solely by such Finance Lease Energy Assets;

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 (n) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Permitted
Refinancing in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this clause (n) and then
outstanding, will not exceed $30,000,000; provided that all such Indebtedness incurred pursuant to this clause (n) is (i) incurred by a
Joint Venture; (ii) is not guaranteed, in whole or in part, by the Borrower or any Subsidiary of the Borrower other than the Joint
Venture; (iii) is without recourse to, and does not obligate, the Borrower or any Subsidiary of the Borrower (other than the Joint
Venture) in any way; and (iv) does not subject any property or asset of the Borrower or any Subsidiary of the Borrower (other than the
Joint Venture) to the satisfaction thereof, directly or indirectly, contingently or otherwise, except, with respect to the foregoing clause
(iii) and clause (iv), in connection with and for (A) Liens on the Equity Interests of the Joint Venture or (B) the ability to be converted
into or exchanged for Equity Interests of the Joint Venture;

(o) Indebtedness consisting of Permitted Additional Indebtedness and any Permitted Refinancing thereof;
provided that (i) no Event of Default shall have occurred and be continuing at the time of the incurrence thereof or immediately after
giving effect thereto and (ii) if any such Permitted Additional Indebtedness constitutes a Material Event, the Borrower shall have
delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower (which shall be in form and substance
reasonably satisfactory to the Administrative Agent and shall include detailed calculations) that confirms the condition in clause (i)
above and demonstrates that after giving pro forma effect to the incurrence thereof and the application of the proceeds therefrom, the
Transaction Leverage Requirement is met as of the end of the fiscal quarter most recently ended for which financial statements are
available

(p) (i) Indebtedness of the Borrower to any Subsidiary of the Borrower or (ii) Indebtedness of any Subsidiary of
the Borrower to the Borrower or any other Subsidiary; provided that (A) a security interest in all such intercompany Indebtedness owing
to any Loan Party shall have been granted to the Administrative Agent for the benefit of the Lenders, (B) if such intercompany
Indebtedness described in clause (A) is evidenced by a promissory note or other instrument, such promissory note or instrument shall
have been pledged to the Administrative Agent in accordance with a Security Agreement, and (C) Indebtedness under clause (i) shall be
subject to the Intercompany Subordination Agreement; provided further that (1) the aggregate outstanding amount of Indebtedness
under this clause (p) of Subsidiaries of the Borrower that are not Loan Parties that is owing to Loan Parties shall not exceed at any one
time $50,000,000 and (2) upon the occurrence and during the continuance of an Event of Default, Subsidiaries of the Borrower that are
not Loan Parties shall not be permitted to incur additional Indebtedness owing to any Loan Party pursuant to this clause (p);

(q) Indebtedness of any Person assumed or acquired in connection with a Permitted Acquisition (or any other
acquisition of property constituting a business or a division or line of business or of a Subsidiary permitted under this Agreement) that
existed on the date of such Permitted Acquisition (and Permitted Refinancings thereof); provided that such Indebtedness is not created
in anticipation of such Permitted Acquisition (or other acquisition);

(r) additional Indebtedness of Non-US Subsidiaries in an aggregate outstanding principal amount which, when
taken together with any Permitted Refinancing in

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respect thereof and the principal amount of all other Indebtedness incurred pursuant to this clause (r) and then outstanding, will not
exceed $15,000,000;

(s) Indebtedness incurred pursuant to an Investment permitted by Section 8.2.4 [Loans, Guarantees and
Investments], excluding Indebtedness described in clause (q) above;

(t) Indebtedness incurred pursuant to any Cash Collateral arrangement; and

(u) Indebtedness related to the Permitted Securitization Arrangements.

8.2.2 Liens; Lien Covenants. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at
any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter
acquired, or agree or become liable to do so, except Permitted Liens.

8.2.3 [Reserved].

8.2.4 Loans, Guaranties and Investments. Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to, at any time make or suffer to remain outstanding any loan or advance to, Guaranty or pledge collateral to secure any
Indebtedness or other obligation of; or purchase, acquire or own any Equity Interests, bonds, notes or securities of, or any other
investment or interest in, a Person, or make any capital contribution to, any other Person; or acquire assets comprising all or
substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business
of) a Person (for the purposes of this Section 8.2.4, each and all of the foregoing being an “Investment”), except the following:

(a) deposits, prepayments and extensions of trade credit on usual and customary terms in the ordinary course of
business;

(b) advances to employees, officers and directors to meet expenses incurred by such employees in the ordinary
course of business and other advances in respect of customary indemnification obligations owed to employees, officers and
directors;

(c) Permitted Investments;

(d) Investments in Cash;

(e) Investments owned by the Borrower and its Subsidiaries as of the Closing Date in the Borrower and in any
Subsidiaries of the Borrower (and the Borrower and its Subsidiaries may convert any such Investments in the form of
Indebtedness into Investments in the form of Equity Interests);

(f) additional Investments after the Closing Date in any Loan Party;

(g) Capital Expenditures to the extent permitted under this Agreement;

(h) Investments of the Borrower and its Subsidiaries existing on the Closing Date;

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 (i) additional Investments after the Closing Date in respect of which a binding agreement has been entered into as
of the Closing Date to the extent described in Schedule 8.2.4 hereto and incremental Investments contemplated in connection
therewith and any extension or renewal thereof; provided that any additional Investments made with respect thereto shall be
permitted only to the extent such Investments are described on Schedule 8.2.4 or made in accordance with the other provisions
of this Section 8.2.4;

(j) Permitted Acquisitions;

(k) Investments in the form of agreements for Foreign Currency Hedges or Interest Rate Hedges entered into in the
ordinary course of business and not for speculative purposes;

(l) [Reserved];

(m) Investments consisting of promissory notes and other non-cash consideration received in connection with any
Asset Sale permitted by Section 8.2.7 [Liquidations, Mergers, Consolidations];

(n) customary Investments in special purpose entities in connection with Permitted Securitization Arrangements;

(o) Investments in connection with the full or partial satisfaction, settlement or enforcement of Indebtedness or
claims or other obligations due or owing to the Borrower or any of its Subsidiaries or as security for any such Indebtedness or
claim;

(p) Investments by any Loan Party in any of its Subsidiaries (i) consisting of Equity Interests and/or intercompany
notes made to achieve cash repatriation strategies or (ii) the consideration for which is the cancellation or other settlement of
any corresponding intercompany Indebtedness incurred in connection with Investments permitted pursuant to the foregoing
clause (i), in each case so long as the net cash Investment by such Loan Party in connection therewith does not exceed zero
after the tenth (10th) day following the making of such cash Investment;

(q) Investments by Subsidiaries that are not Loan Parties in the Borrower and in other Subsidiaries;

(r) Investments in Joint Ventures so long as the aggregate amount of all Investments at any time outstanding
under this clause (r) does not exceed $10,000,000, plus any returns on such Investments;

(s) the acquisition of all or any portion of the Finance Lease Energy Assets upon termination of, and in
accordance with the terms of, the Finance Lease (or any lease replacing the Finance Lease);

(t) Investments owned by a Person at the time such Person is acquired pursuant to a Permitted Acquisition and not
acquired by such Person in contemplation of such Permitted Acquisition;

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 (u) loans or advances made by any Loan Party or any Subsidiary of a Loan Party to such Loan Party’s or such
Subsidiary’s employees on an arms-length basis in the ordinary course of business, up to a maximum of $50,000 to any
employee at any one time outstanding and up to a maximum of $250,000 in the aggregate as to all loans and advances under
this clause (u) at any one time outstanding;

(v) any Investment (other than the acquisition of any business, division, line or assets by the Borrower or any
Subsidiary) not otherwise permitted by clauses (a) through (u) above; provided that (i) no Event of Default shall have
occurred and be continuing at the time such Investment is made or immediately after giving effect thereto, (ii) after giving pro
forma effect to such Investment (A) the Transaction Leverage Requirement is met as of the end of the fiscal quarter most
recently ended for which financial statements are available, and (B) Liquidity shall not be less than $150,000,000; provided
that with respect to any Material Event, the Borrower shall have delivered to the Administrative Agent a certificate of a
Financial Officer of the Borrower (which shall be in form and substance satisfactory to the Administrative Agent and shall
include detailed calculations) that confirms the condition in clause (i) above and demonstrates compliance with clauses (A),
and (B) above;

(w) any transaction permitted by Section 8.2.5 [Restricted Payments], 8.2.6 [Liquidation, Mergers,
Consolidations] or 8.2.7 [Dispositions of Assets or Subsidiaries];

(x) the making and incurrence of intercompany loans to the extent permitted under Section 8.2.1 [Indebtedness];
and

(y) the acquisition of the obligations of one or more officers or other employees of the Borrower or its
Subsidiaries in connection with such officers’ or employees’ acquisition of shares of the Borrower’s Equity Interests, so long as
(i) no cash is actually advanced by the Borrower or any of its Subsidiaries to such officers or employees in connection with the
acquisition of any such obligations, and (ii) such acquisition does not lead to any breach of section 678 of the UK Companies
Act.

By way of clarification and not limitation, this Section’s use of the words “pledge collateral to secure” is intended to address only any
such pledge given secure Indebtedness or other obligations of another Person and is not intended to impair the availability to the Loan
Parties and their Subsidiaries of Liens otherwise permitted under Section 8.2.2 [Liens; Lien Covenants].

8 . 2 . 5 Restricted Payments. Each of the Loan Parties shall not, and shall not permit any of its Material
Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment, except:

(a) Restricted Payments (subject to the Intercompany Subordination Agreement) payable to the Borrower or a
Subsidiary of the Borrower or payable ratably to the other holders of such Subsidiary’s Equity Interests;

(b) dividends payable solely in shares of any class of Equity Interests (or of common stock) to the holders of such
class of Equity Interests;

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 (c) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may
purchase the Borrower’s common stock or common stock equity awards from present or former officers, directors or employees
(or their respective spouses, successors, executors, estates, administrators or heirs) of the Borrower or any Subsidiary of the
Borrower upon the death, disability, retirement or termination of employment of such officer, director or employee;

(d) Restricted Payments with respect to (i) employee or directors stock options, stock incentive plans or restricted
stock plans of the Borrower which are compensatory in nature and approved by the compensation committee of the Borrower’s
board of directors and (ii) the purchase from time to time by the Borrower of its common stock (for not more than market price)
with the proceeds of the exercise by grantees under any equity-based incentive plan;

(e) Restricted Payments with respect to its Equity Interests in exchange for, or out of the net cash proceeds of, a
substantially concurrent sale of, such Equity Interests;

(f) any Restricted Payment deemed to occur upon the exercise of any options or warrants to the extent that such
Restricted Payment represents all or a portion of the exercise price;

(g) Restricted Payments to minority shareholders of any Person that is acquired pursuant to a Permitted
Acquisition or similar Investment permitted by Section 8.2.4 [Loans, Guaranties and Investments] pursuant to appraisal or
dissenters’ rights or applicable Law with respect to shares of such Person held by such shareholders;

(h) Restricted Payments made by the Borrower, so long as, on the date on which each such Restricted Payment is
made:

(i) no Event of Default or Potential Default then exists or would exist after giving pro forma effect to such
Restricted Payment,

(ii) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments
theretofore made by the Borrower pursuant to this clause (h) during the fiscal year in which such Restricted Payment
is made, does not exceed an amount equal to (A) the lesser of $60,000,000 and the Borrower’s consolidated net
income for such fiscal year, plus (B) fifty percent (50%) of the portion of the Borrower’s consolidated net income for
such fiscal year that exceeds $60,000,000,

(iii) after giving pro forma effect to such Restricted Payment, the Net Secured Leverage Ratio is not less than 2.00
to 1.00, and

(iv) after giving pro forma effect to such Restricted Payment, Liquidity is not less than $150,000,000.

The Borrower and its Subsidiaries shall not amend, or enter into a Permitted Refinancing of, the 2022 Notes or the 2022 Indenture or
any agreement evidencing or governing its other unsecured

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Indebtedness outstanding on the Closing Date if the effect of such amendment is to change, to earlier date, any date upon which a
payment of principal is due thereon or amend any provision thereof if the effect of such amendment is to require any such principal to
be redeemed, prepaid or defeased, or permit the maturity of such principal to be accelerated, on an earlier date or by reason of the
occurrence or existence of any event or condition not theretofore specified.

8 .2 .6 Liquidations, Mergers, Consolidations. Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, except that:

(a) any Person may merge or consolidate with the Borrower in connection with a Permitted Acquisition in which
the Borrower shall be the continuing or surviving Person and:

(i) immediately after giving effect to the consummation of such merger or consolidation the representations,
warranties of the Loan Parties under Section 6 [Representations and Warranties] shall be true and correct in all
material respects, as though made at and as of such time, unless expressly made as of a prior date (in which case such
representations and warranties shall have been true and correct in all material respects as of such prior date); provided
that any representation and warranty that is qualified as to materiality, “Material Adverse Change” or similar
language shall be true and correct (after giving effect to any qualification therein) in all respects as of such respective
dates;

(ii) the holders of the Borrower’s issued and outstanding Equity Interests (both economic and voting)
immediately before the consummation of such merger or consolidation shall own not less than sixty-five percent
(65%) of the Borrower’s issued and outstanding Equity Interests (both economic and voting) immediately after the
consummation of such merger or consolidation;

(iii) the Borrower shall have delivered to the Administrative Agent true and complete copies of all material
documents relating to such merger or consolidation at least five (5) Business Days prior to the consummation thereof;

(iv) the Borrower shall have delivered to the Administrative Agent a certificate signed by an Authorized Officer
dated as of the date on which the such merger or consolidation is consummated confirming that the requirements of
clauses (i), (ii) and (iii) above, are satisfied; and

(v) the Borrower shall, within sixty (60) days (or such longer period as agreed to by the Administrative Agent in
writing in its sole discretion) after the consummation of such merger or consolidation, execute and deliver to the
Administrative Agent such Collateral Documents, and cause to be made such filings and taken such other actions, as
the Administrative Agent may reasonably request to create and perfect Prior Security Interests in favor of the
Administrative Agent (or, if applicable, a security trustee) for the benefit of the Lenders in the applicable property
acquired by the Borrower in such merger or consolidation;

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 provided that (A) the Agreed Security Principles shall apply to the provisions of this clause (v); (B) the acquired
property so encumbered shall be limited to the kind and type of property pledged as Collateral by the Borrower on
the Closing Date, and (C) if such property is Equity Interests of a Subsidiary, the provisions of Section 8.2.9
[Subsidiaries, Partnerships and Joint Ventures] shall apply;

(b) any Person (other than the Borrower) may merge or consolidate with any Subsidiary of the Borrower in a
transaction in which the surviving entity is a Subsidiary of the Borrower (and, if any party to such merger or consolidation is a
Loan Party, is a Loan Party);

(c) any Subsidiary of the Borrower may merge or consolidate with any Person (other than the Borrower) in a
transaction permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] in which, after giving effect to such
transaction, the surviving entity is not a Subsidiary of the Borrower; and

(d) any Subsidiary of the Borrower (other than a Material Subsidiary) may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders;

in each case, provided that (i) no Event of Default shall exist immediately prior to, and after giving effect to, any such dissolution,
liquidation, winding-up, merger or consolidation and (ii) any such merger or consolidation involving a Person that is not a Wholly-
Owned Subsidiary of the Borrower immediately prior thereto shall not be permitted unless it is also permitted under Section 8.2.4
[Loans, Guaranties and Investments].

8 .2 .7 Dispositions of Assets or Subsidiaries. Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to cause or permit an Asset Sale or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or
assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper,
equipment or general intangibles with or without recourse or of any Equity Interests of a Subsidiary of such Loan Party), except:

(a) transactions involving the sale of inventory in the ordinary course of business;

(b) any sale, transfer or lease of used, obsolete, worn out or surplus assets in the ordinary course of business;

(c) any sale, transfer or lease of assets to a Loan Party or any Subsidiary of a Loan Party; provided that any such
sales, transfers or leases involving a Subsidiary of the Borrower that is not a Loan Party shall be made in compliance with
Section 8.2.8 [Affiliate Transactions];

(d) any sale, transfer or lease of assets in the ordinary course of business;

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 (e) the Loan Parties and their Subsidiaries may sell their accounts receivable in connection with Permitted
Securitization Arrangements; provided that the Securitization Amount at any time shall not exceed $300,000,000;

(f) assignments and licenses of intellectual property of the Borrower or any Subsidiary between or among the
Borrower and its Subsidiaries, and licenses (i) to Joint Ventures or (ii) in the ordinary course of business;

(g) leases of owned real property and subleases of leased real property, in each case, not interfering in any
material respect with the operations of the Borrower and its Subsidiaries taken as a whole;

(h) the Borrower and its Subsidiaries may make Asset Sales of assets having a net book value on the Borrower’s
books and records not in excess of the greater of (i) $35,000,000 in any fiscal year and (ii) if, after giving pro forma effect to
such Asset Sale, the Transaction Leverage Requirement is met as of the end of the fiscal quarter most recently ended for which
financial statements are available, $100,000,000 in any fiscal year; provided that, as to all Asset Sales under this clause (h), (1)
the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (as determined in
good faith by the Borrower); (2) at least 75% of the consideration received shall be Cash or Permitted Investments (provided
that, for the purposes of the foregoing requirement, (A) any Indebtedness assumed by the transferee of such assets and (B) any
securities received from the transferee that are convertible to Cash or Permitted Investments within 180 days following the
closing of the relevant Asset Sale shall be deemed to be Cash or Permitted Investments); (3) no Event of Default shall have
occurred or be continuing after giving effect thereto, and (4) with respect to any Material Event, the Borrower shall have
delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower (which shall be in form and substance
satisfactory to the Administrative Agent and shall include detailed calculations) that confirms the conditions in clauses (1), (2)
and (3) above and demonstrates compliance with clause (ii) above.

(i) in order to resolve disputes that occur in the ordinary course of business, the sale, transfer, disposition,
discount or compromise for less than the face value thereof, notes or accounts receivable;

(j) the sale or disposition of Equity Interests of any Subsidiary of the Borrower in order to qualify members of the
board of directors (or equivalent body otherwise named) of such Subsidiary if required by applicable Law;

(k) the sale or other disposition of Permitted Investments for fair value;

(l) the sale or other disposition of specific items of equipment, so long as the purpose of such sale or disposition
is to acquire replacement items of like-kind equipment or other equipment used or useful in the conduct of the business of the
Borrower or any of its Subsidiaries;

(m) leases, assignments and licenses of personal property in the ordinary course of business;

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 (n) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent
domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any of its Subsidiaries;

(o) dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary
buy/sell arrangements between the Joint Venture parties set forth in Joint Venture arrangements and similar binding
arrangements;

(p) the disposition or sale of any assets acquired in connection with any Permitted Acquisition in contemplation
that such assets would be sold to a third party; provided, that, (i) such assets are sold for consideration not less than the value
attributed to such assets in the calculation of the aggregate consideration for such Permitted Acquisition and (ii) such
disposition or sale occurs within one (1) year of the consummation of such Permitted Acquisition;

(q) any merger, consolidation, winding up, liquidation or dissolution permitted pursuant to Section 8.2.6
[Liquidations, Mergers, Consolidations], or any transaction permitted pursuant to Section 8.2.4 [Loans, Guaranties and
Investments] or Section 8.2.15 [Sale and Leaseback Transactions];

(r) any sale, transfer or lease of assets in transactions that do not constitute Asset Sales; provided that the
consideration received for such assets (other than assets described in clause (c)(iii) or (iv) of the definition of Asset Sale) shall
be in an amount at least equal to the fair market value thereof (as determined in good faith by the Borrower); and

(s) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (a) through (r)
above, which is approved by the Required Lenders.

8 .2 .8 Affiliate Transactions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
enter into or carry out any transaction with any Affiliate of any Loan Party (including purchasing property or services from or selling
property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this
Agreement, is entered into in the ordinary course of business upon arm’s-length terms; provided that the foregoing restrictions shall not
apply to (i) any transaction between or among the Loan Parties, (ii) any transaction between or among any of the Borrower’s
Subsidiaries that are not Loan Parties, (iii) reasonable and customary fees and expenses paid to members of the Board of Directors of the
Borrower, (iv) Restricted Payments permitted by Section 8.2.5 [Restricted Payments], (v) service agreements, reimbursement of
expenses or compensation arrangements with employees, officers and directors of the Borrower and its Subsidiaries entered into in the
ordinary course of business, (vi) transactions pursuant to the agreements set forth on Schedule 8.2.8, and (vii) transactions otherwise
expressly permitted by this Agreement.

8 .2 .9 Subsidiaries, Partnerships and Joint Ventures. (a) Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than as permitted under Section 8.2.4 [Investments].
In addition to the Material Subsidiaries which have joined this Agreement as Guarantors on the Closing Date, each

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US Subsidiary that is a Material Subsidiary formed or acquired by a Loan Party after the Closing Date (or designated by the Borrower to
be a Guarantor pursuant to paragraph (d) of this Section 8.2.9) shall, no later than sixty (60) days (or such longer period as agreed to by
the Administrative Agent in writing in its sole discretion) after its becoming a Material Subsidiary (or being designated to be a
Guarantor by the Borrower pursuant to paragraph (d) of this Section 8.2.9), join this Agreement as a Guarantor by delivering to the
Administrative Agent (i) a signed Guarantor Joinder; (ii) documents in the forms described in Section 7.1 [First Loans and Letters of
Credit] modified as appropriate; and (iii) Collateral Documents necessary to grant and perfect Prior Security Interests to the
Administrative Agent, the UK Security Trustee or the Spanish Security Agent (as applicable) for the benefit of the Lenders in the
applicable property of such Subsidiary (which, for the avoidance of doubt, shall be limited to the kind and type of property pledged as
Collateral on the Closing Date, taking into account the jurisdiction of organization of such Subsidiary); provided that whether a
Subsidiary shall be obligated to become a Guarantor and execute and deliver the Loan Documents described in clauses (i), (ii) and (iii)
above (and the respective forms thereof) shall be subject to the Agreed Guaranty Principles and the Agreed Security Principles. Subject
to the Agreed Security Principles, each Loan Party creating or acquiring a Subsidiary shall grant and perfect a Prior Security Interest to
the Administrative Agent, the UK Security Trustee or the Spanish Security Agent (as applicable) for the benefit of the Lenders in the
Equity Interests of such Subsidiary. If, at any time, any Subsidiary of the Borrower is a borrower or guarantor under the 2022 Notes or
any refinancing thereof, but is not a Guarantor hereunder, such Subsidiary shall join this Agreement as a Guarantor in the manner
prescribed in this Section 8.2.9; provided that, in such case, the Agreed Guaranty Principles shall apply only if and to the extent that
they apply under the 2022 Notes or such refinancing.

(b) Each of the Loan Parties shall not become or agree to become a party to a Joint Venture, except as permitted
under Section 8.2.4 [Loans, Guaranties and Investments].

(c) Guaranties and security documents required under paragraph (a) of this Section 8.2.9 shall be subject to the
following limitations with respect to a Guarantor that is a French Person (a “French Guarantor”):

(i) Its obligations hereunder and under its Guaranty Agreement and any other Loan Document shall apply only
insofar as may be required to:

(A) guarantee the payment obligations under the Loan Documents of its direct or indirect Subsidiaries which are or
become a Loan Party from time to time under this Agreement and which are incurred by those Subsidiaries as
borrowers (if they are not French Persons) and/or as borrowers or Guarantors (if they are French Persons); and

(B) guarantee the payment obligations of the Borrower or other Guarantors which are not direct or indirect
Subsidiaries of such French Guarantor, provided that in such case such guarantee shall (1) be limited to the payment
obligations of all such other Guarantors under the Loan Documents and (2) not exceed an amount equal to the
aggregate of all amounts borrowed by such other Guarantors under this Agreement (either directly or indirectly by
way of intercompany loan(s) made to such other Guarantors directly or indirectly by the Borrower or by other

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 Guarantors) and (without double counting) on-lent to such French Guarantor by way of intercompany loan(s), directly
or indirectly from the Borrower or other Guarantors and outstanding from time to time (such amount being the
“Maximum Guaranteed Amount”).

(ii) Any payment made by a French Guarantor under paragraph (c)(i)(B) above shall reduce pro tanto the
outstanding amount of the intercompany loans due by such French Guarantor to the Borrower or other Guarantor under the
intercompany loans referred to in that paragraph.

(iii) For the avoidance of doubt, any payment made by a French Guarantor in respect of the payment obligations
of the Borrower or a Guarantor referred to in paragraph (c)(i)(B) above shall reduce the relevant Maximum Guaranteed Amount.
Notwithstanding any other provision of this Section 8.2.9(c), the Guaranty Agreement of any French Guarantor or any other
Loan Documents, no French Guarantor shall guarantee liabilities under any Loan Document which would result in such French
Guarantor not complying with the French financial assistance rules as set out in article L.225-216 of the French Commercial
Code (Code de Commerce) and/or would constitute a misuse of corporate assets within the meaning of article L.241-3, L.242-6
or L.244-1 of the French Commercial Code (Code de commerce) or any other applicable laws or regulations having the same
effect, as interpreted by French courts.

(iv) It is acknowledged that such French Guarantor is not acting jointly and severally with any other Loan Party as
to its obligations pursuant to the guarantee given in accordance with this Section 8.2.9 and any guaranty agreement.

(v) The representations and warranties made in Section 6 hereof and any covenants made by any French
Guarantor shall be strictly limited to matters related to such French Guarantor and its Subsidiaries and shall not be joint and
several with other Loan Parties.

(d) The obligations and liabilities of any Guarantor that is a Spanish Person (a “Spanish Guarantor”) hereunder,
under its Guaranty Agreement and under any other Loan Document, to the extent applicable on to any Spanish Guarantor, shall be
deemed not to be assumed by such Spanish Guarantor to the extent that they constitute or may constitute unlawful financial assistance
within the meaning of article 150 of the Spanish Companies Law (where the company is a Spanish public company (Sociedad
Anónima)) or article 143 of the Spanish Companies Law (where the company is a Spanish limited liability company (Sociedad de
Responsabilidad Limitada)). Accordingly, the obligations and liabilities of any Spanish Guarantor hereunder or under such other Loan
Document, to the extent applicable on to any Spanish Guarantor, shall not include and shall not be extended to any repayment
obligations in respect of financing used in or towards the payment of or refinancing of the purchase price or subscription for the shares
or quotas in the Spanish Guarantor and/or the acquisition of or subscription for the shares or quotas in its controlling corporation
directly or indirectly (or, where the company is a Spanish limited liability company (Sociedad de Responsabilidad Limitada), of any
company of its group). The guarantee, indemnity and other obligations of any Spanish Guarantor incorporated as a Spanish limited
liability company (Sociedad de Responsabilidad Limitada) expressed to be

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assumed by it under the guarantee of any Spanish Guarantor shall not include and shall not extend to any obligations which could
reasonably be expected to result in a breach of article 401 of the Spanish Capital Companies Act, to the extent the restrictions under
article 401 of the Spanish Capital Companies Act may be applicable to such Spanish Guarantor.

(e) In no event shall (i) the Aggregate Sales Percentage be less than 85% at any time, (ii) the Aggregate Asset
Percentage be less than 85% at any time, or (iii) the Aggregate EBITDA Percentage be less than 85% at any time, it being understood
and agreed that, the Borrower shall cause additional Subsidiaries (other than any Subsidiary that is a Joint Venture that is restricted
from becoming a Guarantor pursuant to the terms of the applicable joint venture agreement) to become Guarantors and pledge certain
assets as Collateral as provided in paragraph (a) of this Section 8.2.9 to the extent necessary to comply with this Section 8.2.9(d)
within sixty (60) days (or such longer period as agreed to by the Administrative Agent in writing in its sole discretion) after such
percentages are not satisfied.

(f) The Administrative Agent promptly shall cause a Guarantor to be released from its obligations hereunder, under its
Guaranty Agreement and the other Loan Documents to which it is a party and any pledge of the Equity Interests of such Guarantor’s
Subsidiaries to be released (to the fullest extent permitted by law), upon (a) certification by a Financial Officer on behalf of the
Borrower to the Administrative Agent that such Guarantor is no longer (i) a Material Subsidiary and (ii) after giving effect to the release
of such Subsidiary as a Guarantor, the Loan Parties shall be in compliance with the Aggregate Sales Percentage, Aggregate Asset
Percentage and Aggregate EBITDA Percentage requirements set forth in paragraph (e) of this Section 8.2.9 or (b) the consummation of
any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary. In connection with any
termination or release pursuant to this Section 8.2.9(f), the Administrative Agent, on behalf of the Lenders, shall execute and deliver
(and is hereby authorized by each Lender) to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall
reasonably request to evidence such termination or release.

8.2.10 Continuation of or Change in Business. Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to, engage in any businesses other than the respective current businesses thereof and any similar, ancillary or related
businesses.

8 .2 .1 1 Fiscal Year. The Borrower shall not, and shall not permit any Subsidiary of the Borrower to, change its
fiscal year from the twelve-month period beginning January 1 and ending December 31.

8.2.12 [Reserved].

8.2.13 Changes in Organizational Documents. Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to, amend its certificate of incorporation (including any provisions or resolutions relating to Equity Interests), by-laws,
certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement, articles of
association or other organizational documents in any respect materially adverse to the interest of the Lenders without the prior written
consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned or delayed).

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 8 .2 .1 4 Capital Expenditures and Leases. The Loan Parties shall not permit aggregate payments on account of
Capital Expenditures by the Borrower and its Subsidiaries on a consolidated basis to exceed (a) $150,000,000 in the fiscal year ending
December 31, 2018 and (b) 135,000,000 in any fiscal year ending thereafter; provided that, (i) unused permitted Capital Expenditure
amounts for a fiscal year may be rolled-over only into the immediately following fiscal year and (ii) each fiscal year’s permitted amount
set forth in, as applicable clause (a) or clause (b) shall be used first before any roll-over amount is used, such that a roll-over amount
shall not be used to increase the roll-over amount in any future year; and provided, further, that Capital Expenditures that do not
exceed $50,000,000 in the aggregate during the term of this Agreement made for the [describe solar project] shall be excluded from the
limitations in this Section 8.2.14.

8.2.15 Sale and Leaseback Transactions Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property used or
useful in its business (other than the Finance Lease Energy Assets), whether now owned or hereafter acquired, and thereafter rent or
lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or
transferred (a “Sale and Leaseback Transaction”), unless (a) the sale or transfer of the property thereunder is permitted under Section
8.2.7 [Dispositions of Assets or Subsidiaries], (b) any Indebtedness with respect to Capital Lease Obligations or Synthetic Lease
Obligations arising in connection therewith is permitted under Section 8.2.1 [Indebtedness] and (c) any Liens arising in connection
therewith are permitted under Section 8.2.2 [ Liens; Lien Covenants].

8 .2 .1 6 Maximum Net Total Leverage Ratio. The Loan Parties shall not permit the Net Total Leverage Ratio to
exceed (a) as of the end of any fiscal quarter ending on or after December 31, 2017 through and including the fiscal quarter ending
December 31, 2019, 3.50 to 1.00 and (b) as of the end of any fiscal quarter ending on or after March 31, 2020, 3.00 to 1.00.

8 .2 .1 7 Minimum Interest Coverage Ratio. The Loan Parties shall not permit the Interest Coverage Ratio to be
less than 2.25 to 1.00 as of the end of any fiscal quarter ending after the Closing Date.

8 .2 .1 8 UK Pensions Borrower shall ensure that neither it nor any of its Subsidiaries has been at any time an
employer (for the purposes of sections 38 to 51 of the UK Pensions Act) of an occupational pension scheme which is not a money
purchase scheme (both terms as defined in the Pension Schemes Act 1993) or "connected" with or an "associate" of (as those terms are
used in sections 38 or 43 of the UK Pensions Act 2004) such an employer.

8 .2 .1 9 Limitation on Negative Pledges. Each of the Loan Parties shall not, and shall not permit any Subsidiary,
to enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of such Loan Party or any of its
Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, to secure the Obligations, other than (a) this Agreement and the other Loan Documents (b) with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with a disposition of assets permitted under this Agreement
of all or substantially all of the equity interests or assets of such Subsidiary, (c) any agreements governing any Capital Lease
Obligations, Synthetic Lease Obligations or other Purchase Money Security

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Interests otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed
thereby), (d) any agreements governing any Indebtedness permitted under this Agreement and existing on the Closing Date, as such
agreements provide on the Closing Date, (e) customary provisions restricting assignment of any licensing agreement (in which a Loan
Party or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course
of business and (f) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any
lease governing any leasehold interests of a Loan Party and its Subsidiaries.

8 . 3 Reporting Requirements. The Borrower will furnish or cause to be furnished to the Administrative Agent, for the
benefit of each Lender and the Administrative Agent:

8 .3 .1 Quarterly Financial Statements. As soon as available and in any event no later than forty-five (45)
calendar days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, financial statements of the
Borrower, consisting of a condensed consolidated balance sheet as of the end of such fiscal quarter and related condensed consolidated
statements of income and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and
certified (subject to normal year-end audit adjustments) by a Financial Officer of the Borrower as having been prepared in accordance
with IFRS, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date
and period in the previous fiscal year.

8 .3 .2 Annual Financial Statements. As soon as available and in any event no later than the earlier of (a) the
120th day after the end of each fiscal year of the Borrower and (b) the Business Day following the filing of the Borrower’s Form 20-F for
such fiscal year with the SEC (or other equivalent form with other equivalent governmental authority), financial statements of the
Borrower consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income and
cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the
end of and for the preceding fiscal year, and audited by independent certified public accountants of nationally recognized standing
selected by the Borrower. The certificate or report of accountants shall be free of qualifications (other than any consistency
qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur
or any going concern or scope of the audit qualification with respect to, or that may result from, an upcoming maturity date or a
potential inability to satisfy any future covenant on a future date or for a future period). The Borrower shall be deemed to have
furnished any such information required to be delivered pursuant to this Section 8.3.2 if and when it posts such information on the
publicly available website maintained by or on behalf of the Securities and Exchange Commission for access to documents filed in the
EDGAR database (the “EDGAR Website”).

8 .3 .3 Certificates of the Borrower. (a) Concurrently with the financial statements of the Borrower furnished to
the Administrative Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial
Statements], (i) a certificate (each a “Compliance Certificate”) of the Borrower signed by a Financial Officer of the Borrower, in the form
o f Exhibit 8.3.3 and (ii) information reasonably satisfactory to the Administrative Agent demonstrating in reasonable detail that the
Aggregate Sales Percentage as of the end of the applicable period was not less than 85%, the Aggregate Asset Percentage as of the

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end of the applicable period was not less than 85%, and the Aggregate EBITDA Percentage as of the end of the applicable period was
not less than 85%; and (b) concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the
Lenders pursuant to Section 8.3.2 [Annual Financial Statements] an updated perfection certificate (or, as appropriate, certificate
confirming the absence of any change from the prior perfection certificate) for each Loan Party (in form and content consistent with the
perfection certificates delivered to the Administrative Agent on the Closing Date) as of a date not earlier than ten (10) Business Days
prior to the date of such Compliance Certificate.

8.3.4 Notices.

8.3.4.1 Default. Promptly after any officer of any Loan Party has learned of the occurrence of an Event
of Default or Potential Default, a certificate signed by an Authorized Officer setting forth the details of such Event of Default or
Potential Default and the action which such Loan Party proposes to take with respect thereto.

8.3.4.2 Litigation. Promptly after the commencement thereof, notice of all actions, suits, proceedings or
investigations before or by any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which relate
to the Collateral, involve a claim or series of claims in excess of $10,000,000 or which if adversely determined would constitute a
Material Adverse Change.

8.3.4.3 Organizational Documents. Promptly following the effectiveness thereof (unless the prior written
consent of the Required Lenders is required in accordance with Section 8.2.13 [Changes in Organizational Documents]), any
amendment to the organizational documents of any Loan Party.

8.3.4.4 Erroneous Financial Information. In the event that the Borrower or its accountants conclude or
advise that any previously issued financial statement, audit report or interim review should no longer be relied upon or that disclosure
should be made or action should be taken to prevent future reliance, promptly (and in any event within three (3) Business Days)
following such conclusion or advice, notice in writing setting forth the details thereof and the action which the Borrower proposes to
take with respect thereto.

8 . 3 . 4 . 5 Pension Plan Event. Promptly (and in any event within five (5) Business Days) after (a) a
Financial Officer of Globe has learned of the occurrence of any ERISA Event, notice in writing setting forth the details thereof and the
action which Globe proposes to take with respect thereto and (b) a Financial Officer of the Borrower or a Non-US Guarantor has learned
of the occurrence of any EU Plan Event, notice in writing setting forth the details thereof and the action which such Loan Party
proposes to take with respect thereto.

8 .3 .4 .6 UK Significant Control Regime. Promptly (and in any event, within the relevant timeframe)
comply with any notice it receives pursuant to Part 21A of the UK Companies Act from any company incorporated in the United
Kingdom whose shares form a part of the Collateral, and provide the UK Security Trustee a copy of that notice.

8.3.4.7 Other Reports. Promptly upon their becoming available to the Borrower:

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 ( a ) Annual Budget. The annual budget and any forecasts or projections of the Borrower and its
Subsidiaries for each fiscal year shall be supplied not later than sixty (60) days after the commencement of such fiscal year,

(b ) Management Letters. Any reports including management letters submitted to the Borrower by
independent accountants in connection with any annual, interim or special audit,

(c) SEC Reports; Shareholder Communications. Reports, including Forms 20-F and 6-K, registration
statements and prospectuses and other shareholder communications, filed by the Borrower with the Securities and Exchange
Commission of the United States; provided that posting of such information on the EDGAR Website shall constitute delivery for
purposes of this Section 8.3.4.7(c), and

(d) Other Information. Such other reports and information (including financial and other information
in respect of the Person or business that is the subject of a Permitted Acquisition, unless such information is not reasonably available or
would impose an unreasonable expense on a Loan Party or its Subsidiary) as any of the Lenders may from time to time reasonably
request.

9. DEFAULT

9.1 Events of Default. An Event of Default shall mean the occurrence or existence of any one or more of the following
events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):

9 . 1 . 1 Failure to Pay. The Borrower shall fail to pay (i) any principal of any Loan (including scheduled
installments, mandatory prepayments or the payment due at maturity), Reimbursement Obligation or Letter of Credit Obligation when
due in accordance with the terms hereof or (ii) any interest on any Loan, Reimbursement Obligation or Letter of Credit Obligation, any
Commitment Fee, Letter of Credit Fee or any other amount owing hereunder within three (3) Business Days of the date on which such
interest or other amount becomes due in accordance with the terms hereof;

9.1.2 Breach of Warranty. Any representation or warranty made at any time by any of the Loan Parties herein or
by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the
provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made (or deemed
made) or furnished;

9.1.3 Reserved.

9 .1 .4 Breach of Negative Covenants, Visitation Rights or Anti-Terrorism Laws. Any of the Loan Parties shall
default in the observance or performance of any covenant contained in Section 8.1.5 [Visitation Rights], Section 8.1.9 [Anti-Terrorism
Laws; International Trade Law Compliance] or Section 8.2 [Negative Covenants];

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 9.1.5 Breach of Other Covenants. Any of the Loan Parties shall default in the observance or performance of any
other covenant, condition or provision hereof or of any other Loan Document and such default shall continue for a period of thirty (30)
days after the earlier of (a) notice of such default to the Borrower from the Administrative Agent or any Lender and (b) actual
knowledge of such default by an officer of such Loan Party;

9 .1 .6 Defaults under 2022 Notes or Other Agreements or Indebtedness. (a) An “Event of Default” (as defined in
the 2022 Indenture, including an equivalent event so named or otherwise named under any document evidencing or governing a
refinancing thereof) shall occur, or (b) a default or event of default shall occur at any time under the terms of one or more other
agreements involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary
of any Loan Party may be obligated as a borrower or guarantor in excess of $25,000,000 in the aggregate, and such default or event of
default consists of the failure to pay (beyond any period of grace permitted with respect thereto) any Indebtedness when due (whether at
stated maturity, by acceleration or otherwise) or if such default or event of default permits or causes the acceleration of any
Indebtedness or the termination of any commitment to lend;

9 .1 .7 Final Judgments or Orders. Any final judgment or judgments or order or orders for the payment of money
in excess of $25,000,000 in the aggregate, in each case to the extent not adequately covered by insurance as to which a solvent and
unaffiliated insurance company has acknowledged coverage in writing, shall be entered against any Loan Party by a court having
jurisdiction in the premises, which judgment is, or judgments are, not discharged, vacated, bonded or stayed pending appeal within a
period of sixty (60) days from the date of entry;

9 .1 .8 Loan Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding
agreements enforceable against the party executing the same or such party’s successors and assigns (as permitted under the Loan
Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or
become or be declared ineffective or inoperative or shall in any way be challenged or contested by a party to a Loan Document or cease
to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created
thereby;

9 .1 .9 Uninsured Losses; Proceedings Against Assets. There shall occur any material uninsured damage to or
loss, theft or destruction of any of the Collateral in each case having an aggregate value in excess of $25,000,000, or the Collateral or
any other of the Loan Parties’ or any of their Subsidiaries’ assets, in each case having an aggregate value in excess of $25,000,000, are
attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee,
custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

9.1.10 Events Relating to Pension Plans and Multiemployer Plans. (a) An ERISA Event occurs with respect to a
Pension Plan which has resulted or could reasonably be expected to result in liability of Globe or any member of the ERISA Group
under Title IV of ERISA to the Pension Plan or the PBGC in an aggregate amount in excess of $10,000,000, or Globe or any member of
the ERISA Group fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its
withdrawal liability under

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Section 4201 of ERISA under a Multiemployer Plan, where the aggregate amount of unamortized withdrawal liability is in excess of
$10,000,000, or (b) an EU Plan Event occurs with respect to a Pension Plan which has resulted or could reasonably be expected to result
in liability of the Borrower or a Non-US Guarantor in an aggregate amount in excess of $10,000,000.

9.1.11 Change of Control. A Change of Control shall occur.

9 .1 .1 2 Insolvency Proceedings. (i) An Insolvency Proceeding shall have been instituted against any Loan Party
or Subsidiary of a Loan Party and (other than with respect to Insolvency Proceedings against a UK Person or under UK Law) such
Insolvency Proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall
enter a decree or order granting any of the relief sought in such Insolvency Proceeding,
(ii) any Loan Party or Subsidiary of a Loan Party institutes, or takes any action in furtherance of, an Insolvency Proceeding, or (iii) any
Loan Party or any Subsidiary of a Loan Party ceases to be Solvent or admits in writing its inability to pay its debts as they mature.

9.2 Consequences of Event of Default.

9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of
Default specified under Sections 9.1.1 through 9.1.11 shall occur and be continuing, the Lenders and the Administrative Agent shall be
under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the
Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the Borrower, declare the unpaid
principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the
Borrower to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be
immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon,
deposit in a non-interest-bearing account with the Administrative Agent, as Cash Collateral for its Obligations under the Loan
Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding
Letters of Credit, and the Borrower hereby pledges to the Administrative Agent, the UK Security Trustee, the Spanish Security Agent
and the Lenders, and grants to the Administrative Agent, the UK Security Trustee, or the Spanish Security Agent and the Lenders a
security interest in, all such cash as security for such Obligations; and

9 .2 .2 Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Section

9.1.12 [Insolvency Proceedings] shall occur, the Lenders shall be under no further obligations to make Loans hereunder and the Issuing
Lender shall be under no obligation to issue Letters of Credit and the unpaid principal amount of the Loans then outstanding and all
interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder shall be
immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived;
and

9.2.3 Set-off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the
Swing Loan Lender and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to
be bound by the

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provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender,
the Swing Loan Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of
the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the
Issuing Lender, the Swing Loan Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, the Swing
Loan Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although
such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender,
the Issuing Lender or the Swing Loan Lender different from the branch or office holding such deposit or obligated on such
Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off
shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.10
[Defaulting Lenders] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held
in trust for the benefit of the Administrative Agent, the Issuing Lender, and the Lenders, and (ii) the Defaulting Lender shall provide
promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as
to which it exercised such right of setoff. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants
under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender, the
Swing Loan Lender or their respective Affiliates and participants may have. Each Lender, the Issuing Lender and the Swing Loan
Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the
failure to give such notice shall not affect the validity of such setoff and application; and

9 .2 .4 Application of Proceeds. From and after the date on which the Administrative Agent has taken any action
pursuant to this Section 9.2 and until Payment in Full, any and all proceeds received by the Administrative Agent from any sale or other
disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as
follows:

(a ) First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and
other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the UK Security Trustee in its
capacity as such, the Spanish Security Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan
Lender in its capacity as such, ratably among the Administrative Agent, the UK Security Trustee, the Spanish Security Agent, the
Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause First payable to them;

(b) Second, to payment of that portion of the Obligations constituting fees, indemnities and other
amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among
the Lenders in proportion to the respective amounts described in this clause Second payable to them;

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 (c ) Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on
the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause
Third payable to them;

(d ) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans,
Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Hedges, Lender Provided
Foreign Currency Hedges, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and
the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Hedges Lender Provided Foreign Currency Hedges,
and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by
them;

(e) Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize
any undrawn amounts under outstanding Letters of Credit; and

(f) Last, the balance, if any, to the Loan Parties or as required by Law.

Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non- Qualifying Party shall be paid with
amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of
remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap
Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall
be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with
respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.4.

10. THE ADMINISTRATIVE AGENT

10.1 Appointment and Authority. Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 10 are solely for the benefit
of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as
a third party beneficiary of any of such provisions.

1 0 .2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or
any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.

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 10.3 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Potential Default or Event of Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take
any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any
Loan Document or applicable Law; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates
that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1 [Modifications, Amendments
or Waivers] and 9.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice
describing such Potential Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or the Issuing
Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any
Potential Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 [Conditions of
Lending and Issuance of Letters of Credit] or elsewhere herein, other than to confirm receipt of items expressly required to be delivered
to the Administrative Agent.

1 0 .4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any
electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed,

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sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or
by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is
satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such
Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative
Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

1 0 .6 Resignation of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to
the Lenders, the Issuing Lender, the Swing Loan Lender and the Borrower. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to
appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives
notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”),, then the
retiring Administrative Agent may on behalf of the Lenders, the Issuing Lender and the Swing Loan Lender appoint a successor
Administrative Agent; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person
has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such
Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by
the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or
removed Administrative Agent shall be discharged from its duties

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and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders, the Issuing Lender or the Swing Loan Lender under any of the Loan Documents, the
retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender, the Issuing Lender and the Swing Loan Lender directly, until such
time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent, and the retiring or removed
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the
retiring or removed Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section
10 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring or removed
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d) If PNC resigns or is removed as Administrative Agent under this Section 10.6, PNC shall also resign or be removed as
the UK Security Trustee, the Spanish Security Agent and an Issuing Lender and the Swing Loan Lender. Upon the appointment of a
successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as
the retiring or removed Issuing Lender, PNC as the retiring or removed Swing Loan Lender and PNC as the retiring or removed
Administrative Agent and PNC shall be discharged from all of its respective duties and obligations as Issuing Lender, Swing Loan
Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit
issued by PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC to effectively assume
the obligations of PNC with respect to such Letters of Credit and (iii) advance a Swing Loan in the aggregate principal amount of all
Swing Loans advanced by the Swing Loan Lender and not repaid, if any, outstanding at the time of such succession.

1 0 .7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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 10.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Arrangers or syndication or
documentation agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of
the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder.

1 0 . 9 Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent a nonrefundable fee (the
“Administrative Agent’s Fee ”) under the terms of a letter (the “Administrative Agent’s Letter ”) between the Borrower and
Administrative Agent, as amended from time to time.

1 0 .1 0 Authorization to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative
Agent to release (a) any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or
transfer permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations,
Acquisitions], and (b) any Guarantor from its obligations under the Guaranty Agreement and the Collateral Documents (i) if the
ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries
of the Loan Parties in a transaction permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations,
Mergers, Consolidations, Acquisitions] or (ii) such Guarantor is otherwise entitled to such release pursuant to Section 8.2.9(f)
[Subsidiaries, Partnerships and Joint Ventures].

10.11 No Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that
neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s,
Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to
the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or
replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items
relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions
hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government
lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other Laws. Regulations or such other
Laws.

10.12 Agent for French Collateral Documents and Related Matters.

(a) Appointment. (i) For the avoidance of doubt, each Lender has appointed the Administrative Agent as its
agent (mandataire within the meaning of Article 1984 of the French Code Civil), to act in its name and on its behalf under and in
connection with the Loan Documents; and (ii) each Lender (acting in any capacity hereunder and thereunder) authorizes the
Administrative Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and
discretions specifically given to the Administrative Agent under or in connection with any Loan Document together with any other
incidental rights, powers, authorities and discretions.

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 (b) Instructions. (i) The Administrative Agent shall:

(A) unless a contrary indication appears herein or therein, exercise or refrain from exercising any right, power,
authority or discretion vested in it as Administrative Agent in accordance with any instructions given to it by the Lenders,
acting in any capacity; and

(B) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with clause (A) above
(and then only in the case of gross negligence or wilful misconduct of the Administrative Agent);

(ii) in the absence of instructions, the Administrative Agent may act (or refrain from acting) as it considers to be in the best interest of
the Lenders; and (iii) the Administrative Agent is not authorized to act on behalf of a Lender, acting in any capacity hereunder or
thereunder (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in France relating to the Loan
Documents.

11. MISCELLANEOUS

11.1 Modifications, Amendments or Waivers. With the written consent of the Required Lenders, the Administrative Agent,
acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written agreements
amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties
hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent
made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that no such agreement, waiver
or consent may be made which will:

11.1.1 Increase of Commitment. Increase the amount of the Revolving Credit Commitment of any Lender
hereunder without the consent of such Lender;

11.1.2 Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment.
Whether or not any Loans are outstanding, extend the Expiration Date or the time for payment of principal or interest of any Loan
(excluding the due date of any mandatory prepayment of a Loan), the Commitment Fee or any other fee payable to any Lender, or
reduce the principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to any
Lender, without the consent of each Lender directly affected thereby;

1 1 .1 .3 Release of Collateral or Guarantor. Except for releases authorized under Section 10.10 [Authorization to
Release Collateral and Guarantors], release all or substantially all of the Collateral or any Guarantor from its Obligations under the
Guaranty Agreement without the consent of all Lenders (other than Defaulting Lenders); or

1 1 .1 .4 Miscellaneous. Amend the definition of “Optional Currency” or Section 2.11.2(c) [Requests for
Additional Optional Currencies], Section 2.12 [Extensions of the Expiration Date], Section 5.2 [Pro Rata Treatment of Lenders], Section
10.3 [Exculpatory Provisions] or Section 5.3 [Sharing of Payments by Lenders] or this Section 11.1, alter any

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provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any
percentage specified in the definition of Required Lenders, in each case without the consent of all of the Lenders (other than Defaulting
Lenders);

provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent, the
UK Security Trustee, the Spanish Security Agent, the Issuing Lender, or the Swing Loan Lender may be made without the written
consent of the Administrative Agent, the UK Security Trustee, the Spanish Security Agent, the Issuing Lender or the Swing Loan
Lender, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in
Sections 11.1.1 through 11.1.4 above, the consent of the Required Lenders is obtained but the consent of one or more of such other
Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace
any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 11.14 [Replacement of a Lender].
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each
affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the
Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (y) any waiver,
amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender
disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

In addition, notwithstanding anything in this Section 11.1 to the contrary, if the Administrative Agent and the Borrower shall have
jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents,
then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall
become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in
writing by the Required Lenders to the Administrative Agent within five (5) Business Days following receipt of notice thereof.

11.2 No Implied Waivers; Cumulative Remedies. No course of dealing and no delay or failure of the Administrative Agent
or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any
other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further
exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders
under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would
otherwise have.

11.3 Expenses; Indemnity; Damage Waiver.

11.3.1 Costs and Expenses. The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses
incurred by the Administrative Agent (which, for the purposes of this Section 11.3, shall be deemed to include, if applicable, the
Spanish Security Agent and the UK Security Trustee) and its Affiliates and the Arrangers (including the reasonable and invoiced fees,
charges and disbursements of one firm of lead counsel and one firm of local counsel in each

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applicable jurisdiction for the Administrative Agent and the Arrangers), in connection with the syndication of the credit facilities
provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), including any notarial, registration and administrative fees and any stamp
duties arising from the registration or other filings in connection with the foregoing, (ii) all reasonable and invoiced out-of-pocket
expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder, and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative
Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent,
any Lender or the Issuing Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit
issued hereunder, including all such reasonable and invoiced out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

1 1 .3 .2 Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-
agent thereof), each Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the reasonable and invoiced fees, charges and disbursements of one firm of lead counsel for all Indemnitees taken
as a whole, and one local counsel in each applicable jurisdiction for all Indemnitees taken as a whole and, in the event of any conflict
of interest, one additional counsel of each type to each group of similarly affected Indemnitees) incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) breach of
representations, warranties or covenants of the Borrower or any other Loan Party under the Loan Documents, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to
or arising under Environmental Laws, whether based on contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not,
as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (a) are determined by a
court of competent jurisdiction by final and non-appealable judgment to have resulted from (i) the gross negligence or willful
misconduct of such Indemnitee or any of its Related Parties or (ii) a breach in bad faith of such Indemnitee’s obligations (or those of its
Related Parties) hereunder or under any other Loan Document or (b) have not resulted from any act or omission of the Borrower or any
of its Subsidiaries and are being sought by an Indemnitee against another Indemnitee (other than any claims against the Administrative
Agent in such capacity or in fulfilling its role as Administrative

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Agent hereunder). This Section 11.3.2 [Indemnification by the Borrower] shall not apply with respect to Taxes other than any Taxes
that represent losses, claims, damages, etc. arising from any non-Tax claim.

1 1 .3 .3 Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any
amount required under Sections 11.3.1 [Costs and Expenses] or 11.3.2 [Indemnification by the Borrower] to be paid by it to the
Administrative Agent (or any sub-agent thereof), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender or such Related Party, as the case may be, such
Lender’s Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Lender in its capacity as
such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Lender
in connection with such capacity.

11.3.4 Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no party hereto
shall assert, and the parties hereto hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that the provisions of this sentence (a) shall not be
construed to limit the effect of Section 5.10 [Indemnity] or any other payment expressly provided for under the terms of this Agreement
and (b) shall not limit the Borrower’s indemnity and reimbursement obligations to the extent that such special, indirect, consequential
or punitive damages are included in any claim by a third party unaffiliated with any party hereto with respect to which the applicable
Indemnitee is entitled to indemnification under this Section 11.3. No Indemnitee referred to in Section 11.3.2 [Indemnification by
Borrower] shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement
or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent such liability or damages are
determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee.

1 1 .3 .5 Payments. All amounts due under this Section shall be payable not later than ten (10) days after demand
therefor.

1 1 .4 Holidays. Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business
Day such payment shall be due on the next Business Day (except as provided in Section 4.2 [Interest Periods]) and such extension of
time shall be included in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Expiration
Date if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment
of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next
following

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Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment
or action.

11.5 Notices; Effectiveness; Electronic Communication.

1 1 .5 .1 Notices Generally. Except in the case of notices and other communications expressly permitted to be
given by telephone (and except as provided in Section 11.5.2 [Electronic Communications]), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail
or sent by telecopier (i) if to a Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it at
its address set forth on Schedule 1.1(B).

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have
been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the
recipient). Notices delivered through electronic communications to the extent provided in Section 11.5.2 [Electronic
Communications], shall be effective as provided in such Section.

1 1 .5 .2 Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender
hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing
Lender if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving
notices under such Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or
other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for
the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor.

11.5.3 Change of Address, Etc. Any party hereto may change its address, e-mail address or telecopier number for
notices and other communications hereunder by notice to the other parties hereto.

1 1 .6 Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall
be held invalid or unenforceable in whole or in part in any

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jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in
any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.

1 1 .7 Duration; Survival. All representations and warranties of the Loan Parties contained herein or made in connection
herewith shall survive the execution and delivery of this Agreement and the completion of the transactions hereunder and shall
continue in full force and effect until Payment In Full. All covenants and agreements of the Borrower contained herein relating to the
payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the
Notes, Section 5 [Payments] and Section 11.3 [Expenses; Indemnity; Damage Waiver], shall survive Payment In Full. All other
covenants and agreements of the Loan Parties shall continue in full force and effect from and after the date hereof and until Payment In
Full.

11.8 Successors and Assigns.

11.8.1 Successors and Assigns Generally. The provisions of this Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any
other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in
accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in
Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

11.8.2 Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it);
provided that any such assignment shall be subject to the following conditions:

(a) Minimum Amounts.

(i) in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund, no minimum amount need be assigned; and

(ii) in any case not described in clause (a)(i) of this Section 11.8.2, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the
principal

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outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in
the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in
respect of the Revolving Credit Commitment of the assigning Lender, unless each of the Administrative Agent and, so long as no Event
of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or
delayed).

(b ) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate

part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(c ) Required Consents. No consent shall be required for any assignment except to the extent required
by Section 11.8.2(a)(ii) and except for the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed)
and, in addition:

(i) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be
required unless (A) an Event of Default has occurred and is continuing at the time of such assignment or (B) such assignment is to a
Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having
received notice thereof; and

(ii) the consent of each of the Issuing Lender and the Swing Loan Lender (each such consent not to
be unreasonably withheld or delayed) shall be required for any assignment that commences or increases the obligation of the assignee
to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

(d ) Assignment and Assumption Agreement . The parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and
the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the
Administrative Agent.

( e ) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the
Borrower’s Affiliates, Subsidiaries or agents.

(f) No Assignment to Defaulting Lender. No such assignment shall be made to a Defaulting Lender.

(g) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.8.3 [Register], from and after the
effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and,
to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations

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of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party
hereto) but shall continue to be entitled to the benefits of Sections 4.4 [Rate Unascertainable; Etc.], 5.8 [Increased Costs], and 11.3
[Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the effective date of such assignment.
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.8.2
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with Section 11.8.4 [Participations].

If a Lender assigns or transfers any of its rights or obligations under this Agreement or changes its Lending Office, and as a result of
circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to an
assignee or transferee Lender or Lender acting through its new Lending Office under Section 5.9 [Taxes], then such Lender shall only
be entitled to receive payment under those subsections to the same extent as the assignor or transferor Lender or Lender acting through
its previous Lending Office would have been if the assignment, transfer or change had not occurred; provided, this paragraph shall not
apply: (i) in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loans; or (ii) in relation
to Section 5.9 [Taxes], to a UK Treaty Lender that has provided the Borrower in writing a confirmation of its scheme reference number
and jurisdiction of tax residence in accordance with Section 5.9 [Taxes] if the Borrower has not made a UK DTTP Filing in respect of
that Lender.

1 1 . 8 . 3 Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall
maintain a record of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to,
each Lender pursuant to the terms hereof from time to time. Such register shall be conclusive, and the Borrower, the Administrative
Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrower and
any Lender, at any reasonable time and from time to time upon reasonable prior notice.

1 1 . 8 . 4 Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates,
Subsidiaries or any agent of any of the foregoing or a Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Issuing
Lender and the Swing Loan Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement.

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree (other than as is
already provided for herein) to any amendment, modification or waiver with respect to Sections 11.1.1 [Increase of Commitment],
11.1.2 [Extension of Payment, Etc.], or 11.1.3 [Release of Collateral or Guarantor]) that affects such Participant. The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 4.4 [Rate Unascertainable, Etc.], 5.8 [Increased Costs], 5.10 [Indemnity]
and 5.9 [Taxes] (subject to the requirements and limitations therein, including the requirements under Section 5.9.9 [Status of Lenders]
(it being understood that the documentation required under Section 5.9.9 [Status of Lenders] shall be delivered to the participating
Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.8.2 [Assignments
by Lenders]; provided that such Participant (A) agrees to be subject to the provisions of Section 5.6.3 [Designation of a Different
Lending Office] and Section 11.14 [Replacement of a Lender] and as if it were an assignee under Section 11.8.2 [Assignments by
Lenders]; and (B) shall not be entitled to receive any greater payment under Sections 5.8 [Increased Costs] or 5.9 [Taxes], with respect
to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that
sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate
the provisions of Section 5.6.3 [Designation of Different Lending Office] and Section 11.14 [Replacement of a Lender] with respect to
any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.2.3 [Set-off] as
though it were a Lender; provided that such Participant agrees to be subject to Section 5.3 [Sharing of Payments by Lenders] as though
it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a
register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any
Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the
owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,
the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

11.8.5 Certain Pledges; Successors and Assigns Generally. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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 11.9 Confidentiality.

1 1 . 9 . 1 General. Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the
confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-
regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender,
the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or the other
Loan Parties that is not, to the actual knowledge of the Person making disclosure (and with no such Person having any obligation to
make any investigation in connection therewith), subject to contractual or fiduciary confidentiality obligations owing to the Borrower,
its Subsidiaries or their respective representatives with respect to such information. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised
the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information. Notwithstanding the foregoing, (A) none of the Administrative Agent, any Lender, an Issuing Lender, the Swing Loan
Lender or any Related Party shall have any liability under this Section 11.9 [Confidentiality] unless its breach hereunder is determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful
misconduct, and (B) on and after the Closing Date, each Lender and the Arrangers shall be entitled to place (at their own expense) a so-
called ‘tombstone’ advertisement in various publications and report the effectiveness of this Agreement and the credit facility
contemplated hereby to league tables and similar services.

1 1 .9 .2 Sharing Information With Affiliates of the Lenders. Each Loan Party acknowledges that from time to time
financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in
connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the
Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries
pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 11.9.1 [General].

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 11.10 Counterparts; Integration; Effectiveness.

11.10.1 Counterparts; Integration; Effectiveness. This Agreement and each of the other Loan Documents may be
executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract; provided that such execution in counterparts shall not be used for any
Loan Document (or any certificate delivered hereunder or thereunder) if the effectiveness or validity thereof would be impaired, limited
or otherwise adversely affected under the Law that governs or is otherwise applicable to such Loan Document or certificate or the party
executing same (the provisions of this proviso being the “Counterpart Exception”). This Agreement and the other Loan Documents,
and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof including any prior confidentiality agreements and commitments. Except as provided in Section 7
[Conditions of Lending and Issuance of Letters of Credit], this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear
the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or, subject
to the Counterpart Exception, any other Loan Document, or any certificate delivered hereunder or thereunder, by telecopy or e-mail
shall be effective as delivery of a manually executed counterpart of this Agreement or, subject to the Counterpart Exception, such other
Loan Document or certificate.

11.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF
JURY TRIAL.

11.11.1 Governing Law. Except as provided in Section 12.27 [Section 12 Governing Law] below, this Agreement
shall be deemed to be a contract under the Laws of the State of New York without regard to its conflict of laws principles. Each standby
Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules
of the International Standby Practices (ICC Publication Number 590) (“ISP98”), as determined by the Issuing Lender, and each trade
Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent therewith, the Laws of the State of New York
without regard to its conflict of laws principles.

1 1 . 1 1 . 2 SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY

IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE

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FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY
LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.

1 1 . 1 1 . 3 WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION
11.11. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.

1 1 . 1 1 . 4 SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF

PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC
COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Without limiting the terms or effectiveness of any of the preceding provisions of this Section 11.11.4, each of the
Borrower, Grupo, FerroAtlántica and FerroPem hereby irrevocably designates, appoints and empowers Globe, at its address from time to
time in effect under Section 11.5 [Notices; Effectiveness; Electronic Communication], as its designee, appointee and agent to receive,
accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summon, notices and
documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to
be available to act as such, each of the Borrower, Grupo, FerroAtlántica and FerroPem agrees to designate a new designee, appointee
and agent in the United States of America on the terms and for the purposes of this provision reasonably satisfactory to the
Administrative Agent.

1 1 . 1 1 . 5 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS

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REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

1 1 .1 2 USA PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is
required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of
Loan Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in
accordance with the USA PATRIOT Act.

11.13 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in
any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on
it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to
any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion
powers of any EEA Resolution Authority.

11.14 Replacement of a Lender. In the event any Lender (i) is a Lender to be Terminated under Section 2.12.3 [Approval by
Required Lenders], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrower to pay any additional
amount to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], (iii) is a Defaulting Lender,
(iv) becomes subject to the control of an Official Body (other than normal and customary supervision), (v) is a Non-Consenting Lender
referred to in Section 11.1 [Modifications, Amendments or Waivers], or (vi) rejects a request from the Borrower, accepted by the
Administrative Agent and the Required Lenders, to permit a Revolving Credit Loan to be made in an additional optional currency
pursuant to Section 2.11.2(c) [Requests for Additional Optional

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Currencies], then in any such event the Borrower may, at the sole expense of the Borrower, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights and obligations under this
Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8
[Successors and Assigns];

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and
Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 5.8.1 [Increased Costs
Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a reduction in such
compensation or payments thereafter;

(d) such assignment does not conflict with applicable Law; and

(e) in the case of an assignment resulting from a Lender becoming a Non- Consenting Lender, the applicable
assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

12. THE UK SECURITY TRUSTEE

12.1 UK Security Trustee as Trustee

(a) Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the UK Security
Trustee under the Loan Documents.

(b) The UK Security Trustee declares that it holds the UK Collateral on trust for itself, the Administrative Agent, the Issuing
Bank and the Lenders (collectively, and together with the Spanish Security Agent, the “ Secured Parties”) on the terms contained in this
Agreement.

(c) Each of the Secured Parties authorizes the UK Security Trustee to perform the duties, obligations and responsibilities and
to exercise the rights, powers, authorities and discretions specifically given to the UK Security Trustee under or in connection with the
Loan Documents together with any other incidental rights, powers, authorities and discretions.

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 (d) To the extent only that the security trust established by this Section 12 is not effective to confer the benefit of the UK
Collateral upon any Secured Party, the UK Security Trustee shall act as security agent, and not as security trustee, for the relevant
Secured Party in respect of the UK Collateral.

12.2 Enforcement through UK Security Trustee only. The Secured Parties shall not have any independent power to enforce, or
have recourse to, any of the UK Collateral or to exercise any right, power, authority or discretion arising under the UK Collateral
Documents except through the UK Security Trustee.

12.3 Instructions

(a) The UK Security Trustee shall:

(i) subject to paragraphs (c) and (d) below, exercise or refrain from exercising any right, power, authority or discretion
vested in it as UK Security Trustee in accordance with any instructions given to it by the Administrative Agent; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i)
above.

(b) The UK Security Trustee shall be entitled to request instructions, or clarification of any instruction, from the
Administrative Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or
discretion and the UK Security Trustee may refrain from acting unless and until it receives those instructions or that clarification.

(c) Paragraph (a) above shall not apply:

(i) where a contrary indication appears in this Agreement;

(ii) where this Agreement requires the UK Security Trustee to act in a specified manner or to take a specified action; or

(iii) in respect of any provision which protects the UK Security Trustee's own position in its personal capacity as
opposed to its role of UK Security Trustee for the Secured Parties including, without limitation, Section 12.6 to Section 12.11, Section
12.14 to Section 12.19 and Section 12.22 to Section 12.26;

(d) In exercising any discretion to exercise a right, power or authority under the Loan Documents where either:

(i) it has not received any instructions as to the exercise of that discretion; or

(ii) the exercise of that discretion is subject to sub-paragraph (c)(iii) above,

the UK Security Trustee shall do so having regard to the interests of all the Secured Parties.

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 (e) The UK Security Trustee may refrain from acting in accordance with any instructions of the Administrative Agent or any
group of Secured Parties until it has received any indemnification and/or security that it may in its discretion require (which may be
greater in extent than that contained in the Loan Documents and which may include payment in advance) for any cost, loss or liability
(together with any applicable value added tax) which it may incur in complying with those instructions.

(f) Without prejudice to the provisions of the remainder of this Section 12.3, in the absence of instructions, the UK Security
Trustee may act (or refrain from acting) as it considers in its discretion to be appropriate.

(g) At any time after receipt by the UK Security Trustee of notice from the Administrative Agent directing the UK Security
Trustee to exercise all or any of its rights, remedies, powers or discretions under any of the Loan Documents, the UK Security Trustee
may, and shall if so directed by the Administrative Agent, take any action as in its sole discretion it thinks fit to enforce the UK
Collateral.

(h) The Secured Parties shall not have any independent power to enforce or have recourse to, any of the UK Collateral or to
exercise any right, power, authority or discretion arising under the UK Collateral Documents except through the UK Security Trustee.

12.4 Duties of the UK Security Trustee

(a) The UK Security Trustee's duties under the Loan Documents are solely mechanical and administrative in nature.

(b) The UK Security Trustee shall promptly forward to the Administrative Agent a copy of any document received by the UK
Security Trustee from the Borrower under any Loan Document.

(c) The UK Security Trustee is not obliged to review or check the adequacy, accuracy or completeness of any document it
forwards to another party.

(d) If the UK Security Trustee receives notice from a party referring to any Loan Document, describing a Potential Default or
Event of Default and stating that the circumstance described is a Potential Default or Event of Default, it shall promptly notify the
Administrative Agent.

(e) The UK Security Trustee shall have only those duties, obligations and responsibilities expressly specified in the Loan
Documents to which it is expressed to be a party (and no others shall be implied).

(f) The UK Security Trustee shall be under no obligation to enquire, object, investigate, monitor, supervise or assess the
value or title of the UK Collateral.

12.5 No Fiduciary Duties to the Borrower. Nothing in this Agreement constitutes the UK Security Trustee as an agent, trustee
or fiduciary of the Borrower or any of its Subsidiaries.

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 1 2 .6 No Duty to Account. The UK Security Trustee shall not be bound to account to any other Lender for any sum or the
profit element of any sum received by it for its own account.

12.7 Business with the Borrower and its Subsidiaries. The UK Security Trustee may accept deposits from, lend money to and
generally engage in any kind of banking or other business with the Borrower and its Subsidiaries.

12.8 Rights and Discretions.

(a) The UK Security Trustee may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and
appropriately authorized;

(ii) assume that:

(A) any instructions received by it from the Administrative Agent, any Secured Parties or any group of Secured
Parties are duly given in accordance with the terms of the Loan Documents;

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(C) if it receives any instructions to act in relation to the UK Collateral, that all applicable conditions under the
Loan Documents for so acting have been satisfied; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that
person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy
of that certificate.

(b) The UK Security Trustee shall be entitled to carry out all dealings with the Secured Parties through the Administrative
Agent and may give to the Administrative Agent any notice or other communication required to be given by the UK Security Trustee to
the Secured Parties.

(c) The UK Security Trustee may assume (unless it has received notice to the contrary in its capacity as security trustee for
the Secured Parties) that:

(i) no Potential Default or Event of Default has occurred; and

(ii) any right, power, authority or discretion vested in any party, any Secured Parties or any group of Secured Parties
has not been exercised.

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 (d) The UK Security Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers,
surveyors or other professional advisers or experts.

(e) Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the UK Security Trustee may at any
time engage and pay for the services of any lawyers to act as independent counsel to the UK Security Trustee (and so separate from any
lawyers instructed by any other Lender) if the UK Security Trustee in its reasonable opinion deems this to be desirable.

(f) The UK Security Trustee may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other
professional advisers or experts (whether obtained by the UK Security Trustee or by any other party) and shall not be liable for any
damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(g) The UK Security Trustee, any receiver and any delegate may act in relation to the Loan Documents and the UK
Collateral through its officers, employees and agents and shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or
default on the part of any such person,

unless such error or such loss was directly caused by the UK Security Trustee's, receiver's or delegate's gross
negligence or willful misconduct.

(h) Unless this Agreement expressly specifies otherwise, the UK Security Trustee may disclose to any other party any
information it reasonably believes it has received as security trustee under this Agreement.

(i) Notwithstanding any other provision of any Loan Document to the contrary, the UK Security Trustee is not obliged to
do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of any
fiduciary duty or duty of confidentiality.

(j) Notwithstanding any provision of any Loan Document to the contrary, the UK Security Trustee is not obliged to expend
or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the
exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity
against, or security for, such risk or liability is not reasonably assured to it.

1 2 .9 Responsibility for Documentation. None of the UK Security Trustee, any receiver nor any delegate is responsible or
liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the UK Security Trustee,
the Borrower or any other person in or in connection with any Loan Document or the transactions contemplated in the Loan Documents
or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any
Loan Document;

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 (b) the legality, validity, effectiveness, adequacy or enforceability of any Loan Document, the UK Collateral or any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan
Document or the UK Collateral; or

(c) any determination as to whether any information provided or to be provided to any Lender is non-public information
the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

12.10 No Duty to Monitor. The UK Security Trustee shall not be bound to enquire:

(a) whether or not any Potential Default or Event of Default has occurred;

(b) as to the performance, default or any breach by any party of its obligations under any Loan Document; or

(c) whether any other event specified in any Loan Document has occurred.

12.11 Exclusion of Liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Loan Document excluding
or limiting the liability of the UK Security Trustee, any receiver or delegate), none of the UK Security Trustee, any receiver nor any
delegate will be liable for:

(i) any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a
result of taking or not taking any action under or in connection with any Loan Document or the UK Collateral unless directly caused by
its gross negligence or wilful misconduct;

(ii) exercising or not exercising any right, power, authority or discretion given to it by or in connection with any
Loan Document, the UK Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with, any Loan Document or the UK Collateral;

(iii) any shortfall which arises on the enforcement or realization of the UK

Collateral; or

(iv) without prejudice to the generality of sub-paragraphs (i) to (ii) above, any damages, costs, losses, any
diminution in value or any liability whatsoever arising as a result of (A) any act, event or circumstance not reasonably within its control
or (B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as
a result of: nationalization, expropriation or other governmental actions; any regulation, currency restriction, devaluation or
fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or
malfunction of any third party transport, telecommunications, computer services or

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systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the UK Security Trustee, that receiver or that delegate (as applicable)) may take any proceedings
against any officer, employee or agent of the UK Security Trustee, a receiver or a delegate in respect of any claim it might have against
the UK Security Trustee, a receiver or a delegate or in respect of any act or omission of any kind by that officer, employee or agent in
relation to any Loan Document or any UK Collateral.

(c) Nothing in this Agreement shall oblige the UK Security Trustee to carry out (i) any "know your customer" or other
checks in relation to any person or (ii) any check on the extent to which any transaction contemplated by this Agreement might be
unlawful for any Lender (other than the UK Security Trustee), on behalf of any Lender (other than the UK Security Trustee) and each
Lender (other than the UK Security Trustee) confirms to the UK Security Trustee that it is solely responsible for any such checks it is
required to carry out and that it may not rely on any statement in relation to such checks made by the UK Security Trustee.

(d) Without prejudice to any provision of any Loan Document excluding or limiting the liability of the UK Security
Trustee, any receiver or delegate, any liability of the UK Security Trustee, any receiver or delegate arising under or in connection with
any Loan Document or the UK Collateral shall be limited to the amount of actual loss which has been finally judicially determined to
have been suffered (as determined by reference to the date of default of the UK Security Trustee, receiver or delegate (as the case may
be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or
circumstances known to the UK Security Trustee, receiver or delegate (as the case may be) at any time which increase the amount of that
loss. In no event shall the UK Security Trustee, any receiver or delegate be liable for any loss of profits, goodwill, reputation, business
opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the UK Security Trustee,
receiver or delegate (as the case may be) has been advised of the possibility of such loss or damages.

12.12 Secured Parties' indemnity to the UK Security Trustee

(a) Each Lender shall in proportion to its Ratable Share, indemnify the UK Security Trustee and every receiver and every
delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of
the relevant UK Security Trustee's, receiver's or delegate's gross negligence or wilful misconduct) in acting as UK Security Trustee,
receiver or delegate under, or exercising any authority conferred under, the Loan Documents (unless the relevant UK Security Trustee,
receiver or delegate has been reimbursed by the Borrower pursuant to a Loan Document).

(b) Subject to paragraph (c) below, the Borrower shall, within three (3) Business Days following demand, reimburse any
Lender for any payment that Lender makes to the UK Security Trustee pursuant to paragraph (a) above.

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 (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims
reimbursement relates to a liability of the UK Security Trustee to the Borrower.

12.13 Resignation of the UK Security Trustee

(a) The UK Security Trustee may resign and be replaced in accordance with the terms of Section 10.6 as if that Section
referred to the UK Security Trustee instead of the Administrative Agent and appoint one of its Affiliates as successor by giving notice to
the other Parties (or to the Administrative Agent on their behalf).

(b) The retiring UK Security Trustee shall, at its own cost, make available to the successor UK Security Trustee such
documents and records and provide such assistance as the successor UK Security Trustee may reasonably request for the purposes of
performing its functions as UK Security Trustee under the Loan Documents. The Borrower shall, within three Business Days of demand,
reimburse the retiring UK Security Trustee for the amount of all costs and expenses (including legal fees) properly incurred by it in
making available such documents and records and providing such assistance.

(c) The UK Security Trustee's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the
transfer of all the UK Collateral to that successor.

(d) Upon the appointment of a successor, the retiring UK Security Trustee shall be discharged from any further obligation in
respect of the Loan Documents (other than its obligations under paragraph (b) of Section 12.23 and paragraph (b) above) but shall
remain entitled to the benefit of this Section 12. Any successor and each of the other parties shall have the same rights and obligations
amongst themselves as they would have had if that successor had been an original party.

12.14 Confidentiality.

(a) In acting as trustee for the Secured Parties, the UK Security Trustee shall be regarded as acting through its trustee
division which shall be treated as a separate entity from any of its other divisions or departments.

(b) If information is received by another division or department of the UK Security Trustee, it may be treated as confidential
to that division or department and the UK Security Trustee shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Loan Document to the contrary, the UK Security Trustee is not obliged to
disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its
reasonable opinion, constitute a breach of any law or regulation or a breach of any fiduciary duty.

12.15 Information from the Secured Parties. Each Lender shall supply the UK Security Trustee with any information that the
UK Security Trustee may reasonably specify as being necessary or desirable to enable the UK Security Trustee to perform its functions
as UK Security Trustee.

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 12.16 Credit Appraisal by the Lenders. Without affecting the responsibility of the Borrower or any Subsidiary for information
supplied by it or on its behalf in connection with any Loan Document, each Lender confirms to the UK Security Trustee that it has
been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under
or in connection with any Loan Document including but not limited to:

(a) the financial condition, status and nature of the Borrower and its Subsidiaries;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Loan Document, the UK Collateral and any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan
Document or the UK Collateral;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any party or any of its respective
assets under or in connection with any Loan Document, the UK Collateral, the transactions contemplated by the Loan Documents or
any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan
Document or the UK Collateral;

(d) the adequacy, accuracy or completeness of any information provided by the UK Security Trustee, any party or by any
other person under or in connection with any Loan Document, the transactions contemplated by any Loan Document or any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan
Document; and

(e) the right or title of any person in or to, or the value or sufficiency of any part of the UK Collateral, the priority of any of
the UK Collateral or the existence of any Lien affecting the UK Collateral.

12.17 No responsibility to perfect UK Collateral. The UK Security Trustee shall not be liable for any failure to:

(a) require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower or
any Subsidiary to any of the UK Collateral;

(b) obtain any license, consent or other authority for the execution, delivery, legality, validity, enforceability or
admissibility in evidence of any Loan Document or the UK Collateral;

(c) register, file or record or otherwise protect any of the UK Collateral (or the priority of any of the UK Collateral) under
any law or regulation or to give notice to any person of the execution of any Loan Document or of the UK Collateral;

(d) take, or to require the Borrower or any Subsidiary to take, any step to perfect its title to any of the UK Collateral or to
render the UK Collateral effective or to secure the creation of any ancillary Liens under any law or regulation; or

(e) require any further assurance in relation to any UK Collateral Document.

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 12.18 Insurance by UK Security Trustee

(a) The UK Security Trustee shall not be obliged (i) to insure any of the UK Collateral, (ii) to require any other person to
maintain any insurance, or (iii) to verify any obligation to arrange or maintain insurance contained in any Loan Document, and the UK
Security Trustee shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such
insurance.

(b) Where the UK Security Trustee is named on any insurance policy as an insured party, it shall not be liable for any
damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by
such insurers or any other information of any kind, unless the Administrative Agent requests it to do so in writing and the UK Security
Trustee fails to do so within fourteen days after receipt of that request.

12.19 Custodians and nominees.The UK Security Trustee may appoint and pay any person to act as a custodian or nominee
on any terms in relation to any asset of the trust as the UK Security Trustee may determine, including for the purpose of depositing with
a custodian this Agreement or any document relating to the trust created under this Agreement and the UK Security Trustee shall not be
responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or
default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

12.20 Delegation by the UK Security Trustee

(a) Each of the UK Security Trustee, any receiver and any delegate may, at any time, delegate by power of attorney or
otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(b) That delegation may be made upon any terms and conditions (including the power to sub-delegate) and subject to any
restrictions that the UK Security Trustee, that receiver or that delegate (as the case may be) may, in its discretion, think fit in the
interests of the Secured Parties.

(c) No UK Security Trustee, receiver or delegate shall be bound to supervise, or be in any way responsible for any damages,
costs or losses incurred by reason of any misconduct, omission or default on the part of, any such delegate or sub-delegate.

12.21 Additional UK Security Trustees

(a) The UK Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate trustee or as
a co-trustee jointly with it (i) if it considers that appointment to be in the interests of the Secured Parties, (ii) for the purposes of
conforming to any legal requirement, restriction or condition which the UK Security Trustee deems to be relevant, or (iii) for obtaining
or enforcing any judgment in any jurisdiction, and the UK Security Trustee shall give prior notice to the Borrower and the Secured
Parties of that appointment.

(b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the UK
Security Trustee under or in connection with the Loan

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Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(c) The remuneration that the UK Security Trustee may pay to that person, and any costs and expenses (together with any
applicable value added tax) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of
this Agreement, be treated as costs and expenses incurred by the UK Security Trustee.

12.22 Acceptance of title. The UK Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to
investigate, any right and title that the Borrower or any Subsidiary may have to any of the UK Collateral and shall not be liable for, or
bound to require the Borrower or any Subsidiary to remedy, any defect in its right or title.

12.23 Winding up of trust

If the UK Security Trustee, with the approval of the Required Lenders, determines that:

(a) all of the Obligations and all other obligations secured by the UK Collateral
Documents have been fully and finally discharged; and

(b) no Lender or Issuing Bank is under any commitment, obligation or liability (actual or contingent) to make advances or
provide other financial accommodation to the Borrower pursuant to the Loan Documents,

then:

(i) the trusts set out in this Agreement shall be wound up and the UK Security Trustee shall release, without recourse or
warranty, all of the UK Collateral and the rights of the UK Security Trustee under each of the UK Collateral Documents; and

(ii) any UK Security Trustee which has resigned pursuant to Section 12.13 shall release, without recourse or warranty, all of
its rights under each UK Collateral Document.

12.24 Releases. The UK Security Trustee shall (at the cost of the Borrower) release any UK Collateral on the instructions of the
Administrative Agent.

12.25 Powers supplemental to Trustee Acts. The rights, powers, authorities and discretions given to the UK Security Trustee
under or in connection with the Loan Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in
addition to any which may be vested in the UK Security Trustee by law or regulation or otherwise.

1 2 .2 6 Disapplication of Trustee Acts. Section 1 of the Trustee Act 2000 shall not apply to the duties of the UK Security
Trustee in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the
Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to the extent permitted by law and
regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a
restriction or exclusion for the purposes of that Act.

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 12.27 Section 12 Governing Law. This Section 12 shall be governed by English law.

13. THE SPANISH SECURITY AGENT

13.1 Appointment of the Spanish Security Agent . Each of the Lenders authorizes the Spanish Security Agent to perform the
duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Spanish
Security Agent under or in connection with any of the Spanish Collateral Documents, together with any other incidental rights, powers,
authorities and discretions.

1 3 . 2 Power of Attorney. Each Lender, at the request of the Spanish Security Agent, undertakes to grant notarized and
apostilled powers of attorney for the benefit of the Spanish Security Agent, which might be necessary or convenient for the Spanish
Security Agent to exercise any right, power, authority or discretion given to the Spanish Security Agent under this Agreement
(including for the enforcement of the Spanish Collateral Documents) or under any Loan Documents (including in to the extent
necessary or convenient in an enforcement proceeding) and undertakes to execute any documents, power of attorney or instrument
including any Spanish public document required to be executed in the exercise by the Spanish Security Agent of such rights, power,
authority or discretions.

13.3 Duties of the Spanish Security Agent

(a) The Spanish Security Agent shall act as the agent and attorney (apoderado) of each Lender in connection with the
notarization and ratification of any Loan Document into a Spanish public document. Accordingly, the Spanish Security Agent is
hereby expressly and irrevocably authorised by and on behalf of each Lender to enter into, enforce the rights of each Lender under and
represent each Lender in respect of the granting of a Spanish public document in accordance with the terms of this Agreement.

(b) Each Secured Party (other than the Spanish Security Agent) hereby irrevocably authorises and empowers the Spanish
Security Agent (with the express power to self-contract (autocontratar)) to act on its behalf and if required under applicable Law, or if
otherwise appropriate, in its name and on its behalf in connection with (i) the notarization into Spanish public document of this
Agreement and any of the Loan Documents and (ii) the acceptance, taking, notarization, execution, enforcement and delivery of any
Spanish Collateral Documents on behalf of the Lenders, including but not limited to, any share pledge, pledge of credit rights or bank
accounts, mortgage, non-possessory pledge or assignment or transfer of title for security purposes.

(c) The Spanish Security Agent is authorised and empowered to take all actions necessary or appropriate in connection with
the foregoing duties and collect all amounts or assets payable or deliverable to any Secured Party under the Spanish Collateral
Documents, in respect of any enforcement thereof, and the Spanish Security Agent shall thereafter distribute any such amounts or assets
due or delivered to the Lenders in accordance with the provisions of the Loan Documents. Each Lender authorizes and irrevocably
empowers the Spanish Security Agent with the express authorization to self-contract (autocontratar) to exercise the rights, powers,
authorities and discretions specifically given to the Spanish Security Agent under or in connection with the Loan Documents together
with any other incidental rights, powers, authorities and discretions as

141
each Lenders' irrevocable special agent (mandatario especial irrevocable) and attorney (apoderado).

(d) In relation to the Spanish Collateral Documents, the Spanish Security Agent shall be authorised and entitled to accept,
administer, enforce or realise any such Spanish Collateral Documents (i) in its own name as security agent for the benefit of the Lenders,
as secured parties under the Spanish Collateral Documents or (ii) on behalf of the Lenders.

13.4 No fiduciary duties. Nothing in this Agreement constitutes the Spanish Security Agent as a trustee or fiduciary of any
other person.

13.5 Instructions to Spanish Security Agent and Exercise of Discretion.

(a) The Spanish Security Agent shall act in accordance with any instructions given to it by the Lenders or, if so instructed by
the Lenders, refrain from exercising any right, power, authority or discretion vested in it as Spanish Security Agent and shall be entitled
to assume that (i) any instructions received by it from the Lenders or a group of Lenders are duly given in accordance with the terms of
the relevant Loan Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not
been revoked.

(b) The Spanish Security Agent shall be entitled to request instructions, or clarification of any direction, from the Lenders as
to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the
Spanish Security Agent may refrain from acting unless and until those instructions or clarification are satisfactorily received by it. .

13.6 No Responsibility to perfect security. The Spanish Security Agent shall not be liable for any failure to:

(a) require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower or
the Loan Parties to the Spanish Collateral Documents;

(b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or
admissibility in evidence of any of the Spanish Collateral Documents;

(c) register, file or record or otherwise protect any of the Spanish Collateral Documents (or the priority of any of the Spanish
Collateral Documents) under any applicable Laws in any jurisdiction or to give notice to any person of the execution of any of the
Loan Documents or of the Spanish Collateral Documents;

(d) take, or to require the Borrower or any of the Loan Parties and any grantor of Spanish Collateral Documents to take any
steps to perfect its title to any of the Spanish Collateral Documents; or

(e) require any further assurances in relation to any of the Spanish Collateral Documents.

142
 13.7 Spanish Security Agent's Actions . The Spanish Security Agent may (but shall not be obliged to), in the absence of any
instructions to the contrary, take such action in the exercise of any of its powers and duties under this Agreement or the Spanish
Collateral Documents as it considers in its discretion to be appropriate.

13.8 Spanish Security Agent's Discretions. The Spanish Security Agent may:

(a) assume (unless it has received actual notice to the contrary from the Administrative Agent) that (i) no Event of Default
has occurred or that any Loan Party is in breach of or default under its obligations under this Agreement or any of the Loan Documents
and (ii) any right, power, authority or discretion vested by any Loan Document in any person has not been exercised;

(b) engage, pay for and rely on the advice or services of any legal advisers, accountants, tax advisers, surveyors or other
experts (whether obtained by the Spanish Security Agent or by any other Secured Party) whose advice or services may at any time seem
necessary, expedient or desirable in connection with its role as Spanish Security Agent, at no cost for the Spanish Security Agent;

(c) rely upon any communication or document believed by it to be genuine and, as to any matters of fact which might
reasonably be expected to be within the knowledge of a Secured Party; and

(d) refrain from acting in accordance with the instructions of any Secured Party (including bringing any legal action or
proceeding arising out of or in connection with this Agreement or any Spanish Collateral Documents) until it has received any
indemnification and/or security that it may in its discretion require (whether by way of payment in advance or otherwise) for all costs,
losses and liabilities which it may incur in so acting.

13.9 Spanish Security Agent's Obligations. The Spanish Security Agent shall promptly:

(a) copy to the Administrative Agent the contents of any notice or document received by it from any of the Loan Parties;

(b) inform the Administrative Agent of the occurrence of any Event of Default or any default by any of the Loan Parties in
the due performance of or compliance with its obligations under this Agreement or any Spanish Collateral Documents of which the
Spanish Security Agent has received notice.

13.10 Excluded Obligations. Notwithstanding anything to the contrary expressed or implied in the Loan Documents, the
Spanish Security Agent shall not:

(a) be bound to enquire as to (i) whether or not any Event of Default has occurred or (ii) the performance, default or any
breach by any of the Loan Parties of its obligations under any of the Loan Documents;

(b) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential
information or (ii) any other information if disclosure would, or might

143
in its reasonable opinion, constitute a breach of any applicable law or be a breach of fiduciary duty; or

(c) have or be deemed to have any relationship of trust or agency with any of the Loan Parties.

13.11 Exclusion of Liability. The Spanish Security Agent shall not accept responsibility or be liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Spanish Security
Agent or any other person in or in connection with this Agreement or any of the Spanish Collateral Documents or the transactions
contemplated in the Loan Documents, or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Loan Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of this Agreement or any of the Spanish Collateral
Documents, or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Loan Document;

(c) any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to
this Agreement or any of the Spanish Collateral Documents, whether in accordance with an instruction or otherwise unless directly
caused by its gross negligence or willful misconduct;

(d) the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with this
Agreement or any of the Spanish Collateral Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with, this Agreement or any of the Spanish Collateral Documents; or

(e) any shortfall which arises on the enforcement or realisation of the Spanish Collateral Documents.

13.12 Own Responsibility. Each Secured Party confirms to the Spanish Security Agent that it has been, and will continue to
be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any
Loan Document including but not limited to:

(a) the financial condition, status and nature of the Borrower or any Loan Party;

(b) the legality, validity, effectiveness, adequacy and enforceability of any Loan Document, the Spanish Collateral
Documents and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in
connection with any Loan Document;

(c) the adequacy, accuracy and/or completeness of any information provided by the Spanish Security Agent or by any other
person under or in connection with any Loan Document, the Spanish Collateral Documents or the transactions contemplated by any or
any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan
Document;

144
 (d) the right or title of any person in or to, or the value or sufficiency of any part of the Spanish Collateral Documents; and

(e) and each Secured Party warrants to the Spanish Security Agent that it has not relied on and will not at any time rely on
the Spanish Security Agent in respect of any of these matters.

13.13 Acceptance of Title. The Spanish Security Agent shall be entitled to accept without enquiry, and shall not be obliged to
investigate, any right and title that any of the Loan Parties may have to on the collateral constituted by the Spanish Collateral
Documents and shall not be liable for or bound to require any Loan Party to remedy any defect in its right or title.

13.14 Release of rights. If the Spanish Security Agent determines that (a) it is authorized pursuant to the provisions of Section
10.10 [Authorization to Release Collateral and Guarantors], or (b)(i) all of the Obligations and all other obligations secured by the
Spanish Collateral Documents have been fully and finally discharged and (ii) none of the Secured Parties is under any commitment,
obligation or liability (actual or contingent) to make advances or provide other financial accommodation to the Borrower pursuant to
the Loan Documents, then the Spanish Security Agent shall release, without recourse or warranty, all of the Spanish Collateral
Documents and the rights of the Spanish Security Agent under each of the Spanish Collateral Documents.

[No additional provisions are on this page; the page next following is a signature page.]

145
 IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of
the day and year first above written.

FERROGLOBE PLC, a public limited company

organized under the laws of England and Wales

By: /s/ Pedro Larrea

Name: Pedro Larrea
Title: CEO
 GLOBE SPECIALTY METALS,
INC a Delaware corporation

By: /s/ Brian D’Amico

Name: Brian D’Amico
Title: Vice President and Secretary

[Signature Page to Credit Agreement]

 ALABAMA SAND AND GRAVEL, INC.,
a Delaware corporation

ALDEN RESOURCES LLC, a Delaware

limited liability company

ALDEN SALES CORP, LLC, a Delaware

limited liability company

ARL RESOURCES, LLC, a Delaware

limited liability company

ARL SERVICES, LLC, a Delaware

limited liability company

CORE METALS GROUP LLC, a

Delaware limited liability company

CORE METALS GROUP HOLDINGS

LLC, a Delaware limited liability company

GATLIFF SERVICES, LLC, a Delaware

limited liability company

GLOBE METALLURGICAL, INC., a

Delaware corporation

GSM SALES, INC., a Delaware

corporation

METALLURGICAL PROCESS
MATERIALS, LLC, a Delaware limited
liability company

NORCHEM, INC., a Florida corporation

TENNESSEE ALLOYS COMPANY,

LLC. a Delaware limited liability company

By: /s/ Joseph Ragan

Name: Joseph Ragan
Title: Vice President and Treasurer

[Signature Page to Credit Agreement]

 GRUPO FERROATLÁNTICA, S.A.U., a
company incorporated under the laws of
Spain

By: /s/ Oscar Robles Alvarez

Name: Oscar Robles Alvarez
Title: Deputy Chief Financial Officer

FERROATLÁNTICA, S.A.U., a company

incorporated under the laws of Spain

By: /s/ Oscar Robles Alvarez

Name: Oscar Robles Alvarez
Title: Deputy Chief Financial Officer

FERROPEM, S.A.S., a French Société par

actions simplifiée

By: /s/ Oscar Robles Alvarez

Name: Oscar Robles Alvarez
Title: Deputy Chief Financial Officer

[Signature Page to Credit Agreement]

ADMINISTRATIVE AGENT, ISSUING LENDER AND
LENDERS

PNC BANK, NATIONAL ASSOCIATION, as

Administrative Agent, Spanish Security Agent, UK
Security Trustee, Issuing Lender, Swing Loan Lender and a
Lender

By: /s/ Mahir J. Desai

Name: Mahir J. Desai

Title: Vice President

UK treaty scheme reference number: l 3/P/63904/DTTP

Tax residency: United States of America

CITIZENS BANK OF PENNSYLVANIA, as Issuing

Lender for Existing Letters of Credit and a Lender

By:

Name

Title:

UK treaty scheme reference number: MEIUS1L021669/DTTP

Tax residency: United States of America
ADMINISTRATIVE AGENT, ISSUING LENDERS AND
LENDERS

PNC BANK, NATIONAL ASSOCIATION, as

Administrative Agent, Spanish Security Agent, UK
Security Trustee, Issuing Lender, Swing Loan Lender and a
Lender

By:

Name:

Title:

UK treaty scheme reference number: l3/P/63904/DTTP

Tax residency: United States of America

CITIZENS BANK OF PENNSYLVANIA, as Issuing

Lender for Existing Letters of Credit and a Lender

By: /s/Allen Paul Dawley, Jr.

Name: Allen Paul Dawley, Jr.

Title: Vice President

UK treaty scheme reference number: 13/C/357538/DTTP

Tax residency: United States of America
BMO HARRIS BANK N.A., as a Lender

By: /s/ Patrick Hartweger

Name: Patrick Hartweger
Title: Managing Director
UK treaty scheme reference number: 13/B/359708/DTTP
Tax residency: United States of America

CAPITAL ONE, NATIONAL ASSOCIATION, as a

Lender

By:
Name:
Title:

UK treaty scheme reference number: 13/C/365299/DTTP

Tax residency: United States of America

CAIXABANK, S.A, as a Lender

By:
Name:
Title:
BMO HARRIS BANK N.A., as a Lender
By:
Name:
Title:

UK treaty scheme reference number: 13/B/359708/DTTP

Tax residency: United States of America

CAPITAL ONE, NATIONAL ASSOCIATION, as a

Lender
By: /s/Michael J Sullivan
Name: Michael J Sullivan
Title: Duty Authorized Signatory

UK treaty scheme reference number: l 3/C/365299/DTTP

Tax residency: United States of America

CAIXABANK, S.A., as a Lender

By:
Name:
Title:
BMO HARRIS BANK N.A., as a Lender

By:
Name:
Title:
UK treaty scheme reference number: 13/B/359708/DTTP
Tax residency: United States of America

CAPITAL ONE, NATIONAL ASSOCIATION, as a

Lender

By:
Name:
Title:

UK treaty scheme reference number: 13/C/365299/DTTP

Tax residency: United States of America

CAIXABANK, S.A., as a Lender

By: /s/Lucia Fondo /s/ Ignacio Bereciartua

Name: Lucia Fondo Ignacio Bereciartua
Title: Syndicated Loands / Corporate Banking

Title:UK. treaty scheme reference number:

9/C/363422/DTTP Tax residency: Spain
 SCHEDULE 1.1(A)

PRICING GRID—

VARIABLE PRICING AND FEES BASED ON RATIO

Net Total Leverage Letter of Credit Fee Revolving Credit Base Revolving Credit
Level Ratio Rate Spread Euro-Rate Spread

I Less than 1.00 to 1.00 2.50% 1.50% 2.50%

Greater than or equal to

1.00 to 1.00 but less
than 2.00 to 1.00
II 3.00% 2.00% 3.00%

Greater than or equal to

2.00 to 1.00 but less
than 3.00 to 1.00
III 3.25% 2.25% 3.25%

Greater than or equal to

IV 3.00 to 1.00 3.50% 2.50% 3.50%

For purposes of determining the Applicable Margin and the Applicable Letter of Credit Fee Rate:

(a) The Applicable Margin and the Applicable Letter of Credit Fee Rate under Level III shall apply on and after the
Closing Date until adjustment pursuant paragraph (b) below by reference to the Borrower’s audited financial statements as of
December 31, 2017 and related Compliance Certificate.

(b) The Applicable Margin and the Applicable Letter of Credit Fee Rate shall be recomputed as of the end of each
fiscal quarter ending after the Closing Date based on the Net Total Leverage Ratio as of such quarter end. Any increase or decrease in
the Applicable Margin or the Applicable Letter of Credit Fee Rate computed as of a quarter end shall be effective on the date on
which the Compliance Certificate evidencing such computation is due to be delivered under Section 8.3.3 [Certificates of Borrower].
If the Borrower fails to deliver a Compliance Certificate as and when due in accordance with such Section 8.3.3, then, without
limiting any other right or remedy available by reason of such failure, the rates in Level IV shall apply as of the first Business Day
after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on
which such Compliance Certificate is delivered.

(c) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other
reason, the Borrower or the Lenders determine that (i) the Net Total Leverage Ratio as calculated by the Borrower as of any
applicable date was inaccurate and (ii) a proper calculation of the Net Total Leverage Ratio would have resulted in higher pricing

Schedule 1.1(A) 1
 for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of
the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action
by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that
should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not
limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.9 [Letter of Credit
Subfacility] or Section 4.3 [Interest After Default] or Section 9 [Default]. The Borrower’s obligations under this paragraph shall
survive the termination of the Commitments and the repayment of all other Obligations hereunder.

Schedule 1.1(A) 2
 SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Page 1 of 2

Part 1 - Commitments of Lenders and Addresses for Notices to Lenders

Amount of Commitment
for Revolving Credit
Lender Loans Ratable Share
Name: PNC Bank, National Association
Address: 300 Fifth Avenue, 10th Floor
Pittsburgh, PA 15222
Attention: Mahir J. Desai
Telephone: (412)762-4866
Telecopy: (412) 705-3232 $75,000,000.00 30.000%

Name: Citizens Bank of Pennsylvania

Address:525 William Penn Place, PW 2625
Pittsburgh, PA 15219
Attention: A. Paul Dawley
Telephone: (412) 867-4519
Telecopy: ( )_____ - _____ $65,000,000.00 26.000%

Name: BMO Harris Bank N.A.

Address: 115 South LaSalle Street, 25th Floor
Chicago, IL 60603
Attention: Patrick Hartweger
Telephone: (312) 461-8379
Telecopy: (312) 293-4327 $65,000,000.00 26.000%

Schedule 1.1(B) 1
Name: Capital One, National Association
Address: 299 Park Avenue, 23rd Floor
New York, NY 10171
Attention: Michael Sullivan
Telephone: (646) 836-5456
Telecopy: ( ) - ________________ $25,000,000.00 10.000%

Name: CaixaBank, S.A.

Address: Av. Diagonal 615, pl. 5
08028 Barcelona, Spain
Attention: Syndicated Loans Department
Telephone: 34- 93-404-41-39
Telecopy: 34-93-404-64-66 $20,000,000.00 8.000%

Total $250,000,000.00 100.000%

Schedule 1.1(B) 2
 SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Page 2 of 2

Part 2 - Addresses for Notices to Borrower and Guarantors:

ADMINISTRATIVE AGENT

Name: PNC Bank, National Association, As Administrative Agent

Address: 300 Fifth Avenue, 10th Floor
Pittsburgh, PA 15222
Attention: Mahir J. Desai

Telephone: (412)762-4866
Telecopy: (412) 705-3232

With a Copy To:

Agency Services, PNC Bank, National Association

Mail Stop: P7-PFSC-04-I
Address: 500 First Avenue
Pittsburgh, PA 15219
Attention: Agency Services
Telephone: 412 762 6442
Telecopy: 412 762 8672

BORROWER:

Name: Ferroglobe PLC

Address: 2nd Floor West Wing, Lansdowne House
57 Berkeley Square
London W1J 5ER, United Kingdom
Attention: Joe Ragan

Telephone: 44 203 129 2420

Telecopy: ( ) -_____________

Schedule 1.1(B) 3
ANY US GUARANTOR:

Name: c/o Globe Specialty Metals, Inc.

Address: 1595 Sparling Road
Waterford, Ohio 45786
Attention: General Counsel

Telephone: (786) 509-6942

Telecopy: ( ) -________________

ANY OTHER GUARANTOR:

Name: c/o Grupo FerroAtlantica, S.A.U.

Address: Paseo de la Castellana 259-D, planta 49
edificio Torre Espacio
Madrid, Spain
Attention: Joe Ragan
Telephone: 44 203 129 2420
Telecopy: ( ) -_________________

Schedule 1.1(B) 4
 SCHEDULE 1.1(D)

INITIAL DOMESTIC GUARANTORS

1. Alabama Sand and Gravel, Inc.

2. Alden Resources LLC
3. Alden Sales Corp, LLC
4. ARL Resources, LLC
5. ARL Services, LLC
6. Core Metals Group Holdings LLC
7. Core Metals Group LLC
8. Gatliff Services, LLC
9. Globe Metallurgical Inc.
10. Globe Specialty Metals, Inc.
11. GSM Sales, Inc.
12. Metallurgical Process Materials, LLC
13. Norchem, Inc.
14. Tennessee Alloys Company, LLC
 SCHEDULE 1.1(E) EXISTING LETTERS OF CREDIT

Account Party Issuing Lender Expiry Date LOC Amount Beneficiary

Globe Specialty Citizens Bank 10/10/2018 $ 300,000.00 THE COUNTY

Metals, Inc. OF NIAGARA

Globe Specialty Citizens Bank 11/3/2018 $ 82,436.82 BRICKELL

Metals, Inc. HOLDINGS,
LLC
 SCHEDULE 1.1(F) INITIAL FOREIGN GUARANTORS

1. Grupo FerroAtlántica S.A.U.

2. FerroAtlántica S.A.U.
3. FerroPem, S.A.S.
 SCHEDULE 1.1(H)

PERMITTED HOLDERS

Javier Lopez Madrid

Pedro Larrea Paguaga
Joe Ragan
Jose Maria Alapont
Donald Barger Jr.
Bruce L. Crockett
Stuart Eizenstat
Manuel Garrido y Ruano
Greger Hamilton
Javier Monzon
Pierre Vareille
Juan Villar-Mir De Fuentes
 SCHEDULE 1.1(P)

EXISTING LIENS

1. Liens on specified equipment of Alabama Sand and Gravel, Inc. pursuant to various existing agreements, by and between Alabama
Sand and Gravel, Inc. and Thompson Tractor Co., Inc. and VFS Leasing Co.

2. Liens on specified equipment of Alden Resources LLC pursuant to various existing agreements, by and between Alden Resources
LLC and Caterpillar Financial Services Corporation and Fifth Third Equipment Finance Company.

3. Liens on specified equipment of Globe Metallurgical Inc. pursuant to various existing agreements, by and between Globe
Metallurgical Inc. and Caterpillar Financial Services Corporation and BNP Paribas.

4. Liens pursuant to existing working capital financing for Globe Metales, S.R.L., listed in Items 4 and 5 in Schedule 8.2.1.

5. Common law and/or statutory rights of offset and liens that may arise in connection with the performance/surety bonds listed in
Item 6 of Schedule 8.2.1.

6. Liens pursuant to that certain bank guarantee amounting up to EUR 14,183.33 between Banco Santander, S.A. and Grupo
FerroAtlántica, S.A.U. dated as of May 18, 2017.

7. Liens pursuant to that certain bank guarantee amounting to EUR 4,500,000.00 between CaixaBank S.A. and FerroAtlántica, S.A.U.
dated as of May 26, 2016.

8. Liens pursuant to that certain bank guarantee amounting to EUR 3,375,000.00 between CaixaBank S.A. and FerroAtlántica, S.A.U.
dated as of May 26, 2016.

9. Liens pursuant to that certain bank guarantee amounting to EUR 1,926,000.00 between Bankinter, S.A. and Hidro Nitro Española,
S.A. dated as of January 28, 2011.

10. Liens pursuant to that certain bank guarantee amounting to EUR 90,000.00 between Bankia, S.A. and Hidro Nitro Española, S.A.
dated as of October 22, 2010.

11. Liens pursuant to that certain bank guarantee amounting to EUR 236,584.25 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of October 21, 2003.

12. Liens pursuant to that certain bank guarantee amounting to EUR 29,393.64 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of April 17, 2013.
13. Liens pursuant to that certain bank guarantee amounting to EUR 29,792.84 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of April 17, 2013.

14. Liens pursuant to that certain bank guarantee amounting to EUR 4,230.84 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of April 17, 2013.

15. Liens pursuant to that certain bank guarantee amounting to EUR 26,579.05 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of April 17, 2013.

16. Liens pursuant to that certain bank guarantee amounting to EUR 10,053.60 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of April 17, 2013.

17. Liens pursuant to that certain bank guarantee amounting to EUR 158.19 between Banco Santander, S.A. and Hidro Nitro Española,
S.A. dated as of April 17, 2013.

18. Liens pursuant to that certain bank guarantee amounting to EUR 3,572.02 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of April 17, 2013.

19. Liens pursuant to that certain bank guarantee amounting to EUR 4,555.61 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of April 17, 2013.

20. Liens pursuant to that certain bank guarantee amounting to EUR 645.65 between Banco Santander, S.A. and Hidro Nitro Española,
S.A. dated as of April 17, 2013.

21. Liens pursuant to that certain bank guarantee amounting to EUR 3,723.18 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of April 17, 2013.

22. Liens pursuant to that certain bank guarantee amounting to EUR 8,933.46 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of April 17, 2013.

23. Liens pursuant to that certain bank guarantee amounting to EUR 1,594.55 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of May 4, 2013.

24. Liens pursuant to that certain bank guarantee amounting to EUR 1,594.55 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of May 4, 2013.

2
25. Liens pursuant to that certain bank guarantee amounting to EUR 1,594.55 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of May 4, 2013.

26. Liens pursuant to that certain bank guarantee amounting to EUR 1,594.55 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of May 4, 2013.

27. Liens pursuant to that certain bank guarantee amounting to EUR 1,594.55 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of May 4, 2013.

28. Liens pursuant to that certain bank guarantee amounting to EUR 13,525.79 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of May 12, 2013.

29. Liens pursuant to that certain bank guarantee amounting to EUR 321,850.34 between Banco Santander, S.A. and Hidro Nitro
Española, S.A. dated as of March 15, 2013.

30. Liens pursuant to that certain bank guarantee amounting to EUR 10,642.00 between Banco Bilbao Vizcaya Argentaria, S.A. and
Hidro Nitro Española, S.A. dated as of August 12, 2013.

31. Liens pursuant to that certain bank guarantee amounting to EUR 40,000.00 between Bankia, S.A. and FerroAtlántica, S.A.U. dated
as of June 16, 2005.

32. Liens pursuant to that certain bank guarantee amounting to EUR 41,204.49 between Bankia, S.A. and FerroAtlántica, S.A.U. dated
as of September 15, 2005.

33. Liens pursuant to that certain bank guarantee amounting to EUR 3,600.00 between Bankia, S.A. and FerroAtlántica, S.A.U. dated as
of May 21, 2008.

34. Liens pursuant to that certain bank guarantee amounting to EUR 6,500.00 between Bankia, S.A. and FerroAtlántica, S.A.U. dated as
of May 11, 2012.

35. Liens pursuant to that certain bank guarantee amounting to EUR 467,801.21 between Bankia, S.A. and FerroAtlántica, S.A.U. dated
as of August 25, 2014.

36. Liens pursuant to that certain bank guarantee amounting to EUR 489,489.21 between Bankia, S.A. and FerroAtlántica, S.A.U. dated
as of August 25, 2014.

37. Liens pursuant to that certain bank guarantee amounting to EUR 512,098.81 between Bankia, S.A. and FerroAtlántica, S.A.U. dated
as of August 25, 2014.

38. Liens pursuant to that certain bank guarantee amounting to EUR 535,534.18 between Bankia, S.A. and FerroAtlántica, S.A.U. dated
as of August 25, 2014.

3
39. Liens pursuant to that certain bank guarantee amounting to EUR 558,358.60 between Bankia, S.A. and FerroAtlántica, S.A.U. dated
as of August 25, 2014.

40. Liens pursuant to that certain bank guarantee amounting to EUR 30,000.00 between Bankia, S.A. and FerroAtlántica, S.A.U. dated
as of March 6, 2015.

41. Liens pursuant to that certain bank guarantee amounting to EUR 8,442.50 between Bankia, S.A. and FerroAtlántica, S.A.U. dated as
of November 9, 2015.

42. Liens pursuant to that certain bank guarantee amounting to EUR 8,506.04 between Bankia, S.A. and FerroAtlántica, S.A.U. dated as
of February 16, 2016.

43. Liens pursuant to that certain bank guarantee amounting to EUR 30,000.00 between Bankia, S.A. and FerroAtlántica, S.A.U. dated
as of October 27, 2017.

44. Liens pursuant to that certain bank guarantee amounting to EUR 7,344.00 between Bankia, S.A. and FerroAtlántica, S.A.U. dated as
of December 20, 2017.

45. Liens pursuant to that certain bank guarantee amounting to EUR 41,000.00 between Banco Santander, S.A. and FerroAtlántica,
S.A.U. dated as of July 8, 2004.

46. Liens pursuant to that certain bank guarantee amounting to EUR 39,879.27 between Banco Santander, S.A. and FerroAtlántica,
S.A.U. dated as of August 27, 2004.

47. Liens pursuant to that certain bank guarantee amounting to EUR 91,797.87 between Banco Santander, S.A. and FerroAtlántica,
S.A.U. dated as of September 28, 2006.

48. Liens pursuant to that certain bank guarantee amounting to EUR 1,000.00 between Banco Santander, S.A. and FerroAtlántica,
S.A.U. dated as of February 1, 2011.

49. Liens pursuant to that certain bank guarantee amounting to EUR 104,930.00 between Banco Santander, S.A. and FerroAtlántica,
S.A.U. dated as of January 23, 2014.

50. Liens pursuant to that certain bank guarantee amounting to EUR 91,904.82 between Banco Bilbao Vizcaya Argentaria, S.A. and
FerroAtlántica, S.A.U. dated as of November 5, 2003.

51. Liens pursuant to that certain bank guarantee amounting to EUR 52,550.84 between Banco Bilbao Vizcaya Argentaria, S.A. and
FerroAtlántica, S.A.U. dated as of November 5, 2003.

4
52. Liens pursuant to that certain bank guarantee amounting to EUR 6,500.00 between Banco Bilbao Vizcaya Argentaria, S.A. and
FerroAtlántica, S.A.U. dated as of September 17, 2007.

53. Liens pursuant to that certain bank guarantee amounting to EUR 217,337.72 between Banco Bilbao Vizcaya Argentaria, S.A. and
FerroAtlántica, S.A.U. dated as of April 24, 2013.

54. Liens pursuant to that certain bank guarantee amounting to EUR 1,593.28 between Banco Bilbao Vizcaya Argentaria, S.A. and
FerroAtlántica, S.A.U. dated as of April 24, 2013.

55. Liens pursuant to that certain bank guarantee amounting to EUR 3,347.23 between Banco Bilbao Vizcaya Argentaria, S.A. and
FerroAtlántica, S.A.U. dated as of April 24, 2013.

56. Liens pursuant to that certain bank guarantee amounting to EUR 1,817.52 between Banco Bilbao Vizcaya Argentaria, S.A. and
FerroAtlántica, S.A.U. dated as of April 24, 2013.

57. Liens pursuant to that certain bank guarantee amounting to EUR 297,138.06 between Banco Bilbao Vizcaya Argentaria, S.A. and
FerroAtlántica, S.A.U. dated as of April 24, 2013.

58. Liens pursuant to that certain bank guarantee amounting to EUR 449,792.98 between Banco Bilbao Vizcaya Argentaria, S.A. and
FerroAtlántica, S.A.U. dated as of April 24, 2013.

59. Liens pursuant to that certain bank guarantee amounting to EUR 145,178.00 between Société Générale S.A. and Ferropem S.A.S.
dated as of July 1, 2008.

60. Liens pursuant to the Finance Lease and the related Assignment Agreement between NGC Banco, S.A., Bankinter, S.A., Caixabank,
S.A., Banco Bilbao Vizcaya Argentaria, S.A. and FerroAtlántica, S.A.U. (securing obligations under the Finance Lease and related
Assignment Agreement, pursuant to which the equivalent of approximately $89 million was outstanding as at September 30, 2017).

61. Liens pursuant to the Receivables Sale Agreement dated as of July 31, 2017, among GSM Sales, Inc., Globe Metallurgical Inc., Core
Metals Group LLC, Norchem, Inc., Alden Sales Corp, LLC, Ferrous Receivables DAC, ING Bank N.V., Sucursal en España

62. Liens pursuant to the Full Service Lease, dated December 15, 2017, between PNC Equipment Finance LLC and Globe Metallurgical
Inc.

5
 SCHEDULE 6.1.2

SUBSIDIARIES

Subsidiary Jurisdiction Amount, percentage Material

of and type of Equity
Organization Interests (unless
otherwise indicated,
100% owned)
Ferroglobe Services (UK) Ltd United Kingdom Ferroglobe PLC
100 shares
Globe Specialty Metals, Inc. Delaware Ferroglobe PLC
1,000 common shares
Globe Argentina Holdco LLC Delaware Globe Specialty Metals, Inc.
limited liability company interest
Ultra Core Polska (UCP) Poland Globe Argentina Holdco LLC
15,192 total shares
Globe Metales, S.R.L. Argentina Globe Specialty Metals, Inc. (90%)
Globe Argentina Holdco LLC (10%)
25,000,000 shares
X
Ultracore Energy S.A. Argentina Globe Metales, S.A. (97.55%)
Globe Specialty Metals, Inc. (2.45%)
N/A
Grupo FerroAtlántica, S.A.U. Spain Ferroglobe PLC
200 shares
FerroAtlantica International Limited United Kingdom Grupo FerroAtlántica, S.A.U.
1,091,227 shares
FerroAtlantica Canada Company, Inc. Canada FerroAtlantica International Limited
100 shares
Ferroquartz Company Inc. Canada FerroAtlantica Canada Company, Inc.
 N/A
Ferroquébec Company Inc. Canada FerroAtlantica Canada Company, Inc.
N/A
FerroAtlántica S.A.U. Spain Grupo FerroAtlántica, S.A.U.
N/A X
Cuarzos Industriales de Venezuela S.A. Venezuela FerroAtlántica S.A.U.
10,000 shares
Cuarzos Industriales S.A.U. Spain FerroAtlántica S.A.U.
1,000 shares
Rocas, Arcillas y Minerales, S.A. Spain FerroAtlántica S.A.U. (50%)
Cuarzos Industriales
S.A.U. (16.67%)
6,667 shares
FerroAtlántica de México S.A. Mexico FerroAtlántica, S.A.U. (99.99%)
498.9501 shares
FerroAtlántica de Venezuela S.A. Venezuela Grupo FerroAtlántica,
S.A.U. (80.038%)
N/A
FerroAtlántica Deutschland GMBH Germany FerroAtlántica, S.A.U.
N/A
FerroAtlantica do Brasil Mineracao Ltda Brazil FerroAtlántica, S.A.U. (70%)
N/A
FerroAtlantica I&D S.L.U. Spain FerroAtlántica, S.A.U.
8,608 shares
FerroAtlantica S.L. y Compania de Spain FerroAtlantica I&D S.L.U.
Fabricacion de FerroAleaciones y 1.9136 shares
Electrometales Sociedad Colectiva
FerroAtlántica India India FerroAtlántica S.A.U.
Private Limited (99.99%)
FerroPem S.A.S.
(0.01%)

2
 10,000 shares
FerroAtlantica, S.L. y Compania de Spain FerroAtlántica S.A.U. 956,798.08
Fabricacion de Electrometales Sociedad shares
Colectiva
Ferrosolar Opco Group SL. Spain FerroAtlántica S.A.U. (75%)
7,197,000 shares X
Ganzi FerroAtlantica Silicon Industry China FerroAtlántica S.A.U. (75%)
Company Limited N/A
Hidro Nitro Española, S.A. Spain FerroAtlántica, S.A.U. (99.875%)
3,205,376.265 shares X
Ferromanganese Mauritania, S.A.R.L. Mauritania Grupo FerroAtlántica,
S.A.U. – 90%
81 shares
FerroPem S.A.S. France Grupo FerroAtlántica, S.A.U.
11,016,217 shares X
Photosil Industries, S.A.S. France FerroPem, S.A.S.
450,000 total shares
Ferroquartz Holdings Limited (Hong Hong Kong Grupo FerroAtlántica, S.A.U.
Kong) 100 shares
Mangshi FerroAtlántica Mining Industry China Ferroquartz Holdings Limited (Hong
Service Co. Ltd Kong)
N/A
FerroQuartz Mauritania S.A.R.L. Mauritania Grupo FerroAtlántica,
S.A.U. (90%)
81 shares
FerroTambao S.A.R.L. Burkina Faso Grupo FerroAtlántica,
S.A.U. (90%)
81 shares
Mangshi Sinice Silicon Industry China Grupo FerroAtlántica,
Company S.A.U.
N/A
Silicio Ferrosolar, S.L.U. Spain Grupo FerroAtlántica, X
S.A.U.

3
 26,000 total shares
Actifs Solaires Becancour, Inc Canada Silicio Ferrosolar, S.L.U.
1,100,100 shares
Emix S.A.S. France Silicio Ferrosolar, S.L.U.
151,216 shares
FerroSolar R&D SL Spain Silicio Ferrosolar, S.L.U.
26,010 shares
Silicon Smelters PTY LTD South Africa Grupo FerroAtlántica, S.A.U.
1,000 total shares X
Thabachueu Mining PTY LTD South Africa Silicon Smelters PTY LTD (74%)
547.6 shares X
Rebone Mining PTY LTD South Africa Thabachueu Mining PTY LTD
100 total shares
Globe Metallurgical Inc. Delaware Globe Specialty Metals, Inc.
3,000 common stock shares X
Alabama Sand and Gravel, Inc. Delaware Globe Metallurgical Inc. Inc.
100 common shares X
Globe Realty Florida LLC Delaware Globe Specialty Metals, Inc.
limited liability company interest
Globe Metals Enterprises, LLC Delaware Globe Specialty Metals, Inc.
limited liability company interest X
Core Metals Group Holdings LLC Delaware Globe Metals Enterprises LLC
limited liability company interest X
Core Metals Group LLC Delaware Core Metals Group X
Holdings LLC

4
 limited liability
company interest
Metallurgical Process Materials, LLC Delaware Core Metals Group LLC
limited liability company interest X
Tennessee Alloys Company, LLC Delaware Core Metals Group LLC
limited liability company interest X
ECPI Inc. Delaware GSM Enterprises Holdings, LLC
100 shares of common stock
16 Front Street, LLC Delaware ECPI Inc.
limited liability company interest
Globe LSE Inc. Delaware Globe Metallurgical Inc.
100 common shares
Norchem, Inc. Florida Globe Metallurgical Inc. (50%)
GSM Enterprises Holdings Inc. (50%)
200 shares
X
Laurel Ford Resources, Inc. Kentucky Globe Metallurgical Inc.
100 common shares
West Virginia Alloys, Inc. Delaware Globe Metallurgical Inc.
100 common shares
Globe Realty LLC New York Globe Specialty Metals, Inc.
limited liability company interest
GSM Alloys I, Inc. Delaware Globe Specialty Metals, Inc.
100 common shares X
GSM Alloys II, Inc. Delaware Globe Specialty
Metals, Inc. X
100 common shares

5
WVA Manufacturing, LLC Delaware GSM Alloys I, Inc.
(5.43%)
GSM Alloys II, Inc.
X
(45.57%)
limited liability
company interest
GSM Enterprises, LLC Delaware Globe Specialty
Metals, Inc. X
limited liability
company interest
GSM Enterprises Holdings Inc. Delaware GSM Enterprises,
LLC X
100 shares
QSI Partners Ltd. Cayman Islands GSM Enterprises,
LLC
Ordinary Share
GBG Financial, LLC Delaware GSM Enterprises
Holdings, LLC
limited liability
company interest
GBG Holdings, LLC Delaware GSM Enterprises
Holdings, LLC X
limited liability
company interest
Alden Resources LLC Delaware GBG Holdings LLC
limited liability X
company interest
ARL Resources LLC Delaware Alden Resources LLC
limited liability
company interest
ARL Services LLC Delaware Alden Resources LLC
limited liability
company interest
Alden Sales Corp, LLC Delaware GSM Enterprises
Holdings, LLC X
limited liability
company interest
Gatliff Services LLC Delaware GBG Holdings, LLC
limited liability X
company interest
Globe BG, LLC Delaware GSM Enterprises
Holdings, LLC

6
 limited liability
company interest
GSM Financial, Inc. Delaware Globe Specialty
Metals, Inc.
100 common shares
LF Resources, Inc. Delaware Globe Specialty
Metals, Inc.
100 common shares
Ningxia Yonvey Coal Industrial Co., China LF Resources, Inc.
Ltd. (98%)
98 shares
MST Financial Holdings, LLC Delaware Globe Specialty
Metals, Inc.
limited liability
company interest
Ferroglobe, Inc. Delaware MST Financial
Holdings, LLC
100 shares of common
stock
MST Financial LLC Delaware Globe Specialty
Metals, Inc.
limited liability
company interest
MST Resources, LLC Delaware MST Financial LLC
limited liability
company interest
GSM Netherlands, B.V. Netherlands Globe Specialty
Metals, Inc. X
18,000 total shares
GSM Netherlands Overseas I, B.V. Netherlands GSM Netherlands,
B.V.
18,000 total shares
GSM Netherlands Overseas II, B.V. Netherlands GSM Netherlands,
B.V.
18,000 total shares
Islenska Kisilfelagio EHF. (Icelandic Iceland GSM Netherlands
Silicon Corporation) Overseas II, B.V.
(20.10%)
703.6155 shares
GSM Netherlands Overseas III, B.V. Netherlands GSM Netherlands,
B.V.

7
 18,000 total shares
Silicon Technology (Proprietary) South Africa GSM Netherlands
Limited Overseas III, B.V.
4,200 total shares
GSM Netherlands Overseas IV, B.V. Netherlands GSM Netherlands,
B.V. X
18,000 shares
QSIP Canada ULC Canada GSM Netherlands
Overseas IV, B.V. X
200 total shares
Quebec Silicon General Partner Inc. Canada QSIP Canada ULC
(51%)
N/A
Quebec Silicon Limited Partnership Canada QSIP Canada ULC
(50.99%)
Quebec Silicon
X
General Partner Inc.
(0.01%)
51,995.099 shares
GSM Sales, Inc. Delaware Globe Specialty
Metals, Inc. X
10 common shares
Solsil, Inc. Delaware Globe Specialty
Metals, Inc. (92.39%)
Common Stock

8
 SCHEDULE 7.1.1

OPINION OF COUNSEL

US Loan Parties

1. Due formation and valid existence.

2. Good standing.

3. Power and authority.

4. Due authorization.

5. Execution and delivery.

6. Enforceability.

7. No conflict.

8. Attachment of security interest.

9. Perfection of security interest.

10. No material stamp, recording or similar taxes.

11. Investment Company Act.

12. Margin regulations.

Non-US Loan Parties

1. Due incorporation and valid existence.

2. Power and authority.

3. Due authorization.

4. Execution and delivery.

5. Enforceability of security documents.

6. No conflict.

7. Validity of security interest.

8. Registration requirements for loan documents.

9. Stamp, recording or similar taxes.

10. Withholding taxes.

11. Courts would give effect to choice of New York law.

12. Courts would give effect to submission to US jurisdiction.

13. Foreign court enforcement of a US judgment.

14. In connection with the enforcement of Collateral, the Administrative Agent / UK Security Trustee / Spanish Security Agent is not
required to register with a local office or agency.

15. In connection with the enforcement of Collateral, the Administrative Agent / UK Security Trustee / Spanish Security Agent is not
required to be licensed, qualified or entitled to carry on business in the local jurisdiction.

16. The Administrative Agent / UK Security Trustee / Spanish Security Agent will not be deemed resident or carrying on business in
the local jurisdiction by reason of the enforcement of Collateral.
 SCHEDULE 8.1.3

INSURANCE REQUIREMENTS RELATING TO THE COLLATERAL

COVENANTS:

At the request of the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent (x) on the Closing Date and annually
thereafter an original certificate of insurance signed by the Loan Parties’ independent insurance broker describing and certifying as to the
existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents, together with a
copy of the endorsement described in the next sentence attached to such certificate, and (y) from time to time a summary schedule
indicating all insurance then in force with respect to each of the Loan Parties. Such policies of insurance shall contain special
endorsements which include the provisions set forth below or are otherwise in form acceptable to the Administrative Agent in its
discretion. The applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a loss or decline in value
of the Collateral that exceeds $5,000,000 and the estimated (or actual, if available) amount of such loss or decline. Any monies received by
the Administrative Agent constituting insurance proceeds may, at the option of the Administrative Agent, (i) in the case of property
insurance proceeds received during the existence of an Event of Default, be applied by the Administrative Agent to the payment of the
Obligations in accordance with the terms of the Credit Agreement, (ii) for losses of less than $5,000,000 received at such time as no Event
of Default or Potential Default exists, be disbursed by the Administrative Agent to the applicable Loan Parties, and (iii) for losses equal to
or greater than $5,000,000 received at such time as no Event of Default or Potential Default exists, be disbursed by the Administrative
Agent to the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the repair, restoration and/or
replacement of Collateral and other property in respect of which such proceeds were received.

ENDORSEMENT:

(i) specify the Administrative Agent as an additional insured, mortgagee and lender loss payee as its interests may appear,

(ii) with respect to all property insurance policies, provide that the interest of the Lenders shall be insured regardless of any
breach or violation by the applicable Loan Parties of any warranties, declarations or conditions contained in such policies or any
action or inaction of the applicable Loan Parties or others insured under such policies, except that the insurer shall not be obligated
to maintain the insurance if the breach consists of non-payment of premiums which continues for 30 days after written notice to
Administrative Agent,

(iii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or
otherwise,

(iv) provide that any and all rights of subrogation which the insurers may have or acquire against the Loan Parties shall be,
at all times and in all respects, junior and subordinate to the prior Payment In Full of the Indebtedness hereunder and that no insurer
shall exercise or assert

Exhibit 8.1.3 1
 any right of subrogation until such time as the Indebtedness hereunder has been Paid In Full and the Commitments have terminated,

(v) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein
shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice of such cancellation or
change,

(vi) be primary without right of contribution of any other insurance carried by or on behalf of any additional insureds with
respect to their respective interests in the Collateral, and

(vii) provide that inasmuch as the policy covers more than one insured, all terms, conditions, insuring agreements and
endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured.

Exhibit 8.1.3 2
 SCHEDULE 8.1.11

POST-CLOSING MATTERS

All references to clauses in this Schedule are to clauses in Section 7.1.1 of this Agreement.

(1) With respect to the Spanish Collateral Documents (the forms of which have been mutually approved by Spanish counsel to the Loan
Parties and Spanish counsel to the Administrative Agent) under clause (k), the Borrower, Grupo, FerroAtlántica and, if applicable, other
Subsidiaries shall effect such execution, delivery and notarization before a Spanish notary public of the Spanish Collateral Documents,
and take other actions, if any, as are reasonably requested by Spanish counsel to the Administrative Agent to cause such Spanish Security
Documents to be valid and effective and the Liens thereunder perfected, and deliver to the Administrative Agent’s Spanish counsel the
share certificates pledged thereby, in each case, within sixty (60) days after the Closing Date.

(2) Incident to item (1) above, the Borrower, Grupo and FerroAtlántica shall cause this Agreement and the Guaranty Agreement to be
notarized before a Spanish notary public within sixty (60) days after the Closing Date.

(3) With respect to the Pledge Agreements under French Law for the Equity Interests of FerroPem and Photosil Industries S.A.S. executed
and delivered on the Closing Date under clause (k), the Borrower, Grupo and, if applicable, other Subsidiaries shall cause “special cash
accounts” to be established and in effect with respect to such Pledge Agreements within thirty (30) days after the Closing Date.

(4) With respect to the Pledge Agreement under English Law for the Equity Interests of FerroAtlántica International Limited
(“International”) under clause (k), Grupo shall effect such execution and delivery of such Pledge Agreement, and take other actions
(including related amendment of the articles of association of International) as are reasonably requested by English counsel to the
Administrative Agent to cause such Pledge Agreement to be valid and effective and the Liens thereunder perfected, and deliver to the
Administrative Agent’s English counsel the share certificate(s) pledged thereby, together with a stock transfer form executed by Grupo in
blank relating to such shares, in each case, within forty-five (45) days after the Closing Date.

(5) With respect to the UK Debenture under English Law for, among other items, the Equity Interests of Ferroglobe Services (UK) Ltd
(“FSUK”) under clause (k), the Borrower shall take such actions (including related amendment of the articles of association of FSUK) as are
reasonably requested by English counsel to the Administrative Agent to cause such Equity Interests under the UK Debenture to be valid
and effective and the Liens thereunder perfected, and deliver to the Administrative Agent’s English counsel the share certificate(s) pledged
thereby, together with a stock transfer form executed by the Borrower in blank relating to such shares, in each case, within forty-five (45)
days after the Closing Date.

(6) All certificates representing Material Equity Interests (as defined in the Security Agreement) encumbered by the Collateral
Documents that are not delivered on the Closing Date
under clause (k), together with executed stock powers in blank relating to such Material Equity Interests, shall be delivered to the
Administrative Agent within fifteen (15) Business Days after the Closing Date.

(7) Each US Guarantor shall complete Section 5 [(and provide any information marked as “[* Pending to receive]” in Section 2(d))] of its
perfection certificate required under clause (k) and shall execute and deliver to the Administrative Agent a fully completed counterpart of
its perfection certificate within thirty (30) days after the Closing Date.

(8) All Material Notes (as defined in the Security Agreement) that are not delivered on the Closing Date under clause (k) shall be
delivered to the Administrative Agent within fifteen (15) Business Days after the Closing Date.

(9) With respect to the Equity Interests of GSM Netherlands B.V. (“ Netherlands”) under clause (k), Globe shall execute and deliver such
documents and take, or cause to be taken, such other actions as are reasonably requested by counsel to the Administrative Agent to cause
the Equity Interests of Netherlands (subject to the 65% limitation more fully described in the Security Agreement to which Globe is a
party) to be subject to a valid and perfected Lien in favor of the Administrative Agent within sixty (60) days after the Closing Date.

(10) A written opinion of counsel for Norchem, Inc., a Florida corporation, under clause (d), covering, in respect of Norchem, Inc.,
customary ‘corporate housekeeping’ matters (such as good standing, due organization, authorization, execution and delivery of the Loan
Documents), no conflicts with organizational documents or Florida Law and perfection of Article 9 security interests, in form and
substance generally consistent with equivalent opinions rendered on behalf of other US Guarantors and otherwise reasonably satisfactory
to the Administrative Agent, shall be delivered to the Administrative Agent within ten (10) Business Days after the Closing Date.

(11) A revised insurance certificate and a revised insurance policy endorsement under clause (e) conforming to the requirements of
Schedule 8.1.3 (with variances therefrom approved by the Administrative Agent in its discretion) and otherwise in form and substance
reasonably satisfactory to the Administrative Agent shall be delivered to the Administrative Agent within ten (10) Business Days after the
Closing Date.

The Administrative Agent may, in its sole discretion, extend the respective periods after the Closing Date set forth in any one or more of
the foregoing items by not more than ninety (90) days as to each such item.
 SCHEDULE 8.2.1

EXISTING INDEBTEDNESS

1. A Capital Lease Agreement dated April 5, 2012 by and between Fifth Third Equipment Finance Company, an Ohio corporation and
Alden Resources LLC in an amount not to exceed $11,054,177.27, of which $0 was outstanding as of December 31, 2017.

2. A Capital Lease Agreement dated May 24, 2012 by and between Newco Mining KY, LLC, a Minnesota limited liability company
and ARL Resources, LLC, in an amount of $2,692,232.86, of which $1,816,338.57 was outstanding as of December 31, 2017.

3. Working Capital financing by and between Globe Metales, S.R.L. and Banco Supervielle with a line of $500,000 of which
$223,166 is outstanding.

4. Working Capital financing by and between Globe Metales, S.R.L. and Santander Rio Bank with a line of $500,000, for purposes of
prefinancing of exports.

5. The several performance and surety bonds issued by RLI Insurance Company on behalf of Alden Resources LLC; ARL Resources,
LLC; Alabama Sand and Gravel, Inc.; Core Metals Group LLC; WVA Manufacturing, LLC and Globe Metallurgical Inc. of which
$9,777,400 was outstanding as of February 3, 2017.

6. Definitive Resolution Providing Financial Support, dated September 8, 2016, between FerroAtlántica, S.A.U., as borrower and the
Spanish Ministry of Industry, Tourism and Commerce, as lender, for aggregate principal amount €44,999,114.00.

7. Loan Agreement, dated June 6, 2011, between FerroAtlántica, S.A.U., as borrower, and the Spanish Ministry of Industry, Tourism
and Commerce, as lender, for aggregate principal amount €3,462,500.00.

8. Loan Agreement, dated June 6, 2011, between Hidro Nitro Española, S.A., as borrower, and the Spanish Ministry of Industry,
Tourism and Commerce, as lender, for aggregate principal amount €1,348,459.61.00.

9. Loan Agreement, dated December 22, 2010, between FerroAtlántica, S.A.U., as borrower and the Center for Technological-Industrial
Development, as lender, for aggregate principal amount €2,406,091.15.

10. Loan Agreement, dated May 13, 2014, between Silico Ferrosolar, S.L.U., as borrower and the Center for Technological-Industrial
Development, as lender, for aggregate principal amount €2,087,260.00.
11. Financing Agreement between Photosil Industries, S.A.S., as borrower, FerroPem, S.A.S., as guarantor, and the French Agency for the
Environment and Management of Energy, as lender, for aggregate principal amount €5,503,371.92.

12. Interest rate swap by and between FerroAtlántica, S.A.U. and NCG Banco, S.A., dated May 25, 2012, with notional principal amount
of €67,238,000 as of February 24, 2018.

13. Full Service Lease, between PNC Equipment Finance LLC and Globe Metallurgical Inc., for 350 railcars, with a 3-year lease value
of $4,410,000.

14. The following intercompany loans:

A. Facility Agreement, dated as of March 31, 2016, between Ferroglobe PLC and Grupo FerroAtlántica, S.A.U., (aggregate
principal amount €25 million).

B. Treasury Agreement, dated January 2, 2014, between Grupo FerroAtlántica, S.A.U. and FerroPem, S.A.S., (maximum amount
€100 million).

C. Contract in respect of Credit Account, dated May 28, 2012, between Grupo FerroAtlántica, S.A.U. and FerroAtlántica, S.A.U.
(maximum amount $75 million).

D. Shareholder’s Loan, dated as of July 1, 2013 between Grupo FerroAtlántica, S.A.U. and Mangshi Sinice Silicon Industry Co.,
Ltd. (aggregate principal amount € 3.5 million).

E. Shareholder’s Loan, dated as of March 6, 2015, between Grupo FerroAtlántica, S.A.U. and Mangshi Sinice Silicon Industry
Co., Ltd. (aggregate principal amount €14.5 million).

F. Facility Agreement (Bond Proceeds), dated as of February 15, 2017, between Mangshi Sinice Silicon Industry Co., Ltd. and
Grupo FerroAtlántica, S.A.U. (aggregate principal amount €10,589,401.66).

G. Facility Agreement (RCF Proceeds), dated as of February 15, 2017, between Mangshi Sinice Silicon Industry Co., Ltd. and
Grupo FerroAtlántica, S.A.U. (maximum amount $200 million).

H. Facility Agreement, dated as of February 15, 2017, between Grupo FerroAtlántica, S.A.U. , as lender, and Silicon Smelters
Pty., Ltd., as borrower (maximum amount ZAR 350 million).

I. Facility Agreement (Bond Proceeds), dated as of February 15, 2017, between Silicon Smelters Pty., Ltd. and Grupo
FerroAtlántica, S.A.U. (aggregate principal amount ZAR 443,317,030.79).

2
 J. Facility Agreement (RCF Proceeds), dated as of February 15, 2017, between Silicon Smelters Pty., Ltd. and Grupo
FerroAtlántica, S.A.U. (maximum amount $200 million).

K. Facility Agreement, dated as of February 15, 2017, between Silicon Smelters Pty., Ltd., as borrower, and Thabachueu Mining
Pty. Ltd., as Lender (maximum amount ZAR 90 million).

L. Facility Agreement (Bond Proceeds), dated as of February 15, 2017, between Silicon Smelters Pty., Ltd. and Thabachueu
Mining Pty. Ltd. (aggregate principal amount ZAR 81,137,810.61).

M. Facility Agreement (RCF Proceeds), dated as of February 15, 2017, between Silicon Smelters Pty., Ltd. and Thabachueu
Mining Pty. Ltd. (maximum amount $200 million).

N. Promissory Note, dated March 2, 2016, as amended on January 23, 2017, between Ferroglobe PLC and Globe Specialty
Metals, Inc. in the amount of $15,000,000.

O. Promissory Note, dated July 27, 2016, as amended on January 23, 2017, between Ferroglobe PLC and Globe Specialty
Metals, Inc. in the amount of $15,000,000.

P. Promissory Note, dated August 3, 2016, as amended on January 23, 2017, between Ferroglobe PLC and Globe Specialty
Metals, Inc. in the amount of $13,750,000.

Q. Promissory Note, dated February 24, 2017, between Ferroglobe PLC and Globe Specialty Metals, Inc. in the amount of
$10,000,000.

R. Promissory Note, dated May 10, 2017, between QSIP Canada ULC and GSM Netherlands, B.V. in the amount of $5,000,000.

S. Facility Agreement, dated January 4, 2018, between Ferroglobe PLC and Globe Specialty Metals, Inc. in the amount of
$10,000,000.

T. Loan to GSM Netherlands, B.V. from Globe Specialty Metals, Inc., dated June 1, 2012.

U. Loan to Silicon Technology (Proprietary) Limited from GSM Netherlands Overseas III, B.V., dated May 12, 2014, as
modified by an addendum dated August 29, 2014.

Each of the foregoing existing Indebtedness, as amended, modified or supplemented from time to time prior to the date hereof or otherwise
in accordance with the Credit Agreement.

3
 SCHEDULE 8.2.4

EXISTING INVESTMENT COMMITMENTS

Execution
Amount Date of Ferroglobe
Description of Investment invested Agreement Entity
1. Two loan agreements $8,584,109 (as 9/30/2010 LF Resources,
($3 million and $2 million, of December 12/31/2010 Inc.
plus interest) with Ningxia 31, 2016)
Yonvey Coal Industrial Co.,
Ltd.
2. Receivables due from $12,174,185 N/A Globe
Ningxia Yonvey Coal (as of Specialty
Industrial Co., Ltd. for December 31, Metals, Inc.
financing production of 2016)
electrodes and capital
expenditures related to
expansions of productive
capacity
3. Loan to GSM Netherlands, $4,954,045 (as 6/1/2012 Globe
B.V., a wholly-owned of February 21, Specialty
subsidiary of Globe 2018) Metals, Inc.
Specialty Metals, Inc.
4. Loan to Silicon Technology $27,357,000 5/12/2014 GSM
(Proprietary) Limited, a (as of February 8/29/2014 (1st Netherlands
wholly-owned subsidiary 21, 2018) Addendum) Overseas III,
from GSM Netherlands B.V.
Overseas III, B.V.

5. Investments relating to Item 14 (including any sub-item thereof) of Schedule 8.2.1.

6. Any Investments (up to a maximum of $130 million) pursuant to or in connection with the Joint Venture Agreement, dated as of
December 20, 2016, between Grupo FerroAtlántica, S.A.U. , Silicio Ferrosolar, S.L.U., FerroAtlántica, S.A.U., Blue Power
Corporation, S.L. and Aurinka Photovalic Group, S.L., and any investments in any entity formed pursuant thereto.

7. Loan Facility Agreement, dated June 13, 2016, between Blue Power Corporation, S.L. and Silicio Ferrosolar, S.L. (aggregate
principal amount €9 million), entered into in connection with the subject of item 6 of this Schedule 8.2.4.

4
8. The following loans or advances to employees:

Employee Amount
Code Outstanding (€)
8003 8,686.00 €
8048 3,282.50 €
8010 31,815.00 €
8005 2,379.56 €
8071 6,127.24 €
8102 3,636.11 €
8103 1,346.86 €
8024 15,907.50 €
8102 9,153.19€
8123 9,342.53 €
8079 11,817.00 €
8082 7,575.02 €
544 90.12 €
671 3,863.71 €
689 4,649.96 €
731 5,565.00 €
741 1,439.88 €
780 5,399.88 €
801 2,879.88 €
812 3,239.88 €
815 1,979.88 €
853 719.88 €
855 4,499.88 €
859 2,339.88 €
873 1,351.50 €
883 3,959.88 €
885 1,200.04 €
918 3,599.88 €
963 2,159.88 €
988 1,079.88 €
1009 2,375.88 €
1037 6,299.88 €
1039 3,045.08 €

5
 SCHEDULE 8.2.8

AFFILIATE TRANSACTIONS

None.

SCHEDULE 8.2.8
 EXHIBIT 1.1(A)

[FORM OF] ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
restated, modified or supplemented from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged
by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby
irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions set forth
in Annex 1 attached hereto and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated
below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any
letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but
not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the
rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by
the Assignor.

1. Assignor:

2. Assignee:
[if applicable -- and is an Affiliate/Approved Fund of
[identify Lender]]

3. Borrower: FERROGLOBE PLC, a public limited company organized under the laws of England and Wales

4. Administrative Agent: PNC BANK, NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement

5. Credit Agreement: The Credit Agreement dated as of February [ ], 2018 (as amended, restated, modified or supplemented
from time to time) among the Borrower, the Guarantors party thereto, the Lenders party thereto, and
PNC Bank, National Association, as Administrative Agent
6. Assigned Interest:

Facility Assigned Aggregate Amount of Amount of Percentage Assigned

Commitment/Loans Commitment/Loans of Commitment/Loans
for Lender* Assigned* [9 decimals]
$ $ %

[7. Trade Date: ______________________]1

Effective Date: __________________, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

[Signature Page Follows]

* Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the
Effective Date.
1 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

2
 The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]

By:
Title:

ASSIGNEE
[NAME OF ASSIGNEE]

By:
Title:

Consented to and Accepted:

PNC Bank, National Association, as

Administrative Agent

By
Name:
Title:

[Consented to:]2

PNC Bank, National Association, as

Issuing Lender and Swing Lender

By
Name:
Title:

[Consented to:]3

Ferroglobe PLC

By
Name:
Title:

2
If consent is required pursuant to Section 11.8.2 of the Credit Agreement.
3
If consent is required pursuant to Section 11.8.2 of the Credit Agreement.

3
 ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1 .1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Loan Document or any collateral thereunder, (iii)
the financial condition of each Loan Party, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit
Document or (iv) the performance or observance by each Loan Party, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under the Credit Agreement or any other Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a
Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and
either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of
such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant to Sections 8.3.1 and 8.3.2 thereof, as applicable, and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has
independently and without reliance on the Administrative Agent or any other Lender and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest, and (vii) if it is a UK Qualifying Lender, attached to the Assignment and Assumption is any documentation required to
be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the
Credit Agreement or any other Loan Document, and (ii) it will perform in accordance with their terms all of the obligations which by the
terms of the Credit Agreement or any other Loan Document are required to be performed by it as a Lender; [and] (c) confirms for the
benefit of the Administrative Agent and without liability to any Loan Party that it is [a UK Qualifying Lender (other than a Treaty
Lender)][a UK Treaty Lender][not a UK Qualifying Lender]; [and (d) confirms that it holds a passport under the HMRC DT Treaty
Passport scheme (reference number [______________]) and is tax resident in [_______________], so that interest payable to it by
Borrower is generally subject to full
exemption from UK withholding tax, and wishes that scheme to apply to this Assignment and Assumption].

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to
but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3 . General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of
counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment
and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

2
 EXHIBIT 1.1(G)(1)

[FORM OF]
GUARANTOR JOINDER

This GUARANTOR JOINDER (the “Joinder”) is made and entered into as of the day of , 20
by and among ,a (“Subsidiary”), FERROGLOBE PLC, a public limited company organized under the laws of
England and Wales (the “Borrower”), the undersigned existing GUARANTORS (the “Existing Guarantors” and together with the Borrower
the “Existing Debtors”) and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent. All capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement (as hereinafter defined).

Recitals:

A. The Borrower, the Guarantors party thereto as the “Guarantors”, the Lenders party thereto as the “Lenders”, PNC Bank,
National Association, as the “Administrative Agent”, and PNC Bank, National Association, as the “Swing Lender” and the “Issuing
Lender”, are the parties to that certain Credit Agreement dated as of February [ ], 2018 (as amended, restated, supplemented, replaced and
otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made available to the Borrower certain
credit facilities;

B. Subsidiary has been created or acquired by a Debtor and pursuant to the terms of Section 8.2.9 of the Credit Agreement,
Subsidiary is required to become a Guarantor under the Credit Agreement, the Guaranty Agreement and the other Loan Documents; and

C. In furtherance of the forgoing, Subsidiary has agreed, among other things, to execute this Joinder and to become a Guarantor
under the Credit Agreement.

Agreements:

NOW, THEREFORE , for and in consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1 . Joinder to Loan Documents. Subsidiary hereby assumes, and agrees to perform all of the obligations of a Guarantor under the
Credit Agreement, the Guaranty Agreement, the [SECURITY AGREEMENT] 1 (the “Security Agreement ”), the [PLEDGE
AGREEMENT(S)]2 (the “Pledge Agreement[s]”), and [OTHER LOAN DOCUMENTS]3 (collectively, the “Applicable Loan Documents”), as
direct and primary obligations of Subsidiary, and Subsidiary agrees that it shall comply with and be fully bound by the terms of the
Applicable Loan Documents, each as a “Guarantor” or other applicable capacity, in each case, as if it had been a signatory thereto as of the
original date thereof. Upon acceptance of this Joinder by the Administrative Agent, Subsidiary shall be entitled to all of the benefits of a
Guarantor under the
1
To be the Security Agreement applicable to Guarantors organized in the same jurisdiction as Subsidiary.
2
To be the Pledge Agreement(s) applicable to Guarantors organized in the same jurisdiction as Subsidiary.
3
To include any other loan documents intended to apply to Guarantors organized in the same jurisdiction as Subsidiary.
Applicable Loan Documents.

2 . Acknowledgement of Guaranty Obligations. Subsidiary hereby acknowledges that, as Guarantor, Subsidiary has
irrevocably and unconditionally guaranteed to the Guaranteed Creditors (as defined in the Guaranty Agreement), and each of them,
the Guaranteed Obligations (as defined in the Guaranty Agreement).

3 . Confirmation of Security Interest. Subsidiary hereby confirms (i) the grant contained in the Security Agreement of a
security interest to the Secured Party of a continuing security interest in and to, and a pledge of, all of the Collateral (as defined in the
Security Agreement) and all of such Subsidiary’s right, title and interest therein, whether now owned or existing or hereafter acquired
or arising and wherever located, together with all products and proceeds therefrom to secure the Guaranteed Obligations and (ii) the
grant contained in the Pledge Agreement[s] of a security interest in the shares, stock, equity and other ownership and participation
interests (as more fully set forth therein) owned by Subsidiary of a continuing security interest in and to, and a pledge of, all of the
such interests, whether now owned or existing or hereafter acquired or arising and wherever located, together with all products and
proceeds therefrom to secure the Guaranteed Obligations.

4 . Unconditional Joinder. Subsidiary acknowledges that Subsidiary’s obligations as a party to this Joinder are
unconditional and are not subject to the execution of one or more Joinders by other subsidiaries of Borrower or any other party.
Subsidiary hereby represents and warrants to the Administrative Agent and the Lenders that (i) it will derive benefits, directly and
indirectly, from the financing provided under the Credit Agreement, both in its separate capacity and as a member of the integrated
group to which it belongs and because the successful operation of the integrated group is dependent upon the continued successful
performance of the functions of the integrated group as a whole, (ii) the terms of the consolidated financing provided under this
Joinder are more favorable than would otherwise would be obtainable by Subsidiary individually, and (iii) the additional
administrative and other costs and reduced flexibility associated with individual financing arrangements which would otherwise be
required if obtainable would substantially reduce the value to Subsidiary of the financing.

5 . Reliance. The Administrative Agent and the Lenders shall be entitled to rely on this Joinder as evidence that
Subsidiary has joined as a Guarantor under the Applicable Loan Documents and is fully obligated thereunder as a Guarantor.

6. Incorporation by Reference. All terms and conditions of the Applicable Loan Documents, including, but not limited to,
all representations, warranties, covenants, indemnities, guaranties and other obligations of the Guarantors, waivers and choice of law
provisions thereunder are hereby incorporated by reference in this Joinder as if set forth herein in full.

7. Representations and Warranties. Subsidiary hereby represents and warrants that all of the representations and warranties
contained in the Applicable Loan Documents, except for such representations and warranties that expressly speak as of a prior date
are true and correct in all material respects on and as of the date hereof as if made on and as of such date (except with respect to
Subsidiary, in which case they are true and correct in all material respects as of the date hereof), both before and after giving effect to
this Joinder, and that no Event of Default or

2
Default has occurred and is continuing or exists or would occur or exist after giving effect to this Joinder.

8 . Disclosure Schedule Upon Execution of the Joinder. Attached hereto as Annex I are supplemental or, if requested by
Administrative Agent, updated disclosure Schedules to the Applicable Loan Documents, which supplemental or updated schedules
include all information required by the Applicable Loan Documents with respect to Subsidiary as a Guarantor thereunder, in each
case, as of the date hereof. Upon the effectiveness of this Joinder, the existing Schedules to the Applicable Loan Documents shall
automatically be deemed updated to include Subsidiary.

9 . Governing Law. This Joinder shall be deemed to be a contract under the Laws of the State of New York without regard
to its conflict of laws principles that would apply a different law.

1 0 . Counterparts. This Joinder may be executed in the original or by telecopy in any number of counterparts, each of
which shall be deemed original and all of which taken together shall constitute one and the same Joinder.

1 1 . Consent by Existing Debtors. Each of the Existing Debtors hereby consents to the addition of Subsidiary as a
Guarantor and to the execution, delivery and performance of this Joinder.

[Signatures Follow on Next Page]

3
 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guarantor Joinder as of the date set forth
above.

Subsidiary:

By:
Name:
Title:

Existing Debtors:

[TBD]

By:
Name:
Title:

Administrative Agent:

PNC BANK, NATIONAL ASSOCIATION

By:
Name:
Title:

4
 ANNEX I

[Attach Supplemental/Updated Schedules]

5
 EXHIBIT 1.1(G)(2)

[FORM OF]
CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP

This CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP (this “ Guaranty Agreement”) is made and entered into as
of this [ ] day of February, 2018, by and among EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and each
of the other persons and entities that become bound hereby from time to time by joinder, assumption or otherwise (each a “Guarantor” and,
collectively, the “Guarantors”) in favor of PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as
Administrative Agent under and pursuant to the Credit Agreement, hereinafter defined, for the benefit of the Guaranteed Creditors,
hereinafter defined (the “Administrative Agent”).

Recitals:

A. Ferroglobe PLC, a public limited company organized under the laws of England and Wales (“Borrower”), the Guarantors, the
Lenders party thereto as the “Lenders”, PNC Bank, National Association, as the “Administrative Agent”, and PNC Bank, National
Association, as the “Swing Lender” and the “Issuing Lender”, are the parties to that certain Credit Agreement of even date herewith (as
amended, restated, supplemented, replaced and otherwise modified from time to time, the “Credit Agreement”).

B. Pursuant to the Credit Agreement, inter alia, the Lenders have agreed to advance Loans (as this and other capitalized terms
used herein and not otherwise defined herein are defined in the Credit Agreement) to the Borrower and issue Letters of Credit.

C. The Guarantors will receive substantial benefit from the proceeds of the Loans and the issuance of the Letters of Credit.

D. The Lenders and the Administrative Agent have required that the Guarantors execute this Guaranty Agreement as a condition
to the effectiveness of the Credit Agreement and to the Lenders’ advance of Loans pursuant and subject to the terms and conditions of the
Credit Agreement.

Agreements:

NOW, THEREFORE, in order to induce the Lenders and the Administrative Agent to enter into the Credit Agreement, and in
consideration of the benefits to accrue to the Guarantors by reason thereof, and for other good and valuable consideration, receipt and
sufficiency of which are hereby acknowledged, each Guarantor hereby jointly and severally represents and warrants to, and covenants and
agrees with, each Lender, the Issuing Lender, the Administrative Agent, any Lender or Lender Affiliate that is party to a Lender Provided
Foreign Currency Hedge, a Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products (each a
“Guaranteed Creditor” and, collectively, the “Guaranteed Creditors”) as follows:

1 . Guaranty; Guaranteed Obligations. (a) Subject to the limitations set forth in Section 23 hereof and in the Credit Agreement,
each Guarantor hereby, jointly and severally, unconditionally and irrevocably guaranties to the Guaranteed Creditors, and becomes surety,
as

1
though it was a primary obligor for, the full and punctual payment and performance when due, whether on demand, at stated maturity, by
acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay in any
Insolvency Proceeding or otherwise, of all Obligations, including, without limiting the generality of the foregoing:

(i) all principal of and interest on Loans or advances or other extensions of credit to or for the benefit of the
Borrower, which such Loans or advances may be evidenced by Notes;

(ii) all Letter of Credit Obligations;

(iii) all obligations arising in connection with Other Lender Provided Financial Service Products;

(iv) all Foreign Currency Hedge Liabilities and all Interest Rate Hedge Liabilities;

(v) all commitment fees and other amounts from time to time owing to the Guaranteed Creditors under or in
connection with the Credit Agreement, this Guaranty Agreement, or any other Loan Document;

(vi) all costs and expenses (including, but not limited to, attorneys’ fees) incurred by the Guaranteed Creditors
in the collection of any or all amounts due and payable under the Credit Agreement and in the enforcement of their rights
under the Credit Agreement, the Notes, this Guaranty Agreement, the Security Agreement, or any other Loan Document, in
all cases, to the extent and as provided for in the Credit Agreement and such other Loan Documents;

(vii) to the extent not otherwise addressed above, all other Obligations; and

(viii) all extensions, renewals or refinancings thereof, in whole or in part, whether such Obligations, liabilities, or
Indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due,
whether for payment or performance, now existing or hereafter arising and including Obligations, liabilities, and
Indebtedness arising or accruing after the commencement of any Insolvency Proceeding with respect to the Borrower, any
other Loan Party or any Subsidiary or which would have arisen or accrued but for the commencement of such Insolvency
Proceeding, even if the claim for such Obligation, liability, or Indebtedness is not enforceable or allowable in such
Insolvency Proceeding, and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit
under or in connection with the Loan Documents from time to time, regardless of whether any such extensions of credit are
in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which
any condition to extension of credit is not satisfied (all of the foregoing Obligations, liabilities and Indebtedness are referred
to herein collectively as the “Guaranteed Obligations” and each as a “Guaranteed Obligation”); provided, however, that
notwithstanding anything to the contrary in the foregoing or otherwise in this Guaranty Agreement, the Guaranteed
Obligations shall not include Excluded Hedge Liabilities.

2
Without limitation of the foregoing, any of the Guaranteed Obligations shall be and remain obligations entitled to the benefit of this
Guaranty Agreement even if any one or more of the Guaranteed Creditors (or any one or more assignees or transferees thereof) from
time to time assigns or otherwise transfers all or any portion of their respective rights and Obligations under the Loan Documents, or
any other Guaranteed Obligations, to any other Person.

(b) This Guaranty Agreement is a guaranty of payment and not of collection.

2. Payments. All payments required to be made hereunder shall be made upon demand by each Guarantor in immediately
available funds in Dollars (or in an Optional Currency specified in such demand) and shall be made without setoff, counterclaim,
withholding, or other deduction of any nature.

3 . Obligations Absolute. The obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise
diminished by any failure, default, omission, or delay, willful or otherwise, by any one or more of the Guaranteed Creditors, the
Borrower, any Guarantor or any other Loan Party or any other obligor on any of the Guaranteed Obligations, or by any other act or
thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any
Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each of the Guarantors agrees that
the Guaranteed Obligations will be paid and performed strictly in accordance with and subject to the terms of the Loan Documents.
Without limiting the generality of the foregoing, but subject to the limitations set forth in Section 23 hereof and in the Credit
Agreement, each Guarantor hereby consents to, at any time and from time to time, and the joint and several obligations of each
Guarantor hereunder shall, to the fullest extent permitted by applicable Law, not be diminished, terminated, or otherwise similarly
affected by any of the following:

(a) Any lack of genuineness, validity, enforceability or allowability (in a bankruptcy, insolvency, reorganization or
similar proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any Loan Document or any of the
Guaranteed Obligations and regardless of any Law now or hereafter in effect in any jurisdiction affecting any of the Guaranteed
Obligations, any of the terms of the Loan Documents, or any rights of any one or more of the Guaranteed Creditors or any other
Person with respect thereto;

(b) Any increase, decrease, or change in the amount, nature, type or purpose of, or any release, surrender, exchange,
compromise or settlement of, any of the Guaranteed Obligations (whether or not contemplated by the Loan Documents as presently
constituted); any change in the time, manner, method, or place of payment or performance of, or in any other term of, any of the
Guaranteed Obligations; any execution or delivery of any additional Loan Documents; or any amendment, modification or
supplement to, or refinancing or refunding of, any Loan Document or any of the Guaranteed Obligations;

(c) Any failure to assert any breach of or default under any Loan Document or any of the Guaranteed Obligations; any
extensions of credit in excess of the amount committed under or contemplated by the Loan Documents, or in circumstances in which
any condition to such extensions of credit has not been satisfied; any other exercise or non-exercise, or any other failure, omission,
breach, default, delay, or wrongful action in connection with any exercise or non-

3
exercise, of any right or remedy against the Borrower, any other Loan Party or any other Person under or in connection with any
Loan Document or any of the Guaranteed Obligations other than in the event of such Guaranteed Creditor’s gross negligence or
willful misconduct, as determined in a final judgment by a court of competent jurisdiction; any refusal of payment or performance of
any of the Guaranteed Obligations, whether or not with any reservation of rights against any Guarantor; or any application of
collections (including but not limited to collections resulting from realization upon any direct or indirect security for the
Guaranteed Obligations) to other Obligations, if any, not entitled to the benefits of this Guaranty Agreement, in preference to
Guaranteed Obligations entitled to the benefits of this Guaranty Agreement, or if any collections are applied to Guaranteed
Obligations, any application to particular Guaranteed Obligations;

(d) Any taking, exchange, amendment, modification, waiver, supplement, termination, subordination, compromise,
release, surrender, loss, or impairment of, or any failure to protect, perfect, or preserve the value of, or any enforcement of, realization
upon, or exercise of rights or remedies under or in connection with, or any failure, omission, breach, default, delay, or wrongful
action by any one or more of the Guaranteed Creditors, other than in the event of such Guaranteed Creditor’s gross negligence or
willful misconduct, as determined in a final judgment by a court of competent jurisdiction, in connection with the enforcement of,
realization upon, or exercise of rights or remedies under or in connection with, or any other action or inaction by any one or more of
the Guaranteed Creditors, or any other Person in respect of any direct or indirect security for any of the Guaranteed Obligations. As
used in this Guaranty Agreement, “direct or indirect security” for the Guaranteed Obligations, and similar phrases, includes any
collateral security, guaranty, suretyship, letter of credit, capital maintenance agreement, put option, subordination agreement, or
other right or arrangement of any nature providing direct or indirect assurance of payment or performance of any of the Guaranteed
Obligations, made by or on behalf of any Person;

(e) Any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in,
restructuring or termination of the corporate structure or existence of, the Borrower or any other Loan Party; any Insolvency
Proceeding with respect to the Borrower or any other Loan Party; or any action taken or election made by any one or more of the
Guaranteed Creditors (including but not limited to any election under Section 1111(b)(2) of the United States Bankruptcy Code),
the Borrower or any other Loan Party in connection with any such proceeding;

(f) Any defense, setoff, or counterclaim (other than a defense of full payment or performance) which may at any time be
available to or be asserted by the Borrower, any other Loan Party or any other person with respect to any Loan Document or any of
the Guaranteed Obligations; or, subject to Section 6 hereof, any discharge by operation of Law or release of the Borrower, any other
Loan Party or any other Person from the performance or observance of any Loan Document or any of the Guaranteed Obligations;

(g) Any other event or circumstance, whether similar or dissimilar to the foregoing, and whether known or unknown,
which might otherwise constitute a defense available to, or limit the liability of, any Guarantor, a guarantor or a surety, excepting
only indefeasible payment and performance of the Guaranteed Obligations in full.

4
 Each Guarantor acknowledges, consents, and agrees that new Guarantors may join in this Guaranty Agreement pursuant to
the Credit Agreement and Section 18 hereof; and each Guarantor affirms that its obligations shall continue hereunder undiminished.
Each Guarantor consents to, and approves of, each of its Subsidiaries entering into and performing its obligations under the Loan
Documents or any documents relating to Lender Provided Foreign Currency Hedges, Lender Provided Interest Rate Hedges or any
Other Lender Provided Financial Service Products to which each such Subsidiary is a party.

4. Waivers, etc. To the fullest extent permitted under applicable Law, each of the Guarantors hereby waives any defense to
or limitation on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in
Section 3 hereof. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the
following:

(a) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve
intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3
hereof; any notice required by any Law now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance,
dishonor or protest under any Loan Document or any of the Guaranteed Obligations; any notice of the incurrence of any Guaranteed
Obligation; any notice of any default or any failure on the part of the Borrower, any other Loan Party, any Guarantor or any other
Person to comply with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the
Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise)
or prospects of the Borrower or any other Loan Party;

(b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Loan Party in the
event of any Insolvency Proceeding, or to the exercise against the Borrower or any other Loan Party of any other right or remedy
under or in connection with any Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of
the Guaranteed Obligations; any requirement of promptness or diligence on the part of any one or more of the Guaranteed Creditors;
any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any
Loan Document or any of the Guaranteed Obligations or any direct or indirect security for any of the Guaranteed Obligations; any
benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Agreement or any other Loan Document,
and any requirement that any Guarantor receive notice of any such acceptance;

(c) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to
election of remedies (including but not limited to anti-deficiency laws, “one action” Laws or the like), or by reason of any election
of remedies or other action or inaction by any one or more of the Guaranteed Creditors (including but not limited to commencement
or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the
Guaranteed Obligations), which results in denial or impairment of the right of any one or more of the Guaranteed Creditors to seek a
deficiency against the Borrower or any other Loan Party or which otherwise discharges or impairs any of the Guaranteed
Obligations; and

5
 (d) Any and all defenses any Guarantor may now or hereafter have based on principles of suretyship, impairment of
collateral, or the like.

5. Representations and Warranties. Each Guarantor hereby represents and warrants to each Guaranteed Creditor that such
Guarantor has, independently and without reliance upon any one or more of the Guaranteed Creditors and based on such documents
and information as it has deemed reasonably appropriate, made its own credit analysis and decision to enter into this Guaranty
Agreement, and such Guarantor has established adequate means of obtaining from any other obligors on a continuing
basis information pertaining to, and is now and on a continuing basis will be sufficiently familiar with, the financial condition,
operations, properties and prospects of such other obligors to enter into this Guaranty Agreement.

6. Reinstatement. This Guaranty Agreement is a continuing Obligation of each of the Guarantors and shall remain in full
force and effect notwithstanding that no Guaranteed Obligations may be outstanding from time to time and notwithstanding any
other event or circumstance. Upon termination of all Commitments and the expiration or termination or cash collateralization of all
Letters of Credit and indefeasible payment in full of all Guaranteed Obligations (other than unasserted claims for indemnity and other
similar contingent obligations) this Guaranty Agreement shall terminate; provided, however, that this Guaranty Agreement shall
continue to be effective or be reinstated, as the case may be, any time any payment of any of the Guaranteed Obligations is rescinded,
recouped, avoided, or must otherwise be returned or released by any of the Guaranteed Creditors upon or during the insolvency,
bankruptcy, or reorganization of, or any similar proceeding affecting, the Borrower or any other Loan Party or for any other reason
whatsoever, all as though such payment had not been made and was due and owing.

7. Subrogation. No Guarantor shall, and each Guarantor waives and agrees that it will not, exercise any rights against the
Borrower or any other Loan Party arising in connection with, or any Collateral securing, the Guaranteed Obligations (including rights
of subrogation, contribution, and the like, whether under any other agreement, contract or arrangement, available at law or in equity,
or otherwise) until the Guaranteed Obligations (other than unasserted claims for indemnity and other similar contingent obligations)
have been indefeasibly paid in full and all Commitments have been terminated and all Letters of Credit have expired, been
terminated or cash collateralized. If any amount shall be paid to any Guarantor by or on behalf of the Borrower or any other Loan
Party by virtue of any right of subrogation, contribution, or the like, whether under any other agreement, contract or arrangement,
available at law or in equity, or otherwise, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and
shall be held in trust for the benefit of, any one or more of the Guaranteed Creditors and shall forthwith be paid to the Administrative
Agent to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of
the Credit Agreement.

8 . No Stay. Without limitation of any other provision of this Guaranty Agreement, if any declaration of default or
acceleration or other exercise or condition to exercise of rights or remedies under or with respect to any Guaranteed Obligation shall
at any time be stayed, enjoined, or prevented for any reason (including but not limited to stay or injunction resulting from the
pendency against the Borrower, any other Loan Party or any other Person of a bankruptcy, insolvency, reorganization or similar
proceeding), the Guarantors agree that, for the purposes of this Guaranty Agreement and the obligations hereunder, the Guaranteed
Obligations shall be

6
deemed to have been declared in default or accelerated, and such other exercise or conditions to exercise shall be deemed to have
been taken or met.

9. Taxes. All payments made by any Guarantor hereunder or under any of the Loan Documents shall be made and without
deduction for any Taxes, except as required by applicable Law, subject to the provisions of Section 5.9 of the Credit Agreement.

10. Rights of Contribution; Keepwell.

(a) The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined
below), such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s
Contribution Share (as defined below) of such Excess Payment. The payment Obligations of any Guarantor under this Section 10
shall be subordinate and subject in right of payment to the Guaranteed Obligations until such time as the Guaranteed Obligations
have been paid in full and the Commitments have expired or terminated, and none of the Guarantors shall exercise any right or
remedy under this Section 10 against any other Guarantor until such Guaranteed Obligations have been paid in full and the
Commitments have expired or terminated. For purposes of this Section 10, (a) “Excess Payment” shall mean the amount paid by any
Guarantor in excess of its Ratable Share of any Guaranteed Obligations (as defined below); (b) “Ratable Share” shall mean, for any
Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of the
Guaranteed Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds
the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the Obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable
value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations of the Loan Parties hereunder) of
the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment
of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a
Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a
Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any
Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such
Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the Obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of
all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the
debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations of
the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of
calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor
subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment
and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized

7
 for such Guarantor in connection with such Excess Payment. This Section 10 shall not be deemed to affect any right of subrogation,
indemnity, reimbursement or contribution that any Guarantor may have under applicable Law against the Borrower or any other
Loan Party in respect of any payment of Guaranteed Obligations.

(b) Each Qualified ECP Loan Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations
under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable
under this Section 10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under
this Section 10, or otherwise under this Agreement, voidable under applicable Law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section shall remain in full
force and effect until the later of the Expiration Date or discharge of such Qualified ECP Loan Party pursuant to the Credit
Agreement. Each Qualified ECP Loan Party intends that this Section 10 constitute, and this Section 10 shall be deemed to
constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)
(II) of the Commodity Exchange Act or any regulations promulgated thereunder.

1 1 . Notices. Except as otherwise expressly provided herein or in Section 11.5 of the Credit Agreement, all notices and
other communications provided for hereunder shall be in writing (including telegraphic, telex, facsimile transmission, email or cable
communication) and mailed, telegraphed, telexed, transmitted, cabled or delivered (i) if to a Guarantor, at its address specified in or
pursuant to the Credit Agreement and (ii) if to a Guaranteed Creditor, at its address specified in or pursuant to the Credit Agreement,
or in any case at such other address as any such party listed may hereafter notify the others in writing. All such notices and
communications shall be mailed, telegraphed, telexed, telecopied, emailed or cabled or sent by overnight courier, and shall be
effective when received, unless otherwise provided in the Credit Agreement.

1 2 . Counterparts; Signatures. This Guaranty Agreement may be executed in any number of counterparts, each of which,
when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Each
Guarantor acknowledges and agrees that a telecopy or other electronic transmission to any one or more of the Guaranteed Creditors of
signature pages hereto purporting to be signed on behalf of any Guarantor shall constitute effective and binding execution and
delivery hereof by such Guarantor.

13. Setoff, Default Payments by Borrower.

(a) Upon the occurrence and during the continuation of any Event of Default, if at such time any obligation of the
Guarantors now or hereafter existing under this Guaranty Agreement shall have become due and payable, any one or more of the
Guaranteed Creditors shall have the right from time to time, to the fullest extent permitted by Law, without notice to any Guarantor,
to set off against and apply to such due and payable amount any obligation of any nature of any one or more of the Guaranteed
Creditors to any Guarantor, including but not limited to all deposits (whether time or demand, general or special, provisionally
credited or finally credited, however evidenced) now or hereafter maintained by any Guarantor with any one or more of the
Guaranteed

8
 Creditors or any Subsidiary or Affiliate thereof. Such right shall be absolute and unconditional in all circumstances and, without
limitation, shall exist whether or not any one or more of the Guaranteed Creditors shall have given any notice or made any demand
under this Guaranty Agreement or under such obligation to any Guarantor, whether such obligation to such Guarantor is absolute or
contingent, matured or unmatured (it being agreed that any one or more of the Guaranteed Creditors may deem such obligation to be
then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty, or other
direct or indirect security or right or remedy available to any one or more of the Guaranteed Creditors. The rights of any one or more
of the Guaranteed Creditors under this Section are in addition to such other rights and remedies (including, without limitation, other
rights of setoff and banker’s lien) which any one or more of the Guaranteed Creditors may have, and nothing in this Guaranty
Agreement or in any other Loan Document shall be deemed a waiver of or restriction on the right of setoff or banker’s lien of any
one or more of the Guaranteed Creditors. Each of the Guarantors hereby agrees that, to the fullest extent permitted by Law, any one
or more of the Guaranteed Creditors and any holder of a participation in any Guaranteed Obligation or in any Obligation of any
Guarantor under this Guaranty Agreement, shall have the same rights of setoff as any one or more of the Guaranteed Creditors as
provided in this Section (regardless of whether such affiliate or participant otherwise would be deemed a creditor of such Guarantor).

(b) Upon the occurrence and during the continuation of any Event of Default under any Guaranteed Obligation, if any
amount shall be paid to any Guarantor by or for the account of the Borrower or any other Loan Party, such amount shall be held in
trust for the benefit of each Guaranteed Creditor and shall forthwith be paid to the Administrative Agent to be credited and applied
to the Guaranteed Obligations when due and payable.

1 4 . Construction. The section and other headings contained in this Guaranty Agreement are for reference purposes only
and shall not affect interpretation of this Guaranty Agreement in any respect. This Guaranty Agreement has been fully negotiated
between the applicable parties, each party having the benefit of legal counsel, and accordingly neither any doctrine of construction
of guaranties or suretyships in favor of the guarantor or surety, nor any doctrine of construction of ambiguities in agreements or
instruments against the party controlling the drafting thereof, shall apply to this Guaranty Agreement.

1 5 . Successors and Assigns. This Guaranty Agreement shall be binding upon each Guarantor, its successors and assigns,
and shall inure to the benefit of and be enforceable through the Administrative Agent by any one or more of the Guaranteed Creditors
and their successors and assigns, except that no Guarantor may assign or transfer any of its rights or obligations hereunder or any
interest herein and any such purported assignment or transfer shall be null and void. Without limitation of the foregoing, any one or
more of the Guaranteed Creditors (and any successive assignee or transferee), from time to time may assign or otherwise transfer all or
any portion of its rights or obligations under the Loan Documents (including all or any portion of any commitment to extend credit),
or any other Guaranteed Obligations, to any other Person and such Guaranteed Obligations (including any Guaranteed Obligations
resulting from an extension of credit by such other Person under or in connection with the Loan Documents) shall be and remain
Guaranteed Obligations entitled to the benefit of this Guaranty Agreement, and to the extent of its interest in such Guaranteed
Obligations such other Person shall be vested with all the benefits in

9
respect thereof granted to any one or more of the Guaranteed Creditors in this Guaranty Agreement or otherwise.

16. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

( a ) Governing Law. THIS GUARANTY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW
PRINCIPLES THEREOF).

( b ) Certain Waivers. To the fullest extent permitted by applicable Law, each Guarantor and each Guaranteed Creditor
hereby irrevocably:

(i) Consents and submits to the nonexclusive jurisdiction of the Courts of the State of New York sitting in New
York County and of the United States District Court of the Southern District of New York, and any relevant appellate court,
in any action or proceeding arising out of or relating to this any Loan Document, or for recognition or enforcement of any
judgment, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the extent permitted by Law, in such Federal
court;

(ii) Waives any objection to jurisdiction and venue of any action instituted against it in any court referred to in
Section 16(b)(i) and agrees not to assert any defense based on lack of jurisdiction or venue;

(iii) Irrevocably consents to service of process in the manner provided for notices in Section 11.5 of the Credit
Agreement; but nothing in any Loan Document will affect the right of any party hereto to serve process in any other manner
permitted by Law; and

(iv) WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN OR AMONG THE GUARANTOR AND ANY ONE OF
MORE OF THE GUARANTEED CREDITORS, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS GUARANTY
AGREEMENT, THE CREDIT AGREEMENT, OR ANY NOTE, GUARANTY OR OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, WITH THE CREDIT AGREEMENT OR
WITH THE TRANSACTIONS RELATED THERETO. The scope of this waiver is intended to be all-encompassing of any
and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without
limitation, contract claims, tort claims, breach of duty claims, and all other statutory and common Law claims. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
OF THIS GUARANTY AGREEMENT. In the event of litigation, this provision may be filed as a written consent to a trial by
the court.

10
 17. Severability; Modification to Conform to Law.

(a) The Guarantors acknowledge and agree that heretofore they, the Borrower and the other Loan Parties have been
operated as an integrated whole, and that such integrated operations, which benefit materially the Borrower and the other Loan
Parties, are intended to continue for the mutual benefit of the Borrower and the other Loan Parties. It is the intention of the parties
that this Guaranty Agreement be enforceable to the fullest extent permissible under applicable Law, but that the unenforceability (or
modification to conform to such Law) of any provision or provisions hereof shall not render unenforceable, or impair, the remainder
hereof. If any provision in this Guaranty Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction,
this Guaranty Agreement shall, as to such jurisdiction, be deemed amended to modify or delete, as necessary, the offending
provision or provisions and to alter the bounds thereof in order to render it or them valid and enforceable to the maximum extent
permitted by applicable Law without in any manner affecting the validity or enforceability or such provision or provisions in any
other jurisdiction or the remaining provisions hereof in any jurisdiction.

(b) Without limitation of the preceding subsection (a), to the extent that applicable Law (including applicable Laws
pertaining to fraudulent conveyance or fraudulent or preferential transfer) otherwise would render the full amount of the obligations
of each Guarantor hereunder invalid, voidable, or unenforceable on account of the amount of such Guarantor’s aggregate liability
under this Guaranty Agreement, then, notwithstanding any other provision of this Guaranty Agreement to the contrary, the
aggregate amount of such Guarantor’s liability shall, without any further action by any one or more of the Guaranteed Creditors or
such Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as
determined in such action or proceeding.

(c) Notwithstanding anything to the contrary in this Section or elsewhere in this Guaranty Agreement, this Guaranty
Agreement shall be presumptively valid and enforceable to its full extent in accordance with its terms, as if this Section (and
references elsewhere in this Guaranty Agreement to enforceability to the fullest extent permitted by Law) were not a part of this
Guaranty Agreement, and in any related litigation the burden of proof shall be on the party asserting the invalidity or
unenforceability of any provision hereof or asserting any limitation on the obligations of each Guarantor hereunder as to each
element of such assertion.

(d) With respect to each Guarantor that is not a US Subsidiary, the obligations of such Guarantor hereunder shall be
limited (i) by the corporate benefit restrictions required by Law and applicable to such Guarantor, and (ii) by financial assistance
restrictions required by Law and applicable to such Guarantor.

(e) The obligations of each Guarantor hereunder shall be limited to the extent, if any, necessary to avoid any personal
civil or criminal liability of any director or officer of such Guarantor arising as a result such Guarantor’s agreements hereunder or
enforcement thereof.

1 8 . Additional Guarantors. At any time after the initial execution and delivery of this Guaranty Agreement to the
Guaranteed Creditors, additional Persons may become parties to this Guaranty Agreement and thereby acquire the duties and rights of
being Guarantors hereunder by executing and delivering to the Administrative Agent and the Lenders a joinder to this Guaranty

11
Agreement pursuant to the Credit Agreement. No notice of the addition of any Guarantor shall be required to be given to any pre-
existing Guarantor, and each Guarantor hereby consents thereto.

1 9 . Joint and Several Obligations. Subject to the limitations set forth in Section 23 hereof and in the Credit Agreement,
each of the Guaranteed Obligations and additional liabilities of each and every Guarantor under this Guaranty Agreement are joint
and several Obligations of the Guarantors, and each Guarantor hereby waives to the full extent permitted by Law any defense such
Guarantor may otherwise have to the payment and performance of the Guaranteed Obligations that such Guarantor’s liability
hereunder is limited and not joint and several. Each Guarantor acknowledges and agrees that the foregoing waivers and those set
forth above and below serve as a material inducement to the agreement of the Guaranteed Creditors to make the Loans and other
financial accommodations under the Loan Documents, and that any one or more of the Guaranteed Creditors is relying on each
specific waiver and all such waivers in entering into this Guaranty Agreement. Subject to the limitations set forth in Section 23 hereof
and in the Credit Agreement, the undertakings of each Guarantor hereunder secure the Obligations of itself and the other Guarantors.
Any one or more of the Guaranteed Creditors, may, in their sole discretion, elect to enforce this Guaranty Agreement against any
Guarantor without any duty or responsibility to pursue the Borrower, any other Loan Party or any other Guarantor, and such an
election by any one or more of the Guaranteed Creditors shall not be a defense to any action any one or more of the Guaranteed
Creditors, may elect to take against any Guarantor. Each of the Guaranteed Creditors hereby reserves all rights against each
Guarantor.

20. Receipt of Credit Agreement, Other Loan Documents, Benefits.

(a) Each Guarantor hereby acknowledges that it has received a copy of the Credit Agreement and the other Loan
Documents and each Guarantor certifies as of the date hereof that the representations and warranties made therein with respect to
such Guarantor are true and correct in all material respects, except to the extent qualified by materiality in which case such
representation and warranty shall be true and correct in all respects. Further, each Guarantor acknowledges and agrees to perform,
comply with, and be bound by all of the provisions of the Credit Agreement and the other Loan Documents applicable to such
Guarantor.

(b) Each Guarantor hereby acknowledges, represents, and warrants that it receives synergistic benefits by virtue of its
affiliation with the Borrower and other Loan Parties and that it will receive direct and indirect benefits from the financing
arrangements contemplated by the Credit Agreement and that such benefits, together with the rights of contribution and subrogation
that may arise in connection herewith are a reasonably equivalent exchange of value in return for providing this Guaranty
Agreement.

21. Miscellaneous.

( a ) Generality of Certain Terms. As used in this Guaranty Agreement, the terms “hereof”, “herein” and terms of similar
import refer to this Guaranty Agreement as a whole and not to any particular term or provision; the term “including”, as used herein,
is not a term of limitation and means “including without limitation”; and the terms “paid” or “payment” (or words of similar import)
shall be deemed to mean indefeasibly paid or indefeasible payment.

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 (b ) Amendments, Waivers. No amendment to or waiver of any provision of this Guaranty Agreement, and no consent to
any departure by any Guarantor herefrom, shall in any event be effective unless in a writing signed by or on behalf of the
Administrative Agent and the requisite Lenders pursuant to Section 11.1 of the Credit Agreement. Any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given. No delay or failure of the Administrative
Agent or the Lenders, or any of them, in exercising any right or remedy under this Guaranty Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the
exercise of any other right or remedy. The rights and remedies of the Administrative Agent and the Lenders under this Guaranty
Agreement are cumulative and not exclusive of any other rights or remedies available hereunder, under any other agreement or
instrument, by Law, or otherwise.

( c ) Expenses. Each Guarantor unconditionally agrees to pay all reasonable and invoiced out‑of‑pocket costs and
reasonable expenses, including attorneys’ fees incurred by any one or more of the Guaranteed Creditors or any other Indemnitee in
enforcing this Guaranty Agreement against any Guarantor and each Guarantor shall pay and indemnify each Guaranteed Creditor
and each other Indemnitee for, and hold it harmless from and against, any and all Obligations, liabilities, losses, damages,
reasonable and invoiced costs, expenses (including disbursements and reasonable legal fees of counsel to any one or more of the
Guaranteed Creditors or other Indemnitee in accordance with Section 11.3.1 of the Credit Agreement), penalties, judgments, suits,
actions, claims, and disbursements imposed on, asserted against, or incurred by any one or more of the Guaranteed Creditors or other
Indemnitee (i) relating to the preparation, negotiation, execution, administration, or enforcement of or collection under this
Guaranty Agreement or any document, instrument, or agreement relating to any of the Obligations, including in any bankruptcy,
insolvency, or similar proceeding in any jurisdiction or political subdivision thereof; (ii) relating to any amendment, modification,
waiver, or consent hereunder or relating to any telecopy or telephonic transmission purporting to be by the Borrower or any other
Loan Party; (iii) in any way relating to or arising out of this Guaranty Agreement, or any document, instrument, or agreement
relating to any of the Guaranteed Obligations, or any action taken or omitted to be taken by any one or more of the Guaranteed
Creditors or any other Indemnitee hereunder, and including those arising directly or indirectly from the violation or asserted
violation by any Guarantor, the Borrower, any other Loan Party, any one or more of the Guaranteed Creditors or any other
Indemnitee of any Law of any jurisdiction or political subdivision thereof (including those relating to environmental protection,
health, labor, importing, exporting, or safety) and regardless whether asserted by any governmental entity or any other Person.

( d ) Prior Understandings. This Guaranty Agreement, together with the Credit Agreement and other Loan Documents
constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede any and all other prior
and contemporaneous understandings and agreements. There are no oral agreements between the parties.

(e) Survival. All representations and warranties of the Guarantors made in connection with this Guaranty Agreement shall
survive, and shall not be waived by, the execution and delivery of this Guaranty Agreement, any investigation by or knowledge of
any one or more of the Guaranteed Creditors, any extension of credit, or any other event or circumstance whatsoever.

13
 22. Spanish Enforcement Procedures.

(a) In any enforcement proceedings in Spain arising out of or in connection with any of the Loan Documents, the entries
made in the accounts maintained by the Administrative Agent and any other Guaranteed Creditor will be prima facie evidence of the
matters to which they relate. Accordingly, in the event of executive judicial enforcement against any of Grupo FerroAtlántica,
S.A.U., FerroAtlántica, S.A. or any other Guarantor that is a Spanish Person (collectively, the “Spanish Guarantors”) in Spain under
this Guaranty Agreement, the following shall apply:

(b) Administrative Agent’s Account: The Administrative Agent will open in its books a special internal account in the
name of the Borrower where the following entries will be made:

Debit:

- The amounts made available to the Borrower as principal by any credit means under the Credit Agreement.

- The amount of interest, fees, costs and any other amounts payable by the Borrower under the Credit Agreement.

Credit:

- Payments made by the Borrower to the Guaranteed Creditors through the Administrative Agent for the
settlement or repayment of any amounts payable under the Credit Agreement.

(c) Pursuant to the foregoing, the due and payable balance owed by the Borrower to each and every one of the
Guaranteed Creditors will be settled and recorded at all times in the aforementioned internal accounts. The balances shown on the
accounts referred to above duly certified by the Administrative Agent and/or by a Guaranteed Creditor shall be admissible as
evidence in any enforcement proceedings conducted in Spain against the Spanish Guarantors and in the absence of manifest error
shall provide conclusive evidence of the amounts due and payable by the Spanish Guarantors under this Guaranty Agreement in any
such proceedings.

(d) For the purposes of payment and dispatch of enforcement in Spain against the Spanish Guarantors, or for the purposes
of any judicial claims in Spain, the balance resulting from such accounts, duly certified by the Administrative Agent or by the
relevant Guaranteed Creditor separately exercising the enforcement action in Spain, will be a due and payable amount under this
Guaranty Agreement and may be used as evidence in judicial proceedings in Spain and will have full legal effect under Spanish
procedural laws. Accordingly, for the purposes of article 572 and article 517 of the Spanish Civil Procedural Law, the Spanish
Guarantors expressly agree that upon the occurrence of an Event of Default, the Administrative Agent (and/or any Guaranteed
Creditor) will calculate the amount due following its accounting provisions and it will issue the relevant certificate (which will be
upheld valid in a court and shall produce all legal effects) detailing the total due amount as of the date of its issuance, being deemed
such amount as true, net, due and payable.

14
 23. Limitations

(a ) French Guarantor Limitations. All obligations under this Guaranty Agreement and any other Loan Documents with
respect to a Guarantor that is a French Person (a “French Guarantor”) shall be limited as follows:

(i) Its obligations hereunder and under and any other Loan Document shall apply only insofar as may be
required to:

(A) guarantee the payment obligations under the Loan Documents of its direct or indirect
Subsidiaries which are or become a Loan Party from time to time under the Credit Agreement and which are
incurred by those Subsidiaries as borrowers (if they are not French Persons) and/or as borrowers or Guarantors (if
they are French Persons); and

(B) guarantee the payment obligations of the Borrower or other Guarantors which are not direct or
indirect Subsidiaries of such French Guarantor, provided that in such case such guarantee shall (1) be limited to the
payment obligations of all such other Guarantors under the Loan Documents and (2) not exceed an amount equal to
the aggregate of all amounts borrowed by such other Guarantors under the Credit Agreement (either directly or
indirectly by way of intercompany loan(s) made to such other Guarantors directly or indirectly by the Borrower or
by other Guarantors) and (without double counting) on-lent to such French Guarantor by way of intercompany
loan(s), directly or indirectly from the Borrower or other Guarantors and outstanding from time to time (such
amount being the “Maximum Guaranteed Amount”).

(ii) Any payment made by a French Guarantor under paragraph (a)(i)(B) above shall reduce pro tanto the
outstanding amount of the intercompany loans due by such French Guarantor to the Borrower or other Guarantor under the
intercompany loans referred to in that paragraph.

(iii) For the avoidance of doubt, any payment made by a French Guarantor in respect of the payment obligations
of the Borrower or a Guarantor referred to in paragraph (a)(i)(B) above shall reduce the relevant Maximum Guaranteed
Amount. Notwithstanding any other provision of this paragraph (a) of Section 23, the Credit Agreement or any other Loan
Documents, no French Guarantor shall guarantee liabilities under any Loan Document which would result in such French
Guarantor not complying with the French financial assistance rules as set out in article L.225-216 of the French Commercial
Code (Code de Commerce) and/or would constitute a misuse of corporate assets within the meaning of article L.241-3,
L.242-6 or L.244-1 of the French Commercial Code (Code de commerce) or any other applicable laws or regulations having
the same effect, as interpreted by French courts.

(iv) It is acknowledged that such French Guarantor is not acting jointly and severally with any other Loan Party
as to its obligations pursuant to the guarantee given in accordance with this Section 23 and the Credit Agreement.

15
 (v) Without prejudice to the foregoing and insofar as it relates to Foreign Currency Hedge Liabilities and all
Interest Rate Hedge Liabilities, the obligations of a French Guarantor under this Guarantee Agreement shall apply only
insofar as required to guarantee the payment obligations in respect of any Foreign Currency Hedge Liabilities and any
Interest Rate Hedge Liabilities of its direct or indirect Subsidiaries incorporated in France.

(vi) The representations and warranties made in this Guarantee Agreement and any covenants made by any
French Guarantor shall be strictly limited to matters related to such French Guarantor and its Subsidiaries and shall not be
joint and several with other Loan Parties.

(b) Spanish Guarantor Limitations. The obligations and liabilities of any Spanish Guarantor hereunder, and under any
other Loan Document, to the extent applicable on to any Spanish Guarantor, shall be deemed not to be assumed by such Spanish
Guarantor to the extent that they constitute or may constitute unlawful financial assistance within the meaning of article 150 of the
Spanish Companies Law (where the company is a Spanish public company (Sociedad Anónima)) or article 143 of the Spanish
Companies Law (where the company is a Spanish limited liability company (Sociedad de Responsabilidad Limitada)). Accordingly,
the obligations and liabilities of any Spanish Guarantor hereunder or under such other Loan Document, to the extent applicable on to
any Spanish Guarantor, shall not include and shall not be extended to any repayment obligations in respect of financing used in or
towards the payment of or refinancing of the purchase price or subscription for the shares or quotas in the Spanish Guarantor and/or
the acquisition of or subscription for the shares or quotas in its controlling corporation directly or indirectly (or, where the company
is a Spanish limited liability company (Sociedad de Responsabilidad Limitada), of any company of its group). The guarantee,
indemnity and other obligations of any Spanish Guarantor incorporated as a Spanish limited liability company (Sociedad de
Responsabilidad Limitada) expressed to be assumed by it under the guarantee of any Spanish Guarantor shall not include and shall
not extend to any obligations which could reasonably be expected to result in a breach of article 401 of the Spanish Capital
Companies Act, to the extent the restrictions under article 401 of the Spanish Capital Companies Act may be applicable to such
Spanish Guarantor.

[No additional provisions are on this page; the page next following is a signature page.]

16
 IN WITNESS WHEREOF, each Guarantor, intending to be legally bound, has executed this Guaranty Agreement as of the
date first above written.

Guarantors:

GLOBE SPECIALTY METALS, INC., a Delaware corporation

By
Name:
Title:

ALABAMA SAND AND GRAVEL, INC., a Delaware corporation

GLOBE METALLURGICAL INC., a Delaware corporation
ALDEN RESOURCES LLC, a Delaware limited liability company
ARL RESOURCES, LLC, a Delaware limited liability company
ARL SERVICES, LLC, a Delaware limited liability company
ALDEN SALES CORP, LLC, a Delaware limited liability company
CORE METALS GROUP HOLDINGS LLC, a Delaware limited
liability company
CORE METALS GROUP LLC, a Delaware limited liability
company
METALLURGICAL PROCESS MATERIALS, LLC, a Delaware
limited liability company
TENNESSEE ALLOYS COMPANY, LLC, a Delaware limited
liability company
GSM SALES, INC., a Delaware corporation
NORCHEM, INC., a Florida corporation
GATLIFF SERVICES, LLC, a Delaware limited liability company

By
Name:
Title:

[Signature Page 1 - Continuing Agreement of Guaranty and Suretyship]

 FERROPEM
A French Société par actions simplifiée

By
Name:
Title:

[Signature Page 2– Continuing Agreement of Guaranty and Suretyship]

 GRUPO FERROATLÁNTICA, S.A.U., a
company incorporated under the laws of Spain

By
Name:
Title:

FERROATLÁNTICA, S.A.U., a company

incorporated under the laws of Spain

By
Name:
Title:

[Signature Page 3– Continuing Agreement of Guaranty and Suretyship]

 EXHIBIT 1.1(I)(2)

[FORM OF]
INTERCOMPANY SUBORDINATION AGREEMENT

This INTERCOMPANY SUBORDINATION AGREEMENT (this “ Agreement”), dated as of February [ ], 2018, is entered
into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties
hereto by joinder, assumption or otherwise (collectively, the “ Obligors” and each, individually, an “Obligor”) and PNC BANK,
NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent under and pursuant to the Credit
Agreement, hereinafter defined (the “Secured Party”).

Recitals:

A. Reference is made to that certain Credit Agreement of even date herewith (as amended, restated, supplemented,
replaced and otherwise modified from time to time, the “Credit Agreement ”) by and among Ferroglobe PLC, a public limited
company organized under the laws of England and Wales (“Borrower”), the Guarantors party thereto as the “Guarantors”, the Lenders
party thereto as the “Lenders”, PNC Bank, National Association, as the “Administrative Agent”, and PNC Bank, National Association
as the “Swing Lender” and the “Issuing Lender”. Terms used but not defined herein have the meanings attributed to them in the
Credit Agreement; and

B. It is a condition precedent to the effectiveness of the Credit Agreement that the Obligors execute and deliver this
Agreement.

Agreements:

NOW THEREFORE, in consideration of the foregoing Recitals, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each Ob- ligor and the Secured Party hereby agree as follows:

1. Notwithstanding anything in this Agreement to the contrary, any indebtedness owing from time to time in respect of all
loans or advances (including, without limitation, pursuant to guarantees or security therefor, interest and premiums, if any, thereon
and other amounts payable in respect thereof) which are owed by any Obligor (each, in such capacity, a “Debtor Obligor”) to any
other Obligor (each, in such capacity, a “Creditor Obligor”), other than the Borrower (the “Subordinated Intercompany Obligations”)
shall be subordinate and junior in right of payment, to the extent and in the manner set forth below, to all Obligations of such Debtor
Obligor under the Credit Agreement and the other Loan Documents, including, without limitation, such Debtor Obligor’s Guaranteed
Obligations (as defined in the Guaranty Agreement) (collectively, the “Senior Indebtedness”):

(i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation,
reorganization or other similar proceedings in connection therewith, relative to any Debtor Obligor or to its creditors, as
such, or to its property, and
 in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Debtor Obligor, whether
or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect
of all amounts constituting Senior Indebtedness before any Creditor Obligor is entitled to receive (whether directly or
indirectly), or make any demands for, any payment on account of this Agreement and (y) until the holders of Senior
Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than contingent
amounts not yet due), any payment or distribution to which such Creditor Obligor would otherwise be entitled (other than
debt securities of such Debtor Obligor that are subordinated, to at least the same extent as the Subordinated Intercompany
Obligations, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as
“Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness;

(ii) If an Event of Default occurs and is continuing, then no payment or distribution of any kind or character
shall be made by or on behalf of the Debtor Obligor or any other Person on its behalf with respect to the Subordinated
Intercompany Obligations; and

(iii) If any payment or distribution of any character, whether in cash, securities or other property (other than
Restructured Debt Securities), in respect of the Subordinated Intercompany Obligations shall (despite these subordination
provisions) be received by any Creditor Obligor in violation of clause (i) or (ii) before all Senior Indebtedness (other than
contingent amounts not yet due) shall have been paid in full in cash, such payment or distribution shall be held in trust for
the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), ratably
according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior
Indebtedness in full in cash.

2. Each Creditor Obligor hereby acknowledges and agrees that the Secured Party may exercise all rights provided in the
Credit Agreement and the other Loan Documents with respect to this Agreement. To the fullest extent permitted by Law, no present
or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Agreement by any act or
failure to act on the part of any Debtor Obligor or by any act or failure to act on the part of such holder or any trustee or agent for such
holder. Each Creditor Obligor and each Debtor Obligor hereby agree that the subordination of the Subordinated Intercompany
Obligations is for the benefit of the Administrative Agent, the Issuing Lender, the Swing Lender, the Lenders, any Lenders or their
Affiliates from time to time providing Lender Provided Foreign Currency Hedges, Lender Provided Interest Rate Hedges or Other
Lender Provided Financial Service Products (the “Secured Creditors”) and the Secured Creditors are obligees under this Agreement to
the same extent as if their names were written herein as such and the Secured party may, on behalf of the itself and the other Secured
Creditors, proceed to enforce the subordination provisions herein.

3. Nothing contained in this Agreement is intended to or will impair, as between each Debtor Obligor and each Creditor
Obligor, the obligations of such Debtor Obligor, which are absolute and unconditional, to pay to such Creditor Obligor the principal
of and interest on

2
the Subordinated Intercompany Obligations as and when due and payable in accordance with its terms, or is intended to or will affect
the relative rights of such Creditor Obligor and other creditors of such Debtor Obligor other than the holders of Senior Indebtedness.

4. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any
departure by any Debtor Obligor or Creditor Obligor therefrom, shall be effective unless the same shall be consented to in writing by
the Administrative Agent and made in accordance with the terms of the Credit Agreement. Section 11.11 of the Credit Agreement is
incorporated herein, mutatis mutandis, as if a part hereof. Any provision hereof which is invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without
invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other
jurisdiction. This Agreement and any amendments, waivers, consents or supplements hereto may be executed manually, by electronic
transmission or by facsimile in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the
same agreement.

5. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

[Signatures Follow on Next Page]

3
 IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of
the day and year first above written.

Obligors:

EXECUTED by FERROGLOBE PLC

acting by a Director [Signature of Director]
in the presence of ______________
................................………………..

[Signature of witness]

................................………………..

Name:

Address:

Occupation:

[Signature Page to Intercompany Subordination Agreement]

GLOBE SPECIALTY METALS, INC., a Delaware corporation

By:
Name:
Title:

ALABAMA SAND AND GRAVEL, INC., a Delaware corporation

GLOBE METALLURGICAL INC., a Delaware corporation
ALDEN RESOURCES LLC, a Delaware limited liability company
ARL RESOURCES, LLC, a Delaware limited liaility company
ARL SERVICES, LLC, a Delaware limited liability company
ALDEN SALES CORP, LLC, a Delaware limited liability company
CORE METALS GROUP HOLDINGS LLC, a Delaware limited
liability company
CORE METALS GROUP LLC, a Delaware limited liability
company
METALLURGICAL PROCESS MATERIALS, LLC, a Delaware
limited liability company
TENNESSEE ALLOYS COMPANY, LLC, a Delaware limited
liability company
GSM SALES, INC., a Delaware corporation
NORCHEM, INC., a Florida corporation
GATLIFF SERVICES, LLC, a Delaware limited liability company

By
Name:
Title:

2
FERROPEM
A French Société par actions simplifiée

By
Name:
Title:

3
GRUPO FERROATLÁNTICA, S.A.U.,
a company incorporated under the laws of Spain

By
Name:
Title:

FERROATLÁNTICA, S.A.U.,
a company incorporated under the laws of Spain

By
Name:
Title:

4
SECURED PARTY:

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By
Name:
Title:

5
 EXHIBIT 1.1(N)(1)

FORM OF
REVOLVING CREDIT NOTE

$ Cleveland, Ohio
February [ ], 2018

FOR VALUE RECEIVED , the undersigned FERROGLOBE PLC, a public limited company organized under the laws of
England and Wales with a registered address at 5 Fleet Place, London EC4M 7RD, United Kingdom and registered number 09425113
(herein, together with its successors and assigns, the “Borrower”), hereby promises to pay to the order of (the “Lender”), in
lawful money of the United States of America and in immediately available funds, the principal sum of DOLLARS
($ ), or, if less, the then unpaid principal amount of all Revolving Credit Loans (such term and certain other terms used herein
without definition shall have the meanings ascribed thereto in the Credit Agreement referred to below), made by the Lender to the
Borrower pursuant to the Credit Agreement, on the Expiration Date.

The Borrower promises also to pay interest in like currency and funds on the unpaid principal amount of the Revolving Credit
Loans evidenced hereby from the date of advance thereof until paid at the rates and at the times provided in the Credit Agreement.

This Revolving Credit Note (this “Note”) is issued pursuant to the Credit Agreement of even date herewith, by and among the
Borrower, the Guarantors party thereto from time to time, the lending institutions from time to time party thereto (including the Lender)
and PNC Bank, National Association, as Administrative Agent (as amended, restated or otherwise modified and as from time to time in
effect, the “Credit Agreement”), and is entitled to the benefits thereof and of the other Loan Documents. This Note is subject to voluntary
and mandatory prepayment prior to the Expiration Date, in whole or in part, as provided in the Credit Agreement.

All payments of principal and interest made in respect of the Revolving Credit Loans evidence hereby must be repaid in the same
currency (whether Dollars or the applicable Optional Currency) in which such Revolving Credit Loan was made, unless otherwise provided
in the Credit Agreement.

In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may become or be
declared to be due and payable in full in the manner and with the effect provided in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. No failure to
exercise, or delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of any such rights.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD APPLY A DIFFERENT LAW.

[Signature page follows]

 IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered as of the day and year first
above set forth.

EXECUTED by FERROGLOBE PLC

acting by a Director [Signature of Director]
in the presence of
................................………………..

[Signature of witness]

................................………………..

Name:

Address:

Occupation:

[Signature Page to Revolving Credit Note]

 EXHIBIT 1.1(N)(2)

[FORM OF]
SWING LOAN NOTE

$ 25,000,000.00 Cleveland, Ohio

February [ ], 2018

FOR VALUE RECEIVED , the undersigned FERROGLOBE PLC, a public limited company organized under the laws of
England and Wales with a registered address at 5 Fleet Place, London EC4M 7RD, United Kingdom and registered number 09425113
(herein, together with its successors and assigns, the “Borrower”), hereby promises to pay to the order of PNC BANK, NATIONAL
ASSOCIATION (the “Lender”), in lawful money of the United States of America and in immediately available funds, the principal sum of
TWENTY-FIVE MILLION DOLLARS ($25,000,000.00), or, if less, the then unpaid principal amount of all Swing Loans (such term and
certain other terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement referred to below),
made by the Lender to the Borrower pursuant to the Credit Agreement, on the Expiration Date or at such earlier date as set forth in the
Credit Agreement.

The Borrower promises also to pay interest in like currency and funds on the unpaid principal amount of the Swing Loans
evidenced hereby from the date of advance thereof until paid at the rates and at the times provided in the Credit Agreement.

This Swing Loan Note (this “Note”) is issued pursuant to the Credit Agreement of even date herewith, by and among the
Borrower, the Guarantors party thereto from time to time, the lending institutions from time to time party thereto (including the Lender)
and PNC Bank, National Association, as Administrative Agent (as amended, restated or otherwise modified and as from time to time in
effect, the “Credit Agreement”), and is entitled to the benefits thereof and of the other Loan Documents. This Note is subject to voluntary
and mandatory prepayment prior to the Expiration Date, in whole or in part, as provided in the Credit Agreement.

In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may become or be
declared to be due and payable in full in the manner and with the effect provided in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. No failure to
exercise, or delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of any such rights.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD APPLY A DIFFERENT LAW.

[Signature Page Follows]

 IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered as of the day and year first above
set forth.

EXECUTED by FERROGLOBE PLC

acting by a Director [Signature of Director]
in the presence of
................................………………..

[Signature of witness]

................................………………..

Name:

Address:

Occupation:

[Signature Page to Swing Loan Note]

 EXHIBIT 1.1(IP)

[FORM OF]
PATENT, TRADEMARK AND COPYRIGHT
SECURITY AGREEMENT

This PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (this “ IP Security Agreement ”) is made and entered
into as of this [ ] day of [ ], by and among EACH OF THE GRANTORS LISTED ON THE SIGNATURE PAGES HERETO and
each of the other persons and entities that become bound hereby from time to time by joinder, assumption or otherwise (each a “Grantor”
and collectively, the “Grantors”) and PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as
Administrative Agent under and pursuant to the Credit Agreement, hereinafter defined (the “ Secured Party”). Capitalized terms used herein
but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

Recitals:

A. Ferroglobe PLC, a public limited company organized under the laws of England and Wales (“Borrower”), the Guarantors
party thereto as the “Guarantors”, the Lenders party thereto as the “Lenders”, PNC Bank, National Association, as the “Administrative
Agent”, and PNC Bank, National Association, as the “Swing Lender” and the “Issuing Lender”, are the parties to that certain Credit
Agreement dated as of February , 2018 (as amended, restated, supplemented, replaced and otherwise modified from time to time, the
“Credit Agreement”).

B. It is a condition precedent to the effectiveness of the Credit Agreement that the Grantors deliver this IP Security Agreement.

C. The Grantors are party to that certain US Security and Pledge Agreement dated as of February , 2018 (as amended, amended
and restated, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Secured Party.

Agreements:

NOW THEREFORE, in consideration of the foregoing Recitals, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor and the Secured Party hereby agree as follows:

1 . INCORPORATION OF CREDIT AGREEMENT AND SECURITY AGREEMENT . The Credit Agreement and the Security
Agreement and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference.

2 . SECURITY INTEREST IN PATENTS, TRADEMARKS, COPYRIGHTS, ETC . Each Grantor hereby pledges and grants to the
Secured Party for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under
all the following Proprietary Collateral of such Grantor (collectively, the “IP Collateral”):

(a) the Intellectual Property of such Grantor listed on Schedule I attached hereto; and

(b) all Proceeds of any and all of the foregoing.

 3. SECURITY AGREEMENT. The security interest granted pursuant to this IP Security Agreement is granted in conjunction
with the security interest granted to the Secured Party pursuant to the Security Agreement and the Grantors hereby acknowledge and affirm
that the rights and remedies of the Secured Party with respect to the security interest in the IP Collateral made and granted hereby are more
fully set forth in the Security Agreement. In the event that any provision of this IP Security Agreement is deemed to conflict with the
Security Agreement, the provisions of the Security Agreement shall control unless the Secured Party shall otherwise determine.

4. TERMINATION. Upon the termination of the security interests granted to the Secured Party under the Security Agreement
in accordance with Section 22 thereof, the Secured Party shall execute, acknowledge, and deliver to the Grantors an instrument in writing
in recordable form releasing the IP Collateral.

5 . COUNTERPARTS. This IP Security Agreement may be executed in any number of counterparts, all of which shall constitute
one and the same instrument, and any party hereto may execute this IP Security Agreement by signing and delivering one or more
counterparts.

6 . GOVERNING LAW. Section 11.11.1 through Section 11.11.5 of the Credit Agreement are incorporated herein, mutatis
mutandis, as if a part hereof.

[Signatures Follow on Next Page]

2
 IN WITNESS WHEREOF, the parties hereto have executed this Patent, Trademark and Copyright Security Agreement as of the
date first above written.

GRANTORS:

[ ]

By
Name:
Title:

Accepted and Agreed:

PNC BANK, NATIONAL ASSOCIATION,

as Secured Party

By:
Name:
Title:
 SCHEDULE I
to
PATENT, TRADEMARK AND COPYRIGHT
SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS

Patents

Patent Name Country Registration Number Record Owner

Patent Applications

Application Name Country Application Number Applicant

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademarks

Name Country Registration Number Record Owner

Trademark Applications

Application Name Country Application Number Applicant

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

Copyrights

Copyright Name Country Registration Number Record Owner

Copyrights Applications

Copyright Name Country Application Number Record Owner

 EXHIBIT 1.1(P)(1)

UK PLEDGE AGREEMENT
[See attached]
 DATED 2018

GRUPO FERROATLÁNTICA, S.A.U.

as Chargor (1)

and

PNC BANK, NATIONAL ASSOCIATION

as UK Security Trustee (2)

SHARE CHARGE

Squire Patton Boggs (UK) LLP

6 Wellington Place
Leeds LS1 4AP
United Kingdom
DX 321081 Leeds 18

O +44 113 284 7000

F +44 113 284 7001
Reference TXT1/SQU.038-0352
 CONTENTS

1 INTERPRETATION 1
2 COVENANT TO PAY
5
3 SECURITY
5
4 CONTINUING SECURITY
5
5 REPRESENTATIONS AND WARRANTIES
7
6 GENERAL UNDERTAKINGS
8
7 SHARES
9
8 FURTHER ASSURANCE
11
9 POWER TO REMEDY
11
10 ENFORCEMENT OF SECURITY
11
11 RECEIVERS
12
12 APPLICATION OF PROCEEDS
13
13 POWER OF ATTORNEY
14
14 PROTECTION OF UK SECURITY TRUSTEE AND RECEIVERS
14
15 PROTECTION OF THIRD PARTIES
14
16 DELEGATION BY UK SECURITY TRUSTEE
15
17 REDEMPTION OF PRIOR MORTGAGES
15
18 RELEASE OF THE SECURITY
15
19 PAYMENTS
15
20 COSTS AND EXPENSES
16
21 ASSIGNMENTS AND TRANSFERS
16
22 REMEDIES AND WAIVERS
16
23 SET-OFF
17
24 ADDITIONAL PROVISIONS
17
25 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION
18
26 GOVERNING LAW
18

i
27 ENFORCEMENT AND JURISDICTION 18
28 COUNTERPARTS AND EFFECTIVENESS 20
SCHEDULE 1 SHARES 21
SIGNATURES 22

ii
DATE OF SHARE CHARGE 2018

PARTIES

(1) GRUPO FERROATLÁNTICA, S.A.U. a company duly incorporated pursuant to the laws of Spain, with registered office
located at Paseo de la Castellana, 259-D, 49th Floor, 28046 – Madrid, Spain, registered with Commercial Registry of
Madrid, and with tax identification number (N.I.F.) A-85255370, in force (the "Chargor")

(2) PNC BANK, NATIONAL ASSOCIATION as Administrative Agent and trustee for the Secured Parties (the " UK
Security Trustee", which expression includes any person which is for the time being a trustee (or a co-trustee) for the
Secured Parties)

INTRODUCTION

A Ferroglobe PLC, the Guarantors (including the Chargor) party thereto as the "Guarantors", the Lenders party thereto as
the "Lenders", PNC Bank, National Association, as the "Administrative Agent", and PNC Bank, National Association as
the "Swing Loan Lender" and the "Issuing Lender", are the parties to that certain Credit Agreement
dated 2018 (as amended, restated, supplemented, replaced and otherwise modified from time to time, the
"Credit Agreement").

B It is a condition subsequent to the effectiveness of the Credit Agreement that the Chargor executes and delivers this
Share Charge.

C The board of directors of the Chargor is satisfied that entering into this Share Charge would be to the further benefit and
advantage of the Chargor.

D The UK Security Trustee holds the Liens, the UK Collateral and the benefit of this Share Charge on trust for itself and
the other Secured Parties on the terms of this Share Charge and the Credit Agreement.

IT IS AGREED THAT:

1 INTERPRETATION

1.1 Definitions

In this Share Charge the following terms have the meanings given to them in this clause.

"Account" means any account now or in the future opened or maintained by the Chargor with a bank or other financial
institution (and any replacement account or subdivision or subaccount of that account), all amounts from time to time
standing to the credit of, or accrued or accruing on, such account and all Related Rights.

"Administrator" means an administrator appointed under schedule B1 to the Insolvency Act.

1
"Credit Agreement" has the meaning given in Recital A above.

"Default Rate" means the rate specified in clause 4.3.2 (Other Obligations) of the Credit Agreement.

"Insolvency Act" means the Insolvency Act 1986.

"Law of Property Act" means the Law of Property Act 1925.

"Lien" means a mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security
arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or
title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of,
security or any other agreement or arrangement having a similar effect.

"Receiver" means a receiver and manager or any other receiver (whether appointed pursuant to this Share Charge or any
statute, by a court or otherwise) of all or any of the Secured Assets and shall, where permitted by law, include an
administrative receiver.

"Related Rights" means, in relation to any asset:

(a) the proceeds of sale of all or any part of that asset;

(b) all rights under any licence, agreement for sale or agreement for lease in respect of that asset;

(c) all rights, powers, benefits, claims, contracts, warranties, remedies, security, guarantees, indemnities or
covenants for title in respect of that asset; and

(d) any monies, proceeds or income paid or payable in respect of that asset.

"Secured Assets" means all of the assets, rights, title, interests and benefits of the Chargor from time to time subject to
the Security.

"Secured Obligations" means any and all of the Obligations, including, without limitation, any Loan Party’s
indebtedness and other obligations in respect of the following:

(a) all principal of and interest on Loans or advances or other extensions of credit to or for the benefit of the
Borrower, which such Loans or advances may be evidenced by promissory notes (the "Notes", such term to
include all notes and other instruments or securities issued in exchange therefor or in replacement thereof);

(b) all Letter of Credit Obligations;

(c) all obligations arising in connection with Other Lender Provided Financial Service Products;

(d) all Foreign Currency Hedge Liabilities and all Interest Rate Hedge Liabilities;

2
(e) all commitment fees and other amounts from time to time owing to the Secured Parties under or in connection
with the Credit Agreement, any Security Agreement, any Guaranty or any other Loan Document;

(f) all costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by the Secured Parties
in the collection of any or all amounts due and payable under the Credit Agreement and in the enforcement of
their rights under the Credit Agreement, the Notes, any Guaranty Agreement, any Security Agreement or any
other Loan Document, in all cases, to the extent and as provided for in the Credit Agreement and such other
Loan Documents;

(g) to the extent not otherwise addressed above, all other Obligations; and

(h) all extensions, renewals or refinancings thereof, in whole or in part, whether such Obligations, liabilities, or
Indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to
become due, whether for payment or performance, now existing or hereafter arising and including Obligations,
liabilities, and Indebtedness arising or accruing after the commencement of an Insolvency Proceeding with
respect to the Borrower, any other Loan Party or any Subsidiary or which would have arisen or accrued but for
the commencement of such Insolvency Proceeding, even if the claim for such Obligation, liability, or
Indebtedness is not enforceable or allowable in such Insolvency Proceeding, and including all Obligations,
liabilities, and Indebtedness arising from any extensions of credit under or in connection with the Loan
Documents from time to time, regardless whether any such extensions of credit are in excess of the amount
committed under or contemplated by the Loan Documents or are made in circumstances in which any condition
to extension of credit is not satisfied; provided, however, that notwithstanding anything to the contrary in the
foregoing or otherwise in any Security Agreement, the Secured Obligations shall not include Excluded Hedge
Liabilities,

provided that no Obligation shall be included in the definition of "Secured Obligations" to the extent that, if it were so
included, the Security (or any part thereof) or any other provision of this Share Charge would be unlawful or prohibited
by any applicable law. For the avoidance of doubt, this Share Charge does not secure any payment obligation that may
constitute a violation of the prohibition of financial assistance under Spanish law (i.e., articles 143.2 and 150.1 of the
Spanish Companies’ Act (Ley de Sociedades de Capital), as the case may be) by the Chargor; and therefore, such
obligations would be excluded from the definition of "Secured Obligations".

"Secured Parties" means each of the Secured Parties (as defined in the Credit Agreement) and any Receiver.

"Security" means the Liens created or intended to be created by this Share Charge.

"Security Period" means the period beginning on the date of this Share Charge and ending on the date upon which the
UK Security Trustee is satisfied that:

(a) none of the Secured Parties is under any obligation (whether actual or contingent) to make advances or provide
other financial accommodation to any Loan Party under any of the Loan Documents; and

3
 (b) all Secured Obligations have been unconditionally and irrevocably paid in full.

"Shares" means the shares identified in Schedule 1 (Shares) (if any) and all other shares in the capital of any company
incorporated in England and Wales now or in the future legally or beneficially owned by the Chargor and/or any
nominee on its behalf, but excluding any shares in a Joint Venture where the constitutional documents of that Joint
Venture prohibit the charging of such shares, together with all warrants, options or other rights to subscribe for,
purchase or otherwise acquire any securities and investments in each case whether held directly by or to the order of the
Chargor or by any custodian, nominee, fiduciary, clearance system or other similar person on its behalf (and all rights
against any such person).

1.2 Defined Terms

Unless this Share Charge provides otherwise or the context otherwise requires, a term which is defined (or expressed to
be subject to a particular construction) in the Credit Agreement shall have the same meaning (or be subject to the same
construction) in this Share Charge.

1.3 Incorporation of Terms

The terms of the Loan Documents and any side letters between the Borrower and the Secured Parties are incorporated
into this Share Charge to the extent required for any purported disposition contained in this Share Charge to be a valid
disposition in accordance with Section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989.

1.4 Certificates

Any certification or determination by a Secured Party of a rate or amount of any Secured Obligation owed to it shall be,
in the absence of manifest error, conclusive evidence of the existence and amount of such Secured Obligation.

1.5 Nominees

If the UK Security Trustee causes or requires Shares or any other asset to be registered in the name of a nominee for the
UK Security Trustee, any reference in this Share Charge to the UK Security Trustee shall, if the context so permits or
requires, be construed as a reference to each of the UK Security Trustee and such nominee.

1.6 Third Party Rights

(a) The terms of this Share Charge may be enforced only by a party to it and the operation of the Contracts (Rights
of Third Parties) Act 1999 is excluded, provided that any Receiver and any other Secured Party may rely on
and enforce this Share Charge.

(b) The parties to this Share Charge may vary or rescind this Share Charge without the consent of any third party.

1.7 Clause and Schedule Headings

4
 (a) Unless otherwise stated, any reference in this Share Charge to a clause or a Schedule shall be construed as a
reference to a clause of or a schedule to this Share Charge.

(b) Clause and Schedule headings are for ease of reference only and shall not affect the construction of this Share
Charge.

2 COVENANT TO PAY

2.1 Covenant to Pay

The Chargor agrees, as primary obligor and not only as a surety, that it will pay and discharge the Secured Obligations
as and when they fall due or, if no time for payment is specified in respect of the same, promptly on demand of the UK
Security Trustee.

2.2 Interest

Any Secured Obligation which is owed by the Chargor under this Share Charge and is not paid when due shall bear
interest at the Default Rate from the due date until the date on which such Secured Obligation is unconditionally and
irrevocably paid in full and such interest shall accrue from day to day (after as well as before judgment) and be payable
by the Chargor on demand of the UK Security Trustee.

3 SECURITY

The Chargor, with full title guarantee and as continuing security for the payment and discharge of the Secured
Obligations, charges in favour of the UK Security Trustee to hold the same on trust for the Secured Parties on the terms
set out in the Credit Agreement by way of first fixed charge all the Chargor's present and future right, title and interest
in and to and the benefit of all Shares and all Related Rights.

4 CONTINUING SECURITY

4.1 Continuing and Independent Security

The Security shall constitute and be continuing security which shall not be released or discharged by any intermediate
payment or settlement of all or any of the Secured Obligations, shall continue in full force and effect until the end of the
Security Period and is in addition to and independent of, and shall not prejudice or merge with, any other security (or
any right of set-off) which the UK Security Trustee or any other Secured Party may hold at any time for the Secured
Obligations or any of them.

4.2 New Accounts

If the UK Security Trustee receives notice of any Lien created or arising after the date of this Share Charge in respect of
the Secured Assets or any of them or makes demand of the Chargor for payment of any or all of the Secured Obligations:

(a) the UK Security Trustee may open a new account or accounts in respect of any or all of the Secured Obligations
(and if it does not do so it shall be treated as if it had done so at the time it received such notice or made such
demand); and

5
 (b) thereafter any amounts paid to the UK Security Trustee in respect of the Secured Obligations, or realised or
recovered by the UK Security Trustee under this Share Charge, shall be credited to a new account (or be treated
as having been so credited) and not applied (or be treated as having been applied) in or towards payment of all
or any of the Secured Obligations.

4.3 Avoidance of Payments

Where any release, discharge or other arrangement in respect of any Secured Obligation or any Lien which any Secured
Party may hold for such Secured Obligation is given or made in reliance on any payment or other disposition which is
avoided or must be repaid in an insolvency, liquidation or otherwise, and whether or not such Secured Party has
conceded or compromised any claim that any such payment or other disposition will or should be avoided or repaid,
this Share Charge and the Security shall continue as if such release, discharge or other arrangement had not been given
or made.

4.4 Immediate Recourse

Neither the UK Security Trustee nor any other Secured Party shall be obliged before exercising any of the rights
conferred on it by this Share Charge or by law to seek to recover amounts due from any Loan Party or to exercise or
enforce any other rights or security it may have or hold in respect of the Secured Obligations or any of them.

4.5 Waiver of Defences

Neither the obligations of the Chargor under this Share Charge, nor the Security and the rights, powers and remedies
conferred on the UK Security Trustee by this Share Charge or by law shall be discharged, impaired or otherwise affected
by:

(a) the winding-up, dissolution, administration or reorganisation of any Loan Party or any other person or any
change in the status, function, control or ownership of any Loan Party or any such person;

(b) any of the Secured Obligations or any other security held by the UK Security Trustee or any other Secured Party
in respect thereof being or becoming illegal, invalid, unenforceable or ineffective in any respect;

(c) any time or other indulgence being granted or agreed to or with any Loan Party or any other person in respect of
the Secured Obligations or any of them or in respect of any other security held by the UK Security Trustee or
any other Secured Party in respect thereof;

(d) any amendment to, or any variation, waiver or release of, the Secured Obligations or any of them or any other
security, guarantee or indemnity held by the UK Security Trustee or any other Secured Party in respect thereof;

(e) any total or partial failure to take or perfect any security proposed to be taken in respect of the Secured
Obligations or any of them;

(f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other
security, guarantee or indemnity held

6
 by the UK Security Trustee or any other Secured Party in respect of the Secured Obligations or any of them; or

(g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of
the Chargor under this Share Charge, the Security or any of the rights, powers and remedies conferred on the
UK Security Trustee and the other Secured Parties by this Share Charge or by law.

4.6 No Competition

Any right which the Chargor may have by way of subrogation, contribution or indemnity in relation to the Secured
Obligations, or otherwise to claim or prove as a creditor of any Loan Party or any other person or its estate in
competition with the UK Security Trustee or any other Secured Party, shall be exercised by the Chargor only if and to
the extent that the UK Security Trustee so requires and in such manner and upon such terms as the UK Security Trustee
may specify and the Chargor shall hold any moneys, rights or security held or received by it as a result of the exercise of
any such rights on trust for the UK Security Trustee for application in accordance with the terms of this Share Charge as
if such moneys, rights or security were held or received by the UK Security Trustee under this Share Charge.

4.7 Appropriation

Neither the UK Security Trustee nor any other Secured Party shall be obliged to apply any sums held or received by it
in respect of the Secured Obligations in or towards payment of the Secured Obligations and any such sum shall be held
by or paid to the UK Security Trustee for application pursuant to the terms of this Share Charge provided that any such
sum may be credited to a suspense or impersonal account and held in such account pending the application from time
to time of such sums in or towards discharge of the Secured Obligations.

5 REPRESENTATIONS AND WARRANTIES

The Chargor makes the representations and warranties set out in clauses 5.1 (Shares) to 5.2 (No Lien from any Loan
Party) to each Secured Party and acknowledges that each of the Secured Parties has entered into the Loan Documents to
which it is party in reliance on such representations and warranties.

5.1 Shares

(a) It has good and marketable title to all of the Shares it purports to own, free and clear in each case of any Lien,
and all such Shares have been validly issued and are fully paid and nonassessable.

(b) Its Shares and all Related Rights are within the Chargor's disposition and control and the terms of each Share
and each Related Right, if applicable, and of the memorandum and articles of association or other
constitutional documents of each issuer of such Shares do not restrict or otherwise limit the Chargor's ability to
transfer, mortgage, charge or otherwise grant security in respect of any of its Shares and/or the Related Rights.

7
 (c) It will not take any action whereby the rights attaching to, or the Security over, its Shares and the Related
Rights are altered, diluted or otherwise adversely affected except with the prior written consent of the UK
Security Trustee.

(d) Save as otherwise expressly permitted under the Loan Documents, it has not sold or granted any rights of pre-
emption over or agreed to sell or grant any right of pre-emption over or otherwise disposed of or agreed to
dispose of the benefit of all or any of its rights, title, interests or benefits in, to or in respect of all or any of its
Shares or any of the Related Rights.

5.2 No Lien from any Loan Party

It has not requested or taken any Lien from any Loan Party for any obligations or liabilities of any Loan Party to it
unless such Lien is a Permitted Lien.

5.3 Repetition

The representations and warranties set out in clauses 5.1 (Shares) to 5.2 (No Lien from any Loan Party):

(a) shall survive the execution of each Loan Document and each advance under the Credit Agreement; and

(b) are made on the date of this Share Charge and are deemed to be repeated on the date of each advance under the
Credit Agreement during the Security Period with reference to the facts and circumstances then existing.

6 GENERAL UNDERTAKINGS

6.1 Negative Pledge and Disposals

The Chargor will not:

(a) create or permit to subsist any Lien over all or any of the Secured Assets other than:

(i) Liens constituted by or created pursuant to any of the Loan Documents; and

(ii) other Liens expressly permitted under the terms of the Loan Documents; or

(b) dispose of any of its assets except to the extent and in the manner expressly permitted under the Loan
Documents.

6.2 People with Significant Control regime

The Chargor shall ensure that each of its Subsidiaries based in the UK will:

(a) within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act
2006 from any company incorporated in the United Kingdom whose shares are the subject of the Security; and

8
 (b) promptly provide the UK Security Trustee with a copy of that notice.

7 SHARES

7.1 Deposit of Certificates

The Chargor will:

(a) on the date of this Share Charge in respect of the Shares specified in Schedule 1 (Shares), and on the date of
acquisition in respect of any additional Shares deliver to the UK Security Trustee (i) the share certificates and
(ii) stock transfer forms (duly executed in blank by or on behalf of the Chargor or its nominee as appropriate);
and

(b) on the date of this Share Charge, or if later, on the date of acquisition of any Share:

(i) deposit with the UK Security Trustee (or as the UK Security Trustee may direct) all other certificates and
documents of title or evidence of ownership in relation to such Shares and any Related Rights; and

(ii) execute and deliver to the UK Security Trustee all such other transfer forms and documents as may be
requested by the UK Security Trustee in order to enable the UK Security Trustee (or its nominee) to
become registered as the owner, or otherwise obtain legal title to such Shares and Related Rights.

7.2 Not Prejudice

The Chargor shall not, by the exercise of any voting rights or otherwise, permit or agree to:

(a) any variation of the rights attaching to or conferred by all or any part of its Shares, or

(b) any increase in the issued share capital of any company whose shares are charged pursuant to this Share Charge;
or

(c) any other matter,

in each case which would, or would be reasonably likely to, impair the value of, or prejudice the ability of the UK
Security Trustee to realise, the Security or otherwise prejudice the interests of any Secured Party under any Loan
Document.

7.3 Calls and other Payments

The Chargor shall pay when due all calls or other requests for payments made in respect of any of its Shares and the
Related Rights but if the Chargor fails to make any such payment, the UK Security Trustee may (but shall not be
obliged to) make such payment on behalf of the Chargor and if the UK Security Trustee does so, the Chargor shall
promptly on demand of the UK Security Trustee pay to the UK Security Trustee an amount equal to such payment.

9
7.4 Notices

The Chargor shall, promptly upon receipt by it, deliver to the UK Security Trustee copies of any notices, reports,
accounts, statements, circulars or any other documents relating to any of its Shares or the Related Rights.

7.5 Rights Before Security Enforceable

Unless and until the Security has become enforceable, the Chargor shall continue to be entitled:

(a) to receive and retain all dividends, interest and other monies arising from the Shares and the Related Rights;
and

(b) subject to clause 7.2 (Not Prejudice), to exercise all voting rights in relation to the Shares.

7.6 Rights after Security Enforceable

At any time after the Security has become enforceable, the UK Security Trustee may at its discretion (in the name of the
Chargor or otherwise and without any further consent or authority from the Chargor):

(a) complete all stock transfer forms and other documents of title then held by the UK Security Trustee pursuant to
this Share Charge in the name of the UK Security Trustee (or its nominee) and the Chargor shall co-operate with
the UK Security Trustee to secure the prompt registration of such transfer and the prompt issue of a new
certificate or certificates for the relevant Shares in the name of the UK Security Trustee (or its nominee);

(b) exercise (or refrain from exercising) any voting rights in respect of any of the Chargor's Shares and all other
powers and rights conferred on or exercisable by a legal or beneficial owner of the Shares;

(c) apply all dividends, interest and other monies arising from or pursuant to the Chargor's Shares as if they were
proceeds of sale under this Share Charge; and

(d) exercise or refrain from exercising the rights of a legal owner of the Shares, including the right, in relation to any
company whose shares or other securities are included in the Shares, to concur or participate in:

(i) the reconstruction, amalgamation, sale or other disposal of such company or any of its assets or
undertaking (including the exchange, conversion or reissue of any shares or securities as a
consequence thereof);

(ii) the realisation, modification or variation of any rights or liabilities attaching to any such shares or
securities; and

(iii) the exercise, renunciation or assignment of any right to subscribe for any such shares or securities,

10
 in each case in such manner and on such terms as the UK Security Trustee may think fit.

8 FURTHER ASSURANCE

The Chargor shall from time to time and at its own expense, give all such assurances and do all such things as the UK
Security Trustee may reasonably require or consider desirable to enable the UK Security Trustee to perfect, preserve or
protect the Security or the priority of the Security or to exercise any of the rights conferred on the UK Security Trustee
or the Secured Parties by this Share Charge or by law and to that intent the Chargor shall execute all such instruments,
deeds and agreements, obtain all consents, approvals and other authorisations necessary to create legally and validly,
without any breach of contract or duty, the fixed charges envisaged under clause 3 (Security), and shall give all such
notices and directions as the UK Security Trustee may consider expedient.

9 POWER TO REMEDY

Without prejudice to the UK Security Trustee's rights under clause 6 (General Undertakings), if the Chargor fails to
comply with any of its obligations in relation to any of its assets under this Share Charge the UK Security Trustee may,
if it thinks fit (but without any obligation) take such steps as it deems appropriate to remedy such failure (including,
without limitation, the payment of costs, charges or other expenses) and the Chargor will co-operate with and will grant
the UK Security Trustee or its agents or contractors such access as the UK Security Trustee may require to the relevant
assets or otherwise in order to facilitate the taking of such steps.

10 ENFORCEMENT OF SECURITY

10.1 Security Enforceable

The Security shall become immediately enforceable:

(a) if an Event of Default (including, but not limited to, any event listed in paragraphs (b) to (e) below) has occurred
and is continuing;

(b) after a proposal has been made for a voluntary arrangement (save where any moratorium under the Insolvency
Act 2000 is applied for or is in force, when no demand shall be made until any application is rejected or upon
the expiry of such moratorium) in respect of any Loan Party or other member of the Group;

(c) if the Chargor requests the UK Security Trustee to appoint an administrator pursuant to Schedule B1 of the
Insolvency Act or a Receiver;

(d) if so requested by the Chargor; or

(e) any corporate action or other steps are taken or legal proceedings are started by or in respect of in respect of any
Loan Party or other member of the Group with a view to the appointment of an administrator pursuant to
Schedule B1 of the Insolvency Act.

11
10.2 Enforcement

At any time after the Security has become enforceable, the UK Security Trustee may in its absolute discretion enforce
all or any part of the Security and exercise any of the rights conferred on it by this Share Charge, the Credit Agreement
or by law at such times and in such manner as it thinks fit.

10.3 Power of Sale

At any time after the Security has become enforceable, the UK Security Trustee may (without notice to the Chargor) sell
or otherwise dispose of the Secured Assets or any of them and shall be entitled to apply the proceeds of such sale or
other disposal in paying the costs of such sale or disposal and thereafter in or towards the discharge of the Secured
Obligations or otherwise as provided for in this Share Charge.

10.4 Statutory Powers

For the purposes of all powers implied by statute, the Secured Obligations shall be deemed to have become due and
payable on the date of this Share Charge.

10.5 Law of Property Act

Sections 93 and 103 of the Law of Property Act shall not apply to this Share Charge or to any exercise by the UK
Security Trustee of its right to consolidate mortgages or its power of sale. Clause 10.2 (Enforcement) shall operate as a
variation and extension of Section 101 of such Act.

11 RECEIVERS

11.1 Appointment of Receivers

At any time after the Security has become enforceable or if the Chargor requests it to do so, the UK Security Trustee
may, by written instrument and without notice to the Chargor, appoint any one or more persons as Receiver of such part
of the Secured Assets as may be permitted by law.

11.2 Status of Receivers

Each Receiver shall:

(a) be entitled to act individually as well as jointly with any other person appointed as Receiver; and

(b) for all purposes be deemed to be the agent of the Chargor (and no Receiver shall at any time act as agent for the
UK Security Trustee) and shall as such agent be deemed to be in the same position as a Receiver duly
appointed by a mortgagee under the Law of Property Act.

11.3 Powers of a Receiver

(a) Every Receiver appointed pursuant to clause 11.1 (Appointment of Receivers) shall have and be entitled to
exercise all of the powers set out in paragraph (b) below in addition to (i) all the powers conferred by the Law of
Property Act (as extended by this Share Charge) on any receiver appointed

12
 under such Act and (ii) (whether or not such Receiver is an administrative receiver) all the powers of an
administrative receiver set out in Schedule 1 to the Insolvency Act.

(b) The powers referred to in the first sentence of paragraph (a) above are:

(i) to take immediate possession of, get in and collect all or any part of the Secured Assets over which he is
appointed;

(ii) to carry on the business of the Chargor insofar as it relates to the Secured Assets over which he is
appointed as it may think fit; and

(iii) to do all such other acts and things as it may consider desirable or necessary for realising all or any part
of the Secured Assets over which he is appointed or incidental or conducive to any of the matters,
powers or authorities conferred on a Receiver under or by virtue of this Share Charge; to exercise in
relation to all or any part of the Secured Assets over which he is appointed all such powers, authorities
and things as it would be capable of exercising if it were the absolute beneficial owner of the same; and
to use the name of the Chargor for all or any of such purposes.

11.4 Removal and Remuneration

(a) The UK Security Trustee may whenever it may deem it expedient (and so far as it is lawfully able), by written
instrument (i) remove any Receiver appointed by it and (ii) appoint a new Receiver in the place of any
Receiver whose appointment has been terminated and may from time to time fix the remuneration of any
Receiver appointed by it without the limitations imposed by Section 109 of the Law of Property Act.

(b) The Chargor shall be solely responsible for the payment of the remuneration of any Receiver appointed pursuant
to this Share Charge, including for costs, charges and expenses of the Receiver (other than those caused by the
Receiver’s gross negligence, wilful misconduct or bad faith).

11.5 UK Security Trustee's Rights

To the fullest extent permitted by law, all or any of the powers, authorities and discretions which are conferred by this
Share Charge (either expressly or impliedly) upon a Receiver in respect of the Secured Assets may, after the Security has
become enforceable, be exercised by the UK Security Trustee in relation to the whole or any part of the Secured Assets
irrespective of whether or not a Receiver of all or any part of such Secured Assets has been appointed.

12 APPLICATION OF PROCEEDS

Any moneys held or received by the UK Security Trustee or by any Receiver under or pursuant to this Share Charge
shall (subject to the claims of any person having prior rights thereto and by way of variation of the provisions of the
Law of Property Act) be applied by the UK Security Trustee or by such Receiver in accordance with the terms of the
Credit Agreement.

13
13 POWER OF ATTORNEY

13.1 Appointment

By way of security for the performance of its obligations under this Share Charge, the Chargor irrevocably appoints the
UK Security Trustee and any Receiver (and their respective delegates and sub-delegates) to be its attorney acting
severally (or jointly with any other such attorney or attorneys) and on its behalf and in its name or otherwise, at such
time and in such matter as the attorney thinks fit:

(a) to do any and every thing which the Chargor is obliged to do under the terms of this Share Charge but following
the expiry of any time period for performance, has failed to do by the date it was obliged to do so; or

(b) which such attorney considers necessary or desirable in order to exercise the rights conferred on it by or pursuant
to this Share Charge or by law.

13.2 Ratification

The Chargor ratifies and confirms and agrees to ratify and confirm whatever any attorney appointed under this Share
Charge shall do in its capacity as such.

14 PROTECTION OF UK SECURITY TRUSTEE AND RECEIVERS

14.1 No Liability as Mortgagee in Possession

Neither the UK Security Trustee nor any Receiver shall, by reason of it or such Receiver entering into possession of all
or any part of the Secured Assets or taking any action permitted by this Share Charge, be liable to account as mortgagee
in possession or otherwise be liable for any loss of any kind or for any default or omission for which a mortgagee in
possession might be liable.

14.2 Receivers and Mortgagees

Each Receiver and the UK Security Trustee shall be entitled to all the rights, powers, privileges and immunities
conferred by the Law of Property Act (as extended by this Share Charge) on mortgagees and receivers when such
receivers have been duly appointed thereunder and the Chargor alone shall be responsible for the UK Security Trustee's
and each Receiver's contracts, engagements, acts, omissions, defaults and losses and for all liabilities incurred by either
of them (unless caused by gross negligence or wilful default of the UK Security Trustee or Receiver) and none of the
Secured Parties shall incur any liability therefor (either to the Chargor or to any other person).

15 PROTECTION OF THIRD PARTIES

No purchaser, mortgagee or other person or company dealing with the UK Security Trustee or any Receiver or the
agents of any of them shall have any need to enquire whether the Secured Obligations have become due and payable, or
whether any power which the UK Security Trustee or any Receiver is purporting to exercise has become exercisable or
whether any of the Secured Obligations remains outstanding nor to have regard to the application of any money paid to
the UK Security Trustee or to such Receiver.

14
16 DELEGATION BY UK SECURITY TRUSTEE

The UK Security Trustee may at any time and from time to time delegate by power of attorney or in any other manner to
any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by
the UK Security Trustee under this Share Charge in relation to all or any part of the Secured Assets. Any such
delegation may be made upon such terms (including power to sub- delegate) and subject to such regulations as the UK
Security Trustee may think fit.
The UK Security Trustee shall not be in any way liable or responsible to the Chargor for any loss or damage arising
from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.

17 REDEMPTION OF PRIOR MORTGAGES

The UK Security Trustee may, at any time after the Security has become enforceable, redeem any prior Lien over all or
any part of the Secured Assets or procure the transfer of such Lien to itself and may settle and pass the accounts of the
prior mortgagee, chargee or encumbrancer. Any accounts so settled and passed shall be conclusive and binding on the
Chargor. All principal moneys, interest, costs, charges and expenses of and incidental to such redemption and transfer
shall be paid by the Chargor to the UK Security Trustee on demand.

18 RELEASE OF THE SECURITY

18.1 Release of Secured Assets

After the end of the Security Period, the UK Security Trustee shall, at the request and cost of the Chargor, execute all
such documents and do such other things as may be reasonably required to release the Secured Assets from the Security
and procure the reassignment to the Chargor of the property and assets assigned to the UK Security Trustee pursuant to
this Share Charge, in each case subject to clause 24.2 (Potentially Avoided Payments) and without recourse to or any
representation or warranty by or from the UK Security Trustee.

18.2 Release for Permitted Disposals

The UK Security Trustee shall release a Secured Asset from the Security if the Chargor is expressly permitted to dispose
of such Secured Asset under the Loan Documents provided that any conditions to such disposal and/or release of
security stipulated under the Loan Documents have been satisfied.

19 PAYMENTS

19.1 No Set-Off

All payments by the Chargor under this Share Charge shall be made free and clear of and without deduction for or on
account of any set-off or counterclaim.

19.2 Manner of Payment

Each payment made by the Chargor under this Share Charge shall be paid in the manner in which payments are to be
made by the Loan Parties under the Credit Agreement.

15
20 COSTS AND EXPENSES

20.1 Preservation and Enforcement Costs

The Chargor shall, from time to time within five Business Days of demand by the UK Security Trustee, reimburse each
Secured Party on a full indemnity basis for all costs and expenses (including reasonable legal fees) incurred in or in
connection with the preservation and/or enforcement of any of the rights of such Secured Party under this Share Charge.

20.2 Taxes

Section 5.9 (Taxes) of the Credit Agreement shall apply (as applicable) as if it were set out in full in this Share Charge,
save that references in that Section to "Loan Party" shall be treated as references to the Chargor and references to
"Administrative Agent" shall be treated as references to the UK Security Trustee.

20.3 Indemnity

The Chargor shall indemnify and hold harmless the UK Security Trustee, each other Secured Party, any Receiver and
each of their respective officers, employees, agents and delegates (together the "Indemnified Parties") for all costs,
claims, losses, expenses (including reasonable legal fees) and liabilities, and any VAT thereon incurred by that
Indemnified Party (including the reasonable fees, charges and disbursements of any counsel) in connection with:

(a) the occurrence of an Event of Default; or

(b) the enforcement or protection of its rights in connection with this Share Charge.

21 ASSIGNMENTS AND TRANSFERS

21.1 The Chargor's Rights

None of the rights and benefits of the Chargor under this Share Charge shall be capable of being assigned or transferred
and the Chargor undertakes not to seek to assign or transfer all or any of such rights and benefits.

21.2 The UK Security Trustee's Rights

The UK Security Trustee may assign or transfer all or any of its rights and benefits under this Share Charge without the
consent of the Chargor.

22 REMEDIES AND WAIVERS

No failure by the UK Security Trustee to exercise, nor any delay by the UK Security Trustee in exercising, any right or
remedy under this Share Charge shall operate as a waiver thereof nor shall any single or partial exercise of any such
right or remedy prevent any further or other exercise thereof or the exercise of any other such right or remedy.

16
23 SET-OFF

23.1 Right to Set-Off

Each Secured Party may (to the extent that the same is beneficially owned by it), but shall not be obliged to, set off its
rights in respect of any matured Secured Obligation against any matured obligation owed by such Secured Party to any
Loan Party, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in
different currencies, such Secured Party may convert either obligation at a market rate of exchange in its usual course of
business for the purpose of effecting such set-off pursuant to the terms of the Credit Agreement.

23.2 Time Deposits

Without prejudice to clause 23.1 (Right to Set-Off), if any time deposit matures on any Account the Chargor has with
any Secured Party at a time within the Security Period when:

(a) the Security has become enforceable; and

(b) no amount of the Secured Obligations is due and payable,

such time deposit shall automatically be renewed for such further period as such Secured Party in its absolute discretion
considers appropriate.

24 ADDITIONAL PROVISIONS

24.1 Partial Invalidity

If at any time any provision of this Share Charge is or becomes illegal, invalid or unenforceable in any respect or any or
all of the Security is or becomes ineffective in any respect under the law of any jurisdiction, such illegality, invalidity,
unenforceability or ineffectiveness shall not affect:

(a) the legality, validity or enforceability of the remaining provisions of this Share Charge or the effectiveness in
any other respect of such Security; or

(b) the legality, validity or enforceability of such provision or the effectiveness of such Security under the laws of
any other jurisdiction.

24.2 Potentially Avoided Payments

If the UK Security Trustee determines that an amount paid to a Secured Party under any Loan Document is capable of
being avoided, reduced or otherwise set aside on the liquidation or administration of the person by whom such amount
was paid, then for the purposes of this Share Charge, such amount shall be regarded as not having been paid and the
liability of the Chargor under this Share Charge and the Security shall continue.

24.3 Rights Cumulative

The rights and remedies provided by this Share Charge are cumulative and not exclusive of any rights or remedies
provided by law.

17
24.4 Unfettered Discretion

Any liberty or power which may be exercised or any determination which may be made under this Share Charge by the
UK Security Trustee or any Receiver may, subject to the terms and conditions of the Credit Agreement, be exercised or
made in its absolute and unfettered discretion without any obligation to give reasons.

25 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION

25.1 Notices Generally

(a) Except as provided in clause 25.2 (Electronic Communications), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopier its address set forth on the signature pages below.

(b) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to
have been given when received; notices sent by telecopier shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at
the opening of business on the next Business Day for the recipient). Notices delivered through electronic
communications to the extent provided in clause 25.2 (Electronic Communications), shall be effective as
provided in that clause.

25.2 Electronic Communications The UK Security Trustee or the Chargor may, in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications. Unless the UK Security
Trustee otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement); provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or
communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor.

25.3 Change of Address, Etc. Any party hereto may change its address, e-mail address or telecopier number for notices and
other communications hereunder by notice to the other parties hereto.

26 GOVERNING LAW

This Share Charge shall be governed by, and construed in accordance with, English law.

27 ENFORCEMENT AND JURISDICTION

18
27.1 Submission to jurisdiction of courts of England

The Chargor irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
courts of England in any action or proceeding arising out of or relating to this Share Charge, or for recognition or
enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such English court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

27.2 Submission to jurisdiction of courts of New York

The Chargor irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
courts of the State of New York sitting in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Share Charge, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such
New York state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

27.3 Other jurisdictions

Nothing in this Share Charge shall affect any right that the UK Security Trustee, any Secured Party may otherwise have
to bring any action or proceeding relating to this Share Charge or any other Loan Document against the Chargor or any
other Loan Party or its properties in the courts of any jurisdiction.

27.4 Waiver of venue

The Chargor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection
that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this
Share Charge or any other Loan Document in any court referred to in this clause 27 (Enforcement And Jurisdiction).
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court and agrees not assert any such
defense.

27.5 Service of process Each party hereto irrevocably consents to service of process in the manner provided for notices in
clause 25 (Notices; Effectiveness; Electronic Communication). Nothing in this Share Charge will affect the right of any
party hereto to serve process in any other manner permitted by applicable law.

27.6 Waiver of jury trial Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Share
Charge or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory). Each
party hereto (a) certifies that no representative, administrative agent or attorney of any other person has represented,
expressly or otherwise, that such other person would not, in the event of litigation, seek to enforce the foregoing

19
 waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Share Charge and
the other Loan Documents by, among other things, the mutual waivers and certifications in this section.

28 COUNTERPARTS AND EFFECTIVENESS

28.1 Counterparts

This Share Charge may be executed in any number of counterparts and this has the same effect as if the signatures on
the counterparts were on a single copy of this Share Charge. Transmission of an executed counterpart of this letter by
fax or e-mail shall constitute effective delivery of that counterpart.

28.2 Effectiveness

This Share Charge is intended to be a deed even if any party's execution is not in accordance with the formalities
required for the execution of deeds. This Share Charge shall take effect and be delivered as a deed on the date on which
it is stated to be made.

This document has been executed as a deed by the Chargor and has been signed on behalf of the UK Security Trustee and is
delivered and takes effect on the date stated at the beginning of it

20
 SCHEDULE 1

Shares

Company Name Share Certificate

and Number Share Type Number of Shares Number

Ferroatlantica Ordinary £1 shares 100 2

International Limited

21
 SIGNATURES
The Chargor

EXECUTED as a deed by Óscar Robles

Álvarez, a director for and on behalf of
GRUPO FERROATLÁNTICA, S.A.U. in
the presence of:

Witness
Signature :
Name : Óscar Robles Álvarez
Occupation : Financial Director
Address : Paseo de la Castellana
259-D, Floor 49, 28046
Madrid, Spain

Notices

Address: London Office | 2nd Floor West Wing, Lansdowne House, 57 Berkeley Square, London, W1J 6ER, UK

Phone: +44 203 129 2420

Email: oscar.robles@ferroglobe.com and dorcas.murray@ferroglobe.com

Attention: Oscar Robles Alvarez and Dorcas Murray

22
 The UK Security Trustee

PNC BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

Notices

Address: PNC Bank, National Association, as Administrative Agent

Fourth Floor
500 First Avenue, MS P7-PFSC-04-I
Pittsburgh, PA 15219

Fax: (001) 412 705 2400

Attention: Agency Services Loan Administration

23
 EXHIBIT 1.1(P)(2)

SPANISH PLEDGE AGREEMENT

[See attached]
 Draft SPB – 20.02.2018
Confidential Information

Date/Fecha 2018

[]
Como Pignorante/as Pledgor

PNC BANK, NATIONAL ASSOCIATION

Como Agente de Garantías/ as Security Agent

[]
Como Entidades Acreditantes/ as Secured Parties

[]
Como la Sociedad/ as the Company

CONTRATO DE PRENDA SOBRE ACCIONES/ SHARES PLEDGE AGREEMENT

Squire Patton Boggs (UK) LLP

Plaza Marqués de Salamanca, 3-4
28006 Madrid
Spain
 Draft SPB – 20.02.2018
Confidential Information

En Madrid, a [ ] de [ ] de 2018. In Madrid, on [ ], [ ] 2018.

REUNIDOS BETWEEN
DE UNA PARTE, ON ONE HAND,

[ ], sociedad existente y válidamente constituida de conformidad [ ], a company duly incorporated pursuant to the laws of Spain, with
con las leyes de España, con domicilio en [ ], inscrita en el Registro registered office located at [ ], registered with Commercial Registry
Mercantil de [ ], y con número de identificación fiscal (N.I.F.) [ ], en of [ ], and with tax identification number (N.I.F.) [ ], in force (“[ ]”).
vigor (“[ ]”). Actúa en su nombre y representación [ ], mayor de It is duly represented by [ ], of legal age, Spanish nationality, with
edad, de nacionalidad española, con documento nacional de Spanish ID (D.N.I.) number [ ], in force, duly empowered for these
identidad español (D.N.I.) número [ ], en vigor, debidamente purposes in his capacity as [ ], by virtue of the public deed granted
facultado para este acto en su calidad de [ ], en virtud de la escritura before the Notary of [ ] [ ] dated on [ ] [ ] [ ], with number [ ] of his
pública otorgada ante el Notario de [ ] [ ] de fecha [ ] de [ ] de [ ], records. Hereinafter, [ ] will be referred to as the “Pledgor”.
con número [ ] de su protocolo. En lo sucesivo, [ ] será denominado
como el “Pignorante”.

DE OTRA PARTE, ON THE OTHER HAND,

PNC BANK, NATIONAL ASSOCIATION, sociedad PNC BANK, NATIONAL ASSOCIATION (hereinafter,
existente y válidamente constituida de conformidad con las leyes “PNC” or the “Security Agent”), a company duly incorporated
de [ ], con domicilio social en [ ], inscrita en el Registro Mercantil under the laws of [ ], with registered office located at [ ], registered
de [ ] y con número de identificación fiscal (N.I.F.) [ ], en vigor with Commercial Registry of [ ] and with Tax Identification
(“PNC” o el “Agente de Garantías”). Actúa en su nombre y Number [ ]. It is duly represented by [ ], of legal age, [ ] nationality,
representación [ ], mayor de edad, de nacionalidad [ ], con número with [ID/Passport] of his nationality number [ ], in force, [and with
de [D.N.I./pasaporte] número [ ], en vigor, [y N.I.E. número [ ], en foreign identification (N.I.E.) number [ ], in force], duly empowered
vigor,] debidamente facultado para este acto en su calidad de [ ], en for these purposes in his capacity as [ ], by virtue of the power of
virtud del poder otorgado ante Notario de fecha [ ], [ ], [ ]. attorney granted before the Notary dated on [ ], [ ], [ ].

Asimismo, el Agente de Garantías comparece y actúa en nombre Likewise, the Security Agent appear and acts in his own name and
propio y por cuenta y representación de las entidades acreditantes [ on behalf of the lenders [ ], [ ], [ ], [ ], [ ], [ ] and [ ] (jointly referred
], [ ], [ ], [ ], [ ], [ ] y [ ] (denominadas conjuntamente junto con PNC together with PNC as the "Lenders"), by virtue of his appointment
como las "Entidades Acreditantes") en virtud de su designación as Security Agent under Clause [ ] of the credit facility agreement
como Agente de Garantías según lo dispuesto en la Cláusula [ ] del signed on [ ] 2018 by and among Ferroglobe PLC, PNC, [ ], [ ], [ ], [
contrato de financiación formalizado el [ ] de [ ], de 2018 entre ], [ ], [ ], [ ], Globe Specialty Metals, Inc, Grupo FerroAtlántica
Ferroglobe PLC, PNC, [ ], [ ], [ ], [ ], [ ], [ ], [ ], Globe Specialty S.A.U., FerroAtlántica S.A. and FerroPem, S.A.S., among others,
Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A. y raised into public deed on [ ] [ ] 2018, before the Notary public [ ],
FerroPem, S.A.S., entre otros, elevado a público con fecha [ ], de with number [ ] of his records, as well as by virtue of the power of
2018, ante el Notario [ ], con número [ ] de su protocolo, así como attorney listed hereto as Annex 1. Hereinafter, the Lenders and the
en virtud de los apoderamientos señalados en el Anexo 1. En lo Security Agent shall be referred to jointly as the "Secured Parties"
sucesivo las Entidades Acreditantes y el Agente de Garantías serán and each of them shall be referred to individually as a "Secured
designados conjuntamente como las "Partes Garantizadas" y cada Party".
uno de ellos, de forma individual, como él o una "Parte
Garantizada".

-1 -
 Draft SPB – 20.02.2018
Confidential Information

Y DE OTRA PARTE, AND ON THE OTHER HAND,

[ ], sociedad existente y válidamente constituida de conformidad [ ], a company duly incorporated pursuant to the laws of Spain, with
con las leyes de España, con domicilio en [ ], inscrita en el Registro registered office located at [ ], registered with Commercial Registry
Mercantil de [ ], y con número de identificación fiscal (N.I.F.) [ ], en of [ ], and with tax identification number (N.I.F.) [ ], in force (“[ ]”).
vigor (“[ ]”). Actúa en su nombre y representación [ ], mayor de It is duly represented by [ ], of legal age, Spanish nationality, with
edad, de nacionalidad española, con documento nacional de Spanish ID (D.N.I.) number [ ], in force, duly empowered for these
identidad español (D.N.I.) número [ ], en vigor, debidamente purposes in his capacity as [ ], by virtue of the public deed granted
facultado para este acto en su calidad de [ ], en virtud de la escritura before the Notary of [ ] [ ] dated on [ ] [ ] [ ], with number [ ] of his
pública otorgada ante el Notario de [ ] [ ] de fecha [ ] de [ ] de [ ], records. Hereinafter, [ ] will be referred to as the “Company”.
con número [ ] de su protocolo. En lo sucesivo, [ ] será denominado
como la “Sociedad” 1 .

Asimismo, el Pignorante, la Sociedad y las Partes Garantizadas Likewise, the Pledgor, the Company and the Secured Parties shall
serán denominados, conjuntamente, como las “Partes”. be jointly referred to as the “Parties”.

Las Partes se reconocen mutuamente la capacidad legal necesaria The Parties mutually acknowledge that they have sufficient legal
para la suscripción del presente acuerdo y, a tal efecto, capacity to enter into this agreement and, to this effect,

EXPONEN RECITALS

I . Que, con fecha de [ ] de [ ] de 2018, PNC en su calidad de I. Whereas, on [ ] [ ], 2018, PNC as Lender and Security Agent, the
Entidad Acreditante y Agente de Garantías, las Entidades Lenders, Ferroglobe PLC as borrower (the “Borrower”), Globe
Acreditantes, Ferroglobe PLC como acreditada (la Specialty Metals, Inc, Grupo FerroAtlántica S.A.U.,
“Acreditada”), Globe Specialty Metals, Inc, Grupo FerroAtlántica S.A. and FerroPem, S.A.S. as guarantors (the
FerroAtlántica S.A.U., FerroAtlántica S.A. y FerroPem, S.A.S. en “Guarantors” and together with the Borrower the “Loan
calidad de garantes (los “Garantes” y conjuntamente con la Parties”), among others, have entered into a credit facility
Acreditada, las “Partes Financieras”) entre otros, han suscrito agreement up to the maximum amount of USD 250,000,000,
un contrato de financiación (Credit Agreement) por importe under the laws of the state of New York, United States of
máximo de USD 250.000.000, sujeto a la legislación del estado America (hereinafter, as it may be amended, novated or
de Nueva York, Estados Unidos de América (en adelante, tal y supplemented from time to time, the "Credit Agreement")
como sea novado, modificado o suplementado en cada under which certain credit facilities have been granted to the
momento, el "Contrato de Financiación"), en virtud del cual se Borrower. The Credit Agreement was raised into public deed on
han concedido diversas facilidades crediticias a la Acreditada. [ ] [ ] 2018, before the Notary public [ ], with number [ ] of his
El Contrato de Financiación fue elevado a público con fecha [ ], records.
de 2018, ante el Notario [ ], con número [ ] de su protocolo.

1
Determinadas sociedades filiales de los Garantes no comparecerán en la póliza de Prenda sobre Acciones, y serán notificadas por
conducto notarial de la constitución de la Prenda a fin de que inscriban la misma en el Libro Registro de Acciones Nominativas.

-2 -
 Draft SPB – 20.02.2018
Confidential Information

II. Que, con fecha [ ] de [ ] de 2018, el Agente de Garantías, Globe I I . Whereas, on [ ] [ ], 2018, the Security Agent, Globe Specialty
Specialty Metals, Inc, Grupo FerroAtlántica S.A.U., Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A.
FerroAtlántica S.A. y FerroPem, S.A.S., entre otros, han and FerroPem, S.A.S, among others, have entered into a
suscrito un contrato de garantía (Continuing Agreement of continuing agreement of guaranty and suretyship, under
Guaranty and Suretyship), en virtud del cual los Garantes han which the Guarantors have agreed to secure as primary
accedido a garantizar como obligado principal los importes obligor, the amounts owed by the Borrower under the Credit
adeudados por la Acreditada bajo el Contrato de Financiación Agreement (the “Guaranty Agreement”). The Guaranty
(el “Contrato de Garantía”). El Contrato de Garantía fue Agreement was raised into public deed on [ ] [ ] 2018, before
elevado a público con fecha [ ], de 2018, ante el Notario [ ], the Notary public [ ], with number [ ] of his records.
con número [ ] de su protocolo.

III. Que, el Pignorante es titular en pleno dominio de [ ] acciones III. Whereas, the Pledgor owns in full domain [ ] shares of Euro [ ]
de [ ] euro de valor nominal cada una, números de la [ ] a la [ ], par value each, number [ ] to [ ], including both (the "Shares")
ambas inclusive (las "Acciones") de la Sociedad las cuales se of the Company which are fully subscribed and paid, free from
encuentran íntegramente suscritas y desembolsadas, libres de any lien, encumbrance or third party right. The Shares are
cargas y gravámenes y/o de cualesquiera derechos de terceros. owned by the Pledgor pursuant to [ ].
Las Acciones pertenecen al Pignorante en virtud de [ ].

I V . Que, el otorgamiento de ciertas garantías, incluyendo la I V . Whereas, the granting of certain security, including the
creación de un derecho real de prenda de primer rango sobre creation of a first ranking pledge over the Company´s Shares,
las Acciones de la Sociedad se ha establecido como una it has been set out as a condition precedent under the Credit
condición precedente bajo el Contrato de Financiación. Agreement.

V. Que, a tal efecto, con objeto de garantizar el íntegro y puntual V. Whereas, to this purpose, as security of the punctual and full
cumplimiento de la totalidad de las obligaciones asumidas por performance of all the obligations assumed by the Loan
las Partes Financieras bajo el Contrato de Financiación y el Parties under the Credit Agreement and the Guaranty
Contrato de Garantía, el Pignorante está de acuerdo en otorgar Agreement, the Pledgor agrees to grant a first ranking pledge
una prenda de primer rango sobre la totalidad de las Acciones over the Shares of the Company in favor of the Secured Parties
de la Sociedad a favor de las Partes Garantizadas (la (the “Pledge”).
“Prenda”).

V I . Que, según lo expuesto, las Partes convienen suscribir el VI. That, in light of the above, the Parties have agreed to execute
presente contrato de prenda (en lo sucesivo, el “Contrato de this pledge agreement (the “Pledge Agreement”, or the
Prenda” o el “Contrato”), que se regirá por las siguientes “Agreement”) which will be governed by the following

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CLÁUSULAS CLAUSES

1. INTERPRETACIÓN Y DEFINICIONES 1. DEFINITIONS AND INTERPRETATION

Los términos que aparecen en mayúsculas en el presente Capitalised terms shall have the meanings as set out herein:
Contrato tendrán el significado que aquí se establece:

“Agente de Garantías” significa PNC Bank, National “Security Agent” means PNC Bank, National Association.
Association.

“Contrato de Financiación” tendrá el significado referido en el “Credit Agreement” shall have the meaning described in
Expositivo I anterior. Recital I above.

“Contrato de Garantía” significa el Contrato Continuado de “Guaranty Agreement” means the Continuing Agreement of
Garantía y Afianzamiento referido en el Expositivo II anterior. Guaranty and Suretyship described in Recital II above.

“Documentos de la Financiación” significa el presente "Loan Documents” means this Agreement, the Guaranty
Contrato, el Contrato de Garantía, el Contrato de Financiación, Agreement, the Credit Agreement, as well as any other
así como cualesquiera otros documentos que noven, clarifiquen, documents that amend, clarify, rectify or replace the
rectifiquen o sustituyan los documentos anteriormente aforementioned documents.
mencionados.

“Entidades Acreditantes” significa PNC, [ ], [ ], [ ], [ ], [ ], [ ] y [ “Lenders” means PNC [ ], [ ], [ ], [ ], [ ], [ ] and [ ].

].

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“Obligaciones Garantizadas" significa todas las obligaciones "Secured Obligations" means all present and future payment
de pago presentes y futuras adeudadas por la Acreditada o los obligations and liabilities owed by the Company or the
Garantes a todas o cualquiera de las Partes Garantizadas bajo los Guarantors to all or any of the Secured Parties under the Loan
Documentos de Financiación, incluyendo (a) en la medida en Documents, including (a) to the extent arising pursuant to or in
que surja de conformidad con el Contrato de Financiación o connection with the Credit Agreement or any other Loan
cualquiera de los Documentos de la Financiación, todos y cada Documents, any and all loans, advances, debts, liabilities and
uno de los préstamos, anticipos, deudas, responsabilidades y obligations owed to the Secured Parties in any capacity
obligaciones. adeudadas a las Partes Garantizadas en cualquier whatsoever, of any kind or nature, present or future (whether in
capacidad, de cualquier tipo o naturaleza, presentes o futuros (ya principal, interest, fees, costs, expenses, commissions,
sea en el capital principal, intereses, honorarios, costes, gastos, accessories and other amounts due, whether or not evidenced by
comisiones, accesorios y otros importes adeudados, a note, guaranty or other instrument, whether or not for the
evidenciados o no mediante pagare, garantía u otro instrumento, payment of money), absolute or contingent, joint or several, due
ya sea o no para el pago de dinero), absolutas o contingentes, or to become due, now existing or hereafter arising, contractual
mancomunados o solidarias, vencidas o próximas a su or tortious, liquidated or unliquidated, regardless of how such
vencimiento, presentes o surgidas en el futuro, contractuales o indebtedness or liabilities arise or whether evidenced by any
perjudiciales, liquidadas o sin liquidar, independientemente de agreement or instrument, (b) any and all amounts due under any
cómo surja dicho endeudamiento o responsabilidad, o si se and all Foreign Currency Hedge (as defined in the Credit
evidencia por cualquier acuerdo o instrumento, (b) todos y cada Agreement) and/or Interest Rate Hedge (as defined in the Credit
uno de los importes vencidos en virtud del Derivado de Agreement) and (c) any amounts due under any Other Lender
Cobertura sobre Divisa Extranjera (según este término se define Provided Financial Service Product, all as further defined in the
en el Contrato de Financiación) y/o el Derivado del Tipo de Credit Agreement. Notwithstanding anything to the contrary
Interés (según se define en el Contrato de Financiación) y (c) contained in the foregoing, the Secured Obligations shall not
cualquier cantidad adeudada bajo cualquier otro Producto de include any Excluded Hedge Liabilities, as defined in the Credit
Servicios Financieros Otorgado por Otra Entidad Acreditante, Agreement.
todo ello según lo definido en el Contrato de Financiación. Sin
perjuicio de cualquier disposición contraria establecida en lo
anterior, las Obligaciones Garantizadas no incluirán ningún
Pasivo de Cobertura Excluido, tal como se define en el Contrato
de Financiación.

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“Partes Financieras” significa Ferroglobe PLC, Globe “Loan Parties” means Ferroglobe PLC, Globe Specialty Metals,
Specialty Metals, Inc, Grupo FerroAtlántica S.A.U., Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A. and
FerroAtlántica S.A. y FerroPem, S.A.S. FerroPem, S.A.S.

“Partes Garantizadas” PNC, [ ], [ ], [ ], [ ], [ ], [ ] y [ ]. “Secured Parties” means PNC [ ], [ ], [ ], [ ], [ ], [ ] and [ ].

“Supuesto de Ejecución” significa lo dispuesto en la Cláusula “Enforcement Event” has the meaning given under Clause 10.1
10.1 siguiente. below.

“Supuesto de Incumplimiento” significa lo dispuesto en la “Event of Default” has the meaning given under clause 9 (Event
cláusula 9 (Event of Default) del Contrato de Financiación. of Default) of the Credit Agreement.

2. CONSTITUCIÓN DE PRENDA DE PRIMER RANGO 2. CREATION OF A FIRST RANKING PLEDGE

2 . 1 En garantía del íntegro y puntual cumplimiento de las 2 . 1 As security of full and timely fulfilment of all the Secured
Obligaciones Garantizadas y sin perjuicio de la Obligations, and without prejudice to the general liability
responsabilidad patrimonial universal del Pignorante prevista (responsabilidad patrimonial universal) of the Pledgor under
en el artículo 1.911 del Código civil que no se entiende section 1,911 of the Spanish Civil Code, which shall not be
limitada en modo alguno por el otorgamiento de la Prenda, el limited in any way by the creation of this Pledge, the Pledgor
Pignorante constituye un derecho real de prenda de primer hereby grants a first ranking in rem right of pledge over the all
rango sobre la totalidad de las Acciones de la Sociedad a favor the Shares of the Company in favor of the Secured Parties,
de las Partes Garantizadas, que lo aceptan, en garantía del which accept the pledge granted in their favor, as security for
cumplimiento de las Obligaciones Garantizadas. El Agente de the fulfillment of the Secured Obligations. The Security Agent
Garantías acepta expresamente el derecho real de prenda en su hereby expressly accepts the creation of the in rem right of
propio nombre y derecho y en nombre y representación de los pledge in its own name and in name and on behalf of the
restantes Partes Garantizadas. Secured Parties.

2 . 2 La Prenda constituida en virtud del presente contrato se 2 .2 The Pledge created in this document is a pledge with transfer
constituye como prenda con desplazamiento posesorio de of possession (prenda con desplazamiento) under sections
conformidad con los artículos 1.857 y 1.865 del Código Civil, 1,857, and 1,865 of the Spanish Civil Code, so that the Pledge
por lo que la Prenda será plenamente eficaz y oponible frente a will be fully effective and enforceable against third parties and
terceros y frente a la Acreditada y los Garantes desde el against the Borrower or the Guarantors from the time upon the
momento del otorgamiento de la presente Prenda. granting of this Pledge.

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3. ENTREGA DE LA POSESIÓN 3. DELIVERY OF POSSESSION

3.1 A los efectos previstos en el artículo 1863 del Código Civil, el 3.1 As regards article 1863 of the Spanish Civil Code, the Pledgor
Pignorante procede en este acto a la entrega en depósito al hereby proceeds to deliver in deposit to the Security Agent the
Agente de Garantías del título múltiple representativo de las Company´s Shares certificate representative of the Shares, duly
Acciones, debidamente endosado en garantía con la endorsed in guarantee with the intervention of the appearing
intervención del Notario interviniente, haciendo constar el Notary that includes the relevant notarial statements in the
Notario interviniente en el título múltiple las correspondientes Company´s Shares certificate regarding the creation of the
diligencias notariales relativas a la constitución de la Prenda. Pledge. The Security Agent undertakes to keep and preserve
El Agente de Garantías se compromete a conservar y custodiar the Company´s Shares certificate and to return them back to
dicho título múltiple de las Acciones de la Sociedad y a the Pledgor on the date of the release of this Pledge pursuant
devolvérselos al Pignorante en el momento en que proceda a la to Clause 12 below. A copy of the Company´s Shares
cancelación de la Prenda en los términos previstos en la certificate is attached hereto as Annex 2.
Cláusula 12 posterior. Se adjunta como Anexo 2 copia del
título múltiple de las Acciones.

3 . 2 La Sociedad, compareciente en este acto, toma razón de la 3.2 The Company hereby acknowledges the granting of the Pledge
constitución de la Prenda a favor de las Partes Garantizadas, y in favor of the Secured Parties and provides the Security Agent
hace entrega en este acto al Agente de Garantías, de un with a certificate in accordance with Annex 3 issued by a
certificado emitido por persona con facultad certificante de la person with certifying authorities, in which the Company
Sociedad, conforme al modelo adjunto como Anexo 3, en el certifies, among others that the Pledge has been registered
que, entre otros, certifica la anotación de la Prenda en el Libro within the Company’s Share Registry.
Registro de Acciones Nominativas de la Sociedad.

4. INDIVISIBILIDAD DE LA PRENDA 4. INDIVISIBILITY OF THE PLEDGE

4 .1 La Prenda que se constituye a favor de las Partes Garantizadas 4 . 1 The Pledge granted for the benefit of the Secured Parties
garantiza el íntegro y total cumplimiento de la totalidad de las secures the payment and discharge of all of the Secured
Obligaciones Garantizadas. Obligations.

4.2 La Prenda y el ejercicio de la acción real pignoraticia que lleva 4 . 2 The Pledge and the exercise of the pledge enforcement
aparejada se entienden sin perjuicio de las obligaciones que attached will be deemed to be without prejudice to the
para la Acreditada y los Garantes se derivan de los obligations assumed by the Borrower and the Guarantors
Documentos de la Financiación, que no se entienden limitadas under the Loan Documents, which shall not be limited
en modo alguno por la constitución de la Prenda. whatsoever by the creation of this Pledge.

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4 . 3 La Prenda tiene el carácter de indivisible. En consecuencia, 4 . 3 This Pledge is granted with an indivisible nature.
cada una de las Acciones de la Sociedad garantiza el integro Consequently, each of the Company Shares secures the full
cumplimiento de las Obligaciones Garantizadas. El payment and discharge of all of the Secured Obligations. The
cumplimiento parcial de las Obligaciones partial discharge of the Secured Obligations will not
Garantizadas no extinguirá proporcionalmente la Prenda, que proportionally extinguish the Pledge, which may only be
sólo se cancelará una vez que hayan sido íntegramente cancelled after the Secured Obligations are discharged in full.
satisfechas la totalidad de las Obligaciones Garantizadas.

5. EXTENSIÓN DE LA PRENDA 5. EXTENSION OF THE PLEDGE

5.1 Sustitución de activos 5.1 Substitution of assets

(a) La Prenda se extenderá y comprenderá cualesquiera títulos, (a) The Pledge shall extend to and comprise any instruments,
valores, derechos, activos (materiales o inmateriales), securities, rights, assets (whether tangible or intangible),
acciones o fondos que sustituyan, se intercambien o shares or funds which may substitute, be exchangeable for or
correspondan a cualesquiera de las Acciones en el caso de be attached to any of the Shares in the event of merger,
fusión, disolución, ampliación o reducción de capital social, winding- up, increase or decrease of share capital,
conversión o canje, transformación, escisión, redención, o conversion or exchange, transformation, spin-off, de-merger,
cualesquiera otras circunstancias similares que afecten a la redemption or any other similar circumstances affecting the
Sociedad o a las Acciones. Las referencias a las Acciones Company or the Shares. Any reference made in this
objeto de Prenda en este Contrato serán aplicables a Agreement to the Shares subject to Pledge shall be deemed
cualquiera títulos, valores, activos o fondos que las to include all such instruments, securities, assets or funds
sustituyan o correspondan en cada momento; that may substitute or be attached to them at any time;

(b) El Pignorante informará al Agente de Garantías tan pronto (b) The Pledgor shall inform the Security Agent as soon as any
como se haya producido cualquiera de las circunstancias of the events outlined in the previous paragraph takes place;
mencionadas en el párrafo anterior;

(c) Sin perjuicio de que la extensión de la Prenda operará de (c) Without prejudice to the extension of the Pledge operating
manera automática cuando ocurra cualquiera de las automatically upon the occurrence of any of the events
circunstancias descritas anteriormente, el Pignorante se described above, the Pledgor undertakes to execute all such
compromete a otorgar cuantos documentos públicos o public and/or private documents which may be necessary for
privados sean necesarios a los efectos de perfeccionar y the purposes of perfecting and evidencing such extension
evidenciar dicha extensión en un plazo de un (1) mes desde within one (1) month following the occurrence of any of
el momento en el que tenga lugar cualquiera de las such events above;
circunstancias anteriores;

(d) En el supuesto de que la Prenda se extienda a dinero o (d) In the event that the Pledge extends to cash or to credit
derechos de crédito convertibles en dinero, el Pignorante se rights which may be converted into cash, the Pledgor
compromete a depositar dichos importes en una cuenta undertakes to deposit such amounts in a bank account in the
bancaria abierta a nombre del Pignorante en la entidad name of the Pledgor opened with the bank indicated by the
bancaria designada por el Agente de Garantías o una cuenta Security Agent, or in a bank account which has already been
ya pignorada a favor del Agente de Garantías o una entidad pledged in favor of the Security Agent, or with an entity
designada por éste y a otorgar un derecho real de prenda designated by him and to grant an in rem right of pledge
sobre los derechos de crédito derivados de dicha cuenta over the credit rights arising from such bank account in
bancaria a favor de las Partes Garantizadas en garantía de las favor of the Secured Parties securing the Secured
Obligaciones Garantizadas; y Obligations; and

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5.2 Aumentos de capital 5.2 Capital increases

En el caso de que se produjera un aumento de capital de Subject to the provisions in the preceding paragraph, in the event
conformidad con lo previsto en el párrafo anterior, las Partes of a capital increase of the Company, the Parties expressly agree
expresamente acuerdan que: that

(a) El Pignorante se compromete a que las Acciones pignoradas (a) The Pledgor undertakes that the Shares pledged in favor of
en favor de las Partes Garantizadas representen en todo the Secured Parties represent [ ]% of the capital of the
momento el [ ]% del capital social de la Sociedad, debiendo Company at all times, having to exercise in case of a capital
en caso de aumento de capital social ejercitar su derecho de increase its preemption right in relation to any newly issued
suscripción preferente sobre cuantas acciones de nueva shares that may be necessary, so that the percentage of the
emisión sean necesarias con el fin de que el porcentaje del Pledgor´s participation in the share capital of the Company
Pignorante en el capital social de la Sociedad no se vea is not reduced;
reducido;

(b) El Pignorante no acordará la exclusión del derecho de (b) The Pledgor shall not resolve to exclude the pre-emption
adquisición preferente en relación con las acciones que se rights in relation to the shares created as a result of the
creen como resultado del aumento de capital; capital increase;

(c) El Pignorante deberá ejercitar su derecho de suscripción (c) The Pledgor shall exercise its pre-emptive right over the
preferente sobre todas las nuevas acciones y la Prenda creada newly created shares and the Pledge created under this
por el presente Contrato se extenderá a las nuevas acciones Agreement shall extend to the newly created shares. To that
creadas. A tal efecto, el Pignorante se effect, the Pledgor hereby unconditionally and irrevocably
compromete incondicional e irrevocablemente a pignorarlas undertakes to pledge them in favor of the Secured Parties in
a favor de las Partes Garantizadas en los mismos términos y the same terms and conditions as those included in this
condiciones que las incluidas en este Contrato, observando Agreement, complying with the formalities and timeframes
para ello las formalidades y los plazos incluidos en el set out in paragraph below; and
párrafo siguiente; y

(d) Las nuevas acciones deberán quedar pignoradas en los (d) The new shares shall be pledged under the same terms and
mismos términos y condiciones establecidos en la presente conditions set out herein, so that the Pledgor undertakes to:
Prenda, para lo cual el Pignorante se compromete:

- Elevar dicho acuerdo y su ejecución a escritura pública - Formalise the resolution and its execution in a public
ante el Notario quelibremente designen o, en su defecto, deed granted before the Notary public that they freely
ante el designado por el Agente de Garantías, dentro de los designate or, in its absence, before the Notary public
quince (15) días hábiles siguientes a la adopción del designated by the Security Agent within fifteen (15)
acuerdo; business days following the adoption of the resolution;

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- Presentar la escritura en el Registro Mercantil - Submit the deed for registration with the relevant
correspondiente dentro de los quince (15) días hábiles Mercantile Registry within fifteen (15) business days
siguientes a la liquidación de los tributos; following the payment of taxes;

- Inscribir las nuevas acciones a nombre del Pignorante en el - Register the new shares in the name of the Pledgor in the
Libro de Registro de Acciones Nominativas de la Sociedad Company´s Share Registry within ten (10) business days
dentro de los diez (10) días hábiles siguientes a la following the registration with the relevant Mercantile
inscripción del aumento de capital en el Registro Mercantil Registry of the share capital increase;
competente;

- Una vez realizadas todas las actuaciones anteriores y dentro - Once all the above acts have been carried out, and within
de los quince (15) días hábiles siguientes a la inscripción de fifteen (15) business days following the registration of the
las nuevas acciones en el Libro de Registro de Acciones new shares in the Company´s Share Registry, the Pledgor
Nominativas de la Sociedad, el Pignorante y la Sociedad and the Company shall formalise the extension of the
formalizarán la extensión de la Prenda en documento Pledge in a public document before the Notary public they
público ante el Notario que libremente designen o, en su freely designate or, in its absence, before the Notary public
defecto, ante el designado por el Agente de Garantías, de freely designated by the Security Agent, so that the new
forma que las nuevas acciones queden pignoradas en los shares are pledged in the same terms and conditions as those
mismos términos y condiciones que las del presente set out in this Agreement; and
Contrato; y

- La Sociedad se hará cargo en todo momento de los gastos, - The Company shall bear all applicable expenses, fees, duties
honorarios, aranceles y tributos correspondientes. and taxes.

Las Partes Garantizadas aceptan en este acto cualquier prenda sobre The Secured Parties accepts hereby any pledge over new shares of
nuevas acciones de la Sociedad que pueda constituir la Pignorante the Company which the Pledgor may create in accordance with the
en cumplimiento de lo dispuesto en esta Cláusula. present Clause.

El Agente de Garantías estará facultado para ser parte y otorgar The Security Agent shall be entitled to appear and execute such
cualquier documento complementario en beneficio de las Partes supplementary document for the benefit of the Secured Parties,
Garantizadas, independientemente del derecho individual de cada irrespective of the right of each particular Secured Party to appear
Parte Garantizada a ser parte y suscribir el documento and execute the aforesaid supplementary document along with the
complementario mencionado junto con el Agente de Garantías. Security Agent.

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6. INDISPONIBILIDAD DE LAS ACCIONES 6. NON-TRANSFERABILITY OF THE SHARES

6 . 1 En tanto subsista la Prenda, el Pignorante se obliga a no 6 .1 During the term of this Pledge, the Pledgor undertakes not to
vender las Acciones de la Sociedad, ni transmitirlas, ni sell, nor transfer, nor assign, nor substitute, nor encumber, nor
cederlas, ni canjearlas, ni gravarlas, ni disponer de ellas de charge or in any manner dispose of the Company Shares nor to
cualquier otra manera, ni constituir ningún derecho de opción create any option right or restriction on their free
o restricción a su libre transmisibilidad en caso de ejecución transferability in the event of enforcement of the Pledge,
de la Prenda, salvo que se encuentre permitido de acuerdo con unless it allowed under the Loan Documents and subject to the
los Documentos de la Financiación y con sujeción a los terms and conditions contained therein, or it is previously
términos y condiciones establecidos en los mismos, o salvo authorised in writing by the Secured Parties.
que sea expresa y previamente autorizado por escrito por las
Partes Garantizadas.

6.2 Asimismo, en tanto subsista la Prenda, el Pignorante se obliga 6 . 2 Likewise, during the term of this Pledge, the Pledgor
a no reducir el capital social de la Sociedad salvo que, (a) se undertakes not to decrease the share capital of the Company
encuentre permitido de conformidad con los Documentos de la unless, (a) it is permitted under the Loan Documents or (b) the
Financiación o (b) la Sociedad esté obligada legalmente a Company is obliged under the law to complete such capital
realizar dicha reducción de capital a los efectos de reequilibrar reduction for the purposes of rebalancing its equity and
el patrimonio social de la Sociedad sin que haya devoluciones without reimbursing any contributions to its shareholders.
de aportaciones a sus accionistas.

7. OBLIGACIONES DEL PIGNORANTE Y DE LA 7. OBLIGATIONS OF THE PLEDGOR AND OF THE

SOCIEDAD COMPANY

Durante la vigencia de la Prenda, el Pignorante se compromete a: While this Pledge is in force, the Pledgor undertakes:

(a) No hacer ni permitir que se haga nada que perjudique la Prenda (a) To not cause or permit any action that may affects the Pledge,
ni que la convierta en invalida o inejecutable o menoscabe de nor that make it invalid or unenforceable or affects in any way
cualquier manera su eficacia y, en general, se abstendrá de its effectiveness and, in general, shall refrain from any act or
cualquier acto u omisión que pudiera perjudicar los derechos omission that could affects the rights granted in favor of the
otorgados a favor de las Partes Garantizadas; Secured Parties;

(b) Que las Acciones de la Sociedad pignoradas por medio de esta (b) That the Company´s Shares pledged hereunder represent [ ]%
Prenda representen en cada momento el [ ]% del capital social of the share capital of the Company;
de la Sociedad;

(c) No constituir ninguna carga, gravamen derecho de opción o (c) To not to create any lien, encumbrance, option right or
restricción a su libre transmisibilidad distinto de los restriction on their free transferability other than those
establecidos legalmente y en el presente Contrato, salvo que established by law and in this Agreement save as permitted
esté permitido bajo los Documentos de la Financiación; under the Loan Documents;

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(d) Notificar al Agente de Garantías sobre cualquier situación que (d) To notify the Security Agent of any situation that could lead to
pueda conducir a un procedimiento concursal que implique la a formal insolvency proceeding (procedimiento concursal)
imposibilidad del Pignorante para cumplir sus obligaciones; involving the Pledgor or that may imply the inability of the
Pledgor to fulfil its obligations;

(e) El Pignorante y la Sociedad se comprometen a legalizar (e) The Pledgor and the Company undertake to electronically
telemáticamente su Libro de Registro de Acciones legalise their respective Company´s Share Registry including
Nominativas, haciendo constar en el mismo la Prenda, this the Pledge, annually and within the period of four (4)
anualmente y dentro del plazo de cuatro (4) meses desde el months upon the closing of the financial year, and the
cierre de su ejercicio social y la prohibición de disponer prohibition to dispose of this created by virtue of this Pledge,
constituidas en virtud de esta Prenda, y a acreditar and to certify to the Security Agent that this legalisation has
documentalmente al Agente de Garantías que dicha occurred;
legalización se ha producido;

(f) Mantener o hacer que se mantengan en todo momento el (f) To maintain or cause to be maintained at all times the right of
derecho de prenda y la garantía sobre las Acciones, así como la pledge and the security over the Shares, as well as the priority
prioridad y rango de las mismas y la atribución a las Partes and Rank of the same, and the allocation on the Secured
Garantizadas en los estatutos, si fuera aplicable, de los Parties in the by-laws of the Company, if applicable, of the
derechos políticos en caso que tenga lugar un Supuesto de exercise of the political rights upon the occurrence of an
Ejecución de la Prenda; Enforcement Event of the Pledge;

(g) No crear, ni permitir que subsista ninguna garantía, carga o (g) Not to create nor permit to subsist any security, lien or
gravamen de ningún tipo distinto de la Prenda sobre las encumbrance of any kind, other than the Pledge, over the
Acciones, así como no realizar ninguna actuación prohibida Shares nor do anything else prohibited under the Credit
bajo los Documentos de la Financiación, ni bajo este Contrato; Agreement or this Agreement; and
y

(h) No llevar a cabo ninguna fusión, escisión, reestructuración o (h) Not to enter into any merger, demerger, consolidation or
reorganización societaria, salvo en los supuestos permitidos en corporate reconstruction, except as permitted under the Loan
los Documentos de la Financiación.2 Documents.

8. EJERCICIO DE LOS DERECHOS DE ACCIONISTA 8. EXERCISE OF THE SHAREHOLDER'S RIGHTS

8 . 1 En tanto no haya acaecido un Supuesto de Incumplimiento, 8.1 As long as an Event of Default has not occurred and been duly
notificado a la Acreditada y los Garantes conforme a lo notified to the Borrower and the Guarantors according to
establecido en la Cláusula 9 (Event of Default) del Contrato de Clause 9 (Event of Default)of the Credit Agreement, the
Financiación corresponderá al Pignorante de conformidad con Pledgor, under section 132 of the Spanish Companies Act, will
el artículo 132 de la Ley de Sociedades de Capital: be entitled to:

2
Supuesto que enlaza con lo dispuesto en la cláusula 8.2.6 del Credit Agreement.

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(a) el ejercicio de los derechos políticos o de voto en (a) exercise the voting rights attached to the Company
relación con las Acciones de la Sociedad; y Shares; and

(b) obtener y retener los derechos económicos (b) retain and receive the economic rights attached to the
correspondientes a las Acciones de la Sociedad Company Shares (including, dividends, interests or any
(incluyendo dividendos, intereses, frutos o other return).
rendimientos de cualquier clase).

8.2 El Pignorante ejercerá los derechos políticos correspondientes 8 . 2 The Pledgor shall exercise the voting rights attached to the
a las Acciones de la Sociedad de forma coherente con el Company Shares in accordance and in compliance with the
cumplimiento de los términos de los Documentos de la provisions of the Loan Documents. In any case, the Pledgor
Financiación. En todo caso, el Pignorante no podrá ejercer los may not exercise, the voting rights attached to the Company
derechos políticos correspondientes a las Acciones de la Shares in a manner prejudicial to the validity or enforceability
Sociedad de manera que sea perjudicial para la validez o of the Pledge.
ejecución de la Prenda.

8.3 Desde que tenga lugar un Supuesto de Incumplimiento y hasta 8 . 3 Upon the occurrence of an Event of Default and until such
que el mismo no sea subsanado o dispensado por el Agente de Event of Default is not remedied or waived by the Security
Garantías, el ejercicio de los derechos políticos y económicos Agent, the exercise of any voting and economic rights
correspondientes a las Acciones de la Sociedad (incluyendo (including, dividends, interests or any other return) in respect
dividendos, intereses, frutos o rendimientos de cualquier clase) of the Company Shares may be exercised by the Security
podrán ser ejercitados por el Agente de Garantías. Agent.

En tales circunstancias, el Agente de Garantías podrá ejercitar In such circumstances, the Security Agent may exercise the
los derechos políticos y económicos inherentes a las Acciones voting and economic rights attached to the Company Shares
de la Sociedad en el interés social y con la diligencia exigible for the benefit of Company according to the standard business
a un ordenado empresario. En tal caso, las cantidades que practice. In such a case, the amounts that may be distributed
puedan ser distribuidas y que correspondan al Pignorante (ya and which correspond to the Pledgor (as dividends or as any
sea como dividendos o de cualquier otra manera permitida en other form admitted by law), will be subject to the payment
derecho), quedarán afectas al pago (hasta donde alcance el (up to the amount of the mentioned dividends or rights) of the
importe de tales dividendos o derechos) de las Obligaciones Secured Obligations of the Credit Agreement.
Garantizadas del Contrato de Financiación.

8 .4 Con objeto de permitir al Agente de Garantías el ejercicio de 8 .4 With the purpose of allowing the Security Agent to exercise
los derechos económicos y políticos de las Acciones, en caso the economic and political rights attached to the Shares, if an
de que se produzca un Supuesto de Incumplimiento notificado Event of Default occurs, having been notified by the Security
por parte del Agente de Garantías a la Acreditada, el Agent to the Borrower, the Pledgor within fifteen (15)
Pignorante dentro de los quince (15) días hábiles siguientes business days following such notification, shall adopt the
tras dicha notificación, deberá adoptar las actuaciones que actions that may be convenient so that the Company raise
sean oportunas a fin de que la Sociedad eleve a público el into public deed the Company´s resolution to introduce a
acuerdo relativo a la introducción de un nuevo artículo en los new article under the Company's by-laws, by including the
estatutos de la Sociedad, mediante la inclusión del siguiente following text (in case that the by-laws of the Company do
texto (en caso de que los estatutos de la Sociedad no previeran not foresee such a clause as per terms similar to the terms
una disposición en términos similares): below):

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"En caso de prenda de acciones, corresponderán al Agente de "In the event that the shares are pledged, shareholder rights
Garantías los derechos de accionista correspondientes a las attached to the pledged shares shall belong to the Security
acciones pignoradas desde el momento en que se notifique Agent from the moment the pledgor and the company are
por conducto notarial al pignorante y a la sociedad la notified through a notary of the occurrence of an event of
existencia de un supuesto de incumplimiento de las default of the Secured Obligation under the Loan Documents,
Obligaciones Garantizadas bajo los Documentos de la provided that (i) judicial enforcement of the pledge has been
Financiación, siempre y cuando (i) se haya admitido a trámite initiated; or (ii) in the event of notarial enforcement, provided
la ejecución judicial de la prenda; o (ii) en el caso de that the debtor has been duly summoned. Until such
ejecución notarial, se acredite fehacientemente la citación del notification takes place shareholder rights shall belong to the
deudor. En tanto tal notificación no se produzca, los derechos pledgor shareholder."
de accionista corresponderán al accionista pignorante."

Si la inscripción de la mencionada modificación estatutaria se In the event that registration of the abovementioned
hubiera denegado por el Registro Mercantil, las Partes amendment is rejected by the Mercantile Registry, the Secured
Garantizadas y el Pignorante negociarán una redacción Parties and the Pledgor shall negotiate an alternative wording
alternativa al objeto de dotar de efectividad el espíritu de la to reflect the spirit of the amendment and the Pledgor shall
misma y el Pignorante deberá llevar de nuevo a cabo las thereafter promptly carry out again the acts set out in the
actuaciones indicadas en el párrafo anterior a la mayor preceding paragraph in respect of the revised amendment to
brevedad respecto de la modificación revisada del artículo de article of the Company's by-laws.
los estatutos de la Sociedad.

8.5 El Pignorante se compromete expresa e irrevocablemente a no 8.5 The Pledgor expressly and irrevocably undertakes not to adopt
realizar modificaciones estatutarias que sean contrarias a los amendments of the bylaws of the Company which are opposed
Documentos de la Financiación y/o que tengan como finalidad to the terms of the Loan Documents and/or are done for the
el establecimiento de restricciones al ejercicio de derechos purposes of setting forth thereunder restrictions to the exercise
políticos y económicos inherentes a las Acciones de la of the voting and economic rights attached to the Company
Sociedad y/o que tengan como finalidad el establecimiento de Shares and/or are done for the purposes of setting forth
restricciones a la libre transmisibilidad de las mismas en caso thereunder restrictions to the free transferability of the
de ejecución de la presente Prenda (tales como derechos de company Shares in case of the enforcement of the Pledge (as
tanteo o de adquisición preferente a favor de la propia pre-emption rights and pre-emptive acquisition rights in favor
sociedad o sus accionistas en caso de ejecución de prenda), sin of the Company in case of enforcement of pledge), without
perjuicio de lo previsto en el artículo 125 de la Ley de prejudice of article 125 of the Spanish Companies Act.
Sociedades de Capital.

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8 . 6 Además, el Pignorante expresa e irrevocablemente renuncia 8 . 6 Moreover, the Pledgor expressly and irrevocably waives
por la presente, en beneficio de las Partes Garantizadas, según hereby for the benefit of the Secured Parties, as applicable and
corresponda y en caso de acaecimiento de un Supuesto de upon the occurrence of an Even of Default, to exercise any pre-
Incumplimiento, al ejercicio de cualquier derecho de emptive right, which could correspond, to it at any time being,
adquisición preferente que pudiera corresponderle en cada in case of a compulsory transfer of Shares arising of the
momento, en el supuesto de una transmisión forzosa de las execution of this Pledge.
Acciones derivada de la ejecución de la presente Prenda.

8 . 7 A efectos aclaratorios, desde el momento en el que cese 8.7 For clarification purposes, from the moment of the cessation of
cualquier Supuesto de Incumplimiento por haber sido el any Event of Default due to its remedy or waived by the
mismo subsanado o aceptado por las Partes Garantizadas, los Secured Parties, the rights referred to in Clause 8.1 above will
derechos referidos en la Cláusula 8.1 anterior volverán a ser be exercised again by the Pledgor.
ejercidos por el Pignorante.

9. DECLARACIONES Y GARANTÍAS DEL PIGNORANTE Y 9. REPRESENTATIONS AND WARRANTIES OF THE

LA SOCIEDAD PLEDGOR AND THE COMPANY

El Pignorante y la Sociedad declaran y garantizan de forma The Pledgor and the Company jointly represent and warrant,
mancomunada, según corresponda, en beneficio de las Partes as applicable, for the benefit of the Secured Parties:
Garantizadas:

(a) Que están válidamente constituidas y debidamente (a) That are validly incorporated and duly registered with the
inscritas en los Registros competentes y ostentan plena relevant Mercantile Register and have full capacity to act;
capacidad de obrar;

(b) Que tienen capacidad para suscribir y cumplir el presente (b) That are authorised to enter into and fulfil this Agreement
Contrato y han realizado todas las actuaciones necesarias and have carried out all necessary actions to authorise the
para autorizar el otorgamiento y cumplimiento del mismo; granting and fulfilment thereof;

(c) Que tienen los necesarios derechos y facultades para (c) That have the required powers and legal rights to execute
suscribir este Contrato y que el Pignorante tiene el título y this Agreement and the Pledgor has the necessary legal
los derechos necesarios para pignorar, ceder y transmitir title and the right to pledge, assign and transfer the Shares
las Acciones a los efectos de cumplir con el presente for the purposes of complying with this Agreement;
Contrato;

(d) Que las Acciones representan el [ ]% del capital social de (d) That the Shares represent a [ ]% of the share capital of the
la Sociedad; Company;

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(e) Que el Pignorante ostenta legítimamente la plena (e) That the Pledgor has full legal and beneficial ownership of
propiedad de las Acciones; the Shares;

(f) Que las Acciones no están sometidas a ninguna carga, (f) That the Shares are not subject to any charge, lien or
gravamen o derecho de opción de compra o de venta o de purchase or sale option right or third party right, except
tercero, a excepción del constituido en virtud del presente for the one created pursuant to this Agreement.
Contrato;

(g) Que a su leal saber y entender la constitución de la (g) That to the best of their knowledge, the creation of this
presente Prenda no contradice los estatutos de la Sociedad Pledge does not conflict with the by-laws of the
ni, hasta donde tienen conocimiento, ninguno de los Company, nor, to the best of its knowledge, any contracts,
contratos, obligaciones, acuerdos, compromisos, cargas o obligations, agreements, undertakings, charges or
regulaciones de las que sea parte o por las que esté regulations to which it is a party or by which it is bound,
obligado, ni supone el incumplimiento de sus términos y nor it will imply the breach of such terms and conditions,
condiciones, habiendo sido obtenido, en caso de ser having been obtained, should it be necessary, all
necesarios, todos los consentimientos oportunos al efecto necessary consents in order to avoid the breach of any
de evitar el incumplimiento de cualquier compromiso commitment assumed prior to the execution of this
adquirido con anterioridad al otorgamiento del presente Agreement; and
Contrato; y

(h) Que el otorgamiento de este Contrato, constituye y crea (h) That the execution of this Agreement, creates a first
una garantía real de primer rango sobre las Acciones en ranking in rem right of pledge over the Shares in favour of
favor de las Partes Garantizadas en garantía del the Secured Parties as security of the Secured Obligations.
cumplimiento de las Obligaciones Garantizadas.

Todas las declaraciones y garantías aquí contenidas se All the representations and warranties herein contained shall
mantendrán vigentes, vinculantes y con efectos hasta la remain in force, binding and effective up to the cancellation of
cancelación de la presente Prenda y, en su caso, de sus this Pledge, and if applicable, of its extensions and shall be
extensiones, y se entenderán repetidas (salvo que expresamente deemed to be repeated (unless they specifically refer to a
se refieran a una fecha específica) con ocasión del otorgamiento determined date) at the time of granting and perfection of any
y perfección de cada una de las eventuales extensiones de la extension of the Pledge.
Prenda.

10. EJECUCIÓN DE LA PRENDA 10. ENFORCEMENT OF THE PLEDGE

10.1 Supuesto de Ejecución 10.1 Enforcement Event

Será causa de ejecución de la Prenda un Supuesto de The Pledge will be enforceable upon an Event of Default
Incumplimiento continuado (el "Supuesto de Ejecución"). which is continuing (the “Enforcement Event").

10.2 Determinación de la cantidad líquida 10.2 Due and payable amount

Las Partes acuerdan expresamente que la cantidad vencida, The Parties expressly agree that in the event of enforcement of
líquida y exigible en caso de ejecución de la Prenda (por the Pledge (following any of the applicable procedures) the
cualquiera de los procedimientos aplicables) y a los efectos de amount due and payable pursuant to the provisions of articles
los artículos 572 y 573 de la Ley de Enjuiciamiento Civil, será 572 and 573 of the Civil Procedural Law will be the amount
la especificada en la certificación que expida el Agente de specified in the certificate issued by the Security Agent in
Garantías de conformidad con los Documentos de la accordance with the Loan Documents setting out the amount
Financiación en la que conste el saldo adeudado por la owed by the Borrower or the Guarantors to the Secured Parties,
Acreditada o los Garantes a las Partes Garantizadas y que será calculated in accordance with the Loan Documents.
calculado de conformidad con lo dispuesto en los Documentos
de la Financiación.

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El importe de la deuda liquida, vencida y exigible mencionado The amount of the due and payable debt mentioned in this
en esta Cláusula 10.2 se incrementará con los intereses Clause 10.2 shall be increased with the interest (ordinary
(ordinarios, de demora o de cualquier otro tipo), gastos, costas, interest, default interest or any other type of interest), costs and
comisiones y demás importes devengados a favor de las Partes expenses, fees and any other amounts accrued in favor of the
Garantizadas ejecutantes entre la fecha de expedición de la Secured Parties between the date on which aforementioned
certificación anteriormente mencionada y la fecha en que la certificate is issued and the date on which the enforcement of
ejecución de la Prenda se haga efectiva. the Pledge is made effective.

10.3 Ejecución por el Agente de Garantías 10.3 Enforcement by the Security Agent

La ejecución de la Prenda y la realización de cualesquiera The enforcement of the Pledge and any acts in defence or
acciones de defensa o preservación de la misma, será llevada a preservation of the Pledge shall be carried out by the Security
cabo por el Agente de Garantías, en nombre y representación de Agent acting on their behalf and upon their instructions.
aquéllos y siguiendo las instrucciones que a tal efecto le
faciliten los mismos.

10.4 Procedimientos de ejecución 10.4 Enforcement procedures

Para el ejercicio de la acción real pignoraticia, las Partes For the purposes of the enforcement of the Pledge, the Secured
Garantizadas podrán entablar, a su elección, cualquiera de los Parties may, at their discretion initiate any legal proceedings
procedimientos que legalmente les asisten, y en particular: available, in particular:

(a) los judiciales ordinarios, declarativos o de ejecución (a) ordinary, declarative or enforcement judicial proceedings
previstos en la Ley 1/2000, de 7 de enero, de provided under Law 1/2000 of 7th January of Civil
Enjuiciamiento Civil (la “LEC”); Procedure (the “Civil Procedural Law”);

(b) el procedimiento ejecutivo para bienes hipotecados o (b) the enforcement proceeding for mortgaged or pledged
pignorados establecido en los artículos 681 a 698 de la assets established in articles 681 to 698 of the Civil
Ley de Enjuiciamiento Civil; Procedural Law;

(c) los procedimientos establecidos en el artículo undécimo y (c) the proceedings referred to in article 11 of Royal Decree-
siguientes del Real Decreto Ley 5/2005, de 11 de marzo, Law 5/2005, of 11 March in relation to urgent measures for
de reformas urgentes para el impulso de la productividad y improving productivity and public contracting ("RDL
para la mejora de la contratación pública (el "RDL 5/2005"); or
5/2005"); o

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(d) el extrajudicial establecido en el artículo 1872 del (d) the non-judicial proceeding set forth in article 1872 of the
Código Civil o en los artículos 72 a 77 de la Ley del Civil Code or in articles 72 to 77 of the Spanish Notarial Law;
Notariado;

(e) cumpliendo en cada caso los requisitos del (e) complying in each case with the requirements of the chosen
procedimiento elegido, sin que la utilización de una proceedings and provided that the choice of any of the above
vía precluya la posibilidad de acudir a cualquiera de las proceedings does not limit the possibility of choosing any of
restantes, en tanto las Obligaciones Garantizadas no the other proceedings, to the extent that the Secured
hayan sido satisfechas en su integridad o extinguidas Obligations have not been fully discharged.
de otro modo.

10.5 Procedimiento de ejecución bajo la LEC 10.5 Civil enforcement procedure

En el supuesto de que las Partes Garantizadas, a través del In the event that the Secured Parties, through the Security Agent,
Agente de Garantías, decidieran instar cualquiera de los wish to initiate any of the enforcement procedures set forth in the
procedimientos previstos en la LEC, las Partes pactan Civil Procedural Law, the Parties hereby agree that for the exercise
expresamente que bastará para el ejercicio de la acción of the enforcement actions the delivery of the following documents
ejecutiva la presentación de los siguientes documentos: shall suffice:

(a) la póliza de éste Contrato de Prenda; (a) the public document formalising this Pledge Agreement;

(b) certificación, expedida por el Agente de Garantías, de la (b) a certificate issued by the Security Agent, regarding the debt of
deuda que resulte a cargo de la Acreditada o de los the Borrower, as well as the extract of the debit and credit
Garantes, así como el extracto de las partidas de cargo y entries and those corresponding to the application of interest
abono y las correspondientes a la aplicación de that determine the specific balance for which the enforcement
intereses que determinan el saldo concreto por el que se is requested, certifying that the calculation of the debt which is
pide el despacho de ejecución, acreditando que la enforced has been in the manner agreed in the Loan
liquidación de la deuda por la que se ejecuta se ha Documents;
practicado en la forma pactada en los Documentos de la
Financiación;

(c) documento que acredite haber notificado previamente al (c) a document evidencing that the amount due and payable as a
Pignorante, a la Sociedad y a cualquier otra sociedad result of the aforementioned calculation has been previously
que resulte Garante en cada momento la cantidad notified to the Pledgor, the Company and any other Company
exigible resultante de dicha liquidación. A estos holding the position of Guarantor at that time. Such notice will
efectos, dicha notificación será suficiente para que la be suffice for the purposes of notifying the Borrower and the
Acreditada y los Garantes se den por notificados. Guarantors.

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10.6 Procedimiento de ejecución bajo el RDL 5/2005 10.6 RDL 5/2005 enforcement procedure

Para el caso de que las Partes Garantizadas, de resultar ello In the event that, provided that it is legally possible, the Secured
legalmente posible, procediesen a la ejecución de la Prenda Parties, enforce the Pledge by the procedure set out under the
por el procedimiento previsto en el artículo 11.2º del RDL section 11.2º of the RDL 5/2005, if applicable, the Parties agree as
5/2005, en caso de resultar de aplicación, las Partes follows:
convienen lo siguiente:

(a) La ejecución de la Prenda se podrá realizar por (a) The enforcement of the Pledge shall be carried out by means of
apropiación o por venta a terceros de las Acciones. appropriation of the Shares or sale to third parties.

(b) El valor de las Acciones será el que determine una firma (b) The value of the Shares shall be that determined by a
de auditoría de reconocido prestigio (entre las prestigious audit firm (among the so-called “Big Four”)
denominadas “Big Four”) que designe razonablemente reasonably appointed by the Security Agent. Once such value
el Agente de Garantías. Una vez determinado dicho is determined, the Security Agent may:
valor, el Agente de Garantías podrá:

- Apropiarse de las Acciones compensando con el - To appropriate the Shares by setting-off an amount equal
importe de las Obligaciones Garantizadas to the value of the Shares determined by the designed
pendientes de pago un importe igual al valor que audit firm, against the outstanding Secured Obligations
para las mismas haya sido determinado por la firma (once the expenses arising out of the enforcement have
de auditoria designada (una vez descontados los been deducted); or
gastos que se hubieran originado con ocasión de la
ejecución); o

- colocar las Acciones a la venta a un precio igual al - To place the Shares for the price determined by the
valor determinado por la firma de auditoria designed audit firm.
designada.

(c) En el supuesto de que exista alguna cantidad remanente (c) In case there are not pending Secured Obligations the excess
tras la ejecución de la Prenda y no existan Obligaciones will be delivered directly to the Pledgor.
Garantizadas pendientes de pago las Partes acuerdan
que dicha cantidad será entregada al Pignorante.

10.7 Procedimiento extrajudicial 10.7 Non-judicial proceedings

Si las Partes Garantizadas, iniciasen el procedimiento In the event that the Secured Parties, should initiate the
establecido en el artículo 1.872 del Código Civil y en los proceedings contemplated in Article 1,872 of the Spanish Civil
artículos 72 a 77 de la Ley del Notariado, será de aplicación Code and the Articles 72 to 77 of the Notaries Act, the following
el procedimiento siguiente: procedure shall apply:

(a) Los domicilios a efectos de requerimientos y (a) The addresses for the service of notice and summons are the
notificaciones serán los que se recogen en la Cláusula ones included in Clause 13 below, being also applicable to the
13 posterior, siendo aplicables asimismo en caso de enforcement proceeding set out in Chapter V of Title IV of
ejecución de acuerdo con el procedimiento previsto en Book III of the Spanish Civil Procedural Act.
el Capítulo V del Título IV del Libro III de la Ley de
Enjuiciamiento Civil.

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(b) La subasta será electrónica y se llevará a cabo en el Portal (b) The auction shall be electronic and shall be carried out through
de Subastas de la Agencia Estatal Boletín Oficial del the On-line Auction Portal of the State Official Gazette Agency.
Estado.

(c) Las subastas se celebrarán ante un notario español que será (c) The auctions shall be held before a Spanish Notary public
designado por las Partes Garantizadas de conformidad appointed by the Secured Parties in accordance with applicable
con la legislación vigente. laws.

El Pignorante, en caso de no comparecer ante el notario The Pledgor, in the event it does not appear before the relevant
correspondiente, designa a las Partes Garantizadas para Notary Public, hereby appoints the Secured Parties as its
representarle en la subasta de las Acciones, en calidad de representative of the in the auction of the Shares, as transferor,
vendedor y para que otorgue el correspondiente contrato and irrevocably authorise (with express faculties for self-
de compraventa (incluso en documento público) a favor contracting) such entity to execute the notarial deed of transfer
del adquirente, con facultades expresas de of the Shares in favor of the purchaser on behalf of the Pledgor,
autocontratación, en la medida en que el Pignorante no as long as the Pledgor had not proceeded to grant such deed of
haya procedido a otorgar dicho contrato en un plazo transfer within a maximum term of one (1) month from the date
máximo de un (1) mes desde la fecha del requerimiento of the requirement notice that, for such purpose, would have
que, a tal efecto, le hubieran dirigido las Partes been sent by the Secured Parties.
Garantizadas.

(d) Las subastas se notificarán fehacientemente al Pignorante (d) The auctions shall be notified to the Pledgor by any means which
por cualquier medio que permita acreditar la recepción y may evidence the content and receipt of the notice
el contenido de la notificación a los domicilios que se (fehacientemente) at the address referred to in Clause 13 below
establecen en la Cláusula 13 posterior con al menos by no less than fifteen (15) days prior to notice of the date
quince (15) días de antelación a aquel que se señale para indicated for the auction. The notice shall specify the
la subasta. En la notificación deberán constar todas las circumstances leading to the enforcement and, in particular, shall
circunstancias de la ejecución, y en particular las give details of the following:
siguientes:

- El importe que deba ser debidamente satisfecho por - The amount to be duly paid by means of the enforcement of
medio de la ejecución de la Prenda. the Pledge.

- La identificación de las Acciones que se ejecutan, su - Precise details of the Shares to be enforced, their number,
número, valor nominal, numeración, clase y face value, numbering, class and valuation.
valoración.

- La fecha de la subasta y la hora a la que se celebrarán, - The date of the auction and the time at which they will take
la cantidad que sirva de tipo inicial en las subastas y place, the amount which shall serve as an initial bid (tipo) at
el depósito exigido para participar en las subastas. the auctions, as well as the deposit required to participate in
the auction.

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(e) A su libre elección, las Partes Garantizadas podrán (e) At its free choice, the Secured Parties may enforce the Pledge in
proceder a ejecutar la Prenda respecto de todas las respect of all the Shares at the same time, or to carry out partial
Acciones al mismo tiempo, o a efectuar ejecuciones and successive enforcements of the Pledge in respect of different
parciales o sucesivas de la Prenda sobre distintos groups of Shares, up to the full repayment of the Secured
paquetes de Acciones, hasta el total reembolso de las Obligations.
Obligaciones Garantizadas.

(f) Abierta la subasta, sólo podrán hacerse pujas electrónicas (f) Once the auction is opened, electronic bids can only take place
durante veinte (20) días desde la fecha de apertura. during twenty (20) days following the opening.

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(g) Para participar en la subasta será necesario consignar el (g) In order to take part in the auction, the bidder shall deposit 5% of
cinco por ciento (5%) del valor de las acciones the value of the auctioned shares. The Secured Parties shall not
subastadas. Las Partes Garantizadas no deberán hacer deposit any amount to enter therein.
consignación alguna.

(h) Si no concurriere ningún postor o no fueran adjudicadas (h) In case that no bidder enters into the auction nor the Shares were
las Acciones por cualquier motivo, el Notario así lo hará allocated for any reason, the Notary Public shall note the fact,
constar, declarando desierta la subasta y acordará el declaring the auction as void and agreeing the closing of the
cierre del expediente, sin perjuicio de la facultad que se auction record, notwithstanding the authority of the Secured
otorga a las Partes Garantizadas a iniciar ante el mismo Parties to initiate before the same Notary Public a second
Notario un segundo expediente de subasta notarial de las notarial auction record over the Shares, in accordance to the
Acciones, con arreglo a lo acordado en este Contrato y terms of this Agreement and the applicable regulations. In no
conforme a la normativa legal aplicable. En ningún caso case such fact may produce the cancellation or the termination
esta circunstancia podrá suponer la cancelación o of the Pledge.
extinción de la Prenda.

(i) En caso de que las Partes Garantizadas insten el inicio de (i) In the event that the Secured Parties require the initiation of a
un segundo expediente de subasta notarial, el tipo de second notarial auction record, the auction bid will be seventy
subasta será equivalente al setenta y cinco por ciento five per cent (75%) of the value determined by the designed
(75%) del valor indicado por la firma de auditoría audit firm.
designada.

(j) Las Partes Garantizadas podrán si las Acciones no son (j) Should the Shares not be sold in any of the auctions, such shares
enajenadas en ninguna de las subastas, hacerlas suyas may be acquired by the Secured Parties (dación en pago), giving
dando en este caso carta de pago por el importe discharge of payment in an amount equal to the auction bid of
equivalente al tipo de la última subasta de las Acciones. the last auction of the Shares.

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Confidential Information

(k) La celebración de la subasta se anunciará mediante (k) The auction shall be announced by means of a notice in the State
anuncio en el Boletín Oficial del Estado con quince (15) Official Gazette fifteen (15) days in advance to the date in which
días de antelación a su celebración y deberá contener the auction will be held. The announcement shall contain all the
todos los datos mínimos exigidos por el artículo 74 de la minimum details required by the article 74 of the Notaries Act,
Ley del Notariado, así como expresar todas las as well as state all the circumstances referred to in Clause 10.7.
circunstancias referidas en la Cláusula 10.7.(d) anterior, (d) above, with express reference to the starting bid price all of
haciendo referencia expresa al tipo inicial de la subasta, which shall be available at the notary’s bureau appointed for the
todo lo cual estará disponible en la notaría designada enforcement of the Pledge, together with the documentation
para la ejecución de la Prenda, junto con la relating to the Shares to be auctioned and to the proceedings
documentación relativa a las Acciones objeto de subasta itself. The bidders shall be deemed to accept the circumstances
y al procedimiento mismo. Se entenderá que los arising under the legal regulations concerning the compulsory
licitadores aceptan las circunstancias derivadas del sale of the Shares and the rights of shareholders in accordance
régimen legal relativo a la venta forzosa de las Acciones with the by-laws of the Company, a copy of which shall also be
y a los derechos de los accionistas de conformidad con deposited at the notary’s bureau.
los estatutos de la Sociedad, una copia de los cuales
estará disponible en la notaría.

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(l) El adjudicatario deberá depositar la cantidad restante del (l) The awardee shall deposit the remaining sum up to the award
precio de remate en la notaría o en la entidad de crédito price at the notary’s bureau or at the financial institution
indicada en el anuncio, antes de las 12:00 p.m. del tercer indicated in the announcement, before 12:00 p.m. of the third
día hábil siguiente a la adjudicación provisional de las business day following the provisional allocation of the Shares.
Acciones. Este importe, junto al del depósito, deberá This sum, together with the deposit, shall be applied to pay the
emplearse para sufragar la totalidad de los costes de la costs of the auction and any sums in excess of the award price
subasta y el resto, hasta donde alcance, será entregado shall, to the extent possible, be delivered by the notary or by the
por el notario o por la entidad de crédito indicada en el financial institution specified in the announcement, as
anuncio, según sea el caso, a las Partes Garantizadas, para applicable, to the Secured Parties to its distribution, if
su distribución, en su caso, entre el resto de las Partes applicable, among the rest of the Secured Parties to the to apply
Garantizadas, para el pago de las Obligaciones them to settle the Secured Obligations pending of payment of
Garantizadas pendientes de pago cuyo incumplimiento which unfulfilment had caused the enforcement of the Pledge.
hubiera ocasionado la ejecución de la Prenda. El The excess, if any, will be delivered directly by the Notary
sobrante, en caso de existir, será entregado directamente public or by the financial institution, as the case may be, to the
por el notario o por la entidad de crédito, según Pledgor.
corresponda, al Pignorante.

(m) En caso de que el adjudicatario no realice la (m) In the event that the awardee does not make the payment referred
consignación a que se refiere la Cláusula 10.7.(g) en el to under Clause 10.7.(g) in due course and form, the sums of the
plazo y forma debidos, las cantidades por él consignadas deposit allocated by such awardee shall be applied to the
como depósito se aplicarán al pago de las Obligaciones payment of the Secured Obligations. In this event, the referred
Garantizadas. En este caso, dicho adjudicatario perderá awardee shall be disqualified and the auction shall be awarded
la puja y se considerará adjudicatario al segundo mejor to the second highest bidder who has made the deposit with the
licitador que hubiera mantenido el depósito en la notaría Notary public in accordance with the provisions of Clause 10.7.
a tenor de lo indicado en la Cláusula 10.7.(g) anterior; si (g) above; should there be no such bidder the auction shall be
no hubiera licitador de subasta será suspendida con las adjourned with the consequences set out in these provisions.
consecuencias previstas en estas estipulaciones.

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Confidential Information

(n) El Notario entregará al Agente de Garantías, para su (n) The Notary public will deliver to Security Agent, for its
distribución entre el resto de los las Partes Garantizadas, distribution, among the rest of the Secured Parties, the proceeds
la parte del precio obtenido en la subasta equivalente a arising out of the bid in order to allocate them to meeting the
la suma adeudada correspondiente a las Obligaciones outstanding Secured Obligations. Should the referred proceeds
Garantizadas pendientes de pago. El sobrante, de existir exceed the amount of the Secured Obligations (once the costs,
(una vez descontados los gastos, impuestos y costes que taxes and expenses arising out of such enforcement have been
la enajenación haya podido causar), será directa e paid), the excess will be directly and immediately deposited by
inmediatamente depositado por el Notario en la cuenta the Notary public in the bank account designated by the Secured
bancaria que designen las Partes Garantizadas y quedará Parties, and subject to, in case a partial enforcement of the
afecto, en caso de ejecución parcial de la Prenda, a las Pledge has taken place, the rest of the Secured Obligations
restantes Obligaciones Garantizadas por esta Prenda que, which have not been fulfilled. In case there are not pending
en su caso, no hubiesen resultado satisfechas. En el Secured Obligations the excess will be delivered directly to the
supuesto de que exista alguna cantidad remanente tras la Pledgor.
ejecución de la Prenda y no existan Obligaciones
Garantizadas pendientes de pago las Partes acuerdan que
dicha cantidad será entregada al Pignorante.

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 (o) En el caso de que las Partes Garantizadas se adjudiquen (o) In case that the Secured Parties becomes awardee of the Shares in
en la subasta las Acciones, éstas serán pagadas mediante the bid, the Shares will be paid by means of set-off reducing, in
compensación por reducción, en el referido importe al the amount the Shares had been awarded in the auction, the
que hubieran sido adjudicadas en la subasta, de las Secured Obligations pending of payment whose default had
Obligaciones Garantizadas pendientes de pago cuyo caused the enforcement of the Pledge (to the extent reached by
incumplimiento hubiera ocasionado la ejecución de la the referred amount). The surplus, if any, will be applied in
Prenda (hasta donde alcance el importe antes accordance with the section immediately above.
mencionado). El sobrante, de existir, se aplicará de
acuerdo con lo establecido en la apartado
inmediatamente anterior.

(p) La ejecución no será interrumpida por causa alguna, (p) The enforcement shall not be interrupted unless by virtue of (i) a
salvo (i) que medie una orden dictada por la autoridad judicial decision rendered by a competent judge; or (ii) the
judicial competente; o (ii) que la Acreditada y los discharge of the Secured Obligations by the Borrower and the
Garantes hubieran cumplido las Obligaciones Guarantors with full payment of the same to the Secured Parties
Garantizadas y hubieran abonado íntegramente las as well as all expenses incurred in connection with the
mismas a las Partes Garantizadas, así como todos los enforcement.
gastos incurridos en la ejecución.

10.8 Conservación de derechos 10.8 Maintenance of rights

Las Partes Garantizadas conservarán todos sus derechos y The Secured Parties shall maintain all their rights and claims against
acciones contra el Pignorante por la parte de las Obligaciones the Pledgor with respect to any part of the Secured Obligations that
Garantizadas que no hayan sido satisfechas o resarcidas con has not been satisfied or indemnified upon the enforcement of the
la ejecución de la Prenda. Pledge.

Draft SPB – 20.02.2018

Confidential Information

10.9 Renuncia de acciones del Pignorante 10.9 Waiver of rights by the Pledgor

Hasta la fecha en la que las Obligaciones Garantizadas hayan Until such time as the Secured Obligations have been discharged in
sido amortizadas en su totalidad, en el caso de que las Partes full, in the event that the Secured Parties obtain payment of any
Garantizadas obtengan el cobro de cualesquiera importes u amounts owed to them or of the Secured Obligations through the
Obligaciones Garantizadas a través de la ejecución de la enforcement of the Pledge, the Pledgor expressly waives as from this
Prenda, el Pignorante renuncia expresamente y desde este moment in time (i) any rights of subrogation, (ii) the exercise of any
momento (i) al ejercicio de cualquier derecho de claim and (i) the recovery or collection of any credits or rights,
subrogación, (ii) a cualquier acción y (iii) al cobro de against the Borrower or the Guarantors.
cualesquiera créditos o derechos, frente a la Acreditada o
cualquiera de los Garantes.

11. PODER IRREVOCABLE 11. IRREVOCABLE POWER OF ATTORNEY

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1 1 . 1 Con objeto de asegurar el cumplimiento de los 11.1 In order to give the grates effectiveness to the compliance with the
compromisos asumidos en este Contrato, el Pignorante undertakings set out herein, the Pledgor will grant in favor of the
otorgará a favor del Agente de Garantías y de las Partes Security Agent and the Secured Parties simultaneously with the
Garantizadas en unidad de acto respecto a la firma del execution of this Agreement, and in a separate public deed before
presente Contrato y en escritura pública separada ante el the intervening Notary public, an irrevocable special power of
mismo Notario interviniente, un poder especial irrevocable attorney, so broad in Law as necessary, with powers of
tan amplio en Derecho como resulte necesario, con substitution, re-substitution and delegation as broad as may be
facultades de sustitución, re- sustitución y delegación en necessary in Law in favor of the person, whether natural or legal,
favor de la persona, física o jurídica, agente, administrador, agent, receiver, the person or entity in favor of whom it may
la persona o entidad a favor de quien sustituye o en quien delegate or substitute the faculties conferred hereunder (including
delegue la ejecución de las facultades otorgadas por medio the entity which may replace the Security Agent as agent) or any
del poder irrevocable (incluyendo la entidad que le other entity that the Security Agent may determine, so that the
sustituya como Agente de Garantías) o cualquier otra Security Agent (acting through its representatives or its attorneys-
entidad que determine el Agente de Garantías, para que el in-fact), on behalf of the Pledgor, may perform any necessary or
Agente de Garantías (actuando a través de sus convenient actions to comply with and enforce the terms of the
representantes orgánicos o sus apoderados) pueda, en present Agreement.
nombre y representación del Pignorante, realizar
cualesquiera actuaciones que resulten necesarias o
convenientes para ejecutar y hacer cumplir los términos del
presente Contrato.

11.2 A tales efectos, el Agente de Garantías podrá, transcurrido 11 . 2 For this purpose, the Security Agent may, upon failure of the
el plazo de diez (10) días hábiles desde la notificación Pledgor to comply with the Security Agent’s request within ten
realizad a al Pignorante sin que éste hubiera realizado lo (10) business days of being notified, use the irrevocable power of
solicitado, utilizar el poder irrevocable otorgado, a fin de attorney in order to carry out, on behalf of the Pledgor, any
llevar a cabo en nombre del Pignorante cuantas actuaciones necessary or convenient actions in favor of the Secured Parties in
resulten necesarias o convenientes a favor de las Partes the terms and conditions the Security Agent may deem appropriate
Garantizadas en los términos y condiciones que estime for the adequate compliance with the terms of this Agreement
oportunos para el adecuado cumplimiento de lo previsto en including, but not limited to, the following:
el presente Contrato, incluyendo, con carácter enunciativo
y no limitativo, las siguientes:

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 Draft SPB – 20.02.2018
Confidential Information

(a) solicitar del Notario ante el que formalice el presente (a) to request from the Notary Public before whom the present
Contrato, todo tipo de copias de los Agreement is formalized all kind of copies of the relevant
correspondientes documentos públicos en los que se public documents in which the Pledge is formalized;
formalicen la Prenda;

(b) efectuar cualesquiera declaraciones, trámites, (b) to make any statements, declarations, proceedings,
presentaciones de documentos o cualesquiera otras submitting documents or any other actions before Notaries,
actuaciones ante Notarios, Registradores, Registrars, tax, administrative or judicial authorities and
autoridades fiscales, administrativas o judiciales y liquidate and pay for the taxes, commissions, costs and
liquidar y abonar los impuestos, comisiones, costes y expenses related to the execution of the present Agreement;
gastos relacionados con el otorgamiento del presente
Contrato;

(c) llevar a cabo cuantas actuaciones y suscribir, otorgar (c) to carry out any and all actions to execute, grant and raise to
y elevar a público cuantos documentos públicos o public deed status any necessary documents to; (i) obtain
privados sean necesarios para: (i) obtener y asegurar and ensure the full perfection, maintenance and protection
la plena perfección, mantenimiento y protección de of the Pledge; (ii) defend, protect and claim the rights
las Prenda; (ii) defender, proteger y reclamar los conferred to the Secured Parties in the present Agreement;
derechos que en el presente Contrato se confieren a (iii) carry out any extension, ratification, amendment,
las Partes Garantizadas; (iii) realizar cualquier rectification or substitution of those clauses declared void
extensión, ratificación, subsanación, rectificación o by those which economic effect will be the most similar to
sustitución de cláusulas declaradas nulas por the clause declared void and without effect; and (iv) carry
aquellas otras cuyo efecto económico sea el más out the execution of the Pledge;
parecido posible al de la cláusula declarada nula y
sin efecto; y (iv) llevar a cabo la ejecución de la
Prenda;

(d) para que, en caso de que ello fuera necesario, (d) if it was necessary, to represent the Pledgor in an auction of
representar al Pignorante en la subasta de los the credit rights and the shares pledged under this
derechos de crédito y de las acciones pignorados en Agreement;
virtud del presente Contrato;

(e) en orden a la toma de posesión de los nuevos (e) in order to take possession of the new rights, securities, assets
derechos, valores, activos o fondos en caso de prenda or funds in case of successive pledge (prenda sucesiva) in
sucesiva en los términos establecidos en el presente the terms established in this Agreement;
Contrato;

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 Draft SPB – 20.02.2018
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(f) a los efectos de materializar la extensión de la Prenda (f) for the purpose of materializing the extension of the Pledge
para las que dicha posibilidad esté prevista, y en for which such possibility is foreseen, and in towards to
orden a suscribir los documentos necesarios para la execution of the necessary documents for the extension of
extensión de dichas garantías; said security;

(g) llevar a cabo cuantas actuaciones y firmar, otorgar y (g) to carry out any actions and sign, execute and raise to public
elevar a público cuantos documentos públicos o deed status any public or private documents that are deemed
privados sean necesarios o convenientes para el necessary or convenient for re-establishing the Pledge under
restablecimiento de la Prenda en virtud del presente this Agreement in the event any payments performed under
Contrato en caso de que cualesquiera pagos the Pledge were declared null in the framework of an
efectuados al amparo de la Prenda fuesen declarados insolvency proceeding and, as a consequence of such nullity
nulos en el marco de un procedimiento de the Secured Obligations were not fully fulfilled;
insolvencia y, como consecuencia de dicha nulidad,
las Obligaciones Garantizadas no resultasen
cumplidas íntegramente;

(h) otorgar los documentos que sean convenientes o (h) to grant the documents that are convenient or necessary for
necesarios a los efectos de que el presente poder the purpose that this irrevocable power of attorney is granted
irrevocable sea otorgado a favor de quien sustituya al in favor of whoever replaces the Security Agent as new agent.
Agente de Garantías de como nuevo agente.

11 .3 Dado que el poder irrevocable se otorga en interés de las 11.3 As the irrevocable power of attorney is granted in the interest of
Partes y que resulta necesario para el cumplimiento de las the Parties and is necessary for the fulfilment of the obligations
obligaciones asumidas por el Pignorante en el presente assumed by the Pledgor under the present Agreement, the
Contrato, el poder irrevocable se configura como irrevocable power of attorney is configured as irrevocable.
irrevocable, por lo que permanecerá en vigor mientras Therefore, it shall remain in force while the Secured Obligations
subsistan las Obligaciones Garantizadas. subsist.

1 1 . 4 El poder irrevocable sólo podrá quedar sin efecto con 11.4 The irrevocable power of attorney shall only be invalid prior to
anterioridad a la terminación del presente Contrato por the termination of the present Agreement as per the agreement
acuerdo entre el Pignorante y el Agente de Garantías. La between the Pledgor and the Security Agent. The unilateral
revocación unilateral del poder irrevocable por el revocation of the irrevocable power of attorney by the Pledgor
Pignorante no producirá efecto alguno. shall have no effect.

1 1 . 5 El Pignorante declara conocer que el ejercicio por el 1 1 . 5 The Pledgor acknowledges that the exercise by the Security
Agente de Garantías de las facultades que recibe en virtud Agent of the faculties received under the irrevocable power of
del poder irrevocable puede implicar autocontratación y attorney may involve self-dealing and sub-delegation of powers
subdelegación de poderes, lo acepta y lo salva of attorney, which the Pledgor expressly accepts and saves for the
expresamente para el Agente de Garantías y, en su caso, Security Agent and, if appropriate, for those who may be its
aquéllos que resulten ser sus cesionarios o sucesores. Se assignees or successors. The Pledgor also expressly saves,
salva expresamente también, autorizándola, la authorizing it, self- dealing with respect to those in which the
autocontratación con respecto a aquéllos en los que el Security Agent replaces, sub-empowers or delegates the
Agente de Garantias sustituya, sub-apodere o delegue el irrevocable power of attorney.
poder irrevocable.

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12. CANCELACIÓN DE LA PRENDA 12. CANCELATION OF THE PLEDGE

Cumplidas íntegramente las Obligaciones Garantizadas o Once the Secured Obligations have been fully discharged or
extinguidas éstas de otro modo, quedará otherwise extinguished, the Pledge shall be automatically
automáticamente extinguida y cancelada la Prenda, terminated and cancelled and the Secured Parties hereby
comprometiéndose las Partes Garantizadas, a solicitud undertake to execute, upon written request from the Pledgor and
por escrito del Pignorante, y en el plazo máximo de in the maximum term of fifteen (15) business days as from the
quince (15) días hábiles a partir de la fecha en que tenga date of such request, the corresponding public document of
lugar tal requerimiento, a otorgar el correspondiente cancellation of the Pledge. The Parties to this Pledge expressly
documento público de cancelación. Las Partes de la acknowledge that any taxes, costs or fees (including Notarial
presente Prenda acuerdan que todos los tributos y gastos fees), and, if necessary, any notices sent in accordance with the
de Notario y, en su caso, de notificaciones derivados de said cancellation shall be borne by the Pledgor.
dichas cancelaciones correrán a cargo del Pignorante.

No obstante el cumplimiento de las Obligaciones Notwithstanding the fully discharged of the Secured Obligations
Garantizadas y la cancelación de la Prenda, en el and the cancellation of the Pledge, in the event that any of the
supuesto de que cualesquiera pagos efectuados en payments carried out to discharge the Secured Obligations are
satisfacción de las Obligaciones Garantizadas fueran declared void or invalid during the course of a insolvency
declarados nulos en el marco de un procedimiento de proceedings, and as a result of such nullity, the Secured
insolvencia y, como consecuencia de dicha nulidad, las Obligations result not to be fully discharged or otherwise
Obligaciones Garantizadas no resultasen total o extinguished, the Parties agree the revival of the terms and
irrevocablemente cumplidas, las Partes acuerdan el conditions of the Pledge to secure the Secured Obligations.
resurgimiento de los términos y condiciones de la Prenda
en garantía de las Obligaciones Garantizadas.

13. NOTIFICACIONES 13. NOTICES

13.1 Cualquier comunicación o notificación entre las Partes a la 1 3 .1 All notices or communications referred to in this agreement or
que se refiera el presente contrato, o que, incluso no made by any of the Parties to this agreement to one another as
estando contemplada en el mismo, se realice entre las regards the execution, interpretation or termination of the
Partes en relación con la ejecución, interpretación o agreement shall be made in writing and will, at the sender's choice,
terminación del mismo se realizará por escrito y será either be delivered to the other party in person (either by the
entregada personalmente a la otra parte (bien por la sender personally or through a notary public) or sent by fax,
remitente misma, bien por conducto notarial) o enviada por electronic mail or certified post with delivery confirmation, to the
fax, por correo electrónico o por correo certificado con following addresses:
acuse de recibo (a elección de quien envía la
comunicación) a las siguientes direcciones

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13.2 En el caso del Pignorante: A la atención de [ ] 13.2 For the Pledgor: To the attn. of [ ]

[Dirección] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ] Email address: [ ]

13.3 En el caso de la Sociedad: 13.3 For the Company:

A la atención de [ ] To the attn. of [ ]

[Dirección] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ] Email address: [ ]

13.4 En el caso del Agente de Garantías: 13.4 For the Security Agent:

A la atención de [ ] To the attn. of [ ]

[Dirección] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ] Email address: [ ]

1 3 .5 La comunicación al Agente de Garantías y/o a las Partes 13.6 Any notice served to the Security Agent and/or the Secured Parties
Garantizadas se entenderá válidamente realizada cuando will be deemed correctly made provided it is sent to the Pledgor on
se envíe al Pignorante el [ ] día hábil posterior a la the [ ] business day after delivery of the notice.
recepción de la comunicación.

14. IMPUESTOS Y GASTOS 14. TAXES AND EXPENSES

Todos los honorarios, aranceles, costes y tributos que se All fees, costs, and taxes, and any other expenses reasonably
devenguen y cualesquiera otros gastos razonables que se incurred, now or in the future, in connection with the drafting,
originen, ahora o en un futuro, por causa de la execution and compliance with this Agreement, its notarial
preparación, el otorgamiento y el cumplimiento de este intervention by means of public document (póliza), or of its
Contrato y su intervención mediante el otorgamiento de extension, assignment, novation, amendment or cancellation, as
esta póliza o su extensión, cesión, novación, corrección, well as all judicial costs and enforcement costs in connection
enmienda, subsanación o cancelación, así como todas las with any of the available proceedings in relation to the Pledge,
costas y gastos de ejecución de la Prenda por including the fees and expenses of any nature of lawyers and
cualesquiera procedimientos, incluidos los gastos y procuradores (even when their involvement is not compulsory)
honorarios, de toda índole, de abogado y procurador (aun and the novation and registration costs arising from the
cuando la intervención de éstos no fuere preceptiva) así amendment of the by-laws provided in this Agreement shall be
como los costes de novación y registro que resulten de la paid by the Pledgor or by any of the companies of its group.
modificación de estatutos previstos bajo el presente
Contrato serán abonados por el Pignorante o por
cualquiera de las sociedades de su grupo.

15. SUBSANACIÓN O COMPLEMENTO DEL CONTRATO 15. CORRECTIONS OR ADDITIONS TO THIS AGREEMENT

Si fuera requerido para ello por el Agente de Garantías If so required by the Security Agent (acting reasonably), the
(actuando razonablemente), el Pignorante se compromete Pledgor undertakes to appear and grant, within ten (10) business
a otorgar, en el plazo de diez (10) días hábiles desde la days as of the date of such request, as many public or private
fecha de dicho requerimiento, cuantos documentos documents as may be necessary or convenient for the correction,
públicos o privados de subsanación, complemento addition or clarification of this agreement.
documental o aclaración de este contrato fueran
necesarios o convenientes.

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El Agente de Garantías estará facultado para ser parte y The Security Agent shall be entitled to appear and execute all
otorgar cualquier documento público o privado en such public or private documents for the benefit of the Secured
beneficio de las Partes Garantizadas, independientemente Parties, irrespective of the right of each particular Secured Party
del derecho individual de cada Parte Garantizada a ser to appear and execute the aforesaid documents along with the
parte y suscribir los documentos mencionados junto con Security Agent, if such Secured Party so notifies to the Security
el Agente de Garantías, siempre que dicha Parte Agent with at least two (2) business days prior notice to the date
Garantizada se lo notifique al Agente de Garantías con al on which the public or private documents shall be executed.
menos dos (2) días hábiles de antelación al día en que se
otorguen dichos documentos públicos o privados.

16. CESIÓN DE LA PRENDA 16. ASSIGNMENT OF THE PLEDGE

1 6 .1 El Pignorante y la Sociedad reconocen y acepta que las 16.1 The Pledgor and the Company hereby acknowledges and agrees
Partes Garantizadas pueden asignar y/o ceder su posición that the Secured Parties may assign and/or transfer their position
total o parcialmente en los Documentos de Financiación (y totally or partially under the Loan Documents (and hence assign
por tanto ceder su posición contractual bajo los their contractual position under the Loan Documents), or any
Documentos de Financiación) o los derechos derivados de rights arising therefrom by means of credits transfers, assignments
los mismos mediante cesiones de crédito, subrogaciones de or subrogation on contractual position or equivalent methods, as
posición contractual en dichos contratos o figuras applicable, all in accordance with terms of the Loan Documents.
equivalentes, según proceda, de conformidad con los
términos de los Documentos de Financiación.

1 6 . 2 El Pignorante y la Sociedad reconoce y acepta 1 6 .2 The Pledgor and the Company hereby expressly acknowledges
expresamente en este acto que, de acuerdo con el artículo and agrees that, in accordance with article 1528 of the Spanish
1528 del Código Civil, cualquier cesión efectuada por Civil Code, any assignment or transfer carried out by any of the
cualquiera de las Partes Garantizadas al amparo de lo Secured Parties under the provisions of the Loan Documents shall
dispuesto en los Documentos de la Financiación conllevará automatically entail and without the need of any further agreement
automáticamente, y sin necesidad de nuevo of the Pledgor or the Company to such effect, the proportional
consentimiento del Pignorante o la Sociedad a tal efecto, la assignment of the rights corresponding to such Secured Party by
cesión proporcional de los derechos que corresponden a la virtue of this Agreement.
Parte Garantizada en cuestión en virtud del presente
Contrato.

16.3 En consecuencia de lo anterior, las referencias que en este 16.3 Consequently, references in this Agreement made to the Secured
Contrato se realizan a las Partes Garantizadas se entenderán Parties shall be deemed made, respectively, to the entities which
hechas, respectivamente a las entidades que en cada from time to time are Secured Parties under the Loan Documents.
momento participen como Partes Garantizadas bajo los
Documentos de la Financiación.

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1 6 .4 El Agente de Garantías estará facultado para ser parte y 1 6 .4 The Security Agent shall be entitled to appear and execute all
otorgar cualquier documento público o privado en such public or private documents for the benefit of the Secured
beneficio de las Partes Garantizadas, independientemente Parties, irrespective of the right of each particular Secured Party to
del derecho individual de cada Parte Garantizada a ser appear and execute the aforesaid documents along with the
parte y suscribir los documentos mencionados junto con el Security Agent, if such Secured Party so notifies to the Security
Agente de Garantías, siempre que dicha Parte Garantizada Agent with at least two (2) business days prior notice to the date
se lo notifique al Agente de Garantías con al menos dos (2) on which the public or private documents for such ratification
días hábiles de antelación al día en que se otorguen dichos shall be executed.
documentos públicos o privados.

17. INVALIDEZ PARCIAL 17. PARTIAL INVALIDITY

La ilegalidad, invalidez o inejecutabilidad de cualquier If, for any reason, any provision of this Agreement is or becomes
disposición de este Contrato por cualquier causa no illegal, invalid or unenforceable in any respect, neither the
afectará en modo alguno a la legalidad, validez o legality, validity nor enforceability of the remaining provisions
ejecutabilidad de las restantes disposiciones del mismo. will in any way be affected or impaired.

Si fuera requerido para ello por el Agente de Garantías, el If so required by the Security Agent, the Pledgor undertakes to
Pignorante se compromete a otorgar, en el plazo de appear and grant, within fifteen (15) calendar days as of the date
quince (15) días naturales desde la fecha de dicho of such request, as many public or private documents as may be
requerimiento, cuantos documentos públicos o privados necessary or reasonably convenient for the correction, addition
de subsanación, complemento documental o aclaración or clarification of this Pledge to secure its validity,
de esta Prenda fueran necesarios o razonablemente enforceability and ranking priority.
convenientes para asegurar su validez, ejecutabilidad y
prioridad de rango.

18. IDIOMA 18. LANGUAGE

Este Contrato se otorga en idiomas español e inglés. En This agreement is executed in Spanish and English. In the event
caso de que surgieran discrepancias entre ambas of discrepancies between the versions, the Spanish version shall
versiones, prevalecerá la versión española. prevail.

19. LEY APLICABLE Y JURISDICCIÓN 19. APPLICABLE LAW AND JURISDICTION

19.1 Ley aplicable 19.1 Governing Law

Este Contrato se regirá por la legislación común This Agreement shall be governed by the laws of Spain
española. (legislación común española).

19.2 Jurisdicción 19.2 Jurisdiction

En la medida en que tal sumisión resulte legalmente To the extent legally permissible, each Party hereby expressly
admisible, cada una de las Partes de este Contrato se and irrevocably submits to the jurisdiction of the Courts and
somete irrevocablemente, con renuncia expresa al fuero Tribunals of Spain, specifically of the city of Madrid, for the
que pudiera corresponderle, a la jurisdicción de los resolution of any dispute that may arise in connection with this
juzgados y tribunales de la ciudad de Madrid para el Agreement, and hereby waives its right to take proceedings in
conocimiento y resolución de cualquier reclamación que any other jurisdiction.
pudiera derivarse del cumplimiento o interpretación de
este Contrato.

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20. INTERVENCIÓN NOTARIAL 20. NOTARIAL INTERVENTION

Este Contrato y sus eventuales modificaciones se This Agreement and any eventual amendments from time to time
formalizan en póliza intervenida ante notario, con el fin are formalised as public document (póliza) before notary public,
de que ésta constituya título ejecutivo con respecto de with the aim that this document is considered an executive title
todas las cantidades debidas en virtud del mismo, a todos with respect of any amounts owed under this Agreement and for
los efectos previstos en el artículo 517.2.5º de LEC, el the purposes and the effects set out in articles 517.2.5º of the
artículo 1.216 del Código Civil, así como la Civil Procedure Law, article 1,216 of the Spanish Civil Code, as
consideración de crédito con privilegio especial, a los well as a specially privileged credit pursuant to article 90.1.6 of
efectos del artículo 90.1.6º de la Ley Concursal y demás the Spanish Insolvency Act and other applicable legal
disposiciones legales aplicables. provisions.

En prueba de lo cual, las Partes otorgan este contrato en In witness whereof, the Parties grant this Agreement in public
póliza ante el notario de [ ], [ ], en la fecha y lugar document (póliza) before the notary of [ ], [ ], on the date and
indicado en el encabezamiento. place indicated above.

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El presente Contrato se formaliza en póliza con la intervención del Notario de [ ], [ ] y de su Ilustre Colegio que figura en el
encabezamiento.

Los otorgantes de la presente póliza manifiestan su conformidad y aprobación al contenido de la misma tal y como aparece redactado,
extendida en hojas incluidos sus anexos, la otorgan y firman, con mi intervención en un (1) solo ejemplar al amparo de lo
previsto en la Ley 36/2006 de 29 de Noviembre, e Instrucción de la Dirección General de los Registros y del Notariado de la misma
fecha.

Y yo el Notario, habiendo hecho las oportunas advertencias legales, DOY FE de la identidad de los otorgantes, de la legitimidad de sus
firmas, de que a mi juicio tienen la capacidad y legitimación necesarios para el otorgamiento de la presente póliza, de que el
consentimiento ha sido libremente prestado, y de que el otorgamiento se adecua a la legalidad y a la voluntad debidamente informada
de los otorgantes o intervinientes.

Las Partes se manifiestan conformes con el contenido de este Contrato y sus anexos, que aceptan y firman.

Con mi intervención, [ ]

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Anexo 1 /Annex 1
Copia de los poderes otorgados a favor del Agente de Garantías por las Entidades Acreditantes / Copy of the Power of Attorney
granted to the Security Agent by the Lenders

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Anexo 2 /Annex 2
Copia de los Títulos Multiples / Copy of the Company´s Share Certificate

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Anexo 3 /Annex 3
Modelo del certificado emitido por la Sociedad en relación con la inscripción de la Prenda en el Libro Registro de Acciones
Nominativas / Form of the certificate issued by the Company in relation registration of the Pledge into the Company´s Share Registry

Modelo del certificado emitido por la Sociedad en relación Form of the certificate issued by the Company in relation
con la inscripción de la Prenda en el Libro Registro de registration of the Pledge into the Company´s Share Registry
Acciones Nominativas

En Madrid, a [ ] de [ ] de 2018 In Madrid, on [ ], [ ] 2018.

[ ], [cargo en el órgano de administración] de sociedad, con [ ], [office held] of the company with registered office located at [ ],
domicilio en [ ], inscrita en el Registro Mercantil de [ ], y con registered with the Commercial Registry of [ ], and with tax
número de identificación fiscal (N.I.F.) [ ], en vigor (la identification number (N.I.F.) [ ], in force (the “Company”).
“Sociedad”)

CERTIFICA CERTIFIES

I. Que la sociedad [ ], es titular en pleno dominio de [ ] I. That the company [ ], owns in full domain [ ] shares of Euro [
acciones de [ ] euro de valor nominal cada una, ] par value each, number [ ] to [ ], including both (the
números de la [ ] a la [ ], ambas inclusive (las "Shares") of the Company which are fully subscribed and
"Acciones") de la Sociedad las cuales se encuentran paid, free from any lien, encumbrance or third party right,
íntegramente suscritas y desembolsadas, libres de representing the [ ]% of the capital share of the Company,
cargas y gravámenes y/o de cualesquiera derechos pursuant to [ ].
de terceros, que representan el [ ]% del capital social
de la Sociedad, en virtud de [ ].

I I . Que la citada titularidad de las Acciones consta II. That [ ] ownership is duly registered at the Company´s Share
debidamente inscrita en el Libro Registro de Registry.
Acciones Nominativas de la Sociedad.

III. Que las Acciones tienen las mismas obligaciones y I I I . That the Shares have the same rights and obligations and
derechos y están libres de toda carga, gravamen o are free from any liens, encumbrances or third party rights,
derechos de tercero, excepto el derecho real de except for the in rem right of pledge referred in paragraph V
prenda constituido sobre las mismas al que se hace below.
referencia en el apartado V siguiente.

I V. Que la Sociedad es conocedora que en virtud del IV. That the Company acknowledges that pursuant to a pledge
contrato de prenda otorgado por [ ] en su condición agreement granted in this date by [ ] as Pledgor, PNC Bank,
de Pignorante, PNC Bank, National Association, en National Association as Security Agent and the Company,
su condición de Agente de Garantías y la Sociedad, intervened as a deed (póliza), by the notary of [ ] [ ] (the
de esta misma fecha intervenida por el notario de [ ] “Pledge”), [ ] has pledged the Shares as security of the
[ ] (la “Prenda”), [ ] ha pignorado las Acciones en punctual and full performance of all the obligations
garantía del cumplimiento puntual y total de las assumed under the Credit Agreement and the Guaranty
obligaciones que se derivan del Contrato de Agreement referred to in the Pledge. To these effects, the
Financiación y el Contrato de Garantía descritos en Company acknowledges that it is aware of the creation of
la Prenda. A estos efectos la Sociedad hace constar the Pledge as well as the terms of said Pledge, and that the
que tiene conocimiento de la Prenda sobre la Pledge has been registered in the Company´s Share
totalidad de las Acciones, así como de los términos Registry. Attached hereto as Annex 4 is a copy of the
de la misma, y que la Prenda se ha inscrito en el Company´s Share Registry.
Libro Registro de Acciones Nominativas de la
Sociedad. Se adjunta copia del Libro Registro de
Acciones Nominativas como Anexo 4.

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V . Que no han sido emitidas más acciones por la V. That the Company has not issued more shares, and that there
Sociedad, ni existe ningún acuerdo adoptado por la is no resolution approved by the General Shareholder
Junta General de Accionistas de la Sociedad Meeting of the Company increasing the capital or pending
aumentando el capital social que se encuentre execution or registration with the Commercial Registry or
pendiente de ejecución o de inscripción en el that has not been registered with the Commercial Registry.
Registro Mercantil o que no haya sido inscrito.

Lo que se certifica a los efectos legales oportunos, en el lugar Certified to all legal purposes, on the date and place indicated
y fecha indicados en el encabezamiento. above.

[Cargo en el órgano de administración] [Office held]

[*] [*]

[FIRMA NOTARIALMENTE] LEGITIMADA [NOTARIZED SIGNATURE]

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Anexo 4 /Annex 4
Copia del Libro Registro de Acciones Nominativas / Copy of the Company´s Share Registry

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 EXHIBIT 1.1(P)(3)

FRENCH PLEDGE AGREEMENT

[See attached]
Dated 2018

[ ]

and

PNC BANK, NATIONAL ASSOCIATION

PLEDGE OVER FINANCIAL SECURITIES ACCOUNT AGREEMENT

(Convention de Nantissement de Compte de Titres Financiers)
Article L. 211-20 of the French Code monétaire et financier
 INDEX

Page

1. INTERPRETATION 3

2. PLEDGE 7

3. PRESERVATION OF SECURITY 9

4. REPRESENTATIONS AND WARRANTIES 10

5. UNDERTAKINGS 11

6. LIABILITY TO PERFORM 13

7. ENFORCEMENT 13

8. APPLICATION OF PROCEEDS 14

9. COVENANT TO RELEASE 14

10. EXPENSES, INDEMNITIES AND TAXES 15

11. CHANGES TO THE PARTIES 15 15

12. SEVERABILITY 15

13. NOTICES 16

14. FRENCH LANGUAGE – CONFLICTS 16 16

15. TERM 17 16

16. WAIVERS AND REMEDIES CUMULATIVE 16

17. GOVERNING LAW AND JURISDICTION 16

2
THIS SECURITIES ACCOUNT PLEDGE AGREEMENT (TOGETHER WITH ITS SCHEDULES, THE "AGREEMENT")
IS MADE BY AND BETWEEN:

1. [ ], a [ ] having its registered office located at [ ] registered with the [ ] and

represented by a duly authorised signatory for the purpose of this Agreement (the "Pledgor");

2. PNC BANK, NATIONAL ASSOCIATION , a national banking association, which registered office is located at 300
Fifth Avenue, Pittsburgh, PA 15222, USA and Tax ID (EIN) is 22- 1146430, acting as Guaranteed Creditor and as
Administrative Agent under the Guaranty (as defined below); and

3. THE OTHER GUARANTEED CREDITORS under the Guaranty (as defined below),

(PNC Bank, National Association, and the other Guaranteed Creditors, together with their
respective successors, transferees and assignees, hereinafter collectively referred to as the
"Beneficiaries" and, as the context requires, individually, a "Beneficiary")

WHEREAS:

( A ) Pursuant to the terms and conditions of an agreement governed by the laws of the State of New York
dated and entitled "Credit Agreement", entered into between, inter alia, Ferroglobe Plc, as Borrower,
the Guarantors (including the Pledgor) as defined therein and the Lenders mentioned therein, the Lenders have agreed
to provide the Borrower with credit facilities (as so amended and as may be further amended, novated, supplemented, re-
enacted and/or restated from time to time, the "Credit Agreement").

(B ) Pursuant to the Credit Agreement, the Pledgor has agreed to guarantee the obligations of the Borrower pursuant to the
terms of an agreement entitled Continuing Agreement of Guaranty and Suretyship, dated 2018 (the
"Guaranty").

(C) Pursuant to the Credit Agreement, the Pledgor has agreed to grant a pledge over the securities account ("nantissement de
compte-titres") it holds in the books of the Account Holder in favour of the Beneficiary (as defined above) in order to
guarantee the payment of the Secured Obligations (as defined below) under the Guaranty, upon the terms and
conditions of this Agreement.

NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

(a) unless otherwise defined herein, terms defined in this Agreement have the meaning ascribed to them in the
Credit Agreement (it being specified that in the event of a conflict between a term defined in the Credit
Agreement and a term defined in this Agreement, the term defined in the Credit Agreement will prevail); and

(b) the following terms have the following meanings:

3
"Account Holder" means the Company, in its capacity as account holder ("teneur de compte") of the Pledged Securities
Account opened in the name of the Pledgor in the books of the Company.

"Bank Account Certificate of Pledge" means a certificate substantially in the form set out in Schedule 4 (Form of Bank
Account Certificate of Pledge) to this Agreement itemising any and all sums standing to the credit of the Pledged Bank
Account at the date of such certificate or any other form accepted by the Administrative Agent.

"Bank Account Holder" means the bank in the books of which the Pledged Bank Account will be opened in
accordance with the terms of this Agreement.

"Beneficiary" has the meaning ascribed to this term at the beginning of this Agreement.

"Business Day" means a day (other than Saturday or Sunday) on which banks are open for general business in Paris.

"Cash Amounts" means any income or proceeds ("fruits et produits") paid in cash attached or deriving from the Shares
and/or other Eligible Financial Securities or other Financial Securities, including dividends, interim dividends,
amortisation, proceeds of sale and other distributions, in any currency.

"Certification of Pledge" means any certificate of pledge ("attestation de constitution de nantissement") issued and
signed by the Account Holder and listing the Shares recorded on the Pledged Securities Account at the date of such
certificate, substantially in the form set out in Schedule 3 (Form of Certification of Pledge) to this Agreement.

"Company" means [ ].

"Discharge Date" means the date on which (i) all the Secured Obligations have been irrevocably and unconditionally
discharged in full in accordance with the terms and conditions of the Loan Documents, at any time or for any reason
whatsoever and no party to the Loan Documents has any commitment or liability under the Loan Documents, whether
present, future, actual or contingent, or (ii) the Pledge has been released.

"Eligible Financial Securities" means the Shares and, pursuant to Clause 2.2 (Financial Securities) below, any new
equity securities ("titres de capital") of the Company or financial securities (titres financiers as defined under the
provisions of article L. 211-1, I of the French Monetary and Financial Code (Code monétaire et financier)) issued by
the Company and held by the Pledgor, whether present or future, actual or contingent, at any time, which may complete
("compléter"), be added or be substituted to the Shares on the Pledged Securities Account, in any way whatsoever.

"Event of Default" means any default of the Pledgor, in its capacity as Guarantor under the Guaranty, to pay any
amount due and payable under the Guaranty, whether in full or in part, for any reason or on any ground whatsoever.

"Loan Documents" means the Credit Agreement, the Administrative Agent's Letter, the Guaranty, the Indemnity, the
Intercompany Subordination Agreement, the Notes, the Collateral Documents and any other instruments, certificates or
documents delivered in connection herewith or therewith (each term as defined in the Credit Agreement).

"Financial Securities" means, within the meaning of Clause 2.2 (Financial Securities) below in respect of the Pledgor
and at any time until the expiry of the Security Period, (i) any and all Shares and any and all Eligible Financial
Securities and (ii) any and all Cash Amounts.

4
"Foreign Currency Hedge" shall mean any foreign exchange transaction, including spot and forward foreign currency
purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options,
foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar
transaction providing for the purchase of one currency in exchange for the sale of another currency.

"Guaranty" has the meaning given to such term in paragraph (B) of the Preamble.

"Interest Rate Hedge" shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable
strike corridor, cross-currency swap or similar agreements entered into by any Loan Party in order to provide protection
to, or minimize the impact upon, such Loan Party of increasing floating rates of interest applicable to Indebtedness.

"Other Lender Provided Financial Service Product" shall mean agreements or other arrangements under which any
Lender or Affiliate of a Lender provides any of the following products or services to any of the Loan Parties: (a) credit
cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, or (f) cash
management, including controlled disbursement, accounts or services.

"Party" means a party to this Agreement.

"Pledge" means the right of pledge ("nantissement") created over the Pledged Account pursuant to this Agreement and
the Statement of Pledge, as security for the Secured Obligations to the benefit of the Beneficiaries.

"Pledged Account" means, as the case may be, the Pledged Securities Account and/or the Pledged Bank Account.

"Pledged Bank Account" means the special bank account number which shall be opened in the name of the Pledgor in
the books of the Bank Account Holder, in accordance with this Agreement, which shall comprise all the Cash Amounts
in accordance with the provisions of article L.211-20 of the French Monetary and Financial Code (Code monétaire et
financier), which is an integral part of the Pledged Securities Account in accordance with the provisions of such article
and the details of which shall be notified to the Administrative Agent and which will be deemed to be an integral part of
the Statement of Pledge.

"Pledged Securities Account" means the securities account ("compte-titres") within the meaning of the provisions of
article L.211-20 of the French Monetary and Financial Code (Code monétaire et financier) opened in the name of the
Pledgor with the Account Holder, to the credit of which any Shares and any other Eligible Financial Securities owned
by the Pledgor and representing from time to time during the Security Period 100% of the share capital and voting
rights of the Company held by the Pledgor, are and will be transferred pursuant to the terms of this Agreement, the
details of which are set out in Schedule 1 (Details of the Shares and details of the Pledged Securities Account and
Pledged Bank Account) to this Agreement and on which the Shares and any other Eligible Financial Securities owned
by the Pledgor are or shall be registered pursuant to this Agreement.

"Secured Obligations" means the Guaranteed Obligations as such term is defined in the Guaranty and includes, (a) to
the extent arising pursuant to or in connection with the Credit Agreement or any other Loan Documents, any and all
loans, advances, debts, liabilities and obligations owing by the Pledgor, in its capacity as Guarantor under the
Guarantee, to the Beneficiaries in any capacity whatsoever, of any kind or nature, present or future (whether in
principal, interest, fees, costs, expenses, commissions, accessories and other amounts due, whether or not evidenced by a
note, guaranty or other instrument, whether or not for the payment of money), absolute or contingent, joint or several,
due or to become due, now existing or

5
 hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities
arise or whether evidenced by any agreement or instrument, (b) any and all amounts due by the Pledgor, in its capacity
as Guarantor under the Guarantee, to any Beneficiary in any capacity whatsoever under any and all Foreign Currency
Hedge and/or Interest Rate Hedge and (c) any amount due by the Pledgor, in its capacity as Guarantor under the
Guarantee, to any Beneficiary under any Other Lender Provided Financial Service Product, all as further defined in the
Guaranty, for a maximum principal amount of USD 250,000,000, increased by any other sums owed thereunder and
subject at all times and in each case to the limitations set out in Section 8.2.9 (c) of the Credit Agreement and Section
23 of the Guaranty. Notwithstanding anything to the contrary contained in the foregoing, the Secured Obligations shall
not include any Excluded Hedge Liabilities, as defined in the Credit Agreement.

"Security Period" means the period beginning on the date hereof and ending on the Discharge Date.

"Security Rights" means any mortgage, charge, security, pledge, lien, right of set-off, right of step-in, right to retention
of title or other encumbrance, whether fixed or floating, over any present or future property, asset or undertaking.

"Shares" means all the [ ] each held by the Pledgor in the issued share capital of the Company at the date
of the Statement of Pledge delivered by the Pledgor substantially in the form set out in Schedule 2 (Form of Statement
of Pledge) to this Agreement and pledged under this Agreement and the Statement of Pledge, representing on the date
hereof [ %] the share capital and voting rights of the Company.

"Statement of Pledge" means the statement of pledge ("déclaration de nantissement de titres financiers") relating to the
Pledged Securities Account to be signed by the Pledgor on the date of this Agreement in favour of the Beneficiaries,
pursuant to this Agreement and substantially in the form of Schedule 2 (Form of Statement of Pledge) to this
Agreement.

1.2 Construction

(a) In this Agreement, unless a contrary indication appears, a reference to:

(i) a Clause or a Schedule is, unless otherwise specified, a reference to a clause or a schedule to this
Agreement;

(ii) a provision of a law is a reference to that provision as amended or re-enacted;

(iii) words importing the plural shall include the singular and vice versa;

(iv) a person is a reference to or includes its successors, transferees and assigns;

(v) an agreement or document includes a reference to that agreement or document as varied, novated,
supplemented or replaced from time to time; and

(vi) "financial securities" in a company is a reference to the financial securities ("titres financiers") in such
company in accordance with the provisions of article L.211-20 of the French Monetary and Financial
Code (Code monétaire et financier).

(b) The index to and the headings in this Agreement are for convenience purposes only and are to be ignored in
construing this Agreement.

(c) Nothing in this Agreement shall restrict or prohibit any transaction which is not prohibited under the Loan
Documents.

6
2. PLEDGE

2.1 Pledged Account

As security for the full and punctual repayment, discharge and performance of the Secured Obligations, the Pledgor
irrevocably pledges in favour of the Beneficiaries the Pledged Account in accordance with the provisions of article
L.211-20 of the French Monetary and Financial Code (Code monétaire et financier). The Pledgor agrees that the
Secured Obligations under this Agreement shall not be affected in case of a merger of the Beneficiaries or the Pledgor.

[Notwithstanding anything to the contrary herein, the Pledge does not secure any payment obligation that may
constitute a violation of the prohibition of financial assistance under Spanish law (i.e., articles 143.2 and 150.1 of the
Spanish Companies’ Act ( Ley de Sociedades de Capital), as the case may be) by the Pledgor and therefore should any
such obligations exist they are excluded from the scope of Secured Obligations.]

2.2 Financial Securities

(a) Without prejudice to Clause 2.1 (Pledged Account) above and subject to the provisions of Clauses 2.3 (Income
and Proceeds) and 7 (Enforcement) below, in this Agreement:

(i) any financial securities for any reason whatsoever substituted, or added to, for the Financial Securities,
including any and all Cash Amounts, whatever their nature, relating to such financial securities or
resulting therefrom, in accordance with the provisions of article L.211-20 of the French Monetary and
Financial Code (Code monétaire et financier); and

(ii) more generally, any shares or other financial securities attributed to, and any additional shares or other
financial securities acquired by, the Pledgor and constituting ownership interests in the Company or
any legal entity resulting from the conversion or merger of the Company or any similar operation,

shall automatically be deemed to be part of the Financial Securities for the purposes of this Agreement and
shall be promptly credited to (i) the Pledged Securities Account in respect of any Eligible Financial Securities
held by the Pledgor and (ii) the Pledged Bank Account in respect of any Cash Amounts without any such
operation constituting in any manner a novation of the rights and security granted to the Beneficiaries under
this Agreement. The Pledgor shall use its best endeavours that the Account Holder and the Bank Account
Holder sign all documents and take all action reasonably necessary to confirm the same in favour of the
Beneficiaries.

(b) The Administrative Agent (acting in the name and on behalf, and on the instruction, of the Beneficiaries) shall
be entitled to request, in accordance with the provisions of article L.211-20, I of the French Monetary and
Financial Code (Code monétaire et financier), the delivery from the Account Holder, at any time, of a
Certification of Pledge itemising the Shares and, if applicable, the Eligible Financial Securities recorded in the
Pledged Securities Account at the date of such certificate.

(c) The Pledgor shall not be entitled to replace or substitute all or part of its Financial Securities except (i) as
authorised or not prohibited under the Loan Documents or this Agreement or (ii) with the prior written consent
of the Administrative Agent (acting in the name and on behalf, and on the instruction, of the Beneficiaries) (not
to be unreasonably withheld or delayed).

7
 (d) The Beneficiaries agree that the Pledgor shall be entitled to exercise all voting rights attached to the Shares in
its sole discretion subject only to Clause 5.5 (Voting rights) below.

(e) Without prejudice to the terms of Clause 2.2(a) above, in the event that the Company intends to pursue a
decrease of its share capital (in particular if it is motivated by losses), the Pledgor agrees to promptly inform the
Administrative Agent of the proposed decrease and, in any event, not to pursue such decrease without the prior
written consent of the Administrative Agent acting in the name and on behalf of the Beneficiaries (such consent
not to be unreasonably withheld or delayed), prior to the date on which the shareholders of the Company are
called to vote thereon. In the event that such intended share capital decrease has obtained the prior written
consent of the Beneficiaries acting through the Administrative Agent, it is specified, agreed and warranted
between the Parties that the Pledge shall include all of the remaining Shares of the Company resulting from
such share capital decrease, at all times in compliance with Clause 2.2(a) above.

(f) In the event that the Pledgor purchases or otherwise becomes the holder of any other Eligible Financial
Securities or, more generally, any other Financial Securities, which are not initially within the scope of the
Pledge, the Pledgor undertakes to transfer (i) such number of shares or Eligible Financial Securities to the
Pledged Securities Account so that the Shares and the Eligible Financial Securities credited to the Pledged
Securities Account shall represent at all times during the Security Period 100% of the share capital and voting
rights of the Company held by the Pledgor and (ii) all Cash Amounts related thereto on the Pledged Bank
Account.

2.3 Income and Proceeds

(a) The Pledgor shall open, at the latest 30 calendar days after the signature of this Agreement, the Pledged Bank
Account in France. Immediately after the opening of the Pledged Bank Account, the Pledgor shall, during a
period not exceeding 20 Business Days from the date hereof, use its best endeavours so that the Bank Account
Holder issue a Bank Account Certificate of Pledge. The Pledgor shall notify the details of the Pledged Bank
Account to the Administrative Agent and shall confirm to it in writing that this information forms an integral
part of the Statement of Pledge.

(b) As from the opening of the Pledged Bank Account and in accordance with the provisions of article L.211-20 of
the French Monetary and Financial Code (Code monétaire et financier), any Cash Amount shall be recorded on
the Pledged Bank Account and the Pledgor shall instruct the Company to pay any Cash Amount on the
Pledged Bank Account in accordance with the provisions of article L.211-20 of the French Monetary and
Financial Code (Code monétaire et financier). The Pledged Bank Account shall be deemed to be an integral
part of the Pledged Securities Account. The Administrative Agent (acting on the instructions of the
Beneficiaries) shall be entitled to request, in accordance with the provisions of article L.211-20, III of the
French Monetary and Financial Code (Code monétaire et financier), the delivery from the Bank Account
Holder, at any time, of a Bank Account Certificate of Pledge itemising the sums standing to the credit of the
Pledged Bank Account at the date of such certificate.

(c) To the extent permitted by applicable law, the Pledge created under this Agreement shall not be affected by any
time or indulgence granted to any person, or any abstention or delay by the Beneficiaries in perfecting or
enforcing any security interest or rights or remedies that it may now or at any time in the future have from or
against the Pledgor.

(d) Subject to the terms of the Credit Agreement, the Pledgor shall be entitled to use freely the Cash Amounts paid
in connection with the Shares and/or other Eligible Financial

8
 Securities credited to the Pledged Bank Account prior to the occurrence of an Event of Default. However, upon
the occurrence of an Event of Default which has not been waived in writing by the Administrative Agent in the
name and on behalf of the Beneficiaries, or remedied to the satisfaction of the Beneficiaries, the Administrative
Agent may, in the name and on behalf of the Beneficiaries, notify the Pledgor, the Account Holder and the
Bank Account Holder of the occurrence of such Event of Default and upon receipt of such notice, the Bank
Account Holder shall comply with its obligations set forth in the Bank Account Certificate of Pledge. In
particular, the Pledgor shall instruct the Bank Account Holder (i) to freeze any amount placed on the Pledged
Bank Account for the account of the Beneficiaries and (ii) to accept the instructions from the Administrative
Agent in respect of the operation of the Pledged Bank Account. As from the occurrence of an Event of Default,
any Cash Amount (including received on or after the date of receipt of such notice) standing to the credit of the
Pledged Bank Account may not be withdrawn, freely used or disposed by the Pledgor in any manner
whatsoever.

(e) For the avoidance of doubt, as soon as an Event of Default has been remedied to the satisfaction of the
Beneficiaries or waived in writing by the Administrative Agent on their behalf, the Pledgor will be again
entitled to use all Cash Amounts standing to the credit of the Pledged Bank Account and the Administrative
Agent shall promptly notify the Bank Account Holder in writing of the same.

2.4 Creation of the Pledge

Immediately upon execution of this Agreement and in relation to the Pledged Account:

(a) the Pledgor shall execute the Statement of Pledge in French and procure that the Account Holder records (or
instructs a designee to record) in the Company's share transfer register ("registre de mouvements de titres") and
the Pledged Securities Account that the Shares have been transferred to the Pledged Securities Account and that
the Pledged Securities Account is pledged in favour of the Beneficiaries by virtue of the Statement of Pledge; a
copy of such updated share transfer register, duly certified by an authorized signatory of the Company, shall be
provided by the Pledgor to the Beneficiaries together with the Certification of Pledge.

(b) the Pledgor shall deliver one executed copy of the Statement of Pledge to the Beneficiaries;

(c) the Pledgor shall, on the signing date of the Credit Agreement, deliver to the Beneficiaries the Certification of
Pledge;

(d) the Pledgor shall use its best endeavours so that the Bank Account Holder provides the Beneficiaries with the
Bank Account Certificate of Pledge as soon as possible after the opening of the Pledged Bank Account; and

(e) the Pledgor shall procure that any Eligible Financial Securities be credited directly to the Pledged Securities
Account immediately upon the Pledgor becoming the owner of the Eligible Financial Securities.

3. PRESERVATION OF SECURITY

3.1 Continuing security

9
 Subject to Clause 9 (Covenant to Release) below, the Pledge is a continuing security and shall extend to the ultimate
balance of the Secured Obligations, regardless of any intermediate partial payment or discharge in part of the Secured
Obligations.

3.2 Additional security

The Pledge is in addition to, and is not in any way prejudiced by, any other security now or hereafter held by the
Beneficiaries in respect of the Secured Obligations.

3.3 Security transfer

(a) In the event that any Beneficiary assigns, transfers or otherwise disposes of any part or all of its rights and
obligations under the Guaranty, it is expressly provided hereby – and the Pledgor expressly accepts – that such
assignment, transfer or disposal shall not result in a reduction, obsolescence or extinction of any of its security
rights and privileges hereunder in respect of the rights so assigned, transferred or otherwise disposed of under
this Agreement and the Statement of Pledge. All rights and privileges under this Agreement and the Statement
of Pledge shall continue to secure the Secured Obligations, to the pro rata benefit of the assignee(s),
transferee(s) or successor(s), without any further formality.

(b) In the event that such assignment, transfer or disposal occurs by way of novation, or is deemed to occur by
novation, each Beneficiary expressly reserves and maintains the security rights and privileges under this
Agreement and the Statement of Pledge for the pro rata benefit of its assignees, transferees or successors in
accordance with the provisions of article 1334 of the French Civil Code (Code civil) without further formalities.

4. REPRESENTATIONS AND WARRANTIES

4.1 General

Without prejudice to the representations and warranties set out in Section 6 (Representations and Warranties) of the
Credit Agreement and those set out in the Guaranty, the Pledgor makes the representations and warranties set out in this
Clause 4 to the Beneficiaries.

4.2 By-laws

The by-laws (statuts) of the Company contain no restriction to the transfer or pledge of the shares in the Company, such
as any requirement to obtain any prior consent ("agrément").

The by-laws (statuts) of the Company do not contain any term (such as a "clause d’agrément") which would require the
agreement of any person or corporate body in order to carry out the enforcement of the Pledge.

4.3 Ownership

(a) It has valid title over, and is the sole legal owner of, the Cash Amounts and, as from the date on which the
Pledge Bank Account is opened, of the Pledged Bank Account.

(b) It has valid title over, and is the sole legal owner of, the Shares, the Pledged Securities Account and any other
Eligible Financial Securities.

(c) All Shares and any other Eligible Financial Securities have been validly issued and fully paid up and are not
subject to any security, option to purchase or similar rights and there are no agreements in force which provide
for the issue of allotment of, or grant any

10
 person the right to call for issue or allotment of, any Share or other Eligible Financial Securities other than the
Pledge.

(d) The Shares, on the date of this Agreement, and the Shares and the Eligible Financial Securities, throughout the
Security Period, credited to the Pledged Securities Account represent 100% of the share capital and voting
rights of the Company owned by the Pledgor.

(e) On the date of this Agreement, the share capital of the Company is divided into [ ] ordinary shares with a
nominal value of [ ], each having the same rights attached to them, and the Company has issued
no financial securities (titres financiers as defined under the provisions of article L. 211-1, I of the French
Monetary and Financial Code (Code monétaire et financier)) other than such shares.

4.4 Corporate object and interest

The execution and the entry into this Agreement and the Statement of Pledge by the Pledgor and the performance of
any of its rights and obligations hereunder fall within its corporate object and are not contrary to its corporate interest.

4.5 Rights attached to the Shares

There is no shareholders’ agreement in force, nor any other agreement of any nature whatsoever, entered into by any
shareholder of the Company in respect of the holding or transfer of the shares in the Company or any financial securities
(titres financiers as defined under the provisions of article L. 211-1, I of the French Monetary and Financial Code (Code
monétaire et financier)) issued by the Company, or the rights attached to such shares (or to each category or sub-
category of shares) or financial securities, that would adversely affect the Pledge granted under this Agreement.

4.6 Time when representations made

(a) Except where provided otherwise, all the representations and warranties in this Clause 4 are made by the Pledgor
on the date of this Agreement and are also deemed to be repeated throughout the Security Period:

(i) on the first day of each Interest Period under the Credit Agreement; and

(ii) on each Payment Date under the Credit Agreement;

(b) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be
repeated by reference to the facts and circumstances then existing in accordance with Section 6
(Representations and Warranties) of the Credit Agreement and the terms of the Guaranty.

5. UNDERTAKINGS

5.1 Duration

The undertakings in this Clause 5 remain in force from the date of this Agreement until the Discharge Date.

5.2 Notification

11
 The Pledgor shall:

(a) provide upon reasonable request the Administrative Agent (acting in the name and on behalf of the
Beneficiaries) with all details in respect of the Pledged Account;

(b) notify the Administrative Agent of the agreement to acquire any Eligible Financial Securities five (5) Business
Days before such acquisition;

(c) as soon as reasonably practicable notify the Administrative Agent of the allotment, offer or issue of any Eligible
Financial Securities; and

(d) promptly notify the Administrative Agent of any occurrence which is materially adverse to the Cash Amounts
on the credit balance of the Pledged Bank Account.

5.3 Management of the Pledged Account

(a) The Pledgor will procure that the Account Holder and the Bank Account Holder credit to the Pledged Financial
Instruments Account or the Pledged Bank Account, as applicable, any Financial Securities and Cash Amounts
attributed to, or acquired by, it in accordance with Clause 2.2 (Financial Securities) and/or Clause 2.3 (Income
and Proceeds) above and subject to Clause 7 (Enforcement) below and will sign all documents and take all
action reasonably necessary to this effect; and

(b) Unless it has obtained the prior written consent of the Administrative Agent acting upon instructions of the
Beneficiaries (such consent not to be unreasonably withheld or delayed), but subject always to the terms of
Clause 2.2(a), the Pledgor will not and will not take any steps to (i) place or permit any Shares and/or other
Eligible Financial Securities to be placed in an account other than the Pledged Securities Account, (ii) place or
permit any Cash Amount to be placed in an account other than the Pledged Bank Account, (iii) close or transfer
the Pledged Securities Account or (iv) close or transfer the Pledged Bank Account.

5.4 Voting rights

The Pledgor will not exercise the voting rights attached to its Financial Securities in a manner that will materially and
adversely affect the rights of the Beneficiaries under this Agreement or cause an Event of Default as defined under the
Credit Agreement to occur.

5.5 Information

(a) From the date of this Agreement and throughout the Security Period, the Pledgor undertakes to promptly
provide to the Administrative Agent, all information relating to the Pledged Account and the Financial
Securities which the Beneficiaries or the Administrative Agent may from time to time reasonably require.

(b) Upon becoming aware thereof, the Pledgor will promptly inform the Administrative Agent, of any disputes
relating to the Pledged Account and the Financial Securities.

(c) The Pledgor undertakes, at its own cost, to take all necessary legal steps to defend its rights in respect of the
Shares, other Eligible Financial Securities and/or the Cash Amounts against the claim or demand of any and all
persons with a view to preserving the rights of the Beneficiaries over the Pledged Account and shall promptly
keep the Administrative Agent, informed of any such claim or demand.

(d) The Pledgor authorises the Beneficiaries and the Administrative Agent to request at any time that the Bank
Account Holder or the Account Holder, as applicable, provide

12
 information and copies of reports and records in respect of the Pledged Account, including the Certificate of
Pledge and the Bank Account Certificate of Pledge and the Pledgor will take all actions necessary to this effect.

6. LIABILITY TO PERFORM

It is expressly agreed that the Pledgor shall remain liable to observe and perform all of the rights and obligations
assumed by it in respect of the Financial Securities and the Pledged Account and the Beneficiaries shall be under no
obligation or liability by reason of, or arising out of, this Agreement. None of the Beneficiaries or the Administrative
Agent shall be required in any manner to perform or fulfil any obligation of the Pledgor in respect of the Financial
Securities and the Pledged Account or to make any payment or to present or file any claim or take any other action to
collect or enforce the payment of any amount to which it may have been or to which it may be entitled hereunder at any
time.

7. ENFORCEMENT

Upon the occurrence of an Event of Default, the Beneficiaries may enforce the Pledge and, in order to recover the
Secured Obligations, the Beneficiaries shall be entitled to exercise all rights, actions and privileges by virtue of this
Agreement and which are available to a pledgee under the provisions of French law for the payment of the Secured
Obligations, including without limitation, the enforcement of the Pledge upon eight (8) Business Days’ prior written
notice ("mise en demeure") remained without effect, such notice to be sent to the Pledgor with a copy to the Bank
Account Holder and the Account Holder in accordance with the provisions of article L.521-3 of the French Commercial
Code (Code de commerce).

In particular, the Beneficiaries shall be entitled:

(a) in respect of the Eligible Financial Securities, either:

(i) to request the judicial attribution ("attribution en justice") of the Eligible Financial Securities in
accordance with the provisions of article 2347 of the French Civil Code (Code civil); or

(ii) to request the sale of the Eligible Financial Securities at a public auction ("vente publique") in
accordance with the provisions of article L.521-3 of the French Commercial Code (Code de commerce);
or

(iii) to request the transfer of the ownership of all, or a portion of, the Eligible Financial Securities, without
prior court order, in accordance with the provisions of articles L.521-3 of the French Commercial Code
(Code de commerce) and 2348 of the French Civil Code (Code civil), in which case:

a. the Eligible Financial Securities will be transferred to the Beneficiaries based on the value of the
Eligible Financial Securities determined by an expert appointed by mutual agreement between
the Parties and chosen amongst the following: KPMG, PwC and Ernst & Young. If, (i) according
to the reasonable opinion of one of the Parties, all Experts are involved in conflicts of interests
and if this situation has been promptly notified to the other Parties or (ii) the Experts refuse to be
appointed as Experts, the Parties shall negotiate, in good faith, in order to appoint an
independent expert practicing in Paris within five (5) Business Days following either the
notification or the refusal mentioned above. The independent expert shall be chosen on the list
of experts listed on the register of the court of Appeal of Paris (liste des experts auprès de la

13
 Cour d'Appel de Paris) under section "Economie et Finance", sub-section "comptabilité" or
"Finances" and the specialisation of which is the valuation of shares ("évaluation de droits
sociaux, fusions, scission et apports") or any list to replace such list, provided that the Parties,
acting reasonably, consider that the appointed Expert is not involved in any conflict of interests.
If, when this deadline expires, the Parties have not appointed an expert or have not reached an
agreement with respect to the appointment of an expert, the President of the Commercial Court of
Paris (Tribunal de commerce de Paris) will be in charge, at the request of the most diligent party,
to appoint an expert among one of the leading banks or audit firms carrying out business in
France;

b. the value of the Eligible Financial Securities as of the date of enforcement of the Pledge (the
"Value") will be determined by the Expert within thirty
(30) days of the date of its appointment; save in case of manifest or gross error (erreur manifeste
ou grossière), the decision of the Expert will be final and binding on the Parties and cannot be
challenged;

c. the Pledgor and the Beneficiaries shall not be responsible for the Value retained for the
enforcement of the Pledge;

d. if the Value is higher than the amount of the Secured Obligations as of the enforcement date of
the Pledge (the positive difference being hereinafter referred to as "cash adjustment"), the
Beneficiaries shall pay to the Pledgor the cash adjustment within 15 days as from the
enforcement date of the Pledge;

e. the Pledgor undertakes to execute any document and to accomplish any formalities in order to
implement the transfer of the Eligible Financial Securities to the Beneficiaries within a maximum
period of ten (10) days after the Expert’s decision; and

f. notwithstanding the provisions of this paragraph (iii), and in the course of the proceedings set
forth in such paragraph (iii), the Beneficiaries will have the ability to initiate any of the
proceedings mentioned in paragraph
(i) and (ii) should the Beneficiaries consider these proceedings more appropriate for the
protection of the interests of the Beneficiaries; and

(b) in respect of the Cash Amounts, to transfer title to such Cash Amounts to it, to the extent necessary to discharge
in full any outstanding Secured Obligation, together with the costs, fees and any liabilities incurred in
connection with the enforcement of the Pledge and the transfer of title to such Cash Amounts.

8. APPLICATION OF PROCEEDS

Any moneys received by the Beneficiaries from the Pledgor or any third party pursuant to this Agreement shall be
applied in accordance with the provisions of the Guaranty.

9. COVENANT TO RELEASE

On or as soon as practicable after the Discharge Date, the Beneficiaries shall, at the cost of the Pledgor, execute all
documents and take any action necessary to release ("donner mainlevée") the Pledge and discharge the Pledgor from its
liability hereunder.

14
10. EXPENSES, INDEMNITIES AND TAXES

The Pledgor will pay the Beneficiaries all reasonable costs and expenses in accordance with Section 20 (c) (Expenses)
of the Guaranty.

11. ADMINISTRATIVE AGENT

11.1 Appointement

(a) For the avoidance of doubt, each Beneficiary has appointed the Administrative Agent as its agent ( mandataire),
to act in its name and on its behalf hereunder and in connection herewith.

(b) Each Beneficiary authorises the Administrative Agent to perform the duties, obligations and responsibilities
and to exercise the rights, powers, authorities and discretions specifically given to the Administrative Agent
under or in connection with the Pledge together with any other incidental rights, powers, authorities and
discretions.

11.2 Instructions

(a) The Administrative Agent shall:

(i) unless a contrary indication appears herein, exercise or refrain from exercising any right, power,
authority or discretion vested in it as Administrative Agent in accordance with any instructions given
to it by the Beneficiaries; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i)
above.

(b) In the absence of instructions, the Administrative Agent may act (or refrain from acting) as it considers to be in
the best interest of the Beneficiaries.

(c) The Administrative Agent is not authorised to act on behalf of a Beneficiary (without first obtaining that
Beneficiary's consent) in any legal or arbitration proceedings relating to this Pledge.

12. CHANGES TO THE PARTIES

All the rights, privileges, powers, discretions and authorities of each Beneficiary hereunder will benefit its respective
successors, transferees and assignees and all terms, conditions, representations and warranties and undertakings of the
Pledgor hereunder shall oblige its respective successors, transferees and assignees in the same manner, it being agreed
and understood that:

(a) the Pledgor shall not assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations
under this Agreement; and

(b) each Beneficiary shall be entitled to assign, transfer, novate or dispose of any of, or any interest in, its rights
and/or obligations hereunder to any successor, transferee and assignee in accordance with the relevant
provisions of the Guaranty.

15
13. SEVERABILITY

1 3 .1 If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction in respect of the
Pledgor and/or the Account Holder and/or the Bank Account Holder, it shall not affect:

(a) the validity or enforceability of any other provision of this Agreement in such jurisdiction; or

(b) the validity or enforceability of such or any other provision of this Agreement in other jurisdictions.

13.2 If a provision of this Agreement is or becomes illegal, invalid or unenforceable, the Parties shall negotiate in good faith
with a view to replacing such provision by a provision which is legal, valid and enforceable and which is, to the extent
applicable, consistent with the intention and purposes of this Agreement and which in its economic effect is as similar
as practicable to the provision of this Agreement which is being replaced.

14. NOTICES

Except as specifically provided otherwise in this Agreement, all notices or other communications under or in
connection with this Agreement shall be given to each Party in accordance with the provisions of Section 11 (Notices)
of the Guaranty.

Any notice to the Beneficiaries or the Administrative Agent shall be addressed to:

PNC Bank, National Association

Fourth Floor
500 First Avenue, MS P7-PFSC-04-I
Pittsburgh, PA 15219
To the attention of: Agency Services Loan Administration
Fax: +1 412-705-2400

15. FRENCH LANGUAGE – CONFLICTS

The Statement of Pledge executed by the Pledgor pursuant to Clause 2.4 (Creation of the Pledge) above shall be made
in the French language only and shall be binding on the Pledgor. The French language version of the Statement of
Pledge shall prevail over any English translation.

16. NO HARDSHIP

Each Party hereby acknowledges that the provisions of article 1195 of the French Code Civil shall not apply to it with
respect to its obligations under this Agreement and that it shall not be entitled to make any claim under article 1195 of
the French Code Civil.

17. CADUCITE

If at any time this Agreement becomes caduc for any reason whatsoever, inter alia, by virtue of article 1186 of the
French Code Civil, the Parties agree that such caducité will only by effective for the future and shall not have any
retroactive effect. The Parties expressly agree that in such case any provision of this Agreement which is intended to
survive the termination of this Agreement for any reason, shall continue in full force and effect.

18. PRECONTRACTUAL INFORMATION

(a) On the date hereof, all information items instrumental for the consent of one Party, whether required or not, have
been obtained by the relevant Party and information

16
 requests of a Party, regarding, among others, the provisions of this Agreement (including the Schedules), have
been met by the other Party.

(b) The provisions of this Agreement (including its Schedules) were negotiated in good faith by the Parties which
have freely agreed thereto, taking into account the mutual obligations arising from this Agreement.

19. TERM

This Agreement shall remain in full force and effect until the Discharge Date.

20. WAIVERS AND REMEDIES CUMULATIVE

20.1 The rights of the Beneficiaries under this Agreement:

(a) may be exercised as often as necessary;

(b) are cumulative and not exclusive of their respective rights under general law; and

(c) may be waived only in writing and specifically.

20.2 Failure to exercise or delay by the Beneficiaries in exercising or not exercising any right under this Agreement is not a
waiver of such right. The single or partial exercise of any right or remedy will not prevent any further or other exercise
of any other right under this Agreement or remedy.

21. GOVERNING LAW AND JURISDICTION

21.1 Governing law

This Agreement and the Statement of Pledge shall be governed by, and construed in accordance with, French law.

21.2 Jurisdiction

(a) The Parties agree that the courts of France have jurisdiction to settle any disputes in connection with this
Agreement and the Statement of Pledge and accordingly submit to the jurisdiction of the Commercial Court of
Paris ("Tribunal de commerce de Paris").

(b) The submission to the jurisdiction of the Commercial Court of Paris (Tribunal de commerce de Paris) shall not
(and shall not be construed so as to) limit the right of the Beneficiaries to take proceedings against the Pledgor
in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent
permitted by French law.

17
 Made on 2018

In three (3) originals

The Pledgor

[ ]

By:
Title:
as duly authorised signatory for the purpose of this Agreement

The Administrative Agent

PNC BANK, NATIONAL ASSOCIATION

By: Mahir J. Desai

Title: Vice President
as duly authorised signatory for the purpose of this Agreement

The Beneficiaries (as Guaranteed Creditors under the Guaranty), represented by

PNC BANK, NATIONAL ASSOCIATION

By: Mahir J. Desai

Title: Vice President
as duly authorised signatory for the purpose of this Agreement

18
 SCHEDULE 1
DETAILS OF THE SHARES AND DETAILS OF THE PLEDGED SECURITIES ACCOUNT
AND PLEDGED BANK ACCOUNT

PART 1
DETAILS OF THE SHARES

Par value
Company Nature Number % of share capital
(each)

PART 2
DETAILS OF THE PLEDGED SECURITIES ACCOUNT AND PLEDGED BANK ACCOUNT

Owner Account Holder Number

Bank Account Holder

Name of bank:

Branch:

Address:

19
 SCHEDULE 2
DECLARATION DE NANTISSEMENT DE COMPTE DE TITRES FINANCIERS
(soumise aux dispositions de l'article L. 211-20 du Code monétaire et financier)

LA SOUSSIGNEE :

[ ], une [ ] de droit [ ] immatriculée au Registre du Commerce de [ ] et dont le siège social

est situé [ ] et représentée par un signataire dûment habilité aux fins des présentes,

Ci-après désignée le "Constituant",

CONSTITUE EN NANTISSEMENT LE COMPTE-TITRES SUIVANT :

Son compte-titres numéro [ ],

Ci-après désigné le "Compte-Titres Nanti",

OUVERT DANS LES LIVRES DE :

[ ] une [ ] de droit [ ], immatriculée au Registre du Commerce et des

Sociétés de [ ] sous le numéro [ ] et dont le siège social est situé [ ],

Ci-après désignée le "Teneur de Compte" ou la "Société",

DANS LEQUEL SONT INITIALEMENT INSCRITS LES TITRES FINANCIERS CI-APRÈS DESIGNES :

Quantité Désignation Devise Valeur unitaire nominale

[ ]
Actions ordinaires de la Société, représentant à Euro [ ]
la date de la présente déclaration de
nantissement 100% du capital et des droits de
vote de la Société.

Ci-après désignés les "Titres Financiers",

ET CONSTITUE EN NANTISSEMENT LE COMPTE FRUITS ET PRODUITS, dont les détails

ci-après :

Numéro de compte bancaire,

ouvert dans les livres de [ ],
et IBAN,

seront communiqués à l’Agent Administratif conformément aux termes de l’Article 2.3 de la Convention.

Ci-après désigné le "Compte Fruits et Produits"

20
AU BENEFICE DES BENEFICIAIRES (BENEFICIARIES) SUIVANTS :

PNC BANK, NATIONAL ASSOCIATION , une national banking association, ayant son siège social au 300 Fifth Avenue,
Pittsburgh, PA 15222, USA et dont le numéro Tax ID (EIN) est 22-1146430, en qualité de Créancier Garanti (" Guaranteed
Creditor") et d’Agent Administratif ("Administrative Agent"), et

LES AUTRES CREANCIERS GARANTIS ("Guaranteed Creditors"), ainsi que leurs successeurs, cessionnaires et ayants-droit
respectifs,

au titre de la garantie intitulée "Continuing Agreement of Guaranty and Suretyship" en date du 2018,
conclue entre les Garants ("Guarantors") dont [ ] et PNC Bank National Association, en qualité d’Agent
Administratif ("Administrative Agent") au bénéfice des Créanciers Garantis (telle que pouvant être modifiée, amendée et/ou
complétée après la date des présentes, la "Garantie").

Ci-après collectivement désignés les "Bénéficiaires" et, selon le contexte, individuellement un

"Bénéficiaire",

EN GARANTIE DU PAIEMENT DES SOMMES DUES AU TITRE DES OBLIGATIONS CI- APRES DEFINIES :

Nature :

Les Obligations Garanties (Guaranteed Obligations), tel que ce terme est défini dans la Garantie (Guaranty) et incluant, sous
réserve des limitations visées à l’article 8.2.9(c) de la Convention de Crédit (Credit Agreement) tel que ce terme est défini dans
la Garantie (Guaranty) et celles visées à l’article 23 de la Garantie, (a) pour autant qu'elles résultent de la Convention de Crédit
ou tout autre document de prêt (Loan Document) ou s’y rapportent, tous emprunts, avances, dettes, passifs et autres obligations
dues par le Constituant, en sa qualité de Garant (Guarantor) au titre de la Garantie (Guaranty), aux Bénéficiaires (Beneficiaries)
en quelque capacité que ce soit, de toute sorte ou nature, présentes ou futures (en principal, intérêt, frais, dépenses, commissions,
accessoires ou toute autre somme due, documentés ou non par une reconnaissance de dette, garantie, ou autre instrument,
consistant ou non en un paiement d’une somme d’argent), finales ou conditionnelles, qui seraient dues séparément ou
conjointement, dues ou à devoir, existant à ce jour ou encourues à toute autre date postérieure, à titre contractuel ou délictuel,
consistant éventuellement en des dommages et intérêts ou des pénalités (liquidated o u unliquidated), que ces passifs ou ces
dettes soient nés ou non d’un contrat ou d’un instrument, (b) toutes sommes dues par le Constituant en sa qualité de Garant
(Guarantor) aux titre de la Garantie (Guaranty) à un Bénéficiaire en quelque capacité que ce soit, au titre de toute couverture
de taux de change ("Foreign Currency Hedge") et/ou de taux d’intérêt ("Interest Rate Hedge") et (c) toutes sommes dues par le
Constituant en sa qualité de Garant (Guarantor) au titre de la Garantie (Guaranty) à la un Bénéficiaire en quelque capacité que
ce soit, au titre de tous services financiers ("Financial Service Products"), tels que ces termes sont définis dans la Garantie
(Guaranty). Nonobstant toute clause contraire des présentes ou des documents ci-dessus visés, les Obligations Garanties
n'inclueront pas les sommes dues au titre de toute Obligation de Couverture Exclue (Excluded Hedge Liabilities), telles que
définies dans la Convention de Crédit.

Montants garantis :

Un montant maximum total en principal de :

Deux cent cinquante millions de dollars US (250.000.000 US$), augmenté du montant de toute autre somme due au titre des
documents visés ci-dessus, et à tout moment sous réserve des limitations mentionnées à l'article 8.2.9 (c) de la Convention de
Crédit et de celles mentionnées à l’article 23 de la Garantie,

21
majoré de tous intérêts, intérêts de retard, escomptes, frais, commissions et accessoires et autres dépenses supportés par les
Bénéficiaires ("Beneficiaries") en relation avec la protection, la préservation ou la mise en œuvre de leurs droits au titre de la
Convention (telle que définie ci-après).

Ci-après désignées les "Obligations Garanties",

DANS LES CONDITIONS SUIVANTES :

Conformément aux dispositions de l'article L.211-20 du Code monétaire et financier, le Constituant affecte en nantissement au
bénéfice du Bénéficiaire le Compte-Titres Nanti en garantie du paiement et remboursement de l'intégralité des Obligations
Garanties.

Le compte bancaire qui sera ouvert au nom du Constituant et destiné à recevoir les fruits et produits des Titres Financiers nantis
conformément aux dispositions de l’article L.211-20 du Code monétaire et financier est réputé faire partie intégrante du
Compte-Titres Nanti à la date de signature de la présente déclaration de nantissement (le "Compte Fruits et Produits").

Le nantissement du Compte-Titres Nanti et du Compte Fruits et Produits (le "Nantissement") est consenti par le Constituant
selon les termes et dans les conditions prévus à la convention de nantissement de compte-titres ("Securities Account Pledge
Agreement") en date du 2018 (la "Convention") conclue entre le Constituant, les Bénéficiaires et l’Agent
Administratif, faisant partie intégrante de la présente déclaration de nantissement et définissant les modalités de fonctionnement
du Compte-Titres Nanti et du Compte Fruits et Produits et de réalisation du Nantissement.

Les Titres Financiers, ceux qui leur sont substitués ou les complètent, de quelque manière que ce soit, dans les termes de la
Convention, sont compris dans l'assiette du Nantissement.

Le Constituant ne pourra disposer des Titres Financiers que conformément aux termes de la Convention.

Le Constituant et les Bénéficiaires ne seront en aucun cas responsables de la Valeur ("Value") à laquelle sera effectuée la
réalisation du Nantissement. Les frais résultant de la réalisation du Nantissement demeureront à la charge du Constituant et
seront imputés sur le produit de cette réalisation.

Les termes de la présente déclaration de nantissement commençant par une majuscule ont la signification qui leur est donnée
aux termes de la présente déclaration de nantissement ou, à défaut, de la Convention.

La présente déclaration de nantissement est soumise au droit français et sera interprétée conformément à celui-ci. Toute
contestation relative à la validité, l'interprétation ou l'exécution de la présente déclaration de nantissement sera de la
compétence du Tribunal de commerce de Paris.

Fait le 2018

en un (1) exemplaire original

Le Constituant

[ ]
Par :

22
 Translation for information purposes only

STATEMENT OF PLEDGE OVER FINANCIAL SECURITIES ACCOUNT

(subject to the provisions of article L.211-20 of the French Monetary and Financial Code
(Code monétaire et financier))

THE UNDERSIGNED:

[ ] having its registered office located at [ ] registered with the [ ] and represented
by a duly authorised signatory for the purpose hereof,

Hereinafter referred to as the "Pledgor",

HEREBY PLEDGES:

Its securities account number [ ],

Hereinafter referred to as the "Pledged Securities Account",

OPENED IN THE BOOKS OF:

[ ] registered with the [ ] under number [ ] and having its registered office
located at [ ],

Hereinafter referred to as the "Account Holder" or the "Company",

ON WHICH ARE INITIALLY CREDITED THE FOLLOWING FINANCIAL SECURITIES:

Quantity Designation Currency Par value (each share)

Ordinary shares of the Company, representing, Euro
on the date hereof, 100% of the share capital
and voting rights of the Company.

Hereinafter referred to as the "Financial Securities",

AND HEREBY PLEDGES THE PLEDGED BANK ACCOUNT the details of which :

Bank Account number ,

opened in the books of [ ],
and IBAN,

shall be notified to the Administrative Agent pursuant to the terms of Article 2.3 of the Agreement.

Hereinafter referred to as the "Pledged Bank Account"

23
TO THE BENEFIT OF:

PNC BANK, NATIONAL ASSOCIATION , a national banking association, which registered office is located at 300 Fifth
Avenue, Pittsburgh, PA 15222, USA and Tax ID (EIN) is 22-1146430, acting in its capacity as Guaranteed Creditor and
Administrative Agent, and

THE OTHER GUARANTEED CREDITORS, together with their respective successors, transferees and assignees,

under the guaranty entitled "Continuing Agreement of Guaranty and Suretyship" dated 2018, entered into by
and between the Guarantors, including [ ] and PNC Bank, National Association, in its capacity as
Administrative Agent, for the benefit of the Guaranteed Creditors, (as may be amended, supplemented and/or restated after the
date hereof, the "Guaranty").

Hereinafter collectively referred to as the "Beneficiaries" and, as the context may require, individually
a "Beneficiary",

AS SECURITY FOR THE PAYMENT OF THE FOLLOWING LIABILITIES:

Nature:

The Guaranteed Obligations as such term is defined in the Guaranty and includes, subject to the limitations set out in Section
8.2.9(c) of the Credit Agreement (as such term is defined in the Guaranty) and those set out in Section 23 of the Guaranty (a) to
the extent arising pursuant to or in connection with the Credit Agreement or any other Loan Documents, any and all loans,
advances, debts, liabilities and obligations owing by the Pledgor, in its capacity as Guarantor under the Guarantee, to the
Beneficiaries in any capacity whatsoever, of any kind or nature, present or future (whether in principal, interest, fees, costs,
expenses, commissions, accessories or any other amounts due, whether or not evidenced by a note, guaranty or other instrument,
whether or not for the payment of money), absolute or contingent, joint or several, due or to become due, now existing or
hereafter arising, whether contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities
arise pursuant to any agreement or instrument, (b) any and all amounts due by the Pledgor, in its capacity as Guarantor under the
Guarantee, to the Beneficiaries in any capacity whatsoever under any and all Foreign Currency Hedge and/or Interest Rate
Hedge and (c) any amount due by the Pledgor, in its capacity as Guarantor under the Guarantee, to the Beneficiaries under any
Other Lender Provided Financial Service Product, all as further defined in the Guaranty, for a maximum principal amount of
USD 250,000,000, increased by any other sums owed thereunder and subject at all times to the limitations set out in Section
8.2.9 (c) of the Credit Agreement and those set out in Section 23 of the Guaranty. Notwithstanding anything to the contrary
contained in the foregoing, the Secured Obligations shall not include any Excluded Hedge Liabilities, as defined in the Credit
Agreement.

Secured amounts:

A maximum aggregate principal amount of:

Two hundred fifty million US Dollars (US$250,000,000), increased by any amount of any other sum due under the documents
mentioned above, and at all times subject to the limitations set out in Section 8.2.9(c) of the Credit Agreement and Section 23 of
the Guaranty,

together with all interests, late payment interests, discounts, fees, commissions, accessories and other expenses incurred by the
Beneficiaries in connection with the protection, preservation or enforcement of their respective rights under the Agreement (as
defined below),

Hereinafter referred to as the "Secured Obligations",

24
UNDER THE FOLLOWING TERMS AND CONDITIONS:

Pursuant to the provisions of article L.211-20 of the French Monetary and Financial Code (Code monétaire et financier), the
Pledgor pledges to the benefit of the Beneficiaries the Pledged Securities Account as security for the payment and repayment of
all Secured Obligations.

The bank account to be opened in the name of the Pledgor which shall comprise all Cash Amounts in accordance with the
provisions of article L.211-20 of the French Monetary and Financial Code (Code monétaire et financier) is deemed to be an
integral part of the Pledged Securities Account as of the date hereof (the "Pledged Bank Account").

The pledge over the Pledged Securities Account and over the Pledged Bank Account (the " Pledge") is granted by the Pledgor in
accordance with the terms of a securities account pledge agreement dated 2018 (the "Agreement") entered into
between the Pledgor, the Beneficiaries and the Administrative Agent, being an integral part of this statement of pledge and
setting out the terms and conditions under which the Pledged Securities Account and the Pledged Bank Account shall operate
and the Pledge shall be enforced.

The Financial Securities, any other rights which may be substituted for, or added to, the Financial Securities in any way, in
accordance with the terms of the Agreement, shall be subject to the Pledge.

The Pledgor shall not dispose of the Financial Securities, except in accordance with the terms of the Agreement.

The Pledgor and the Beneficiaries shall not be responsible for the Value retained for the enforcement of the Pledge. Expenses
incurred in relation to the enforcement of the Pledge shall be borne by the Pledgor and charged on the proceeds arising upon
such enforcement.

Capitalised terms used herein shall have the meaning ascribed to them herein and, if not defined herein, the meaning ascribed to
them under the Agreement.

This statement of pledge is governed by, and shall be construed in accordance with, the laws of France. Any dispute relating to
the validity, interpretation or enforcement of this statement of pledge shall be submitted to the jurisdiction of the Commercial
Court of Paris (Tribunal de commerce de Paris).

Signed on 2018

In one (1) original copy

The Pledgor

[ ]
By:

25
 SCHEDULE 3
ATTESTATION DE NANTISSEMENT

A : PNC BANK, NATIONAL ASSOCIATION, représentant les Bénéficiaires (" Beneficiaries") (tels que définis aux termes
de la Convention de Nantissement de Compte-Titres (telle que définie ci-dessous))

Messieurs :

Ayant pris connaissance de la Convention de Nantissement de Compte-Titres et de la Déclaration de Nantissement (telles que
définies ci-dessous),

. en date du 2018

. signée par [ ] en qualité de Constituant ("Pledgor"),

Nous, les soussignés, [ ], une [ ] de droit [ ], immatriculée au Registre du Commerce et des

Sociétés de [ ] sous le numéro [ ] et dont le siège social est situé [ ] (la "Société") et agissant en qualité
de Teneur de Compte ("Account Holder") :

1/ confirmons que les termes définis aux termes des présentes ont la signification qui leur est attribuée dans la convention
de nantissement de compte-titres en langue anglaise intitulée "Securities Account Pledge Agreement" conclue
le entre [ ], en qualité de Constituant ("Pledgor") et les Bénéficiaires ("Beneficiaries") (la
"Convention de Nantissement de Compte-Titres") ;

2/ accusons réception de la déclaration de nantissement signée par [ ] en date du 2018 (la

"Déclaration de Nantissement") (dont une copie est annexée aux présentes) ;

3/ confirmons que les titres financiers constitués par [ ] actions ordinaires de la Société ("Company") représentant
100% du capital social de la Société ("Company") ont été inscrits sur le compte-titres nanti numéro (le
"Compte-Titres Nanti") ouvert au nom de Grupo FerroAtlántica SAU comme indiqué dans la Déclaration de
Nantissement ; et

4/ acceptons les missions qui nous sont confiées en qualité de Teneur de Compte ("Account Holder") du Compte-Titres
Nanti aux termes de la Convention de Nantissement de Compte- Titres et de la Déclaration de Nantissement et par les
présentes, nous :

- engageons à porter au crédit du Compte-Titres Nanti ("Pledged Securities Account") toutes actions ou titres
financiers qui seraient substituées au ou qui complèteraient les Titres Financiers conformément aux stipulations
des Clauses 2.2 (Financial Securities),
2.3 (Income and Proceeds) et 7 (Enforcement) de la Convention de Nantissement de Compte-Titres et à signer
tous documents et prendre toutes actions raisonnablement nécessaires à cet effet ;

- engageons à verser tous les Montants en Numéraire ("Cash Amounts") relatifs aux Titres Financiers ("Financial
Securities") inscrits sur le Compte-Titres Nanti sur le Compte Bancaire Nanti ("Pledged Bank Account")
conformément aux dispositions de l’article L.211-20 du Code monétaire et financier ;

- acceptons de signer tous documents et prendre toutes actions raisonnablement nécessaires pour confirmer ces
versements aux Bénéficiaires ("Beneficiaries") ; et

26
 - prenons acte du fait que le Constituant ("Pledgor") n’est pas autorisé à vendre, céder ou disposer de quelque
manière que ce soit de, tout ou partie des Titres Financiers ("Financial Securities") inscrits sur le Compte-Titres
Nanti, hormis conformément aux stipulations de la Convention de Nantissement de Compte-Titres à laquelle il
est fait référence dans la Déclaration de Nantissement.

La présente attestation de nantissement est soumise au droit français et sera interprétée conformément à celui-ci et tout litige
relatif aux présentes, y compris, sans limitation aucune, tout litige relatif à son interprétation ou à sa réalisation, sera soumis à la
compétence exclusive du Tribunal de commerce de Paris.

Fait le 2018

En trois (3) originaux

[ ]
En qualité de Teneur de Compte
Par :

27
 Annexe

Copie de la Déclaration de Nantissement signée

28
 Translation for information purposes only

FORM OF CERTIFICATION OF PLEDGE

To: PNC BANK, NATIONAL ASSOCIATION, representing the Beneficiaries (as defined in the Securities Account Pledge
Agreement (as defined below))

Dear Sirs:

Having knowledge of the Securities Account Pledge Agreement and the Statement of Pledge (as defined below),

. dated 2018

. signed by [ ], as Pledgor

We, the undersigned, [ ], a [ ], registered with the [ ], under

number [ ] and having its registered office located at [ ] (the "Company"), in our capacity as Account
Holder:

1/ confirm that the terms defined in the securities account pledge agreement, in the English language, entered into
between [ ], as pledgor, and the Beneficiaries (as defined therein)
dated 2018 (the "Securities Account Pledge Agreement") shall have the same meaning when used
herein;

2/ acknowledge receipt of an executed copy of the statement of pledge over financial securities account signed by
[ ] dated 2018 (the "Statement of Pledge") (a copy of which is attached hereto);

3/ confirm that the financial securities consisting of [ ] ordinary shares of the Company representing 100% of the
share capital of the Company have been credited on the pledged securities account number (the
"Pledged Securities Account") opened in the name of [ ] as provided in the Statement of Pledge; and

4/ accept the tasks granted to us in our capacity as Account Holder of the Pledged Securities Account in accordance with
the terms set forth in the Securities Account Pledge Agreement and the Statement of Pledge and hereby:

- undertake to credit to the Pledged Securities Account any shares or financial securities substituted or added to
the Financial Securities in accordance with Clause 2.2 (Financial Securities), Clause 2.3 (Income and
Proceeds) and Clause 7 (Enforcement) of the Securities Account Pledge Agreement and to sign all documents
and take all actions reasonably necessary to this effect;

- undertake to credit any Cash Amount relating to the Financial Securities registered in the Pledged Securities
Account on the Pledged Bank Account, in accordance with the provisions of article L.211-20 of the French
Monetary and Financial Code (Code monétaire et financier);

- agree to sign all documents and take all action reasonably necessary to confirm the same in favour of the
Beneficiaries; and

29
 - acknowledge that the Pledgor is not allowed to sell, assign or otherwise dispose of any or all of the Financial
Securities credited to the Pledged Securities Account, except in accordance with the terms of the Securities
Account Pledge Agreement as referred to in the Statement of Pledge.

This certification of pledge is governed by, and shall be construed in accordance with, French law and all disputes arising out
of, or in connection with, it including without limitation disputes relating to its interpretation or enforcement, shall be
submitted to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de commerce de Paris).

Signed on 2018

In three (3) originals

[ ], as Account Holder
By:

30
 Annex

Copy of the executed Statement of Pledge

31
 SCHEDULE 4
ATTESTATION DE NANTISSEMENT DE COMPTE BANCAIRE

A: PNC BANK, NATIONAL ASSOCIATION, représentant les Bénéficiaires (" Beneficiaries") (tel que défini aux
termes de la Convention de Nantissement de Compte-Titres (telle que définie ci-dessous))

Copie à :
En sa qualité de Teneur de Compte ("Account Holder")

Messieurs :

Ayant pris connaissance de la Déclaration de Nantissement (telle que définie aux termes de la Convention de Nantissement de
Compte-Titres (telle que définie ci-dessous)),

. en date du 2018

. signée par [ ] en qualité de Constituant ("Pledgor"),

Nous, les soussignés, [•], [•], immatriculée au RCS de [•] sous le numéro [•], ayant son siège social sis [•][•], représentée
par Monsieur [[•]] dûment habilité à l’effet des présentes, agissant en notre qualité de Teneur de Compte Bancaire ("Bank
Account Holder") :

1/ confirmons que les termes définis aux termes de la convention de nantissement de compte-titres conclue entre
[ ] en qualité de Constituant et les Bénéficiaires (tels qu’ils y sont définis) en date du 2018 (la
"Convention de Nantissement de Compte-Titres") ont la signification qui leur y est attribuée quand ils sont utilisés
aux termes des présentes ;

2/ confirmons que le compte bancaire numéro [•] ouvert en euros dans notre agence située au [•], au nom de [ ] (le
"Compte Bancaire") fait partie intégrante du compte-titres ouvert au nom de [ ] dans les livres de [ ] (le
"Compte- Titres Nanti") qui a été nanti au bénéfice des Bénéficiaires et que le Compte Bancaire est nanti en
application des dispositions de l'article L. 211-20 du Code monétaire et financier ;

3/ nous nous engageons à ne pas autoriser d'opération au débit du Compte Bancaire, sur réception d’une demande de
blocage émanant des Bénéficiaires représentés le cas échéant par l’Administrative Agent, aux termes de laquelle les
Bénéficiaires ("Beneficiaries"), demandent le blocage de toutes les sommes en euro figurant au crédit du Compte
Bancaire ;

4/ n'exprimons aucune opinion, notamment sur la validité, l’opposabilité du nantissement conféré, des stipulations de la
Convention de Nantissement de Compte-Titres, ni sur la capacité de ses signataires. Nous n'assumons aucune
responsabilité eu égard au nantissement sur le Compte- Titres Nanti enregistré dans les livres de [ ] et toute
instruction y relative donnée à [ ]. Nous n’opérerons aucune vérification sur la disponibilité, la date ou le
montant des sommes créditées par[ ] sur le Compte Bancaire ;

5/ ne serons pas dans l'obligation de vérifier, entre autres, si les conditions de réalisation du nantissement sur le Compte
Bancaire sont remplies. Plus généralement, nous serons en droit de nous fonder sur les instructions reçues des
Bénéficiaires ("Beneficiaries"), représentés le cas échéant par l’Administrative Agent, au titre du Nantissement, aussi
longtemps qu'elles semblent raisonnablement respecter les lois et règlements français applicables ; et

32
6/ à l'exception de ce qui est prévu aux termes des présentes, toutes notifications et demandes entre nous et les
Bénéficiaires ("Beneficiaries"), représentés le cas échéant par l’Administrative Agent, devront être faites par écrit.

7/ Toute notification à effectuer aux Bénéficiaires ("Beneficiaries") ou à l’Administrative Agent devra être adressée à :

PNC Bank, National Association

Fourth Floor
500 First Avenue, MS P7-PFSC-04-I Pittsburgh, PA 15219
To the attention of : Agency Services Loan Administration Fax: +1 412-705-2400

Celles à effectuer au Teneur de compte :

:
Adresse :
[•]
[•]
A l’attention du [•]
Tél. : [•]
Fax : [•]
Swift : [•]

La présente attestation de nantissement de compte bancaire est soumise au droit français et sera interprétée conformément à
celui-ci et tout litige relatif aux présentes, y compris, sans limitation aucune, tout litige relatif à son interprétation ou à sa
réalisation, sera soumis à la compétence exclusive du Tribunal de commerce de Paris.

Signé à [•] le [•], en [•] ([•]) exemplaires originaux,

[•]
En qualité de Teneur de Compte Bancaire
Par :

33
 Translation for information purposes only

FORM OF BANK ACCOUNT CERTIFICATE OF PLEDGE

To: PNC BANK, NATIONAL ASSOCIATION, representing the Beneficiaries (as defined in the Securities Account
Pledge Agreement (as defined below))

Copy to: , in its capacity as Account Holder

Dear Sirs,

Having knowledge of the Statement of Pledge (as defined in the Securities Account Pledge Agreement) (as defined below),

. dated 2018

. signed by [ ], as Pledgor

We, the undersigned, [•], a [•], registered under number [•] with the Registry of Commerce and Companies (Registre du
commerce et des sociétés) of [•], having its registered office located at [•], represented by [•] a duly authorised signatory for the
purpose hereof, in our capacity as Bank Account Holder:

1/ confirm that the terms defined in the securities account pledge agreement entered into between [ ] as Pledgor,
and the Beneficiaries (as defined therein) dated
2018 (the "Securities Account Pledge Agreement") shall have the same meaning when used herein;

2/ confirm that the bank account number [•] opened in euros with our agency located at [•], in the name of [ ] (the
"Bank Account") forms an integral part of the securities account opened in the name of [ ]in the books of
[ ] (the "Pledged Securities Account") which has been pledged in favour of the Beneficiaries and that
furthermore the Bank Account is pledged pursuant to the provisions of article L. 211-20 of the French Monetary and
Financial Code (Code monétaire et financier);

3/ undertake not to allow any debit transaction from the Bank Account, upon receipt of a notice to block the Bank Account
from the Beneficiaries, represented as the case may be by the Administrative Agent, by which the latter requests that the
sums then credited in euros on the Bank Account be blocked;

4/ express no opinion, amongst other things on the validity, the enforceability of the given pledge, the provisions of the
Securities Account Pledge Agreement, nor on the capacity of its signatories. We assume no responsibility concerning the
pledge on the Pledged Securities Account registered in the books of [ ]and any related instructions given
to [ ]. We operate no verification with respect to the availability, the date or the amount of any sums
credited by [ ] on the Bank Account;

5/ shall not be under the obligation to verify, inter alia, whether the conditions of enforcement of the Pledge are fulfilled.
More generally, we shall be entitled to rely on the instructions received in connection with the Pledge from the
Beneficiaries, represented as the case may be by the Administrative Agent, as long as they reasonably seem to comply
with relevant French laws and regulations; and

34
6/ except as otherwise specified herein, all notices and requests between us and the Beneficiaries, represented as the case
may be by the Administrative Agent, shall be made in writing.

7/ Any notice to the Beneficiaries or the Administrative Agent shall be addressed to:

PNC Bank, National Association

Fourth Floor
500 First Avenue, MS P7-PFSC-04-I Pittsburgh, PA 15219
To the attention of: Agency Services Loan Administration Fax: +1 412-705-2400

And those to the Account Holder:

Address:
[•]
[•]
To the attention of the [•]
Tel : [•]
Fax : [•]
Swift : [•]

This bank account certificate of pledge is governed by, and shall be construed in accordance with, French law and all disputes
arising out of, or in connection with it, including without limitation disputes relating to its interpretation or enforcement shall
be submitted to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de commerce de Paris).

Signed in [•] on [•]

In [•] ([•]) original copies

[•] as Bank Account Holder

By:

35
 EXHIBIT 1.1(S)(1)

[FORM OF]
US SECURITY AGREEMENT

This US SECURITY AGREEMENT (this “Security Agreement”) is made and entered into as of this [ ] day of February, 2018,
by and among EACH OF THE DEBTORS LISTED ON THE SIGNATURE PAGES HERETO and each of the other persons and entities
that become bound hereby from time to time by joinder, assumption or otherwise (each a “Debtor” and collectively, the “Debtors”)
and PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent under and
pursuant to the Credit Agreement, hereinafter defined (the “Secured Party”).

Recitals:

A. Ferroglobe PLC, a public limited company organized under the laws of England and Wales (the “Borrower”), the
Guarantors party thereto as the “Guarantors”, including, without limitation, certain Debtors, the Lenders party thereto as the
“Lenders”, PNC Bank, National Association, as the “Administrative Agent”, and PNC Bank, National Association, as the “Swing
Lender” and the “Issuing Lender”, are the parties to that certain Credit Agreement of even date herewith (as amended, restated,
supplemented, replaced and otherwise modified from time to time, the “Credit Agreement”).

B. It is a condition precedent to the effectiveness of the Credit Agreement that the Debtors execute and deliver this
Security Agreement.

Agreements:

NOW THEREFORE, in consideration of the foregoing Recitals, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each Debtor and the Secured Party hereby agree as follows:

1 . Defined Terms. Unless otherwise defined herein, capitalized terms used in this Security Agreement shall have the
meanings ascribed to such terms in the Credit Agreement.

2. Grant of Security Interest; Certain Definitions.

(a) Each Debtor hereby grants to the Secured Party a continuing security interest in and to, and a pledge of, all of the
Collateral and all of such Debtor’s right, title and interest therein, whether now owned or existing or hereafter acquired or arising and
wherever located, together with all products and Proceeds therefrom to secure the Secured Obligations (defined below).

(b) As used in this Security Agreement, the following terms shall have the following meanings:

(i) “Account Debtor” means an “account debtor” (as defined in the UCC), including a person obligated on an Account,
chattel paper or a General Intangible.
(ii) “Accounts” means all accounts (as defined in the UCC), including any and all right, title and interest to payment for
goods and services sold or leased, including any such right evidenced by chattel paper (as defined in the UCC),
whether due or to become due, whether or not it has been earned by performance, and whether now or hereafter
acquired or arising in the future, including accounts owing by Affiliates and including all right, title and interest in
any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any
rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges,
whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired.

(iii) “CFC” means (a) any Person that is a “controlled foreign corporation” (within the meaning of Section 957), but only
if a “United States person” (within the meaning of Section 7701(a)(30)) that is an Affiliate of a Loan Party is, with
respect to such Person, a “United States shareholder” (within the meaning of Section 951(b)) described in Section
951(a)(1); and (b) each Subsidiary of any Person described in clause (a).

(iv) “CFC Holdco” means any US Subsidiary or non-US disregarded entity, in each case substantially all of the assets of
which consist, directly or indirectly, of equity or debt of (a) a CFC or (b) a Person described in this definition.

(v) “Collateral” means any and all of the following in which a Debtor has rights or the power to transfer rights to a
secured party: (A) Accounts; (B) Inventory; (C) Equipment; (D) Documents; (E) General Intangibles; (F) each of the
following, as defined in the UCC, goods, investment property, instruments, chattel paper, fixtures, commercial tort
claims, letter of credit rights, payment intangibles, promissory notes, supporting obligations; (G) cash, cash
accounts and other Deposit Accounts, together with all monies, securities and instruments at any time deposited in
any such account or otherwise held for the credit thereof; (H) Securities Accounts, together with all financial assets
(as defined in the UCC) credited therein from time to time, and all financial assets (as defined in the UCC), monies,
securities, cash and other property held therein or credited thereto; (I) commodity accounts (as defined in the UCC)
and commodity contracts (as defined in the UCC); (J) Proprietary Collateral; (K) other items, kinds and types of
personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or
effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular
jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(L) additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances,
substitutions and/or replacements of, to or for any of the foregoing; and (M) Proceeds and products (as defined in
the UCC) of any and all of the foregoing. Notwithstanding the forgoing, “Collateral” shall not include any
Excluded Property.

(vi) “Debtor” means the parties defined as such in the preamble of this Security Agreement and any and all additional
Guarantors joining this Security Agreement pursuant to the Credit Agreement.

2
(vii) “Deposit Account” means a deposit account (as defined in the UCC).

(viii) “Documents” means all “documents” (as defined in the UCC).

(ix) “Equipment” means all equipment (as defined in the UCC), including furniture and furnishings, computers, terminals,
printers, copiers, telephonic and video devices, electronic data processing and data storage devices, dies, tolling,
and all tangible personal property similar to any of the foregoing, including tools, parts and supplies of every kind
and description, and all improvements, attachments, accessions or appurtenances thereto.

(x) “Excluded Property” means any and all of the following property of any Debtor: (A) those assets over which the
granting of security interests in such assets would be prohibited by applicable Law; (B) any lease, capital lease,
license, permit, contract, instrument (as defined in the UCC), security (as defined in the UCC) or agreement to
which any Debtor is a party or any of its rights or interests thereunder if and for so long as the grant of such security
interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or
interest of any Debtor therein or (ii) a breach or termination or right of termination on behalf of any other party
pursuant to the terms of, or a default under, any such lease, capital lease, license, permit, contract, instrument,
security or agreement; (C) any interests in real property (other than fixtures); (D) motor vehicles and other assets
subject to certificates of title; (E) “Margin Stock” as defined by Regulation U of the Board of Governors of the
Federal Reserve System of the United States; (F) Equity Interests in a Joint Venture to the extent that the grant of a
security interest in such Equity Interests is prohibited by the organizational documents of such Joint Venture; (G)
any Equity Interest in a Non-US Subsidiary that is not a first-tier Material Subsidiary; (H) more than 65% of the
Equity Interests of (i) a CFC or (ii) a CFC Holdco; (I) any applications for trademarks or service marks filed in the
United States Patent and Trademark Office pursuant to 15 U.S.C. § 1051 Section 1(b) unless and until evidence of
use of the mark in interstate commerce is submitted to and accepted by the United States Patent and Trademark
Office pursuant to 15 U.S.C. § 1061 Section 1(c) or Section 1(d); (J) Equipment subject to Purchase Money Security
Interests to the extent permitted under the Credit Agreement and if and for so long as the grant of such security
interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or
interest of any Debtor therein or (ii) a breach or termination or right of termination on behalf of any other party
pursuant to the terms of, or a default under, the purchase agreement in respect of such Equipment; (K) those assets
as to which the Secured Party shall have reasonably determined that the cost of obtaining a valid security interest
therein is disproportionate in relation to the benefit obtained by the Secured Creditors of the security to be afforded
thereby; and (L) those assets as to which, due to a Change in Law, a grant of such security interest therein results in
a significant risk to the officers of the relevant Debtor of contravention of their fiduciary duties and/or of civil or
criminal liability; provided, however, that (i) any such limitation described in clauses (A), (B), (F) and (J) above on
the security interests granted hereunder shall only apply to the extent that any such limitation

3
 could not be rendered ineffective pursuant to the UCC (including, without limitation, Sections 9-406, 9-407, 9-408
or 9-409 thereof (or any successor provision or provisions)) or any other applicable Law or principles of equity, (ii)
any Proceeds, substitutions or replacements of any of the foregoing property shall not be deemed to be Excluded
Collateral unless such Proceeds, substitutions or replacements would constitute such property referred to in clauses
(A) through (L) above and (iii) upon the waiver, termination or elimination of any limitation or prohibition
(howsoever arising) which has previously caused any property to be Excluded Property, the Collateral shall be
deemed to include any such formerly excluded property.

(xi) “General Intangibles” means all general intangibles (as defined in the UCC), including payment intangibles, choses
in action and causes of action and all other assignable intangible personal property of every kind and nature (other
than Accounts) now owned or hereafter acquired, including corporate or other business records, indemnification
claims, contract rights (including rights under leases, whether entered into as lessor or lessee, interest rate protection
agreements and other agreements), permits, licenses, patents, trademarks, copyrights and other Intellectual Property
and infringement claims thereunder, goodwill, registrations, franchises, tax refund claims and any letter of credit,
guarantee, claim, security interest or other security held by or granted to a Debtor to secure payment by an Account
Debtor.

(xii) “Intellectual Property” means all U.S. and foreign patents, trademarks, copyrights, trade names, assumed names,
service marks, patent applications, trademark applications, trade name applications, service mark applications,
copyright applications, design rights and trade secrets and the inventions and improvements described and claimed
in the patents and patent applications, and (a) the reissues, divisions, continuations, renewals, extensions and
continuations in part thereof, (b) all income, royalties, damages and payments now and hereafter due and/or
payable under and with respect thereto, including, without limitation, payments under all licenses entered into in
connection therewith and damages and payments for past or future infringements thereof, (c) the right to sue for
past, present and future infringements thereof, and (d) all rights corresponding thereto throughout the world.

(xiii) “Inventory” means all inventory (as defined in the UCC), including goods, whether now owned or hereafter acquired,
held for sale or lease, or furnished or to be furnished under contracts of service, or consumed in business, including
raw materials, intermediates, work in process, packaging materials, finished goods, semi-finished inventory, scrap
inventory, manufacturing supplies and spare parts, and all such goods that have been returned to or repossessed.

(xiv) “Material Collateral” means the Material Equity Interests and the Material Debt.

(xv) “Material Debt” means the promissory notes payable to one or more Debtors as described on Schedule 6(m)
(collectively, the “Material Notes”) and all other Indebtedness from time to time owed to one or more Debtors;
provided that

4
 Indebtedness owing to a Debtor by a Person that is not a Subsidiary of the Borrower and which has a stated
principal amount of less than $1,000,000 shall not constitute Material Debt hereunder.

(xvi) “Material Equity Interests” means the Equity Interests issued by Material Subsidiaries of a Debtor, including all
securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire any of the
foregoing; provided that Equity Interests described in clauses (F), (G) and (H) of the definition of Excluded
Property shall not constitute Material Equity Interests hereunder.

(xvii) “Patent, Trademark and Copyright Security Agreement ” shall mean an agreement substantially in the form of
Exhibit 1.1(IP) to the Credit Agreement.

(xviii) “Proceeds” means all “proceeds” (as defined in the UCC) of any and all of the Collateral, including, without
limitation, all proceeds in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all
or any part of the Collateral by any governmental body, authority, bureau or agency (or any Person acting under
color of governmental authority) and, to the extent not otherwise included, all payments under insurance (whether
or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss
or damage to or otherwise with respect to any of the Collateral.

(xix) “Proprietary Collateral” means the Intellectual Property listed on Schedule 6(n), together with all other right, title
and interest of a Debtor in Intellectual Property, whether now owned or existing and filed or hereafter acquired or
arising and filed; provided that the Proprietary Collateral shall not include any Excluded Property.

(xx) “Secured Creditors” means the parties defined as such in Section 3(b) of this Security Agreement.

(xxi) “Securities Account” means a securities account (as defined in the UCC).

(xxii) “UCC” means the Uniform Commercial Code in effect from time to time in (A) as to references relating to perfection,
the state under the laws of which a Debtor is formed or organized or any state in which any Collateral is located or
deemed to be located and (B) as to other references, the State of New York.

3. Obligations Secured.

(a) The security interests herein granted shall secure any and all of the Obligations (sometimes herein, collectively, the
“Secured Obligations”), including, without limitation, any Loan Party’s indebtedness and other obligations in respect of the
following:

(i) all principal of and interest on Loans or advances or other extensions of credit to or for the benefit of the
Borrower, which such Loans or advances may be

5
 evidenced by promissory notes (the “Notes”, such term to include all notes and other instruments or securities issued in
exchange therefor or in replacement thereof);

(ii) all Letter of Credit Obligations;

(iii) all obligations arising in connection with Other Lender Provided Financial Service Products;

(iv) all Foreign Currency Hedge Liabilities and all Interest Rate Hedge Liabilities;

(v) all commitment fees and other amounts from time to time owing to the Secured Creditors under or in
connection with the Credit Agreement, this Security Agreement, or any other Loan Document;

(vi) all costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by the Secured
Creditors in the collection of any or all amounts due and payable under the Credit Agreement and in the enforcement of
their rights under the Credit Agreement, the Notes, any Guaranty Agreement, this Security Agreement or any other Loan
Document, in all cases, to the extent and as provided for in the Credit Agreement and such other Loan Documents;

(vii) to the extent not otherwise addressed above, all other Obligations; and

(viii) all extensions, renewals or refinancings thereof, in whole or in part, whether such Obligations, liabilities, or
Indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due,
whether for payment or performance, now existing or hereafter arising and including Obligations, liabilities, and
Indebtedness arising or accruing after the commencement of an Insolvency Proceeding with respect to the Borrower, any
other Loan Party or any Subsidiary or which would have arisen or accrued but for the commencement of such Insolvency
Proceeding, even if the claim for such Obligation, liability, or Indebtedness is not enforceable or allowable in such
Insolvency Proceeding, and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit
under or in connection with the Loan Documents from time to time, regardless of whether any such extensions of credit are
in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which
any condition to extension of credit is not satisfied; provided, however, that notwithstanding anything to the contrary in
the foregoing or otherwise in this Security Agreement, the Secured Obligations shall not include Excluded Hedge
Liabilities.

(b) This Security Agreement is made for the benefit of the Administrative Agent, the Issuing Lender, the Swing Lender, the
Lenders, any Lenders or their Affiliates from time to time providing Lender Provided Foreign Currency Hedges, Lender Provided
Interest Rate Hedges or Other Lender Provided Financial Service Products (collectively, and including the successors and assigns of
each, the “Secured Creditors”) to secure the Secured Obligations. Without limitation of

6
this Section 3, any of the Secured Obligations shall be and remain obligations entitled to the benefit of this Security Agreement even
if any one or more of the Secured Creditors (or any one or more assignees or transferees thereof) from time to time assigns or otherwise
transfers all or any portion of their respective rights and Obligations under the Loan Documents, or any other Secured Obligations, to
any other Person.

4. Grant of License. Each Debtor hereby grants to the Secured Party (and its agents, representatives or assigns), a fully-
paid, royalty-free, worldwide right and license to, upon the occurrence and during the continuance of an Event of Default, (a) use, or
sell or otherwise transfer, any and all of such Debtor’s Collateral which may bear or utilize any of such Debtor’s Intellectual Property;
(b) use or sell any such work-in-process, raw materials or completed or finished products; and (c) accept any and all orders or
shipments of products ordered by such Debtor from manufacturers and use or sell any such products bearing or utilizing any of such
Debtor’s Intellectual Property.

5. Perfection; Further Actions.

(a) The Secured Party is hereby authorized to file (to the extent permitted by applicable law, without the signature of the
applicable Debtor), and each Debtor shall execute, deliver and cause to be filed, such financing statements as the Secured Party
deems necessary or appropriate under applicable law, and otherwise take such other action and execute and deliver such other
assignments, instruments, certificates, affidavits, reports, notices, schedules of accounts, letters of authority, further pledges, powers of
attorney and all other documents, including, without limitation, control agreements in respect of Deposit Accounts (subject to the
provisions of Section 5(d) below), Securities Accounts (subject to the provisions of Section 5(e) below) and commodity accounts
(subject to the provisions of Section 5(f) below), and the Patent, Trademark and Copyright Security Agreement in respect to the
Proprietary Collateral, in each case as the Secured Party may reasonably request, in form and substance reasonably satisfactory to the
Secured Party, to evidence, perfect, or record the Secured Party’s security interest in the Collateral or to enable the Secured Party to
exercise and enforce its rights and remedies with respect to any Collateral; provided that so long as no Event of Default has occurred
and is continuing, no Debtor shall be required to perfect the Secured Party’s security interest in those assets as to which the Secured
Party shall reasonably determine that the cost of perfecting such a security interest is disproportionate in relation to the benefit
obtained by the Secured Creditors of the security to be afforded thereby. Each Debtor hereby authorizes the Secured Party to execute
and file any such financing statement or continuation statement on such Debtor’s behalf. The parties acknowledge that a carbon,
photographic, or other reproduction of this Security Agreement shall be sufficient as a financing statement to the extent permitted by
law.

(b) Each Debtor will, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Secured Party
from time to time, promptly following the reasonable written request of the Secured Party, such lists, descriptions and designations of
its Collateral, warehouse receipts, receipts in the nature of warehouse receipts, bill of lading, documents of title, vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates,
reports and other assurances or instruments and take such further steps relating to the Collateral and other property or rights covered
by the security

7
interest hereby granted, which Secured Party reasonably deems appropriate or advisable to perfect, preserve or protect its security
interest in the Collateral.

(c) For each Deposit Account that any Debtor at any time opens or maintains with an average daily balance in excess of
$500,000 (provided that the aggregate average daily balance of all such accounts excluded by this clause shall not exceed
$2,000,000), such Debtor shall, within 90 days of (i) the opening of such Deposit Account or (ii) with respect to any such Deposit
Account existing on the Closing Date, the Closing Date, take such steps as the Secured Party may reasonably require for the Secured
Party to have control (as defined in the UCC) of such Deposit Account, including either to (x) cause the depositary bank to agree in
writing to comply with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to
time credited to such Deposit Account, without further consent of such Debtor or any other Person, pursuant to an agreement
reasonably satisfactory in form and substance to the Secured Party or (y) arrange for the Secured Party to become the customer of the
depositary bank with respect to the Deposit Account, with such Debtor being permitted, only with the consent of the Secured Party,
to exercise rights to withdraw funds from such Deposit Account. The Secured Party agrees with such Debtor that the Secured Party
shall not give any such instructions or withhold any withdrawal rights from such Debtor unless an Event of Default has occurred and
is continuing, or, after giving effect to any withdrawal, would occur.

(d) For each Securities Account that any Debtor at any time opens or maintains, such Debtor shall, within 90 days of (i)
the opening of such Securities Account or (ii) with respect to any such Securities Account existing on the Closing Date, the Closing
Date, take such steps as the Secured Party may reasonably require for the Secured Party to have control (as defined in the UCC) of
such Securities Account, including either (x) cause the securities intermediary to agree in writing to comply with instructions from
the Secured Party to such securities intermediary directing the disposition of financial assets from time to time credited to such
Securities Account, without further consent of such Debtor or any other Person, pursuant to an agreement reasonably satisfactory in
form and substance to the Secured Party or (y) arrange for the Secured Party to become the customer of the securities intermediary
with respect to the Securities Account, with such Debtor being permitted, only with the consent of the Secured Party, to issue
instructions in respect of such Securities Account. The Secured Party agrees with such Debtor that the Secured Party shall not give
any such instructions or withhold any withdrawal rights from such Debtor unless an Event of Default has occurred and is continuing,
or, after giving effect to any withdrawal, would occur.

(e) For each commodities account (as defined in the UCC) that any Debtor at any time opens or maintains, such Debtor
shall, within 90 days of (i) the opening of such commodities account or (ii) with respect to any such commodities account existing on
the Closing Date, take such steps as the Secured Party may reasonably require for the Secured Party to have control (as defined in the
UCC) of such commodities account, including either (x) cause the commodities intermediary to agree in writing to comply with
instructions from the Secured Party to such commodities intermediary directing the disposition of commodities contracts from time to
time credited to such commodities account, without further consent of such Debtor or any other Person, pursuant to an agreement
reasonably satisfactory in form and substance to the Secured Party or

8
(y) arrange for the Secured Party to become the customer of the commodities intermediary with respect to the commodities account,
with such Debtor being permitted, only with the consent of the Secured Party, to issue instructions in respect of such commodities
account. The Secured Party agrees with such Debtor that the Secured Party shall not give any such instructions or withhold any
withdrawal rights from such Debtor unless an Event of Default has occurred and is continuing, or, after giving effect to any
withdrawal, would occur.

(f) If at any time, any Debtor shall sell oil, gas or other minerals at a wellhead or minehead, such Debtor shall promptly
notify the Secured Party in writing thereof and, at the request of the Secured Party, shall amend this Security Agreement as to such
Debtor to encumber such Debtor’s as-extracted collateral (as defined in the UCC) by the Lien of this Security Agreement.

(g) Each Debtor shall promptly deliver to and deposit with the Secured Party in pledge all of such Debtor’s Material
Notes, certificates, instruments or other documents comprising or evidencing the Material Collateral, together with undated stock
powers, issuer acknowledgments, allonges, instruments or other documents signed in blank by such Debtor. In the event that such
Debtor should ever acquire or receive Material Notes, allonges, certificates, securities, instruments or other documents evidencing the
Material Collateral, such Debtor shall deliver to and deposit with the Secured Party in pledge, all such Material Notes, allonges,
certificates, securities, instruments or other documents which evidence the Material Collateral. Notwithstanding the foregoing, no
Debtor shall be required to deliver to and deposit with the Secured Party in pledge any Material Note which has a stated principal
amount of less than $1,000,000.

(h) To the extent, following the date hereof, any Debtor acquires Equity Interests of a direct Subsidiary (other than any
Equity Interests constituting Excluded Property), all such Equity Interests shall be deemed Collateral and subject to the terms hereof
and upon such acquisition shall be deemed to be hereby pledged to the Secured Party and encumbered by the Lien of this Security
Agreement; and, to the extent such Equity Interests constitute Material Equity Interests, such Debtor, on a quarterly basis
concurrently with the delivery of the financial statements for such quarter pursuant to Section 8.3.1 of the Credit Agreement, shall
deliver all such Material Equity Interests together with an updated Schedule 6(g) hereto to the Secured Party together with all such
documents reasonably requested by the Secured Party (it being understood that no such updated Schedule 6(g) shall be provided if
no such Material Equity Interests were acquired in such quarter).

(i) To the extent, following the date hereof, any Person owes Indebtedness to a Debtor, and such owed Indebtedness
constitutes Collateral, all such owed Indebtedness shall be subject to the terms hereof and upon such acquisition shall be deemed to
be hereby pledged to the Secured Party and encumbered by the Lien of this Security Agreement; and, to the extent such Indebtedness
constitutes Material Note(s), such Debtor, on a quarterly basis concurrently with the delivery of the financial statements for such
quarter pursuant to Section 8.3.1 of the Credit Agreement, shall deliver all such Material Note(s) together with an updated Schedule
6(m) hereto to the Secured Party together with all such documents reasonably requested by the Secured Party

9
(it being understood that no such updated Schedule 6(m) be provided if no such Material Note(s) became owed to a Debtor in such
quarter).

(j) To the extent, following the date hereof, any Debtor acquires any Intellectual Property constituting Proprietary
Collateral, such Intellectual Property shall be deemed Proprietary Collateral and subject to the terms hereof and upon such
acquisition shall be deemed to be hereby pledged to the Secured Party and encumbered by the Lien of this Security Agreement; and,
in confirmation thereof, such Debtor, on a quarterly basis concurrently with the delivery of the financial statements for such quarter
pursuant to Section 8.3.1 of the Credit Agreement, shall deliver an updated Schedule 6(n) hereto to the Secured Party together with
all such documents reasonably requested by the Secured Party, including, without limitation, an executed Patent, Trademark and
Copyright Security Agreement in form reasonably acceptable to the Secured Party.

(k) Each Debtor shall have the duty (i) to prosecute diligently any patent application, trademark application and service
mark application relating to any Proprietary Collateral that is pending as of the date hereof and hereafter until the termination of this
Security Agreement, (ii) to make application on unpatented but patentable inventions, as such Debtor deems appropriate; and
(iii) to take reasonable steps to preserve and maintain all of such Debtor’s rights in any material Proprietary Collateral, including,
without limitation, as appropriate, the use in interstate commerce, the timely payment of fees and the making of filings. No Debtor
shall abandon, or divest itself of, any Proprietary Collateral material to the operation or value of the business of the Debtor without
the prior written consent of the Secured Party.

6. Representations and Agreement as to Collateral. Each Debtor represents that:

(a) Schedule 6(a) hereto sets forth, for each such Debtor, (i) the location of its principal place of business, (ii) the location
of its chief executive office, (iii) any location where its books and records are maintained, (iv) any other location where any
Collateral is located (excluding those locations set forth on Schedule 6(b) and the locations of any inventory which, in the ordinary
course of business, is in transit), (v) its type of organization, (vi) its jurisdiction of formation, (vii) its state organizational
identification number (if any), and (viii) its U.S. federal tax identification number (if any). Except as set forth on Schedule 6(a), the
originals of all documents evidencing all Collateral and contract rights of such Debtor and the only original books of account and
records of such Debtor relating thereto are, and will continue to be, kept at such chief executive office, or at such new locations as
such Debtor may establish in accordance with Section 8, below. All Collateral and contract rights of such Debtor are, and will
continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, the
office locations described above, or such new locations as such Debtor may establish in accordance with Section 8, below.

(b) Except as disclosed on Schedule 6(b), none of the Collateral is in the possession of any bailee, warehouseman,
processor or consignee. No Debtor shall establish any new location for Collateral (other than an immaterial portion thereof) until (i) it
shall have given to the Secured Party not less than 10 days’ prior written notice of its intention so to do, clearly describing such new
location and providing such other information in connection therewith as the Secured Party

10
may reasonably request, and (ii) with respect to such new location, it shall have taken all action, satisfactory to the Secured Party, to
maintain the security interest of the Secured Party in the Collateral intended to be granted hereby at all times fully perfected and in
full force and effect. As of the date hereof, no Debtor has any Collateral located at any location other than as listed on Schedule 6(a)
and 6(b) applicable to it.

(c) Except as disclosed on Schedule 6(c), no Debtor has used or conducted business under any other trade name, assumed
name, fictitious name and other name at any time during the five (5) years prior to the date hereof.

(d) Except as disclosed on Schedule 6(d), no Debtor has merged with, or acquired substantially all of the assets of, any
other entity at any time during the five (5) years prior to the date hereof.

(e) Schedule 6(e) hereto sets forth a true and complete list of (i) all Deposit Accounts owned by each Debtor or in which
any such Debtor’s Collateral consisting of deposits therein is held as of the Closing Date, (ii) all Securities Accounts owned by each
Debtor or in which any such Debtor’s Collateral consisting of financial assets therein is held as of the Closing Date and (iii) all
commodities accounts owned by each Debtor or in which any such Debtor’s Collateral consisting of financial assets therein is held as
of the Closing Date.

(f) Except as disclosed on Schedule 6(f), no Debtor is the holder of a commercial tort claim (as defined in the UCC) in
excess of $1,000,000. If any Debtor shall at any time hold or acquire a commercial tort claim that has a reasonable probability of
yielding net proceeds in excess of $1,000,000, such Debtor shall promptly notify the Secured Party thereof in a writing signed by
such Debtor, which sets forth the details thereof and grants to the Secured Party (for the benefit of the Secured Creditors) a Lien
thereon and on the Proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance
reasonably satisfactory to the Secured Party.

(g) Set forth on Schedule 6(g) are true and complete lists of all Equity Interests owned by each Debtor, including without
limitation, (i) the name of each of each Debtor’s direct Subsidiaries issuing Equity Interests, its jurisdiction of organization and the
amount, percentage and type of Equity Interests in such Subsidiary, (ii) any options, warrants or other rights outstanding to purchase
any such Equity Interests referred to in clause (i) and (iii) a statement of whether such Equity Interests are Material Equity Interests.
Each Debtor has good and marketable title to all of the Material Equity Interests it purports to own, free and clear in each case of any
Lien and all such Material Equity Interests have been validly issued, fully paid and nonassessable. There are no preemptive or other
outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from
any Debtor relating to any Material Equity Interests of any such Debtor.

(h) No Debtor sells oil, gas or other minerals at a wellhead or minehead, unless such Debtor has complied with Section
5(g) above.

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 (i) The Material Collateral does not include Margin Stock and no Loan under the Credit Agreement shall be used for the
purpose of purchasing or carrying Margin Stock. “Margin Stock” as used in this clause (i) shall have the meaning ascribed to such
term by Regulation U of the Board of Governors of the Federal Reserve System of the United States;

(j) There are no restrictions upon the transfer of the Material Collateral and each Debtor has the power and authority and
unencumbered right to transfer the Material Collateral owned by such Debtor without the necessity of obtaining the consent of any
other Person.

(k) There are no actions, suits, or proceedings pending or, to each Debtor’s knowledge, threatened against or affecting
the Material Collateral, at law or in equity or before or by any Official Body, which could adversely affect such Debtor’s performance
of the terms of this Security Agreement.

(l) All rights of each Debtor in connection with its ownership of the Material Equity Interests listed on Schedule 6(g) are
evidenced and governed solely by the stock certificates, instruments or other documents evidencing ownership and organizational
documents of such Subsidiary and no shareholder, voting, or other similar agreements are applicable to any of the Material Equity
Interests or any of such Debtor's rights with respect thereto, and no such certificate, instrument or other document provides that any
member interest, or partnership interest or other intangible ownership interest, constituting Material Equity Interests, is a “Security”
within the meaning of and subject to Article 8 of the UCC; and, the organizational documents of each such Subsidiary contain no
restrictions on the rights of shareholders, members or partners other than those that normally would apply to a company organized
under the laws of the jurisdiction of organization of each such Subsidiary.

(m) Set forth on Schedule 6(m) are true and complete lists of all Material Notes. Each Material Note constitutes a valid
obligation of the maker thereof. No material default has occurred under any Material Note. Each Material Note is either unsecured, or,
if secured, Debtor has a valid, duly perfected security interest in and lien on all of the property that serves to secure its Material Notes.
No Material Note of any Debtor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or
alleged against such Debtor by any Person.

(n) Set forth on Schedule 6(n) are true and complete lists of all Proprietary Collateral registered in the United States
Patent and Trademark Office or the United States Copyright Office, as applicable, that such Debtor now owns or uses in connection
with its business. Each Debtor owns and possesses the valid right to use the Proprietary Collateral, without any known conflict with
the rights of others, and no litigation or proceeding is pending, or, to the best knowledge of the Debtor, threatened against such
Debtor, which might, if successful, adversely affect such Debtor’s interest in the Proprietary Collateral in any material respect.

7. Title to Collateral; Liens; Transfers. Each Debtor represents that:

(a) Such Debtor has (i) good, valid and marketable title to all tangible items owned by it and constituting any portion of
the Collateral with respect to which it has granted the security

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interest hereunder, and good and valid rights in all other Collateral with respect to which it has granted the security interest
hereunder, and (ii) full power and authority to grant to the Secured Party the security interest in such Collateral pursuant hereto and
to execute, deliver and perform its obligations in accordance with the terms of this Security Agreement, without the consent or
approval of any other Person other than any consent or approval that has been obtained prior to the date of execution and delivery of
this Security Agreement.

(b) As of the Closing Date, there is no financing statement (or similar statement or instrument of registration under the
law of any jurisdiction) covering or purporting to cover any interest of any kind of such Debtor in the Collateral, except for any
filings or recordings covering any Liens permitted under Section 8.2.2 of the Credit Agreement. Such Debtor is, and as to any
Collateral acquired by it from time to time after the date hereof such Debtor will be, the owner of all of its Collateral free and clear of
any Liens, other than any Liens permitted under Section 8.2.2 of the Credit Agreement. No Debtor shall encumber, pledge, mortgage,
grant a security interest in, assign, sell, lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation,
dissolution or otherwise, any of the Collateral, other than as permitted by the Credit Agreement. The security interest in favor of the
Secured Party constitutes (or will constitute, after the taking of all actions set forth on Schedule 7(b)) a legal, valid and enforceable
first priority (except as to any Permitted Liens) security interest in all of the Collateral of such Debtor, securing the payment and
performance of the Secured Obligations.

8 . Other Changes Affecting Perfection . No Debtor shall, without giving the Secured Party at least ten (10) Business
Days’ prior written notice thereof and taking such steps, satisfactory to the Secured Party in its sole discretion, as may be necessary or
appropriate to maintain the perfection and full force and effect of the Lien in the Collateral: (a) change its jurisdiction of organization
(including by merging or consolidating with any other corporation, limited liability company, partnership or other entity), (b) change
the location of its chief executive office, (c) change the location from which it maintains its books of account, documents and other
records in respect of its Collateral and contract rights or (d) make any change in such Debtor’s name or adopt or operate under any
trade name, assumed name or fictitious name or otherwise add any name under which such Debtor does business.

9. Voting Rights; Dividends; Etc. (a) So long as no Event of Default has occurred and is continuing:

(i) Each Debtor shall be entitled to (A) receive or retain cash dividends distributed in respect of or in exchange
for any or all of the Material Equity Interests, to the extent permitted under the Credit Agreement, and (B) exercise any and
all voting and other consensual rights pertaining to the Pledge Collateral pledged by such Debtor or any part thereof owned
by such Debtor for any purpose not inconsistent with the terms of this Security Agreement or the Credit Agreement;
provided, however, that such Debtor shall not exercise or refrain from exercising any such right if such action or inaction
could reasonably be expected to have a material adverse effect on the value of the Material Collateral or any part thereof;
and

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 (ii) The Secured Party shall execute and deliver (or cause to be executed and delivered) to each Debtor all such
proxies and other instruments as such Debtor may reasonably request for the purpose of enabling such Debtor to exercise the
voting and other rights such Debtor is entitled to exercise pursuant to paragraph (i) above.

(b) Upon the occurrence of an Event of Default which is continuing all rights of such Debtor to receive dividends or to
exercise the voting and other consensual rights that such Debtor would otherwise be entitled to exercise pursuant to Section 9(a)(i)
shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to
exercise such voting and other consensual rights.

Without limiting the generality of the foregoing and in addition thereto, without the written consent of the Secured Party, such
Debtor shall not vote to enable, or take any other action to permit, any of its Subsidiaries which has issued Material Equity Interests
to issue any Equity Interests or other ownership interests convertible into or granting the right to purchase or exchange for any
Equity Interests or other ownership interests of any nature of any such Subsidiary, and all such additional Equity Interests consented
to by the Secured Party shall be deemed Material Collateral subject to the terms of this Agreement. No Debtor shall enter into any
agreement or undertaking restricting the right or ability of such Debtor or the Secured Party to sell, assign or transfer any of the
Material Collateral.

10. [Reserved.]

11. Maintenance of Records. Each Debtor will keep and maintain at its own cost and expense, in accordance with sound
business practices, records of its Collateral and contracts, including, but not limited to, records of all payments received, all credits
granted thereon, and all other dealings therewith. Each Debtor shall, at its own cost and expense, if requested by the Secured Party,
deliver to the Secured Party copies of all documents evidencing its Collateral and contracts and copies of such other documents
relating to the Collateral as the Secured Party may reasonably request. If the Secured Party so directs after the occurrence and during
the continuance of an Event of Default, each Debtor shall legend, in form and manner reasonably satisfactory to the Secured Party,
the Collateral and contracts, as well as books, records and documents of such Debtor evidencing or pertaining to the Collateral with
an appropriate reference to the fact that the Collateral and contracts have been assigned to the Secured Party and that the Secured
Party has a security interest therein.

1 2 . Limitations on Dispositions of Collateral. No Debtor shall sell, transfer, lease or otherwise dispose of any of the
Collateral, or attempt, offer or contract to do so, except (i) for, so long as no Event of Default has occurred and is continuing, the
disposition of Inventory and obsolete or worn out Collateral in the ordinary course of business and (ii) as otherwise permitted under
the Credit Agreement. Upon any sale, transfer, lease or other disposition of any item of Collateral permitted under the Credit
Agreement, the pledge and security interest granted hereby in such Collateral shall immediately and automatically terminate, and all
rights to such Collateral

14
shall revert to the applicable Debtor, in each case without any further action by the Secured Party or any other Person.

13. Cash Collateral Account. At the request of the Secured Party upon and during the continuance of an Event of Default:

(a) All Collections into Cash Collateral Account; Receipt in Trust . All Proceeds of Collateral (“Collections”)
shall be deposited, in the identical form in which such payment was made (except for any necessary endorsements), whether
by cash or check, into an account (the “Cash Collateral Account”) designated by the Secured Party maintained at PNC Bank,
National Association pursuant to a restricted account agreement among the Secured Party, the Debtors and the Depository
Bank in form and substance reasonably satisfactory to the Secured Party (together with any amendment thereto or
replacement thereof, the “Restricted Account Agreement ”). Any Collections received directly by any Debtor shall be
deemed held by such Debtor in trust and as fiduciary for the Secured Party. As provided above, such Debtor immediately
shall deposit any such Collection, in its original form, into the Cash Collateral Account. Pending such deposit, each Debtor
agrees that it will not commingle any such Collection with any of such Debtor’s other funds or property, but will hold it
separate and apart therefrom in trust and as fiduciary for the Secured Party until deposit is made into the Cash Collateral
Account.

( b ) Cash Collateral Account . The Depository Bank shall acknowledge and agree, in a manner reasonably
satisfactory to the Secured Party, that all Collections deposited in the Cash Collateral Account are the sole and exclusive
property of the Secured Party for the benefit of the Secured Creditors, that the Depository Bank shall have no right to setoff
(except as the Secured Party may expressly agree upon in writing) against the Cash Collateral Account. In accordance with
the terms of the Restricted Account Agreement, the Depository Bank will wire, or otherwise transfer immediately available
funds in a manner reasonably satisfactory to the Secured Party, all Collections and remittances deposited into the Cash
Collateral Account on a daily basis as soon as good funds in respect to such Collections are collected. All funds in the Cash
Collateral Account shall be deemed to be the property of the Secured Party for the benefit of the Secured Creditors and shall
be subject only to the signing authority designated from time to time by the Secured Party. No Debtor shall have any interest
therein or control over such funds. The Secured Party shall have sole access to the Cash Collateral Account, and no Debtor
shall have access thereto. To the extent funds in the Cash Collateral Account were to be construed to be the property of such
Debtor, such Debtor hereby confirms and re-grants to the Secured Party a security interest in all funds and other items held in
the Cash Collateral Account as security for the Secured Obligations. The Cash Collateral Account shall not be subject to any
deduction, set-off, banker’s lien or any other right in favor of any person or entity other than the Secured Party. Subject to
the Secured Party’s other rights and remedies upon and during the continuance of an Event of Default, deposits to the Cash
Collateral Account shall, in the sole discretion of the Secured Party, be applied against the principal and/or interest of the
Loans and/or other Secured Obligations as hereinafter provided.

15
 14. Protection of Collateral; Reimbursement; Defense of Material Collateral. All insurance expenses and all expenses of
protecting, storing, warehousing, insuring, handling, maintaining, and shipping any Collateral, any and all excise, property, sales,
use, or other taxes imposed by any state, federal, or local authority on any of the Collateral, or in respect of the sale thereof, or
otherwise in respect of each Debtor’s business operations which, if unpaid, could result in the imposition of any Lien upon the
Collateral, shall be borne and paid by the Debtors. If any Debtor fails to promptly pay any portion thereof when due, except as may
otherwise be permitted under this Security Agreement or under any of the other Loan Documents, the Secured Party, at its option,
may, but shall not be required to, pay the same. All sums so paid or incurred by the Secured Party for any of the foregoing and any
and all other sums for which the Debtors may become liable under this Security Agreement and all costs and expenses (including
attorneys’ fees and paralegals’ fees, legal expenses, and court costs, expenses and other charges related thereto) which the Secured
Party may incur in enforcing or protecting its Liens on or rights and interests in the Collateral or any of its rights or remedies under
this Security Agreement or any other agreement between the parties to this Security Agreement or in respect of any of the transactions
to be had under this Security Agreement shall be repayable on demand and, until paid by the Debtors to the Secured Party with
interest thereon at a rate per annum equal to the rate that would be applicable to Base Rate Option Revolving Credit Loans (the
“Specified Rate”), shall be additional Secured Obligations under this Security Agreement secured by the Collateral. Unless otherwise
provided by Law, the Secured Party shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for
any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier,
forwarding agency, or other Person whomsoever. Each Debtor shall use commercially reasonable efforts to appear in and defend any
action or proceeding of which such Debtor is aware which could reasonably be expected to materially and adversely affect the
Secured Party's interest in the Material Collateral or the proceeds thereof; provided, however, that with the prior written consent of
the Secured Party such Debtor may settle such actions or proceedings with respect to the Material Collateral, which consent shall not
be unreasonably withheld or delayed.

1 5 . Inspection; Verification . During regular business hours and after reasonable notice to the applicable Debtor, the
Secured Party (by any of its officers, employees, agents, representatives, or designees) shall have the right to inspect such Debtor’s
Collateral and to inspect all books, records, journals, orders, receipts, or other correspondence related thereto (and to make extracts or
copies thereof as the Secured Party may desire) and to inspect the premises upon which any of the Collateral is located for the
purpose of verifying the amount, quality, quantity, value, and condition of, or any other matter relating to, the Collateral. The
Secured Party’s rights under this Section 15 shall be subject to the provisions of Sections 8.1.5 and 11.9 of the Credit Agreement.

16. Status of Collateral. Each Debtor agrees to advise the Secured Party promptly, in sufficient detail, of any material
change relating to the type, quantity or quality of the Collateral, or any event which could have a Material Adverse Change on the
value of the Collateral or on the security interests granted to the Secured Party herein.

16
 17. General Appointment as Attorney-in-Fact . In addition to any other provisions of this Security Agreement, upon the
occurrence and during the continuation of an Event of Default, each Debtor hereby irrevocably constitutes and appoints the Secured
Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time
following the occurrence and during the continuance of an Event of Default, in the Secured Party’s discretion, for the purpose of
carrying out the terms of this Security Agreement, without notice (except as specifically provided herein) to or assent by such Debtor,
to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Security Agreement, including, without limiting the generality of the foregoing, the power and right,
on behalf of such Debtor, to do the following, upon notice to such Debtor: (a) to pay or discharge taxes, liens, security interests or
other encumbrances levied or placed on or threatened against the Collateral (other than any taxes not required to be discharged
pursuant to the Credit Agreement or liens, security interests or other encumbrances permitted under the Credit Agreement), to effect
any repairs or any insurance, called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and
the costs thereof, and otherwise to itself perform or comply with, or otherwise cause performance or compliance with, any of the
covenants or other agreements of such Debtor contained in this Security Agreement which such Debtor has failed to perform or with
which such Debtor has not complied; (b) to commence and prosecute any suits, actions or proceedings at law or in equity in any court
of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (c) to
defend any suit, action or proceeding brought against such Debtor with respect to any Collateral; (d) to settle, compromise or adjust
any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party
may deem appropriate; (e) to generally sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the
Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes; (f) endorse such
Debtor’s name on all applications, documents, papers and instruments necessary or desirable for the Secured Party in the use of the
Proprietary Collateral; and (g) grant or issue any exclusive or non-exclusive license under the Proprietary Collateral to anyone, and
to do, at the Secured Party’s option and such Debtor’s expense, at any time, or from time to time, all acts and things which the
Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in
order to effect the intent of this Security Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies
all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable.

18. Secured Party, Secured Creditors Not Liable; Waivers.

(a) The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not
impose any duty upon it or any Secured Creditor to exercise any such powers. The Secured Party shall be accountable only for
amounts that it actually receives as a result of the exercise of such powers, and neither it nor any Secured Creditor nor any of their
respective officers, directors, employees or agents shall be responsible to the Debtors for any act or failure to act, except for its failure
to exercise reasonable care in the custody of any Collateral in its

17
possession, its own gross negligence or its own willful misconduct, as determined in a final judgment by a court of competent
jurisdiction.

(b) Except as otherwise provided in this Security Agreement, EACH DEBTOR HEREBY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY’S
TAKING POSSESSION OR THE SECURED PARTY’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT
LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY
SUCH RIGHT WHICH SUCH DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE
UNITED STATES OR OF ANY STATE, and each Debtor hereby further waives, to the extent permitted by law:

(i) all damages occasioned by such taking of possession except any damages which are the direct result of the
Secured Party’s failure to exercise reasonable care in taking of possession of any such Collateral, gross
negligence or willful misconduct as determined by a court of competent jurisdiction by final and
nonappealable judgment;

(ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the
enforcement of the Secured Party’s rights hereunder; and

(iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force
under any applicable law in order to prevent or delay the enforcement of this Security Agreement or the
absolute sale of the Collateral or any portion thereof, and each Debtor for itself and all who may claim
under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title,
interest, claim and demand, either at law or in equity, of the applicable Debtor therein and thereto, and shall be a perpetual bar both at
law and in equity against such Debtor and against any and all persons claiming or attempting to claim the Collateral so sold,
optioned or realized upon, or any part thereof, from, through and under such Debtor.

19. Authority to Execute Transfers. Without limitation of any authorization granted to the Secured Party hereunder, each
Debtor also hereby authorizes the Secured Party, upon the occurrence and continuance of an Event of Default, to execute, in
connection with the exercise by the Secured Party of its remedies hereunder, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral.

2 0 . Performance by Secured Party of Debtor’s Obligations. If any Debtor fails to perform or comply with any of its
agreements contained herein and the Secured Party shall itself perform or comply, or otherwise cause performance or compliance,
with such agreement, the

18
expenses of the Secured Party incurred in connection with such performance or compliance, together with interest thereon at the
Specified Rate in effect from time to time, shall be payable by the Debtors to the Secured Party on demand and shall constitute
Secured Obligations secured hereby. The Secured Party will notify the Debtors as soon as it is practicable of any action taken by it of
the nature referred to herein.

21. Reinstatement. The provisions of this Security Agreement shall remain in full force and effect and continue to be
effective should any petition be filed by or against any Debtor for liquidation or reorganization, should such Debtor become
insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part
of such Debtor’s assets or should any other financial impairment occur, and shall continue to be effective or be reinstated, as the case
may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a
“voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated
and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

2 2 . Termination of Security Interest; Release of Collateral . Upon the payment in full of all Secured Obligations and
termination of all of the Commitments (other than Obligations, such as indemnities, which, by their terms survive the payment in full
of the Loans and termination of all of the Commitments): (a) the security interests and licenses granted to the Secured Party under this
Security Agreement shall terminate, (b) all rights to the Collateral shall revert to the applicable Debtor, (c) the Secured Party will, at
the Debtors’ expense, execute and deliver to the applicable Debtor such documents as such Debtor may reasonably request to
evidence the termination of such security interests and the release of such Collateral, and (d) this Security Agreement shall be
terminated, and the Debtors shall have no further liabilities or obligations thereunder (except any liabilities and/or obligations which
under the terms of this Security Agreement survive termination of such agreement). If (A) all of a majority of the Equity Interests of a
Debtor or any of its successors in interest under this Agreement shall be sold or otherwise disposed of (including by merger or
consolidation) or (B) a Debtor shall liquidate or dissolve, in each case under clauses (A) and (B) above, as permitted under the Credit
Agreement, then, the obligations of such Debtor or such successor in interest, as the case may be, hereunder shall automatically be
discharged and released without any further action by the Secured Party or any other Person effective as of the time of such sale,
disposition, merger, consolidation, liquidation or dissolution. Upon the written request of the Debtors, the Secured Party shall also, at
the applicable Debtor’s expense, provide such documents and take such actions as such Debtor may reasonably request to evidence
or effectuate any automatic release of a Debtor or of a security interest, as provided in this Section 22 and Section 12, above.

23. Events of Default. Any of the following shall be an “Event of Default” under this Security Agreement:

19
 (a) any Debtor’s failure to perform when due any agreement or covenant to be performed by such Debtor
pursuant to the terms of this Security Agreement (subject to the notice and cure provisions of Section 9.1.5
of the Credit Agreement); or

(b) the occurrence of any other “Event of Default” under the Credit Agreement or any other Loan Document.

24. Certain Remedies. In addition to the rights and remedies set forth in Section 25, below, upon the occurrence and
during the continuance of an Event of Default, the Secured Party shall have the right, in any Debtor’s or the Secured Party’s name to:
(i) notify Account Debtors and other persons indebted to such Debtor of the Secured Party’s interest in any such amounts payable to
such Debtor, to instruct such Account Debtors and other Persons to remit such amounts directly to the Secured Party, and, upon
collection of the same and apply same to the Secured Obligations, (ii) demand payment of the Collateral, (iii) enforce payment of the
Collateral, by legal proceedings or otherwise, (iv) exercise all of such Debtor’s rights and remedies with respect to the collection of
the Collateral, (v) settle, adjust, compromise, extend, or renew the Collateral, (vi) settle, adjust, or compromise any legal proceedings
brought to collect the Collateral, (vii) if permitted by applicable law, sell or assign the Collateral upon such terms, for such amounts,
and at such time or times as the Secured Party deems advisable, (viii) discharge and release the Collateral, (ix) take control, in any
manner, of any item of payment or Proceeds relating to any Collateral, (x) prepare, file, and sign such Debtor’s name on a proof of
claim in bankruptcy or similar document against any Account Debtor, and (xi) endorse the name of such Debtor upon any of the
items of payment or Proceeds relating to any Collateral and deposit the same to the account of the Secured Party on account of the
Secured Obligations. Without limiting the generality of the foregoing, the Secured Party shall have the right, in such Debtor’s or the
Secured Party’s name to:

(a) instruct the obligor or obligors on any agreement, instrument or other obligation constituting the Collateral
to make any payment required by the terms of such instrument or agreement directly to the Secured Party;
and

(b) withdraw any or all monies, investment property, or instruments or other financial assets in any deposit
account or securities account for application to the Secured Obligations.

2 5 . Additional Remedies. Upon the occurrence and during the continuance of an Event of Default, to the extent
permitted by applicable law and in addition to any other right or remedy provided for in this Security Agreement, the Secured Party
shall have each of the following rights and remedies:

(a) General Rights and Remedies. The Secured Party shall have all of the rights and remedies of a secured party
under the UCC or under other applicable law, and the Secured Party shall have all other legal and equitable rights to which
the Secured Party may be entitled, all of which rights and remedies shall be cumulative, and none of which

20
 shall be exclusive, to the extent permitted by law, in addition to any other rights or remedies contained in this Security
Agreement or in any of the other Loan Documents.

( b ) Possession of Collateral. The Secured Party shall have the right to take immediate possession of the
Collateral and all Proceeds relating to such Collateral (from such Debtor or any other person who then has possession of any
part thereof, with or without notice or process of law) and: (i) require such Debtor, at such Debtor’s expense, to assemble the
Collateral and make it available to the Secured Party at such Debtor’s place of business or other location designated by the
Secured Party that is reasonably convenient to such Debtor (it being understood that such Debtor’s obligation so to deliver
the Collateral is of the essence of this Security Agreement and that, accordingly, upon application to a court of equity
having jurisdiction, the Secured Party shall be entitled to a decree requiring specific performance by such Debtor of said
obligation) or (ii) enter any of the premises of such Debtor or wherever any Collateral shall be located and to keep and store
the same on such premises until sold. The Secured Party may direct such Debtor in writing to deliver Collateral to the
Secured Party at any place or places reasonably designated by the Secured Party, in which event such Debtor shall at its own
expense:

(i) forthwith cause the same to be moved to the place or places so reasonably designated by the
Secured Party and there delivered to the Secured Party,

(ii) store and keep any Collateral so delivered to the Secured Party at such place or places pending
further action by the Secured Party, and

(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as
shall be necessary to protect the same and to preserve and maintain them in good condition.

If the premises on which the Collateral is located is owned or leased by such Debtor, then such Debtor shall not charge the
Secured Party for storage of such Collateral on such premises for a period of at least one hundred eighty (180) days after the
date on which Secured Party enters onto such premises and takes possession of the Collateral.

(c) License to Liquidate. The Secured Party is hereby granted an exclusive license or other right to use, without
charge, each Debtor’s labels, patents, copyrights, rights of use of any name or trade secrets, as it pertains to the Collateral, in
advertising for sale and selling any Collateral and such Debtor’s rights under all licenses and all franchise agreements shall
inure to the Secured Party’s benefit.

( d ) Foreclosure of Liens. The Secured Party shall have the right to foreclose the Liens created under this
Security Agreement and each of the other Loan Documents or under any other agreement relating to the Collateral.

21
 (e) Disposition of Collateral. The Secured Party shall have the right to sell or to otherwise dispose of all or any
Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale or sales,
wholesale dispositions, or sales pursuant to one or more contracts, with such notice as may be required by law, in lots or in
bulk, for cash or on credit, all as the Secured Party, in its discretion, may deem advisable. Each Debtor acknowledges and
covenants that ten (10) days prior written notice to such Debtor of any public or private sale or other disposition of
Collateral shall be reasonable notice thereof, and such sale shall be at such Debtor’s premises or at such other locations
where the Collateral then is located, or as otherwise determined by the Secured Party. The Secured Party shall have the right
to conduct such sales on such Debtor’s premises, without charge therefor, and such sales may be adjourned from time to time
in accordance with applicable law without further requirement of notice to such Debtor, and such Debtor shall permit the
Secured Party to conduct a sale or sales from such premises at any time and from time to time and permit purchasers and
prospective purchasers access to such premises and the Collateral for the purposes of inspecting, bidding, removal of
Collateral and other activities incident to such sale. The Secured Party shall have the right to bid or credit bid any such sale
on its own behalf. Each Debtor recognizes and acknowledges that the Secured Party may be unable to effect a public sale of
all or a part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or
hereafter in effect, or in applicable Blue Sky or other state securities laws, as now or hereafter in effect, but may be compelled
to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to
acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each
Debtor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Collateral
were sold at public sales, and that the Secured Party has no obligation to delay sale of any such Collateral for the period of
time necessary to permit such Debtor, even if such Debtor would agree, to register such Collateral for public sale under such
applicable securities laws. Each Debtor agrees that private sales made under the foregoing circumstances shall not be
deemed to have been made in a commercially unreasonable manner by that fact alone.

(f) Rights and Remedies Concerning Proprietary Collateral. Without limiting the generality of Sections 24 and
25 hereof, the Secured Party may take any or all of the following actions: (i) declare the entire right, title and interest of such
Debtor in each of the patents, copyrights, trademarks and other Proprietary Collateral vested, in which event such right, title
and interest shall immediately vest in the Secured Party, in which case such Debtor agrees to execute an assignment in form
and substance reasonably satisfactory to the Secured Party or all its right, title, and interest to such Proprietary Collateral to
the Secured Party; (ii) take and practice, use or sell the Proprietary Collateral; (iii) direct such Debtor to refrain, in which
event such Debtor shall refrain, from using or practicing the Propriety Collateral directly or indirectly, and such Debtor shall
execute such other and further documents as the Secured Party may request further to confirm this and to transfer ownership
of the Proprietary Collateral to the Secured Party and (iv) bring suit in its own name to enforce the patents, trademarks,
copyrights or service marks secured hereby and, if

22
 the Secured Party shall commence any such suit, each Debtor shall, at the request of the Secured Party, do any and all lawful
acts and execute any and all proper documents required by the Secured Party in aid of such enforcement.

(g) Rights and Remedies Concerning Material Collateral. Without limiting the generality of Sections 24 and 25
hereof, the Secured Party may take any or all of the following actions: (a) transfer into its own name, or into the name of its
nominee, all or any part of the Material Collateral, thereafter receiving all dividends, income or other distributions upon the
Material Collateral (including, without limitation, any and all monies, claims and other amounts due and to become due at
any time in respect of or arising out of the Material Notes); (b) take control of and manage all or any of the Material
Collateral, including, without limitation, exercising any right, power or privilege granted thereunder and (c) apply to the
payment of any of the Secured Obligations, whether any be due and payable or not, any moneys, including cash dividends
and income from any Material Collateral, now or hereafter in the hands of the Secured Party or any Affiliate of the Secured
Party, on deposit or otherwise, belonging to any Debtor, as the Secured Party in its sole discretion shall determine.

26. Application of Proceeds. All Collateral and Proceeds of Collateral obtained and realized by the Secured Party from
the exercise of remedies hereunder or under any other documents relating to this Security Agreement shall, unless otherwise required
by the terms of the other Loan Documents or by applicable law, be applied as provided in Section 9.2.4 of the Credit Agreement.

27. Agent. The Secured Party will hold in accordance with this Security Agreement all items of the Collateral at any time
received under this Security Agreement. The acceptance by the Secured Party of this Security Agreement, with all the rights, powers,
privileges and authority so created, shall not at any time or in any event obligate the Secured Party to appear in or defend any action
or proceeding relating to the Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any
money or incur any expenses or perform or discharge any obligation, duty or liability under the Collateral. Each Debtor and, by
accepting the benefits of this Security Agreement, each Secured Creditor acknowledges and agrees that the rights and obligations of
the Secured Party shall be as set forth in Section 10 of the Credit Agreement. Notwithstanding anything to the contrary contained in
Section 10 of the Credit Agreement, this Section 27, and the duties and obligations of the Secured Party set forth herein, may not be
amended or modified without the consent of the Secured Party.

28. Enforcement on Behalf of Secured Creditors. The Secured Creditors agree by their acceptance of the benefits hereof
that this Security Agreement may be enforced on their behalf only by the action of the Secured Party, acting upon the instructions of
the Required Lenders and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this
Security Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies
may be exercised by the Secured Party, for the benefit of the Secured Creditors, upon the terms of this Security Agreement.

23
 29. Binding Effect; No Other Beneficiaries. This Security Agreement shall become effective when it shall have been
executed by the Debtors and by the Secured Party and thereafter shall be binding upon and inure to the benefit of the Debtors and the
Secured Party and their respective permitted successors and assigns. No creditor of any Debtor, or other person claiming by, through
or under such Debtor or any of its Affiliates, other than the Secured Party and the other Secured Creditors, and their respective
successors and assigns, shall be a beneficiary or third party beneficiary of this Security Agreement or otherwise shall derive any right
or benefit herefrom.

30. Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder
shall be in writing (including telegraphic, telex, facsimile transmission, email or cable communication) and mailed, telegraphed,
telexed, transmitted, cabled or delivered, (i) if to a Debtor, at its address specified in or pursuant to the Credit Agreement and
(ii) if to the Secured Party, at its address specified in or pursuant to the Credit Agreement, or in any case at such other address as any
such party listed may hereafter notify the others in writing. All such notices and communications shall be mailed, telegraphed,
telexed, telecopied, emailed or cabled or sent by overnight courier, and shall be effective when received, unless otherwise provided
in the Credit Agreement.

31. Governing Law. This Security Agreement shall be governed by and construed in accordance with the Laws of the
State of New York and the respective rights and obligations of the Debtors and the Secured Party shall be governed by, and construed
in accordance with, the law of the State of New York (without reference to the conflicts of law principles thereof other than Section 5-
1401 of the New York General Obligations Law); provided that the UCC shall govern the attachment and perfection of the security
interests created hereby.

32. Severability of Provisions; Captions. Any provision of this Security Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
The several captions to sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the
provisions of this Security Agreement.

3 3 . Effectiveness of Security Documents. Some or all of the Debtors may execute and deliver to the Secured Party
additional Loan Documents granting Liens in favor of the Secured Party governed by the laws of New York or of other jurisdictions,
including foreign jurisdictions; and some or all of such other Loan Documents may also grant rights and interests in property that is
part of the Collateral hereunder. All such rights and interests granted to the Secured Party in such other Loan Documents are intended
to be, and shall be, cumulative with the rights and interests granted to the Secured Party, for the benefit of the Secured Creditors, in
this Security Agreement; and this Security Agreement shall not be construed to impugn the effectiveness of, or the security interests
or other Liens granted by, any of such other Loan Documents, nor shall any of such other Loan Documents be construed to impugn
the effectiveness of, or the security interests or other Liens granted by, this Security Agreement.

24
 34. Amendments, Waivers. No amendment to or waiver of any provision of this Security Agreement, and no consent to
any departure by any party hereto, shall be effective unless in a writing signed by the other party pursuant to Section 11.1 of the
Credit Agreement. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given.

3 5 . Counterparts; Signatures. This Security Agreement may be executed manually, by electronic transmission or by
facsimile by the parties hereto, in any number of counterparts, each of which, when so executed, shall be deemed an original, but all
such counterparts shall constitute but one and the same instrument.

36. Entire Agreement. This Security Agreement and the Loan Documents referred to in or otherwise contemplated by this
Security Agreement set forth the entire agreement of the parties as to the transactions contemplated by this Security Agreement.

37. Specific Performance. Each Debtor acknowledges and agrees that, in addition to the other rights of the Secured Party
hereunder and under the other Loan Documents, because the Secured Party's remedies at law for failure of such Debtor to comply with
the provisions hereof relating to the Secured Party's rights (i) to inspect the books and records related to the Collateral, (ii) to receive
the various notifications such Debtor is required to deliver hereunder, (iii) to obtain copies of agreements and documents as provided
herein with respect to the Collateral, (iv) to enforce the provisions hereof pursuant to which such Debtor has appointed the Secured
Party its attorney-in-fact, and (v) to enforce the Secured Party's remedies hereunder, would be inadequate and that any such failure
would not be adequately compensable in damages, such Debtor agrees that each such provision hereof may be specifically enforced.

38. JURY TRIAL WAIVER . EACH DEBTOR AND THE SECURED PARTY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY
DEBTOR, THE SECURED PARTY, THE LENDERS, ANY OTHER SECURED CREDITOR, ANY DEBTOR OR ANY SUBSIDIARY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT, OR ANY
NOTE, GUARANTY OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, WITH THE CREDIT AGREEMENT OR WITH THE TRANSACTIONS RELATED THERETO. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this
transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other statutory and common law
claims. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS OF THIS SECURITY AGREEMENT. In the event of litigation, this provision may be filed as a written consent to a
trial by the court.

3 9 . Ferroglobe PLC Pledge Limitations. Notwithstanding anything to the contrary contained herein, the Borrower is
entering into this Security Agreement solely to grant a security

25
interest in all of the Borrower’s right, title and interest in the Equity Interests issued by Globe Specialty Metals, Inc. (the “Globe
Equity Interests”), and the representations, warranties, covenants and other provisions of this Security Agreement shall apply to the
Borrower solely with respect to the Globe Equity Interests.

[No further provisions are on this page; the next page is the signature page.

26
 IN WITNESS WHEREOF, the parties have caused this Security Agreement to be executed by their respective officers and
agents thereunto duly authorized, as of the date first above written.

DEBTORS:

EXECUTED by FERROGLOBE PLC

acting by a Director in [Signature of Director]
the presence of
................................………………..

[Signature of witness]

................................………………..

Name:

Address:

Occupation:

S-1
[Signature Page to US Security Agreement]
 GLOBE SPECIALTY METALS, INC., a
Delaware corporation

By: __________________________________
Name: ________________________________
Title: _________________________________
ALABAMA SAND AND GRAVEL, INC., a
Delaware corporation
GLOBE METALLURGICAL INC., a Delaware
corporation
ALDEN RESOURCES LLC, a Delaware limited
liability company
ARL RESOURCES, LLC, a Delaware limited
liability company
ARL SERVICES, LLC, a Delaware limited
liability company
ALDEN SALES CORP, LLC, a Delaware limited
liability company
CORE METALS GROUP HOLDINGS LLC, a
Delaware limited liability company
CORE METALS GROUP LLC, a Delaware
limited liability company
METALLURGICAL PROCESS MATERIALS,
LLC, a Delaware limited liability company
TENNESSEE ALLOYS COMPANY, LLC, a
Delaware limited liability company
GSM SALES, INC., a Delaware corporation
NORCHEM, INC., a Florida corporation
GATLIFF SERVICES, LLC, a Delaware limited
liability company

By: __________________________________
Name: ________________________________
Title: _________________________________

S-2
[Signature Page to US Security Agreement]
 SECURED PARTY:

PNC BANK, NATIONAL

ASSOCIATION, as Administrative Agent

By: __________________________________
Name: ________________________________
Title: _________________________________

S-3
[Signature Page to US Security Agreement]
 Schedule 6(a)
Place of Business, Jurisdiction Where Organized, Locations of Collateral

Organizational Information:

Debtor Type of Organization Jurisdiction of State Organizational U.S. Federal Tax

Formation Identification Number Identification Number
20-055624

Locations:

Debtor Principal Place of Business Chief Executive Office Location of Books and Other Locations
Records
Schedule 6(b)
Collateral in Possession of Bailee, Warehouseman, Processor or Consignee:

Debtor Name / Location Nature of Relationship

 Schedule 6(c)
Other names

Schedule 6(d)
Mergers, Acquisitions, etc.

Schedule 6(e)
Deposit Accounts

Name and
Address
Debtor Type of Account of Bank Account Number

Securities Accounts

Name and
Address
Debtor Type of Account of Securities Intermediary Account Number

Commodities Accounts

Name and
Address
of Commodities
Debtor Type of Account Intermediary Account Number
 Schedule 6(f)
Commercial Tort Claims

Schedule 6(g)
Equity Interests

Schedule 6(m)
Material Notes

Schedule 6(n)
Proprietary Collateral

Patents:

Patent Applications:

Copyrights:

Copyright Applications:

Trademarks, Trade Name and Service Marks:

Trademark Applications:

Domain Names:
 Schedule 7(b)
Taking of Actions That Shall Constitute a Legal, Valid, and Enforceable First Priority Security
Interest in All of the Collateral of Such Debtor
 EXHIBIT 1.1(S)(2)

UK SECURITY AGREEMENT
[See attached]
 DATED 2018

FERROGLOBE PLC
as Borrower (1)

and

PNC BANK, NATIONAL ASSOCIATION

as UK Security Trustee (2)

DEBENTURE

Squire Patton Boggs (UK) LLP

6 Wellington Place
Leeds LS1 4AP
United Kingdom
DX 321081 Leeds 18

O +44 113 284 7000

F +44 113 284 7001

Reference TXT1/SQU.038-0352
 CONTENTS

1 INTERPRETATION
1
2 COVENANT TO PAY
6
3 FIXED CHARGES
6
4 FLOATING CHARGE
6
5 CONTINUING SECURITY
8
6 REPRESENTATIONS AND WARRANTIES
10
7 GENERAL UNDERTAKINGS
11
8 ACCOUNTS AND RECEIPTS
12
9 MONETARY CLAIMS
13
10 SHARES
14
11 INTELLECTUAL PROPERTY
16
12 FURTHER ASSURANCE
17
13 POWER TO REMEDY
17
14 ENFORCEMENT OF SECURITY
17
15 ADMINISTRATORS AND RECEIVERS
18
16 APPLICATION OF PROCEEDS
21
17 POWER OF ATTORNEY
21
18 PROTECTION OF UK SECURITY TRUSTEE AND RECEIVERS
22
19 PROTECTION OF THIRD PARTIES
22
20 DELEGATION BY UK SECURITY TRUSTEE
22
21 REDEMPTION OF PRIOR MORTGAGES
23
22 RELEASE OF THE SECURITY
23
23 PAYMENTS
23
24 COSTS AND EXPENSES
23
25 ASSIGNMENTS AND TRANSFERS
24
26 REMEDIES AND WAIVERS
24

i
27 SET-OFF
24
28 ADDITIONAL PROVISIONS
25
29 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION
26
30 GOVERNING LAW
26
31 ENFORCEMENT AND JURISDICTION
26
32 COUNTERPARTS AND EFFECTIVENESS
28
SCHEDULE 1 DETAILS OF CERTAIN ASSETS
29
PART 1 REGISTERED INTELLECTUAL PROPERTY
29
PART 2 SHARES
30
PART 3 CHARGED ACCOUNTS
31
SCHEDULE 2 FORMS OF NOTICE AND ACKNOWLEDGEMENT
32
PART 1
32
PART 1A FORM OF NOTICE TO BANK WITH WHOM ACCOUNT MAINTAINED
32
PART 1B FORM OF ACKNOWLEDGEMENT
34
SIGNATURES
36

ii
DATE OF DEBENTURE 2018

PARTIES

(1) FERROGLOBE PLC (Company Number 09425113) whose registered office is at 5 Fleet Place, London, England EC4M 7RD
(the "Borrower")

(2) PNC BANK, NATIONAL ASSOCIATION as Administrative Agent and trustee for the Secured Parties (the " UK Security
Trustee", which expression includes any person which is for the time being a trustee (or a co-trustee) for the Secured Parties)

INTRODUCTION

A The Borrower, the Guarantors party thereto as the "Guarantors", the Lenders party thereto as the "Lenders", PNC Bank, National
Association, as the "Administrative Agent", and PNC Bank, National Association as the "Swing Loan Lender" and the "Issuing
Lender", are the parties to that certain Credit Agreement of even date herewith (as amended, restated, supplemented, replaced and
otherwise modified from time to time, the "Credit Agreement").

B It is a condition precedent to the effectiveness of the Credit Agreement that the Borrower executes and delivers this Debenture.

C The board of directors of the Borrower is satisfied that entering into this Debenture would be most likely to promote the success of
the Borrower for the benefit of its members as a whole and to the further benefit and advantage of the Borrower.

D The UK Security Trustee holds the Liens, the UK Collateral and the benefit of this Debenture on trust for itself and the other
Secured Parties on the terms of this Debenture and the Credit Agreement.

IT IS AGREED THAT:

1 INTERPRETATION

1.1 Definitions

In this Debenture the following terms have the meanings given to them in this clause.

"Account" means any account now or in the future opened or maintained by the Borrower with a bank or other financial
institution in the United Kingdom (and any replacement account or subdivision or subaccount of that account), all amounts from
time to time standing to the credit of, or accrued or accruing on, such account and all Related Rights.

"Acknowledgement" means a duly completed acknowledgement in the form set out in the relevant Part of Schedule 2 (Forms of
Notice and Acknowledgement) being Part 1B in the case of Charged Accounts, or in such other form as may be approved by the
UK Security Trustee.

"Administrator" means an administrator appointed under schedule B1 to the Insolvency Act.

1
"Charged Accounts" means:

(a) each Collateral Account;

(b) each Account identified in Part 3 of Schedule 1 (Details of Certain Assets); and

(c) any other Account maintained by the Borrower with a bank in the United Kingdom.

"Collateral Account" means any Account that may from time to time be opened by the Borrower with the UK Security Trustee
pursuant to clause 8.1 (Accounts: General).

"Credit Agreement" has the meaning given in Recital A above.

"Default Rate" means the rate specified in clause 4.3.2 (Other Obligations) of the Credit Agreement.

"Insolvency Act" means the Insolvency Act 1986.

"Insurances" means all contracts and policies of insurance of whatever nature which are, from time to time, taken out by or on
behalf of the Borrower or (to the extent of such interest) in which the Borrower has an interest.

"Intellectual Property" means:

(a) any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names,
moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which
may now or in the future subsist), whether registered or unregistered; and

(b) the benefit of all applications and rights to use such assets of the Borrower (which may now or in the future subsist),

including, without limitation, the Registered Intellectual Property.

"Law of Property Act" means the Law of Property Act 1925.

"Lien" means a mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any
nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and
any assignment, deposit arrangement or lease intended as, or having the effect of, security or any other agreement or arrangement
having a similar effect.

"Monetary Claims" means any book and other debts and monetary claims of any nature owing to the Borrower and any proceeds
of such debts and claims (including any claims or sums of money deriving from or in relation any claim, return of premium or the
proceeds paid or payable in respect of any Insurance, any court order or judgment, any contract or other agreement to which the
Borrower is a party and any

2
other assets, property, rights or undertaking of the Borrower, but excluding the Accounts), included all Related Rights in
connection with each Monetary Claim.

"Notice of Security" means a duly completed notice of security in the form set out in the relevant Part of Schedule 2 (Forms of
Notice and Acknowledgement) being Part 1A, in the case of Charged Accounts, or in such other form as may be approved by the
UK Security Trustee.

"Receiver" means a receiver and manager or any other receiver (whether appointed pursuant to this Debenture or any statute, by a
court or otherwise) of all or any of the Secured Assets and shall, where permitted by law, include an administrative receiver.

"Registered Intellectual Property" means patents, petty patents, utility models, registered trade marks, registered designs and
registered copyright, including applications for any of the same which is registered, or subject to an application to be registered,
at the UK Intellectual Property Office or the EU Intellectual Property Office.

"Related Rights" means, in relation to any asset:

(a) the proceeds of sale of all or any part of that asset;

(b) all rights under any licence, agreement for sale or agreement for lease in respect of that asset;

(c) all rights, powers, benefits, claims, contracts, warranties, remedies, security, guarantees, indemnities or covenants for title in
respect of that asset; and

(d) any monies, proceeds or income paid or payable in respect of that asset.

"Secured Assets" means all of the assets, rights, title, interests and benefits of the Borrower from time to time subject to the
Security.

"Secured Obligations" means any and all of the Obligations, including, without limitation, any Loan Party’s indebtedness and
other obligations in respect of the following:

(a) all principal of and interest on Loans or advances or other extensions of credit to or for the benefit of the Borrower, which
such Loans or advances may be evidenced by promissory notes (the "Notes", such term to include all notes and other
instruments or securities issued in exchange therefor or in replacement thereof);

(b) all Letter of Credit Obligations;

(c) all obligations arising in connection with Other Lender Provided Financial Service Products;

(d) all Foreign Currency Hedge Liabilities and all Interest Rate Hedge Liabilities;

3
(e) all commitment fees and other amounts from time to time owing to the Secured Parties under or in connection with the
Credit Agreement, any Security Agreement, any Guaranty or any other Loan Document;

(f) all costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by the Secured Parties in the
collection of any or all amounts due and payable under the Credit Agreement and in the enforcement of their rights under
the Credit Agreement, the Notes, any Guaranty Agreement, any Security Agreement or any other Loan Document, in all
cases, to the extent and as provided for in the Credit Agreement and such other Loan Documents;

(g) to the extent not otherwise addressed above, all other Obligations; and

(h) all extensions, renewals or refinancings thereof, in whole or in part, whether such Obligations, liabilities, or Indebtedness
are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for
payment or performance, now existing or hereafter arising and including Obligations, liabilities, and Indebtedness arising
or accruing after the commencement of an Insolvency Proceeding with respect to the Borrower, any other Loan Party or
any Subsidiary or which would have arisen or accrued but for the commencement of such Insolvency Proceeding, even if
the claim for such Obligation, liability, or Indebtedness is not enforceable or allowable in such Insolvency Proceeding,
and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit under or in connection
with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount
committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to
extension of credit is not satisfied; provided, however, that notwithstanding anything to the contrary in the foregoing or
otherwise in any Security Agreement, the Secured Obligations shall not include Excluded Hedge Liabilities,

provided that no Obligation shall be included in the definition of "Secured Obligations" to the extent that, if it were so included,
the Security (or any part thereof) or any other provision of this Debenture would be unlawful or prohibited by any applicable law.

"Secured Parties" means each of the Secured Parties (as defined in the Credit Agreement) and any Receiver.

"Security" means the Liens created or intended to be created by this Debenture.

"Security Period" means the period beginning on the date of this Debenture and ending on the date upon which the UK Security
Trustee is satisfied that:

(a) none of the Secured Parties is under any obligation (whether actual or contingent) to make advances or provide other
financial accommodation to any Loan Party under any of the Loan Documents; and

(b) all Secured Obligations have been unconditionally and irrevocably paid in full.

"Shares" means the shares identified in Part 2 of Schedule 1 (Details of Certain Assets) (if any) and all other shares in the capital of
any company incorporated in

4
 England and Wales now or in the future legally or beneficially owned by the Borrower and/or any nominee on its behalf, but
excluding any shares in a Joint Venture where the constitutional documents of that Joint Venture prohibit the charging of such
shares, together with all warrants, options or other rights to subscribe for, purchase or otherwise acquire any securities and
investments in each case whether held directly by or to the order of the Borrower or by any custodian, nominee, fiduciary,
clearance system or other similar person on its behalf (and all rights against any such person).

1.2 Defined Terms

Unless this Debenture provides otherwise or the context otherwise requires, a term which is defined (or expressed to be subject to a
particular construction) in the Credit Agreement shall have the same meaning (or be subject to the same construction) in this
Debenture.

1.3 Incorporation of Terms

The terms of the Loan Documents and any side letters between the Borrower and the Secured Parties are incorporated into this
Debenture to the extent required for any purported disposition contained in this Debenture to be a valid disposition in accordance
with Section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989.

1.4 Certificates

Any certification or determination by a Secured Party of a rate or amount of any Secured Obligation owed to it shall be, in the
absence of manifest error, conclusive evidence of the existence and amount of such Secured Obligation.

1.5 Nominees

If the UK Security Trustee causes or requires Shares or any other asset to be registered in the name of a nominee for the UK
Security Trustee, any reference in this Debenture to the UK Security Trustee shall, if the context so permits or requires, be
construed as a reference to each of the UK Security Trustee and such nominee.

1.6 Third Party Rights

(a) The terms of this Debenture may be enforced only by a party to it and the operation of the Contracts (Rights of Third
Parties) Act 1999 is excluded, provided that any Receiver and any other Secured Party may rely on and enforce this
Debenture.

(b) The parties to this Debenture may vary or rescind this Debenture without the consent of any third party.

1.7 Clause and Schedule Headings

(a) Unless otherwise stated, any reference in this Debenture to a clause or a Schedule shall be construed as a reference to a
clause of or a schedule to this Debenture.

5
 (b) Clause and Schedule headings are for ease of reference only and shall not affect the construction of this Debenture.

2 COVENANT TO PAY

2.1 Covenant to Pay

The Borrower agrees, as primary obligor and not only as a surety, that it will pay and discharge the Secured Obligations as and
when they fall due or, if no time for payment is specified in respect of the same, promptly on demand of the UK Security Trustee.

2.2 Interest

Any Secured Obligation which is owed by the Borrower under this Debenture and is not paid when due shall bear interest at the
Default Rate from the due date until the date on which such Secured Obligation is unconditionally and irrevocably paid in full
and such interest shall accrue from day to day (after as well as before judgment) and be payable by the Borrower on demand of the
UK Security Trustee.

3 FIXED CHARGES

The Borrower, with full title guarantee and as continuing security for the payment and discharge of the Secured Obligations,
charges in favour of the UK Security Trustee to hold the same on trust for the Secured Parties on the terms set out in the Credit
Agreement:

(a) by way of first fixed charge all the Borrower's present and future right, title and interest in and to and the benefit of:

(i) all plant and machinery, equipment, computers and other chattels (excluding any for the time being forming part
of the Borrower's stock- in-trade or work in progress or any vehicles) owned by the Borrower or (to the extent of
such interest) in which the Borrower has an interest and the benefit of all contracts and warranties relating to the
same;

(ii) all Charged Accounts;

(iii) all Shares and all Related Rights;

(iv) any pension fund (to the extent permitted by law);

(v) all goodwill and uncalled capital of the Borrower; and

(vi) all of the Registered Intellectual Property (if any) specified in Schedule 1 (Details of Certain Assets) and all other
Registered Intellectual Property of the Borrower.

4 FLOATING CHARGE

4.1 Creation of Floating Charge

6
 (a) The Borrower, with full title guarantee and as continuing security for the payment and discharge of the Secured
Obligations, charges in favour of the UK Security Trustee to hold the same on trust for the Secured Parties on the terms
set out in the Credit Agreement by way of a first floating charge all its undertaking and assets whatsoever and
wheresoever both present and future, not effectively charged pursuant to clause 3 (Fixed Charges).

(b) Paragraph 14 of Schedule B1 to the Insolvency Act applies to the floating charge created pursuant to this clause 4
(Floating Charge).

4.2 Conversion of Floating Charge

(a) The UK Security Trustee may, by notice to the Borrower, convert the floating charge created under this Debenture with
immediate effect into a fixed charge if:

(i) the Security becomes enforceable in accordance with clause 14 (Enforcement of Security);

(ii) the UK Security Trustee in good faith considers any of the Secured Assets to be in danger of being seized or sold
under or pursuant to any form of distress, attachment, execution or other legal process or otherwise to be in
jeopardy; or

(iii) the UK Security Trustee considers such conversion to be necessary to protect the priority of the Security,

and such fixed charge shall apply to all assets subject to the floating charge unless and to the extent that such notice
otherwise specifies.

(b) The floating charge created under this Debenture shall (in addition to the circumstances in which the same will occur
under general law) automatically be converted into a fixed charge (without notice) as regards all the assets subject to the
floating charge at such time:

(i) upon the convening of a meeting of the members of the Borrower to consider a resolution to wind up the
Borrower;

(ii) upon the presentation of a petition to wind up the Borrower or the presentation or making of an application for a
warrant of execution or a third party debt order or charging order in respect of any of the Secured Assets subject
to the floating charge under this Debenture;

(iii) upon the issue and notice of distraint by HM Revenue and Customs or other competent authority, or upon any
steps being taken to distrain for rent against any property of the Borrower; or

(iv) if the Borrower fails to comply with its covenant in clause 7.1 (Negative Pledge and Disposals) of this Debenture,

provided that nothing in this Debenture shall cause the floating charge to crystallise by reason of the Borrower obtaining
or of anything being done with

7
 a view to the Borrower obtaining a moratorium under Section 1A of and Schedule A1 to the Insolvency Act.

(c) The giving of notice by the UK Security Trustee pursuant to paragraph (a) above in relation to any of the Secured Assets
shall not be construed as a waiver or abandonment of the right of the UK Security Trustee to serve similar notices in
respect of any other of the Secured Assets or of any other of the rights of the Secured Parties (or any of them) under any
Loan Document.

(d) If the floating charge has crystallised pursuant to either paragraph (a) or (b) above but the circumstances giving rise to
such crystallisation have ceased to apply, the UK Security Trustee may by notice to the Borrower convert the relevant
charge(s) back to a floating charge in respect of such assets or crystallised charge.

5 CONTINUING SECURITY

5.1 Continuing and Independent Security

The Security shall constitute and be continuing security which shall not be released or discharged by any intermediate payment
or settlement of all or any of the Secured Obligations, shall continue in full force and effect until the end of the Security Period
and is in addition to and independent of, and shall not prejudice or merge with, any other security (or any right of set-off) which
the UK Security Trustee or any other Secured Party may hold at any time for the Secured Obligations or any of them.

5.2 New Accounts

If the UK Security Trustee receives notice of any Lien created or arising after the date of this Debenture in respect of the Secured
Assets or any of them or makes demand of the Borrower for payment of any or all of the Secured Obligations:

(a) the UK Security Trustee may open a new account or accounts in respect of any or all of the Secured Obligations (and if it
does not do so it shall be treated as if it had done so at the time it received such notice or made such demand); and

(b) thereafter any amounts paid to the UK Security Trustee in respect of the Secured Obligations, or realised or recovered by
the UK Security Trustee under this Debenture, shall be credited to a new account (or be treated as having been so
credited) and not applied (or be treated as having been applied) in or towards payment of all or any of the Secured
Obligations.

5.3 Avoidance of Payments

Where any release, discharge or other arrangement in respect of any Secured Obligation or any Lien which any Secured Party may
hold for such Secured Obligation is given or made in reliance on any payment or other disposition which is avoided or must be
repaid in an insolvency, liquidation or otherwise, and whether or not such Secured Party has conceded or compromised any claim
that any such payment or other disposition will or should be avoided or repaid, this Debenture and the Security shall continue as
if such release, discharge or other arrangement had not been given or made.

8
5.4 Immediate Recourse

Neither the UK Security Trustee nor any other Secured Party shall be obliged before exercising any of the rights conferred on it by
this Debenture or by law to seek to recover amounts due from any Loan Party or to exercise or enforce any other rights or security
it may have or hold in respect of the Secured Obligations or any of them.

5.5 Waiver of Defences

Neither the obligations of the Borrower under this Debenture, nor the Security and the rights, powers and remedies conferred on
the UK Security Trustee by this Debenture or by law shall be discharged, impaired or otherwise affected by:

(a) the winding-up, dissolution, administration or reorganisation of any Loan Party or any other person or any change in the
status, function, control or ownership of any Loan Party or any such person;

(b) any of the Secured Obligations or any other security held by the UK Security Trustee or any other Secured Party in respect
thereof being or becoming illegal, invalid, unenforceable or ineffective in any respect;

(c) any time or other indulgence being granted or agreed to or with any Loan Party or any other person in respect of the
Secured Obligations or any of them or in respect of any other security held by the UK Security Trustee or any other
Secured Party in respect thereof;

(d) any amendment to, or any variation, waiver or release of, the Secured Obligations or any of them or any other security,
guarantee or indemnity held by the UK Security Trustee or any other Secured Party in respect thereof;

(e) any total or partial failure to take or perfect any security proposed to be taken in respect of the Secured Obligations or any
of them;

(f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security,
guarantee or indemnity held by the UK Security Trustee or any other Secured Party in respect of the Secured Obligations
or any of them; or

(g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of the
Borrower under this Debenture, the Security or any of the rights, powers and remedies conferred on the UK Security
Trustee and the other Secured Parties by this Debenture or by law.

5.6 No Competition

Any right which the Borrower may have by way of subrogation, contribution or indemnity in relation to the Secured Obligations,
or otherwise to claim or prove as a creditor of any Loan Party or any other person or its estate in competition with the UK Security
Trustee or any other Secured Party, shall be exercised by the Borrower only if and to the extent that the UK Security Trustee so
requires and in such manner and upon such terms as the UK Security Trustee may specify and the Borrower shall hold any
moneys, rights or security held or received by it as a result of the exercise of any such rights on trust for the UK Security Trustee
for application in accordance with the

9
 terms of this Debenture as if such moneys, rights or security were held or received by the UK Security Trustee under this
Debenture.

5.7 Appropriation

Neither the UK Security Trustee nor any other Secured Party shall be obliged to apply any sums held or received by it in respect of
the Secured Obligations in or towards payment of the Secured Obligations and any such sum shall be held by or paid to the UK
Security Trustee for application pursuant to the terms of this Debenture provided that any such sum may be credited to a suspense
or impersonal account and held in such account pending the application from time to time of such sums in or towards discharge of
the Secured Obligations.

6 REPRESENTATIONS AND WARRANTIES

The Borrower makes the representations and warranties set out in clauses 6.1 (Shares) to 6.4 (No Lien from any Loan Party) to each
Secured Party and acknowledges that each of the Secured Parties has entered into the Loan Documents to which it is party in
reliance on such representations and warranties.

6.1 Shares

(a) It has good and marketable title to all of the Shares it purports to own, free and clear in each case of any Lien (following
the amendment to the articles of association of Ferroglobe Services (UK) Limited as required by the provisions of
Schedule 8.1.11 of the Credit Agreement), and all such Shares have been validly issued and are fully paid and
nonassessable.

(b) Its Shares and all Related Rights are within the Borrower's disposition and control and the terms of each Share and each
Related Right, if applicable, and of the memorandum and articles of association or other constitutional documents of
each issuer of such Shares (following the amendment to the articles of association of Ferroglobe Services (UK) Limited as
required by the provisions of Schedule 8.1.11 of the Credit Agreement) do not restrict or otherwise limit the Borrower's
ability to transfer, mortgage, charge or otherwise grant security in respect of any of its Shares and/or the Related Rights.

(c) It will not take any action whereby the rights attaching to, or the Security over, its Shares and the Related Rights are
altered, diluted or otherwise adversely affected except with the prior written consent of the UK Security Trustee.

(d) Save as otherwise expressly permitted under the Loan Documents, it has not sold or granted any rights of pre-emption over
or agreed to sell or grant any right of pre-emption over or otherwise disposed of or agreed to dispose of the benefit of all
or any of its rights, title, interests or benefits in, to or in respect of all or any of its Shares or any of the Related Rights.

6.2 Intellectual Property

(a) Set out in Part 1 of Schedule 1 (Details of Certain Assets) is a true and complete list of all Intellectual Property registered
in the UK Intellectual

10
 Property Office or EU Intellectual Property Office, as applicable, that it now owns or uses in connection with its business.

(b) It owns and possesses the valid right to use the Intellectual Property, without any known conflict with the rights of others,
and no litigation or proceeding is pending, or, to the best of its knowledge, threatened against it, which might, if
successful, adversely affect its interest in the Intellectual Property in any material respect.

6.3 Account Terms

The terms on which its Accounts are maintained do not restrict or otherwise limit its right to transfer or charge such Accounts.

6.4 No Lien from any Loan Party

It has not requested or taken any Lien from any Loan Party for any obligations or liabilities of any Loan Party to it unless such
Lien is a Permitted Lien.

6.5 Repetition

The representations and warranties set out in clauses 6.1 (Shares) to 6.4 (No Lien from any Loan Party):

(a) shall survive the execution of each Loan Document and each advance under the Credit Agreement; and

(b) are made on the date of this Debenture and are deemed to be repeated on the date of each advance under the Credit
Agreement during the Security Period with reference to the facts and circumstances then existing.

7 GENERAL UNDERTAKINGS

7.1 Negative Pledge and Disposals

The Borrower will not:

(a) create or permit to subsist any Lien over all or any of the Secured Assets other than:

(i) Liens constituted by or created pursuant to any of the Loan Documents; and

(ii) other Liens expressly permitted under the terms of the Loan Documents; or

(b) dispose of any of its assets except to the extent and in the manner expressly permitted under the Loan Documents.

7.2 People with Significant Control regime

The Borrower shall (and shall ensure that each of its Subsidiaries based in the UK will):

11
 (a) within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 from
any company incorporated in the United Kingdom whose shares are the subject of the Security; and

(b) promptly provide the UK Security Trustee with a copy of that notice.

8 ACCOUNTS AND RECEIPTS

8.1 Accounts: General

The Borrower will:

(a) deliver to the UK Security Trustee on the date of this Debenture details of each of its Accounts (and, if any change in such
detail (including any renewal or redesignation of any such Account) occurs after the date of this Debenture or any new
Account is opened, details of such change or new Account on the date of such change or opening); and

(b) open such new accounts as Collateral Accounts as the UK Security Trustee shall require (whether before or after the
Security has become enforceable) for the purposes of clause 9.3 (Monetary Claims after Security becomes Enforceable).

8.2 Charged Accounts

(a) The Borrower will:

(i) promptly after any Charged Account becomes charged pursuant to this Debenture, deliver to each bank which
maintains such Charged Account a duly completed Notice in respect of each Charged Account in the relevant
form set out in Schedule 2 (Forms of Notice and Acknowledgement) (as applicable) or in such other form as the
UK Security Trustee may approve (acting reasonably);

(ii) use reasonable endeavours to procure the prompt delivery to the UK Security Trustee of a duly completed
Acknowledgement in respect of any Notice delivered pursuant to paragraph (a) above in the relevant form set
out in Schedule 2 (as applicable) or in such other form as the UK Security Trustee may approve; and

(iii) not without the prior written consent of the UK Security Trustee, permit or agree to any variation of the rights
attaching to, or close, any Charged Account, the result of which is materially prejudicial to the Secured Parties,

(b) The Borrower authorises the UK Security Trustee (where it is the bank with whom such Charged Account is maintained) to
endorse any statement in relation to any Charged Account or other document relating to any Charged Account with a
statement to the effect that:

(i) the benefit of such Charged Account is not capable of assignment or charge without the prior written consent of
the UK Security Trustee;

12
 (ii) the Borrower has agreed not to assign, charge or otherwise deal with the indebtedness evidenced by such
Charged Account without the prior written consent of the UK Security Trustee; and

(iii) the benefit of such Charged Account is subject to a first fixed charge in favour of the UK Security Trustee as
security trustee for the Secured Parties.

8.3 Withdrawals

(a) Until the Security has become enforceable, the Borrower shall be entitled to receive, withdraw or otherwise transfer any
credit balance from time to time on any Account in the ordinary course of business or in respect of a receipt,
withdrawal or transfer entered into in compliance with the terms of the Credit Agreement.

(b) After the Security has become enforceable:

(i) the Borrower shall not be entitled to receive, withdraw or otherwise transfer any credit balance from time to
time on any Charged Account except with the prior written consent of the UK Security Trustee; and

(ii) the UK Security Trustee may exercise from time to time, all rights, powers and remedies of the Borrower in
relation to any or all of its Accounts, including to demand and receive all and any monies standing to the
credit of any such Accounts.

9 MONETARY CLAIMS

9.1 Dealing with Monetary Claims

Save as permitted (or not prohibited) by the Credit Agreement, the Borrower shall not enter into a single transaction or a series
of transactions (whether related or not and whether voluntary or involuntary) to release, sell, transfer, assign, factor, discount
or otherwise deal in any way with any of the Monetary Claims.

9.2 Monetary Claims before Security becomes Enforceable

Prior to the Security becoming enforceable, the proceeds of the realisation of the Monetary Claims received by the Borrower
shall, upon such proceeds being credited to a Charged Account, be released from the fixed charge created by clause 3 (Fixed
charges) and only be subject to the floating charge created by clause 4 (Floating charge) and the Borrower may withdraw such
proceeds from such Charged Accounts and shall be free to deal with such moneys or proceeds in the ordinary course of
business, subject to any applicable restrictions set out in the Credit Agreement and this Debenture.

9.3 Monetary Claims after Security becomes Enforceable

If and to the extent that the UK Security Trustee so specifies, at any time after the Security has become enforceable, the
Borrower shall pay the proceeds of payment or realisation of such of the Borrower's Monetary Claims or other monies received
by the Borrower as the UK Security Trustee may require into such Collateral Account(s)

13
 as the UK Security Trustee may from time to time specify and pending such payment shall hold all such receipts on trust for the
UK Security Trustee.

10 SHARES

10.1 Deposit of Certificates

The Borrower will:

(a) on the date required by Schedule 8.1.1 of the Credit Agreement in respect of the Shares specified in Schedule 1 (Details of
Certain Assets), and on the date of acquisition in respect of any additional Shares deliver to the UK Security Trustee (i)
the share certificates and (ii) stock transfer forms (duly executed in blank by or on behalf of the Borrower or its nominee
as appropriate); and

(b) on the date of this Debenture, or if later, on the date of acquisition of any Share:

(i) deposit with the UK Security Trustee (or as the UK Security Trustee may direct) all other certificates and
documents of title or evidence of ownership in relation to such Shares and any Related Rights; and

(ii) execute and deliver to the UK Security Trustee all such other transfer forms and documents as may be requested
by the UK Security Trustee in order to enable the UK Security Trustee (or its nominee) to become registered as
the owner, or otherwise obtain legal title to such Shares and Related Rights.

10.2 Not Prejudice

The Borrower shall not, by the exercise of any voting rights or otherwise, permit or agree to:

(a) any variation of the rights attaching to or conferred by all or any part of its Shares, or

(b) any increase in the issued share capital of any company whose shares are charged pursuant to this Debenture; or

(c) any other matter,

in each case which would, or would be reasonably likely to, impair the value of, or prejudice the ability of the UK Security
Trustee to realise, the Security or otherwise prejudice the interests of any Secured Party under any Loan Document.

10.3 Calls and other Payments

The Borrower shall pay when due all calls or other requests for payments made in respect of any of its Shares and the Related
Rights but if the Borrower fails to make any such payment, the UK Security Trustee may (but shall not be obliged to) make such
payment on behalf of the Borrower and if the UK Security Trustee does so, the

14
 Borrower shall promptly on demand of the UK Security Trustee pay to the UK Security Trustee an amount equal to such payment.

10.4 Notices

The Borrower shall, promptly upon receipt by it, deliver to the UK Security Trustee copies of any notices, reports, accounts,
statements, circulars or any other documents relating to any of its Shares or the Related Rights.

10.5 Rights Before Security Enforceable

Unless and until the Security has become enforceable, the Borrower shall continue to be entitled:

(a) to receive and retain all dividends, interest and other monies arising from the Shares and the Related Rights; and

(b) subject to clause 10.2 (Not Prejudice), to exercise all voting rights in relation to the Shares.

10.6 Rights after Security Enforceable

At any time after the Security has become enforceable, the UK Security Trustee may at its discretion (in the name of the Borrower
or otherwise and without any further consent or authority from the Borrower):

(a) complete all stock transfer forms and other documents of title then held by the UK Security Trustee pursuant to this
Debenture in the name of the UK Security Trustee (or its nominee) and the Borrower shall co-operate with the UK
Security Trustee to secure the prompt registration of such transfer and the prompt issue of a new certificate or certificates
for the relevant Shares in the name of the UK Security Trustee (or its nominee);

(b) exercise (or refrain from exercising) any voting rights in respect of any of the Borrower's Shares and all other powers and
rights conferred on or exercisable by a legal or beneficial owner of the Shares;

(c) apply all dividends, interest and other monies arising from or pursuant to the Borrower's Shares as if they were proceeds of
sale under this Debenture; and

(d) exercise or refrain from exercising the rights of a legal owner of the Shares, including the right, in relation to any company
whose shares or other securities are included in the Shares, to concur or participate in:

(i) the reconstruction, amalgamation, sale or other disposal of such company or any of its assets or undertaking
(including the exchange, conversion or reissue of any shares or securities as a consequence thereof);

(ii) the realisation, modification or variation of any rights or liabilities attaching to any such shares or securities; and

15
 (iii) the exercise, renunciation or assignment of any right to subscribe for any such shares or securities,

in each case in such manner and on such terms as the UK Security Trustee may think fit.

11 INTELLECTUAL PROPERTY

11.1 Notification

The Borrower will promptly notify the UK Security Trustee of:

(a) details of all Registered Intellectual Property (including applications for registration) granted to or filed by or on behalf
of the Borrower that come into existence after the date of this Debenture; and

(b) any existing or future contract for it to acquire (by licence or otherwise) any Intellectual Property.

11.2 Protection

The Borrower will:

(a) make such applications for patents and for registration of designs, trade marks or service marks and pay such
application, search, translation, registration and renewal fees, and similar amounts as are necessary fully to protect
and to keep in force all of its Intellectual Property; and

(b) take reasonable steps (including, without limitation, the institution of legal proceedings) to prevent third parties
infringing any of its Intellectual Property.

11.3 Not Prejudice

Other than as permitted by the Credit Agreement, the Borrower will not without the prior written consent of the UK Security
Trustee:

(a) sell, assign, transfer, license, mortgage or otherwise dispose of or encumber all or any part of its Intellectual Property; or

(b) permit any such Intellectual Property to be abandoned or cancelled, to lapse or to be liable to any claim of revocation
for non-use or otherwise.

11.4 Registration

In respect of (a) the Registered Intellectual Property specified in Schedule 1 (Details of Certain Assets) and (b) any future
Registered Intellectual Property granted to the Borrower at any time after the date of this Debenture, in each case, against
which this Debenture may be recorded, the Borrower shall promptly file with the patent or other intellectual property office in
the jurisdiction where such Registered Intellectual Property is registered or has been applied for such form (together with the
payment of any required fee) as is necessary properly to register the existence of this Debenture and the rights and interests
created by it within any applicable time periods. For the avoidance of doubt, all costs incurred by either the Borrower or the

16
 UK Security Trustee (including but not limited to official fees and legal fees) in connection with such registrations and recordings
shall be borne by the Borrower.

12 FURTHER ASSURANCE

The Borrower shall from time to time and at its own expense, give all such assurances and do all such things as the UK Security
Trustee may reasonably require or consider desirable to enable the UK Security Trustee to perfect, preserve or protect the Security
or the priority of the Security or to exercise any of the rights conferred on the UK Security Trustee or the Secured Parties by this
Debenture or by law and to that intent the Borrower shall execute all such instruments, deeds and agreements, obtain all consents,
approvals and other authorisations necessary to create legally and validly, without any breach of contract or duty, the fixed
charges envisaged under clause 3 (Fixed Charges), and shall give all such notices and directions as the UK Security Trustee may
consider expedient.

13 POWER TO REMEDY

Without prejudice to the UK Security Trustee's rights under clause 7 (General Undertakings), if the Borrower fails to comply with
any of its obligations in relation to any of its assets under this Debenture the UK Security Trustee may, if it thinks fit (but without
any obligation) take such steps as it deems appropriate to remedy such failure (including, without limitation, the payment of
costs, charges or other expenses) and the Borrower will co-operate with and will grant the UK Security Trustee or its agents or
contractors such access as the UK Security Trustee may require to the relevant assets or otherwise in order to facilitate the taking
of such steps.

14 ENFORCEMENT OF SECURITY

14.1 Security Enforceable

The Security shall become immediately enforceable:

(a) if an Event of Default (including, but not limited to, any event listed in paragraphs (b) to (e) below) has occurred and is
continuing;

(b) after a proposal has been made for a voluntary arrangement (save where any moratorium under the Insolvency Act 2000 is
applied for or is in force, when no demand shall be made until any application is rejected or upon the expiry of such
moratorium) in respect of any Loan Party or other member of the Group;

(c) if the Borrower requests the UK Security Trustee to appoint an administrator pursuant to Schedule B1 of the Insolvency
Act or a Receiver;

(d) if so requested by the Borrower; or

(e) any corporate action or other steps are taken or legal proceedings are started by or in respect of in respect of any Loan
Party or other member of the Group with a view to the appointment of an administrator pursuant to Schedule B1 of the
Insolvency Act.

14.2 Enforcement

17
 At any time after the Security has become enforceable, the UK Security Trustee may in its absolute discretion enforce all or any
part of the Security and exercise any of the rights conferred on it by this Debenture, the Credit Agreement or by law at such times
and in such manner as it thinks fit.

14.3 Rights of the Borrower on Enforcement

Upon the Security becoming enforceable, the Borrower may not, without the prior written consent of the UK Security Trustee,
withdraw any monies from any Charged Account, compromise, compound, vary, discharge, postpone or release any of its rights to
receive Monetary Claims or any other monies or otherwise waive any rights of action in relation thereto or do or omit to do
anything which may delay or prejudice the full recovery thereof other than, save to the extent the UK Security Trustee otherwise
instructs the Borrower in writing, (i) granting extensions to normal trade credit in accordance with its reasonable and (ii) in the
circumstances then prevailing, prudent management of its debtors on a normal commercial basis.

14.4 Power of Sale

At any time after the Security has become enforceable, the UK Security Trustee may (without notice to the Borrower) sell or
otherwise dispose of the Secured Assets or any of them and shall be entitled to apply the proceeds of such sale or other disposal in
paying the costs of such sale or disposal and thereafter in or towards the discharge of the Secured Obligations or otherwise as
provided for in this Debenture.

14.5 Statutory Powers

For the purposes of all powers implied by statute, the Secured Obligations shall be deemed to have become due and payable on
the date of this Debenture.

14.6 Law of Property Act

Sections 93 and 103 of the Law of Property Act shall not apply to this Debenture or to any exercise by the UK Security Trustee of
its right to consolidate mortgages or its power of sale. The statutory powers of leasing conferred on the UK Security Trustee shall
be extended so as to authorise the UK Security Trustee to lease, make agreements for leases, accept surrenders of leases and grant
such options as the Agent shall think fit and without the need to comply with any of the provisions of Sections 99 and 100 of the
Law of Property Act, and clause 14.2 (Enforcement) shall operate as a variation and extension of Section 101 of such Act.

14.7 Appropriation of Financial Collateral

To the extent that the Secured Assets constitute "financial collateral" and this Debenture constitutes a "security financial
collateral arrangement" (as defined in the Financial Collateral Arrangements (No.2) Regulations 2003 (SI 2003 No. 3226)), the UK
Security Trustee may appropriate all or any part of the Secured Assets in or towards satisfaction of the Secured Obligations, the
value of the property so appropriated being the amount standing to the credit of the relevant Account (where the property is the
benefit of an Account) or (in any other case) such amount as the UK Security Trustee shall determine in a commercially reasonable
manner.

15 ADMINISTRATORS AND RECEIVERS

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15.1 Appointment of Administrator

At any time after the Security has become enforceable, the UK Security Trustee may appoint an Administrator.

15.2 Appointment of Receivers

At any time after the Security has become enforceable or if the Borrower requests it to do so, the UK Security Trustee may, by
written instrument and without notice to the Borrower, appoint any one or more persons as Receiver of such part of the Secured
Assets as may be permitted by law.

15.3 Status of Receivers

Each Receiver shall:

(a) be entitled to act individually as well as jointly with any other person appointed as Receiver; and

(b) for all purposes be deemed to be the agent of the Borrower (and no Receiver shall at any time act as agent for the UK
Security Trustee) and shall as such agent be deemed to be in the same position as a Receiver duly appointed by a
mortgagee under the Law of Property Act.

15.4 Powers of a Receiver

(a) Every Receiver appointed pursuant to clause 15.2 (Appointment of Receivers) shall have and be entitled to exercise all of
the powers set out in paragraph (b) below in addition to (i) all the powers conferred by the Law of Property Act (as
extended by this Debenture) on any receiver appointed under such Act and (ii) (whether or not such Receiver is an
administrative receiver) all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Act.

(b) The powers referred to in the first sentence of paragraph (a) above are:

(i) to take immediate possession of, get in and collect all or any part of the Secured Assets over which he is
appointed;

(ii) to carry on the business of the Borrower insofar as it relates to the Secured Assets over which he is appointed as it
may think fit, including the entering into of contracts and the repudiation, rescission or variation of any contract
to which the Borrower is a party, and the acquisition or hiring of assets;

(iii) to make and effect all repairs and insurances and do all other acts which the Borrower might do in the ordinary
course of its business or is obliged to do under the terms of this Debenture whether for the protection or for the
improvement of the Secured Assets over which he is appointed as he may in his absolute discretion think fit;

(iv) to appoint, discharge and vary the terms of employment or other engagement of managers, officers, agents,
accountants, servants,

19
 workmen and others for the purposes of this Debenture upon such terms as to remuneration or otherwise as it
may think proper;

(v) for the purpose of exercising any of the powers, authorities and discretions conferred on it by or pursuant to this
Debenture and/or of defraying any costs, charges, losses or expenses (including remuneration) which shall be
incurred by it in the exercise thereof or for any other purpose, to raise and borrow money either unsecured or on
the security of all or any part of the Secured Assets over which he is appointed either in priority to the Security
or otherwise and generally on such terms and conditions as it may think fit and no person lending such money
shall be concerned to enquire as to the propriety or purpose of the exercise of such power or to see to the
application of any money so raised or borrowed;

(vi) to sell, lease, exchange, grant options or licences over, convert into money and realise or otherwise deal with, all
or any part of the Secured Assets over which he is appointed by public auction or private contract and generally
in such manner and on such terms as it shall think proper. Without prejudice to the generality of the foregoing,
it may do any of these things for a consideration consisting of cash, debentures or other obligations, shares,
stock or other valuable consideration and any such consideration may be payable in a lump sum or by
instalments spread over such period as it may think fit;

(vii) to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and
demands with or by any person who is or claims to be a creditor of the Borrower or relating in any way to the
Secured Assets over which he is appointed or any part thereof;

(viii) to bring, prosecute, enforce, defend and abandon any actions, suits and proceedings in relation to the Secured
Assets over which he is appointed or any part thereof as may seem to it to be expedient;

(ix) to give valid receipts for all moneys and execute all assurances and things which it may think proper or desirable
for realising the Secured Assets over which he is appointed;

(x) to form a Subsidiary or Subsidiaries of the Borrower (whether by acquisition or otherwise) and to supervise and
manage the same and to transfer or otherwise dispose to any such Subsidiary all or any part of the Secured Assets
over which he is appointed;

(xi) to make or require the directors of the Borrower to make calls upon the holders of share capital in the Borrower
and to enforce payment of any unpaid calls as it sees fit;

(xii) to enter into or otherwise grant guarantees, indemnities or otherwise incur obligations in respect of the liabilities
of third parties and to make payments due in relation to the same; and

20
 (xiii) to do all such other acts and things as it may consider desirable or necessary for realising all or any part of the
Secured Assets over which he is appointed or incidental or conducive to any of the matters, powers or
authorities conferred on a Receiver under or by virtue of this Debenture; to exercise in relation to all or any part
of the Secured Assets over which he is appointed all such powers, authorities and things as it would be capable
of exercising if it were the absolute beneficial owner of the same; and to use the name of the Borrower for all or
any of such purposes.

15.5 Removal and Remuneration

(a) The UK Security Trustee may whenever it may deem it expedient (and so far as it is lawfully able), by written instrument
(i) remove any Receiver appointed by it and (ii) appoint a new Receiver in the place of any Receiver whose appointment
has been terminated and may from time to time fix the remuneration of any Receiver appointed by it without the
limitations imposed by Section 109 of the Law of Property Act.

(b) The Borrower shall be solely responsible for the payment of the remuneration of any Receiver appointed pursuant to this
Debenture, including for costs, charges and expenses of the Receiver (other than those caused by the Receiver’s gross
negligence, wilful misconduct or bad faith).

15.6 UK Security Trustee's Rights

To the fullest extent permitted by law, all or any of the powers, authorities and discretions which are conferred by this Debenture
(either expressly or impliedly) upon a Receiver in respect of the Secured Assets may, after the Security has become enforceable, be
exercised by the UK Security Trustee in relation to the whole or any part of the Secured Assets irrespective of whether or not a
Receiver of all or any part of such Secured Assets has been appointed.

16 APPLICATION OF PROCEEDS

Any moneys held or received by the UK Security Trustee or by any Receiver under or pursuant to this Debenture shall (subject to
the claims of any person having prior rights thereto and by way of variation of the provisions of the Law of Property Act) be
applied by the UK Security Trustee or by such Receiver in accordance with the terms of the Credit Agreement.

17 POWER OF ATTORNEY

17.1 Appointment

By way of security for the performance of its obligations under this Debenture, the Borrower irrevocably appoints the UK Security
Trustee and any Receiver (and their respective delegates and sub-delegates) to be its attorney acting severally (or jointly with any
other such attorney or attorneys) and on its behalf and in its name or otherwise, at such time and in such matter as the attorney
thinks fit:

21
 (a) to do any and every thing which the Borrower is obliged to do under the terms of this Debenture but following the expiry
of any time period for performance, has failed to do by the date it was obliged to do so; or

(b) which such attorney considers necessary or desirable in order to exercise the rights conferred on it by or pursuant to this
Debenture or by law.

17.2 Ratification

The Borrower ratifies and confirms and agrees to ratify and confirm whatever any attorney appointed under this Debenture shall
do in its capacity as such.

18 PROTECTION OF UK SECURITY TRUSTEE AND RECEIVERS

18.1 No Liability as Mortgagee in Possession

Neither the UK Security Trustee nor any Receiver shall, by reason of it or such Receiver entering into possession of all or any part
of the Secured Assets or taking any action permitted by this Debenture, be liable to account as mortgagee in possession or
otherwise be liable for any loss of any kind or for any default or omission for which a mortgagee in possession might be liable.

18.2 Receivers and Mortgagees

Each Receiver and the UK Security Trustee shall be entitled to all the rights, powers, privileges and immunities conferred by the
Law of Property Act (as extended by this Debenture) on mortgagees and receivers when such receivers have been duly appointed
thereunder and the Borrower alone shall be responsible for the UK Security Trustee's and each Receiver's contracts, engagements,
acts, omissions, defaults and losses and for all liabilities incurred by either of them (unless caused by gross negligence or wilful
default of the UK Security Trustee or Receiver) and none of the Secured Parties shall incur any liability therefor (either to the
Borrower or to any other person).

19 PROTECTION OF THIRD PARTIES

No purchaser, mortgagee or other person or company dealing with the UK Security Trustee or any Receiver or the agents of any of
them shall have any need to enquire whether the Secured Obligations have become due and payable, or whether any power which
the UK Security Trustee or any Receiver is purporting to exercise has become exercisable or whether any of the Secured
Obligations remains outstanding nor to have regard to the application of any money paid to the UK Security Trustee or to such
Receiver.

20 DELEGATION BY UK SECURITY TRUSTEE

The UK Security Trustee may at any time and from time to time delegate by power of attorney or in any other manner to any
person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the UK Security
Trustee under this Debenture in relation to all or any part of the Secured Assets. Any such delegation may be made upon such
terms (including power to sub- delegate) and subject to such regulations as the UK Security Trustee may think fit. The UK
Security Trustee shall not be in any way liable or responsible to the Borrower

22
 for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.

21 REDEMPTION OF PRIOR MORTGAGES

The UK Security Trustee may, at any time after the Security has become enforceable, redeem any prior Lien over all or any part of
the Secured Assets or procure the transfer of such Lien to itself and may settle and pass the accounts of the prior mortgagee,
chargee or encumbrancer. Any accounts so settled and passed shall be conclusive and binding on the Borrower. All principal
moneys, interest, costs, charges and expenses of and incidental to such redemption and transfer shall be paid by the Borrower to
the UK Security Trustee on demand.

22 RELEASE OF THE SECURITY

22.1 Release of Secured Assets

After the end of the Security Period, the UK Security Trustee shall, at the request and cost of the Borrower, execute all such
documents and do such other things as may be reasonably required to release the Secured Assets from the Security and procure the
reassignment to the Borrower of the property and assets assigned to the UK Security Trustee pursuant to this Debenture, in each
case subject to clause 28.2 (Potentially Avoided Payments) and without recourse to or any representation or warranty by or from
the UK Security Trustee.

22.2 Release for Permitted Disposals

The UK Security Trustee shall release a Secured Asset from the Security if the Borrower is expressly permitted to dispose of such
Secured Asset under the Loan Documents provided that any conditions to such disposal and/or release of security stipulated
under the Loan Documents have been satisfied.

23 PAYMENTS

23.1 No Set-Off

All payments by the Borrower under this Debenture shall be made free and clear of and without deduction for or on account of any
set-off or counterclaim.

23.2 Manner of Payment

Each payment made by the Borrower under this Debenture shall be paid in the manner in which payments are to be made by the
Loan Parties under the Credit Agreement.

24 COSTS AND EXPENSES

24.1 Preservation and Enforcement Costs

The Borrower shall, from time to time within five Business Days of demand by the UK Security Trustee, reimburse each Secured
Party on a full indemnity basis for all costs and expenses (including reasonable legal fees) incurred in or in connection with the

23
 preservation and/or enforcement of any of the rights of such Secured Party under this Debenture.

24.2 Taxes

Section 5.9 (Taxes) of the Credit Agreement shall apply (as applicable) as if it were set out in full in this Debenture, save that
references in that Section to "Loan Party" shall be treated as references to the Borrower and references to "Administrative Agent"
shall be treated as references to the UK Security Trustee.

24.3 Indemnity

The Borrower shall indemnify and hold harmless the UK Security Trustee, each other Secured Party, any Receiver and each of
their respective officers, employees, agents and delegates (together the "Indemnified Parties") for all costs, claims, losses,
expenses (including reasonable legal fees) and liabilities, and any VAT thereon incurred by that Indemnified Party (including the
reasonable fees, charges and disbursements of any counsel) in connection with:

(a) the occurrence of an Event of Default;

(b) the enforcement or protection of its rights in connection with this Debenture; or

(c) any actual or alleged breach of any Environmental Law in relation to a Secured Asset, not caused by the gross negligence
of wilful default of an Indemnified Party.

25 ASSIGNMENTS AND TRANSFERS

25.1 The Borrower's Rights

None of the rights and benefits of the Borrower under this Debenture shall be capable of being assigned or transferred and the
Borrower undertakes not to seek to assign or transfer all or any of such rights and benefits.

25.2 The UK Security Trustee's Rights

The UK Security Trustee may assign or transfer all or any of its rights and benefits under this Debenture without the consent of the
Borrower.

26 REMEDIES AND WAIVERS

No failure by the UK Security Trustee to exercise, nor any delay by the UK Security Trustee in exercising, any right or remedy
under this Debenture shall operate as a waiver thereof nor shall any single or partial exercise of any such right or remedy prevent
any further or other exercise thereof or the exercise of any other such right or remedy.

27 SET-OFF

27.1 Right to Set-Off

24
 Each Secured Party may (to the extent that the same is beneficially owned by it), but shall not be obliged to, set off its rights in
respect of any matured Secured Obligation against any matured obligation owed by such Secured Party to any Loan Party,
regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies,
such Secured Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of
effecting such set-off pursuant to the terms of the Credit Agreement.

27.2 Time Deposits

Without prejudice to clause 27.1 (Right to Set-Off), if any time deposit matures on any Account the Borrower has with any
Secured Party at a time within the Security Period when:

(a) the Security has become enforceable; and

(b) no amount of the Secured Obligations is due and payable,

such time deposit shall automatically be renewed for such further period as such Secured Party in its absolute discretion considers
appropriate.

28 ADDITIONAL PROVISIONS

28.1 Partial Invalidity

If at any time any provision of this Debenture is or becomes illegal, invalid or unenforceable in any respect or any or all of the
Security is or becomes ineffective in any respect under the law of any jurisdiction, such illegality, invalidity, unenforceability or
ineffectiveness shall not affect:

(a) the legality, validity or enforceability of the remaining provisions of this Debenture or the effectiveness in any other
respect of such Security; or

(b) the legality, validity or enforceability of such provision or the effectiveness of such Security under the laws of any other
jurisdiction.

28.2 Potentially Avoided Payments

If the UK Security Trustee determines that an amount paid to a Secured Party under any Loan Document is capable of being
avoided, reduced or otherwise set aside on the liquidation or administration of the person by whom such amount was paid, then
for the purposes of this Debenture, such amount shall be regarded as not having been paid and the liability of the Borrower under
this Debenture and the Security shall continue.

28.3 Rights Cumulative

The rights and remedies provided by this Debenture are cumulative and not exclusive of any rights or remedies provided by law.

28.4 Unfettered Discretion

25
 Any liberty or power which may be exercised or any determination which may be made under this Debenture by the UK Security
Trustee or any Receiver may, subject to the terms and conditions of the Credit Agreement, be exercised or made in its absolute
and unfettered discretion without any obligation to give reasons.

29 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION

29.1 Notices Generally

(a) Except as provided in clause 29.2 (Electronic Communications), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier its address set forth on the signature pages below.

(b) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given
during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in
clause 29.2 (Electronic Communications), shall be effective as provided in that clause.

29.2 Electronic Communications The UK Security Trustee or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of
such procedures may be limited to particular notices or communications. Unless the UK Security Trustee otherwise prescribes, (i)
notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or
other written acknowledgement); provided that if such notice or other communication is not sent during the normal business
hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next
Business Day for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor.

29.3 Change of Address, Etc. Any party hereto may change its address, e-mail address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto.

30 GOVERNING LAW

This Debenture shall be governed by, and construed in accordance with, English law.

31 ENFORCEMENT AND JURISDICTION

31.1 Submission to jurisdiction of courts of England

26
 The Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of
England in any action or proceeding arising out of or relating to this Debenture, or for recognition or enforcement of any
judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such English court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.

31.2 Submission to jurisdiction of courts of New York

The Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of
the State of New York sitting in New York County and of the United States District Court of the Southern District of New York,
and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Debenture, or for
recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent
permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

31.3 Other jurisdictions

Nothing in this Debenture shall affect any right that the UK Security Trustee, any Secured Party may otherwise have to bring any
action or proceeding relating to this Debenture or any other Loan Document against the Borrower or any other Loan Party or its
properties in the courts of any jurisdiction.

31.4 Waiver of venue

The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may
now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Debenture or any other
Loan Document in any court referred to in this clause 31 (Enforcement And Jurisdiction). Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court and agrees not assert any such defense.

31.5 Service of process Each party hereto irrevocably consents to service of process in the manner provided for notices in clause 29
(Notices; Effectiveness; Electronic Communication). Nothing in this Debenture will affect the right of any party hereto to serve
process in any other manner permitted by applicable law.

31.6 Waiver of jury trial Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it
may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Debenture or the
transactions contemplated hereby or thereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies
that no representative, administrative agent or attorney of any other person has represented, expressly or otherwise, that such other
person would not, in the event of litigation, seek to enforce the foregoing

27
 waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Debenture and the other
Loan Documents by, among other things, the mutual waivers and certifications in this section.

32 COUNTERPARTS AND EFFECTIVENESS

32.1 Counterparts

This Debenture may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts
were on a single copy of this Debenture. Transmission of an executed counterpart of this letter by fax or e-mail shall constitute
effective delivery of that counterpart.

32.2 Effectiveness

This Debenture is intended to be a deed even if any party's execution is not in accordance with the formalities required for the
execution of deeds. This Debenture shall take effect and be delivered as a deed on the date on which it is stated to be made.

This document has been executed as a deed by the Borrower and has been signed on behalf of the UK Security Trustee and is delivered
and takes effect on the date stated at the beginning of it

28
 SCHEDULE 1

Details of Certain Assets

Part 1

Registered Intellectual Property

None at the date of this Debenture

29
 Part 2

Shares

Company Name Share Certificate

and Number Share Type Number of Shares Number
Ferroglobe Services
(UK) Ltd Ordinary £1 shares 100 1

30
 Part 3

Charged Accounts

Account Maintained
Account Number Account Name With
GB 08 DEUT 405081 15470500 FERROGLOBE PLC DEUTSCHE BANK LONDON
GB 78 DEUT 405081 15470501 FERROGLOBE PLC DEUTSCHE BANK LONDON
GB 51 DEUT 405081 15470502 FERROGLOBE PLC DEUTSCHE BANK LONDON
GB 24 DEUT 405081 15470503 FERROGLOBE PLC DEUTSCHE BANK LONDON
GB28BNPA40638485752048 FERROGLOBE PLC BNP PARIBAS LONDON
GB29BNPA40638485752030 FERROGLOBE PLC BNP PARIBAS LONDON
GB51BNPA40638485752022 FERROGLOBE PLC BNP PARIBAS LONDON
GB73BNPA40638485752014 FERROGLOBE PLC BNP PARIBAS LONDON
GB97ABBY09071500041556 FERROGLOBE PLC SANTANDER LONDON
GB74ABBY09022210489033 FERROGLOBE PLC SANTANDER LONDON
GB37ABBY09071500041569 FERROGLOBE PLC SANTANDER LONDON
GB60ABBY09071500041543 FERROGLOBE PLC SANTANDER LONDON
1069898642 FERROGLOBE PLC PNC BANK, NATIONAL ASSOCIATION

31
 SCHEDULE 2

Forms of Notice and Acknowledgement

Part 1
Part 1A

Form of Notice to Bank with whom Account Maintained

To: [Account Bank]

Dear Sirs

1 We hereby give you notice that pursuant to a Debenture dated [· ] we have charged (by way of first fixed charge) in favour of
[· ] (as security trustee for the Secured Parties referred to in the Debenture, the "UK Security Trustee") all of our rights, title,
interests and benefits in, to or in respect of account number [· ], account name [· ] maintained with you (including
any renewal or redesignation thereof) (the "Account") and all monies standing to the credit of that Account from time to time.

2 The Borrower hereby irrevocably and unconditionally instructs and authorises you:

(a) to disclose to the UK Security Trustee any information relating to the Account which the UK Security Trustee requests
you to disclose;

(b) to pay or to release any moneys standing to the credit of the Account, in accordance with any instructions which you
receive from the UK Security Trustee;

(c) following notice from the UK Security Trustee that the Security created under the Debenture has become enforceable, not
to permit any withdrawal of any moneys standing to the credit of the Account, without the prior written consent of the
UK Security Trustee and to hold all such moneys to the order of the UK Security Trustee; and

(d) to comply with the terms of any written notices or instructions relating to the Debenture and/or the Account and the debts
represented by them which you receive from the UK Security Trustee.

3 The UK Security Trustee hereby confirms that it consents to the following transactions in relation to the Accounts:

(a) you may collect and pay to the credit of any Account the proceeds of credits for the account of the Borrower;

(b) you may make payments to third parties or to other Accounts in the name of the Borrower on the instructions of the
Borrower and debit the amounts involved to any Accounts; and

32
 (c) you may debit to any Account amounts due to you from the Borrower for operating such account.

4 The UK Security Trustee may, by notice to you, amend or withdraw the consents given in paragraph 3 above.

5 The instructions and authorisations which are contained in this letter shall remain in full force and effect until the Borrower and the
UK Security Trustee together give you notice in writing revoking or amending them. You may comply with the instructions
contained in this letter without further authority from the Borrower.

6 The instructions and authorisations in this letter supersede any instructions and authorisations to the contrary given to you by or
on behalf of any Borrower.

7 This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

8 Please acknowledge your acceptance of the instructions and authorisations contained in this notice by signing the attached Form
of Acknowledgement and returning it to the UK Security Trustee at [·] copied to us.

Yours faithfully

……………………………..

for and on behalf of

[BORROWER]

33
 Part 1B

Form of Acknowledgement

[To be printed only on copy of the Notice of Security given]

To: [· ]

as UK Security Trustee
[Address]

Attention:

Dear Sirs

We hereby acknowledge receipt of the notice (a copy of which is attached hereto (the "Notice")) dated [·] and addressed to us by you
regarding the Account. Terms defined in the Notice shall have the same meanings when used in this letter. We hereby confirm that we:

1 accept the instructions and authorisations contained in the Notice and agree to comply with the terms thereof;

2 do not have, and will not make or exercise, any claims or demands, any rights of counterclaim, Security, rights of combination,
consolidation or set-off or rights against the Borrower in respect of the Account and/or the debts represented by them, or unless
otherwise permitted by the Notice;

3 have not received notice of any interest of any third party in any Account and/or the debts represented by them and to our
knowledge there are no restrictions on the creation of Security over the Account pursuant to the Debenture; and

4 shall not permit any amount to be withdrawn from any Account save as permitted by the Notice or with your prior written consent.

We agree that, in the event that we become aware at any time that any person other than yourselves has or will have any right or interest in
the Accounts and/or the debts represented by them, we will promptly notify you.

The only Account(s) maintained with us is/are the Account(s) referred to in the Notice.

34
This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

Yours faithfully

……………………………..

For and on behalf of [· ]

By:

Date

35
SIGNATURES

The Borrower

EXECUTED as a deed by

,a director
for and on behalf of FERROGLOBE PLC
in the presence of:

Witness
Signature :
Name :
Occupation :
Address :

Notices

Address: London Office | 2nd Floor West Wing, Lansdowne House, 57 Berkeley
Square, London, W1J 6ER, UK

Phone: +44 203 129 2420

Email: oscar.robles@ferroglobe.com and dorcas.murray@ferroglobe.com

Attention: Oscar Robles Alvarez and Dorcas Murray

36
The UK Security Trustee

PNC BANK, NATIONAL ASSOCIATION

By:

Name: Mahir J. Desai

Title: Vice President

Notices

Address: PNC Bank, National Association, as Administrative Agent

Fourth Floor
500 First Avenue, MS P7-PFSC-04-I
Pittsburgh, PA 15219

Fax: (001) 412 705 2400

Attention: Agency Services Loan Administration

37
 EXHIBIT 1.1(S)(3)

SPANISH SECURITY AGREEMENT

[See attached]
 Draft SPB – 20.02.2018
Confidential Information

Date/Fecha 2018

[]
Como Pignorante/as Pledgor

PNC BANK, NATIONAL ASSOCIATION

Como Agente de Garantías/ as Security Agent

[]
Como Entidades Acreditantes/ as Secured Parties

[]
Como la Sociedad/ as the Company

CONTRATO DE PRENDA SOBRE PARTICIPACIONES/

QUOTAS PLEDGE AGREEMENT

Squire Patton Boggs (UK) LLP

Plaza Marqués de Salamanca, 3-4
28006 Madrid
Spain
 Draft SPB – 20.02.2018
Confidential Information

En Madrid, a [ ] de [ ] de 2018. In Madrid, on [ ], [ ] 2018.

REUNIDOS BETWEEN

DE UNA PARTE, ON ONE HAND,

[ ], sociedad existente y válidamente constituida de conformidad [ ], a company duly incorporated pursuant to the laws of Spain, with
con las leyes de España, con domicilio en [ ], inscrita en el Registro registered office located at [ ], registered with Commercial Registry
Mercantil de [ ], y con número de identificación fiscal (N.I.F.) [ ], en of [ ], and with tax identification number (N.I.F.) [ ], in force (“[ ]”).
vigor (“[ ]”). Actúa en su nombre y representación [ ], mayor de It is duly represented by [ ], of legal age, Spanish nationality, with
edad, de nacionalidad española, con documento nacional de Spanish ID (D.N.I.) number [ ], in force, duly empowered for these
identidad español (D.N.I.) número [ ], en vigor, debidamente purposes in his capacity as [ ], by virtue of the public deed granted
facultado para este acto en su calidad de [ ], en virtud de la escritura before the Notary of [ ] [ ] dated on [ ] [ ] [ ], with number [ ] of his
pública otorgada ante el Notario de [ ] [ ] de fecha [ ] de [ ] de [ ], con records. Hereinafter, [ ] will be referred to as the “Pledgor”.
número [ ] de su protocolo. En lo sucesivo, [ ] será denominado
como el “Pignorante”.

DE OTRA PARTE, ON THE OTHER HAND,

PNC BANK, NATIONAL ASSOCIATION, sociedad existente y PNC BANK, NATIONAL ASSOCIATION (hereinafter, “PNC” or
válidamente constituida de conformidad con las leyes de [ ], con the “Security Agent”), a company duly incorporated under the laws
domicilio social en [ ], inscrita en el Registro Mercantil de [ ] y con of [ ], with registered office located at [ ], registered with
número de identificación fiscal (N.I.F.) [ ], en vigor (“PNC” o el Commercial Registry of [ ] and with Tax Identification Number [ ].
“Agente de Garantías”). Actúa en su nombre y representación [ ], It is duly represented by [ ], of legal age, [ ] nationality, with
mayor de edad, de nacionalidad [ ], con número de [ID/Passport] of his nationality number [ ], in force, [and with
[D.N.I./pasaporte] número [ ], en vigor, [y N.I.E. número [ ], en foreign identification (N.I.E.) number [ ], in force], duly empowered
vigor,] debidamente facultado para este acto en su calidad de [ ], en for these purposes in his capacity as [ ], by virtue of the power of
virtud del poder otorgado ante Notario de fecha [ ], [ ], [ ]. attorney granted before the Notary dated on [ ], [ ], [ ].

Asimismo, el Agente de Garantías comparece y actúa en nombre Likewise, the Security Agent appear and acts in his own name and
propio y por cuenta y representación de las entidades acreditantes [ on behalf of the lenders [ ], [ ], [ ], [ ], [ ], [ ] and [ ] (jointly referred
], [ ], [ ], [ ], [ ], [ ] y [ ] (denominadas conjuntamente junto con PNC together with PNC as the "Lenders"), by virtue of his appointment
como las "Entidades Acreditantes") en virtud de su designación as Security Agent under Clause [ ] of the credit facility agreement
como Agente de Garantías según lo dispuesto en la Cláusula [ ] del signed on [ ] 2018 by and among Ferroglobe PLC, PNC, [ ], [ ], [ ], [
contrato de financiación formalizado el [ ] de [ ], de 2018 entre ], [ ], [ ], [ ], Globe Specialty Metals, Inc, Grupo FerroAtlántica
Ferroglobe PLC, PNC, [ ], [ ], [ ], [ ], [ ], [ ], [ ], Globe Specialty S.A.U., FerroAtlántica S.A. and FerroPem, S.A.S., among others,
Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A. y raised into public deed on [ ] [ ] 2018, before the Notary public [ ],
FerroPem, S.A.S., entre otros, elevado a público con fecha [ ], de with number [ ] of his records, as well as by virtue of the power of
2018, ante el Notario [ ], con número [ ] de su protocolo, así como attorney listed hereto as Annex 1. Hereinafter, the Lenders and the
en virtud de los apoderamientos señalados en el Anexo 1. En lo Security Agent shall be referred to jointly as the "Secured Parties"
sucesivo las Entidades Acreditantes y el Agente de Garantías serán and each of them shall be referred to individually as a
designados conjuntamente como las “Partes Garantizadas” y cada "Secured Party".
uno de ellos, de forma individual, como él o una "Parte
Garantizada".

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Y DE OTRA PARTE, AND ON THE OTHER HAND,

[ ], sociedad existente y válidamente constituida de conformidad [ ], a company duly incorporated pursuant to the laws of Spain, with
con las leyes de España, con domicilio en [ ], inscrita en el Registro registered office located at [ ], registered with Commercial Registry
Mercantil de [ ], y con número de identificación fiscal (N.I.F.) [ ], en of [ ], and with tax identification number (N.I.F.) [ ], in force (“[ ]”).
vigor (“[ ]”). Actúa en su nombre y representación [ ], mayor de edad, It is duly represented by [ ], of legal age, Spanish nationality, with
de nacionalidad española, con documento nacional de identidad Spanish ID (D.N.I.) number [ ], in force, duly empowered for these
español (D.N.I.) número [ ], en vigor, debidamente facultado para purposes in his capacity as [ ], by virtue of the public deed granted
este acto en su calidad de [ ], en virtud de la escritura pública before the Notary of [ ] [ ] dated on [ ] [ ] [ ], with number [ ] of his
otorgada ante el Notario de [ ] [ ] de fecha [ ] de [ ] de [ ], con número records. Hereinafter, [ ] will be referred to as the “Company”.
[ ] de su protocolo. En lo sucesivo, [ ] será denominado como la
“Sociedad” 1 .

Asimismo, el Pignorante, la Sociedad y las Partes Garantizadas serán Likewise, the Pledgor, the Company and the Secured Parties shall
denominados, conjuntamente, como las “Partes”. be jointly referred to as the “Parties”.

Las Partes se reconocen mutuamente la capacidad legal necesaria The Parties mutually acknowledge that they have sufficient legal
para la suscripción del presente acuerdo y, a tal efecto, capacity to enter into this agreement and, to this effect,

EXPONEN RECITALS

I . Que, con fecha de [ ] de [ ] de 2018, PNC en su calidad de I. Whereas, on [ ] [ ], 2018, PNC as Lender and Security Agent, the
Entidad Acreditante y Agente de Garantías, las Entidades Lenders, Ferroglobe PLC as borrower (the “Borrower”), Globe
Acreditantes, Ferroglobe PLC como acreditada (la Specialty Metals, Inc, Grupo FerroAtlántica S.A.U.,
“Acreditada”), Globe Specialty Metals, Inc, Grupo FerroAtlántica S.A. and FerroPem, S.A.S. as guarantors (the
FerroAtlántica S.A.U., FerroAtlántica S.A. y FerroPem, S.A.S. en “Guarantors” and together with the Borrower the “Loan
calidad de garantes (los “Garantes” y conjuntamente con la Parties”), among others, have entered into a credit facility
Acreditada, las “Partes Financieras”) entre otros, han suscrito agreement up to the maximum amount of USD 250,000,000,
un contrato de financiación (Credit Agreement) por importe under the laws of the state of New York, United States of
máximo de USD 250.000.000, sujeto a la legislación del estado America (hereinafter, as it may be amended, novated or
de Nueva York, Estados Unidos de América (en adelante, tal y supplemented from time to time, the "Credit Agreement")
como sea novado, modificado o suplementado en cada under which certain credit facilities have been granted to the
momento, el "Contrato de Financiación"), en virtud del cual se Borrower. The Credit Agreement was raised into public deed
han concedido diversas facilidades crediticias a la Acreditada. on [ ] [ ] 2018, before the Notary public [ ], with number [ ] of
El Contrato de Financiación fue elevado a público con fecha [ ], his records.
de 2018, ante el Notario [ ], con número [ ] de su protocolo.

1
Determinadas sociedades filiales de los Garantes no comparecerán en la póliza de Prenda sobre Participaciones, y serán notificadas por
conducto notarial de la constitución de la Prenda a fin de que anoten la misma en el Libro Registro de Socios.

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II. Que, con fecha [ ] de [ ] de 2018, el Agente de Garantías, Globe I I . Whereas, on [ ] [ ], 2018, the Security Agent, Globe Specialty
Specialty Metals, Inc, Grupo FerroAtlántica S.A.U., Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A.
FerroAtlántica S.A. y FerroPem, S.A.S., entre otros, han suscrito and FerroPem, S.A.S, among others, have entered into a
un contrato de garantía (Continuing Agreement of Guaranty continuing agreement of guaranty and suretyship, under which
and Suretyship), en virtud del cual los Garantes han accedido a the Guarantors have agreed to secure as primary obligor, the
garantizar como obligado principal los importes adeudados por amounts owed by the Borrower under the Credit Agreement
la Acreditada bajo el Contrato de Financiación (el “Contrato (the “Guaranty Agreement”). The Guaranty Agreement was
de Garantía”). El Contrato de Garantía fue elevado a público raised into public deed on [ ] [ ] 2018, before the Notary public
con fecha [ ], de 2018, ante el Notario [ ], con número [ ] de su [ ], with number [ ] of his records.
protocolo.

I I I . Que, el Pignorante es titular en pleno dominio de [ ] III. Whereas, the Pledgor owns in full domain [ ] quotas of Euro [ ]
participaciones sociales de [ ] euro de valor nominal cada una, par value each, number [ ] to [ ], including both (the "Quotas")
números de la [ ] a la [ ], ambas inclusive (las of the Company which are fully subscribed and paid, free from
"Participaciones") de la Sociedad las cuales se encuentran any lien, encumbrance or third party right. The Quotas are
íntegramente asumidas y desembolsadas, libres de cargas y owned by the Pledgor pursuant to [ ].
gravámenes y/o de cualesquiera derechos de terceros. Las
Participaciones pertenecen al Pignorante en virtud de [ ].

I V . Que, el otorgamiento de ciertas garantías, incluyendo la I V . Whereas, the granting of certain security, including the
creación de un derecho real de prenda de primer rango sobre las creation of a first ranking pledge over the Company´s Quotas,
Participaciones de la Sociedad se ha establecido como una it has been set out as a condition precedent under the Credit
condición precedente bajo el Contrato de Financiación. Agreement.

V. Que, a tal efecto, con objeto de garantizar el íntegro y puntual V . Whereas, to this purpose, as security of the punctual and full
cumplimiento de la totalidad de las obligaciones asumidas por performance of all the obligations assumed by the Loan Parties
las Partes Financieras bajo el Contrato de Financiación y el under the Credit Agreement and the Guaranty Agreement, the
Contrato de Garantía, el Pignorante está de acuerdo en otorgar Pledgor agrees to grant a first ranking pledge over the Quotas
una prenda de primer rango sobre la totalidad de las of the Company in favor of the Secured Parties (the “Pledge”).
Participaciones de la Sociedad a favor de las Partes
Garantizadas (la “Prenda”).

V I . Que, según lo expuesto, las Partes convienen suscribir el VI. That, in light of the above, the Parties have agreed to execute
presente contrato de prenda (en lo sucesivo, el “Contrato de this pledge agreement (the “Pledge Agreement”, or the
Prenda” o el “Contrato”), que se regirá por las siguientes “Agreement”) which will be governed by the following

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CLÁUSULAS CLAUSES

1. INTERPRETACIÓN Y DEFINICIONES 1. DEFINITIONS AND INTERPRETATION

Los términos que aparecen en mayúsculas en el presente Capitalised terms shall have the meanings as set out herein:
Contrato tendrán el significado que aquí se establece:

“Agente de Garantías” significa PNC Bank, National “Security Agent” means PNC Bank, National Association.
Association.

“Contrato de Financiación” tendrá el significado “Credit Agreement” shall have the meaning described in
referido en el Expositivo I anterior. Recital I above.

“Contrato de Garantía” significa el Contrato Continuado de “Guaranty Agreement” means the Continuing Agreement of
Garantía y Afianzamiento referido en el Expositivo II anterior. Guaranty and Suretyship described in Recital II above.

“Documentos de la Financiación” significa el presente "Loan Documents” means this Agreement, the Guaranty
Contrato, el Contrato de Garantía, el Contrato de Financiación, Agreement, the Credit Agreement, as well as any other
así como cualesquiera otros documentos que noven, documents that amend, clarify, rectify or replace the
clarifiquen, rectifiquen o sustituyan los documentos aforementioned documents.
anteriormente mencionados.

“Entidades Acreditantes” significa PNC, [ ], [ ], [ ], [ ], [ ], [ ] y [ “Lenders” means PNC [ ], [ ], [ ], [ ], [ ], [ ] and [ ]

].

“Obligaciones Garantizadas" significa todas las obligaciones "Secured Obligations" means all present and future payment
de pago presentes y futuras adeudadas por la Acreditada o los obligations and liabilities owed by the Company or the
Garantes a todas o cualquiera de las Partes Garantizadas bajo Guarantors to all or any of the Secured Parties under the Loan
los Documentos de Financiación, incluyendo (a) en la medida Documents, including (a) to the extent arising pursuant to or in
en que surja de conformidad con el Contrato de Financiación o connection with the Credit Agreement or any other Loan
cualquiera de los Documentos de la Financiación, todos y cada Documents, any and all loans, advances, debts, liabilities and
uno de los préstamos, anticipos, deudas, responsabilidades y obligations owed to the Secured Parties in any capacity
obligaciones. adeudadas a las Partes Garantizadas en cualquier whatsoever, of any kind or nature, present or future (whether in
capacidad, de cualquier tipo o naturaleza, presentes o futuros principal, interest, fees, costs, expenses, commissions,
(ya sea en el capital principal, intereses, honorarios, costes, accessories and other amounts due, whether or not evidenced
gastos, comisiones, accesorios y otros importes adeudados, by a note, guaranty or other instrument, whether or not for the
evidenciados o no mediante pagare, garantía u otro payment of money), absolute or contingent, joint or several,
instrumento, ya sea o no para el pago de dinero), absolutas o due or to become due, now existing or hereafter arising,
contingentes, mancomunados o solidarias, vencidas o próximas contractual or tortious, liquidated or unliquidated, regardless of
a su vencimiento, presentes o surgidas en el futuro, how such indebtedness or liabilities arise or whether evidenced
contractuales o perjudiciales, liquidadas o sin liquidar, by any agreement or instrument, (b) any and all amounts due
independientemente de cómo surja dicho endeudamiento o under any and all Foreign Currency Hedge (as defined in the
responsabilidad, o si se evidencia por cualquier acuerdo o Credit Agreement) and/or Interest Rate Hedge (as defined in the
instrumento, (b) todos y cada uno de los importes vencidos en Credit Agreement) and (c) any amounts due under any Other
virtud del Derivado de Cobertura sobre Divisa Extranjera Lender Provided Financial Service Product, all as further
(según este término se define en el Contrato de Financiación) defined in the Credit Agreement. Notwithstanding anything to
y/o el Derivado del Tipo de Interés (según se define en el the contrary contained in the foregoing, the Secured
Contrato de Financiación) y (c) cualquier cantidad adeudada Obligations shall not include any Excluded Hedge Liabilities,
bajo cualquier otro Producto de Servicios Financieros Otorgado as defined in the Credit Agreement.
por Otra Entidad Acreditante, todo ello según lo definido en el
Contrato de Financiación. Sin perjuicio de cualquier
disposición contraria establecida en lo anterior, las
Obligaciones Garantizadas no incluirán ningún Pasivo de
Cobertura Excluido, tal como se define en el Contrato de
Financiación.

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“Partes Financieras” significa Ferroglobe PLC, Globe “Loan Parties” means Ferroglobe PLC, Globe Specialty
Specialty Metals, Inc, Grupo FerroAtlántica S.A.U., Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A.
FerroAtlántica S.A. y FerroPem, S.A.S. and FerroPem, S.A.S.

“Partes Garantizadas” PNC, [ ], [ ], [ ], [ ], [ ], [ ] y [ ]. “Secured Parties” means PNC [ ], [ ], [ ], [ ], [ ], [ ] and [ ].

“Supuesto de Ejecución” significa lo dispuesto en la Cláusula “Enforcement Event” has the meaning given under Clause
10.1 siguiente. 10.1 below.

“Supuesto de Incumplimiento” significa lo dispuesto en la “Event of Default” has the meaning given under clause 9
cláusula 9 (Event of Default) del Contrato de Financiación. (Event of Default) of the Credit Agreement.

2. CONSTITUCIÓN DE PRENDA DE PRIMER RANGO 2. CREATION OF A FIRST RANKING PLEDGE

2 . 1 En garantía del íntegro y puntual cumplimiento de las 2 . 1 As security of full and timely fulfilment of all the Secured
Obligaciones Garantizadas y sin perjuicio de la responsabilidad Obligations, and without prejudice to the general liability
patrimonial universal del Pignorante prevista en el artículo (responsabilidad patrimonial universal) of the Pledgor under
1.911 del Código civil que no se entiende limitada en modo section 1,911 of the Spanish Civil Code, which shall not be
alguno por el otorgamiento de la Prenda, el Pignorante limited in any way by the creation of this Pledge, the Pledgor
constituye un derecho real de prenda de primer rango sobre la hereby grants a first ranking in rem right of pledge over the all
totalidad de las Participaciones de la Sociedad a favor de las the Quotas of the Company in favor of the Secured Parties,
Partes Garantizadas, que lo aceptan, en garantía del which accept the pledge granted in their favor, as security for
cumplimiento de las Obligaciones Garantizadas. El Agente de the fulfillment of the Secured Obligations. The Security Agent
Garantías acepta expresamente el derecho real de prenda en su hereby expressly accepts the creation of the in rem right of
propio nombre y derecho y en nombre y representación de los pledge in its own name and in name and on behalf of the
restantes Partes Garantizadas. Secured Parties.

2 . 2 La Prenda constituida en virtud del presente contrato se 2.2 The Pledge created in this document is a pledge with transfer
constituye como prenda con desplazamiento posesorio de of possession (prenda con desplazamiento) under sections
conformidad con los artículos 1.857 y 1.865 del Código Civil, 1,857, and 1,865 of the Spanish Civil Code, so that the Pledge
por lo que la Prenda será plenamente eficaz y oponible frente a will be fully effective and enforceable against third parties and
terceros y frente a la Acreditada y los Garantes desde el against the Borrower or the Guarantors from the time upon the
momento del otorgamiento de la presente Prenda. granting of this Pledge.

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3. ENTREGA DE LA POSESIÓN 3. DELIVERY OF POSSESSION

3 . 1 A los efectos traslativos de la posesión a que se refiere el 3 . 1 As regards article 1863 of the Spanish Civil Code, the
artículo 1.863 del Código Civil, la Pignorante hace entrega en Pledgor hereby proceeds to deliver in deposit to the Security
este acto al Notario que interviene la presente póliza, de los Agent the Company´s Shares certificate representative of the
respectivos títulos de propiedad originales de las Shares, duly endorsed in guarantee with the intervention of
Participaciones, sobre los cuales el Notario autorizante hace the appearing Notary that includes the relevant notarial
constar la constitución de la Prenda a favor de las Partes statements in the Company´s Shares certificate regarding the
Garantizadas y cuyo original es devuelto en este acto por el creation of the Pledge. The Security Agent undertakes to
Notario a la Pignorante, quedando una fotocopia de dichos keep and preserve the Company´s Shares certificate and to
títulos de propiedad en poder del Agente de Garantías, y return them back to the Pledgor on the date of the release of
unido al presente documento como Anexo 2. this Pledge pursuant to Clause 12 below. A copy of the
Company´s Shares certificate is attached hereto as Annex 2.

Además, la Sociedad, presente en este acto, toma razón y se da Furthermore, the Company present at this act, acknowledges
por expresamente notificada de los términos y condiciones en this and considers themselves to be expressly notified of the
que ha quedado constituida la Prenda a favor de las Partes terms and conditions in which the Pledge has been constituted
Garantizadas, siendo la Prenda plenamente efectiva desde este in favour of the Secured Parties, and the Pledge is fully
momento, a los efectos legales oportunos. effective from this time to all appropriate legal effects.

La Sociedad hace entrega en este acto al Agente de Garantías At this act, the Company hands over a certificate signed by the
del certificado firmado por el órgano de administración de la director of the company, with the signature notarised and
Sociedad, con la firma legitimada notarialmente, que acredita which verifies the registration of the Pledge in favour of the
la inscripción de la Prenda a favor de las Partes Garantizadas Secured Parties in the Company’s Shareholders Registry, in
en el Libro Registro de Socios de las Sociedad, conforme al accordance with the form listed as Annex 3.
modelo que se adjunta como Anexo 3.

4. INDIVISIBILIDAD DE LA PRENDA 4. INDIVISIBILITY OF THE PLEDGE

4.1 La Prenda que se constituye a favor de las Partes Garantizadas 4 . 1 The Pledge granted for the benefit of the Secured Parties
garantiza el íntegro y total cumplimiento de la totalidad de las secures the payment and discharge of all of the Secured
Obligaciones Garantizadas. Obligations.

4 . 2 La Prenda y el ejercicio de la acción real pignoraticia que 4 . 2 The Pledge and the exercise of the pledge enforcement
lleva aparejada se entienden sin perjuicio de las obligaciones attached will be deemed to be without prejudice to the
que para la Acreditada y los Garantes se derivan de los obligations assumed by the Borrower and the Guarantors
Documentos de la Financiación, que no se entienden under the Loan Documents, which shall not be limited
limitadas en modo alguno por la constitución de la Prenda. whatsoever by the creation of this Pledge.

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4 . 3 La Prenda tiene el carácter de indivisible. En consecuencia, 4 . 3 This Pledge is granted with an indivisible nature.
cada una de las Participaciones de la Sociedad garantiza el Consequently, each of the Company Quotas secures the full
integro cumplimiento de las Obligaciones Garantizadas. El payment and discharge of all of the Secured Obligations. The
cumplimiento parcial de las Obligaciones partial discharge of the Secured Obligations will not
Garantizadas no extinguirá proporcionalmente la Prenda, que proportionally extinguish the Pledge, which may only be
sólo se cancelará una vez que hayan sido íntegramente cancelled after the Secured Obligations are discharged in full.
satisfechas la totalidad de las Obligaciones Garantizadas.

5. EXTENSIÓN DE LA PRENDA 5. EXTENSION OF THE PLEDGE

5.1 Sustitución de activos 5.1 Substitution of assets

(a) La Prenda se extenderá y comprenderá cualesquiera títulos, (a) The Pledge shall extend to and comprise any instruments,
valores, derechos, activos (materiales o inmateriales), securities, rights, assets (whether tangible or intangible),
participaciones o fondos que sustituyan, se intercambien o quotas or funds which may substitute, be exchangeable for or
correspondan a cualesquiera de las Participaciones en el caso be attached to any of the Quotas in the event of merger,
de fusión, disolución, ampliación o reducción de capital social, winding- up, increase or decrease of share capital, conversion
conversión o canje, transformación, escisión, redención, o or exchange, transformation, spin-off, de-merger, redemption or
cualesquiera otras circunstancias similares que afecten a la any other similar circumstances affecting the Company or the
Sociedad o a las Participaciones. Las referencias a las Quotas. Any reference made in this Agreement to the Quotas
Participaciones objeto de Prenda en este Contrato serán subject to Pledge shall be deemed to include all such
aplicables a cualquiera títulos, valores, activos o fondos que instruments, securities, assets or funds that may substitute or be
las sustituyan o correspondan en cada momento; attached to them at any time;

(b) El Pignorante informará al Agente de Garantías tan pronto (b) The Pledgor shall inform the Security Agent as soon as any of
como se haya producido cualquiera de las circunstancias the events outlined in the previous paragraph takes place;
mencionadas en el párrafo anterior;

(c) Sin perjuicio de que la extensión de la Prenda operará de (c) Without prejudice to the extension of the Pledge operating
manera automática cuando ocurra cualquiera de las automatically upon the occurrence of any of the events
circunstancias descritas anteriormente, el Pignorante se described above, the Pledgor undertakes to execute all such
compromete a otorgar cuantos documentos públicos o privados public and/or private documents which may be necessary for
sean necesarios a los efectos de perfeccionar y evidenciar dicha the purposes of perfecting and evidencing such extension
extensión en un plazo de un (1) mes desde el momento en el within one (1) month following the occurrence of any of such
que tenga lugar cualquiera de las circunstancias anteriores; events above;

(d) En el supuesto de que la Prenda se extienda a dinero o derechos (d) In the event that the Pledge extends to cash or to credit rights
de crédito convertibles en dinero, el Pignorante se compromete which may be converted into cash, the Pledgor undertakes to
a depositar dichos importes en una cuenta bancaria abierta a deposit such amounts in a bank account in the name of the
nombre del Pignorante en la entidad bancaria designada por el Pledgor opened with the bank indicated by the Security Agent,
Agente de Garantías o una cuenta ya pignorada a favor del or in a bank account which has already been pledged in favor
Agente de Garantías o una entidad designada por éste y a of the Security Aent, or with an entity designated by him and
otorgar un derecho real de prenda sobre los derechos de crédito to grant an in rem right of pledge over the credit rights arising
derivados de dicha cuenta bancaria a favor de las Partes from such bank account in favor of the Secured Parties
Garantizadas en garantía de las Obligaciones Garantizadas; y securing the Secured Obligations; and

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5.2 Aumentos de capital 5.2 Capital increases

En el caso de que se produjera un aumento de capital de Subject to the provisions in the preceding paragraph, in the
conformidad con lo previsto en el párrafo anterior, las Partes event of a capital increase of the Company, the Parties
expresamente acuerdan que: expressly agree that

(a) El Pignorante se compromete a que las Participaciones (a) The Pledgor undertakes that the Quotas pledged in favor of the
pignoradas en favor de las Partes Garantizadas representen en Secured Parties represent [ ]% of the capital of the Company at
todo momento el [ ]% del capital social de la Sociedad, all times, having to exercise in case of a capital increase its
debiendo en caso de aumento de capital social ejercitar su preemption right in relation to any newly created quotas that
derecho de asunción preferente sobre cuantas participaciones may be necessary, so that the percentage of the Pledgor´s
de nueva creación sean necesarias con el fin de que el participation in the share capital of the Company is not
porcentaje del Pignorante en el capital social de la Sociedad no reduced;
se vea reducido;

(a) El Pignorante no acordará la exclusión del derecho de (b) The Pledgor shall not resolve to exclude the pre-emption rights
preferencia en relación con las participaciones que se creen in relation to the quotas created as a result of the capital
como resultado del aumento de capital; increase;

(c) El Pignorante deberá ejercitar su derecho de preferencia sobre (c) The Pledgor shall exercise its pre-emptive right over the newly
todas las nuevas participaciones y la Prenda creada por el created quotas and the Pledge created under this Agreement
presente Contrato se extenderá a las nuevas participaciones shall extend to the newly created quotas. To that effect, the
creadas. A tal efecto, el Pignorante se compromete Pledgor hereby unconditionally and irrevocably undertakes to
incondicional e irrevocablemente a pignorarlas a favor de las pledge them in favor of the Secured Parties in the same terms
Partes Garantizadas en los mismos términos y condiciones que and conditions as those included in this Agreement, complying
las incluidas en este Contrato, observando para ello las with the formalities and timeframes set out in paragraph below;
formalidades y los plazos incluidos en el párrafo siguiente; y and

(d) Las nuevas participaciones deberán quedar pignoradas en los (d) The new quotas shall be pledged under the same terms and
mismos términos y condiciones establecidos en la presente conditions set out herein, so that the Pledgor undertakes to:
Prenda, para lo cual el Pignorante se compromete:

- Elevar dicho acuerdo y su ejecución a escritura pública ante - Formalise the resolution and its execution in a public deed
el Notario que libremente designen o, en su defecto, ante el granted before the Notary public that they freely designate
designado por el Agente de Garantías, dentro de los quince or, in its absence, before the Notary public designated by
(15) días hábiles siguientes a la adopción del acuerdo; the Security Agent within fifteen (15) business days
following the adoption of the resolution;

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- Presentar la escritura en el Registro Mercantil - Submit the deed for registration with the relevant
correspondiente dentro de los quince (15) días hábiles Mercantile Registry within fifteen (15) business days
siguientes a la liquidación de los tributos; following the payment of taxes;

- Anotar las nuevas participaciones a nombre del Pignorante - Register the new quotas in the name of the Pledgor in the
en el Libro Registro de Socios de la Sociedad dentro de los Company´s Shareholders Registry within ten (10) business
diez (10) días hábiles siguientes a la inscripción del days following the registration with the relevant
aumento de capital en el Registro Mercantil competente; Mercantile Registry of the share capital increase;

- Una vez realizadas todas las actuaciones anteriores y dentro - Once all the above acts have been carried out, and within
de los quince (15) días hábiles siguientes a la anotación de fifteen (15) business days following the registration of the
las nuevas participaciones en el Libro Registro de Socios new quotas in the Company´s Shareholders Registry, the
de la Sociedad, el Pignorante y la Sociedad formalizarán la Pledgor and the Company shall formalise the extension of
extensión de la Prenda en documento público ante el the Pledge in a public document before the Notary public
Notario que libremente designen o, en su defecto, ante el they freely designate or, in its absence, before the Notary
designado por el Agente de Garantías, de forma que las public freely designated by the Security Agent, so that the
nuevas participaciones queden pignoradas en los mismos new quotas are pledged in the same terms and conditions
términos y condiciones que las del presente Contrato; y as those set out in this Agreement; and

- La Sociedad se hará cargo en todo momento de los gastos, - The Company shall bear all applicable expenses, fees,
honorarios, aranceles y tributos correspondientes duties and taxes.

Las Partes Garantizadas aceptan en este acto cualquier prenda The Secured Parties accepts hereby any pledge over new quotas
sobre nuevas participaciones de la Sociedad que pueda of the Company which the Pledgor may create in accordance
constituir la Pignorante en cumplimiento de lo dispuesto en with the present Clause.
esta Cláusula.

El Agente de Garantías estará facultado para ser parte y otorgar The Security Agent shall be entitled to appear and execute
cualquier documento complementario en beneficio de las such supplementary document for the benefit of the Secured
Partes Garantizadas, independientemente del derecho Parties, irrespective of the right of each particular Secured Party
individual de cada Parte Garantizada a ser parte y suscribir el to appear and execute the aforesaid supplementary document
documento complementario mencionado junto con el Agente along with the Security Agent.
de Garantías.

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6. INDISPONIBILIDAD DE LAS PARTICIPACIONES 6. NON-TRANSFERABILITY OF THE QUOTAS

6.1 En tanto subsista la Prenda, el Pignorante se obliga a no vender 6 .1 During the term of this Pledge, the Pledgor undertakes not to
las Participacionesde la Sociedad, ni transmitirlas, ni cederlas, sell, nor transfer, nor assign, nor substitute, nor encumber, nor
ni canjearlas, ni gravarlas, ni disponer de ellas de cualquier otra charge or in any manner dispose of the Company Quotas nor to
manera, ni constituir ningún derecho de opción o restricción a create any option right or restriction on their free transferability
su libre transmisibilidad en caso de ejecución de la Prenda, in the event of enforcement of the Pledge, unless it allowed
salvo que se encuentre permitido de acuerdo con los under the Loan Documents and subject to the terms and
Documentos de la Financiación y con sujeción a los términos y conditions contained therein, or it is previously authorised in
condiciones establecidos en los mismos, o salvo que sea writing by the Secured Parties.
expresa y previamente autorizado por escrito por las Partes
Garantizadas.

6.2 Asimismo, en tanto subsista la Prenda, el Pignorante se obliga a 6 . 2 Likewise, during the term of this Pledge, the Pledgor
no reducir el capital social de la Sociedad salvo que, (a) se undertakes not to decrease the share capital of the Company
encuentre permitido de conformidad con los Documentos de la unless, (a) it is permitted under the Loan Documents or (b) the
Financiación o (b) la Sociedad esté obligada legalmente a Company is obliged under the law to complete such capital
realizar dicha reducción de capital a los efectos de reequilibrar reduction for the purposes of rebalancing its equity and
el patrimonio social de la Sociedad sin que haya devoluciones without reimbursing any contributions to its shareholders.
de aportaciones a sus socios.

7. OBLIGACIONES DEL PIGNORANTE Y DE LA SOCIEDAD 7. OBLIGATIONS OF THE PLEDGOR AND OF THE

COMPANY

Durante la vigencia de la Prenda, el Pignorante se compromete While this Pledge is in force, the Pledgor undertakes:
a:

(a) No hacer ni permitir que se haga nada que perjudique la (a) Not to cause or permit any action that may affects the
Prenda ni que la convierta en invalida o inejecutable o Pledge, nor that make it invalid or unenforceable or affects
menoscabe de cualquier manera su eficacia y, en general, in any way its effectiveness and, in general, shall refrain
se abstendrá de cualquier acto u omisión que pudiera from any act or omission that could affects the rights
perjudicar los derechos otorgados a favor de las Partes granted in favor of the Secured Parties;
Garantizadas;

(b) Que las Participaciones de la Sociedad pignoradas por (b) That the Company´s Quotas pledged hereunder represent [
medio de esta Prenda representen en cada momento el [ ]% ]% of the share capital of the Company;
del capital social de la Sociedad;

(c) No constituir ninguna carga, gravamen derecho de opción o (c) Not to create any lien, encumbrance, option right or
restricción a su libre transmisibilidad distinto de los restriction on their free transferability other than those
establecidos legalmente y en el presente Contrato, salvo established by law and in this Agreement save as permitted
que esté permitido bajo los Documentos de la under the Loan Documents;
Financiación;

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(d) Notificar al Agente de Garantías sobre cualquier situación (d) To notify the Security Agent of any situation that could
que pueda conducir a un procedimiento concursal que lead to a formal insolvency proceeding involving the
implique la imposibilidad del Pignorante para cumplir sus Pledgor or that may imply the inability of the Pledgor to
obligaciones; fulfil its obligations;

(e) El Pignorante y la Sociedad se comprometen a legalizar (e) The Pledgor and the Company undertake to electronically
telemáticamente el Libro Registro de Socios de la legalise the Company´s Shareholders Registry including
Sociedad, haciendo constar en el mismo la Prenda, this the Pledge, annually and within the period of four (4)
anualmente y dentro del plazo de cuatro (4) meses desde el months upon the closing of the financial year, and the
cierre de su ejercicio social y la prohibición de disponer prohibition to dispose of this created by virtue of this
constituidas en virtud de esta Prenda, y a acreditar Pledge, and to certify to the Security Agent that this
documentalmente al Agente de Garantías que dicha legalisation has occurred;
legalización se ha producido;

(f) Mantener o hacer que se mantengan en todo momento el (f) To maintain or cause to be maintained at all times the right
derecho de prenda y la garantía sobre las Participaciones, of pledge and the security over the Quotas, as well as the
así como la prioridad y rango de las mismas y la atribución priority and Rank of the same, and the allocation on the
a las Partes Garantizadas en los Estatutos Sociales, si fuera Secured Parties in the by-laws of the Company, if
aplicable, de los derechos políticos en caso que tenga lugar applicable, of the exercise of the political rights upon the
un Supuesto de Ejecución de la Prenda; occurrence of an Enforcement Event of the Pledge;

(g) No crear, ni permitir que subsista ninguna garantía, carga o (g) Not to create or permit to subsist any security, lien or
gravamen de ningún tipo distinto de la Prenda sobre las encumbrance of any kind, other than the Pledge, over the
Participaciones, así como no realizar ninguna actuación Quotas nor do anything else prohibited under the Credit
prohibida bajo los Documentos de la Financiación, ni bajo Agreement or this Agreement; and
este Contrato; y

(h) No llevar a cabo ninguna fusión, escisión, reestructuración (h) Not to enter into any merger, demerger, consolidation or
o reorganización societaria, salvo en los supuestos corporate reconstruction, except as permitted under the
permitidos en los Documentos de la Financiación.2 Loan Documents.

8. EJERCICIO DE LOS DERECHOS DEL SOCIO 8. EXERCISE OF THE SHAREHOLDER'S RIGHTS

8 . 1 En tanto no haya acaecido un Supuesto de Incumplimiento, 8.1 As long as an Event of Default has not occurred and been duly
notificado a la Acreditada y los Garantes conforme a lo notified to the Borrower and the Guarantors according to
establecido en la Cláusula 9 (Event of Default) del Contrato de Clause 9 (Event of Default)of the Credit Agreement, the
Financiación corresponderá al Pignorante de conformidad con Pledgor, under section 132 of the Spanish Companies Act, will
el artículo 132 de la Ley de Sociedades de Capital: be entitled to:

2
Supuesto que enlaza con lo dispuesto en la cláusula 8.2.6 del Credit Agreement.

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(a) el ejercicio de los derechos políticos o de voto en relación (a) exercise the voting rights attached to the Company
con las Participaciones de la Sociedad; y Quotas; and

(b) obtener y retener los derechos económicos (b) retain and receive the economic rights attached to the
correspondientes a las Participaciones de la Sociedad Company Quotas (including, dividends, interests or any
(incluyendo dividendos, intereses, frutos o rendimientos de other return).
cualquier clase).

8 .2 El Pignorante ejercerá los derechos políticos correspondientes 8 . 2 The Pledgor shall exercise the voting rights attached to the
a las Participaciones de la Sociedad de forma coherente con el Company Quotas in accordance and in compliance with the
cumplimiento de los términos de los Documentos de la provisions of the Loan Documents. In any case, the Pledgor
Financiación. En todo caso, el Pignorante no podrá ejercer los may not exercise, the voting rights attached to the Company
derechos políticos correspondientes a las Participaciones de la Quotas in a manner prejudicial to the validity or enforceability
Sociedad de manera que sea perjudicial para la validez o of the Pledge.
ejecución de la Prenda.

8.3 Desde que tenga lugar un Supuesto de Incumplimiento y hasta 8 . 3 Upon the occurrence of an Event of Default and until such
que el mismo no sea subsanado o dispensado por el Agente de Event of Default is not remedied or waived by the Security
Garantías, el ejercicio de los derechos políticos y económicos Agent, the exercise of any voting and economic rights
correspondientes a las Participaciones de la Sociedad (including, dividends, interests or any other return) in respect
(incluyendo dividendos, intereses, frutos o rendimientos de of the Company Quotas may be exercised by the Security
cualquier clase) podrán ser ejercitados por el Agente de Agent.
Garantías.

En tales circunstancias, el Agente de Garantías podrá ejercitar In such circumstances, the Security Agent may exercise the
los derechos políticos y económicos inherentes a las voting and economic rights attached to the Company Quotas
Participaciones de la Sociedad en el interés social y con la for the benefit of Company according to the standard business
diligencia exigible a un ordenado empresario. En tal caso, las practice. In such a case, the amounts that may be distributed
cantidades que puedan ser distribuidas y que correspondan al and which correspond to the Pledgor (as dividends or as any
Pignorante (ya sea como dividendos o de cualquier otra manera other form admitted by law), will be subject to the payment (up
permitida en derecho), quedarán afectas al pago (hasta donde to the amount of the mentioned dividends or rights) of the
alcance el importe de tales dividendos o derechos) de las Secured Obligations of the Credit Agreement.
Obligaciones Garantizadas del Contrato de Financiación.

8 .4 Con objeto de permitir al Agente de Garantías el ejercicio de 8 . 4 With the purpose of allowing the Security Agent to exercise
los derechos económicos y políticos de las Participaciones, en the economic and political rights attached to the Quotas, if an
caso de que se produzca un Supuesto de Incumplimiento Event of Default occurs, having been notified by the Security
notificado por parte del Agente de Garantías a la Acreditada, el Agent to the Borrower, the Pledgor within fifteen (15) business
Pignorante dentro de los quince (15) días hábiles siguientes tras days following such notification, shall adopt the actions that
dicha notificación, deberá adoptar las actuaciones que sean may be convenient so that the Company raise into public deed
oportunas a fin de que la Sociedad eleve a público el acuerdo the Company´s resolution to introduce a new article under the
relativo a la introducción de un nuevo artículo en los estatutos Company's by-laws, by including the following text (in case
de la Sociedad, mediante la inclusión del siguiente texto (en that the by-laws of the Company do not foresee such a clause as
caso de que los estatutos de la Sociedad no previeran una per terms similar to the terms below):
disposición en términos similares):

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(a) "En caso de prenda de las participaciones, (a) "In the event that the quotas are pledged, shareholder
corresponderán al Agente de Garantías los derechos de rights attached to the pledged quotas shall belong to the
socio correspondientes a las participaciones pignoradas Security Agent from the moment the pledgor and the
desde el momento en que se notifique por conducto company are notified through a notary of the occurrence
notarial al pignorante y a la sociedad la existencia de un of an event of default of the Secured Obligation under the
supuesto de incumplimiento de las Obligaciones Loan Documents, provided that (i) judicial enforcement of
Garantizadas bajo los Documentos de la Financiación, the pledge has been initiated; or (ii) in the event of
siempre y cuando (i) se haya admitido a trámite la notarial enforcement, provided that the debtor has been
ejecución judicial de la prenda; o (ii) en el caso de duly summoned. Until such notification takes place,
ejecución notarial, se acredite fehacientemente la citación shareholder rights shall belong to the pledgor
del deudor. En tanto tal notificación no se produzca, los shareholder."
derechos de socio corresponderán al socio pignorante.”

Si la inscripción de la mencionada modificación estatutaria In the event that registration of the abovementioned
se hubiera denegado por el Registro Mercantil, las Partes amendment is rejected by the Mercantile Registry, the
Garantizadas y el Pignorante negociarán una redacción Secured Parties and the Pledgor shall negotiate an
alternativa al objeto de dotar de efectividad el espíritu de alternative wording to reflect the spirit of the amendment
la misma y el Pignorante deberá llevar de nuevo a cabo las and the Pledgor shall thereafter promptly carry out again
actuaciones indicadas en el párrafo anterior a la mayor the acts set out in the preceding paragraph in respect of the
brevedad respecto de la modificación revisada del artículo revised amendment to article of the Company's by-laws.
de los estatutos de la Sociedad.

8 .5 El Pignorante se compromete expresa e irrevocablemente a no 8.5 The Pledgor expressly and irrevocably undertakes not to adopt
realizar modificaciones estatutarias que sean contrarias a los amendments of the bylaws of the Company which are opposed
Documentos de la Financiación y/o que tengan como finalidad to the terms of the Loan Documents and/or are done for the
el establecimiento de restricciones al ejercicio de derechos purposes of setting forth thereunder restrictions to the exercise
políticos y económicos inherentes a las Participaciones de la of the voting and economic rights attached to the Company
Sociedad y/o que tengan como finalidad el establecimiento de Quotas and/or are done for the purposes of setting forth
restricciones a la libre transmisibilidad de las mismas en caso thereunder restrictions to the free transferability of the
de ejecución de la presente Prenda (tales como derechos de Company’s Quotas in case of the enforcement of the Pledge (as
tanteo o de preferencia a favor de la propia sociedad o sus pre-emption rights and pre-emptive acquisition rights in favor
socios en caso de ejecución de prenda), sin perjuicio de lo of the Company in case of enforcement of pledge), without
previsto en el artículo 109 de la Ley de Sociedades de Capital. prejudice of article 109 of the Spanish Companies Act.

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8.6 Además, el Pignorante expresa e irrevocablemente renuncia por 8 . 6 Moreover, the Pledgor expressly and irrevocably waives
la presente, en beneficio de las Partes Garantizadas, según hereby for the benefit of the Secured Parties, as applicable and
corresponda y en caso de acaecimiento de un Supuesto de upon the occurrence of an Even of Default, to exercise any pre-
Incumplimiento, al ejercicio de cualquier derecho de emptive right, which could correspond, to it at any time being,
preferencia que pudiera corresponderle en cada momento, en el in case of a compulsory transfer of the Quotas arising of the
supuesto de una transmisión forzosa de las Participaciones execution of this Pledge.
derivada de la ejecución de la presente Prenda.

8 . 7 A efectos aclaratorios, desde el momento en el que cese 8.7 For clarification purposes, from the moment of the cessation of
cualquier Supuesto de Incumplimiento por haber sido el mismo any Event of Default due to its remedy or waived by the
subsanado o aceptado por las Partes Garantizadas, los derechos Secured Parties, the rights referred to in Clause 8.1 above will
referidos en la Cláusula 8.1 anterior volverán a ser ejercidos por be exercised again by the Pledgor.
el Pignorante.

9. DECLARACIONES Y GARANTÍAS DEL PIGNORANTE Y 9. REPRESENTATIONS AND WARRANTIES OF THE

LA SOCIEDAD PLEDGOR AND THE COMPANY

El Pignorante y la Sociedad declaran y garantizan de forma The Pledgor and the Company jointly represent and warrant, as
mancomunada, según corresponda, en beneficio de las Partes applicable, for the benefit of the Secured Parties:
Garantizadas:

(a) Que están válidamente constituidas y debidamente (a) That are validly incorporated and duly registered with the
inscritas en los Registros competentes y ostentan plena relevant Mercantile Register and have full capacity to act;
capacidad de obrar;

(b) Que tienen capacidad para suscribir y cumplir el presente (b) That are authorised to enter into and fulfil this Agreement
Contrato y han realizado todas las actuaciones necesarias and have carried out all necessary actions to authorise the
para autorizar el otorgamiento y cumplimiento del mismo; granting and fulfilment thereof;

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(c) Que tienen los necesarios derechos y facultades para suscribir (c) That have the required powers and legal rights to execute this
este Contrato y que el Pignorante tiene el título y los derechos Agreement and the Pledgor has the necessary legal title and the
necesarios para pignorar, ceder y transmitir las Participaciones right to pledge, assign and transfer the Quotas for the purposes
los efectos de cumplir con el presente Contrato; of complying with this Agreement;

(d) Que las Participaciones representan el []% del capital social de (d) That the Quotas represent a [ ]% of the share capital of the
la Sociedad; Company;

(e) Que el Pignorante ostenta legítimamente la plena propiedad de (e) That the Pledgor has full legal and beneficial ownership of the
las Participaciones; Quotas;

(f) Que las Participaciones no están sometidas a ninguna carga, (f) That the Quotas are not subject to any charge, lien or purchase
gravamen o derecho de opción de compra o de venta o de or sale option right or third party right, except for the one
tercero, a excepción del constituido en virtud del presente created pursuant to this Agreement.
Contrato;

(g) Que a su leal saber y entender la constitución de la presente (g) That to the best of their knowledge, the creation of this Pledge
Prenda no contradice los estatutos de la Sociedad ni, hasta does not conflict with the by-laws of the Company, nor, to the
donde tienen conocimiento, ninguno de los contratos, best of its knowledge, any contracts, obligations, agreements,
obligaciones, acuerdos, compromisos, cargas o regulaciones de undertakings, charges or regulations to which it is a party or by
las que sea parte o por las que esté obligado, ni supone el which it is bound, nor it will imply the breach of such terms
incumplimiento de sus términos y condiciones, habiendo sido and conditions, having been obtained, should it be necessary,
obtenido, en caso de ser necesarios, todos los consentimientos all necessary consents in order to avoid the breach of any
oportunos al efecto de evitar el incumplimiento de cualquier commitment assumed prior to the execution of this Agreement;
compromiso adquirido con anterioridad al otorgamiento del and
presente Contrato; y

(h) Que el otorgamiento de este Contrato, constituye y crea una (h) That the execution of this Agreement, creates a first ranking in
garantía real de primer rango sobre las Participaciones en favor rem right of pledge over the Quotas in favour of the Secured
de las Partes Garantizadas en garantía del cumplimiento de las Parties as security of the Secured Obligations.
Obligaciones Garantizadas.

Todas las declaraciones y garantías aquí contenidas se All the representations and warranties herein contained shall
mantendrán vigentes, vinculantes y con efectos hasta la remain in force, binding and effective up to the cancellation of
cancelación de la presente Prenda y, en su caso, de sus this Pledge, and if applicable, of its extensions and shall be
extensiones, y se entenderán repetidas (salvo que expresamente deemed to be repeated (unless they specifically refer to a
se refieran a una fecha específica) con occasion del determined date) at the time of granting and perfection of any
otorgamiento y perfección de cada una de las eventuales extension of the Pledge.
extensiones de la Prenda.

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10. EJECUCIÓN DE LA PRENDA 10. ENFORCEMENT OF THE PLEDGE

10.1 Supuesto de Ejecución 10.1 Enforcement Event

Será causa de ejecución de la Prenda un Supuesto de The Pledge will be enforceable upon an Event of Default
Incumplimiento continuado (el "Supuesto de Ejecución"). which is continuing (the “Enforcement Event").

10.2 Determinación de la cantidad líquida 10.2 Due and payable amount

Las Partes acuerdan expresamente que la cantidad vencida, The Parties expressly agree that in the event of enforcement of
líquida y exigible en caso de ejecución de la Prenda (por the Pledge (following any of the applicable procedures) the
cualquiera de los procedimientos aplicables) y a los efectos de amount due and payable pursuant to the provisions of articles
los artículos 572 y 573 de la Ley de Enjuiciamiento Civil, será 572 and 573 of the Civil Procedural Law will be the amount
la especificada en la certificación que expida el Agente de specified in the certificate issued by the Security Agent in
Garantías de conformidad con los Documentos de la accordance with the Loan Documents setting out the amount
Financiación en la que conste el saldo adeudado por la owed by the Borrower or the Guarantors to the Secured Parties,
Acreditada o los Garantes a las Partes Garantizadas y que será calculated in accordance with the Loan Documents.
calculado de conformidad con lo dispuesto en los Documentos
de la Financiación.

El importe de la deuda liquida, vencida y exigible The amount of the due and payable debt mentioned in this
mencionado en esta Cláusula 10.2 se incrementará con los Clause 10.2 shall be increased with the interest (ordinary
intereses (ordinarios, de demora o de cualquier otro tipo), interest, default interest or any other type of interest), costs and
gastos, costas, comisiones y demás importes devengados a expenses, fees and any other amounts accrued in favor of the
favor de las Partes Garantizadas ejecutantes entre la fecha de Secured Parties between the date on which aforementioned
expedición de la certificación anteriormente mencionada y la certificate is issued and the date on which the enforcement of
fecha en que la ejecución de la Prenda se haga efectiva. the Pledge is made effective.

10.3 Ejecución por el Agente de Garantías 10.3 Enforcement by the Security Agent

La ejecución de la Prenda y la realización de cualesquiera The enforcement of the Pledge and any acts in defence or
acciones de defensa o preservación de la misma, será llevada a preservation of the Pledge shall be carried out by the Security
cabo por el Agente de Garantías, en nombre y representación Agent acting on their behalf and upon their instructions.
de aquéllos y siguiendo las instrucciones que a tal efecto le
faciliten los mismos.

10.4 Procedimientos de ejecución 10.4 Enforcement procedures

Para el ejercicio de la acción real pignoraticia, las Partes For the purposes of the enforcement of the Pledge, the Secured
Garantizadas podrán entablar, a su elección, cualquiera de los Parties may, at their discretion initiate any legal proceedings
procedimientos que legalmente les asisten, y en particular: available, in particular:

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(a) los judiciales ordinarios, declarativos o de ejecución (a) ordinary, declarative or enforcement judicial proceedings
previstos en la Ley 1/2000, de 7 de enero, de provided under Law 1/2000 of 7th January of Civil
Enjuiciamiento Civil (la “LEC”); Procedure (the “Civil Procedural Law”);

(b) el procedimiento ejecutivo para bienes hipotecados o (b) the enforcement proceeding for mortgaged or pledged
pignorados establecido en los artículos 681 a 698 de la assets established in articles 681 to 698 of the Civil
Ley de Enjuiciamiento Civil; Procedural Law;

(c) el extrajudicial establecido en el artículo 1872 del Código (c) the non-judicial proceeding set forth in article 1872 of the
Civil o en los artículos 72 a 77 de la Ley del Notariado; Civil Code or in articles 72 to 77 of the Spanish Notarial
Law;

(d) cumpliendo en cada caso los requisitos del procedimiento (d) complying in each case with the requirements of the chosen
elegido, sin que la utilización de una vía precluya la proceedings and provided that the choice of any of the
posibilidad de acudir a cualquiera de las restantes, en tanto above proceedings does not limit the possibility of
las Obligaciones Garantizadas no hayan sido satisfechas en choosing any of the other proceedings, to the extent that
su integridad o extinguidas de otro modo. the Secured Obligations have not been fully discharged.

10.5 Procedimiento de ejecución bajo la LEC 10.5 Civil enforcement procedure

En el supuesto de que las Partes Garantizadas, a través del In the event that the Secured Parties, through the Security
Agente de Garantías, decidieran instar cualquiera de los Agent, wish to initiate any of the enforcement procedures set
procedimientos previstos en la LEC, las Partes pactan forth in the Civil Procedural Law, the Parties hereby agree that
expresamente que bastará para el ejercicio de la acción for the exercise of the enforcement actions the delivery of the
ejecutiva la presentación de los siguientes documentos: following documents shall suffice:

(a) la póliza de éste Contrato de Prenda; (a) the public document formalising this Pledge Agreement;

(b) certificación, expedida por el Agente de Garantías, de la (b) a certificate issued by the Security Agent, regarding the
deuda que resulte a cargo de la Acreditada o de los debt of the Borrower, as well as the extract of the debit and
Garantes, así como el extracto de las partidas de cargo y credit entries and those corresponding to the application of
abono y las correspondientes a la aplicación de intereses interest that determine the specific balance for which the
que determinan el saldo concreto por el que se pide el enforcement is requested, certifying that the calculation of
despacho de ejecución, acreditando que la liquidación de the debt which is enforced has been in the manner agreed
la deuda por la que se ejecuta se ha practicado en la forma in the Loan Documents;
pactada en los Documentos de la Financiación;

(c) documento que acredite haber notificado previamente al (c) a document evidencing that the amount due and payable as
Pignorante, a la Sociedad y a cualquier otra sociedad que a result of the aforementioned calculation has been
resulte Garante en cada momento la cantidad exigible previously notified to the Pledgor, the Company and any
resultante de dicha liquidación. A estos efectos, dicha other Company holding the position of Guarantor at that
notificación será suficiente para que la Acreditada y los time. Such notice will be suffice for the purposes of
Garantes se den por notificados. notifying the Borrower and the Guarantors.

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10.6 Procedimiento extrajudicial 10.6 Non-judicial proceedings

Si las Partes Garantizadas, iniciasen el procedimiento In the event that the Secured Parties, should initiate the
establecido en el artículo 1.872 del Código Civil y en los proceedings contemplated in Article 1,872 of the Spanish
artículos 72 a 77 de la Ley del Notariado, será de aplicación el Civil Code and the Articles 72 to 77 of the Notaries Act, the
procedimiento siguiente: following procedure shall apply:

(a) Los domicilios a efectos de requerimientos y notificaciones (a) The addresses for the service of notice and summons are the
serán los que se recogen en la Cláusula 13 posterior, siendo ones included in Clause13 below, being also applicable to
aplicables asimismo en caso de ejecución de acuerdo con the enforcement proceeding set out in Chapter V of Title
el procedimiento previsto en el Capítulo V del Título IV IV of Book III of the Spanish Civil Procedural Act.
del Libro III de la Ley de Enjuiciamiento Civil.

(b) La subasta será electrónica y se llevará a cabo en el Portal (b) The auction shall be electronic and shall be carried out
de Subastas de la Agencia Estatal Boletín Oficial del through the On-line Auction Portal of the State Official
Estado. Gazette Agency.

(c) Las subastas se celebrarán ante un notario español que será (c) The auctions shall be held before a Spanish Notary public
designado por las Partes Garantizadas de conformidad con appointed by the Secured Parties in accordance with
la legislación vigente. applicable laws.

El Pignorante, en caso de no comparecer ante el notario The Pledgor, in the event it does not appear before the relevant
correspondiente, designa a las Partes Garantizadas para Notary Public, hereby appoints the Secured Parties as its
representarle en la subasta de las Participaciones, en calidad de representative of the in the auction of the Quotas, as transferor,
vendedor y para que otorgue el correspondiente contrato de and irrevocably authorise (with express faculties for self-
compraventa (incluso en documento público) a favor del contracting) such entity to execute the notarial deed of transfer
adquirente, con facultades expresas de autocontratación, en la of the Quotas in favor of the purchaser on behalf of the
medida en que el Pignorante no haya procedido a otorgar Pledgor, as long as the Pledgor had not proceeded to grant
dicho contrato en un plazo máximo de un (1) mes desde la such deed of transfer within a maximum term of one (1) month
fecha del requerimiento que, a tal efecto, le hubieran dirigido from the date of the requirement notice that, for such purpose,
las Partes Garantizadas. would have been sent by the Secured Parties.

(d) Las subastas se notificarán fehacientemente al Pignorante (d) The auctions shall be notified to the Pledgor by any means
por cualquier medio que permita acreditar la recepción y el which shall evidence the content and receipt of the notice
contenido de la notificación a los domicilios que se at the address referred to in Clause 13 below by no less
establecen en la Cláusula 13 posterior con al menos quince than fifteen (15) days prior to notice of the date indicated
(15) días de antelación a aquel que se señale para la for the auction. The notice shall specify the circumstances
subasta. En la notificación deberán constar todas las leading to the enforcement and, in particular, shall give
circunstancias de la ejecución, y en particular las details of the following:
siguientes:

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- El importe que deba ser debidamente satisfecho por medio - The amount to be duly paid by means of the enforcement
de la ejecución de la Prenda. of the Pledge.

- La identificación de las Participaciones que se ejecutan, su - Precise details of the Quotas to be enforced, their number,
número, valor nominal, numeración, clase y valoración. face value, numbering, class and valuation.

- La fecha de la subasta y la hora a la que se celebrarán, la - The date of the auction and the time at which they will take
cantidad que sirva de tipo inicial en las subastas y el place, the amount which shall serve as an initial bid at the
depósito exigido para participar en las subastas. auctions, as well as the deposit required to participate in
the auction.

(e) A su libre elección, las Partes Garantizadas podrán proceder a (e) At its free choice, the Secured Parties may enforce the Pledge in
ejecutar la Prenda respecto de todas las Participaciones al respect of all the Quotas at the same time, or to carry out partial
mismo tiempo, o a efectuar ejecuciones parciales o sucesivas de and successive enforcements of the Pledge in respect of
la Prenda sobre distintos paquetes de Participaciones, hasta el different groups of Quotas, up to the full repayment of the
total reembolso de las Obligaciones Garantizadas. Secured Obligations.

(f) Abierta la subasta, sólo podrán hacerse pujas electrónicas (f) Once the auction is opened, electronic bids can only take place
durante veinte (20) días desde la fecha de apertura. during twenty (20) days following the opening.

(g) Para participar en la subasta será necesario consignar el cinco (g) In order to take part in the auction, the bidder shall deposit 5%
por ciento (5%) del valor de las participaciones subastadas. Las of the value of the auctioned quotas. The Secured Parties shall
Partes Garantizadas no deberán hacer consignación alguna. not deposit any amount to enter therein.

(h) Si no concurriere ningún postor o no fueran adjudicadas las (h) In case that no bidder enters into the auction nor the Quotas
Participaciones por cualquier motivo, el Notario así lo hará were allocated for any reason, the Notary Public shall note the
constar, declarando desierta la subasta y acordará el cierre del fact, declaring the auction as void and agreeing the closing of
expediente, sin perjuicio de la facultad que se otorga a las the auction record, notwithstanding the authority of the
Partes Garantizadas a iniciar ante el mismo Notario un segundo Secured Parties to initiate before the same Notary Public a
expediente de subasta notarial de las Participaciones, con second notarial auction record over the Quotas, in accordance
arreglo a lo acordado en este Contrato y conforme a la to the terms of this Agreement and the applicable regulations.
normativa legal aplicable. En ningún caso esta circunstancia In no case such fact may produce the cancellation or the
podrá suponer la cancelación o extinción de la Prenda. termination of the Pledge.

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(i) En caso de que las Partes Garantizadas insten el inicio de un (i) In the event that the Secured Parties require the initiation of a
segundo expediente de subasta notarial, el tipo de subasta será second notarial auction record, the auction bid will be seventy
equivalente al setenta y cinco por ciento (75%) del valor five per cent (75%) of the value determined by the designed
indicado por la firma de auditoría designada. audit firm.

(j) Las Partes Garantizadas podrán, si las Participaciones no son (j) Should the Quotas not be sold in any of the auctions, such
enajenadas en ninguna de las subastas, hacerlas suyas dando en quotas may be acquired by the Secured Parties , giving
este caso carta de pago por el importe equivalente al tipo de la discharge of payment in an amount equal to the auction bid of
última subasta de las Participaciones. the last auction of the Quotas.

(k) La celebración de la subasta se anunciará mediante anuncio en (k) The auction shall be announced by means of a notice in the
el Boletín Oficial del Estado con quince (15) días de antelación State Official Gazette fifteen (15) days in advance to the date in
a su celebración y deberá contener todos los datos mínimos which the auction will be held. The announcement shall
exigidos por el artículo 74 de la Ley del Notariado, así como contain all the minimum details required by the article 74 of
expresar todas las circunstancias referidas en la Cláusula 10.6. the Notaries Act, as well as state all the circumstances referred
(d) anterior, haciendo referencia expresa al tipo inicial de la to in Clause 10.6. (d) above, with express reference to the
subasta, todo lo cual estará disponible en la notaría designada starting bid price all of which shall be available at the notary’s
para la ejecución de la Prenda, junto con la documentación bureau appointed for the enforcement of the Pledge, together
relativa a las Participaciones objeto de subasta y al with the documentation relating to the Quotas to be auctioned
procedimiento mismo. Se entenderá que los licitadores aceptan and to the proceedings itself. The bidders shall be deemed to
las circunstancias derivadas del régimen legal relativo a la accept the circumstances arising under the legal regulations
venta forzosa de las Participaciones y a los derechos de los concerning the compulsory sale of the Quotas and the rights of
socios de conformidad con los estatutos sociales de la shareholders in accordance with the by-laws of the Company, a
Sociedad, una copia de los cuales estará disponible en la copy of which shall also be deposited at the notary’s bureau.
notaría.

(l) El adjudicatario deberá depositar la cantidad restante del precio (l) The awardee shall deposit the remaining sum up to the award
de remate en la notaría o en la entidad de crédito indicada en el price at the notary’s bureau or at the financial institution
anuncio, antes de las 12:00 p.m. del tercer día hábil siguiente a indicated in the announcement, before 12:00 p.m. of the third
la adjudicación provisional de las Participaciones. Este business day following the provisional allocation of the
importe, junto al del depósito, deberá emplearse para sufragar la Quotas. This sum, together with the deposit, shall be applied to
totalidad de los costes de la subasta y el resto, hasta donde pay the costs of the auction and any sums in excess of the
alcance, será entregado por el notario o por la entidad de award price shall, to the extent possible, be delivered by the
crédito indicada en el anuncio, según sea el caso, a las Partes notary or by the financial institution specified in the
Garantizadas, para su distribución, en su caso, entre el resto de announcement, as applicable, to the Secured Parties to its
las Partes Garantizadas, para el pago de las Obligaciones distribution, if applicable, among the rest of the Secured Parties
Garantizadas pendientes de pago cuyo incumplimiento hubiera to the to apply them to settle the Secured Obligations pending
ocasionado la ejecución de la Prenda. El sobrante, en caso de of payment of which unfulfilment had caused the enforcement
existir, será entregado directamente por el notario o por la of the Pledge. The excess, if any, will be delivered directly by
entidad de crédito, según corresponda, al Pignorante. the Notary public or by the financial institution, as the case
may be, to the Pledgor.

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(m) En caso de que el adjudicatario no realice la consignación a que (m) In the event that the awardee does not make the payment
se refiere la Cláusula 10.6.(g) en el plazo y forma debidos, las referred to under Clause 10.6.(g) in due course and form, the
cantidades por él consignadas como depósito se aplicarán al sums of the deposit allocated by such awardee shall be applied
pago de las Obligaciones Garantizadas. En este caso, dicho to the payment of the Secured Obligations. In this event, the
adjudicatario perderá la puja y se considerará adjudicatario al referred awardee shall be disqualified and the auction shall be
segundo mejor licitador que hubiera mantenido el depósito en awarded to the second highest bidder who has made the deposit
la notaría a tenor de lo indicado en la Cláusula 10.6.(g) with the Notary public in accordance with the provisions of
anterior; si no hubiera licitador de subasta será suspendida con Clause 10.6.(g) above; should there be no such bidder the
las consecuencias previstas en estas estipulaciones. auction shall be adjourned with the consequences set out in
these provisions.

(n) El Notario entregará al Agente de Garantías, para su distribución (n) The Notary public will deliver to Security Agent, for its
entre el resto de los las Partes Garantizadas, la parte del precio distribution, among the rest of the Secured Parties, the proceeds
obtenido en la subasta equivalente a la suma adeudada arising out of the bid in order to allocate them to meeting the
correspondiente a las Obligaciones Garantizadas pendientes de outstanding Secured Obligations. Should the referred proceeds
pago. El sobrante, de existir (una vez descontados los gastos, exceed the amount of the Secured Obligations (once the costs,
impuestos y costes que la enajenación haya podido causar), taxes and expenses arising out of such enforcement have been
será directa e inmediatamente depositado por el Notario en la paid), the excess will be directly and immediately deposited by
cuenta bancaria que designen las Partes Garantizadas y quedará the Notary public in the bank account designated by the
afecto, en caso de ejecución parcial de la Prenda, a las restantes Secured Parties, and subject to, in case a partial enforcement of
Obligaciones Garantizadas por esta Prenda que, en su caso, no the Pledge has taken place, the rest of the Secured Obligations
hubiesen resultado satisfechas. En el supuesto de que exista which have not been fulfilled. In case there are not pending
alguna cantidad remanente tras la ejecución de la Prenda y no Secured Obligations the excess will be delivered directly to the
existan Obligaciones Garantizadas pendientes de pago las Pledgor.
Partes acuerdan que dicha cantidad será entregada al
Pignorante.

(o) En el caso de que las Partes Garantizadas se adjudiquen en la (o) In case that the Secured Parties becomes awardee of the Quotas
subasta las Participaciones, éstas serán pagadas mediante in the bid, the Quotas will be paid by means of set-off reducing,
compensación por reducción, en el referido importe al que in the amount the Quotas had been awarded in the auction, the
hubieran sido adjudicadas en la subasta, de las Obligaciones Secured Obligations pending of payment whose default had
Garantizadas pendientes de pago cuyo incumplimiento hubiera caused the enforcement of the Pledge (to the extent reached by
ocasionado la ejecución de la Prenda (hasta donde alcance el the referred amount). The surplus, if any, will be applied in
importe antes mencionado). El sobrante, de existir, se aplicará accordance with the section immediately above.
de acuerdo con lo establecido en la apartado inmediatamente
anterior.

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(p) La ejecución no será interrumpida por causa alguna, salvo (i) (p) The enforcement shall not be interrupted unless by virtue of (i)
que medie una orden dictada por la autoridad judicial a judicial decision rendered by a competent judge; or (ii) the
competente; o (ii) que la Acreditada y los Garantes hubieran discharge of the Secured Obligations by the Borrower and the
cumplido las Obligaciones Garantizadas y hubieran abonado Guarantors with full payment of the same to the Secured Parties
íntegramente las mismas a las Partes Garantizadas, así como as well as all expenses incurred in connection with the
todos los gastos incurridos en la ejecución. enforcement.

10.7 Conservación de derechos 10.7 Maintenance of rights

Las Partes Garantizadas conservarán todos sus derechos y The Secured Parties shall maintain all their rights and claims
acciones contra el Pignorante por la parte de las Obligaciones against the Pledgor with respect to any part of the Secured
Garantizadas que no hayan sido satisfechas o resarcidas con la Obligations that has not been satisfied or indemnified upon the
ejecución de la Prenda. enforcement of the Pledge.

10.8 Renuncia de acciones del Pignorante 10.8 Waiver of rights by the Pledgor

Hasta la fecha en la que las Obligaciones Garantizadas hayan Until such time as the Secured Obligations have been
sido amortizadas en su totalidad, en el caso de que las Partes discharged in full, in the event that the Secured Parties obtain
Garantizadas obtengan el cobro de cualesquiera importes u payment of any amounts owed to them or of the Secured
Obligaciones Garantizadas a través de la ejecución de la Obligations through the enforcement of the Pledge, the Pledgor
Prenda, el Pignorante renuncia expresamente y desde este expressly waives as from this moment in time (i) any rights of
momento (i) al ejercicio de cualquier derecho de subrogación, subrogation, (ii) the exercise of any claim and (iii) the recovery
(ii) a cualquier acción y (iii) al cobro de cualesquiera créditos o or collection of any credits or rights, against the Borrower or
derechos, frente a la Acreditada o cualquiera de los Garantes. the Guarantors.

11. PODER IRREVOCABLE 11. IRREVOCABLE POWER OF ATTORNEY

11.1 Con objeto de asegurar el cumplimiento de los compromisos 11.1 In order to give the grates effectiveness to the compliance with
asumidos en este Contrato, el Pignorante otorgará a favor del the undertakings set out herein, the Pledgor will grant in favor
Agente de Garantías y de las Partes Garantizadas en unidad de of the Security Agent and the Secured Parties simultaneously
acto respecto a la firma del presente Contrato y en escritura with the execution of this Agreement, and in a separate public
pública separada ante el mismo Notario interviniente, un poder deed before the intervening Notary public, an irrevocable
especial irrevocable tan amplio en Derecho como resulte special power of attorney, so broad in Law as necessary, with
necesario, con facultades de sustitución, re- sustitución y powers of substitution, re-substitution and delegation as broad
delegación en favor de la persona, física o jurídica, agente, as may be necessary in Law in favor of the person, whether
administrador, la persona o entidad a favor de quien sustituye o natural or legal, agent, receiver, the person or entity in favor of
en quien delegue la ejecución de las facultades otorgadas por whom it may delegate or substitute the faculties conferred
medio del poder irrevocable (incluyendo la entidad que le hereunder (including the entity which may replace the Security
sustituya como Agente de Garantías) o cualquier otra entidad Agent as agent) or any other entity that the Security Agent may
que determine el Agente de Garantías, para que el Agente de determine, so that the Security Agent (acting through its
Garantías (actuando a través de sus representantes orgánicos o representatives or its attorneys-in-fact), on behalf of the
sus apoderados) pueda, en nombre y representación del Pledgor, may perform any necessary or convenient actions to
Pignorante, realizar cualesquiera actuaciones que resulten comply with and enforce the terms of the present Agreement.
necesarias o convenientes para ejecutar y hacer cumplir los
términos del presente Contrato.

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11.2 A tales efectos, el Agente de Garantías podrá, transcurrido el 11.2 For this purpose, the Security Agent may, upon failure of the
plazo de diez (10) días hábiles desde la notificación realizada Pledgor to comply with the Security Agent’s request within ten
al Pignorante sin que éste hubiera realizado lo solicitado, (10) business days of being notified, use the irrevocable power
utilizar el poder irrevocable otorgado, a fin de llevar a cabo en of attorney in order to carry out, on behalf of the Pledgor, any
nombre del Pignorante cuantas actuaciones resulten necesarias necessary or convenient actions in favor of the Secured Parties
o convenientes a favor de las Partes Garantizadas en los in the terms and conditions the Security Agent may deem
términos y condiciones que estime oportunos para el adecuado appropriate for the adequate compliance with the terms of this
cumplimiento de lo previsto en el presente Contrato, Agreement including, but not limited to, the following:
incluyendo, con carácter enunciativo y no limitativo, las
siguientes:

(a) solicitar del Notario ante el que formalice el presente Contrato, (a) to request from the Notary Public before whom the present
todo tipo de copias de los correspondientes documentos Agreement is formalized all kind of copies of the relevant
públicos en los que se formalicen la Prenda; public documents in which the Pledge is formalized;

(b) efectuar cualesquiera declaraciones, trámites, presentaciones de (b) to make any statements, declarations, proceedings, submitting
documentos o cualesquiera otras actuaciones ante Notarios, documents or any other actions before Notaries, Registrars, tax,
Registradores, autoridades fiscales, administrativas o judiciales administrative or judicial authorities and liquidate and pay for
y liquidar y abonar los impuestos, comisiones, costes y gastos the taxes, commissions, costs and expenses related to the
relacionados con el otorgamiento del presente Contrato; execution of the present Agreement;

(c) llevar a cabo cuantas actuaciones y suscribir, otorgar y elevar a (c) to carry out any and all actions to execute, grant and raise to
público cuantos documentos públicos o privados sean public deed status any necessary documents to; (i) obtain and
necesarios para: (i) obtener y asegurar la plena perfección, ensure the full perfection, maintenance and protection of the
mantenimiento y protección de las Prenda; (ii) defender, Pledge; (ii) defend, protect and claim the rights conferred to the
proteger y reclamar los derechos que en el presente Contrato se Secured Parties in the present Agreement; (iii) carry out any
confieren a las Partes Garantizadas;(iii) realizar cualquier extension, ratification, amendment, rectification or substitution
extensión, ratificación, subsanación, rectificación o sustitución of those clauses declared void by those which economic effect
de cláusulas declaradas nulas por aquellas otras cuyo efecto will be the most similar to the clause declared void and without
económico sea el más parecido posible al de la cláusula effect; and (iv) carry out the execution of the Pledge;
declarada nula y sin efecto; y (iv) llevar a cabo la ejecución de
la Prenda;

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(d) para que, en caso de que ello fuera necesario, representar al (d) if it was necessary, to represent the Pledgor in an auction of the
Pignorante en la subasta de los derechos de crédito y de las credit rights and the quotas pledged under this Agreement;
participaciones pignorados en virtud del presente Contrato;

(e) en orden a la toma de posesión de los nuevos derechos, valores, (e) in order to take possession of the new rights, securities, assets or
activos o fondos en caso de prenda sucesiva en los términos funds in case of successive pledge (prenda sucensiva) in the
establecidos en el presente Contrato; terms established in this Agreement;

(f) a los efectos de materializar la extensión de la Prenda para las (f) for the purpose of materializing the extension of the Pledge for
que dicha posibilidad esté prevista, y en orden a suscribir los which such possibility is foreseen, and in towards to execution
documentos necesarios para la extensión de dichas garantías; of the necessary documents for the extension of said security;

(g) llevar a cabo cuantas actuaciones y firmar, otorgar y elevar a (g) to carry out any actions and sign, execute and raise to public
público cuantos documentos públicos o privados sean deed status any public or private documents that are deemed
necesarios o convenientes para el restablecimiento de la Prenda necessary or convenient for re-establishing the Pledge under
en virtud del presente Contrato en caso de que cualesquiera this Agreement in the event any payments performed under the
pagos efectuados al amparo de la Prenda fuesen declarados Pledge were declared null in the framework of an insolvency
nulos en el marco de un procedimiento de insolvencia y, como proceeding and, as a consequence of such nullity the Secured
consecuencia de dicha nulidad, las Obligaciones Garantizadas Obligations were not fully fulfilled;
no resultasen cumplidas íntegramente;

(h) otorgar los documentos que sean convenientes o necesarios a (h) to grant the documents that are convenient or necessary for the
los efectos de que el presente poder irrevocable sea otorgado a purpose that this irrevocable power of attorney is granted in
favor de quien sustituya al Agente de Garantías de como nuevo favor of whoever replaces the Security Agent as new agent.
agente.

11.3 Dado que el poder irrevocable se otorga en interés de las Partes 11.3 As the irrevocable power of attorney is granted in the interest
y que resulta necesario para el cumplimiento de las of the Parties and is necessary for the fulfilment of the
obligaciones asumidas por el Pignorante en el presente obligations assumed by the Pledgor under the present
Contrato, el poder irrevocable se configura como irrevocable, Agreement, the irrevocable power of attorney is configured as
por lo que permanecerá en vigor mientras subsistan las irrevocable. Therefore, it shall remain in force while the
Obligaciones Garantizadas. Secured Obligations subsist.

11 . 4 El poder irrevocable sólo podrá quedar sin efecto con 11.4 The irrevocable power of attorney shall only be invalid prior
anterioridad a la terminación del presente Contrato por acuerdo to the termination of the present Agreement as per the
entre el Pignorante y el Agente de Garantías. La revocación agreement between the Pledgor and the Security Agent. The
unilateral del poder irrevocable por el Pignorante no producirá unilateral revocation of the irrevocable power of attorney by
efecto alguno. the Pledgor shall have no effect.

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11.5 El Pignorante declara conocer que el ejercicio por el Agente 11.5 The Pledgor acknowledges that the exercise by the Security
de Garantías de las facultades que recibe en virtud del poder Agent of the faculties received under the irrevocable power of
irrevocable puede implicar autocontratación y subdelegación attorney may involve self-dealing and sub-delegation of
de poderes, lo acepta y lo salva expresamente para el Agente de powers of attorney, which the Pledgor expressly accepts and
Garantías y, en su caso, aquéllos que resulten ser sus saves for the Security Agent and, if appropriate, for those who
cesionarios o sucesores. Se salva expresamente también, may be its assignees or successors. The Pledgor also expressly
autorizándola, la autocontratación con respecto a aquéllos en saves, authorizing it, self- dealing with respect to those in
los que el Agente de Garantías sustituya, sub-apodere o delegue which the Security Agent replaces, sub-empowers or delegates
el poder irrevocable. the irrevocable power of attorney.

12. CANCELACIÓN DE LA PRENDA 12. CANCELATION OF THE PLEDGE

Cumplidas íntegramente las Obligaciones Garantizadas o Once the Secured Obligations have been fully discharged or
extinguidas éstas de otro modo, quedará automáticamente otherwise extinguished, the Pledge shall be automatically
extinguida y cancelada la Prenda, comprometiéndose las Partes terminated and cancelled and the Secured Parties hereby
Garantizadas, a solicitud por escrito del Pignorante, y en el undertake to execute, upon written request from the Pledgor
plazo máximo de quince (15) días hábiles a partir de la fecha en and in the maximum term of fifteen (15) business days as from
que tenga lugar tal requerimiento, a otorgar el correspondiente the date of such request, the corresponding public document of
documento público de cancelación. Las Partes de la presente cancellation of the Pledge. The Parties to this Pledge expressly
Prenda acuerdan que todos los tributos y gastos de Notario y, acknowledge that any taxes, costs or fees (including Notarial
en su caso, de notificaciones derivados de dichas cancelaciones fees), and, if necessary, any notices sent in accordance with the
correrán a cargo del Pignorante. said cancellation shall be borne by the Pledgor.

No obstante el cumplimiento de las Obligaciones Garantizadas Notwithstanding the fully discharged of the Secured
y la cancelación de la Prenda, en el supuesto de que Obligations and the cancellation of the Pledge, in the event
cualesquiera pagos efectuados en satisfacción de las that any of the payments carried out to discharge the Secured
Obligaciones Garantizadas fueran declarados nulos en el marco Obligations are declared void or invalid during the course of a
de un procedimiento de insolvencia y, como consecuencia de insolvency proceedings, and as a result of such nullity, the
dicha nulidad, las Obligaciones Garantizadas no resultasen Secured Obligations result not to be fully discharged or
total o irrevocablemente cumplidas, las Partes acuerdan el otherwise extinguished, the Parties agree the revival of the
resurgimiento de los términos y condiciones de la Prenda en terms and conditions of the Pledge to secure the Secured
garantía de las Obligaciones Garantizadas. Obligations.

13. NOTIFICACIONES 13. NOTICES

13.1 Cualquier comunicación o notificación entre las Partes a la que 13.1 All notices or communications referred to in this agreement or
se refiera el presente contrato, o que, incluso no estando made by any of the Parties to this agreement to one another as
contemplada en el mismo, se realice entre las Partes en relación regards the execution, interpretation or termination of the
con la ejecución, interpretación o terminación del mismo se agreement shall be made in writing and will, at the sender's
realizará por escrito y será entregada personalmente a la otra choice, either be delivered to the other party in person (either
parte (bien por la remitente misma, bien por conducto notarial) by the sender personally or through a notary public) or sent by
o enviada por fax, por correo electrónico o por correo fax, electronic mail or certified post with delivery confirmation,
certificado con acuse de recibo (a elección de quien envía la to the following addresses:
comunicación) a las siguientes direcciones

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13.2 En el caso del Pignorante: 13.2 For the Pledgor:

A la atención de [ ] [Dirección] To the attn. of [ ] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ] Email address: [ ]

13.3 En el caso de la Sociedad: 13.3 For the Company:

A la atención de [ ] To the attn. of [ ]
[Dirección] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ] Email address: [ ]

13.4 En el caso del Agente de Garantías: 13.4 For the Security Agent:
A la atención de [ ] To the attn. of [ ]
[Dirección] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ] Email address: [ ]

13.5 La comunicación al Agente de Garantías y/o

a las Partes Garantizadas se entenderá válidamente realizada
cuando se envíe al
Pignorante el [ ] día hábil posterior a la
recepción de la comunicación.

13.6 Any notice served to the Security Agent

and/or the Secured Parties will be deemed correctly made
provided it is sent to the
Pledgor on the [ ] business day after delivery
of the notice.

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14. IMPUESTOS Y GASTOS 14. TAXES AND EXPENSES

Todos los honorarios, aranceles, costes y tributos que se All fees, costs, and taxes, and any other expenses reasonably
devenguen y cualesquiera otros gastos razonables que se incurred, now or in the future, in connection with the drafting,
originen, ahora o en un futuro, por causa de la preparación, el execution and compliance with this Agreement, its notarial
otorgamiento y el cumplimiento de este Contrato y su intervention by means of public document (póliza), or of its
intervención mediante esta póliza o su extensión, cesión, extension, assignment, novation, amendment or cancellation,
novación, corrección, enmienda, subsanación o cancelación, as well as all judicial costs and enforcement costs in
así como todas las costas y gastos de ejecución de la Prenda por connection with any of the available proceedings in relation to
cualesquiera procedimientos, incluidos los gastos y honorarios, the Pledge, including the fees and expenses of any nature of
de toda índole, de abogado y procurador (aun cuando la lawyers and procuradores (even when their involvement is not
intervención de éstos no fuere preceptiva) así como los costes compulsory) and the novation and registration costs arising
de novación y registro que resulten de la modificación de from the amendment of the by-laws provided in this Agreement
estatutos previstos bajo el presente Contrato serán abonados shall be paid by the Pledgor or by any of the companies of its
por el Pignorante o por cualquiera de las sociedades de su group.
grupo.

15. SUBSANACIÓN O COMPLEMENTO DEL CONTRATO 15. CORRECTIONS OR ADDITIONS TO THIS AGREEMENT

Si fuera requerido para ello por el Agente de Garantías If so required by the Security Agent (acting reasonably), the
(actuando razonablemente), el Pignorante se compromete a Pledgor undertakes to appear and grant, within ten (10)
otorgar, en el plazo de diez (10) días hábiles desde la fecha de business days as of the date of such request, as many public or
dicho requerimiento, cuantos documentos públicos o privados private documents as may be necessary or convenient for the
de subsanación, complemento documental o aclaración de este correction, addition or clarification of this agreement.
contrato fueran necesarios o convenientes.

El Agente de Garantías estará facultado para ser parte y otorgar The Security Agent shall be entitled to appear and execute all
cualquier documento público o privado en beneficio de las such public or private documents for the benefit of the Secured
Partes Garantizadas, independientemente del derecho Parties, irrespective of the right of each particular Secured Party
individual de cada Parte Garantizada a ser parte y suscribir los to appear and execute the aforesaid documents along with the
documentos mencionados junto con el Agente de Garantías, Security Agent, if such Secured Party so notifies to the Security
siempre que dicha Parte Garantizada se lo notifique al Agente Agent with at least two (2) business days prior notice to the
de Garantías con al menos dos (2) días hábiles de antelación al date on which the public or private documents shall be
día en que se otorguen dichos documentos públicos o privados. executed.

16. CESIÓN DE LA PRENDA 16. ASSIGNMENT OF THE PLEDGE

16.1 El Pignorante y la Sociedad reconocen y acepta que las Partes 1 6 .1 The Pledgor and the Company hereby acknowledges and
Garantizadas pueden asignar y/o ceder su posición total o agrees that the Secured Parties may assign and/or transfer their
parcialmente en los Documentos de Financiación (y por tanto position totally or partially under the Loan Documents (and
ceder su posición contractual bajo los Documentos de hence assign their contractual position under the Loan
Financiación) o los derechos derivados de los mismos mediante Documents), or any rights arising therefrom by means of credits
cesiones de crédito, subrogaciones de posición contractual en transfers, assignments or subrogation on contractual position or
dichos contratos o figuras equivalentes, según proceda, de equivalent methods, as applicable, all in accordance with terms
conformidad con los términos de los Documentos de of the Loan Documents.
Financiación.

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16.2 El Pignorante y la Sociedad reconoce y acepta expresamente 16.2 The Pledgor and the Company hereby expressly acknowledges
en este acto que, de acuerdo con el artículo 1528 del Código and agrees that, in accordance with article 1528 of the Spanish
Civil, cualquier cesión efectuada por cualquiera de las Partes Civil Code, any assignment or transfer carried out by any of the
Garantizadas al amparo de lo dispuesto en los Documentos de Secured Parties under the provisions of the Loan Documents
la Financiación conllevará automáticamente, y sin necesidad shall automatically entail and without the need of any further
de nuevo consentimiento del Pignorante o la Sociedad a tal agreement of the Pledgor or the Company to such effect, the
efecto, la cesión proporcional de los derechos que proportional assignment of the rights corresponding to such
corresponden a la Parte Garantizada en cuestión en virtud del Secured Party by virtue of this Agreement.
presente Contrato.

1 6 .3 En consecuencia de lo anterior, las referencias que en este 1 6 .3 Consequently, references in this Agreement made to the
Contrato se realizan a las Partes Garantizadas se entenderán Secured Parties shall be deemed made, respectively, to the
hechas, respectivamente a las entidades que en cada momento entities which from time to time are Secured Parties under the
participen como Partes Garantizadas bajo los Documentos de la Loan Documents.
Financiación.

16.4 El Agente de Garantías estará facultado para ser parte y otorgar 16.4 The Security Agent shall be entitled to appear and execute all
cualquier documento público o privado en beneficio de las such public or private documents for the benefit of the Secured
Partes Garantizadas, independientemente del derecho Parties, irrespective of the right of each particular Secured Party
individual de cada Parte Garantizada a ser parte y suscribir los to appear and execute the aforesaid documents along with the
documentos mencionados junto con el Agente de Garantías, Security Agent, if such Secured Party so notifies to the Security
siempre que dicha Parte Garantizada se lo notifique al Agente Agent with at least two (2) business days prior notice to the
de Garantías con al menos dos (2) días hábiles de antelación al date on which the public or private documents for such
día en que se otorguen dichos documentos públicos o privados. ratification shall be executed.

17. INVALIDEZ PARCIAL 17. PARTIAL INVALIDITY

La ilegalidad, invalidez o inejecutabilidad de cualquier If, for any reason, any provision of this Agreement is or
disposición de este Contrato por cualquier causa no afectará en becomes illegal, invalid or unenforceable in any respect,
modo alguno a la legalidad, validez o ejecutabilidad de las neither the legality, validity nor enforceability of the
restantes disposiciones del mismo. remaining provisions will in any way be affected or impaired.

Si fuera requerido para ello por el Agente de Garantías, el If so required by the Security Agent, the Pledgor undertakes to
Pignorante se compromete a otorgar, en el plazo de quince (15) appear and grant, within fifteen(15) calendar days as of the date
días naturales desde la fecha de dicho requerimiento, cuantos of such request, as many public or private documents as may be
documentos públicos o privados de subsanación, complemento necessary or reasonably convenient for the correction, addition
documental o aclaración de esta Prenda fueran necesarios o or clarification of this Pledge to secure its validity,
razonablemente convenientes para asegurar su validez, enforceability and ranking priority.
ejecutabilidad y prioridad de rango.

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18. IDIOMA 18. LANGUAGE

Este Contrato se otorga en idiomas español e inglés. En caso de This agreement is executed in Spanish and English. In the
que surgieran discrepancias entre ambas versiones, prevalecerá event of discrepancies between the versions, the Spanish
la versión española. version shall prevail.

19. LEY APLICABLE Y JURISDICCIÓN 19. APPLICABLE LAW AND JURISDICTION

19.1 Ley aplicable 19.1 Governing Law

Este Contrato se regirá por la legislación común española. This Agreement shall be governed by the laws of Spain
(legislación común española).

19.2 Jurisdicción 19.2 Jurisdiction

En la medida en que tal sumisión resulte legalmente admisible, To the extent legally permissible, each Party hereby expressly
cada una de las Partes de este Contrato se somete and irrevocably submits to the jurisdiction of the Courts and
irrevocablemente, con renuncia expresa al fuero que pudiera Tribunals of Spain, specifically of the city of Madrid, for the
corresponderle, a la jurisdicción de los juzgados y tribunales de resolution of any dispute that may arise in connection with this
la ciudad de Madrid para el conocimiento y resolución de Agreement, and hereby waives its right to take proceedings in
cualquier reclamación que pudiera derivarse del cumplimiento any other jurisdiction.
o interpretación de este Contrato.

20. INTERVENCIÓN NOTARIAL 20. NOTARIAL INTERVENTION

Este Contrato y sus eventuales modificaciones se formalizan en This Agreement and any eventual amendments from time to
póliza intervenida ante notario, con el fin de que ésta time are formalised as public document (póliza) before notary
constituya título ejecutivo con respecto de todas las cantidades public, with the aim that this document is considered an
debidas en virtud del mismo, a todos los efectos previstos en el executive title with respect of any amounts owed under this
artículo 517.2.5º de LEC, el artículo 1.216 del Código Civil, Agreement and for the purposes and the effects set out in
así como la consideración de crédito con privilegio especial, a articles 517.2.5º of the Civil Procedure Law, article 1,216 of the
los efectos del artículo 90.1.6º de la Ley Concursal y demás Spanish Civil Code, as well as a specially privileged credit
disposiciones legales aplicables. pursuant to article 90.1.6 of the Spanish Insolvency Act and
other applicable legal provisions.

En prueba de lo cual, las Partes otorgan este contrato en póliza In witness whereof, the Parties grant this Agreement in public
ante el notario de [ ], [ ], en la fecha y lugar indicado en el document (póliza) before the notary of [ ], [ ], on the date and
encabezamiento. place indicated above.

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El presente Contrato se formaliza en póliza con la intervención del Notario de [ ], [ ] y de su Ilustre Colegio que figura en el
encabezamiento.

Los otorgantes de la presente póliza manifiestan su conformidad y aprobación al contenido de la misma tal y como aparece redactado,
extendida en hojas incluidos sus anexos, la otorgan y firman, con mi intervención en un (1) solo ejemplar al amparo de lo previsto en
la Ley 36/2006 de 29 de Noviembre, e Instrucción de la Dirección General de los Registros y del Notariado de la misma fecha.

Y yo el Notario, habiendo hecho las oportunas advertencias legales, DOY FE de la identidad de los otorgantes, de la legitimidad de sus
firmas, de que a mi juicio tienen la capacidad y legitimación necesarios para el otorgamiento de la presente póliza, de que el
consentimiento ha sido libremente prestado, y de que el otorgamiento se adecua a la legalidad y a la voluntad debidamente informada de
los otorgantes o intervinientes.

Las Partes se manifiestan conformes con el contenido de este Contrato y sus anexos, que aceptan y firman.

Con mi intervención,

[]
In witness whereof, the Parties grant this Agreement in public document (póliza) before the notary of [ ], [ ], on the date and place indicated
above.

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Anexo 1 /Annex 1
Copia de los poderes otorgados a favor del Agente de Garantías por las Entidades Acreditantes / Copy of the Power of Attorney
granted to the Security Agent by the Lenders

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Anexo 2 /Annex 2
Copia de los Títulos de Propiedad / Copy of the Company´s Quotas Certificate

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Anexo 3 /Annex 3
Modelo del certificado emitido por la Sociedad en relación con la anotación de la Prenda en el Libro Registro de Socios / Form of the
certificate issued by the Company in relation with the registration of the Pledge into the Company´s Shareholders Registry

Modelo del certificado emitido por la Sociedad en relación con la Form of the certificate issued by the Company in relation
anotación de la Prenda en el Libro Registro de Socios registration of the Pledge into the Company´s Shareholders
Registry

En Madrid, a [ ] de [ ] de 2018 In Madrid, on [ ], [ ] 2018.

[ ], [cargo en el órgano de administración] de sociedad, con [ ], [office held] of the company with registered office located at [ ],
domicilio en [ ], inscrita en el Registro Mercantil de [ ], y con registered with the Commercial Registry of [ ], and with tax
número de identificación fiscal (N.I.F.) [ ], en vigor (la “Sociedad”) identification number (N.I.F.) [ ], in force (the “Company”).

CERTIFICA CERTIFIES

I . Que la sociedad [ ], es titular en pleno dominio de [ ] I. That the company [ ], owns in full domain [ ] quotas of Euro [
participaciones de [ ] euro de valor nominal cada una, ] par value each, number [ ] to [ ], including both (the
números de la [ ] a la [ ], ambas inclusive (las "Quotas") of the Company which are fully subscribed and
"Participaciones") de la Sociedad las cuales se encuentran paid, free from any lien, encumbrance or third party right,
íntegramente asumidas y desembolsadas, libres de cargas y representing the [ ]% of the capital share of the Company,
gravámenes y/o de cualesquiera derechos de terceros, que pursuant to [ ].
representan el [ ]% del capital social de la Sociedad, en
virtud de [ ].

I I . Que la citada titularidad de las Participaciones consta II. That [ ] ownership of the Quotas is duly registered at the
debidamente anotada en el Libro Registro de Socios. Company´s Shareholders Registry.

III. Que las Participaciones tienen las mismas obligaciones y III. That the Quotas have the same rights and obligations and
derechos y están libres de toda carga, gravamen o derechos are free from any liens, encumbrances or third party rights,
de tercero, excepto el derecho real de prenda constituido except for the in rem right of pledge referred in paragraph
sobre las mismas al que se hace referencia en el apartado V V below.
siguiente.

I V. Que la Sociedad es conocedora que en virtud del contrato I V. That the Company acknowledges that pursuant to a pledge
de prenda otorgado por [ ] en su condición de Pignorante, agreement granted in this date by [ ] as Pledgor, PNC Bank,
PNC Bank, National Association, en su condición de National Association as Security Agent and the Company,
Agente de Garantías y la Sociedad, intervened as a public document

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de esta misma fecha intervenida por el notario de [ ] [ ] (la (póliza), by the notary of [ ] [ ] (the “Pledge”), [ ] has
“Prenda”), [ ] ha pignorado las Participaciones en garantía pledged the Quotas as security of the punctual and full
del cumplimiento puntual y total de las obligaciones que performance of all the obligations assumed under the
se derivan del Contrato de Financiación y el Contrato de Credit Agreement and the Guaranty Agreement referred to
Garantía descritos en la Prenda. A estos efectos la Sociedad in the Pledge. To these effects, the Company
hace constar que tiene conocimiento de la Prenda sobre la acknowledges that it is aware of the creation of the Pledge
totalidad de las Participaciones, así como de los términos as well as the terms of said Pledge, and that the Pledge has
de la misma, y que la Prenda se ha anotado en el Libro been registered in the Company´s Shareholders Registry.
Registro de Socios de la Sociedad. Se adjunta copia del Attached hereto as Annex 4 is a copy of the Company´s
Libro Registro de Socios como Anexo 4. Shareholders Registry.

V . Que no han sido creadas más participaciones por la V . That the Company has not created more quotas, and that
Sociedad, ni existe ningún acuerdo adoptado por la Junta there is no resolution approved by the General Shareholder
General de Accionistas de la Sociedad aumentando el Meeting of the Company increasing the capital or pending
capital social que se encuentre pendiente de ejecución o de execution or registration with the Commercial Registry or
inscripción en el Registro Mercantil o que no haya sido that has not been registered with the Commercial Registry.
inscrito.

Lo que se certifica a los efectos legales oportunos, en el lugar y Certified to all legal purposes, on the date and place indicated
fecha indicados en el encabezamiento. above.

[Cargo en el órgano de administración] [Office held]

[*] [*]

[FIRMA LEGITIMADA NOTARIALMENTE] [NOTARIZED SIGNATURE]

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Anexo 4 /Annex 4
Copia del Libro Registro de Socios / Copy of the Company´s Shareholders Registry

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Date/Fecha 2018

[]
Como Pignorante/as Pledgor

PNC BANK, NATIONAL ASSOCIATION

Como Agente de Garantías/ as Security Agent

[]
Como Entidades Acreditantes/ as Secured Parties

CONTRATO DE PRENDA SOBRE CUENTAS CORRIENTES/

BANK ACCOUNTS PLEDGE AGREEMENT

Squire Patton Boggs (UK) LLP

Plaza Marqués de Salamanca, 3-4
28006 Madrid
Spain
 Draft SPB – 19.02.2018
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En Madrid, a [ ] de [ ] de 2018. In Madrid, on [ ], [ ] 2018.

REUNIDOS BETWEEN

DE UNA PARTE, ON ONE HAND,

[ ], sociedad existente y válidamente constituida de conformidad [ ], a company duly incorporated pursuant to the laws of Spain, with
con las leyes de España, con domicilio en [ ], inscrita en el Registro registered office located at [ ], registered with Commercial Registry
Mercantil de [ ], y con número de identificación fiscal (N.I.F.) [ ], en of [ ], and with tax identification number (N.I.F.) [ ], in force (“[ ]”).
vigor (“[ ]”). Actúa en su nombre y representación [ ], mayor de It is duly represented by [ ], of legal age, Spanish nationality, with
edad, de nacionalidad española, con documento nacional de Spanish ID (D.N.I.) number [ ], in force, duly empowered for these
identidad español (D.N.I.) número [ ], en vigor, debidamente purposes in his capacity as [ ], by virtue of the public deed granted
facultado para este acto en su calidad de [ ], en virtud de la escritura before the Notary of [ ] [ ] dated on [ ] [ ] [ ], with number [ ] of his
pública otorgada ante el Notario de [ ] [ ] de fecha [ ] de [ ] de [ ], con records. Hereinafter, [ ] will be referred to as the “Pledgor”.
número [ ] de su protocolo. En lo sucesivo, [ ] será denominado
como el “Pignorante”.

Y DE OTRA PARTE, AND ON THE OTHER HAND,

PNC BANK, NATIONAL ASSOCIATION, sociedad existente y PNC BANK, NATIONAL ASSOCIATION (hereinafter, “PNC” or
válidamente constituida de conformidad con las leyes de [ ], con the “Security Agent”), a company duly incorporated under the laws
domicilio social en [ ], inscrita en el Registro Mercantil de [ ] y con of [ ], with registered office located at [ ], registered with
número de identificación fiscal (N.I.F.) [ ], en vigor (“PNC” o el Commercial Registry of [ ] and with Tax Identification Number [ ].
“Agente de Garantías”). Actúa en su nombre y representación [ ], It is duly represented by [ ], of legal age, [ ] nationality, with
mayor de edad, de nacionalidad [ ], con número de [ID/Passport] of his nationality number [ ], in force, [and with
[D.N.I./pasaporte] número [ ], en vigor, [y N.I.E. número [ ], en foreign identification (N.I.E.) number [ ], in force], duly empowered
vigor,] debidamente facultado para este acto en su calidad de [ ], en for these purposes in his capacity as [ ], by virtue of the power of
virtud del poder otorgado ante Notario de fecha [ ], [ ], [ ]. attorney granted before Notary dated on [ ], [ ], [ ].

Asimismo, el Agente de Garantías comparece y actúa en nombre Likewise, the Security Agent appear and acts in his own name and
propio y por cuenta y representación de las entidades acreditantes [ on behalf of the lenders [ ], [ ], [ ], [ ], [ ], [ ] and [ ] (jointly referred
], [ ], [ ], [ ], [ ], [ ] y [ ] (denominadas conjuntamente junto con PNC together with PNC as the "Lenders"), by virtue of his appointment
como las "Entidades Acreditantes") en virtud de su designación as Security Agent under clause [ ] of the credit facility agreement
como Agente de Garantías según lo dispuesto en la cláusula [ ] del signed on [ ] 2018 by and among Ferroglobe PLC, PNC, [ ], [ ], [ ], [
contrato de financiación formalizado el [ ] de [ ], de 2018 entre ], [ ], [ ], [ ], Globe Specialty Metals, Inc, Grupo FerroAtlántica
Ferroglobe PLC, PNC, [ ], [ ], [ ], [ ], [ ], [ ], [ ], Globe Specialty S.A.U., FerroAtlántica S.A. and FerroPem, S.A.S., among others,
Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A. y raised into public deed on [ ] [ ] 2018, before the Notary public [ ],
FerroPem, S.A.S., entre otros, elevado a público con fecha [ ], de with number [ ] of his records, as well as by virtue of the power of
2018, ante el Notario [ ], con número [ ] de su protocolo, así como attorney listed hereto as Annex 1. Hereinafter, the Lenders and the
en virtud de los apoderamientos señalados en el Anexo 1. En lo Security Agent shall be referred to jointly as the "Secured Parties"
sucesivo las Entidades Acreditantes y el Agente de Garantías serán and each of them shall be referred to individually as a "Secured
designados conjuntamente como las "Partes Garantizadas" y cada Party".
uno de ellos, de

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forma individual, como él o una “Parte Garantizada”.

Asimismo, el Pignorante y las Partes Garantizadas serán Likewise, the Pledgor and the Secured Parties shall be jointly
denominados, conjuntamente, como las “Partes”. referred to as the “Parties”.

Las Partes se reconocen mutuamente la capacidad legal necesaria The Parties mutually acknowledge that they have sufficient legal
para la suscripción del presente acuerdo y, a tal efecto, capacity to enter into this agreement and, to this effect,

EXPONEN RECITALS

I . Que, con fecha de [ ] de [ ] de 2018, PNC en su calidad de I. Whereas, on [ ] [ ], 2018, PNC as Lender and Security Agent,
Entidad Acreditante y Agente de Garantías, las Entidades the Lenders, Ferroglobe PLC as borrower (the
Acreditantes, Ferroglobe PLC como acreditada (la “Borrower”), Globe Specialty Metals, Inc, Grupo
“Acreditada”), Globe Specialty Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A. and FerroPem,
FerroAtlántica S.A.U., FerroAtlántica S.A. y FerroPem, S.A.S. as guarantors (the “Guarantors” and together with
S.A.S. en calidad de garantes (los “Garantes” y the Borrower the “Loan Parties”), among others, have
conjuntamente con la Acreditada, las “Partes entered into a credit facility agreement up to the maximum
Financieras”) entre otros, han suscrito un contrato de amount of USD 250,000,000, under the laws of the state of
financiación (Credit Agreement) por importe máximo de New York, United States of America (hereinafter, as it may
USD 250.000.000, sujeto a la legislación del estado de be amended, novated or supplemented from time to time,
Nueva York, Estados Unidos de América (en adelante, tal y the "Credit Agreement") under which certain credit
como sea novado, modificado o suplementado en cada facilities have been granted to the Borrower. The Credit
momento, el "Contrato de Financiación"), en virtud del Agreement was raised into public deed on [ ] [ ] 2018,
cual se han concedido diversas facilidades crediticias a la before the Notary public [ ], with number [ ] of his records.
Acreditada. El Contrato de Financiación fue elevado a
público con fecha [ ], de 2018, ante el Notario [ ], con
número [ ] de su protocolo.

II. Que, con fecha [ ] de [ ] de 2018, el Agente de Garantías, I I . Whereas, on [ ] [ ], 2018, the Security Agent, Globe
Globe Specialty Metals, Inc, Grupo FerroAtlántica S.A.U., Specialty Metals, Inc, Grupo FerroAtlántica S.A.U.,
FerroAtlántica S.A. y FerroPem, S.A.S., entre otros, han FerroAtlántica S.A. and FerroPem, S.A.S, among others,
suscrito un contrato de garantía (Continuing Agreement of have entered into a continuing agreement of guaranty and
Guaranty and Suretyship), en virtud del cual los Garantes suretyship, under which the Guarantors have agreed to
han accedido a garantizar como obligado principal los secure as primary obligor, the amounts owed by the
importes adeudados por la Acreditada bajo el Contrato de Borrower under the Credit Agreement (the “Guaranty
Financiación (el “Contrato de Garantía”). El Contrato de Agreement”). The Guaranty Agreement was raised into
Garantía fue elevado a público con fecha [ ], de 2018, ante public deed on [ ] [ ] 2018, before the Notary public [ ],
el Notario [ ], con número [ ] de su protocolo. with number [ ] of his records.

III. Que el Pignorante es titular del saldo acreedor depositado en III. The Pledgor holds the creditor balance deposited in the
las cuentas corrientes indicadas en el Anexo 2 (las bank accounts identified in Annex 2 (the "Bank
"Cuentas Corrientes") y, Accounts") and therefore holds the corresponding credit
rights (the

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consecuentemente, de los correspondientes derechos de "Credit Rights") against the banks where such Bank
crédito (los "Derechos de Crédito") frente a los bancos en Accounts are held, to obtain the refund of the amounts
los que dichas Cuentas Corrientes están aperturadas y por deposited from time to time in the Bank Accounts,
tanto del cobro de las cantidades depositadas en cada stemming from the respective bank accounts opening
momento en las Cuentas Corrientes, en virtud de los agreements. Hereinafter the banks listed hereto as Annex 2
respectivos contratos de apertura de cuenta corriente. En lo will be jointly referred to as the "Accounts Banks".
sucesivo los bancos descritos en el Anexo 2 serán
denominados conjuntamente los "Bancos de Cuentas".

I V. Que, el otorgamiento de ciertas garantías, incluyendo la I V. Whereas, the granting of certain security, including the
creación de un derecho real de prenda de primer rango creation of a first ranking pledge over the credit rights for
sobre los derechos de crédito para la restitución del saldo the reimbursement of the creditor balance deposited in
acreedor depositado en todas y cada una de las Cuentas each and all of the Bank Accounts, it has been set out as a
Corrientes se ha establecido como una condición condition precedent under the Credit Agreement.
precedente bajo el Contrato de Financiación.

V . Que, a tal efecto, con objeto de garantizar el íntegro y V. Whereas, to this purpose, as security of the punctual and full
puntual cumplimiento de la totalidad de las obligaciones performance of all the obligations assumed by the Loan
asumidas por las Partes Financieras bajo el Contrato de Parties under the Credit Agreement and the Guaranty
Financiación y el Contrato de Garantía, el Pignorante está Agreement, the Pledgor agrees to grant a first ranking
de acuerdo en otorgar una prenda de primer rango sobre los pledge over the credit rights for the reimbursement of the
derechos de crédito para la restitución de los saldos creditor balance deposited in each and all of the Bank
acreedores depositados en todas y cada una de las Cuentas Accounts in favor of the Secured Parties (the “Pledge”).
Corrientes a favor de las Partes Garantizadas (la “Prenda”).

VI. Que, según lo expuesto, las Partes, convienen suscribir el VI. That, in light of the above, the Parties have agreed to
presente contrato de prenda (en lo sucesivo, el “Contrato execute this pledge agreement (the “Pledge Agreement”,
de Prenda” o el “Contrato”), que se regirá por las or the “Agreement”) which will be governed by the
siguientes following

CLÁUSULAS CLAUSES

1. INTERPRETACIÓN Y DEFINICIONES 1. DEFINITIONS AND INTERPRETATION

Los términos que aparecen en mayúsculas en el presente Capitalised terms shall have the meanings as set out
Contrato tendrán el significado que aquí se establece: herein:

“Agente de Garantías” significa PNC Bank, National “Security Agent” means PNC Bank, National Association.
Association.

"Certificación de Deuda” significa la certificación que "Amount Owed Certificate" means the certificate issued
expida por el Agente de Garantías en la que conste el saldo by the Security Agent indicating the amount owed by the
adeudado por el Pignorante a la que se refiere el apartado [ Pledgor described in section [ ] below.
] posterior.

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“Contrato de Financiación” tendrá el significado referido “Credit Agreement” shall have the meaning described in
en el Expositivo I anterior. Recital I above.

“Contrato de Garantía” significa el Contrato Continuado “Guaranty Agreement” means the Continuing Agreement
de Garantía y Afianzamiento referido en el Expositivo II of Guaranty and Suretyship described in Recital II above.
anterior.

"Cuentas Corrientes" significa las cuentas corrientes de las "Bank Accounts" means the bank accounts held by the
que el Pignorante es titular enumeradas en el Anexo 2. Pledgor listed in Annex 2 below.

"Derechos de Crédito" significa el derecho del Pignorante "Credit Rights" means the Pledgor's right to the
a la restitución del saldo acreedor depositado en cada uno reimbursement of the creditor balance deposited with each
de los Bancos de Cuentas donde estén abiertas todas y of the Accounts' Banks where each and all of the Banks
cada una de las Cuentas Corrientes. Accounts are held.

“Documentos de la Financiación” significa el presente "Loan Documents” means this Agreement, the Guaranty
Contrato, el Contrato de Garantía, el Contrato de Agreement, the Credit Agreement, as well as any other
Financiación, así como cualesquiera otros documentos que documents that amend, clarify, rectify or replace the
noven, clarifiquen, rectifiquen o sustituyan los aforementioned documents.
documentos anteriormente mencionados.

“Entidades Acreditantes” significa PNC, [ ], [ ], [ ], [ ], [ ], [ “Lenders” means PNC [ ], [ ], [ ], [ ], [ ], [ ] and [ ].

] y [ ].

"Obligaciones Garantizadas" significa todas las "Secured Obligations" means all present and future
obligaciones de pago presentes y futuras adeudadas por la payment obligations and liabilities owed by the Company
Acreditada o los Garantes a todas o cualquiera de las Partes or the Guarantors to all or any of the Secured Parties under
Garantizadas bajo los Documentos de Financiación, the Loan Documents, including (a) to the extent arising
incluyendo (a) en la medida en que surja de conformidad pursuant to or in connection with the Credit Agreement or
con el Contrato de Financiación o cualquiera de los any other Loan Documents, any and all loans, advances,
Documentos de la Financiación, todos y cada uno de los debts, liabilities and obligations owed to the Secured
préstamos, anticipos, deudas, responsabilidades y Parties in any capacity whatsoever, of any kind or nature,
obligaciones. adeudadas a las Partes Garantizadas en present or future (whether in principal, interest, fees, costs,
cualquier capacidad, de cualquier tipo o naturaleza, expenses, commissions, accessories and other amounts
presentes o futuros (ya sea en el capital principal, intereses, due, whether or not evidenced by a note, guaranty or other
honorarios, costes, gastos, comisiones, accesorios y otros instrument, whether or not for the payment of money),
importes adeudados, evidenciados o no mediante pagare, absolute or contingent, joint or several, due or to become
garantía u otro instrumento, ya sea o no para el pago de due, now existing or hereafter arising, contractual or
dinero), absolutas o contingentes, mancomunados o tortious, liquidated or unliquidated, regardless of how such
solidarias, vencidas o próximas a su vencimiento, presentes indebtedness or liabilities arise or whether evidenced by
o surgidas en el futuro, contractuales o perjudiciales, any agreement or instrument, (b) any and all amounts due
liquidadas o sin liquidar, independientemente de cómo under any and all Foreign Currency Hedge (as defined in
surja dicho endeudamiento o responsabilidad, o si se the Credit Agreement) and/or Interest Rate Hedge (as
evidencia por cualquier acuerdo o instrumento, (b) todos y defined in the Credit Agreement) and (c) any amounts due
cada uno de los importes vencidos under any Other Lender Provided Financial Service
Product, all as further defined in the Credit Agreement.

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en virtud del Derivado de Cobertura sobre Divisa Extranjera Notwithstanding anything to the contrary contained in the
(según este término se define en el Contrato de Financiación) y/o foregoing, the Secured Obligations shall not include any
el Derivado del Tipo de Interés (según se define en el Contrato de Excluded Hedge Liabilities, as defined in the Credit
Financiación) y (c) cualquier cantidad adeudada bajo cualquier Agreement.
otro Producto de Servicios Financieros Otorgado por Otra
Entidad Acreditante, todo ello según lo definido en el Contrato
de Financiación. Sin perjuicio de cualquier disposición contraria
establecida en lo anterior, las Obligaciones Garantizadas no
incluirán ningún Pasivo de Cobertura Excluido, tal como se
define en el Contrato de Financiación.

“Partes Financieras” significa Ferroglobe PLC, Globe Specialty “Loan Parties” means Ferroglobe PLC, Globe Specialty
Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A. y Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica
FerroPem, S.A.S. S.A. and FerroPem, S.A.S.

“Partes Garantizadas” PNC, [ ], [ ], [ ], [ ], [ ], [ ] y [ ]. “Secured Parties” means PNC [ ], [ ], [ ], [ ], [ ], [ ] and [ ].

“Supuesto de Ejecución” significa lo dispuesto en la Cláusula “Enforcement Event” has the meaning given under
8.1 siguiente. Clause 8.1 below.

“Supuesto de Incumplimiento” significa lo dispuesto en la “Event of Default” has the meaning given under clause 9
cláusula 9 (Event of Default) del Contrato de Financiación. (Event of Default) of the Credit Agreement.

2. CONSTITUCIÓN DE PRENDA DE PRIMER RANGO 2. CREATION OF A FIRST RANKING PLEDGE

2.1 En garantía del íntegro y puntual cumplimiento de las 2.1 As security of full and timely fulfilment of all the Secured
Obligaciones Garantizadas y sin perjuicio de la responsabilidad Obligations, and without prejudice to the general liability
patrimonial universal del Pignorante prevista en el artículo 1.911 (responsabilidad patrimonial universal) of the Pledgor
del Código civil y que no se entiende limitada en modo alguno under section 1,911 of the Spanish Civil Code, which
por el otorgamiento de la Prenda, el Pignorante constituye un shall not be limited in any way by the creation of this
derecho real de prenda de primer rango sobre los Derechos de Pledge, the Pledgor hereby grants a first ranking in rem
Crédito pignorados de su titularidad sobre el saldo acreedor right of pledge over the Credit Rights pledged it owns
depositado en todas y cada una de las Cuentas Corrientes, a favor over the creditor balance deposited in each and all the
de las Partes Garantizadas, que lo aceptan, en garantía del Bank Accounts in favor of the Secured Parties, which
cumplimiento de las Obligaciones Garantizadas. El Agente de accept the Pledge granted in their favor, as security for the
Garantías acepta expresamente el derecho real de prenda en su fulfillment of the Secured Obligations. The Security Agent
propio nombre y derecho y en nombre y representación de los hereby expressly accepts the creation of the in rem right of
restantes Partes Garantizadas. pledge in its own name and in name and on behalf of the
Secured Parties.

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2.2 La Prenda constituida en virtud del presente contrato se 2.2 The Pledge created in this document is a pledge with
constituye como prenda con desplazamiento posesorio de transfer of possession (prenda con desplazamiento) under
conformidad con los artículos 1.526, 1.857 y 1.865 del Código sections 1,526, 1,857, and 1,865 of the Spanish Civil
Civil, por lo que la Prenda será plenamente eficaz y oponible Code, so that the Pledge will be fully effective and
frente a terceros y frente a la Acreditada y los Garantes desde el enforceable against third parties and against the Borrower
momento del otorgamiento de la presente Prenda. or the Guarantors from the time upon the granting of this
Pledge.

3. ENTREGA DE LA POSESIÓN 3. DELIVERY OF POSSESSION

La Prenda constituida en el presente Contrato es efectiva desde el The Pledge created in this Agreement is effective from the
mismo momento de su otorgamiento, conforme a lo previsto en el moment of its granting, in accordance with section 90.1.6
artículo 90.1.6º de la Ley Concursal, entendiéndose producida a of the Insolvency Act, and therefore having produced, to
todos los efectos la transmisión de la posesión de los Derechos de all effects, the transfer of possession of the Credit Rights
Crédito pignorados, conforme a lo previsto en el artículo 1.863 pledged, under section 1,863 of the Spanish Civil Code.
del Código Civil.

No obstante lo anterior, las Partes instruyen por la presente al Notwithstanding the foregoing, the Parties hereby instruct
Notario interviniente a fin de que realice, a la mayor brevedad the attesting Notary to notify, as soon as possible, in
posible, la notificación de la constitución de la Prenda y del writing the creation of the Pledge and the provisions of
contenido de éste Contrato por correo certificado con acuse de this Agreement by registered mail with acknowledgement
recibo a los Bancos de Cuentas que constan en el Anexo 2, en su to the Account Banks listed in Annex 2, in their condition
condición de deudores de los Derechos de Crédito pignorados, a as debtors of the Credits Rights pledged, to this effect, the
cuyo efecto, las Partes le entregan una carta con el modelo de Parties hereby deliver to the Notary a notice form attached
notificación que se adjunta como Anexo 3. hereto as Annex 3.

En este sentido, el Pignorante se compromete a realizar sus In this sense, the Pledgor undertakes to make its best
mejores esfuerzos a fin de obtener de los Bancos de Cuentas que efforts in order to obtain the acknowledgment of receipt
hayan sido notificados por el Notario interviniente, el preceptivo from each and all the Account Banks that have been
acuse de recibo firmado por todos y cada uno de los Bancos de notified by the intervening Notary, by sending to the
Cuentas, mediante el envío del modelo de carta adjunto como Security Agent the notice form attached hereto as Annex 3
Anexo 3 (Parte B) al Agente de Garantías, en el plazo de dos (2) (Part B), within two (2) months as of the date of being
meses tras la notificación efectuada por el Notario. notified by the Notary.

4. INDIVISIBILIDAD DE LA PRENDA 4. INDIVISIBILITY OF THE PLEDGE

4.1 La Prenda que se constituye a favor de las Partes Garantizadas 4.1 The Pledge granted for the benefit of the Secured Parties
garantiza el íntegro y total cumplimiento de la totalidad de las secures the payment and discharge of all of the Secured
Obligaciones Garantizadas. Obligations.

4.2 La Prenda y el ejercicio de la acción real pignoraticia que lleva 4.2 The Pledge and the exercise of the pledge enforcement
aparejada se entienden sin perjuicio de las obligaciones que para attached will be deemed to be without prejudice to the
la Acreditada y los Garantes se derivan de obligations assumed by the Borrower and the Guarantors
under the

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Documentos de la Financiación, que no se entienden limitadas Loan Documents, which shall not be limited whatsoever
en modo alguno por la constitución de la Prenda. by the creation of this Pledge.

4.3 La Prenda tiene el carácter de indivisible. En consecuencia, los 4.3 This Pledge is granted with an indivisible nature.
Derechos de Crédito pignorados garantizan el integro Consequently, the Credits Rights pledged secure the full
cumplimiento de las Obligaciones Garantizadas. El payment and discharge of all of the Secured Obligations.
cumplimiento parcial de las Obligaciones Garantizadas no The partial discharge of the Secured Obligations will not
extinguirá proporcionalmente la Prenda, que sólo se cancelará proportionally extinguish the Pledge, which may only be
una vez que hayan sido íntegramente satisfechas la totalidad de cancelled after the Secured Obligations are discharged in
las Obligaciones Garantizadas. full.

5. EXTENSIÓN DE LA PRENDA 5. EXTENSION OF THE PLEDGE

5.1 Sustitución de activos 5.1 Substitution of assets

La Prenda sobre los Derechos de Crédito pignorados se extenderá The Pledge over the Credit Rights pledged shall extend to
y comprenderá, con carácter enunciativo, pero no limitativo a: and comprise, including but not limited to:

(a) Dinero en efectivo, entendiendo por tal el saldo acreedor

depositado en las Cuentas Corrientes en cualquier divisa que
se encuentren en cada momento abonado en las Cuentas
Corrientes a favor del Pignorante, así como los intereses que
dichos fondos pudieran devengar a favor del Pignorante;

(a) Cualesquiera cantidades en efectivo de las que sea titular la

Pignorante en que pudieran convertirse los Derechos de
Crédito pignorados, por razón de cualquier negocio jurídico
realizado sobre los mismos por el Pignorante;

(b) Cualquier interés o rendimiento económico generado por los (b) Monies, and to this effects the creditor balance which
Derechos de Créditos pignorados en todas y cada una de las may be deposited from time to time in the Bank
Cuentas Corrientes; y Accounts, as well as any interest and proceeds arising
in connection therewith which may accrue in favor of
the Pledgor;
(c) Cualesquiera bienes o derechos del Pignorante que (c) Any monies owned by the Pledgor in which the Credit
sustituyeran a los Derechos de Crédito pignorados, incluidos Rights pledged may be converted, by reason of any
los derivados de la novación o la sustitución de los Derechos legal transaction carried out on them by the Pledgor;
de Crédito y/o de los Documentos de Financiación.

(d) Any interest or economic return generated by the

Credit Rights pledged in each and all of the Bank
Accounts; y

(e) Any of the Pledgor´s assets or rights that, from time to

time, replace the Credit Rights pledged, including
those derived from the novation or substitution of the
Credit Rights pledged and/or the Loan Documents.

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Sin perjuicio de que la extensión de la Prenda operará de manera Without prejudice to the extension of the Pledge
automática cuando ocurra cualquiera de las circunstancias operating automatically upon the occurrence of any of the
descritas anteriormente, el Pignorante se compromete, sujeto a events described above, the Pledgor undertakes, subject to
los términos de Documentos de la Financiación, a otorgar the terms of the Loan Documents, to execute all such
cuantos documentos públicos o privados sean necesarios a los public and/or private documents which may be necessary
efectos de perfeccionar y evidenciar dicha extensión en un plazo for the purposes of perfecting and evidencing such
de un (1) mes desde el momento en el que tenga lugar cualquiera extension within one (1) month following the occurrence
de las circunstancias anteriores. of any of such events above.

6. OBLIGACIONES DEL PIGNORANTE 6. UNDERTAKINGS OF THE PLEDGOR

6.1 En tanto subsista la Prenda, el Pignorante no podrá gravar o 6.1 During the term of this Pledge, the Pledgor shall not be
disponer de cualquier otra manera de los Derechos de Crédito entitled to encumber, charge or in any manner dispose of
pignorados excepto con el consentimiento previo y por escrito the Credit Rights pledged except with the prior written
de las Partes Garantizadas a través del Agente de Garantías. consent of the Secured Parties through the Security Agent.

6.2 Sin perjuicio de lo anterior, el Pignorante podrá a disponer de los 6.2 Without prejudice, the Pledgor shall dispose the Credit
Derechos de Crédito pignorados en el curso ordinario del Rights pledged for the reimbursement of the creditor
negocio, en los términos recogidos en los Documentos de la balance in each and all of the Bank Accounts in the course
Financiación, a menos que se haya producido y notificado al of the ordinary business, under the provisions of the Loan
Pignorante cualquier Supuesto de Incumplimiento (Event of Documents, provided that no Event of Default of any of
Default) de las Obligaciones Garantizadas en los términos the Secured Obligations has occurred and has been
descritos en la cláusula 9 del Contrato de Financiación. notified to the Pledgor, under clause 9 of the Credit
Agreement.

6.3 Durante el plazo de vigencia de la Prenda, el Pignorante se 6.3 The Pledgor unconditionally and irrevocably undertakes,
compromete incondicional e irrevocablemente a: during the term of the Pledge:

(a) no adoptar, o permitir la adopción de ninguna actuación que (a) not to take, or permit the taking of, any step that may
pueda perjudicar los derechos bajo la Prenda a favor de las impair the rights under the Pledge in favor of the
Partes Garantizadas, tales como la prioridad de las Secured Parties, as the priority of the Secured
Obligaciones Garantizadas, la ejecución de la Prenda, la Obligations, enforceability of the Pledge, legal nature
naturaleza legal de los Derechos de Crédito pignorados o of the Credit Rights pledged or the like;
similares;

(b) no gravar, crear ningún derecho de preferencia, o aceptar la (b) not to encumber, create any preemptive right over, or
creación o imposición de cualquier carga o gravamen, accept the creation or imposition of any charge or
derecho u opción o restricción en la transferibilidad de los encumbrance, right or option or restriction on the
Derechos de Crédito pignorados hasta que las Obligaciones transferability of the Credit Rights pledged until the
Garantizadas hayan sido satisfechas incondicional e Secured Obligations have been unconditionally and
irrevocablemente en su totalidad y la Prenda haya sido irrevocably satisfied in full and the Pledge has been
liberada en su totalidad (salvo autorización por parte de las fully released (unless permitted by the Secured
Partes Garantizadas); Parties);

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(c) no realizar cualesquiera actuaciones u omisiones que puedan (c) to refrain from any act or omission which could
perjudicar sustancialmente los derechos de las Partes materially prejudice the rights of the Secured Parties
Garantizadas bajo la Prenda; under the Pledge;

(d) notificar al Agente de Garantías sobre cualquier situación (d) to notify the Security Agent of any situation that
que pueda conducir a un procedimiento concursal que could lead to a formal insolvency proceeding
implique la imposibilidad del Pignorante para cumplir sus (procedimiento concursal) involving the Pledgor or
obligaciones; that may imply the inability of the Pledgor to fulfill its
obligations;

(e) notificar al Agente de Garantías en quince (15) días hábiles (e) to report to the Security Agent within fifteen (15)
tras tener noticia de cualquier procedimiento de naturaleza business days any proceeding of any court or any out
judicial o extrajudicial que pudiera afectar a los Derechos de of court process that may affect the Credit Rights
Crédito pignorados, las Cuentas Corrientes o la presente pledged, the Bank Accounts or this Pledge;
Prenda;

(f) no abrir y/o usar cuentas bancarias distintas de las Cuentas (f) not to open and/or use bank accounts other than the
Corrientes, excepto con la autorización previa de las Partes Bank Accounts, except with the prior consent of the
Garantizadas; y Secured Parties; and

7. DECLARACIONES Y GARANTÍAS DEL PIGNORANTE 7. REPRESENTATIONS AND WARRANTIES OF THE

PLEDGOR

El Pignorante declara y garantiza, en beneficio de las Partes The Pledgor represents and warrants, for the benefit of the
Garantizadas: Secured Parties:

(a) Que es una sociedad válidamente constituida y debidamente (a) That is a company validly incorporated and duly
inscrita en el Registro Mercantil competente y ostenta plena registered with the relevant Commercial Registry and
capacidad de obrar; has full capacity to act;

(b) Que tiene capacidad para suscribir y cumplir el presente (b) That is authorised to enter into and fulfil this
Contrato y ha realizado todas las actuaciones necesarias para Agreement and has carried out all necessary actions to
autorizar el otorgamiento y cumplimiento del mismo; authorise the granting and fulfilment thereof;

(c) Que las Cuentas Corrientes son las únicas cuentas corrientes (c) That the Bank Accounts are the only bank accounts
abiertas y mantenidas por el Pignorante; opened and maintained by the Pledgor;

(d) Que sobre los Derechos de Crédito pignorados no pesa (d) That such Credit Rights pledged are free and clear of
ninguna carga, gravamen, o cualquier otro tipo de derecho a any lien, encumbrance or other type of third party'
favor de terceros; right;

(e) Que es el único titular de las Cuentas Corrientes; (e) That, the Pledgor is the sole owner of the Bank
Accounts;

(f) Que a su leal saber y entender, la constitución de la presente (f) That to the best of its knowledge, the constitution of
Prenda no contradice ninguno de los contratos, this Pledge does not conflict any contracts,
obligations, agreements,

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obligaciones, acuerdos, compromisos, cargas o regulaciones undertakings, charges or regulations to which it is a

de las que sea parte o por las que esté obligado, ni supone el party or by which it is bound, nor it will imply the
incumplimiento de sus términos y condiciones, habiendo breach of such terms and conditions, having been
sido obtenido, en caso de ser necesarios, todos los obtained, should it be necessary, all necessary
consentimientos oportunos al efecto de evitar el consents in order to avoid the breach of any
incumplimiento de cualquier compromiso adquirido con commitment assumed prior to the execution of this
anterioridad al otorgamiento del presente Contrato; y Agreement; and

(g) Que el otorgamiento de este Contrato, junto con el (g) That the execution of this Agreement, together with
desplazamiento posesorio referido en la Cláusula 3 anterior, the displacement of possession referred to in Clause 3
constituye y crea una garantía real de primer rango sobre los above, creates a first ranking in rem right of pledge
Derechos de Crédito pignorados en favor de las Partes over the Credit Rights pledged in favor of the Secured
Garantizadas en garantía del cumplimiento de las Parties as security of the Secured Obligations.
Obligaciones Garantizadas.

8. EJECUCIÓN DE LA PRENDA 8. ENFORCEMENT OF THE PLEDGE

8.1 Supuesto de Ejecución 8.1 Enforcement Event

Será causa de ejecución de la Prenda un Supuesto de The Pledge will be enforceable upon the occurrence of an
Incumplimiento continuado (el "Supuesto de Ejecución"). Event of Default, which is continuing (the “Enforcement
Event").

8.2 Determinación de la cantidad líquida 8.2 Due and payable amount

Las Partes acuerdan expresamente que la cantidad vencida, The Parties expressly agree that in the event of
líquida y exigible en caso de ejecución de la Prenda (por enforcement of the Pledge (following any of the
cualquiera de los procedimientos aplicables) y a los efectos de applicable procedures) the amount due and payable
los artículos 572 y 573 de la Ley de Enjuiciamiento Civil, será la pursuant to the provisions of articles 572 and 573 of the
especificada en la certificación que expida el Agente de Civil Procedural Law will be the amount specified in the
Garantías de conformidad con la cláusula [ ] del Contrato de certificate issued by the Security Agent in accordance with
Financiación en la que conste el saldo adeudado por la clause [ ] of the Credit Agreement setting out the amount
Acreditada o los Garantes a las Partes Garantizadas y que será owed by the Borrower or the Guarantors to the Secured
calculado de conformidad con lo dispuesto en el Contrato de Parties, calculated in accordance with the Credit
Financiación. Agreement.

8.3 Ejecución por el Agente de Garantías 8.3 Enforcement by the Security Agent

La ejecución de la Prenda y la realización de cualesquiera The enforcement of the Pledge and any acts in defence or
acciones de defensa o preservación de la misma, será llevada a preservation of the Pledge shall be carried out by the
cabo por el Agente de Garantías, en nombre y representación de Security Agent acting on their behalf and upon their
aquéllos y siguiendo las instrucciones que a tal efecto le faciliten instructions.
los mismos.

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8.4 Procedimientos de ejecución 8.4 Enforcement procedures

Para el ejercicio de la acción real pignoraticia, las Partes For the purposes of the enforcement of the Pledge, the
Garantizadas podrán entablar, a su elección, cualquiera de los Secured Parties may, at their discretion initiate any legal
procedimientos que legalmente les asisten, y en particular: proceedings available, in particular:

(a) los judiciales ordinarios, declarativos o de ejecución; (a) ordinary, declarative or enforcement judicial
proceedings;

(b) el procedimiento ejecutivo para bienes hipotecados o (b) the enforcement proceeding for mortgaged or pledged
pignorados establecido en los artículos 681 a 698 de la Ley assets established in articles 681 to 693 of the Civil
de Enjuiciamiento Civil, en relación con el artículo 635 de Procedural Law, in conjunction with article 635 of
esa misma ley, aceptando desde ya las Partes la posibilidad that same act. The Parties expressly accept that the
de ejecución a través de persona o entidad especializada del Security Agent will be entitled to request the
art. 641 LEC a solicitud del Agente de Garantías a su enforcement through an specialized entity or person
discreción; should it deem it fit, at its sole discretion;

Para el caso de que el Agente de Garantías, en nombre de las If the Security Agent decides to follow the special
Partes Garantizadas, decida seguir el procedimiento de enforcement procedure in order to enforce the Pledge,
ejecución, bastará para la ejecución de la Prenda la the following documents shall be sufficient: (i)
presentación de los siguientes documentos: (i) certificación certification issued, upon which the amount
expedida en la que se exprese el saldo resultante de la calculated by the Security Agent is set out, as well as
liquidación efectuada por el Agente de Garantías, así como el the extracts of the debit and credit entries and those
extracto de las partidas de cargo y abono y las relating to the application of interest that comprise the
correspondientes a la aplicación de intereses que determinan specific balance for which enforcement is requested;
el saldo concreto por el que se pide el despacho de (ii) the document evidencing that the calculation of
ejecución; (ii) documento fehaciente que acredite haberse the amounts owing has been made in accordance with
practicado la liquidación en la forma pactada por las partes the Credit Agreement; (iii) the document certifying
en el Contrato de Financiación; prior notice to the Pledgor of the amounts due and
(iii) documento que acredite haberse notificado al Pignorante payable; and (iv) the title of enforcement and other
la cantidad exigible; y (iv) el título ejecutivo y demás documents to which article 550 of the Civil Procedure
documentos a que se refiere el artículo 550, en la forma Law refers in the form provided in article 517 of said
prevista en el artículo law; or
517.2 de la LEC; o

(c) los procedimientos establecidos en el artículo undécimo y (c) the proceedings referred to in article 11 of Royal
siguientes del Real Decreto Ley 5/2005, de 11 de marzo, de Decree-Law 5/2005, of 11 March in relation to urgent
reformas urgentes para el impulso de la productividad y para measures for improving productivity and public
la mejora de la contratación pública (el "RDL 5/2005"); contracting ("RDL 5/2005");

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cumpliendo en cada caso los requisitos del procedimiento complying in each case with the requirements of the
elegido, sin que la utilización de una vía precluya la posibilidad chosen proceedings and provided that the choice of any of
de acudir a cualquiera de las restantes, en tanto las Obligaciones the above proceedings does not limit the possibility of
Garantizadas no hayan sido satisfechas en su integridad o choosing any of the other proceedings, to the extent that
extinguidas de otro modo. the Secured Obligations have not been fully discharged.

8.5 Procedimiento de ejecución bajo el RDL 5/2005 8.5 RDL 5/2005 enforcement procedure

Para el caso de que las Partes Garantizadas, procediesen a la In the event that the Secured Parties, enforce the Pledge by
ejecución de la Prenda por el procedimiento previsto en el the procedure set out under the section 11 of the RDL
artículo 11 del RDL 5/2005, las Partes convienen lo siguiente: 5/2005, the Parties agree as follows:

(a) El valor de ejecución de los Derechos de Crédito pignorados (a) The enforcement value will be the face value of the
será su valor nominal. Credit Rights pledged.

(b) Las Partes Garantizadas podrán ejecutar la Prenda bien (b) The Secured Parties may execute the Pledge by the
mediante la venta de los Derechos de Crédito pignorados a sale of the Credit Rights pledged to a third party,
cualquier tercero, siendo el precio mínimo de venta el valor being the minimum sale price the face value of the
nominal que corresponda a los Derechos de Crédito balance of the Credit Rights pledged transferred, or by
pignorados transmitidos, o bien mediante apropiación del means of appropriation of the cash deposited over
efectivo depositado en todas y cada una de las Cuentas each and all of the Bank Accounts.
Corrientes.

(c) El Agente de Garantías estará facultado para ordenar el (c) The Security Agent will be empowered to request the
traspaso del importe de las Cuentas Corrientes a su propia transfer or the cash in the Bank Accounts to its own
cuenta, a cuyo fin entregará al Banco de Cuentas un account to which end it shall deliver to the Accounts
requerimiento, indicando: Bank a notice, indicating the following;

- que se ha producido un Supuesto de Ejecución, notificado - the existence of an Enforcement Event which has
al Pignorante, que no ha sido subsanado en el plazo not been remedied in the time set out for this in the
otorgado al efecto en Documentos de la Financiación; Loan Documents;

- indicará el importe de las obligaciones vencidas - the amount of the unpaid Secured Obligations
pendientes de pago (cuyo importe será el mismo que el (which shall be the same as that indicated in the
resultante de la Certificación de Deuda; y Amounts Owed Certificate; and

- requerirá que este importe sea ingresado en la cuenta que se - a formal request to transfer said amount to the
indique en el requerimiento. account number indicated.

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(d) Si el importe en las Cuentas Corrientes fuera inferior al (d) If the amount in the Bank Account is less than that
importe indicado en el Certificado de Deuda, los Bancos de indicated in the Amounts Owed Certificate, then the
Cuentas, transferirán el saldo acreedor depositado en las Accounts Banks will transfer the creditor balance
Cuenta Corrientes. deposited in the Bank Accounts.

(e) La Prenda se mantendrá en vigor hasta que todas las (e) The Pledge will remain in force until the Secured
Obligaciones Garantizadas estén plenamente satisfechas. Obligations are fully satisfied.

(f) Se hace constar expresamente que caben ejecuciones (f) The Parties expressly state that partial enforcements of
parciales de la Prenda, por lo que, si quedaran Obligaciones the Pledge are possible, and that therefore, in case
Garantizadas pendientes o si el importe transferido fuera there remain any outstanding Secured Obligations or
inferior al indicado en el Certificado de Deuda, la ejecución in case the amount transferred is less than the amount
no afectará la vigencia de la Prenda que se mantendrá indicated in the Amounts Owed Certificate, the
plenamente en vigor. enforcement will not affect the Pledge which will
remain fully in force

8.6 Conservación de derechos 8.6 ` Maintenance of rights

Las Partes Garantizadas conservarán todos sus derechos y The Secured Parties shall maintain all their rights and
acciones contra el Pignorante por la parte de las Obligaciones claims against the Pledgor with respect to any part of the
Garantizadas que no hayan sido satisfechas o resarcidas con la Secured Obligations that has not been satisfied or
ejecución de la Prenda. indemnified upon the enforcement of the Pledge.

8.7 Renuncia de acciones del Pignorante 8.7 Waiver of rights by the Pledgor

Hasta la fecha en la que las Obligaciones Garantizadas hayan Until such time as the Secured Obligations have been
sido amortizadas en su totalidad, en el caso de que las Partes discharged in full, in the event that the Secured Parties
Garantizadas obtengan el cobro de cualesquiera importes u obtain payment of any amounts owed to them or of the
Obligaciones Garantizadas a través de la ejecución de la Prenda, Secured Obligations through the enforcement of the
el Pignorante renuncia expresamente y desde este momento (i) al Pledge, the Pledgor expressly waives as from this moment
ejercicio de cualquier derecho de subrogación, (ii) a cualquier in time (i) any rights of subrogation, (ii) the exercise of
acción y (iii) al cobro de cualesquiera créditos o derechos, frente any claim and (iii) the recovery or collection of any credits
a la Acreditada y cualquiera de los Garantes. or rights, against the Borrower and any of the Guarantors.

9. PODER IRREVOCABLE 9. IRREVOCABLE POWER OF ATTORNEY

9.1 Con objeto de asegurar el cumplimiento de los compromisos 9.1 In order to give the grates effectiveness to the compliance
asumidos en este Contrato, el Pignorante otorgará a favor del with the undertakings set out herein, the Pledgor will grant
Agente de Garantías y de las Partes Garantizadas en unidad de in favor of the Security Agent and the Secured Parties
acto respecto a la firma del presente Contrato y en escritura simultaneously with the execution of this Agreement, and
pública separada ante el mismo Notario interviniente, un poder in a separate public deed before the intervening Notary
especial irrevocable tan amplio en Derecho como resulte public, an irrevocable special power of attorney, so broad
necesario, con in Law as necessary, with powers of

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facultades de sustitución, re-sustitución y delegación en favor de substitution, re-substitution and delegation as broad as
la persona, física o jurídica, agente, administrador, la persona o may be necessary in Law in favor of the person, whether
entidad a favor de quien sustituye o en quien delegue la natural or legal, agent, receiver, the person or entity in
ejecución de las facultades otorgadas por medio del poder favor of whom it may delegate or substitute the faculties
irrevocable (incluyendo la entidad que le sustituya como Agente conferred hereunder (including the entity which may
de Garantías) o cualquier otra entidad que determine el Agente replace the Security Agent as agent) or any other entity
de Garantías, para que el Agente de Garantías (actuando a través that the Security Agent may determine, so that the
de sus representantes orgánicos o sus apoderados) pueda, en Security Agent (acting through its representatives or its
nombre y representación del Pignorante, realizar cualesquiera attorneys-in- fact), on behalf of the Pledgor, may perform
actuaciones que resulten necesarias o convenientes para ejecutar any necessary or convenient actions to comply with and
y hacer cumplir los términos del presente Contrato. enforce the terms of the present Agreement.

9.2 A tales efectos, el Agente de Garantías podrá, transcurrido el 9.2 For this purpose, the Security Agent may, upon failure of
plazo de diez (10) días hábiles desde la notificación realizada al the Pledgor to comply with the Security Agent’s request
Pignorante sin que éste hubiera realizado lo solicitado, utilizar el within ten (10) business days of being notified, use the
poder irrevocable otorgado, a fin de llevar a cabo en nombre del irrevocable power of attorney in order to carry out, on
Pignorante cuantas actuaciones resulten necesarias o behalf of the Pledgor, any necessary or convenient actions
convenientes a favor de las Partes Garantizadas en los términos y in favor of the Secured Parties in the terms and conditions
condiciones que estime oportunos para el adecuado the Security Agent may deem appropriate for the adequate
cumplimiento de lo previsto en el presente Contrato, incluyendo, compliance with the terms of this Agreement including,
con carácter enunciativo y no limitativo, las siguientes: but not limited to, the following:

(a) solicitar del Notario ante el que formalice el presente (a) to request from the Notary before whom the present
Contrato, todo tipo de copias de los correspondientes Agreement is formalized all kind of copies of the
documentos públicos en los que se formalicen la Prenda; relevant public documents in which the Pledge is
formalized;

(b) efectuar cualesquiera declaraciones, trámites, presentaciones (b) to make any statements, declarations, proceedings,
de documentos o cualesquiera otras actuaciones ante submitting documents or any other actions before
Notarios, Registradores, autoridades fiscales, administrativas Notaries, Registrars, tax, administrative or judicial
o judiciales y liquidar y abonar los impuestos, comisiones, authorities and liquidate and pay for the taxes,
costes y gastos relacionados con el otorgamiento del commissions, costs and expenses related to the
presente Contrato; execution of the present Agreement;

(c) llevar a cabo cuantas actuaciones y suscribir, otorgar y elevar (c) to carry out any and all actions to execute, grant and
a público cuantos documentos públicos o privados sean raise to public deed status any necessary documents
necesarios para: (i) obtener y asegurar la plena perfección, to; (i) obtain and ensure the full perfection,
mantenimiento y protección de las Prendas; (ii) defender, maintenance and protection of the Pledges; (ii)
proteger y defend, protect and claim the rights conferred to the
Secured Parties in the present Agreement;

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reclamar los derechos que en el presente Contrato se (iii) carry out any extension, ratification, amendment,
confieren a las Partes Garantizadas; (iii) realizar cualquier rectification or substitution of those clauses declared
extensión, ratificación, subsanación, rectificación o void by those which economic effect will be the most
sustitución de cláusulas declaradas nulas por aquellas otras similar to the clause declared void and without effect;
cuyo efecto económico sea el más parecido posible al de la and (iv) carry out the execution of the Pledge;
cláusula declarada nula y sin efecto; y (iv) llevar a cabo la
ejecución de la Prenda;

(d) para que, en caso de que ello fuera necesario, representar al (d) if it was necessary, to represent the Pledgor in an
Pignorante en la subasta de los Derechos de Crédito auction of the Credit Rights pledged under this
pignorados en virtud del presente Contrato; Agreement;

(e) en orden a la toma de posesión de los nuevos derechos, (e) in order to take possession of the new rights, securities,
valores, activos o fondos en caso de prenda sucesiva en los assets or funds in case of successive pledge (prenda
términos establecidos en el presente Contrato; sucesiva) in the terms established in this Agreement;

(f) a los efectos de materializar la extensión de la Prenda para las (f) for the purpose of materializing the extension of the
que dicha posibilidad esté prevista, y en orden a suscribir los Pledge for which such possibility is foreseen, and in
documentos necesarios para la extensión de dichas garantías; towards to execution of the necessary documents for
the extension of said security;

(g) llevar a cabo cuantas actuaciones y firmar, otorgar y elevar a (g) to carry out any actions and sign, execute and raise to
público cuantos documentos públicos o privados sean public deed status any public or private documents
necesarios o convenientes para el restablecimiento de la that are deemed necessary or convenient for re-
Prenda en virtud del presente Contrato en caso de que establishing the Pledge under this Agreement in the
cualesquiera pagos efectuados al amparo de la Prenda fuesen event any payments performed under the Pledge were
declarados nulos en el marco de un procedimiento de declared null in the framework of an insolvency
insolvencia y, como consecuencia de dicha nulidad, las proceeding and, as a consequence of such nullity the
Obligaciones Garantizadas no resultasen cumplidas Secured Obligations were not fully fulfilled;
íntegramente;

(h) otorgar los documentos que sean convenientes o necesarios a (h) to grant the documents that are convenient or
los efectos de que el presente poder irrevocable sea otorgado necessary for the purpose that this irrevocable power
a favor de quien sustituya al Agente de Garantías de como of attorney is granted in favor of whoever replaces the
nuevo agente. Security Agent as new agent.

9.3 Dado que el poder irrevocable se otorga en interés de las Partes y 9.3 As the irrevocable power of attorney is granted in the
que resulta necesario para el cumplimiento de las obligaciones interest of the Parties and is necessary for the fulfilment of
asumidas por el Pignorante en el presente Contrato, el poder the obligations assumed by the Pledgor under the present
irrevocable se configura Agreement, the irrevocable power of attorney is
configured as

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como irrevocable, por lo que permanecerá en vigor mientras irrevocable. Therefore, it shall remain in force while the
subsistan las Obligaciones Garantizadas. Secured Obligations subsist.

9.4 El poder irrevocable sólo podrá quedar sin efecto con 9.4 The irrevocable power of attorney shall only be invalid
anterioridad a la terminación del presente Contrato por acuerdo prior to the termination of the present Agreement as per
entre el Pignorante y el Agente de Garantías. La revocación the agreement between the Pledgor and the Security
unilateral del poder irrevocable por el Pignorante no producirá Agent. The unilateral revocation of the irrevocable power
efecto alguno. of attorney by the Pledgor shall have no effect.

9.5 El Pignorante declara conocer que el ejercicio por el Agente de 9.5 The Pledgor acknowledges that the exercise by the
Garantías de las facultades que recibe en virtud del poder Security Agent of the faculties received under the
irrevocable puede implicar autocontratación y subdelegación de irrevocable power of attorney may involve self-dealing
poderes, lo acepta y lo salva expresamente para el Agente de and sub-delegation of powers of attorney, which the
Garantías y, en su caso, aquéllos que resulten ser sus cesionarios Pledgor expressly accepts and saves for the Security Agent
o sucesores. Se salva expresamente también, autorizándola, la and, if appropriate, for those who may be its assignees or
autocontratación con respecto a aquéllos en los que el Agente de successors. The Pledgor also expressly saves, authorizing
Garantías sustituya, sub-apodere o delegue el poder irrevocable. it, self-dealing with respect to those in which the Security
Agent replaces, sub-empowers or delegates the irrevocable
power of attorney.

10. CANCELACIÓN DE LA PRENDA 10. CANCELATION OF THE PLEDGE

Cumplidas íntegramente las Obligaciones Garantizadas o Once the Secured Obligations have been fully discharged
extinguidas éstas de otro modo, quedará automáticamente or otherwise extinguished, the Pledge shall be
extinguida y cancelada la Prenda, comprometiéndose las Partes automatically terminated and cancelled and the Secured
Garantizadas, a solicitud por escrito del Pignorante, y en el plazo Parties hereby undertake to execute, upon written request
máximo de quince (15) días hábiles a partir de la fecha en que from the Pledgor and in the maximum term of fifteen (15)
tenga lugar tal requerimiento, a otorgar el correspondiente business days as from the date of such request, the
documento público de cancelación. Las Partes de la presente corresponding public document of cancellation of the
Prenda acuerdan que todos los tributos y gastos de Notario y, en Pledge. The Parties to this Pledge expressly acknowledge
su caso, de notificaciones derivados de dichas cancelaciones that any taxes, costs or fees (including Notarial fees), and,
correrán a cargo del Pignorante. if necessary, any notices sent in accordance with the said
cancellation shall be borne by the Pledgor.

No obstante el cumplimiento de las Obligaciones Garantizadas y Notwithstanding the fully discharged of the Secured
la cancelación de la Prenda, en el supuesto de que cualesquiera Obligations and the cancellation of the Pledge, in the
pagos efectuados en satisfacción de las Obligaciones event that any of the payments carried out to discharge the
Garantizadas fueran declarados nulos en el marco de un Secured Obligations are declared void or invalid during
procedimiento de insolvencia y, como consecuencia de dicha the course of a insolvency proceedings, and as a result of
nulidad, las Obligaciones Garantizadas no resultasen total o such nullity, the Secured Obligations result not to be fully
irrevocablemente cumplidas, las Partes acuerdan el resurgimiento discharged or otherwise extinguished, the Parties agree the
de los términos y condiciones de la Prenda en garantía de las revival of the terms and conditions of the Pledge to secure
Obligaciones Garantizadas. the Secured Obligations.

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11. NOTIFICACIONES 11. NOTICES

11.1 Cualquier comunicación o notificación entre las Partes a la que 11.1 All notices or communications referred to in this
se refiera el presente contrato, o que, incluso no estando agreement or made by any of the Parties to this agreement
contemplada en el mismo, se realice entre las Partes en relación to one another as regards the execution, interpretation or
con la ejecución, interpretación o terminación del mismo se termination of the agreement shall be made in writing and
realizará por escrito y será entregada personalmente a la otra will, at the sender's choice, either be delivered to the other
parte (bien por la remitente misma, bien por conducto notarial) o party in person (either by the sender personally or through
enviada por fax, por correo electrónico o por correo certificado a notary public) or sent by fax, electronic mail or certified
con acuse de recibo (a elección de quien envía la comunicación) post with delivery confirmation, to the following
a las siguientes direcciones: addresses:

11.2 En el caso del Pignorante: 11.2 For the Pledgor:

A la atención de [ ] To the attn. of [ ]
[Dirección] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ] Email address:

11.3 En el caso del Agente de Garantías: 11.3 For the Security Agent:
A la atención de [ ] To the attn. of [ ]
[Dirección] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ]` Email address: [ ]

11.4 La comunicación al Agente de Garantías y/o 11.4 Any notice served to the Security Agent
a las Partes Garantizadas se entenderá and/or the Secured Parties will be deemed
válidamente realizada el [ ] día hábil correctly made on the [ ] business day after
posterior a la recepción de la comunicación. delivery of the notice.

12. IMPUESTOS Y GASTOS 12. TAXES AND EXPENSES

Todos los honorarios, costes, aranceles y tributos que se All fees, costs, and taxes, and any other expenses
devenguen y cualesquiera otros gastos razonables que se reasonably incurred, now or in the future, in connection
originen, ahora o en un futuro, por causa de la preparación, el with the drafting, execution and compliance with this
otorgamiento y el cumplimiento de este Contrato y su Agreement, its notarial intervention by means of public
intervención mediante el otorgamiento de ésta póliza, o su document (póliza), or of its extension, assignment,
extensión, cesión, novación, corrección, enmienda, subsanación novation, amendment or cancellation, as well as all
o cancelación, así como todas las costas y gastos de ejecución de judicial costs and enforcement costs in connection with
la Prenda por cualesquiera procedimientos, incluidos los gastos y any of the available proceedings in relation to the Pledge,
honorarios, de toda índole, de including the fees and expenses of any nature of lawyers
and procuradores (even when their involvement is not
compulsory) and the

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abogado y procurador (aun cuando la intervención de éstos no novation and registration costs arising from the
fuere preceptiva) así como los costes de novación y registro que amendment of the by-laws provided in this Agreement
resulten de la modificación de estatutos previstos bajo el shall be paid by the Pledgor or any of the companies of its
presente Contrato serán abonados por el Pignorante o cualquiera group.
de las sociedades de su grupo.

13. SUBSANACIÓN O COMPLEMENTO DEL CONTRATO 13. CORRECTIONS OR ADDITIONS TO THIS

AGREEMENT

Si fuera requerido para ello por el Agente de Garantías (actuando If so required by the Security Agent (acting reasonably),
razonablemente), el Pignorante se compromete a otorgar, en el the Pledgor undertakes to appear and grant, within ten (10)
plazo de diez (10) días hábiles desde la fecha de dicho business days as of the date of such request, as many
requerimiento, cuantos documentos públicos o privados de public or private documents as may be necessary or
subsanación, complemento documental o aclaración de este convenient for the correction, addition or clarification of
contrato fueran necesarios o convenientes. this agreement.

El Agente de Garantías estará facultado para ser parte y otorgar The Security Agent shall be entitled to appear and execute
cualquier documento público o privado en beneficio de las all such public or private documents for the benefit of the
Partes Garantizadas, independientemente del derecho individual Secured Parties, irrespective of the right of each particular
de cada Parte Garantizada a ser parte y suscribir los documentos Secured Party to appear and execute the aforesaid
mencionados junto con el Agente de Garantías, siempre que documents along with the Security Agent, if such Secured
dicha Parte Garantizada se lo notifique al Agente de Garantías Party so notifies to the Security Agent with at least two (2)
con al menos dos (2) días hábiles de antelación al día en que se business days prior notice to the date on which the public
otorguen dichos documentos públicos o privados. or private documents shall be executed.

14. CESIÓN DE LA PRENDA 14. ASSIGNMENT OF THE PLEDGE

14.1 El Pignorante reconoce y acepta que las Partes Garantizadas 14.1 The Pledgor hereby acknowledges and agrees that the
pueden asignar y/o ceder su posición total o parcialmente en los Secured Parties may assign and/or transfer their position
Documentos de Financiación (y por tanto ceder su posición totally or partially under the Loan Documents (and hence
contractual bajo los Documentos de Financiación) o los derechos assign their contractual position under the Loan
derivados de los mismos mediante cesiones de crédito, Documents), or any rights arising therefrom by means of
subrogaciones de posición contractual en dichos contratos o credits transfers, assignments or subrogation on
figuras equivalentes, según proceda, de conformidad con los contractual position or equivalent methods, as applicable,
términos de los Documentos de Financiación. all in accordance with terms of the Loan Documents.

14.2 El Pignorante reconoce y acepta expresamente en este acto que, 14.2 The Pledgor hereby expressly acknowledges and agrees
de acuerdo con el artículo 1528 del Código Civil, cualquier that, in accordance with article 1528 of the Spanish Civil
cesión efectuada por cualquiera de las Partes Garantizadas al Code, any assignment or transfer carried out by any of the
amparo de lo dispuesto en los Documentos de la Secured Parties under the provisions of the Loan
Documents shall automatically entail

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Financiación conllevará automáticamente, y sin necesidad de and without the need of any further agreement of the
nuevo consentimiento del Pignorante a tal efecto, la cesión Pledgor to such effect, the proportional assignment of the
proporcional de los derechos que corresponden a la Parte rights corresponding to such Secured Party by virtue of
Garantizada en cuestión en virtud del presente Contrato. this Agreement.

14.3 En consecuencia de lo anterior, las referencias que en este 14.3 Consequently, references in this Agreement made to the
Contrato se realizan a las Partes Garantizadas se entenderán Secured Parties shall be deemed made, respectively, to the
hechas, respectivamente a las entidades que en cada momento entities which from time to time are Secured Parties under
participen como las Partes Garantizadas bajo Documentos de la the Loan Documents.
Financiación.

15. INVALIDEZ PARCIAL 15. PARTIAL INVALIDITY

La ilegalidad, invalidez o inejecutabilidad de cualquier If, for any reason, any provision of this Agreement is or
disposición de este Contrato por cualquier causa no afectará en becomes illegal, invalid or unenforceable in any respect,
modo alguno a la legalidad, validez o ejecutabilidad de las neither the legality, validity nor enforceability of the
restantes disposiciones del mismo. remaining provisions will in any way be affected or
impaired.

Si fuera requerido para ello por el Agente de Garantías, el If so required by the Security Agent, the Pledgor
Pignorante se compromete a otorgar, en el plazo de diez (10) días undertakes to appear and grant, within ten (10) calendar
naturales desde la fecha de dicho requerimiento, cuantos days as of the date of such request, as many public or
documentos públicos o privados de subsanación, complemento private documents as may be necessary or reasonably
documental o aclaración de esta Prenda fueran necesarios o convenient for the correction, addition or clarification of
razonablemente convenientes para asegurar su validez, this Pledge to secure its validity, enforceability and
ejecutabilidad y prioridad de rango. ranking priority.

16. IDIOMA 16. LANGUAGE

Este Contrato se otorga en idiomas español e inglés. En caso de This agreement is executed in Spanish and English. In the
que surgieran discrepancias entre ambas versiones, prevalecerá la event of discrepancies between the versions, the Spanish
versión española. version shall prevail.

17. LEY APLICABLE Y JURISDICCIÓN 17. APPLICABLE LAW AND JURISDICTION

17.1 Ley aplicable 17.1 Governing Law

Este Contrato se regirá por la legislación común española. This Agreement shall be governed by the laws of Spain
(legislación común española).

17.2 Jurisdicción 17.2 Jurisdiction

En la medida en que tal sumisión resulte legalmente admisible, To the extent legally permissible, each Party hereby
cada una de las Partes de este Contrato se somete expressly and irrevocably submits to the jurisdiction of
irrevocablemente, con renuncia expresa al fuero que pudiera the Courts and Tribunals of Spain, specifically of the city
corresponderle, a la of Madrid, for the resolution of any dispute that may arise
in

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jurisdicción de los juzgados y tribunales de la ciudad de Madrid connection with this Agreement, and hereby waives its
para el conocimiento y resolución de cualquier reclamación que right to take proceedings in any other jurisdiction
pudiera derivarse del cumplimiento o interpretación de este
Contrato.

18. INTERVENCIÓN NOTARIAL 18. NOTARIAL INTERVENTION

Este Contrato y sus eventuales modificaciones, se formalizan en This Agreement and any eventual amendments from time
póliza intervenida ante notario, con el fin de que ésta constituya to time are formalised as public document (póliza) before
título ejecutivo con respecto de todas las cantidades debidas en notary public, with the aim that this document may be
virtud del mismo, a todos los efectos previstos en el artículo considered an executive title with respect of any amounts
517.2.5º de LEC, el artículo 1.216 del Código Civil, así como la owed under this Agreement and for the purposes and the
consideración de crédito con privilegio especial, a los efectos del effects set out in articles 517.2.5º of the Civil Procedure
artículo 90.1.6º de la Ley Concursal y demás disposiciones Law, article 1,216 of the Spanish Civil Code, as well as a
legales aplicables. specially privileged credit pursuant to article 90.1.6º of
the Spanish Insolvency Act and other applicable legal
provisions.

En prueba de lo cual, las Partes otorgan este contrato en póliza In witness whereof, the Parties grant this Agreement in
ante el notario de [ ], [ ], en la fecha y lugar indicado en el public document (póliza) before the notary of [ ], [ ], on the
encabezamiento. date and place indicated above.

El presente Contrato se formaliza en Póliza con la intervención del Notario de [ ], [ ] y de su Ilustre Colegio que figura en el
encabezamiento.

Los otorgantes de la presente Póliza manifiestan su conformidad y aprobación al contenido de la misma tal y como aparece redactado,
extendida en hojas incluidos sus anexos, la otorgan y firman, con mi intervención en un (1) solo ejemplar al amparo de lo previsto en la
Ley 36/2006 de 29 de Noviembre, e Instrucción de la Dirección General de los Registros y del Notariado de la misma fecha.

Y yo el Notario, habiendo hecho las oportunas advertencias legales, DOY FE de la identidad de los otorgantes, de la legitimidad de sus
firmas, de que a mi juicio tienen la capacidad y legitimación necesarios para el otorgamiento de la presente Póliza, de que el
consentimiento ha sido libremente prestado, y de que el otorgamiento se adecua a la legalidad y a la voluntad debidamente informada de
los otorgantes o intervinientes.

Las Partes se manifiestan conformes con el contenido de este Contrato y sus anexos, que aceptan y firman.

Con mi intervención, [ ]

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Anexo 1 /Annex 1
Copia de los poderes otorgados a favor del Agente de Garantías por las Entidades Acreditantes/ Copy of the Power of Attorney
granted to the Security Agent by the Lenders

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Anexo 2 /Annex 2
Cuentas Bancarias del Pignorante/Pledgor´s Bank Accounts

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Anexo 3 /Annex 3
Modelo de Notificación a los Bancos de Cuentas/ Notice Form to the Account Banks

Parte A / Part A

[·] [·]
En [·], a [·] de [·] In [·], on [·] of [·]
Estimados Señores: Dear Sirs,
Ref: Prenda de derechos de crédito Ref: Pledge of credit rights

POR LA PRESENTE LES NOTIFICAMOS WE HEREBY NOTIFY YOU that, by virtue of the Policy
que, en virtud de la Póliza autorizada por el Notario de Madrid D. intervened by the Notary Public of Madrid [ ] on [ ] of [ ] of 2018, [ ]
[·] el día [·] de [·] de 2018, [ ] (el “Pignorante”) ha constituido a (the “Pledgor”) has granted, in favour of PNC Bank National
favor de PNC Bank, National Association (el “Agente de Association (the “Security Agent”), first ranking in rem rights of
Garantías”), un derecho real de prenda de primer rango (la pledge (the “Pledge”) over all the credit rights (the “Credit Rights”)
“Prenda”) sobre la totalidad de los derechos de crédito (los to which the Pledgor is entitled, at all times, arising from the bank
“Derechos de Crédito”) que ostente en cualquier momento account[s] number[s] [·] opened in your bank (the “Bank
derivados de la[s] cuenta[s] bancaria[s] número[s] [·] abierta[s] en Account[s]”).
su entidad (la[s] “Cuenta[s] Bancaria[s]”).

En relación con dicha Prenda, les informamos de que con carácter In relation to the Pledge, we hereby inform you that, irrevocably
irrevocable hasta que le sea notificada por el Agente de Garantías la until the Security Agent notifies you that the Pledge has been
cancelación de la misma: cancelled:

(a) hasta la fecha en la que el Agente de Garantías les notifique su (a) until the date on which the Security Agent notifies you its
intención de ejecutar las Prendas, el Pignorante conservará la intention to enforce the Pledges, the Pledgor shall be entitled
facultad de disponer de los saldos de la[s] Cuenta[s] to dispose the balances of the Bank Account[s], however the
Bancaria[s], aunque no podrá el Pignorante (i) crear ningún Pledgor shall not be entitled (i) to create any type of pledge,
tipo de carga, gravamen o derecho real de garantía sobre los charge o in rem right of security over the Credit Rights, (ii) nor
Derechos de Crédito, ni (ii) cancelar las Cuentas Bancarias, sin to close any Bank Accounts without the express Security
que medie expresa autorización por escrito del Agente de Agent’s authorisation in writing, and therefore, in case you
Garantías, por lo que, en caso de recibir del Pignorante receive any notification from the Pledgor informing of the
cualquier notificación de haber llevado a cabo cualquiera de performance of any of the above- mentioned activities, you
las anteriores actuaciones, no deberán tenerla en consideración must not take such notification into account until the
hasta que el Agente de

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Garantías le remita notificación informándole al respecto; Security Agent notifies you the cancellation of the Pledges;

(b) adicionalmente, de acuerdo con las instrucciones del Agente (b) Following instructions from the Security Agent and the
de Garantías y del Pignorante les requerimos para que: Pledgor, We hereby request of you:

- no permitan o autoricen la transmisión o creación de - not to allow the transfer or creation of any type of lien,
ningún tipo de carga, gravamen, obligación o derecho de charge, duty or encumbrance over the Credit Rights,
un tercero sobre los Derechos de Crédito salvo con la without the express written authorisation from the
autorización expresa y por escrito del Agente de Garantías Security Agent, until the Security Agent send you notice
hasta el momento en el que el Agente de Garantías le of the cancellation of the Pledge; and
notifique la cancelación de la Prenda; y
- no acepten modificación alguna de éstas instrucciones - not to accept any amendment to these instructions unless it
salvo que esté firmada por ambos, Agente de Garantías y is signed by both Pledgor and Security Agent.
Pignorante.

(c) en caso de que el Agente de Garantías le notifique por escrito y (b) in case the Security Agent notifies you in writing the
de forma fehaciente la ejecución de las Prendas, deberá enforcement of the Pledge, you must perform all payments due
efectuar todos los pagos debidos bajo los Derechos de Crédito under the Credit Rights directly in the bank account
directamente a la cuenta bancaria indicada en la notificación mentioned in the notification of enforcement, and the Pledgor
de ejecución, reconociendo el Pignorante que sólo los pagos acknowledges that only payments thus performed and
así realizados y recibidos por el Agente de Garantías surtirán received by the Security Agent shall fully exonerate you
plenos efectos liberatorios frente al Pignorante. against the Pledgor.

El Pignorante y el Agente de Garantías expresamente reconocen The Pledgor and the Security Agent expressly acknowledge that
que [entidad] no incurrirá en ninguna responsabilidad frente a [bank] shall not be liable in any way before any of them if it
ninguno de ellos si acepta las instrucciones contenidas en la accepts the instructions contained in this notification and acts in
presente notificación y actúa de conformidad con las mismas. accordance with them.

A tal efecto, les rogamos acusen recibo de la presente carta, To this purposes, we kindly ask you to acknowledge receipt of this
mediante el envío del modelo de carta adjunto como Parte B a la notice, by sending the notice form attached hereto as Part B to the
atención de PNC Bank, National Association, a la dirección attention of PNC Bank, National Association, to the indicated
indicada, así como el envío de copia escaneada de la carta de acuse address, as well as sending a scanned copy of the acknowledgment
de recibo mediante correo electrónico a la siguiente dirección [ ]: letter by email to the following address [ ]:

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Lo que les comunicamos a los efectos oportunos. What we inform you to the relevant purposes.

Atentamente, Your sincerely,

[Pledgor] [Pledgor]

[Security Agent] [Security Agent]

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Parte B / Part B

[PNC Bank, National Association] PNC Bank, National Association].

En [ ], a [ ] de [ ] [In [ ], on [ ] of [ ]
Estimados Señores: Dear Sirs,
Ref: Prenda de derechos de crédito Ref: Pledge of credit rights

POR LA PRESENTE acusamos recibo de su carta y de las WE HEREBY acknowledge to have received the notice of the
instrucciones previstas en la misma respecto a la pignoración de los pledge of credit rights over the following bank accounts, of which
derechos de crédito de las cuentas corrientes, de las cuales tomamos we take note of that, together with the instructions contained
nota: [detalle cuentas pignoradas]. therein: [details of bank accounts pledged].

Lo que le comunicamos a los efectos oportunos. What we communicate to you for the appropriate purposes.

Atentamente, Yours sincerely,

[Bank] [Bank]

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IRREVOCABLE UNDERTAKING TO GRANT FIRST-PRIORITY SECURITY INTERESTS

Between

GRUPO FERROATLÁNTICA, S.A.U.

FERROATLÁNTICA, S.A.U.
As the Spanish Loan Parties

and

PNC Bank, National Association

As the Security Agent

Squire Patton Boggs (UK) LLP

Oficina de Madrid
Plaza Marqués de Salamanca, 3-4
28006 Madrid

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ÍNDICE

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IRREVOCABLE UNDERTAKING TO GRANT FIRST-PRIORITY SECURITY INTERESTS

In Madrid, on the [ ] of [ ] of 2018.

With the intervention of the Notary Public of Madrid, Francisco Miras Ortiz.

(1) GRUPO FERROATLÁNTICA, S.A.U., a Spanish Company, with registered offices at [ ], [ ], duly represented by [ ] by
virtue of [ ].

(2) FERROATLÁNTICA, S.A.U., a Spanish Company, with registered offices at [ ], [ ], duly represented by [ ] by virtue of [ ].

(3 ) PNC BANK, NATIONAL ASSOCIATION , a US bank with registered offices at [ ], duly represented by [ ] by virtue of [ ]
(“PNC” or the "Security Agent").

Grupo FerroAtlántica, S.A.U. and FerroAtlántica, S.A.U. shall be hereinafter referred to as the “Spanish Loan Parties”. The Spanish
Loan Parties and the Security Agent shall be hereinafter referred to as the "Parties", each of them a “Party”. The Parties
acknowledge each other's full legal capacity to execute this agreement.

WHEREAS

I . By an agreement dated [ ], PNC (as Lender and Security Agent), [ ], [ ], [ ], [ ], [ ], and [] (the “Lenders” or the “Secured
Parties”), Ferroglobe PLC (as the borrower, the “Borrower”), the Spanish Loan Parties and other parties have entered into a
USD 250,000,000 credit agreement governed by the laws of the State of New York (the "Credit Agreement") under which
certain facilities have been made available to the Borrower by the Lenders. The Credit Agreement has been notarised on the
date hereof before the Notary of Madrid, Francisco Miras Ortiz.

II. By an agreement dated [ ], PNC (as Security Agent), the Borrower, the Spanish Loan Parties and other parties have entered
into a Continuing Agreement of Guaranty and Suretyship under which the Spanish Loan Parties have agreed to guarantee
the repayment to the Security Agent of the all amounts due under the Credit Agreement (the “Guaranty Agreement”). The
Guaranty Agreement has been notarised on the date hereof before the Notary of Madrid, Francisco Miras Ortiz.

III. The Secured Parties have appointed PNC to act as their security agent under and in connection with the Credit Agreement
authorising it to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and
discretions specifically given on its role as Security Agent under the Credit Agreement including the power to execute and
accept the security granted in connection with the Credit Agreement.

I V. The Spanish Loan Parties have undertaken to grant an irrevocable promise to create and perfect first-priority security
interests in all the Spanish Loan Parties’ permitted and free of any liens present and future and wherever located personal
property assets, including but not limited to deposit accounts, accounts receivable, inventory, fixtures,

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equipment, instruments, chattel paper, cash and cash equivalents, letter-of-credit rights, commercial tort claims, and all
payment intangibles and other general intangibles (including patents and trademarks), contract rights, documents, chattel
paper and all proceeds and products of the foregoing (the “Collateral”).

V. The Spanish Loan Parties wish to grant an irrevocable undertaking to grant first-priority security over the above referenced
assets pursuant to the terms of this agreement (the "Agreement"), which shall be governed by the following,

CLAUSES

1. DEFINITIONS

Unless otherwise stated, capitalised terms shall have the meaning ascribed in the Credit Agreement when used herein.

2. UNDERTAKING TO GRANT A FIRST-PRIORITY SECURITY INTERESTS

2.1 The Spanish Loan Parties irrevocably and unconditionally undertake to the Security Agent to create, grant, execute and
deliver first-priority in rem security interests (by way of non-possessory pledge, mortgage or otherwise) in the Spanish Loan
Parties’ permitted and free of any liens present and future property assets pertaining to the Collateral identified in Exhibit I
as security for the full and punctual fulfilment of all the obligations assumed by the Borrower and the Spanish Loan Parties
under the Loan Documents.

2.2 The Security Agent accepts the irrevocable undertaking of the Spanish Loan Parties.

2.3 The Collateral over which the security may be constituted will not include any of the following:

(a) Interest in real property (other than fixtures required above),

(b) Motor vehicles and other assets subject to certificates of title;

(c) Any governmental licenses or state or local franchises, charters and authorizations to the extent prohibited by
applicable law;

(d) Pledges and security interests prohibited or restricted by applicable law, except to the extent that any such
prohibition or restriction would be rendered ineffective pursuant to the Uniform Commercial Code or other
applicable law;

(e) Margin stock;

(f) Pledges of equity in joint ventures prohibited by their organizational documents;

(g) Any lease, license or other agreement or any property subject to a purchase money security interest, capital lease
obligation or similar arrangements, in each case, if permitted under the Credit Documentation, to the extent that a

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grant of a security interest therein would violate or invalidate such lease, license or agreement or such purchase
money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto;

(h) Pledges and security interests prohibited or restricted by any legally valid contractual restriction existing on the
closing date and not entered into in contemplation of the transactions contemplated hereby, except to the extent
that any such prohibition or restriction would be rendered ineffective pursuant to the UCC or other applicable
law; and

(i) Other customary exceptions to be agreed.

2.4 The Collateral committed hereunder shall be first-priority security (garantía real de primer rango) over any of the assets
pertaining to the Collateral identified in Exhibit I, free from any liens, existing encumbrances and charges whatsoever.

3. PERFECTION OF THE SECURITY

3.1 The security over the Collateral shall be executed by the Spanish Loan Parties upon the first demand of the Security Agent
(a primera demanda), provided there is a Potential Default or an Event of Default under the Credit Agreement.

3.2 The security shall be executed between the relevant Spanish Loan Party and the Security Agent within the term designated
by the Security Agent in the notification sent to the relevant Spanish Loan Party (the “Perfection Notice”), and, in any
event, no later than the following fifteen (15) business days from the receipt of the Perfection Notice. For this purpose, the
relevant Spanish Loan Party shall appear before the Spanish notary public designated by the Security Agent in the
Perfection Notice on the date and place designated in the Perfection Notice for the execution of any public deeds and any
related documents which may be required for the perfection of the Collateral, whether by non-possessory pledge (prenda sin
desplazamiento de la posesión), mortgage (hipoteca) or otherwise.

3.3 The Spanish Loan Parties undertake to take all necessary corporate action to grant the requested first-priority security to the
Security Agent within the term specified by the Security Agent in the Perfection Notice. The Spanish Loan Parties undertake
to take any necessary action to ensure that the registration of the security taken on the Collateral in the relevant public
registries or official bodies is filed as soon as practicable and in any event no later than one (1) month after the execution of
the public deeds of perfection.

3.4 If the Spanish Loan Parties fail to grant the security or if the Spanish Loan Parties fail to comply with any of its obligations
under the Perfection Notice, the Security Agent shall be authorised to perfect the security pursuant to the terms of the
irrevocable power of attorney granted in Clause 10 of this Agreement, even if the exercise of such powers would involve
self-dealing (autocontratación) which the Spanish Loan Parties expressly consent in respect of the Security Agent.

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4. STATUS

4.1 The Security Agent shall be entitled to request from the Spanish Loan Parties any information relating to the status of the
assets and properties pertaining to the Collateral and the Spanish Loan Parties shall provide such information to the Security
Agent within a maximum term of ten (10) business days from the date of receipt of any requests.

4.2 The Spanish Loan Parties shall not transfer, create security, sell, encumber, mortgage, charge or in any other manner dispose
of the assets pertaining to the Collateral until all amounts due and outstanding under the Credit Agreement have been fully
repaid to the Secured Parties, except as permitted under the terms and conditions of the Credit Agreement.

5. SECURED LIABILITIES

5.1 The Collateral shall secure the repayment of all present and future payment obligations and liabilities owed by the Borrower
or the Spanish Loan Parties to all or any of the Secured Parties under the Loan Documents, including (a) to the extent arising
pursuant to or in connection with the Credit Agreement or any other Loan Documents, any and all loans, advances, debts,
liabilities and obligations owed to the Secured Parties in any capacity whatsoever, of any kind or nature, present or future
(whether in principal, interest, fees, costs, expenses, commissions, accessories and other amounts due, whether or not
evidenced by a note, guaranty or other instrument, whether or not for the payment of money), absolute or contingent, joint
or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated,
regardless of how such indebtedness or liabilities arise or whether evidenced by any agreement or instrument, (b) any and all
amounts due under any and all Foreign Currency Hedge (as defined in the Credit Agreement) and/or Interest Rate Hedge (as
defined in the Credit Agreement) and (c) any amounts due under any Other Lender Provided Financial Service Product, all as
further defined in the Credit Agreement. Notwithstanding anything to the contrary contained in the foregoing, the Secured
Obligations shall not include any Excluded Hedge Liabilities, as defined in the Credit Agreement (the “Secured
Obligations”).

5.2 For purposes of the determination of the secured liabilities vis-à-vis third parties, the Parties will agree on the amount of the
secured liabilities upon perfection of the relevant security.

6. REPRESENTATIONS AND WARRANTIES

6.1 The Spanish Loan Parties represent and warrant to the Security Agent as follows:

(a) They have full authority and capacity to execute this Agreement and to comply with the obligations under this
Agreement;

(b) They have the required power, title and capacity to execute this Agreement;

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(c) The assets pertaining to the Collateral will be free from any liens and encumbrances at the time of perfection of the
security in order to be a first- priority security;

(d) They have complied with all formalities and carried out all corporate actions for the authorisation, granting and
compliance with this Agreement; and

(e) To the best of their knowledge and belief, the obligations contemplated in this Agreement (i) do not contravene any
regulations or orders; (ii) do not conflict with the deed of incorporation or the by-laws of the Spanish Loan Parties;
(iii) do not contradict any document, arrangement or agreement that is binding on the Spanish Loan Parties; and (iv)
do not require any third party’s authorisation, consent, approval, license or permit.

7. COSTS AND EXPENSES

Any costs and expenses arising from the execution of this Agreement as well as any costs and expenses arising from the
perfection of the security on the Collateral (including lawyers’ fees, notarial fees, registration fees, administrative charges
and stamp duty taxes) shall be fully paid by the Spanish Loan Parties or any other member of their Group.

8. SYNDICATION

8.1 The Spanish Loan Parties acknowledge and agree that the Lenders may syndicate totally or partially the Credit Agreement
or any rights arising therefrom by means of credit transfers or assignments in accordance with the terms of the Credit
Agreement.

8.2 The Spanish Loan Parties acknowledge and agree that in accordance with Section 1528 of the Spanish Civil Code, any
assignment or transfer carried out by the Secured Parties (or any subsequent assignee or transferee thereof) under the
provisions of the Credit Agreement shall automatically entail the constitution of the transferee or assignee as the beneficiary
of the undertakings set out in this Agreement. The Spanish Loan Parties hereby waive any right to require any formality
other than those set out in the Credit Agreement in order to evidence the transfers, assignments or subrogation mentioned in
this section and it hereby acknowledges and agrees that the Security Agent may enforce all the rights arising out of this
Agreement on its own behalf. Notwithstanding the above, the Spanish Loan Parties undertake that, upon the Security
Agent’s request, it will grant such public deeds or private documents as may be necessary or convenient to evidence such
transfers or assignments.

9. SECURITY AGENT

All rights and powers conferred upon the Security Agent in connection with the security have been granted in its capacity as
security agent under and in connection with the Credit Agreement and for the avoidance of doubt shall be deemed to have
been granted for the benefit of the Secured Parties under the Credit Agreement.

10. IRREVOCABLE POWER OF ATTORNEY

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10.1 The Spanish Loan Parties undertake to grant in favour of the Security Agent an irrevocable deed of powers (escritura de
poder notarial irrevocable) in a separate public deed executed in Spanish on the date hereof in favour of the Security Agent,
so that, in the event that the Spanish Loan Parties do not carry out (upon the request by the Security Agent) any of the acts
set out in this Agreement within the required timeframes, the Security Agent through its delegates, attorneys, representatives
or agents may in the name and on behalf of the Spanish Loan Parties exercise any and all of the following powers:

(a) To grant, execute and deliver the relevant security on the Collateral, on its behalf and on behalf of the Secured Parties,
on the terms deemed convenient by the Security Agent;

(b) To sign, execute and grant any other public deeds or private documents which may be required or deemed necessary
by the Security Agent for the granting and perfection of the relevant security on the Collateral in the name and on
behalf of the Spanish Loan Parties;

(c) To pay, at the Spanish Loan Parties’ expense, any taxes, costs, expenses, notarial and registration fees arising from the
execution and registration of the relevant security at the relevant public registries;

(d) To appear before such authorities, notaries, registrars, bodies, private and public registries and Administrations as may
be required in relation to the matters contemplated herein, for the perfection and registration of the security taken on
the Collateral; and

(e) To carry out such complementary or supplemental actions as may be necessary or convenient to exercise the powers
granted.

10.2 Since this irrevocable power of attorney is granted in the interest not only of the Spanish Loan Parties, but also, and
specially, in the interest of the Security Agent and the Secured Parties, and that it is necessary for the fulfilment of the
obligations assumed by them in the Credit Agreement, this power of attorney will be deemed to be irrevocable and shall
remain in full force and effect as long as any obligations under the Credit Agreement are outstanding.

10.3 In the event that the Security Agent is replaced in accordance with the terms of the Credit Agreement, the new Security
Agent appointed in accordance with the terms of the Credit Agreement shall be vested with these powers on the same terms
and conditions as the Security Agent originally appointed.

10.4 The Spanish Loan Parties acknowledge and accept that the exercise by the Security Agent of the authority received under
this power of attorney may include self- contracting (auto-contratación), which is accepted with respect to the Security
Agent, the Secured Parties and their assignees or transferees.

11. CANCELLATION

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This Agreement shall be cancelled and terminated once all amounts due under the Credit Agreement have been fully repaid
to the Lenders.

12. NOTICES

12.1 Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise
stated, may be made by letter or by e-mail.

12.2 The address and e-mail address of each Party for any communication or document to be made or delivered under or in
connection with this Agreement shall be the following:

(a) For Grupo FerroAtlántica, S.A.U.:

[]

(b) For FerroAtlántica, S.A.U.:

[]

(c) For PNC Bank, National Association:

[]

12.3 Any communication or document made or delivered by one person to another under or in connection with this Agreement
will only be effective:

(a) if by way of e-mail, when received in readable electronic form and addressed in such a manner as specified by the
relevant Party for such communication; or

(c) if by way of letter, when it has been left at the relevant address or five (5) business days after being deposited in the
post postage prepaid in an envelope addressed to it at that address.

13. NOTARIAL INTERVENTION

13.1 The Parties execute this Agreement as a notarial policy with the intervention of the Notary of Madrid Francisco Miras Ortiz
on the same date of its execution.

13.2 The Parties authorise the issuance of second and further notarial copies of this policy for the purposes of Section 517 of the
Civil Procedure Act (Ley de Enjuiciamiento Civil) and hereby authorise the Security Agent to request the issuance of such
additional notarial copies of this deed.

14. GOVERNING LAW AND JURISDICTION

14.1 This agreement shall be governed by Spanish laws.

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14.2 The Courts of the City of Madrid have exclusive jurisdiction to settle any disputes arising out of or in connection with this
Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement in one original counterpart on the date and place first above
written.

La presente Póliza de Promesa de Constitución de Garantía Real se formaliza con la intervención del Notario de Madrid y de
su Ilustre Colegio, que figura en el encabezamiento, a los efectos de lo previsto en el Artículo 1.216 del Código Civil, el Artículo
517 de la Ley de Enjuiciamiento Civil, y demás legislación concordante.

Y yo el Notario hago constar que:

Los otorgantes, en la representación que ostentan reseñada en la intervención de la presente, tienen facultades
representativas que son a mi juicio suficientes para la promesa de constitución de garantía real que se documenta en la presente
póliza.

Los comparecientes, según intervienen en la presente Póliza, manifiestan su conformidad y aprobación al contenido de la
misma tal y como aparece redactado, en lengua inglesa idioma que yo el Notario conozco en lo suficiente, al amparo de lo previsto
en el artículo 51 del Código de Comercio; extendida en ( ) hojas incluidos sus anexos, la otorgan y firman, con mi intervención.
Advierto a los firmantes del derecho a la traducción a la lengua española del presente documento, derecho al que renuncian,
manifestando conocer la lengua inglesa, y en consecuencia, el alcance y significado de todo su contenido.

Y yo el Notario, habiendo hecho las oportunas advertencias legales, DOY FE de la identidad de los comparecientes, de la
legitimidad de sus firmas, de que a mi juicio tienen la capacidad y legitimación necesarias para el otorgamiento de la presente
Póliza, de que el consentimiento ha sido libremente prestado, y de que el otorgamiento se adecua a la legalidad y a la voluntad
debidamente informada de los otorgantes e intervinientes.

Madrid, a [ ] de [ ] de 2018.

CON MI INTERVENCIÓN

EL NOTARIO

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EXHIBIT I

ASSETS AND PROPERTIES OF THE SPANISH LOAN PARTIES

PERTAINING TO THE COLLATERAL

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Date/Fecha 2018

[]
Como Pignorante/as Pledgor

PNC BANK, NATIONAL ASSOCIATION

Como Agente de Garantías/ as Security Agent

[]
Como Entidades Acreditantes/ as Secured Parties

CONTRATO DE PRENDA SOBRE DERECHOS DE CRÉDITO

DERIVADOS DE PRÉSTAMOS/
CREDIT RIGHTS OVER LOAN AGREEMENTS PLEDGE AGREEMENT

Squire Patton Boggs (UK) LLP

Plaza Marqués de Salamanca, 3-4
28006 Madrid
Spain
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En Madrid, a [ ] de [ ] de 2018. In Madrid, on [ ], [ ] 2018.

REUNIDOS BETWEEN
DE UNA PARTE, ON ONE HAND,

[ ], sociedad existente y válidamente constituida de conformidad [ ], a company duly incorporated pursuant to the laws of Spain, with
con las leyes de España, con domicilio en [ ], inscrita en el Registro registered office located at [ ], registered with Commercial Registry
Mercantil de [ ], y con número de identificación fiscal (N.I.F.) [ ], en of [ ], and with tax identification number (N.I.F.) [ ], in force (“[ ]”).
vigor (“[ ]”). Actúa en su nombre y representación [ ], mayor de It is duly represented by [ ], of legal age, Spanish nationality, with
edad, de nacionalidad española, con documento nacional de Spanish ID (D.N.I.) number [ ], in force, duly empowered for these
identidad español (D.N.I.) número [ ], en vigor, debidamente purposes in his capacity as [ ], by virtue of the public deed granted
facultado para este acto en su calidad de [ ], en virtud de la escritura before the Notary of [ ] [ ] dated on [ ] [ ] [ ], with number [ ] of his
pública otorgada ante el Notario de [ ] [ ] de fecha [ ] de [ ] de [ ], records. Hereinafter, [ ] will be referred to as the “Pledgor”.
con número [ ] de su protocolo. En lo sucesivo, [ ] será denominado
como el “Pignorante”.

Y DE OTRA PARTE, AND ON THE OTHER HAND,

PNC BANK, NATIONAL ASSOCIATION, sociedad existente y PNC BANK, NATIONAL ASSOCIATION (hereinafter, “PNC” or
válidamente constituida de conformidad con las leyes de [ ], con the “Security Agent”), a company duly incorporated under the laws
domicilio social en [ ], inscrita en el Registro Mercantil de [ ] y con of [ ], with registered office located at [ ], registered with
número de identificación fiscal (N.I.F.) [ ], en vigor (“PNC” o el Commercial Registry of [ ] and with Tax Identification Number [ ].
“Agente de Garantías”). Actúa en su nombre y representación [ ], It is duly represented by [ ], of legal age, [ ] nationality, with
mayor de edad, de nacionalidad [ ], con número de [ID/Passport] of his nationality number [ ], in force, [and with
[D.N.I./pasaporte] número [ ], en vigor, [y N.I.E. número [ ], en foreign identification (N.I.E.) number [ ], in force], duly empowered
vigor,] debidamente facultado para este acto en su calidad de [ ], en for these purposes in his capacity as [ ], by virtue of the power of
virtud del poder otorgado ante Notario de fecha [ ], [ ], [ ]. attorney granted before Notary dated on [ ], [ ], [ ].

Asimismo, el Agente de Garantías comparece y actúa en nombre Likewise, the Security Agent appear and acts in his own name and
propio y por cuenta y representación de las entidades acreditantes [ on behalf of the lenders [ ], [ ], [ ], [ ], [ ], [ ] and [ ] (jointly referred
], [ ], [ ], [ ], [ ], [ ] y [ ] (denominadas conjuntamente junto con PNC together with PNC as the "Lenders"), by virtue of his appointment
como las "Entidades Acreditantes") en virtud de su designación as Security Agent under clause [ ] of the credit facility agreement
como Agente de Garantías según lo dispuesto en la Cláusula [ ] del signed on [ ] 2018 by and among Ferroglobe PLC, PNC, [ ], [ ], [ ], [
contrato de financiación formalizado el [ ] de [ ], de 2018 entre ], [ ], [ ], [ ], Globe Specialty Metals, Inc, Grupo FerroAtlántica
Ferroglobe PLC, PNC, [ ], [ ], [ ], [ ], [ ], [ ], [ ], Globe Specialty S.A.U., FerroAtlántica S.A. and FerroPem, S.A.S., among others,
Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A. y raised into public deed on [ ] [ ] 2018, before the Notary public [ ],
FerroPem, S.A.S., entre otros, elevado a público con fecha [ ], de with number [ ] of his records, as well as by virtue of the power of
2018, ante el Notario [ ], con número [ ] de su protocolo, así como attorney listed hereto as Annex 1. Hereinafter, the Lenders and the
en virtud de los apoderamientos señalados en el Anexo 1. En lo Security Agent shall be referred to jointly as the "Secured Parties"
sucesivo las Entidades Acreditantes y el Agente de Garantías serán and each of them shall be referred to individually as a "Secured
designados conjuntamente como las Party".

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"Partes Garantizadas" y cada uno de ellos, de forma individual,

como él o una "Parte Garantizada".

Asimismo, el Pignorante y las Partes Garantizadas serán Likewise, the Pledgor and the Secured Parties shall be jointly
denominados, conjuntamente, como las “Partes”. referred to as the “Parties”.

Las Partes se reconocen mutuamente la capacidad legal necesaria The Parties mutually acknowledge that they have sufficient legal
para la suscripción del presente acuerdo y, a tal efecto, capacity to enter into this agreement and, to this effect,

EXPONEN RECITALS

I . Que, con fecha de [ ] de [ ] de 2018, PNC en su calidad de I. Whereas, on [ ] [ ], 2018, PNC as Lender and Security Agent,
Entidad Acreditante y Agente de Garantías, las Entidades the Lenders, Ferroglobe PLC as borrower (the “Borrower”),
Acreditantes, Ferroglobe PLC como acreditada (la Globe Specialty Metals, Inc, Grupo FerroAtlántica S.A.U.,
“Acreditada”), Globe Specialty Metals, Inc, Grupo FerroAtlántica S.A. and FerroPem, S.A.S. as guarantors (the
FerroAtlántica S.A.U., FerroAtlántica S.A. y FerroPem, S.A.S. “Guarantors” and together with the Borrower the “Loan
en calidad de garantes (los “Garantes” y conjuntamente con Parties”), among others, have entered into a credit facility
la Acreditada, las “Partes Financieras”) entre otros, han agreement up to the maximum amount of USD 250,000,000,
suscrito un contrato de financiación (Credit Agreement) por under the laws of the state of New York, United States of
importe máximo de USD 250.000.000, sujeto a la legislación America (hereinafter, as it may be amended, novated or
del estado de Nueva York, Estados Unidos de América (en supplemented from time to time, the "Credit Agreement")
adelante, tal y como sea novado, modificado o suplementado under which certain credit facilities have been granted to the
en cada momento, el "Contrato de Financiación"), en virtud Borrower. The Credit Agreement was raised into public deed
del cual se han concedido diversas facilidades crediticias a la on [ ] [ ] 2018, before the Notary public [ ], with number [ ] of
Acreditada. El Contrato de Financiación fue elevado a público his records.
con fecha [ ], de 2018, ante el Notario [ ], con número [ ] de su
protocolo.

II. Que, con fecha [ ] de [ ] de 2018, el Agente de Garantías, Globe I I . Whereas, on [ ] [ ], 2018, the Security Agent, Globe Specialty
Specialty Metals, Inc, Grupo FerroAtlántica S.A.U., Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A.
FerroAtlántica S.A. y FerroPem, S.A.S., entre otros, han and FerroPem, S.A.S, among others, have entered into a
suscrito un contrato de garantía (Continuing Agreement of continuing agreement of guaranty and suretyship, under
Guaranty and Suretyship), en virtud del cual los Garantes han which the Guarantors have agreed to secure as primary
accedido a garantizar como obligado principal los importes obligor, the amounts owed by the Borrower under the Credit
adeudados por la Acreditada bajo el Contrato de Financiación Agreement (the “Guaranty Agreement”). The Guaranty
(el “Contrato de Garantía”). El Contrato de Garantía fue Agreement was raised into public deed on [ ] [ ] 2018, before
elevado a público con fecha [ ], de 2018, ante el Notario [ ], the Notary public [ ], with number [ ] of his records.
con número [ ] de su protocolo.

I I I . Que, el Pignorante es titular de los derechos de crédito I I I . Whereas, the Pledgor owns the credit rights arising from the
derivados de la concesión de los contratos de préstamos loan agreements identified and attached hereto as Annex 2
identificados y que se adjuntan en el Anexo 2 (los “Contratos (the “Loan Agreements”). For the purposes of this
de

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Préstamos”). A los efectos de este contrato, cualesquiera derechos agreement, any existing or future credit rights of any nature that
de crédito presentes o futuros de cualquier naturaleza que existan arise or may arise directly or indirectly for any reason in favor of
o puedan surgir directa o indirectamente por cualquier razón a favor the Pledgor as creditor arising from the said Loan Agreements shall
del Pignorante como acreedor bajo los citados Contratos de be referred as to as the “Credit Rights”.
Préstamo serán denominados como los “Derechos de Crédito”.

I V . Que, el otorgamiento de ciertas garantías, incluyendo la I V . Whereas, the granting of certain security, including the
creación de un derecho real de prenda de primer rango sobre creation of a first ranking pledge over the Credit Rights under
los Derechos de Crédito derivados de los Contratos de the Loan Agreements, it has been set out as a condition
Préstamo se ha establecido como una condición precedente precedent under the Credit Agreement.
bajo el Contrato de Financiación.

V. Que, a tal efecto, con objeto de garantizar el íntegro y puntual V . Whereas, to this purpose, as security of the punctual and full
cumplimiento de la totalidad de las obligaciones asumidas por performance of all the obligations assumed by the Loan
las Partes Financieras bajo el Contrato de Financiación y el Parties under the Credit Agreement and the Guaranty
Contrato de Garantía, el Pignorante está de acuerdo en otorgar Agreement, the Pledgor agrees to grant a first ranking pledge
una prenda de primer rango sobre los Derechos de Crédito over the Credit Rights under the Loan Agreements referred to
derivados de los Contratos de Préstamo referidos en el Anexo u n d er Annex 2 above in favor of the Secured Parties (the
2 anterior a favor de las Partes Garantizadas (la “Prenda”). “Pledge”).

V I . Que, según lo expuesto, las Partes, convienen suscribir el VI. That, in light of the above, the Parties have agreed to execute
presente contrato de prenda (en lo sucesivo, el “Contrato de this pledge agreement (the “Pledge Agreement”, or the
Prenda” o el “Contrato”), que se regirá por las siguientes “Agreement”) which will be governed by the following

CLÁUSULAS CLAUSES

1. INTERPRETACIÓN Y DEFINICIONES 1. DEFINITIONS AND INTERPRETATION

Los términos que aparecen en mayúsculas en el presente Capitalised terms shall have the meanings as set out herein:
Contrato tendrán el significado que aquí se establece:

“Agente de Garantías” significa PNC Bank, National “Security Agent” means PNC Bank, National Association.
Association.

“Contrato de Financiación” tendrá el significado referido en el “Credit Agreement” shall have the meaning described in
Expositivo I anterior. Recital I above.

“Contrato de Garantía” significa el Contrato Continuado de “Guaranty Agreement” means the Continuing Agreement of
Garantía y Afianzamiento referido en el Expositivo II anterior. Guaranty and Suretyship described in Recital II above.

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“Contratos de Préstamo” tendrá el significado referido en el “Loan Agreements” shall have the meaning described in
Expositivo III anterior. Recital III above.

"Derechos de Crédito" significa cualesquiera derechos de "Credit Rights" means any existing or future credit rights of any
crédito presentes o futuros de cualquier naturaleza que existan o nature that arise or may arise directly or indirectly for any
puedan surgir directa o indirectamente por cualquier razón a reason in favor of the Pledgor as creditor arising from the Loan
favor del Pignorante como acreedor bajo los Contratos de Agreements identified to in Annex 2.
Préstamo identificados en el Anexo 2.

“Deudores” significa los obligados al pago de las obligaciones “Debtors” means the obligors to the payments of the
derivadas de los Contratos de Préstamo de los que emanan los obligations arising from the Loan Agreements under which the
Derechos de Crédito pignorados. Credit Rights pledged arise.

“Documentos de la Financiación” significa el presente "Loan Documents” means this Agreement, the Guaranty
Contrato, el Contrato de Garantía, el Contrato de Financiación, Agreement, the Credit Agreement, as well as any other
así como cualesquiera otros documentos que noven, clarifiquen, documents that amend, clarify, rectify or replace the
rectifiquen o sustituyan los documentos anteriormente aforementioned documents.
mencionados.

“Entidades Acreditantes” significa PNC, [ ], [ ], [ ], [ ], [ ], [ ] y [ “Lenders” means PNC [ ], [ ], [ ], [ ], [ ], [ ] and [ ].

].

"Obligaciones Garantizadas" significa todas las obligaciones "Secured Obligations" means all present and future payment
de pago presentes y futuras adeudadas por la Acreditada o los obligations and liabilities owed by the Company or the
Garantes a todas o cualquiera de las Partes Garantizadas bajo los Guarantors to all or any of the Secured Parties under the Loan
Documentos de Financiación, incluyendo (a) en la medida en Documents, including (a) to the extent arising pursuant to or in
que surja de conformidad con el Contrato de Financiación o connection with the Credit Agreement or any other Loan
cualquiera de los Documentos de la Financiación, todos y cada Documents, any and all loans, advances, debts, liabilities and
uno de los préstamos, anticipos, deudas, responsabilidades y obligations owed to the Secured Parties in any capacity
obligaciones. adeudadas a las Partes Garantizadas en cualquier whatsoever, of any kind or nature, present or future (whether in
capacidad, de cualquier tipo o naturaleza, presentes o futuros principal, interest, fees, costs, expenses, commissions,
(ya sea en el capital principal, intereses, honorarios, costes, accessories and other amounts due, whether or not evidenced by
gastos, comisiones, accesorios y otros importes adeudados, a note, guaranty or other instrument, whether or not for the
evidenciados o no mediante pagare, garantía u otro instrumento, payment of money), absolute or contingent, joint or several, due
ya sea o no para el pago de dinero), absolutas o contingentes, or to become due, now existing or hereafter arising, contractual
mancomunados o solidarias, vencidas o próximas a su or tortious, liquidated or unliquidated, regardless of how such
vencimiento, presentes o surgidas en el futuro, contractuales o indebtedness or liabilities arise or whether evidenced by any
perjudiciales, liquidadas o sin liquidar, independientemente de agreement or instrument, (b) any and all amounts due under any
cómo surja dicho endeudamiento o responsabilidad, o si se and all Foreign Currency Hedge (as defined in the Credit
evidencia por cualquier acuerdo o instrumento, (a) todos y cada Agreement) and/or Interest Rate Hedge (as defined in the Credit
uno de los importes vencidos en virtud del Derivado de Agreement) and (b) any amounts due under any Other Lender
Cobertura sobre Divisa Extranjera (según este término se define Provided Financial Service Product, all as further defined in the
en el Contrato de Financiación) y/o el Derivado del Tipo de Credit Agreement. Notwithstanding anything to the contrary
Interés (según se define en el Contrato de Financiación) y (c) contained in the foregoing, the Secured Obligations shall not
cualquier cantidad adeudada bajo cualquier otro Producto de include any Excluded Hedge Liabilities, as defined in the
Servicios Financieros Otorgado por Otra Entidad Acreditante, Credit Agreement.
todo ello según lo definido en el Contrato de Financiación. Sin
perjuicio de cualquier disposición contraria establecida en lo
anterior, las Obligaciones Garantizadas no incluirán ningún
Pasivo de Cobertura Excluido, tal como se define en el Contrato
de Financiación.

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“Partes Financieras” significa Ferroglobe PLC, Globe “Loan Parties” means Ferroglobe PLC, Globe Specialty
Specialty Metals, Inc, Grupo FerroAtlántica S.A.U., Metals, Inc, Grupo FerroAtlántica S.A.U., FerroAtlántica S.A.
FerroAtlántica S.A. y FerroPem, S.A.S. and FerroPem, S.A.S.

“Partes Garantizadas” PNC, [ ], [ ], [ ], [ ], [ ], [ ] y [ ]. “Secured Parties” means PNC [ ], [ ], [ ], [ ], [ ], [ ] and [ ].

“Supuesto de Ejecución” significa lo dispuesto en la “Enforcement Event” has the meaning given under Clause 8.1
Cláusula 8.1 siguiente. below.

“Supuesto de Incumplimiento” significa lo dispuesto en la “Event of Default” has the meaning given under clause 9
cláusula 9 (Event of Default) del Contrato de Financiación. (Event of Default) of the Credit Agreement.

2. CONSTITUCIÓN DE PRENDA DE PRIMER RANGO 2.CREATION OF A FIRST RANKING PLEDGE

2 . 1 En garantía del íntegro y puntual cumplimiento de las 2 . 1 As security of full and timely fulfilment of all the Secured
Obligaciones Garantizadas, y sin perjuicio de la Obligations, and without prejudice to the general liability
responsabilidad patrimonial universal del Pignorante prevista (responsabilidad patrimonial universal) of the Pledgor under
en el artículo 1.911 del Código civil y que no se entiende section 1,911 of the Spanish Civil Code, which shall not be
limitada en modo alguno por el otorgamiento de la Prenda, el limited in any way by the creation of this Pledge, the Pledgor
Pignorante constituye un derecho real de prenda de primer hereby grants a first ranking in rem right of pledge over all of
rango sobre la totalidad de los Derechos de Crédito presentes its present and future Credit Rights arising from the Loan
y futuros de su titularidad derivados de los Contratos de Agreements identified to in Annex 2, in favor of the Secured
Préstamo identificados en el Anexo 2, a favor de las Partes Parties, which accept the Pledge granted in their favor, as
Garantizadas, que lo aceptan, en garantía del cumplimiento de security for the fulfillment of the Secured Obligations. The
las Obligaciones Garantizadas. El Agente de Garantías acepta Security Agent hereby expressly accepts the creation of the in
expresamente el derecho real de prenda en su propio nombre y rem right of pledge in its own name and in name and on behalf
derecho y en nombre y representación de los restantes Partes of the Secured Parties.
Garantizadas.

2 . 2 La Prenda constituida en virtud del presente contrato se 2 .2 The Pledge created in this document is a pledge with transfer
constituye como prenda con desplazamiento posesorio de of possession (prenda con desplazamiento) under sections
conformidad con los artículos 1.526, 1.857 y 1.865 del 1,526, 1,857, and 1,865 of the Spanish Civil Code, so that the
Código Civil, por lo que la Prenda será plenamente eficaz y Pledge will be fully effective and enforceable against third
oponible frente a terceros y frente a la Acreditada y los parties and against the Borrower or the Guarantors from the
Garantes desde el momento del otorgamiento de la presente time upon the granting of this Pledge.
Prenda.

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3. ENTREGA DE LA POSESIÓN 3. DELIVERY OF POSSESSION

La Prenda constituida en el presente Contrato es efectiva desde The Pledge created in this Agreement is effective from the
el mismo momento de su otorgamiento, conforme a lo previsto moment of its granting, in accordance with section 90.1.6 of the
en el artículo 90.1.6º de la Ley Concursal, entendiéndose Insolvency Act, and therefore having produced, to all effects,
producida a todos los efectos la transmisión de la posesión de the transfer of possession of the Credit Rights pledged, under
los Derechos de Crédito pignorados, conforme a lo previsto en section 1,863 of the Spanish Civil Code.
el artículo 1.863 del Código Civil.

No obstante lo anterior, las Partes instruyen por la presente al Notwithstanding the foregoing, the Parties hereby instruct the
Notario interviniente a fin de que realice, a la mayor brevedad attesting Notary to notify, as soon as possible, in writing the
posible, la notificación de la constitución de la Prenda y del creation of the Pledge and the provisions of this Agreement by
contenido de éste Contrato por correo certificado con acuse de registered mail with acknowledgement to the Debtors under the
recibo a los Deudores bajo los Contratos de Préstamo que Loan Agreements listed to in Annex 2, in their condition as
constan en el Anexo 2, en su condición de deudores de los debtors of the Loan Agreements pledged, to this effect, the
Derechos de Crédito pignorados, a cuyo efecto, las Partes le Parties hereby deliver to the Notary a notice form attached
entregan una carta con el modelo de notificación que se adjunta hereto as Annex 3.
como Anexo 3.

4. INDIVISIBILIDAD DE LA PRENDA 4. INDIVISIBILITY OF THE PLEDGE

4.1 La Prenda que se constituye a favor de las Partes Garantizadas 4 . 1 The Pledge granted for the benefit of the Secured Parties
garantiza el íntegro y total cumplimiento de la totalidad de las secures the payment and discharge of all of the Secured
Obligaciones Garantizadas. Obligations.

4.2 La Prenda y el ejercicio de la acción real pignoraticia que lleva 4 . 2 The Pledge and the exercise of the pledge enforcement
aparejada se entienden sin perjuicio de las obligaciones que attached will be deemed to be without prejudice to the
para la Acreditada y los Garantes se derivan de Documentos de obligations assumed by the Borrower and the Guarantors
la Financiación, que no se entienden limitadas en modo under the Loan Documents, which shall not be limited
alguno por la constitución de la Prenda. whatsoever by the creation of this Pledge.

4.3 La Prenda tiene el carácter de indivisible. En consecuencia, los 4 . 3 This Pledge is granted with an indivisible nature.
Derechos de Crédito pignorados garantizan el integro Consequently, the Credits Rights pledged secure the full
cumplimiento de las Obligaciones Garantizadas. El payment and discharge of all of the Secured Obligations. The
cumplimiento parcial de las Obligaciones Garantizadas no partial discharge of the Secured Obligations will not
extinguirá proporcionalmente la Prenda, que sólo se cancelará proportionally extinguish the Pledge, which may only be
una vez que hayan sido íntegramente satisfechas la totalidad cancelled after the Secured Obligations are discharged in full.
de las Obligaciones Garantizadas.

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5. EXTENSIÓN DE LA PRENDA 5. EXTENSION OF THE PLEDGE

5.1 Sustitución de activos 5.1 Substitution of assets

La Prenda sobre los Derechos de Crédito pignorados se The Pledge over the Credit Rights pledged shall extend to and
extenderá y comprenderá, con carácter enunciativo, pero no comprise, including but not limited to:
limitativo a:

(a) Cualesquiera cantidades en efectivo de las que sea titular (a) Any monies owned by the Pledgor in which the Credit
el Pignorante en que pudieran convertirse los Derechos Rights pledged may be converted, by reason of any legal
de Crédito pignorados, por razón de cualquier negocio transaction carried out on them by the Pledgor;
jurídico realizado sobre los mismos por el Pignorante;

(b) Cualquier interés o rendimiento económico generado por (b) Any interest or economic return generated by the Credit
los Derechos de Crédito; Rights;

(c) Cualesquiera bienes o derechos del Pignorante que (c) Any of the Pledgor´s assets or rights that, from time to
sustituyeran a los Derechos de Crédito pignorados, time, replace the Credit Rights pledged, including those
incluidos los derivados de la novación o la sustitución derived from the novation or substitution of the Credit
de los Derechos de Crédito pignorados y/o de los Rights pledged and/or the Loan Documents;
Documentos de Financiación;

(d) El Pignorante informará al Agente de Garantías tan pronto (d) The Pledgor shall inform the Security Agent as soon as any
como se haya producido cualquiera de las circunstancias of the events outlined in the previous paragraph takes
mencionadas en el apartado anterior. place.

En adelante, cualquier referencia hecha a los Derechos de Hereinafter, any references made to the Credit Rights in this
Crédito pignorados en este Contrato, se entenderá hecha a Agreement shall be understood to be made to any right, security
cualquier derecho, título u objeto que, en virtud de lo indicado or asset that, by virtue of what is provided for under this Clause,
en esta Cláusula, sustituya a los Derechos de Crédito replaces the Credit Rights pledged or is interchangeable for or
pignorados o que sea intercambiable por los inherentes a los inherent to the latter.
mismos.

Sin perjuicio de que la extensión de la Prenda operará de Without prejudice to the extension of the Pledge operating
manera automática cuando ocurra cualquiera de las automatically upon the occurrence of any of the events
circunstancias descritas anteriormente, el Pignorante se described above, the Pledgor undertakes, subject to the terms of
compromete, sujeto a los términos de Documentos de la the Loan Documents, to execute all such public and/or private
Financiación, a otorgar cuantos documentos públicos o documents which may be necessary for the purposes of
privados sean necesarios a los efectos de perfeccionar y perfecting and evidencing such extension within one (1) month
evidenciar dicha extensión en un plazo de un (1) mes desde el following the occurrence of any of such events above.
momento en el que tenga lugar cualquiera de las circunstancias
anteriores.

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6. OBLIGACIONES DEL PIGNORANTE 6. UNDERTAKINGS OF THE PLEDGOR

6 .1 En tanto subsista la Prenda, el Pignorante no podrá enajenar, 6 . 1 During the term of this Pledge, the Pledgor shall not be
transmitir, ceder, gravar, o disponer de cualquier otra manera entitled to sell, transfer, assign, encumber, charge or in any
los Derechos de Crédito pignorados, excepto con el manner dispose of the Credit Rights pledged, except with the
consentimiento previo y por escrito las Partes Garantizadas a prior written consent of the Secured Parties through the
través del Agente de Garantías. Security Agent.

6 . 2 Sin perjuicio de lo anterior, el Pignorante podrá seguir 6 . 2 Without prejudice, the Pledgor may continue to collect the
recibiendo los importes correspondientes a intereses o corresponding amounts of interests and principal under the
principal bajo los Contratos de Préstamo, debiendo ingresar el Loan Agreements, and shall deposit such payments collected
importe de los pagos en las cuentas corrientes números [ ] in the bank accounts numbered [ ] held by the Pledgor at the
abiertas con los bancos [ ], que se encuentran pignoradas en account banks, that are pledged pursuant to the pledge
virtud de prenda de derechos de crédito sobre cuentas agreement over the credit rights over the bank accounts
corrientes que en esta misma fecha han otorgado las Partes o en executed on this date between the Parties or in any other bank
cualquier otra cuenta corriente que en el futuro se designe por account that may be designated by the Security Agent and
el Agente de Garantías y se pignore en garantía de las pledged under the Secured Obligations, provided that no
Obligaciones Garantizadas, a menos que se haya producido y Event of Default of any of the Secured Obligations has
notificado al Pignorante cualquier Supuesto de occurred and has been notified to the Pledgor, under clause 9
Incumplimiento de las Obligaciones Garantizadas en los (Event of Default) of the Credit Agreement, in which case the
términos descritos en la cláusula 9 (Event of Default) del provisions under Clause 8 below shall apply.
Contrato de Financiación, en cuyo caso se estará a la dispuesto
en la Cláusula 8 siguiente.

6 . 3 Durante el plazo de vigencia de la Prenda, el Pignorante se 6 . 3 The Pledgor unconditionally and irrevocably undertakes,
compromete incondicional e irrevocablemente a: during the term of the Pledge:

(a) no adoptar, o permitir la adopción de ninguna actuación (a) not to take, or permit the taking of, any step that may
que pueda perjudicar los derechos bajo la Prenda a favor impair the rights under the Pledge in favor of the Secured
de las Partes Garantizadas, tales como la prioridad de las Parties, as the priority of the Secured Obligations,
Obligaciones Garantizadas, la ejecución de la Prenda, la enforceability of the Pledge, legal nature of the Credit
naturaleza legal de los Derechos de Crédito pignorados o Rights pledged or the like;
similares;

(b) no gravar, crear ningún derecho de preferencia, o aceptar (b) not to encumber, create any preemptive right over, or
la creación o imposición de cualquier carga o gravamen, accept the creation or imposition of any charge or
derecho u opción o restricción en la transferibilidad de encumbrance, right or option or restriction on the
los Derechos de Crédito pignorados hasta que las transferability of the Credit Rights pledged until the
Obligaciones Garantizadas hayan sido satisfechas Secured Obligations have been unconditionally and
incondicional e irrevocablemente en su totalidad y la irrevocably satisfied in full and the Pledge has been fully
Prenda haya sido liberada en su totalidad (salvo released (unless permitted by the Secured Parties);
autorización por parte de las Partes Garantizadas);

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(c) no realizar cualesquiera actuaciones u omisiones que (c) to refrain from any act or omission which could materially
puedan perjudicar sustancialmente los derechos de las prejudice the rights of the Secured Parties under the
Partes Garantizadas bajo la Prenda; Pledge;

(d) notificar al Agente de Garantías sobre cualquier situación (d) to notify the Security Agent of any situation that could
que pueda conducir a un procedimiento concursal que lead to a formal insolvency proceeding (procedimiento
implique la imposibilidad del Pignorante para cumplir sus concursal) involving the Pledgor or that may imply the
obligaciones; inability of the Pledgor to fulfill its obligations;

(e) notificar al Agente de Garantías dentro de los quince (15) (e) to report to the Security Agent within fifteen (15) business
días hábiles siguientes a tener noticia de cualquier days following to receive any notice of any proceeding of
procedimiento de naturaleza judicial o extrajudicial que any court or any out of court process that may affect the
pudiera afectar a los Derechos de Crédito pignorados, los Credit Rights pledged, the Loan Agreements or this
Contratos de Préstamo o la presente Prenda; y Pledge; and

(f) no formalizar ningún contrato que pueda infringir o (f) not to formalize any contract that could infringe or entail
conllevar un Supuesto de Incumplimiento (Event of an Event of Default under the Credit Agreement (Event of
Default) según el Contrato de Financiación, el Contrato Default), the Guaranty Agreement or under this
de Garantía o bajo este Contrato. Agreement.

7. DECLARACIONES Y GARANTÍAS DEL PIGNORANTE 7. REPRESENTATIONS AND WARRANTIES OF THE

PLEDGOR

El Pignorante declara y garantiza, en beneficio de las Partes The Pledgor represents and warrants, for the benefit of the
Garantizadas: Secured Parties:

(a) Que es una sociedad válidamente constituida y (a) That is a company validly incorporated and duly registered
debidamente inscrita en el Registro Mercantil competente with the relevant Commercial Registry and has full
y ostenta plena capacidad de obrar; capacity to act;

(b) Que tiene capacidad para suscribir y cumplir el presente (b) That is authorised to enter into and fulfil this Agreement
Contrato y ha realizado todas las actuaciones necesarias and has carried out all necessary actions to authorise the
para autorizar el otorgamiento y cumplimiento del mismo; granting and fulfilment thereof;

(c) Que los Derechos de Crédito pignorados son de su (c) That it holds full legal title over the Credit Rights pledged
exclusiva titularidad y sobre ellos no pesa ninguna carga, and that such the Credit Rights are free and clear from any
gravamen o cualquier otro tipo de derecho a favor de lien, encumbrance whatsoever, or of any other type of third
terceros; parties' right;

(d) Que los Contratos de Préstamo indicados en el Anexo 2, de (d) That the Loan Agreements referred to in Annex 2, from
los que se derivan los Derechos de Crédito pignorados, se which the Credit Rights pledged arise were executed in
otorgaron de conformidad con la legislación aplicable y compliance with the applicable legislation and create
crea derechos y obligaciones vinculantes para el binding obligations and rights with respect to the Pledgor
Pignorante y los Deudores; and the Debtors;

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(e) Que no existen Contratos de Préstamos adicionales y/o (e) That there are not any additional or different Loan
distintos a los indicados en el Anexo 2; Agreements of those indicated to in Annex 2;

(f) Que a su leal saber y entender del Pignorante, la (f) That to the best of its knowledge, the constitution of this
constitución de la presente Prenda no contradice ninguno Pledge does not conflict any contracts, obligations,
de los contratos, obligaciones, acuerdos, compromisos, agreements, undertakings, charges or regulations to which
cargas o regulaciones de las que sea parte o por las que esté it is a party or by which it is bound, nor it will imply the
obligado, ni supone el incumplimiento de sus términos y breach of such terms and conditions, having been
condiciones, habiendo sido obtenido, en caso de ser obtained, should it be necessary, all necessary consents in
necesarios, todos los consentimientos oportunos al efecto order to avoid the breach of any commitment assumed
de evitar el incumplimiento de cualquier compromiso prior to the execution of this Agreement; and
adquirido con anterioridad al otorgamiento del presente
Contrato; y

(g) Que el otorgamiento de este Contrato, junto con el (g) That the execution of this Agreement, together with the
desplazamiento posesorio referido en la Cláusula 3 displacement of possession referred to in Clause 3 above,
anterior, constituye y crea una garantía real de primer creates a first ranking in rem right of pledge over the Credit
rango los Derechos de Crédito en favor de las Partes Rights in favor of the Secured Parties as security of the
Garantizadas en garantía del cumplimiento de las Secured Obligations.
Obligaciones Garantizadas.

8. EJECUCIÓN DE LA PRENDA 8. ENFORCEMENT OF THE PLEDGE

8.1 Supuesto de Ejecución 8.1 Enforcement Event

Será causa de ejecución de la Prenda un Supuesto de The Pledge will be enforceable upon the occurrence of an
Incumplimiento continuado (el "Supuesto de Ejecución"). Event of Default, which is continuing (the “Enforcement
Event").

8.2 Determinación de la cantidad líquida 8.2 Due and payable amount

Las Partes acuerdan expresamente que la cantidad vencida, The Parties expressly agree that in the event of enforcement of
líquida y exigible en caso de ejecución de la Prenda (por the Pledge (following any of the applicable procedures) the
cualquiera de los procedimientos aplicables) y a los efectos de amount due and payable pursuant to the provisions of articles
los artículos 572 y 573 de la Ley de Enjuiciamiento Civil, será 572 and 573 of the Civil Procedural Law will be the amount
la especificada en la certificación que expida el Agente de specified in the certificate issued by the Security Agent in
Garantías de conformidad con la cláusula [ ] del Contrato de accordance with clause [ ] of the Credit Agreement setting out
Financiación en la que conste el saldo adeudado por la the amount owed by the Borrower or the Guarantors to the
Acreditada o los Garantes a las Partes Garantizadas y que será Secured Parties, calculated in accordance with the Credit
calculado de conformidad con lo dispuesto en el Contrato de Agreement.
Financiación.

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8.3 Ejecución por el Agente de Garantías 8.3 Enforcement by the Security Agent

La ejecución de la Prenda y la realización de cualesquiera The enforcement of the Pledge and any acts in defence or
acciones de defensa o preservación de la misma, será llevada a preservation of the Pledge shall be carried out by the Security
cabo por el Agente de Garantías, en nombre y representación Agent acting on their behalf and upon their instructions.
de aquéllos y siguiendo las instrucciones que a tal efecto le
faciliten los mismos.

8.4 Procedimientos de ejecución 8.4 Enforcement procedures

Para el ejercicio de la acción real pignoraticia, las Partes For the purposes of the enforcement of the Pledge, the Secured
Garantizadas podrán entablar, a su elección, cualquiera de los Parties may, at their discretion initiate any legal proceedings
procedimientos que legalmente les asisten, y en particular: available, in particular:

(a) los judiciales ordinarios, declarativos o de ejecución (a) ordinary, declarative or enforcement judicial proceedings
previstos en la Ley 1/2000, de 7 de enero, de provided under Law 1/2000 of 7th January of Civil
Enjuiciamiento Civil (la “LEC”); Procedure (the “Civil Procedural Law”);

(b) el procedimiento ejecutivo para bienes hipotecados o (b) the enforcement proceeding for mortgaged or pledged
pignorados establecido en los artículos 681 a 698 de la assets established in articles 681 to 693 of the Civil
Ley de Enjuiciamiento Civil, en relación con el artículo Procedural Law, in conjunction with article 635 of that
635 de esa misma ley, aceptando desde ya las Partes la same act. The Parties expressly accept that the Security
posibilidad de ejecución a través de persona o entidad Agent will be entitled to request the enforcement through
especializada del art. 641 LEC a solicitud del Agente de an specialized entity or person should it deem it fit, at its
Garantías a su discreción; o sole discretion; or

(c) el extrajudicial establecido en el artículo 1872 del Código (c) the non-judicial proceeding set forth in article 1872 of the
Civil o en los artículos 72 a 77 de la Ley del Notariado; Civil Code or in articles 72 to 77 of the Spanish Notarial
Law;

cumpliendo en cada caso los requisitos del procedimiento complying in each case with the requirements of the chosen
elegido, sin que la utilización de una vía precluya la proceedings and provided that the choice of any of the above
posibilidad de acudir a cualquiera de las restantes, en tanto las proceedings does not limit the possibility of choosing any of
Obligaciones Garantizadas no hayan sido satisfechas en su the other proceedings, to the extent that the Secured
integridad o extinguidas de otro modo. Obligations have not been fully discharged.

8.5 Procedimiento de ejecución bajo la LEC 8.5 Civil enforcement procedure

En el supuesto de que las Partes Garantizadas, a través del In the event that the Secured Parties, through the Security
Agente de Garantías, decidieran instar cualquiera de los Agent, wish to initiate any of the enforcement procedures set
procedimientos previstos en la LEC, las Partes pactan forth in the Civil Procedural Law, the Parties hereby agree that
expresamente que bastará para el ejercicio de la acción for the exercise of the enforcement actions the delivery of the
ejecutiva la presentación de los siguientes documentos: following documents shall suffice:

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(a) la póliza de éste Contrato de Prenda; (a) the public document (póliza) formalising this Pledge
Agreement;

(b) certificación, expedida por el Agente de Garantías, de la (b) a certificate issued by the Security Agent, regarding the
deuda que resulte a cargo de la Acreditada o de los debt of the Borrower, as well as the extract of the debit
Garantes, así como el extracto de las partidas de cargo y and credit entries and those corresponding to the
abono y las correspondientes a la aplicación de intereses application of interest that determine the specific
que determinan el saldo concreto por el que se pide el balance for which the enforcement is requested,
despacho de ejecución, acreditando que la liquidación certifying that the calculation of the debt which is
de la deuda por la que se ejecuta se ha practicado en la enforced has been in the manner agreed in the Loan
forma pactada en los Documentos de la Financiación; Documents;

(c) documento que acredite haber notificado previamente al (c) a document evidencing that the amount due and payable
Pignorante, a la Sociedad y a cualquier otra sociedad que as a result of the aforementioned calculation has been
resulte Garante en cada momento la cantidad exigible previously notified to the Pledgor, the Company and any
resultante de dicha liquidación. A estos efectos, dicha other Company holding the position of Guarantor at that
notificación será suficiente para que la Acreditada y los time. Such notice will be suffice for the purposes of
Garantes se den por notificados. notifying the Borrower and the Guarantors.

8.6 En el caso de que los Derechos de Crédito pignorados fuesen 8.6 In case the Credit Rights pledged were fit to be converted into
inmediatamente convertibles en dinero en el momento de la cash by the time of execution, the Parties hereby agree that it
ejecución, las Partes acuerdan expresamente que no será will not be necessary to celebrate a preliminary auction before
preciso la celebración de subasta previa para su ejecución, execution, and that the Security Agent may, on its own name
pudiendo el Agente de Garantías, en nombre propio y por and on behalf of the Secured Parties, will be entitled to
cuenta de las Partes Garantizadas, ejecutar directamente la enforce the Pledge by itself by appropriation. To this end, the
Prenda. A estos efectos el Agente de Garantías, haciendo uso Security Agent making use of the irrevocable power of
del poder irrevocable al que se refiere la Cláusula 9 siguiente, attorney referred to in Clause 9 below, shall send a notice to
podrá solicitar a los Deudores el pago directo del importe the Debtors requesting the direct payment of the amount owed
adeudado bajo los Contratos de Préstamo correspondientes a under the Loan Agreements arising from all the Credit Rights
los Derechos de Crédito pignorados en la cuenta que le pledged be paid into the account it designates and shall apply
indique a tal efecto aplicando el importe íntegro de lo any amounts received in that account to the satisfaction of the
recibido en la misma al pago del importe pendiente de las amount owed under the Secured Obligations.
Obligaciones Garantizadas por las que se ejecute.

Para proceder a la ejecución extrajudicial sin celebrar subasta In order to enforce the Pledge in accordance to the
previa, el Agente de Garantías remitirá a los Deudores un extrajudicial procedure without prior auction, the Security
requerimiento estableciendo, (a) que se ha producido un Agent will deliver to the Debtors a notice indicating, (a) the
Supuesto de Ejecución, (b) que no se ha atendido el pago de existence of an Enforcement Event, (b) that the amounts owed
las cantidades debidas por las Partes Financieras a las Partes by the Loan Parties to the Secured Parties have not been paid
Garantizadas después de haber sido requeridos para ello, (c) se by the Loan Parties after having been asked to do so, (c) the
indicará el importe de las obligaciones vencidas pendientes amount of the unpaid Secured Obligations, and (d) an
de pago, y (d) requerirá que ese importe sea ingresado en la account number to which this amount is to be transferred.
cuenta que se indique en el requerimiento.

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8.7 Procedimiento extrajudicial 8.7 Non-judicial proceedings

Si las Partes Garantizadas, iniciasen el procedimiento In the event that the Secured Parties, should initiate the
establecido en el artículo 1.872 del Código Civil y en los proceedings contemplated in Article 1,872 of the Spanish
artículos 72 a 77 de la Ley del Notariado, será de aplicación Civil Code and the Articles 72 to 77 of the Notaries Act, the
el procedimiento siguiente: following procedure shall apply:

(a) Los domicilios a efectos de requerimientos y (a) The addresses for the service of notice and summons are
notificaciones serán los que se recogen en la Cláusula 11 the ones included in Clause 11 below, being also
posterior, siendo aplicables asimismo en caso de applicable to the enforcement proceeding set out in
ejecución de acuerdo con el procedimiento previsto en Chapter V of Title IV of Book III of the Spanish Civil
el Capítulo V del Título IV del Libro III de la Ley de Procedural Act;
Enjuiciamiento Civil;

(b) La subasta será electrónica y se llevará a cabo en el (b) The auction shall be electronic and shall be carried out
Portal de Subastas de la Agencia Estatal Boletín Oficial through the On-line Auction Portal of the State Official
del Estado; Gazette Agency;

(c) Abierta la subasta, sólo podrán hacerse pujas electrónicas (c) Once the auction is opened, electronic bids can only take
durante veinte (20) días desde la fecha de apertura; place during twenty (20) days following the opening;

(d) Las subastas se celebrarán ante un notario español que (d) The auctions shall be held before a Spanish Notary
será designado por las Partes Garantizadas de public appointed by the Secured Parties in accordance
conformidad con la legislación vigente; with applicable laws;

(e) El Pignorante, en caso de no comparecer ante el notario, (e) The Pledgor, in the event it does not appear before the
nombra al Agente de Garantías como representante en la notary public, appoints the Security Agent as its
subasta de los Derechos de Crédito pignorados, y representative at the auction of the Credit Rights
autoriza irrevocablemente al Agente de las Garantías pledged, and hereby irrevocably authorises it to execute
para que otorgue, en nombre y representación del in the name and on behalf of the Pledgor any and all
Pignorante, todos los documentos públicos que sean public documents which may be necessary to formalise
necesarios para formalizar la transmisión de los Derechos the transfer of the Credit Rights pledged in favor of the
de Crédito a favor del adquirente o adquirentes, según acquirer(s), with express authorisation to execute those
sea el caso, con autorización expresa para que otorgue documents if the Security Agent is party to them as
aquellos documentos en los que el Agente de Garantías acquirer;
sea parte como comprado;

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(f) Las subastas se notificarán fehacientemente al (f) The auctions shall be notified to the Pledgor by any
Pignorante por cualquier medio que permita acreditar la means which may evidence the content and receipt of the
recepción y el contenido de la notificación a los notice (fehacientemente) at the address referred to in
domicilios que se establecen en la Cláusula 11 posterior Clause 11 below by no less than fifteen (15) days prior to
con al menos quince (15) días de antelación a aquel que notice of the date indicated for the auction;
se señale para la subasta, y en particular las siguientes:

- El importe que deba ser debidamente satisfecho por - The amount to be duly paid by means of the
medio de la ejecución de la Prenda. enforcement of the Pledge.

- La fecha de la subasta y la hora a la que se celebrarán, - The date of the auction and the time at which they will
la cantidad que sirva de tipo inicial en las subastas y take place, the amount which shall serve as an initial
el depósito exigido para participar en las subastas. bid (tipo) at the auctions, as well as the deposit
required to participate in the auction.

(g) El tipo de salida de los Derechos de Crédito a los efectos (g) The reference price of the Credit Rights pledged for the
de su subasta será el valor nominal de los Derechos de purposes of their auction shall be the face value of the
Crédito; Credit Rights;

(h) Para la segunda subasta, el tipo de salida será el setenta y (h) For the second auction, the minimum reference price shall
cinco por ciento (75%) del tipo de salida indicado en el be seventy-five per cent. (75%) of the price indicated in
apartado (g) anterior. section (g) above.

(i) Igualmente, a petición del Agente de Garantías, se podrán (i) Likewise, at the request of the Security Agent partial
celebrar subastas parciales, es decir, únicamente sobre auctions of part of the Credit Rights pledged may also be
parte de los Derechos de Crédito pignorados; held;

(j) Todos los licitadores oferentes deberán depositar en (j) All bidders must place a deposit of five per cent. (5%) of
garantía ante el notario una cantidad igual al cinco por the reference price of the Credit Rights for the first
ciento (5%) del tipo de salida de los Derechos de Crédito auction with the notary. This amount shall be returned to
en la primera subasta. Tal cantidad será devuelta a los unsuccessful bidders once the auction has finished. The
licitadores que no resulten adjudicatarios una vez Security Agent is hereby expressly authorised by the
realizada la subasta. El Agente de Garantías queda Parties to bid at any of the auctions, on its behalf and on
expresamente autorizado por las Partes para comparecer that of the Secured Parties, with no need to make such a
en la representación que ostenta de las Partes deposit;
Garantizadas, en todas las subastas como licitador y sin
necesidad de realizar el mencionado depósito;

(k) el licitador que resulte adjudicatario de la subasta deberá (k) The bidder who wins must pay the difference between the
pagar la diferencia entre el importe depositado en deposit he has made and the acquisition price at the
garantía y el precio de adjudicación de los Derechos notary´s bureau or at the financial

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de Crédito en la notaria o en la entidad de crédito institution indicated in the announcement, before 12:00
indicada en el anuncio, antes de las 12:00 pm del tercer p.m. of the third business day following the allocation. If
día hábil siguiente a la adjudicación. En el caso de que he does not pay the difference he shall lose the amount
el licitador que resulte adjudicatario de la subasta no deposited as a guarantee. This amount shall be applied to
efectúe el pago de tal diferencia, perderá la cantidad reduce the amount of the Secured Obligations. The
depositada en garantía. Esta cantidad se destinará a Security Agent at its election may call new auctions or
reducir las Obligaciones Garantizadas. A elección del grant the Credit Rights to the second highest bidder;
Agente de Garantías, se podrán convocar nuevas subastas
o adjudicar los Derechos de Crédito al siguiente mejor
postor tras el adjudicatario que no pagó;

(l) En caso de que el adjudicatario no realice la (l) In the event that the awardee does not make the payment
consignación a que se refiere el apartado (g) en el plazo y in section (g) above in due course and form, the sums of
forma debidos, las cantidades por él consignadas como the deposit allocated by such awardee shall be applied to
depósito se aplicarán al pago de las Obligaciones the payment of the Secured Obligations. In this event,
Garantizadas. En este caso, dicho adjudicatario perderá the referred awardee shall be disqualified and the auction
la puja y se considerará adjudicatario al segundo mejor shall be awarded to the second highest bidder who has
licitador que hubiera mantenido el depósito en la notaría made the deposit with the Notary public in accordance
a tenor de lo indicado en el apartado (g) anterior; si no with section (g) above above; should there be no such
hubiera licitador de subasta será suspendida con las bidder the auction shall be adjourned with the
consecuencias previstas en estas estipulaciones. consequences set out in these provisions.

(m) La cantidad obtenida en la subasta, una vez deducidos (m) The amount obtained at the public auction, after
todos los gastos derivados del procedimiento de deducting all costs arising from the enforcement
ejecución, será entregada por el notario al Agente de procedure, shall be delivered by the notary public to the
Garantías hasta el importe necesario para satisfacer todas Security Agent up to the amount necessary to pay all of
las Obligaciones Garantizadas pendientes de pago cuyo the Secured Obligations the breach of which gave to the
incumplimiento hubiera dado lugar a la ejecución de la enforcement of the Pledge. Any remaining amounts, if
Prenda. El sobrante, de existir, será ingresado por el any, will be credited to an account of the Pledgor
notario en la cuenta bancaria a nombre del Pignorante indicated by the Security Agent (which is pledged or
que le indique el Agente de Garantías, (que ya se which shall be pledged in favor of the Security Agent)
encuentre pignorada o que se pignore en dicho momento and shall also be pledged as security for the outstanding
a favor del Agente de Garantías) en garantía de las Secured Obligations. If there are no outstanding Secured
Obligaciones Garantizadas pendientes de cumplimiento. Obligations, the remainder shall be directly and
De no existir Obligaciones Garantizadas pendientes de immediately delivered by the notary to the Pledgor;
cumplimiento, el sobrante será entregado por el notario
al Pignorante;

(n) En el caso de que el Agente de Garantías se adjudique en (n) In the event that the Security Agent acquires the Credit
la subasta los Derechos Rights at auction in its

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de Crédito pignorados en su nombre y en nombre y own name and on behalf of the Secured Parties, payment
representación de las Partes Garantizadas, éstas serán shall be effected by setting-off the price of the Credit
pagadas mediante compensación por reducción de la Rights pledged against the amount due of the Secured
cantidad debida por las Obligaciones Garantizadas en Obligations, which shall be reduced by the amount of the
una cuantía equivalente a la ofrecida por el Agente de purchase price. If the purchase price for the Credit Rights
Garantías como precio de los Derechos de Crédito. Si is higher than the amounts due to the Secured Parties, the
dicho precio fuera superior a la cantidad debida a las Security Agent shall directly and immediately pay the
Partes Garantizadas, el Agente de Garantías ingresará el excess into a bank account opened by the Pledgor
exceso en una cuenta bancaria a nombre del Pignorante (which is pledged or which shall be pledged in favor of
que ya se encuentre pignorada (o que se pignore en the Security Agent) and shall also remain attached as
dicho momento a favor del Agente de Garantías) en pledge security for the outstanding Secured Obligations.
garantía de las demás Obligaciones Garantizadas In the absence of outstanding Secured Obligations, the
pendientes de cumplimiento. De no existir Obligaciones remainder shall be deliver directly and immediately by
Garantizadas pendientes de cumplimiento, el sobrante the notary to the Pledgor. In the event that the price for
será entregado por el notario al Pignorante. En el the Credit Rights is lower than the amounts owed to the
supuesto de que el precio de los Derechos de Crédito Secured Parties, the balance will remain as a debt of the
fuera inferior a la cantidad debida a las Partes Borrower and the Guarantors which can be claimed by
Garantizadas, el importe no cubierto permanecerá como the Secured Parties by any means in accordance with the
deuda de la Acreditada y los Garantes exigible por las Loan Documents.
Partes Garantizadas por cualquier medio de conformidad
con los Documentos de la Financiación.

(o) La ejecución no será interrumpida por causa alguna, (o) The enforcement shall not be interrupted unless by virtue
salvo (i) que medie una orden dictada por la autoridad of (i) a judicial decision rendered by a competent judge;
judicial competente; o (ii) que la Acreditada y los or (ii) the discharge of the Secured Obligations by the
Garantes hubieran cumplido las Obligaciones Borrower and the Guarantors with full payment of the
Garantizadas y hubieran abonado íntegramente las same to the Secured Parties as well as all expenses
mismas a las Partes Garantizadas, así como todos los incurred in connection with the enforcement.
gastos incurridos en la ejecución.
8.8 Conservación de derechos 8.8 Maintenance of rights

Las Partes Garantizadas conservarán todos sus derechos y The Secured Parties shall maintain all their rights and claims
acciones contra el Pignorante por la parte de las Obligaciones against the Pledgor with respect to any part of the Secured
Garantizadas que no hayan sido satisfechas o resarcidas con la Obligations that has not been satisfied or indemnified upon
ejecución de la Prenda. the enforcement of the Pledge.

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8.9 Renuncia de acciones del Pignorante 8.9 Waiver of rights by the Pledgor

Hasta la fecha en la que las Obligaciones Garantizadas hayan Until such time as the Secured Obligations have been
sido amortizadas en su totalidad, en el caso de que las Partes discharged in full, in the event that the Secured Parties obtain
Garantizadas obtengan el cobro de cualesquiera importes u payment of any amounts owed to them or of the Secured
Obligaciones Garantizadas a través de la ejecución de la Obligations through the enforcement of the Pledge, the
Prenda, el Pignorante renuncia expresamente y desde este Pledgor expressly waives as from this moment in time (i) any
momento (i) al ejercicio de cualquier derecho de subrogación, rights of subrogation, (ii) the exercise of any claim and (iii)
(ii) a cualquier acción y (iii) al cobro de cualesquiera créditos the recovery or collection of any credits or rights, against the
o derechos, frente a la Acreditada y cualquiera de los Borrower and any of the Guarantors.
Garantes.

9. PODER IRREVOCABLE 9. IRREVOCABLE POWER OF ATTORNEY

9 .1 Con objeto de asegurar el cumplimiento de los compromisos 9 . 1 In order to give the grates effectiveness to the compliance
asumidos en este Contrato, el Pignorante otorgará a favor del with the undertakings set out herein, the Pledgor will grant in
Agente de Garantías y de las Partes Garantizadas en unidad de favor of the Security Agent and the Secured Parties
acto respecto a la firma del presente Contrato y en escritura simultaneously with the execution of this Agreement, and in a
pública separada ante el mismo Notario interviniente, un separate public deed before the intervening Notary public, an
poder especial irrevocable tan amplio en Derecho como irrevocable special power of attorney, so broad in Law as
resulte necesario, con facultades de sustitución, re-sustitución necessary, with powers of substitution, re-substitution and
y delegación en favor de la persona, física o jurídica, agente, delegation as broad as may be necessary in Law in favor of the
administrador, la persona o entidad a favor de quien sustituye person, whether natural or legal, agent, receiver, the person or
o en quien delegue la ejecución de las facultades otorgadas entity in favor of whom it may delegate or substitute the
por medio del poder irrevocable (incluyendo la entidad que le faculties conferred hereunder (including the entity which may
sustituya como Agente de Garantías) o cualquier otra entidad replace the Security Agent as agent) or any other entity that
que determine el Agente de Garantías, para que el Agente de the Security Agent may determine, so that the Security Agent
Garantías (actuando a través de sus representantes orgánicos o (acting through its representatives or its attorneys-in- fact), on
sus apoderados) pueda, en nombre y representación del behalf of the Pledgor, may perform any necessary or
Pignorante, realizar cualesquiera actuaciones que resulten convenient actions to comply with and enforce the terms of
necesarias o convenientes para ejecutar y hacer cumplir los the present Agreement.
términos del presente Contrato.

9 .2 A tales efectos, el Agente de Garantías podrá, transcurrido el 9 .2 For this purpose, the Security Agent may, upon failure of the
plazo de diez (10) días hábiles desde la notificación realizada Pledgor to comply with the Security Agent’s request within
al Pignorante sin que éste hubiera realizado lo solicitado, ten (10) business days of being notified, use the irrevocable
utilizar el poder irrevocable otorgado, a fin de llevar a cabo power of attorney in order to carry out, on behalf of the
en nombre del Pignorante cuantas actuaciones resulten Pledgor, any necessary or convenient actions in favor of the
necesarias o convenientes a favor de las Partes Garantizadas Secured Parties in the terms and conditions the Security Agent
en los términos y condiciones que estime oportunos para el may deem appropriate for the adequate compliance with the
adecuado cumplimiento de lo previsto en el presente terms of this Agreement including, but not limited to, the
Contrato, incluyendo, con carácter enunciativo y no following:
limitativo, las siguientes:

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(a) solicitar del Notario ante el que formalice el presente (a) to request from the Notary before whom the present
Contrato, todo tipo de copias de los correspondientes Agreement is formalized all kind of copies of the
documentos públicos en los que se formalicen la Prenda; relevant public documents in which the Pledge is
formalized;

(b) efectuar cualesquiera declaraciones, trámites, (b) to make any statements, declarations, proceedings,
presentaciones de documentos o cualesquiera otras submitting documents or any other actions before
actuaciones ante Notarios, Registradores, autoridades Notaries, Registrars, tax, administrative or judicial
fiscales, administrativas o judiciales y liquidar y abonar authorities and liquidate and pay for the taxes,
los impuestos, comisiones, costes y gastos relacionados commissions, costs and expenses related to the
con el otorgamiento del presente Contrato; execution of the present Agreement;

(c) llevar a cabo cuantas actuaciones y suscribir, otorgar y (c) to carry out any and all actions to execute, grant and raise
elevar a público cuantos documentos públicos o to public deed status any necessary documents to; (a)
privados sean necesarios para: (a) obtener y asegurar la obtain and ensure the full perfection, maintenance and
plena perfección, mantenimiento y protección de las protection of the Pledge; (b) defend, protect and claim
Prenda; (b) defender, proteger y reclamar los derechos the rights conferred to the Secured Parties in the present
que en el presente Contrato se confieren a las Partes Agreement; (c) carry out any extension, ratification,
Garantizadas; (c) realizar cualquier extensión, amendment, rectification or substitution of those clauses
ratificación, subsanación, rectificación o sustitución de declared void by those which economic effect will be the
cláusulas declaradas nulas por aquellas otras cuyo efecto most similar to the clause declared void and without
económico sea el más parecido posible al de la cláusula effect; and (d) carry out the execution of the Pledge;
declarada nula y sin efecto; y (d) llevar a cabo la
ejecución de la Prenda;

(d) para que, en caso de que ello fuera necesario, representar (d) if it was necessary, to represent the Pledgor in an auction
al Pignorante en la subasta de los Derechos de Crédito of the Credit Rights pledged under this Agreement;
pignorados en virtud del presente Contrato;

(e) en orden a la toma de posesión de los nuevos derechos, (e) in order to take possession of the new rights, securities,
valores, activos o fondos en caso de prenda sucesiva en assets or funds in case of successive pledge (prenda
los términos establecidos en el presente Contrato; sucesiva) in the terms established in this Agreement;

(f) a los efectos de materializar la extensión de la Prenda (f) for the purpose of materializing the extension of the
para las que dicha posibilidad esté prevista, y en orden a Pledge for which such possibility is foreseen, and in
suscribir los documentos necesarios para la extensión de towards to execution of the necessary documents for the
dichas garantías; extension of said security;

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(g) llevar a cabo cuantas actuaciones y firmar, otorgar y (g) to carry out any actions and sign, execute and raise to
elevar a público cuantos documentos públicos o public deed status any public or private documents that
privados sean necesarios o convenientes para el are deemed necessary or convenient for re-establishing
restablecimiento de la Prenda en virtud del presente the Pledge under this Agreement in the event any
Contrato en caso de que cualesquiera pagos efectuados payments performed under the Pledge were declared null
al amparo de la Prenda fuesen declarados nulos en el in the framework of an insolvency proceeding and, as a
marco de un procedimiento de insolvencia y, como consequence of such nullity the Secured Obligations
consecuencia de dicha nulidad, las Obligaciones were not fully fulfilled;
Garantizadas no resultasen cumplidas íntegramente;

(h) otorgar los documentos que sean convenientes o (h) to grant the documents that are convenient or necessary
necesarios a los efectos de que el presente poder for the purpose that this irrevocable power of attorney is
irrevocable sea otorgado a favor de quien sustituya al granted in favor of whoever replaces the Security Agent
Agente de Garantías como nuevo agente. as new agent.

9 . 3 Dado que el poder irrevocable se otorga en interés de las 9.3 As the irrevocable power of attorney is granted in the interest
Partes y que resulta necesario para el cumplimiento de las of the Parties and is necessary for the fulfilment of the
obligaciones asumidas por el Pignorante en el presente obligations assumed by the Pledgor under the present
Contrato, el poder irrevocable se configura como irrevocable, Agreement, the irrevocable power of attorney is configured as
por lo que permanecerá en vigor mientras subsistan las irrevocable. Therefore, it shall remain in force while the
Obligaciones Garantizadas. Secured Obligations subsist.

9 . 4 El poder irrevocable sólo podrá quedar sin efecto con 9 .4 The irrevocable power of attorney shall only be invalid prior
anterioridad a la terminación del presente Contrato por to the termination of the present Agreement as per the
acuerdo entre el Pignorante y el Agente de Garantías. La agreement between the Pledgor and the Security Agent. The
revocación unilateral del poder irrevocable por el Pignorante unilateral revocation of the irrevocable power of attorney by
no producirá efecto alguno. the Pledgor shall have no effect.

9 .5 El Pignorante declara conocer que el ejercicio por el Agente 9 .5 The Pledgor acknowledges that the exercise by the Security
de Garantías de las facultades que recibe en virtud del poder Agent of the faculties received under the irrevocable power of
irrevocable puede implicar autocontratación y subdelegación attorney may involve self-dealing and sub-delegation of
de poderes, lo acepta y lo salva expresamente para el Agente powers of attorney, which the Pledgor expressly accepts and
de Garantías y, en su caso, aquéllos que resulten ser sus saves for the Security Agent and, if appropriate, for those who
cesionarios o sucesores. Se salva expresamente también, may be its assignees or successors. The Pledgor also expressly
autorizándola, la autocontratación con respecto a aquéllos en saves, authorizing it, self-dealing with respect to those in
los que el Agente de Garantías sustituya, sub-apodere o which the Security Agent replaces, sub-empowers or delegates
delegue el poder irrevocable. the irrevocable power of attorney.

10. CANCELACIÓN DE LA PRENDA 10. CANCELATION OF THE PLEDGE

Cumplidas íntegramente las Obligaciones Garantizadas o Once the Secured Obligations have been fully discharged or
extinguidas éstas de otro modo, quedará automáticamente otherwise extinguished, the Pledge shall be automatically
extinguida y terminated and

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cancelada la Prenda, comprometiéndose las Partes cancelled and the Secured Parties hereby undertake to
Garantizadas, a solicitud por escrito del Pignorante, y en el execute, upon written request from the Pledgor and in the
plazo máximo de quince (15) días hábiles a partir de la fecha maximum term of fifteen (15) business days as from the date
en que tenga lugar tal requerimiento, a otorgar el of such request, the corresponding public document of
correspondiente documento público de cancelación. Las cancellation of the Pledge. The Parties to this Pledge
Partes de la presente Prenda acuerdan que todos los tributos y expressly acknowledge that any taxes, costs or fees (including
gastos de Notario y, en su caso, de notificaciones derivados de Notarial fees), and, if necessary, any notices sent in
dichas cancelaciones correrán a cargo del Pignorante. accordance with the said cancellation shall be borne by the
Pledgor.

No obstante el cumplimiento de las Obligaciones Notwithstanding the fully discharged of the Secured
Garantizadas y la cancelación de la Prenda, en el supuesto de Obligations and the cancellation of the Pledge, in the event
que cualesquiera pagos efectuados en satisfacción de las that any of the payments carried out to discharge the Secured
Obligaciones Garantizadas fueran declarados nulos en el Obligations are declared void or invalid during the course of a
marco de un procedimiento de insolvencia y, como insolvency proceedings, and as a result of such nullity, the
consecuencia de dicha nulidad, las Obligaciones Garantizadas Secured Obligations result not to be fully discharged or
no resultasen total o irrevocablemente cumplidas, las Partes otherwise extinguished, the Parties agree the revival of the
acuerdan el resurgimiento de los términos y condiciones de la terms and conditions of the Pledge to secure the Secured
Prenda en garantía de las Obligaciones Garantizadas. Obligations.

11. NOTIFICACIONES 11. NOTICES

11.1 Cualquier comunicación o notificación entre las Partes a la 11.1 All notices or communications referred to in this agreement or
que se refiera el presente contrato, o que, incluso no estando made by any of the Parties to this agreement to one another as
contemplada en el mismo, se realice entre las Partes en regards the execution, interpretation or termination of the
relación con la ejecución, interpretación o terminación del agreement shall be made in writing and will, at the sender's
mismo se realizará por escrito y será entregada personalmente choice, either be delivered to the other party in person (either
a la otra parte (bien por la remitente misma, bien por conducto by the sender personally or through a notary public) or sent
notarial) o enviada por fax, por correo electrónico o por correo by fax, electronic mail or certified post with delivery
certificado con acuse de recibo (a elección de quien envía la confirmation, to the following addresses:
comunicación) a las siguientes direcciones:

11.2 En el caso del Pignorante: 11.2 For the Pledgor:

A la atención de [ ] To the attn. of [ ]

[Dirección] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ] Email address: [ ]
11.3 En el caso del Agente de Garantías: 11.3 For the Security Agent:

A la atención de [ ] To the attn. of [ ]

[Dirección] [address]
Teléfono: [ ] Phone number: [ ]
Correo electrónico: [ ] Email address: [ ]

11 .4 La comunicación al Agente de Garantías y/o a las Partes 11.4 Any notice served to the Security Agent and/or the Secured
Garantizadas se entenderá válidamente realizada el [ ] día Parties will be deemed correctly made on the [ ] business day
hábil posterior a la recepción de la comunicación. after delivery of the notice.

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12. IMPUESTOS Y GASTOS 12. TAXES AND EXPENSES

Todos los honorarios, costes, aranceles y tributos que se All fees, costs, and taxes, and any other expenses reasonably
devenguen y cualesquiera otros gastos razonables que se incurred, now or in the future, in connection with the drafting,
originen, ahora o en un futuro, por causa de la preparación, el execution and compliance with this Agreement, its notarial
otorgamiento y el cumplimiento de este Contrato y su intervention by means of public document (póliza), or of its
intervención mediante el otorgamiento de ésta póliza, o su extension, assignment, novation, amendment or cancellation,
extensión, cesión, novación, corrección, enmienda, as well as all judicial costs and enforcement costs in
subsanación o cancelación, así como todas las costas y gastos connection with any of the available proceedings in relation
de ejecución de la Prenda por cualesquiera procedimientos, to the Pledge, including the fees and expenses of any nature of
incluidos los gastos y honorarios, de toda índole, de abogado y lawyers and procuradores (even when their involvement is
procurador (aun cuando la intervención de éstos no fuere not compulsory) and the novation and registration costs
preceptiva) así como los costes de novación y registro que arising from the amendment of the by-laws provided in this
resulten de la modificación de estatutos previstos bajo el Agreement shall be paid by the Pledgor or any of the
presente Contrato serán abonados por el Pignorante o companies of its group.
cualquiera de las sociedades de su grupo.

13. SUBSANACIÓN O COMPLEMENTO DEL CONTRATO 13. CORRECTIONS OR ADDITIONS TO THIS AGREEMENT

Si fuera requerido para ello por el Agente de Garantías If so required by the Security Agent (acting reasonably), the
(actuando razonablemente), el Pignorante se compromete a Pledgor undertakes to appear and grant, within ten (10)
otorgar, en el plazo de diez (10) días hábiles desde la fecha de business days as of the date of such request, as many public or
dicho requerimiento, cuantos documentos públicos o private documents as may be necessary or convenient for the
privados de subsanación, complemento documental o correction, addition or clarification of this agreement.
aclaración de este contrato fueran necesarios o convenientes.

El Agente de Garantías estará facultado para ser parte y The Security Agent shall be entitled to appear and execute all
otorgar cualquier documento público o privado en beneficio such public or private documents for the benefit of the
de las Partes Garantizadas, independientemente del derecho Secured Parties, irrespective of the right of each particular
individual de cada Parte Garantizada a ser parte y suscribir los Secured Party to appear and execute the aforesaid documents
documentos mencionados junto con el Agente de Garantías, along with the Security Agent, if such Secured Party so
siempre que dicha Parte Garantizada se lo notifique al Agente notifies to the Security Agent with at least two (2)
de Garantías con al menos dos (2) días hábiles de antelación business days prior notice to the date on which the public or
al día en que se otorguen dichos documentos públicos o private documents shall be executed.
privados.

14. CESIÓN DE LA PRENDA 14. ASSIGNMENT OF THE PLEDGE

14.1 El Pignorante reconoce y acepta que las Partes Garantizadas 14.1 The Pledgor hereby acknowledges and agrees that the Secured
pueden asignar y/o ceder su posición total o parcialmente en Parties may assign and/or transfer their position totally or
los Documentos de Financiación (y por tanto ceder su partially under the Loan Documents (and hence assign their
posición contractual bajo los Documentos de Financiación) o contractual position under the Loan Documents), or any rights
los derechos derivados de los mismos mediante cesiones de arising therefrom by means of credits transfers, assignments or
crédito, subrogaciones de posición contractual en dichos subrogation on contractual position or equivalent methods, as
contratos o figuras equivalentes, según proceda, de applicable, all in accordance with terms of the Loan
conformidad con los términos de los Documentos de Documents.
Financiación.

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14.2 El Pignorante reconoce y acepta expresamente en este acto 14.2 The Pledgor hereby expressly acknowledges and agrees that,
que, de acuerdo con el artículo 1528 del Código Civil, in accordance with article 1528 of the Spanish Civil Code,
cualquier cesión efectuada por cualquiera de las Partes any assignment or transfer carried out by any of the Secured
Garantizadas al amparo de lo dispuesto en los Documentos de Parties under the provisions of the Loan Documents shall
la Financiación conllevará automáticamente, y sin necesidad automatically entail and without the need of any further
de nuevo consentimiento del Pignorante a tal efecto, la cesión agreement of the Pledgor to such effect, the proportional
proporcional de los derechos que corresponden a la Parte assignment of the rights corresponding to such Secured Party
Garantizada en cuestión en virtud del presente Contrato. by virtue of this Agreement.

14.3 En consecuencia de lo anterior, las referencias que en este 1 4 .3 Consequently, references in this Agreement made to the
Contrato se realizan a las Partes Garantizadas se entenderán Secured Parties shall be deemed made, respectively, to the
hechas, respectivamente a las entidades que en cada momento entities which from time to time are Secured Parties under the
participen como las Partes Garantizadas bajo Documentos de Loan Documents.
la Financiación.

15. INVALIDEZ PARCIAL 15. PARTIAL INVALIDITY

La ilegalidad, invalidez o inejecutabilidad de cualquier If, for any reason, any provision of this Agreement is or
disposición de este Contrato por cualquier causa no afectará becomes illegal, invalid or unenforceable in any respect,
en modo alguno a la legalidad, validez o ejecución de las neither the legality, validity nor enforceability of the
restantes disposiciones del mismo. remaining provisions will in any way be affected or impaired.

Si fuera requerido para ello por el Agente de Garantías, el If so required by the Security Agent, the Pledgor undertakes to
Pignorante se compromete a otorgar, en el plazo de diez (10) appear and grant, within ten (10) calendar days as of the date
días naturales desde la fecha de dicho requerimiento, cuantos of such request, as many public or private documents as may
documentos públicos o privados de subsanación, be necessary or reasonably convenient for the correction,
complemento documental o aclaración de esta Prenda fueran addition or clarification of this Pledge to secure its validity,
necesarios o razonablemente convenientes para asegurar su enforceability and ranking priority.
validez, ejecutabilidad y prioridad de rango.

16. IDIOMA 16. LANGUAGE

Este Contrato se otorga en idiomas español e inglés. En caso This agreement is executed in Spanish and English. In the
de que surgieran discrepancias entre ambas versiones, event of discrepancies between the versions, the Spanish
prevalecerá la versión española. version shall prevail.

17. LEY APLICABLE Y JURISDICCIÓN 17. APPLICABLE LAW AND JURISDICTION

17.1 Ley aplicable 17.1 Governing Law

Este Contrato se regirá por la legislación común española. This Agreement shall be governed by the laws of Spain
(legislación común española).

17.2 Jurisdicción 17.2 Jurisdiction

En la medida en que tal sumisión resulte legalmente To the extent legally permissible, each Party hereby expressly
admisible, cada una de las Partes de este Contrato se somete and irrevocably submits to the jurisdiction of the Courts and
irrevocablemente, con renuncia expresa al fuero que pudiera Tribunals of Spain, specifically of the city of Madrid, for the
corresponderle, a la jurisdicción de los juzgados y tribunales resolution of any dispute that may arise in connection with
de la ciudad de Madrid para el conocimiento y resolución de this Agreement, and hereby waives its right to take
cualquier reclamación que pudiera derivarse del proceedings in any other jurisdiction
cumplimiento o interpretación de este Contrato.

- 22 -
 Draft SPB – 21.02.2018
Confidential information

18. INTERVENCIÓN NOTARIAL 18. NOTARIAL INTERVENTION

Este Contrato y sus eventuales modificaciones, se formalizan This Agreement and any eventual amendments from time to
en póliza intervenida ante notario, con el fin de que ésta time are formalised as public document (póliza) before notary
constituya título ejecutivo con respecto de todas las public, with the aim that this document may be considered an
cantidades debidas en virtud del mismo, a todos los efectos executive title with respect of any amounts owed under this
previstos en el artículo 517.2.5º de LEC, el artículo 1.216 del Agreement and for the purposes and the effects set out in
Código Civil, así como la consideración de crédito con articles 517.2.5º of the Civil Procedure Law, article 1,216 of
privilegio especial, a los efectos del artículo 90.1.6º de la Ley the Spanish Civil Code, as well as a specially privileged
Concursal y demás disposiciones legales aplicables. credit pursuant to article 90.1.6º of the Spanish Insolvency
Act and other applicable legal provisions.

En prueba de lo cual, las Partes otorgan este contrato en In witness whereof, the Parties grant this Agreement in public
póliza ante el notario de [ ], [ ], en la fecha y lugar indicado en document (póliza) before the notary of [ ], [ ], on the date and
el encabezamiento. place indicated above.

- 23 -
 Draft SPB – 21.02.2018
Confidential information

El presente Contrato se formaliza en Póliza con la intervención del Notario de [ ], [ ] y de su Ilustre Colegio que figura en el
encabezamiento.

Los otorgantes de la presente Póliza manifiestan su conformidad y aprobación al contenido de la misma tal y como aparece
redactado, extendida en hojas incluidos sus anexos, la otorgan y firman, con mi intervención en un (1) solo ejemplar al
amparo de lo previsto en la Ley 36/2006 de 29 de Noviembre, e Instrucción de la Dirección General de los Registros y del
Notariado de la misma fecha.

Y yo el Notario, habiendo hecho las oportunas advertencias legales, DOY FE de la identidad de los otorgantes, de la legitimidad
de sus firmas, de que a mi juicio tienen la capacidad y legitimación necesarios para el otorgamiento de la presente Póliza, de que el
consentimiento ha sido libremente prestado, y de que el otorgamiento se adecua a la legalidad y a la voluntad debidamente
informada de los otorgantes o intervinientes.

Las Partes se manifiestan conformes con el contenido de este Contrato y sus anexos, que aceptan y firman.

Con mi intervención,

[]

- 24 -
 Anexo 1 /Annex 1
Copia de los poderes otorgados a favor del Agente de Garantías por las Entidades Acreditantes/ Copy of the Power of Attorney
granted to the Security Agent by the Lenders

- 25 -
 Draft SPB – 21.02.2018
Confidential information

Anexo 2 /Annex 2
Listado y Copia de los Contratos de Préstamo/List and Copy of the Loan Agreements

- 26 -
 Draft SPB – 21.02.2018
Confidential information

Anexo 3 /Annex 3
Modelo de Notificación / Notice Form

- 27 -
 EXHIBIT 2.5.1
[FORM OF]
LOAN REQUEST

_________________, 201_

PNC Bank, National Association, as Administrative Agent

PNC Agency Services
PNC Firstside Center 4th Floor
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention: Dana Reimund, PNC Agency Services
Telecopy No. (412) 762-8672
Ladies and Gentlemen:

The undersigned, Ferroglobe PLC, a public limited company organized under the laws of England and Wales (the “Borrower”),
refers to the Credit Agreement dated as of February [ ], 2018 (as amended, restated, modified or supplemented from time to time, the
“Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Guarantors party thereto
as the “Guarantors”, the Lenders party thereto as the “Lenders”, PNC Bank, National Association, as the “Administrative Agent”, and
PNC Bank, National Association, as the “Swing Lender” and the “Issuing Lender”. The Borrower hereby gives you notice, irrevocably,
pursuant to Section 2.5.1 of the Credit Agreement, that the Borrower hereby requests one or more borrowings or conversions of Loans
under the Credit Agreement, and in connection therewith sets forth in the schedule attached hereto the information relating to each such
borrowing or conversion (collectively, the “Proposed Action”) as required by Section 2.5.1 of the Credit Agreement.

The Borrower hereby specifies that the Proposed Action will consist of Loans as indicated in the schedule attached hereto.

The Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the date of the
Proposed Action, and will be true after giving effect to the Proposed Action:

(A) the representations and warranties of the Loan Parties are true and correct in all material respects, as though made at and as
of such time, unless expressly made as of a prior date (in which case such representations and warranties shall have been true and correct
in all material respects as of such prior date); provided that any representation and warranty that is qualified as to materiality, “Material
Adverse Change” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects as of such
respective dates;

(B) no Event of Default or Potential Default has occurred and is continuing;

 (C) the making of the Proposed Action does not contravene any Law applicable to any Loan Party or Subsidiary of any Loan
Party or any of the Lenders; and

[(D) the condition under Section 4.01(b)(i)(B) of the 2022 Indenture (or equivalent provision in any refinancing thereof) [is met
with respect to the Revolving Facility Usage][is no longer in effect].]1

1
To be included as applicable under Section 7.2(e) of the Credit Agreement.
 PROPOSED CONVERSION SCHEDULE

Proposed Conversion #1
[of the Loans described in the first table below
into the Loans described in the second table below]

LOAN 1 (Loan To Be Converted):

Requested
Conversion Aggregate Amount
Facility Type of Loan To Be Converted
Date of Loan

___________ ☐ Revolving Credit Loan ☐ Base Rate Option $ .

____, 201__ (in Dollars) ☐ Euro-Rate Option
☐ Optional Currency
Loan (If Euro-Rate Option is selected, select existing
Interest Period below)
(If Optional Currency ☐ One month
Loan is selected, select ☐ Two months
currency below) ☐ Three months
☐ Six months
☐ Euro
☐ British Pound Sterling
☐ ______________

LOAN 2 (Post Conversion Loan):

$ .
Requested
Aggregate Amount
Conversion Facility Type of Loan Post-Conversion
of Loan
Date
_____________ ☐ Revolving Credit Loan ☐ Base Rate Option $ .
____, 201___ (in Dollars) ☐ Euro-Rate Option
☐ Optional Currency
Loan (If Euro-Rate Option is selected, select existing
Interest Period below)
(If Optional Currency Loan ☐ One month
is selected, select currency ☐ Two months
below) ☐ Three months
☐ Six months
☐ Euro
☐ British Pound
Sterling
☐ _____________
 PROPOSED BORROWING SCHEDULE
(Revolving Credit Loans)

Aggregate Proposed Borrowings on ______________, 20 ___: $ ______________________________

(as detailed below)

Requested
Aggregate Amount
Borrowing Facility Type of Loan
of Loan
Date
______________, ☐ Revolving Credit Loan ☐ Base Rate Option $ .2
201__ (in Dollars) ☐ Euro-Rate Option
☐ Optional Currency Loan
(If Euro-Rate Option is selected, select initial
(If Optional Currency Loan Interest Period below)
is selected, select currency
below) ☐ One month
☐ Two months
☐ Euro ☐ Three months
☐ British Pound Sterling ☐ Six months
☐ ________________

2
[The aggregate amount of the proposed Loans comprising each Borrowing Tranche shall be in the minimum amount of $________ (or
the Dollar Equivalent thereof).]
Proceeds of the foregoing Loans are to be wired to the Borrower’s account at

[PNC Bank, National Association

ABA___________________
Account Number__________________
Ferroglobe PLC]

Very truly yours,

FERROGLOBE PLC

By:
Name:
Title:

[Signature Page to Loan Request]

 EXHIBIT 2.5.2
[FORM OF]
FORM OF SWING LOAN REQUEST

__________________ ____, 20 ____

PNC Bank, National Association, as Administrative Agent
PNC Agency Services
PNC Firstside Center 4th Floor
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention: Dana Reimund, PNC Agency Services
Telecopy No. (412) 762-8672
Ladies and Gentlemen:

The undersigned, Ferroglobe PLC, a public limited company organized under the laws of England and Wales (the “Borrower”),
refers to the Credit Agreement dated as of February [ ], 2018 (as amended, restated, modified or supplemented from time to time, the
“Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Guarantors party thereto
as the “Guarantors”, the Lenders party thereto as the “Lenders”, PNC Bank, National Association, as the “Administrative Agent”, and
PNC Bank, National Association, as the “Swing Lender” and the “Issuing Lender”. The Borrower hereby gives you notice, irrevocably,
pursuant to Section 2.5.2 of the Credit Agreement, that the Borrower hereby requests a Swing Loan under the Credit Agreement, and in
connection therewith sets forth in the schedule attached hereto the information relating to each Swing Loan (collectively, the “Proposed
Action”) as required by Section 2.5.2 of the Credit Agreement.

The Borrower hereby specifies that the Proposed Action will consist of Loans as indicated in the schedule attached hereto.

The Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the date of the
Proposed Action, and will be true after giving effect to the Proposed Action:

(A) the representations and warranties of the Loan Parties are true and correct in all material respects, as though made at and as
of such time, unless expressly made as of a prior date (in which case such representations and warranties shall have been true and correct
in all material respects as of such prior date); provided that any representation and warranty that is qualified as to materiality, “Material
Adverse Change” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects as of such
respective dates;

(B) no Event of Default or Potential Default has occurred and is continuing;

(C) the making of the Proposed Action does not contravene any Law applicable to any Loan Party or Subsidiary of any Loan
Party or any of the Lenders; and
 [(D) the condition under Section 4.01(b)(i)(B) of the 2022 Indenture (or equivalent provision in any refinancing thereof) [is met
with respect to the Revolving Facility Usage][is no longer in effect].]1

1
To be included as applicable under Section 7.2(e) of the Credit Agreement.
 PROPOSED SWING LOAN SCHEDULE

SWING LOAN 1:

Aggregate Amount
Requested Borrowing Date Facility
of Loan

___________________, ☐ Swing Loan $ _________________. 2

20__

2
[Minimum draw is $___________.]
Proceeds of the foregoing Loans are to be wired to the Borrower’s account at

[PNC Bank, National Association

ABA_________________
Account Number_______________
Ferroglobe PLC]

Very truly yours,

FERROGLOBE PLC

By:
Name:
Title:
 EXHIBIT 3.1

[FORM OF]
NEW LENDER JOINDER

This NEW LENDER JOINDER (this “Agreement”) is made and entered into as of _____________, 201, by and among
__________________________________ (the “New Lender”); FERROGLOBE PLC, a public limited company organized under the
laws of England and Wales (the “Borrower”); and PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent, the Issuing
Lender and the Swing Lender (as these terms and other capitalized terms used herein and not otherwise defined herein are defined in the
Credit Agreement, defined below).

Recitals:
A. The Borrower, the Guarantors party thereto as the “Guarantors”, the Lenders party thereto as the “Lenders”, PNC Bank,
National Association, as the “Administrative Agent”, and PNC Bank, National Association, as the “Swing Lender” and the “Issuing
Lender”, are the parties to that certain Credit Agreement dated as of February [ ], 2018 (as amended, restated, supplemented, replaced
and otherwise modified from time to time, the “Credit Agreement”);
B. Pursuant to Section 3.1 of the Credit Agreement, the Borrower has requested (the “Subject Request”) that the Revolving
Credit Commitments be increased by $__________________________, such that, after giving effect to such increase, the aggregate
amount of the Revolving Credit Commitments will be $ _____________ ;
C. The New Lender has agreed to provide a Revolving Credit Commitment under the Subject Request in the amount and
on the terms and conditions set forth herein and to become a Lender under the Credit Agreement in connection therewith.

Agreements:

NOW, THEREFORE, in consideration of the foregoing Recitals and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Pursuant to Section 3.1 of the Credit Agreement, the Borrower hereby requests that the New Lender provide, and the
New Lender hereby provides, effective as of the effective date set forth on Annex A hereto (the “Increase Effective Date”), a Revolving
Credit Commitment under and pursuant to the Credit Agreement in the amount set forth on Annex A hereto. As of the Increase Effective
Date, the Revolving Credit Commitment and initial Ratable Share of the New Lender under and pursuant to the Credit Agreement will
be as set forth in Annex A hereto. Such Revolving Credit Commitment of the New Lender represents an increase in the aggregate
Revolving Credit Commitments under the Credit Agreement pursuant to the Subject Request and the terms of Section 3.1 of the Credit
Agreement.

2. The New Lender (a) represents and warrants that it has full power and authority, and has taken all action necessary, to
execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (b) confirms it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to
Section 8.3 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and
decision to enter into this Agreement, (c) confirms it has, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement, (d) if it is a UK Qualifying Lender, agrees to provide any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; (e) agrees that (i) it will, independently
and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed
by it as a Lender; [and] (f) confirms for the benefit of the Administrative Agent and without liability to any Loan Party that it is [a UK
Qualifying Lender (other than a Treaty Lender)][a UK Treaty Lender][not a UK Qualifying Lender]; [and (g) confirms that it holds a
passport under the HMRC DT Treaty Passport scheme (reference number [_____________ ]) and is tax resident in [___________], so
that interest payable to it by Borrower is generally subject to full exemption from UK withholding tax, and wishes that scheme to apply
to this Agreement].

3. The Borrower certifies that no Event of Default or Potential Default has occurred and is continuing.

4. The Borrower represents and warrants to the New Lender that (a) it has the full power and authority, and has taken all
corporate action necessary, to execute and deliver this Agreement and (b) it has satisfied (or on the Increase Effective Date will satisfy)
the conditions to the New Lender’s Revolving Credit Commitment required under Section 3.1 of the Credit Agreement.

5. The Borrower agrees that, as of the Increase Effective Date (after giving effect to this Agreement and, if applicable, the
concurrent effectiveness on the Increase Effective Date of other new Revolving Credit Commitments or increased Revolving Credit
Commitments under the Subject Request), (a) the aggregate amount of the Revolving Credit Commitments will be
$_______________________ and (b) the New Lender (i) will be a party to the Credit Agreement as a “Lender”, (ii) will be a “Lender”
for all purposes of the Credit Agreement and the other Loan Documents, and (iii) will have the rights and obligations of a Lender under
the Credit Agreement and the other Loan Documents.

6. Pursuant to clause (g) of Section 3.1 of the Credit Agreement, the Administrative Agent, the Issuing Lender and the
Swing Lender confirm and grant their approval of the New Lender to join in the Credit Agreement as a Lender thereunder.

7. The applicable address, telephone number and facsimile number of the New Lender for purposes of Section 11.5 of the
Credit Agreement are as set forth in the New Lender’s administrative questionnaire delivered by the New Lender to the Administrative
Agent on or before the date hereof or to such other address, telephone number and facsimile number as shall be designated by the New
Lender as provided in the Credit Agreement.

2
 8. This Agreement may be executed in any number of counterparts and by the various parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one
contract. Delivery of an executed counterpart of this Agreement by telecopier or other secure electronic format (.pdf) shall be effective as
delivery of a manually executed counterpart of this Agreement.

9. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New
York.

[No additional provisions are on this page; the page next following is the signature page.]

3
 IN WITNESS WHEREOF the parties hereto have hereunto set their hands as of the date first above written.

New Lender: Borrower:

FERROGLOBE PLC

By By
, its , its

Administrative Agent, Issuing Lender

and Swing Lender:

PNC BANK, NATIONAL ASSOCIATION, in its

respective capacities as the Administrative Agent,
the Issuing Lender and the Swing Lender

By
, its

4
 Annex A
to
Lender Joinder Agreement dated _____________, 201 _______

Date of the Subject Request: ___________, 201 _______

Name of the New Lender: _________________________
Increase Effective Date: _____________, 201 ____
Revolving Credit Commitment of the New Lender
as of the Increase Effective Date: $ _____________
Ratable Share of the New Lender as of the Increase Effective Date: ________%
 EXHIBIT 8.3.3
[FORM OF]
QUARTERLY COMPLIANCE CERTIFICATE
For the fiscal [quarter] [year] ended __________________ (the “Statement Date”).
THE UNDERSIGNED HEREBY CERTIFIES THAT:
(1) I am the duly elected [_____________________] 1 of Ferroglobe PLC, a public limited company organized under the
laws of England and Wales (the “Borrower”).
(2) I am familiar with the terms of that certain Credit Agreement dated as of February [ ], 2018 (as the same may from time to
time be amended, restated or otherwise modified, the “Credit Agreement ”, the terms defined therein and not otherwise defined in this
Compliance Certificate being used herein as therein defined), by and among, the Guarantors party thereto as the “Guarantors”, the
Lenders party thereto as the “Lenders”, PNC Bank, National Association, as the “Administrative Agent” (the “ Administrative Agent ”),
and PNC Bank, National Association, as the “Swing Lender” and the “Issuing Lender”, and the terms of the other Loan Documents, and I
have made, or have caused to be made, under my supervision, a review in reasonable detail of the transactions and condition of the
Borrower and its Subsidiaries during the accounting period covered by the financial statements attached hereto as Exhibit A.
(3) Based on the review described in paragraph (2) above [INDICATE SELECTION]:
[ ] no Event of Default or Potential Default (i) has occurred or existed during the accounting period covered by the financial
statements delivered in connection with this Compliance Certificate or (ii) exists as of the date of this Compliance
Certificate.
[ ] one or more Events of Default or Potential Default (i) has occurred or existed during the accounting period covered by
the financial statements delivered in connection with this Compliance Certificate or (ii) exists as of the date of this
Compliance Certificate. Attached to this Compliance Certificate is an addendum specifying each such Event of
Default or Potential Default, its nature, the best estimation after due inquiry of the Borrower of when it occurred,
whether it is continuing and the steps being taken by the Borrower or its Subsidiaries, if applicable, with respect to
such event.
(4) Set forth on Exhibit B are reasonably detailed calculations of the financial covenants set forth in Sections 8.2.16 and
8.2.17 of the Credit Agreement, which calculations are summarized below:

Financial Covenant Required Level Actual Level Compliance

Maximum Net Total [ ] to 1.00 2 [Yes/No]

1
[Must be executed by a Financial Officer of Borrower.]
2
See Section 8.2.16 of the Credit Agreement for the applicable Maximum Net Total Leverage Ratio.
 Leverage Ratio

Minimum Interest Coverage 2.25 to 1.00 [Yes/No]

Ratio

(5) The financial statements and calculations of financial covenant compliance attached hereto as Exhibit A and Exhibit B,
respectively, are accurate, complete and fairly present the matters stated therein and have been prepared (a) on a basis consistent with
such statements and calculations with respect to prior periods, (b) in accordance with IFRS and (c) in accordance with the terms of the
Credit Agreement.
(6) [Set forth on Exhibit C hereto is an updated perfection certificate (or, as appropriate, a certificate confirming the absence
of any change from the prior perfection certificate) for each Loan Party (in form and content consistent with the perfection certificates
delivered to the Administrative Agent on the Closing Date) as of a date not earlier than ten (10) Business Days prior to the date hereof.]
[signature page follows]

2
IN WITNESS WHEREOF, I have signed this Compliance Certificate the ___________day of_________________, 20 __.

FERROGLOBE PLC

By:
Name:
Title:

[Signature Page to Compliance Certificate]

 EXHIBIT A

[See attached [quarterly] [annual] financial statements]

 EXHIBIT B

I. Section 8.2.16 – Maximum Net Total Leverage Ratio

A) Adjusted Consolidated Indebtedness of the Borrower.

1. Consolidated Indebtedness of the Borrower and its Subsidiaries on the Statement Date (but excluding obligations of the type described
in clause (d) of the definition of Indebtedness, unless such obligations are due and payable on Statement Date).

$
PLUS

2. Securitization Amount.
$
MINUS

3. Free Cash. $

4. Line I.A.1 plus line I.A.2 minus line I.A.3. $

B) Consolidated EBITDA of the Borrower (for the four fiscal quarter period then ending on the Statement Date).

1. Consolidated Net Income of the Borrower for the four fiscal quarter period then ending on the Statement Date.

$
PLUS

2. To the extent deducted or not included in calculating such Consolidated Net income (and without duplication) for the four fiscal
quarter period then ending on the Statement Date:

a. Consolidated Interest Expense. $

b. Amortization expense. $

c. Depreciation expense. $

d. Income and franchise tax expense, including other similar taxes measured on income or revenues.
$

e. Non-cash employee or director compensation expense in the form of Equity Interests of the Borrower.
$

Exhibit B-1
 f. Fees and out-of-pocket expenses incurred in connection with any proposed or actual issuance of any Equity Interests or
Indebtedness or any proposed or actual acquisitions, Investments, and Asset Sales permitted under the Loan Documents.

g. Proceeds of business interruption insurance to the extent not included in Consolidated Net Income.

h. Customary and reasonable fees, commissions and other out-of-pocket expenses in connection with the preparation and
negotiation of the Loan Documents and the consummation of the transactions contemplated thereby and in connection with
any other Indebtedness permitted under the Credit Agreement.

i. Commissions, discounts, yield and other fees and expenses (including interest expense) related to any Permitted
Securitization Arrangements.

j. Any other non-cash charges (excluding the amortization of a prepaid cash item that was paid in a prior period or any write-
down or write off of, or reserve for, inventory for such period), provided that if any non-cash charge represents an accrual of a
reserve for cash charges in any future period, the cash payment in respect thereof in such future period shall be subtracted
from Consolidated EBITDA in the period so made.

$
MINUS

3. Aggregate amount of all non-cash gains increasing Consolidated Net Income (other than the accrual of revenue or recording of
receivables in the ordinary course of business) for such period ending on the Statement Date.

4. Line I.B.1 plus the sum of Lines I.B.2.a through I.B.2.j minus Line I.B.3.

5. Net Leverage Ratio (Line I.A.4 divided by Line I.B.4):__________ to 1.00.

Maximum Permitted: [_____]3

3
See Section 8.2.16 of the Credit Agreement for the applicable Maximum Net Total Leverage Ratio.

Exhibit B-2
II. Section 8.2.17 – Minimum Interest Coverage Ratio

A) Consolidated EBITDA of the Borrower (for the four fiscal quarter period then ending on the Statement Date).

1. See Line I.B.4.

$

B) Consolidated Cash Interest Expense of the Borrower (for the four fiscal quarter period then ending on the Statement Date).

1. Consolidated Interest Expense of the Borrower for the four fiscal quarter period then ending on the Statement Date.
$
MINUS

2. Interest on any Indebtedness paid by the increase in the principal amount of such Indebtedness including by issuance of additional
Indebtedness of such kind or the accretion or capitalization of interest as principal for the four fiscal quarter period then ending on the
Statement Date.
$

3. Amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by the Borrower or any of
its Subsidiaries for the four fiscal quarter period then ending on the Statement Date.
$

4. Line II.B.1 minus the sum of Lines II.B.2 and II.B.3.

$

5. Interest Coverage Ratio (Line II.A.1 divided by Line II.B.4): to 1.00

Minimum Required: 2.25 to 1.00

 EXHIBIT C

[See attached Perfection Certificates]

 Exhibit 12.1

CERTIFICATION

I, Pedro Larrea Paguaga, certify that:

1. I have reviewed this annual report on Form 20-F of Ferroglobe PLC;

2 . Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3 . Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods
presented in this report;

4 . The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in U.S. Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in U.S. Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the company’s internal control over financial reporting; and

5 . The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the company’s ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the company’s internal control over financial reporting.

Date: April 30, 2018

By: /s/ Pedro Larrea Paguaga

Chief Executive Officer (Principal Executive Officer)
 Exhibit 12.2

CERTIFICATION

I, Joseph Ragan, certify that:

1. I have reviewed this annual report on Form 20-F of Ferroglobe PLC;

2 . Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3 . Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods
presented in this report;

4 . The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in U.S. Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in U.S. Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the company’s internal control over financial reporting; and

5 . The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the company’s ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the company’s internal control over financial reporting.

Date: April 30, 2018

By: /s/ Joseph Ragan

Chief Financial Officer and Principal Accounting
Officer (Principal Financial Officer)
 Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Ferroglobe PLC (the “Company”) on Form 20-F for the period ended December 31,
2017, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned
hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the U.S. Securities Exchange
Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

Date: April 30, 2018

By: /s/ Pedro Larrea Paguaga

Chief Executive Officer (Principal Executive Officer)

By: /s/ Joseph Ragan

Chief Financial Officer and Principal Accounting
Officer (Principal Financial Officer)

This certification is being furnished to the U.S. Securities and Exchange Commission with this Report pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the
Company for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, or otherwise subject to the liability of that
section.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to
Ferroglobe and will be retained by Ferroglobe and furnished to the U.S. Securities and Exchange Commission or its staff
upon request.
 Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-208911 on Form S-8 of our reports dated
April 30, 2018 relating to the consolidated financial statements of Ferroglobe PLC and the effectiveness of Ferroglobe PLC’s
internal control over financial reporting (which report expresses an adverse opinion on the effectiveness of the Company’s
internal control over financial reporting because of material weaknesses), appearing in this Annual Report on Form 20-F of
Ferroglobe PLC for the year ended December 31, 2017.

/s/ Deloitte, S.L.

Madrid, Spain
April 30, 2018
 Exhibit 16.1

Mine Safety and Health Administration Safety Data

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted. Section 1503 of the Act contains
new reporting requirements regarding coal or other mine safety.
We are committed to providing a safe workplace for all of our employees. We continue to engage proactively with federal and state agencies in
support of measures which can legitimately improve the safety and well-being of our employees.

The operation of our mines located in the United States is subject to regulation by the Federal Mine Safety and Health Administration (MSHA)
under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our mines on a regular basis and issues various
citations and orders when it believes a violation has occurred under the Mine Act. We present information below regarding certain mining
safety and health violations, orders and citations issued by MSHA, as well as related assessments and legal actions with respect to our mining
operations. In evaluating this information, consideration should be given to factors such as the following: (i) the number of violations,
citations and orders will vary depending on the size of the mine, (ii) the number of citations and orders issued will vary from inspector to
inspector and mine to mine, and (iii) violations, citations and orders can be contested and appealed, and in that process, may be reduced in
severity and amount, and are sometimes dismissed.
The table below includes references to specific sections of the Mine Act. We are providing the information in the table by mining complex
because that is how we manage and operate our business. The information in the table reflects violations, citations and orders issued to us by
MSHA and related assessments and legal actions during the year ended December 31, 2016, as reflected in our records. Due to timing and other
factors, the data in our system may not agree with the data maintained by MSHA.

For each mine, of which we or one of our Subsidiaries is an operator (number of occurrences, except for proposed assessment U.S. Dollar values).
(A)
Received
Received Notice of
Notice of Potential to
Total Dollar Total Pattern of Have Legal Legal Legal
Section Value of Number of Violations Pattern Actions Actions Actions
Section 104 Section 104(d) Section MSHA Mining Under Under Pending as of Initiated Resolved
S&S 104(b) Citations 110(b)(2) Section Assessments Related Section Section Last Day of During the During
Citations Orders and Orders Violations 107(a) Proposed Fatalities 104(e) 104(e) Period Period Period
Mine of Operating Name/MSHA Identification Number (#) (#) (#) (#) Orders (#) ($) (#) (yes/no) (yes/no) (#) (#) (#)
Alden Resources - Maple Creek - 1519614 - - - - - 116 - No No - 1.00 1.00
Alden Resources Mulberry - 1519687 - - - - - - - No No - - -
Alden Resources - Mine #6 Engle Hollow- 1519486 - - - - - 116 - No No - 1.00 1.00
Alden Resources - Westbourne Lane - 4003337 - - - - - - - No No - - -
Alden Resources - Mine #3 Bain Branch- 1517691 9 - - - - 9,086 - No No 1.00 57.00 63.00
Alden Resources - Gatliff Plant - 1509938 2 - - - - 3,062 - No No - 24.00 24.00
Alden Resources - Catron Branch - 1519245 - - - - - - - No No - - -
Alden Resources - Logan Hollow/Elliott Branch-
1519387 - - - - - - - No No - - 1.00
Alden Resources - Colonel Hollow - 1519508 3 - 1 - - 20,230 - No No 3.00 4.00 1.00
Alden Resources - Lick Fork - 1519596 - - - - - - - No No - - -
ARL Resources - Emlyn Tipple - 1508019 - - - - - - - No No - - -
Alabama Sand and Gravel: 01-03461 Miller Pit 2 - - - - 1,104 - No No - 6.00 6.00
Alabama Sand and Gravel: 01-03316 Mims Pit 2 - - - - 464 - No No - 4.00 6.00
Alabama Sand and Gravel: 01-03479
Rail/Washer Pit - - - - - 232 - No No - 2.00 2.00
Alabama Sand and Gravel: 01-03517
Meadows Pit - - - - - - - No No - - -

(A) The pending legal actions are all contests of citations and orders, which typically are filed prior to an operator’s receipt of a proposed
penalty assessment from MSHA or relate to orders for which penalties are not assessed (such as imminent danger orders under Section
107 of the Mine Act). This category includes:
· contests of citations or orders issued under section 104 of the Mine Act,
· contests of imminent danger withdrawal orders under section 107 of the Mine Act, and
· emergency response plan dispute proceedings (as required under the Mine Improvement and New Emergency Response Act of
2006, Pub. L. No. 109-236, 120 Stat. 493).