2. TREASURY STOCK ACQUISITIONS

On 20 May 2003 the acquisition of 264,333 of its own shares was announced.

6. CHANGES IN ADMINISTRATORS OR IN THE BOARD OF DIRECTORS

On 13 January 2003, Mr. Enrique Goñi Beltrán de Garizurieta, was appointed Director of the Company Azkoyen, S.A., as replacement for Mr. Francisco Elizalde Goldáraz who had previously resigned. (Announced on 13 January 2003).
During the Meeting of the Board of Directors of Azkoyen, S.A., held on 2 June 2003, the then Chairman Mr. José María Careaga Meabeanzorena and Director Mr. Enrique Goñi Beltrán de Garizurieta voluntarily resigned. The outgoing Chairman explained his resignation mentioning that he had served a very long term as a Board Member, during a period when deep changes had been brought about in Azkoyen S.A., which experienced extraordinary growth. He also mentioned that the challenges facing the Company in the near future require a new, decisive drive and a new team at the helm. The voluntary resignation of Mr. Enrique Goñi, who began serving on the Board of Azkoyen, S.A. when the number of the Company’s shares held by the Caja Navarra Corporate Group increased, was explained by this Board Member in that he considered that the reforms introduced at the time in the Company’s management structure and its strategic redesign were now in place and it was time to bring Mr. Juan Odériz San Martín, General Manager of the Corporate Group, onto the Board. During the same Board Meeting, Mr. Javier Garde Garde, who until now held the post of Secretary, was appointed Board Member and Vice-chairman, who will take on the duties of Board Chairman until this post is filled. The appointments of Mr. Javier Garde and Mr. Juan Odériz come in the midst of a strategic and organisational redesign of the Company and they will be working closely with the new management team in the completion of the Strategic Plan 2003-2006. The Plan’s action lines will be explained at the General Meeting of Shareholders to be held this month. (Announced on 2 June 2003).
On 17 June we corrected the error detected in our announcement of 2 June 2003, regarding the appointment of Board Members. During the Meeting of the Board of Directors of Azkoyen S.A. held on 2 June 2003, the co-opted Board members were Mr. Javier Garde Garde and the Company GRUPO CORPORATIVO EMPRESARIAL CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA, S.A.U. with VAT number A/31691538 and business address in Pamplona, calle Arrieta nº 10, 1ª planta, a Spanish entity. Mr. Juan Odériz San Martín is the person appointed to represent GRUPO CORPORATIVO EMPRESARIAL CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA to act as Board Member of the Company Azkoyen, S.A.
At the meeting of the Board of Directors of Azkoyen, S.A. held on 30 October 2003 it was agreed to appoint Conirmu, S.L. and as its representative Mr. Juan Felix Iriondo Altuna, acting as its Chairman. It was also agreed to appoint Grupo Corporativo Empresarial de la Caja de Ahorros y Monte de Piedad de Navarra, S.A. and as its representative Mr. Juan Odériz San Martín, acting as Vice-chairman of the Board. Mr. Francisco Javier Garde Garde, until now Vice-chairman acting as Chairman, shall continue holding a position as Board Member.
(Announced on 30 October 2003).

14. OTHER SIGNIFICANT EVENTS

The Board of Directors of Azkoyen, S.A., held a meeting last 4 May, in which it agreed to appoint an Executive Committee consisting of three Board Members. The first efforts of this Executive Committee will be aimed at guiding and concluding the strategic and organisational redesign which the Group began early this year. (Announced on 22 May 2003).

At the meeting of the Executive Committee of Azkoyen, S.A. held on 21 May, it was agreed to appoint Mr. Rafael Mir Andreu as new General Director of Grupo Azkoyen, S.A. An industrial engineer who graduated from the Universidad Politécnica de Barcelona, Rafael Mir has extensive experience in business management and has worked as a senior manager in companies such as General Motors España, Tabacalera and the Koxka Group. He joined Azkoyen on 21 May 2003. (Announced on 22 May 2003).
On 27 June, the decisions of the General Meeting of Shareholders of Azkoyen S.A. held on 26 June 2003 were announced.
- The Board of Directors of Azkoyen, S.A. which met on 25 June 2003, approved an amendment to the Regulations of the Board of Directors, the main reason for such amendment being its adaptation to Law 44/2002, of 22 November 2002, on the Reform Measures for the Financial System, as well as the principles set out in the Report on the Fostering of Transparency and Security in Markets and Listed Companies, made public last 8 January by the Special Commission of Experts created by the Government in July 2002, known as the Aldama Commission. The new Regulations will come into effect on 30 July 2003, although the Regulations will be affected by the reform of the Articles of Association to be proposed at the next General Meeting of Shareholders.
The Board of Directors also approved the Code of Conduct in Stock Markets, which shall come into effect on 30 July 2003, in order to facilitate its circulation before it comes into effect. The new version of the Regulations of the Board of Directors and the full text of the Code of Conduct in Stock Markets were attached to the announcement of this Significant Event. (Announced on 27 June 2003).

- The Board of Directors of Azkoyen, S.A., which met on 25 June 2003, approved an amendment to the Regulations of the Board of Directors in effect at that time, the main reason for such amendment being its adaptation to Law 44/2002, of 22 November 2002, on the Reform Measures for the Financial System, as well as the principles set out in the Report on the Fostering of Transparency and Security in Markets and Listed Companies, made public last 8 January by the Special Commission of Experts created by the Government in July 2002, known as the Aldama Commission. The abovementioned Regulations came into effect on 30 July 2003.
The abovementioned Regulations were notarised in a public deed executed on 11 September 2003 before the Notary Public of Pamplona Mr. José Miguel Peñas Martín, with number 2.933 in his files, and registered in the Company Register of Navarre Journal 2003, Entry 4857.
The approval of these Regulations was notified to the C.N.M.V. on 27 June 2003, as a significant event with registration number 2003/067647 and the full text was submitted.
Article 11 of the abovementioned Regulations of the Board of Directors is the article which refers to the Audits Committee which reads as follows:
Article 11. On Committees. The Audits Committee.
1. The Board of Directors in accordance with legal provisions, and exercising its power of self-organisation, shall regulate its own functions and those of its Committees, approving to this effect Regulations to be binding for the Board Members, with respect to their duties in the Board and in its Committees. Without prejudice to the existence, as the case may be, of the Executive Committee and of one or more Executive Officers, the Regulations shall provide for the creation, running and powers of those Committees as may be required in law and any such others as it may consider appropriate to better carry out its duties. The scope of the functions of the Committees or Commissions of the Board shall only affect the internal running of the Board itself, the Board and its delegated bodies having sole authority to represent the company.

2. Without prejudice to the provisions set out in the previous clause, an Audits Committee will necessarily be created within the Board of Directors, which shall consist of no less than three and no more than five members appointed by the Board of Directors. The majority of the members of the said Committee shall be non-executive Board Members. The Chairman of the Audits Committee shall be appointed from among its non-executive members by the Board of Directors and shall be replaced every four years, and may be reappointed after one year has elapsed since his replacement. In case of absence or temporary unavailability of the Chairman, he will be substituted by such member of the Committee as may have been provisionally appointed by the Board of Directors, and failing that, by the oldest non-executive member of the Committee. The Audits Committee shall meet whenever a meeting is called by its Chairman, at the request of at least two of its members or at the request of the Board of Directors. Committee meetings shall take place at the Company's business address or at any other place which the Chairman may determine and notify when the meeting is called, and shall be deemed validly constituted when the majority of its members are present or represented. All decisions shall be made through affirmative vote of the majority of the members attending the meeting. In case of a tied vote, the Chairman, or whoever is substituting for him, shall have the casting vote. The secretary of the Committee shall be appointed by the Board of Directors and minutes shall be recorded of any decisions made, which shall be reported to the Board.
The Audits Committee shall in any case hold the following responsibilities:
a) To report to General Meetings of Shareholders on any matter raised by the shareholders which are the responsibility of the Committee.
b) To propose to the Board of Directors, for its submission to the General Meeting of Shareholders, the appointment of the Accounts Auditor referred to in article 204 of the Law of Stockholder Corporations, as well as, as the case may be, the conditions of his contract, the scope of his duties and the withdrawal or renewal of his appointment.
c) To supervise, as the case may be, internal audit services.
d) To understand the financial reporting process and the internal control systems of the Company.
e) To maintain contact with the Accounts Auditor to receive information on those questions which may threaten his independence, and any others related to the progress of accounts audits, as well as to receive information and to maintain with the Accounts Auditor all such communication provided for in laws on accounts audits and technical audit regulations.
These functions shall be understood without prejudice to such other functions as may be determined by the Board of Directors.

B) The General Meeting of Shareholders of Azkoyen S.A. held at the Company's business address on second call on 26 June 2003, agreed upon the following decisions, among others:

FOUR:. To modify the following articles of the Articles of Association:

“ Article 20º. Audits Committee Regulations of the Board.

A) The Board of Directors in accordance with legal provisions, and exercising its power of self-organisation, shall regulate its own functions and those of its Committees, approving to this effect Regulations to be binding for the Board Members, with respect to their duties in the Board and in its Committees. Without prejudice to the existence, as the case may be, of the Executive Committee and, of one or more Executive Officers, the Regulations shall provide for the creation, running and powers of those Committees as may be required in law and any such others as it may consider appropriate to better carry out its duties. The scope of the functions of the Committees or Commissions of the Board shall only affect the internal running of the Board itself, the Board and its delegated bodies having sole authority to represent the company.
B) Without prejudice to the provisions set out in the previous clause, an Audits Committee will necessarily be created within the Board of Directors, which shall consist of no less than three and no more than five members appointed by the Board of Directors. The majority of the members of the said Committee shall be non-executive Board Members.
The Chairman of the Audits Committee shall be appointed from among its non-executive members by the Board of Directors and shall be replaced every four years, and may be reappointed after one year has elapsed since his replacement. In case of absence or temporary unavailability of the Chairman, he will be substituted by such member of the Committee as may have been provisionally appointed by the Board of Directors, and failing that, the most senior (in age) member of the Committee.
The Audits Committee shall meet whenever a meeting is called by its Chairman, at the request of at least two of its members or at the request of the Board of Directors. Committee meetings shall take place at the Company's business address or at any other place which the Chairman may determine and notify when the meeting is called, and shall be deemed validly constituted when the majority of its members are present or represented. All decisions shall be made through affirmative vote of the majority of the members attending the meeting. In case of a tied vote, the Chairman, or whoever is substituting for him, shall have the casting vote. The secretary of the Committee shall be appointed by the Board of Directors and minutes shall be recorded of any decisions made, which shall be reported to the Board.
The Audits Committee shall in any case hold the following responsibilities:
· To report to General Meetings of Shareholders on any matter raised by the shareholders which are the responsibility of the Committee.
· To propose to the Board of Directors, for its submission to the General Meeting of Shareholders, the appointment of the Accounts Auditor referred to in article 204 of the Law of Stockholder Corporations, as well as, as the case may be, the conditions of his contract, the scope of his duties and the withdrawal or renewal of his appointment.
· To supervise, as the case may be, internal audit services.
· To understand the financial reporting process and the internal control systems of the Company.
· To maintain contact with the Accounts Auditor to receive information on those questions which may threaten his independence, and any others related to the progress of accounts audits, as well as to receive information and to maintain with the Accounts Auditor all such communication provided for in laws on accounts audits and technical audit regulations.
These functions shall be understood without prejudice to such other functions as may be determined by the Board of Directors.
The Company “AZKOYEN, S.A.” notified the approval of the amendment of its Articles of Association on 27 June 2003, including the full text of such amendments.
The amendment of the Articles of Association approved by the General Meeting of Shareholders of the Company was registered as a public deed on 2 September 2003 before the Notary Public of Pamplona Mr. José Miguel Peñas San Martín, with number 2.816 in his files, and registered in the Company Register of Navarre on 30 September 2003.

C) The Board of Directors held on 4 August 2003 agreed upon the following decisions, among others:
In compliance with the provisions set out in article 11 of the new Regulations of the Board of Directors, it was unanimously decided to create a Audits Committee which shall be governed and have the functions as set out in the Articles of Association and in the abovementioned Regulations and which shall consist of the following members:

Chairman:
Mr. Ricardo Armendáriz Loizu independent board member.
Members at large:
GRUPO CORPORATIVO EMPRESARIAL DE LA CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA S.A., with VAT Number A/31/691.538 and with business address at Pamplona, Calle Arrieta, número 10, 1ª planta, a Spanish entity, a proprietary board member, which shall be represented by Mr. Juan Odériz San Martín.

CONIRMU S.L. with VAT Number B31703416 and with business address at C/ Francisco Bergamín nº 15 1, 31003 Pamplona (Navarre), a proprietary board member, which shall be represented by Mr. Juan Félix Iriondo Altuna whose personal circumstances are those recorded in the Company Register of Navarre.

Secretary not a board member:
Mr. Jesús Marcos Calahorra Muñoz.

All appointees present at the meeting accepted their appointments and represented that they were not affected by any inability or incompatibility regarding the exercise of their duties thereunder.
(Notice of 27 October 2003)