Annual Corporate Governance Report 2025 (Satellite?blobcol=urldata&blobkey=id&blobtable=MungoBlobs&blobwhere=1576873452094&ssbinary=true)

1. List the direct and indirect holders of significant stakes at the end of the fiscal year, including the directors who have a significant stake:

   % of total voting rights

   % of voting rights

   attributed to the shares % of voting rights through

   financial instruments

   (including loyalty votes)

   Shareholder's name or company name

   Direct	Indirect	Direct	Indirect
   ENAIRE 51.00	0.00	0.00	0.00	51.00
   HOHN, CHRISTOPHER 0.00	2.841	0.00	3.416	6.257
   BLACKROCK, INC. 0.00	4.183	0.00	0.10	4.193

   ANTHONY

   Notes

   Details of the indirect stake:

   Name or company

   name of the

   i r

   ndirect holde

   Name or company name of the direct holder

   % of voting rights attributed to the shares

   (including loyalty votes)

   % of voting rights through financial instruments

   % of total voting rights

   HOHN, CHRISTOPHER ANTHONY

   TCI LUXEMBOURG, S.Á.R.L.,

   2.071 0 2.071

   HOHN, CHRISTOPHER ANTHONY

   HOHN, CHRISTOPHER

   CIFF CAPITAL UK LP 0.769 0 0.769

   THE CHILDREN'S

   ANTHONY

   INVESTMENT MASTER FUND

   0 3.416 3.416

   BLACKROCK, INC.

   VARIOUS ENTITIES MANAGED BY BLACKROCK

   4.183 0.010 4.193

   Notes

   Indicate the most significant movements in the shareholding structure during the fiscal year:

   Most significant movements

   THE GOLDMAN SACHS GROUP, INC. 14 April 2025 Increase of its shareholding above 3%. THE GOLDMAN SACHS GROUP, INC. 25 April 2025 Decrease of its shareholding below 3%.

2. Detail, by whatever percentage, the stake at year-end of the members of the board of directors who hold voting rights attributed to shares in the company or through financial instruments, excluding the directors identified in section A.2 above:

   	Direct	Indirect	Direct	Indirect
   FRANCISCO JAVIER MARÍN	0.0002	0	0	0	0
   SAN ANDRÉS
   Total	0.0002	0	0	0	0

   % of total voting rights owned by members of the Board of Directors

   0

   Notes

   % of total voting rights

   % of voting rights through financial instruments

   % of voting rights attributed to shares (including loyalty votes)

   Name or company name of the director

   The Director Mr Francisco Javier Marín San Andrés holds 3,400 Aena shares, which represents an irrelevant percentage of voting shares.

   There are no Directors holding an indirect stake in the Company's share capital.

   Detail the total percentage of voting rights represented on the board:

   % of total voting rights represented on the Board of Directors 51

   Notes

   51% corresponds to the majority shareholder ENAIRE, which is represented on the Board of Directors but does not directly hold the status of Director.

3. Indicate, if applicable, any family, commercial, contractual or corporate relationships between significant shareholders, insofar as they are known to the company, unless they are of little relevance or derive from the ordinary course of business, except for those reported in section A.6:

   Related name or company name

   Relationship type

   Brief description

   CHRISTOPHER ANTHONY HOHN and THE CHILDREN´S INVESTMENT MASTER FUND

   CORPORATE

   THE CHILDREN'S INVESTMENT MASTER FUND is managed by

   TCI ADVISORY SERVICES LLP under investment contracts.

   TCI ADVISORY SERVICES LLP is controlled by Christopher A. Hohn.

4. Indicate, if applicable, any relationships of a commercial, contractual or corporate nature that exist between significant shareholders and the company and/or its group, unless they are of little relevance or derive from the ordinary course of business:

   Related name or company name

   Relationship type

   Brief description

   AENA, S.M.E., S.A. and ENAIRE E.P.E.

   CORPORATE AND CONTRACTUAL

   ENAIRE owns 51% of AENA's shares. It also has a contractual relationship as the holder of contracts arising from the ordinary business of the Company.

5. Describe the relationships, unless of little relevance to both parties, that exist between significant shareholders or shareholders represented on the board and the directors, or their proxies in the case of directors that are legal entities.

   Name or company name of the related director or representative

   Explain, if applicable, how the significant shareholders are represented. Specifically, those directors who have been appointed on behalf of significant shareholders, those whose appointment has been promoted by significant shareholders, or who are related to significant shareholders and/or entities of their group, shall be indicated, specifying the nature of these relationships. In particular, mention shall be made, where appropriate, of the existence, identity and position of members of the board, or representatives of directors, of the listed company, who are themselves members of the board of directors, or their representatives, in companies that hold significant shareholdings in the listed company or in entities of the group of these significant shareholders.

   Name or company name of the related significant shareholder

   Company name of the significant shareholder's group company

   Description of relationship/position

   MAURICI LUCENA BETRIU ENAIRE ENAIRE Executive Director, Chairman and Chief

   Executive Officer of Aena

   BEATRIZ ALCOCER PINILLA ENAIRE ENAIRE Adviser to the Cabinet of the Minister of

   Transport and Sustainable Mobility

   ROBERTO ANGULO ENAIRE ENAIRE REVILLA

   Advisor to the Office of the Secretary of State for Transport and Sustainable Mobility.

   ESCRIBANO

   MARIA CARMEN CORRAL ENAIRE ENAIRE

   Deputy Director General of Planning, Trans-European Networks and Logistics at the Ministry of Transport and Sustainable Mobility

   MANUEL DELACAMPAGNE ENAIRE ENAIRE CRESPO

   ALICIA DE LOS REMEDIOS ENAIRE ENAIRE DE HARO ACOSTA

   Deputy Director of Sectoral Analysis at the Ministry of Economy, Commerce and Business

   Assistant Director of the Office of the Ministry at the Ministry of Industry and Tourism

   SAN ANDRÉS

   FRANCISCO JAVIER MARÍN ENAIRE ENAIRE Executive Deputy Chairman of Aena

   AINHOA MORONDO ENAIRE ENAIRE QUINTANO

   Head of the Office of the Secretary of State for Transport and Sustainable Mobility

6. Indicate whether the company has been notified of any shareholders' agreements affecting it in accordance with the provisions of Articles 530 and 531 of the Corporate Enterprises Act. If applicable, briefly describe them and list the shareholders bound by the agreement:

   Yes ☐ No ☒

   Indicate whether the company is aware of the existence of concerted practices between its shareholders. If applicable, briefly describe them:

   Yes ☐ No ☒

7. Indicate whether there is any natural person or legal entity that exercises or may exercise control over the company in accordance with Article 5 of the Securities Market Act. If applicable, identify it:

   Yes ☒ No ☐

   Name or company name

   ENAIRE

8. Complete the following boxes on the company's treasury stock:

   At the close of the fiscal year:

   Number of direct shares

Number of indirect shares

total % of share capital

Position in the company's

organisational

Profile

Name or company name of the director

Profile

Name or company name of the director

Date of the change

1. Complete the following table with information on the number of female directors at the end of the last 4 fiscal years, as well as the category of these directors:

   % of total board members in each category

   Number of female directors

   	Fiscal year	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal
   	2025	year 2024	year 2023	year 2022	year 2025	year 2024	year 2023	year 2022
   Executive	0	0	0	0	0	0	0	0
   Nominee	4	4	4	3	66.67	66.67	80	50
   Independent	2	3	3	3	28.57	42.86	42.86	42.86
   Other External	0	0	0	0	0	0	0	0
   Total:	6	7	7	6	40	46.67	50	40

2. Indicate whether the company has diversity policies in relation to the company's board of directors with regard to issues such as age, gender, disability, or professional training and experience. Small and medium-sized entities, in accordance with the definition contained in the Accounts Auditing Act, will have to report, as a minimum, on the policy they have in place in relation to gender diversity.

   Yes ☒ No ☐ Partial policies ☐

   If yes, please describe these diversity policies, their objectives, the measures and how they have been applied, and their results in the fiscal year. The specific measures taken by the board of directors and the appointments and remuneration committee to achieve a balanced and diverse presence of directors should also be indicated.

   If the company does not apply a diversity policy, explain the reasons why it does not do so.

   Description of the policies, objectives, measures and manner in which they have been applied, as well as the results obtained:

   The Policy for the Selection of Members of the Board of Directors approved in February 2016 and last amended in December 2024 states that: (i) the selection process shall avoid any implicit bias that may imply discrimination; and (ii) the Board of Directors shall have a composition that ensures the presence of at least forty percent (40%) of persons from the under-represented sex.

   The aforementioned Policy promotes the diversity of knowledge, abilities, experiences, age and gender on the Board of Directors. In this board member selection process, any type of implicit bias that may imply discrimination on the grounds of race, nationality, social origin, gender, age, marital status, sexual orientation, religion, political ideology, disability or any other personal, physical or social condition shall be avoided. In any case, the Company shall ensure that the representation of the under-represented sex on the Board of Directors shall be at least forty percent (40%), and it shall be made clear that the selection shall seek to achieve an adequate balance on the Board of Directors as a whole, which enriches decision-making and contributes plural points of view to the debate on matters within its competence.

   In this regard, in 2025, due to vacancies on the Board of Directors caused by the expiry of the term of office of an Independent Director and the resignation of one male and one female Nominee Director, an Independent Director, a male Nominee Director and a female Nominee Director were appointed, thus maintaining the percentage of representation of the under-represented sex on the Board of Directors at forty percent (40%). In compliance with the Policy for the Selection of Members of the Board of Directors, for these new appointments, the competency matrix prepared for this purpose was re-analysed to evaluate the suitability, competence, experience, training, merit and commitment requirements in light of the Board's diversity objectives, specifically concerning academic background and professional experience, and taking into account that these appointments achieved the objective recommended by the CNMV in the Good Governance Code for Listed Companies.

   This also complies with the minimum threshold set by Directive (EU) 2022/2381 of the European Parliament and of the Board of Directors, of 23 November 2022, on a better gender balance among directors of listed companies and related measures, transposed by Organic Act 2/2024, of 1 August, on equal representation and balanced presence of women and men by amending, among others, Article 529 bis of the Corporate Enterprises Act, establishing that the presence of persons of the under-represented sex on the boards of directors of listed companies must be at least forty percent (40%) (although it should be borne in mind that this amendment is not yet applicable, pursuant to the regime established in the First Transitional Provision of the aforementioned Organic Act 2/2024).

   
   
   

   Training has also been taken into account when assessing diversity on the Board and, therefore, during 2025 training sessions have been held for the members of the Board of Directors, separately from the Board meetings, on different days and with external advisors and Company Executives, incorporating the points of interest that arise on the Board.

3. Explain the measures that, if any, the appointments committee has agreed to so that the selection procedures do not suffer from implicit biases that hinder the selection of female directors, and that the company deliberately seeks and includes, among the potential candidates, women who meet the professional profile sought and who enable a balanced presence of women and men to be achieved. Also indicate whether these measures include encouraging the company to have a significant number of female senior managers:

   Explanation of measures:

   Section 7.(b) of Article 24 of the Board of Directors' Regulations establishes, among the powers of the Appointments, Remuneration and Corporate Governance Committee, that of establishing a representation objective for the least represented gender on the Board of Directors, preparing guidelines on how to achieve that objective and informing the Board of any gender diversity issues.

   Likewise, as already explained in section C.1.5 above, Aena's Policy for the Selection of Members of the Board of Directors promotes the diversity of knowledge, skills, experience, age and gender on the Board of Directors, and states that in the candidate selection processes, any type of implicit bias that may imply discrimination on the grounds of race, nationality, social origin, gender, age, marital status, sexual orientation, religion, political ideology, disability or any other personal condition shall be avoided in all cases.In any case, the representation of the under-represented sex on the Board of Directors shall be at least forty per cent (40%), ensuring that the selection of members achieves an adequate balance on the Board of Directors as a whole, which enriches decision-making and contributes plural points of view to the debate on matters within their competence and which favours diversity of knowledge, experience and gender on the Board of Directors.

   For this purpose, as established by the Policy for the Selection of Members of the Board of Directors, Aena relies on the collaboration of external advisors for the selection processes of its Independent Directors, who present three profiles for each vacancy to the Appointments, Remuneration and Corporate Governance Committee, having included the profiles of female Directors among the potential candidates, after which the aforementioned Committee prepares the proposals, in the case of Independent Directors, and the report, in the case of Nominee Directors, proposing the best candidate from the shortlist in each case.

   On the other hand, it is standard practice at the Company to include at least one woman in the final shortlist for the selection of Senior Executives, with the number of women on the Executive Management Committee currently standing at 60%

4. Explain the findings of the appointments committee on the verification of compliance with the policy aimed at favouring an appropriate composition of the board of directors.

   In its annual report on verifying compliance with the Policy for the Selection of Members of the Board of Directors, Aena's Appointments, Remuneration and Corporate Governance Committee reported favourably on compliance during 2025 with said policy, approved by the Board of Directors on 23 February 2016 and last amended on 17 December 2024, insofar as there has been compliance with the criteria for selecting members of the Board of Directors by incorporating profiles with knowledge and experience in the public sector and especially in transport infrastructures, with knowledge of sustainability issues and experience in the international and tourism sector, in accordance with the needs of the Company, and also in that the objective of ensuring that 40% of board members are women, as established in the aforementioned policy, with 40% of board members being female as of 31 December 2025.

5. Explain, if applicable, the reasons why nominee directors have been appointed at the request of shareholders whose shareholding is less than 3% of the share capital:

   Justification

   Shareholder's name or company name

   No data

   
   
   

   Indicate whether no formal requests for presence on the board have been met from shareholders whose shareholding is equal to or greater than that of others at whose request nominee directors have been appointed. If applicable, please explain the reasons why they were not addressed:

   Yes ☐ No ☒

6. Indicate the powers and authorities, if any, delegated by the board of directors, including those relating to the possibility of issuing or repurchasing shares, to directors or board committees:

   Name or company name of the director or committee

   Brief description

   Executive Committee

   Article 42 of Aena's Corporate Bylaws establishes that the Board of Directors shall set up a permanent Executive Committee with all the powers inherent to the Board of Directors except those that are considered non-delegable by law, applicable corporate governance regulations, the Corporate Bylaws or the Board of Directors' Regulations. For its part, Article 22 of the Board of Directors' Regulations outlines that the Executive Committee shall have a decision- making capacity of a general scope and, consequently, with express delegation of all the powers that correspond to the Board of Directors, except those that are considered non- delegable by law, applicable corporate governance regulations, the Corporate Bylaws or the Board of Directors' Regulations. Without prejudice to the foregoing, as established in Article 5.5 of the Regulations of the Board of Directors, when there are duly justified circumstances of urgency, the Executive Committee may take decisions on the matters indicated in point 4 of Article 5 of the same (powers reserved for the Board of Directors), with subsequent ratification at the first meeting of the Board of Directors held after the decision has been adopted.

   Chief Executive Officer

   As established in Article 15 of the Regulations of the Board of Directors, the Chairman of the Board holds the status of Chief Executive Officer of the Company and has been delegated all the powers that are legally and statutorily delegable except for those that are conferred upon the Board of Directors, and the contracting powers that the Board of Directors delegates to the Director of Contracting and the Directors of the Airports.

7. Identify, if applicable, the board members who assume the positions of directors, representatives of directors or executives in other companies that are part of the group of the listed company:

   Name or company name of the Company name of the group

   director

   entity

   Position

   Do they have executive duties?

   MAURICI LUCENA BETRIU AENA DESARROLLO INTERNACIONAL S.M.E., S.A.

   CHAIRMAN OF THE BOARD

   OF DIRECTORS NO

   FRANCISCO JAVIER MARÍN SAN ANDRÉS	AENA DESARROLLO INTERNACIONAL S.M.E., S.A.	CHIEF EXECUTIVE OFFICER YES
   FRANCISCO JAVIER MARÍN SAN	AEROPORTOS DO NORDESTE	CHAIRMAN OF THE BOARD NO
   ANDRÉS	DO BRASIL S.A.	OF DIRECTORS
   FRANCISCO JAVIER MARÍN SAN	BLOCO DE ONZE AEROPORTOS	CHAIRMAN OF THE BOARD NO
   ANDRÉS	DO BRASIL S.A.	OF DIRECTORS

8. Detail the positions of director, administrator or manager, or representative thereof, held by directors or representatives of directors who are members of the company's board of directors in other entities, whether or not they are listed companies:

   Identification of director or representative	Company name of the entity, whether listed or not	Position
   BEATRIZ ALCOCER PINILLA	RENFE-OPERADORA, E.P.E.	DIRECTOR
   ROBERTO ANGULO REVILLA	PUERTOS DEL ESTADO	DIRECTOR
   ROBERTO ANGULO REVILLA	ADIF ALTA VELOCIDAD	DIRECTOR*

   MARIA CARMEN CORRAL ESCRIBANO ADIF ALTA VELOCIDAD DIRECTOR*

   MARIA DEL CORISEO GONZÁLEZ-IZQUIERDO REVILLA

   ATALAYA MINING COPPER, S.A. INDEPENDENT DIRECTOR

   ALICIA DE LOS REMEDIOS DE HARO ACOSTA	SOCIEDAD ESTATAL EXPASA AGRICULTURA Y GANADERÍA, S.M.E., S.A.	DIRECTOR
   LETICIA IGLESIAS HERRAIZ	ABANCA CORPORACIÓN BANCARIA,S.A.	INDEPENDENT DIRECTOR
   LETICIA IGLESIAS HERRAIZ	ACERINOX, S.A.	INDEPENDENT DIRECTOR
   LETICIA IGLESIAS HERRAIZ	ABANCA GESTIÓN DE ACTIVOS SGIIC	INDEPENDENT DIRECTOR
   AMANCIO LÓPEZ SEIJAS	HOTELES TURÍSTICOS UNIDOS S.A.	CHAIRMAN AND CEO OF THE GROUP'S COMPANIES
   AINHOA MORONDO QUINTANO	RENFE-OPERADORA, E.P.E.	DIRECTOR
   TOMÁS VARELA MUIÑA	JULIUS BAER	INDEPENDENT DIRECTOR
   TOMÁS VARELA MUIÑA	FINALBION S.L.U.	INDEPENDENT DIRECTOR

   Notes

   A document containing the positions of Mr Amancio López Seijas is attached at the end of this report.

   Mr. Amancio López only receives remuneration from the company "Hoteles Turísticos Unidos, S.A., but not from the other companies of the Group "Hoteles Turíscos Unidos, S.A..

   The other Directors receive remuneration for their directorships in the Companies indicated.

   *Ms. Ms. María Carmen Corral Escribano and Mr. Roberto Angulo Revulla have been Directors of ADIF Alta Velocidad until September 2025.

   Indicate, if applicable, any other remunerated activities of the directors or representatives of the directors, whatever their nature, other than those indicated in the table above.

   Identification of director or representative

   Other remunerated activities

   MAURICI LUCENA BETRIU Executive Chairman of Aena, S.M.E., S.A.

   BEATRIZ ALCOCER PINILLA Adviser to the Cabinet of the Minister of Transport and Sustainable Mobility

   ROBERTO ANGULO REVILLA Advisor to the Office of the Secretary of State for Transport and Sustainable Mobility.

   MARIA CARMEN CORRAL ESCRIBANO

   MANUEL DELACAMPAGNE CRESPO

   ALICIA DE LOS REMEDIOS DE HARO ACOSTA

   Assistant Director-General of Planning, Trans-European Networks and Logistics at the Ministry of Transport and Sustainable Mobility

   Deputy Director of Sectoral Analysis in the Directorate-General for Economic Policy at the Ministry of Economy, Commerce and Business

   Assistant Director of the Office of the Ministry at the Ministry of Industry and Tourism

   MARIA DEL CORISEO GONZÁLEZ-IZQUIERDO REVILLA

   FRANCISCO JAVIER MARÍN SAN ANDRÉS

   Director of Corporate Planning and Management (CFO) at OMI Polo Español (OMIE)*

   Executive Deputy Chairman of Aena, S.M.E., S.A.

   AINHOA MORONDO QUINTANO Head of the Office of the Secretary of State for Transport and Sustainable Mobility

   JUAN RÍO CORTÉS Operating Partner at Brightstar Capital Partners

   JUAN RÍO CORTÉS Chief Delivery Officer at Brightstar.AI

   JAIME TERCEIRO LOMBA Chairman of the Social Sciences Council of the Ramón Areces Foundation

   RAMON TREMOSA I BALCELLS Professor of Economics at the University of Barcelona

   Notes

   *Ms. María del Coriseo González-Izquierdo Revilla was Director of Corporate Planning and Management (CFO) at OMI Polo Espalol (OMIE) until March 2025

9. Indicate and, if applicable, explain whether the company has established rules on the maximum number of company boards of which its directors may form part, identifying, if applicable, where this is regulated:

   Yes ☒ No ☐

   Explanation of the rules and identification of the document where it is regulated

   Article 29.1 (xii) of the Regulations of the Board of Directors establishes that Directors may not, unless expressly authorised by the Board of Directors, following a report from the Appointments, Remuneration and Corporate Governance Committee, form part of more than five Boards of Directors, excluding (i) the Boards of Directors of companies that form part of the same group as the Company; (ii) the Boards of Directors of family companies or estates of Directors or their relatives; and (iii) the Boards of Directors of which they form part due to their professional relationship.

   Moreover, its Article 26.3 establishes that Directors may not be part of more than three Boards of Directors of other companies whose shares are listed for trading on any domestic or foreign stock exchange.

   
   
   

10. Indicate the amounts of the following items relating to the overall remuneration of the board of directors:

    Remuneration accrued in the fiscal year in favour of the Board of Directors (thousands of euros)

    733

    Amount of funds accumulated by current directors for long-term savings schemes with vested economic rights

    (thousands of euros) 15

    Amount of funds accumulated by current directors for long-term savings schemes with non-vested economic rights

    (thousands of euros) 0

    Amount of funds accumulated by former directors for long-term savings schemes (thousands of euros). 0

    Notes

11. Identify the members of senior management who are not themselves executive directors, and indicate the total remuneration accrued to them during the fiscal year:

    Position(s)

    Name or company name

    MARÍA ELENA MAYORAL CORCUERA MANAGING DIRECTOR OF AIRPORTS

    MARÍA JOSÉ CUENDA CHAMORRO MANAGING DIRECTOR OF COMMERCIAL AND

    REAL ESTATE

    AMPARO BREA ÁLVAREZ

    DIRECTOR OF INNOVATION, SUSTAINABILITY AND CUSTOMER EXPERIENCE

    ANTONIO JESÚS GARCÍA ROJAS DIRECTOR OF INTERNAL AUDIT

    MARÍA GÓMEZ RODRÍGUEZ COMMUNICATIONS DIRECTOR

    MARÍA BEGOÑA GOSÁLVEZ MAYORDOMO ORGANISATION AND PEOPLE DIRECTOR

    MR IGNACIO CASTEJÓN HERNÁNDEZ ECONOMIC AND FINANCIAL DIRECTOR

    MARÍA ELENA ROLDÁN CENTENO GENERAL SECRETARY

    ÁNGEL LUIS SANZ SANZ

    DIRECTOR OF THE CEO OFFICE, STRATEGY AND PUBLIC POLICIES

    Number of women in senior management

    6

    Percentage of total members of senior management 66.67

    Total remuneration of senior management (in thousands of euros) 1,438

    Notes

    The variation compared to 2024 is mainly due to the fact that in 2025, the additional increase that was pending, with respect to the remuneration in force on 31 December 2023, consisting of 0.5%, linked to the HICP, provided for in Article 6.2 of Royal Decree-Act 4/2024, of 26 June, extending certain measures to address the economic and social consequences of the conflicts in Ukraine and the Middle East and adopting urgent measures in the areas of taxation, energy and social affairs, was implemented, with effect from 1 January 2024.

    Additionally, in 2025, the salary review for the fiscal year has been applied, pursuant to Royal Decree-Act 14/2025 of 2 December, which approves urgent measures regarding remuneration in the public sector and which represents an increase of 2.5% compared to the remuneration in force as of December 2024.

    
    
    

12. Indicate whether there have been any amendments to the board regulations during the fiscal year:

    Yes ☐ No ☒

    Description of amendments, if any:

    Although there have been no amendments to the Regulations of the Board of Directors in the fiscal year 2025 (the fiscal year of reference for the purposes of this Report), for information and transparency purposes, it is hereby stated that on 27 January 2026, the Board of Directors resolved to: (i) approve specific Regulations of the Audit Committee, following the recommendations of the CNMV's Technical Guide 1/2024 on Audit Committees; (ii) approve specific Regulations of the Sustainability and Climate Action Committee, which completes and implements that which is regulated in the Regulations of the Board of Directors as regards the particular characteristics of its composition, duties and organisation; and (iii) the amendment of the Regulations of the Board of Directors, mainly to introduce the necessary changes related to the approval of the aforementioned specific Regulations for the regulation of the Committees.

    The Board of Directors shall report on the amendments to its Regulations at the first General Shareholders' Meeting to be held.

13. Indicate the procedures for the selection, appointment, re-election and removal of directors. Detail the competent bodies, the procedures to be followed and the criteria to be used in each of the procedures.

    The Policy for the Selection of Members of the Board of Directors establishes that the selection process will based on an analysis of the Company's needs, which shall be carried out by the Board of Directors with the advice and report from the Appointments, Remuneration and Corporate Governance Committee, which shall submit its proposals and reports to the Board of Directors.

    The Company must have the collaboration of external advisors when selecting Independent Directors to be members of the Board of Directors, whereas the collaboration of external advisors is optional when selecting Nominee Directors and Executives. In this selection process, any type of implicit bias that may imply discrimination on the grounds of race, nationality, social origin, gender, age, marital status, sexual orientation, religion, political ideology, disability or any other personal, physical or social condition of persons shall be avoided in all cases and, specifically, efforts shall be made to ensure that the representation of women on the Board of Directors is at least forty percent (40%), enriching the decision-making process and contributing plural points of view to the debate on matters within its competence.

    The company contracted to carry out the work necessary for the selection shall submit to the Appointments, Remuneration and Corporate Governance Committee the reports drawn up on three profiles for each vacancy and, after analysis by this committee, the latter shall draw up the proposals for appointment of the best profile from the shortlist in each case.

    In the case of re-election of the members of the Board of Directors, the Appointments, Remuneration and Corporate Governance Committee shall draw up the proposals in the case of Independent Directors and the justifying reports in the case of Nominee Directors and Executives, after analysing both the curriculum vitae of the Board members and their track record on the Company's Board of Directors, and also the opinions of the other members in favour of their re-election, without the need for external advice.

    The proposals for appointment and re-election of Members of the Board that the Board of Directors submits to the consideration of the General Shareholders' Meeting and the appointment proposals adopted by the Board of Directors correspond to the Appointments, Remuneration and Corporate Governance Committee in the case of Independent Directors, and to the Board of Directors itself in other cases, and must be preceded by a justificatory report from the Appointments, Remuneration and Corporate Governance Committee assessing the competence, experience and merits of the proposed candidate.

    The procedure must be developed to allow compliance with the principle of a balanced composition of the Board in terms of the types of Directors set forth in Article 8.4 of the Board Regulations.

    The members of the Company's Board of Directors shall be appointed by the General Shareholders' Meeting or, in the event of an early vacancy, by the Board of Directors itself by co-option, with the appointment being conditional upon ratification and re-election, where appropriate, by the next General Shareholders' Meeting.

    In addition to the provisions of the aforementioned Policy for the Selection of Members of the Board of Directors, the procedure for selection and re-election is regulated in Articles 31, 33 and 34 of the Corporate Bylaws and the Regulations of the Board of Directors, Title III (Appointment and Removal of Directors) in Articles 9 (Selection of Directors), 10 (Appointment), 11 (Term of Office), 12 (Re-election), 13 (Resignation, Dismissal and Termination) and 14 (Deliberations and Voting on the Appointment and Removal of Directors).

    
    
    

14. Explain to what extent the annual board evaluation has led to significant changes in its internal organisation and in the procedures applicable to its activities:

    For the fiscal year 2024, Aena had engaged an external advisor (Deloitte) which conducted the evaluation of the functioning of the Board of Directors and its Committees, and as a result of this evaluation, the Board of Directors of Aena, at its meeting on 28 January 2025, set out the following Plan of Action in 2025:

    • Improve as far as possible the permanence of the members of the Board of Directors until the end of the meetings.

    • Encourage, in the eventual incorporation of new profiles, that sustainability competences are specifically valued.

    • Continue to encourage more Directors to attend training sessions.

    • Approve the Regulations of the Audit Committee.

    • Continue to work on the continuous improvement of the Executive Summaries and promote increased time dedicated to the discussion and resolution of directors' queries, summarising the presentations by the executives responsible for the topics already documented

    • Continue to boost sustainability training and, as far as possible, have it provided by external specialists.

      The proposals have been implemented throughout 2025, although the Regulations of the Audit Committee were reported favourably by the Audit Committee in December 2025 and approved by the Board of Directors on 27 January 2026. The actions have been positively assessed by the Directors and reported to the Board of Directors at its meeting on 27 January 2026.

      Describe the evaluation process and the areas evaluated that have been carried out by the board of directors assisted, if applicable, by an external consultant, with respect to the functioning and composition of the board and its committees and any other area or aspect that has been subject to evaluation.

      Description of the evaluation process and areas evaluated:

      Aena's Board of Directors evaluates its performance on an annual basis in accordance with the applicable regulations and Article

      19.8 of the Board of Directors' Regulations. Following Recommendation no. 36 of the CNMV's Good Governance Code and the indications of the CNMV's Technical Guide on Appointments and Remuneration Committees, the following areas have been evaluated:

    • Quality and efficiency of the functioning of the Board of Directors and its specialised committees, including the extent to which the Board and the Committees make effective use of the contributions of their members.

    • The size, composition and diversity of the Board and Committees.

    • Performance of the Chairman of the Board of Directors and the Company's chief executive, the Coordinating Director and the Secretary of the Board.

    • Performance and contribution of each director, paying special attention to the Chairs of the different Committees.

    • The frequency and duration of meetings.

    • The content of the agenda and the adequacy of the time allocated to discuss the different topics depending on their importance (taking into account examples of specific cases).

    • The quality of the information received.

    • The breadth and openness of discussions, avoiding group thinking.

    • Whether the decision-making process within the Board is dominated or strongly influenced by one member or a small group of members.

    • Review of compliance with the action plan for the fiscal year 2025 resulting from the Board's evaluation of the fiscal year 2024.

      The evaluation of fiscal year 2025 was conducted by an external consultant (Deloitte). The purpose of the evaluation was the Board of Directors as a whole, as well as its Committees, and the evaluation included a special section in order to assess the degree of compliance with the action plan for the fiscal year 2025 approved by the Board of Directors for the implementation of improvements identified as a result of the evaluation conducted in the previous year.

      
      
      

      The methodology used by the external consultants to carry out the evaluation of the 2025 fiscal year was based, on the one hand, on the analysis of the corporate information made available to them by the Secretary of the Board, such as the minutes of the Board and Committees, the Internal Regulations, the Corporate Policies and other relevant information (Annual Corporate Governance Report, Annual Corporate Responsibility Report, etc.), and, on the other hand, on the analysis of the inputs from the Directors received through the questionnaires sent to the members of the Board by the external consultant and completed, from a quantitative and qualitative point of view, by all the members of the Board, and through the interviews conducted by the external consultant with the members of the Board of Directors.

      The outcome of the evaluation process was included in a report presented to the Sustainability and Climate Action Committee on 14 January 2026, to the Audit Committee on 21 January 2026 and the Appointments, Remuneration and Corporate Governance Committee on 27 January 2026. At its meeting on 27 January 2026, the Board of Directors approved the results of the evaluation for the fiscal year 2025 and the measures to be implemented as part of the action plan for the fiscal year 2026.

15. Breakdown, for those fiscal years in which the evaluation has been assisted by an external consultant, of the business relationships that the consultant or any company in its group has with the company or any company in its group.

    For the evaluation of the Board of Directors for the year 2025, the Company engaged the services of an external consultant, Deloitte Legal.

    The contracts between Aena or one of its Group Companies and Deloitte or one of its Group Companies during 2025 are listed below:

    1. Contracts between Aena, S.M.E., S.A. and a Deloitte Group company in execution or awarded during the year 2025:

       1. With Deloitte & Touche España, S.L.

          • Search, pre-selection, validation and evaluation of candidates to fill executive positions.

          • Implementation of Workiva and advice on the preparation of the economic-financial information for the 2022, 2023 and 2024 fiscal years, extended to 2025.

          • Reviewing the reasonableness of the application of IAS36 in Aena and its 2023 and 2024 Consolidated Annual Accounts and its interim Consolidated Financial Statements, extended to 2025.

          • Consultancy service on consolidation, accounting and accounting regulations.

       2. With Deloitte Auditores, S.L.

          • External audits for the monitoring of commercial revenue and investment to commercial tenants.

       3. With Deloitte Asesores Tributarios, S.L.

          • Technical assistance for the management of grants and subsidies for R&D&I projects.

          • Fiscal and taxation consultancy and management service for the Aena Group (Tax Group).

          • Technical advisory service for the adaptation and implementation of tools and procedures for regulatory compliance with PILLAR II.

          • Framework agreement for legal advice and defence of the Aena Group.

          • Evaluation of the Board of Directors and Committees.

       4. With Deloitte Financial, Advisory S.L.

          • Calculation of expected credit losses in accordance with IFRS 9.

       5. With Deloitte Tech. & Trans. S.L.

          • Consultancy service for the implementation of a continuous audit model supported by data analytics.

          • Internal cybersecurity audit service.

          • Social media service for Aena, S.M.E., S.A.

          • Technical Assistance for the strategic analysis of the provision of assistance for people with disabilities and reduced mobility at Aena Airports.

       6. With Business Process Solution, S.L.

          • Consultancy service for the economic planning of the Aena Group (Aena, S.M.E., S.A., AIRM and ADI Group).

    
    
    

16. Indicate the cases in which the directors are obliged to resign.

    In addition to the cases of incompatibility or prohibition established by law, Article 13 of the Board Regulations establishes:

    "(…) 3. The Directors must make their position available to the Board of Directors and formalise the corresponding resignation, in the following cases:

    1. When, due to supervening circumstances, they are involved in any of the cases of incompatibility or prohibition stipulated in general provisions, in the Corporate Bylaws or in these Regulations.

    2. When acts or conduct attributable to the Director have caused serious damage to the Company's assets or reputation, or when there is a risk of criminal liability for the Company.

    3. When they lose the good repute, suitability, solvency, competence, availability or commitment to their duties required to be a Director of the Company.

    4. When their continuation on the Board of Directors may jeopardise for any reason, directly, indirectly or through persons related to them (in accordance with the definition of this term contained in these Regulations), the loyal and diligent exercising of their duties in accordance with the interests of the Company.

    5. When the reasons for their appointment cease to exist and, in particular, in the case of Nominee Directors, when the shareholder they represent sells all or part of their shareholding, with the consequence that the latter loses its status as significant or sufficient to justify the appointment. The number of Nominee Directors proposed by a shareholder shall be reduced in proportion to the reduction of their stake in the Company's share capital.

    6. When an Independent Director incurs in any of the disqualifying circumstances envisaged in Article 8.5 of these Regulations.

    1. In any of the cases indicated in the preceding section, the Board of Directors shall require the Director to resign from their position and, if appropriate, shall propose their removal to the General Shareholders' Meeting.

    2. By way of exception, the foregoing shall not apply in the cases of resignation set forth in sections (v) and (vi) above when the Board of Directors considers that there are grounds justifying the Director's continuance, subject to a report from the Appointments, Remuneration and Corporate Governance Committee, without prejudice to the effect that the new circumstances that have arisen may have on the Director's classification.

    3. In the event that a natural person representing a Director who is a legal entity belonging to the public sector incurs in any of the cases provided for above, they shall be disqualified from exercising such representation.

    4. In the event of the resignation or termination of a Director prior to the expiry of the term of their appointment, the Director shall explain the reasons for their resignation/termination in a letter to be sent to all members of the Board of Directors. "In any case, the reason for the termination must be included in the Company's annual corporate governance report."

17. Are qualified majorities, other than legal majorities, required for any kind of decision?:

    Yes ☐ No ☒

18. Explain whether there are any specific requirements, other than those relating to directors, for being appointed Chairman of the Board of Directors.

    Yes ☒ No ☐

    Description of requirements

    Article 15.5 of the Board of Directors' Regulations establishes that the Chairman of the Board of Directors shall in any case be the chief executive of the Company.

    In addition, Article 15.2 of the Board Regulations establishes that the Chairman shall be the Chief Executive Officer of the Company, whose appointment shall require the favourable vote of two thirds of the members of the Board of Directors.

19. Indicate whether the bylaws or board regulations establish any limit on the age of the directors:

    Yes ☐ No ☒

    
    
    

20. Indicate whether the bylaws or board regulations establish a limited term of office or other more stringent requirements in addition to those legally established for independent directors, other than those established in the regulations:

    Yes ☐ No ☒

21. Indicate whether the bylaws or board regulations establish specific rules for proxy voting in the board of directors in favour of other directors, how to do so and, in particular, the maximum number of proxies that a director may hold, as well as whether any limitations have been established in terms of the categories to which proxies may be granted, beyond the limitations imposed by law. If applicable, briefly detail these rules.

    Article 20.2 of the Regulations of the Board of Directors establishes that when Directors are exceptionally unable to attend meetings of the Board of Directors in person, they shall endeavour to transfer their representation to another member of the Board of Directors with the same status, including the most precise instructions possible. External Directors may only delegate their representation to another External Director. The representation must be conferred in writing and on an ad hoc basis for each meeting.

22. Indicate the number of meetings held by the board of directors during the fiscal year. Also indicate the number of times, if any, the board has met without the Chairman in attendance. The calculation of attendance shall include representations made with specific instructions.

    Number of Board Meetings 13

    Number of Board Meetings without the Chairman's attendance 0

    Notes

    In addition to the 13 meetings of the Board of Directors, 3 Boards of Directors have been held in writing and without a meeting, with the approval and favourable vote of all Directors.

    Indicate the number of meetings held by the Coordinating Director with the other directors, without the attendance or representation of any executive director:

    Number of meetings 4

    Notes

    The Coordinating Director meetings have been held only with the other Independent Directors.

    Number of Executive Committee Meetings 0

    Indicate the number of meetings held in the fiscal year by the various committees of the board:

    Number of Audit Committee Meetings 11

    Number of meetings of the Appointments, Remuneration and Corporate

    Governance Committee 8

    Number of Sustainability and Climate Action Committee Meetings 4

    Notes

    During 2025, in accordance with the recommendation of Technical Guide 1/2024 on Audit Committees of public interest entities of the National Securities Market Commission, 2 joint meetings of the Sustainability and Climate Action Committee and the Audit Committee were held.

    In addition to the 11 meetings held by the Audit Committee, 3 resolutions were adopted via written procedure and without a meeting.

    
    
    

23. Indicate the number of meetings held by the board of directors during the fiscal year and details of the attendance of its members:

    Number of meetings with the in-person attendance of at least 80% of directors

    13

    % of in-person attendance over the total votes during the fiscal year 94.35

    Number of meetings with in-person attendance, or representations made

    with specific instructions, of all directors 12

    % of votes cast with in-person attendance and representations made with specific instructions, over the total votes during the fiscal year

    98.97

    Notes

    Both physical presence and attendance via telematic means (by telephone or video conference) were classified as attendance in person.

24. Indicate whether the individual and consolidated annual accounts presented to the board for their formulation are previously certified:

    Yes ☒ No ☐

    Identify, if applicable, the person(s) who have certified the company's individual and consolidated annual accounts, for their formulation by the board:

    Position

    Name

    MR IGNACIO CASTEJÓN HERNÁNDEZ ECONOMIC AND FINANCIAL DIRECTOR MR MAURICI LUCENA BETRIU CHAIRMAN AND CEO

25. Explain the mechanisms, if any, established by the board of directors to ensure that the annual accounts submitted by the board of directors to the General Shareholders' Meeting are drawn up in accordance with accounting regulations.

    The Audit Committee, in accordance with Article 23.7 of the Regulations of the Board of Directors shall ensure that the annual accounts submitted by the Board of Directors to the General Shareholders' Meeting are drawn up in accordance with accounting regulations and that in those cases in which the auditor has included a qualification in their audit report, the Chairman of the Audit Committee shall clearly explain at the General Shareholders' Meeting the opinion of the Audit Committee on its content and scope, making available a summary of such opinion to the shareholders at the time of publication of the notice of the call to the General Shareholders Meeting, together with the other proposals and reports of the Board.

    Moreover, Article 23.9 of the Regulations of the Board of Directors establishes that the Audit Committee receives regular information from the external auditor on the audit plan and the results of its execution, verifying that senior management takes its recommendations into account.

    In this regard, the Audit Committee receives the Auditor at least quarterly, in addition to holding specific meetings when deemed appropriate or necessary. In particular, in 2025, the auditors attended the Audit Committee meetings held in February, June, July, October and December.

    The Regulations also stipulate that the Audit Committee must ensure that the external auditor holds an annual meeting with the full Board of Directors to report to it on the work performed and on developments in the Company's accounting and risk situation.

    In this respect, the auditors appear before the Board of Directors at least twice a year to formulate the annual and half-yearly accounts, without prejudice to the fact that they sometimes also appear to formulate the quarterly financial statements and management reports. Specifically, in 2025, the auditors met the Board of Directors on 5 occasions.

    
    
    

    We also refer here to section F of the Annual Corporate Governance Report (ACGR) regarding the Internal Control over Financial Reporting System (ICFR), which is subject to verification by the auditors in accordance with the ISAE 3000 Standard, where the control mechanisms established to ensure that the annual accounts are prepared in accordance with accounting regulations are explained.

26. Does the secretary of the board hold the status of director?

    Yes ☐ No ☒

    If the secretary does not hold the status of director, complete the following table:

    Name or company name of the secretary

    Representative

    ELENA ROLDÁN CENTENO

    Notes

27. Indicate the specific mechanisms established by the company to preserve the independence of the external auditors, as well as, if any, the mechanisms to preserve the independence of financial analysts, investment banks and rating agencies, including how the legal provisions have been implemented in practice.

    In accordance with Article 23.9 of the Regulations of the Board of Directors, the Audit Committee is responsible for the following duties:

    "[…]

    1. Ensure and preserve the independence of the external auditor in the exercising of their duties and, for this purpose:

       • Ensure that the Company notifies the National Securities Market Commission of the change of external auditor as a significant event, accompanied by a statement of any disagreements with the outgoing auditor and, if any, the content thereof.

       • Ensure that the Company and the external auditor comply with the rules in force on the provision of non-audit services, the limits on the concentration of the external auditor's business and, in general, other rules established to ensure the independence of the auditors.

       • In the event that the external auditor resigns, examine the circumstances that caused it.

       • Ensure that the external auditor's remuneration for their work does not compromise their quality or independence.

    2. Establish the appropriate relationships with the accounts auditors or audit firms to receive information on those matters that may threaten their independence, for examination by the Audit Committee, and any others related to the process of developing the auditing of accounts and, where appropriate, the authorisation of services other than those prohibited, under the terms set forth in Articles 5, section 4, and 6.2.b) of Regulation (EU) no. 537/2014, of 16 April, and in the provisions of section 3. of chapter IV of title I of Act 22/2015, of 20 July, on the Auditing of Accounts, on the independence regime, as well as those other communications envisaged in the legislation on the auditing of accounts and in the auditing standards. In any case, they must receive annually from the external auditors a declaration of their independence in relation to the Company or companies directly or indirectly related to it, as well as detailed and individualised information on additional services of any kind rendered and the corresponding fees received from these companies by the external auditor or by the persons or entities related to it in accordance with the provisions of the regulations governing the auditing of accounts. (v) Annually issue, prior to the issuance of the audit report, a report expressing an opinion on whether the independence of the accounts auditors or audit firms is compromised. This report must contain, in all cases, a reasoned assessment of the provision of each and every one of the additional services referred to in the previous section, considered individually and as a whole, other than the statutory audit and in relation to the independence regime or to the regulations governing the auditing of accounts.

    3. Annually issue, prior to the issuance of the accounts audit report, a report expressing an opinion on whether the independence of the auditors or audit firms is compromised. This report must contain, in all cases, a reasoned assessment of the provision of each and every one of the additional services referred to in the previous section, considered individually and as a whole, other than the statutory audit and in relation to the independence regime or to the regulations governing the auditing of accounts.

       
       
       

    4. If applicable, encourage the auditor of the group to assume responsibility for the audits of the companies that comprise it.

    5. Ensure that the external auditor holds an annual meeting with the full Board of Directors to report to it on the work performed and on developments in the Company's accounting and risk situation."

    The Audit Committee shall proceed to prepare in the first months of the fiscal year, and in any case before the issuance of the accounts audit report, the report on the independence of the accounts auditors or audit firms in accordance with Article 23.9 of the Regulations of the Board of Directors and, in compliance with this obligation, the Audit Committee approved the auditors' independence report in February 2025 prior to the issuance of the accounts audit report for the fiscal year 2024.

    The Economic and Financial Department coordinates relations with financial analysts, investment banks, institutional and retail investors and rating agencies, where appropriate, managing both their requests for information and those of institutional or individual investors on the basis of the principles of transparency, non- discrimination, truthfulness and reliability of the information provided.

    To this end, Aena has various communication channels, such as the publication of information on quarterly results and other specific events such as those relating to the presentation of results or related to corporate operations, and direct communication with the investor relations department through an e-mail address and a contact telephone number.

28. Indicate whether the Company has changed its external auditor during the fiscal year. If applicable, identify the incoming and outgoing auditor: