Proposal and Report of the Board of Directors regarding the ratification of the appointment by co-optation and re-election of the Proprietary Director (point 8.1) (Satellite?blobcol=urldata&blobkey=id&blobtable=MungoBlobs&blobwhere=1576873452631&ssbinary=true)

1. Introduction

   The Board of Directors of Aena, S.M.E., S.A. (hereinafter, the "Company") has prepared this report justifying the ratification of the appointment and re-election of Mr Roberto Angulo Revilla as Proprietary Director of the Company (hereinafter, the "Report") by the General Shareholders' Meeting, in compliance with the provisions of sections 4 and 5 of Article 529 decies of Royal Legislative Decree 1/2010, of 2 July, approving the consolidated text of the Corporate Enterprises Act (hereinafter, "LSC").

   Pursuant to the provisions of the aforesaid article, the Board of Directors is responsible for proposing the appointment or re-election of members of the Board of Directors who are not Independent Directors (as in this case). The proposal must be accompanied by a supporting report from the Board of Directors assessing (i) the competence, (ii) experience and (iii) merits of the proposed candidate and preceded by a report from the Appointments, Remuneration and Corporate Governance Committee.
2. Purpose of the Report

   Within the framework of the above, this Report is prepared by the Board of Directors of the Company for the purpose of:

   1. justifying the proposed ratification of the appointment by co-option and re-election of Mr. Roberto Angulo Revilla, as Proprietary Director of the Company by the Ordinary General Shareholders' Meeting called for 16 and 17 April, at first and second call, respectively, and;

   2. assessing the competence, experience and merits of the candidate proposed for the office of Proprietary Director.

      All of the above pursuant to the terms of section 5 of Article 529 decies of the LSC.

      Within the framework of the above, and pursuant to the provisions of section 6 of Article 529 decies of the LSC, the Appointments, Remuneration and Corporate Governance Committee has reported favourably on the ratification of the

      appointment by co-option and re-election of Mr. Roberto Angulo Revilla as Proprietary Director of the Company. This report is attached as Annex 1 for better identification.

3. Report of the Appointments, Remuneration and Corporate Governance Committee

   In view of the resignation tendered by the Proprietary Director Ms. Angélica Martínez Ortega on 30 September 2025 and with effect from 1 October 2025, a vacancy arose on the Board of Directors of the Company, for which reason the Appointments, Remuneration and Corporate Governance Committee, in the exercise of its duties of evaluating the skills, knowledge and experience required on the Board and having analysed the skills matrix prepared for this purpose, assessed the advisability of strengthening the Board of Directors with the inclusion of a Proprietary Director with prior experience in the public sector, especially in the transport sector.

   To this end and in compliance with the Company's Policy for the Selection of Members of the Board of Directors, the Appointments, Remuneration and Corporate Governance Committee analysed the good standing, suitability, competence, experience, training, availability, merits and commitment required to form part of the Board of Directors, of the candidate proposed by the majority shareholder "Enaire", and issued a report for the appointment by co-option by the Board of Directors, of Mr. Roberto Angulo Revilla. In its report, it highlighted the outstanding merits of the candidate, who was appointed Proprietary Director of the Company by co-option by the Board of Directors on 28 October 2025.

   In view of the need to ratify the office of Mr. Roberto Angulo Revilla as Director, who had been previously appointed by co-option, the Board of Directors initiated the corresponding procedure to assess this ratification and re-election.

   In conclusion, the mandatory report of the Appointments, Remuneration and Corporate Governance Committee has been requested, which has reported favourably on the proposed ratification and re-election of Mr. Roberto Angulo Revilla as Proprietary Director of the Company, considering that his continued membership of the Board of Directors will bring significant benefits to the Board of Directors and, therefore, considers the ratification and re-election of his appointment as Director to be justified and advisable.

4. Justification of the proposal of the Board of Directors

   The Board of Directors understands that, in order for a Director to adequately exercise his or her supervisory and oversight functions in the Company, he or she must adequately combine sufficient skills and competences, inter alia, in the following areas:

   1. knowledge of the sectors in which the Company operates;

   2. experience and knowledge of the geographic markets most relevant to the Company; and

   3. management experience and expertise, leadership in the economic sector.

      Having revised the Curriculum Vitae of Mr. Roberto Angulo Revilla, it should be noted that, among the functions and skills stated, this Board of Directors positively valued his extensive experience in the transport sector.

      This, as well as the reasons put forward by the Appointments, Remuneration and Corporate Governance Committee for said ratification and re-election (endorsed by this body), means that the Board of Directors considers the ratification of the appointment and re-election of Mr. Roberto Angulo Revilla as Proprietary Director of the Company to be justified and appropriate, and is convinced that it has appointed a suitable person of recognised solvency, with the competence, experience and qualifications required for the position.

5. Assessment of the candidate's competence, experience and merits

   The assessment of the competence, experience and merits of Mr. Roberto Angulo Revilla may be deduced from his Curriculum Vitae, which reveals his qualifications for appointment as a Proprietary Director. By way of summary, the following aspects, among others, have been taken into account:

   1. He is a Graduate in Civil Engineering from the University of Cantabria.

   2. Currently, he is Advisor to the Office of the Secretary of State for Transport and Sustainable Mobility, where he is responsible for preparation of speeches and presentations, and the analysis of information and preparation of reports on transport sector issues.

   3. Additionally, and until December 2023, he was Head of the Office of the General Secretariat for Transport at the Spanish Ministry of Transport, Mobility and the Urban Agenda, being responsible for coordinating activities in transport and conflict resolution.

   4. From March 2013 to October 2017, he was Programme Coordinator in the Technical Office of the General Secretariat for Transport at the Spanish Ministry of Public Works.

   5. From November 2012 until March 2013, he provided technical support to the Technical Office of the General Secretariat for Transport, coordinating the existing working groups for the drafting of the new Rail Sector Act and for the modification of the regulatory framework for the implementation of a

      pilot project for the liberalisation of passenger rail transport as of 31 July 2013 onwards.

   6. From April 2023 until April 2026, he was Head of Production at ACS Obras, proyectos y construcciones.

      In light of the above experience and training, the Board of Directors concludes that the candidate is a suitable fit for the position to be filled due to his specialised skills in the public sector area, and his qualified professional profile in different institutional areas of the transport sector, and his execution of coordination tasks in the field of transport and conflict resolution, which provide the Board of Directors with a wide range of knowledge. This will encourage a diversity of opinions and contribute to enriching the studies and proposals discussed within the Board.

6. Conclusions of the Board of Directors

   In view of the above, the Board of Directors considers that the candidate has the competence, experience and merits to be appointed a member of the Board of Directors and, consequently, considers that the ratification of the appointment by co-option and re-election of Mr. Roberto Angulo Revilla as Proprietary Director of the Company, is justified.

   Consequently, it is proposed to ratify the appointment by co-option and re-election of Mr. Roberto Angulo Revilla, as Proprietary Director of the Company by the Ordinary General Shareholders' Meeting called for 16 and 17 April 2026, at first and second call, respectively.

7. Category of Director to which he belongs or must be assigned

   The candidate would have the status of Proprietary Director, as he represents the majority shareholder of the Company. The candidate's effective availability required in order to carry out the duties of the position has been verified with him.

8. Resolution proposed to the General Shareholders' Meeting

In view of the above, it is resolved to propose to the General Shareholders' Meeting of the Company, the adoption of the following resolution:

"Ratification of the appointment by co-option and re-election of Mr. Roberto Angulo Revilla, with the category of Proprietary Director.

"Pursuant to the proposal of the Board of Directors and following a report from the Appointments, Remuneration and Corporate Governance Committee, to ratify the appointment by co-option of Mr. Roberto Angulo Revilla, whose personal details are recorded in the Business Registry, made by the Board of Directors on 28 October 2025, and to re-elect him as Company Director for the term of office of

four (4) years as established in the Company Bylaws as of the date of this Ordinary General Shareholders' Meeting, i.e. until 16 April 2030, with the category of Proprietary Director."

At Madrid, 24 February 2026.