Aena Sme SaBME: AENA

Report of the Appointments, Remuneration, and Corporate Governance regarding the ratification of the appointment by co-optation and re-election of a Proprietary Director (point 8.1) (Satellite?blobcol=urldata&blobkey=id&blobtable=MungoBlobs&blobwhere=1576873479905&ssbinary=true)

· Issued by Aena Sme SA
REPORT BY THE APPOINTMENTS, REMUNERATION AND CORPORATE GOVERNANCE COMMITTEE OF AENA, S.M.E., S.A. CONCERNING THE RATIFICATION OF THE APPOINTMENT BY CO-OPTION AND RE-ELECTION AS PROPRIETARY DIRECTOR OF MR. ROBERTO ANGULO REVILLA BY THE ORDINARY GENERAL SHAREHOLDERS' MEETING CALLED FOR 16 AND 17 APRIL 2026, AT FIRST AND SECOND CALL, RESPECTIVELY
  1. Introduction

    The Appointments, Remuneration and Corporate Governance Committee of Aena, S.M.E., S.A. (hereinafter, the "Company") has prepared this report on the ratification of the appointment by co-option and re-election of Mr. Roberto Angulo Revilla as Proprietary Director of the Company (hereinafter, the "Proposal") by the Ordinary General Shareholders' Meeting, pursuant to the provisions of section 6 of Article 529 decies of Royal Legislative Decree 1/2010, of 2 July, approving the consolidated text of the Corporate Enterprises Act (hereinafter, "LSC").

  2. Purpose of the proposal

    Within the framework of the above, this Report is prepared by the Appointments, Remuneration and Corporate Governance Committee of the Company for the purpose of:

    1. reporting on 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 2026, 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 6 of Article 529 decies of the LSC.

  3. Report to the Board of Directors

    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, 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 profile 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 of the Company analysed the good standing, suitability, competence, experience, training, availability, merits and commitment

    required to form part of the Company's Board of Directors of the candidate proposed by the majority shareholder "Enaire".

    Within the framework of the above, and having analysed and discussed the qualifications required of the candidate, the Appointments, Remuneration and Corporate Governance Committee reported favourably on the Board of Directors' proposal for appointment by co-option of Mr. Roberto Angulo Revilla as Proprietary Director, highlighting in its proposal the candidate's previous professional experience, skills and outstanding merits and, specifically, the following:

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

    2. He is currently Advisor to the Office of the Secretary of State for Transport and Sustainable Mobility, where he is responsible for conducting analyses of the transport infrastructure sector and other advisory tasks in the field of institutional relations, such as drafting speeches and preparing appearances.

    3. 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 until 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.

    6. From April 2003 until April 2006, he was Head of Production at ACS Obras, proyectos y construcciones.

      In view of the curriculum vitae of the proposed candidate, it should be noted that this Committee positively valued his knowledge in the public sector and especially in the transport sector.

      All of the above means that, following his appointment by co-option by the Board of Directors on 28 October 2025, the Committee makes a positive assessment of the ratification of the appointment of Mr. Roberto Angulo Revilla and his re-election as Proprietary Director, considering that his continued membership of the Board of Directors will bring significant advantages to the Board, taking into account his valuable profile with specialised skills in the public sector, and his qualified professional profile in the transport sector, in different institutional areas and the performance of coordination tasks in the field of transport and conflict resolution,

      which provide the Board of Directors with a wide range of knowledge, and is therefore of the opinion that the ratification of his appointment and re-election as Proprietary Director is justified and appropriate.

  4. Conclusions of the Appointments, Remuneration and Corporate Governance Committee

    By virtue of the above, the Appointments, Remuneration and Corporate Governance Committee considers that Mr. Roberto Angulo Revilla meets the requirements of suitability, competence, experience, training, merit and commitment necessary to fill the post of Director and therefore inform the ratification of his appointment by co-option and his re-election as Proprietary Director of the Company.

  5. Category of Director to which he 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.

At Madrid, 24 February 2026.

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