Report of the Appointments, Remuneration, and Corporate Governance regarding the re-election of a Proprietary Director (point 8.4) (Satellite?blobcol=urldata&blobkey=id&blobtable=MungoBlobs&blobwhere=1576873452601&ssbinary=true)

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 re-election of Mr Manuel Delacampagne Crespo 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 re-election of Mr. Manuel Delacampagne Crespo, 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

   On 28 October 2021, the Board of Directors of the Company resolved to appoint by co-option, Mr. Manuel Delacampagne Crespo, as Proprietary Director of the Company for the four (4) year term established in the Company Bylaws. This appointment was ratified by the General Shareholders' Meeting on 31 March 2022.

   In view of the expiry of the statutory term for which Mr. Manuel Delacampagne Crespo was re-elected as Company Director, the Appointments, Remuneration and Corporate Governance Committee, in compliance with the Company's Policy for the Selection of Members of the Board of Directors, has assessed the skills, knowledge and experience required on the Board, and having assessed his good standing, suitability, solvency, competence, availability and commitment to the functions performed, it makes a highly positive assessment regarding the re-election of Mr. Manuel Delacampagne Crespo as Proprietary Director of the Company, in view of the following factors, among others:

   1. Mr. Manuel Delacampagne Crespo has extensive experience in the public sector and presents a highly qualified and ideal professional profile for the performance of the duties of Director of the Company, both due to his extensive experience and merits in various business fields, mainly in economics, finance and law, and for his in-depth knowledge of the Company, given his position as Proprietary Director for the last four years;

   2. the positive opinions received from the other Directors and, in particular, from the Independent Directors, in relation to his re-election as Director;

   3. his excellent performance in the exercise of his duties, from the moment he took office;

   4. his proximity to the business due to his previous experience, focused in recent years in the Sub-Directorate General of Sectoral Analysis of the Spanish Ministry of Economic Affairs and Digital Transformation; and

   5. his suitable knowledge of the duties incumbent on him as Director of the Company, and especial sensitivity to issues related to the good governance of a listed company;

      which demonstrates that his continued membership of the Board of Directors, and his re-election as Proprietary Director, will bring significant advantages to the Board of Directors.

      This may be easily verified through the candidate's Curriculum Vitae, especially noting the following:

      1. He is a Graduate in Economics and Law from the Carlos III University of Madrid and Sales Technician and State Economist, and a member of the Corporate Finance Management Programme from the IE Business School. A career civil servant, he began his professional experience at the Secretary of State for Trade.

      2. Since September 2021, he has held the position of Deputy Director of Sector Analysis at the Ministry of Economy, Trade and Enterprise.

      3. A career civil servant, he began his professional experience at the Secretary of State for Commerce. Subsequently, he was appointed as representative of Spain on the Executive Board of the African Development Bank Group in Tunisia between 2010 and 2013.

      4. Until 2015, he remained linked to matters related to multilateral financial institutions and development cooperation policies at the Ministry of Economic Affairs and Competitiveness in Madrid.

      5. Between 2015 and 2016 he worked as an advisor in the cabinet of the Secretary of State for the Economy and Business Support. Subsequently, between 2016 and 2020, he was working in the cabinet of successive finance ministers, mainly on issues related to the Spanish economy.

      6. In 2020 he began to work in the General Directorate of Economic Policy, in regulatory matters, being appointed Deputy Director of Sector Analysis in September 2021.

      7. In addition to his career in the General State Administration, he has been a member of the Board of Directors of the Sociedad Estatal Correos (Spanish Postal Service) and the Sociedad Hipódromo de la Zarzuela (Zarzuela Hippodrome Society), being also Chairman of the Auditing Committee of the latter.

         The Appointments, Remuneration and Corporate Governance Committee understands that, in order for a Director to adequately exercise his or her supervisory and oversight functions, he or she must adequately combine sufficient skills and competences in some of the following areas:

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

      9. experience and expertise in economic and financial aspects;

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

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

      Mr. Manuel Delacampagne Crespo's level of attendance at Board meetings and his curriculum vitae demonstrate his dedication to the post, as well as his skills and merits to occupy the office of Director. His extensive experience in relevant sectors for the Company such as the public sector, and his in-depth knowledge of various business areas, mainly economics, finance and law, as well as having served on other Boards of Directors and having been Chairman of the Audit Committee of one of them, ensure that he brings a plurality of viewpoints to the discussion of matters on the Board of Directors.

      As a result of the above, the Appointments, Remuneration and Corporate Governance Committee considers the re-election of Mr. Manuel Delacampagne Crespo as Proprietary Director of the Company to be justified and appropriate, in the conviction that this re-election will add to the Board of Directors a valued profile for the development of the Company's activity.

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

   In short, it is the opinion of the Appointments, Remuneration and Corporate Governance Committee that the candidate meets the requirements of suitability, competence, experience, training, merit and commitment required to continue to serve on the Board of Directors of the Company.

   In view of the above, the Appointments, Remuneration and Corporate Governance Committee considers it justified and appropriate that Mr Manuel Delacampagne Crespo be re-elected 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. 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.