Report of the Appointments, Remuneration, and Corporate Governance regarding the re-election of an Executive Director (point 8.3) (Satellite?blobcol=urldata&blobkey=id&blobtable=MungoBlobs&blobwhere=1576873452565&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 Maurici Lucena Betriu as Executive Director of the Company (hereinafter, the "Report") by the 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 Board of Directors' proposal for the re-election of Mr. Maurici Lucena Betriu as Executive Director of the Company by the General Shareholders' Meeting of the Company, to be held on 16 and 17 April 2026, at first and second call, respectively; and

   2. assessing the quality of the work and dedication of the candidate proposed for the office of Executive Director.

3. Report to the Board of Directors

   On 31 March 2022, the General Shareholders' Meeting of the Company resolved to re-elect Mr. Maurici Lucena Betriu as Executive Director of the Company for the four (4) year term established in the Company Bylaws.

   Following the expiry of the statutory term for which Mr. Maurici Lucena Betriu was re-elected as Company Director, the Appointments, Remuneration and Corporate Governance Committee, in the exercise of its duties and 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 proposed re-election of Mr Maurici Lucena Betriu as Executive Director of the Company, in view of the following factors, among others:

   1. Mr. Maurici Lucena Betriu has extensive experience in the public sector and in the General State Administration, 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 the economic sector, and for his in-depth knowledge of the company, given his position as Executive Director, as well as Chairman and CEO of the company for the last eight 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 on corporate finance;

   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;

      All of the above demonstrates that his continued membership of the Board of Directors, and his re-election as Executive 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 Business Studies (specialising in Economics) from the Pompeu Fabra University (UPF), Barcelona, and holds a Master's Degree in Economics and Finance from the Bank of Spain's Centre for Monetary and Financial Studies (CEMFI).

      2. He began his career as a consultant in the area of economic analysis at Solchaga, Recio & Asociados, where he worked from September 1999 to May 2004.

      3. From July 2004 until May 2010, he was Director General of the Centre for the Development of Industrial Technology and was Vice-Chairman of its Board of Directors.

      4. From July 2008 until June 2010, he was Chairman of the Council of the European Space Agency (ESA).

      5. From May 2010 until February 2012, he was Executive Vice President of Systems Engineering for Defence of Spain (ISDEFE).

      6. From December 2012 until October 2015, he was spokesperson of Grupo Socialista in the Parliament of Catalonia.

      7. From June 2016 until October 2017, he was Director of Wealth and Prudential Financial Management at Banco Sabadell, responsible for the analysis and forecasting of financial margins, prudential regulation and ratings.

      8. From November 2017 until July 2018, he was Director of Prudential Regulation and Public Policy at Banco Sabadell, where he was responsible for the analysis of financial regulation and the assessment of its impact, relationships with supervisors, and the analysis of public policies that affect the financial sector's activity.

      9. In the teaching field, he has been an associate lecturer at the Department of Economics of Carlos III University of Madrid.

         The Appointments, Remuneration and Corporate Governance Committee 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 in some of the following areas:

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

         2. experience and knowledge of economic and financial aspects;

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

         4. experience and knowledge of management, leadership and business strategy.

      Mr. Maurici Lucena Betriu'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 Executive Director. His long-standing experience in sectors relevant to the Company such as finance and economics, and his in-depth knowledge of various business fields 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 Maurici Lucena Betriu as Director of the Company to be justified and appropriate, in the conviction that this re-election will mean the continued presence on the Board of Directors of 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.

   It therefore issues a favourable report regarding the proposal of the Board of Directors for his re-election as Company Director by the Ordinary General Shareholders' Meeting.

5. Category of Director to which he must be assigned

The candidate would have the status of Executive Director, as he carries out management functions in 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.