To the Board of Directors of Aena:
In compliance with the provisions of Article 529 quaterdecies.4.f) of the Consolidated Text of the Corporate Enterprises Act, approved by Royal Legislative Decree 1/2010, of 2 July (as worded by Act 13/2014, of 3 December), and in accordance with Article 23 of the Regulations of the Board of Directors, the Audit Committee must issue an annual report expressing an opinion on the independence of the auditors or audit companies, and must also express an opinion on the provision of additional services.
This report fulfils that obligation.
Basis of the reportAs a basis for this report, the committee relies on the following background and information:
In order to comply with the committee's own responsibilities, the auditor (KPMG Auditores, S.L.) was asked to provide information on those matters that could, in its opinion, jeopardise its independence; on non-audit works that it had performed for the Company; as well as the total amount of its fees for all items, including these additional services and on the procedures, systems or mechanisms used by such auditors to ensure compliance with the standards in this regard, in all cases referring both to the auditing entity itself and to the individual members of the working team; for the purpose of assessing the Auditor's independence.
The first fiscal year audited by KPMG was 2017.
The External Auditor attended the committee meeting held on 18 February 2026, in order to:
Present the conclusions of the preliminary work carried out on the individual and consolidated Annual Accounts for the fiscal year 2025; and
Present the letter from the auditor, Mr. Francisco Rabadán, Partner of the firm, confirming his independence as regards the entity.
Additionally, the Audit Committee has verified:
the limits on the concentration of the auditor's business established by Act 22/2015, of 20 July on Audits. In this regard, the amounts earned by the external auditor during the 2025 fiscal year, totalling EUR 903,310, of which EUR 552,653 correspond to audit services; EUR 125,697 to independent assurance services of the Consolidated Non-Financial Information Statement and Sustainability Reporting of Aena S.M.E., S.A. and subsidiaries, with limited assurance scope; and EUR 224,960 for other assurance services and other services, do not represent a significant percentage of the total annual revenue of the aforesaid auditor (less than 15%). Additional information regarding the amounts charged is attached as Annex I.
the non-application of the obligation to rotate the audit partner signing the accounts (5 years).
ConclusionsBased on this information, the committee reasonably concludes the following:
That in its own work during the fiscal year 2025, the auditor has acted in accordance with the standards of independence applicable under current auditing standards.
That, in relation to the works that make up the additional services for the aforesaid fiscal year:
It is not considered that these may have led to a conflict of interest pursuant to the regulations of Act 22/2015 of 20 June on Audits;
They do not represent a significant percentage of the total annual revenue of the aforesaid auditor for the purposes of the Audit Act (less than 15%); and
Their fees have been reasonably justified and are not estimated to exceed the reasonable market prices that apply to them.
That the obligation to rotate the audit partner signing the accounts (5 years) is not applicable.
That there are no aspects that could reasonably be considered to breach audit regulations with regard to auditor independence or the provision of non-audit services.
For all appropriate legal purposes, it is hereby stated for the record that this report was approved by the Audit Committee at its meeting held on 18 February 2026.
Annexes-
AUDIT SERVICES AND INDEPENDENT ASSURANCE SERVICES FOR THE CONSOLIDATED NON-FINANCIAL INFORMATION STATEMENT AND SUSTAINABILITY REPORTING
A. The following services are included in the audit specifications approved by the Audit Committee and subsequently supported by the file DEF 562/22, awarded to KPMG Auditores, S.L. in 2023:
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Audit Report on the Individual Annual Accounts of Aena S.M.E. S.A.
The fees for this service amount to EUR 314,105.
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Audit Report on the Annual Accounts of Aena Desarrollo internacional S.M.E. S.A.
The fees for this service amount to EUR 32,675.
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Audit Report on the Consolidated Annual Accounts of the Aena Group and subsidiary companies under IFRS-EU.
The fees for this service amount to EUR 54,011.
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Audit Report on the Consolidated Financial Statements of the Aena Group and subsidiary companies under the Spanish General Accounting Plan (Standards for the Preparation of Consolidated Financial Statements - NOFCAC).
The fees for this service amount to EUR 7,344.
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Audit Report on the Annual Accounts of Aena Sociedad Concesionaria del Aeropuerto Internacional de la Región de Murcia, S.M.E. S.A.
The fees for this service amount to EUR 32,675.
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Audit Report on the Annual Accounts of the State-Owned Commercial Company Aeroportos do Nordeste do Brasil S.A.
The fees for this service amount to BRL 257,263 (EUR 40,774).
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Audit Report on the Annual Accounts of the State-Owned Commercial Company Bloco de Onze Aeroportos de Nordeste do Brasil S.A.
The fees for this service amount to BRL 448,413 (EUR 71,069).
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Independent assurance report on the Consolidated Non-Financial Information
Statement and Sustainability Reporting of Aena S.M.E., S.A. and subsidiary companies, with limited assurance scope.
The fees for this service amount to EUR 125,697.
Directive (EU) 2022/2464 known as CSRD, amends, inter alia, the second subparagraph of section 2 of Article 4 of Regulation (EU) No 537/2014, stating that "For the purposes of the limits specified in the first subparagraph of this paragraph, the assurance of sustainability reporting, and non-audit services other than those referred to in Article 5(1), required by Union or national legislation, shall be excluded".
The total fees for audit services amounts to EUR 552,653 and EUR 125,697 for independent assurance services of the Consolidated Non-Financial Information Statement and Sustainability Reporting of Aena S.M.E., S.A.
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Audit Report on the Individual Annual Accounts of Aena S.M.E. S.A.
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OTHER ASSURANCE SERVICES REQUIRED BY THE LEGISLATION IN FORCE
A. The following services provided throughout 2025 are included in the audit specifications approved by the Audit Committee and subsequently supported by the file DEF 562/22, awarded to KPMG Auditores, S.L. in 2023:
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Report on the Results of the Analytical Accounting of Aena S.M.E. S.A. for the fiscal year 2024 based on the ISAE 3000 standard.
This service is provided in order to comply with Article 25.3 of Act 18/2014. The fees for this service amount to EUR 32,135.
These services are provided by a technical team specialising in analytical accounting, which is completely separate from the audit team, therefore the latter's independence is not compromised.
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Report on persons with reduced mobility (PRM) of Aena S.M.E., S.A. for the 2024 fiscal year using the ISAE 3000 standard as reference.
This service is provided in order to comply with Article 8.6 of Regulation EC 1107/2006 of the European Parliament of 5 July 2006.
The fees for this service amount to EUR 15,308.
These services are provided by a technical team specialising in analytical accounting, which is completely separate from the audit team, therefore the latter's independence is not compromised.
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Report on persons with reduced mobility (PRM) of SC AIRM S.M.E., S.A. for the 2024 fiscal year using the ISAE 3000 standard as reference.
This service is provided in order to comply with Article 8.6 of Regulation EC 1107/2006 of the European Parliament of 5 July 2006.
The fees for this service amount to EUR 4,674.
These services are provided by a technical team specialising in analytical accounting, which is completely separate from the audit team, therefore the latter's independence is not compromised.
The total work corresponding to this section II of "Other assurance services required by the legislation in force" amounts, therefore, to EUR 52,117, and due to their nature, it is logical that they be provided by the audit team of KPMG Auditores S.L., without the amount compromising the independence of the audit team in the provision of its services.
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Report on the Results of the Analytical Accounting of Aena S.M.E. S.A. for the fiscal year 2024 based on the ISAE 3000 standard.
- OTHER SERVICES
A. The following services provided in 2025 are included in the audit specifications approved by the Audit Committee and subsequently supported by the file DEF 562/22, awarded to KPMG Auditores, S.L. in 2023:
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Report on agreed procedures for the consolidated financial reporting of Aena S.M.E., S.A. And subsidiary companies for the first and third quarters of 2025.
With the floating of Aena S.A. on the stock exchange, it became mandatory to publish financial information in the three and nine-month periods of each fiscal year. The information underpinning these publications is partially reviewed by the Company's auditor prior to preparation by the Board of Directors of Aena S.M.E., S.A.
The fees for this service amounted to EUR 7,047 for each report issued.
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Independent reasonable assurance report on the Internal Control over Financial Reporting System (ICFR) of Aena S.M.E., S.A. and subsidiary companies as of 31 December 2024.
With the floating of Aena S.A. on the stock exchange, it became compulsory for the Board of Directors to prepare the Annual Corporate Governance Report, together with the other documents that make up the annual accounts, and therefore, to audit the section corresponding to the Internal Control over Financial Reporting System.
The fees for this service have amounted to EUR 32,764.
These services have been carried out to a large extent by a team other than the audit team, with the Report being signed by a different partner, so as not to compromise the independence of the audit team.
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Report on agreed procedures related to Aena's compliance with EU-IFRS financial ratios as of 31 December 2024.
On 29 July 2014, ENAIRE and Aena, S.A., as co-borrowers, signed debt novation contracts with all the credit entities for financial commitments, which modified and did not extinguish the debt. These contracts established in Clause 2.5.1. the obligation to comply with certain maximum debt and financial cost ratios. Proof of compliance with this commitment would be issued annually by representatives of the co-borrowers by means of a certificate of compliance accompanied at year-end by the companies' annual accounts and a report of agreed procedures issued by the auditor.
The fees for this service amount to EUR 4,500.
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Comfort letter linked to the registration of an EMTN (European Medium Term Notes) programme.
The Comfort Letter was prepared for a bond issue in 2025.
The fees for this service amount to EUR 60,000.
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ISRE 2410 limited review services for the consolidated interim financial statements of Aena S.M.E., S.A. and subsidiary companies as of 30 June 2025.
The fees for this service amount to EUR 30,363.
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Report on the Results of the Analytical Accounting of SC AIRM S.M.E. S.A. for the fiscal year 2024 taking the ISAE 3000 standard as reference
The fees for this service amount to EUR 16,652.
These services are provided by a technical team specialising in analytical accounting, which is completely separate from the audit team, therefore the latter's independence is not compromised.
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Report according to ISA 805 on ANB's passenger revenue and adjusted passenger revenue for 2024
The fees for this service amount to BRL 20,696 (EUR 3,280).
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Report according to ISA 805 on the calculation of the variable contribution to ANB's concession fee
The fees for this service amount to BRL 21,560 (EUR 3,417).
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Report according to ISAE 3000 on ANB's compliance with financial ratios for 2024
The fees for this service amount to BRL 22,433 (EUR 3,555).
- Report according to ISA 805 on BOAB's passenger revenue and adjusted passenger revenue for 2024
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AUDIT SERVICES AND INDEPENDENT ASSURANCE SERVICES FOR THE CONSOLIDATED NON-FINANCIAL INFORMATION STATEMENT AND SUSTAINABILITY REPORTING
The fees for this service amount to BRL 26,613 (EUR 4,218).
Consequently, the total amount charged for the works under the section III of "Other services" amounts to EUR 172,843.
The total sum for non-audit work, i.e. that included in section II "Other assurance services required by the legislation in force" plus work under section III "Other services" and independent assurance services of the Consolidated Non-Financial Information Statement and Sustainability Reporting of Aena S.M.E., S.A., would amount to EUR 224,960.

