Audax Renovables SaBME: ADX

Annual Report on Corporate Governance for the year 2025

· Issued by Audax Renovables SA
ISSUER'S PARTICULARS

Financial year end: 31/12/2025

Tax identification code:

Registered name:

AUDAX RENOVABLES, S.A.

Registered office:

A62338827

ELECTRÓNICA 19, PLANTA 7, PUERTA C (BADALONA) BARCELONA

  1. OWNERSHIP STRUCTURE

    1. Complete the following table on the company's share capital and attributed voting rights, including, if applicable, those related to the shares granting loyalty voting rights, at the closing date of the year:

      Indicate whether the company's articles of association establish loyalty double voting right: [ V ] Yes

      [ ] No

      Date of approval at the general meeting

      16/06/2022

      Minimum uninterrupted period of ownership required by articles of association

      2 years

      Indicate whether the company has assigned loyalty votes:

      [ V ] Yes

      [ ] No

      Date of last modification of share capital

      Share capital (€)

      Number of shares

      Number of voting rights (not including additional attributed loyalty voting rights)

      Number of additional voting rights attributed to shares with loyalty voting right

      Number of voting rights, including additional attributed loyalty voting rights

      01/03/2024

      45,343,077.90

      453,430,779

      453,430,779

      80,476,401

      533,907,180

      Number of shares entered in the special register, pending the end of the loyalty period

      30,241,871

      Indicate whether there are different classes of shares with different associated rights: [ ] Yes

      [ V ] No

    2. Provide details of the direct and indirect holders of significant shareholdings at the year end, including directors who hold significant share:

      Name or company name of the shareholder

      % of voting rights attributed to shares (including loyalty votes)

      % of voting rights through financial instruments

      total % of voting rights

      Of the total number of voting rights attributed to shares indicate, if applicable, the number of attributed additional votes, which correspond to the shares with loyalty vote

      Direct

      Indirect

      Direct

      Indirect

      Direct

      Indirect

      Mr FRANCISCO JOSÉ ELÍAS NAVARRO

      0.00

      76.66

      0.00

      0.00

      76.66

      0.00

      15.07

      GLOBAL PORTFOLIO INVESTMENTS, S.L.

      6.13

      0.00

      0.00

      0.00

      6.13

      0.00

      0.00

      Mr Francisco José Elías Navarro is the sole shareholder of Excelsior Times, S.L.U., which, in turn, is the sole shareholder of Eléctrica Nuriel, S.L.U., a company holding shares representing 71.09% of the share capital (approximately 74.24% of the voting rights) of Audax Renovables, S.A. Moreover, Excelsior Times, S.L.U. holds shares representing 1.43% of the share capital (approximately 2.43% of the voting rights) of Audax Renovables, S.A. Consequently, the total shareholding of Mr Francisco José Elías Navarro in Audax Renovables,

      S.A. is of 72.52%.

      Details of indirect shareholding:

      Name or company name of indirect holder

      Name or company name of direct holder

      % of voting rights attributed to shares (including loyalty votes)

      % of voting rights through financial instruments

      total % of voting rights

      Of the total number of voting rights attributed to shares indicate, if applicable, the number of attributed additional votes, which correspond to the shares with loyalty vote

      No data

      Indicate the most significant changes in the shareholding structure occurred during the year:

      Most significant changes

Mr Francisco José Elías Navarro is the sole shareholder of Excelsior Times, S.L.U., which, in turn, is the sole shareholder of Eléctrica Nuriel, S.L.U., a company holding shares representing 71.09% of the share capital (approximately 74.24% of the voting rights) of Audax Renovables, S.A. Moreover, Excelsior Times, S.L.U. holds shares representing 1.43% of the share capital (approximately 2.43% of thevoting rights) of Audax Renovables, S.A. Consequently, the total shareholding of Mr Francisco José Elías Navarro in Audax Renovables,

S.A. is of 72.52%.

  1. Specify, whichever the percentage, the shareholding at the year end of the members of the board of directors who hold voting rights attributed to company shares or through financial instruments, excluding the directors identified in section A.2 herein:

    Name or company name of the director

    % of voting rights attributed to shares (including loyalty votes)

    % of voting rights through financial instruments

    total % of voting rights

    Of the total % of voting rights attributed to shares indicate, if applicable, the

    % of attributed additional votes, which correspond to the shares with loyalty

    vote

    Direct

    Indirect

    Direct

    Indirect

    Direct

    Indirect

    Mr JOSEP MARIA ECHARRI TORRES

    0.00

    0.52

    0.00

    0.00

    0.52

    0.00

    0.00

    % of total voting rights belonging to the members of the board of directors

    77.18

    Mr Josep Maria Echarri Torres holds 51.55% of the share capital of The Nimo´s Holding, owner of 90% of the share capital of Prestige inversiones SIL, which, in turn, holds 0.62% of the share capital of Audax Renovables, S.A. (0.52% of the voting rights).

    Details of indirect shareholding:

    Name or company name of the director

    Name or company name of direct holder

    % of voting rights attributed to shares (including loyalty votes)

    % of voting rights through financial instruments

    total % of voting rights

    Of the total % of voting rights attributed to shares indicate, if applicable, the % of attributed additional votes, which correspond to the shares with loyalty vote

    No data

    Specify the total percentage of voting rights represented within the board:

    % of total voting rights represented within the board of directors

    77.18

    The shareholding at the year end of the members of the board of directors who hold voting rights attributed to company shares or through financial instruments, including the directors identified in section A.2 herein, is of 77.18%.

  2. Where applicable, indicate any family, commercial, contractual or corporate relationships between the owners of significant shareholdings, insofar as they are known to the company, unless they are irrelevant or arise from normal business activities, except for those detailed in section A.6:

    Related-party name or company name

    Type of relationship

    Short description

    No data

  3. Where applicable, indicate any commercial, contractual or corporate relationships between the owners of significant shareholdings and the company and/or its group, unless they are irrelevant or arise from normal business activities:

    Related-party name or company name

    Type of relationship

    Short description

    No data

  4. Describe the relationships, unless insignificant for both parties, existing between significant shareholders or shareholders represented in the board and directors or their representatives in the case of corporate directors.

    Explain, where applicable, how the significant shareholders are represented. Specifically, indicate the directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders and/or companies of their group, specifying the nature of such relationships. In particular, mention the possible existence, identity and post of directors or their representatives of the listed company, who are, in turn, members of the governing body or representatives of companies that hold significant shareholdings in the listed company or in group companies of those significant shareholders:

    Name or company name of the related director or representative

    Name or company name of the related significant shareholder

    Company name of the group company of the significant

    shareholder

    Description of relationship/post

    Ms ANA ISABEL LÓPEZ PORTA

    ELECTRICA NURIEL, S.L.U.

    EXCELSIOR TIMES, S.L.U.

    Ms Ana Isabel López Porta is member of the board of directors of Audax Renovables, S.A., which belongs to the group of companies of which Excelsior Times, S.L.U. is the parent company.

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ELECTRICA NURIEL, S.L.U.

    EXCELSIOR TIMES, S.L.U.

    Mr Francisco José Elías Navarro

    is direct holder of 100% of

    Name or company name of the related director or representative

    Name or company name of the related significant shareholder

    Company name of the group

    company of the significant shareholder

    Description of relationship/post

    shares of Excelsior Times,

    S.L.U. and, through this company, of 100% of shares of Eléctrica Nuriel, S.L.U.

    Ms MARÍA ROSA GONZÁLEZ SANS

    EXCELSIOR TIMES, S.L.U.

    EXCELSIOR TIMES, S.L.U.

    Ms María Rosa González Sans is corporate director of the Excelsior Times, S.L.U. group.

  5. Indicate whether the company has been notified of any shareholders' agreements that affect it pursuant to article 530 and 531 of the Corporate Enterprises Act. Where applicable, give a brief description and list the shareholders bound by the agreement:

    [ ] Yes

    [ V ] No

    Indicate whether the company is aware of the existence of any concerted actions among its shareholders. If so, briefly describe them:

    [ ] Yes

    [ V ] No

    Expressly indicate any amendments to, or termination of, such agreements or concerted actions during the year:

    N/A.

  6. Indicate whether there is any individual or legal entity that exercises or may exercise control over the company pursuant to article 5 of the Securities Market Act. If so, identify them:

    [ V ] Yes

    [ ] No

    Name or company name

FRANCISCO JOSÉ ELÍAS NAVARRO

  1. Fill in the following tables about the company's treasury shares:

    As at the year-end date:

    Number of direct shares

    Number of indirect

    shares(*)

    % of total share capital

    4,428,949

    0.98

    Audax Renovables, S.A. acquired 800,000 own shares as part of the treasury shares repurchase programme of the Company announced on 5 January 2023 through privileged information published in the CNMV, in accordance with the authorisation granted by the general meeting of shareholders held on 16 June 2022.

    Moreover, between April and August 2024 the Company acquired 2,000,000 additional shares within the programme of repurchase of Company's own shares announced on 11 April 2024 through the privileged information published in the CNMV.

    Furthermore, in November 2025 the Board of Directors approved the launch of a buyback programme of treasury shares. The company acquired up to 15 million shares, equivalent approximately to 3.3% of the share capital, for the amount of up to €20 million. This buyback programme's duration shall be of a maximum of 12 months, without prejudice to its possible early termination whenever the maximum number of shares to be repurchased or the maximum amount is reached.

    As at 31 December 2025, the purchase of 1,628,949 shares was completed, 10.86% of the maximum number of shares allocated to the Buyback Programme.

    (*) Through:

    Name or company name of direct shareholder

    Number of direct shares

    No data

    Explain the significant changes occurred during the year:

    Explain significant changes

Audax Renovables, S.A. acquired 1,628,949 own shares, 10.86% of the established maximum number of shares, as part of the treasury shares buyback programme of the Company announced on 20 November 2025 through privileged information published in the CNMV, in accordance with the authorisation granted by the general meeting of shareholders held on 19 June 2025.

  1. Give details of the terms and conditions of the general meeting of shareholders' current mandate to the board of directors to issue, buy back or transfer treasury shares:

    The General Meeting of Shareholders held on 19 June 2025 resolved to authorise the board of directors to carry out derivative acquisition of own shares by the Company, directly or through any of its subsidiaries and within the period of five (5) years from the date of the resolution, at any time and as many times as convenient, through any legally admissible means, including charging it against the profit for the year and/or unrestricted reserves, always in compliance with the applicable legislation, as well as for the purpose of subsequent alienation of the acquired shares through any legally admissible means.

    The derivative acquisition of shares of the Company shall be subject to the terms established by the law and by the internal or external regulations, which may be applicable at any time, as well as to the restrictions which may be established by the competent authorities. With this regard, in particular, the nominal value of own shares acquired directly or indirectly under this authorisation, added to the value of those already held by the Company and its subsidiaries cannot at any time exceed ten percent (10%) of the subscribed share capital of the Company (or any other lower limit established by the applicable legislation at any time).

    Additionally, the derivative acquisition of shares of the Company shall be subject to the condition that the purchase price of the share cannot exceed its stock price or be lower than the nominal value of the share. It is expressly allowed that the entirety or a part of the shares acquired by the Company or by its subsidiaries under this authorisation be used to be transferred to the employees or the directors of the Company or its subsidiaries, either directly or as a consequence of the exercise of the right of option belonging to them.

    Moreover, it is agreed to authorise the board of directors, in the broadest terms, to exercise the authorisation granted by this resolution, as well as to carry out all the actions, formalities

    or requests which should be necessary or appropriate for this purpose, as well as to sub-delegate the powers to the chairman of the board of directors or any other director, and to authorise, on the terms considered appropriate, any proxy of the Company to exercise these rights.

    This authorisation, from the moment of its approval, substituted and invalidated the authorisation granted by the General Meeting of Shareholders of the Company on 18 June 2024 under section eleven of the agenda.

  2. Estimated free float:

    18.66

Estimated free float

%

For the purpose of calculation of the free float, the percentage of share capital of the direct and indirect shareholders represented in the Board of Directors, significant shareholders and treasury shares has been excluded.

    1. Indicate whether there is any restriction (stipulated by articles of association, statutory or of any other nature) on the transferability of securities and/or any restriction on voting rights. In particular, state the existence of any kind of restriction which may hinder a takeover of the company by means of acquisition of shares on the market, as well as any authorisation or notification systems that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.

      [ ] Yes

      [ V ] No

    2. Specify whether the general meeting has agreed to take up neutralisation measures against a takeover bid by virtue of provisions of Law 6/2007.

      [ ] Yes

      [ V ] No

      If applicable, explain the measures approved and terms under which the restrictions would not be enforceable:

    3. Indicate whether the company has issued securities that are not traded on a regulated market of the European Union. [ ] Yes

      [ V ] No

      If applicable, indicate the different classes of shares and, for each class of shares, the rights and obligations it confers:

  1. GENERAL MEETING OF SHAREHOLDERS

    1. Indicate and, if applicable, explain whether the minimum quorum requirements for constitution of the general meeting of shareholders differ from those specified in the Corporate Enterprises Act (LSC):

      [ ] Yes

      [ V ] No

    2. Indicate and, if applicable, explain whether the company's system of adopting corporate resolutions differs from the one set forth in the Corporate Enterprises Act (LSC):

      [ ] Yes

      [ V ] No

    3. Indicate the rules governing amendments to the company's articles of association. In particular, indicate the majorities required to amend the articles of association, as well as the rules for protecting the shareholders' rights when modifying the articles of association.

      In this respect, article 14, second paragraph of the company's articles of association states the following:

      «(…) for the General Shareholders' Meeting to be able to adopt a resolution on capital increases or decreases and any other modification of the company's Articles of Association (...), shall require that, at the first summons, shareholders attend, present or represented by proxy, holding at least 50% of the subscribed capital with voting rights. At the second summons, 25% of such capital attending the meeting shall be deemed sufficient. When shareholders attend the meeting representing less than 50% of the subscribed capital with voting rights, the aforementioned resolutions may only be adopted with votes in favour of 2/3 of the share capital present or represented by proxy at the General Shareholders' Meeting. »

      In the cases not considered in the aforementioned article, the relevant resolution shall be adopted by ordinary majority of the votes of the shareholders present or represented by proxy, pursuant to article 201 of the Corporate Enterprises Act.

      Furthermore, in accordance with article 286 of the Corporate Enterprises Act, the directors or, if appropriate, the shareholders who introduced the motion to amend the company's articles of association shall formulate the entire text they suggest as well as a written report with the justification of such motion.

      Additionally, pursuant to article 287 of the Corporate Enterprises Act, the announcement of the General Meeting summons shall include intelligible information on issues subject to amendment and the right of all the shareholders to examine in the company's headquarters the full text of the suggested amendment and the relevant report, as well as ask for the free delivery of these documents.

      Attendance

      Date of general meeting

      % of physical

      presence

      % of attendance by

      proxy

      % of remote voting

      Electronic vote

      Others

      Total

    4. Give details of attendance at the general shareholders' meetings held in the year of this report and the two previous years:

      30/06/2023

      65.88

      8.90

      0.04

      0.16

      74.98

      Of which, free float

      0.02

      1.78

      0.04

      0.16

      2.00

      Date of general meeting

      % of physical

      presence

      Attendance

      % of attendance by proxy

      % of remote voting

      Total

      18/06/2024

      65.07

      0.01

      0.02

      10.17

      75.27

      Of which, free float

      1.97

      0.01

      0.02

      4.25

      6.25

      30/07/2024

      0.00

      75.19

      0.01

      0.10

      75.30

      Of which, free float

      0.00

      6.35

      0.01

      0.09

      6.45

      19/06/2025

      64.85

      9.35

      0.00

      0.01

      74.21

      Of which, free float

      0.00

      0.02

      0.00

      0.01

      0.03

    5. State whether any point on the agenda of the general meetings of shareholders held this year has not been approved by the shareholders for any reason:

      [ ] Yes

      [ V ] No

    6. State whether there is any restriction set forth by the articles of association establishing a minimum number of shares required to attend the general meeting or perform remote voting:

      [ ] Yes

      [ V ] No

    7. Indicate whether it has been resolved that certain decisions other than those established by law that entail an acquisition, disposal or contribution to other company of essential assets or other similar corporate transactions must be subject to the approval of the general meeting of shareholders:

      [ ] Yes

      [ V ] No

      1. Indicate the address and mode of accessing the information on corporate governance on the company's website and other information on general meetings of shareholders which must be made available to shareholders on the Company's website:

      The address of the corporate website of the company is as follows: https://www.audaxrenovables.com

      The information on corporate governance is available on the section "Shareholders and Investors" and "Corporate Governance".

      The information on general meetings that must be provided to the shareholders, as well as the resolutions adopted in those meetings is available on: https://www.audaxrenovables.com/accionistas-e-inversores/convocatoria-junta-accionistas/

  2. STRUCTURE OF THE MANAGEMENT OF THE COMPANY

    1. Board of directors

      1. Maximum and minimum number of directors set forth in the company's articles of association and the number agreed by the general meeting:

        Maximum number of directors

        12

        Minimum number of directors

        3

        Number of directors agreed by the general meeting

        5

        N/A.

      2. Complete the following table with the members of the board:

        Name or company name of the

        director

        Representative

        Category of director

        Position on the board

        Date of first appointment

        Date of last appointment

        Election procedure

        Mr RAMIRO MARTÍNEZ-PARDO DEL VALLE

        Independent

        MEMBER OF THE BOARD COORDINATOR

        INDEPENDENT

        16/08/2016

        30/06/2023

        RESOLUTION GENERAL MEETING OF SHAREHOLDERS

        Ms ANA ISABEL LÓPEZ PORTA

        Proprietary

        MEMBER OF THE BOARD

        21/04/2021

        19/06/2025

        RESOLUTION GENERAL MEETING OF SHAREHOLDERS

        Mr JOSEP MARIA ECHARRI TORRES

        Independent

        MEMBER OF THE BOARD

        14/11/2016

        16/06/2022

        RESOLUTION GENERAL MEETING OF SHAREHOLDERS

        Mr FRANCISCO JOSÉ ELÍAS NAVARRO

        Executive

        CHAIRMAN

        16/08/2016

        16/06/2022

        RESOLUTION GENERAL MEETING OF SHAREHOLDERS

        Ms

        MARÍA ROSA GONZÁLEZ SANS

        Proprietary

        MEMBER OF THE BOARD

        21/04/2021

        19/06/2025

        RESOLUTION

        GENERAL MEETING OF SHAREHOLDERS

        Total number of directors

        5

        Indicate the departures from the board of directors which, whether through resignation or upon a decision of the general meeting, took place during the period subject to this report:

        Name or company name of the director

        Category of the director at the time of departure

        Date of last appointment

        Date of departure

        Membership of special committees

        Indicate whether the departure took place before the end of term

        No data

        Reason for departure if it took place before the end of term, and other observations; information whether the director sent a letter to the rest of the members of the board and, in the case of departure of non-executive directors, explanation or opinion of the director dismissed by the general meeting

N/A.

  1. Fill in the following tables on board members and their respective categories:

    EXECUTIVE DIRECTORS

    Name or company

    name of the director

    Position in the company's

    structure

    Profile

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    Chairman of the Board of Directors

    Industrial Technical Engineer specialised in electricity by the Polytechnic

    University of Catalonia. Founder of several companies in the energy sector and pioneer of the liberalised electricity market. In 1994 began his professional career at the Town Hall of Rubí, in the area of urban planning and maintenance, in 1996 joined Control Energético JGC, S.L. and in 1997 established his first enterprise operating in the field of integral installations. In 2009 incorporated Orus Energía, S.L. becoming the CEO of the company. In 2012 acquires the retailer Audax and takes the position of sole director of the Company until 23 April 2014, when the administration structure of the Company is reorganised into a board of directors and he is appointed its Chairman and Managing Director.

    Currently the major shareholder of Audax Renovables, serves as Chairman of the board of directors and holds the majority share of the company. He is also the major shareholder of the listed companies Atrys Health and Ezentis, sitting on their boards of directors, as well as non-executive Chairman of the board of directors of Ezentis, holding shares in both companies through his financial holding Excelsior Times S.L., of which he is the sole director. He is also an important shareholder of the listed company OHLA.

    Total number of executive directors

    1

    % of the board

    20.00

    EXTERNAL PROPRIETARY DIRECTORS

    Name or company name of the director

    Name or company name of

    the significant shareholder represented or who proposed appointment

    Profile

    Ms ANA ISABEL LÓPEZ PORTA

    ELECTRICA NURIEL, S.L.U.

    Master of Laws by the University of Barcelona, postgraduate in Labour Law and

    PDG by IESE Business School. She began her professional career in Grupo Godó in 1995, in Sales, Finance and, finally, Controlling departments. In 2004 she joined as deputy the General Management of Fersa Energías Renovables and participated in the company's going public in May 2007. Throughout her path in Fersa she participated in the progress of the portfolio of the energy generation projects in its different stages: development, financing, construction and operation, as well as in the completion of the divestment plans of those projects at national as well as international level. Appointed Operations Manager in 2011, she participated directly in all the corporate transactions of the company and assumed the General Management in July 2015, managing integrally the transaction of the sale of the Fersa group, which culminated with the takeover bid (OPA) by Audax Energía, S.A. Subsequently, in 2019, she participated directly in the transaction of the downstream merger between Audax Energía and Fersa Energía Renovables, which gave as a result the Audax Renovables Group, an independent energy group whose activities involve the production of 100% renewable energy as well as the supply of natural gas and 100% renewable energy. Currently, Ms López is member of the Board of Directors and of the Audt Committee and Appointments and Remuneration Committee of Audax Renovables, as well as member of the Board of Directors and Audit Committee and Appointments and Remuneration Committee of Atrys Health,

    S.A. Moreover, she is the Managing Director of Ezentis.

    Ms MARÍA

    ROSA GONZÁLEZ SANS

    ELECTRICA NURIEL, S.L.U.

    Founding partner of Mediaworks, S.A, an advertising media centre during 11 years, joined the energy group Audax Energía from its beginning in 2008.

    Throughout her career in the Audax Group she has held positions of responsibility related to the areas of administration, accounting, treasury and human resources of the Group, which has given her a multifaceted comprehension of the business. In direct cooperation with the chairman of the

    Group, she participated in various corporate transactions of the Company and, in particular, at international level, leading the development and expansion of the Audax Group in Italy in the years 2016 to 2017 in all its undertakings, until 2018. Subsequently, in 2019, participated directly in the downstream merger transaction between Audax Energía and Fersa Energía Renovables, which gave as a result the Audax Renovables Group, an independent energy group whose

    activities involve the production of

    EXTERNAL PROPRIETARY DIRECTORS

    Name or company name of the director

    Name or company name of

    the significant shareholder represented or who proposed appointment

    Profile

    100% renewable energy and supply of 100% renewable electricity, and natural

    gas. Currently she is member of the Board of Audax Renovables and member of the Board of Directors of various subsidiaries of the Audax Group, as wel as Corporate Manager of the Excelsior Times, S.L.U. group. Additionally, she is the Optimisation and Improvement Manager of Atrys Health, S.A., as well as Prevention Managing Director of ASPY Prevención.

    Total number of proprietary directors

    2

    % of the board

    40.00

    EXTERNAL INDEPENDENT DIRECTORS

    Name or company

    name of the director

    Profile

    Mr RAMIRO MARTÍNEZ-PARDO DEL VALLE

    Master of Economics and Business Administration and Law by the Complutense University of Madrid.

    Charted Accountant, member of the Spanish Institute of Charted Accountants. Has served as Development Manager of the Spanish National Securities Market Commission (CNMV), CEO of Gomarq Consulting, Chairman of Nordkapp Gestión and General Secretary and member of the Board of Directors of Fortis Bank and Beta Capital MeesPierson, among others. Formerly member of the board of directors of various companies, such as Eurodeal, S.V., Banco Madrid Gestión de Activos, SGIIC and Sociedad Gestora del Fondo de Garantía de Inversiones. Currently is Chairman of Solventis SGIIC and member of the board of Laboratorios Reig Jofré, S.A. and Desarrollos Especiales de Sistemas de Anclaje, S.A.

    Mr JOSEP MARIA ECHARRI TORRES

    Master of Economics and of Actuarial and Financial Science, both by the University of Barcelona, and

    Master of Financial Management by ESADE. Chief Financial Officer of Oryzon from 2003 to 2007. Previously responsible for the first integral programme of creation of technology enterprises developed by a Spanish administrative authority. At present is the Managing Director of Inveready Asset Management,

    S.G.E.C.R. and Chairman of Grupo Financiero Inveready, the founding partner of both companies and now their major shareholder. Participates as member of the management board of different companies, including Masmóvil Ibercom, S.A, Agile Contents, S.A., Atrys Health, S.A. and Oryzon Genomics, S.A. Member of the Instituto de Consejeros-Administradores (ICA) awarded the good corporate governance diploma for professional managers. From his position in Inveready he has actively participated in dozens of corporate transactions, such as the sale of PasswordBank Technologies, S.L. to Symantec, the sale of Indisys, S.L. to Intel or acquisition of Pepephone by Masmóvil).

    Total number of independent directors

    2

    % of the board

    40.00

    Indicate whether any directors designated as independent receives from the company or its group any amount or profit other than standard remuneration of director, or maintains or has maintained in the last year a business relationship with the company or with any company of its group, either in their own name or as a significant shareholder, director or senior manager of an entity that maintains or has maintained such relationship.

    If applicable, include a declaration from the board explaining the reasons why said director is considered to be able to carry out the duties as an independent director.

    Name or company name of the director

    Description of the relationship

    Declaration and reasons

    No data

    OTHER EXTERNAL DIRECTORS

    Indicate the other external directors explaining the reasons why they cannot be considered as proprietary or independent directors

    as well as their relationship with the company, its executives or shareholders:

    Name or company

    name of the director

    Reasons

    Company, executive or

    shareholder with whom the relationship is maintained

    Profile

    No data

    Total number of other external directors

    N.A.

    % of the board

    N.A.

    Indicate the changes, if any, that have taken place in the category of each director during the year:

    Name or company name of the director

    Date of change

    Previous category

    Current category

    No data

  2. Fill in the following table with information on the number of female directors at the end of the past 4 years, as well as the category of each of them:

    Number of women directors

    % of total number of directors of each category

    Year 2025

    Year

    2024

    Year

    2023

    Year

    2022

    Year

    2025

    Year 2024

    Year

    2023

    Year

    2022

    Executive

    0.00

    0.00

    0.00

    0.00

    Proprietary

    2

    2

    2

    2

    40.00

    40.00

    40.00

    33.33

    Number of women directors

    % of total number of directors of each category

    Year 2025

    Year

    2024

    Year

    2023

    Year

    2022

    Year

    2025

    Year

    2024

    Year

    2023

    Year

    2022

    Independent

    0.00

    0.00

    0.00

    0.00

    Other External

    0.00

    0.00

    0.00

    0.00

    Total

    2

    2

    2

    2

    40.00

    40.00

    40.00

    33.33

  3. Indicate whether the company has diversity policies in relation to the board of directors of the company regarding such matters as age, gender, disability or professional training and experience. Small and medium enterprises, in accordance with the definition provided in the Accounts Audit Act, shall report at least their established policy on gender diversity.

    [ ] Yes

    [ ] No

    [V] Partial policies

    If the answer is yes, describe these diversity policies, their objectives, the measures and ways of implementation and their results over the year. Indicate also the specific measures taken by the board of directors and the appointment and remuneration committee in order to attain a balanced and diverse presence of directors.

    If the company does not apply a diversity policy, explain the reasons why not.

    Description of policies, objectives, measures and ways of implementation, and the results attained

    The Board of Directors of Audax Renovables, S.A. is committed to the importance of achieving an equilibrated presence of women and men. For years the Company has been striving to achieve this equilibrated presence, and therefore, in 2021 the general meeting of shareholders of the Company appointed Ms Ana Isabel López Porta and Ms María Rosa González Sans as directors, renewing their term in 2025. Moreover, the non-member secretary is also a woman. Although in 2023 the Company achieved the goal of female members making up 40% of the board of directors, the Company constantly improves its diversity policy in relation to the board of directors.

  4. Describe the measures, if any, adopted by the appointments committee to ensure that the selection procedures are not affected by an implicit bias that prevents female directors from being selected and that the company purposefully seeks and includes among potential candidates women who meet the professional profile, making it possible to attain an equilibrated presence of women and men. Also indicate whether one of those measures is designed to encourage the company to achieve a significant number of female senior managers:

    Explanation of the measures

    As outlined in the previous section, for many years now the Company (and the Appointments and Remunerations Committee in particular) has been making efforts towards including women into the Board of Directors, following the recommendations of the Unified Code of Conduct and Good Governance of Listed Companies and also in line with the current reality of the Company's management team.

    Therefore, on 21 April 2021 Ms Ana Isabel López Porta and Ms María Rosa González Sans were appointed directors and their terms were renewed in 2025.

    When, even after the measures have been adopted, the number of female directors or senior managers is scarce or null, explain the reasons:

    Explanation of the reasons

N/A.

  1. Describe the conclusions of the appointments committee regarding the verification of compliance with the policy designed to favour an appropriate composition of the board of directors.

    The goal of the year 2025 regarding the number of women directors has been fully accomplished. The current number of women directors of the company comprises 40% of the total number of directors.

  2. Explain, when applicable, the reasons why proprietary directors have been appointed at the request of shareholders who hold less than 3% of the share capital:

    Name or company name of the shareholder

    Reasons

    No data

    Indicate whether formal requests have been rejected for board representation from shareholders whose shareholding is equal to or greater than that of other shareholders at whose request proprietary directors were appointed. If so, explain the reasons for the denial:

    [ ] Yes

    [ V ] No

  3. Indicate whether there are powers delegated by the board of directors to directors or committees of the board, including those related to the possibility of issuing or repurchasing shares:

    Name or company name of the director or committee

    Short description

    FRANCISCO JOSÉ ELÍAS

    NAVARRO

    General powers.

    MARÍA ROSA GONZÁLEZ SANS

    Powers which do not include the possibility of issuing or repurchasing shares individually.

    ANA ISABEL LÓPEZ PORTA

    Powers which do not include the possibility of issuing or repurchasing shares individually.

  4. Identify any members of the board who are also directors, representatives or officers in other companies within the group to which the listed company belongs:

    Name or company name of the director

    Company name of the group entity

    Position

    Do they have executive duties?

    Ms ANA ISABEL LÓPEZ

    PORTA

    PARQUE EÓLICO TOABRÉ,

    S.A.

    Member of the board

    NO

    Name or company name of the director

    Company name of the group entity

    Position

    Do they have executive duties?

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX ENERGIA, S.R.L.

    Chairman of the Board of

    Directors

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX ENERGIE, GMBH

    Chairman of the Board of

    Directors

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    GREEN SHOW, LDA

    MANAGER

    NO

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    CLEVER ROAD, LDA

    MANAGER

    NO

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ADX FOTOVOLTAICO - SOLAR DA LUZ, LDA

    MANAGER

    NO

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    ADX FOTOVOLTAICO - SOLAR

    DO CEU, LDA

    MANAGER

    NO

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX ENERGIA SP. Z O.O.

    Chairman of the Board of

    Directors

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    EÓLICA POSTOLIN SP

    Sole Shareholder's Representative

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    UNIELÉCTRICA ENERGÍA,

    S.A.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AZNALCOLLAR SOLAR, S.A.

    Sole Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ENERGÍA ECOLÓGICA ECONÓMICA, S.L..

    Chairman of the Board of Directors

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    PASIÓN ENERGÍA, S.L.

    Chairman of the Board of

    Directors

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    TARAKONA SOLAR

    INVERSIÓN, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ADX SONNE, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    ARIANNA SOLAR, S.L.

    Chairmen of the Board

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    HOMEPOWER ENERGY, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    ADS ENERGY 8.0., S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV IV, S.L.U.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV VI, S.L.

    Sole Director

    YES

    Name or company name of the director

    Company name of the group entity

    Position

    Do they have executive duties?

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV IX, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV X, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV VII, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV XXV,

    S.L.U.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV XXIV, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV XV, S.L.

    Joint Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV XXX, S.L.

    Joint Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV XXXI, S.L.

    Joint Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV XXIX, S.L.

    Joint Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV XXVIII,

    S.L.

    Joint Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV XXVII, S.L.

    Joint Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV XXVI, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    MASQLUZ 2020, S.L.

    Natural Person representing

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX AGRISOLAR, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    MERFONDA SOLAR, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    SARDA SOLAR, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    JUNO POWER, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    HERA POWER, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    DIANA POWER, S.L.

    Sole Director

    YES

    Name or company name of the director

    Company name of the group entity

    Position

    Do they have executive duties?

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    SOLAR BUAYA

    INVERSIONES, S.L.

    Sole Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    ADX RENOVABLES, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    EXPLOTACIÓN EÓLICA LA PEDRERA, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    ELOGIA CALAÑAS, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ZURVAN GESTIÓN DE PROYECTOS, S.L.

    Sole Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    FIGURAFI POWER, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AQUILES POWER, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ULISES POWER, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    ZEUS POWER, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    ATLAS POWER, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    TOHORA SOLAR INVERSIÓN, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    LAS PIEDRAS SOLAR, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    BOTEY SOLAR, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    COROT ENERGÍA, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    DA VINCI ENERGÍA, S.L.U.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    CORINTO SOLAR, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    CENTAURO ENERGÍA

    SOLAR, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    EÓLICA DEL PINO, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    EÓLICA EL PEDREGOSO, S.L.

    Representative under 143 RRM of Sole Director

    YES

    Name or company name of the director

    Company name of the group entity

    Position

    Do they have executive duties?

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV ITALIA 1,

    SRL

    Sole Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV ITALIA 2,

    SRL

    Sole Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV ITALIA 5, SRL

    Sole Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV ITALIA 4,

    SRL

    Sole Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV ITALIA 3, SRL

    Sole Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    AUDAX SOLAR SPV ITALIA 6,

    SRL

    Sole Director

    NO

    Ms MARÍA ROSA GONZÁLEZ

    SANS

    AUDAX ENERGÍA, S.R.L.

    Member of the board

    NO

    Ms MARÍA ROSA GONZÁLEZ SANS

    ENERGÍA ECOLÓGICA ECONÓMICA, S.L.

    Member of the board

    NO

    Ms MARÍA ROSA GONZÁLEZ

    SANS

    PASIÓN ENERGÍA, S.L.

    Member of the board

    NO

    Ms MARÍA ROSA GONZÁLEZ

    SANS

    Neon Energía Eficiente S.L.

    Member of the board

    NO

    Ms MARÍA ROSA GONZÁLEZ SANS

    Comercializadora ADI España S.L.

    Member of the board

    NO

    Ms MARÍA ROSA GONZÁLEZ

    SANS

    LOVE ENERGY, S.L.

    Member of the board

    NO

    Ms MARÍA ROSA GONZÁLEZ

    SANS

    Audax Solutions, S.R.L.

    Sole Director

    YES

    Ms MARÍA ROSA GONZÁLEZ SANS

    Audax Renewables Nederland, B.V

    Non-executive Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    POWER TELCO SERVICES,

    S.L.

    Natural Person representing

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    SPG GESTORA YECHAR, S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    LIMAGO ENERGÍA SOLAR,

    S.L.

    Sole Director

    YES

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    Audax Renewables

    Nederland, B.V

    Non-executive Director

    NO

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    IRIS ENERGÍA EFICIENTE, SA

    Natural Person representing Sole Director

    YES

    Name or company name of the director

    Company name of the group entity

    Position

    Do they have executive duties?

    Mr FRANCISCO JOSÉ ELÍAS

    NAVARRO

    VIVO ENERGÍA FUTURA, S.A.

    Natural Person representing

    Sole Director

    YES

  5. Specify the positions of member of the board, director, or their representative, held by the directors or representatives of directors - members of the board of the company in other entities, whether listed or not:

    Member of the board or representative

    Company name of the entity, listed or not

    Position

    Mr RAMIRO MARTÍNEZ-PARDO DEL

    VALLE

    Desarrollos Especiales de Sistemas de

    Anclaje, S.A.

    MEMBER OF THE BOARD

    Mr RAMIRO MARTÍNEZ-PARDO DEL VALLE

    Solventis SGIIC: Chairman of the Board of Directors

    CHAIRMAN

    Mr RAMIRO MARTÍNEZ-PARDO DEL

    VALLE

    Laboratorios Reig Jofré, S.A.

    MEMBER OF THE BOARD

    Mr RAMIRO MARTÍNEZ-PARDO DEL

    VALLE

    Anima ventures, S.L.

    MEMBER OF THE BOARD

    Ms ANA ISABEL LÓPEZ PORTA

    GRUPO EZENTIS, S.A.

    MANAGING DIRECTOR

    Ms ANA ISABEL LÓPEZ PORTA

    ATELCO SOLUCIONES, S.A.

    NON-MEMBER SECRETARY

    Ms ANA ISABEL LÓPEZ PORTA

    ATRYS HEALTH, S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Civilon S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Im Long Only Private Equity S.C.R.

    S.A.U.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready, S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Prestige Inversiones, SIL, S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    AB Biotics, S.A.,

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Asset Management S.G.E.I.C. S.A.U,

    MANAGING DIRECTOR

    Mr JOSEP MARIA ECHARRI TORRES

    Parlem Telecom Companyia de

    Telecomunicacions S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Civilón bi, S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready First Capital II S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Venture Finance II S.C.R. Pyme S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Evergreen S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Health Tech & Energy Infrastructures I Parallel F.C.R.E. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Innvierte Convertible Tech Notes

    I S.C.R. S.A.

    MEMBER OF THE BOARD

    Member of the board or representative

    Company name of the entity, listed or not

    Position

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Innvierte Private Equity II, S.A.U.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Biotech IV S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Gaea Inversión S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Atrys Health, S.A,

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Natac Natural Ingredients, S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Convertible Finance Capital

    S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Biotech III S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready First Capital III S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Biotech III Parallel S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Wealth Management S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Copérnico Connections Iberia S.L.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Copérnico Aggregator S.L.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Capital Company S.L.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    The Nimo's Holding, S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready GP Holding S.C.R. S.A.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Star Property Management S.L.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Villa Andrea Properties S.L.

    MEMBER OF THE BOARD

    Mr JOSEP MARIA ECHARRI TORRES

    Inveready Innovation Consulting S.L.

    MEMBER OF THE BOARD

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    PENTÁGONO ENGENHARIA DE

    SEGURANZA PORTUGAL

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    HEALTHLINE FOODS, S.A.

    CHAIRMAN

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    SKYKNIGHT HELICOPTERS, S.A.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AGRO WATER ALMONDS, S.A.

    CHAIRMAN

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    GRUPO EZENTIS, S.A.

    CHAIRMAN

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    MONTIER, S.A.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    LA SIRENA ALIMENTACIÓN

    CONGELADA, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ATELCO SOLUCIONES, S.A.

    DEPUTY CHAIRMAN

    Member of the board or representative

    Company name of the entity, listed or not

    Position

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ATRYS HEALTH, S.A.

    MEMBER OF THE BOARD

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    JEN CONSTRUCCIONES RENOVABLES,

    S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX HOME, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ELIAS CORP, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    GRUPO INDABAL, S.L.

    JOINT AND SEVERAL DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    SVENDBORG PV VII, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    MERKAMONTGAT, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    INICIATIVAS ELECTRICAS Y DE CONTROL, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ASPY RENTA VITALICIA, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    THE ENERGY HOUSE GROUP, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    BADINSA INSTALACIONES, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ORUS PROPERTIES, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ELECTRICA NURIEL, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    EXCELSIOR TIMES, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX GREEN, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    MOVITERRES DEL CADÍ, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ARCO NOVA INVEX, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    BAGAX2018, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV I, S.L.

    SOLE DIRECTOR

    Member of the board or representative

    Company name of the entity, listed or not

    Position

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    ROCIO SERVICIOS FOTOVOLTAICOS,

    S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    COLEVANDA, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    TERMEL COGENERACIÓN, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV III, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV XI, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV V, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV XX, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV XVIII, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV XIV, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AUDAX SOLAR SPV XIII, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    BLV DIGITAL ZONE, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    HOLISTIC GREEN ENEGY, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    NIMACH PROPERTIES, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    NATUR LOVE 2024, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    AWA SEGRE, S.L.

    MEMBER OF THE BOARD

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    CENTAURAX EMPRESARIAL 21, S.L.

    SOLE DIRECTOR

    Ms MARÍA ROSA GONZÁLEZ SANS

    AGRO WATER ALMONDS, S.A.

    MEMBER OF THE BOARD

    Ms MARÍA ROSA GONZÁLEZ SANS

    AWA SEGRE, S.L.

    MEMBER OF THE BOARD

    Mr RAMIRO MARTÍNEZ-PARDO DEL

    VALLE

    Grupo Ezentis, S.A.

    MEMBER OF THE BOARD

    Ms ANA ISABEL LÓPEZ PORTA

    EDA Instalaciones y Energía, S.L.

    MEMBER OF THE BOARD

    Ms ANA ISABEL LÓPEZ PORTA

    Elías Equipamientos Ganaderos, S.L.

    MEMBER OF THE BOARD

    Member of the board or representative

    Company name of the entity, listed or not

    Position

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    E22 SERVICIOS INTEGRALES DE

    INSTALACIONES, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    Soy tu voz S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    PENTÁGONO INGENIERIA, S.L.

    SOLE DIRECTOR

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    EDA Instalaciones y Energía, S.L.

    CHAIRMAN

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    Elías Equipamientos Ganaderos, S.L.

    CHAIRMAN

    Indicate, if applicable, other remunerated activities of the members of the board or their representatives, whichever the nature of such activities, other than the indicated in the above table.

    Member of the board or representative

    Other remunerated activities

    Ms ANA ISABEL LÓPEZ PORTA

    Director of the Generation area of Audax Renovables, S.A. (until 31 March 2025) |Managing Director of Grupo Ezentis, S.A. | Member of the Audit and Compliance Committee of Grupo Ezentis, S.A. (until her appointment as managing director of Grupo Ezentis, S.A.) | Member of the Audit Committee and Appointments and Remuneration Committee of Atrys Health, S.A.

    Mr FRANCISCO JOSÉ ELÍAS NAVARRO

    CEO of Grupo Empresarial Excelsior Times, S.L.U.

    Ms MARÍA ROSA GONZÁLEZ SANS

    Corporate Manager of Grupo Empresarial Excelsior Times, S. L. | Optimisation and Improvement Manager of Atrys Health, S.A. as well as Prevention Managing Director of ASPY Prevención.

  6. State and, if applicable, explain whether the company has established rules on the maximum number of company boards on which its directors may hold seats and, if so, indicate where it is regulated:

    [ ] Yes

    [ V ] No

  7. Indicate the amounts of the following items comprising total remuneration of the board:

    Remuneration accrued for the year by the board of directors (EUR thousands)

    626

    Cumulative amounts accrued by current directors in long-term saving schemes with vested economic rights (EUR

    thousands)

    Cumulative amounts accrued by current directors in long-term saving schemes with non-vested economic rights

    (EUR thousands)

    Cumulative amounts accrued by former directors in long-term saving schemes (EUR thousands)

  8. Identify senior management members who are not executive directors and indicate the total remuneration accrued by them throughout the year:

    Name or company name

    Position/s

    Mr JAVIER CASTAÑO CRUZ

    GROUP CHIEF INTERNAL AUDITOR

    Mr ÓSCAR SANTOS JUVÉ

    GENERAL MANAGER

    Ms AINHOA BURGOS MARIÑO

    SUSTAINABILITY MANAGER

    Number of women in senior management

    1

    Percentage of the total number of members of senior management

    33.33

    Total remuneration of senior management (EUR thousands)

    606

  9. Indicate whether any amendment has been made to the regulations of the board during the year: [ ] Yes

    [ V ] No

  10. Indicate the procedures for the selection, appointment, re-election and removal of directors. Provide details of the competent bodies, the procedures to be followed and the criteria applicable in each procedure.

    In this respect, the Regulations of the Board of Directors establish the following:

    Article 10.- Appointment and disqualification

    The General Meeting of Shareholders or, if applicable, the Board of Directors, will be the bodies competent to designate its members, in compliance with the legal and internal regulations.

    The proposals for appointment of Directors submitted by the Board of Directors to the consideration of the General Shareholders' Meeting and the resolutions for appointments adopted by the Board by virtue of the co-optation authority legally granted thereto must first be proposed by the Appointments and Remuneration Committee, when independent Directors are involved, and the Board of Directors itself, in other cases.

    In any case, the proposal shall be accompanied by a justifying report to the Board about the competence, experience and merits of the nominee proposed, which will be attached to the minutes of the General Meeting or of the Board. Furthermore, the proposal for appointment or reappointment of any non-independent directors must be preceded, moreover, of a report of the Appointments and Remuneration Committee. The provisions of this paragraph shall also apply to natural persons who are designated representatives of a legal entity counsellor. The proposal must be included into the report of the Appointments and Remuneration Committee.

    The Directors shall observe the legally specified situation of disqualification. Article 11.- Term of office

    The Directors shall hold office for the term stated in the Articles of Association and may be reappointed according to the provisions of the Articles of Association.

    The Directors appointed by co-optation shall hold office until the date of the first General Shareholders' Meeting held, which shall ratify the appointments or appoint the persons that must replace the Directors that are not ratified, unless it is decided to eliminate the vacancies.

    Article 12.- Dismissal

    The Directors shall step down from office once the period has elapsed for which they were appointed and in any other cases stipulated by law or the Articles of Association. In any circumstances, they may make their office available to the Board of Directors and formalise their relevant dismissal in the following cases:

    1. When they step down from executive posts to which their appointment as Director is related. The independent Directors, when they have held office for twelve (12) years.

    2. When they are involved in any of the legally specified situations of disqualification or prohibition.

    3. When they are accused of an allegedly criminal act or are subject to a disciplinary sanction due to a serious or very serious infringement investigated by the supervisory authorities.

    4. When their offices on the Board of Directors jeopardise the Company's interests and when there are no longer any reasons for them to be appointed to such post. It shall be

      deemed that this situation arises for an external shareholder Director when all tis shares owned or interests represented have been assigned and when the reduction of the shareholding requires a reduction of the number of its proprietary Directors.

    5. When significant changes take place in the professional situation or conditions by virtue of which they have been appointed as Directors.

    6. When, due to events caused by a director, their remaining as member of the Board would cause serious harm to the Company's assets or reputation, while having the duty to inform the Board of any criminal case in which they appear under investigation, as well as of the course of the proceedings.

    The moment a director is indicted or tried for any of the offences set forth in corporate law, the board should open an investigation and, taking into account the particularities of the case, decide whether or not the director should be called on to resign. Should such circumstance occur, the board of directors shall give a reasoned account of it in the annual corporate governance report.

  11. Explain to what extent the annual evaluation of the board of directors has brought about significant changes in the internal organisation of the board and the procedures applicable to its activities:

    Description of the changes

The annual evaluation of the Board of Directors has served to discover the areas that need to be improved, although the issues were of rather formal nature which did not require significant changes of the internal organisation of the Board nor of the procedures applicable to its activities.

Describe the evaluation process and the assessed areas, conducted by the board of directors with possible assistance of an external advisor, regarding the performance and composition of the board and its committees as well as any other area or aspect subject to evaluation.

Description of the evaluation process and assessed areas

The Board, in collaboration with the non-director Secretary, conducted an evaluation of the organisation and activities, and drew up a report containing their conclusions in this respect. The evaluation concerned, among others, the following matters:

  • Regarding the composition - whether or not the Board fulfils the criteria of independence and qualifications of the Directors, required under internal policies.

  • Regarding the evaluation of actions and conducting the session - whether the Board was called correctly and efficiently, systematically, with sufficient notice and proper notification.

  • Regarding the participation in sessions, involvement and active collaboration of all the directors during the fiscal year - whether or not the following occurred:

    1. debates and frequent speeches from the directors;

    2. systematic participation of all the directors, and

    3. effective involvement.

  • Analysis of actions and collaborations with the Audit Committee and the Appointments and Remuneration Committee.

  • Actions conducted by the Board (in particular, the company's strategy, business analysis, risk control, internal control over financial reporting, etc.).

  • Actions conducted by the Chairman of the Board.

  1. Specify, in those years in which the external advisor participated in the evaluation, the business relationships of the external advisor or any company of their group with the company or any company of its group.

N/A.

C.119 Indicate the circumstances in which directors must resign.

As stated in section C.1.16 of this report, the directors must place their position at the disposal of the board and formalise the resignation in the following circumstances:

  1. When they step down from executive posts to which their appointment as Director is related. The independent Directors, when they have held office for twelve (12) years.

  2. When they are involved in any of the legally specified situations of disqualification or prohibition.

  3. When they are accused of an allegedly criminal act or are subject to a disciplinary sanction due to a serious or very serious infringement investigated by the supervisory authorities.

  4. When their offices on the Board of Directors jeopardise the Company's interests and when there are no longer any reasons for them to be appointed to such post. It shall be deemed

    that this situation arises for an external shareholder Director when all tis shares owned or interests represented have been assigned and when the reduction of the shareholding requires a reduction of the number of its proprietary Directors.

  5. When significant changes take place in the professional situation or conditions by virtue of which they have been appointed as Directors.

  6. When, due to events caused by a director, their remaining as member of the Board would cause serious harm to the Company's assets or reputation, while having the duty to inform the Board of any criminal case in which they appear under investigation, as well as the course of the proceedings.

  1. Are qualified majorities other than those legally established required for any type of decision?: [ ] Yes

    [ V ] No

    If applicable, describe the differences .

  2. Indicate whether there are specific requirements other than those relating to directors in order to be appointed as chairman of the board:

    [ ] Yes

    [ V ] No

  3. Indicate whether the articles of association or the board regulations establish any age limit for directors: [ ] Yes

    [ V ] No

  4. Indicate whether the articles of association or the board regulations establish a limit for the term of officer or other stricter requirements additional to those established by law for the independent directors:

    [ ] Yes

    [ V ] No

  5. Indicate whether the articles of association or the board regulations establish specific rules for delegating to other directors the rights to vote at the board meetings, how they are to be delegated and, particularly, the maximum number of delegations that a director may have, as well as if there is a limit established as to the categories subject to delegation, beyond the limits established by law. If so, briefly describe the rules.

    In conformity with article 9 of the Regulations of the Board of Directors, the meeting of the Board is validly constituted when the majority of its members are present or represented thereat, and also, without the need for a prior call, when all its members are present and unanimously decide to constitute a meeting of the Board. Written ballots without a meeting shall only be permitted when no Director opposes such a procedure.

    The power of representation to attend the meetings of the Board shall only be conferred upon another Director, and must be made expressly for each meeting, however non-executive directors can only appoint another non-executive as their representative. Whosoever represents the Chairman shall preside over the meeting in the absence of the Deputy Chairman, and shall not have the right to cast the deciding vote.

    Each Director present or represented shall have the right to one vote.

  6. Indicate the number of meetings that the board of directors has held over the year. Also indicate, where applicable, how many times the board has met without the chairman being present. When calculating the number,

    representations made with specific instructions shall be considered.

    Number of meetings of the board

    10

    Number of board meetings without the

    attendance of the chairman

    0

    Indicate the number of meetings held by the coordinating director with the other directors, where there was neither attendance nor representations of any executive director:

    Number of meetings

    2

    Indicate the number of meetings held by the board committees over the year:

    Number of meetings of the Audit Committee

    11

    Number of meetings of the

    Appointments and Remuneration Committee

    3

  7. Indicate the number of meetings held by the board of directors during the year and provide information on member attendance:

Number of meetings with the in-person attendance of at least 80% of directors

10

% of in-person attendance over the total number of votes during the year

100.00

Number of meetings with the in-person attendance or proxies with specific instructions, of all directors

10

% of votes issued with in-person attendance and proxies with specific instructions, over the total number of

votes during the year

100.00

/ 82

Earlier from Audax Renovables Sa

All Audax Renovables Sa news releases