2025 ANNUAL REPORT ON THE DIRECTORS' REMUNERATION COLONIAL SFL SOCIMI, S.A.
INTRODUCTION
This Annual Report on the Directors' Remuneration (the "Report") includes the Directors' Remuneration Policy of COLONIAL SFL SOCIMI, S.A., (hereinafter referred to either as "Colonial SFL", the "Company" and, along with its subsidiaries, as the "Group") to be applied in the current financial year 2026, and the one applied in the financial year 2025, approved by the General Shareholders' Meeting held on 15 June 2023.
This Report has been drawn up in a freely designed format in accordance with the regulatory authorisation contained in Circular 4/2013, although its contents observe the minimum standards established in the applicable regulations and is accompanied by the standard statistical Appendix.
Colonial SFL's Board of Directors approved at its meeting of 26 February 2026, according to a proposal submitted by the Nomination and Remuneration Committee (hereinafter referred to either as the "Nomination and Remuneration Committee" or the "Committee" or the "NRC") and in accordance with applicable regulations, the present Report corresponding to the financial year 2025. It will be submitted to the next Ordinary General Shareholders' Meeting, as a separate item on the agenda, for an advisory vote.
SECTIONS PAGE- LETTER FROM THE CHAIR OF THE NOMINATION AND REMUNERATION COMMITTEE 2
- REMUNERATION AT A GLANCE 4
- 2026 REMUNERATION POLICY 6
- 2025 REMUNERATION 12 17
- CONSISTENCY WITH THE COMPANY'S STRATEGY, INTERESTS AND SUSTAINABILITY IN THE LONGTERM 18
- COMPANY PROCEDURES AND BODIES INVOLVED IN DETERMINING, APPROVING AND APPLYING THE REMUNERATION POLICY AND ITS TERMS AND CONDITIONS
LISTED COMPANIES (Circular 3/2021, of September 28, of the CNMV)
Dear stakeholders,
I am pleased to address you as Chair of Colonial SFL's Nomination and Remuneration Committee, to present the Annual Report on Directors' Remuneration for the financial year 2025.
This Report includes the Directors' Remuneration Policy1 for the current financial year 2026 (hereinafter referred to as either the "Policy" or the "Remuneration Policy"), and that applied for the closed financial year 2025.
The 2025 General Shareholders' Meeting
The General Shareholders' Meeting held in 2025 approved the Annual Report on the Directors' Remuneration for the financial year 2024 (advisory vote) and the modification of the Long-Term Incentive Plan (adjustment of the maximum number of shares to be delivered) with 96.05% and 96.78% of votes in favour, respectively.
In 2025, Colonial SFL as part of the regular consultation process with proxy advisors and institutional shareholders, held several contacts and meetings with the aim of actively listening to their comments and suggestions on the Annual Report on Directors' Remuneration. During this process, the main recommendations focused on the degree of transparency of the variable compensation performance scales (ex-ante), particularly the multi-year remuneration. Transparency is a core principles of the Remuneration Policy and, therefore, once the performance period for each cycle of the Plan has ended, the NRC conducts an assessment in the first quarter of the following year, evaluating the achievement of each metric and the Plan as a whole, based on the information provided by the Company, and proposes the payouts associated with each metric's achievement, according to the performance scales established in the Plan. All of this is disclosed in the Annual Report on Directors' Remuneration.
Outcomes and remuneration accrued in 2025 by the Chief Executive Officer ("CEO")
The 2025 results reflect the strength of Colonial SFL's business model. Strong leasing momentum, driven by the quality of the portfolio and the diversification of activity across all geographies, combined with progress in pipeline execution and a commitment to urban transformation. These drivers consolidate Colonial SFL's growth and reinforce its leadership in the main European markets.
Specifically, in 2025, the increase in recurring net profit per share was
+1.8%, consolidating a three-year compound annual growth rate of +2.6%. This excellent result is explained by strong sustained revenue growth, driven by rental income growth (+4.7% like for like), particularly within the Paris portfolio, placing it among the highest in Europe, and further supported by project deliveries and a strong pricing strategy. Asset sales in the last three financial years have been carried out at a premium of +0.9% over their appraised value.
In terms of sustainability, Colonial SFL maintains its leading position, achieving top scores in various ESG ratings. According to Sustainalytics, Colonial SFL ranks as the leading company within the Ibex-35, with a score of 6 points, which places it in the top 0.2% of companies analysed globally. Colonial SFL has also received a 5-Star rating from GRESB and is recognized as one of the "Global Sector Leaders Listed". Furthermore, Colonial SFL has remained on CDP's "A List" for the fifth consecutive year, consolidating its position as one of the leading companies in sustainability at international level.
The total shareholder return (TSR) of Colonial SFL in 2025 has been
+11.4% (2025 share appreciation + dividend paid) and 4.1% in terms of Net Tangible Asset (NTA appreciation + dividend paid).
Based on the previous results:
The annual bonus of the CEO generated in 2025 financial year amounts to €888,274, equivalent to 111% of his base salary and 83% of the maximum annual bonus. This result considers an individual performance evaluation of the Chief Executive Officer of 110% of the target.
In 2025, the CEO strong leadership stands out, particularly in the areas of team management and cohesion, an aspect that became clearly evident after the merger with the French subsidiary Société Foncière Lyonnaise ("SFL"). The Board of Directors assessed his performance as exceptional, highlighting his ability to combine strategic ambition with excellence in execution and people leadership, laying the foundation for solid and sustained growth over time. Under his leadership, the Company achieved positive results in the financial, operational, and sustainability areas, with significant improvements in key performance indicators. During 2025, Colonial SFL successfully executed relevant strategic milestones, including: (i) the completion of two strategic projects in 2025, one of which is of high institutional importance in France; (ii) the formalization of an alliance with Stoneshield Capital to create a pan-European platform specialising in Science and Innovation assets, which promotes the urban transformation strategy and diversification towards high-growth sectors, combining financial profitability with strategic impact; (iii) the approval of the merger with the French subsidiary SFL, which has allowed the consolidation of a single leading pan-European real estate platform in the prime segment. As a result, the Company presents an attractive sustainable growth profile, supported by a portfolio of top-quality assets, new developments and strategic initiatives, along with a capital allocation geared towards taking advantage of the recovery in the European real estate cycle.
The amount equivalent to the target annual bonus (800,000 euros) is paid in cash in 2026. The excess is deferred in shares (16,911 shares) and its effective delivery will be made in 2027, subject to the CEO remaining at Colonial SFL.
The incentive accrued by the CEO in 2025, corresponding to the third cycle (2023-2025) of the Long-Term Incentive Plan, amounts to 197,398 shares (including shares corresponding to dividend equivalents), equivalent to 52.5% of the maximum incentive. This result demonstrates the flexibility of the variable remuneration and the alignment between shareholders' experience and the CEO's remuneration.
The Remuneration Policy in 2026
In 2023, with a view to proposing the Remuneration Policy for the period 2024-2026, the Colonial SFL's NRC carried out an in-depth analysis of all the remuneration elements of the CEO, as well as of the Directors in their capacity as such.
During the years that the Policy has been in force, it has been reviewed to ensure it continues to comply with the recommendations of main shareholders, proxy advisors, and best practices in the European real estate sector. Based on this, the remuneration approach established for 2026 is consistent with that of the previous year and there are no exceptions to the current 2024-2026 Remuneration Policy. As a new feature, metrics related to Colonial SFL's growth strategy for the coming years are introduced into the annual and multi-year variable remuneration.
Links to the Remuneration Policy:
2024-2026 Policy: https://www.colonial-sfl.com/sites/default/files/uploaded-files/2023-05/21.-COL_JGO%202023_Directors%E2%80%99%20remuneration%20from%202024% 20%20to%202026_ENTR_1.pdf
The 2026 General Shareholders' Meeting
The Board of Directors plans to submit the following proposals relating to Board remuneration for approval at the next General Shareholders' Meeting in 2026 as separate items on the Agenda:
This Report, which includes a final section (Appendix II) with the Statistics of the Annual Report on Directors' Remuneration, fulfilled according to the provisions in Circular 3/2021, of September 28, of the CNMV.
The Directors' Remuneration Policy for the period 2027-2029. This Policy will be a continuation of the current one, approved at the 2023 General Shareholders' Meeting, maintaining the basic principles that guide the Company's remuneration decisions, the remuneration structure, and the criteria for alignment with the Company's interests and long-term sustainability. For its proposal, various analyses of internal equity, external competitiveness, market practice and the recommendations of the main shareholders and proxy advisors have been evaluated. Details of the analyses considered will be included in the NRC's explanatory report on the Policy.
A new Long-Term Incentive Plan, starting in 2027, aimed at key employees of Colonial SFL, including the CEO, and which is a continuation of the Plan in force in 2026.
I would like to conclude by thanking the members of the Committee for their dedication and contribution. Finally, I would like to thank the recommendations and suggestions received from our shareholders and proxy advisors in our ongoing consultation process, as well as the commitment and support of all those who have collaborated with this Committee.
Signed: Ana Bolado Valle
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FEATURES OF THE CHIEF EXECUTIVE OFFICER's REMUNERATION:
TARGET
ACCRUED
2026
Changes compared with 2025
2025
Fixed remuneration
Base salary
€800,000.
€800,000.
Social welfare plan
15% of the base salary.
No changes.
€120,000.
Remuneration in kind
Maximum amount: €90,000.
€53,769.
Annual bonus
Opportunity:
2026 Metrics:
(ii) reduction of carbon emissions (intensity ratio).
Possible deferral of part of the payment of the annual bonus that exceeds the target incentive.
Opportunity: The modification of the weights (detailed below) reduces the maximum opportunity from 133.75% to 132.5%.
Metrics:
Deferral: No changes
Payout level: €888,274 (111% of base salary and 83% of maximum annual bonus).
Of the total amount, €800,000 (equivalent to the target annual bonus) is paid in cash in 2026. The excess is deferred in shares (16,911 shares calculated at a share price of €5.22*) and its effective delivery will take place in 2027, subject to the CEO remaining in the Colonial SFL.
The CEO will be entitled to receive in the same date of delivery of the deferred shares an amount in cash equivalent to the dividends generated on the deferred shares during the deferral period
Details on page 14
* Weighted average share price for the 20 sessions after 15 January 2026 (inclusive).
Long-term incentive plan
Opportunity:
2026-2028 LTI metrics:
Performance period: 3 years.
Holding period: 1 year.
Opportunity: No changes.
Metrics: The weight of the NTA metric has been reduced by 10% to introduce a metric focused on strategic growth priorities. The relative NTA metric has been removed due to the difficulty of obtaining complete information for its evaluation at the time of this Report's publication.
Instruments, performance period and holding period: No changes.
Payout level: 197,398 shares, including shares corresponding to dividend equivalents (52.5% of maximum incentive). This is equivalent to €1,030,418 (45,8% of maximum grant value at the beginning of the 2023-2025 LTI, calculated at a share price of €5.22*).
Details on page 15
* Weighted average share price for the 20 sessions after 15 January 2026 (inclusive).
Shareholding requirement
2 years of base salary (achieved).
No changes.
~4 times base salary in 2025
Annual target incentive: 100% of base salary.
Maximum annual incentive: 132.5% of annual target incentive (150% for earning per share, linked to shareholder value creation and 125% for the other metrics).
80% Economic-financial and shareholder value creation:
25% Net rental income.
30% Adjusted earnings per share.
15% Net Debt/EBITDA
10% Progress of key growth projects.
20% Non-financial:
10% ESG objectives: (i) maintain excellence in the rating (3/3) of the following indices: GRESB "5 star", CDP "A" and Sustainalytics Risk "negligible rating";
10% Evaluation of individual performance, focused on: successful execution of post-merger integration, strategic positioning and promotion of best practices in governance, risk control and reputation.
The weight of net rental income and adjusted earnings per share is reduced by 5% to introduce a metric focused on strategic growth priorities.
The Loan to Value metric is replaced by Net Debt/EBITDA, in line with industry practice.
Target incentive: 200% of base salary.
Maximum incentive (share price at grant, excluding the evolution of the share price): 150% of target incentive (200% for the Total Shareholder Return metrics and 150% for the other metrics).
45% Total Shareholder Return (TSR): 30% absolute TSR and 15% relative TSR vs. a peer group (7 sectorial companies).
15% Net tangible assets (NTA)/share.
20% Cumulated earnings per share.
10% Generation of a diversified volume of assets under management (AUM) in the period 2026-2028.
10% Reduction of carbon emissions (intensity ratio). Instruments: 100% shares.
2026 TARGET GENERATED AND ACCRUED IN 2025
Generated
33,7%
30,7%
35,6%
€2,892,461
Accrued
34,70%
28,50%
36,70%
€2,804,187
Fixed remuneration
Annual bonus
Long-term incentive
* The "Fixed elements" include fixed remuneration and the social welfare plan. In addition, the CEO may receive other benefits (remuneration in kind) up to a maximum amount of 90,000 euros.
The fixed remuneration include the base salary (800,000 euros), the contribution to the social welfare plan (120,000 euros) and the amount of remuneration in kind (53,769 euros).
Potential equity-based
remuneration (>60%)
Maximum
21%
24% 55%
Equity-based remuneration (48%)
Target
28%
24%
48%
Remuneration linked to performance (72%)
Minimum
100%
Fixed remuneration *
Annual bonus
Long-term incentive
In accordance with the instructions of Circular 3/2021, of September 28, of the CNMV the contribution made to the social welfare system is considered non-consolidated and is included in the tables of Statistical Appendix II of the Annual Report on Directors' Remuneration of listed companies as a long-term savings systems with non-consolidated economic rights. Therefore, the total remuneration accrued in 2025 included in table C.1.c), of Statistical Appendix II amounts to 2,684,187 euros.
The annual bonus includes the amount accrued in cash for the 2025 results (800,000 euros), equivalent to the target annual bonus. The excess generated (16,911 shares) is deferred for one year, subject to the CEO remaining in the Colonial SFL.
The long-term incentive includes 197,398 shares valued at 5.22 euros.
Process for determining the Chief Executive Officer's Remuneration Policy in 2026The approach is the same as in 2025, given that the NRC carried out an in-depth analysis of all remuneration elements, both in terms of amount and pay mix, for the preparation of the 2024-2026 Remuneration Policy. The main improvements have been mentioned in the letter from the NRC Chair. We refer to it to avoid repetition.
Member
Chair
Fixed remuneration
Attendance fees
Fixed remuneration
Attendance fees
Board of Directors
€50,000
€5,000
€500,000
€7,500
Executive Committee
€3,000
--
--
--
Nomination and Remuneration Committee
€25,000
€3,000
v50,000
€4,800
Audit and Control Committee
€25,000
€3,000
€50,000
€4,800
Sustainability Committee
€25,000
€3,000
€50,000
€4,800
- FEATURES OF THE REMUNERATION OF THE DIRECTORS IN THEIR CAPACITY AS SUCH:
POLICY | ACCRUED | |||
2026 | Changes compared with 2025 | 2025 | ||
Fixed remuneration and attendance fees | The maximum amount of annual remuneration for all the Directors of Colonial SFL in respect of their membership of the Company's Board of Directors and its Committees is established at 2,700,000 euros. If the number of members of the Board of Directors (13) increases, the above-mentioned maximum amount will be increased by 10% for each new member of the Board of Directors that implies an increase in the number of its members. | No changes. | Total remuneration accrued in 2025 for all items and for all the Directors: 2,531 thousand euros. | |
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OUR REMUNERATION PHILOSOPHY
We believe our remuneration philosophy promotes an equitable and long-term approach to remuneration, including pay-for-performance practices that enables to attract and retain top talent, are responsive to and aligned with shareholders.
Our remuneration philosophy provides the guiding principles that drives remuneration-related decisions across all levels of the Company:
ED
PAY FOR PERFORMANCE
Ensure that the remuneration received by the Executive Director is commensurate with the overall performance of the Company and their individual performance.
In making remuneration-related decisions, the Company focus specifically on risk-adjusted performance and reward behaviours that generate sustained value for the Company. This means that remuneration should not be overly formulaic, rigid or focused on the short-term.
ED
ALIGNMENT WITH STAKEHOLDERS' INTERESTS
Align the interests of our Executive Director with our shareholders by linking a significant portion of total remuneration to our overall financial and operating performance and the creation of long-term shareholder value. At-risk remuneration is also based on the achievement of designated environmental, social and governance (ESG) objectives linked to our sustainability strategy.
Decisions on the remuneration for the Executive Director are made with consideration of the interests of the wider workforce and other stakeholders, as well as taking account of the external climate.
COMPETITIVIDAD
ED
NED
Our long-term success depends on the talent of our employees. Our remuneration philosophy plays a significant role in our ability to attract, properly motivate and retain top talent.
Market-competitive total remuneration with an appropriate balance of reward and upside opportunity allows us to attract and retain the best talent.
Decisions on the design of the Remuneration Policy takes into consideration the remuneration practices of peer companies based on an objective set of criteria.
ED
NED
TRANSPARENCY
Transparency to shareholders regarding our Remuneration Policy is important. We disclose material terms of our pay plans and any actions on our part in response to significant events.
ED
NED
Principles applicable to the Executive Director Principles applicable to the Non-Executive Directors
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OUR REMUNERATION PRACTICES BENEFIT OUR SHAREHOLDERS
Our executive Remuneration Policy has strong governance processes that further strengthen our pay-for-performance remuneration philosophy, including the following:
WHAT WE DO
Pay at risk: in a scenario where target objectives are achieved, more than 70% of the total remuneration is linked to performance. In a scenario where maximum objectives are achieved, this proportion is around 80% approximately.
Long-term equity incentive based on a multi-year performance period: in a scenario where target objectives are achieved, almost 50% of the total remuneration is linked to long-term financial and nonfinancial results and is share-based. 50% of the long-term incentive is generated, if applicable, based on achieving objectives linked to creating value for the shareholders. Accrued shares may not be sold until at least one year has elapsed from delivery thereof.
Minimum shareholding policy: the Executive Director is expected to hold Colonial SFL shares worth 2 times his base salary.
Proportionality and risk management: The Remuneration Policy ensures that the Executive Director has a particular interest in generating short- and long-term returns. It also includes provisions to mitigate inappropriate risk-taking, including limits on maximum compensation, the possibility of deferring a portion of the annual variable compensation in shares if the incentive target is exceeded, share retention periods, clawback clauses, multiple metrics, and processes for the Board and management team to identify risks.
Solid processes for stakeholder engagement on remuneration and governance.
Malus and clawback clauses.
Retain external advisors.
WHAT WE DON'T DO
No contracts with guaranteed salary increases or non-performance bonus arrangements.
No hedging, pledging, short sales or derivative transactions in the Company shares received during the retention period.
Non-Executive Directors are not included in the remuneration formulae or systems linked to the individual or Company's performance. They do not participate in any pension plans or any other welfare systems.
No above-market excessive perquisites.
- THE REMUNERATION POLICY FOR THE EXECUTIVE DIRECTOR
On the date this Report was drawn up, Colonial SFL's Chief Executive Officer was the only Director with executive duties
Other benefits
Social welfare system
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Remuneration elements for performing executive duties: fixed elements
Base salary
Purpose
To attract and retain the Executive Director of the calibre required to deliver our strategic goals.
Opportunity
€800,000 in 2026, pursuant to the Remuneration Policy.
Operation
Unlike Non-Executive Directors, the Executive Director does not receive any specific remuneration in respect of his membership of the
Company's Board of Directors or its Committees.
It is fully paid in cash.
Purpose | To provide competitive post-retirement benefits. |
Opportunity | The amount of the annual contribution for the financial year 2026 consists of 15% of the base salary (€120,000). |
Operation | The Executive Director is the beneficiary of a defined contribution welfare scheme covering retirement, disability and death. In the case of termination for just cause, the financial rights are not vested. In all other cases, financial rights will be recognised on the date of termination. In addition, this social welfare system is compatible with any severance package that, if applicable, may correspond. |
Purpose | To provide market-competitive benefits. |
Opportunity | The amount consists of a maximum of €90,000 in the financial year 2026. |
Operation | Benefits include mainly provision of welfare and assistance, which are normal practice in the sector, such as Company car, a life insurance policy, family health, disability and accident medical insurance policy. This is aligned with the benefits policy for senior management. The Executive Director (like Non-Executive Directors and other senior officers at the Company) is beneficiary of a group third-party liability insurance policy underwritten by Colonial SFL that covers liability for the actions and conduct of members of the Board of Directors and executives of the Company as a result of the discharge of his duties, and any losses arising from cyber-attacks or failure in cybersecurity. |
Annual bonus
- Remuneration elements for performing executive duties: performance-related elements
Purpose | To drive and reward performance against annual financial, non-financial and individual objectives, which are consistent with the strategy and aligned to shareholder interests. | |||
Opportunity |
| |||
Types of objectives | Weighting | Metrics | Maximum by metric | |
25% | Net rental income. The target is set in line with the budget approved by the Board for 2026. | 125% | ||
80% economic-financial and shareholder value creation | 30% 15% | Adjusted earnings per share. The target is set in line with the budget approved by the Board for 2026. Net Debt/EBITDA. The target is set in line with the budget approved by the Board for 2026. | 150% 125% | |
Performance metrics | 10% | Progress of key growth projects. | 125% | |
Sustainability metrics: | ||||
10% | (i) Maintaining excellent ratings (3/3) in the following indices: GRESB "5 star", CDP "A", and Sustainalytics Risk "negligible rating". | 125% | ||
20% Non-financial | (ii) Carbon emissions reduction (intensity ratio) | |||
10% | Evaluation of individual performance, focused on: successful execution of post-merger integration, strategic positioning and promotion of best practices in governance, risk control and reputation. | 125% | ||
Operation | At the Board of Directors' meeting held on 26 February 2026, according to a proposal made by the NRC, the metrics, weightings and objectives were agreed for 2026 in order to determine the Chief Executive Officer's annual bonus, pursuant to the criteria and limits stipulated in the Remuneration Policy. Specifically, to propose the calibration of the metrics, the NRC considered the targets approved in Colonial SFL's business plan for the financial year 2026:
According to a proposal made by the Nomination and Remuneration Committee, the Board of Directors is allowed to adjust the payout level of the annual bonus to ensure that the result is fair and balanced in view of the Company's overall performance. The evaluation of performance and the determination of payout levels are done based upon the data and the results provided by the management and which are previously audited. In this evaluation, the Committee also considers any associated risks. In this respect, any positive or negative economic effects arising from any extraordinary events which might introduce distortions into the results of the evaluation, may be removed upon proposing the level of achievement of the quantitative objectives. The annual bonus is paid in cash after the end of the financial year to which results is linked. If the earned award exceeds the target bonus, the Board of Director, on the Committee's proposal, may decide to defer the excess over the target incentive into shares for one year. In this case, the shares will be subject to forfeiture if the Executive Director leaves Colonial SFL during the one-year deferral period, except if the Executive Director is granted good leaver status. The Chief Executive Officer will be entitled to receive dividend equivalents on deferred bonus share awards which are generated during the deferral period. These will be paid in cash on the same date the deferred bonus share award is delivered. The Board of Directors, at the proposal of the NRC, has the discretion to apply malus or clawback to a portion of the entire amount of the annual bonus in the event certain circumstances set forth in the Remuneration Policy arise. In the event of termination without just cause, the Chief Executive Officer will be entitled to receive the target incentive in proportion to the time he had rendered his services. In the event of termination of his contract with just cause or resignation at his own initiative, as well as in the event of breach of contract related to confidentiality, non-solicitation of services or competition, the Chief Executive Officer will forfeit any right to receive the accrued annual bonus. | |||
Long-term incentive: 2026-2028 cycle
Weighting | Metrics |
45% | Total Shareholder's Return (TSR): 30% absolute TSR and 15% relative TSR vs. a peer group, and Maximum weighting up to 200% of the target. |
15% | Net tangible assets (NTA)/share as of 31 December 2028. |
20% | Adjusted earnings per share for the performance period 2026-2028. |
10% | Asset rotation according to the parameters approved in the Business Plan updates for the period 2026/2028. |
10% | Carbon emissions reduction (intensity ratio). |
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Remuneration elements for performing executive duties: performance-related elements
Description
It consists of granting Company to the beneficiaries of the Plan by means of long-term variable remuneration, subject to achieving specific multi-annual objectives.
Term of the Plan
1 January 2026 to 31 December 2028.
Maximum number of shares
459,770 shares.
The number of shares that the CEO will finally accrue will depend on achievement of the objectives to which the 2026-2028 cycle is linked and such number may be increased by a number of shares equivalent to the amount of the dividends per share paid out by Colonial SFL to its shareholders during the cycle. For such purpose, the reference value will be the weighted average of Colonial SFL's share on the dividends payment dates in each of the years of the cycle.
Metrics
Peer group: Arima, Covivio, Gecina, Icade, Merlin Properties, Société Tour Eiffel and Vitura.
Operation
At the Board of Directors' meeting held on 26 February 2026, according to a proposal made by the NRC, the metrics, weightings and objectives were agreed in order to determine the Chief Executive Officer's 2026-2028 cycle, pursuant to the criteria and limits stipulated in the Remuneration Policy.
Specifically, to propose the calibration of the metrics, the NRC considered the targets approved in Colonial SFL's business plan for the financial year 2026 and the financial projections. The achievement scale for each objective includes (i) a minimum threshold below which no incentive is paid and its achievement will result in the award of 30%-50% of the theoretical number of granted shares(ii) a target level that will result in the award of 100% of the theoretical number of granted shares; and (iii) a maximum level that will imply an award of 150% of the theoretical number of granted shares (200% in the event of Total Shareholder Return). To determine the result of the peer group, each company is assigned a weighting, calculated according to its degree of comparability with respect to Colonial SFL based on its market capitalization in the last 3 months of 2025. For these purposes, the Board of Directors assigns a weighting to each company in the Index and determines the parameters for its calculation, and may even modify the companies included in the Index when circumstances so advise.
Payout levels are determined by the Board of Directors, on the NRC's proposal, after the performance period ends, based on the level of achievement of the objectives, and may adjust the payout level to ensure a fair and balanced outcome in view of the Company's overall results and considering any associated risks. In this respect, any positive or negative economic impact arising from any extraordinary events which may introduce distortions into the results of the evaluation, may be removed upon proposing the level of achievement of the quantitative objectives. The evaluation of performance for some metrics could be done based upon the data and the results provided by external advisors.
In any case, in the event of changes to the number of shares in Colonial SFL due to a decrease or increase in the nominal value of the shares or as a result of a transaction with an equivalent impact, such as a merger, consolidation or spin-off, the maximum number of shares to be awarded will be adjusted, when appropriate, in order to maintain the equivalence of the benefits under the Plan.
Moreover, the Board of Directors is authorised, at the proposal of the Committee, to agree the full or partial cancellation (malus) or refund (clawback) of the shares to be awarded to the Plan's beneficiaries.
The Chief Executive Officer must hold the earned shares, net of taxes, which, if applicable, derive from the incentive, for at least one year after its accrual, without prejudice to the shareholding requirement of 2 annuities of his base salary.
In the event of termination without just cause, if the General Shareholders' Meeting does not extend his term of office, or if there is a substantial modification of his duties (including the loss of their position as CEO), the CEO will be entitled to the settlement of the Plan, receiving the target number of shares prorated by the number of days elapsed between the start date of the corresponding cycle and the effective date of termination, failure to extend their term of office, or substantial modification of their duties. In the event of dismissal for cause, except for objective reasons, termination of his contract for just cause, or resignation at their own initiative, as well as in the event of a breach of contract regarding confidentiality, prohibition of offering services, or competition, the CEO will forfeit any right to the accrued long-term incentive.
Appendix I describes the 2024-2026 and 2025-2027 LTI cycles in place.
3.3 THE REMUNERATION POLICY FOR THE EXECUTIVE DIRECTOR -
Malus and clawback provisions
The Board of Directors, on the NRC's proposal, shall have the competence to agree the cancellation (malus) and/or refund (clawback) of the payment of the annual bonus and/or the long-term incentives in the following events:
Significant losses and the Committee considers there is reasonable evidence to prove such downturn arises from significant failure of risk management committed by the Company or by a business unit, to which the wilful misconduct or gross negligence of the Executive Director was a contributing factor;
Serious breach of the Company's internal regulations and policies by the relevant beneficiary;
Material restatements of the Company's financial statements, when determined by the external auditor, it is not due to a regulatory change or revision of the accounting legislation and provided that the restatement results in variable compensation to be settled that is lower than that initially accrued or no compensation should have been paid in accordance with the Company's variable compensation system;
The remuneration has been paid on the basis of data subsequently shown to be manifestly inaccurate and provided that the restatement results in variable compensation to be settled that is lower than that initially accrued or no compensation should have been paid in accordance with the Company's variable compensation system.
The clawback clause can be applied by the Board up to 2 years after the corresponding payment.
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Minimum shareholding requirement
Our Executive Director is required to build and retain a personal shareholding in Colonial SFL (within five years from the date of appointment with extra time granted if requirements increase significantly) to align his interests with those of Colonial SFL's long-term shareholders. The requirement is equivalent to 2x base salary.
The shareholding guidelines do not count unvested share-based incentives.
The Committee will regularly review compliance with this requirement.
As at 31 December 2025, the Chief Executive Officer holds 610,003 shares in the Company, equivalent to ~4 annuities of his base salary in 2025 (considering 5.22 euros, weighted average share price for the 20 sessions after 15 January 2026, inclusive).
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Main terms and conditions of the contract
The essential terms and conditions of the Executive Director's contract, in addition to those already set out in the Remuneration Policy, are as follows:
It has been stipulated that the term of the contract will be subject to the term of his appointment as CEO. If the appointment of CEO is renewed, the contract will be
Severance payments for termination of the contractual relationship
Non-compete agreement
The Executive Director will receive an additional special indemnity as severance payment in the event of unjustified removal or non-renewal of his terms, or a substantial reduction of his respective functions. The Executive Director will be also entitled to the severance payment (i) if he departs or resigns from his posts as a result of a change in control in the Company or a major change in the composition of the Board of Directors; (ii) in the event of an amendment to the conditions agreed in his contract without his consent; and (iii) in any other scenarios established by the Board of Directors.
For the purposes of calculating this severance payment, consideration will be given to 2 times the annual base salary and target annual bonus, excluding any other remuneration and the rights derived from the long-term incentive at any given time. The contract does not provide for the delivery of the severance payment in shares..
In the event of a change of control, significant change in the composition of the Board of Directors or a substantial amendment to the respective functions or amendment of the conditions agreed in the contract without his consent, the Executive Director will have a period (6 months in the event of a change of control and 3 months in the rest of cases), from the effective date of these resolutions or changes to notify the Board of Directors of his resignation or departure, in which case the Executive Director will be entitled to the aforementioned severance payment.
For the purposes of applying the foregoing, the effective date of the change of control or a significant change in the composition of the Board of Directors, will be understood as the date on which such circumstances are published as a regulatory announcement on the CNMV website under the denomination "privileged information" or "relevant facts". In the event that the Board of Directors resolves to substantially reduce the duties of the beneficiary or amend the conditions agreed in his employment contract without the beneficiary's consent, the effective date will be the time when the party concerned receives due notice of the resolution.
The Executive Director will be subject to a noncompete commitment for a period of 6 months from the date of termination of his relationship with Colonial SFL if such termination is voluntary without cause.
The non-competition agreement will be remunerated with a gross amount equivalent to 6 months of the annual base salary, which will be paid on a pro-rata basis during the months of the non-competition agreement.
In case the Executive Director notified his resignation or departure in the event of a change in control, a significant change in the composition of the Board of Directors or a substantial amendment to his functions or amendment of the conditions agreed in his contract without his consent, the remuneration for the non-competition agreement will be
Term
understood to have been automatically renewed for the period relating to such renewal of office, unless the Board of Directors resolves otherwise, in which case a new contract must be approved.
considered absorbed (and therefore no additional payment
will be made) by the amount of the severance payment received.
- Other remuneration concepts
It is not planned that Colonial SFL's CEO will accrue: (i) any other additional remuneration for providing his services other than those inherent in his position; or (ii) remuneration arising from advances, loans or guarantees being granted.
3.4 NON-EXECUTIVE DIRECTORS' REMUNERATION POLICYNon-Executive Directors are rewarded with respect to their effective dedication, qualification and responsibility. As such, the amount of remuneration of Non-Executive Directors is calculated so that it offers incentives to dedication, but at the same time without constituting an impediment to their independence.
Pursuant the Spanish Capital Companies Law and Colonial SFL's Bylaws, the annual remuneration of the Company's Directors in respect of their membership of the Board of Directors and its committees will consist of (i) a fixed annual remuneration; and (ii) attendance fees for meetings of the Board of Directors and its committees. Non-Executive Directors do not participate in any incentive or social welfare systems. Only verified travel and overnight accommodation expense incurred in attending Board meetings and/or any Board committee meetings are reimbursed, upon request from the Director.
Fixed remuneration | Member | Chair |
Board of Directors | €50,000 | €500,000 |
Nomination and Remuneration Committee | €25,000 | €50,000 |
Audit and Control Committee | €25,000 | €50,000 |
Sustainability Committee | €25,000 | €50,000 |
Attendance fees per meeting | Member | Chair |
Board of Directors | €5,000 | €7,500 |
Executive Committee | €3,000 | -- |
Nomination and Remuneration Committee | €3,000 | €4,800 |
Audit and Control Committee | €3,000 | €4,800 |
Sustainability Committee | €3,000 | €4,800 |
The fixed remuneration and attendance fees paid for being members on the Board of Directors and its Committees and for the attendance fees at their meetings, allotted as agreed by the Board of Directors for 2026:
The fixed remuneration items specified above are the only remuneration they receive for being members on Colonial SFL's Board of Directors and its Committees. Regarding this, there is no profit-sharing or bonuses or remuneration schemes or plans that include variable remuneration.
According to the provisions in the Remuneration Policy, the maximum amount of annual remuneration for all the Directors of Colonial in respect of their membership of the Company's Board of Directors and its Committees is established at 2,700,000 euros. If the number of members of the Board of Directors (13) increases, the above-mentioned maximum amount will be increased by 10% for each new member of the Board of Directors that implies an increase in the number of its members.
The Board of Directors, following a proposal by the NRC, is tasked with the distribution of fixed remuneration and attendance fees for the Board of Directors' meetings for each Director in respect of their membership of the Company's Board of Directors and of its Committees. For the purposes of estimating the fixed remuneration for each Director, consideration will be given to the functions and responsibilities assigned to each of the Directors, their membership of Committees of the Board of Directors and their engagement, in addition to any other objective circumstances that may be deemed relevant, ensuring that this is competitive with the remuneration at other similar companies in terms of their capitalisation, size and geographical breadth of its operations.
Non-Executive Directors, (as the Executive Director and other senior officers at the Company) are beneficiaries of a Directors and Officers liability insurance (D&O) policy underwritten by Colonial SFL that covers liability for the actions and conduct of members of the Board of Directors and executives of the Company as a result of the discharge of their duties, and any losses arising from cyber attacks or failures in cybersecurity.
The cost of this insurance policy is not included in the maximum amount of annual remuneration for all the Directors.
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OVERVIEW OF THE REMUNERATION POLICY IN 2025 AND THE EVOLUTION AND IMPACT OF THE RESULTS OBTAINED AT THE GENERAL SHAREHOLDERS' MEETING
The remuneration accrued in the financial year 2025 was in accordance with the terms of the binding approval of the Remuneration Policy at the General Shareholders' Meeting held on 15 June 2023.
There was no change in the procedure to apply the Remuneration Policy nor was there any temporary exception made to it.
In this respect, the remuneration accrued in 2025 by the Executive Director and the Directors in their capacity as such consisted of the components referred to in the current Remuneration Policy in force in 2025.
The detailed description of the Directors' remuneration system in 2025 was included in the Annual Report on Directors' Remuneration for 2024. This Report was approved by 96.05% of the votes cast in favor.
The evolution of the voting on the Annual Reports on Remuneration over the recent years is shown in the graph:
Evolution of the % of votes in favour of the recent Annual
Reports on the Directors' Remuneration
71.94%
67.85%
76.76%
96.05% 90.50%
2025 AGM 2025 AGM 2023 AGM 2022 AGM 2021 AGM
After the Annual General Shareholders' Meeting was held, the Committee consulted Colonial SFL's main shareholders and considered the information received from the institutional investors and proxy advisors in the regular consultation process to continue making progress in this respect.
- 2025 CHIEF EXECUTIVE OFFICER REMUNERATION
In thousand euros | 2025 | 2024 | 2023 | 2022 | 2021 |
Fixed remuneration | 800 | 800 | 750 | 750 | 686 |
Social welfare system1 | 120 | 120 | 112 | 112 | 112 |
Remuneration in kind | 54 | 70 | 66 | 60 | 53 |
Annual bonus | 8002 | 8003 | 941 | 763 | 750 |
Deferred annual bonus | 0 | 0 | 1364 | 0 | 0 |
Long-term incentives | 1,0305 | 155 | 279 | 0 | 786 |
Other remuneration6 | 0 | 0 | 0 | 0 | 439 |
Total accrued remuneration | 2,804 | 1,945 | 2,284 | 1,685 | 2,826 |
Fixed components - Total | 974 | 990 | 928 | 922 | 915 |
Variable components - Total | 1,830 | 955 | 1,356 | 763 | 1,911 |
Annual Total Shareholder Return (%) | 11.4% | -17.2% | 13.87% | -24.19% | 5.30% |
Recurring Net Earnings per Share (cts. €/share) | 33.6 | 33.02 | 31.95 | 29.8 | 24.6 |
In accordance with the instructions of Circular 3/2021, of September 28, of the CNMV the contribution made to the social welfare system is considered non-consolidated and is included in the tables of Statistical Appendix II of the Annual Report on the Directors' Remuneration of listed companies as a long-term savings systems with non-consolidated economic rights. Therefore, the total remuneration accrued in 2025 included in table C.1.c). of Statistical Appendix II amounts to 2,684 thousand euros.
The total annual bonus generated in 2025 amounts to 888,274 euros (83% of the maximum). Of this total, 800,000 euros will be paid in cash in 2026. The excess is deferred in 16,911 shares, and their effective delivery will occur in 2027, subject to the CEO remaining in the Colonial SFL.
The total annual bonus generated in 2024 amounts to 1,057,373 euros (98.8% of the maximum). Of this total, 800,000 euros will be paid in cash in 2025. The excess is deferred in 48,197 shares, and their effective delivery will occur in 2026, subject to the CEO remaining in the Colonial SFL.
It includes the deferred shares corresponding to the 2021 variable remuneration that were consolidated in 2023 (21,912 shares valued at 5.97 euros) y 5,259 euros, a cash amount equivalent to the dividends generated during the deferral period (0.24 euros/share in 2022).
The economic value of the shares of the long-term incentive considers a share price of 5.22 euros , the weighted average price of the 20 trading sessions after 15 January 2026 (inclusive).
Other remuneration from 2020 to 2021 includes the remuneration items received for being members on management bodies of other companies in the Group, (specifically Société Foncière Lyonnaise - SFL), and the extraordinary remuneration for the takeover bid by Colonial of SFL's shares owned by minority shareholders.
In the financial year 2025, the Chief Executive Officer did not accrue or receive any remuneration other than those specified above.
CEO Pay Ratio
The total remuneration accrued in 2025 by the Chief Executive Director amounted to 2,804 thousand euros. The average remuneration of the staff, taking into consideration the 226 employees in Colonial SFL, amounted to 122 thousand euros. Therefore, the ratio of the Chief Executive Officer's total remuneration is 23 times the average remuneration of the staff.
The Statistics Appendix II included at the end of this Report provides a table that explains the development of the Chief Executive Officer's total remuneration, the Non-Executive Directors' total remuneration, the Company's consolidated results and the average remuneration of the staff, (excluding the Directors), over the last 5 financial years.
4.2 2025 CHIEF EXECUTIVE OFFICER REMUNERATION-
Remuneration elements for performing executive duties: fixed elements
Base salary
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Remuneration elements for performing executive duties: fixed elements
The Chief Executive Officer's base salary in 2025 amounted to €800,000, according to the limit stipulated in the Directors' Remuneration Policy
This amount consists of the remuneration for all the duties he performs at Colonial SFL both in his executive capacity and as a member on the Company's
Board of Directors and attending its meetings.
The Chief Executive Officer was the beneficiary of a defined-contribution welfare scheme covering retirement, disability and death for an amount corresponding to 15% of his base salary, i.e. €120,000.
In the case of termination for just cause, the financial rights are not vested. In all other cases, financial rights will be recognised on the date of termination. In addition, this social welfare system is compatible with any severance package that, if applicable, may correspond.
Social welfare system
The Company grants the Chief Executive Officer remuneration in kind, apart from the social welfare system referred to above, which are normal practice in the sector, such as Company car, a life insurance policy, family health, disability and accident medical insurance policy. In 2025, the amount of this remuneration in kind amounted to €53,769.
No advance, credit or guarantee has been granted by the Company.
Colonial SFL has taken out a group third-party liability insurance policy underwritten by Colonial SFL that covers liability for the actions and conduct of members of the Board of Directors and executives of the Company as a result of the discharge of his duties, and any losses arising from cyber attacks or failures in cybersecurity. The cost of this insurance policy is not included in the maximum amount of annual remuneration for all the Directors in their capacity as such.
Other benefits
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Remuneration elements for performing executive duties: performance-related elements
Annual bonus
In 2025, the Chief Executive Officer was assigned an annual bonus equivalent to 100% of his annual base salary, in the event of 100% of achievement of the objectives predetermined by the Board of Directors at the beginning of the financial year, at the proposal of the Committee, which could reach up to a maximum of 133.75% of the annual bonus target.
At the Committee's meeting held on 24 February 2025, the metrics, weightings and performance scales were agreed for the financial year 2025, which would determine the Chief Executive Officer's annual bonus in such period. The Committee monitored the achievement of these objectives throughout the year and, once the financial year had ended and the annual accounts had been audited for the financial year in question, an evaluation process was conducted of the achievement of these objectives, for which it relied on the support of the executive team and the Sustainability Committee. In this evaluation, the Committee also considered the positive and negative economic effects of extraordinary events which might introduce distortions into the results of the evaluation and the associated risks. After a favourable recommendation of the Committee, the Board of Directors is allowed to adjust the payout level of the annual bonus to ensure that the result is fair and balanced in view of the Company's overall performance and the shareholders' experience.
The following table shows the metrics, their weightings, the results achieve and the achievement and payout level, after the evaluation by the Committee at its meeting held on 25 February 2026 to determine the amount of the annual bonus payable:
Type of objectives | Weighting | Metrics | Results achieved | Achievement level | Payout level | Weighted payout level |
80% economic-financial and creating value for the shareholders | 30% | Net rental income | €374.4 million | 100.65% | 102.17% | 30.65% |
35% | Adjusted earnings per share | 33.6 cts. €/share | 107.69% | 125.64% | 43.97% | |
15% | Loan to Value (LTV) | 36.64% | +0.04 p.p. | 96.06% | 14.41% | |
20% Non- financial | 10% | Sustainability objectives:
| 94 in GRESB, "A" in CDP and 6 in Sustainalytics ESG Risk rating | 110% | 110% | 11% |
10% | Assessment of individual performance based on strategic initiatives. | 110% | 110% | 11% | ||
Final weighted payout level (as a % of the target) 111.03% | ||||||
Regarding the financial objectives, the Committee has taken the following adjustments into account:
Net rental income includes the income recognised in the subsidiary's profit and loss account, recorded in accordance with the equity method.
The LTV considers the pro forma LTV figure published in the annual report, adjusted for extraordinary cash outflows associated with the completion of the merger with SFL, corresponding to the repurchase of shares and acquisition of minority shareholders.
Specifically, in relation to the non-financial objectives, the Committee has considered the following achievements:
Colonial SFL has achieved an excellent positioning in the following sustainability indices:
5-star rating, with a score of 94/100 points from the Global Real Estate Sustainability Benchmark (GRESB) index for the property portfolio, improving by 2 points the rating of the previous year.
"A" rating in CDP, the highest category, for the fifth consecutive year, confirming Company's leadership in decarbonisation. This rating is becoming increasingly demanding, with very strict requirements for climate strategy. The list of companies with an A rating represents 4% of all participants.
The first Ibex-35 company with a score of 6 in the Sustainalytics ESG Risk rating. Colonial SFL ranks in the Top 4 of the 410 listed real estate companies analysed (European REITs), in the top 0.5% of covered real estate companies (5th position out of 950 companies) and, globally, in the top 0.2% of the companies analysed (top 22 out of 14,412 total companies).
The reduction of Scope 1&2 (like-for-like) emissions between 2018 and 2025 amounts to 76% (the 2030 target is 80%).
The aspects considered in the individual assessment of the Chief Executive Officer have been mentioned in the letter from the Chair of the NRC. We refer to it to avoid repetition.
Based on the above, the Committee considered a weighted payout level for all the objectives of 111.03% of target. This payout is the result of applying the metrics, weightings and performance scales agreed at the beginning of financial year 2025, without applying any adjustments. Therefore, after a favourable recommendation of the Committee, the Board of Directors approved annual bonus for an amount of 888,274 euros (111.03 % of base salary and 83% of the maximum annual bonus).
Of the total amount, €800,000 (equivalent to the target annual bonus) is paid in cash in 2026. The excess is deferred in shares (16,911 shares calculated at a price of €5.22*) and will be effectively delivered in 2027, subject to the CEO remaining in the Colonial SFL. The Chief Executive Officer will be entitled to receive on the same date of delivery of the deferred shares an amount equivalent in cash to the dividends generated on the deferred shares during the deferral period.
The Board of Directors has agreed not to apply the malus and/or clawback clauses, considering that there are no circumstances that would justify doing so.
* Weighted average share price of the 20 sessions after 15 January 2026 (inclusive).
4.2 2025 CHIEF EXECUTIVE OFFICER REMUNERATION
- Remuneration elements for performing executive duties: performance-related remuneration (cont.)
Long-term incentive: 2023-2025 Cycle
The 2023-2025 cycle ended during the 2025 financial year. This cycle consisted of the delivery of actions conditioned on the fulfillment of a set of objectives and on remaining in place during the measurement period of these objectives.
At the Comittee's meeting held on 20 February 2023, the metrics, weightings and performance scales were agreed, which would determine the Chief Executive Officer's long-term incentive in such period. The Committee monitored the achievement of these objectives throughout the year and, once the financial year had ended and the annual accounts had been audited for the financial year in question, an evaluation process was conducted of the achievement of these objectives, for which it relied on the support of the executive team. In this evaluation, the Committee also considered the positive and negative economic effects of extraordinary events which might introduce distortions into the results of the evaluation and the associated risks.
After a favourable recommendation of the Committee, the Board of Directors is allowed to adjust the payout level of the incentive to ensure that the result is fair and balanced in view of the Company's overall performance and the shareholders' experience.
To determine the level of achievement of the objectives and to calculate the exact number of shares to be awarded, a performance scale was set for each objective at the start of the cycle. This includes: (i) a minimum threshold below which no incentive is paid and its achievement will result in the award of 50% of the theoretical number of granted shares; (ii) a target level that will result in the award of 100% of the theoretical number of granted shares; and (iii) a maximum level that will imply an award of 150% of the theoretical number of granted shares.
The following table shows the metrics, their weightings, the results achieve and the achievement and payout level, after the evaluation by the Committee , to determine the amount of the long-term incentive payable:
Cycle | Weighting | Metrics | Results achieved | Achievement level | Payout level | Weighted payout level |
2023-2025 | 50% | 35% Absolute total shareholder return (TSR). | 0.53% | 0% | 0% | 0% |
15% Relative total shareholder return (TSR). | 81.64% | 0% | 0% | 0% | ||
20% | 10% Absolute net tangible assets (NTA)/share as of 31 December 2025. | 10.45 €/acción | 109.8% | 132.62% | 13.3% | |
10% Relative NTA/share. | 103.57%1 | 103.57% | 103.57% | 10.36% | ||
20% | Adjusted earnings per share in 2023-2025 | 98.5 cts. €/acción | 117.32% | 150% | 30% | |
10% | Progress made in the decarbonisation plan and emission reduction. | 76% | 125% | 150% | 15% | |
Final weighted payout level (as a % of the target) | 68.62% | |||||
Peer group: Gecina, Covivio, PSP Swiss Property, Merlin Properties, Aroundtown, Icade and Vitura. | ||||||
1Regarding the relative NTA metric, four companies in the peer group (Gecina, Covivio, PSP Swiss Property and Icade) have published their results, while the remaining three (Merlin Properties, Aroundtown and Vitura) will do so after the publication date of this Report. Due to the lack of information, the Board of Directors, at the proposal of the NRC, has considered the results as of the end of 2025 for the four companies that have published their results and as of the end of June 2025 for the other three companies. As a contrast, an analysis was also carried out considering only the four companies that have published their results as of the end of 2025. The level of achievement obtained is similar. It should be noted that this metric has been eliminated for the 2026-2028 cycle.
Based on the results achieved, the Committee considered a preliminary weighted payout level of 68.62% of the target. This payout is the result of applying the metrics, weightings, and performance scales agreed upon at the beginning of financial year 2023, without adjustments (except for the adjustment indicated for the relative NTA metric). Therefore, after a favourable recommendation by the Committee, the Board of Directors approved a long-term incentive for the 2023-2025 cycle of 171,121 shares (equivalents to 45.7% of the maximum incentive).
According to the agreement approved by the General Shareholders' Meeting in 2021, this number of shares will be increased by a number of shares equivalent to the amount of dividends per share paid out by Colonial SFL to its shareholders during the accrual period of the cycle. For such purpose, the reference value will be the weighted average of Colonial SFL's share on the dividend payment dates in each of the years of the cycle.
As a result, the total number of shares accrued by the Chief Executive Officer is 197,398 shares. These shares, considering a share price of 5.22 euros, have a final value of 1,030,418 euros, 45.8% compared with the initial grant value. This result shows the flexibility of the variable remuneration and the alignment of the shareholders' experience with the CEO's remuneration. The Chief Executive Officer must hold the earned shares, net of taxes, for at least one year after they are awarded, irrespective of the minimum shareholding requirement equivalent to 2x his base salary.
The Board of Directors has agreed not to apply the malus and/or clawback clauses, considering that there are no circumstances that would justify doing so.
4.3 REMUNERATION OF DIRECTORS IN THEIR CAPACITY AS SUCH 2025The overall remuneration of the Directors for being members on the Board of Directors and its committees amounted to 2,531 thousand euros in 2025, which is substantially below the maximum total annual remuneration of 2,700 thousand of euros, stipulated in the Directors' Remuneration Policy 2024-2026 for all the Directors in their capacity as such.
The amounts and items for the financial year 2025 are shown in the following table:
Fixed remuneration | Member | Chair |
Board of Directors | €50,000 | €500,000 |
Nomination and Remuneration Committee | €25,000 | €50,000 |
Audit and Control Committee | €25,000 | €50,000 |
Attendance fees per meeting | Member | Chair |
Board of Directors | €5,000 | €7,500 |
Executive Committee | €3,000 | -- |
Nomination and Remuneration Committee | €3,000 | €4,800 |
Audit and Control Committee | €3,000 | €4,800 |
Sustainability Committee | €3,000 | €4,800 |
The remuneration accrued by the members of the Company's Board of Directors in the financial year 2025, in thousands of euros, individualised by Director, is
shown below. Name | Title | Category | The Board's Committees | Period | Remuneration (in thousand €) | |||
EC | NRC | ACC | SC | |||||
Mr. Juan José Brugera Clavero | Chair | Other external | C | 01/01/2025 - 31/12/2025 | 640 | |||
Mr. Pedro Viñolas Serra | CEO and Vice-Chair | Executive | M | 01/01/2025 - 31/12/2025 | -- | |||
Mr. Sheik Ali Jassim M.J.Al-Thani | Director | Proprietary | 01/01/2025 - 31/12/2025 | 110 | ||||
Mr. Giuliano Rotondo | Director | Proprietary | M | 01/01/2025 - 31/12/2025 | 110 | |||
Mr. Carlos Fernández González | Director | Proprietary | M | 01/01/2025 - 31/12/2025 | 105 | |||
Ms. Silvia Alonso-Castrillo Allain | Director | Independent | M | C | 01/01/2025 - 31/12/2025 | 233 | ||
Ms. Ana Lucrecia Bolado Valle | Director | Independent | M | C | M | M | 01/01/2025 - 31/12/2025 | 303 |
Ms. Ana Cristina Peralta Moreno | Director | Independent | M | M | M | 01/01/2025 - 31/12/2025 | 252 | |
Ms. Begoña Orgambide García | Director | Proprietary | M | 01/01/2025 - 31/12/2025 | 177 | |||
Ms. Miriam González Amézqueta | Director | Independent | C | 01/01/2025 - 31/12/2025 | 224 | |||
Mr. Manuel Puig Rocha | Director | Proprietary | 01/01/2025 - 31/12/2025 | 110 | ||||
Mr. Felipe Matías Caviedes | Director | Proprietary | M | 01/01/2025 - 31/12/2025 | 110 | |||
Ms. Elena Salgado Méndez | Director | Proprietary | M | 01/01/2025 - 31/12/2025 | 157 | |||
Total remuneration | 2,531 | |||||||
Notes:
ACC: Audit and Control Committee
NRC: Nomination and Remuneration Committee
EC: Executive Committee
SC: Sustainability Committee
C: Chair
M: Member
There is no additional remuneration accrued in favor of the Directors as consideration for services rendered other than those inherent to their position, nor any additional remuneration concept beyond those explained in the previous sections.
CONSISTENCY WITH THE COMPANY'S STRATEGY, INTERESTS AND
SUSTAINABILITY IN THE LONG-TERM
The Remuneration Policy has the following features that ensure consistency with the Company's strategy, interests and sustainability in the long term.
The total remuneration for the Executive Director mainly consists of the following components: fixed remuneration elements, annual bonus and long-term Incentive. For the Executive Director, this long-term component has a weight no less than 48% of total remuneration in a target scenario.
This long-term incentive is designed as multi-year scheme to ensure that the evaluation process is based on long-term results and that the underlying economic cycle of the Company is considered. This remuneration is mainly granted and delivered in the form of shares and based on the shareholders' value creation to align Executives' and shareholders' interests. Moreover, it consists of overlapping cycles which, as a general rule, are chained indefinitely, maintaining a permanent focus on the long-term in all decisions.
A suitable balance between the fixed and variable components of the remuneration. The Executive Director has a variable remuneration scheme that is fully flexible, which includes a minimum threshold below which no incentive is payable.
The metrics set out in both annual bonus and long-term variable remuneration are linked to the achievement of a combination of financial and non-financial measures, reflecting the Company's strategic priorities at any given time.
The shares delivered to the Executive Director are subject to a holding period of one year, notwithstanding the minimum shareholding requirement of 2 times his base salary.
There is no guaranteed variable remuneration.
In addition, the Remuneration Policy has the following features to reduce exposure to excessive risk. The Committee periodically reviews HR and remuneration practices to make the corresponding proposals to the Board of Directors always in the best interest for the company, including:
How we integrate risk, controls and conduct considerations into key HR practices including performance development, remuneration, promotion and succession planning.
Measures designed to discourage imprudent risk-taking:
Caps to variable remuneration.
Possible deferral of the portion of bonus above the target award.
Multiple performance metrics, some of which may be adjusted by different risks.
Multi-year vesting periods.
Retention and minimum shareholding requirements.
Malus and clawback clauses.
Prohibition of hedging, pledging, short sales or derivative transactions in the Company shares received during the retention period.
Regulatory updates which have impacted or may impact HR practices in the future.
The Committee connects with other committees to ensure that the Colonial SFL's remuneration policies and practices achieve the right balance between appropriate incentives to reward performance and management of the risks linked to remuneration.
The Committee is also provided with information to monitor performance and a summary of risk, controls and conduct assessments.
The specific measures to identify and manage any potential conflict of interest are set in the Regulations of the Board of Directors. These also determine the code of conduct for the members of the Board of Directors.
Regarding the ratio of the Chief Executive Officer's remuneration with that of the rest of the employees, there is a clear alignment between the remuneration structures of the executives, including the Chief Executive Officer, and those of the other employees, in the manner the remuneration principles are followed, as well as in the mechanics of the pay review process along with the design of the incentives, which are substantially the consistent across the organisation.
The Chief Executive Officer's remuneration approach is coherent with the remuneration package of the members of the Management Team and other executives. In general, a much larger proportion of the Executive Director's remuneration is linked to the Company's results compared with the rest of the employees. Therefore, the remuneration will be increased or decreased depending on the business results and thus the Chief Executive Officer's interests will be in line with those of the shareholders and other stakeholders of Colonial SFL.
The type of metrics to which the annual bonus and the long-term incentive are linked is aligned for the executive team and the rest of the employees.
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COMPOSITION AND EXPERIENCE OF THE MEMBERS OF THE COMMITTEE
On 31 December 2025 and on the date this Report was approved by the Board of Directors, the Nomination and Remuneration Committee was composed of 4 members, pursuant to the provisions in the Company's Articles of Association and the Board of Directors' Regulations, which state that the Committee must be composed of at least three and a maximum of eight Directors.
All the members of the Committee are Non-Executive Directors, three of them being independent and one proprietary. The Committee is chaired by an independent director, Ms. Ana Bolado Valle, in this way complying with the provisions in Article 33 of the Company's Articles of Association and the Board of Directors' Regulations.
The experience of the members of the Company's Nomination and Remuneration Committee is as follows::
Name Category Title Experience
She holds a degree in Pharmacy from the Madrid Complutense University and a Master's Degree in Business Administration (MBA) from IE Business School.
In the course of her professional career, Ms Ana Bolado Valle has held various management positions at Santander Group (1986-2017), managing important business areas both wholesale and retail, digital transformation projects and key areas for the Group such as Corporate Human Resources Division between 2005 and 2010. She has also
Ms. Ana Lucrecia Bolado Valle
Ms. Silvia Alonso-Castrillo Allain
Ms. Ana Cristina Peralta Moreno
Ms. Elena Salgado Méndez
Independent Chair
Independent Member
Independent Member
Propietary Member
been a Board member of Parques Reunidos Servicios Centrales, S.A., Unicaja Banco, S.A., Caceis Group and Caceis Bank.
Currently Ms Ana Bolado Valle is a proprietary Director of Metrovacesa, S.A., appointed at the proposal of Banco Santander. She is also an independent Director of CBNK Banco and a member of its Nomination and Remuneration Committee.
Furthermore, she is a Senior Advisor for Fellow Funders - an equity crowdfunding platform to support the funding of start-ups and SMEs - and a member of the Instituto de Consejeros y Administradores (ICA, Institute of Directors) and of Women Corporate Directors.
Holds a degree in Political Sciences from the Sciences Po University (Paris) and a Master's Degree in Spanish and
Latin American Studies from the Paris-Sorbonne University. By civil service examination, she became a teacher of Spanish studies in France. She has been teaching and researching for 25 years (1984-2009) in a number of French academic institutions: University of Toulouse, Sciences Po and the ESSEC Business School. Author of several books on history and contemporary Spanish politics.
Ms Alonso-Castrillo worked for the French Embassy in Singapore as a science and culture advisor, before being appointed regional director of INSEAD. She supervised the development of two campuses in Singapore: the French Lycée and INSEAD (1996-1999).
Upon her return to Europe in 2000, she worked for 15 years with ESSEC, managing international development and fundraising for the business school, which also opened a campus in Singapore.
In 2007 she founded the consulting firm Sociedad de Estudios Hispano Franceses, S.L., which she has been leading until now and of which she is the sole director. Since 2013, Ms Alonso-Castrillo has run the family farm in the Loire Valley of France.
She has served on the Board of the College de Bernardins (Paris) and on the Executive Committee of the Fondation pour les Sciences Sociales (Paris). She was director of Société Foncière Lyonnaise from 2017 to January 2019 and of Koiki Home S.L. from 2017 to February 2023.
She holds a degree in Economics and Business Administration from the Madrid Complutense University and a
Master's Degree in Financial Management from CEF (1991) and studied the PMD Programme (Programme for Management Development) at Harvard Business School (2002) and the PADE programme at IESE business school (2016).
Ms Ana Peralta is currently an independent Director of BBVA and Grenergy Renovables, S.A.
She has extensive experience in the financial sector. She began her professional career with Bankinter in 1990, where she worked in extremely different areas until late 2008. She headed up Bankinter's first Internet Office and ran the Chairman's Office. During her last years at the bank, she was Chief Risk Officer and a member of the Management Committee.
From 2009 to 2012 she sat on the Management Committee at Banco Pastor, where she worked as General Manager of Risk.
From 2012 to 2018 Ms Ana Peralta divided her time between her position as Senior Advisor with Oliver Wyman Financial Services and her membership of several Boards of Directors. She was an independent Director at Banco Etcheverría, at Deutsche Bank, SAE and also at Lar Holding Residencial.
She holds a degree in Industrial Engineering, specialising in Energy Techniques and Industrial Organisation, as
well as a degree in Economics, specialising in Economic Structure, and an MBA from EOI Business School.
She has held a variety of positions in the public sector, including Director-General of the Ministry of Economy and Finance (1985 to 1991), Secretary of State for Communications in the Ministry of Public Works (1991 to 1996), Minister of Health and Consumer Affairs (2004 to 2007), Minister of Public Administrations (2007 to 2009), Member of the Spanish Parliament for Cantabria (2008 to 2011), and Vice President of the Government and Minister of Economy and Finance (2009 to 2011). In the private market she was Managing Director of Lenzi Consulting (1997 to 2004) and Chair of the Spanish Association of Consulting Companies (2016 to 2023). She has also been a member of the Boards of Directors of several companies, including Hispasat, Hunosa, Renfe, Abertis Telecom and Telefónica.
She currently sits on the Boards of Directors of Colonial SFL and Veolia Environment and is President of the Abertis Foundation.
Members
Attendance
Ms. Ana Lucrecia Bolado Valle
100%
Ms. Silvia Alonso-Castrillo Allain
100%
Ms. Ana Cristina Peralta Moreno
100%
Ms. Elena Salgado Méndez
100%
-
NUMBER OF MEETINGS AND ATTENDANCE
Colonial SFL's Nomination and Remuneration Committee held 9 meetings in the financial year 2025.
The following table shows the percentage of attendance of its members in the financial year 2025. The results in the table show the commitment undertaken by each of its members, to the extent that all of them have attended 100% of the meetings of the Committee.
-
THE MAIN ACTIVITIES RELATED TO REMUNERATION CARRIED OUT BY THE COMMITTEE
ACTIVIDADES EN MATERIA DE REMUNERACIONES REALIZADAS POR LA
In the financial year 2025 and up to the date this Report was approved, the most relevant actions carried out by Colonial SFL's Nomination and Remuneration Committee related to remuneration were as follows:
Activities Q1
2025
Q2 2025
Q3 2025
Q4 2025
Q1 2026
➹
2024 annual bonus: assessment of the achievement of the objectives and proposal for the payout level.
2023-2025 and 2024-2026 cycles of the Long-Term Incentive Plan approved by the
General Shareholders' Meeting in 2021 and 2024: monitoring achievement of the ➹ ➹
objectives.
➹
2025 annual bonus: proposal for the metrics, weightings and objectives for the CEO and the management team.
2025-2027 cycles of the Long-Term Incentive Plan approved by the General
Shareholders' Meeting in 2024: proposal for the maximum number of shares and the ➹
metrics, weightings and objectives.
2024 Annual Report on the Directors' Remuneration: proposal to be submitted to the
Board of Directors for its approval to then be submitted to Colonial SFL's General ➹
Shareholders' Meeting to be held in 2025 (advisory vote).
➹
Monitoring and analysis of the results of the General Shareholders' Meeting related to
the remuneration.
➹
2025 annual bonus: assessment of achievement of the objectives and proposal for the payout level.
2023-2025 cycles of the Long-Term Incentive Plan approved by the General
Shareholders' Meeting in 2021: assessment of achievement of the objectives and a ➹
proposal for the payout level.
➹ ➹
2026 annual bonus: proposal of metrics, their weightings and objectives for the CEO and the management team.
2026-2028 cycle of the Long-Term Incentive Plan approved by the General
Shareholders' Meeting in 2024: proposal of the maximum number of shares, metrics, ➹ ➹
their weightings and objectives.
2025 Annual Report on the Directors' Remuneration: proposal to be submitted to the
Board of Directors for its approval to then be submitted to Colonial SFL's General ➹ ➹
Shareholders' Meeting to be held in 2026 (advisory vote).
-
PROCEDURES AND BODIES INVOLVED
The Company's procedures and the competent bodies for determining and approving the Remuneration Policy and its terms and conditions are described below.
As of the date of submission of this Annual Report on the Directors' Remuneration, the only Executive Director is the Chief Executive Officer.
Nomination and Remuneration Committee
Board of Directors General
Shareholders' Meeting
Determining the Policy and its remuneration components
It proposes the Policy to the Board.
It proposes to the Board the maximum annual amount to be paid to Directors in their capacity as such and each Director's remuneration.
It approves the Policy and submits it to the General Shareholders' Meeting for a vote.
It proposes to the General Shareholders' Meeting the maximum annual amount to be paid to Directors in their capacity as such.
It determines the remuneration of each
It approves the Policy at least every three years.
It approves any modification or replacement of the Policy.
It approves the maximum annual remuneration for all Directors in their capacity as such.
Director.
It proposes to the Board the Directors' remuneration for the performance of their executive functions, along with the terms and conditions of their contract.
It sets the Directors' remuneration for the performance of executive functions, along with the terms and conditions of their contract.
It approves the remuneration systems for the Directors for the performance of executive functions.
Application of the Policy
It proposes the amount of the base salary for the Executive Director and its annual variation.
It proposes the parameters for setting the variable components and evaluates them for payment purposes.
It proposes, as necessary, the cancellation of the payment or the refund of variable components.
It evaluates and, where appropriate, approves the proposals made by the Nomination and Remuneration Committee on implementation of the Policy.
Review of the Policy
It verifies the compliance with the Policy and regularly reviews its implementation.
It ensures that the individual remuneration is proportionate.
Transparency of the Policy
It ensures transparency over remuneration and the inclusion of information on the Directors' remuneration in the annual report.
It submits the Annual Report on the Directors' Remuneration to the Board of Directors for approval and verifies the information on
Directors' remuneration contained in corporate
documents.
It prepares the specific report that underlies the Remuneration Policy.
It approves the Annual Report on
Directors' Remuneration to be submitted to the General Shareholders' Meeting for consultation purposes.
It approves (advisory vote) the Annual Report on Directors' Remuneration.
- EXTERNAL ADVISORS INVOLVED IN THE DRAFTING OF THE POLICY AND OTHER COMPANY BODIES INVOLVED IN DESIGN AND IMPLEMENTATION OF THE POLICY
According to the Board of Directors' Regulations, the Directors of the Board and members of its Committees may request external advice on any matters they deem necessary to better perform their duties In this respect, the Committee has received advice from Towers Watson (WTW) in preparing this Report and in designing and implementing the variable remuneration plans.
Long-term incentive: Ciclo 2024-2026
Weighting | Metrics |
50% | Total Shareholder Return (TSR):
|
20% | Net tangible assets (NTA)/share as of 31 December 2026:
|
20% | Adjusted earnings per share in the 2024-2026 performance period. |
10% | Progress made in the decarbonisation plan and emission reduction. |
This Appendix I includes the details of the current cycles, specifically the first Cycle 2024-2026 and the second Cycle 2025-2027 of the Long-Term Incentive Plan approved by the General Shareholders' Meeting on 13 June 2024.
Description | It consists of granting Company to the beneficiaries of the Plan by means of long-term variable remuneration, subject to achieving specific multi-annual objectives. |
Term of the Plan | 1 January 2024 to 31 December 2026. |
Maximum number of shares | 454,759 shares. The number of shares that the CEO will finally accrue will depend on achievement of the objectives to which the 2024-2026 cycle is linked and such number may be increased by a number of shares equivalent to the amount of the dividends per share paid out by Colonial SFL to its shareholders during the cycle. For such purpose, the reference value will be the weighted average of Colonial SFL's share on the dividends payment dates in each of the years of the cycle. |
Metrics | Peer group: Arima, Covivio, Gecina, Icade, Merlin Properties, Société Tour Eiffel and Vitura. |
Operation | Payout levels are determined by the Board of Directors, on the NRC's proposal, after the performance period ends, based on the level of achievement of the objectives, and may adjust the payout level to ensure a fair and balanced outcome in view of the Company's overall results and considering any associated risks. In this respect, any positive or negative economic impact arising from any extraordinary events which may introduce distortions into the results of the evaluation, may be removed upon proposing the level of achievement of the quantitative objectives. The evaluation of performance for some metrics could be done based upon the data and the results provided by external advisors. In any case, in the event of changes to the number of shares in Colonial SFL due to a decrease or increase in the nominal value of the shares or as a result of a transaction with an equivalent impact, such as a merger, consolidation or spin-off, the maximum number of shares to be awarded will be adjusted, when appropriate, in order to maintain the equivalence of the benefits under the Plan. Moreover, the Board of Directors is authorised, at the proposal of the Committee, to agree the full or partial cancellation (malus) or refund (clawback) of the shares to be awarded to the Plan's beneficiaries. The Chief Executive Officer must hold the earned shares, net of taxes, which, if applicable, derive from the incentive, for at least one year after its accrual, without prejudice to the shareholding requirement of 2 annuities of his base salary. To determine the result of the peer group, each company is assigned a weighting calculated according to its level of comparability with Colonial depending on its market capitalisation over the last 3 months of 2023. For this purpose, the Board of Directors assigns a weighted value to each company included in the Index and determines the parameters for its calculation, being able to replace the companies in the Index if this is warranted due to the circumstances. To determine the achievement of the objectives and to calculate the exact number of shares to be awarded for these items, the Board of Directors has agreed on a performance scale for each objective at the start of each cycle, according to a proposal made by the Nomination and Remuneration Committee. This will include: (i) a minimum threshold below which no incentive is paid and its achievement will result in the award of 50% of the theoretical number of granted shares; (ii) a target level that will result in the award of 100% of the theoretical number of granted shares; and (iii) a maximum level that will imply an award of 150% of the theoretical number of granted shares (200% in the event of Total Shareholder Return). In the event of termination without just cause, if the General Shareholders' Meeting does not extend his term of office, or if there is a substantial modification of his duties (including the loss of their position as CEO), the CEO will be entitled to the settlement of the Plan, receiving the target number of shares prorated by the number of days elapsed between the start date of the corresponding cycle and the effective date of termination, failure to extend their term of office, or substantial modification of their duties. In the event of dismissal for cause, except for objective reasons, termination of his contract for just cause, or resignation at their own initiative, as well as in the event of a breach of contract regarding confidentiality, prohibition of offering services, or competition, the CEO will forfeit any right to the accrued long-term incentive. |
Description | It consists of granting Company shares to the beneficiaries of the Plan by means of long-term variable remuneration, subject to achieving specific multi-annual objectives. |
Term of the Plan | 1 January 2025 to 31 December 2027. |
Maximum number of shares | 449,438 shares. The number of shares that the CEO will finally accrue will depend on achievement of the objectives to which the 2025-2027 cycle is linked and such number may be increased by a number of shares equivalent to the amount of the dividends per share paid out by Colonial SFL to its shareholders during the cycle. For such purpose, the reference value will be the weighted average of Colonial SFL's share on the dividends payment dates in each of the years of the cycle. |
Metrics | Peer group: Arima, Covivio, Gecina, Icade, Merlin Properties, Société Tour Eiffel and Vitura. |
Operation | Payout levels are determined by the Board of Directors, on the NRC's proposal, after the performance period ends, based on the level of achievement of the objectives, and may adjust the payout level to ensure a fair and balanced outcome in view of the Company's overall results and considering any associated risks. In this respect, any positive or negative economic impact arising from any extraordinary events which may introduce distortions into the results of the evaluation, may be removed upon proposing the level of achievement of the quantitative objectives. The evaluation of performance for some metrics could be done based upon the data and the results provided by external advisors. In any case, in the event of changes to the number of shares in Colonial SFL due to a decrease or increase in the nominal value of the shares or as a result of a transaction with an equivalent impact, such as a merger, consolidation or spin-off, the maximum number of shares to be awarded will be adjusted, when appropriate, in order to maintain the equivalence of the benefits under the Plan. Moreover, the Board of Directors is authorised, at the proposal of the Committee, to agree the full or partial cancellation (malus) or refund (clawback) of the shares to be awarded to the Plan's beneficiaries. The Chief Executive Officer must hold the earned shares, net of taxes, which, if applicable, derive from the incentive, for at least one year after its accrual, without prejudice to the shareholding requirement of 2 annuities of his base salary. To determine the result of the peer group, each company is assigned a weighting calculated according to its level of comparability with Colonial depending on its market capitalisation over the last 3 months of 2024. For this purpose, the Board of Directors assigns a weighted value to each company included in the Index and determines the parameters for its calculation, being able to replace the companies in the Index if this is warranted due to the circumstances. To determine the achievement of the objectives and to calculate the exact number of shares to be awarded for these items, the Board of Directors has agreed on a performance scale for each objective at the start of each cycle, according to a proposal made by the Nomination and Remuneration Committee. This will include: (i) a minimum threshold below which no incentive is paid and its achievement will result in the award of 50% of the theoretical number of granted shares; (ii) a target level that will result in the award of 100% of the theoretical number of granted shares; and (iii) a maximum level that will imply an award of 150% of the theoretical number of granted shares (200% in the event of Total Shareholder Return). In the event of termination without just cause, if the General Shareholders' Meeting does not extend his term of office, or if there is a substantial modification of his duties (including the loss of their position as CEO), the CEO will be entitled to the settlement of the Plan, receiving the target number of shares prorated by the number of days elapsed between the start date of the corresponding cycle and the effective date of termination, failure to extend their term of office, or substantial modification of their duties. In the event of dismissal for cause, except for objective reasons, termination of his contract for just cause, or resignation at their own initiative, as well as in the event of a breach of contract regarding confidentiality, prohibition of offering services, or competition, the CEO will forfeit any right to the accrued long-term incentive. |
Long-term incentive: 2025-2027 Cycle
Weighting | Metrics |
45% | Total Shareholder Return (TSR):
|
25% | Net tangible assets (NTA)/share as of 31 December 2027:
|
20% | Adjusted earnings per share in the 2025-2027 performance period. |
10% | Progress made in the decarbonisation plan and emission reduction. |
REMUNERATION OF DIRECTORS FOR LISTED COMPANIES (Circular
3/2021, of September 28, of the CNMV)
ISSUER IDENTIFICATION
Ending date of reference period: 31/12/2025
CIF: A-28027399
Corporate Name:
COLONIAL SFL, SOCIMI, S.A.
Registered Office:
1/12
PASEO DE LA CASTELLANA, 52 MADRID
ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
OVERALL SUMMARY OF HOW REMUNERATION POLICY HAS BEEN APPLIED DURING THE YEAR ENDED
2
2/12
B.4. Report on the result of the consultative vote at the general shareholders' meeting on remuneration in the previous year, indicating the number of votes against that may have been cast
Number
% of total
Votes cast
524,735,841
83.64
Number
% of cast
Votes against
12,959,950
2.47
Votes in favour
504,030,539
96.05
Blank ballots
250
0.00
Abstentions
7,745,102
1.48
3
ITEMISED INDIVIDUAL REMUNERATION ACCRUED BY EACH DIRECTOR
Name
Type
Period of accrual
in the financial year 2025
Ms. ELENA SALGADO MÉNDEZ
Proprietary Director
From 01/01/2025 to 31/12/2025
Ms. ANA CRISTINA PERALTA MORENO
Independent Director
From 01/01/2025 to 31/12/2025
Ms. SILVIA MÓNICA ALONSO- CASTRILLO ALLAIN
Independent Director
From 01/01/2025 to 31/12/2025
Ms. MIRIAM GONZÁLEZ-AMÉZQUETA LÓPEZ
Independent Director
From 01/01/2025 to 31/12/2025
Mr. CARLOS FERNÁNDEZ GONZÁLEZ
Proprietary Director
From 01/01/2025 to 31/12/2025
Mr. FELIPE MATÍAS CAVIEDES
Proprietary Director
From 01/01/2025 to 31/12/2025
Ms. ANA LUCRECIA BOLADO VALLE
Independent Director
From 01/01/2025 to 31/12/2025
Mr. PEDRO VIÑOLAS SERRA
Chief Executive Officer
From 01/01/2025 to 31/12/2025
Mr. MANUEL PUIG ROCHA
Proprietary Director
From 01/01/2025 to 31/12/2025
Mr. JUAN JOSÉ BRUGERA CLAVERO
Chair Other External
From 01/01/2025 to 31/12/2025
Ms. BEGOÑA ORGAMBIDE GARCÍA
Proprietary Director
From 01/01/2025 to 31/12/2025
Mr. SHEIKH ALI JASSIM M.J. AL-THANI
Proprietary Director
From 01/01/2025 to 31/12/2025
Mr. GUILIANO ROTONDO
Proprietary Director
From 01/01/2025 to 31/12/2025
3/12
Complete the following tables regarding the individual remuneration of each director (including the salary received for performing executive duties) accrued during the year.
Remuneration from the reporting company:
4
Remuneration in cash (thousands of €)
Name
Fixed Remuneration
Per diem allowances
Remuneration for membership of Board's committees
Salary
Short-term variable remuneration
Long-term variable remuneration
Severance payment
Other items
Total in 2025
Total in 2024
Ms. ELENA SALGADO MÉNDEZ
50
82
25
157
75
Ms. ANA CRISTINA PERALTA MORENO
50
131
71
252
240
Ms. SILVIA MÓNICA ALONSO- CASTRILLO ALLAIN
50
116
67
233
192
Ms. MIRIAM GONZÁLEZ-AMÉZQUETA LÓPEZ
50
124
50
224
206
Mr. CARLOS FERNÁNDEZ GONZÁLEZ
50
55
105
105
Mr. FELIPE MATÍAS CAVIEDES
50
60
110
150
Ms. ANA LUCRECIA BOLADO VALLE
50
157
96
303
295
Mr. PEDRO VIÑOLAS SERRA
800
800
1,600
1,600
Mr. MANUEL PUIG ROCHA
50
60
110
105
Mr. JUAN JOSÉ BRUGERA CLAVERO
550
90
640
640
Ms. BEGOÑA ORGAMBIDE GARCÍA
50
102
25
177
183
Mr. SHEIKH ALI JASSIM M.J. AL-THANI
50
60
110
110
Mr. GUILIANO ROTONDO
50
60
110
105
4/12
ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instruments.
Name
Name of Plan
Financial instruments at start of 2025
Financial instruments granted during 2025
Financial instruments consolidated during the year
Instruments matured but not exercised
Financial instruments at end of 2025
No. of instruments
No. of equivalent shares
No. of instruments
No. of equivalent shares
No. of instruments
No. of equivalent shares/ consolidated
Price of the consolidated shares
Gross profit from consolidated shares or financial
instruments (thousands of €)
No. of instruments
No. of instruments
No. of equivalent shares
Mr. PEDRO VIÑOLAS SERRA
2024 Deferred annual variable remuneration
48,197
48,197
0.00
48,197
48,197
Mr. PEDRO VIÑOLAS SERRA
2025 Deferred annual variable remuneration
16,911
16,911
0.00
16,911
16,911
Mr. PEDRO VIÑOLAS SERRA
2023-2025
Cycle
376,254
376,254
172,121
172,121
5.22
898
204,133
Mr. PEDRO VIÑOLAS SERRA
Dividend equivalents 2023-2025
Cycle
25,278
25,278
25,278
25,278
5.22
132
Mr. PEDRO VIÑOLAS SERRA
2025-2027
Cycle
449,438
449,438
0.00
449,438
449,438
Mr. PEDRO VIÑOLAS SERRA
2024-2026
Cycle
454,759
454,759
0.00
454,759
454,759
5
Long-term saving systems
Name
Remuneration from consolidation of rights to savings system
Mr. PEDRO VIÑOLAS SERRA
5/12
Contribution over the year from the company (thousand €)
Amount of accumulated funds (thousand €)
Name
Savings systems with consolidated economic rights
Savings systems with unconsolidated economic rights
Savings systems with consolidated economic rights
Savings systems with unconsolidated economic rights
Year 2025
Year 2024
Year 2025
Year 2024
Year 2025
Year 2024
Year 2025
Year 2024
Mr. PEDRO VIÑOLAS SERRA
120
120
1,090
970
ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
Details of other items
Name
Item
Remuneration amount
Mr. PEDRO VIÑOLAS SERRA
Remuneration in kind
54
Remuneration of the company directors for seats on the boards of other group companies:
6
Remuneration in cash (thousands of €)
Name | Fixed remuneration | Per diem allowances | Remuneration for member ship of Board's committees | Salary | Short-term variable remuneration | Long-term variable remuneration | Severance payment | Other items | Total in 2025 | Total in 2024 |
Mr. SHEIK ALI JASSIM M.J.AL-THANI | 20 | 18 | 38 | 35 |
6/12

