Appointments and Remuneration Committee Activities Report (24. COL Informe funcionamiento CNR 2025 EN%5BTR%5D 0)

1. INTRODUCTION

   The Nomination and Remuneration Committee of Colonial SFL, SOCIMI, S.A. ("Colonial SFL" or the "Company") has issued this report on its composition, performance, powers and main activities in 2025, as well as on the improvements made to its own operation during the course of the year (the "Report").

   For the purposes of this Report, the members of the Nomination and Remuneration Committee (the "Committee") received a questionnaire drawn up by the external expert Georgeson, which was answered by all members of the Board of Directors. In relation to this, 90% of the members of the Board rated the Committee's performance as excellent, and the remaining 10% rated it as good.

   The Report will be submitted to the Company's Board of Directors, who will be in charge of assessing the performance of the Committee pursuant to Article 529 nonies of Royal Legislative Decree 1/2010 of 2 July approving the consolidated text of the Spanish Limited Liability Companies Law.

2. COMPOSITION, PERFORMANCE, POWERS AND MAIN ACTIVITIES
   1. Committee Composition

      In accordance with Article 36 of the Regulations of the Board of Directors, the Committee must be composed of a minimum of three and a maximum of six directors, all of whom must be non-executive Directors. Additionally, the Committee must appoint a Chair from among its members, who must be an independent Director in any case.

      At present, all Committee members are non-executive Directors. They are also independent Directors, except for Ms Elena Salgado Méndez, who is a proprietary Director. The Committee is chaired by an independent Director in compliance with Article 36 of the Regulations of the Board of Directors.

      The current members of the Company Committee are as follows:

      Name		Position		Capacity
      Ms Ana Bolado Valle ....................................................		Chairwoman		Independent
      Ms Silvia Mónica Alonso-Castrillo Allain ......................		Member		Independent
      Ms Ana Peralta Moreno ..............................................		Member		Independent
      Ms Elena Salgado Méndez ..........................................		Member		Proprietary

      Committee members have the knowledge, skills and experience necessary for the performance of the Committee's duties. In this regard, the directors' academic and professional profiles, as well as information on the amount of time served as directors of the Company, are available on the Company website (link).

      The Secretary to the Committee is Mr Francisco Palá Laguna, as he is the Secretary to the Company's

      Board of Directors.

   2. Committee Functioning

      The Committee held nine meetings in 2025. Of these, one was held in person and eight via video conference using computer software, in accordance with Article 7 of the Regulations of the Board of Directors. At each of the aforementioned meetings, the Secretary acknowledged the identity of all present members of the Committee. The Committee has therefore fulfilled its duty to meet with the frequency required to carry out its functions in an effective manner. Regarding the preparation and progress of meetings, the Chairwoman of the Committee called meetings with sufficient notice.

      Directors must attend such meetings regularly. Without prejudice to the foregoing, any Committee members who are unable to attend for justified reasons may delegate their vote to another director, providing such proxy with specific instructions. However, in 2025 all Committee members attended 100 % of meetings in person.

      In addition, the members of the Committee were provided with information on the items on the agenda prior to each meeting, thereby encouraging them to participate in the meetings and adopt informed resolutions.

      In addition to the members of the Committee, one or more Committee meetings were attended, whenever this was necessary or desirable in order to address specific matters within their remit, and following an invitation from the Chairwoman of the Committee to attend parts of the meeting other than deliberation and voting, by: (i) the CEO; (ii) the Director of Human Resources and General Services; and (iii) the Vice-Secretary to the Board of Directors. Some meetings were also attended by representatives of PricewaterhouseCoopers (PwC), Willis Towers Watson and Georgeson.

      Finally, it must be stipulated that the Secretary recorded the minutes of all the meetings held, setting out the proceedings, contents, deliberations and agreements adopted. The minutes of the Committee meetings were given to all members of the Committee and are available to all directors.

   3. Scope of powers of the Committee

      The Committee efficiently fulfils the duties it has been entrusted with in accordance with Article 36 of the Regulations of the Board of Directors. The Board of Directors thus has the following duties:

      • Evaluate the skills, knowledge and experience necessary on the Board of Directors. To this end, it shall define the functions and skills required of candidates to fill each vacancy, assessing the time and dedication required to perform their duties effectively.

      • Establish a target for representation of the under-represented gender on the Board of Directors and develop guidelines on how to achieve this target in accordance with the parity criteria established by law from time to time.

      • Submit proposals for the appointment of independent Directors to the Board of Directors through co-option or to be decided on at a General Meeting, in addition to proposals for the reelection or removal of these directors.

      • Report on the proposed appointment of other directors through co-option or to be decided on at a General Meeting, in addition to proposals for their reelection or removal.

      • Examine and organise the succession of the Chairman of the Board and the Company's CEO and, where applicable, make proposals to the Board of Directors in order for said succession to take place in an orderly and planned manner.

      • Report on proposals to appoint or remove senior officers and the basic terms of their contracts.

      • Propose to the Board of Directors which members should be part of each of the committees that have been created, in accordance with the provisions of the Board Regulations.

      • Propose to the Board of Directors the Remuneration Policy for directors and managing directors or senior officers who discharge senior management duties under the direct supervision of the Board of Directors, executive committees or CEOs and the individual remuneration and other contractual conditions of the executive Directors, overseeing compliance therewith.

      • Ensure the transparency of the remuneration and the inclusion in the annual report of information regarding the directors' remuneration.

      • Propose to the Board of Directors the standard conditions for senior officers' employment

        contracts.

      • Check compliance with the remuneration policy set by the Company.

      • Periodically review the remuneration policy applied to directors and senior officers, as well as the remuneration systems that include shares and how they are implemented, in addition to guaranteeing that their individual remuneration is proportional to that which is paid to other directors and senior officers of the Company.

      • Ensure that any conflict of interest does not interfere with the independence of the external advice given to the Nomination and Remuneration Committee.

      • Verify the information on the remuneration of directors and senior officers found in various

        corporate documents, including the Annual Report on Directors' Remuneration.

      • Propose a policy to the Board of Directors for its approval, aiming to facilitate an appropriate composition of the Board of Directors and annually verify compliance with it, making reference to this policy in the Annual Corporate Governance Report.

      • Ensure compliance with the rules on corporate governance. For these purposes, the Nomination and Remuneration Committee will at least be assigned the following tasks: (i) check the enforcement of the Company's rules on corporate governance; and (ii) regularly check and review the Company's corporate governance.

      • Propose to the Board of Directors any other matters within its remit that it may deem appropriate.

      • Any other duties that, where applicable, are attributed thereto by the Company Bylaws or Board Regulations.

   4. Main Activities Performed in 2025

      Below are the main activities carried out by the Committee in 2025:

      • Remuneration matters

        • Issuing a favourable opinion and proposing to the Board of Directors the approval of the Annual Report on the Remuneration of Directors.

        • Proposing to the Board of Directors, with advice from Willis Towers Watson, the CEO's and the management team's variable remuneration for 2024.

        • Establishing, with advice from Willis Towers Watson, the metrics, weightings and targets for the

          CEO's variable remuneration for 2025.

        • Agreeing, with advice from Willis Towers Watson, on the structure of the targets to establish the

          management team's variable remuneration for 2025.

        • Proposing to the Board of Directors, for approval by the Ordinary General Meeting of Shareholders, an increase in the maximum number of shares available under the long-term incentive plan approved at the 2024 Ordinary General Meeting of Shareholders (the "LTIP") with the aim of including in it the beneficiaries of the incentive plans previously in place at the French subsidiary Société Foncière Lyonnaise ("SFL") following its dissolution as a result of the merger by absorption.

        • Proposing to the Board of Directors, with advice from Willis Towers Watson, the metrics and parameters (including the number of shares to which beneficiaries will be entitled) for the second cycle (2025-2027) of the LTIP.

        • Providing preliminary information on the terms and conditions of the management team's variable remuneration for 2026 and the 2026-2028 cycle of the LTIP.

        • Analysing and discussing the new Colonial SFL Directors Remuneration Policy for 2027-2029.

        • Analysing the management team's and the CEO's remunerations compared to other companies

          in various sectors and countries.

        • Proposing to the Board of Directors, based on the degree of compliance with the indicators and the achievement of certain milestones, the settlement agreement and the number of shares to which beneficiaries will be entitled under the 2022-2024 LTIP, up to the maximum set by the General Meeting of Shareholders.

        • Acknowledging the management team's salary increase.

        • Ensuring compliance with the Remuneration Policy set by the Company.

        • Analysing Colonial SFL's remuneration policy for officers and employees resident in France compared to the equivalent policy applied to senior officers and employees in Spain.

      • Corporate Governance

        • Proposing to the Board of Directors a review of the succession plan for the Chairman of the Board of Directors and the CEO of the Company.

        • Issuing a favourable opinion on the Diversity and Non-Discrimination Policy and the Human Rights Policy.

      • Ordinary Management

        • Analysing the degree of compliance with the corporate governance recommendations set out in the Annual Corporate Governance Report.

        • Coordinating, drawing up and submitting to the Board its reports for 2024 assessing the performance of the Board of Directors, the Committee and the Sustainability Committee, as well as of the Chairman of the Board, the CEO and the Secretary to the Board, with advice from the external expert Georgeson.

        • Promoting the directors' refresher and training plan.

        • Analysing the composition and requirements of the Board of Directors, as well as the Company's

          shareholder structure.

        • Examining the qualifications of the members of the Board of Directors in accordance with the corporate documents, the Spanish Limited Liability Companies Law and corporate governance recommendations.

        • Overseeing the HR strategy and management.

        • Monitoring, overseeing and acknowledging the analysis of Colonial SFL's organisational structure and the resulting reports, with particular emphasis on organisational changes following the merger by absorption of SFL by Colonial.

        • Approving the new civil liability policy for directors and officers of Colonial SFL.

3. ASSESSMENT OF THE PERFORMANCE OF THE COMMITTEE AND IMPROVEMENTS

   The assessment of the Committee's performance carried out by the external expert Georgeson has led to positive conclusions, both in relation to its members and internal organisation and regarding the performance of its responsibilities.

   In relation to this, the following improvements (among others) were made in 2025 compared to 2024:

   • more rigorous compliance with the Committee's meeting schedule;

   • the length of meetings, adhering to the original plan; and

   • the competence with which the Committee carries out its duties.

4. CONCLUSIONS

   In view of the above, it can be concluded that the Committee:

   • is duly organised and made up of directors who have the skills and qualifications required to fulfil its purposes;

   • complies with the Operating Rules established by the Company Bylaws and the Regulations of the Board of Directors, and is organised correctly and efficiently to perform its duties and achieve its purposes; and

   • efficiently assumes and fulfils the responsibilities assigned to it by the applicable regulations and various corporate texts.

5. FORMULATION OF THE REPORT

This report was drawn up by the Nomination and Remuneration Committee on 20 January 2026 and is expected to be approved by the Board of Directors on 26 February 2026.