Colonial Sfl Socimi SaBME: COL

Appointments and Remuneration Committee Report on the Remuneration Policy (16. Informe CNR Poli tica de Remuneraciones ENTR 0)

· Issued by Colonial Sfl Socimi SA

FOR INFORMATIONAL PURPOSES ONLY. SPANISH VERSION PREVAILS.



COLONIAL SFL, SOCIMI, S.A. ORDINARY GENERAL MEETING OF SHAREHOLDERS (JUNE 2026) SUPPORTING REPORT BY THE NOMINATION AND REMUNERATION COMMITTEE REGARDING THE PROPOSAL FOR THE DIRECTORS' REMUNERATION POLICY (ITEM EIGHT ON THE AGENDA).
  1. PURPOSE OF THE REPORT

    This report (the "Report") has been prepared by the Nomination and Remuneration Committee of Colonial SFL, SOCIMI, S.A. (the "Company") in compliance with Article 529 novodecies of the recast text of the Spanish Limited Liability Companies Law, approved by Royal Legislative Decree 1/2010, of 2 July, which establishes that all proposals regarding directors' remuneration policies will be substantiated and must be accompanied by a specific report by the Nomination and Remuneration Committee.

    The purpose of this Report is to explain and substantiate the remuneration policy proposal for the Company's directors for fiscal years 2027, 2028, and 2029 (the "2027-2029 Remuneration Policy" or the "Policy").

    The current directors' remuneration policy for fiscal years 2024, 2025, and 2026 was approved by the General Meeting of Shareholders held on 15 June 2023 and will remain in effect until 31 December 2026 (the "2024-2026 Remuneration Policy"). Accordingly, the Nomination and Remuneration Committee has prepared this Report and has proposed to the Board of Directors the contents of the 2027-2029 Remuneration Policy to be put to the vote at the General Meeting of Shareholders.

    This Report, together with the text of the Policy proposal, will be made available to shareholders as of the publication of the notice of the General Meeting of Shareholders, as provided by law.

  2. REVIEW PROCESS

    The Policy has been prepared and designed based on the analysis conducted by the Nomination and Remuneration Committee, with the advice of an independent expert. This process has included an in-depth review of all aspects of the Executive Director's remuneration and the remuneration of the directors in their capacity as such.

    As part of this process, the Nomination and Remuneration Committee considered the votes on the annual report on directors' remuneration in recent fiscal years-96.05% of votes in favour in 2025 and 90.5% in 2024. It also considered the votes on the approval of the 2024-2026 Remuneration Policy, with 80.92% in favour.

    As a result of this deliberative process, the Nomination and Remuneration Committee proposed to the Board of Directors a Policy along the lines of the 2024-2026 Remuneration Policy but incorporates certain modifications seeking to bring it up to date with the current remuneration environment and to align it with best corporate governance practices and shareholder interests.



  3. ANALYSIS AND JUSTIFICATION OF THE PROPOSED CHANGES
    1. Executive Director

      With respect to the Executive Director, the Nomination and Remuneration Committee has conducted an in-depth analysis of all aspects of his remuneration, with a holistic and strategic approach. Specifically, the following factors have been examined:

      • The need to retain and motivate the Executive Director in the complex macroeconomic context of recent years, along with important corporate milestones for the Company such as the international merger with its subsidiary Société Foncière Lyonnaise (SFL) and the capital increase subscribed by Criteria Caixa, S.A.U. In these situations, his leadership has allowed the Company to obtain positive results.

      • The fact that the amounts of the Executive Director's fixed remuneration, annual variable remuneration, and long-term incentives remained unchanged during the 2024-2026 Remuneration Policy. At the same time, the positive evolution of remuneration for the Company's staff over the past three years was analysed.

      • The position of the Executive Director's total target remuneration with respect to comparable entities. In this regard, we considered a group of European REITs that are comparable in terms of size based on capitalisation, volume of assets, turnover, and number of employees.

      • The pay-for-performance principle established in the Policy. In this regard, the Executive Director's remuneration package is largely based on variable remuneration, particularly on the long-term incentive.

        In view of the above, the Board of Directors, at the proposal of the Nomination and Remuneration Committee, has proposed setting the Executive Director's fixed remuneration at 850,000 euros as of the entry into force of the 2027-2029 Remuneration Policy. This represents an increase of 6.25% (2% in annualized terms since the last increase made). This increase is lower than the average increase in the remuneration of the Company's employees and Management Committee, as well as that of the top-tier executives in the remuneration benchmarking group over the past three years. On the other hand, the remuneration mix will continue to be broadly based on variable remuneration (both annual variable remuneration and the long-term incentive).

        In addition, we propose discarding the section on extraordinary remuneration. This section of the 2024-2026 Remuneration Policy provides for the possibility that the Board of Directors, at the proposal of the Nomination and Remuneration Committee, may grant special incentives to the Executive Director in the event of extraordinary corporate transactions that generate significant added value, capped at 100% of the annual fixed remuneration. If applicable, a proposal of this kind would be submitted to the General Meeting of Shareholders for approval. This modification is made in response to comments and recommendations given by institutional investors and proxy advisors.



    2. Directors in their capacity as such

      With regard to the directors in their capacity as such, the maximum aggregate amount of annual remuneration paid to all of the Company's directors as a whole, for their position as members of the Board of Directors and its committees, is maintained at 2,700,000 euros in total. Should the number of members of the Board of Directors (13) increase, the aforementioned maximum amount may be increased by 10% per new member.

      As part of the maximum amount, remuneration for the directors includes a fixed annual remuneration for their position as members of the Board and each of its committees, as well as per diems for attending Board meetings. The Board of Directors is responsible for distributing this maximum amount among the directors, at the proposal of the Nomination and Remuneration Committee, taking into account their functions, responsibilities, time requirements, and any other objective circumstances that are deemed relevant.

  4. TERM

At the proposal of the Nomination and Remuneration Committee, the Board of Directors will submit the 2027-2029 Remuneration Policy for approval at the 2026 General Meeting of Shareholders. If approved, it will come into force on 1 January 2027 and will remain in force until 31 December 2029. Notwithstanding the above, at the proposal of the Nomination and Remuneration Committee, the Board of Directors may propose for approval a new policy or the modification of the 2027-2029 Remuneration Policy before the end of its term, if deemed appropriate.

* * * *

This report was prepared and approved by the Nomination and Remuneration Committee at its meeting held on May 7, 2026.

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