Board of Directors’ Report on the Re-election of Directors. (12. Informe CdA reeleccio n Consejeros EN%5BTR%5D)

FOR INFORMATIONAL PURPOSES ONLY. SPANISH VERSION PREVAILS.

1. Purpose of the report

   This report has been drawn up by the Board of Directors of Colonial SFL, SOCIMI, S.A. (the "Company") in connection with the re-election, for the four-year term set forth in the Company Bylaws, of non-independent Directors of the Company.

   Pursuant to the provisions of section 5 of Article 529 decies of the consolidated text of the Spanish Limited Liability Companies Law passed by Royal Legislative Decree 1/2010 of 2 July (the "Spanish Limited Liability Companies Law"), the above-mentioned motions to be put to vote at the General Meeting require the Board of Directors to draw up this report to assess the skills, experience and merits of the proposed candidates.

2. Justification of the proposals

   The Board of Directors has considered the requirements that must be met by directors to fulfil their functions and the level of dedication required to effectively carry out their duties, all this in line with the Company's Selection and Diversity Policy approved by the Board of Directors at the proposal of the Nomination and Remuneration Committee, which was most recently updated in December 2025 (the "Policy"). The Policy is based on the principles of diversity and balance in the composition of the Board of Directors as part of the general aim of running the Board effectively and in a professional manner and improving the quality of the corporate management.

   In accordance with the Policy, the selection of candidates requires a prior analysis of the Company's needs by the Board of Directors based on a report provided by the Nomination and Remuneration Committee. This process aims to identify people who meet the criteria of qualifications, personal and professional good standing and ability required by the Policy, ensuring that the selection procedures foster diversity - in relation to age, gender, diverse abilities, education and professional background - and avoid any implicit bias that could result in discrimination based on sex, age or diverse abilities, among others.

   In view of this, the assessment of the proposed re-elections submitted to the General Meeting for approval has taken into account the criteria of merit, competence, availability and diversity of profiles and experience brought by each candidate to the Board of Directors as a whole, ensuring that the candidates' personal circumstances can never be considered as a limiting factor, in accordance with the Company's own internal regulations and the recommendations of the Code of Good Governance.

   The Board of Directors has taken into account the report issued by the Company's Nomination and Remuneration Committee on 7 May 2026 in connection with the motions for the re-election of directors.

   To this end, the Board of Directors fully endorses the aforementioned report of the Nomination and Remuneration Committee, which is also available to shareholders on the Company's website and at its registered office (Paseo de la Castellana, 52, 28046 Madrid).

   1. Re-election of Mr Juan José Brugera Clavero

      In order to submit the proposal for the re-election of Mr Juan José Brugera Clavero as an "other external" director, the Board of Directors has examined the report in his favour issued by the Nomination and Remuneration Committee in accordance with section 6 of Article 529 decies of the Spanish Limited Liability Companies Law, following an analysis of the current members of the Board of Directors, its needs and the shareholding structure of the Company. The requirements that must be met by directors to fulfil their functions and the level of dedication required to effectively carry out their duties were also appraised.

      The Board of Directors endorses the conclusions of that report, which are reproduced verbatim below:

      • "Mr Juan José Brugera Clavero was appointed executive Director of the Company following a resolution adopted by the General Meeting of Shareholders in June 2008 and was re-elected to this post following resolutions adopted by the General Meeting of Shareholders on 30 June 2014 and 24 May 2018. In connection with the evolution of the Company's corporate governance model, and in order to further separate its supervisory functions from its executive ones - in accordance with best practices in corporate governance and with the recommendations of the Code of Good Governance of Listed Companies issued by the Spanish Securities Market Commission (the "Code of Good Governance") - the Board of Directors resolved that, with effect from 30 April 2022, the Chairman of the Board of Directors should no longer have any executive functions and should continue as non-executive Chairman under the category of "other external" director. Subsequently, at the General Meeting of Shareholders held on 21 June 2022, it was resolved to re-elect him as an "other external" director of the Company.

      • During that time, Mr Juan José Brugera Clavero carried out his functions faithfully as a loyal representative, acting in good faith and in the best interests of the Company, according to the principle of personal responsibility, with freedom of judgement and independence with respect to third-party instructions and relationships.

      • As part of the analysis of the composition of the Board of Directors and its needs, the Nomination and Remuneration Committee has assessed, among other considerations, the knowledge brought by the director to the governing body. In accordance with the matrix of competencies approved by the Board of Directors at the proposal of the Nomination and Remuneration Committee, which has been included in the Sustainability Report for 2025, Mr Juan José Brugera Clavero has demonstrated knowledge and experience in seven of the nine areas of expertise for which all Board members have been assessed - real estate, international matters, management and administration, finance, ESG, corporate governance and previous experience on other boards - which makes him one of the members of the Board with the most comprehensive set of competencies.

      • In the course of his professional career, Mr Juan José Brugera Clavero has gained extensive knowledge of the sector and the Company, something that is regarded as strategically important for meeting the challenges currently facing the European real estate sector. In

        particular, his uninterrupted relationship with the Company for over three decades - as CEO since 1994, as executive Chairman since 2008 and as non-executive Chairman since 2022 -provides him with exceptional knowledge of the Company.

      • The Nomination and Remuneration Committee also places high value on the full availability and dedication demonstrated by Mr Juan José Brugera Clavero, who attended all meetings of the Board of Directors held in 2025. This is evidence of his active involvement in the governance of the Company and his full commitment to the position.

      • Furthermore, the good results obtained by Mr Juan José Brugera Clavero in the annual appraisals of his performance as Chairman, carried out by an independent expert whose report was submitted to the Board of Directors by the Nomination and Remuneration Committee, have also been taken into consideration.

      • Academic profile and career

      • He has been Chairman of the Board of Directors of Colonial SFL since 2008 and previously held the position of CEO from 1994 to 2006. Chairman of the Board of Directors of Société Foncière Lyonnaise ("SFL") from 2010 to April 2022. Previously he was Chief Executive Officer of Mutua Madrileña, CEO of SindiBank and Deputy General Manager of Banco de Sabadell. He has been Chairman of the Board of Trustees of Universidad Ramón Llull (URL); Chairman of the ESADE Foundation, Panrico, Holditex and the Círculo de Economía in Barcelona, and director of El Periódico de Catalunya. He is an Industrial Technical Engineer and holds an MBA from ESADE. PDG from IESE and Honorary Doctorate from the University of Rhode Island."

        In view of all of the above, the Board of Directors considers, taking into account the report in favour issued by the Nomination and Remuneration Committee, that Mr Juan José Brugera Clavero has the specific knowledge, skills and competencies and the necessary merits and experience, and meets the requirements of personal and professional good standing, suitability, reliability, availability and commitment to the functions entailed in this role, for his re-election as a member of the Board of Directors of the Company, under the category of "other external" director, for the four-year term set forth in the Company Bylaws to be put forward at the Ordinary General Meeting of Shareholders.

   2. Re-election of Mr Pedro Viñolas Serra

      In order to submit the proposal for the re-election of Mr Pedro Viñolas Serra as executive Director, the Board of Directors has examined the report in his favour issued by the Nomination and Remuneration Committee, pursuant to the provisions of section 6 of Article 529 decies of the Spanish Limited Liability Companies Law, following an analysis of the current members of the Board of Directors, its needs and the shareholding structure of the Company. The requirements that must be met by directors to fulfil their functions and the level of dedication required to effectively carry out their duties were also appraised.

      The Board of Directors endorses the conclusions of that report, which are reproduced verbatim below:

      • "Mr Pedro Viñolas Serra was appointed executive Director of the Company following a resolution by the Board of Directors adopted in July 2008 and was confirmed in this post by a resolution adopted by the General Meeting of Shareholders on 21 November 2008. Subsequently, Mr Pedro Viñolas Serra was re-elected to this post by the General Meeting of Shareholders on 30 June 2014. On the same date, the Board of Directors resolved to ratify his

        appointment as CEO of the Company and delegated to him each and every one of the powers that may be delegated by law and under the Company Bylaws. Finally, at the General Meetings of Shareholders of 24 May 2018 and 21 June 2022, it was resolved to re-elect him as director of the Company, in the category of executive Director.

      • During that time, Mr Pedro Viñolas Serra carried out his functions faithfully as a loyal representative, acting in good faith and in the best interests of the Company, according to the principle of personal responsibility, with freedom of judgement and independence with respect to third-party instructions and relationships.

      • As part of the analysis of the composition of the Board of Directors and its needs, the Nomination and Remuneration Committee has assessed, among other considerations, the knowledge brought by Mr Pedro Viñolas Serra to the governing body. In accordance with the matrix of competencies approved by the Board of Directors at the proposal of the Nomination and Remuneration Committee, which has been included in the Sustainability Report for 2025, Mr Pedro Viñolas Serra has demonstrated knowledge and experience in all nine areas of expertise for which all Board members have been assessed - real estate, international matters, management and administration, finance, audits, risk and compliance, ESG, corporate governance, and legal and tax matters - as well as previous experience on other boards, demonstrating an exceptionally wide range of competencies for the fulfilment of his executive functions.

      • Since he was appointed as a member of the Board of Directors, Mr Pedro Viñolas Serra has demonstrated that he has the ability to manage the Company and the necessary knowledge, aptitudes and experience to carry out the functions assigned to him. In this regard, an independent expert has assessed the CEO's work on an annual basis, and the Nomination and Remuneration Committee has submitted the resulting report to the Board of Directors. The Board has concluded from this that Mr Pedro Viñolas Serra has diligently and effectively fulfilled the functions assigned to him by the Company Bylaws and the Regulations of the Board of Directors, as well as those delegated to him by the Board of Directors. As an example of this successful record, it should be highlighted that the merger with SFL, a strategic operation that has transformed the Group, was completed in October 2025 under his executive leadership. In addition, Mr Pedro Viñolas Serra also served as Chairman of the Board of Directors of SFL until the completion of the merger. As a result, he is in a position to undertake the integration stage with full and direct knowledge of the Group's resulting structure.

      • The Nomination and Remuneration Committee also places high value on the full availability and dedication demonstrated by Mr Pedro Viñolas Serra in 2025, when he attended all meetings of the Board of Directors.

      • Academic profile and career

He has an undergraduate degree in Business Management and an MBA from ESADE and holds a Diploma in Business Management from the Barcelona University, where he also studied Law. In 1990, Mr Pedro Viñolas began to work as Director of the Research Department at the Barcelona Stock Exchange, of which he later became Deputy Managing Director, where he remained until 1997. He then took up duties as Managing Director of FILO, S.A., a listed real estate company, where he remained until 2001. Subsequently, until July 2008, he was Partner and CEO at the Riva y García Financial Group.

He has been Chairman of the Urban Land Institute in Spain and a member of the Board of Directors of the Riva y García Financial Group. He was also Chairman of the Spanish Institute

of Financial Analysts in Catalonia from 1994 to 2000. He was Chairman of the Board of Directors of SFL until its merger with the Company in October 2025. He is a member of the Board of Trustees of ESADE, a member of the Board of Directors of Bluespace, S.A., and a member of the Board of Directors of the European Public Real Estate Association (EPRA). He has also been a member of the Board of Directors of Banco Sabadell since March 2023."

In view of all of the above, the Board of Directors considers, taking into account the report in favour issued by the Nomination and Remuneration Committee, that Mr Pedro Viñolas Serra has the specific knowledge, skills and competencies and the necessary merits and experience, and meets the requirements of personal and professional good standing, suitability, reliability, availability and commitment to the functions entailed in this role, for his re-election as a member of the Board of Directors of the Company, under the category of executive Director, for the four-year term set forth in the Company Bylaws to be put forward at the Ordinary General Meeting of Shareholders.

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This report was prepared and approved by the Board of Directors at its meeting of 14 May 2026.