Board of Directors’ Report on the Share Capital Reduction (10. Informe CdA reduccio n de capital ENTR)

FOR INFORMATIONAL PURPOSES ONLY. SPANISH VERSION PREVAILS.

1. Purpose of the report

   This report is issued by the Board of Directors of Colonial SFL, SOCIMI, S.A. (the "Company") in relation to the share capital reduction through the redemption of treasury shares to be submitted for approval at the General Meeting of Shareholders.

   Pursuant to the provisions of Articles 286 and 318 of the consolidated text of the Spanish Limited Liability Companies Law approved by Royal Legislative Decree 1/2010 of 2 July (the "Spanish Limited Liability Companies Law") and related provisions of the Commercial Registry Regulations approved by Royal Decree 1784/1996 of 19 July, the aforementioned motion to be put forward to the General Meeting of Shareholders requires the following supporting report to be drawn up by the Board of Directors.

2. Justification for the motion

   The Board of Directors considers it advisable to reduce the Company's share capital by redeeming treasury shares, thereby supporting the Company's shareholder remuneration policy by increasing earnings per share.

3. Terms and conditions of the proposed capital reduction

   It is proposed to the General Meeting of Shareholders to reduce the Company's share capital by a nominal amount of €36,250,000 through the redemption of 14,500,000 treasury shares with a par value of €2.5 each, representing 2.311% of the Company's share capital, based on the number of shares currently outstanding.

   The shares to be redeemed include both Company shares held as treasury shares and Company shares acquired or to be acquired under the treasury share buyback programme approved by the Board of Directors on 26 February 2026 (the "Buyback Programme"), in all cases acquired pursuant to the relevant authorisations for the derivative acquisition of treasury shares conferred by the respective General Meetings of Shareholders of the Company.

   The establishment of the Buyback Programme and its terms and conditions were announced in the relevant communication of "Other Significant Information" made on 27 February 2026 (no. 39441).

   The Buyback Programme is governed by the following terms and conditions:

   "The Buyback Programme shall have the following characteristics:

   1. Purpose: To reduce the Company's share capital, following a resolution of the General Meeting of Shareholders and under the terms to be decided by it, by redeeming treasury shares in order to remunerate its shareholders through higher earnings per share.

   2. Maximum amount: The maximum amount allocated to the Buyback Programme is €50 million.

   3. Maximum number of shares: The maximum number of treasury shares to be purchased by the Company under the Buyback Programme is 9 million shares, representing 1.43% of the Company's share capital.

   4. Price and volume: Purchases of shares under the Buyback Programme shall be made in accordance with the terms and conditions regarding price and volume set forth in Article 3 of the Delegated Regulation.

   5. Approximate duration: The Buyback Programme will start on 2 March 2026 and is expected to remain in force for six months. However, the Buyback Programme may be terminated early if, prior to such date, the Company either purchases shares under the Buyback Programme at a price that reaches the maximum monetary amount or purchases the maximum number of shares under the Buyback Programme, or if any other circumstances should make it appropriate.

The Company shall inform of the suspension, modification or termination of the Buyback Programme by means of an appropriate announcement of "Other Significant Information". All share purchase transactions carried out under the Buyback Programme will be reported in the same way."

If the capital reduction resolution forming the subject of this report is approved, Article 5 of the Company Bylaws, concerning the Company's share capital, will be amended to reflect the new share capital and the new number of outstanding shares.

The proposed capital reduction would not result in the repayment of any contributions to shareholders as, at the time of carrying it out, the Company would be the holder of the shares to be redeemed.

The capital reduction would be made against unrestricted reserves. A reserve for an amount equal to the par value of the redeemed shares would be established. This would only be available for use if the same requirements as those applicable to the share capital reduction were fulfilled. Therefore, in accordance with Article 335 c) of the Spanish Limited Liability Companies Law, creditors would not have the right of opposition envisaged in Article 334 of the Spanish Limited Liability Companies Law.

The capital reduction must be completed within no more than one year from the date of adoption of the capital reduction resolution by the General Meeting of Shareholders.

The capital reduction resolution forming the subject of this report that is being proposed to the General Meeting of Shareholders authorises the Board of Directors, with express authority to delegate such authority to the CEO, the Secretary to the Board and the Vice Secretary to the Board, so that any of them, interchangeably and with a single signature, can take any action that may be necessary or advisable to give effect to the resolution.

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

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