REPORT OF THE AUDIT AND CONTROL COMMITTEE OF COLONIAL SFL, SOCIMI, S.A. ON RELATED-PARTY TRANSACTIONS CARRIED OUT IN 2025
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INTRODUCTION
This report has been drawn up by the Audit and Control Committee of Colonial SFL, SOCIMI, S.A. (the "Company" and, together with its subsidiaries, the "Group") in relation to the related-party transactions carried out by the Company in 2025.
Recommendation No. 6 of the Code of Good Governance for Listed Companies published by the Spanish Securities Market Commission (CNMV) recommends listed companies to draw up a number of reports and publish them on their corporate website sufficiently in advance of the next Ordinary General Meeting of Shareholders. Among others, Recommendation No. 6 mentions an Audit Committee report on related-party transactions.
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APPLICABLE REGULATIONS
The consolidated text of the Spanish Limited Liability Companies Law approved by Royal Legislative Decree 1/2010, of 2 July (the "Limited Liability Companies Law"), defines related-party transactions as "transactions carried out by the company or its subsidiaries with directors, shareholders holding at least 10% of the company's voting rights or with representation on the Board of Directors, or with any other persons that should be considered related parties under International Accounting Standards adopted in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards".
By way of exception to the above, the following will not be considered related-party transactions: (i) transactions carried out between the Company and its fully owned subsidiaries, either directly or indirectly; (ii) the Board of Directors' approval of the terms and conditions of contracts to be concluded with directors who are to carry out executive functions including, if applicable, the CEO or senior officers; as well as the establishment by the Board of the specific amounts or remuneration to be paid under such contracts; and (iii) transactions carried out by the Company with its subsidiaries or investee companies, provided that no other party related to the Company has holdings in such subsidiaries or investee companies.
In accordance with the Limited Liability Companies Law and the Regulations of the Board of Directors of the Company, responsibility for approving related-party transactions for an amount or value of 10% or more of the total asset entries in the most recent annual balance sheet approved by the Company shall lie with the General Meeting of Shareholders. The power to approve all other related-party transactions lies with the Board of Directors, who may not delegate this power except in relation to related-party transactions: (i) concluded with Group companies in the Company's ordinary course of business and under market conditions, or (ii) concluded under contracts with standard terms that are applied en masse to a large number of clients, at rates or prices established for general application by the party acting as supplier or provider of the goods or services in question, for an amount that does not exceed 0.5% of the Company's net turnover.
Approval may only be given by the General Meeting of Shareholders or the Board of Directors following a report by the Audit and Control Committee. For these purposes, the Audit and Control Committee
collects and examines all the information and documentation on related-party transactions to be approved by the General Meeting of Shareholders or the Board of Directors in accordance with the applicable regulations and the Regulations of the Board of Directors.
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RELATED-PARTY TRANSACTIONS CARRIED OUT IN 2025
In 2025, the Company's Audit and Control Committee analysed all potential related-party transactions that would require approval by the Board of Directors or the General Meeting of Shareholders of the Company in accordance with the Limited Liability Companies Law and the Regulations of the Board of Directors.
In particular, as a result of the merger between the Company (as the absorbing company) and Société Foncière Lyonnaise ("SFL") (as the absorbed company), the shareholders of SFL other than the Company and SFL itself received treasury shares of the Company in exchange for their shares in SFL in accordance with the exchange ratio of 13 Colonial shares for each SFL share agreed in connection with the merger. On the date of the merger (1 October 2025), the Chairman of the Company, Mr Juan José Brugera Clavero, held 12,000 shares in SFL. Therefore, in accordance with the above-mentioned exchange ratio, his SFL shares were automatically exchanged for 156,000 shares of the Company, without any individual decision on his part.
The Audit and Control Committee authorised this related-party transaction and issued a favourable opinion on it on the basis that it was considered reasonable from the standpoint of the Company and its shareholders. The Board of Directors, having considered the reports of the Audit and Control Committee, had authority to approve the transaction. Mr Juan José Brugera Clavero abstained from voting.
On the other hand, no related-party transactions that require approval by the General Meeting of Shareholders due to their value or amount have been identified.
Below is a breakdown of the related-party transaction carried out by the Company in 2025, which was approved by the Board of Directors following a report by the Audit and Control Committee:
Related party
Nature
Competent body
Description
Amount
(thousands of €)
SFL
Corporate
Board of Directors
Delivery of Colonial shares in exchange for SFL shares as a result of the merger by absorption of SFL (absorbed company) by Colonial (absorbing
company).
865.8
The related-party transaction included in this report is the only transaction that the Audit and Control Committee has considered a related-party transaction during the 2025 financial year in accordance with the applicable regulations described in section 2 above, without prejudice to those transactions that are included in the annual financial statements as having such status under the accounting standards.
- APPROVAL OF THIS REPORT
This report was drawn up and approved by the Company's Audit and Control Committee at its meeting
of 24 February 2026.
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