Colonial Sfl Socimi SaBME: COL

Report by the Audit and Control Committee on the independence of the external auditor (09. COL JGO 2026 Informe sobre la independencia del auditor externo 2025 ENTR)

· Issued by Colonial Sfl Socimi SA

FOR INFORMATIONAL PURPOSES ONLY. SPANISH VERSION PREVAILS.



AUDIT AND CONTROL COMMITTEE REPORT ON THE INDEPENDENCE OF THE EXTERNAL AUDITOR

Under Article 529 quaterdecies.4 f) of the consolidated text of the Spanish Limited Liability Companies Law approved by Royal Legislative Decree 1/2010, of 2 July (the "LSC"), as amended by Law 22/2015, of 20 July, on Accounts Auditing (the "Accounts Auditing Law"), one of the Audit and Control Committee's powers is the issuance, on an annual basis and before the accounts audit report, of a report expressing: (i) an opinion on whether the independence of the accounts auditor is compromised; and (ii) a reasoned assessment of the provision of each and every additional service of any kind, considered individually and as a whole, other than the statutory audit and in relation to the independence regime or the regulations governing accounts audits.

By drafting this report before the accounts audit report, the Audit and Control Committee of Colonial SFL, SOCIMI, S.A. (the "Company") complies with the above obligation, as stipulated in Article 32.6) of the Company Bylaws, Article 35.11) of the Regulations of the Board of Directors and Article 4.16) of the Regulations of the Audit and Control Committee.

The report will be published on the Company website upon the call for the Ordinary General Meeting of Shareholders, in compliance with the recommendations of the Code of Good Governance for Listed Companies.

Pursuant to Article 529 quaterdecies.4 e) of the LSC and Article 32.5) of the Company Bylaws, on 24 February 2026 the Audit and Control Committee received the statement of independence from Deloitte Auditores, S.L. ("Deloitte"), the external auditor of the Company and its subsidiaries, concerning the audit of the individual and consolidated annual financial statements for the year ended 31 December 2025.

The external auditor's statement reported that:

  • The audit team and Deloitte, with the extensions that may apply to them, have met the applicable requirements of independence according to the provisions of the Spanish Accounts Auditing Law and Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, as well as the International Code of Ethics for Professional Accountants (IESBA Code) applicable to public-interest entities.

  • The fees charged to the Company and its related entities, itemised by both audit and non-audit services, for the year ended 31 December 2025 by Deloitte and its network are as follows:

    • Total audit fees: 701 thousand of euros.

    • Other verification services: 217 thousand of euros.

    • Total for audit and audit-related services: 918 thousand of euros.
    • Tax services: 0 euros.

    • Total tax services: 0 euros
    • Other services: 204 thousand of euros.

    • Total for other services: 204 thousand of euros.
    • Total for professional services: 1,122 thousand of euros.
  • Internal policies and procedures have been designed and put in place to give the Company reasonable assurance that Deloitte and the firms in its network remain independent. These include procedures aimed at identifying and assessing any threats that may arise from circumstances related to audited companies, including any that may entail conflicts of interest and, where appropriate, the application of any necessary safeguarding measures.

  • In relation to audits for the period covered by the financial statements up to the issuance of the statement of independence by Deloitte, no circumstances have been identified, either individually or as a whole, that might significantly jeopardise their independence and therefore require the application of safeguarding measures, or that might entail conflicts of interest.

The Company has a procedure in place, approved by the Audit and Control Committee, to authorise the external auditor to perform services other than the accounts audit. Pursuant to the said procedure, the Audit and Control Committee has analysed the audit and non-audit services rendered by Deloitte and other firms in its network to the Company and its subsidiaries, which are attached hereto together with the other services provided by the external auditor.

In view of the above, the Audit and Control Committee concludes that there are no objective reasons to question the independence of the external auditor under audit regulations, and it therefore issues a favourable opinion on the independence of Deloitte as auditor of the Company and its subsidiaries.

Madrid, 24 February 2026

ANNEX NON-AUDIT SERVICES PROVIDED TO THE COLONIAL GROUP BY THE EXTERNAL AUDITOR Other verification services

Number of

assignments

Description

Fees (thousand

of euros)

1

Limited review report on the abbreviated consolidated interim financial statements at 30

June 2025.

132

1

Agreed-upon procedures reports on ratios linked to acquisition and financing

agreements (covenants) - bonds issued before 2019.

3

1

Agreed-upon procedures reports on ratios linked to acquisition and financing

agreements (covenants) - bonds issued after 2019.

10

1

Comfort letters - renewal of the EMTN Programme.

43

1

Comfort letters - issuance of bonds under the EMTN Programme.

20

1

Agreed-upon procedures report not related to Ecoembes, covenants or subsidies.

9

Total

217

Tax services

Number of

assignments

Description

Fees (thousand

of euros)

--

--

Total

--

Other services

Number of

assignments

Description

Fees (thousand

of euros)

1

Due Diligence reports

204

Total

204

Company analysis