2024 Annual corporate governance report

SCHEDULE I TEMPLATE

ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED COMPANIES

Corporate Name:

DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIÓN, S.A.

Registered Office:

C/ JACINTO BENAVENTE, 2A (EDIFICIO TRIPARK), (LAS ROZAS DE MADRID), 28232,

MADRID

(Free translation from the original in Spanish. In the event of discrepancy, the Spanish- language version prevails.)

ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED COMPANIES

A. OWNERSHIP STRUCTURE

A1 Complete the following table on share capital and the attributed voting rights, including, where appropriate, those corresponding to shares with a loyalty vote as of the closing date of the year:

Indicate whether company bylaws contain the provision of double loyalty voting:

Yes ☐

No ☒

Please indicate whether the company has granted loyalty voting rights:

Yes ☐

No ☒

Indicate whether different classes of shares exist with different associated rights:

Yes ☐

No ☒

The Extraordinary General Shareholders' Meeting held on December 27, 2024, the details of which have been communicated to the market by the Company through various Relevant Information communications (registration numbers 31920, 32328, 32398 and 32520), agreed to carry out a reverse stock split, delegating its execution to the Board of Directors.

As a result of the reverse stock split and the capital reductions carried out as a consequence of the reverse stock split, on February 11, 2025, the share capital of the Company was set at 580,588,980 euros, divided into 58,058,898 shares with a nominal value of 10.00 euros each.

A.2 List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:

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Indicate the most significant movements in the shareholder structure during the year:

Most significant movements

There have been no significant movements in the shareholder structure.

A3 Whatever the percentage, provide details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, excluding the directors who have been identified in section A.2, above:

Mr. José Wahnon Levy, Ms. Gloria Hernández García, Mr. Sergio Antonio Ferreira Dias, and Ms. Luisa Deplazes de Andrade Delgado are direct holders of 0.0103%, 0.0083%, 0.0053%, and 0.0126% of the voting rights attached to the shares, respectively.

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Consequently, among the various members of the board, they hold 0.0365% of the total voting rights.

As of the date of this report, Mr. Sergio Antonio Ferreira Dias is the direct holder of 0.0119% of the voting rights attached to the shares, and consequently, among the various members of the board, they hold 0.0432% of the total.

Details of the indirect holding:

List the total percentage of voting rights represented on the Board:

A.4 Indicate, where applicable, any family, commercial, contractual or corporate relationships between owners of significant holdings, insofar as these are known by the company, unless they are insignificant or arise from ordinary trading or exchange activities, except for those reported in section A.6:

A.5 Indicate, where applicable, any commercial, contractual or corporate relationships between owners of significant holdings and the company and/or group, unless they are insignificant or arise in the ordinary course or line of business:

A.6 Describe the relationships, unless insignificant for the two parties, that exist between significant shareholders or shareholders represented on the Board and directors, or their representatives, in the case of legal-entity directors.

Explain, where applicable, how the significant shareholders are represented. Specifically, indicate those directors who have been appointed to represent the significant shareholders, those whose appointment was proposed by significant shareholders, or those related to significant shareholders and/or entities in its group,

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specifying the nature of such relationships. In particular, indicate, where applicable, the existence, identity and position of the Board members, or the directors' representatives, of the listed company who are also members of the managing body, or their representatives, of companies with significant shareholdings in the listed company or in the companies in the group of those significant shareholders.

A.7 Indicate whether the company has been notified of any side agreements affecting it pursuant to Articles 530 and 531 of the Capital Companies Law. If so, provide a brief description and list the shareholders bound by the agreement:

Yes ☐

No ☒

Indicate whether the company is aware of the existence of any concerted actions among its shareholders. If so, provide a brief description:

Yes ☐

No ☒

Expressly indicate any amendments to or termination of such agreements or concerted actions during the year:

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A.8 Indicate whether there are any individuals or legal entities that exercise or may exercise control over the company in accordance with Article 5 of the Securities Market Law: If so, identify:

Yes ☒

No ☐

Name or corporate name

LETTERONE INVESTMENT HOLDINGS, S.A.

A.9 Complete the following table with details of the company's treasury shares:

At year-end:

As a result of the reverse stock split and the capital reductions carried out by the Company in 2025, the Company has become the holder of 4,375 direct treasury shares.

(*) Through:

Explain any significant changes during the year:

Explain the significant changes

During the 2024 financial year, 19,323,660 shares have been delivered to the directors as remuneration.

A.10 Provide details of the conditions and term of the current authority conferred by the shareholders' meeting on the Board of Directors to issue, buy back or transfer treasury stock.

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The General Shareholders' Meeting held on 7 June 2022 delegated to the Board of Directors the power to increase the share capital, for a maximum period of five years, up to a maximum nominal amount not exceeding the half of it on the date of the authorisation, within the limits and with the requirements established in the Capital Companies Law, with attribution of the power to exclude the preferential subscription right to a maximum of 20% of the share capital on the date of the authorisation. This agreement superseded, in the unused portion, the corresponding agreement adopted by the Board on 31 July 2020.

Also, at the General Shareholders' Meeting of 7 June 2022, it was agreed to authorise the Board of Directors, with express power of substitution and for a maximum period of five years, to issue convertible securities in, or with the right to subscribe, new shares of the Company, for a maximum amount of €500,000,000, and to exclude the preferential subscription right. This last power is limited to a maximum of 20% of the share capital on the date of authorisation. This agreement superseded, in the unused portion, the corresponding agreement adopted by the Board on 31 July 2020.

Lastly, the Shareholders' Meeting held on 28 June 2023 expressly resolved to authorise the Board of Directors, with express powers of delegation, in accordance with the terms of Article 146 of the Capital Companies Law, to proceed with the derivative acquisition of the Company's shares under the following conditions:

1. The purchases may be made directly by the Company or indirectly through its dependent companies under the same terms of said resolution.
2. The purchases will be made through purchase, exchange, or any other operations permitted by law.
3. The purchases may be made at any time up to the maximum amount permitted by the law.
4. The purchases may not be made at a price exceeding the share price or less than the par value of the share.
5. This authorisation is granted for a maximum term of five years from the time of said resolution.
6. As a result of the purchase of shares, including those that the Company or the person acting in their own name but on behalf of the Company had acquired previously and had in their portfolio, the resulting equity may not be reduced to an amount less than the sum of the share capital plus the restricted legal or bylaw reserves, all in accordance with Article 146.1.b) of the Capital Companies Law.

It was expressly stated that shares purchased as a result of this authorisation may be used both for transfer or redemption and for application of the remuneration systems considered in paragraph three a) of Article 146.1 of the Capital Companies Law, in addition to carrying out the programs which will foster participation in the Company's capital such as, for example, dividend reinvestment plans, incentive plans and other analogous instruments.

A.11 Estimated floating capital:

A.12 Indicate whether there are any restrictions (bylaw, legislative or of any other nature) placed on the transfer of shares and/or any restrictions on voting rights. Specifically, indicate the existence of any type of restriction that may inhibit a takeover attempt of the company through acquisition of its shares on the market, and those regimes for the prior authorisation or notification that may be applicable, under industry- specific regulations, to acquisitions or transfers of the company's financial instruments.

Yes ☐

No ☒

A.13 Indicate whether the shareholders' meeting has agreed to take breakthrough measures to prevent a takeover bid by virtue of the provisions of Law 6/2007.

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1. SHAREHOLDERS' MEETING

B.1 Indicate and describe any differences with respect to the minimum rules established in the Capital Companies Law (LSC) regarding the quorum required for the constitution of the shareholders' meeting.

Yes ☐

No ☒

B.2 Indicate and, as applicable, describe any differences with respect to the rules established in the Capital Companies Law (LSC) for the adoption of corporate resolutions:

Yes ☐

No ☒

B.3 Indicate the rules governing amendments to the Company's bylaws. In particular, indicate the majorities required to amend the bylaws and any rules to protect shareholders' rights when amending the bylaws.

The rules applicable are in line with the regulations established in the Capital Companies Law. Therefore, in accordance with Article 16 of the Bylaws, the Shareholders' Meeting is the body with jurisdiction to amend the Bylaws. With respect to the right to information in the case of amendment, Article 19 of the Bylaws establishes that, in addition to the information required by law, the call notice must include the right corresponding to all the shareholders to examine at the registered office the complete text of the amendment proposed and the report on it, and to request the delivery or free shipment of these documents.

Likewise, under Article 286 of the Capital Companies Law, where an amendment is proposed to the Bylaws, the directors must draft the full text of the proposed amendment and a report justifying it, which must be made available to the shareholders with the notice of call of the Shareholders' Meeting that is to deliberate on such amendment.

With respect to the quorum and the majorities needed to approve an amendment to the Bylaws of DIA, Article 23 of the Bylaws, pursuant to Article 194 of the Capital Companies Law, requires that, in order for the Shareholders' Meeting to be validly convened at first call, shareholders holding at least 50% of the subscribed voting capital must be present in person or by proxy. At second call, it will suffice for 25% of the capital to attend. In order to adopt a resolution to amend the Bylaws, pursuant to Article 201 of the Capital Companies Law, if the capital present in person or by proxy exceeds 50%, at first or second call, it will suffice for the resolution to be adopted by absolute majority. However, the affirmative vote of two-thirds of the capital present in person or by proxy at the Meeting will be necessary if, at second call, shareholders representing 25% or more of the subscribed voting capital without reaching 50% are present.

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B.4 Give details of attendance at Shareholders' Meetings held during the reporting year and the two previous years:

The Extraordinary General Meeting of December 27, 2024, was held exclusively by electronic means.

B.5 Indicate whether there has been any item on the agenda at the shareholders' meetings held during the year that has not been approved by the shareholders.

Yes ☐

No ☒

B.6 Indicate whether the bylaws impose any minimum requirement on the number of shares required to attend the shareholders' meetings or to vote by remote means:

Yes ☐

No ☒

B.7 Indicate whether it has been established that certain decisions, other than those established by law, entailing an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions must be submitted for approval to the Shareholders' Meeting.

Yes ☐

No ☒

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