Informe anual de gobierno corporativo 2024

ANNUAL REPORT ON REMUNERATION OF THE

DIRECTORS OF LISTED CORPORATIONS

IDENTIFYING DATA OF ISSUER

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 REPORT ON REMUNERATIONS OF

DIRECTORS OF LISTED CORPORATIONS

1. COMPANY REMUNERATION POLICY FOR THE CURRENT YEAR

A.1.1 Explain the Directors' remuneration policy in force for the current fiscal year. To the extent that it is relevant, certain information may be included by reference to the remuneration policy approved by the Shareholders' Meeting, provided the inclusion thereof is clear, specific and exact.

A description should be provided of the specific determinations, for the current fiscal year, regarding the remuneration of the Directors both in their capacity as such and for the performance of executive functions, made by the Board of Directors in accordance with both the provisions of the contracts signed with the executive Directors and with the remuneration policy approved by the Shareholders' Meeting.

In any event, at minimum, the following aspects should be reported:

1. Description of the procedures and company bodies involved in determining, approving and applying the remuneration policy and its conditions.
2. Indicate and, where applicable, explain whether comparable companies have been taken into account in order to establish the company's remuneration policy.
3. Information on whether any external advisors took part in this process and, if so, their identity.
4. Procedures contemplated in the current Director remuneration policy to apply temporary exceptions to the policy, conditions on which such exceptions may be used and components that may be subject to exceptions according to the policy.

Directors' remuneration policy in force in the current fiscal year

The Directors' remuneration policy of DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIÓN, S.A. ("DIA" or the "Company") in force is the one approved by the Extraordinary Shareholders' Meeting held on 7 June 2022, with a favourable vote of 95.5632% of the share capital present and represented at said Shareholders' Meeting, and is applicable from the day of its approval by said General Meeting and during the three years following its approval, that is, during the fiscal years 2023, 2024 and 2025.

The current remuneration policy of DIA's Directors is in general terms, a continuation of the previous remuneration policy in which the news in the area of Director remuneration introduced by Law 5/2021 has also been taken into account.

Given the expiration in 2025 of the current remuneration policy, DIA plans to submit a new remuneration policy for directors to the approval of the General Shareholders' Meeting of 2025. This new remuneration policy, if approved by the General Meeting, is expected to be applicable from the day following its approval by the General Meeting and for a maximum of three fiscal years, i.e. 2026, 2027 and 2028. As of the date of this report, the Company is working on the preparation of the new remuneration policy for submission to the 2025 Annual General Shareholders' Meeting.

The current remuneration policy complies with the remuneration plan established provided for in Articles 16 and 38 of the bylaws and complies with the provisions of Articles 529 septdecies, 529 octodecies and 529 novedecies of the LSC.

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In accordance with the possibility established in Article 529 novedecies.1 of the Capital Companies Law, this policy on DIA's Directors' remuneration (the "Remuneration Policy"), which replaces the policy approved by the Shareholders' Meeting held on 30 August 2019, applies from the same date of its approval by the Annual Shareholders' Meeting of 7 June 2022 and for the following three fiscal years, that is, until 31 December 2025.

The objective of the Remuneration Policy is to contribute to the business strategy and to the long-term interests and sustainability of the Company and is based, among others, on the principles of commitment and attraction and retention of talent, transparency, external and internal equity and fostering the creation of value for the Company and its shareholders in the long term.

Specifically, the Directors' remuneration system is designed in a manner that contributes to the fulfilment of the company's strategies and to the maximisation, on a sustained basis, of the Company's value and ensures that its amount does not condition their independence. For these purposes:

• The Directors' remuneration for their services as such is limited to the non- executive non-proprietary Directors and consists of a fixed allowance in cash and of deferred remuneration in shares under the Restricted Share Plan for Directors.
• The variable remuneration is only available to the executive Directors and is linked to the achievement of financial-economic and/or non-financial parameters aligned with the strategic objectives of the Company and the long-term creation of value, such that the elements for measuring that performance are not based solely on one-off, occasional or extraordinary events.
• Any variable remuneration paid will be subject to a clawback clause.

The criteria used to determine the Remuneration Policy are included in Article 38 of the Company's bylaws and Article 33 of the Board of Directors' Regulations, and they differ according to whether the Directors are executive or non-executive.

Specific determinations regarding the remuneration of the Directors both in their capacity as such and for the performance of executive functions

In relation to the specific determinations for fiscal year 2025, both of the remuneration of the Directors for their status as such, as well as for the performance of executive functions, the Nomination and Remuneration Committee and the Board of Directors will apply the Remuneration Policy.

In this regard, pursuant to Article 38 of the corporate bylaws, the office of Director, in the capacity of such, is remunerated.

However, the remuneration policy establishes that only non-proprietary non-executive Directors will receive remuneration in their capacity as directors of the Company, which will consist of:

1. A fixed allowance in cash, established by the Board of Directors, which may adapt the amount to be received by each Director according to the functions and responsibilities entrusted to each one, membership on Board of Directors' committees and any other objective circumstances that it considers pertinent.

The maximum annual amount of the fixed allowance for all Directors for their services as such is established by the Shareholders' Meeting as 1,350,000 euros.

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The annual fixed allowance of non-executive non-proprietary Directors is initially established at the following amounts:

Annual basic remuneration:

1. Chairman of the Board of Directors: 250,000 euros gross.
2. Deputy Chairman of the Board of Directors: 200,000 euros gross.
3. Member of the Board of Directors: 100,000 euros gross.
   Additional annual remuneration for membership on committees:

1. Committee Chairman: 50,000 euros gross.

b) Committee Member: 20,000 euros gross.

The Board of Directors may review the above amounts within the maximum limit established by the Shareholders' Meeting for the fixed allowance for all the Directors for their services as such.

1. Deferred remuneration in shares under the "Restricted Share Plan" for non- executive non-proprietary Directors, with the following principal conditions which are approved by the General Shareholders' Meeting:

1. Description: The Restricted Share Plan is a share-based remuneration plan that consists of granting to non-executive non-proprietary Directors of the Company a right to receive free of charge a certain number of common DIA shares at the end of the vesting period established for the purpose and provided that (without prejudice to any exceptions that apply) the Director has continued to hold their office for the entire vesting period.
2. Grant of rights under the Restricted Share Plan: Each non-executive non-proprietary Director may be granted a right to receive shares under the Restricted Share Plan on the occasion of their appointment, of each reappointment as Director of the Company or at the end of the vesting period of any prior right.
3. Vesting period: The vesting period will be for a term that will normally be similar to the Director's term of office in accordance with the Corporate Bylaws of the Company
   (currently two years), which may be counted from Annual Shareholders' Meeting to Annual Shareholders' Meeting (taking 31 May as the date of the Annual Shareholders'
   Meeting for these purposes), although it will be possible to establish vesting periods with a longer term (by no more than 12 months) or shorter where necessary or advisable for the better management of the Restricted Share Plan (e.g., in cases of appointments or reappointments on dates other than that of the Annual Shareholders' Meeting).
4. Individual grant: Each right will refer to a number of shares equal to the result of multiplying the amount of €50,000 by the number of years of the term of the vesting period and dividing it by the reference price of the share, rounded to the closest unit. The reference price will, as a general rule, be the average closing price of the DIA share during the 15 trading sessions immediately preceding the reference date of the grant (which may be the effective date of the appointment or reappointment of the Director or the end of the vesting period of any prior right). The Board of Directors is authorised to adjust the number of shares allocated to each right in accordance with the application of the usual anti-dilution clauses.

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1. Vesting: The right to receive the shares will accrue proportionally during the vesting period, but the right will not vest and the shares will not be delivered until the end of such period. If the Director vacates office before the end of the vesting period for a reason not attributable to a breach of their duties, the Board of Directors is authorised to vest the right to receive all or some of the shares allocated and bring forward the delivery of such shares to the moment of vacation of office, all the foregoing depending on the circumstances present.
2. Other obligations: Directors will be under the obligation to hold any delivered shares until they vacate office (although this rule will not apply to any shares that the Director needs to dispose of in order to pay the costs relating to their acquisition).

The Board of Directors is authorised, on the broadest terms, with express powers to subdelegate, to implement, develop, interpret, formalise, execute, operate and settle the Restricted Share Plan, adopting as many resolutions and signing as many public or private documents as may be necessary or advisable to give full effect to the Plan, with the authority as well to correct, rectify, amend or supplement the Plan.

To enable the implementation and operation of the Restricted Share Plan, the Shareholders' Meeting, in accordance with Article 219 of the Capital Companies Law, approved the allocation of 140,000,000 common shares of the Company with a par value of €0.01 each for the grant of rights under the Restricted Share Plan for the term of this Remuneration Policy (i.e., until 31 December 2025). The Company may allocate to coverage of the Restricted Share Plan the shares that make up or that may make up its treasury stock from time to time or use other appropriate coverage systems.

This Remuneration Policy does not contemplate the payment of fees for attendance at meetings of the Board of Directors or of the Board committees; however, Directors will be reimbursed for any duly justified expenses they may incur in performing their functions.

At the date of preparation of this report, the non-proprietary non-executive Directors are: Ms. Luisa Deplazes de Andrade Delgado, Mr. Marcelo Maia Tavares de Araújo, Mr. Vicente Trius Oliva, Ms. Gloria Hernández García, Mr. José Wahnon Levy and Mr Sergio Antonio Ferreira Dias.

In relation to executive directors, the remuneration to be received by them for performing executive functions at the Company (which are therefore different from the functions related to their status as members of the Board, which is not remunerated) is structured as follows:

1. Fixed remuneration, determined considering the content of the executive functions assigned and the merits of the executive Director.
2. Variable remuneration, the purpose of which is to reinforce their commitment to the Company and encourage the best performance of their functions, which may include:
3. • Short-termvariable remuneration (annual bonus), payable in cash and linked to the achievement of economic, financial and non-financial targets and, as the case may be, the fulfilment of personal targets.
   • A medium- and long-term variable remuneration, consisting of medium- and long-term incentive systems (multi-year bonuses, share or stock option plans, warrants on shares or referenced to the share price, or analogous systems) linked to Company performance in relation to certain economic and financial and/or non-financial parameters aligned with the Company's strategic

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objectives and long-term value creation, as well as to continued employment in the Company or the Group for a certain period of time and to the executive Director's performance. A portion of the variable remuneration of the executive Directors may have the consideration of minimum or guaranteed remuneration.

All of the variable remuneration received by the executive Directors will be subject to a clawback clause under which the Company may seek reimbursement of the variable components of the remuneration in certain cases such as, for example, where it comes to light that the variable remuneration was settled and paid in whole or in part on the basis of information that is subsequently and clearly shown to be seriously false or inaccurate.

The maximum annual aggregated amount of short-term fixed and variable remuneration of an executive Director will be 3,000,000 euros gross.

The maximum value of the medium- and long-term variable remuneration of an executive Director may not exceed 200% of their annual fixed remuneration multiplied by the number of years of reference of the medium- and long-term variable remuneration plan (normally three years).

1. Some items of remuneration in kind, in order to offer a competitive and attractive remuneration package to the executive Directors. That remuneration in kind may consist of, without limitation: accommodation, life and accident insurance, health insurance, an annual medical check-up or a company car, in accordance with the
   Company's policies. In all cases, remuneration in kind shall not exceed 5% of the executive Director's annual fixed remuneration.
2. Remuneration from the post-contractual noncompete undertaking: Where an executive Director's contract contains a post-contractual non-compete undertaking, their remuneration may include periodic fixed remuneration as consideration for such undertaking, which may not exceed the fixed remuneration corresponding to the noncompete period.
3. Severance for removal: payments for termination of the executive contract will not exceed an amount equal to two years of the executive Director's total annual remuneration.

The Board of Directors may periodically review the executive directors' pay package, within the framework of this Remuneration Policy and subject to the above limits, considering, in particular, the executive's worth and merits, market conditions at peer companies and the fact that it can be borne the Company.

At the date of this report, the Company does not have any executive director.

The following sections describe the characteristics of the remuneration system of the Directors of DIA, established in the remuneration policy in force on the date of preparation of this report.

Description of the procedures and company bodies involved in determining, approving and applying the remuneration policy and its conditions

The bodies in charge of drafting the remuneration policy for the Company's Directors are the Board of Directors and the Nomination and Remuneration Committee, being, in accordance with Articles 16 and 38 of the DIA Bylaws and Article 529 novodecies 7.b) of the Capital Companies Law, the General Meeting of Shareholders has the power to approve:

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1. the remuneration policy of the Directors, in accordance with the provisions of the applicable legislation,
2. the maximum amount of the remuneration to be paid by the Company to its Directors,
3. establishing the Director remuneration systems consisting of the delivery of shares or rights over them or which are indexed to the share value, and
4. the Company's annual report on Directors' remuneration, on a consultative basis, as a separate item on the agenda.

In accordance with Article 38 of the bylaws and Article 5 of the Board of Directors' Regulations, pursuant to Articles 249, 249 bis and 529 octodecies of the LSC, the Board of Directors is in charge of the following:

1. Adopting decisions relating to the remuneration of Directors for their services as such and to establish the conditions of the contract for executive Directors, including their remuneration for the performance of executive duties, within the framework of the bylaws and the remuneration policy approved by the Shareholders' Meeting and in force from time to time.
2. Formulation of the Directors' remuneration report.

In addition, according to the provisions of Article 5.5.i) of the Board of Directors' Regulations, this body is competent to prepare the annual corporate governance report and the annual report on Directors' remuneration, and to submit it to the General Shareholders' Meeting.

Pursuant to Article 24.5 of the Company's Board of Directors' Regulations, the Nomination and Remuneration Committee has the following functions, among others:

1. Propose to the Board of Directors the remuneration policy for Directors and general managers or those who perform their senior management functions under the direct supervision of the Board of Directors or the Executive Chairman, as well as the individual remuneration and other contractual conditions of executive Directors, ensuring compliance therewith.
2. Monitor compliance with the remuneration policy set by the Company.
3. Periodically review the remuneration policy applied to directors and senior executives, including share-based remuneration schemes and their application, and check that their individual remuneration is proportionate to that paid to other Directors and senior executives of the Company.
4. Verify the information on Directors' and senior executives' remuneration contained in the various corporate documents, including the annual report on Directors' remuneration.

The Board of Directors' Regulations of DIA in Article 24.1 establish that the Nomination and Remuneration Committee is composed of a minimum of three and a maximum of five Directors, appointed by the Board of Directors itself from among its non-executive Directors, at least two of whom must be independent Directors.

At the date of preparation of this report, the composition of the Nomination and Remuneration Committee is as follows:

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as a whole or to ensure its viability, and which may affect any of the components of the Directors' remuneration system.

These situations will include the appointment of Directors with executive functions, for whom specific conditions may be established with respect to the components of their remuneration provided for in section 3 of the Remuneration Policy.

The procedure to be followed should any circumstance arise that justifies applying such temporary exceptions will be as follows:

1. The Nomination and Remuneration Committee will issue a report assessing the circumstances that would trigger the application of the exceptions and the affected remuneration that would be modified.
2. In preparing the report, the Nomination and Remuneration Committee may rely on the opinion of an external third party.
3. In view of the conclusions of the report, the Nomination and Remuneration Committee would, where appropriate, draw up the proposal for exceptional application which would be submitted to the Board of Directors for approval, where appropriate.

In any event, the Company will duly inform, in the annual report on remuneration, about the exceptional situation that has led the Board of Directors to approve the application of the temporary exception, as well as the component(s) subject to such exception.

A.1.2 Relative importance of variable remuneration items in relation to fixed remuneration (remuneration mix) and the criteria and targets taken into consideration in their determination and to guarantee a suitable balance between the fixed and variable components of the remuneration. In particular, state the steps taken by the company in relation to the remuneration system to reduce exposure to excessive risks and adapt it to the long-term goals, values and interests of the company, which will include, as the case may be, a mention of the measures to guarantee that the long-term results of the company are taken into account in the remuneration policy, the measures adopted in relation to those categories of staff whose professional activities have a material impact on the risk profile of the company and measures to avoid conflict of interest.

Furthermore, state whether the company has established any period for the accrual or vesting of certain variable remuneration items, in cash, shares or other financial instruments, any deferral period in the payment of amounts or delivery of accrued and vested financial instruments, or if any clause has been agreed that reduces the deferred remuneration not yet vested or that obliges the Director to return remuneration received, when such remuneration has been based on figures that have since been clearly shown to be inaccurate.

As established in the Remuneration Policy, only executive Directors have the possibility of receiving variable remuneration, thus complying with Recommendation no. 57 of the Code of good governance for listed companies.

The Remuneration Policy establishes that the variable remuneration system of the executive Directors is intended to enhance their commitment to the Company and encourage the best performance of their functions. Said variable remuneration must be based on predetermined and measurable criteria that seek to assess the contribution of executive Directors, in the exercise of their executive duties, to the business objectives of the Company and the DIA Group, and may include two variable components: (i) a short-term variable remuneration component (annual bonus), and (ii) as appropriate, a medium- and long-term variable remuneration component (multi-year bonuses, share plans or options or warrants on shares or referenced to the value of the shares or similar

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systems) linked to the performance of the Company in relation to certain economic- financial and/or non-financial parameters aligned with the strategic objectives of the Company and the creation of value long-term as well as permanence in the Company or the Group for a certain period of time and the performance of the executive Director.

During 2024 the Company did not have any executive Director. At the date of this report the Company does not have any executive Director.

A.1.3 Amount and nature of the fixed components which are expected to accrue in the fiscal year in favour of the Directors in their capacity as such.

According to the Remuneration Policy in force, the maximum amount of the fixed remuneration payable to the Directors as a whole, in their capacity as such, is 1,350,000 euros. That amount is the one in force for fiscal year 2025 and shall remain in force until the General Shareholders' Meeting of DIA approves a new amount, as the case may be.

For fiscal year 2025, the fixed annual remuneration is set at the amounts specified in the remuneration policy in force, included in section A.1.1 above.

A.1.4 Amount and nature of the fixed components which will accrue to the executive Directors in the fiscal year for the performance of senior management functions

As noted above in section A.1.2, the company does not have any executive Directors.

A.1.5 Amount and nature of any component remuneration in kind that will accrue in the fiscal year, including but not being limited to insurance premiums paid in favour of the Director

The non-executive Directors do not receive any remuneration in kind.

A.1.6 Amount and nature of variable components, making a distinction between those established on a short- and long-term basis. Financial and non-financial parameters, including in the latter social, environmental and climate change parameters, selected to determine the variable remuneration in the fiscal year in course; explanation of to what extent those parameters are related to the remuneration of both the Director and of the entity, and to its risk profile; the methodology, mandatory time period and techniques established to be able to determine, at the end of the fiscal year, the effective degree of achievement of the parameters applied in the design of the variable remuneration: explanation of applicable criteria and factors as regards the time required and the methods for verifying the achievement of performance or any other type of conditions to which the accrual and vesting of each variable remuneration component was linked.

Indicate the range in monetary terms of the different variable components according to the degree of achievement of the objectives and parameters established, and whether there is any maximum monetary amount in absolute terms.

As indicated in the preceding sections, the Remuneration Policy only envisages variable remuneration for executive Directors, and it is linked to the fulfilment of some economic- financial and/or non-financial parameters aligned with certain strategic objectives of the Company and the creation of long-term value, such that if the objectives set for a certain period are not met, variable remuneration will not accrue.

However, as indicated above, at the date of this report the Company does not have any executive Director.

A.1.7 Main characteristics of the long-term savings plans. Among other information, state the contingencies covered by the system, whether it is a defined contribution or a defined benefit system, the annual contribution that has to be made to defined contribution

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