Nicolas Correa, S.a.BME: NEA

Notice for the General Ordinary Shareholders´ Meeting 2026

· Issued by Nicolas Correa, S.a.

NICOLÁS CORREA, S.A.

NOTICE OF ANNUAL GENERAL SHAREHOLDERS' MEETING

The board of directors of Nicolás Correa, S.A. (the "Company") hereby calls the shareholders to the annual general shareholders' meeting to be held on April 27, 2026, at 12:00 hours, at the registered office located at c/ Alcalde Martín Cobos nº 16-A, Burgos, on first call and, in the event the required quorum is not reached, at the same location on April 28, 2026, at 12:00 hours, on second call, in accordance with the following:

Agenda
  1. Approval of the annual accounts (balance sheet, profit and loss account, cash flow statement, statement of changes in equity, and notes to the financial statements) and the management report of the Company, all relating to financial year 2025.

  2. Approval of the consolidated annual accounts (consolidated balance sheet, consolidated profit and loss account, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement, and consolidated notes to the financial statements) and the consolidated management report, all relating to financial year 2025.

  3. Approval of the consolidated non-financial information statement for financial year 2025.

  4. Approval of the management performance of the board of directors for financial year 2025.

  5. Approval of the allocation of profit for financial year 2025 and distribution of an ordinary dividend.

  6. Ratification of the co-option appointment and re-election of Mr. Borja Oria Riu as an independent director.

  7. Approval of the amendment to the current board of directors' remuneration policy and determination of its term of validity for the period from its approval through the following three financial years.

  8. Determination of the maximum aggregate amount of remuneration payable to the directors in their capacity as such.

  9. Approval of the application to the chief executive officer of a share delivery plan involving shares of Nicolás Correa, S.A. as part of her remuneration.

  10. Authorization to the board of directors for the derivative acquisition of treasury shares, rendering without effect the authorization approved by the general shareholders' meeting of April 25, 2024.

  11. Submission to an advisory vote of the annual report on directors' remuneration for financial year 2025.

  12. Delegation of powers to the board of directors for the interpretation, rectification, supplementation, execution, and implementation of the resolutions adopted by the general meeting.

Attendance

Attendance shall be governed by the provisions set forth in the Articles of Association, the Regulations of the General Shareholders' Meeting of the Company, and applicable legislation.

All shareholders, including those without voting rights, may attend the general meeting.

It shall be an essential requirement for attendance that the shareholder's ownership of shares be recorded in the corresponding book-entry register at least five (5) days prior to the date scheduled for the general meeting on first call. Compliance with this requirement shall be evidenced by presentation of the appropriate certificate issued by one of the depositary entities.

Right of representation

Any shareholder entitled to attend the general meeting may appoint a proxy to act on his or her behalf, subject to compliance with the legally required formalities and requirements, those set forth in the Articles of Association and the Regulations of the General Shareholders' Meeting, as well as those contained in this notice.

The proxy appointment must be accepted by the representative and must be conferred on a special basis for this general shareholders' meeting, either by means of delegation printed on the attendance card or by any other means permitted by law.

Proxy appointments may also be conferred through electronic means or by postal correspondence.

  • Electronic means:

    The proxy appointment and the identity of the principal must be duly verified. Proxy appointments conferred through electronic means shall be accepted when the electronic document by which representation is conferred incorporates the recognized electronic signature of the principal and complies with the remaining requirements established under applicable legal provisions.

  • Postal corres pondence:

The attendance card issued by the depositary entity or the form available for this purpose on the Company's website must be duly completed. In both cases, the ownership of shares by the represented shareholder must be evidenced.

For purposes of validity, proxy appointments conferred through remote means of communication must be received by the Company at the registered office or by email at accionistas@correa.es no later than 24:00 hours on the day immediately preceding the date of the general meeting on first call.

Personal attendance at the general meeting by a shareholder who has previously delegated his or her representation, regardless of the means used, shall render the delegation without effect.

Conflict of interest:

For the purposes of the provisions of Articles 523 and 526 of the Spanish Companies Act (Ley de Sociedades de Capital), shareholders are hereby informed that the chairwoman of the board, as well as any other member of the board of directors, may be in a conflict of interest situation.

The person to whom representation has been conferred shall not be deemed to be in a conflict of interest situation where the represented shareholders have given the representative precise voting instructions.

Remote voting:

Shareholders of the Company with voting rights who do not attend the general meeting may cast their vote on the items of the agenda prior to the meeting through remote means of communication, provided they comply with the legally required formalities and the requirements set forth in this notice.

For the purpose of casting a remote vote, the shareholder may use the card issued by the entities participating in the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores (IBERCLEAR) or any successor entity, or download it from the Company's website (www.nicolascorrea.com/es), duly complete it, sign it by hand, and submit it by (i) certified postal mail to the Company's registered office located at Calle Alcalde Martín Cobos, 16-A, Burgos; or (ii) email to accionistas@correa.es.

The shareholder must correctly indicate the direction of the vote in respect of each of the proposed resolutions submitted to the general meeting, enclosing the original document evidencing ownership of shares, issued for such purpose by the depositary entity, together with a photocopy of his or her national identity document or passport. In the case of a legal entity, a copy of the document evidencing the authority of the person signing the remote voting card on its behalf must also be submitted.

Only votes received by the Company by 11:00 hours on the day of the general shareholders' meeting on first call shall be deemed valid. Shareholders who cast their vote remotely on the terms set out above shall be deemed to be present for purposes of the quorum of the general meeting.

A shareholder casting a remote vote who does not indicate voting instructions with respect to any item on the agenda shall be deemed to wish to vote in favor of the respective proposals put forward by the board of directors. The shareholder exercising a remote vote must have his or her shares recorded in the corresponding book-entry register at least five (5) days prior to the date on which the general meeting is to be held. In the event that a transfer of shares conferring voting rights takes place after such prior period, the remote vote shall be rendered without effect. Likewise, a remote vote shall be deemed revoked by the personal attendance at the general meeting of the shareholder who cast it.

Right to information:

Shareholders may examine at the Company's registered office, located at Calle Alcalde Martín Cobos, 16-A, Burgos, all documents relating to the items on the agenda to be submitted to a vote, as well as on the Company's website (https://www.nicolascorrea.com/es) on an uninterrupted basis until the general meeting is held, or obtain the free delivery or dispatch thereof upon request up to the fifth (5th) day prior to the date scheduled for the meeting on first call.

In particular, the following documents are made available to the shareholders:

  1. The notice of call.

  2. Information on the total number of shares and voting rights as at the date of the notice.

  3. The full text of the proposed resolutions for each item on the agenda, as submitted by the board of directors.

  4. The full text of the annual accounts (balance sheet, profit and loss account, cash flow statement, statement of changes in equity, and notes to the financial statements) and the management report of the Company and its consolidated group for financial year 2025, together with the respective reports of the Company's statutory auditor.

  5. The consolidated non-financial information statement for financial year 2025.

  6. The reports referred to in Article 529 decies of the Spanish Companies Act regarding the director whose co-option appointment and re-election is submitted to the general shareholders' meeting, together with the document containing his identity, curriculum vitae, and the category to which he belongs.

  7. The Annual Corporate Governance Report for financial year 2025.

  8. The Annual Remuneration Report for financial year 2025.

  9. The text of the directors' remuneration policy for the period from its approval through financial years 2027, 2028, and 2029, together with the reports referred to in Article 529 novodecies of the Spanish Companies Act.

  10. The share delivery plan for the chief executive director.

  11. The attendance, proxy, and voting card.

Supplement to the Shareholders ' Meeting Notice

In accordance with Article 519 of the Spanish Companies Act, Article 11 of the Articles of Association, and Article 8bis of the Regulations of the General Shareholders' Meeting, shareholders representing at least three percent (3%) of the share capital may request that a supplement to the notice of the general shareholders' meeting be published, including one or more additional items on the agenda, provided that the new items are accompanied by a justification or, as the case may be, a duly justified propos ed resolution. Likewise, shareholders representing at least three percent (3%) of the share capital may submit reasoned proposed resolutions on matters already included in the agenda of this notice.

The exercise of these rights must be effected by means of reliable written notice (notificación fehaciente) to the Company, which must be received at the registered office, located at Calle Alcalde Martín Cobos, 16-A, Burgos, to the attention of the secretary of the board of directors, within five (5) days following the publication of this notice, indicating the identity of the shareholders exercising the right and the number of shares held by them, together with any other documentation that may be appropriate.

Attendace of a Notary to the General meeting:

The board of directors has resolved to request the attendance of a notary public to draw up the minutes of the general meeting, in accordance with the provisions of Article 203 of the Spanish Companies Act, in connection with Articles 101 and 103 of the Commercial Registry Regulations and Article 6.5 of the Regulations of the General Shareholders' Meeting of the Company.

Electronic Shareholders ' Forum

In accordance with Article 539.2 of the Spanish Companies Act, the Company has made available an electronic shareholders' forum on the Company's website, which may be accessed, subject to proper safeguards, by both individual shareholders and any voluntary associations that may be established pursuant to the provisions of said Article.

Data protection

Personal data submitted by shareholders to the Company for the exercise of their attendance, proxy, and voting rights at the general meeting, or provided by banks and securities firms and agencies with which such shareholders have deposited their shares, shall be processed by the Company solely for the purposes of calling, organizing, and holding the general meeting. Such data shall be incorporated into a file owned by the Company, and shareholders may in all cases exercise their rights of access, rectification, cancellation, and objection, where legally applicable, by written communication addressed to the Company's registered office.

In cases where personal data of third parties are included on the attendance or proxy voting card, the shareholder must inform such third parties of the foregoing matters and comply with any other requirement necessary for the transfer of personal data to the Company, without the Company being required to take any additional action.

Expected celebration date of the General Shareholders Meeting

Given the quorum of attendance required for the valid adoption of the resolutions included in the proposal submitted for shareholder approval and based on the experience of prior years, it is hereby communicated that the general meeting as convened will, in all likelihood, be held on second call, on April 28, 2026.

Burgos, February 26, 2026.

Director - Secretary Ana Nicolás-Correa Barragán

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