Alantra Partners S A : Report prepared by the Appointments and Remuneration Committee on the modification of the Company’s Director Remuneration Policy, together with the motivated proposal of the Board of Directors and the new text of the Policy. See PDF

MOTIVATED PROPOSAL OF THE BOARD OF DIRECTORS OF ALANTRA PARTNERS, S.A. ON THE AMENDMENT OF THE DIRECTORS' REMUNERATION POLICY, INCLUDED IN ITEM 9 OF THE AGENDA OF THE ANNUAL GENERAL MEETING TO BE HELD ON 27 AND 28 APRIL 2022, AT FIRST AND SECOND CALL, RESPECTIVELY

1. INTRODUCTION
   Pursuant to the provisions of article 529 novodecies of the consolidated text of the Spanish Companies Act approved by Royal Legislative Decree 1/2010, of 2 July (the " LSC"), the Board of Alantra Partners, S.A. ("Alantra" or "the Company"), following a favourable report from the Appointments and Remuneration Committee -which is attached to this proposal-, at its meeting held on 2 March 2022, has prepared and approved this motivated proposal to amend the current director's remuneration policy (the "Remuneration Policy" or the "Policy"), approved by the Annual General Shareholders' Meeting held on 28 October 2020 for the financial years 2021 to 2023, both inclusive.
   This proposed amendment to the Remuneration Policy will be submitted for approval at the Annual General Shareholders' Meeting, which is expected to be held on 27 April 2022.
2. JUSTIFICATION FOR THE PROPOSED UPDATE
   The Board of Directors has decided to undertake certain amendments to the Policy for two purposes:
3. 1. On one hand, it is proposed to amend the Policy in order to adapt its content to the new provisions on remuneration introduced to article 529 novodecies of the LSC by Law 5/2021, of 12 April, which amends the revised text of the Spanish Companies Act, with regard to the promotion of long-term shareholder involvement in listed companies ("Law 5/2021"). In accordance with the provisions of section one of the First Transitional Provision of Law 5/2021, it is proposed to submit for approval the adaptation of the Policy to these amendments at the first General Meeting held after the entry into force of Law 5/2021.
      As indicated in the supporting report of the Appointment and Remuneration Committee, the Policy is amended to explain (i) how the Policy contributes to the business strategy and the long-term interests and sustainability of the Company, (ii) how the conditions of remuneration and employment of employees of the Group have been taken into account, (iii) the decision-making process for its determination, review and implementation, and (iv) the management of conflicts of interest.
      To reflect the content of point (i), a section has been introduced in the Policy (Section 2 "Principles and Objectives") which sets out the principles and objectives governing the remuneration of directors and explains the elements taken into account for its determination. In particular, it describes how directors' remuneration contributes to the business strategy, and to the long-term interests and sustainability of the Company, as well as its alignment with the Alantra Group's Remuneration Policy, both in terms of the principles that inspire them and in the determination of their components.
      To reflect the content of point (ii), a new section 3 has been added to the Policy ("Consideration of employees' pay and employment conditions") to reflect the way in which the policy applicable to the rest of the Group's employees is taken into account in determining the executive chairman's remuneration.

Page 1 of 3

The content of points (iii) and (iv) has been reflected in two new sections: section 4 ("Decision-making process for setting remuneration policy") and the new section 5 ("Management of conflicts of interest").

1. On the other hand, it is proposed to amend the Policy to update the remuneration of the Executive Chairman with the same purpose for which it was already updated in 2018, i.e. to establish an appropriate and competitive system for the only executive director of the Company which, in addition, does not have a negative impact on the level of risk of the entity, but avoids that the still existing restrictions on the proportion between fixed and variable remuneration harm the alignment of interests of the Executive Chairman with the achievement of the results objectives of the Company. The proposal consists of the following:
2. 1. to increase the fixed remuneration of the Executive Chairman for the financial year 2022 and subsequent years by an amount of 400,000 euros, to 1,400,000 euros; y
   2. maintaining its current variable remuneration scheme, but (i) increasing from 60% to 90% the percentage of upward or downward variation of the quantitative element of the variable remuneration based on the degree of fulfilment of qualitative objectives, and (ii) increasing from 700,000 to 1,100,000 the amount to be deducted from the resulting variable remuneration.

The purpose of this scheme is to adapt the amounts to the evolution of the Company's results and to establish a system that, without having a negative impact on the entity's risk level, prevents restrictions on the ratio between fixed and variable remuneration from undermining the incentive and competitive nature of the executive chairman's remuneration.

However, as explained in the report of the Appointments and Remuneration Committee, in the event that during the term of this Remuneration Policy (i) Directive (EU) 2019/2034 of 27 November 2019 on the prudential supervision of investment firms is transposed into Spanish law, and (ii) the financial supervisor, based on the activities and risks of the Alantra Group, were to remove the current limiting restrictions on the ratios between the variable component and the fixed component of the total remuneration of key executives, the fixed remuneration of the Executive Chairman would revert to the initial amount of EUR 300,000 and the percentage adjustment, upwards or downwards, of the variable remuneration will revert to 60%. This reversal of conditions shall occur, if applicable, with economic effect as of 1 January of the financial year in which the circumstances described under (i) and (ii) of this paragraph are met.

In view of the above, the Board of Directors of Alantra has agreed to propose the approval by the General Shareholders' Meeting of the aforementioned amendments to the Remuneration Policy.

3. DURATION

The Remuneration Policy shall apply to the remuneration of directors up to and including the financial year 2023, unless the General Shareholders' Meeting adopts a resolution amending or replacing it during its period of validity, in accordance with the provisions of

Page 2 of 3

article 529 novodecies of the Capital Companies Act.

Notwithstanding the foregoing, all remuneration paid to directors or former directors under the Remuneration Policy for Alantra's directors for the financial year 2021 approved by Alantra's General Shareholders' Meeting on 28 October 2020 shall be valid.

In any case, the Company shall adopt such measures as it deems appropriate or necessary in relation to the Company's Directors' Remuneration Policy within the legal framework applicable to the Group from time to time.

4. PROPOSED RESOLUTION TO BE SUBMITTED TO THE ANNUAL GENERAL MEETING FOR APPROVAL

The Board of Alantra submits for approval of the Annual General Meeting the following resolution under item nine of the Agenda:

"NINETH.	Approval, as the case may be, of an amendment to the current
	Directors' Remuneration Policy

It is resolved to approve, pursuant to the provisions of article 529 novodecies of the Spanish Companies Act and in accordance with the motivated proposal approved by the Board of Directors at its meeting of 22 March 2022, accompanied by the mandatory report of the Appointments and Remuneration Committee, an amendment to the current Remuneration Policy of the Company's Directors (the "Remuneration Policy"), which will be in force until the financial year 2023, inclusive.

The amendments to the Remuneration Policy are made, firstly, in accordance with the provisions of section one of the First Transitional Provision of Law 5/2021, of 12 April, which amends the revised text of the Capital Companies Act, with regard to the promotion of long-term shareholder involvement in listed companies, this being the first General Meeting to be held after the entry into force of the aforementioned Law. Secondly, the Remuneration Policy is also amended to introduce, given the evolution of the company's results, an update of the fixed and variable remuneration of the Executive Chairman with the same purpose for which the same was already updated in 2018, that is, to establish an adequate and competitive system for the only executive Director of the Company that, additionally, does not have a negative impact on the risk level of the entity, but avoids that the still existing restrictions on the ratio between fixed and variable remuneration harm the alignment of the Executive Chairman's interests with the achievement of the Company's performance targets. Should the current restrictions limiting the ratios between the variable and fixed component of the total remuneration of key executives be removed, the fixed and variable remuneration of the Chief Executive Officer will revert to the initial scheme established in 2015.

It is hereby stated for the record that, since the date of the call to the Annual General Meeting, the Company has made available to the shareholders the full text of the Remuneration Policy, the Report of the Appointments and Remuneration Committee, together with the reasoned proposal of the Board of Directors, justifying the proposed amendment of the Directors' Remuneration Policy."

Madrid, 22 de marzo de 2022

Page 3 of 3

REPORT OF THE APPOINTMENTS AND REMUNERATION COMMITTEE OF ALANTRA PARTNERS, S.A. CONCERNING THE PROPOSED AMENDMENT OF THE CURRENT DIRECTORS' REMUNERATION POLICY

1. PURPOSE OF THE REPORT

This report is drawn up by the Appointments and Remuneration Committee (the "Committee") of the Board of Directors of Alantra Partners, S.A. (the "Company") in accordance with the provisions of section 4 of article 529 novodecies of Royal Legislative Decree 1/2010, of 2 July, approving the revised text of the Spanish Companies Act ("LSC"), which establishes the obligation to accompany the reasoned proposal to amend the Remuneration Policy with a report from the Appointments and Remuneration Committee (the "Report").

The directors' remuneration policy (the "Remuneration Policy" or the "Policy") was first approved by the Shareholders' Meeting on 28 April 2015 for the financial years 2015 and 2016, and subsequently amended and renewed by resolutions of the shareholders' meeting on 27 April 2016, for the financial years 2016 and 2017, and on 28 April 2018, for the financial years 2018 to 2020.

The current Policy was approved on 28 October 2020 for the financial years 2021 to 2023, therefore, its validity ends on 31 December 2023. Notwithstanding its validity, the Committee proposes to the Board of Directors to undertake certain amendments to the Policy, which will be applied for the remuneration of 2022 and 2023 (unless further amended by the General Meeting), with a twofold purpose:

1. On one hand, the purpose of the amendment of the Policy is to adapt its content to the new provisions on remuneration introduced in article 529 novodecies of the LSC, by Law 5/2021 of 12 April, which amends the revised text of the Spanish Companies Act, with respect to the promotion of long-term shareholder involvement in listed companies ("Law 5/2021"). Thus, and in accordance with the provisions of section one of the First Transitional Provision of Law 5/2021, it is proposed to submit for approval the Remuneration Policy adapted to these new features introduced in article 529, to the Annual General Meeting to be held on 27 April 2022, as this will be the first General Meeting to be held after the entry into force of Law 5/2021.
2. On the other hand, the amendment seeks to update the remuneration of the Executive Chairman with the same purpose for which it was already updated in 2018, i.e. to establish an appropriate and competitive system for the only executive director of the Company which, in addition, does not have a negative impact on the level of risk of the company, but avoids that the still existing restrictions on the proportion between fixed and variable remuneration harm the alignment of interests of the Executive Chairman with the achievement of the Company's results objectives.

The Report is prepared for the purpose of justifying the proposed amendment of the Policy, which the Board of Directors must propose in a reasoned manner to the Annual Shareholders' Meeting for approval.

The Report and the proposed Directors' Remuneration Policy will be made available to shareholders on the Company's website from the date on which the notice of the Annual General Meeting at which its approval is proposed is published.

1 de 3

2. JUSTIFICATION FOR THE PROPOSAL AND CONCLUSIONS OF THE COMMISSION:

1. This report is prepared by the Committee, taking into account the best practices of good governance, in order to justify the amendment of the Policy so that it further develops the terms and conditions of the remuneration of the Company's directors, in accordance with the minimum content established in the new section 3 of article 529 novodecies of the LSC as amended by Law 5/2021.
   The purpose of this amendment is to explain (i) how the Policy contributes to the business strategy and to the long-term interests and sustainability of the Company, (ii) how the conditions of remuneration and employment of employees of the Group have been taken into account, (iii) the decision-making process for its determination, review and application, and (iv) the management of conflicts of interest.
   To reflect the content of point (i), a section has been introduced in the Policy containing the principles and objectives (Section 2 "Principles and Objectives") that are to govern the remuneration of directors, where the elements taken into account for its determination are explained in detail. In particular, the Policy describes how the remuneration of directors contributes to the business strategy, and to the long-term interests and sustainability of the Company, as well as its alignment with the general remuneration policy of the Alantra Group, both in terms of the principles that inspire it and in the determination of its components.
   To reflect the content of point (ii), a new third section has been added to the Policy ("Consideration of employees' pay and employment conditions") to reflect the way in which the policy applicable to the rest of the Group's employees is taken into account when determining the executive chairman's remuneration.
   In addition, the content of points (iii) and (iv) has been reflected in two new sections, section 4 ("Decision-making process for setting the remuneration policy") and the new section 5 ("Management of conflicts of interest").

1. Regarding the modification of the Executive Chairman's remuneration, after analysing different alternatives, it has been concluded that the most efficient way to maintain the consistency and principles of the Remuneration Policy is to:

1. to increase the Executive Chairman's remuneration for the financial year 2022 and thereafter by an amount of EUR 400,000 to EUR 1,400,000; and

1. to maintain his current variable remuneration scheme, although (i) increasing from 60% to 90% the percentage of upward or downward variation of the quantitative element of the variable remuneration based on the degree of fulfilment of qualitative objectives, and (ii) increasing from 700,000 to 1,100,000 the amount to be deducted from the resulting variable remuneration.

With this modification, the amounts are adapted to the evolution of the Company's results and a system is established which, without having a negative impact on the level of risk of the entity, prevents restrictions on the proportion between fixed and variable remuneration from damaging the incentive and competitive nature of the executive chairman's remuneration..

Notwithstanding the foregoing, Directive (EU) 2019/2034 of 27 November 2019 on the

2 de 3