Aena S M E S A : Annual report on remuneration to the Directors (ELEVENTH POINT)

ANNEX I TEMPLATE

ANNUAL REPORT ON DIRECTOR REMUNERATION OF LISTED

COMPANIES

	ISSUER IDENTIFICATION
	YEAR-END DATE		2021
	Tax ID A 86212420

Company name:

AENA, S.M.E., S.A.

Registered office:

C/ PEONÍAS 12, 28042 MADRID

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ANNUAL REPORT ON DIRECTOR REMUNERATION OF LISTED

COMPANIES

1. REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT FINANCIAL YEAR
   A1.1. Explain the current director remuneration policy applicable to the year in progress. To the extent that it is relevant, certain information may be included in relation to the remuneration policy approved by the General Shareholders' Meeting, provided that these references are clear, specific and concrete.

Such specific determinations for the current year as the board may have made in accordance with the contracts signed with the executive directors and with the remuneration policy approved by the General Shareholders' Meeting must be described, as regards directors' remuneration both in their capacity as such and for executive functions carried out.

In any case, the following aspects must be reported, as a minimum:

1. Description of the procedures and company bodies involved in determining, approving and applying the remuneration policy and its terms and 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 set forth in the current remuneration policy for directors in order to apply temporary exceptions to the policy, conditions under which those exceptions can be used and components that may be subject to exceptions according to the policy.

Aena, S.M.E, S.A. (hereinafter "Aena" or the "Company"), is a listed State-owned company subject to the applicable public sector regulations, which prevail over private law regulations, given the mandatory and special nature of the public regulations, in accordance with the Report of the State Attorney's Office dated 15 February 2016.

The prevailing application of public regulation to Aena impacts issues as substantial for a listed company as the Remuneration Policy for Directors and executives, the acquisition of majority equity interests in other companies, hiring of personnel, etc.

Aena is therefore subject to the regulatory framework applicable to the remuneration model for senior managers and executives in public sector companies and also to provisions for remuneration for all employees in the corresponding General State Budget Acts.

Specifically, Aena is subject to:

1. In terms of remuneration for its senior managers and executives (and which also applies to its Chairman-Chief Executive Officer and Managing Director of Airports due to their performance of executive duties), to the regulation set forth in Royal Decree 451/2012, of 5 March, which regulates the system of remuneration for senior managers and executives in public sector companies, to the Order by the Ministry of Development of 30 March 2012, to

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the 8th additional provision of Royal Decree-Law 3/2012, of 10 February, on urgent measures for the reform of the labour market concerning the remuneration of senior managers and executives in the public sector; to the Royal Decree-Law 2/2020, of 21 January which approves urgent measures in terms of remuneration in the field of the public sector, to the precepts of the General State Budget Acts relating to personnel costs; (for 2021, Law 11/2020, of 30 December, for General State Budgets for the year 2021), to the Law 3/2013, of 30 March, regulating the exercise of senior posts in Spanish Government Organisations and,

1. in relation to the remuneration of the members of the Board of Directors in the Order by the Ministry of Finance and Public Administrations of 8 January 2013 (the "Order") to the Royal Decree-Law 462/2002, of 24 May on compensation for service and to the he Law 3/2013, of 30 March, regulating the exercise of senior posts in Spanish Government Organisations.

Likewise, Aena has no discretion to set remuneration under the terms indicated in Article

217.4 of the Corporate Enterprises Act, but it can only propose a remuneration range at levels in accordance with those set forth in prevailing laws.

Consequently, the remuneration of the Directors is predetermined by public regulations, which prevail over the rules regulating corporate enterprises.

For these purposes, the remuneration of the Directors, excluding expenses which may be reimbursed, is as follows:

1. Non-executiveDirectors receive an amount of 1,090.36 euros as a per diem for attendance at each Board meeting up to a maximum of 11,994 euros per year. In compliance with the aforementioned regulations, the annual amount per Director cannot exceed this annual limit in any case.
   Additionally, the Order provides that the sums can be increased by a maximum of 1,520 euros annually for attendance at audit committees and other delegated committees, in those companies which on the entry into force of the Order had been giving an allowance for attendance at these committees. For these purposes, it is reported that since Aena was not giving any allowance for such attendance, the maximum sum of expenses allowed has not been increased, maintaining the maximum amount as stipulated in the Order.
2. The only executive directors are the Chairman-Chief Executive Officer and the Managing Director of Airports.
   The Chairman and Chief Executive Officer, after the application, in 2021, of the salary reviews corresponding to 2020 (which was pending) and 2021, included respectively in Royal Decree-Law 2/2020, of 21 January 2020, approving urgent measures regarding remuneration in the public sector, and in Law 11/2020, of 30 December, on the General State Budget for 2021, receives a fixed remuneration, amounting to 114,969.24 euros per year.
   In addition, he receives a supplementary remuneration, to which the salary reviews mentioned in the previous paragraph have also been applied, corresponding to 2020 and 2021. This supplementary remuneration comprises a post allowance (45,987.70 euros) and a variable allowance (12,870.,25 euros), which do not exceed the maximum percentage set for the group in which Aena is classified, which is Group 1.

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The Managing Director of Airports (Francisco Javier Marín San Andrés), Executive Director since 29 October 2020, after the application, in 2021, of the salary reviews corresponding to 2020 (which was pending) and 2021, included respectively in Royal Decree-Law 2/2020, dated 21 January 2020, approving urgent measures regarding remuneration in the public sector, and in Law 11/2020, of 30 December 2021, on the General State Budget for 2021, receives, for his executive position, a fixed remuneration amounting to 92,946.80 euros. He also receives a job allowance (22,079.34 euros) and a variable allowance (26,843.95 euros).

The salary review for 2020 set out in Royal Decree-Law 2/2020 of 21 January 2020, consists of a 2% increase on the remuneration in force at 31 December 2019.

The salary review for 2021, included in Law 11/2020, of 30 December, of the General State Budget for 2021, consists of an increase of 0.9% with respect to the salaries in force on 31 December 2020.

1. The directors of Aena who are also considered senior officers or top managers of the public sector do not receive the per diem indicated in foregoing section (i), and the amount corresponding to Senior Officers is paid into the Public Treasury.
   In 2021, Mr. Maurici Lucena Betriu, Mr. Angel Luis Arias Serrano, Mr. Ignacio Díaz Bidart and Ms. Angélica Martínez Ortega have been considered as occupying senior posts and therefore their allowances are paid into the Public Treasury.
   Likewise, Mr. Francisco Javier Marín San Andrés, executive director of the Company, does not receive the allowance for attendance to the Board of Directors as he is the Managing Director of Airports, subject to Royal Decree 451/2012, of 5 March, which regulates the remuneration system for senior managers and executives in the public business sector and other entities. Article 8.1 of the Decree sets out the incompatibility of this salary remuneration with the receipt of indemnities provided for in Article 27.1.a) of RD 462/2002, of 24 May, on indemnities for reasons of service, which regulates the payment for attendance at meetings of the Board of Directors.

As per the reasons above, Aena continues to be a listed company that does not have a Remuneration Policy, given that the aforementioned public regulations are applicable.

Aena cannot propose a Remuneration Policy comparable to those of the other Spanish listed companies (both those belonging to the IBEX-35 index and the others) since, unlike Aena, the latter companies have established remuneration, both for the mere exercise of the post of Director (or for being a member of a Board Committee) and for the performance of executive functions, which is much higher than that of Aena since the amounts are not restricted by any imperative rule (as they are by the Published Ministerial Order in Aena's case).

Thus, in this Annual Remuneration Report it is necessary to point out that Aena cannot follow the Recommendations of the Code of Good Governance of Listed Companies regarding the remuneration of Directors, as has also been stated in the Annual Corporate Governance Report. Specifically, the recommendations it cannot comply with and which concern the remuneration of Directors are 51, 56, 57, 58, 59, 60, 61, 62 and 63.

In line with the above, and in the absence of a Remuneration Policy, the Company has not required the participation of any external consultant to establish such a Policy.

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