Aena S M E S A : Appointments, Remuneration and Corporate Governance Committee Activity Report

ACTIVITY REPORT. APPOINTMENTS, REMUNERATION AND CORPORATE GOVERNANCE COMMITTEE

Presentation of the 2021 Activity Report of the Appointments, Remuneration and Corporate Governance Committee. This report was issued by this Committee at its meeting on 25 January 2022.

ACTIVITY REPORT 2021

APPOINTMENTS, REMUNERATION

REMUNERATION AND CORPORATE GOVERNANCE

ACTIVITY REPORT. APPOINTMENTS, REMUNERATION AND CORPORATE GOVERNANCE COMMITTEE

Contents
1.	Introduction .........................................................................................................................................................................................................	2
2.	Composition ........................................................................................................................................................................................................	2
3.	Powers ....................................................................................................................................................................................................................	6
4.	Operation..............................................................................................................................................................................................................	7
5.	Meetings held .....................................................................................................................................................................................................	8
6.	Main activities ..................................................................................................................................................................................................	10
6.1.	Appointments and dismissals on the Board ..................................................................................................................................	10
6.2.	Policy for the selection of candidates to the Board ....................................................................................................................	10
6.3.	Corporate Governance and Corporate Responsibility ..............................................................................................................	11
6.4.	Assessment of the Committee's performance and composition ......................................................................................	13
6.5.	Performance management ...................................................................................................................................................................	13
6.6.	Other miscellaneous matters ...............................................................................................................................................................	14
7.	Practical guides followed.............................................................................................................................................................................	14
8.	Conclusion .........................................................................................................................................................................................................	14

1

ACTIVITY REPORT. APPOINTMENTS, REMUNERATION AND CORPORATE GOVERNANCE COMMITTEE

1. Introduction

The Appointments and Remuneration Committee of Aena ("CNR" in Spanish) was constituted on 17 October 2014 by the Board of Directors of Aena, S.M.E., S.A. ("Aena" or the "Company"), being duly governed by Article 24 of the Regulations of the Board of Directors of Aena and Article 44 of Aena's Bylaws. At the General Shareholders' Meeting held on 9 April 2019, the Bylaws were amended to change the name of the Committee to the

"Appointments, Remuneration and

Corporate Governance Committee" ("CNRGC" in Spanish). In July 2019 the Board of Directors amended its Regulations to adapt the name of this Committee to the resolutions of the General Shareholders' Meeting. This

modification was announced in the General Shareholders' Meeting on 29 October 2020.

In accordance with the provisions of the above regulation, the CNRGC is set up as an internal body with powers of evaluation and control of the Company's Corporate Governance. Specifically, its powers include the following: assess the skills, knowledge and experience required on the Board of Directors, establish a representation target for the less represented gender, submit to the Board proposals for the appointment of Independent Directors, report on the proposals for the other Directors, verify compliance with the Director selection policy, report on proposals for the appointment and removal of senior executives, examine

compliance with internal regulations and Corporate Governance rules, regularly evaluate the appropriateness of the system of corporate governance, review the corporate responsibility policy, monitor corporate responsibility strategy and practices and assess their degree of compliance, etc.

Pursuant to Recommendation 6 of the Code of Good Governance of Listed Companies prepared by Spain's Comisión Nacional del Mercado de Valores (National Stock Market Commission - CNMV), the Committee has prepared the Annual Activities Report of the CNRGC, which includes the activity undertaken in 2021.

2. Composition

As is duly set forth in the Corporate Bylaws and the Regulations of the Board of Directors, with legally established requirements and in accordance with Recommendation 47 of the CNMV Code of Good Governance of Listed

Companies, the CNRGC is composed of three Independent Directors, which include the Chairman of the Committee, and two Proprietary Directors.

The composition of the CNRGC during the financial year 2021, which can be consulted on the Company's website (www.aena.es), was as follows:

2

ACTIVITY REPORT. APPOINTMENTS, REMUNERATION AND CORPORATE GOVERNANCE COMMITTEE

Name		Position	Appointment	Termination of duties
Mr. Amancio López Seijas		Chairman	03/06/2015 (Director and member of CNRGC)
(Independent)			09/04/2019 (Chairman of CNRGC)

He studied Business Studies and the PDG (General Management Program) at EADA (Escuela de Alta Dirección y Administración).

He is Chairman and CEO of the companies of the Group headed by Hoteles Turísticos Unidos, S.A., a company to which he has devoted his entire professional career and which he has managed since it was founded in 1977. It has a hotel operation division with a portfolio of over 140 establishments.

He is Chairman of the Social Council of the Rey Juan Carlos University (URJC), member of the Advisory Board of Turespaña and of the Advisory Board of the Catalan Employers' Association, Foment del Treball, Co-chairman of the Tourism Commission of AMCHAM and member of the Board of Directors of the Business Circle Alliance for Ibero-America (CEAPI) and of the Governing Board of the Hotel Guild of Barcelona, as well as member of the Tourism Board.

He was appointed a Director of Aena and a member of the CNRGC on 3 June 2015, and was re-elected Director on 29 October 2020. On 9 April 2019, he was appointed Chairman of

CNRGC.

Name	Position	Appointment	Termination of duties
TCI ADVISORY SERVICES LLP, (Represented by Mr.	Member	20/01/2015
Christopher Anthony Hohn)
(Proprietary)

Christopher Anthony Hohn graduated with honours in Accounting and Business Economics from the University of Southampton, England, in 1988. He attended the Master in Business Administration at Harvard Business School.

In 2003, he founded The Children's Investment Fund Management (UK) LLP, which in 2015 was renamed TCI Advisory Services LLP and where he currently works as a partner and head of portfolio management.

Previously, Christopher Anthony Hohn worked as a portfolio manager at Perry Capital Limited and was an associate at Apax Partners and Director of the Corporate Finance division of Coopers & Lybrand in London.

Christopher Anthony Hohn is a Director of the following companies: TCI Fund Management Limited, TCI Fund Services (Finance) LLP (Member), The Children's Investment Fund Foundation (UK), TCI Fund Management (UK) Limited, TCI Fund Holdings Limited, TCI Fund Services (UK) Limited, The Children's Investment Master Fund, The Children's Investment Fund and The Children's Investment Fund (GP) Ltd.

The Children's Investment Fund Management (UK) LLP (now TCI Advisory Services LLP) was appointed Director of Aena, S.A. on 20 January 2015, and was re-elected on 9 April 2019.

TCI Advisory Services LLP also owns 2.968% of Aena's shares, as a representative of TCI LUXEMBOURG and CIFF CAPITAL, UK LP.

3

ACTIVITY REPORT. APPOINTMENTS, REMUNERATION AND CORPORATE GOVERNANCE COMMITTEE

Name	Position	Appointment	Termination of duties
Mr. Josep Antoni Durán i Lleida	Member	29/01/2019
(Independent)

He holds a Diploma in European Communities from the Spanish Ministry of Foreign Affairs and Cooperation and a Degree in Law from the University of Lleida. He began his political career as deputy mayor of Lleida City Council. The following year he left this position to be appointed Director General of Interdepartmental Affairs of the Generalitat de Catalunya.

Between 1982 and 1993, he was a member of Parliament for the district of Lleida. During 1986 and 1987, he was a member of the European Parliament.

In 1999, he was elected to the Parliament of Catalonia and was appointed Minister of the Interior of the Generalitat, a position he held until 2001.

Between 2004 and 2015 he was a member of Parliament for the Barcelona constituency. He was the spokesman of the Catalan Parliamentary Group in the Congress, and from 2001 to 2014 he was the General Secretary of CiU. He was also Chairman of the Governance Committee of the Democratic Union of Catalonia (UDC), a position he held from 1982 to 1984 and from 1987 until his resignation.

In 2004, he was elected Chairman of the Standing Committee of Foreign Affairs of the Congress of Deputies, a position he repeated in 2008 and 2011. He was also Deputy Chairman of the Centrist Democrat International and currently holds the Honorary Presidency of the Chilean Chamber of Commerce.

He is a visiting professor at the Miguel de Cervantes University in Santiago de Chile and practices law at Bufet Colls. He is also the Spanish coordinator of the Italian-Spanish Dialogue Forum and Deputy Chairman of the Spanish-Moroccan Economic Committee created at the initiative of Their Majesties King Juan Carlos and Queen Sofia, and the King and Queen of Morocco and, since October 2019, a member of the Board of Directors of Mapfre International.

On 29 January 2019 he was appointed Director of Aena and a member of the CNRGC.

Name	Position	Appointment	Termination of duties
Mr. Ángel Luis Arias Serrano	Member	25/01/2018
(Proprietary)

He graduated in Aeronautical Engineering from the Polytechnic University of Madrid and has a Master's degree in General Business Management from the Madrid Business School. He has spent his career in various organisations and aeronautical companies.

Between 1984 and 1991 he was an Air Force military engineer in Aeronautical Infrastructures, and later performed a range of duties at the Civil Aviation Authority.

He worked at Aena from when it was established in 1991 until 2011, holding the positions of Director of Strategic Planning, Assistant Director of the Chairman's Office, Director of Planning and Control, and Director of Strategy, Innovation and Sustainability.

Between 1998 and 2012, he lectured in Air Navigation to undergraduate Aeronautical Management students at the Autonomous University of Madrid.

4