Aena S M E S A : Report on the amendments to the Regulations of the Board of Directors (April 2021)

REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSED AMENDMENT TO THE REGULATIONS OF THE BOARD OF DIRECTORS

I. INTRODUCTION

The Board of Directors of Aena, S.M.E., S.A. ("Aena" or the "Company"), at its meeting held on 28 April 2021, agreed to amend the Board Regulations to adapt them to the new wording of the Bylaws approved by the General Shareholders' Meeting on 27 April 2021 through the creation of the Sustainability and Climate Action Committee and the introduction of other improvements of a technical nature.

II. JUSTIFICATION FOR THE PROPOSAL

On 27 April 2021, the General Shareholders' Meeting of Aena approved the amendment of the Company's Bylaws in order to adapt them to the provisions of the Good Governance Code of Listed Companies, through, among other initiatives, the creation of a Sustainability and Climate Action Committee, as well as other improvements of a technical nature.

Therefore, the purpose of this amendment is to create the aforementioned Committee through the incorporation of a new article, Article 24 bis, and the corresponding adaptation of the competencies of each of the committees. It is also provided that (i) the members of the committees shall continue in their positions in the event of their reelection as members of the Board of Directors by the General Shareholders' Meeting and (ii) the secretary of the Executive Committee shall in any case be the Secretary of the Board of Directors.

III. AMENDMENT SCHEME

It is proposed that the following articles be amended:

1. Article 5 (General Functions of the Board of Directors), section 4.(xvi), to include among the non-delegable powers of the Board of Directors, the approval not only of the financial information, but also of the non-financial and corporate information that the Company must periodically publish.
2. Article 12 (Re-election), section 3, expressly provides that members of the advisory committees who are re-elected as members of the Board of Directors by resolution of the General Shareholders' Meeting shall continue to hold the positions they have been holding on the advisory committees without the need for a new appointment.
3. Article 21 (General Provisions), section 2, to mention the creation of the Sustainability and Climate Action Committee, as well as the inclusion of a new

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section 3 to provide that members of the advisory committees who are re-elected members of the Board of Directors by resolution of the General Shareholders' Meeting shall continue to hold the positions they have been holding in the advisory committees without the need for a new appointment.

1. Article 22 (Executive Committee), section 4, to provide that the Secretary of the Executive Committee shall be the Secretary of the Board of Directors as established in recommendation 37 of the Good Governance Code of Listed Companies.
2. Article 23 (Audit Committee), sections (i).1, 3 and 5 and (ii).13., for the incorporation of technical improvements.
3. Article 24 (Appointments, Remuneration and Corporate Governance Committee) sections (i).2, 3 and 5, for the incorporation of technical improvements, as well as section (ii) competencies for the correct distribution of competencies between the Audit Committee, the Appointments, Remuneration and Corporate Governance Committee and the Sustainability and Climate Action Committee.
4. Article 24 bis (Sustainability and Climate Action Committee), this new article is incorporated for the creation of the Sustainability and Climate Action Committee.

IV. FULL TEXT OF THE PROPOSED AMENDMENTS

The following is a literal transcription of the full text of the proposed new wording submitted for approval by the Board of Directors:

"Article 5.- General Functions of the Board of Directors

1. In accordance with the provisions of the Law and of the bylaws of the Company (the "Bylaws"), the Board of Directors is the most senior body by which the Company is managed and represented, and it shall therefore have the authority to perform, within the scope of the corporate purpose defined in the Bylaws, any legal act or transaction implying administration or disposal, by means of any legal title, except for those acts or transactions which are reserved by Law, by the Bylaws or by the Shareholders' Meeting Regulations, as exclusive powers of the Shareholders' Meeting.
2. The above notwithstanding, the Board of Directors is set up as a supervisory and controlling body which is to perform its duties with unity of purpose and independent judgment, affording the same treatment to all shareholders who find themselves in the same position, guided by the corporate interest of the Company, understood as the achievement of a business that is profitable and sustainable in the long term, which promotes its continuity and the maximization of the economic value of the Company, and entrusting the ordinary management of the Company's business activities to the management team and corresponding executive bodies.

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1. Within the scope of its supervisory and control functions, the Board of Directors shall determine the strategies and general direction to be followed in the Company's management, evaluate the manner in which the management team runs the Company by monitoring compliance with targets set and respect for the Company's purpose and interests, establish the foundations of its corporate organization to maximize its efficiency, implement and oversee the establishing of suitable procedures for reporting by the Company to the shareholders and markets in general, adopt the pertinent decisions with respect to business and financial transactions of particular importance to the Company and approve the foundations of its own organization and functioning for the better performance of these functions.
2. Without prejudice to the powers entrusted to this body by law, the Board of Directors, sitting in plenary session, shall reserve the power to approve matters including:
3. 1. The supervision of the effective functioning of any Committees it may have set up and of the actions of any delegate bodies and any executives it may have appointed.
   2. The authorization or dispensation of obligations in relation to the duty of loyalty, in accordance with the pertinent legal provisions.
   3. Its own organization and functioning.
   4. The issue of the financial statements, the directors' report and the proposed appropriation of income/loss of the Company, and the consolidated financial statements and consolidated directors' report, and the presentation thereof to the Shareholders' Meeting.
   5. The issue of any kind of report which the managing body is required by law to issue, wherever the operation to which the report refers is one for which authority cannot be delegated.
   6. The appointment and removal of the Company's Chief Executive Officers.
   7. The appointment and removal of executives who report directly to the Board or to any of its members, and the establishing of the basic conditions of their contracts, including compensation.
   8. Decisions relating to Directors' compensation, within the framework of the Bylaws and, where appropriate, of the compensation policy approved by the Shareholders' Meeting.
   9. The calling of the Shareholders' Meeting and the drawing-up of the Agenda and resolution proposals.
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1. The policy with respect to treasury stock.
2. Any powers which the Shareholders' Meeting may have delegated to the Board of Directors, unless the sub-delegation of such powers has been expressly authorized.
3. The Company's strategic or business plan, its annual management targets and budget, its investments and financing policy, environmental and social sustainability policies, and dividends policy.
4. The determination of the policy on the control and management of risk, including tax risks, the regulatory compliance policy and the supervision of internal reporting and control systems.
5. The determination of the corporate governance policy of the Company and of the group of which it is the parent; the organization and functioning thereof and, in particular, the approval and amendment of its own regulations.
6. The determination of the director selection policy taking good corporate governance recommendations into consideration.
7. The approval of the financial, non-financial and corporate information, which the Company is required to publish periodically.
8. The definition of the structure of the group of companies of which the Company is the parent.
9. The approval of investments and transactions of all kinds which, due to the large amount involved or their special characteristics, are of a strategic nature or entail a special tax risk, unless they are required to be approved by the Shareholders' Meeting.
10. The approval of the creation or acquisition of shares in special purpose vehicles or entities domiciled in countries or territories classed as tax havens, as well as any other similar transactions or operations which, due to their complexity, could compromise the transparency of the Company and its group.
11. The approval, following a report by the Audit Committee, of transactions performed by the Company or companies of its group with Directors or shareholders who, either individually or in concert with others, hold a significant ownership interest, including shareholders represented on the Board of Directors of the Company or of other companies pertaining to the same group or persons related to them. Directors affected or who represent or are related to shareholders affected, shall refrain from participating in the deliberations and voting on the resolution in question. The only operations not subject to this approval requirement shall be those which simultaneously meet the following three requirements:

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1. 1. 1. they are performed by virtue of contracts containing standardized conditions that are applied en masse to a large number of clients;
      2. they are performed at prices or rates established in general by whoever acts as the supplier of the goods or service in question; and
      3. the amount thereof does not exceed one percent (1%) of the Company's annual revenues.
   2. The determination of the Company's tax strategy.
2. The above powers of the Board of Directors are non-delegable. The above notwithstanding, in circumstances requiring urgent action, which must be adequately evidenced, decisions on the matters referred to in points (i) to (xii) of the subarticle 4 above may be adopted by the Executive Committee, and subsequently ratified by the Board in the first Board Meeting to be held following their adoption.
3. The Board of Directors may not make a proposal to the Shareholders' Meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount exceeding twenty percent (20%) of the share capital at the time of such delegation.
4. When the Board of Directors approves the issuance of shares or convertible securities with pre-emptive subscription rights excluded, the Company shall immediately publish on its website the reports on such exclusion."

"Article 12.- Re-election

1. The proposed re-elections of Directors that the Board of Directors decides to submit to the Shareholders' Meeting shall be subject to a preparation process that shall necessarily include a proposal (in the case of Independent Directors) or a report (in the case of the other Directors) issued by the Appointments, Remuneration and Corporate Governance Committee, which shall assess the quality of the work and the dedication to the office of the proposed Directors during the preceding term of office and shall expressly assess their good standing, suitability, solvency, competence, availability and commitment to their function.
2. For these purposes, the Directors who form part of the Appointments, Remuneration and Corporate Governance Committee shall be assessed by such Committee, using for the purpose such internal and external resources as may be considered appropriate, and each one shall leave the meeting during the deliberations and votes that concern them.
3. The Chairman, Deputy Chairmen (if applicable), the specially empowered Independent Directors, the members of advisory committees and, if they are Board members, the Secretary and Deputy Secretaries (if applicable) of the

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