Audax Renovables S A : Text of the Proposals of resolutions drawn up by the Board of Directors for the General Meeting.

FULL TEXT OF THE PROPOSED RESOLUTIONS TO BE SUBMITTED TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 2021 OF AUDAX RENOVABLES, S.A.

AGENDA

1. Examination and approval of the individual annual accounts and of the individual directors' report for the year 2020
   Proposed resolution
   To approve the Company's individual annual accounts for the financial year ended on
   31 December 2020, comprised of the balance sheet, the income statement, the statement of changes in the net equity, the cash flow statement and the notes to the financial statements, all of them in the ordinary form, as drawn up by the board of directors and verified by the Company's accounts auditor whose opinion is stated in the auditor's report. To approve the individual directors' report for the financial year ended on 31
   December 2020 (including the annual report on corporate governance), as drawn up by the board of directors.
   The individual annual accounts and the directors' report were made available to the shareholders both at the Company's headquarters and on the Company's website from the publication date of the notice calling the general meeting.
2. Examination and approval of the consolidated annual accounts and of the consolidated directors' report for the year 2020
   Proposed resolution
   To approve the Company's consolidated annual accounts for the financial year ended on 31 December 2020, comprised of the balance sheet, the income statement, the statement of changes in the net equity, the cash flow statement and the notes to the financial statements, all of them consolidated, as drawn up by the board of directors and verified by the Company's accounts auditor whose opinion is stated in the pertinent auditor's report. To approve likewise the consolidated directors' report for the year ended on 31 December 2020 (including the non-financial information statement and the corresponding independent verification report, as well as the annual report on corporate governance), as drawn up by the board of directors and verified by an independent provider of verification services as stated in the pertinent verification report.
   The consolidated annual accounts and consolidated directors' report were made available to the shareholders both at the Company's headquarters and on the Company's website from the publication date of the notice calling the general meeting.

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3. Examination and approval of the proposal for allocation of profit for the year 2020 Proposed resolution

According to the approved individual income statement, in the financial year ended on 31 December 2020 the Company obtained a profit in the amount of EUR 19,197,650 which should be allocated in the way proposed by the board of directors, i.e. as follows:

• Dividend distribution: EUR 10,000,000
• To compensate losses from previous years: EUR 9,197,650

The distribution of dividend shall be carried out through the entities participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear) or its successor, and the board of directors shall be authorised, with expressly granted power of substitution, to establish (i) the date of determining the registered title holders entitled to receive the dividend, as well as (ii) the specific date of the payment of the dividend, and to (iii) designate the entity that will act as the payment agent and will carry out other necessary or pertinent operations for the purpose of a successful distribution from 1 July 2021.

1. Examination and approval of the non-financial information statement for the year 2020
   Proposed resolution
   Pursuant to the provisions of Law 11/2018, of 28 December 2018, on non-financialinformation and diversity, to approve the non-financial information statement of the Company for the year ended on 31 December 2020, as drawn up by the board of directors and verified by an independent provider of verification services as stated in the pertinent verification report.
   The above mentioned statement is included in the consolidated directors' report for the year ended on 31 December 2020 and is an integral part thereof.
2. Approval of the management performed by the board of directors and its committees in the year 2020
   Proposed resolution
   To approve the management and all actions performed by the members of the board of directors and its committees in the year ended on 31 December 2020.

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1. Changes to the composition of the board of directors
   To change the composition of the board of directors so that in future it should comprise six (6) directors.
2. Appointment of Ms Ana Isabel López Porta as member of the board of directors of the Company
   Proposed resolution
   To appoint, upon information of the appointments and remuneration committee along with an endorsement report from the board of directors, Ms Ana Isabel López Porta, of legal age, Spanish nationality, married, whose address for this purpose is carrer del Temple 25, 08911 Badalona (Barcelona), holder of valid identity document number 43.437.501-T, as member of the board of directors of the Company, with designation as proprietary director, for a term of four (4) years pursuant to the Company's articles of association, with effect from the date of approval of this resolution.
   For this purpose, pursuant to the Corporate Enterprises Act, we state that: (i) the board of directors prepared an endorsement report recognising the competence, experience and merits of the proposed candidate, attaching the copy of the report as an appendix to the minutes of the meeting; (ii) the proposal to appoint Ms Ana Isabel López Porta was preceded by a favourable report issued by the Company's appointments and remuneration committee; and (iii) the appointment proposal as well as the reports have been made available to the shareholders at the Company's headquarters and on the corporate website.
3. Appointment of Ms María Rosa González Sans as member of the board of directors of the Company
   Proposed resolution
   To appoint, upon information of the appointments and remuneration committee along with an endorsement report from the board of directors, Ms María Rosa González Sans, of legal age, Spanish nationality, whose address for this purpose is carrer del Temple 25, 08911 Badalona (Barcelona), holder of valid identity document number 46.691.096-S, as member of the board of directors of the Company, with designation as proprietary director, for a term of four (4) years pursuant to the Company's articles of association, with effect from the date of approval of this resolution.
   For this purpose, pursuant to the Corporate Enterprises Act, we state that: (i) the board of directors prepared an endorsement report recognising the competence, experience and merits of the proposed candidate, attaching the copy of the report as an appendix to the minutes of the meeting; (ii) the proposal to appoint Ms María Rosa González Sans was preceded by a favourable report issued by the Company's appointments and remuneration committee; and (iii) the appointment proposal as well as the reports have been made available to the shareholders at the Company's headquarters and on the

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corporate website.

1. Formal acknowledgement of the designations of the directors as well as the composition and allocation of duties within the Company's board of directors
   Proposed resolution
   Upon resignation of Mr Rubén Clavijo Lumbreras on 15 March 2021 from his post as independent director, and pursuant to the above and previous resolutions, it is formally acknowledged that the composition of the Company's board of directors and the allocation of duties within it is as follows:
2. • Chairman: Mr Francisco José Elías Navarro (executive director).
   • Deputy Chairman: Mr Eduard Romeu Barceló (executive director).
   • Coordinating Director: Mr Ramiro Martínez-Pardo del Valle (independent director).
   • Other members: Mr Josep Maria Echarri Torres (independent director), Ms Ana Isabel López Porta (proprietary director) and Ms María Rosa González Sans (proprietary director).
   • Non-memberSecretary: Ms Naiara Bueno Aybar.
3. Consultative vote on the annual report on the remuneration of directors for the year 2020
   Proposed resolution
   To approve, for consultative purposes, the annual report on the remuneration of directors for the year ended on 31 December 2020, which includes information on the
   Company's remuneration policy in force for the current year, a comprehensive overview of how the remuneration policy was applied during the year 2020 and detailed information on the individual remuneration accrued by each director.
   The full text of the document was made available to the shareholders together with the rest of documents pertaining to the general meeting of shareholders in advance of the publication date of the notice calling the general meeting.
4. Approval of the directors' remuneration policy of the Company
   Proposed resolution
   Upon viewing the appointments and remuneration committee's report, the shareholders decide to approve the directors' remuneration policy formulated by the Company's board of directors on 16 March 2021 in compliance with the provisions of article 529 novodecies.2 of the Corporate Enterprises Act.

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The aforementioned report of the appointments and remuneration committee and the text of the directors' remuneration policy of the Company were made available to the shareholders together with the rest of the documents pertaining to the general meeting of shareholders on the date when the call for the meeting was published.

1. Approval of the maximum amount of remuneration to all the directors in their capacity as such
   Proposed resolution
   In accordance with article 18 of the Company's articles of association, to approve the decision that the maximum total sum of remuneration to the directors in their capacity as such for the year 2021 shall amount to EUR 300,000.
2. Approval of the annual amount of remuneration to all the directors with executive duties
   Proposed resolution
   In accordance with article 18 of the Company's articles of association, to approve the decision that the maximum total sum of remuneration to the executive directors for the performance of their executive duties for the year 2021 shall amount to EUR 350,000.
3. Approval of the amendments to the Company general meeting of shareholders' operation scheme and of the subsequent amendment to article 10 of the Company's articles of association
   Proposed resolution
   To approve the modification of the Company's operation scheme in order to allow the remote attendance of shareholders at the general meeting, providing that the identity of the shareholder or of their proxy may be duly confirmed, and their rights may be duly exercised, and if the board of directors admits such possibility in the notice calling the general meeting of shareholders.
   In consequence, to amend article 10 of the Company's articles of association which henceforth will be as follows:
   "Article 10. Every General Meeting of Shareholders, unless the articles of association provide otherwise, shall adhere to the provisions of the Corporate Enterprises Act with regard to the requirements concerning the publication and term of the notice calling the meeting, the operation scheme and development of the meeting, the shareholders' rights to be informed, attend and be represented at the meeting, the drawing up and approval of the minutes of the meeting and, in general, any matter which may arise in connection with the meeting. The quorum required to hold the General Meeting shall be governed by the provisions expressly set forth in these articles of association.

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