Distribuidora Internacional de Alimentación S A : 2021 ANNUAL REPORT ON REMUNERATION OF DIRECTORS

MODEL ANNEX I

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED

CORPORATIONS

THE ISSUER'S IDENTIFYING DATA

12/31/2021

END DATE OF FISCAL YEAR OF REFERENCECorporate Name: DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIÓN, S.A.

Registered Office: C/ JACINTO BENAVENTE, 2A (EDIFICIO TRIPARK), (LAS ROZAS) MADRID

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED

CORPORATIONS

A. COMPANY REMUNERATION POLICY FOR THE CURRENT YEAR

A.1.1 Explain the directors' remuneration policy in force for the current fiscal year. To the

extent that it is relevant, certain information may be included by reference to the remuneration policy approved by the Shareholders' Meeting, provided the inclusion

thereof is clear, specific and exact.

A description should be provided of the specific determinations, for the current fiscal year, regarding the remuneration of the directors both in their capacity as such and for the performance of executive functions, made by the Board of Directors in accordance with both the provisions of the contracts signed with the executive directors and with the remuneration policy approved by the Shareholders' Meeting.

In any event, at minimum, the following aspects should be reported:

• a) Description of the procedures and company bodies involved in determining, approving and applying the remuneration policy and its conditions.

• b) Indicate and, where applicable, explain whether comparable companies have been taken into account in order to establish the company's remuneration policy.

• c) Information on whether any external advisors took part in this process and, if so, their identity.

• d) Procedures contemplated in the current director remuneration policy to apply temporary exceptions to the policy, conditions on which such exceptions may be used and components that may be subject to exceptions according to the policy.

Directors' remuneration policy in force in the current fiscal year

The directors' remuneration policy of DISTRIBUIDORA INTERNACIONAL DE

ALIMENTACIÓN, S.A. ("DIA" or the "Company") in force is the one approved by the Extraordinary Shareholders' Meeting held on August 30, 2019, with a favorable vote of 92.1739% of the share capital present and represented at the Shareholders'

Meeting, and applies, since September 1, 2019 and during the three following fiscal years, that is, 2020, 2021 and 2022.

Law 5/2021, of April 12, 2021, amending the revised Capital Companies Law and other financial provisions, with respect to promoting the long-term involvement of shareholders in listed companies, introduced a number of changes in relation to directors' remuneration policies, regulating in greater detail the information to be included in the annual report on directors' remuneration.

In this context, in view of the expiry of the current remuneration policy in 2022, and in order to update it, bearing in mind, in particular, the changes relating to remuneration introduced by Law 5/2021, DIA intends to submit to the General

Shareholders' Meeting of 2022 for approval a new directors' remuneration policy

which, in general terms, is expected to be a continuation of the current remuneration policy. This new remuneration policy, if approved by the General Shareholders'

Meeting, would apply as from the day following its approval by the General

Shareholders' Meeting and during the fiscal years thereafter, that is, 2023, 2024 y

2025. On the date of preparation of this report, the Company is working on the new remuneration policy for its submission to the General Shareholders' Meeting of 2022.

Consequently, the current remuneration policy will apply in fiscal year 2022 until the date of approval, as the case may be, of the new remuneration policy by the General

Shareholders' Meeting of 2022.

The current remuneration policy complies with the remuneration plan established in the bylaws and with the provisions of articles 529 septedecies, 529 octodecies and 529 novodecies of the LSC.

The general bases and principles of the remuneration policy aim to ensure that the remuneration plan established for DIA's directors is reasonably proportionate to the Company's importance, its financial situation and the market standards of comparable

enterprises. The remuneration plan seeks, particularly in the case of executive directors, to foment the Company's profitability and long-term sustainability, and

includes the necessary precautions to prevent excessive risk-taking and the rewarding of poor results.

In this regard, the remuneration policy is based on the following principles and criteria:

• • Commitment, attraction and retaining of talent: The aim of the remuneration policy is to reward quality, dedication, responsibility, knowledge of the business and commitment to the Company by the people who are in key positions and lead the organization.

• • External and internal equity: The external competitive environment and the internal equity will be taken into account to set the remuneration.

• • Transparency.

• • Fomenting value creation for the Company and its shareholders on the long term.

The criteria used to determine the remuneration policy are included in article 38 of the

Company's bylaws and article 33 of the Board of Directors' Regulations, and they

differ according to whether the directors are executive or non-executive.

Specific determinations regarding the remuneration of the directors both in their capacity as such and for the performance of executive functions

In relation to the specific determinations, for the fiscal year in course, of both the remuneration of the directors in their capacity as such, and the remuneration for the performance of executive functions, the Nomination and Remuneration Committee and the Board of Directors will apply the current remuneration policy in 2022 until the new remuneration policy is approved by the General Shareholders' Meeting of 2022, as appropriate, after which date that new policy will apply according to the terms approved by the Shareholders' Meeting.

In this regard, pursuant to article 38 of the corporate bylaws, the office of director, in the capacity of such, is remunerated.

However, the remuneration policy establishes that only non-nominee non-executive directors will receive remuneration in their capacity as directors of the Company, which will consist of:

• (i) A fixed payment in cash, established each year by the Board of Directors, which may adapt the amount to be received by each director according to the functions and responsibilities entrusted to each one, membership on Board committees and any other objective circumstances that it considers pertinent.

  According to the current remuneration policy, the maximum annual amount of the fixed payment approved by the General Shareholders' Meeting has been set,

  for the directors as a whole and in their capacity as such, at 1,350,000 euros.

  That amount will remain in force until DIA's General Shareholders' Meeting

  approves a new amount, as the case may be.

  For 2022, the fixed annual remuneration of the non-nominee non-executive directors is set at the following amounts, notwithstanding pay reviews and modifications approved by the Board of Directors within the limits set by the

  General Shareholders' Meeting.

  • • Annual basic remuneration:

    •  Chairman of the Board of Directors: 250,000 euros gross.

    •  Deputy Chairman of the Board of Directors: 200,000 euros gross.

    •  Member of the Board of Directors: 100,000 euros gross.

  • • Additional annual remuneration for membership on committees:

    •  Committee Chairman: 50,000 euros gross.

    •  Committee Member: 20,000 euros gross.

• (ii) A deferred remuneration in shares, based on the allocation to each non-nominee non-executive director, at the beginning of their three-year term, of a number of DIA shares equivalent to 150,000 euros.

The right to receive the shares accrues proportionally over the period of three years, but the shares shall not be delivered until the end of that period (or upon termination of the director for a reason not attributable to him, if sooner). The Board of Directors has the authority to bring forward the right to receive the shares in order to be able to deliver the total number of shares initially allocated to the director at the time of his termination. The number of shares allocated may be adjusted by application of the habitual anti-dilution clauses.

In order to permit the application of this deferred remuneration in shares, pursuant to article 219 of the Capital Companies Law, the General

Shareholders' Meeting authorized the allocation to directors under this remuneration policy of a maximum of 7,500,000 ordinary shares in the

Company, with a unit par value of €0.10. In allocating these shares, it was established that the average closing price of the DIA share in the last 15 trading sessions immediately preceding the reference date will be taken as a reference, and that the reference date will be the date of appointment by co-optation or resolution of the General Shareholders' Meeting, as applicable. The Company may cover the indicated shares using any shares that make up or that may make up its treasury stock from time to time or use other appropriate coverage systems.

At the date of preparation of this report, the non-nominee non-executive directors are1: Ms. Luisa Deplazes de Andrade Delgado, Mr. Jaime García-Legaz Ponce, Mr. Marcelo Maia Tavares de Araujo, Mr. Vicente Trius Oliva, Ms. Basola Vallés Cerezuela and Mr. José Wahnon Levy.

The remuneration policy does not contemplate the payment of fees for attendance at meetings of the Board of Directors or its committees; however, directors will be reimbursed for any duly justified expenses they may incur in performing their functions.

In relation to executive directors, the remuneration to be received by them for performing executive functions at the Company (which are therefore different from the functions related to their status as members of the Board, which is not remunerated) is structured as follows:

(i)Fixed remuneration, determined taking into account the content of the executive functions assigned and the merits of the executive director.

(ii) Variable remuneration, the purpose of which is to reinforce their commitment to the Company and encourage the best performance of their functions, which may include:

• - Short-term variable remuneration (annual bonus), payable in cash and linked to the achievement of economic, financial and non-financial targets and, as the case may be, the fulfillment of personal targets.

• - Medium- and long-term variable remuneration, consisting of medium- and long-term incentive plans (multi-year bonuses, share or stock option plans, warrants on shares or referenced to the share price, or analogous systems) linked to Company performance in relation to set economic and financial and/or non-financial parameters aligned with the Company's strategic objectives and long-term value creation. A portion of the variable

1

Due to the death of Christian Couvreux on February 15, 2021, he ceased to be a director of the Company

(minutes of the Board of Directors' meeting of February 24, 2021).