FacePhi Biometría S A : General Shareholder Meeting Agreements 28th June 2021

BME - GROWTH Palacio de la Bolsa Plaza de la Lealtad, 1 28014 Madrid

Alicante, 28th June 2021

COMUNICATION- OTHER RELEVANT INFORMATION- FACEPHI BIOMETRIA, S.A.

Dear Sirs,

Under the provisions of article 17 of the Regulation (EU) No. 596/2014 on market abuse, and article 228 of the consolidated text of the Spanish Securities Market Law, approved by the Royal Legislative Decree 4/2015, of 23rd October, and related provisions, as well as in the Circular 3/2020 of BME Growth, we inform you about the following information related to the company FACEPHI BIOMETRIA, S.A. (hereinafter "FacePhi" or "the Company", interchangeably).

During the Ordinary General Meeting of Shareholders of FACEPHI BIOMETRÍA, S.A. (hereinafter, "FACEPHI" or the "Company"), held on 28 June 2021, at first call, with the attendance of a total of 48 shareholders, present or represented, and representing a total of 50.03% of the share capital, all the resolutions submitted to vote in accordance with the notice of the General Meeting published at the time were approved. The resolutions adopted are as follows:

FIRST: Examination and approval of the annual accounts (comprising the balance sheet, profit and loss account, statement of changes in equity, cash flow statement and notes), together with the management report for the year ended 31 December 2020.

The annual accounts of the Company for the year ended 31 December 2020 (comprising the balance sheet, the profit and loss account, the statement of changes in equity, the cash flow statement and the notes to the financial statements) together with the management report, as prepared by the Board of Directors of the Company on 31 March 2021, are unanimously approved.

The annual accounts of the Company correspond to the audited accounts and will be filed with the Mercantile Registry.

SECOND: Examination and approval of the consolidated annual accounts (comprising the consolidated balance sheet, profit and loss account, statement of changes in equity, cash flow statement and notes to the financial statements, all of which are consolidated), together with the consolidated management report for the year ended 31 December 2020.

The consolidated annual accounts of the Group for the year ended 31 December 2020 (comprising the consolidated balance sheet, the consolidated income statement, the consolidated statement of changes in equity, the consolidated cash flow statement and the consolidated notes to the financial statements) together with the consolidated management report, as prepared by the Board of Directors of the Company on 31 March 2021, are unanimously approved.

The consolidated annual accounts of the Group correspond to the audited annual accounts and will be filed with the Mercantile Registry.

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THIRD: Examination and approval, as the case may be, of the proposal for the application of the Company's results corresponding to financial year 2020.

The proposal of the Board of Directors to apply the loss for the year ended 31 December 2020, amounting to one million six hundred and eighty-two thousand three hundred and thirty-five euros (1,682,335 EUROS) to the item "Negative results of previous years" to be offset in future years, is unanimously approved.

FOURTH: Examination and approval, as the case may be, of the management carried out by the Board of Directors of the Company for the financial year 2020.

The management of the Board of Directors during the financial year ended 31 December 2020 is unanimously approved, in view of the Management Report.

FIFTH: Proposal and approval, if appropriate, of the appointment of Mr. Pablo Reig Boronat as member of the Board of Directors.

The appointment as Director, subject to his subsequent acceptance, for the statutory term of six (6) years, of Mr. Pablo Reig Boronat, of Spanish nationality, with address at Avenida de Benidorm, 19, (Edificio Arena 8), 5th floor, 03540, Alicante, and holder of ID number 21.675.837Q, at the proposal and after a justifying report from the Board of Directors, is unanimously approved. The appointed director being present, he accepts the position and this is recorded in the minutes.

SIXTH: Approval, as the case may be, of the remuneration to be received by the executive officers of the Company, as well as by the members of the Board of Directors during the 2021 financial year.

The remuneration to be received by the Executive Directors and by the members of the Board of Directors during the financial year 2021 is unanimously approved.

SEVENTH: Amendment of articles 16, 17 and 19 of the Articles of Association.

The modification of articles 16, 17 and 19 of the Articles of Association is unanimously approved, which, with express repeal of their previous wording, are worded as follows:

Article 16.- COMMUNICATION OF SIGNIFICANT SHAREHOLDINGS

Shareholders shall be obliged to notify the Company of any acquisitions or sales of shares, by whatever means and directly or indirectly, which cause their total holding to reach, exceed or fall below 5% of the share capital and subsequent multiples thereof.

The Company shall publicise such notifications in accordance with the provisions of BME Growth regulations.

Article 17.- COMMUNICATION OF AGREEMENTS

Shareholders shall be obliged to notify the Company of any agreements entered into, extended or terminated by virtue of which the transferability of the shares they own is restricted or the voting rights conferred on them are affected.

Notifications must be made to the body or person designated by the Company for this purpose within a maximum period of four working days following the date on which the event giving rise to the notification occurred.

The Company shall publicise such notifications in accordance with the rules of BME Growth.

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Article 19.- EXCLUSION FROM TRADING

In the event that the General Shareholders' Meeting adopts a resolution to delist its BME Growth shares which is not supported by all shareholders, the Company shall be obliged to offer shareholders who have not voted in favour the acquisition of their shares at the price resulting from the regulations governing takeover bids in the event of delisting.

EIGHTH: Ratification by the General Meeting of the resolution approved by the Board of Directors at its meeting of 24 May 2021 on the Stock Option Plan for employees.

It is unanimously approved to ratify the Stock Option Plan for employees approved by the Board of Directors at its meeting of 24 May 2021, the main terms and conditions of which are as follows:

Beneficiaries: The beneficiaries of the Plan shall be key personnel, including executive directors, as determined from time to time by the Board of Directors. In this regard, the Chief Executive Officer Mr Javier Mira Miró is delegated to define the employees who will be beneficiaries of the Plan, with a limit of 1,000,000 euros over the three years of the Plan (2021, 2022 and 2023). The compensation to be received by each beneficiary will be capped at their annual gross fixed remuneration.

Duration: The plan will have a duration of three (3) years (hereinafter "vesting period").

Configuration of the option right: The beneficiaries will be granted a right to receive a variable remuneration consisting of a participation in the increases in value of the shares, which may be paid, at the Company's discretion, in cash and/or in shares of the Company (hereinafter "option right"). The value of the shares to be taken as a reference (art. 219.2 LSC) shall be the lowest of the last [seven (7)] Stock Exchange Days immediately preceding the relevant date (e.g. Grant Date or Vesting Date).

Each year the Grantee will be entitled to vest 33.33% of the Option Rights granted, but vesting is subject to the expiry of the vesting period.

The number of rights, the reference date, the value per share applicable to each option right, the limit and the targets will be set at the time the option right is granted by incorporation in the "grant letter" that the Company will send to each beneficiary. In this regard, it should be noted that, at the Board of Directors' meeting of 24 May 2021, it was agreed that the objectives that the beneficiaries of the plan will have to meet are as follows:

• Permanence in the Company
• That in each of the years there is an increase of at least 10% in turnover with respect to the previous year.
• EBITDA in each of the years must be positive.

Permanence of the beneficiary: The option right may only be exercised if the beneficiary remains in the company during the vesting period. The Plan regulates the usual exceptions to this rule (dismissal declared null and void or unfair, withdrawal by the Company without causes attributable to the beneficiary, death and disability of the beneficiary).

NINTH: Presentation and approval, if appropriate, of the Stock Option Plan for the position of Chief Executive Officer.

It is unanimously approved to ratify the Stock Option Plan ("stock options") for Mr Javier Mira Miró and Mr Salvador Martí Varó (hereinafter "the Managing Directors") approved by the Board of Directors at its meeting of 24 May 2021, the main terms and conditions of which are as follows:

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Duration: The plan shall have a duration of three (3) years (hereinafter "vesting period").

Configuration of the option right: The Chief Executive Officers will be granted a right to receive a variable remuneration consisting of a participation in increases in the value of the shares, which may be paid, at the Company's discretion, in cash and/or in shares of the Company (hereinafter "option right"). The compensation to be received by the Chief Executive Officers shall be capped at their annual gross fixed remuneration. The value of the shares taken as a reference (art. 219.2 LSC) shall be the lowest of the last [seven (7)] Stock Exchange Days immediately prior to the relevant date (e.g. Grant Date or Vesting Date).

The Managing Directors will be entitled to vest 33.33% of the option rights granted, but vesting is subject to the expiry of the vesting period.

The number of rights, the reference date, the value per share applicable to each option right, the limit and the targets will be fixed at the time the option right is granted by incorporation in the "grant letter". In this regard, it should be noted that, at the Board of Directors' meeting of 24 May 2021, it was agreed that the objectives that the Chief Executive Officers will have to meet are:

• Permanence in the Company.
• That in each of the years there is an increase of at least 10% in turnover with respect to the previous year.
• That in each of the years there is an increase in EBIDTA (positive) of at least 5% over the previous year.

Beneficiary's permanence: The option right may only be exercised if the Managing Directors remain with the Company during the vesting period. The Plan regulates the usual exceptions to this rule (dismissal declared null or unfair, withdrawal by the Company without causes attributable to the Chief Executive Officer, death and disability of the Chief Executive Officer).

TENTH: Requests and questions

At the end of the question-and-answer period, no statement was made by those present whose inclusion in the minutes is expressly requested.

ELEVENTH: Delegation of powers

It is unanimously agreed to expressly empower all the members of the Board of Directors, and in particular the Secretary of the Board of Directors, as well as the persons who have been granted general power of attorney to notarise, so that any of them, jointly and severally, may notarise the resolutions adopted, appearing before a Notary Public, and proceeding, where appropriate, to rectify, rectify or clarify the resolutions and/or the deed to which all this gives rise, until the registration of the said deed in the Companies Register, being able to request, where appropriate, partial registration.

TWELFTH: If appropriate, drafting, reading and approval of the minutes of the General Meeting.

The minutes were unanimously approved.

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In compliance with Circular 3/2020 of the segment BME Growth of BME MTF Equity, it is expressly stated that the information hereby communicated has been produced under the sole responsibility of the company and its administrators.

We remain at your disposal for any clarification you might deem necessary. Sincerely,

_________________

Salvador Martí Varó

Chairman of the Board of Directors

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