Gigas Hosting S A : Audit Committee report on amendment of articles of association

REPORT PREPARED BY THE BOARD OF DIRECTORS OF GIGAS HOSTING, S.A. REGARDING THE PROPOSED AMENDMENT OF THE OPERATION OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE RELATED AMENDMENT OF ARTICLE 17 OF THE BY-LAWS OF GIGAS HOSTING, S.A. INCLUDED IN ITEM 2 OF THE AGENDA TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 18 MAY AND 19 MAY 2021 AT FIRST AND SECOND CALL, RESPECTIVELY.

1. PURPOSE OF THE REPORT

This report is prepared by the Board of Directors of Gigas Hosting, S.A. ("Gigas" or the "Company") regarding the proposed resolution to be submitted to shareholders for approval at the Company's forthcoming Extraordinary General Meeting for the amendment of the operation of the Board of Directors of the Company and the related amendment to article 17 of the by-laws.

Specifically, this report is issued in accordance with article 286 of Royal Legislative Decree 1/2010, of 2 July, approving the restated text of the Spanish Companies Act (the "Spanish Companies Act") to explain and justify the proposed amendment to article 17 of the Company's by-laws included in the agenda to the Extraordinary General Meeting of Shareholder to be held on 18 and 19 May 2021 at first and second call, respectively.

2. JUSTIFICATION OF THE PROPOSED AMENDMENT OF THE BY-LAWS REGARDING THE OPERATION OF THE COMPANY'S BOARD OF DIRECTORS

The Company's Board of Directors proposes amending the operation of the Board of Directors and, specifically, the regime for convening meetings, by reducing the minimum period between when board meetings are called and held from the current ten (10) days to forty-eight (48) hours. The aim is to adapt the period to the Company's new reality and provide the Board of Directors with greater flexibility.

Therefore, the proposal is to amend article 17 of the by-laws on the operation of the Board of Directors.

3. PROPOSED RESOLUTION FOR APPROVAL AT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The full text of the proposed resolution on the amendment of the operation of the Board of Directors of the Company and the related amendment to article 17 of the by-laws to be submitted for approval by shareholders at the Company's General Meeting is as follows:

"Amendment of the operation of the Company's Board of Directors and the related amendment to article 17 of the Company's by-laws.

It is resolved to amend the operation of the Board of Directors and specifically the regime for convening meetings, setting the minimum amount of time between the call by the Board of Directors to convene and the holding of the meeting to forty-eight (48) hours and, therefore, redraft article 17 of the Company's by-laws, which will henceforth read as follows (for the avoidance of doubt, both the former text and the new text are presented below):

Former text	New text to be
	approved

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ARTICLE 17.-			ARTICLE 17.-
OPERATION OF THE BOARD OF	OPERATION OF THE BOARD OF
DIRECTORS			DIRECTORS
Meetings of the Board of Directors	Meetings of the Board of Directors
shall be called by the chairperson or	shall be called by the chairperson or
acting	chairperson.		Directors	acting	chairperson.		Directors
comprising at least one third of the	comprising at least one third of the
members of the Board of Directors	members of the Board of Directors
may convene a meeting, specifying	may convene a meeting, specifying
the agenda, which must be held in the	the agenda, which must be held in the
town or city where the registered	town or city where the registered
office is located if the chairperson,	office is located if the chairperson,
after being asked to do so, fails to	after being asked to do so, fails to
convene the meeting within one	convene the meeting within one
month of the request.			month of the request.
The meeting shall be convened by	The meeting shall be convened by
letter, fax, or any other written or	letter, fax, or any other written or
electronic means. The notice of	electronic means. The notice of
meeting shall be addressed personally	meeting shall be addressed personally
to each board member and sent to the	to each board member and sent to the
address	appearing	in	their	address	appearing	in	their
appointment or any other address	appointment or any other address
notified to the Company at least ten	notified to the Company at least forty-
days before the date of the meeting.	eight hoursbefore the date of the
				meeting.
A board meeting shall be deemed
valid when all of its members are	A board meeting shall be deemed valid
present and decide unanimously to	when all of its members are present
hold the meeting.			and decide unanimously to hold the
				meeting.
The meeting shall be validly
constituted if an absolute majority of	The meeting shall be validly
members attend the meeting in	constituted if an absolute majority of
person or by proxy. In the event of an	members attend the meeting in
odd number of directors, the absolute	person or by proxy. In the event of an
majority shall rule be determined by	odd number of directors, the absolute
default (for example, 2 directors must	majority shall rule be determined by
be present at a meeting of a board	default (for example, 2 directors must
comprising 3 members; 3 in one of 5;	be present at a meeting of a board
4 in one of 7; etc).			comprising 3 members; 3 in one of 5;
				4 in one of 7; etc).

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A director may only be represented at	A director may only be represented at
board meetings by another director.	board meetings by another director.
Proxies shall be granted in a letter	Proxies shall be granted in a letter
addressed to the chairperson.		addressed to the chairperson.
Directors may attend, participate in	Directors may attend, participate in
discussions and exercise their right to	discussions and exercise their right to
vote through any means of distance	vote through any means of distance
communication provide that it duly	communication provide that it duly
guarantees the identity of the	guarantees the identity of the principal
principal and the security of their	and	the	security	of	their
communications and vote. The notice	communications and vote. The notice
of meeting shall indicate the	of meeting shall indicate the possibility
possibility of remote attendance and	of remote attendance and specify how
specify how this may be done.		this may be done.
Meetings of the Board of Directors may	Meetings of the Board of Directors may
be held by any means of distance	be held by any means of distance
communication under the same terms.	communication under the same terms.
The	chairperson	shall	open	The	chairperson	shall	open
proceedings and direct the discussion	proceedings and direct the discussion
on matters, granting the floor, and	on matters, granting the floor, and
providing news and reports on	providing news and reports on
corporate issues to the members of	corporate issues to the members of
the board.			the board.
Except where the Spanish Companies	Except where the Spanish Companies
Act requires a larger majority,	Act requires a larger majority,
agreements by the Board of Directors	agreements by the Board of Directors
shall be adopted by an absolute	shall be adopted by an absolute
majority of directors attending. In the	majority of directors attending. In the
event of an odd number of directors,	event of an odd number of directors,
the absolute majority shall rule be	the absolute majority shall rule be
determined by default (for example, 2	determined by default (for example, 2
directors must be present at a	directors must be present at a meeting
meeting of a board comprising 3	of a board comprising 3 members; 3
members; 3 in one of 5; 4 in one of 7;	in one of 5; 4 in one of 7; etc.).
etc.).

Voting on decisions in writing outside Voting on decisions in writing outside meetings shall be valid when no meetings shall be valid when no director objects to this procedure. director objects to this procedure.

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Board of Directors' discussions and	Board of Directors' discussions and
decisions shall be recorded in a	decisions shall be recorded in a
minutes book.	minutes book.
The Board of Directors may designate	The Board of Directors may designate
from among its members an executive	from among its members an executive
committee or one or more chief	committee or one or more chief
executives, without prejudice to the	executives, without prejudice to the
powers of attorney that may be	powers of attorney that may be
granted to any person.	granted to any person.
The permanent delegation of any of	The permanent delegation of any of the
the Board of Directors' powers to the	Board of Directors' powers to the
executive committee or to any	executive committee or to any
executive director or directors, and the	executive director or directors, and the
appointment of any director to occupy	appointment of any director to occupy
these positions, shall require the	these positions, shall require the
favourable vote of two thirds of the	favourable vote of two thirds of the
board members to be valid and shall	board members to be valid and shall
not take effect until registration in the	not take effect until registration in the
Companies Register.	Companies Register.
Reporting on corporate governance,	Reporting on corporate governance,
the submission of financial statements	the submission of financial statements
to the general meeting and the powers	to the general meeting and the powers
vested thereby in the board may not	vested thereby in the board may not
be delegated except where explicitly	be delegated except where explicitly
authorised by the General Meeting.	authorised by the General Meeting."

This report was authorised for issue and approved by the Board of Directors at its meeting held on 14 April 2021.

________________________	________________________
Alfonso Cabezudo Fernández	Diego Ramón Cabezudo
de la Vega	Fernández de la Vega
________________________	________________________
María Aránzazu Ezpeleta Puras	José Antonio Arribas Sancho

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Bonsai Venture Capital, S.A. SCR de régimen común (represented by Javier Cebrián Monereo)

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