Mapfre S A : Annual Report on Director´s Remuneration 2021

The English version is a translation of the original in Spanish for information purposes only. In case of discrepancy, the Spanish version shall prevail.

ISSUER'S IDENTITY DATA

End date of the reference fiscal year::		12/31/2021
Tax ID		A08055741

Number (CIF):

Company name:

MAPFRE S.A.

Registered office:

CARRETERA DE POZUELO A MAJADAHONDA, 52 EDIF.1 (MAJADAHONDA) MADRID

ANNUAL REPORT ON THE REMUNERATION OF

DIRECTORS OF PUBLICLY TRADED COMPANIES

A. COMPANY COMPENSATION POLICY FOR THE CURRENT FISCAL YEAR

A.1.1 Explains the current compensation policy for board directors applicable to the current fiscal year. If applicable, certain information regarding the compensation policy approved by the Annual General Meeting may be included, provided that such inclusion is clear, specific and definite.

The resolutions specific to the current fiscal year shall be described, both for compensation of board directors for their status as such and for the performance of executive functions that may be performed by the board in compliance with the provisions in contracts signed with the executive directors and with the compensation policy approved by the Annual General Meeting.

In any event, at a minimum the following items shall be indicated:

1. Description of the procedures and entities within the company involved in determining, approving, and applying the compensation policy and its conditions.
2. Indicate and, if applicable, explain whether comparable companies have been taken into consideration in establishing the company's compensation policy.
3. Information regarding whether any external advisor took part, and if so, that individual's identity.
4. Procedures contemplated in the current directors' compensation policy for applying temporary exceptions to the policy, conditions under which such exceptions may be used, and components that may be subject to exception under the policy.

i) General principles underpinning the current policy:

The remuneration of board directors is determined in accordance with the provisions of regulations applicable to corporations, the corporate bylaws and regulations of the company's Board of Directors, and the decisions adopted by the Annual General Meeting.

In the meeting held on February 9, 2022, the Board of Directors agreed to refer a new Remuneration Policy for Board Directors for the period 2022--2024 to the Annual General Meeting on March 11. The general principles are:

• Priority of the creation of value and profitability in the medium- and long-term over short-term results.
• Reasonable proportion between the Company's economic situation and the market standards of comparable companies.
• Alignment with the commercial and risk management strategy, risk profile, objectives, and risk management practices.
• Appropriate and efficient risk management within the established risk tolerance limits.
• Attraction and retention of talent.
• Appropriate compensation for dedication, qualification and responsibility.
• Appropriate proportion of fixed and variable components, avoiding excessive reliance on variable components.
• Deferred payment of a significant portion of the variable remuneration.
• Possibility of ex-post adjustments to the variable remuneration.
• Avoidance of conflicts of interest.
• Alignment of the compensation system for executive directors with that of the Company's executives as a whole.
• Non-discriminationon the basis of gender, race or ideology, and equal remuneration for positions of equal value.

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ANNUAL REPORT ON THE REMUNERATION OF

DIRECTORS OF PUBLICLY TRADED COMPANIES

Based on the principles indicated above, the remuneration system for board directors, in their status as such, is defined by the following characteristics:

• It is transparent in terms of the board directors' remuneration information.
• It is an incentive to reward their dedication, qualification, and responsibility, without constituting an obstacle to their duty of loyalty.
• It consists of a fixed amount for membership of the Board of Directors and, where applicable, of the Steering Committee and sub-steering committees, which may be higher for people with positions on the Board or who chair the sub-steering committees. In addition, members of the Steering Committee shall receive an allowance for attending its meetings. This remuneration is supplemented with other non-monetary compensation, as established for Company staff in general in the MAPFRE Insurance Group Collective Agreement.
• It does not include variable components or those indexed to share value.
• Board directors are reimbursed for traveling expenses and other costs incurred to attend company meetings or carry out their functions.

The compensation system for directors who perform executive functions in the Company has the following features and measures to ensure consistency with the strategy, interests and long-term sustainability of the Company and its Group, and with the compensation conditions of executives and employees in general, and to reduce exposure to excessive risks:

• Balanced relationship between the fixed and variable components of remuneration and long-term performance orientation.
• Variable remuneration linked to economic-financial objectives, those for shareholder value creation, and those linked to sustainability, in line with MAPFRE's Strategic Plan.
• Medium and long-term variable compensation through multi-year incentive plans, based on long-term results and partially orchestrated through the delivery of MAPFRE S.A. shares subject to a retention period.
• Variable remuneration with partial deferral and possibility of reduction (malus clause) or total or partial refund (clawback clause).

The remuneration policy, therefore, contributes to the business strategy, interests and long-term sustainability of the Company, with the objective of creating shareholder value in a sustainable manner over time, with prudent risk management and in strict compliance with current regulations on the compensation of directors of listed companies.

With regard to the criteria followed to determine the different components in the remuneration package for board directors, in the case of external board directors, the aim is compensate them in accordance with their professional experience, dedication to the position and the responsibility involved, while ensuring that their objectivity in the defense of company interests is not affected by the remuneration received.

For executive board directors, as for the rest of the Group's executive managers, the aim is to provide competitive remuneration packages that will attract and retain outstanding professionals while establishing and sustaining a stable relationship between remuneration, results and accepted risk (this risk therefore constitutes a determining factor of the variable remuneration in the medium and long-term).

[THE INFORMATION IN THIS SECTION CONTINUES IN SECTION D.1 OF THIS REPORT]

A.1.2 Relative importance of the variable remuneration items in relation to fixed items (remuneration mix) and which criteria and objectives have been considered in its establishment, and to guarantee a proper balance between

fixed and variable remuneration items. In particular, explain the actions taken by the company relating to the remuneration system to reduce exposure to excessive risk and adjust it to the company's long term goals, values, and interests which will include, where appropriate, reference to measures provided to guarantee that the compensation policy gives due consideration to the long-term results of the company, the measures adopted with regard to the categories of personnel whose professional activities have a material effect on the risk profile of the company, and measures designed to avoid conflicts of interest.

It also indicates whether the company has set any accrual or vesting period for specific items of variable remuneration, in cash, shares or other financial instruments, a deferral period for payment of sums or provision of accrued and vested financial instruments, or if any reduction clause has been established for deferred remuneration that is not yet vested, or that requires

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ANNUAL REPORT ON THE REMUNERATION OF

DIRECTORS OF PUBLICLY TRADED COMPANIES

the board director to reimburse the remunerations received, when such remunerations have been based on data whose inaccuracy has been later demonstrated in a manifest manner.

Executive directors have a short-term variable compensation system based mainly on an annual component linked to the Company's consolidated net profit and the Group's Return on Equity (ROE) and, additionally, another component linked to compliance with the Global Autos Combined Ratio and percentages of growth in earned premiums and variation in charged expenses (excluding life savings). They also have multi-year variable incentive schemes linked to the achievement of objectives established in line with the Group's Strategic Plan.

Regarding deferral of short-term variable remuneration for executive board directors, the payment of at least 30 percent of it will be deferred for a minimum of three years.

On the other hand, relevant personnel and other persons who perform key functions or whose professional activity has a material impact on the Company's risk profile have a variable remuneration system linked to the achievement of both financial and non-financial objectives directly matched to the strategic plans and also subject to deferral rules. In particular, the Company's executive directors are part of an extraordinary, non-vested,multi-year Medium and Long-Term Incentive Plan consisting of three overlapping cycles with a target measurement period of three years each (2022-2024,2023-2025 and 2024-2026), which will be paid partially in cash and partially through the delivery of MAPFRE S.A. shares. The objectives of the first overlapping cycle (2022-2024) refer to (i) the relative Total Shareholder Return (TSR) (comparison between MAPFRE's TSR and the TSR of the group of companies comprising the Eurostoxx Insurance in the Plan's measurement period), (ii) the average Return on Equity (ROE), (iii) the average Non-Life Global Combined Ratio, and (iv) objectives linked to sustainability. The above objectives generally refer to averages over a three-year period, so it is only possible to obtain such remuneration through management that generates results and business models that are sustainable over time.

In the case of medium and long-term variable remuneration, the payment of at least 60 percent of the same will be deferred for a minimum of three years. In addition, executive directors must maintain ownership of all of the shares for a maximum period of two years from the date of delivery of the shares.

In accordance with the Remuneration Policy for Board Directors for the 2022-2024 period, the fixed and variable components of the remuneration package must be balanced in such a way that the fixed component constitutes a sufficiently large part of the total remuneration, thus enabling the application of a completely flexible policy with regard to the variable components of the remuneration package, including the possibility of not paying these. To avoid the excessive assumption of risk, the percentage of the variable component with respect to the fixed remuneration should not exceed 100 percent.

For the 2022 fiscal year, the weight of the target variable remuneration (sum of the annualized short-, medium- and long-term variable remuneration and the variable part of the long-term savings systems) over the fixed remuneration (sum of the annual fixed remuneration and the fixed part of the long-term savings systems, excluding the amounts corresponding to social benefits) of all executive directors is 68.73 percent.

For the purpose of an appropriate balance between fixed and variable components, the Company has used the remuneration practices of IBEX 35 companies as its reference.

Furthermore, contracts for executive board directors include the following clauses that may affect 100 percent of the variable remuneration:

• Reduction clause (malus): provides for the partial or total reduction of remuneration accrued and pending issue under certain serious circumstances, either for improper actions or situations that affect the settlement.
• Recovery cause (clawback): provides specifically for the partial or total return of variable remuneration paid within three years following its payout.

In relation to potential conflicts of interest, the internal regulations of the company establish that these must be reported to the governing bodies of MAPFRE through General Counsel by those affected. These governing bodies must establish whether or not there is a conflict of interest, and if this is case they must establish measures to protect the company interest in accordance with the circumstances. These measures must be accepted by those affected.

A.1.3 Amount and form of fixed components that are provided will be accrued by the board directors within the fiscal year based on their position.

External board directors receive an annual fixed amount for their membership on the Board of Directors as basic remuneration and, where applicable, for membership on the Steering Committee and sub-steering committees, which may be higher for people who hold positions on the Board itself or who

chair any of the Board committees or sub-committees. In addition, members of the Steering Committee shall receive an allowance for attending its meetings. This remuneration may be supplemented with other non-monetary remuneration as established for the company staff in general.

(i) Fixed allocation and attendance allowance.

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ANNUAL REPORT ON THE REMUNERATION OF

DIRECTORS OF PUBLICLY TRADED COMPANIES

The amounts for these categories for fiscal year 2022 shall be as follows:

• Membership of the Board of Directors: 110,000 euros
• - Vice Chairman of the Board of Directors - Independent Coordinating Director: 220,000 euros
• Membership of the Steering Committee: 10,000 euros plus an attendance allowance of 3,000 euros per meeting
• Chair of the Audit and Compliance Committee: 70,000 euros
• Members of the Audit and Compliance Committee: 49,000 euros
• Chair of the Appointments and Remuneration Committee: 62,000 euros
• Members of the Appointments and Remuneration Committee: 40,000 euros
• Chair of the Risk Committee: 62,000 euros
• Members of the Risk Committee: 40,000 euros

(ii) Non-monetary compensation.

External directors are beneficiaries of the non-monetary compensation as established in section A.1.5 below. (iii) Amounts for membership of the Board of Directors of subsidiary companies

External board directors who are members of the Board of Directors of subsidiary companies also receive a fixed amount for this membership and, as applicable, for membership of their management committees.

These amounts vary depending on the size and geographic location of the subsidiary company.

A.1.4 Amount and form of fixed components that will be accrued in the fiscal year for performance of senior management functions of executive board directors.

Executive directors do not receive the fixed allowance and attendance fees established for board directors in their capacity as such.

Board directors' fixed remuneration for carrying out their executive functions is determined in line with the Remuneration Policy for Board Directors for the 2022-2024 period and in accordance with the stipulations of their respective contracts.

For 2022, the gross fixed salary remuneration of the four Executive Board Directors totals 2,307,499 euros, of which 1,878,241 euros corresponds to the company and 429,258 euros to other companies of the Group.

A.1.5 Amount and form of any remuneration component in kind that will be accrued in the fiscal year, including but not limited to insurance premiums paid in favor of the director.

External directors receive the following non-monetary compensation, which is generally established for the Company's personnel in the MAPFRE Insurance Group Collective Agreement:

• Life insurance in case of death with an insured capital of 150,253 euros.
• Discounts on products sold by companies belonging to the MAPFRE Group.
• Christmas gift.

Executive directors are entitled to the following social benefits and benefits established in general for the Company's senior management:

• Defined contribution pension commitments described in section A.1.7 below.
• Specific health insurance and medical checkup.
• Burial insurance.

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