Acerinox S A : 03- Proposed resolutions of the Annual Shareholders’ Meeting

Proposed resolutions of the board of directors to be submitted to the Ordinary Annual Shareholders' Meeting of Acerinox, S.A., to

be held at first call on April 19, 2024, and at second call on April 22, 2024

Madrid, March 12, 2024

Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.

Proposed resolutions of the Annual Shareholders' Meeting

PROPOSED RESOLUTIONS OF THE BOARD OF DIRECTORS TO BE SUBMITTED TO THE ORDINARY ANNUAL SHAREHOLDERS' MEETING OF ACERINOX, S.A., TO BE HELD AT FIRST CALL ON APRIL 19, 2024, AND AT SECOND CALL ON APRIL 22, 2024

First Item on the Agenda:

"Examination and approval of the annual financial statements (balance sheet, statement of profit or loss, statement of changes in equity for the fiscal year, cash flow statement, and the annual report), and management reports referring to Acerinox, S.A. and its Consolidated Group, all of which pertain to the year ended December 31, 2023."

In relation to this Annual Shareholders' Meeting agenda item, the board of directors proposes the following resolution:

"Approve the annual financial statements (balance sheet, statement of profit or loss, statement of changes in equity for the fiscal year, cash flow statement, and the annual report) and Management Report of Acerinox, S.A., as well as the financial statements and Management Report of its Consolidated Group for the year ended December 31, 2023.

The individual and consolidated annual financial statements, together with their respective management reports, have been audited by the Company's auditors."

Second Item on the Agenda:

"Examination and approval of the Consolidated Nonfinancial Information Statement for the year ended December 31, 2023."

In relation to this Annual Shareholders' Meeting agenda item, the board of directors proposes the following resolution:

"Approve the Consolidated Nonfinancial Information Statement for the 2023 fiscal year.

The Consolidated Nonfinancial Information Statement has been audited in accordance with current regulations."

Third Item on the Agenda:

"Approval of the proposed distribution of earnings of Acerinox, S.A. for the year ended December 31, 2023. The proposal includes the payment of a final dividend for 2023 of EUR 0.31 gross per share to be paid on July 19, 2024."

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In relation to this Annual Shareholders' Meeting agenda item, the board of directors proposes the following resolution:

"Approve the following proposed distribution of earnings of Acerinox, S.A. for the year ended December 31, 2023.

The amount for the distribution of dividends is the aggregate result of the sum of the following amounts:

• the interim dividend payment for the 2023 fiscal year for a total of EUR 0.31 gross per share, agreed by the board of directors at its meeting of December 20, 2023, which was paid on 26 January 2024; and
• a final dividend charged to the 2023 fiscal year for the amount of EUR 0.31 for each of the 249,335,371 existing shares (subject to the limits in article 148 of the Spanish Capital Companies Act on the shares held in treasury stock at the time of payment). This final dividend will be paid through the entities participating in the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear), on July
  19, 2024."

Fourth Item on the Agenda:

"Approval of the management of the board of directors for the year ended December 31, 2023."

In relation to this Annual Shareholders' Meeting agenda item, the board of directors proposes the following resolution:

"Approve the management of the board of directors of Acerinox, S.A. for the year ended December 31, 2023."

Fifth Item on the Agenda:

"Reelection of the account auditors of Acerinox, S.A., and its Consolidated Group for the 2024 fiscal year."

In relation to this Annual Shareholders' Meeting agenda item, the board of directors proposes the following resolution:

"To reappoint, following a favorable report from the Audit Committee, the firm "PricewaterhouseCoopers Auditores, S.L.," with N.I.F. B-79031290 and R.O.A.C. number S0242, as auditors to carry out the review and statutory audit of the financial statements of Acerinox, S.A. and its Consolidated Group for the 2024 fiscal year, empowering the board

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of directors of Acerinox, S.A. to establish the conditions and formalize the corresponding contract."

Sixth Item on the Agenda:

"Authorization for the board of directors, in accordance with the provisions of articles 286, 296.1., 297.1. b), and 506 of the Spanish Capital Companies Act, to increase the share capital by means of monetary contributions on one or more occasions, at any time, up to the amount of EUR 31,166,921.37 within a period of two years, starting from the moment of authorization by the Annual Shareholders' Meeting with delegation to the board of directors to exclude preemptive subscription rights, if the interests of the Company so require, up to a maximum of ten percent of the share capital of the Company at the time of authorization."

In relation to this Annual Shareholders' Meeting agenda item, the board of directors proposes the following resolution:

"To authorize and empower the board of directors of Acerinox, S.A., as broadly as is required by law, so that, in accordance with the provisions of article 286, 296.1, and 297.1.b) of the Spanish Capital Companies Act, it may increase the share capital on one or more occasions, up to a maximum amount of EUR 31,166,921.37 (equivalent to half the share capital at the time of the Annual Shareholders' Meeting), on one or more occasions and at any time, within a period of two years, starting from the date of the holding of said meeting, by means of the issuance of new shares, which may be ordinary, privileged, redeemable, non-voting, or of any other kind permitted by law, with or without a share premium, consisting of the consideration of new shares to be issued in monetary contributions, with the power to set the terms and conditions of the capital increase and the characteristics of the shares, as well as to freely offer the new shares not subscribed to in the period or periods of preemptive subscription rights, and to establish that, without prejudice to the provisions of article 507 of the Spanish Capital Companies Act, in the event of incomplete subscription, the capital will be increased solely by the amount of the subscriptions made, and to give a new wording to article 5 of the bylaws, related to share capital.

Similarly, the board is empowered to exclude, wholly or in part, the preemptive subscription right in the terms of article 506 of the Capital Companies Act, in connection with article 308 of the Capital Companies Act, up to a maximum of ten percent of the Company's share capital at the time of authorization. In any case, if the board decides to suppress the preemptive subscription right in relation to any or all of the above-mentioned capital increases, it will issue, at the time of approving the corresponding capital increase resolution, a report listing the reasons of corporate interest justifying such a measure. This report will be made available to the shareholders and sent to the first Annual Shareholders' Meeting held after the resolution on the increase.

The delegation includes the power to perform all the necessary procedures so that the new shares issued as part of the capital increase or increases are admitted for trading on the stock exchanges where Acerinox, S.A. shares are listed, in accordance with the procedures envisaged on each of said stock exchanges.

The board of directors is also authorized, pursuant to the provisions of article 249 bis.l) of the Capital Companies Act, to sub-delegate (with the power of substitution where

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appropriate), on behalf of any person, the powers conferred by virtue of this resolution that may be delegated.

This delegation replaces and renders null and void, in its unused part, the previous delegation in force to the board of directors to increase the share capital under the provisions of article

297.1. b) of the Capital Companies Act, approved at the Company's Ordinary Annual Shareholders' Meeting held on May 23, 2023, under item 7 of the agenda."

Seventh Item on the Agenda:

"Authorization to the board of directors of the Company to acquire treasury shares for a period of two years, either by itself or through any of the companies in the Acerinox Group, establishing the limits and requirements, thereby annulling the authorization granted in item 9 of the agenda by the Ordinary Annual Shareholders' Meeting held on May 23, 2023."

In relation to this Annual Shareholders' Meeting agenda item, the board of directors proposes the following resolution:

"To authorize and empower the board of directors of Acerinox, S.A. or the person or persons to whom it delegates, to acquire shares from the company, either through the company itself or through any Group Company under the terms of article 146 of the Spanish Capital Companies Act, for any consideration and for a period of two (2) years counted from today, equivalent to a minimum exchange value of not less than 5% of the corresponding value during the trading day on which the transaction is made, and at a maximum exchange value of not greater than 5% of the corresponding value during the trading day on which the transaction is made.

For the purposes of the second paragraph of section a) of article 146.1 of the Spanish Capital Companies Act, it is resolved to grant express authorization for the acquisition of shares in the Company by any of the subsidiaries on the same terms resulting from this resolution.

Likewise, and for the purposes of the provisions of paragraph 3 section a) of article 146 of the Spanish Capital Companies Act, it is expressly stated for the record that the shares acquired under this authorization may be, wholly or in part, delivered directly to the employees or directors of the Company or of the companies belonging to its Group.

Furthermore, the shares acquired as a result of this authorization may be used, in whole or in part, both for their disposal or redemption and for potential corporate or business transactions or decisions, as well as for any other legally possible purpose.

The maximum number of treasury shares which the Company may acquire under this resolution, in addition to any shares already held by the Company and its subsidiaries on the day of the adoption, and any shares that the Company may acquire pursuant to any other authorization, may not exceed 10% of the subscribed share capital, as stated in article 509 of the Spanish Capital Companies Act.

This authorization cancels, to the extent of the amount not used, the authorization granted in item 9 of the agenda of the Annual Shareholders' Meeting of the Company held on May 23, 2023.

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The board of directors is hereby empowered to delegate (with powers of substitution when appropriate) the aforementioned authorizations to the person or persons it deems appropriate, pursuant to the provisions of article 249 bis.l) of the Capital Companies Act."

Eighth Item on the Agenda:

"Submitting of the 'Annual Report on Directors' Remuneration of Acerinox, S.A.,' corresponding to the year ended December 31, 2023, to an advisory vote."

In relation to this Annual Shareholders' Meeting agenda item, the board of directors proposes the following resolution:

"Approve the Annual Report on Directors' Remuneration of Acerinox, S.A., corresponding to the year ended December 31, 2023, referred to in article 541 of the Spanish Capital Companies Act, whose text has been made available to the shareholders, in addition to the rest of the documentation relating to the Annual Shareholders' Meeting."

Ninth Item on the Agenda:

"Approval of the amendments to the bylaws:

1. Amendment of article 24 ("Board positions") of the bylaws.
2. Amendment of article 25 ("Directors' remuneration") of the bylaws."

In relation to agenda item 9.1 of the Annual Shareholders' Meeting, the board of directors proposes the following resolution:

"To approve the amendment to article 24 ("Board positions") of the Company's bylaws, which will be worded as follows:

Article 24. Board positions

The following are the positions within the board: chair, vice chair or vice chairs, chief executive officer, lead independent director-ifany-and secretary.

1. In addition to the functions assigned by law and in the bylaws, the chair is charged with leading governance in the Company and the group of investees, directing the functions of the board, ensuring that its members have sufficient information, and representing the Company at an institutional level.
2. In the event of the chairperson's absence or incapability, the eldest vice chairperson will take their place if the latter is independent. In the absence of the aforementioned, the position will fall to the lead independent director, or in such a director's absence, to the independent director with the longest tenure in the role, and in the event that there are several of equal tenure, the eldest member, followed by the next eldest should this member decline.
3. The board, at the request of the chair, and based on a report previously issued by the Appointments, Remuneration, and Corporate Governance Committee, may appoint a board member as chief executive officer and delegate to this person all the

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responsibilities that can be delegated pursuant to the law and the bylaws. The chief executive officer will be responsible for the effective leadership of the Company's businesses, in line with the decisions and principles that the Annual Shareholders' Meeting and the board of directors resolve in their respective fields. The chief executive officer will have command over all the Company's services and the senior management. The chief executive officer will also be in charge of executing the general strategy of the business group and of ensuring it is carried out. The position of chief executive officer may be held by any member of the board of directors.

1. The board of directors, at the request of the chair, and based on a report previously issued by the Appointments, Remuneration, and Corporate Governance Committee, may appoint a secretary, and if applicable, a vice secretary, who may or may not be board members. In the case of vacancy or absence in the role of secretary, the vice secretary, if one is appointed, will act in their place. If not, this will fall to the youngest board member, and should they decline, the next youngest."

In relation to agenda item 9.2 of the Annual Shareholders' Meeting, the board of directors proposes the following resolution:

"To approve the amendment of article 25 ("Directors' remuneration") of the Company's bylaws, which will be worded as follows:

Article 25. Directors' remuneration

1. The position of director will be remunerated.
2. Directors, in their capacity as directors, will receive a fixed annual allowance as members of the board of directors and its committees.
   These amounts will be payable monthly in arrears and will be prorated on a daily basis in the event that the corresponding position is not occupied throughout the entire year.
3. The total remuneration corresponding to each director in their capacity as a director will be determined by the Directors' Remuneration Policy. Yearly remuneration may vary depending on the functions and responsibilities assigned to each director, on whether they are members of a board committee, and on other objective circumstances that are deemed relevant.
4. When a member of the board of directors is appointed as the chief executive officer or conferred executive functions in another role, a contract must be drawn up between this individual and the Company. The contract must be previously approved by the board of directors, with two thirds of its members voting in favor. The director in question must abstain from attending the discussion and participating in the vote. The approved contract must then be attached to the meeting minutes. The contract must be in accordance with the Remuneration Policy approved at the Annual Shareholders' Meeting, which will establish at least the amount of the fixed annual remuneration corresponding to the director for the performance of their executive duties and other provisions of law. For executive directors, the right to remuneration derived from their condition as member of the board will be compatible with their right to remuneration for their senior management position.

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1. The contract will list all items for which the executive director may receive remuneration for the performance of executive duties, consisting of fixed remuneration, a variable bonus subject to fulfillment of financial and nonfinancial objectives, a long-term incentive consisting of Company shares based on metrics aligning their interests with those of the Company, and, where applicable, the same income in kind as the other members of senior management. The Company will also make a yearly contribution to their savings or pension plan subject to the conditions set out in the regulations governing senior management remuneration, in accordance with the Remuneration Policy approved at the Annual Shareholders' Meeting and the limits set therein. The chief executive officer's contract will include any severance pay to which they are entitled as a result of dismissal by the Company, which must not exceed the figure established in the Remuneration Policy. The chief executive officer is not entitled to any payment for performing executive functions whose amounts or components are not laid out in this contract.
   Following a report from the Appointments, Remuneration, and Corporate Governance Committee, the board of directors is responsible for the individual setting of each director's remuneration for the performance of the executive duties attributed to them within the framework of the Remuneration Policy and in accordance with the provisions of their contract."

Tenth Item on the Agenda:

"Approval of the Directors' Remuneration Policy of Acerinox, S.A., effective from the time of its approval at the Annual Shareholders' Meeting for fiscal years 2025, 2026, and 2027. This agenda item will be conditional upon the adoption at the Annual Shareholders' Meeting of the resolution to amend the company's bylaws, as proposed in agenda item 9.2."

In relation to this Annual Shareholders' Meeting agenda item, the board of directors proposes the following resolution:

"In compliance with the provisions of articles 529 novodecies and concordant articles of the Spanish Capital Companies Act, as well as articles 16. l) and 25.3 of the bylaws and 6.1. h) and 12.I. F) 6. of the Regulations of the Board of Directors of Acerinox, S.A., at the proposal of the board of directors of Acerinox, S.A. and following a report from the Appointments, Remuneration, and Corporate Governance Committee, the Directors' Remuneration Policy is submitted to the Annual Shareholders' Meeting for approval, to be applied from the time of its approval for fiscal years 2025, 2026, and 2027.

The full text of the aforementioned Directors' Remuneration Policy is included below:

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Directors' Remuneration Policy of Acerinox, S.A.

1. Introduction

In accordance with the provisions of article 529 novodecies of the Spanish Capital Companies Act1, regarding the approval of the Directors' Remuneration Policy, article 6 of Appendix III of the Regulations of the Board of Directors of Acerinox, S.A. ("ACERINOX" or the "Company") establishes, among the duties of the Appointments, Remuneration, and Corporate Governance Committee (the "CNR&GC"), the duty to propose to the board of directors a Directors' Remuneration Policy, to be submitted to the Annual Shareholders' Meeting for approval.

The board of directors of ACERINOX, at the proposal of the CNR&GC, submitted the Directors' Remuneration Policy to the Annual Shareholders' Meeting (the "Annual Shareholders' Meeting" or the "Annual Meeting"), applicable from the time of approval at the Annual Shareholders' Meeting in 2022 for the following three (3) fiscal years (that is, until December 31, 2025).

This Policy was the result of deep reflection and a comparison exercise between the remuneration of ACERINOX directors and those of comparable companies.

The Company is aware of the importance of corporate governance, which helps establish investor trust, attract talent, and build brand image. In the medium and long term, this is a key way to increase a company's value, enhancing its attractiveness in the markets.

As required by recommendation 56 of the Good Governance Code of Listed Companies, the remuneration of the directors should be sufficient to attract and retain directors with the desired profile and to reward the dedication, qualifications, and responsibility that the position demands, but not so high as to compromise the independent judgment of non- executive directors. The stagnation in remuneration threatens to turn the ACERINOX board in the medium term into a less attractive place, especially if the aim-as is the norm in a multinational company-is to attract the talent and experience of professionals with worldwide reach who have many more alternatives than time available to them. In the same way, if in the medium term it is desired to establish stricter limits to the growing phenomenon of overboarding, it will be necessary to accept that even at a national level it is necessary to offer, apart from a sustainable business project with a great capacity for development and growth (which ACERINOX and its Group currently fulfill), a remuneration in accordance with the growing demands of corporate life in a more technified and complex international environment, with the concomitant increase in responsibility.

Within the framework of the continuous reflection process carried out by the CNR&GC, the Company has carried out a new review of the remuneration system for ACERINOX directors and senior management, identifying some aspects that could improve the Company's corporate governance system.

As a result of the conclusions reached in the reflection process, the CNR&GC has proposed the following measures to the board of directors for approval:

• Eliminate the ability of ACERINOX directors to claim attendance fees for attending meetings of the board of directors and its committees. Instead, directors will receive

1 Royal Legislative Decree 1/2010, of July 2, approving the revised text of the Spanish Capital Companies Act ("Capital Companies Act," or the "LSC").

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fixed annual remuneration in their capacity as such, payable monthly in arrears and prorated on a daily basis in the event that the corresponding position is not occupied during the entire year. The remuneration of each director in their capacity as such will be made within the framework of the current Remuneration Policy and bylaws, respecting the annual maximum and other criteria set forth in the Remuneration Policy.

Directors' annual remuneration in their capacity as such will vary, depending on the functions and responsibilities assigned to each of them, on whether they are members of a board committee, and on other objective circumstances that are deemed relevant.

• To modify the remuneration system for the chief executive officer as follows:
• • Increase the position's fixed monetary remuneration by 3%.
  • In relation to annual variable remuneration:
  • • Reduce the chief executive officer's maximum annual variable remuneration from 250% to 175% of their fixed monetary remuneration.
    • Eliminate the bonus pool so that annual variable remuneration would correspond exclusively to the target bonus.
  • Increase the multi-year variable remuneration target amount from 50% to 125% of fixed monetary remuneration and the maximum amount from 100% to 250%.
  • Update the chief executive officer's total maximum theoretical remuneration for performing executive duties in line with the above measures.
• Improve the policy's alignment with corporate governance trends.

With these changes, the CNR&GC is confident that the directors' remuneration system will be better aligned with the long-term interests of the company and its shareholders, and with standard market practice regarding remuneration.

Taking into account the above, notwithstanding the fact that the current policy would remain current until December 31, 2025, the ACERINOX board of directors, at the proposal of the CNR&GC, has agreed to submit for approval at the Annual Shareholders' Meeting this Remuneration Policy for the Company's directors (the "Remuneration Policy" or the "Policy") applicable from the time of approval at the Annual Shareholders' Meeting in 2024 until December 31, 2027.

If approved at the Annual Shareholders' Meeting, the Remuneration Policy (to be attached to the supporting report prepared by the CNR&GC) will replace the Directors' Remuneration Policy for fiscal years 2022 to 2025 (inclusive), approved at the Annual Shareholders' Meeting on June 16, 2022.

Any modification or substitution of this Remuneration Policy while it remains in force will require approval at the Annual Shareholders' Meeting, in accordance with the provisions of current law. If the policy is to be reviewed, any significant changes will be described and explained, detailing how these have taken into account any votes cast and opinions received from shareholders regarding the Policy and the annual directors' remuneration reports since the date of the most recent vote on the Remuneration Policy.

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