Acerinox S A : 11- Report of the Board of Directors on the proposed approval of the Directors' Remuneration Policy

Report of the board of directors on the proposed approval of the Directors' Remuneration Policy of Acerinox, S.A.

included under item 10 on the agenda of the Annual Shareholders' Meeting, which has been convened to be held on April 19, 2024, at first call and on April 22, 2024, at second call

Madrid, March 12, 2024

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

REPORT OF THE BOARD OF DIRECTORS OF ACERINOX, S.A, ON THE PROPOSED APPROVAL OF A NEW DIRECTORS' REMUNERATION POLICY OF ACERINOX, S.A. INCLUDED UNDER ITEM TEN ON THE AGENDA OF THE ANNUAL SHAREHOLDERS' MEETING, WHICH HAS BEEN CONVENED TO BE HELD ON APRIL 19, 2024, AT FIRST CALL AND ON APRIL 22, 2024, AT SECOND CALL

Wording of item ten on the agenda

"Approval of the Acerinox, S.A. Board Directors' Remuneration Policy, 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 item 9.2 of the agenda."

I. Rationale for the proposal made by the board of directors of Acerinox, S.A. to the Annual Shareholders' Meeting:

The board of directors of Acerinox, S.A., in view of the report of the Appointments, Remuneration and Corporate Governance Committee attached as an appendix, endorses the terms set forth therein, and agrees to submit the proposal contained in section 2 of this report to the Annual Shareholders' Meeting for approval.

1. Proposed resolution submitted to the Annual Shareholders' Meeting for approval:

"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

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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meetings of the board of directors and its committees. Instead, directors will receive 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: o Increase the position's fixed monetary remuneration by 3%.
  o 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.

1. Increase the multi-year variable remuneration target amount from 50% to 125% of fixed monetary remuneration and the maximum amount from 100% to 250%.

• 1. 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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2. General principles of the Remuneration Policy

This Directors' Remuneration Policy is inspired and based on the following general principles:

1. It is intended to be clear and understandable, and a reading of this policy, without reference to other documents, should be sufficient to understand it in its entirety.
2. Its adequacy for attracting and retaining directors with the desired profile and for rewarding the dedication, qualifications and responsibility that the position requires of directors, without compromising the independent judgment of non-executive directors.
3. 1. Reasonable proportionality with the importance of the Company, its economic situation at any given time, and the market standards of comparable companies, as well as the policy's adjustment to factors of moderation and adaptation based on the Company's results.
   2. A focus on promoting the profitability and sustainability of the Company in the long run, incorporating the necessary safeguards to avoid excessive risk-taking and the rewarding of unfavorable results. In the case of executive directors, a significant part of their variable remuneration is subject to the achievement of ESG goals: diversity and inclusion, accident rate, CO2 emissions, and energy intensity, with a combined weighting no lower than 10%. The board of directors will determine the allocation of ESG goals on an annual basis and may not set a lower weighting than the one indicated.

1. Remuneration linked to the Company's results will take into account any qualified opinions in the external auditor's report that reduce such results.
2. The remuneration system will maintain a balance between a fixed annual remuneration that should keep the director's interest in being such and require sufficient dedication, and an attendance compensation that ensures the director's presence in the forum of which they are a member.
3. In determining the remuneration, the conditions of employment and remuneration of the Company's employees are taken into account.

3. Directors' remuneration in their position as such

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.

3.1 Maximum amount of remuneration approved at the Annual Shareholders' Meeting

The Annual Shareholders' Meeting held on June 16, 2022, set the total maximum remuneration for the board of directors at two million two hundred thousand (2,200,000) euros.

During the term when the Policy is in force, the total maximum amount of remuneration set at the Annual Shareholders' Meeting will be distributed only among the directors in their capacity as directors (without taking into account the remuneration of executive directors). The items, and the total amount of remuneration for the executive directors, are set out in section 4 below.

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The Company will report on the remuneration ultimately paid to each of the directors in their capacity as directors in the corresponding Annual Report on Directors' Remuneration.

3.2 Fixed annual allowance as members of the board of directors and its committees

The Annual Shareholders' Meeting held on April 22, 2024, approved the establishment of new payment amounts for membership on the board of directors and its committees, which as of that date are as follows:

1. The remuneration for membership on the board is modified to eighty thousand (80,000) euros.
2. The remuneration for membership on committees is modified to forty thousand (40,000) euros for each committee to which they belong.
3. The additional remuneration for occupying the position of coordinating director and, if applicable, that of vice chair of the board, is set at sixty thousand (60,000) euros.
4. The remuneration for chairing a committee is modified to sixty thousand (60,000) euros. This remuneration is incompatible with that listed under letter b.
5. The remuneration of the chair of the board is set at one hundred and sixty thousand (160,000) euros. This remuneration is incompatible with that listed under letter a.

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.

The board of directors will establish annually, following a report from the CNR&GC, within the statutory framework and the maximum annual amount approved at the Annual Shareholders' Meeting, the amount to be distributed among the members of the board of directors. It will also report on the remuneration ultimately paid in the corresponding Annual Remuneration Report.

The directors in their capacity as directors will not receive attendance fees for attending the meetings of the board or the committees. However, they will be entitled to reimbursement of reasonable travel and accommodation expenses for attending the meetings if they reside in a province other than the location of the Company's registered office.

4. Directors' remuneration for the performance of executive duties

The remuneration system for executive directors complies with the provisions of commercial legislation contained in the Capital Companies Act, as well as with the provisions of the Company's bylaws and the regulations of the Company's board of directors.

Currently, the chief executive officer is the Company's sole executive director.

In any case, the remuneration of the chief executive officer in their capacity as a director is compatible with that derived from the exercise of their executive duties.

The components that may form part of their remuneration package for the performance of executive duties are detailed below:

• Fixed annual remuneration ("Fixed Remuneration"), which may be composed, in turn, of the following elements:
• 1. Fixed monetary remuneration ("Fixed Monetary Remuneration"), which constitutes a

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significant portion of the chief executive officer's total remuneration.

• 1. Select in-kind remuneration ("Fixed In-KindRemuneration").
  2. Annual contribution to a savings plan ("Private Pension System" or "Private Pension Plan").
• Variable remuneration ("Variable Remuneration"), which may be composed of the following elements:
• 1. Annual variable remuneration (the "Annual Variable Remuneration"); this comprises a target bonus linked to the company's economic performance (mainly EBITDA, net income, and net financial debt) and sustainability criteria (the "Target Bonus").
  2. Multi-yearvariable remuneration ("Multi-YearVariable Remuneration," "Long-TermIncentive," or "LTI"), linked to the achievement of certain Company strategic objectives.

The contracts of the executive directors will reflect the remuneration elements that are ultimately included in their remuneration packages.

The design of the remuneration scheme for executive directors aims to establish a balanced, effective relationship between fixed and variable components.

The structure of the remuneration components for the ACERINOX chief executive officer is shown below, taking into account different scenarios and their relative proportions. The graphs show the weight of the different remuneration elements (Fixed Monetary Remuneration, Annual Variable Remuneration, and Multi-Year Variable Remuneration) over total remuneration (the sum of these).

Chief executive officer

• This does not include Fixed In-Kind Remuneration, which totals thirty thousand (30,000) euros, or the contributions to the Private Pension Plan, the amounts of which should be determined by an insurance actuary.

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The chief executive officer shares this system with the other members of senior management.

The LTI is structured in plans, each with three-year (3) cycles. At the end of each cycle, the calculation is made and paid-ornot-as appropriate.

The LTI allows the beneficiary to receive in shares a value between 0% and 250% of their Fixed Monetary Remuneration, with the target for the chief executive officer being 125%.

The exact amount depends on the result of two (2) metrics:

• The first metric, with a weight of 75%, is calculated based on the total shareholder return ("TSR") relative to other IBEX 35 nonfinancial companies over the period. The TSR is the sum of the dividends distributed, dividend-like transactions (not the share buyback), plus the positive or negative difference in the share price. Depending on the final ranking, LTI entitlement will or will not accrue.
  Currently, the companies taken as benchmarks in the second plan (currently in force) are as follows: Acciona, ACS, Aena, Almirall, Amadeus, ArcelorMittal, Cellnex, Cie Automotive, Colonial, Enagás, Ence, Endesa, Ferrovial, Grifols, IAG, Iberdrola, Inditex, Indra, Mapfre, MásMóvil, Meliá Hotels, Merlin Properties, Naturgy, Redeia, Repsol, Siemens Gamesa, Telefónica, and Viscofan.
• The second metric, this one with a weight of 25%, compares the return on equity ("ROE") of ACERINOX in relation to a universe composed by seven (7) other companies devoted to the same kind of activity, and selected for their publication of periodic and reliable economic data.

At present, these companies are the following: Aperam, ArcelorMittal, Outokumpu, Salzgitter, SSAB, Posco, and Voestalpine.

In both cases, the board of directors may, in view of the circumstances, make appropriate adjustments in the interests of fairness and effectiveness of the system.

The final calculation of the shares to be delivered is based on the weighted average share price over the thirty (30) trading days prior to the commencement of the plan. In the second plan, which is currently in force, the amount for this purpose is eight euros and ninety-five cents (EUR 8.95).

Setting a fixed value for share allocation ensures that the economic expectation for the LTI in each cycle is aligned with changes in ACERINOX's stock price.

4.3 Variable Remuneration clawback clause

1. For Annual Variable Remuneration:
   The Company may require the repayment in full of any amounts unduly received, or to offset them against other remuneration of any kind to which it is entitled if, within two
   (2) years of payment, there is irrefutable proof that the parameters used to calculate the variable remuneration were incorrectly measured and this is due to:

1. the reformulation of the Company's financial statements, when the external auditors consider it necessary, except in the case of a change in accounting regulations; or

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1. any other reason, including, but not limited to, the following:
2. • Information that is manifestly false or seriously inaccurate and that is subsequently proven to be false or inaccurate.
   • If circumstances arise that mean the chief executive officer is removed from office due to a failure to perform their duties or engaging in any action or omission that causes damage to the Company.
   • Serious noncompliance with internal codes of conduct or policies approved by the Company or the Group.
   • Any other situation involving a breach of the Company's mandatory rules by the chief executive officer.

When such undue payment is the result of willful or gross misconduct on the part of the beneficiary, as considered by the board of directors, at the proposal of the CNR&GC, the amounts unduly paid will be returned at their gross amount, and the chief executive officer will be responsible for carrying out any restitutionary processes with the tax authorities.

If the conduct is not fraudulent or seriously culpable, the chief executive officer will reimburse the amount actually received in excess and authorize the Company to carry out the corresponding processes, where appropriate, for the return of incorrectly paid taxes. The chief executive officer will provide procedural and legal representation for this purpose.

The board of directors, at the proposal of the CNR&GC, will determine, where appropriate, whether the circumstances have arisen that should lead to the application of the aforementioned recovery clauses.

1. For Long-Term Incentives:
   The Company may require the return of the shares delivered under the corresponding plan or may even offset their delivery by means of the retention of other remunerations of any type the beneficiary may be entitled to receive, in the event that during the two
   (2) years following the plan settlement date, the board of directors considers that any of the following situations arises:

• Group losses in the two (2) years following the termination date of the cycle as a result of negligent management during the years included in the measurement period.
• Reformulation of the financial statements of the Company, when the external auditors consider it necessary, unless it is because of a change in accounting regulations.

The return of the shares will entitle the Company to require the beneficiary to enable the Company to take the corresponding steps, where appropriate, for the return of incorrectly paid taxes. The chief executive officer will provide procedural and process- focused representation for this purpose.

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