Neinor Homes S A : Report of activities of the Board and its committees

2023 Report on Activities of the Board of Directors and Board Committees of Neinor Homes S.A.

"Paper copies may not be the latest version. Check online documentation"

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2023 Report on Activities of the Board of Directors and Board Committees of Neinor Homes S.A.

1. General

Neinor Homes S.A. (hereinafter "Neinor Homes" or the "Company") is firmly committed to the orientation of its corporate governance practices to achieve the highest standards, align strategy and apply the relevant legislation and best practices in its day-to-day management and operations.

Following recommendation 6 of the Good Governance Code of listed companies approved by the Spanish National Securities Market Commission (hereinafter "CNMV") in February 2015, and revised in June 2020, Neinor Homes will prepare a report on the functioning of the Audit and Appointments and Remuneration Committees, which will publish on its website well in advance of the Annual General Shareholders' Meeting.

In this sense, this Activity Report includes the activities not only of the aforementioned Committees, but also of the other Board Committees existing in the Company (the Land Investment Committee) and of the Board of Directors itself.

The reporting period considered herein is the calendar year. This decision was adopted in order to ensure the greatest possible visibility and objectivity with regard to compliance with the Good Corporate Governance recommendations. Accordingly, the reporting period runs from January to December 2023. This will be the period taken as a reference by the Company in the future, to align reporting with the accounting and the "Corporate Governance" year, and to ensure that this Report is updated and available in time for the Ordinary General Shareholders' Meeting each year.

On the other hand, it should be noted that the Board and its delegated Committees discharge their supervisory and control functions with ongoing support from the:

• Chief Executive Officer.
• Secretary of the Board.
• GRC and Assurance Department (Corporate Governance, Internal Audit, Compliance, Risks and ESG).
• General Management.

These areas are at the disposal of Neinor Homes' governing bodies whenever needed, working tirelessly to ensure the proper discharge of their duties and compliance with all of the obligations established by applicable legislation and best practices and in the area of good governance. They also provide Directors with any information needed on a timely basis to

"Paper copies may not be the latest version. Check online documentation"

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2023 Report on Activities of the Board of Directors and Board Committees of Neinor Homes S.A.

allow between 6 and 12 days for review and analysis before meetings are held. They also channel the questions that Board and Committee members may raise and supply the relevant supporting and other documentation to ensure understanding of the issues.

Key activities undertaken by Neinor in the reporting period were as follows:

• Supervision and preparation of the ordinary General Shareholders' Meeting, held on
  20 April 2023, covering aspects such as:
• • Review and approval of the Company's annual accounts, the corporate management, and the re-election of the auditor.
  • Review and approval of the proposal for the application of the result corresponding to the year ended December 31, 2022.
  • Re-election,where appropriate, of Ms. Anna M. Birulés Bertran, Mr. Ricardo Martí Fluxá and Mr. Alfonso Rodés Vilà as directors, with the category of independent directors, for the statutory period of three years.
  • Re-election,where appropriate, of Mr. Borja García-Egocheaga Vergara as director, with the category of executive director, for the statutory period of three years.
  • Re-election,where appropriate, of Mr. Aref H. Lahham, Mr. Van J. Stults and Mr. Felipe Morenés Botín-Sanz de Sautuola as directors, with the category of proprietary directors, for the statutory period of three years.
  • Review and approval of the management and performance of the Board of Directors during the year ended December 31, 2022.
  • Delegation of powers to formalize and execute all the resolutions adopted by the general meeting, for their notarization as a public document and their interpretation, correction, complementation, development and registration.
  • Consultative vote on the annual report on the remuneration of directors for the financial year ended 31 December 2022.
• Supervision and preparation of the extraordinary General Shareholders' Meeting, held on 01 September 2023, covering aspects such as:
• • Review and approval of a share capital reduction with the aim of refunding shareholder contributions by reducing the nominal value of the shares, and subsequent amendment of article 5 of the Articles of Association.

"Paper copies may not be the latest version. Check online documentation"

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2023 Report on Activities of the Board of Directors and Board Committees of Neinor Homes S.A.

• Neinor Homes has carried out its sixth assessment of the quality and efficiency of the functioning and performance of its Board of Directors and its Committees. This year, it was supported by an external advisor, Georgeson, which ensured:
• • An even more objective view of the governing bodies and their performance.
  • A broader analysis and a more concise comparison of Neinor Homes' Good Governance practices with the practices of comparable national companies, with national standards (Code of Good Governance) and with international standards (proxy advisors and major foreign institutional investors).
  • A validation of the results obtained in the assessments carried out by internal audit in the previous two years.

In accordance with article 529 nonies of the Spanish Companies Law and Recommendation 36 of the Good Governance Code, Neinor Homes plans to carry out an external assessment of the functioning of the Board and its respective Committees, taking into consideration the recommendations contained in CNMV Technical Guide 3/2017 on Audit Committees. This assessment will be carried out annually and every three years the Board of Directors will be assisted in carrying out the assessment by an external consultant, whose independence will be verified by the Appointments Committee.

This assessment will be linked to action plans with improvement measures.

In addition, Neinor Homes has defined a training plan for the Board of Directors and its Committees, offering a refresher programme to update the Directors' knowledge and expertise in certain areas. The following subjects were addressed in 2023:

• Group Ethics and Compliance.
• Anti-moneylaundering and counter-terrorist financing.
• Cybersecurity.
• Market developments, macroeconomic situation and forecasts for the real estate sector.
• Update on ESG trends and regulatory changes: CSRD regulations, taxonomy and emissions.
• Valuation and appraisal of assets in 2023. General 2024 trends in the sector and applied to Neinor Homes.

"Paper copies may not be the latest version. Check online documentation"

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2023 Report on Activities of the Board of Directors and Board Committees of Neinor Homes S.A.

This Activity Report has been presented and approved by each of the Board Committees with regard to the matters falling within their respective remits, and it has been approved in its entirety by the Board of Directors on 21 February 2024. Likewise, the present Report will be made available to the Company's shareholders on the corporate website prior to the holding of the Annual General Shareholders' Meeting.

2. Purpose and Scope

The purpose of this document is to detail the functioning and composition of the Board of Directors and its three Committees: the Audit and Control Committee, the Appointments and Remuneration Committee and the Land Investment Committee, and describe the main activities and actions carried out by each body during the reported period (January-December 2023).

"Paper copies may not be the latest version. Check online documentation"

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2023 Report on Activities of the Board of Directors and Board Committees of Neinor Homes S.A.

3. Board of Directors

Neinor Homes' Board of Directors is duly empowered to manage, direct, administer and represent the Company in accordance with applicable regulations and best corporate governance practices. As a general rule, the Board delegates ordinary management tasks to its committees and the management team, establishing the content, limits and type of powers granted, so as to concentrate on its supervisory functions and on the consideration of those matters of particular importance for the Company. The principles of action of the Board of Directors, as well as the basic rules governing its organization and functioning, and the rules governing the conduct of its members are set out in the Regulations of the Board of Directors, which is published on the corporate website:

https://www.neinorhomes.com/uploads/documentos_contenidos/949/documento/Regulations -Board-of-Directors_Neinor.pdf

3.1. Functioning

In accordance with Article 16 of the Regulations of the Board of Directors, the Board shall meet "at least, quarterly" or "at the initiative of the Chairman, as many times as the Chairman deems appropriate for the smooth running of the Company" or also, according to article 9 of the aforementioned Regulation, "when so requested by at least one-thirdof the Directors".

Notice of meetings of the Board of Directors shall be given by the Secretary "at least seventy- two hours before the day of the meeting".

Meanwhile, the Board of Directors shall be duly convened "when one-halfplus one of the full number of Directors decided upon by the General Shareholders' Meeting is present in person or by proxy".

Resolutions shall be adopted by absolute majority of the Directors present at the meeting.

The Secretary shall draw up the minutes of meetings, listing the persons attending and describing the matters debated and the resolutions agreed.

3.2. Membership

In accordance with Article 7 of the Regulations of the Board of Directors of Neinor Homes, "The Board of Directors shall be made up of no fewer than five and no more than 15 members,

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2023 Report on Activities of the Board of Directors and Board Committees of Neinor Homes S.A.

the exact number to be determined by the General Shareholders' Meeting". As of the date of this report, the number of members of the Board of Directors is set at 9, in accordance with the resolution adopted by the 2018 Ordinary General Shareholders' Meeting.

The Regulations of the Board further stipules that the Company shall ensure that "as far as possible, on the composition of the body, proprietary and independent Directors represent a majority of the Board of Directors, attempting that the number of independent Directors represent at least one third of the members of the Board of Directors". The Chairman of the Board "shall be elected from among its members".

As of December 31, 2023, the composition of the Board was as follows:

The Board has a Secretary, Mrs. Silvia López Jiménez, who is not a member of the Board of Directors and therefore cannot vote.

In this regard, Neinor Homes complies with the requirements established and mentioned above, as it has 9 Directors, of which 4 are independent, 1 are executive and 4 are proprietary.

The professional résumé of each Director can be found on the corporate website: https://www.neinorhomes.com/about-us/our-people/board-of-directors/

3.3. Meetings held and attendance

The Board of Directors met a total of 12 times in the reporting period. The meetings of the Board of Directors were held on the following dates:

• 25 January 2023 (face-to-face and multilateral videoconferencing (Microsoft Teams)) *
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2023 Report on Activities of the Board of Directors and Board Committees of Neinor Homes S.A.

• • 22 February 2023 (face-to-face)
  • 15 March 2023 (in writing) *
  • 27 March 2023 (face-to-face and multi-stakeholder video conference (Microsoft Teams))
  • 30 March 2023 (in writing)
  • 5 May 2023 (in writing)
  • 24 May 2023 (face-to-face and multiparty videoconference (Microsoft Teams)) *
  • 28 June 2023 (face-to-face)
  • 26 July 2023 (multiparty videoconference (Microsoft Teams)). *
  • 11 October 2023 (face-to-face and multiparty videoconference (Microsoft Teams)). *
  • 22 November 2023 (face-to-face)
  • 20 December 2023 (multiparty videoconference (Microsoft Teams)). *
• According to article 16 (point 9) of the Regulations of the Board of Directors of Neinor Homes and to Royal Decree-Law 2/2021, of January 26, the sessions of the administrative bodies and of the delegated commissions of the Capital companies may be held by videoconference or by multiple telephone conference. In addition, these bodies may adopt resolutions by means of a written vote and without a session whenever so decided by the chairman and they must be so adopted when requested by at least two of the members of the body.

The percentage of attendance in person and proxies carried out with specific instructions, out of the total number of votes and possible attendance was 99,07% during the year. In addition, other members have participated, as detailed in the table below:

"Paper copies may not be the latest version. Check online documentation"

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2023 Report on Activities of the Board of Directors and Board Committees of Neinor Homes S.A.

3.4. Activities

The Board of Directors uses the diagnoses of supervisory activities, reports, policies and other obligatory activities of the Board, which is prepared by the GRC Department based on external laws and regulations (Spanish Companies Law, Securities Market Law and New Audit Law) and on the self-imposed undertakings made in the internal procedures and rules applicable to the Board and its Committees, as a tool to organize and plan its work, and to distribute and schedule the actions required to be taken over the course of the year.

The Corporate Governance scorecard is then used to track and control the work plans prepared by the Board and its Committees, and to establish activities and agenda items for the various Board and Committee meetings.

Finally, the Board also issues instructions to the GRC Department annually to carry out the following tasks on an ongoing basis:

• Make a diagnosis and report on compliance with the recommendations set out in the Code of Good Governance.
• Review compliance with technical, legal and information specifications regarding the mandatory content of the corporate website as stipulated in Circular 3/2015 of 23 June, of the Spanish National Securities Market Commission.

Activity and items debated at meetings of the Board of Directors

The most significant of all the matters examined and dealt with at the various Board meetings held during the year, in line with the functions and powers delegated to it, are summarized below. This summary is supplemented by the specific actions undertaken by each of the Committees, which are described herein in the sections titled "Activity".

Meanwhile, the Chairs of the various Committees track the items discussed at all Committee meetings in order to improve communication and ensure that all members are fully involved in the deliberation of all agenda items.

The main aspects discussed and analysed at Board meetings during the 2023 financial year were as follows:

• Drafting of the individual annual accounts and the individual management report of the Company for financial year ended on 31 December 2022
• Drafting of the consolidated annual accounts and the consolidated management report for financial year ended on 31 December 2022

"Paper copies may not be the latest version. Check online documentation"

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