IBERSOL | Integrated Management Report | 2025

CORPORATE GOVERNANCE REPORT Explanation for not adopted or partially adopted Recommendations Recommendation II.2.5.(1) and (3) - The company does not have any specialised committees on corporate governance matters and the Remuneration Committee has not been given any special powers in terms of corporate governance. The structure and composition of the Board of Directors, with 5 members, 2 execu- tive and 3 non-executive, which carries out an annual assessment of their performance, the Audit Board and the Statutory Auditor, which carry out the respective supervision within the scope of the company, and the Remuneration Committee, which assesses the performance and approves the remuneration of the members of the Board of Directors and other corporate bodies, in accordance with the company’s Remuneration Policy - is a structure that is demonstrably appropriate to the size of the company, and is necessary and sufficient to ensure that the risks to which the company is exposed and which are inherent to its activity are minimised, as well as being adequate to ensure the necessary efficiency in the performance of the duties entrusted to each of these members, with the non-executive members of the management body exercising all their necessary direct collaboration with the corporate objectives to which they are assigned. Having regard to the foregoing, it should be noted that, pursuant to the Internal Policy on the Selection and Assessment of the Suitability of Members of the Company’s Management and Supervisory Bodies, as approved at the General Meeting held on 26 May 2023, the responsibility for assessing the suitability of can- didates proposed for appointment to the Board of Directors and the Audit Committee to be elected at the General Meeting shall lie with the proposing shareholder(s). Alternatively, and upon request by such propos- ing shareholder(s), the Remuneration Committee shall be vested with the relevant powers in this regard, as specifically provided in Clause 4 of the aforementioned Policy, which states: ‘The responsibility for assessing the suitability of candidates proposed for appointment to the Board of Directors and the Audit Committee to be elected at the General Meeting shall lie (…) or, upon request of the proposing shareholder(s), with the Remuneration Committee, in accordance with the powers set forth in Article 399 of the Companies Code.”. 326