IBERSOL | Integrated Management Report | 2025

INTEGRATED MANAGEMENT REPORT 2025 on the Board of Directors, thus ensuring, through this approach, compliance with Recommendation IV.2.4, to the effect that the number of non-executive directors meeting the independence criteria is not less than one third of the total number of board members. In addition, although Professor Juan Carlos Vazquez-Dodero de Bonifaz has held his position continuously since 1999 as a result of successive elections held at subsequent general election meetings, this circumstance does not, in itself, represent a factor in his non-independence, but is merely an assumption resulting from the passage of time with no real impact on the actual material conditions of his holding his corporate position. Thus, this temporal conditioning has not been capable of affecting or conditioning, in any way, his necessary impartiality in analyzing and deciding, during his respec- tive terms of office and to date. And, although he is a director of related companies, he does not exercise any executive functions in them, does not collaborate or interfere in their day-to-day management, nor does he provide any of these companies with any other type of collaboration, nor does he have any other type of commercial relationship (significant or non-significant), whether service provision or otherwise, and he does not receive any type of remuneration other than that earned annually as a non-executive director of Ibersol, SGPS, SA. He is not associated with any specific interest groups, either of the company or of its reference shareholders, and does not objectively have any relevant interests that could conflict or interfere with the free exercise of his corporate mandate. He also does not carry out any activities or business with the company, within the meaning of articles 397 and 398 of the Commercial Companies Code (CSC) and fulfils the other independence requirements of article 414, no. 5 of the same CSC. Therefore, namely considering what is set out in the European Commission Recommendation of 15 February 2005, which determines (see point 13.), re- garding the requirement of independence, that a director should be considered independent if he or she has no business, family or other relationship with the company, the controlling shareholder or the management bodies of any of them, which could give rise to a conflict of interest likely to impair his or her judgement - It therefore appears that, from a substantive perspective, the substantive requirements for independence in relation to the non-executive member, Prof. Juan Carlos Vazquez-Dodero de Bonifaz, are fulfilled. 329