Audax Renovables S A : Annual Report on Corporate Governance for the year 2023.

ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

ISSUER'S PARTICULARS

Financial year end:	31/12/2023
Tax identification code:	A62338827

Registered name:

AUDAX RENOVABLES, S.A.

Registered office:

ELECTRÓNICA 19, PLANTA 7, PUERTA C (BADALONA) BARCELONA

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ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

A. OWNERSHIP STRUCTURE

A.1. Complete the following table on the company's share capital and attributed voting rights, including, if applicable, those related to the shares granting loyalty voting rights, at the closing date of the year:

Indicate whether the company's articles of association establish loyalty double voting right:
[ V ]	Yes
[ ]	No
		Date of approval at the general meeting				16/06/2022
Minimum uninterrupted period of ownership required by articles of association				2 years
Indicate whether the company has assigned loyalty votes:
[ ]	Yes
[ V ]	No
Date of last modification		Share capital (€)	Number of shares			Number of voting rights
29/04/2019				44,029,105.40	440,291,054			440,291,054
Indicate whether there are different classes of shares with different associated rights:
[ ]	Yes
[ V ]	No
A.2. Provide details of the direct and indirect holders of significant shareholdings at the year end, including directors who hold
significant share:
Name or company	% of voting rights attributed to shares	% of voting rights through financial
name of the					instruments				total % of voting rights
shareholder		Direct	Indirect	Direct		Indirect
Mr FRANCISCO
JOSÉ ELÍAS		0.00	65.82	0.00				9.08	74.90
NAVARRO
GLOBAL
PORTFOLIO		7.12	0.00	0.00				0.00	7.12
INVESTMENTS, S.L.

Mr Francisco José Elías Navarro is the sole shareholder of Excelsior Times, S.L.U., which, in turn, is the sole shareholder of Eléctrica Nuriel, S.L.U., the company that is the owner of shares representing 64.35% of share capital of Audax Renovables, S.A. and of financial instruments which enable the purchase of 9.08% of the voting rights. Moreover, Excelsior Times, S.L.U. is the direct holder of 1.47% of voting rights attributed to the shares of Audax Renovables, S.A. Consequently, the total percentage of the voting rights of Mr Elías in Audax Renovables, S.A. is of 74.9%.

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ANNUAL REPORT ON CORPORATE GOVERNANCE OF LISTED COMPANIES

Details of indirect shareholding:

Name or company name

of indirect holder

Name or company name

of direct holder

• of voting rights attributed to shares

• of voting rights throughfinancial instruments

total % of voting rights

No data

Indicate the most significant changes in the shareholding structure occurred during the year:

Most significant changes

N/A.

A.3. Specify, whichever the percentage, the shareholding at the year end of the members of the board of directors who hold voting rights attributed to company shares or through financial instruments, excluding the directors identified in section A.2 herein:

				Of the total % of voting
				rights attributed to shares
				indicate, if applicable, the
	% of voting rights	% of voting rights through		% of attributed additional
		votes, which correspond
	attributed to shares
Name or company name of
financial instruments		to the shares with loyalty
total % of voting rights
the director	(including loyalty votes)
		vote

	Direct	Indirect	Direct	Indirect		Direct	Indirect
Mr JOSEP MARIA	0.00	0.62	0.00	0.00	0.62	0.00	0.00
ECHARRI TORRES

% of total voting rights belonging to the members of the board of directors

75.52

Mr Josep Maria Echarri Torres holds 51.55% of the share capital of The Nimo's Holding, S.L., which in turn holds 0.62% of the share capital of Audax Renovables, S.A.

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ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

Details of indirect shareholding:

					Of the total % of
					voting rights
					attributed to shares
		% of voting rights			indicate, if applicable,
		% of voting rights		the % of attributed
Name or company	Name or company	attributed to shares	total % of voting
through financial	additional votes,
name of the director	name of direct holder	(including loyalty	rights
instruments	which correspond to
		votes)
				the shares with
					loyalty vote
No data

Specify the total percentage of voting rights represented within the board:

% of total voting rights represented within the board of directors

75.52

A.4. Where applicable, indicate any family, commercial, contractual or corporate relationships between the owners of significant shareholdings, insofar as they are known to the company, unless they are irrelevant or arise from normal business activities, except for those detailed in section A.6:

Related-party name or company name	Type of relationship	Short description
No data

A.5. Where applicable, indicate any commercial, contractual or corporate relationships between the owners of significant shareholdings and the company and/or its group, unless they are irrelevant or arise from normal business activities:

Related-party name or company name	Type of relationship	Short description
No data

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OF LISTED COMPANIES

A.6. Describe the relationships, unless insignificant for both parties, existing between significant shareholders or shareholders represented in the board and directors or their representatives in the case of corporate directors.

Explain, where applicable, how the significant shareholders are represented. Specifically, indicate the directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders and/or companies of their group, specifying the nature of such relationships. In particular, mention the possible existence, identity and post of directors or their representatives of the listed company, who are, in turn, members of the governing body or representatives of companies that hold significant shareholdings in the listed company or in group companies of those significant shareholders:

		Company name of the group
Name or company name of the	Name or company name of the	company of the significant	Description of relationship/post
related director or representative	related significant shareholder	shareholder
			Ms Ana Isabel López Porta is
			member of the Board of
Ms ANA ISABEL LÓPEZ			Directors of Audax Renovables,
ELECTRICA NURIEL, S.L.U.	EXCELSIOR TIMES, S.L.U.	S.A., which belongs to the group
PORTA
of companies of which Excelsior
			Times, S.L.U. is the parent
			company.
			Mr Francisco José Elías Navarro
			is direct holder of 100% of
			shares of Excelsior Times,
Mr FRANCISCO JOSÉ ELÍAS	ELECTRICA NURIEL, S.L.U.	EXCELSIOR TIMES, S.L.U.	S.L.U. and, through this
NAVARRO	company, of 100% of shares of
			Eléctrica Nuriel, S.L.U.
			Ms María Rosa González Sans
Ms MARÍA ROSA GONZÁLEZ	EXCELSIOR TIMES, S.L.U.	EXCELSIOR TIMES, S.L.U.	is corporate director of the
SANS	Excelsior Times, S.L.U. group.

A.7. Indicate whether the company has been notified of any shareholders' agreements that affect it pursuant to article 530 and 531 of the Corporate Enterprises Act. Where applicable, give a brief description and list the shareholders bound by the agreement:

[ ]	Yes
[ V ]	No

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OF LISTED COMPANIES

Indicate whether the company is aware of the existence of any concerted actions among its shareholders. If so, briefly describe them:

[ ]	Yes
[ V ]	No

Expressly indicate any amendments to, or termination of, such agreements or concerted actions during the year:

N/A.

A.8. Indicate whether there is any individual or legal entity that exercises or may exercise control over the company pursuant to article 5 of the Securities Market Act. If so, identify them:

[ V ]	Yes
[ ]	No

Name or company name

FRANCISCO JOSÉ ELÍAS NAVARRO

A.9. Fill in the following tables about the company's treasury shares:

As at the year-end date:

Number of direct shares	Number of indirect	% of total share capital
	shares(*)
800,000		0.18
(*) Through:

Name or company name of direct shareholder

No data

Number of direct shares

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ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

Explain the significant changes occurred during the year:

Explain significant changes

Audax Renovables, S.A. acquired 800,000 own shares as part of the treasury shares repurchase programme of the Company announced on 5 January 2023 through privileged information published in the CNMV, in accordance with the authorisation granted by the general meeting of shareholders held on 16 June 2022.

A.10. Give details of the terms and conditions of the general meeting of shareholders' current mandate to the board of directors to

issue, buy back or transfer treasury shares:

The General Meeting of Shareholders held on 16 June 2022 resolved to authorise the board of directors to carry out derivative acquisition of own shares by the Company, directly of through any of its subsidiaries and within the period of five (5) years from the date of the resolution, at any time and as many times as convenient, through any legally admissible means, including charging it against the profit for the year and/or unrestricted reserves, always in compliance with the applicable legislation, as well as for the purpose of subsequent alienation of the acquired shares through any legally admissible means.

The derivative acquisition of shares of the Company shall be subject to the terms established by the law and by the internal or external regulations, which may be applicable at any time, as well as to the restrictions which may be established by the competent authorities.

In particular, the nominal value of the own shares acquired directly or indirectly under this authorisation, added to the value of those already held by the Company and its subsidiaries cannot at any time exceed ten percent (10%) of the subscribed share capital of the Company (or any other lower limit established by the applicable legislation at any time). Additionally, the derivative acquisition of shares of the Company shall be subject to the condition that the purchase price of the share cannot exceed its stock price or be lower than the nominal value of the share.

Moreover, it is expressly allowed that the shares acquired by the Company or by its subsidiaries under this authorisation be used entirely or partially to be transferred to the employees or the directors of the Company or its subsidiaries, either directly or as a consequence of the exercise of the right of option belonging to them.

A.11. Estimated free float:

	%
Estimated free float	17.80

A.12. Indicate whether there is any restriction (stipulated by articles of association, statutory or of any other nature) on the transferability of securities and/or any restriction on voting rights. In particular, state the existence of any kind of restriction which may hinder a takeover of the company by means of acquisition of shares on the market, as well as any authorisation or notification systems that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.

[ ]	Yes
[ V ]	No

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OF LISTED COMPANIES

A.13. Specify whether the general meeting has agreed to take up neutralisation measures against a takeover bid by virtue of provisions of Law 6/2007.

[ ]	Yes
[ V ]	No

If applicable, explain the measures approved and terms under which the restrictions would not be enforceable:

A.14. Indicate whether the company has issued securities that are not traded on a regulated market of the European Union.

[ ]	Yes
[ V ]	No

If applicable, indicate the different classes of shares and, for each class of shares, the rights and obligations it confers:

1. GENERAL MEETING OF SHAREHOLDERS

B.1. Indicate and, if applicable, explain whether the minimum quorum requirements for constitution of the general meeting of shareholders differ from those specified in the Corporate Enterprises Act (LSC):

[ ]	Yes
[ V ]	No

B.2. Indicate and, if applicable, explain whether the company's system of adopting corporate resolutions differs from the one set forth in the Corporate Enterprises Act (LSC):

[ ]	Yes
[ V ]	No

B.3. Indicate the rules governing amendments to the company's articles of association. In particular, indicate the majorities required to amend the articles of association, as well as the rules for protecting the shareholders' rights when modifying the articles of association.

In this respect, article 14, second paragraph of the company's articles of association states the following:

«(…) for the General Shareholders' Meeting to be able to adopt a resolution on capital increases or decreases and any other modification of the company's Articles of Association (...), shall require that, at the first summons, shareholders attend, present or represented by proxy, holding at least 50% of the subscribed capital with voting rights. At the second summons, 25% of such capital attending the meeting shall be deemed sufficient. When shareholders attend the meeting representing less than 50% of the subscribed capital with voting rights, the aforementioned resolutions may only be adopted with votes in favour of 2/3 of the share capital present or represented by proxy at the General Shareholders' Meeting.»

In the cases not considered in the aforementioned article, the relevant resolution shall be adopted by ordinary majority of the votes of the shareholders present or represented by proxy, pursuant to article 201 of the Corporate Enterprises Act.

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OF LISTED COMPANIES

Furthermore, in accordance with article 286 of the Corporate Enterprises Act, the directors or, if appropriate, the shareholders who introduced the motion to amend the company's articles of association shall formulate the entire text they suggest as well as a written report with the justification of such motion.

Additionally, pursuant to article 287 of the Corporate Enterprises Act, the announcement of the General Meeting summons shall include intelligible information on issues subject to amendment and the right of all the shareholders to examine in the company's headquarters the full text of the suggested amendment and the relevant report, as well as ask for the free delivery of these documents.

B.4. Give details of attendance at the general shareholders' meetings held in the year of this report and the two previous years:

Attendance

	Date of general meeting	% of	% in	% remote voting		Total
			physical presence	representation	Electronic vote	Others
	21/04/2021		65.66		8.62	0.00		0.00	74.28
	Of which, free float		0.22		8.62	0.00		0.00	8.84
	16/06/2022		66.89		8.83	0.19		0.00	75.91
	Of which, free float		0.27		8.83	0.19		0.00	9.29
	30/06/2023		65.88		8.90	0.04		0.16	74.98
	Of which, free float		0.02		1.78	0.04		0.16	2.00

B.5. State whether any point on the agenda of the general meetings of shareholders held this year has not been approved by the shareholders for any reason:

[ ]	Yes
[ V ]	No

B.6. Indicate whether there is a restriction based on internal regulations establishing a minimum number of shares necessary to attend the general meeting or to vote remotely:

[ ]	Yes
[ V ]	No

B.7. Indicate whether it has been resolved that certain decisions other than those established by law that entail an acquisition, disposal or contribution to other company of essential assets or other similar corporate transactions must be subject to the approval of the general meeting of shareholders:

[ ]	Yes
[ V ]	No

B.8. Indicate the address and mode of accessing the information on corporate governance on the company's website and other information on general meetings of shareholders which must be made available to shareholders on the Company's website:

The address of the corporate website of the company is as follows: www.audaxrenovables.com

The information on corporate governance is available on the section "Shareholders and Investors" and "Corporate Governance".

The information on general meetings that must be provided to the shareholders, as well as the resolutions adopted in those meetings is available on: https://www.audaxrenovables.com/en/shareholders-and-investments/general-shareholders-meeting/

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ANNUAL REPORT ON CORPORATE GOVERNANCE

OF LISTED COMPANIES

1. STRUCTURE OF THE MANAGEMENT OF THE COMPANY

C.1. Board of directors

C.1.1 Maximum and minimum number of directors set forth in the company's articles of association and the number agreed by the general meeting:

Maximum number of directors

Minimum number of directors

Number of directors agreed by the general meeting

N/A.

12

3

6

C.1.2 Complete the following table with the members of the board:

Name or company	Representative	Category of	Position on the	Date of first	Date of last	Election
name of the	director	board	appointment	appointment	procedure
director
Mr RAMIRO			MEMBER OF			RESOLUTION
MARTÍNEZ-		Independent	THE BOARD	16/08/2016	30/06/2023	GENERAL
PARDO DEL		COORDINATOR	MEETING OF
VALLE			INDEPENDENT			SHAREHOLDERS
Ms ANA						RESOLUTION
		MEMBER OF			GENERAL
ISABEL LÓPEZ		Proprietary	21/04/2021	21/04/2021
	MEETING OF
	THE BOARD
PORTA
					SHAREHOLDERS
Mr JOSEP						RESOLUTION
		MEMBER OF			GENERAL
MARIA ECHARRI
	Independent	14/11/2016	16/06/2022	MEETING OF
	THE BOARD
TORRES
					SHAREHOLDERS
Mr						RESOLUTION
FRANCISCO		Executive	CHAIRMAN	16/08/2016	16/06/2022	GENERAL
JOSÉ ELÍAS		MEETING OF
NAVARRO						SHAREHOLDERS
Ms						RESOLUTION
MARÍA ROSA			MEMBER OF			GENERAL
GONZÁLEZ		Proprietary	21/04/2021	21/04/2021	MEETING OF
	THE BOARD
SANS						SHAREHOLDERS

Total number of directors

5

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