Befesa S A : Special Report on conflict of interest

BEFESA

Befesa S.A.

société anonyme

68-70, Boulevard de la Pétrusse, L-2320 Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg B 177697

(the "Company")

REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY TO THE ANNUAL GENERAL

MEETING OF THE SHAREHOLDERS TO BE HELD ON 20 JUNE 2024

IN ACCORDANCE WITH ARTICLE 441-7 OF THE LAW DATED 10 AUGUST 1915

CONCERNING COMMERCIAL COMPANIES, AS AMENDED

In accordance with the provisions of article 441-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, the board of directors of the Company (the "Board of Directors") reports to the annual general meeting of shareholders convened for 20 June 2024 that

1. the Board of Directors at its meeting held on 28 February 2024 deliberated and resolved on the recommendations of the Nomination and Remuneration Committee of the Company with respect to setting and paying-out of the performance bonus of the executive directors for 2023;
2. the Board of Directors at its meeting held on 20 March 2024 deliberated and resolved on the recommendations of the Nomination and Remuneration Committee of the Company with respect to setting and paying-out of Tranche IV of the Company's Long-Term Incentive Performance Stock Plan and the remuneration of the executive directors for 2024; and
3. the Board of Directors at its meeting held on 24 April 2024 deliberated and resolved on the recommendations of the Nomination and Remuneration Committee of the Company with respect to the remuneration of the executive directors for 2024.

WHEREAS, in connection with the matters outlined above under i)-iii), each of the two executive directors of the Company, namely, Javier Molina Montes and Asier Zarraonandia Ayo declared an interest of a financial nature, conflicting with that of the Company.

WHEREAS, it was noted that, due to such conflict of interest, each of Javier Molina Montes and Asier Zarraonandia Ayo refrained from deliberating and voting on the resolution regarding the these aforementioned matters which were validly and unanimously approved by the remaining non-executive members of the Board of Directors - who did not declare any conflict of interest - after considering that it was in the best interests of the Company.

Luxembourg, April 2024

The Board of Directors