Convening of the

Annual

Shareholders'

Meeting of

Acerinox, S.A.

to be held at first call on April 19, 2024, and at second call on April 22, 2024

Madrid, March 12, 2024

Free translation from the original in Spanish. In the event of discrepancy, the

Spanish-language version prevails.

Convening of the Annual Shareholders' Meeting of Acerinox, S.A.

Agenda2

Supplement to the notice of meeting and presentation of new proposed resolutions4

General information prior to the meeting4

Right to request information6

Right to attend6

Right of representation7

Representation and voting by means of remote

communication prior to the meeting8

Remote attendance at the Annual Shareholders'

Meeting 12

Electronic Shareholder Forum 15

Live webcast of the Annual Shareholders' Meeting (streaming)15

Intervention of a notary public at the Annual

Shareholders' Meeting 15

Data protection 16

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Convening of the Annual Shareholders' Meeting of Acerinox, S.A.

ACERINOX, S.A.

ORDINARY ANNUAL SHAREHOLDERS' MEETING

The board of directors of Acerinox, S.A. (the "Company"), in accordance with the applicable legal and statutory precepts, has agreed to call the Ordinary Annual Shareholders' Meeting, which will take place in Madrid, at the Fundación Pablo VI Auditorium, at Paseo de Juan XXIII, 3, 28040, Madrid, on April 19, 2024, at 12:00 noon, at first call, and at second call at the same place and time on April 22, 2024.

The board of directors has also agreed to enable shareholders and their proxies to participate in the meeting via remote attendance, as well as to enable remote proxy appointments and advance voting, all in accordance with the terms set forth in this notice of meeting.

Notice is also given that the meeting is expected to be held at second call on April 22, 2024 (if this is not the case, sufficient advance notice and announcement will be provided).

The Ordinary Annual Shareholders' Meeting will be held to address the following:

Agenda

One. Examination and approval of the annual financial statements (balance sheet, statement of profit or loss, statement of changes in equity for the fiscal year, cash flow statement, and the annual report), and management reports referring to Acerinox, S.A. and its Consolidated Group, all of which pertain to the year ended December 31, 2023.

Two. Examination and approval of the Consolidated Nonfinancial Information Statement for the year ended December 31, 2023.

Three. Approval of the proposed distribution of earnings of Acerinox, S.A. for the year ended December 31, 2023. The proposal includes the payment of a final dividend for 2023 of EUR 0.31 gross per share to be paid on July 19, 2024.

Four. Approval of the management of the board of directors for the year ended December 31, 2023.

Five. Reelection of the account auditors of Acerinox, S.A., and its Consolidated Group for the 2024 fiscal year.

Six. Authorization for the board of directors, in accordance with the provisions of articles 286, 296.1., 297.1. b), and 506 of the Spanish Capital Companies Act, to increase the share capital by means of monetary contributions on one or more occasions, at any time, up to the amount of EUR 31,166,921.37 within a period of two years, starting from the moment of authorization by the Annual Shareholders' Meeting with delegation to the board of directors to exclude preemptive subscription rights, if the interests of the Company so require, up to a maximum of ten percent of the share capital of the Company at the time of authorization.

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Convening of the Annual Shareholders' Meeting of Acerinox, S.A.

Seven. Authorization to the board of directors of the Company to acquire treasury shares for a period of two years, either by itself or through any of the companies in the Acerinox Group, establishing the limits and requirements, thereby annulling the authorization granted in item 9 of the agenda by the Ordinary Annual Shareholders' Meeting held on May 23, 2023.

Eight. Submitting of the 'Annual Report on Directors' Remuneration of Acerinox, S.A.,' corresponding to the year ended December 31, 2023, to an advisory vote.

Nine. Approval of the amendments to the bylaws:

  1. Amendment of article 24 ("Board positions") of the bylaws.
  2. Amendment of article 25 ("Directors' remuneration") of the bylaws.

Ten. Approval of the Directors' Remuneration Policy of Acerinox, S.A., effective from the time of its approval at the Annual Shareholders' Meeting for fiscal years 2025, 2026, and 2027. This agenda item will be conditional upon the adoption at the Annual Shareholders' Meeting of the resolution to amend the company's bylaws, as proposed in agenda item 9.2.

Eleven. Reporting to the Annual Shareholders' Meeting in accordance with articles 518

  1. and 528 of the Spanish Capital Companies Act on the modification of the Regulations of the Board of Directors. This amendment of the regulations will be conditional upon the adoption at the Annual Shareholders' Meeting of the resolutions to amend the Company's bylaws and to approve the Directors' Remuneration Policy, proposed under agenda items
    9.2 and 10, respectively.

Twelve. Authorization to the board of directors of the Company for the acquisition of up to 487,030 Acerinox S.A. shares to be used to pay the second cycle of the Third Multi- Year Remuneration Plan (2025-2027) approved under item 14 of the agenda at the Annual Shareholders' Meeting held on May 23, 2023.

Thirteen. Delegation of powers to the board of directors for the execution, correction, and authorization of the resolutions adopted at the Annual Shareholders' Meeting, and capacity of the powers to convert the said resolutions into a public deed..

Fourteen. Report by the chair on the most significant developments in the corporate governance of the Company, in accordance with the information contained in the Annual Corporate Governance Report for the 2023 fiscal year.

Fifteen. Report by the chair on the most relevant developments at the Company in the area of sustainability and climate change, in accordance with the information contained in the Consolidated Nonfinancial Information Statement for the 2023 fiscal year.

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Convening of the Annual Shareholders' Meeting of Acerinox, S.A.

Supplement to the notice of meeting and presentation of new proposed resolutions

In accordance with article 519 of the Spanish Capital Companies Act, article 12 of the bylaws, and article 4 of the Annual Meeting regulations, shareholders who represent at least three percent of the company's share capital may request the publication of a supplement to this notice of the Ordinary Annual Shareholders' Meeting, adding one or more items to the agenda, provided that these new items are accompanied by an explanation or, where necessary, by a justified proposed resolution.

The exercise of this right must be made through due notification that must be received at the registered office (Calle Santiago de Compostela no. 100, Madrid, postal code 28035), addressed to the Shareholder Office, within five days following publication of this notice of meeting. The supplement to the notice must be published at least fifteen days before the date set for the Annual Shareholders' Meeting.

Shareholders who represent at least three percent of the share capital may, in the same period indicated above, present justified proposed resolutions on issues included, or that must be included, in the agenda of the called Annual Shareholders' Meeting, which must be received at the registered office (Calle Santiago de Compostela no. 100, Madrid, postal code 28035), addressed to the Shareholder Office.

General information prior to the meeting

Pursuant to the provisions of article 518 of the Spanish Capital Companies Act and article 5 of the Annual Meeting regulations, it is hereby stated that from the publication of this notice of meeting until the Annual Shareholders' Meeting is held, the following documents will be continuously available on the Company's website (www.acerinox.com):

  1. This announcement of the notice of meeting, which includes the agenda.
  2. The Company's total number of shares and voting rights on the date of the notice of the Annual Shareholders' Meeting.
  3. Full text of the proposed resolutions for each and every one of the items on the agenda that will be submitted for approval at the Annual Shareholders' Meeting.
    Proposed resolutions submitted by shareholders will also be posted, where applicable, as they are received.
  4. Financial statements and management reports of Acerinox, S.A., and of the
    Consolidated Group, the latter called "Integrated Annual Report 2023," as well as the Auditor's Report on Acerinox, S.A., and its Consolidated Group for the year ended December 31, 2023.
  5. Consolidated Nonfinancial Information Statement for the year ended December 31, 2023, verified by the independent verification service provider, included in the
    "Integrated Annual Report 2023".
  6. Annual Corporate Governance Report for the year ended December 31, 2023, and
    Auditor's Report on Information on the Internal Control over Financial Reporting
    (ICFR).

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Convening of the Annual Shareholders' Meeting of Acerinox, S.A.

  1. Board of directors' report on the delegation to the board itself to increase the share capital in accordance with the provisions of articles 286, 296.1., 297.1. b), and 506 of the Spanish Capital Companies Act included under item 6 of the agenda.
  2. Board of directors' report on the authorization for the acquisition of treasury shares, which is included in item 7 of the agenda of the Annual Shareholders' Meeting.
  3. Annual Report on the Remuneration of Acerinox, S.A. Board Directors for the year ending December 31, 2023, in accordance with article 541 of the Spanish Capital Companies Act, which is submitted to the Ordinary Annual Shareholders' Meeting for an advisory vote under item 8 of the agenda.
  4. Acerinox, S.A. board of directors report justifying the proposed amendment to the Company's bylaws, which is submitted for approval under item 9 of the agenda.
  5. Reasoned proposal of the board of directors regarding the Acerinox, S.A. Board
    Directors' Remuneration Policy, which is submitted for approval under item 10 of the agenda, the full text of the same, and the Appointments, Remuneration, and Corporate Governance Committee report regarding said policy.
  6. Board of directors' report in accordance with the provisions of articles 518.d) and 528 of the Spanish Capital Companies Act regarding the amendment of the Regulations of the Board of Directors mentioned under item 11 of the agenda.
  7. Board of directors' report on the authorization requested from the Annual Shareholders' Meeting to the board to acquire Acerinox, S.A. shares to be used to pay the second cycle of the Third Multi-Year Remuneration Plan (2025-2027), approved as agenda item 14 by the Annual Shareholders' Meeting held on May 23,
    2023, relating to agenda item 12.
  8. Annual Report of the Audit Committee for the year ended December 31, 2023 on the independence of the auditors, referred to in article 529 quaterdecies.4.f) of the Spanish Capital Companies Act.
  9. Report on Related-Party Transactions for the year ending December 31, 2023.
  10. Executive Committee Activity Report for the year ended December 31, 2023.
  11. Audit Committee Activity Report for the year ended December 31, 2023.
  12. Appointments, Remuneration, and Corporate Governance Committee Activity Report for the year ended December 31, 2023.
  13. Sustainability Committee Activity Report for the year ended December 31, 2023.
  14. Forms that must be used to vote by proxy and remotely.
  15. Instructions for proxy voting, remote advance voting, and remote attendance at the Annual Shareholders' Meeting.
  16. Operating Rules for the Electronic Shareholder Forum.

Likewise, and in accordance with articles 272, 287, and 529 novodecies.4 of the Spanish Capital Companies Act, any shareholder is entitled to examine all the documents and reports detailed above at the registered office (Calle Santiago de Compostela no. 100, Madrid, postal code 28035) and to request to receive, including by free shipping, by

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Convening of the Annual Shareholders' Meeting of Acerinox, S.A.

contacting the Shareholder Office at 91 3985226, 91 3985221, and 91 3985285, by writing the registered office (Calle Santiago de Compostela no. 100, postal code 28035, Madrid), or sending an email to accionistas@acerinox.com.

Right to request information

Pursuant to the provisions of article 5 bis of the Annual Meeting regulations, and articles 197 and 520 of the Spanish Capital Companies Act, shareholders may, up to the fifth day prior to the date scheduled for the Annual Shareholders' Meeting, request from the directors any information or clarifications they deem necessary regarding the items on the agenda, or submit in writing such questions as they deem appropriate. Shareholders may also request in person or in writing, in the same period, any explanation they feel is necessary from the directors about the public information the Company has provided for the Spanish National Securities Market Commission (CNMV) since the last Annual Shareholders' Meeting, and about the Auditor's Report. Valid requests made in writing for information or clarifications, and questions made in writing, as well as written replies provided by the directors, will be posted on the Company website.

Such requests for information, clarifications, or questions may be made by sending the corresponding communication to the registered office (Calle Santiago de Compostela no. 100, postal code 28035, Madrid), addressed to the Shareholder Office, accrediting identity by means of a copy of their identity card, Spanish Foreigner's ID (NIE), or passport (and, in the case of a legal entity, a document of sufficient proof of representation), as well as of their status as shareholder, indicating the number of shares and the depositary institution. This can also be done through the platform set up for this purpose on the Company website (www.acerinox.com), accrediting their identity via:

  1. Electronic Spanish national ID (DNI);
  1. A recognized electronic user certificate that is valid and in force and has not been revoked, in accordance with the applicable legislation, and issued by the Spanish Public Certification Authority (CERES), which is part of the Fábrica Nacional de Moneda y Timbre; or
  1. User/password credentials that may be requested through the form available on the platform.

This is without prejudice to the shareholders' right to information on these matters during the Annual Shareholders' Meeting, either verbally in the case of those who attend the meeting in person, or in writing in the case of those attending remotely, in accordance with the terms set forth in this notice of meeting.

Right to attend

Shareholders who are the owners of three hundred or more shares have the right to attend the Annual Shareholders' Meeting in accordance with article 14 of the bylaws and 6 of the Annual Meeting regulations, as long as their names are listed in the corresponding account register at least five days prior to the date set for the Annual Shareholders' Meeting, verified by the appropriate attendance card or certificate issued by the depositary

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Convening of the Annual Shareholders' Meeting of Acerinox, S.A.

institution or any other of the ways permitted under current legislation. Shareholders who possess less than this number of shares may group together to reach this threshold, naming a representative from among themselves. Each share bestows the right to one vote. Attendance cards will be issued by the entities where the shares are deposited, participating in the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR).

Registration for in-person attendance by shareholders and proxies at the site of the Annual Shareholders' Meeting:

At the place and on the date indicated in the notice of the Annual Shareholders' Meeting and beginning two hours prior to the announced meeting start time, shareholders and proxies may present the documents accrediting their right to attend to the staff in charge of shareholder registration and, if applicable, their right to be represented by proxy. For these purposes, attendees may be asked, together with the presentation of the attendance card or certificate issued by the entities holding the shares or, in the case of proxies, a copy of the document granting them representation, to prove their identity by presenting their Spanish national ID (DNI), Spanish foreigner's ID (NIE), passport, or equivalent.

In addition, if the shareholder is a legal entity, the natural person representing the entity must also provide proof of sufficient power of attorney for their representative powers.

Right of representation

Any shareholder entitled to attend the Annual Shareholders' Meeting may be represented by another person, even if that person is not a shareholder, under the terms set forth by law, in article 14 of the Company's bylaws, and in article 7 of the Company's regulations for the Annual Shareholders' Meeting.

The shareholder may appoint a representative and notify the Company of said appointment in writing or electronically.

The documents authorizing the representation must include the identification of the person attending the Annual Shareholders' Meeting, in person or remotely in place of the shareholder, who must be properly identified according to the instructions. If the representations name the board of directors or are unspecified in this regard, it is understood that the representation is assigned to the chairman of the board, the chief executive officer, or the board secretary, interchangeably. Should the designated representative find that they have a conflict of interest when voting on the proposals submitted to the meeting, on or off the agenda, and for which the represented shareholder did not leave clear instructions, this representation will be understood to be transferred to either of the other two persons mentioned who are not affected by this circumstance.

The following persons may be in a situation of conflict of interest:

  1. All members of the board of directors in connection with agenda items 4, 8, 9.2, and 10;
  1. The chief executive officer with respect to agenda item 12;

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Convening of the Annual Shareholders' Meeting of Acerinox, S.A.

  1. The board secretary with respect to agenda item 12; and

IV. The relevant director in the event that one or more of the proposals referred to in sections b) (removal, resignation, or dismissal) or c) (exercise of derivative action) of article 526.1 of the Spanish Capital Companies Act that may be presented off-agenda in accordance with said act, are submitted to the meeting.

The documents containing the proxies for the Annual Shareholders' Meeting will reflect voting instructions, with the understanding that if nothing is mentioned in this respect, the represented shareholder gives precise instructions to vote in accordance with the proposed resolutions formulated by the board of directors on the items included on the agenda.

Unless otherwise indicated by the shareholder, the proxy will extend to matters that, although not appearing on the agenda and therefore unknown on the date of proxy appointment, may be submitted to a vote at the Annual Shareholders' Meeting. In this case, the proxy will cast the vote in the way they consider most favorable to the interests of the Company and of the shareholder they represent.

Representation and voting by means of remote communication prior to the meeting

The board of directors, on the basis of the Company's bylaws and the Annual Meeting regulations, has resolved to authorize the remote exercise of proxy and voting rights, provided compliance with the following:

  1. The procedural guarantees established in this section for each action;
  1. The guarantees relating to the deadline for receipt and the identification and accreditation of shareholder status outlined in the section "Common rules for the exercise of remote voting or proxy rights" of this notice; and
  1. All other legal requirements.

Shareholders may cast or delegate their votes in advance of the Annual Shareholders' Meeting in accordance with the following rules:

1. Voting or proxy appointment prior to the Annual Shareholders' Meeting through postal correspondence:

Shareholders wishing to cast their vote or to delegate their vote by postal correspondence prior to the Annual Shareholders' Meeting may do so:

  1. By means of the card produced by the depositary institution.
  2. By means of the card produced by Acerinox.

1.1. By means of the produced by the depositary institution.

The shareholder must complete the sections relating to proxy appointment or remote voting, if applicable, on the card issued by the depositary institution, and:

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Convening of the Annual Shareholders' Meeting of Acerinox, S.A.

  1. if they cast their vote prior to the meeting or if they delegate their vote to the board of directors or one of its members, they must send the card by post to the Acerinox, S.A. Shareholder Office (Calle Santiago de Compostela no. 100, postal code 28035, Madrid) indicating "Acerinox - Junta General de Accionistas [Acerinox - Annual
    Shareholders' Meeting]," or
  2. if they delegate it to another person (other than the board of directors or one of its members), they must send the card to the appointed representative.

1.2. By means of the card produced by Acerinox.

The shareholder may also grant representation or issue their vote remotely by post by signing the proxy card or remote voting card drawn up by the Company (both available on the Company website: www.acerinox.com). The card must be accompanied by the original nominative document showing the ownership of the shares, issued by the depositary institution of said shares, and a photocopy of the shareholder's Spanish national ID (DNI), Spanish foreigner's ID (NIE), passport, or equivalent, and:

  1. if they cast their vote prior to the meeting or if they delegate their vote to the board of directors or one of its members, they must send the card by post to the Acerinox, S.A. Shareholder Office (Calle Santiago de Compostela no. 100, postal code 28035, Madrid) stating "Acerinox - Junta General de Accionistas [Acerinox - Annual
    Shareholders' Meeting]", or
  2. if they delegate it to another person (other than the board of directors or one of its members), they must send the card to the appointed representative.

1.3. Rules applicable to proxy appointment by postal correspondence.

Proxy appointments made by post must be accompanied by a copy of the representative's Spanish national ID (DNI), Spanish foreigner's ID (NIE), passport, or equivalent .

A proxy granted or deemed to be granted to members of the board of directors will be deemed to be accepted by the proxy holder as soon as the Company receives the delegation.

In the event of a proxy granted to a person other than one of the members of the board of directors, the shareholder must send a copy of the card to their proxy holder and notify the Company of the granting of the proxy. The proxy to whom the vote is delegated by postal correspondence may only exercise it by attending the Annual Shareholders' Meeting personally, either remotely in the terms set forth in the section "Remote attendance at the Annual Shareholders' Meeting" of this notice, or in person at the location of the Annual Shareholders' Meeting.

1.4. Common rules applicable to voting or proxy appointment prior to the Annual

Shareholders' Meeting through postal correspondence.

When shareholders are legal persons, the Company may demand a photocopy of the powers granted that authorize the natural person to sign the proxy card or voting card on behalf of the legal person by 11:59 p.m. on April 17, 2024.

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Acerinox SA published this content on 01 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 09:35:56 UTC.