Elecnor S A : 2022 Annual C.G. Report

ANNUAL CORPORATE GOVERNANCE REPORT

2022

ANNUAL CORPORATE GOVERNANCE REPORT 2022

ANNUAL CORPORATE GOVERNANCE REPORT 2022

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ANNUAL CORPORATE GOVERNANCE REPORT 2022

ELECNOR, S.A. ANNUAL CORPORATE GOVERNANCE REPORT FOR THE 2022 FINANCIAL YEAR

In compliance with the legal obligations and based on the standard form circulated by the CNMV (Spain's National Securities Market Commission), the Board of Directors of ELECNOR, S.A. (hereinafter "Elecnor" or "the Company") has prepared this Annual Corporate Governance Report (hereinafter "the REPORT") for the financial year ended 31 December 2022.

The REPORT was approved by the Company's Board of Directors at its meeting held on 22 February 2023 and shall immediately be notified and sent to the CNMV by electronic means for its dissemination.

The REPORT shall also be made available to the shareholders upon publication of the announcement of the call to meet at the Annual General Shareholders' Meeting to decide on the approval of the Annual Financial Statements for the financial year ended 31 December 2022.

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1. OWNERSHIP STRUCTURE

A.1 Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:

Indicate whether company's articles of association contain the provision of double loyalty voting:

Yes

No x

Date of approval at the general meeting dd/mm/yyyy

Minimum period of uninterrupted ownership required under the articles of association

Indicate whether the company has awarded votes for loyalty:

Yes	No	x
Date of last	Share capital (€)	Number	Number of	Number of additional	Total number of voting
change of		of shares	voting rights (not	attributed voting rights	rights, including additional
share capital			including additional	corresponding to shares	loyalty-attributed votes
			loyalty-attributed votes)	with a loyalty vote
20/05/2009	8,700,000	87,000,000	87,000,000

Number of shares entered on the special register pending completion of the loyalty

Not applicable.

Indicate whether there are different classes of shares with different associated rights:

	Yes	No x
Class	Number	Par value	Number of	Rights and
	of shares		voting rights	obligations conferred

A.2 List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:

Name or	% of voting rights	% of voting rights through	% of total	From the total number of voting rights
company name	attributed to the shares	financial instruments	voting rights	attributed to the shares, indicate, where
of shareholder	(including votes for loyalty)				de voto	appropriate, the additional votes attributed
							corresponding to the shares with a loyalty vote
	Direct	Indirect		Direct	Indirect		Direct	Indirect
CANTILES XXI, S.L.	52,759%					52,759%
FRANCISCO		3,013%				3,013%
GARCÍA PARAMÉS

ANNUAL CORPORATE GOVERNANCE REPORT 2022

Breakdown of the indirect holding:

Name or	Name or company name	% of voting	% of voting	% of total	From the total number of voting
company name	of the direct owner	rights attached	rights through	total voting	rights attributed to the shares,
of the indirect		to shares	financial	rights	indicate, where appropriate,
owner		(including votes	instruments		the additional votes attributed
		for loyalty)			corresponding to the shares
					with a loyalty vote
FRANCISCO	COBAS SELECCIÓN, F.I.; COBAS IBERIA, F.I.;	3,013%		3,013%
GARCÍA	COBAS RENTA, F.I.; COBAS SELECCIÓN, F.I.;
PARAMÉS	Cobas Lux SICAV: Cobas Selection Fund;
	Cobas Lux SICAV: Cobas Large Cap Fund;
	Cobas Mixto Global, F.P.; Cobas Global, F.P.;
	AZ Multi Asset. Subfund: AZ Multi
	Asset - Bestvalue; COBAS CONCENTRADOS,
	F.I.L.; ALTERNATIVE FUND SICAV-SIF-COBAS
	CONCENTRATED VALUE FUND; COBAS
	VALUE, SICAV, S.A.

Indicate the most significant changes in the shareholder structure during the year:

On 3 June 2022, SANTANDER ASSET MANAGEMENT, S.A., SGIIC reported the loss of its status as a significant shareholder in Elecnor, S.A. to the CNMV as a result of having transferred a portion of its voting rights in the company, leaving it with an indirect holding of 2.790% in its share capital.

On the other hand, on 7 June 2022, Francisco García Paramés informed the CNMV that he had become a significant shareholder in Elecnor, S.A. after indirectly reaching over 3% of the voting rights attributed to the shares, the details of which are given in the tables above.

A.3 Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in section A.2 above:

Name or company name	% of voting rights	% of voting rights	% of total	From the total number of voting rights
of director	attributed to the	through financial	voting rights	attributed to the shares, indicate, where
	shares (including	instruments		appropriate, the % of the additional
	loyalty votes)					votes attributed corresponding to the
								shares with a loyalty vote
	Direct	Indirect		Direct	Indirect		Direct	Indirect
MR JAIME REAL DE ASÚA ARTECHE	0.036%						0.036%
MR IGNACIO PRADO REY-BALTAR	0.464%						0.464%
MR MIGUEL CERVERA EARLE	0.164%	0.004%				0.169%
MS ISABEL DUTILH CARVAJAL	0.010%						0.010%
MR JOAQUÍN GÓMEZ DE OLEA MENDARO	0.001%	0.115%				0.116%
MR CRISTÓBAL GONZÁLEZ DE AGUILAR	0.135%						0.135%
ALONSO-URQUIJO
MS IRENE HERNÁNDEZ ÁLVAREZ	0.007%						0.007%
MR JUAN LANDECHO SARABIA	0.003%	0.082%				0.085%
MR SANTIAGO LEÓN DOMECQ	0.414%						0.414%
MR RAFAEL MARTÍN DE BUSTAMANTE VEGA	0.025%						0.025%
MR MIGUEL MORENÉS GILES		1.011%				1.011%
MR RAFAEL PRADO ARANGUREN	0.148%						0.148%
MR EMILIO YBARRA AZNAR	0.011%						0.011%
Total percentage of voting rights held by the Board of Directors	2.631%

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Breakdown of the indirect holding:

Name or company name	Name or company name	% of voting	% of voting	% of total	From the total number
of director	of the direct owner	rights attributed	rights through	voting rights	of voting rights attributed
		to shares	financial		to the shares, indicate,
		(including	instruments		where appropriate,
		loyalty votes)			the % of additional votes
					attributed corresponding
					to the shares with a
					loyalty vote
MR MIGUEL CERVERA EARLE	MARIA DEL MAR	0.004%		0.004%
	MANCA DIAZ
MR JOAQUÍN GÓMEZ DE	BARANGO, S.L.	0.115%		0.115%
OLEA MENDARO
MR JUAN LANDECHO SARABIA	SOFIA CANOSA CASTILLO	0.082%		0.082%
MR MIGUEL MORENÉS GILES	KEROW INVERSIONES, S.L.	1.011%		1.011%

List the total percentage of voting rights represented on the board:

Total percentage of voting rights held by the Board of Directors

55.379%

Observations

Cantiles XXI, S.L. holds 52.759% of Elecnor, S.A. directly and nine propietary directors represent it on the board, even though it does not have director status directly

A.4 If applicable, indicate any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, with the exception of those reported in section A.6:

Not applicable.

A.5 If applicable, indicate any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or its group, unless they are insignificant or arise in the ordinary course of business:

Not applicable.

A.6 Unless insignificant for both parties, describe the relationships that exist between significant shareholders or shareholders represented on the Board and directors or their representatives in the case of directors that are legal persons.

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

ANNUAL CORPORATE GOVERNANCE REPORT 2022

Name or company name of related	Name or company name	Company name of the	Description of
director or representative	of related significant	group company of the	relationship/post
	shareholder	significant shareholder
MR JAIME REAL DE ASÚA ARTECHE	CANTILES XXI, S.L.		DEPUTY CHAIRMAN
MR IGNACIO PRADO REY BALTAR	CANTILES XXI, S.L.
MR JOAQUÍN GÓMEZ DE OLEA Y MENDARO	CANTILES XXI, S.L.		CHAIRMAN
MR MIGUEL CERVERA EARLE	CANTILES XXI, S.L.
MR CRISTÓBAL GONZÁLEZ DE AGUILAR ALONSO-URQUIJO	CANTILES XXI, S.L.		ALTERNATE DIRECTOR
MR JUAN LANDECHO SARABIA	CANTILES XXI, S.L.		BOARD MEMBER
MR SANTIAGO LEÓN DOMECQ	CANTILES XXI, S.L.
MR MIGUEL MORENÉS GILES	CANTILES XXI, S.L.		BOARD MEMBER
MR RAFAEL PRADO ARANGUREN	CANTILES XXI, S.L.

A.7 Indicate whether the company has been notified of any shareholders' agreements that may affect it, in accordance with the provisions of Articles 530 and 531 of the Spanish Companies Act. If so, describe them briefly and list the shareholders bound by the agreement:

Yes

No x

Indicate whether the company is aware of any concerted actions among its shareholders. If so, please provide a brief description:

Yes	No x
Parties to the	% of share capital	Brief description of the	Expiry date of the concerted
concerted action	concerned	concerted action	action, if any

If any of the aforementioned agreements or the concerted actions have been amended or terminated during the year, indicate this expressly:

Not applicable.

A.8 Indicate whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Securities Market Act. If so, identify them:

Yes x

No

Name or company name

CANTILES XXI, S.L.

Observations

In accordance with the provisions of Article 42 of the Commercial Code

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