Corporación Financiera Alba S A : Report on actions of the Audit and Compliance Committee in 2022

REPORT ON ACTIONS OF THE AUDIT AND COMPLIANCE COMMITTEE

FOR THE YEAR 2022

1. Introduction

This report on the functions and activities of the Audit and Compliance Committee of Corporación Financiera Alba, S.A. ("Corporación Financiera Alba" or the "Company"), from 1 January until 31 December 2022, has been drawn up in accordance with the recommendations on the corporate good governance of listed companies, and in particular those set out in the Good Governance Code of Listed Companies, approved by the National Securities Market Commission ("CNMV") on 18 February 2015 and partilly amended on 26 June 2020 (the "GGC") as well as Technical Guide 3/2017 of the CNMV, on Audit Committees of Public-Interest Entities (the "Technical Guide").

1. The Audit Commitee: origin, evolution and regulation II.1. Origin and evolution

The Audit Committee was created by the Board of Directors on 29 March 2000, following the recommendations of the so-called "Olivencia Code". Since its incorporation, the regulation of this Committee has undergone various modifications in order to adapt it to new regulations, recommendations and best practices in corporate governance matters.

In this regard, special reference must be made to the Board of Directors' Regulations approved: (i) on 5 May 2015, which included the new provisions regarding the composition, organisation and functions of the Audit Committees established by Law 31/2014 of 3 December; (ii) on 3 May 2016, whereby the name of the Audit Committee was changed to Audit and Compliance Committee and the amendments to its composition and functions established by Law 22/2015 of 20 July on the Auditing of Accounts were included; and (iii) on 13 May 2021, whereby the functions of the Committee were extended to adapt it to Law 5/2021 of 12 April.

1. Regulation

The Audit Committee is governed by the provisions of article 47 of the Company Bylaws, articles 21 to 34 of the Board Regulations and, more specifically, by the Audit Committee Regulations, approved by the Board of Directors on 23 October 2017, amended on 26 October 2020 and 13 May 2021, to adapt them to the Technical Guide and the amendment of the CBG, respectively, as well as by the provisions of the Capital Companies Act (Ley de Sociedades de Capital) ("LSC").

The current texts of the aforementioned internal regulations are available on the corporate website (www.corporacionalba.es).

IV.	Functions of the Audit and Compliance Committee

In Article 3 of the Regulations of the Audit and Compliance Committee of Corporación Financiera Alba, SA, as well as in the Regulations of the Board, in its Article 22, following the provisions of the Article 529 quaterdecies of the LSC, the following functions are entrusted to the Audit and Compliance Committee, without prejudice to those others that may be assigned by the Board of Directors:

1. Report to the General Shareholders' Meeting as to any issues raised in connection with those matters that lie within the competency of the Committee, and in particular the results of the audit, explaining how this has contributed to the integrity of financial information, and the function that the Committee performed in this process.
2. Supervise the efficacy of internal control of the Company, internal auditing and risk management systems, and discuss with the accounts auditor any significant weaknesses in the internal control system that might be detected in the development of the audit, all the above without undermining its independence. To this end, and as applicable, they may submit recommendations or proposals to the governing body, and the corresponding period for the follow-up thereof.
3. Supervise and evaluate the process of preparation and presentation of the required financial and non-financial information, and present recommendations or proposals to the governing body in order to safeguard its integrity.
4. Refer to the Board of Directors proposals as to the selection, appointment, re-election and replacement of the accounts auditor, taking responsibility for the selection process in accordance with the provisions of Articles 16, subsections 2, 3 and 5, and 17.5 of Regulation (EU) No 537/2014, of 16 April 2014, in addition to the contractual conditions, and regularly receive information from it as to the audit plan and execution thereof, while also maintaining its independence in the performance of its functions.
5. Establish the appropriate relations with the external auditor to receive information on those issues that may pose a threat to their independence, for examination by the Committee, and any others related to the process of carrying out the audit of accounts, and, where appropriate, the authorisation of services other than those prohibited, under the terms set out in Articles 5, Section 4, and 6.2.b) of Regulation (EU) No. 537/2014, of 16 April, and as foreseen in Section 3 of Chapter IV of Title I of Law 22/2015, of 20 July, on the Auditing of Accounts, on the independence regime, as well as those other communications provided for in the account auditing legislation and in the auditing standards. It must in all cases each year receive from the external

auditors the declaration of their independence with regard to the organisation or organisations directly or indirectly related to it, in addition to detailed and individual information on additional services of any class that are provided, and the corresponding fees received from said organisations by the external auditor or the persons or entities related to it, in accordance with the provisions of the regulations governing accounts auditing operations.

1. Issue each year, prior to the issuance of the accounts auditing report, a report stating an opinion as to whether the independence of the accounts auditor or auditing firms has been compromised. This report must in all cases contain the evaluation of the performance of each and every one of the additional services referred to in the above section, taken individually and as a whole, other than the legal audit, and with regard to the regime of independence or the regulations governing accounts auditing operations.
2. Report to the Board of Directors in advance as to all matters set out in Law, the corporate bylaws and the Board Regulation, and in particular with regard to:
3. 1. the management report and any financial information, and non-financial information where applicable, that the company would be required periodically to publish,
   2. the creation or acquisition of stakes in special-purpose vehicles or any domiciled in countries or territories classified as tax havens, and
   3. operations with related parties requiring approval by the General Meeting or the Board of Directors.
4. Supervise compliance with the rules of corporate governance, internal codes of conduct and the sustainability policy.
5. Supervise the application of the economic/financial and non-financial reporting policy, and the processes for relations and communication with shareholders, investors, proxy advisers and other stakeholders.
6. Supervise the internal procedure for those related-party operations the approval of which is delegated by the Board in accordance with the Law.

1. Composition

The Audit and Compliance Committee is an internal body of the Board composed of Directors of the Company appointed by the Board. In accordance with the provisions of the Capital Companies Act, the majority of the members of this Committee must be independent Directors and at least one of them shall be appointed taking into account their knowledge and experience in accounting and/or auditing. As a whole, the members of the Committee should have relevant expertise in relation to the sector of activity to which the Company belongs.

The Committee must be chaired by an independent director and, in accordance with the provisions of the Law and the Company Bylaws, the Chairman must be replaced every four years and may be re-elected after one year has elapsed since he ceased to hold office.

The composition of the Audit and Compliance Committee as at 31 December 2022 was as follows:

	Nombre			Cargo			Categoría			Fecha del primer
							nombramiento
Dª	Ana María		Chair		Independent	2019
Plaza Arregui
Dª	Claudia		Member		Independent	2016
Pickholz
Dª María Eugenia		Member		Independent	2018
Girón Dávila

During the financial year 2022, there have been no changes in the composition of the Committee.

Following the recommendations of the CNMV Technical Guide 3/2017, the experience and expertise of each of them is briefly highlighted:

• Ms. Plaza has extensive experience in the world of auditing and financial management in companies in various fields, both national and international;
• Ms. Pickholz has held management positions in large multinationals in various sectors with responsibility for marketing and strategy; and,
• Ms. Girón has extensive experience in business, strategy design, brand building, international growth and sustainable development.

In accordance with the recommendations of the Good Governance Code for Listed Companies, full information on the profile of all its Directors is available on the Company's corporate website (www.corporacionalba.es).

Consequently, as regards to its composition, the Audit and Compliance Committee of Corporación Financiera Alba has complied with legal requirements, as it is made up of three independent female directors, all of whom have the necessary knowledge and experience to perform their duties.

VI. Functioning and activity

VI.1. Functioning

The internal functioning of the Audit and Compliance Committee is governed by the provisions of article 47 of the Company Bylaws and by articles 29 to 34 of the Regulations of the Board and articles 12 to 18 of the Regulations of the Audit and

Compliance Committee, which regulate all matters relating to its meetings, calls, quorum, adoption of resolutions, minutes, relations with the Board, with the Company's management and with the auditor and the internal auditor, and the powers to request information on any aspect of the Company and to seek the advice of external professionals.

VI.2. Meetings and attendance

During the 2022 financial year, the Audit and Compliance Committee held eight meetings, at which it worked, within the aforementioned functions, in the areas indicated below, and for which it had the necessary information and documentation:

1. Review of the periodic financial information for submission to the National Securities Market Commission (CNMV).
2. External audit of the annual accounts and relations with the external auditors.
3. Risk identification and internal control system.
4. Internal audit.
5. Review of non-financial information.
6. Compliance with the legal system and internal regulations.

The meetings of the Audit and Compliance Committee were attended, at its request, by the Chief Financial Officer and the heads of risk, internal audit and regulatory compliance of the Company. In addition, during 2022, the Company's external auditors were invited to participate in four meetings of the Audit and Compliance Committee and the internal auditors in three.

VI.3. Activities

At the end of each financial year, the Audit and Compliance Committee approves its Programme of Activities for the following financial year in relation to the aforementioned areas and carries out the appropriate monitoring thereof.

The main activities carried out by the Audit and Compliance Committee during financial year 2022 are included below, encompassed in the different functions attributed to it, as well as, where applicable, a brief description of the bodies, procedures and internal regulations of the Company that support this Committee in the correct performance of its functions.

1. Review of the periodic financial information
2. • The Committee has analysed, prior to their submission to the Board, the half-yearlyfinancial information sent to the CNMV and made public, as well as the supplementary information leaflets published, in accordance with the requirements established by Royal Decree 1362/2007, of 19 October (amended by Royal Decree 875/2015, of 2 October), and by CNMV Circular 3/2018, of 28 June. It has also reviewed the financial