1.1.2 Governance

Viscofan adds a strategic value to its good corporate governance to provide a high level of trust to make its business goals and structure compatible with the protection of the rights of all stakeholders.

Good governance, due diligence statement and business conduct policies

ESRS 2 GOV-4, ESRS 1 section 4

Good corporate governance and due diligence are key factors to generate value, improve economic efficiency, integrate Business and bolster the trust of its shareholders and other stakeholders, thanks to the appropriate division of functions, duties, and responsibilities, among all the Company’s governing and management bodies.

a) Integration of due diligence into governance, strategy and business model

ESRS 2 MDR-P

Viscofan's Business Conduct and Regulatory Compliance System is not only a matter of complying with the laws, but also a matter of values, an attitude that reflects a culture of shared values of tolerance and integrity that ranges from governance, management and oversight bodies to all the people who are part of Viscofan.

Viscofan aims for a continuous management process to identify, prevent, mitigate and respond to sustainability incidents and risks, both in the operations themselves and throughout the value chain. In the double materiality assessment reported in section 1.1.4 of this ESRS, the incidents and risks of relative importance have been identified, which in turn have been described in the corresponding thematic ESRSs.

This process arises from the establishment of Regulations and Policies, the basis being the Bylaws, the Regulations of the General Shareholders' Meeting, the Regulations of the Board of Directors and the Regulations of the Board Committees themselves.

Viscofan has general ethical principles and guidelines for action established in the Group's Code of Conduct and it sets out basic common guidelines on Human Rights that constitute the guiding principles of its activity in different areas of the organisation. Specifically, the policy of observance of Human Rights lays down basic commitments in:

1. Prohibition of forced labour.
2. Prohibition of child labour
3. Elimination of discrimination in the workplace
4. Respect for freedom of association and collective bargaining
5. Elimination and prevention of harassment and violence
6. Compliance with working conditions
7. Promotion of occupational health and safety
8. Environmental protection and pollution prevention
9. Safeguarding confidentiality and right to privacy of its employees and Stakeholders
10. Adopt appropriate measures as soon as possible in the event of detecting a violation of human rights in the facilities, centres or places where the companies of the Group or its business partners carry out their activities and inform the competent public authorities of this in the terms derived from the applicable regulations in this regard.

Sustainability Policy

In addition, the commitment to good governance on the part of the Company's Board of Directors is expressed in its General Sustainability Policy, as amended and approved by the Board of Directors in December 2024 with the aim of adapting its content to regulatory changes in the field of sustainability in recent years.

The purpose of the policy is to establish the basic principles and commitments that must govern the Group's sustainable development strategy based on the following pillars:

• General Due Diligence Duties
• Respect for human and labour rights, diversity and non-discrimination
• Respect for the environment and the fight against climate change
• Ethical and compliance culture: observance of the law, tax responsibility and the fight against corruption and fraud
• Promotion of diversity, equal opportunities and non-discrimination
• Development of the communities in which it operates and of society as a whole
• Projection on the value chain
• Stakeholder engagement

Based on this policy, dialogue and communication are a key element and the Viscofan Group will strengthen the channels of communication and relations with the different stakeholders that interact with the Group, so that their needs and expectations can be met and the creation of shared value can be pursued.

Likewise, under this Policy, accountability to the different stakeholders will be ensured by issuing relevant, true, complete, reliable and rigorous information, which will allow for the monitoring of the commitments made in sustainability. It dictates that the Company will prepare and publish relevant information on sustainability issues annually in the management report or in a specific document on this subject.

In addition, the Company's corporate website is a fundamental instrument for communication with different stakeholders, which can be supplemented by direct relations by the personnel designated for this purpose, and in particular through the media, and relations with analysts where appropriate.

This policy takes the form of specific policies in the main areas of action in sustainability that have been described in the relevant thematic ESRS.

This Policy, which is available on the company's website, applies to all companies in the Viscofan Group and binds all its staff, regardless of the position and function they perform.

Additionally, the Policy sets forth that Viscofan will foster the application of the Policy's principles and bases with any natural and/or legal person linked to Viscofan by a relationship other than an employment relationship where it is possible and appropriate for them to follow principles and guidelines consistent with those set out in this Policy and other sustainable development policies.

Monitoring of the Policy is the responsibility of the Board of Directors, which will exercise it through the oversight by the Appointments, Remuneration and Sustainability Committee of the development and implementation of sustainability policies and strategies and by the Audit Committee in terms of the integrity of the non-financial information included in the management report, as well as in the supervision of non-financial risks arising from the Group's actions in relation to the Policy.

Likewise, the Group has an Executive Sustainability Committee whose tasks include promoting sustainability plans and programmes in the implementation of policies, and an Ethics and Regulatory Compliance Committee reporting to the Audit Committee which, in addition to ensuring compliance with the Code of Conduct, manages the channel for reporting any offences by employees and other people related to the Company.

Viscofan promotes the development of its Regulatory Compliance System to ensure actions to prevent misconduct, mitigate compliance risks and effectively protect people. See description of it in ESRS G1 Business conduct.

Likewise, the role of the administrative, management and supervisory bodies incorporates key governance elements in good governance also in sustainability issues such as the sustainability competencies of their members and the reporting to them of the incidents, risks and opportunities of relative importance, of the application of due diligence, as well as the integration of sustainability-related performance into an incentive system. These elements have been detailed below in the subsection on Sustainability management and governance of this ESRS.

(b) Stakeholder engagement

The Viscofan Group understands sustainability as the ability to create value among its various stakeholders in the short, medium and long term without compromising the well-being of future generations. To achieve this commitment, appropriate communication channels have been identified and established to ensure an open dialogue and to be aware of their needs and expectations, allowing the identification and analysis of the most relevant aspects of value creation that inspire the Viscofan Group's success strategy. See more in detail in Interests and views of stakeholders within section 1.1.3.

(c) Identification and evaluation of negative impacts on people and the environment

Based on the materiality assessment, the aspects where Viscofan has or may have both positive and negative effects on the environment and people have been identified. These correlate with the Viscofan Group's management of incidents, risks and opportunities detailed at a general level in section 1.1.4. of this ESRS and in particular for each topic in the corresponding sections.

(d) Strategy, measures implemented and their effectiveness

For its part, the Beyond25 strategy and, in particular, the Viscofan Group's Sustainability Action Plan establishes certain measures in the material aspects identified to deal with incidents and monitors their effectiveness based on sustainability commitments and indicators. At a general level, the Group's strategy has been detailed in section 1.1.3. of this ESRS and in particular for each topic in the corresponding sections.

The role of administrative, management and supervisory bodies

ESRS 2 GOV-1, ESRS 2 GOV-2

The governance structure of Viscofan is based on two main bodies: the General Shareholders' Meeting and the Board of Directors.

The General Shareholders' Meeting is the supreme governing body of the Company in which shareholders decide by a majority vote on the affairs within the scope of their authority.

Viscofan has established the principle of “one share, one vote” which promotes equality among all of the company's shareholders. There is only one class of shares, giving the same rights and obligations to all of the Company's shareholders. There are no restrictions to voting and no limit to the number of votes that can be cast by one single shareholder.

In recent years, Viscofan has been pursuing a series of initiatives to promote transparency, communication and shareholder participation at the General Meeting, including information on the items on the agenda, an attendance premium of €0.01 per share, facilitating remote voting, electronic voting, electronic forum and a questionnaire to answer the most common questions regarding the General Meeting.

As a result of all these measures, the 2024 General Shareholders' Meeting for the year was attended by 83.6% of the company's share capital, maintaining the high attendance percentage at the General Meetings of recent years, above the average for listed companies, which is especially significant taking into account the company's high floating capital.

The breakdown of data on attendance at General Meetings in recent years is as follows:

Data on attendance at General Meetings
General Meeting	2024	2023	2022	2021
% present	20.20%	20.10%	19.90%	19.30%
% in representation by proxy and distance voting	63.40%	66.00%	62.80%	62.80%
Total attendance	83.60%	86.10%	82.70%	82.10%

In addition, the General Meeting is broadcast live on the internet and can be accessed via the Company's website, although the connection to this broadcast is not considered to be telematic attendance at the General Meeting.

Board of Directors

Is the body in charge of representing and managing the Company and it is governed by the Regulations of the Board of Directors. Its essential function is the approval of the strategy, the basic policies, the preparation of financial statements and, in short, the general supervision of all aspects forming part of Viscofan S.A. and, where appropriate, of the companies forming its group of companies guided by corporate interest. In particular, it is ultimately responsible for managing sustainability matters and establishing policies that ensure an adequate due diligence process.

Composition at 31 December 2024

The Board of Directors is made up of ten directors, one of whom is executive, two are nominee, two are classified as other external directors and another five are independent, with no direct representation of employees and other workers. The Board is also composed of four women and six men.

In this way, the composition of Viscofan's Board of Directors complies with the CNMV's good governance recommendations for listed companies (hereinafter referred to as CBG):

• The number of members of the Board of Directors is within the established limits of the range of between five (5) and fifteen (15) members indicated in Recommendation 13 of the CBG and the number of directors is in line with that of other companies that are comparable to Viscofan.
• Non-executive directors continue to make up the vast majority of the Board of Directors (9 out of 10).
• 50% of the directors are independents.
• The percentage of nominee directors out of all non-executive directors (two out of nine) should be no greater than the proportion between the ownership stake of the shareholders they represent and the rest of the Company’s capital.
• The percentage of female directors out of the total Board of Directors is 40%, reaching the target of female representation.

Changes to the composition of the Board of Directors and its Committees in 2024

The Board of Directors of Viscofan resolved in 2023 to change the model from an executive chair to a non-executive chair, which includes the appointment of a First Executive. Based on this agreement, the President, José Domingo de Ampuero y Osma, with effect from 1 January 2024, ceases to hold his executive functions in the Company and the Group, continuing his tenure as non-executive Chair of the Board of Directors and, consequently, moving to the category of "other external directors". José Antonio Canales García, Director-Managing Director, has been appointed First Executive of Viscofan, also with effect from 1 January 2024.

Twelve years after his first appointment, the Lead Director, José María Aldecoa, forfeited his independent status. In this sense and with the aim of making it easier for the composition of the Board to ensure that at least 50% of its members are independent, Mr. Aldecoa has tendered his resignation as a director and member of the different committees to which he belonged before concluding his bylaw-mandated term in 2026.

Likewise, at the meeting held by the Board of Directors of Viscofan S.A. on 18 April 2024 after the General Shareholders' Meeting, in accordance with the new composition of the Board derived from the re-election and appointments of directors, it was resolved to appoint Mr Jaime Real de Asúa Arteche as Lead Director of the Board of Directors.

At the level of Board Committees, as a result of the end of Ms Laura González Molero's term as Chairman of the Audit Committee on 24 April 2024, it has been resolved to appoint Mr. Andrés Arizkorreta as the new Chairman of the Audit Committee with effect from that date with a term of four years.

The Appointments, Remuneration and Sustainability Committee has proposed, and the Board of Directors has approved, setting of the number of members at five, which is within the provisions of the Regulations of the Board and the Regulations of the Committee itself, appointing Ms Laura González Molero and Ms Verónica Pascual, as members of said Committee.

Thus, the breakdown of the composition of the Board of Directors as at 31 December 2024 is as follows:

Name and Surname	Category	Position on the Board	Date of last election	Audit Committee	Appointments, Remuneration and Sustainability Committee
MR.JOSÉ DOMINGO DE AMPUERO	Other External Directors	Chairman	27/04/2023
MR.JOSÉ ANTONIO CANALES	Executive	CEO	29/04/2022
MR.JAIME REAL DE ASÚA	Independent	Vice-chairman and Lead Director	29/04/2022		Chairman
MR.ANDRÉS ARIZKORRETA	Independent	Director	29/04/2022	Chairman	Member
MS. LAURA GONZÁLEZ MOLERO	Independent	Director	29/04/2022	Member	Member
MS. AGATHA ECHEVARRÍA	Otros Externos	Director	29/04/2022	Member
MR.SANTIAGO DOMECQ	Nominee	Director	18/04/2024		Member
MS. CRISTINA HENRÍQUEZ DE LUNA	Independent	Director	29/04/2022	Member
MR.JAVIER FERNÁNDEZ	Nominee	Director	27/04/2023	Member
MS. VERÓNICA PASCUAL	Independent	Director	18/04/2024		Member
MR.JOSÉ ANTONIO CORTAJARENA	Secretary	Non-Director		Secretary	Secretary
Percentage of independent directors					50%
Percentage of women on the Board of Directors					40%
Ratio of women to men					67%

Board of Directors

The Board has created two committees in support of its functions: the Audit Committee and the Appointments, Remuneration and Sustainability Committee.

Audit Committee

The Committee is composed of five members, all non-executive and a majority independent, appointed by the Board of Directors at the proposal of or pursuant to a report by the Appointments, Remuneration and Sustainability Committee, bearing in mind accounting, auditing and financial and non-financial risk management knowledge, skills and experience. Its chairman since 24 April 2024 has been the independent director Mr Andrés Arizkorreta.

The composition, functions, rules of organisation and operation, as well as the responsibilities conferred upon the Committee are regulated in the Articles of Association, in the Regulations of the Board of Directors, and in the Regulations of the Committee itself.

The Committee is responsible for reviewing the effectiveness of the Group's internal control and financial and non-financial risk management systems, supervising the process of preparing and presenting the Group's sustainability information and the Group's Regulatory Compliance System.

The Committee functions are detailed in section C.2.1 of the Annual Corporate Governance Report of this Management Report.

Actions taken during the year:

The Audit Committee met 13 times during the year. It has covered all its functions attributed with respect to the auditing of accounts, internal audits, financial and non-financial information, internal control and risk management systems, the Ethics and Regulatory Compliance Committee and related party transactions.

Specifically, within its functions on sustainability, the Committee has addressed aspects related to this matter, such as the supervision of the Non-Financial Information Control System, regulatory changes and, in particular, the monitoring of the preparation of this sustainability report, as well as the periodic review of the effectiveness of the internal control systems and management of financial and non-financial risks.

The procedures performed by the Committee in 2024 are detailed in section C.2.1 of the Annual Corporate Governance Report of this Management Report.

Appointments, Remuneration and Sustainability Committee

This Committee is composed of five non-executive directors appointed by the Board of Directors: four independent and one nominee director. It is chaired by the independent director Mr Jaime Real de Asúa.

The composition, functions, rules of organisation and operation, as well as the responsibilities conferred upon the Committee are regulated in the Articles of Association, in the Regulations of the Board of Directors, and in the Regulations of the Committee itself.

The functions of the Committee include promoting and supervising compliance with sustainability policies, overseeing their improvement and that they take into account the legitimate interests of the stakeholders, setting goals and monitoring them.

The Committee functions are also detailed in section C.2.1 of the Annual Corporate Governance Report of this Management Report.

Actions taken during the year:

The Appointments, Remuneration and Sustainability Committee met on 9 occasions in 2024 and, whenever considered appropriate, the presence of the Chairman, Managing Director and senior management members was required.

The main matters dealt with and analysed by the Committee during the 2024 financial year and which have made up its main areas of supervision have been, among others, issues of Corporate Governance and on the composition of the Board, evaluation of the Board of Directors and the First Executive, succession plans, updating the organisational structure, the governance model and the governing bodies of the Group's subsidiaries and remuneration policy.

In particular, within its functions on sustainability, the Commission has monitored the sustainability strategy and indicators, the proposal for a Net Zero Plan, the proposal for new sustainability policies and updating of existing ones, review in the exercise of its functions in relation to the 2023 Non-Financial Information Statement, the reporting framework and preparation of the 2024 sustainability report.

The procedures performed by the Committee in 2024 are detailed in section C.2.1 of the Annual Corporate Governance Report of this Management Report.

Selection of Directors

The Viscofan Group has a Diversity Policy in the Composition of the Board of Directors and the Selection of Directors approved by the Board itself in December 2024 is adequately complied with, with the aim of updating the previous Policy on the Selection of Directors and Diversity on the Board of Directors, approved and in force since December 2020, to bring it in line with regulatory changes and best corporate governance practices.

The objective of the Policy is to ensure that proposals for the appointment or re-election of directors are based on a prior analysis of the skills required by the Board of Directors and to encourage the diversity of knowledge, experience, age and gender always required on the Board, considering the vacancies to be covered and the structure and composition of the Board.

This policy establishes the principle of diversity. Based on this, the selection of directors should be guided by the aim of achieving a diverse and balanced composition of the Board of Directors which would contribute different points of view to the discussions it holds, thus enriching the decision-making process. With this in mind, in the selection of candidates for board members, consideration will be given to candidates whose appointment contributes to increasing the diversity of knowledge, skills, experience, origins, nationalities, age and gender. The selection process should avoid implicit biases that may imply discrimination and, in particular, the selection of female counsellors is actively promoted. To this end, when the Appointments, Remuneration and Sustainability Committee or the Board itself, as the case may be, has to propose the appointment or re-election of directors, without prejudice to respect for the competence matrix, the inclusion in the process of candidates who contribute to incorporating directors of the least represented gender is actively sought and, when faced with two similar professional profiles, the female candidate will be chosen.

Likewise, the Appointments, Remuneration and Sustainability Committee, in compliance with Recommendation 14 of the GGC, in relation to the prior analysis of the Company's needs and the competencies required by the Board of Directors on the composition of the Board for the 2024 General Shareholders' Meeting, issued a report on 15 February 2024 proposing that membership of the Board of Directors be reduced from eleven (11) to ten (10) members, considering that this would maintain a balanced and diverse composition and, in particular, that women account for 40% of the total number of members of the Board of Directors (compared to 36% as of 31 December 2023), thus reaching the target of female representation set out in Recommendation 15 of the GGC.

Following the General Shareholders' Meeting held in April 2024, this change was implemented and the percentage of female representation on the Board effectively reached this threshold.

Experience, curricula and profiles of members of the Board of Directors

The Board of Directors has members with experience on sustainability issues at the level of strategy, and also risk management and sustainability information reporting, as well as business conduct. Given that this aspect is evolving very rapidly in recent years, the different Board Committees have received regular updates on the different sustainability trends and regulations and how they impact Viscofan, for which they have also had specific training from third parties.

The curricula and profiles of the members of the Board of Directors at 31 December 2024, where details are provided on their experience and, in particular, in some cases in our sector, are detailed in section C.1.3 of the Annual Corporate Governance Report forming part of this Management Report. They are also available on the Company's website, in the Corporate Governance section.

Performance of functions

In order to perform their duties with the required rigor and efficiency, the Company's Board of Directors prepares an annual schedule of meetings and the annual work plan of the Board itself and of its various committees, so that the directors can better plan and to facilitate their commitment to and attendance of meetings. Directors receive the information they need well in advance, including, as appropriate, the minutes or reports of the different Board Committees.

Actions are still being carried out to guarantee the participation of the directors, facilitating their dedication and attendance to the meetings, to provide them with tools to give more in-depth knowledge of specific aspects of the activity and specific environments of the different production centres, thus improving the monitoring of the strategy of the Group and of each of its companies.

In addition, the annual plan includes visits to some of the Group's production centres and the participation of executives to enable enhanced monitoring of the implementation of the Group's strategy and of the management of each of its companies.

Throughout 2024, the Board met 12 times. The Chairman attended 100% of the meetings, and the attendance rate was 100% among directors present at the meetings.

In addition, during the 2024 financial year, the Lead Director, as part of his duties set out in the Regulations of the Board of Directors, held two meetings with independent directors to voice their concerns, and was also available for dialogue with investors and shareholders who so requested.

Assessment

The Board of Directors carries out an annual evaluation of the quality and efficiency of the operation, diversity and competencies of the Board itself and of the Committees - which is promoted by the Appointments, Remuneration and Sustainability Committee, and coordinated by the Lead Director in the case of the evaluation of the Chair.

Every three years, the Board of Directors is assisted by an external consultant in this evaluation process, whose independence is verified by the Appointments, Remuneration and Sustainability Committee. In 2022, Korn Ferry was consulted to facilitate this evaluation, three years having passed since the last external consultancy.

The assessment of performance in 2024 was made on the basis of a questionnaire whose purpose was to provide a specific view for each director with regard to both strong and weak points, the availability of specialist skills and knowledge in different areas, including sustainability, as well as any other suggestions they may have with a view to improving the efficiency of the Board and of the Committees.

The result of the questionnaire was analysed by the Appointments, Remuneration and Sustainability Committee of which the Lead Independent Director is a member, by the Audit Committee itself with regard to its own assessment, and the conclusions were presented to the Board of Directors, where the process was concluded and a plan of action approved to include the appropriate improvements.

Remuneration. Integration of sustainability-related performance in incentive schemes.

ESRS 2 GOV-3

Remuneration an important component of corporate governance used to encourage and guide the implementation of commitments and actions within Viscofan. In this context, the remuneration systems for members of the Board of Directors and employees are aligned with the Beyond25 strategy, and in particular with sustainability, given its importance as one of the four strategic pillars. Consequently, sustainability indicators are integrated into our short and long-term incentives.

The Board of Directors' Remuneration for 2024 is regulated in the directors' remuneration policy, approved at the General Shareholders' Meeting held on 27 April 2023 for a three-year period (2024, 2025 and 2026), and which is available on the company's website in the Corporate Governance section.

This policy establishes a remuneration system for directors based on (i) their capacity as such and (ii) specific executive or senior management functions. The model of an executive chairman is adapted to a Board of Directors led by a non-executive chairman while a CEO is appointed, and some adjustments are introduced that adapt the remuneration structure to both the performance and improvement of the corporate governance, the Beyond25 strategy and the 2022-2025 Sustainability Action Plan of the Viscofan Group.

The policy in force in 2024 links the Annual Variable Remuneration of the directors with the executive qualification, which in 2024 corresponds to the CEO, to the achievement of a combination of economic-financial targets (e.g., Sales, EBITDA, BDI, Cash Flow, debt ratios), operational targets (e.g., stock/sales ratio or efficiency ratios) and sustainability targets (e.g., emission reduction, water management, waste reduction and accident rate reduction), which by 2024 account for 10% of the theoretical potential and are tied to the reduction of waste and accident rates in the Group.

This criterion has also been extended to the annual variable remuneration of Viscofan's Management and staff.

In addition, the General Shareholders' Meeting held in April 2022 approved a long-term incentive in shares and cash for executive directors, members of the management team and other employees of the Viscofan Group for the 2022-2024 period. This plan sets out the delivery of an amount in cash and shares in the Company based on the fulfilment of certain objectives for the creation of shareholder value and sustainability, including the reduction of the intensity of Scope 1 and 2 emissions, the improvement in accident rate indicators and the performance of audits of suppliers on compliance with the Viscofan Group's supplier code of conduct. These elements of sustainability account for 25% of it.

Senior Management (31 December 2024)

It is the highest hierarchical level of the organisation, reporting directly to the Chief Executive Officer, and consists of regional general management (EMEA, APAC, NAM and SAM) which groups together the operations located in the countries belonging to that geographical region, the general management of New Business, and the general management of corporate services:

ORGANISATIONAL CHART as at 31 December 2024
Person	Position
ANDRÉS DÍAZ	Managing Director EMEA (Europe, Middle East and Africa)
GABRIEL LARREA	Managing Director NAM (North America)
JUAN NEGRI	Director General APAC (Asia Pacific)
LUIS BERTOLI	General Manager SAM (South America)
ÓSCAR PONZ	General Manager New Business
MARÍA CARMEN PEÑA	Chief Financial Officer
JESÚS CALAVIA	Chief Operating Officer
IGNACIO GOÑI	Chief Commercial Officer
JOSÉ ÁNGEL ARRARÁS	Director General for R&D and Quality
JOSÉ ANTONIO CORTAJARENA	Secretary to the Board of Directors and Head of Legal
ARMANDO ARES	Director of Investor Relations, Communication and Sustainability
BEATRIZ SESMA	Human Resources Director
JOSÉ IGNACIO RECALDE	Head of Diversification and Technology
ALEJANDRO BERGAZ	Head of Internal Audit
DOMINGO GONZÁLEZ	Head of Strategy
BORJA LÓPEZ	Head of Digital Transformation

In 2024, Domingo González was appointed Head of Strategy of the Viscofan Group, with the aim of driving the strategic transformation in the second phase of the Beyond25 strategic plan.

Also in 2024, Armando Ares was appointed Head of Sustainability to meet the growing demand for sustainability rendering it necessary to promote projects and ensure coordination on this key matter throughout the Group. He combines this position with his duties as Head of Investor Relations and Communication of the Viscofan Group.

In July 2024, Borja López joined the Viscofan Group as Head of Digital Transformation.

During the 2024 financial year, the remuneration received by key management personnel amounted to €11,842 thousand (€4,021 thousand in 2023), including €6,954 thousand under the Long-Term Incentive Plan.

These amounts do not include the remuneration of the two executive directors, José Antonio Canales García and José Domingo de Ampuero y Osma (up to 31 December 2023), which are detailed in the annual Board remuneration report that forms part of this management report.

Sustainability governance and management

As the head of Viscofan's activities, the CEO is the first executive head of sustainability and also leads the Sustainability Executive Committee made up of directors from different areas where sustainability is relevant and is responsible for coordinating and supervising the objectives, initiatives and long-term work plans established by it in the field of sustainability and, in particular, the environmental ones. In 2024, this Committee met four times to monitor sustainability indicators, the establishment of the Net Zero Plan, adaptation to the new sustainability reporting regulations, among others.

Viscofan has a Head of Sustainability, who is responsible for coordinating all the Group's Sustainability issues, strategy, goal setting, specific analysis of incidents, risks and opportunities, sustainability information reporting and contact with stakeholders in relation to this matter. He is also responsible for reporting to the Board of Directors and the different Committees of the Board on the elements of sustainability that concern them.

During the year, reports were presented three times to the AR&SC and four times to the Audit Committee. Noteworthy was the establishment of the Net Zero goal, the Non-Financial Information Control System and the adaptation work for the basic regulations of this Sustainability Report. Reports have also been provided on the incidents and risks of relative importance in terms of sustainability.

In addition, in 2024 an executive sustainability subcommittee has been created, made up of people from departments in areas where sustainability is relevant, having focused its work in the year on the analysis and preparation of this report in accordance with the new reporting requirements.

For its part, the management of the different material aspects of sustainability is under the responsibility of different areas:

• Environmental and safety matters at Group level is the responsibility of the Corporate Operational Sustainability Department, reporting to the Operations Department, which is in charge of coordinating and supervising this matter in all the Group's production plants.
• The management of the specific social aspects of the company's own staff is the responsibility of the Corporate Human Resources Department,
• Regulatory Compliance is the responsibility of the Legal Department,
• Food Safety is the responsibility of the Quality Management and Regulatory Affairs Departments under the R+D and Quality Division.
• Customer relations is the responsibility of the Commercial Department
• The relationship with suppliers is the responsibility of Supply Chain, reporting to the Operations Department.
• Setting sustainab

Setting sustainability goals

Within all areas covered by sustainability, the establishment of goals related to incidents, risks and opportunities is a key element of the Sustainability Action Plan. These goals are established by the Executive Sustainability Committee based on the material aspects identified and where Viscofan can make the greatest contribution.

Once established, these are reviewed and approved by the Board of Directors within the framework of the current Sustainability Action Plan.

Subsequently, their performance is monitored on a quarterly basis in the Executive Sustainability Committee and the Appointments, Remuneration and Sustainability Committee, as well as the Board of Directors, are informed periodically.

Risk management and internal controls over sustainability reporting

NEIS 2 GOV-5

Viscofan has a sustainability information control system implemented in 2023 with the scope of all the companies of the Viscofan Group and which have an impact on the processes and sub-processes related to sustainability reporting.

It is based on the policy of the internal control system for financial and non-financial information approved by the Board of Directors in 2020, which requires that internal control systems provide reasonable assurance of the reliability of financial and non-financial information.

This system is based on best practices and international standards, based on those established in the COSO report, as well as compliance with legal requirements.

The system comprises five components:

1. The control environment
2. Information risk assessment
3. Control activities
4. Information and communication
5. Review and monitoring

Information risks are associated with processes and sub-processes, which include non-financial information of a material nature based on the Viscofan Group's Sustainability Action Plan and established prior to the approval in Europe of the reporting regulations for this Sustainability Statement.

• Environmental issues: Energy consumption, Scope 1 and 2 emissions, water catchment, waste disposal.
• People: breakdown of average workforce by category, remuneration, wage gap and training.
• Safety: information that supports the calculation of the indicators in this area.

The identification of risks is coordinated by the Corporate Sustainability Department in collaboration with those responsible for Human Resources, Environment and Safety information, as well as with the Internal Audit Department. In each process and sub-process detailed above, the Group identifies the risks that may materialise by analysing the following requirements:

• Description of the existing control objectives to meet the business targets defined by the Company and guarantee the reliability of the sustainability information.
• Possibility of occurrence of the risk of error with the following criteria:
• Validity: all transactions generated in the period are valid.
• Integrity: all transactions have been recorded correctly.
• Registry: all transactions have been recorded accurately.
• Cut-off: all transactions recorded represent events that occurred during the period in question; transactions are recorded in the corresponding period.

The risks identified based on these criteria comprise the non-financial information risk matrix. Of these, the most relevant are those that directly affect the Group's sustainability objectives, such as CO2 emissions, waste eliminated, water catchment, accident rates and women in management positions. Depending on the risk, the strategy to mitigate them is different, although controls have been implemented at the subsidiary level that mainly seek the review and correct registration of the information reported to the corporate for its subsequent consolidation.

The non-financial information control system has been integrated together with the financial information control system into SAP GRC, a unique environment that allows the automation and computerization of the assurance of information processes.

As noted in Article 8 of the Audit Committee's Regulations, one of the main functions of the Committee is to supervise and evaluate the process of preparation, presentation and integrity of non-financial information relating to the Company and its consolidated Group, reviewing the correct design of the internal control systems of information and compliance with regulatory requirements.

Reporting directly to the Audit Committee is the Viscofan Group's Internal Audit Department, whose scope of work is to determine whether the Viscofan Group's risk management and control processes, designed and operated by the Management, are adequate and operate in such a way as to ensure, among other things, that the information is accurate and is available in a timely manner.

In this sense, once the SCIINF was implemented, in 2024, on the one hand, the execution and supervision of the implemented controls has been continuously monitored; and on the other hand, Internal Audit has carried out the review of two reporting sub-processes for all the Group's subsidiaries, proposing improvements and corrective actions.

Given that this Sustainability Report involves the reporting of additional information to that envisaged in the Sustainability Action Plan, Viscofan plans to standardise the process for reporting new information in the coming years for the subsequent analysis of processes and sub-processes, identification of information risks and their inclusion in the implemented for the non-financial information internal control system.