PROPOSED RESOLUTIONS SUBMITTED BY THE BOARD OF DIRECTORS OF ATALAYA MINING COPPER, S.A. TO THE 2025 ANNUAL GENERAL MEETING ("AGM")

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have any questions we recommend that you contact your independent professional advisor immediately.

If you have sold or otherwise transferred all of your shares or your CREST Depositary Interests ("CDIs") in Atalaya Mining Copper, S.A. (the "Company" or "Atalaya"), please forward this document and any accompanying documentation you have received in respect of such shares to the purchaser or acquirer, or to the stockbroker or intermediary through whom the sale or transfer was executed, for transmission to the purchaser or acquirer.

ANNUAL ACCOUNTS AND CORPORATE GOVERNANCE

1 APPROVAL OF THE AUDITED ANNUAL ACCOUNTS AND MANAGEMENT REPORTS OF THE COMPANY AND ITS CONSOLIDATED GROUP (INCLUDING UK MARKET VERSION) FOR THE 2024 FINANCIAL YEAR

Explanation:

The directors present the audited individual annual accounts and management report 2024 of the Company and the audited consolidated annual accounts and management report 2024 of the Company and its subsidiaries, together with the auditors' reports (including a UK market version of them), to the General Meeting for approval. According to Spanish Companies Act, the General Meeting must approve the relevant audited annual accounts and the sustainability report within six months from year end.

Draft Resolution:

FIRST RESOLUTION

"To approve the audited individual annual accounts and management report of Atalaya Mining Copper, S.A. and the audited consolidated annual accounts and management report of Atalaya Mining Copper, S.A. and its subsidiaries for the year ended 31 December 2024, formulated by the Board of Directors on 17 March 2025".

2 APPROVAL OF THE SUSTAINABILITY REPORT FOR THE FINANCIAL YEAR 2024

Explanation:

The directors present to the shareholders at the AGM the 2024 Sustainability Report, which forms part of the consolidated management report of the Company and its subsidiaries for the financial year 2024.

In accordance with article 49.6 of the Spanish Commercial Code, the Sustainability Report is submitted as a separate item on the agenda for approval by the General Meeting.

Draft Resolution:

SECOND RESOLUTION

"To approve the 2024 Sustainability Report which shall be considered part of the consolidated management report of Atalaya Mining Copper, S.A. and its subsidiaries for the year ended 31 December 2024, formulated by the Board of Directors on 17 March 2025."

3 APPROVAL OF THE BOARD OF DIRECTORS' MANAGEMENT DURING THE FINANCIAL YEAR 2024

Explanation:

The Board of Directors requests the approval of its management during the financial year 2024, in accordance with article 164 of the Spanish Companies Act (Ley de Sociedades de Capital).

Draft Resolution:

THIRD RESOLUTION

"To approve the Board of Directors' management during the financial year ended 31 December 2024."

APPLICATION OF THE RESULT

4 APPROVAL OF THE PROPOSAL FOR THE ALLOCATION OF THE RESULTS CORRESPONDING TO THE FINANCIAL YEAR 2024

Explanation:

In accordance with article 164 of the Spanish Companies Act (Ley de Sociedades de Capital), the Board of Directors proposes to the Shareholders' Meeting to allocate the Company's results corresponding to the financial year 2024 (i.e., EUR 3,215 thousands), in the amount which exceeds the amount that has to be allocated to legal reserve (i.e., EUR 322 thousands), to the payment of a dividend.

The final dividend proposed by the Board of Directors to the Shareholders' Meeting amounts in total to Euro 3,871 thousands, of which EUR 2,893 thousands is charged against 2024 profits and EUR 978 thousands is charged against other distributable reserves. Therefore, the final dividend per share to be paid on the date set forth in the Resolution below shall amount to EUR 0.0275 (USD 0.03 according to the exchange rate published by the European Central Bank on 17 March 2025, the day before the final dividend that the Board is proposing was announced to the market).

Draft Resolution:

FOURTH RESOLUTION

"Approve to allocate the Company's results corresponding to the financial year 2024 (i.e., EUR 3,215,000) as follows:

EUR 322 thousands to legal reserve; and

EUR 2,893 thousands to dividends.

Additionally, to approve a final dividend in the amount of Euro 3,871 thousands, of which EUR 2,893 thousands is charged against 2024 profits and EUR 978 thousands is charged against other distributable reserves. Therefore, the final dividend per share shall amount to EUR 0.0275. Payment of this final dividend shall be made on 23 July 2025.

The withholdings required by the applicable legislation from time to time shall be deducted from the gross amounts paid. For such purposes, to authorise the Board of Directors, on the broadest terms, with the express power of substitution, to adopt all decisions and perform all steps necessary or appropriate, for the payment of the final dividend approved above, including, in particular and without limitation, to establish the terms and conditions of the distribution in all matters not provided for above, to designate the entity or entities that is/are to act as paying agent and sign the relevant contract(s) on the terms and conditions it sees fit, to draw from current accounts for such purpose, to make the appropriate communications and notifications and, in general, to take any other steps that may be necessary or appropriate for the successful completion of the approved distribution."

RE-ELECTION, APPOINTMENT AND RESOLUTIONS ON DIRECTORS' REMUNERATION

5 RE-ELECTION AND APPOINTMENT OF DIRECTORS FOR A PERIOD OF ONE YEAR

The Board of Directors submits to the AGM the re-election of the following directors of the Company: Mr Jesús Fernández López, Mr Neil Dean Gregson, Mr Alberto Arsenio Lavandeira Adán, Ms Kate Jane Richards (Harcourt), Mr Stephen Victor Scott, Ms Carole Helene Whittall and the election of Ms María Del Coriseo González-Izquierdo Revilla as director for a term of one year, on the recommendation of the Nominations & Governance Committee.

Biographies of the Directors seeking re-election and appointment are set out below, In respect of each Director, their main areas of expertise and experience set out indicate why their contribution is, and continues to be, important to the Company's long-term sustainable success.

The Board reviewed the independence of the Directors, and each Director's independence status is set out below. Further information as to how the Board has reached its determination can be found on page 68 of the UK Market version of the Annual Report and Financial Statements for the year ended 31 December 2024 (the "Annual Report").

In January 2025, the Board, led by the Chair, conducted a formal effectiveness review encompassing an evaluation of the Board as a whole, its committees and individual directors. Details of that review can be found on page 73 of the Annual Report. The Board also considered individual external commitments and meeting attendance during 2024, details of which can be found on page 69 of the Annual Report.

Each proposal for re-election and appointment of each director shall be subject to a separate vote.

5.1 RE-ELECTION OF MR. JESÚS FERNÁNDEZ LÓPEZ AS A DIRECTOR

Explanation:

In this resolution, the Board of Directors proposes to the General Meeting the re-election of Mr Jesús Fernández López as a director.

5.1.1 Mr Jesús Fernández López's professional and biographical profile:

(i) Main areas of expertise: M&A, Mining, capital markets, UK Markets, International business, corporate finance, finance and accounting, legal, leadership, strategic, fund raising.

(ii) Current external positions: none.

(iii) Previous professional experience: He was Head of Mergers and Acquisitions for Trafigura. He joined Trafigura in 2004 and has extensive experience in mergers and acquisitions and providing financing solutions to mining companies. He established the Trafigura Group's mining investment arm in 2005. Prior to joining Trafigura, he worked in the project finance team at International Power plc in London.

(iv) Board independence: Not independent. He was appointed by a significant shareholder who has a right to appoint under the shareholder agreement. As a result, the Board does not consider him to be independent. However, he

adds valuable insight as he can provide an investor perspective to the management team and challenge them accordingly.

5.1.2 Date of his first and last re-appointment as a director of the Company:

Mr Jesús Fernández López was appointed as a director for the first time on 23 June 2015 and re-elected most recently on 27 June 2024.

Draft Resolution:

RESOLUTION 5(a)

"To re-elect Mr Jesús Fernández López as a director for a period of one year."

5.2 RE-ELECTION OF MR NEIL DEAN GREGSON AS A DIRECTOR

Explanation:

In this resolution, the Board of Directors proposes to the General Meeting the re-election of Mr Neil Dean Gregson as a director.

5.2.1 Mr Neil Dean Gregson's professional and biographical profile:

(i) Main areas of expertise: Mining, corporate finance, finance, UK Market, capital markets, international business, leadership, strategic, fund raising, M&A communications, sustainability.

(ii) Current external positions: Independent Director of TSX-listed Meridian Mining UK Societas and Non-executive Director of TSX-listed Uranium Royalty Corp.

(iii) Previous professional experience: He has over 30 years of experience investing in mining and oil and gas companies. From 2010 to 2020, he was a Managing Director at J.P. Morgan Asset Management, where he was a member of the equity team and a portfolio manager investing in mining and energy companies globally. Previously, from 1990 to 2009, he was Head of Emerging Markets and Related Sector Funds (including natural resources funds) at Credit Suisse Asset Management. Prior to that, he held various positions in mining companies, including a role as mining investment analyst with Gold Fields of South Africa.

(iv) Board independence: Independent on first appointment. He was no longer considered independent upon his appointment as Chair of the Board on 1 July 2024.

5.2.2 Date of his first and last appointment as a director of the Company:

Mr Neil Dean Gregson was appointed as a director for the first time on 10 February 2021, was re-elected most recently on 27 June 2024.

Draft Resolution:

RESOLUTION 5.b)

"To re-elect Mr Neil Dean Gregson as a director a period of one year".

5.3 RE-ELECTION OF MR ALBERTO ARSENIO LAVANDEIRA ADÁN AS A DIRECTOR.

Explanation:

In this resolution, the Board of Directors proposes to the General Meeting the re-election of Mr Alberto Arsenio Lavandeira Adán.

5.3.1 Mr Alberto Arsenio Lavandeira Adán's professional and biographical profile:

(i) Main areas of expertise: Mining, operations, processing, exploration, commercial, capital market, international business, leadership, strategic, fund raising, M&A, governance, project management, permitting, government relations, CEO, sustainability.

(ii) Current external positions: Non-executive director of ASX-listed Black Dragon Gold Corp and non-executive director of ASX-listed Predictive Discovery Limited.

(iii) Previous professional experience: He brings over 40 years of experience operating and developing mining projects. He was previously President, CEO and COO of Rio Narcea Gold Mines which built three mines including Aguablanca and El Vallés-Boinas in Spain and Tasiast in Mauritania. He was also involved in the key stages of development of the Mutanda mine in the Democratic Republic of Congo. Earlier in his career, he worked within group companies of Anglo American, Rio Tinto and Cominco (now Teck).

(iv) Board independence: Non-independent.

5.3.2 Date of his first and last appointment as a director of the Company:

Mr Alberto Arsenio Lavandeira Adán was appointed as a director for the first time on 24 December 2014, and re-elected most recently on 27 June 2024.

Draft Resolution:

RESOLUTION 5(c)

"To re-elect Alberto Arsenio Lavandeira Adán as a director for a period of one year".

5.4 RE-ELECTION OF MS KATE JANE RICHARDS (HARCOURT) AS A DIRECTOR

Explanation:

In this resolution, the Board of Directors proposes to the General Meeting the re-election of Ms Kate Jane Richards (Harcourt) as a director.

5.4.1 Ms Kate Jane Richards (Harcourt)'s professional and biographical profile:

(i) Main areas of expertise: Mining, sustainability, health, safety, environment.

(ii) Current external positions: Independent Director of TSX-listed Fortuna Mining Corp and Director of TSX-listed Orezone Gold.

(iii) Previous professional experience: She has extensive experience as an independent sustainability consultant, including ESG Officer and ESG Adviser, at a range of UK-linked mining companies, including Cornish Lithium and Adriatic Metals, and has participated in several due diligence projects for mining assets as part of a multidisciplinary team. Prior to 2010, was Director of Health, Safety, Environment, Communities and Security at Mag Industries, Senior Environmental Scientist at Golder Associates (UK) Ltd, Senior Environmental Scientist at Wardell Armstrong and Environmental Scientist at SRK (UK) Ltd.

(iv) Board independence: Independent

5.4.2 Date of her first and last appointment as a director of the Company:

Ms Kate Jane Richards (Harcourt) was appointed as a director for the first time on 17 May 2022, and re-elected most recently on 27 June 2024.

Draft Resolution:

RESOLUTION 5(d)

"To re-elect Ms Kate Jane Richards (Harcourt) as a director for a period of one year".

5.5 RE-ELECTION OF MR STEPHEN VICTOR SCOTT AS A DIRECTOR:

Explanation:

In this resolution, the Board of Directors proposes to the General Meeting the re-election of Mr Stephen Victor Scott as a director.

5.5.1 Mr Stephen Victor Scott's professional and biographical profile:

(i) Main areas of expertise: Mining, operations, processing, exploration, capital market, international business, leadership, strategic, fund raising, M&A, governance, project management, permitting, CEO.

(ii) Current external positions: President and CEO of Entree Resources Limited.

(iii) Previous professional experience: He has held various global executive positions with the Rio Tinto Group (2000-2014). He is an experienced public company director.

(iv) Board independence: Independent.

5.5.2 Date of his first and last appointment as a director of the Company:

Mr Stephen Victor Scott was appointed as an independent non-executive director for the first time on 9 September 2015, and re-elected most recently on 27 June 2024.

Draft Resolution:

RESOLUTION 5(e)

"To re-elect Mr Stephen Victor Scott as director for a period of one year".

5.6 RE-ELECTION OF MS CAROLE HELENE WHITTALL AS A DIRECTOR.

Explanation:

In this resolution, the Board of Directors proposes to the General Meeting the re-election of Ms Carole Helene Whittall as a director.

5.6.1 Ms Carole Helene Whittall's professional and biographical profile:

(i) Main areas of expertise: Management, accounting, financing, banking and M&A in the mining industry.

(ii) Current external positions: Executive Director and Chief Financial Officer of AIM-quoted Yellow Cake plc and director and co-founder of Mining Strategies Limited, which provides M&A and transaction advisory services to the metals and mining sector.

(iii) Previous professional experience: She is a senior executive with over 25 years of experience in the natural resources sector across a broad range of functions including management, finance and M&A. She was Vice President, Head of M&A at ArcelorMittal Mining and a member of its Mining Executive Team, responsible for global M&A (including acquisitions, divestments, joint ventures and portfolio company management and restructuring), government relations and corporate and social responsibility. Previously she was at Rio Tinto where she held various senior commercial and business development roles. Her prior career was with JP Morgan.

(iv) Board independence: Independent.

5.6.2 Date of her first and last appointment as a director of the Company:

Ms Carole Helene Whittall was originally appointed as a director by the Board on 3 June 2024, and elected by shareholders for the first time on 27 June 2024.

Draft Resolution:

RESOLUTION 5.f)

"To re-elect Ms Carole Helene Whittall as a director for a period of one year."

5.7 APPOINTMENT OF MS MARIA DEL CORISEO GONZÁLEZ-IZQUIERDO REVILLA AS A DIRECTOR

Explanation:

In this resolution, the Board of Directors proposes to the General Meeting the appointment of Ms María del Coriseo González-Izquierdo Revilla as a director.

5.7.1 Professional and biographical profile of Ms María del Coriseo González-Izquierdo Revilla:

(i) Main areas of expertise: Finance, geopolitics, international trade and economics, energy, government relations, accounting, human resources, governance, leadership, strategy, and sustainability.

(ii) Current external positions: Independent Director of Aena S.M.E., S.A., the Madrid-listed airports operator.

(iii) Previous professional experience: She was Chief Executive Officer of ICEX – Spain Trade and Investment and has held a number of economic and commercial executive roles in Spain, Japan, West Africa, U.S.A., the Middle East, and China. She has also served as a director on the boards of Instituto de Crédito (the Spanish Government's financial agency), CESCE (Spanish export credit agency), CDTI (Spanish agency for technology development) and HUNOSA (coal mining). Until March 2025 she was Director of Corporate Planning and Management at OMIE, a private company that manages the spot electricity market in the Iberian Peninsula.

(iv) Board independence: Independent.

Draft Resolution:

RESOLUTION 5.g)

"To appoint Ms María del Coriseo González-Izquierdo Revilla as director for a period of one year".

6 CONSULTATIVE VOTE ON THE ANNUAL REPORT ON DIRECTORS' REMUNERATION FOR THE FINANCIAL YEAR 2024

Explanation:

Detailed information regarding directors' remuneration is set out in the annual report on directors' remuneration for the financial year 2024 prepared in accordance with the applicable regulations.

The annual report on directors' remuneration is submitted to a consultative vote at the Annual General Meeting as a separate item on the agenda.

Draft Resolution:

SIXTH RESOLUTION

"To approve, on a consultative basis, the annual report on remuneration of directors of Atalaya Mining Copper, S.A. for 2024."

7 APPROVAL OF THE DIRECTORS' REMUNERATION POLICY.

EXPLANATION:

The Board of Directors submits to the AGM the remuneration policy for the Company's directors, including the objectives and functioning of each remuneration element and its link to the business strategy. Such remuneration policy will apply for three years from the date of the AGM.

The policy is contained in the annual report on directors' remuneration referred to in section 6 above.

Draft Resolution:

SEVENTH RESOLUTION

"To approve the remuneration policy for directors of Atalaya Mining Copper, S.A. Such remuneration policy will apply for three years from the date of the AGM."

APPROVAL OF THE MAXIMUM NUMBER OF SHARES OF THE COMPANY THAT MAY BE ALLOTTED FOR THE GRANTING OF SHARE RIGHTS

8 RATIFICATION OF THE CURRENT LONG-TERM INCENTIVE PLAN AND APPROVAL OF THE ALLOTMENT OF SHARES TO SATISFY SHARE AWARDS UNDER SHARE INCENTIVE PLANS DURING THE 2025 FINANCIAL YEAR

Explanation:

Atalaya's current share-based remuneration plan (the "Long-Term Incentive Plan") is a long-term incentive plan for executive directors and employees of the Company and other Atalaya Group companies approved by the AGM on 2020. The circumstances in which the Atalaya Long-Term Incentive Plan operates for directors are detailed in the Directors' Remuneration Policy.

In this regard, following the Re-domiciliation process of the Company from Cyprus to Spain, it is proposed that the AGM acknowledges and ratifies its content (which is publicly available in Atalaya's website) and approve, in accordance with the provisions of article 219 of the Spanish Companies Act and article 23.5 of the Company's Articles of Association, the maximum number of shares that may be allocated under the Long-Term Incentive Plan (including the relevant sub-limit for executive directors) during the financial year 2025.

The requested authorisation will permit the allotment of a maximum of 5,471,999 ordinary shares under incentive plans during the financial year 2025. For the avoidance of doubt, such number of ordinary shares includes any shares that may be allotted assuming that Resolution 9 is approved.

In line with the Remuneration Principles published by the UK Investment Association in respect of Long-Term Incentives, and in accordance with the principal terms of the Long-Term Incentive Plan, no more than 10% of the issued ordinary share capital of the Company will or may be issued under the Long-Term Incentive Plan and any other employee share plan operated by the Company over a 10-year period. This limit will apply in addition to those imposed by the authorisation applied for.

The Company monitors the number of shares allocated for the purpose of Long-Term Incentive Plan and its impact on the dilution limits. Taking into account the authorisation requested, total dilution will not exceed 10% for all employee share plans and discretionary plans, over a 10-year period, in accordance with UK Investment Association guidelines. As at 1 May 2025, 6.59% of the share capital has been allocated under these plans since 1 May 2015.

Draft Resolution:

EIGHTH RESOLUTION

"To acknowledge and ratify the content of the current long-term incentive plan of Atalaya Mining Copper, S.A. approved by the General Meeting in 2020 (the "Long-Term Incentive Plan").

To authorise the allotment of a maximum of 5,471,999 ordinary shares of nominal value each, in respect of incentive plans.

The authority granted under this resolution will allow for the grant of shares under the Atalaya Long-Term Incentive Plan or any other approved incentive plans in respect of the financial year 2025.

In order to satisfy the rights under the Long-Term Incentive Plan or any other approved incentive plans, the Company may allot its own shares or issue new shares when the legal requirements established for this purpose are met, or use any other appropriate financial instrument as determined by the Company."

9 APPROVAL OF TRANSITIONAL SHARE AWARD TO THE MANAGING DIRECTOR

Explanation:

The Board of Directors proposed to the AGM the approval, as a specific and extraordinary remuneration, of the remuneration to the Managing Director as detailed in page 100 of the Annual Report (One-off transitional award).

For the purposes of Article 529 novodecies paragraph 5 of the Spanish Companies Act, the abovementioned specific remuneration is submitted for the approval of the AGM.

Draft Resolution:

NINTH RESOLUTION

"To approve the specific and extraordinary remuneration to the Managing Director as detailed in page 100 of the Annual Report (One-off transitional award)."

AUTHORISATIONS FOR THE ACQUISITION OF OWN SHARES, FOR THE ISSUANCE OF SHARES AND CONVERTIBLE OR EXCHANGEABLE SECURITIES AND FOR THE EXCLUSION OF PRE-EMPTIVE RIGHTS

10 AUTHORISATION FOR THE ACQUISITION OF THE COMPANY'S OWN SHARES, DIRECTLY AND/OR THROUGH ITS SUBSIDIARIES.

Explanation:

Pursuant to the provisions of the Spanish Companies Act, the Company requires the authorisation of the General Meeting to acquire treasury shares, either directly or indirectly through its subsidiaries. This resolution gives the Company the authorisation to purchase treasury shares on the market, whereby a maximum number of shares representing 10% of the Company's share capital (the maximum percentage provided for under Spanish law and in accordance with the standard practice of Spanish listed companies) may be acquired. The minimum purchase price per share shall be the nominal value and the maximum price shall be the higher of: (i) an amount equal to the result of a five per cent increase in the average share price on the relevant stock exchange during the five business days immediately preceding the day on which the transaction is carried out, and (ii) the higher of the last independent transaction and the highest price independently offered on the trading platforms at the time the transaction is carried out.

Once acquired by the Company, the ordinary shares may be held as treasury shares, in particular, to be delivered directly to employees or directors of the Company or its subsidiaries or as a result of the exercise of options held by them, or redeemed.

As at 1 May 2025, the Company has outstanding options on 5,423,666 shares representing 3.85% of its share capital (excluding existing treasury shares). If full use were made of the authorisation under resolution 10, these shares would represent 4.28% of the Company's share capital (excluding treasury shares).

The authorisation will expire once 15 months have elapsed from the adoption of this resolution or at the conclusion of the General Meeting to be held in 2026, whichever is earlier.

Draft Resolution:

TENTH RESOLUTION

"To authorise the acquisition of shares of Atalaya Mining Copper, S.A. within the scope of article 146 of the Spanish Companies Act, complying with the applicable legislation and subject to the following conditions:

(i) The acquisitions may be made directly by Atalaya Mining Copper, S.A. or indirectly through its subsidiaries, on the same terms resulting from this resolution.

(ii) The acquisitions shall be made through purchase, exchange or any other transaction permitted by the law.

(iii) The acquisitions may be made from time to time up to the maximum amount permitted by the law.

(iv) The minimum price which may be paid for a share is its nominal value;

(v) The maximum price which may be paid for a share is the highest of:"

a) an amount equal to five per cent above the average of the middle market quotations for the shares as taken from the relevant stock exchange for the five business days immediately preceding the day on which the transaction is performed; and
b) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the transaction is carried out at the relevant time;

in each case, exclusive of expenses.

(vi) The authorisation is granted for a term expiring at the date of next year's General Meeting (or if earlier, 15 months from the date of passing of this resolution).
(vii) As a result of the acquisition of shares, including those that the Company or the person acting in their own name but on behalf of the Company has previously acquired and holds in treasury, the resulting shareholders' equity (patrimonio neto) cannot decrease to below the amount of the share capital plus the restricted reserves required by the law or the bylaws, all as provided in letter b) of Section 146.1 of the Spanish Companies Act.

For the purposes of Article 146 of the Spanish Companies Act, it is expressly stated that the shares acquired pursuant to this authorisation may be used for either transfer, including to be applied to the remuneration systems provided for in the third paragraph of letter a) of Section 146.1 of the Spanish Companies Act, or redemption."

11 AUTHORISATION TO THE BOARD OF DIRECTORS, WITH EXPRESS POWER OF SUB-DELEGATION, TO RESOLVE TO INCREASE THE SHARE CAPITAL IN ACCORDANCE WITH ARTICLE 297.1.B) OF THE CAPITAL COMPANIES ACT.

Explanation:

Pursuant to the provisions of the Spanish Companies Act, the authorisation of the General Meeting is required to grant the directors the power to increase the share capital of the Company by issuing new shares with cash contributions.

The authorisation under this resolution shall enable the Board of Directors to issue new shares up to an amount equal to 50% of the share capital (which amount shall be reduced by the maximum amount by which the share capital needs to be increased for the conversion or exchange of securities issued under resolution 12).

Shareholders shall have pre-emptive subscription rights in respect of the new shares to be issued pursuant to this authorisation, unless such pre-emptive rights are excluded on the terms and subject to the limits set out in resolutions 13.a) and 13.b) (if passed) and, accordingly, shall be entitled to subscribe for the new shares in proportion to their previous shareholding in the Company. Such pre-emptive subscription rights are, by operation of the law, represented by securities detached from the shares from which they derive and may be traded separately for a period of time before the subscription payment is due.

Therefore, any such capital increase (unless pre-emptive subscription rights are excluded under the terms and subject to the limits set out in the resolutions 13.a) and 13.b) (if approved)) will take the form of a rights issue in accordance with the Listing Rules under Part IV of the Financial Services and Markets Act 2000. In this respect, the Company

adheres to the provisions of the guidelines on share capital management established by the Investment Association as if they were applicable to Spanish companies.

There are no current plans to use this authority to issue new shares under this resolution 11. However, the Board of Directors considers it desirable to have the flexibility permitted by applicable regulations, corporate governance practices and the requirements of major shareholders to respond market changes and to be able to proceed with the issuance of shares, if it deems it appropriate, without incurring the cost and time involved in holding a General Meeting for the purpose of requesting the specific authorisation for the share issue.

This authorisation will expire once 15 months have elapsed from the adoption of this resolution or at the conclusion of the General Meeting to be held in 2026, whichever is earlier.

The Board of Directors has issued a report in order to justify this proposed resolution in accordance with articles 286, 297.1.b) and 506 of the Spanish Companies Act.

Draft Resolution:

ELEVENTH RESOLUTION

"To authorise the Board of Directors, to the fullest extent permitted under applicable law, with express power of subdelegation, and in accordance with Article 297.1.b) of the Spanish Companies Act, to increase the share capital of the Company, without prior consultation with the General Meeting, on one or more occasions and when required, through the issuance and placement into circulation of new shares (with or without a premium) the consideration for which shall be cash contributions, under the following terms:

1.- Term of the authorisation.- The capital increases subject to this authorisation may be done for a term expiring at the date of next year's General Meeting (or if earlier, 15 months from the date of passing of this resolution).

2.- Maximum amount authorised.- The aggregate maximum amount of the issuance or issuances of ordinary shares shall be 50 per cent of the share capital on the date of passing this resolution (this is, a nominal value of 6,334,156 euro), such amount to be reduced by the maximum amount that the share capital may need to be increased on the conversion or exchange of any securities issued under resolution 12).

3.- Scope of the authorisation.- The Board of Directors may establish, as to all matters not otherwise contemplated under this resolution, the terms and conditions of the share capital increase and may also freely offer the new shares that are not subscribed for within the period or periods for the exercise of pre-emptive rights. The Board of Directors may also resolve that, in the event of incomplete subscription, the share capital shall be increased only by the amount of the subscriptions made and amend the article of the bylaws relating to share capital and number of shares.

4.- Admission to listing.- The Company shall, when appropriate, apply for listing on regulated markets, multilateral trading systems or other stock exchanges, organised or otherwise, regulated or not, in the United Kingdom, the European Union or any other market, of the shares issued under this authorisation and the Board of Directors shall be authorised to carry out all acts and formalities that may be required for admission to listing with the appropriate authorities of the relevant securities markets.

5.- Power of sub-delegation.- The Board of Directors is expressly authorised to sub-delegate on the Chief Executive Officer (consejero delegado) or any other director the

powers delegated under this resolution, as permitted by Article 249.bis l) of the Spanish Companies Act.

This authorisation to the Board of Directors replaces that conferred by the General Meeting of the Company held on 27 June 2024, which is rendered without effect to the extent not utilised.

It is noted that the relevant directors' report justifying the proposed authorisation to increase the share capital has been made available to the shareholders".

12 AUTHORISATION TO THE BOARD OF DIRECTORS, WITH EXPRESS POWER OF SUB-DELEGATION, TO ISSUE SECURITIES (INCLUDING WARRANTS) CONVERTIBLE AND/OR EXCHANGEABLE FOR SHARES IN THE COMPANY. ESTABLISHMENT OF THE CRITERIA FOR THE DETERMINATION OF THE BASE AND THE TERMS AND CONDITIONS APPLICABLE TO CONVERSION OR EXCHANGE.

Explanation:

The authorisation under this resolution shall permit the directors to issue securities (including warrants) convertible into or exchangeable for shares of the Company up to a maximum nominal amount of 6,334,156 euros or its equivalent in any other currency, provided that the amount by which the share capital needs to be increased for the conversion or exchange of securities issued shall not exceed 50% of the share capital at the date of approval of the resolution (which amount shall be reduced by the amount by which the share capital has been increased pursuant to the provisions of resolution 11).

Shareholders will have pre-emptive subscription rights in respect of any new convertible securities issued pursuant to this authorisation, unless such pre-emptive rights are excluded on the terms and subject to the limits set out in resolutions 13.a) and 13.b) (if passed).

There are no current plans to use this authority to issue any kind of convertible or exchangeable securities under this resolution 12. However, the Board of Directors considers it desirable to retain the ability to respond to market changes and to be able to issue them without the need to incur the delays and costs associated with holding a General Meeting to seek specific authorisation for this purpose.

The Company adheres to the provisions of the guidelines on share capital management established by the Investment Association Share Capital Management Guidelines as if they were applicable to Spanish companies.

This authority will expire once 15 months have elapsed from the adoption of this resolution or at the conclusion of the General Meeting to be held in 2026, whichever is earlier.

The Board of Directors has issued a report in order to justify this proposed resolution in accordance with articles 286, 297 and 511 of the Spanish Companies Act.

Draft Resolution:

TWELFTH RESOLUTION

"To authorise the Board of Directors, with the express power of subdelegation, pursuant to the general provisions governing the issuance of debentures and the provisions of Articles 286, 297 and 511 of the Spanish Companies Act and Article 319 of the Regulations of the Mercantile Registry (Reglamento del Registro Mercantil), to issue securities under the following terms:

1.- Securities to be issued.- The securities contemplated in this authorisation may be debentures, bonds, preference shares, and other fixed-income securities or instruments of a similar nature, including warrants (options to subscribe for new shares of the Company or to acquire existing shares of the Company) that are convertible into newly issued shares or may confer the right to subscribe to newly issued shares or exchangeable into shares of the Company.

2.- Term of the authorisation.- The securities subject to this authorisation may be issued on one or more occasions and when required, within the term expiring at the date of next year's General Meeting (or if earlier, 15 months from the date of passing of this resolution).

3.- Maximum amount authorised.- The maximum aggregate nominal amount of the issuance or issuances of securities approved under this delegation shall be 6,334,156 euros or the equivalent thereof in another currency, provided that the aggregate share capital that may need to be increased on the conversion or exchange of all such securities may not be higher than 50 per cent of the share capital as at the date of passing this resolution (such amount to be reduced by the amount that the share capital has been increased under resolution 11).

For the purpose of calculating the aforementioned limit, in the case of warrants, the sum of premiums and exercise prices of the warrants of the issuances agreed upon under this delegation will be taken into account.

4.- Scope of authorisation.- This authorisation extends, as broadly as is permitted by law, to the establishment of the various terms and conditions of each issuance. By way of example and not of limitation, the Board of Directors shall be authorised to do the following with respect to each issuance: determine the amount thereof, always within the aforementioned overall quantitative limit; the place of issuance; the domestic or foreign currency, and in the case of a foreign currency, its equivalence in euros; the denomination or form of the securities, whether they be bonds or debentures, including subordinated debentures, warrants (which may in turn be settled by means of the physical delivery of the shares or, if applicable, through the payment of differences in price), or any other denomination or form permitted by law; the date or dates of issuance; the number of securities and the par value thereof, which, in the case of convertible and/or exchangeable bonds or debentures, shall not be less than the par value of the shares; in the case of warrants and similar securities, the issue price and/or premium, the exercise price (which may be fixed or variable) and the procedure, period and other terms and conditions applicable to the exercise of the right to subscribe for the underlying shares or, if applicable, the exclusion of such right; the interest rate (whether fixed or variable), and the dates and procedures for payment of the coupon; whether the issuance is perpetual or subject to repayment and, in the latter case, the repayment period and the maturity date or dates; guarantees, reimbursement rate, premiums and lots; the form of representation, as securities or book entries; antidilution provisions; the rules applicable to subscription; the rank of the securities and the subordination clauses, if any; the law applicable to the issuance; the power to make application, where appropriate, for the listing of the securities to be issued on Spanish or foreign, regulated or not, organised or other stock exchanges, subject to the requirements established by applicable regulations in each case; and, in general, any other terms of the issuance as well as, if applicable, the appointment of the security-holders' syndicate representative (comisario) and the approval of the basic rules that

are to govern the legal relationships between the Company and the syndicate of holders of the securities to be issued, in the event that such syndicate must or is decided to be created.

Furthermore, the Board of Directors is empowered to, when it deems appropriate, and subject, where applicable, to obtaining the appropriate authorisations and the approval of the meetings of the security holders, modify the terms of the securities issued under this authorisation.

5.- Basis for and terms and conditions applicable to the conversion and/or exchange.- In the case of issuance of convertible and/or exchangeable debentures or bonds, and for purposes of determining the basis for and the terms and conditions applicable to the conversion and/or exchange, it is resolved to establish the following criteria:

a) The securities issued pursuant to this resolution shall be convertible into shares of the Company and/or exchangeable into shares of the Company, in accordance with a fixed or variable conversion and/or exchange ratio determined or to be determined, with the Board of Directors being authorised to decide whether they are convertible and/or exchangeable, as well as to determine whether they are mandatorily or voluntarily convertible and/or exchangeable, and if voluntarily, at the option of the holder thereof and/or of the Company, at the intervals and during the period established in the resolution providing for the issuance and which shall not exceed 10 years from the date of issuance. The aforementioned maximum term shall not apply to perpetual securities that are convertible.

b) In the event that the issuance is convertible and exchangeable, the Board may also provide that the issuer reserves the right at any time to elect between conversion into new shares or the exchange thereof for outstanding shares of the Company, with the nature of the shares to be delivered being determined at the time of conversion or exchange, and may also elect to deliver a combination of newly-issued shares and existing shares of the Company and even to settle the difference in cash.

c) For purposes of the conversion and/or exchange, the securities shall be valued at the nominal amount thereof (including, should it be the case, accrued and not paid interests). The new shares to be issued will be valued at the rate determined by the resolution of the Board of Directors, which may be (i) fixed and determined by the resolution of the Board of Directors itself, (ii) fixed and determinable on the date or dates specified in the resolution of the Board of Directors, or (iii) variable. The fixed determinable rate or the variable rate may be set either based on the stock market value of the Company's shares on the date or dates, or in the period or periods chosen as reference, or based on any other criteria established by the Board of Directors. Furthermore, the Board of Directors may set a rate with a premium or discount, which can differ for each conversion date of each issue (or, if applicable, each tranche of an issue).

d) When the conversion takes place, any fractional shares that should be delivered to the holder of the securities will be rounded down to the nearest whole number, and each holder will receive in cash, if provided for in the terms of the issuance, the difference that may result in such case.

e) In no event may the value of the share for purposes of the ratio for conversion of debentures into shares be less than the par value thereof. In addition, pursuant to the provisions of Article 415 of the Spanish Companies Act, debentures may not be converted into shares when the nominal value of the former is less than the par value of the latter.

f) When approving an issuance of convertible bonds or debentures under the authorisation contained in this resolution, the Board of Directors shall issue a report elaborating and detailing, based on the criteria described above, the bases and modes of the conversion specifically applicable to the indicated issuance.

6.- Basis and terms and conditions for the exercise of warrants. - In the case of issuances of warrants, to which the provisions of the Spanish Companies Act on convertible debentures shall apply by analogy, the Board of Directors is authorised to determine, in the broadest terms, in connection with the basis for and the terms and conditions applicable to the exercise of such warrants, the criteria applicable to the exercise of rights to subscribe for or of rights to acquire shares of the Company arising from the securities of this kind issued under the delegation granted hereby. The criteria set forth in section 5 above shall apply to such issuances, with such adjustments as may be necessary in order to bring them into compliance with the legal and financial rules governing these kinds of securities.

7.- Other powers delegated. - This authorisation to the Board of Directors also includes, without limitation, the delegation thereto of the following powers:

a) The power to increase the share capital to the extent required to attend requests for conversion and/or for exercise of the right to subscribe for new shares.

These powers can only be exercised to the extent that the Board of Directors, summing up the capital increase to address the issuance of convertible securities and, where applicable, other capital increases approved under the authorization granted under resolution 11, does not exceed the limit of 50 per cent of the share capital as at the date of passing this resolution provided in Article 297.1.b) of the Spanish Companies Act, and the limits set forth in resolution 13 below in cases where the issuance of convertible securities excludes pre-emptive subscription rights.

Lastly, if the convertible securities provide in their terms and conditions for the possibility of paying the coupon in newly issued shares, the maximum number of shares that could be issued from the issuance to the maturity of the securities to cater for the coupon payment will also be considered for calculating the maximum amount utilised under this authorisation.

This authorisation to increase the share capital includes the authorisation to issue and list, on one or more occasions, the shares representing such capital that are necessary to carry out the conversion and/or to exercise the right to subscribe for new shares, as well as the power to amend the article of the bylaws relating to the amount of the share capital and the number of shares and, if appropriate, to cancel the portion of such capital increase that was not required for the conversion of shares and/or the exercise of the right to subscribe for new shares.

b) The power to elaborate on and specify the basis for and the terms and conditions applicable to the conversion, exchange and/or exercise of the rights to subscribe

for and/or acquire shares arising from the securities to be issued, taking into account the criteria set out in sections 5 and 6 above.

c) The delegation to the Board of Directors includes the broadest powers that may be required by law in order to interpret, apply, implement and develop the resolutions providing for the issuance of securities that are convertible into or exchangeable for shares of the Company, on one or more occasions, and to carry out the corresponding capital increase, as well as the power to correct and supplement such resolutions as to all matters that may be necessary and to comply with all legal requirements for the successful implementation thereof. To such end, the Board of Directors may correct any omissions or defects in the aforementioned resolutions that may be identified by any Spanish or foreign authorities, officers or bodies, and may also adopt all such resolutions and execute all such public or private documents as it may deem necessary or appropriate in order to adjust the preceding resolutions for the issuance of convertible or exchangeable securities and the corresponding capital increase to the oral or written assessment of the Commercial Registrar or, in general, of any other Spanish or foreign competent authorities, officers or entities.

8.- Admission to trading.- The Company shall, where appropriate, apply for listing on regulated markets, multilateral trading systems or other stock exchanges, organised or otherwise, regulated or not, in the United Kingdom, the European Union or any other market, of the securities issued by the Company under this delegation, and the Board of Directors is authorised, as fully as is required by law, to conduct all acts and formalities that may be necessary for admission to listing before the appropriate authorities of the relevant securities markets.

9.- Guarantee of issues of convertible and/or exchangeable securities or warrants by subsidiaries.- The Board of Directors is also authorised to guarantee on behalf of the Company, within the limits set forth above, new issuances of convertible and/or exchangeable securities or warrants by subsidiaries during the effective period of this resolution.

10.- Power of sub-delegation.- The Board of Directors is expressly authorised to sub-delegate on the Chief Executive Officer (consejero delegado) or any other director the powers delegated under this resolution, as permitted by Article 249 bis I) of the Spanish Companies Act."

13 AUTHORISATION TO THE BOARD OF DIRECTORS, WITH EXPRESS POWER OF SUB-DELEGATION, TO EXCLUDE PRE-EMPTIVE SUBSCRIPTION RIGHTS IN RELATION TO CAPITAL INCREASES AND ISSUES OF CONVERTIBLE OR EXCHANGEABLE SECURITIES APPROVED BY THE BOARD OF DIRECTORS UNDER AUTHORISATIONS GRANTED IN RESOLUTIONS 11 AND 12:

Explanation:

As indicated above, if the Board of Directors decides to issue new shares or convertible securities, the Spanish Companies Act recognises shareholders' pre-emptive subscription rights, so that such shares or securities must first be offered to shareholders in proportion to their shareholding.

In connection with the capital increases and the issue of convertible or exchangeable securities that the Board of Directors may approve pursuant to the authorisations granted

under resolutions 11 or 12 (if passed) and resolutions 13.a) and 13.(b) are intended to empower the Board of Directors to issue new shares or securities convertible into or exchangeable for new shares where the value of the shares allotted and those to be allotted as a result of the conversion or exchange of such securities does not exceed an aggregate nominal amount equal to: (a) 10% of the total nominal amount of the Company's issued share capital, without restriction; and (b) an additional 10% of the total nominal amount of the Company's issued share capital to be used for a specific acquisition or capital expenditure; in each case, without the need for shares or the convertible or exchangeable securities to be offered first to existing shareholders in proportion to their then existing shareholding.

The Spanish Companies Act allow the Board of Directors to be authorised to issue shares or convertible securities excluding pre-emptive subscription rights for an amount not exceeding 20% of the Company's issued share capital. However, the Board of Directors of Atalaya adheres to the rules set out in the UK Pre-emption Group's Statement of Principles and therefore limits the requested authorisation to 10% of the share capital of the Company (excluding treasury shares), without restriction, and to an additional 10% to be used either for an acquisition or for a specific capital investment contemplated in the most recent version of the Statement of Principles on the exclusion of pre-emptive rights published by the UK Pre-Emption Group prior to the date of this announcement.

As with resolutions 11 and 12, the powers conferred under resolutions 13.a) and 13.b) (which will be subject to a separate vote) will expire once 15 months have elapsed from the adoption of this resolution or at the conclusion of the General Meeting to be held in 2026, whichever is earlier.

The Board of Directors of the Company has issued a report in order to justify these proposed resolutions in accordance with articles 506 and 511 of the Spanish Companies Act.

13.1 UP TO A MAXIMUM AMOUNT OF 10% OF THE SHARE CAPITAL, WITHOUT RESTRICTION. PROPOSED RESOLUTION:

RESOLUTION 13(a)

"To authorise the Board of Directors, with the express power of subdelegation, to totally or partially exclude the pre-emptive rights, as permitted by Article 506 and Article 511 of the Spanish Companies Act in connection with issuances of shares or convertible or exchangeable securities that the Board of Directors may approve under the authority given under resolutions 11 and 12 above provided that such capital increases and issuances of convertible or exchangeable securities are subject to an aggregate maximum nominal amount of the shares so allotted and that may be allotted on conversion or exchange of such securities of 10 per cent of the Company's share capital (excluding any shares held in treasury) as at the date of passing this resolution (this is, a nominal value of 1,266,831 euro).

If the Board of Directors decides to exclude the pre-emptive rights in any or all issues of shares or convertible and/or exchangeable securities carried out under resolutions 11 and 12 above, it must prepare, upon the adoption of the relevant issuance resolution, a report detailing the specific reasons in the corporate interests that justify such measure and such other content as required by Articles 308 (for the issuance of shares) and 417 (for issuance of convertible and/or exchangeable securities) of the Spanish Companies Act which may also be the subject, if applicable, to the relevant report by an auditor appointed by the Mercantile Registry other than the Company's auditor, according to the Spanish Companies

Act. These reports must be made available to shareholders and communicated to the first general meeting held following the issuance resolution.

The Board of Directors is expressly authorised to sub-delegate on the Chief Executive Officer (consejero delegado) or any other director the powers delegated under this resolution, as permitted by Article 249 bis I) of the Spanish Companies Act".

13.2 UP TO A MAXIMUM OF AN ADDITIONAL 10% OF THE SHARE CAPITAL, TO BE USED FOR A SPECIFIC ACQUISITION OR CAPITAL INVESTMENT.

Draft Resolution:

RESOLUTION 13(b)

"In addition to the authority given to the Board of Directors under resolution 13.a) above, to authorise the Board of Directors, with the express power of subdelegation, to totally or partially exclude the pre-emptive rights, as permitted by Article 506 and Article 511 of the Spanish Companies Act in connection with issuances of shares or convertible or exchangeable securities that the Board of Directors may approve under the authority given under resolutions 11 and 12 above, provided that such capital increases and issuances of convertible or exchangeable securities are subject to an aggregate maximum nominal amount of the shares so allotted and that may be allotted on conversion or exchange of such securities of 10 per cent of the Company's share capital (excluding any shares held in treasury) as at the date of passing this resolution (this is, a nominal value of 1,266,831 euro); such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment.

The Board of Directors is expressly authorised to sub-delegate on the Chief Executive Officer (consejero delegado) or any other director the powers delegated thereto under this resolution, as permitted by Article 249 bis I) of the Spanish Companies Act."

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

14 NEW ARTICLE 12.6 TO INCLUDE THE POSSIBILITY THAT THE GENERAL MEETING IS HELD OUTSIDE SPAIN IN OTHER COUNTRIES WHERE THE SHARES OF THE COMPANY ARE LISTED

Explanation:

In this resolution, the Board of Directors submits to the AGM the approval of the amendment of the Company's Articles of Association to include a new paragraph 12.6 in article 12 in relation to the possibility of holding General Meetings in London.

A report prepared by the Company's Board of Directors justifying the amendment of the Articles of Association contained in the current proposal for resolution 14 and the following resolution 15 (the "Board of Directors Report") is made available to the shareholders.

Draft Resolution:

FOURTEENTH RESOLUTION

"Approve the inclusion of a new paragraph 12.6 in article 12 in the Company's Articles of Association, which shall read as follows:

"12.6. The General Meeting will be held, as may be determined by the Board of Directors, in Seville (Spain) or in London (United Kingdom) in the latter case provided that the Company's shares continue to be listed on a stock exchange or equivalent market based in the United Kingdom and that it is also possible to attend remotely by telematic means."

15 NEW ARTICLE 10 BIS ON THE DISCLOSURE OF INTEREST IN SHARES

Explanation:

In this resolution, the Board of Directors submits to the AGM the approval of the amendment of the Company's Articles of Association to include a new Article 10 bis in relation to the right of the Company to request the disclosure of interests in shares in the Company to its shareholders. Such new Article in addition to remind that Articles 497 and 497.bis of the Spanish Companies Act (which regulate the possibility that listed companies request information on the identity of the shareholders from central depositories and custody entities) provides the Company with a right to request information from all parties interested in the shares in terms similar to those of section 793 of the UK Companies Act.

The Board of Directors Report includes the justification of the amendment of the Articles of Association contained in this proposal for resolution 15 and the aforementioned resolution 14.

Draft Resolution:

FIFTEENTH RESOLUTION

"Approve the inclusion of new Article 10 bis in the Company's Articles of Association, which shall read as follows:

"Article 10 bis. Disclosure of interests in shares

10 bis 1.

(a) For the purposes of this Article 10 bis, a person (individual or legal entity) shall be deemed to have an “interest” or be “interested” in shares if they hold any legal or beneficial interest (whether direct or indirect) or have any agreement, arrangement or understanding (whether formal or informal) relating to any rights attached to the Company’s shares, including CREST Depositary Interests (“CDIs”) or any other instruments representing to the shares.

(b) The Company, either directly or through a third party appointed by it, may, by written notice (a “Disclosure Notice”), require any person whom the Company knows or reasonably believes to be interested in the Company’s shares or in any instruments representing such shares to confirm or provide in writing, within the period specified in the Disclosure Notice (which shall not be less than ten (10) business days from the date of the Disclosure Notice), the following information:

(i) whether that person holds or has held any interest in the mentioned shares or instruments;

(ii) the nature and extent of such interest;

(iii) the identity of any other person(s) with an interest in the same shares or instruments;

(iv) any agreement or arrangement regarding the acquisition, disposal, or exercise of rights in relation to the Company’s shares or mentioned instruments; and

(v) any other information reasonably requested by the Company relating to that person’s interest.

10 bis 2. Failure to Disclose

(a) If any person fails to comply with a Disclosure Notice within the time specified, or provides false or misleading information in response to such a notice, the Board of Directors may, in its absolute discretion, resolve to take all or any of the following measures on the shares or CDIs or similar instruments concerned:

(i) suspension of the right to vote at any general meeting or class meeting of the Company; or

(ii) withholding of the right to receive any dividend or other distribution in respect of the shares or relevant instruments.

(b) Such measures shall remain in place until the Board of Directors determines, in its sole discretion, that the person has fully complied with the Disclosure Notice and provided all required information to the Company’s satisfaction.

10 bis 3. The powers conferred by this Article 10 bis are in addition to and without prejudice to any other rights or powers of the Company under applicable law, including the right to require disclosure of interests in accordance with the provisions of articles 497 and 497 bis of the Spanish Companies Act (Ley de Sociedades de Capital).

REDUCTION OF THE NOTICE PERIOD TO CALL EXTRAORDINARY GENERAL MEETINGS

APPROVAL OF THE POSSIBILITY OF REDUCING THE NOTICE PERIOD TO CALL EXTRAORDINARY GENERAL MEETINGS FROM ONE MONTH TO 15 CALENDAR DAYS PURSUANT TO THE TERMS OF THE ARTICLE 515 OF THE SPANISH COMPANIES ACT

Explanation:

In this resolution, the Board of Directors requests authorisation to reduce the notice period to call Extraordinary General Meetings from one month to fifteen calendar days, making use of the possibility provided for in article 515 of the Spanish Companies Act. This reduction in the notice period must be authorised by at least 2/3 of the share capital with voting rights and its validity cannot exceed the date of the next general meeting.

Draft Resolution:

SIXTEENTH RESOLUTION

"To approve the reduction of the notice period to call Extraordinary General Meetings from one month to fifteen calendar days pursuant to the terms of article 515 of the Spanish Companies Act."

DELEGATION OF POWERS

17 DELEGATION OF POWERS TO FORMALISE AND EXECUTE ALL RESOLUTIONS ADOPTED BY THE GENERAL MEETING.

Explanation:

In this resolution, the Board of Directors requests the delegation of the necessary powers and authorisations to execute all the above resolutions in accordance with the applicable legislation.

Draft Resolution:

SEVENTEENTH RESOLUTION

"Without prejudice to the powers delegated in the preceding resolutions, to confer authority on the Board of Directors, with the express power of subdelegation, to the Chief Executive Officer (consejero delegado), any other Director, the Secretary, the Vice-Secretary and Mr. César Sánchez Fernández (Chief Financial Officer), to the fullest extent permitted by law, so that any of them may execute the foregoing resolutions, for which purpose they may: (i) establish, interpret, clarify, complete, develop, amend, remedy errors or omissions and adapt the aforementioned resolutions according to the verbal or written qualifications of the Mercantile Registry and any competent authorities, civil servants or institutions; (ii) draw up and publish the announcements required by law; (iii) notarise the aforementioned resolutions and grant any public and/or private documents they deem necessary or advisable for their implementation; (iv) deposit the annual accounts and other mandatory documentation at the Mercantile Registry or in other applicable registries, and (v) engage in any acts that may be necessary or advisable to successfully implement them and, in particular, to have them filed at the Mercantile Registry or in other applicable registries."

APPROVAL OF THE MINUTES

18 APPROVAL OF THE MINUTES.

Explanation:

In this resolution, the Board of Directors requests to the AGM the approval of the minutes containing the resolutions adopted by the AGM.

Draft Resolution:

EIGHTENTH RESOLUTION

"To approve the minutes of the meeting read by the secretary, then signed by the secretary and chairman."

14 May 2025

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PROPOSED RESOLUTIONS SUBMITTED BY THE BOARD OF DIRECTORS OF ATALAYA MINING COPPER, S.A. TO THE 2025 ANNUAL GENERAL MEETING ("AGM")

ANNUAL ACCOUNTS AND CORPORATE GOVERNANCE

1 APPROVAL OF THE AUDITED ANNUAL ACCOUNTS AND MANAGEMENT REPORTS OF THE COMPANY AND ITS CONSOLIDATED GROUP (INCLUDING UK MARKET VERSION) FOR THE 2024 FINANCIAL YEAR

2 APPROVAL OF THE SUSTAINABILITY REPORT FOR THE FINANCIAL YEAR 2024

3 APPROVAL OF THE BOARD OF DIRECTORS' MANAGEMENT DURING THE FINANCIAL YEAR 2024

5 RE-ELECTION AND APPOINTMENT OF DIRECTORS FOR A PERIOD OF ONE YEAR

5.1 RE-ELECTION OF MR. JESÚS FERNÁNDEZ LÓPEZ AS A DIRECTOR

Explanation:

5.1.1 Mr Jesús Fernández López's professional and biographical profile:

APPROVAL OF THE MAXIMUM NUMBER OF SHARES OF THE COMPANY THAT MAY BE ALLOTTED FOR THE GRANTING OF SHARE RIGHTS

8 RATIFICATION OF THE CURRENT LONG-TERM INCENTIVE PLAN AND APPROVAL OF THE ALLOTMENT OF SHARES TO SATISFY SHARE AWARDS UNDER SHARE INCENTIVE PLANS DURING THE 2025 FINANCIAL YEAR

Explanation:

Draft Resolution:

EIGHTH RESOLUTION

AUTHORISATIONS FOR THE ACQUISITION OF OWN SHARES, FOR THE ISSUANCE OF SHARES AND CONVERTIBLE OR EXCHANGEABLE SECURITIES AND FOR THE EXCLUSION OF PRE-EMPTIVE RIGHTS

10 AUTHORISATION FOR THE ACQUISITION OF THE COMPANY'S OWN SHARES, DIRECTLY AND/OR THROUGH ITS SUBSIDIARIES.

Explanation:

Draft Resolution:

TENTH RESOLUTION

11 AUTHORISATION TO THE BOARD OF DIRECTORS, WITH EXPRESS POWER OF SUB-DELEGATION, TO RESOLVE TO INCREASE THE SHARE CAPITAL IN ACCORDANCE WITH ARTICLE 297.1.B) OF THE CAPITAL COMPANIES ACT.

Explanation:

Draft Resolution:

ELEVENTH RESOLUTION

13.1 UP TO A MAXIMUM AMOUNT OF 10% OF THE SHARE CAPITAL, WITHOUT RESTRICTION. PROPOSED RESOLUTION:

RESOLUTION 13(a)

13.2 UP TO A MAXIMUM OF AN ADDITIONAL 10% OF THE SHARE CAPITAL, TO BE USED FOR A SPECIFIC ACQUISITION OR CAPITAL INVESTMENT.

RESOLUTION 13(b)

14 NEW ARTICLE 12.6 TO INCLUDE THE POSSIBILITY THAT THE GENERAL MEETING IS HELD OUTSIDE SPAIN IN OTHER COUNTRIES WHERE THE SHARES OF THE COMPANY ARE LISTED

Explanation:

Draft Resolution:

FOURTEENTH RESOLUTION

15 NEW ARTICLE 10 BIS ON THE DISCLOSURE OF INTEREST IN SHARES

Explanation:

Draft Resolution:

FIFTEENTH RESOLUTION

10 bis 2. Failure to Disclose

REDUCTION OF THE NOTICE PERIOD TO CALL EXTRAORDINARY GENERAL MEETINGS

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Avi Global Trust PLC — Proxy Solicitation & Information Statement 2025

4592_rns_2025-06-02_bd43eb33-b945-4975-8eb4-18064fc1cba2.pdf

PROPOSED RESOLUTIONS SUBMITTED BY THE BOARD OF DIRECTORS OF ATALAYA MINING COPPER, S.A. TO THE 2025 ANNUAL GENERAL MEETING ("AGM")

ANNUAL ACCOUNTS AND CORPORATE GOVERNANCE

1 APPROVAL OF THE AUDITED ANNUAL ACCOUNTS AND MANAGEMENT REPORTS OF THE COMPANY AND ITS CONSOLIDATED GROUP (INCLUDING UK MARKET VERSION) FOR THE 2024 FINANCIAL YEAR

2 APPROVAL OF THE SUSTAINABILITY REPORT FOR THE FINANCIAL YEAR 2024

3 APPROVAL OF THE BOARD OF DIRECTORS' MANAGEMENT DURING THE FINANCIAL YEAR 2024

5 RE-ELECTION AND APPOINTMENT OF DIRECTORS FOR A PERIOD OF ONE YEAR

5.1 RE-ELECTION OF MR. JESÚS FERNÁNDEZ LÓPEZ AS A DIRECTOR

Explanation:

5.1.1 Mr Jesús Fernández López's professional and biographical profile:

APPROVAL OF THE MAXIMUM NUMBER OF SHARES OF THE COMPANY THAT MAY BE ALLOTTED FOR THE GRANTING OF SHARE RIGHTS

8 RATIFICATION OF THE CURRENT LONG-TERM INCENTIVE PLAN AND APPROVAL OF THE ALLOTMENT OF SHARES TO SATISFY SHARE AWARDS UNDER SHARE INCENTIVE PLANS DURING THE 2025 FINANCIAL YEAR

Explanation:

Draft Resolution:

EIGHTH RESOLUTION

AUTHORISATIONS FOR THE ACQUISITION OF OWN SHARES, FOR THE ISSUANCE OF SHARES AND CONVERTIBLE OR EXCHANGEABLE SECURITIES AND FOR THE EXCLUSION OF PRE-EMPTIVE RIGHTS

10 AUTHORISATION FOR THE ACQUISITION OF THE COMPANY'S OWN SHARES, DIRECTLY AND/OR THROUGH ITS SUBSIDIARIES.

Explanation:

Draft Resolution:

TENTH RESOLUTION

11 AUTHORISATION TO THE BOARD OF DIRECTORS, WITH EXPRESS POWER OF SUB-DELEGATION, TO RESOLVE TO INCREASE THE SHARE CAPITAL IN ACCORDANCE WITH ARTICLE 297.1.B) OF THE CAPITAL COMPANIES ACT.

Explanation:

Draft Resolution:

ELEVENTH RESOLUTION

13.1 UP TO A MAXIMUM AMOUNT OF 10% OF THE SHARE CAPITAL, WITHOUT RESTRICTION. PROPOSED RESOLUTION:

RESOLUTION 13(a)

13.2 UP TO A MAXIMUM OF AN ADDITIONAL 10% OF THE SHARE CAPITAL, TO BE USED FOR A SPECIFIC ACQUISITION OR CAPITAL INVESTMENT.

RESOLUTION 13(b)

14 NEW ARTICLE 12.6 TO INCLUDE THE POSSIBILITY THAT THE GENERAL MEETING IS HELD OUTSIDE SPAIN IN OTHER COUNTRIES WHERE THE SHARES OF THE COMPANY ARE LISTED

Explanation:

Draft Resolution:

FOURTEENTH RESOLUTION

15 NEW ARTICLE 10 BIS ON THE DISCLOSURE OF INTEREST IN SHARES

Explanation:

Draft Resolution:

FIFTEENTH RESOLUTION

10 bis 2. Failure to Disclose

REDUCTION OF THE NOTICE PERIOD TO CALL EXTRAORDINARY GENERAL MEETINGS

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