DECLARATION OF RESPONSIBILITY ON THE CONTENT OF THE ANNUAL FINANCIAL REPORT FOR THE YEAR CLOSED AT 30 SEPTEMBER 2022 (Translation for information purposes)

Members of Board of Directors of Compañía de Distribución Integral Logista Holdings, S.A. declare that, to the best of their knowledge, the individual and consolidated financial statements for the year ended 30 September 2022 (1 October 2021 - 31 September 2022), formulated by the Board of Directors at its meeting of November 3 rd , 2022, and prepared in accordance with accounting principles that are applicable, provide a true and fair view of the equity, financial position and results of Compañía de Distribución Integral Logista Holdings, SA, as well as of the subsidiaries included in the consolidation taken as a whole, and that the Management individual and consolidated reports, and the integrated annual report, include a fair analysis of the performance and results and the position of Compañía de Distribución Integral Logista Holdings, SA and of the subsidiaries included in the consolidation taken as a whole, as well as a description of the main risks and uncertainties they face.

Mr. Gregorio Marañón y Bertrán de Lis Chairman

Mr. Íñigo Meirás Amusco CEO

Ms. Lillian Alice Blohm Director

Ms. Cristina Garmendia Mendizábal Director

Mr. Luis Isasi Fernández de Bobadilla

Mr. Alain Minc Director

Director

Mr. John Matthew Downing Director

Mr. Richard Guy Hathaway Director

Mr. Murray Henry McGowan Director

Ms. Pilar Platero Sanz Director

Ms. Jennifer Susan Ramsey Director

Ms. María Echenique Moscoso del Prado Secretary Director

Leganés, November 3 rd , 2022

Audit Report on Financial Statements issued by an Independent Auditor

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. Financial Statements and Management Report for the year ended September 30, 2022

AUDIT REPORT ON FINANCIAL STATEMENTS ISSUED BY AN INDEPENDENT AUDITOR

Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails (See Note 15)

To the Shareholders of COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A.

Report on the financial statements

Opinion

We have audited the financial statements of COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. (the Company), which comprise the balance sheet as at September 30, 2022, the income statement, the statement of changes in equity, the statement of cash flow, and the notes thereto for the year then ended ("2022").

In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the equity and financial position of the Company as at September 30, 2021 and of its financial performance and its cash flows for the year then ended in accordance with the applicable regulatory framework for financial information in Spain (identified in Note 2.1 to the accompanying financial statements) and, specifically, the accounting principles and criteria contained therein.

Basis for opinion

We conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the Company in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the financial statements in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.

Impairment of non-current investments in Group companies and associates

Description At year-end 2022, the Company had recognized in non-current assets investments in the equity of group companies and associates amounting to 2,518 million euros, which represent 47% of the total assets.

The Company recognizes impairment losses whenever there is objective evidence that the carrying amount of said investments may not be recoverable, being the amount of the impairment loss the difference between the investment's carrying and recoverable amounts.

Recoverable amount is determined using complex estimates based on the application by Company Management of criteria, judgments, and hypotheses. We have determined this matter to be a key audit matter due to the significance of the amounts and the complexity inherent to the estimation process to determine the recoverable amount of these investments.

The information related to the criteria applied by Company Management and the principal hypotheses used in determining impairment losses from investments in group companies and associates are described in Note 4.1 to the accompanying financial statements.

Our

response Our audit procedures include, among others, the following:

► Understanding the processes established by Company Management to determine impairment on non-current investments in group companies and associates including assessment of the design and implementation of relevant controls.
► Analyzing indications of impairment and, where necessary, reviewing the model used by Company Management to determine recoverable amount in collaboration with our valuation specialists, focusing particularly on the model's mathematical coherence, the reasonableness of projected cash flows, discount rates, and long-term growth rates.
► Contrast the trading value of the Company at year-end.
► Reviewing the disclosures in the financial statements in accordance with the applicable financial reporting framework.

Other information: management report

Other information refers exclusively to the 2022 management report, the preparation of which is the responsibility of the Company's Directors and is not an integral part of the financial statements.

Our audit opinion on the financial statements does not cover the management report. Our responsibility for the management report, in conformity with prevailing audit regulations in Spain, entails:

a. Checking only that certain information included in the Corporate Governance Report and in the Board Remuneration Report, to which the Audit Law refers, was provided as stipulated by applicable regulations and, if not, disclose this fact.
b. Assessing and reporting on the consistency of the remaining information included in the management report with the financial statements, based on the knowledge of the entity obtained during the audit, in addition to evaluating and reporting on whether the content and presentation of this part of the management report are in conformity with applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to disclose this fact.

Based on the work performed, as described above, we have verified that the information referred to in paragraph a) above is provided as stipulated by applicable regulations and that the remaining information contained therein is consistent with that provided in the 2022 financial statements and its content and presentation are in conformity with applicable regulations.

Responsibilities of the Directors and the Audit and Control Committee for the financial statements

The Directors are responsible for the preparation of the accompanying financial statements so that they give a true and fair view of the equity, financial position and results of the Company, in accordance with the regulatory framework for financial information applicable to the Company in Spain, identified in Note 2.1 to the accompanying financial statements, and for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Audit and Control Committee is responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with prevailing audit regulations in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

► Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
► Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Directors.
► Conclude on the appropriateness of the Director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
► Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the Audit and Control Committee of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit and Control Committee of the Company with a statement that we have complied with relevant ethical requirements, including those related to independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit and Control Committee of the Company, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

European single electronic format

We have examined the digital file of the European single electronic format (ESEF) of COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A for the 2022 financial year, consisting of an XHTML file containing the financial statements for the year, which will form part of the annual financial report.

The directors of COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. are responsible for submitting the annual financial report for the 2022 financial year, in accordance with the formatting requirements set out in Delegated Regulation EU 2019/815 of 17 December 2018 of the European Commission (hereinafter referred to as the ESEF Regulation).

Our responsibility consists of examining the digital file prepared by the directors of the Company, in accordance with prevailing audit regulations in Spain. These standards require that we plan and perform our audit procedures to obtain reasonable assurance about whether the contents of the financial statements included in the aforementioned digital file correspond in their entirety to those of the financial statements that we have audited, and whether the financial statements and the aforementioned file have been formatted, in all material respects, in accordance with the ESEF Regulation.

In our opinion, the digital file examined corresponds in its entirety to the audited financial statements, which are presented, in all material respects, in accordance with the ESEF Regulation.

Additional report to the Audit and Control Committee

The opinion expressed in this audit report is consistent with the additional report we issued to the Audit and Control Committee on November 3, 2022.

Term of engagement

The ordinary general shareholders' meeting held on March 24, 2020 appointed us as auditors for 3 years, commencing for the year ending September 30, 2020.

ERNST & YOUNG, S.L. (Registered in the Official Register of Auditors under No. S0530)

(Signed on the original version in Spanish)

María del Tránsito Rodríguez Alonso (Registered in the Official Register of Auditors under No. 20539)

__________________________________

November 3, 2022

Compañía de Distribución Integral Logista Holdings, S.A.

Financial Statements for the year ended 30 September 2022 and Director's Report

Translation from the original issued in Spanish. In the event of discrepancy, the Spanish-language version prevails.

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. BALANCE SHEET AT 30 SEPTEMBER 2022 AND 2021 (Thousands of Euros)

ASSETS	Notes	30-09-2022	30-09-2021	EQUITY AND LIABILITIES	Notes	30-09-2022	30-09-2021
NON-CURRENT ASSETS:		2,518,074	2,517,861	EQUITY:	Note 7	1,413,446	1,391,557
Non-current investments in Group companies and associates	Note 6.1	2,518,074	2,517,861	SHAREHOLDERS' EQUITY:		1,413,446	1,391,557
Equity instruments		2,518,074	2,517,861	Share capital		26,550	26,550
				Share premium		867,808	867,808
				Reserves		398,189	283,892
				Legal reserves		5,310	5,310
				Other reserves		392,879	278,582
				Other contributions of the shareholders		5,386	5,124
				Interim dividend		(56,714)	(54,116)
				Treasury shares		(16,600)	(14,346)
				Profit for the period		188,828	276,645

				NON - CURRENT LIABILITIES:		93,528	86,791
				Deferred tax liabilities	Note 8.5	93,528	86,791

CURRENT ASSETS:		2,873,649	2,304,407	CURRENT LIABILITIES:		3,884,749	3,343,919
Current tax receivables	Note 8	1,700	55,348	Group companies and associates debt short-term	Note 10.1	3,879,097	3,338,579
Current investments in Group companies and associates	Note 10.1	2,819,671	2,247,076	Trade and other payables-		5,652	5,340
Prepayments for current assets		36	47	Payable to suppliers		1,098	1,075
Cash and cash equivalents-		52,242	1,936	Other debts with public authorities	Note 8.1	4,555	4,265
Cash		52,242	1,936
TOTAL ASSETS		5,391,723	4,822,267	TOTAL EQUITY AND LIABILITIES		5,391,723	4,822,267

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. INCOME STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2022 AND 2021 (Thousands of Euros)

	Notes	2022	2021
Revenue:		214,622	281,408
Income from investments in equity instruments	Note 9.1	192,581	271,825
Finance income on investments to Group companies and associates	Note 10.2	22,041	9,583
Finance costs:	Note 10.2	(22,369)	(11,492)
On debts to Group companies and associates		(22,369)	(11,492)
Staff costs:	Note 9.2	(1,070)	(1,052)
Wages, salaries and similar expenses		(1,070)	(1,052)
Other Operating expenses		(692)	(632)
Impairment and gains/(losses) on disposal of financial instruments	Note 6.1	223	4,551
PROFIT FROM OPERATIONS		190,714	272,783

Finance income:		4	3,952
Other		4	3,952
Exchange Gain (loss)		(14)	-
FINANCIAL LOSS		(10)	3,952
PROFIT BEFORE TAX		190,704	276,735
Income tax	Notes 8.3 & 8.4	(1,876)	(90)
PROFIT FOR THE YEAR		188,828	276,645

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2022 AND 2021 A) STATEMENT OF RECOGNISED INCOME AND EXPENSE (Thousands of Euros)

	Notes	2022	2021
PROFIT PER INCOME STATEMENT	Note 3	188,828	276,645
TOTAL INCOME AND EXPENSE RECOGNIZED DIRECTLY IN EQUITY		-	-
TOTAL TRANSFERS TO PROFIT OR LOSS		-	-
TOTAL RECOGNIZED INCOME AND EXPENSE		188,828	276,645

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2022 AND 2021 B) STATEMENT OF CHANGES IN TOTAL EQUITY (Thousands of Euros)

				Other			Profit /
	Share	Share		Contributions of	Interim	Treasury	(Loss) for
	Capital	Premium	Reserves	the Shareholders	Dividend	Shares	the Period	Total
BALANCE AT 30-09-2020	26,550	867,808	38,742	4,066	(51,569)	(10,681)	384,753	1,259,669
Total recognised income and expense	-	-	-	-	-	-	276,645	276,645
Transactions with shareholders:
Equity-instrument-based transactions (Notes 7.5 and 7.7)	-	-	(165)	1,058	-	1,283	-	2,176
Operations with treasury shares	-	-	(249)	-	-	(4,948)	-	(5,197)
Distribution of profit 2020	-	-	228,913	-	51,569	-	(384,753)	(104,271)
Interim dividends (Note 7.4)	-	-	-	-	(54,116)	-	-	(54,116)
Other equity movements	-	-	16,651	-	-	-	-	16,651
BALANCE AT 30-09-2021	26,550	867,808	283,892	5,124	(54,116)	(14,346)	276,645	1,391,557
Total recognised income and expense	-	-	-	-	-	-	188,828	188,828
Transactions with shareholders:	-	-	-	-	-	-	-	-
Equity-instrument-based transactions (Notes 7.5 and 7.7)	-	-	506	262	-	1,663	-	2,431
Operations with treasury shares	-	-	718	-	-	(3,917)	-	(3,199)
Distribution of profit 2020	-	-	113,073	-	54,116	-	(276,645)	(109,456)
Interim dividends (Note 7.4)	-	-	-	-	(56,714)	-	-	(56,714)
BALANCE AT 30-09-2022	26,550	867,808	398,189	5,386	(56,714)	(16,600)	188,828	1,413,446

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. STATEMENT OF CASH FLOW FOR THE YEAR ENDED 30 SEPTEMBER 2022 AND 2021 (Thousands of Euros)

	Notes	2022	2021
CASH FLOWS FROM OPERATING ACTIVITIES:		250,537	270,151
Profit before tax		190,704	276,735
Adjustments for-		114	(6,594)
Finance costs	Note 10.2	22,369	11,492
Finance income	Note 10.2	(22,045)	(13,535)
Valuation adjustments for impairment (+/-) Exchange gain or loss	Note 6.1	(223) 14	(4,551)
Changes in working capital-		32,929	901
Trade and other payables		(23)	309
Other current liabilities		(290)	134
Other current assets		33,242	458
Other cash flows from operating activities-		26,789	(891)
Interest paid	Note 10.2	(22,369)	(11,492)
Interest received		22,031	13,535
Collection/Payments for income tax		27,126	(2,934)
CASH FLOWS FROM FINANCING ACTIVITIES:		(200.231)	(268,252)
Payments for investments		271	(50)
Group companies and associates	Note 6	271	(50)
Proceeds and payments relating to equity instruments-	Note 7	(2,254)	(5,196)
Acquisition of treasury shares		(2,254)	(5,196)
Proceeds and payments relating to financial liability instruments	Note 10.1	(32,077)	(104,619)
Repayment of debts to group companies		(32,077)	(104,619)
Dividends payment and remuneration of other equity instruments-		(166,170)	(158,387)
Dividends payment		(166,170)	(158,387)
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS		50,306	1,899
Cash and cash equivalents at beginning of year		1,936	37
Cash and cash equivalents at end of year		52,242	1,936

Compañía de Distribución Integral Logista Holdings, S.A.

Notes to the annual Financial Statements for the year ended 30 de September de 2022

1. Company activity

Compañía de Distribución Integral Logista Holdings, S.A., was incorporated as a sociedad anónima (Spanish public limited company) on 13 May 2014, with its sole shareholder being Altadis S.A.U., a company belonging to the Imperial Brands PLC Group. On 26 May 2014, the Company was registered in the Mercantile Registry as a sole-shareholder company.

The Company's registered office is at Polígono Industrial Polvoranca, calle Trigo, número 39, Leganés (Madrid).

On 4 June 2014, the Company effected a capital increase with all shares subscribed by Altadis S.A.U. through non-monetary contribution of shares representing 100% of the share capital of Compañía de Distribución Integral Logista, S.A.U., until that time the parent company of the Logista Group, from then onwards, the Company became the Parent of the aforementioned Group.

The offering of shares in the Company came to an end on 14 July 2014, and its shares are currently listed for trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (see Note 6).

The reporting period of most of the Group companies starts on 1 October of each year and ends on 30 September of the following year. The twelve-month period ended 30 September 2022 will hereinafter be referred to as "2022"; the period ended 30 September 2021 as "2021", and so on.

The activity performed by the Company since its incorporation has been that of a holding company. The company is the Parent of a distributor and logistics operator Group, which provides various distribution channels with a wide range of value added products and services, including tobacco and tobacco byproducts, convenience goods, electronic documents and products (such as mobile phone and travel card top-ups), drugs, books, publications and lottery tickets. In order to provide these services, the Group has a complete infrastructure network, which spans the whole value chain, from picking to POS delivery.

On 22 March 2021 and 7 April 2021, respectively, and effective for accounting purposes from 1 October 2020, the simplified merger by absorption between Compañía de Distribución Integral Logista Holdings, S.A. (the Absorbing Company) and Logista Investments, S.L.U. (the Absorbing Company) was registered with the Madrid Mercantile Registry. (Absorbing Company) and the company Logista Investments, S.L.U. (Absorbed Company). (see Note 5).

The Company, as parent of a group of subsidiaries, prepares consolidated financial statements separately in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRSs). The consolidated financial statements of Logista Group for 2022 were formally prepared by its directors at the Board of Directors meeting held on 3 November 2022.

On 20 July 2021 there was a change in the majority shareholder of the Company to Imperial Tobacco Limited, an entity belonging to the Imperial Brands PLC group, which is governed by the commercial legislation in force in the United Kingdom, with registered office at 121 Winterstoke Road, Bristol BS3 2LL (United Kingdom). The consolidated financial statements of the Imperial Brands PLC group for the year ended 31 December 2021 were authorized for issue by the directors at a meeting of the board of directors held on 15 November 2021.

2. Basis of presentation of the financial statements

2.1 Regulatory financial reporting framework applicable to the Company

These financial statements were formally prepared by the Directors in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:

a. The Spanish Commercial Code and all other Spanish corporate law.
b. Law on Corporations consolidated text.
c. The Spanish National Chart of Accounts approved by Royal Decree 1514/2007 and the amendments thereto introduced by Royal Decrees 1159/2016 and 602/2016.
d. The mandatory rules approved by the Spanish Accounting and Audit Institute in order to implement the Spanish National Chart of Accounts and the relevant secondary legislation.
e. All other applicable Spanish accounting legislation.

These annual accounts, which have been prepared by the Company's Directors, will be approved by General Shareholders' Meeting, and it is expected that they will be approved without modification.

2.2 Fair presentation

The financial statements for 2022, which were obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein and, accordingly, present fairly the Company's equity, financial position, results of operations and cash flows for the corresponding period. These financial statements, which were formally prepared by the Company's Directors, will be submitted for approval by the General Meeting, and it is considered that they will be approved without any changes.

The financial statements for 2021 were approved at the Annual General Meeting held on 3 February 2022.

2.3 Accounting principles applied

The directors formally prepared these financial statements taking into account all the obligatory accounting principles and standards with a significant effect hereon.

2.4 Key issues in relation to the measurement and estimation of uncertainty

In preparing the accompanying financial statements estimates were made by the Company's Directors in order to measure certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following:

The calculation of allowances for financial assets (see Note 4.1).
The assessment of the long-term obligations to employees of the companies in the Group headed by the Company (see Note 4.4).
The assessment of the income tax expense (see Note 4.3).

Although these estimates were based on the best information available at the close of 2022, it is possible that future events may require these to be raised or lowered in the coming years. This would be done prospectively, recognising the effects of the changes in accounting estimates in the relevant future financial statements.

2.5 Comparative information

The information relating to 2021 included in these notes to the financial statements is presented solely for comparison purposes with that relating to 2022.

On January 30, 2021, Royal Decree 1/2021, of January 12, 2021, was published, amending the General Accounting Plan approved by Royal Decree 1514/2007, of November 16. The changes to the General Accounting Plan apply to the years beginning on or after January 1, 2021 and focus mainly on the criteria for recognition, valuation, and disclosure of income and financial instruments, with the following detail:

• Financial instruments

The changes produced have not significantly affected these annual accounts.

• Revenue recognition

The changes that have occurred have significantly affected these annual accounts.

2.6 Grouping of items

Certain items in the balance sheet, income statement, statement of changes in equity and statement of cash flows are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the financial statements.

2.7 Materiality

In preparing these financial statements the Company omitted any information or disclosures which, not requiring disclosure due to their qualitative importance, were considered not to be material in accordance with the concept of Materiality defined in the conceptual framework applicable to the Company.

2.8 Going Concern

At 30 September 2022 the Company had negative working capital 1,011 million of Euros (1,039 million of Euros at 30 September 2021). However, practically all of the current liabilities relate to debts with Group companies that could be increased, and the Company's directors consider that the cash flows generated by the Company and the financing facilities available with the Group companies Imperial Brands Finance PLC and Compañía de Distribución Integral Logista, S.A.U. are sufficient to meet the current liabilities (see Note 10). Accordingly, the Directors of the Company have prepared the annual accounts on a going concern basis.

3. Distribution of profit

The proposed distribution of the profit for 2022, amounting to 188,828 thousand of euros, that the Company's Directors will submit for approval by the shareholders at the Annual General Meeting is as follows:

	Thousands of Euros
To voluntary reserves Dividends Interim dividend (Note 7.4)	6,001 126,113 56,714
	188,828

In accordance with the regulations in force, the Company assessed the liquidity status at the date of approval of the interim dividend. Based on this assessment, on 20 July 2022 the Board of Directors, on the basis of the net profit recorded as at 30 June 2022 of 84,6 million of euros, considered sufficient for the payment of the approved interim dividend,.

4. Accounting policies and measurement bases

The principal accounting policies and measurement bases used by the Company in preparing its financial statements for 2022, in accordance with the Spanish National Chart of Accounts, were as follows:

4.1 Financial instruments

The Company recognizes a financial instrument on the balance sheet when it becomes an obligated party to the contract or legal transaction in accordance with the provisions thereof, either as issuer or as an investor or acquirer. Financial instruments are recognized on the balance sheet when it becomes an obligated party to the contract or legal transaction in accordance with the provisions thereof, either as an issuer or as an investor or acquirer of the contract.

4.1.i Financial assets

Classification and valuation

At the time of initial recognition, the Company classifies all financial assets into one of the categories listed below, which determines the applicable initial and subsequent valuation method:

Financial assets at fair value with changes in the income statement
Financial assets at amortized cost
Financial assets at fair value with changes in equity
Financial assets at cost

Financial assets at fair value with changes in equity

Financial assets that meet the following conditions are included:

The financial instrument is not held for trading and should not be classified at amortized cost.
The contractual characteristics of the financial asset give rise, on specified dates, to cash flows that are only charges of principal and interest on the amount of outstanding principal.

In addition, the Company has the option of classifying (irrevocably) in this category investments in equity instruments, as long as they are not held for trading, nor should be valued at cost (see cost category below).

Financial assets included in this category are initially measured at fair value, which, unless evidenced otherwise, is assumed to be the transaction price, which equals the fair value of the consideration delivered, plus any transaction costs directly attributable to them. That is, the inherent transaction costs are capitalized.

The subsequent valuation is at fair value, without deducting the transaction costs that could be incurred in its disposal. Changes in fair value are recorded directly in equity until the financial asset is derecognized or deteriorates, at which point the amount thus recognized is charged to the profit and loss account.

Valuation adjustments for impairment and gains and losses resulting from exchange differences in foreign currency monetary financial assets are recorded in the profit and loss account and not in equity.

The amount of interest, calculated according to the effective interest rate method, and dividends accrued (financial income) are also recorded in the income statement.

Financial assets at cost

The Company includes in this category, in any case:

a) Investments in equity of group, multigroup and associated companies (in the individual financial statements).

b) Other investments in equity instruments whose fair value cannot be determined by reference to a price quoted on an active market for an identical instrument, or cannot be reliably estimated, and derivatives underlying those investments.

c) Hybrid financial assets whose fair value cannot be reliably estimated, unless the requirements for accounting for them at amortized cost are met.

d) Contributions made as a result of a contract of joint accounts and similar.

e) Participative loans whose interest is contingent, either because a fixed or variable interest rate is agreed conditional on the fulfillment of a milestone in the borrowing company (for example, the obtaining of profits), or because they are calculated exclusively by reference to the evolution of the activity of said company.

f) Any other financial asset that should initially be classified in the fair value portfolio with changes in the profit and loss account where it is not possible to obtain a reliable estimate of its fair value.

Investments included in this category are initially measured at cost, which is equivalent to the fair value of the consideration delivered plus any transaction costs directly attributable to them. That is, the inherent transaction costs are capitalized.

In the case of investments in group companies, if there is an investment prior to its classification as a group, multi-group or associated company, the cost of that investment will be considered as the book value that it should have immediately before the company becomes that classification.

The subsequent valuation is also at cost, less, where appropriate, the cumulative amount of valuation adjustments for impairment.

The contributions made because of a joint account and similar contracts are valued at the cost, increased or decreased by the profit or loss, respectively, that correspond to the company as a nonmanaging participant, and less, where appropriate, the accumulated amount of the valuation adjustments for impairment.

The same criterion applies to participative loans whose interest is contingent, either because a fixed or variable interest rate is agreed conditional on the fulfillment of a milestone in the borrowing company (for example, the obtaining of profits), or because they are calculated exclusively by reference to the evolution of the activity of the aforementioned company. If, in addition to contingent interest, irrevocable fixed interest is agreed, the latter is recorded as financial income based on its accrual. Transaction costs are charged to the profit and loss account linearly over the life of the participative loan.

Balance sheet deregistration of financial assets

The Company deregisters a financial asset from its balance sheet when:

Contractual rights to the cash flows of the asset expire. In this sense, a financial asset is deregistered when it has matured, and the Company has received the corresponding amount.
The contractual rights to the cash flows of the financial asset have been transferred. In this case, the financial asset is decommissioned when the risks and profits inherent in its ownership have been substantially transferred. In particular, in sales transactions with a repurchase agreement, factoring and securitization, the financial asset is deregistered once the Company's exposure, before and after the disposal, to the change in the amounts and timing of the net cash flows of the transferred assets has been compared, It follows that the risks and benefits have been transferred.

After the analysis of the risks and benefits, the Company records the deregistration of financial assets according to the following situations:

a) The risks and benefits inherent in the ownership of the asset have been substantially transferred. The transferred asset is derecognized from the balance sheet and the Company recognizes the result of the transaction: the difference between the consideration received net of attributable transaction costs (considering any new assets obtained less any liabilities assumed) and the carrying amount of the financial asset, plus any accumulated amounts that have been recognized directly in equity.

b) The risks and benefits inherent in the ownership of the asset have been substantially retained by the Company. The financial asset is not written off and a financial liability is recognized for the same amount as the consideration received.

c) The risks and rewards inherent in the ownership of the asset have not been substantially transferred or retained. In this case, there are two possible situations:

o Control is transferred (the assignee has the practical ability to re-transfer the asset to a third party): the asset is written off.

o Control is not transferred (the transferee does not have the practical capacity to transfer the asset back to a third party): the Company continues to recognize the asset for the amount to which it is exposed to changes in the value of the transferred asset, i.e. its continued involvement, and must recognize an associated liability.

Impairment of financial assets

Fair value equity instruments with changes in equity

In this type of investment, the Company assumes that the instrument has been impaired due to a drop of one and a half year, or forty percent in its price, without the recovery of its value, without prejudice to the fact that it may be necessary to recognize a loss due to impairment before this period has elapsed or the price has fallen by the aforementioned percentage.

Impairment value adjustments are recognized as an expense in the profit and loss account

If the fair value increases, the valuation adjustment recognized in previous periods does not revert to the profit and loss account and the increase in fair value is recorded directly against equity.

Financial assets at cost

In this case, the amount of the valuation adjustment is the difference between its carrying amount and the recoverable amount, understood as the greater of its fair value less selling costs and the present value of the future cash flows derived from the investment, which in the case of equity instruments are calculated, either by estimating those expected to be received as a result of the distribution of dividends made by the investee company and the disposal, or de-registration in accounts of the investment in it, or by estimating its participation in the cash flows expected to be generated by the investee company, arising both from its ordinary activities and from its disposal or deregistration in accounts. Unless there is better evidence of the recoverable amount of investments in equity instruments, the estimate of impairment loss for this asset class is calculated based on the investee's equity and the tacit capital gains existing at the valuation date, net of the tax effect.

The recognition of valuation adjustments for impairment and, where appropriate, their reversal, are recorded as an expense or income, respectively, in the profit and loss account. The impairment reversal is limited to the carrying amount of the investment that would be recognized on the reversal date if the impairment had not been recorded.

Interest and dividends received on financial assets

Interest and dividends on financial assets accrued after the time of acquisition are recorded as income in the profit and loss account. Interest is recognized using the effective interest rate method and dividends when entitlement to receive it is declared.

If the dividends distributed come unequivocally from results generated prior to the acquisition date because amounts greater than the profits generated by the investee since the acquisition have been distributed, they will not be recognized as income, and will reduce the book value of the investment. The judgment on whether profits have been generated by the investee will be made exclusively on the basis of the profits recorded in the individual profit and loss account from the date of acquisition unless the distribution against said profits must undoubtedly be qualified as a recovery of the investment from the perspective of the entity receiving the dividend.

Investments in the equity of Group companies

Group companies are considered to be those linked to the Company by a relationship of control.

These investments are recorded by their cost or contribution value, reduced, where appropriate, by the cumulative amount of valuation adjustments for impairment. The criterion used to value the shares received through a non-monetary contribution made by Altadis, S.A.U. (former majority shareholder of the Company) was to maintain the value at which the shares contributed were recorded in the individual financial statements of the contributing company at the date of the contribution.

Where applicable, valuation adjustments are calculated as the difference between their carrying amount and the recoverable amount, understood as the greater of their fair value less selling costs and the present value of future cash flows derived from the investment.

Value in use is calculated from an estimate of the cash flows that each cash-generating unit will generate in the future, discounted at a rate that reflects the current cost of money and the specific risks associated with the asset. Fair value means the value at which the asset in question could be disposed of under normal conditions and is determined on the basis of market information, comparable transactions, etc.

Valuation adjustments for impairment and, where applicable, their reversal are recorded as an expense or income, respectively, in the profit and loss account.

The Company uses the budgets and business plans of the cash-generating unit to which the assets are assigned. The key assumptions on which budgets and business plans are built, which generally cover a period of three years, are determined according to each type of business, and are based on experience and knowledge of the evolution of each of the markets in which the Group operates.

The extrapolation of the estimated cash flows for the period not covered by the business plan is carried out maintaining a zero growth rate and an expense structure similar to that of the last year of the business plan.

The most relevant assumptions used in testing for impairment were as follows:

	2022		2021
	Discount	Growth Rate	Discount	Growth Rate
	Rate		Rate

Iberia, tobacco and related products	9,68%	0,00%	8,36%	0,00%
Italy, tobacco and related products	10,65%	0,00%	9,20%	0,00%
Francia, tobacco and related products	7,86%	0,00%	6,45%	0,00%
Iberia, trasportation	10,84%	0,00%	7,57%	0,00%
Iberia, other businesses: Pharma	8,29%	0,00%	7,24%	0,00%

The discount rate applied is usually a pre-tax measurement based on the risk-free rate for 10-year bonds issued by the governments in the relevant markets, adjusted by a risk premium to reflect the increase in the risk of the investment based on the country in question and the systematic risk of the Company.

The parameters considered in defining the foregoing discount rates were as follows:

Risk-free bonds: 10-year bonds in the benchmark market of the CGU (Cash-Generating Unit).
Market risk premium: year-on-year average risk Premium in each country in which the Group is presented.
Unleveraged Beta: industry average, on a case-by-case basis.
Debt/equity ratio: industry average.

As of September 30, 2022, the Company's Directors have concluded that there is an impairment in the entity Logista Payments, S.L.U. for an amount of 47 thousand euros. In addition, the impairment recorded in Logista Polska, S.p.Z.o.o. has been reversed for an amount of 270 thousand euros (See Note 6.1).

As of September 30, 2021, the Company's Directors concluded that there was an impairment in the entities Logista Polska, S.p.Z.o.o. and Logista Payments, S.L.U. for an amount of 198 thousand euros and 36 thousand euros, respectively. In addition, impairments were recorded in Logista France Holdings, S.A.S. for an amount of €3,314 thousand, as well as the provision of other liabilities transferred from the simplified merger and division operation (see Note 5) amounting to €1,471 thousand. (See Note 6.1).

Deregistration of financial assets

The Company deregisters a financial asset from its balance sheet when:

Contractual rights to the cash flows of the asset expire. In this sense, a financial asset is deregistered when it has matured, and the Company has received the corresponding amount.
The contractual rights to the cash flows of the financial asset have been transferred. In this case, the financial asset is decommissioned when the risks and rewards inherent in its ownership have been substantially transferred. In particular, in sales transactions with a repurchase agreement, factoring and securitization, the financial asset is deregistered once the Company's exposure, before and after the disposal, to the change in the amounts and timing of the net cash flows of the transferred assets has been compared, It follows that the risks and benefits have been transferred.

After the analysis of the risks and benefits, the Company records the deregistration of financial assets according to the following situations:

c) The risks and benefits inherent in the ownership of the asset have not been substantially transferred or retained. In this case, there are, in turn, two possible situations:

o Control is transferred (the assignee has the practical ability to re-transfer the asset to a third party): the asset is deregistered.

o Control is not transferred (the transferee does not have the practical capacity to transfer the asset back to a third party): the Company continues recognizing the asset for the amount to which it is exposed to changes in the value of the transferred asset, i.e. its continued involvement, and it must recognize an associated liability.

Impairment of financial assets

Debt instruments at amortized cost or fair value with changes in equity

At least at year-end, the Company analyses whether there is objective evidence that the value of a financial asset, or a group of financial assets with similar collectively valued risk characteristics, has been impaired as a result of one or more events that occurred after its initial recognition and that cause a reduction or delay in estimated future cash flows, which may be motivated by the insolvency of the debtor.

Where such evidence exists, impairment loss is calculated as the difference between the carrying amount and the present value of future cash flows, including, where applicable, those from the enforcement of collateral and personal security, which are expected to generate, discounted at the effective interest rate calculated at the time of initial recognition. For financial assets at a variable interest rate, the effective interest rate corresponding to the closing date of the annual accounts is used in accordance with the contractual conditions. In calculating impairment losses on a group of financial assets, the Company uses models based on statistical formulas or methods.

Impairment adjustments, as well as their reversal when the amount of such loss decreases due to causes related to a subsequent event, are recognized as an expense or income, respectively, in the profit and loss account. The impairment reversal is limited to the carrying amount of the asset that would be recognized on the reversal date if the impairment had not been recorded.

As a substitute for the present value of future cash flows, the Company uses the market value of the instrument, if it is sufficiently reliable to be considered representative of the instrument.

For fair value assets with change in equity, accumulated losses recognized in equity due to a decrease in fair value, provided that there is objective evidence of impairment in the value of the asset, are recognized in the income statement.

Financial assets at cost

In this case, the amount of the valuation adjustment is the difference between its carrying amount and the recoverable amount, understood as the higher of its fair value less selling costs, and the present value of the future cash flows derived from the investment, which in the case of equity instruments are calculated, either by estimating those expected to be received as a result of the distribution of dividends made by the investee company and the disposal or de-registration in accounts of the investment in it, or by estimating its participation in the cash flows expected to be generated by the investee company, arising both from its ordinary activities and from its disposal or deregistration in accounts. Unless there is better evidence of the recoverable amount of investments in equity instruments, the estimate of impairment loss for this asset class is calculated on the basis of the investee's equity and the tacit capital gains existing at the valuation date, net of the tax effect.

Interest and dividends received on financial assets

If the dividends distributed come unequivocally from results generated prior to the acquisition date because amounts greater than the profits generated by the investee since the acquisition have been distributed, they will not be recognized as income, and will reduce the book value of the investment. The judgment on whether profits have been generated by the investee will be made exclusively on the basis of the profits recorded in the individual profit and loss account from the date of acquisition, unless the distribution against said profits must undoubtedly be qualified as a recovery of the investment from the perspective of the entity receiving the dividend.

Cash and cash equivalents

Cash includes both cash and demand deposits.

The Company derecognizes a financial asset when it matures and collection is made or when the rights to the future cash flows have been transferred and substantially all the risks and rewards of ownership of the financial asset have been transferred.

4.1.ii Financial liabilities

Classification and valuation

At the time of initial recognition, the Company classifies all financial liabilities into one of the categories listed below:

Financial liabilities at amortized cost
Financial liabilities at fair value with changes in the income statement

Financial liabilities at amortized cost

The Company classifies all financial liabilities in this category except when they are to be measured at fair value with changes in the profit and loss account.

Generally, this category includes commercial transaction debits ("suppliers") and non-commercial transaction debits ("other creditors").

Participative loans that have the characteristics of an ordinary or common loan are also included in this category without prejudice to the operation being agreed at a zero or below-market interest rate.

Financial liabilities included in this category are initially measured at fair value, which, unless evidenced otherwise, is considered to be the transaction price, which equals the fair value of the consideration received adjusted for the transaction costs directly attributable to them. That is, the inherent transaction costs are capitalized.

However, debts for commercial transactions maturing not exceeding one year and not having a contractual interest rate, as well as disbursements required by third parties on units, the amount of which is expected to be paid in the short term, are valued at their nominal value, when the effect of not updating cash flows is not material.

For the subsequent valuation, the amortized cost method is used. Accrued interest is recorded in the profit and loss account (financial expense), using the effective interest rate method.

However, debts with a maturity not exceeding one year which, in accordance with the provisions above, are initially valued at their nominal value, will continue to be valued at that amount.

Contributions received as a result of a joint account contract and the like are valued at cost, plus or decrease by profit or loss, respectively, to be attributed to non-managing unit-holders.

The same criterion applies to participative loans whose interest is contingent, either because a fixed or variable interest rate is agreed conditional on the fulfillment of a milestone in the borrowing company (for example, the making of profits), or because they are calculated exclusively by reference to the evolution of the activity of the aforementioned company. Financial charges are recognized in the profit and loss account on an accrual basis and transaction costs shall be charged to the profit and loss account on a financial basis or, if not applicable, on a straight-line basis over the life of the equity loan.

Reduction of balance sheet of financial liabilities

The Company deregisters from the balance sheet a previously recognized financial liability when any of the following circumstances occur:

The obligation has been extinguished because payment has been made to the creditor to cancel the debt (through payments in cash or other goods or services), or because the debtor is legally relieved of any responsibility over the liability.
Financial liabilities are acquired, even with the intention of allocating them in the future.
There is an exchange of debt instruments between the lender and the borrower, as long as they have substantially different conditions, recognizing the new financial liability that arises; In the same way, there is a substantial modification of the current conditions of a financial liability, as indicated for debt restructurings.

The write-down of a financial liability is carried out as follows: the difference between the carrying amount of the financial liability (or the part thereof that has been written off) and the consideration paid, including attributable transaction costs, and in which any assets transferred other than the cash or liability assumed must also be collected, it is recognized in the profit and loss account for the period in which it takes place.

Fair value

Fair value is the price that would be received for the sale of an asset or paid to transfer or cancel a liability through an orderly transaction between market participants on the valuation date. Fair value shall be determined without deduction for transaction costs that may be incurred by reason of disposal or disposal by other means. In no case does it have the character of fair value that it is the result of a forced, urgent transaction or as a result of an involuntary liquidation situation.

Fair value is estimated for a certain date and because market conditions may vary over time, that value may be inappropriate for another date. In addition, when estimating fair value, an enterprise considers the conditions of the asset or liability that market participants would take into account when pricing the asset or liability at the valuation date.

In general, fair value is calculated by reference to a reliable market value. For those elements for which there is an active market, fair value is obtained, where appropriate, through the application of valuation models and techniques. Valuation models and techniques include the use of references to recent transactions under conditions of mutual independence between interested parties and duly informed, if available, as well as references to the fair value of other assets that are substantially the same, discounting methods of estimated future cash flows and models generally used to value options.

In any case, the valuation techniques used are consistent with the methodologies accepted and used by the market for pricing, using, if any, the one that has been shown to obtain more realistic price estimates. They also consider the use of observable market data and other factors that their participants would consider when setting the price, limiting as much as possible the use of subjective considerations and unobservable or verifiable data.

The Company evaluates the effectiveness of the valuation techniques it uses on a periodic basis, using as a reference the observable prices of recent transactions in the same asset that is valued or using prices based on observable market data or indices that are available and applicable.

In this way, a hierarchy is deduced in the variables used in the determination of fair value and a fair value hierarchy is established that allows the estimates to be classified into three levels:

Level 1: estimates using unadjusted quoted prices in active markets for identical assets or liabilities, which the company can access on the valuation date.
Level 2: estimates using quoted prices in active markets for similar instruments or other valuation methodologies in which all significant variables are based on directly or indirectly observable market data.
Level 3: estimates in which some significant variable is not based on observable market data.

A fair value estimate is classified at the same level of the fair value hierarchy as the lower-level variable that is material to the valuation outcome. For these purposes, a significant variable is one that has a decisive influence on the result of the estimate. The assessment of the importance of a particular variable for the estimation takes into account the specific conditions of the asset or liability being valued.

4.2 Revenue and expense recognition

Revenue and expenses are recognized on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes.

Interest income from financial assets is recognized using the effective interest method and dividend income is recognized when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognized as income in the income statement.

In accordance with the Resolution of the Spanish Accounting and Auditing Institute (I.C.A.C.) 79/2009 Consultation 2, on the classification in the individual annual accounts of the income and expenses of a holding company, whose principal activity is the holding of investments and the financing of the operations carried out by its investees, the Company classifies the income and expenses arising from the holding of financial instruments (dividends, interest and financial expenses associated with the financing of investees, changes in the fair value of financial instruments, impairment losses and results on disposal) as operating profit or loss.

4.3 Income tax

Tax expense (or tax income) comprises current tax expense (or current tax income) and deferred tax expense (or deferred tax income).

The current income tax expense is the amount payable by the Company as a result of income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and prepayments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current income tax expense.

The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carry forwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is realised, or the liability is settled.

In general, deferred tax liabilities are recognised for all taxable temporary differences. However, deferred tax assets are recognised to the extent that it is considered probable that the Company will have taxable profits in the future against which the deferred tax assets can be utilised.

Deferred tax assets and liabilities arising from transactions charged or credited directly to equity are also recognised in equity.

The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits.

From 2017 onwards, the Company is the parent of the tax group, with tax Group number 548/17 assigned.

4.4 Pension and other employee benefit obligations

On 20 December 2016, the Board of Directors of the Company approved the long-term incentive plan (the General Plan and the Special Plan), for the period from 2017 to 2022, implemented in three blocks of three years each, with the first block starting on 1 October 2017.

On January 29, 2019, the Board of Directors approved the list of beneficiaries of the second block, with 60 beneficiaries included in the General Plan and 9 beneficiaries considered in the Special Plan. The estimated total cost of the second block of the plan amounted to 3,240 thousand euros. This second Consolidation Period closed on September 30, 2021 with a total of 76,440 shares delivered in December 2021 for a total cost of 1,293 thousand euros. These shares were delivered in some cases net of personal income tax.

On 28 January 2020, the Board of Directors approved the list of beneficiaries of the third block, with 62 beneficiaries included in the General Plan and 9 beneficiaries considered in the Special Plan. The total estimated cost of the third block of the plan amounts to 3,023 thousand euros.

On 26 November 2019, the Company's Board of Directors approved the Logista Group's 2020-2025 Long-Term Incentive Plan (the General Plan and the Special Plan), which accrues from 1 October 2020 and matures on 30 September 2025 and is implemented in three three-year blocks, with settlements occurring at the end of each block. This Plan was replaced by the 2020 Plan, which the Board of Directors approved on 28 January 2020, configuring it as an extension of the old 2017 Plan. This Plan was launched by the Board of Directors on 27 October 2020, with a single vesting period ending on 30 September 2023, with a list of beneficiaries and a maximum number of shares to be distributed for the vesting period 2021-2023 of 62 beneficiaries for the General Plan and 11 beneficiaries for the Special Plan, amounting to 2,812 thousand euros.

On February 4, 2021, the Board of Directors of the Company approved the Long-Term Incentive Plan structured in three overlapping cycles of three years each. On November 4, 2021, the Board of Directors of the Company approved the list of beneficiaries of the first block, with 62 beneficiaries and for an estimated total cost of 3,275 thousand euros.

The Company holds 734,561 treasury shares to cover the incentive plans in force.

On September 22, 2021, the Board of Directors of the Company approved the purchase of treasury shares up to a maximum of 233,000 shares and until October 1, 2022, to cover the new incentive plan that was approved in November 2021.

Finally, on September 27, 2022, the Board of Directors of the Company approved the purchase of treasury shares up to a maximum of 141,000 shares and until October 1, 2023 to cover the new incentive plan that will be approved in November 2022.

4.5 Related party transactions

The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company's Directors consider that there are no material risks in this connection that might give rise to significant liabilities in the future.

In mergers and divisions of a business, the items acquired are generally valued at the amounts at which they were recorded in the individual annual accounts of the transferring company.

4.6 Environmental assets and liabilities

Environmental assets are deemed to be assets used on a lasting basis in the Company's operations whose main purpose is to minimize environmental impact and protect and improve the environment, including the reduction or elimination of future pollution.

Because of their nature, the Company's business activity does not have a significant environmental impact.

4.7 Current and Non-current classification

Current assets are assets associated with the normal operating cycle, which in general is considered to be one year; other assets which are expected to mature, be disposed of or be realized within twelve months from the end of the reporting period, held-for-trading financial assets, and cash and cash equivalents. Assets that do not meet these requirements are classified as non-current assets.

Similarly, current liabilities are liabilities associated with the normal operating cycle, held-for-trading financial liabilities and, in general, all obligations that will mature or be extinguished at short term. All other liabilities are classified as non-current liabilities.

4.8 Revenue

In accordance with the Resolution of the Spanish Accounting and Audit Institute (I.C.A.C.) 79/2009 Consultation 2, regarding the classification in the individual annual accounts of the income and expenses of a holding company, whose main activity is the holding of shares and the financing of the operations carried out by its investees, the Company classifies dividend income and interest accrued on financing granted to its investees under the heading "Revenue" in the income statement.

5. Merger by absorption

Simultaneous partial demerger and simplified merger by absorption

On 18 December 2020, the Board of Directors of the Company unanimously approved the common plan for the partial demerger of Compañía de Distribución Integral Logista, S.A.U. (" Demerged Company") in favour of Logista Investments, S.L.U. ("Grantee Company or Absorbed Company") and the simultaneous simplified merger between Compañía de Distribución Integral Logista Holdings, S.A. (the "Acquiring Company") and the absorbed Company, approved by the members of the Board of Directors of the acquiring Company and by the Sole Shareholder of the Absorbed Company, all within the framework of the reorganisation of the current corporate structure of the Logista Group.

On 3 March 2021, the deed of partial split and simultaneous simplified merger by absorption was executed and signed, through the partial split of Compañía de Distribución Integral Logista, S.A.U. ("demerged Company") in favour of Logista Investments, S.L.U. ("Grantee Company or Absorbed Company") and simultaneous simplified merger between Compañía de Distribución Integral Logista Holdings, S.A. ("the Absorbing company") and the absorbed Company (see Note 1 of these financial statements).

In order to comply with the provisions of article 86 of the Corporate Income Tax Law, the Company states that, in relation to the operations described above, carried out in the year ended September 30, 2021, the accounting and tax entries that must be included in the annual report appear in the annual accounts referring to that year.

Due to its special relevance, the Company states that, in the year ended September 30, 2021, and as a result of the partial division and merger by simultaneous simplified absorption, by virtue of the universal succession, the Company acquired the tax rights and obligations of the transferor, which include the right to deduct the financial goodwill arising between 2004 and 2006, corresponding to the purchase of Etinera S.P.A. (now Logista Italia) in accordance with the applicable tax rules, the deferred tax liability corresponding to this concept is also transferred.

The operations were carried out under Law 3/2009, on structural modifications of commercial companies and the Special Regime for mergers, divisions, contributions of assets, exchange of securities and change of registered office of a European Company or a European Cooperative Society from one Member State to another of the European Union.

The Company is the beneficiary of the assets and liabilities received, as well as the contractual position in each one of the contracts and/or obligations, acquiring both rights and obligations.

The detail of the assets and liabilities of the Absorbed Company is as follows:

(Thousand of Euros)	Note	1 October 2020

NON CURRENT ASSETS
Long-term investments in group and associated companies	6	1,558,517
CURRENT ASSETS
Short-term investments in group companies and associates	10	1,887,264
TOTAL ASSETS		3,445,781
NON CURRENT LIABILITIES
Deferred tax liabilities	8.5	80,055
Provision for other long-term liabilities	6.1	1,471
CURRENT LIABILITIES
Short-term liabilities to group and associated companies	10	3,330,056
TOTAL LIABILITIES		3,411,582

As a result of these operations, a decrease in the value of the investment held in Compañía de Distribución Integral Logista, S.A.U. of 34,199 thousand of euros was recorded (see Note 6.1).

Demerger - Portugal

On 19 January 2021, the Company approved the project for the partial spin-off of Compañía de Distribución Integral Logista, S.A.U. ("demerged Company"), with the consequent transfer, without being extinguished, of part of the Company's assets and liabilities, which are concentrated in three independent and autonomous economic units, to the Portuguese company CDIL Companhia de Distribuicao Integral Logista Portugal, S.A. ("beneficiary Company"), which will acquire, by universal succession, all the rights and obligations inherent to the part of the assets and liabilities to be split.

The transactions have been carried out under the special regime for mergers, spin-offs, contributions of assets, exchange of securities and change of registered office of a European Company or a European Cooperative Society from one Member State to another Member State of the European Union.

Notwithstanding the above-mentioned deeds of both demerger and merger projects were registered in the Commercial Register on 22 March 2021 and 7 April 2021. The date from which the transactions would take effect for accounting purposes is 1 October 2020, i.e. back to the first day of the financial year in which the transactions are approved.

Both reorganization operations are aimed at reorganizing the Group's companies in order to adapt the legal form and corporate structure of the group to the underlying material reality of the different lines of business that are more efficient after the restructuring so that, on the one hand, Compañía de Distribución Integral Logista Holdings, S.A. is allowed to act as a holding company directly in the other companies by acquiring stakes in the companies previously owned by Compañía de Distribución Integral Logista Holdings, S.A.U., to act as a holding company directly in the other companies by acquiring the shares in the companies previously owned by Compañía de Distribución Integral Logista S.A.U. And, on the other hand, the objective of protecting the businesses developed by the different companies is achieved, guaranteeing their continuity and independence, in particular (i) for the main business developed by the spun-off company, Compañía de Distribución Integral Logista S.A.U., and (ii) for Portugal, with the subsidiarisation of the branch.

6. Financial assets

6.1 Non-current investments in Group companies

The detail of "Non-Current Investments in Group companies and associates" at 30 September 2022 and 2021 is as follows:

	2022

	Thousand of euros
	30.09.2021	Additions	Disposals	30.09.2022

Cost:
Equity investments	2,534,603	2,628	(2,637)	2,534,593
Total cost:	2,534,603	2,628	(2,637)	2,534,593
Impairment / Reversals	(16,742)	(47)	270	(16,519)
Total non-current investments	2,517,861	2,581	(2,367)	2,518,074

	Thousand of Euros
	30.09.20	Additions by merger (Note 5)	Additions	Disposals	30.09.21

Cost:
Equity Investments	972,703	1,578,339	19,092	(35,531)	2,534,603
Total cost:	972,703	1,578,339	19,092	(35,531)	2,534,603
Impairment / Reversals	-	(19,822)	(234)	3,314	(16,742)
Total non-current investments	972,703	1,558,517	18,858	(32,217)	2,517,861

During 2022, the Company has recognized as the highest value of its investment in Compañía de Distribución Integral Logista, S.A.U. the amount accrued by the long-term incentive plans for an amount of 2,628 thousand euros (2,391 thousand euros in 2021) and as a lower value the liquidation of the second Consolidation Period of the 2017 Incentive Plan plus the shares of the other two Incentive Plans in force, for an amount of 2,366 thousand euros (in 2021 the highest value of the investment was 1,333 thousand euros) (see Note 4.4).

As of September 30, 2022, the Company's Directors have concluded that there is an impairment in the entity Logista Payments, S.L.U. for an amount of 47 thousand euros. Additionally, the impairment recorded in Logista Polska, S.p.Z.o.o. has been reversed for an amount of 270 thousand euros.

On February 22, 2022, the Board of Directors of the Company approved and signed a private agreement agreement and sale of shares of Compañía de Distribuidora del Noroeste, S.L. ("Acquired Company") in favor of Compañía de Distribución Integral de Publicaciones Logista, S.L.U. ("Acquiring Company") between Compañía de Distribución Integral Logista Holdings, S.A. (Shareholder) and the Acquiring Company, approved by the members of the Board of Directors of the Acquiring Company and by the Shareholder of the Acquired Company, all within the framework of the reorganization of the current corporate structure of the Logista Group.

As of September 30, 2022, as a result of this operation, the company has registered the sale of 25,000 shares of Compañía de Distribuidora del Noroeste, S.L. ("Acquired Company") in favor of Compañía de Distribución Integral de Publicaciones Logista, S.L.U. ("Acquiring Company") for an amount of 271 thousand euros.

As explained in Note 5, the Company carried out business reorganization operations in 2021.

On November 11, 2020, the Company proceeded to the constitution of the company CDIL-Companhia Distribuiçao Integral Logista, S.A. with a share capital of 50 thousand euros. The company's corporate purpose is the marketing, purchase and sale, including the import and export of storage and distribution of tobacco and other products related to it, carrying out all of its activity in Portugal.

On June 14, 2021, the Company agreed, as Sole Partner of its investee Dronas 2002, S.L.U., the distribution of an interim dividend in kind for the 2020-2021 financial year of Dronas 2002, S.L.U. for a total amount of 16,651 thousand euros consisting of the transfer of all the shares valued at book value that Dronas 2002,S.L.U. owns over the companies Logista Pharma, S.A.U. and Logista Pharma Canarias, S.A.U., with an amount of 14,994 thousand euros and 1,657 thousand euros, respectively. The agreed transmission has had full effect from 2 June 2021. This interim dividend in kind has been recorded against Equity on the basis of the applicable accounting regulations.

As of September 30, 2021, the Company recorded a reversal of the impairment of the stake in Logista France Holdings, S.A.S. for an amount of 3,314 thousand euros. In addition, it reversed the provision of other liabilities transferred since the simplified spin-off and merger operation (see Note 5) for an amount of €1,471 thousand.

As of September 30, 2021, the Company's Directors concluded that there was an impairment in the entities Logesta Polska, S.p.Z.o.o and Logista Payments, S.L.U. for an amount of 198 thousand euros and 36 thousand euros, respectively.

The most significant information relating to the Group company as at 30 September 2022 and 2021, in individual data, is as follows:

	Direct % Ownership		Thousand of Euros
	Address			Data of the Companies					Carrying Value
Company					Profit for the Year					Reversal /
		Direct	Indirect	Share Capital	Operating Profit	Profit	Reserves and Other	Total Equity	Cost	(Impairment) in the Year	Acummulated Impariment
Compañía de Distribución Integral Logista S.A.U (*)	Madrid	100	-	26,550	71,801	64,045	120,088	210,684	939,824	-	-
Logista-Dis, S.A.U. () Dronas 2002, S.L.U. ()	Madrid Barcelona	100 100	- -	902 12,562	6,317 23,365	4,323 18,926	178 (5,326)	5,402 26,162	1,202 21,293	- -	- -
Logesta Gestión de Transporte, S.A.U. (*)	Madrid	100	-	1,000	1,836	3,352	(128)	4,224	4,510	-	-
La Mancha 2000, S.A.U. (*) Compañía de Distribución Integral	Guadalajara	100	-	1,352 1,100	222 188	176 348	338 1,329	1,866 2,777	1,352 1,929	-	-
de Publicaciones Logista,S.L.U. (*)	Madrid	100	-							-	(1,929)
Logista Libros, S.L. (*)	Guadalajara	50	-	500	7,578	5,594	5,073	11,168	1,490	-	-
Logista Payments, S.L.U.	Madrid	100	-	200	(62)	(47)	(36)	117	200	(47)	(83)
CDIL-Companhia de Distribuiçao Integral Logista, S.A. (*)	Portugal	100		50	5,256	11,252	28,100	39,401	50	-	-
Logista Pharma, S.A.U.(*)	Barcelona	100	-	4,368	12,747	9,580	(3,092)	10,856	14,994	-	-
Logista Pharma Canarias, S.A.U. (*)	Barcelona	100	-	120	1,185	899	(45)	975	1,657	-	-
Logista France Holding, S.A.S. (*)	Tremblay (France)	100	-	11,108	-	-	(131)	10,977	10,989	-	(7,675)
Logista France, S.A.S. (*)	Vincennes (France)	100	-	107,250	52,075	31,236	3,633	142,118	920,161	-	-
Logista Italia, S.p.A. (*)	Rome (Italy)	100	-	15,164	96,913	77,451	19,686	112,301	605,627	-	-
Logesta Polska, S.p.Z.o.o. (*)	Warsaw (Poland)	49	51(**)	206	698	527	49	762	128	-	-
Logista Polska, S.p.Z.o.o (*)	Warsaw (Poland)	100	-	248	1,241	1,030	1,147	2,383	9,187	270	(6,832)
									2,534,593	223	(16,519)

(*) Audited figures.

(**) Investee company through Logesta Gestión de Transporte, S.A.U.

	2021

		Direct % Ownership		Thousand of Euros
	Address		Indirect	Data of the Companies				Carrying Value
Company		Direct			Profit for the Year					Reversal /
				Share Capital	Operating Profit	Profit	Reserves and Other	Total Equity	Cost	(Impairment) in the Year	Acummulated Impariment
Compañía de Distribución Integral Logista S.A.U (*)	Madrid	100	-	26,550	62,547	124,313		68,851 219,714	939,560	-	-
Logista-Dis, S.A.U. () Dronas 2002, S.L.U. ()	Madrid Barcelona	100 100	- -	902 12,562	4,615 22,602	2,139 25,794	(180) (11,374)	3,221 26,982	1,203 21,293	- -	- -
Logesta Gestión de Transporte, S.A.U. (*)	Madrid	100	-	1,000	3,356	3,650	(3,801)	849	4,510	-	-
La Mancha 2000, S.A.U. () Distribuidora del Noroeste, S.L. ()	Guadalajara Vigo	100 49	- 51 (**)	1,352 307	214 64	168 48	182 996	1,702 1,350	1,352 271	- -	- -
Compañía de Distribución Integral de Publicaciones Logista, S.L.U. (*)	Madrid	100	-	1,100	(275)	(227)	1,556	2,429	1,929	-	(1,929)
Logista Libros, S.L. (*) Logista Payments, S.L.U.	Guadalajara Madrid	50 100	- -	500 200	5,700 (46)	4,464 (34)	4,780 (2)	9,743 164	1,490 200	- (36)	- (36)
Logista Pharma, S.A.U.() Logista Pharma Canarias, S.A.U. ()	Barcelona Barcelona	100 100	- -	4,368 120	11,034 1,487	8,273 1,133	(317) 485	15,734 1,738	14,994 1,657	- -	- -
CDIL Companhia de Distribuiçao Integral Logista, S.A. (*)	Portugal	100	-	50	5,076	10,082	28,089	38,221	50	-	-
Logista France Holding, S.A.S. (*)	Tremblay (France)	100	-	11,108	-	-	(131)	10,977	10,989	3,314	(7,675)
Logista France, S.A.S. (*)	Vincennes (France)	100	-	107,250	58,489	47,461	(19,250) 135,461		920,161	-	-
Logista Italia, S.p.A. (*)	Rome (Italy)	100	-	15,164	94,637	78,270	3,057	96,491	605,627	-	-
Logesta Polska, Z.o.o. (*)	Warsaw (Poland)	49	51(***)	216	184	163	11	390	129	(198)	-
Logista Polska, Z.o.o (*)	Warsaw ( Poland )	100	-	260	826	629	1,196	2,085	9,187	-	(7,102)
									2,534,603	3,080	(16,742)

(*) Audited figures as at 30 September 2020

(**) Investee through Compañía de Distribución Integral de Logista de Publicaciones Logista, S.L.U.

(***) Investee company through Logesta Gestión de Transporte, S.A.U.

The market capitalization of the Company as of September 30, 2022 and 2021 amounts to 2,475.6 million euros and 2,417.4 million euros, respectively.

During the years 2022 and 2021, the Company received from its investees 192,581 thousand euros and 271,825 thousand euros in dividends (see Note 9.1).

6.2 Financial risk exposure

The management of the financial risks to which the Company is exposed in the course of its business activities constitutes one of the basic pillars of its activities aimed at preserving the value of its assets and its shareholder's investment.

The Company's activities are exposed to various financial risks: market risk (including exchange rate risk), credit risk, liquidity risk and cash flow interest rate risk.

The Company's financial risk management is centralised in Logista Group's Finance Division. This Division has established the mechanisms required to control based on the structure and financial position of the Company and on the economic variables of the business- exposure to interest rate and exchange rate fluctuations and credit and liquidity risk.

a. Credit risk:

The Company's main financial assets are cash and loans to Group companies. In general, the Group holds its cash and cash equivalents at banks with high credit ratings.

b. Liquidity risk:

The Company, for the purpose of ensuring liquidity and enabling it to meet all the payment obligations arising from its business activities, has the cash and cash equivalents disclosed in its balance sheet, together with the credit and financing facilities obtained through the cash assignment agreement entered into with Imperial Brands PLC Group (see Note 10).

c. Market risk (including interest rate, foreign currency and other price risks):

In relation to its cash and cash equivalents the Company is exposed to interest rate fluctuations that could have an effect on its results and cash flows, although due to the Company's financial structure, management considers that this impact would not be material in any event.

The level of exposure of the equity and income statement to the effects of future changes in prevailing exchange rates is not significant.

The Company does not have any direct or indirect significant investments in foreign entities that operate in currencies other than the euro and does not perform significant transactions in countries with currencies other than the euro.

7. Equity

7.1 Share capital

At 30 September 2022 and 2021, the Company's share capital amounted to 26,550 thousand of euros and was represented by 132,750,000 fully subscribed and paid shares of EUR 0.2 per value each, all of which are of the same class.

As indicated in Note 1, the Parent was incorporated on 13 May 2014 with a share capital of 60 thousand of euros, divided into 300,000 shares of EUR 0.2 par value each, all of the same class, which were fully subscribed and paid in cash by the Parent's sole shareholder, Altadis, S.A.U.

On 4 June 2014, Altadis, S.A.U. approved a capital increase of 26,490 thousand of euros at the Parent, which was subscribed by means of a non-monetary contribution through the issue of 132,450,000 new shares of EUR 0.2 par value each, with a total share premium of 942,148 thousand of euros. The shares issued were of the same class as the outstanding shares, and they were fully subscribed and paid by Altadis, S.A.U. by means of the contribution to the Parent of the 44,250,000 registered shares representing the entire share capital of Compañía de Distribución Integral Logista, S.A.U. (which was, until that time, the Parent of the Logista Group). In this connection, it should be noted that the aforementioned non-monetary contribution was subject to the requisite appraisal by an independent expert appointed by the Mercantile Registry, in accordance with the Consolidated Spanish Limited Liability Companies Law and the Mercantile Registry Regulations.

The offering of shares in the Company came to an end on 14 July 2014, and its shares are currently listed for trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges.

On 20 July 2021 Altadis, S.A.U. agreed to sell its stake in Compañía de Distribución Integral Logista Holdings, S.A., representing 50.01% of the share capital, to Imperial Tobacco LTD, a company also belonging to the Imperial Brands PLC Group.

The only shareholder holding 10% or more of the share capital of the Company as at 30 September 2022 is Imperial Tobacco Limited with a percentage of 50.01%. In 2021 the only shareholder with a percentage of 10% or more in the share capital of the Company was Altadis, S.A.U. with a percentage of 50.01%. (See Note 1).

At 30 September 2022 all the Company's shares have equal voting and dividend rights.

The market capitalization of the Company as of September 30, 2022 and 2021 amounts to 2,475.6 million euros and 2,417.4 million euros, respectively.

7.2 Share premium

The Spanish Capital Companies Law expressly permits the use of the share premium account balance to increase the capital of the entities at which it is recognised and does not establish any specific restrictions as to its use.

In 2015 the Company distributed dividends with charge to the share premium of 74,340 thousand of euros.

There has been no movement in this caption at 30 September 2022 and 2021.

7.3 Legal reserve

Under the Spanish Capital Companies Law, 10% of net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount. Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, unless other reserves are not available for this purpose.

At 30 September 2022, the legal reserve has reached the legally stipulated minimum.

7.4 Interim dividends

On 20 July 2022, the Company's Board of Directors approved the distribution of an interim dividend out of 2022 profit amounting to 56,714 thousand of euros for which payment has already been made on 24 August 2022 (54,116 thousand of euros in 2021) (See Note 3).

7.5 Other reserves

These reserves are freely available. The Company recognized changes occurred in 2022 related to 2021 not distributed profit to the shareholders amounting 113,073 thousand of euros.

7.6 Treasury shares

The Company holds 877,939 treasury shares amounting to 16,600 thousand of euros, of which 734,561 shares are earmarked to cover the long-term incentive plan payable in treasury shares for a total amount of 13,437 thousand of euros (800,623 treasury shares amounting to EUR 14,346 thousand as at 30 September 2021).

On 20 January 2021, the Company entered into a liquidity contract with the bank Banco Santander, S.A., the purpose of which is to promote the liquidity and regularity of the Company's share price. This contract is in accordance with the liquidity contract model included in Circular 1/2017 of 26 April of the National Securities Market Commission (CNMV) on liquidity contracts. The total number of shares allocated to the securities account associated with the Liquidity Agreement is 120,000 shares and the term of the agreement is 12 months from that date, renewable for successive years.

7.7 Other shareholder contribution

This heading also includes the annual allocation for 2022 and 2021 to the Share Plan blocks, amounting to 2,628 thousand euros and 2,391 thousand euros, respectively (see Notes 4.4 and 6.1). In addition, the current year includes an application of Euros 2,366 thousand in respect of the settlement of the first Consolidation Period of the 2017 General Plan and Special Plan (see Notes 4.4 and 6.1).

7.8 Other shareholder contribution

On 14 June 2021 the Company agreed, as Sole Shareholder of its investee Dronas 2002, S.L.U., the distribution of an interim dividend in kind for the financial year 2021-2022 of Dronas 2002, S.L.U. for a total amount of 16,651 thousand euros consisting of the transfer of all the shares held by Dronas 2002, S.L.U. in the companies Logista Pharma, S.A.U. and Logista Pharma Canarias, S.A.U., with a book value of 14,994 thousand euros and 1,657 thousand euros, respectively. The agreed transfer took full effect as from 2 June 2021. This interim dividend in kind has been recorded against equity in accordance with the applicable accounting regulations (see Note 6.1).

7.8 Earnings per share

Basic earnings per share are determined by dividing the Company's net profit (after tax) by the weighted average number of shares outstanding during the year, excluding the average number of treasury shares held.

The calculation of earnings per share is as follows:

	Thousand of Euros
	2022	2021
Net profit for the year (thousand of euros) Weighted average number of issued shares	188,828	276,645
(thousand of shares) (*)	131,855	131,982
Beneficio por acción (euros)	1.43	2.09

(*) As at 30 September 2022, the Parent Company of the Group holds 877,939 treasury shares.

At 30 September 2022, taking into account treasury shares that are subject to the long-term incentive plans, the calculation of diluted earnings per share would result in an amount of EUR 1.43 per share (30 September 2021: EUR 2.09 per share).

8. Tax matters

As indicated in Note 4.3, as of September 18, 2017, the Company is the head and responsible for the tax consolidation group and, therefore, the amount of the debtor resulting from the settlement of Corporation Tax of the consolidation group for the year 2022 is presented under the heading "Other credits with Public Administrations" of the balance sheet as of September 30, 2022 for an amount of 1,700 thousand euros in the year 2022 (55,348 thousand euros in the year 2021).

8.1 Current tax receivables and payables

The detail of the current tax receivables at 30 September 2022 and 2021 is as follows:

		Thousand Euros
	2022	2021
Non-resident income tax withholdings Personal Income Tax withholdings	2,587 1,967	2,660 1,605
	4,555	4,265

8.2 Reconciliation of the accounting profit to the taxable profit

The reconciliation of the accounting profit to the taxable profit for income tax purposes is as follows:

	Thousand Euros
	2022	2021
Accounting profit before taxes Permanent differences:	190,704	276,735
Dividends (Note 9.1) Non-deductible Expenses	(182,952) 60	(271,825) -
(Endowment) / Reversal of portfolio of group companies	(223)	(4,551)
Adjusted taxable profit (fiscal result)	7,589	359
Temporary differences:
Amortisation of goodwill	(26,946)	(26,947)
Adjusted tax base (tax result)	(19,357)	(26,588)

In 2022 and 2021 the Company applied the treatment provided for in Article 21.1 of the Spanish Income Tax Law in relation to the dividends received from its subsidiary and, therefore, considered them to be exempt (95%) from inclusion in the income tax calculation. In addition, the Company recognizes as a permanent difference the recognition and reversal of impairment in its investees (see Note 6.1).

Temporary differences in 2022 correspond to the amortization of the goodwill of the investee company Logista Italia, S.p.A. (See Note 5).

8.3 Reconciliation of accounting profit to the income tax expense

	Thousands of Euros
	2022	2021

Accounting profit for the year before tax	190,704	276,735
Permanent differences	(183,175)	(276,376)
Non-deductible Expenses	60	-
Temporary differences:	(26,746)	(26,947)
Amortisation of goodwill	(26,746)	(26,947)
Adjusted taxable loss	(19,357)	(26,588)

Tax charge (25% of taxable loss)	(4,839)	(6,646)
Deductions	(21)	-
Corporate tax adjustment (Note 8.5)	6,737	6,736
Income tax profit	1,876	90

The reconciliation of the accounting profit to the income tax expense is as follows:

8.4 Breakdown of income tax profit

The reconciliation of the accounting profit to the income tax expense is as follows:

	Thousand of Euros
	2022	2021
Current tax Deferred tax (Note 8.5)	(4,860) 6,737	(6,646) 6,736
Income tax profit	1,876	(90)

8.5 Changes in deferred tax liabilities

Movements in deferred taxes in 2022 are as follows. On 30 September 2021 there were no movements in deferred taxes.

2022

	Thousand of Euros
	2021	Additions	Disposals	2022
Deferred tax liabilities	86,791	6,737	-	93,258
	86,791	6,737	-	93,258

2021

	Thousand of Euros
	2020	Additions by merger	Additions	Disposals	2021
Deferred tax liabilities	-	80,055	6,736	-	86,791
	-	80,055	6,736	-	86,791

As a result of the transaction described in Note 5, the Company in the simplified takeover merger process reflects in its balance sheet an amount of 80,055 thousand Euros corresponding to the potential obligation to pay the deferred tax generated in the purchase of Logista Italia, S.p.A. in respect of the amortisation of up to 100% of the goodwill of Logista Italia, S.p.A.

8.6 Tax credit carryforwards

At 30 September 2022, the Company does not have any tax credit pending of application

8.7 Years open for review and tax audits

Under current legislation, taxes cannot be considered definitively settled until the returns filed have been inspected by the tax authorities or the four-year statute of limitations period has elapsed. The Company has the last four years open for inspection for all applicable taxes.

The Company's directors consider that the settlements of the aforementioned taxes have been properly made and, therefore, even if discrepancies arise in the interpretation of the tax regulations applicable to the transactions during the year open to inspection, any resulting liabilities, should they materialise, would not have a material effect on these financial statements.

9. Income and expenses

9.1 Income from investments in equity instruments

In 2022 and 2021, the Company received 192,581 thousand Euros and 271,825 thousand Euros in dividends from its investees.

	Thousand Euros
	2022	2021
Compañía de Distribución Integral Logista S.A.U.	66,098	203,638
Logista-Dis, S.A.U. (*)	837	5,435
Dronas 2002, S.L.U. (*)	19,757	7,600
Logesta Gestión de Transporte, S.A.U. (*)	-	4,444
La Mancha 2000, S.A.U. (*)	11	268
Logista Libros, S.L. (*)	2,085	1,240
Compañía de Distribución Integral Logista Portugal, S.A. (*)	10,072	-
Logista Pharma, S.A.U. (*)	14,890	1,800
Logista Pharma Canarias, S.A.U. (*)	1,663	289
Logista France, S.A.S. (*)	14,850	29,975
Logista Italia, S.p.A. (*)	61,642	16,605
Logesta Polska, S.p.Z.o.o. (*)	59	44
Logista Polska, S.p.Z.o.o. (*)	618	488
TOTAL	192,581	271,825

(*) Entities in which the Company has a stake following the merger and partial spin-off approved on 18 December 2020 (See Note 5).

9.2 Staff costs

The balance of "Staff Costs" in the income statement for 2022 and 2021, amounting to 1,070 thousand Euros and 1,052 thousand Euros, respectively, includes the expenses incurred directly by the Company in respect of remuneration of the Board of Directors. At 30 September 2022 and 2021, the Company did not have any employees.

Remuneration of Senior Executives

The senior executive functions are discharged by members of the Management Committee, which consists of 9 members at 30 September 2022 (9 members in 2021) and Internal Audit Director.

The functions of Senior Executives are discharged by the members of the Logista Group's Management Committee. The remuneration accrued in 2022 by the members of the Logista Group's Management Committee (excluding the executive directors), which is recognised in the financial statements of Compañía de Distribución Integral Logista, S.A.U., amounted to 6,304 thousand euros (30 September 2021: 4,114 thousand euros).

The indemnities paid in 2022 amounted to 2,150 thousand (2021: 0 EUR)

The period contributions to the savings schemes for members of the aforementioned Management Committee for 2022 and 2021 amounted to 329 thousand euros 299 thousand euros, respectively.

9.3 Audit fees

In 2022 and 2021 the fees for individual and consolidated financial audit services provided by the auditor of the Company's financial statements, or by companies related to the auditor as a result of a relationship of control, common ownership or common management, were as follows:

	Thousand Euros
	2022	2021
	EY	EY

Total audit and related services
Audit services	24	10
Other attest services	25	35
Total audit and related professional services	49	45
Other services	-	-
Total professional services	49	45

From 30 September 2022 until the date of preparation of the individual financial statements for the financial year 2022, there have been no fees invoiced for non-audit services provided by the company's auditor, Ernst & Young, S.L. (in the financial year 2021 by Ernst & Young, S.L. amounted to 35 thousand Euros).

10. Balances and transactions with related parties

10.1 Balances with related parties

Balances at 30 September 2022 and 2021 with Group, associated and related companies are as follows:

2022

	Thousand Euros
	Current Financial Receivable	Accounts Receivable Fiscal Consolidated	Current Financial Payables	Accounts Payables Fiscal Consolidated
Parent Company:
Imperial Tobacco Limited	-	-	-	-
Companies with control over the Company:
Imperial Brands Finance PLC	2,429,584	-	-	-
Investees of the Company:
Compañía de Distribución Integral Logista S.A.U.	334,533	20,118	1,001,396	23
Logista France, S.A.S.	-	-	1,567,517	-
Logista Italia, S.p.A.	-	-	1,271,774	-
Dronas 2002, S.L.U.	-	6,233	-	-
Logista-Dis, S.A.U.	-	1,497	-	-
Logesta Gestión de Transporte, S.A.U.	-	264	-	-
Logista Pharma, S.A.U.	8,418	3,173	-	-
Logista Pharma Canarias	-	300	-	-
La Mancha 2000, S.A.U.	-	59	-	-
Compañía de Distribución Integral de Publicaciones	-	101	-	-
Logista, S.L.U. Companhia de Distribuiçao Integral Logista Portugal, S.A.	-	-	38,258
Logista Transport Europe B.V	15,174	-	-	-
Logista Strator, S.L.	-	191	-	-
Be to Be Pharma	-	26	-	-
Logista Payments S.L.	-	-		16
Publicaciones y Libros,S.A.	-	-		110
. Distrtibuidora de Publicaciones Siglo XXI Guadalajara, S.L.	-	-		2
	2,787,709	31,961	3,878,946	151

2021

	Thousand Euros
	Current Financial Receivable	Accounts Receivable Fiscal Consolidated)	Current Financial Payables

Parent Company:
ALtadis, S.A.U. (**)	-	-	-
Companies with control over the Company:
Imperial Brands Finance PLC	1,887,264	-	-
Investees of the Company
Compañía de Distribución Integral Logista S.A.U.	322,484	37,328	581,399
Logista France, S.A.S. (*)			1,657,736
Logista Italia, S.p.A. (*)	-	-	1,099,444
	2,209,748	37,328	3,338,579

(*) See Note 5 for an explanation of the simplified merger operation.

(**) On 20 July 2021 the Company changed its majority shareholder (See Note 1).

Balances and transactions with Imperial Brands

As of 12 June 2014, Imperial Tobacco Enterprise Finance Limited, Compañía de Distribución Integral Logista Holdings, S.A., Compañía de Distribución Integral Logista, S.A.U., Logista Italia, S.p.A. and Logista France, S.A.S., entered into a new mutual agreement for a five-year credit line (automatically renewable for one year, unless either of the parties sends a notice opposing such renewal at least one year prior to maturity), with a maximum draw down limit of EUR 2,000 million. As of 1 December 2015 the maximum draw down limit was increased to EUR 2,600 million. The purpose of this agreement is to govern the terms and conditions under which group companies will lend, on a daily basis, its cash surpluses to Imperial Tobacco Enterprise Finance Limited for the purpose of optimizing its cash flow, and the loans from Imperial Tobacco Enterprise Finance Limited to Compañía de Distribución Integral Logista, S.A.U. in order for the latter to be able to meet its cash needs arising from its operations.

Imperial Tobacco Enterprise Finance Limited changed its corporate name on February 29, 2016 to Imperial Brands Enterprise Finance Limited.

On 21 March 2018, Imperial Brands Enterprise Finance Limited transferred the rights and obligations under the aforementioned credit line agreement to Imperial Brands Finance PLC., and the maturity was extended to 12 June 2024 (automatically renewable for additional one-year periods, unless notified otherwise by any of the parties at least one year before maturity), with maximum drawdown limit is 2.6 billion of euros. On September 1, 2020, an addendum to the credit line agreement was signed in which the maximum drawdown limit was extended to 4,800 million Euros until October 31, 2020, a period during which Imperial Brands is bound to repay the amounts loaned in excess of EUR 2,600 million if it loses investment grade based on the S&P or Moody's ratings. Additionally, the addendum stipulates that Imperial Brands PLC, as the head of the Group, guarantees Logista the fulfillment of all the obligations of the contract until the expiration of the same. As at 30 September 2022, the maximum drawdown limit is 2.6 billion of euros.

The daily balance of this internal current account earns interest at the European Central Bank interest rate, plus a spread of 0.75%. Interest is calculated daily on a 360-day basis and is added to the nominal value of the debt quarterly.

Under the aforementioned agreement, the Company has committed not to incur in any financial liabilities with third parties not to pledge any of its assets but under qualified approval by the Board of Directors.

As of September 30, 2022, the amount of the account receivable with Imperial Brands Finance PLC amounts to 2,429,584 thousand euros. As a result of the common project of partial division of Compañía de Distribución Integral Logista, S.A.U. ("split company") in favor of the company Logista Investments, S.L.U ("Beneficiary Company or Absorbed Company") and simultaneous simplified merger between Compañía de Distribución Integral Logista Holdings, S.A. (Absorbing Company) and the Absorbed Company, approved by the members of the Board of Directors of the Acquiring Company and by the Sole Shareholder of the Company Absorbed, approved on December 18, 2020, the Company absorbed the receivable associated with the Credit Line maintained with Imperial Brands Finance PLC for an amount of 1,887,264 thousand euros as of September 30, 2021.

Balances and transactions with Compañía de Distribución Integral Logista, S.A.U.

On June 18, 2014 Compañía de Distribución Integral Logista, S.A.U. and the Company entered into a credit line and surplus loan contract whose amount and maturity were modified in successive addenda. During the 2022 financial year, both companies formalized a surplus loan contract for a maximum amount of 400 million euros and maturing on September 30, 2022. Based on said contract, the daily balance of the loan is remunerated at the interest rate of the European Central Bank plus a spread of 0.75%.

During the 2022 financial year, the financial income from interest derived from this credit agreement amounted to 2,850 thousand euros of financial income in the 2022 financial year (1,485 thousand euros in 2021).

With effect from 3 March 2022, the Company formalised Compañía de Distribución Integral Logista, S.A.U. in which it confers and entrusts Compañía de Distribución Integral Logista, S.A.U. with the provision of financial services, understood as such the financial services of treasury management, loans, financial guarantees or any other financial service that the Company may require from Compañía de Distribución Integral Logista, S.A.U. During the 2022 financial year, treasury management consisted of;

Re-invoicing of the financial income accrued on the account receivable from Imperial Brands Finance PLC in the amount of 2,429,584 thousand euros, the accrual of interest on which has been managed through Compañía de Distribución Integral Logista, S.A.U. and,
Accrual of cashpooling debit positions with Compañía de Distribución Integral Logista, S.A.U. that have taken place during 2022.

This cash management has a net impact on the income statement in 2022 of 11,186 thousand euros of financial income (see note 10.2).

At 30 September 2022 the Company has a financial account payable amounting to 1,001,396 thousand euros (581,399 thousand euros in 2021).

Also, the Company is head of, and responsible for the obligations of, the consolidated income tax group. Consequently, the Company recognized an account payable to Compañía de Distribución Integral Logista, S.A.U. of 20,118 thousand euros under "Debts with Group Companies and Associates" (2021: 37,328 thousand euros).

Balances and transactions with Logista Italia, S.p.A.

As of September 30, 2022, the amount of said financial debt amounts to 1,271,774 thousand euros, accruing a financial expense in the profit and loss account of 9,218 thousand euros. As a reason for the joint project of partial division explained in Note 5, the Company included in its balance sheet a financial debt with the company Logista Italia, S.p.A. for an amount of 2,773,060 thousand euros at the date of the transaction.

The aforementioned financial relations contract is remunerated at the interest rate of the European Central Bank plus a spread of 0.75%.

Balances and transactions with Logista France, S.A.S.

As of September 30, 2022, the amount of said financial debt amounts to 1,567,517 thousand euros, accruing a financial expense in the profit and loss account of 12,620 thousand euros. As a result of the common project for the partial explained in Note 5, the Company has included in its balance sheet a financial debt with the company Logista France, S.A.S. for an amount of 556,996 thousand euros at the date of the operation.

The aforementioned financial relations contract is remunerated at the interest rate of the European Central Bank plus a spread of 0.75%.

10.2 Related party transactions

Details of the Company's transactions during the year with Group companies, associates, its majority shareholder and related parties are as follows:

2022

	Thousand of Euros
	Dividends (Note 9.1)	Financial Income	Financial Expenses
Parent Company:
Imperial Tobacco Limited	-	-	-
Companies with control over the Company:
Imperial Brands Finance PLC		10,855
Investees of the Company
Compañía de Distribución Integral Logista S.A.U.	66,098	11,186
Logista-Dis, S.A.U. (*)	837	-	-
Dronas 2002, S.L.U. (*)	19,757	-	-
Logesta Gestión de Transporte, S.A.U. (*)	-	-	-
La Mancha 2000, S.A.U. (*)	11	-	-
Companhia de Distribuiçao Integral Logista Portugal, S.A.	2,085	-	-
Logista Libros, S.L. (*)	10,072	-	531
Logista Pharma, S.A.U. (*)	14,890	-	-
Logista Pharma Canarias, S.A.U. (*)	1,663	-	-
Logista France, S.A.S. (*)	14,850	-	12,620
Logista Italia, S.p.A. (*)	61,642	-	9,218
Logesta Polska, Z.o.o. (*)	59	-	-
Logista Polska, Z.o.o (*)	618	-	-
	192,581	22,041	22,369

(*)See Note 5 for an explanation of the simplified merger operation.

2021

	Thousand of Euros
	Dividends (Note 9.1)	Financial Income	Financial Expenses
Parent Company:
Imperial Tobacco Limited	-	-	-
Companies with control over the Company:
Imperial Brands Finance PLC	-	-	-
Investees of the Company
Compañía de Distribución Integral Logista S.A.U.	203,638	9,583	-
Logista-Dis, S.A.U. (*)	5,435	-	-
Dronas 2002, S.L.U. (*)	7,600	-	-
Logesta Gestión de Transporte, S.A.U. (*)	4,444	-	-
La Mancha 2000, S.A.U. (*)	268	-	-
Logista Libros, S.L. (*)	1,240	-	-
Logista Pharma, S.A.U. (*)	1,800	-	-
Logista Pharma Canarias, S.A.U. (*)	289	-	-
Logista France, S.A.S. (*)	29,975	-	6,843
Logista Italia, S.p.A. (*)	16,605	-	4,649
Logesta Polska, Z.o.o. (*)	44	-	-
Logista Polska, Z.o.o. (*)	488	-	-
	271,825	9,583	11,492

(*)See Note 5 for an explanation of the simplified merger operation.

During the financial years 2022 and 2021 the Company has received dividends from its investees as described in Note 9.1.

Financial income and expenses mainly correspond to interest accrued on short-term loans granted to these companies (see Note 10.1).

10.3 Remuneration o Board Directors

In 2022 and 2021 the remuneration accrued by the members of the Board of Directors by reason of their membership of the Board of Directors or of any of its delegated committees for all items, included under the heading Personnel expenses in the accompanying income statement, together with the remuneration accrued through Compañía de Distribución Integral Logista, S.A.U. by the members of the Board who are also executives, amounts to 4,996 thousand euros and 4,447 thousand euros, respectively.

Contributions to savings schemes for executive directors in 2022 and 2021 amounted to 251 thousand euros and 279 thousand euros, respectively.

The amount of the life insurance premium for executive directors amounted to EUR 6 thousand in 2022 and EUR 5 thousand in 2021.

The Company has long-term incentive plans for executive directors, the cost and characteristics of which are detailed in Note 4.4.

The Directors' civil liability bonus amounts to 139 thousand euros and 66 thousand euros in 2022 and 2021, respectively.

On the other hand, in 2022 and 2021 the Company has not entered into any transactions with the members of the Board of Directors outside the ordinary course of business or transactions under conditions other than normal market conditions.

The members of the Board of Directors are 7 men and 5 women.

10.4 Information on conflicts of interests on the part of Directors

As per art.229 of the Law on Corporations, no Director has informed any situation of direct nor indirect conflict of interests with the Company.

11. Guarantee commitments to third parties and other contingent liabilities

The Company does not have guarantee commitments to third parties nor other contingent liabilities identified at 30 September 2022 and 2021.

12. Disclosures on the payment periods to suppliers. Additional Provision Three "Disclosure obligation" provided for in Law 15/2010, of 5 July

Set forth below are the disclosures -the detail of payments made to suppliers- required by Additional Provision Three of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December), prepared in accordance with the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on the disclosures to be included in notes to financial statements in relation to the average period of payment to suppliers in commercial transactions.

	Days
	2022	2021
Average period of payment to suppliers Ratio of transactions settled Ratio of transactions not yet settled	20 20 23	25 25 23

	Thousands of Euros
	2022	2021
Total payments made Total payments outstanding	549 -	441 -

In accordance with the ICAC Resolution, the average period of payment to suppliers was calculated by taking into account the commercial transactions relating to the supply of goods or services for which payment has accrued since the date of entry into force of Law 31/2014, of 3 December.

The figures shown in the foregoing table relate to suppliers of goods and services and, therefore, they include the figures relating to "Payable to Suppliers" and "Sundry Accounts Payable" under current liabilities in the balance sheet.

The maximum payment period applicable to the Company in 2021 under Law 11/2013, of 26 July, on combating late payment in commercial transactions, was 30 days unless the parties have entered into an agreement for a maximum period of 60 days.

13. Information on the environment

In matters concerning the environment, the Company complies strictly with all the requirements of applicable legislation and looks for the best ways of reducing its environmental impact (waste reduction awareness campaigns and improvement of waste management; policies aimed at reducing atmospheric emissions and the use of water, electricity and paper; reduction of the use of containers and packaging by improving manufacturing processes, etc.). During the year ended at 30 September 2022 and 2021 the Company has not incurred in any expenses or performed any investment to protect and improve the environment.

14. Events after the reporting period

In October 2022, once the suspensive conditions of the initial agreement have been met, the acquisition Carbó Collbatallé, S.L. was closed, by paying an amount of 51 million euros.

Also in October 2022 the Company has closed the acquisition of the 60% of Herinvemol, S.L. (Transportes El Mosca) by paying an initial amount of 83.2 million euros plus an advance payment of 15 million euros whose final consolidation will depend on the fulfillment of future objectives No additional significant events have occurred subsequent since the end of the year ended 30 September 2022 with a significant impact on the financial statements.

15. Explanation added for translation to English

These financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Company (see Note 2.1). Certain accounting practices applied by the Company that conform to that regulatory framework may not conform with other generally accepted accounting principles and rules. In the event of discrepancy, the Spanish-language version prevail.

Compañía de Distribución Integral Logista Holdings, S.A.

Directors Report for financial year ended 30th September 2022

1. EVOLUTION AND POSITION OF THE COMPANY IN 2022

Due to its Holding Company condition, the Company has not operations and carries out its activity through its operating company, Compañía de Distribución Integral Logista, S.A.U. and rest of the Group's companies.

Logista is one of the largest logistics operators in Southern Europe, specialising in distribution to local retail network.

We regularly serve almost 200,000 points of sale in Spain, France, Italy and Portugal, facilitating manufacturers with the best and fastest access to a wide array of convenience products, pharmaceutical products, electronic top-ups, books, publications, tobacco and lottery markets among others. We also offer international and domestic high value-add logistics services. Our operations in the Netherlands and Poland complete our catalogue of services.

We offer our clients innovation, sustainable growth and long-term value, tailoring our services to meet their specific and growing needs in a constantly changing world.

The Logista's share price was 18.7 euros at closing of fiscal year 2022 (September 30, 2022). So, the Logista's market capitalization amounted 2.475,8 million euros at closing of fiscal year 2022.

During the fiscal year 2022, revenues were 192,581 thousand euros. The Company's revenues come from the distribution of dividends paid by Group's companies.

The Company paid a FY2021 final dividend amounted 110 million euros on February 24, 2022, and paid a 2022 interim dividend for 56.7 million euros on August 24, 2022.

Besides the own shares acquired in accordance with the liquidity agreement signed with Banco Santander S.A. on January 20, 2021, the Company acquired 152,040 own shares during the fiscal year 2022, mainly to cover undertakings to award shares in the future, under the directors' long-term remuneration schemes of the Group of which the Company is the head. These shares were acquired in the following dates:

Date	Number of shares	Average price
01/10/2021	6,335	18.06
04/10/2021	6,335	18.02
05/10/2021	6,335	18.21
06/10/2021	6,335	18.41
07/10/2021	6,335	18.62
08/10/2021	6,335	18.59
11/10/2021	6,335	18.48
12/10/2021	6,335	18.64
13/10/2021	6,335	18.74
14/10/2021	6,335	18.77
15/10/2021 L	6,335	18.83
18/10/2021	6,335	18.82
19/10/2021	6,335	18.98
20/10/2021	6,335	18.88
21/10/2021	6,335	18.99
22/10/2021	6,335	18.94
25/10/2021	6,335	18.69
26/10/2021	6,335	18.50
27/10/2021	6,335	18.49
28/10/2021	6,335	18.48
29/10/2021	6,335	18.39
01/11/2021	6,335	18.60

Date	Number of shares	Average price
02/11/2021	6,335	18.71
03/11/2021	6,335	18.87

1.1 Research and Development activities

The Company did not make any investments in research and development activities in the fiscal year 2022.

1.2 Treasury shares

At 30 September 2022, the Company holds 877,939 own shares.

1.3 Outlook for the Company

As the Company is a holding company, the Company's outlook is linked to the performance of the companies that form the Group.

2. RISK EXPOSURE

The system of corporate Risk Management applicable to the Company is included in the Group's General Policy on Risk Management, approved on 21st July, 2020, and modified on 22nd September, 2021, as well as its procedure intend to introduce an integrated system of risk management designed as a tool to help Logista's Board of Directors and Management to optimise results, thereby increasing their capacity to create and maintain value.

This Policy specifies the obligatory actions that have to be taken to control and manage external and internal risks of whatever kind that could at any time affect the achievement of Logista's objectives. It also assigns responsibilities, defines the categories of risks and the appetite for risk, sets out measures by which to manage it and to monitor the system regularly so that it also enables resources to be allocated efficiently, ensures the reliability of financial and non-financial information, sets the standards in relation to transparency and good corporate governance and enlarges the range of available opportunities.

The categories or types of risk are defined in this Policy, including the fiscal and credit risks derived from operations in the financial risks.

Among the main objectives of the Logista's fiscal strategy, defined in its fiscal Policy, are the following:

To minimize the fiscal risks associated with the operations and with the strategic decisions of each company so that the taxation is adapted to, and commensurate with, the operation of the Businesses, material and human resources, and business risks.
To define the fiscal risks, to determine the aims and activities of Internal Control, and to set up a system of reporting on fiscal compliance and the maintenance of documentation, incorporated into the general framework of Internal Control.

Logista's General Policy on Internal Control, of 25th April, 2017, sets out the general framework for the control and management of the external and internal risks of whatever kind which, according to the Map of Risks in effect at any time, could affect the achievement of the Company's objectives.

The Company, considering its nature as entity of public interest due to its shares are trading in the Stock Market, and being the holding company of the Logista Group, presents as main risk the risk derived from a possible incompliance of the regulatory framework to which it is subject. However, the Company presents a low tolerance respect this risk and has established policies, procedures and controls that allow to identify, prevent and mitigate this risk, as well as to comply with the obligations imposed by the various legislations applicable to it.

On the other hand, from a financial perspective, the main financial risks that the Company faces can be summarized in:

The Company's main financial assets are cash and cash equivalents and credits to Group's companies that represent the Company's maximum exposure to credit risk. In general, the Company deposits its cash and cash equivalents in entities holding a high credit rating. Likewise, the Company presents an exposure to credit risk with Imperial Brands by virtue of the subscribed treasury agreements.

The Company estimates that at September 30, 2022 the level of exposure to credit risk of its financial assets is not significant.

To ensure the liquidity and be able to pay all its payments commitments derived from its usual activities, the Company maintains enough cash and cash equivalents. If necessary, the Company has a number of credit lines available to it.

Respect the exposure to interest rate risk, considering the no-financial debt of the Company, the Management considers the impact from a potential increase in interest rates which could have in the attached annual accounts is not significant.

Also, the level of exposure to the net equity and the P&L account in terms of future changes in the current exchange rates is not relevant.

From a fiscal point of view, the main risk that the Company faces is derived from the possibility of modifications in the tax regulations, than might impact directly in the results and cash management of the Company.

3. USE OF FINANCIAL INSTRUMENTS

The Company does not perform transactions with financial instruments that might affect the correct measurement of the assets or liabilities recognised in the balance sheet.

4. SIGNIFICANT EVENTS FOR THE COMPANY AFTER THE REPORTING PERIOD

In October 2022, once the suspensive conditions of the initial agreement have been met, the acquisition Carbó Collbatallé, S.L. was closed, by paying an amount of 51 million euros.

5. ANNUAL REPORT ON CORPORATE GOVERNANCE

It is included as a separated section of the Directors Report.

ANNEX I: TEMPLATE ANNUAL REPORT ON DIRECTORS REMUNERATION OF LISTED COMPANIES

ANNEX I TEMPLATE ANNUAL REPORT ON DIRECTORS REMUNERATION OF LISTED COMPANIES

ISSUER IDENTIFICATION DETAILS

YEAR END-DATE

30/09/2022

TAX ID (CIF) A-87008579

Company name:

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A.

Registered Office:

C/ TRIGO 39 – Polígono Industrial Polvoranca – 28914 Leganés (Madrid)

ANNUAL REPORT ON DIRECTORS REMUNERATION OF LISTED COMPANIES

A REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT FINANCIAL YEAR

A.1.1 Explain the current Director remuneration policy applicable to the year in progress. To the extent that it is relevant, certain information may be included in relation to the remuneration policy approved by the General Shareholders' Meeting, provided that these references are clear, specific and concrete.

Such specific determinations for the current year as the board may have made in accordance with the contracts signed with the executive Directors and with the remuneration policy approved by the General Shareholders' Meeting must be described, as regards Directors' remuneration both in their capacity as such and for executive functions carried out.

In any case, the following aspects must be reported, as a minimum:

a) Description of the procedures and company bodies involved in determining and approving the remuneration policy and its terms and conditions.
b) Indicate and, where applicable, explain whether comparable companies have been taken into account in order to establish the company's remuneration policy.
c) Information on whether any external advisors took part in this process and, if so, their identity.
d) Procedures contemplated in the current remuneration policy for directors to apply temporary exceptions to the policy, conditions under which these exceptions can be used and components that may be subject to exception according to the policy.

The General Meeting of Shareholders of Compañía de Distribución Integral Logista Holdings, S.A. (hereinafter, indistinctly, "the Company" or "the Business"), held on 3 February 2022, approved the Remuneration Policy 2022-2024 (or "the Policy") which retains the main regulations as in the previous one, but adapted to the requirements of the new wording of art. 529 novodecies of the Capital Companies Act.

In setting out this Policy, the Board has taken into consideration the following general principles:

Competitiveness	By establishing a compensation framework that is aligned with best market practices and that is competitive in relation to other comparable companies, allowing attracting and retaining the best professionals.
Fairness and adequacy	Adequately compensate according to the professional career, experience, qualification, dedication and level of responsibility, without constituting an obstacle to their duty of loyalty and the independence of judgment of the directors in their capacity as such.
Non-discrimination ("Equal Pay")	Policies and practices ensure that criteria involving discrimination based on sex, age, culture, religion or race are not applied.
Transparency	The Company is committed to transparency and communication with all its stakeholders, including shareholders, employees and analysts, so that the Policy can be easily understood by all stakeholders.

This policy adopts sound remuneration practices, and distinguishes between remuneration received for non-executive and executive functions:

Non-executive functions, the directors in their capacity as such receive fixed remuneration and per diem allowances, the possibility of share-based remuneration and any type of variable remuneration having been removed in the Articles of Association, according to best corporate governance practices.
Executive functions: remuneration for executive functions includes:
- o fixed remuneration
- o short-term variable remuneration (annual) in cash
- o long-term variable remuneration (multiannual), in shares
- o Executive Directors also participate in a complementary social security system, linked to retirement and other contingencies, and other remuneration in kind, in line with that received by the Group's management team.

It should be noted that executive Directors receive remuneration for their membership of the Board of Directors besides the remuneration for executive functions.

The Remuneration Policy 2022-2024 was examined and reported on by the Appointments and Remuneration Committee at its meeting on 2 December 2021, prior to the Board agreeing to propose it to the General Shareholders' Meeting in February 2022, where it was finally approved. Given that this policy includes the principles validated in the previous policy, the company was advised by Garrigues on formulating it according to the new Law and its structure in a more up-to-date format.

Moreover, the remuneration for executive and non-executive functions for the financial year 2022- 2023 was approved at the meeting of the Board of Directors of the Company on 3 November 2022, following an analysis by the Appointments and Remuneration Committee. At that meeting, the Board also set the annual and multi-annual variable remuneration targets for executive Directors for the financial year, as well as the consolidation and percentage of achievement of the variable remuneration for the previous financial year.

The current Remuneration Policy contains two exceptions to the components of the policy:

the option to increase the percentage of the short-term variable for executive Directors, subject to the approval of the Board of Directors
two extraordinary payments to the Secretary Director based on fulfilling long-term objectives, which are included in her contract and cannot be consolidated.

There are no further possible exceptions to this policy.

A1.2 Relative importance of variable remuneration items vis-à-vis fixed remuneration (remuneration mix) and the criteria and objectives taken into consideration in their determination and to ensure an appropriate balance between the fixed and variable components of the remuneration. In particular, indicate the actions taken by the company in relation to the remuneration system to reduce exposure to excessive risks and to align it with the long-term objectives, values and interests of the company, which will include, as the case may be, mention of the measures taken to ensure that the long-term results of the company are taken into account in the remuneration policy, the measures adopted in relation to those categories of personnel whose professional activities have a material impact on the risk profile of the company and measures in place to avoid conflicts of interest.

Furthermore, indicate whether the company has established any period for the accrual or consolidation of certain variable remuneration items, in cash, shares or other financial instruments, any deferral period in the payment of amounts or delivery of accrued and vested financial instruments, or whether any clause has been agreed reducing the deferred remuneration not yet vested or obliging the Director to return remuneration received, when such remuneration has been based on figures that have since been clearly shown to be inaccurate.

The Directors' Remuneration policy, regarding their executive functions, includes the following specific principles, besides those mentioned in the previous section:

Linkage to business strategy, interests and long-term sustainability	It will contribute to the business strategy and to the long-term interests and sustainability of the Company, in particular, creating value for the shareholder in a sustainable way over time.
Pay for performance	Establishing a direct link with the achievement of strategic objectives (financial and non-financial), concrete, quantifiable and aligned with the Business Plan, that focus on the creation of sustainable value. Setting a balanced compensation mix, with a significant weighting of the remuneration linked to results, in particular, in the long term.
Risk control	The variable remuneration is not guaranteed, so it is possible not to pay this component if certain objectives are not achieved and it is subject to certain adjustment mechanisms (malus and clawback clauses) that allow it to be sufficiently flexible. The weighting of fixed and variable elements in the compensation mix allows for adequate risk management.

According to these principles, a balanced and efficient relationship is established between the fixed and variable components of both Directors, the percentage of which has been set by bearing in mind the different executive functions performed by each.

The greater weight of variable remuneration in both schemes makes it possible to retain a competitive remuneration scheme that promotes achieving business and corporate objectives, while preventing excessive risk-taking.

Short-term fixed and variable remuneration is paid in cash, while multi-annual variable remuneration is structured around a mechanism of providing shares in the Company itself, which is deferred over three-year cycles.

The variable remuneration objective are set to boost the performance of the directors in strategic terms, guaranteeing the Company's long-term interests by making it profitable and sustainable:

Annual variable remuneration:	Long-term variable remuneration:
Addresses short-term operational, economic or financial objectives. The objectives set out in the individual Directors' appraisal include core sustainability objectives: workplace safety, diversity and the environment. These objectives are rolled out in the variable remuneration scheme for all management.	Besides financial objectives, it addresses objectives linked to creating shareholder value (comparative shareholder return) as well as environmental sustainability, thus specifically putting in place a long-term approach and linked to creating value in the Company.

The reduction in risk exposure has been structured around the following factors:

Variable remuneration has been set out with minimum compliance criteria, so that, according to this premise, it is possible that executive Directors may not receive any sum for this item if these thresholds are not reached.
The Board of Directors determines the degree of compliance with the operational objectives after the Company's annual accounts have been audited, which allows it to bear in mind, where applicable, any qualifications that may be made to reduce the amount of the variable remuneration. Likewise, the sustainability objectives have been linked to compliance with certain environmental sustainability objectives (reduction of quantified CO² emissions, inclusion and remaining on environmental sustainability indices).
Setting for executive Directors a 3-year time horizon remuneration as part of their variable remuneration scheme, which is specifically designed to ensure that the assessment process considers long-term performance bearing in mind the Group's underlying business cycle. Shares accruing to executive Directors under these plans only vest 3 years after the launch of the relevant cycle and after the Board has determined the extent to which targets for each period have been met.
The obligation to hold shares: to minimise exposure to the risk of long-term variable remuneration, executive Directors are required to hold a package of shares equivalent to 2 years' worth of annual fixed remuneration.
Executive Directors' contracts contain "malus" clauses to cancel the payment of long-term variable remuneration, and clawback clauses as explained below.

A.1.3 Amount and nature of fixed components that are due to be accrued during the year by Directors in their capacity as such.

The directors' remuneration in their capacity as such consists of a fixed annual remuneration and per diem allowances per attendance at the relevant meetings.

The amounts of these items were set at the Board of Directors' meeting held on 3 November 2022, at the proposal of the Nomination and Remuneration Committee, which agreed to keep them unchanged from the previous year. These amounts are as follows:

Fixed monthly cash remuneration:
Chairman of the Board	€30,600
Director	€5,100
Chairman of the Appointments and Remuneration Committee	€1,700
Chairman of the Audit and Control Committee	€1,700

Per diem allowances per attendance at meetings (per meeting):
Board of Directors	€2,805
Appointments and Remuneration Committee	€1,020
Audit and Control Committee	€1,632

According to the recommendations of the CNMV's Code of Good Governance, the directors in their capacity as such do not have (i) variable remuneration systems paid in cash, shares or rights over shares, or instruments pegged to the value of the share (ii) life insurance, or (iii) long-term savings systems or other social welfare systems.

Proprietary directors waive the right to receive any remuneration as directors of the Company.

In the case of the Chairman of the Board and the Chairmen of the Committees, besides the remuneration corresponding to their status as directors, there is the remuneration set out for exercising these chairmanship functions.

The fixed remuneration for the current financial year will therefore be € 836,400. The remuneration to be accrued as per diem allowances will depend on the number of meetings of the various bodies of the Board that are in fact held.

As in previous years, when determining the amount of this remuneration, the Board has borne in mind (1) that it is appropriate to market standards, to which end the information contained in the CNMV Report on remuneration of directors of listed companies for 2021 has been consulted, and (2) that it is set according to the positions that the Director holds on the Board and its Committees.

A.1.4 Amount and nature of the fixed components that will accrue during the year for the performance of senior management functions by executive Directors.

The executive Directors receive a fixed remuneration, paid in cash, for performing their management duties at the Company. Such remuneration was set at the following amounts for 2023 (1 January to 31 December):

	Fixed salary 2022	% increase	Fixed salary 2023
Chief Executive Officer	828,240 euros	4%	861,370 euros

Secretary Director	239,286 euros	4%	248,857 euros

These amounts were set at the Board of Directors' meeting on 3 November 2022 as proposed by the Appointments and Remuneration Committee.

To determine this increase, the Board has taken into account the market information on salary increase forecasts provided by the main consulting firms in the field, Willis Towers Watson and Korn Ferry.

The fixed remuneration of executive Directors is set on a calendar year basis.

A.1.5 Amount and nature of any component of remuneration in kind that will accrue during the year, including, but not limited to, insurance premiums paid in favour of the Director.

Only executive Directors receive a package of remuneration in kind similar to that of the Company's management team. Specifically, executive Directors are beneficiaries of a life insurance. This package also includes medical insurance and a company car.

The Company has taken out and pays the global premium corresponding to a directors' and senior managers' public liability insurance policy covering all directors, both executive and non-executive. In this policy, the directors are considered insured parties, for the liabilities that may be demanded of them due to performing the activities inherent in their duties. In particular, both the contracts of the Chief Executive Officer and the Secretary Director require the Company to take out a public liability insurance policy. Since the public liability insurance is taken out on an overall basis, it is not possible to calculate the part of it that is attributable to the directors as remuneration in kind, but in any case its individual amount is not large.

A.1.6 Amount and nature of variable components, differentiating between those established in the short and long terms. Financial and non-financial, including social, environmental and climate change parameters selected to determine variable remuneration for the current year, explaining the extent to which these parameters are related to performance, both of the Director and of the company, and to its risk profile, and the methodology, necessary period and techniques envisaged to be able to determine the effective degree of compliance, at the end of the year, with the parameters used in the design of the variable remuneration, explaining the criteria and factors applied in regard to the time required and methods of verifying that the performance or any other conditions linked to the accrual and consolidation of each component of variable remuneration have effectively been met.

Indicate the range, in monetary terms, of the different variable components according to the degree of fulfilment of the objectives and parameters established, and whether any maximum monetary amounts exist in absolute terms.

Executive Directors receive both long and short-term variable remuneration. The metrics of this remuneration are made up of financial and non-financial criteria, in line with the company's short and long-term objectives.

The financial metrics are based on relevant indicators of Company performance and shareholder return; the latter is considered for the purposes of long-term remuneration. Non-financial metrics complement those aimed at ensuring the Company's sustainability and its commitment to key stakeholders, including employees, suppliers and customers.

Short-term Variable Remuneration (Annual)

The compliance targets, their weighting, and their target and maximum amounts for the Chief Executive Officer in this financial year are as follows:

Chief Executive

Officer

		Weighting	Target Amount	Maximum amount
	Business Objectives
	Adjusted Ebit	60%	€ 775,232	€ 930,279
150% of the fixed remuneration	Working Capital	15%	€ 193,808	€ 232,570

	Personal contribution	25%	€ 323,014	€ 323,014
	Total	100%	€ 1,292,054	€ 1,485,863

The compliance targets, their weighting, and their target and maximum amounts for the Secretary Director for this year are as follows:

Secretary Director Weighting Target Amount Maximum amount Business Objectives Adjusted Ebit 40% € 44,746 € 53,695 45% of the fixed remuneration Working Capital 10% € 11,186 € 13,424 Personal contribution 50% € 55,932 € 55,932 Total 100% € 111,864 € 123,051

Both directors have set maximum limits for an overachievement scenario that motivate and enhance the achievement of the Company's results, for which it is considered appropriate to incentivize extraordinary results.

It is important to underline that the Company continues to safeguard austerity and risk management, such that the limits on short-term variable remuneration have not been extended to 200% of fixed remuneration, which is common practice in listed companies.

The Board of Directors, at the proposal of the Appointments and Remuneration Committee, sets for each financial year the various objectives to be met, and the objective quantification of each of these objectives.

t is important to remark that the personal contribution includes parameters linked to sustainability, which for the current financial year are linked to the following areas: occupational safety (reduction of accidents at work), talent development, diversity (women in leadership positions and reduction of the wage gap) and the environment (increase in the number of kilometers driven by our fleet with lowemission vehicles).

Long-Term Variable Remuneration (Multi-annual)

Due to overlapping in time, the following Long-Term Incentive Plans remain in force during the 2022- 2023 financial year:

Long-Term Incentive Plan 2020 (General and Special Plan): with a single consolidation period, consolidation in September 2023, which was agreed to be launched in October 2020.
Long-Term Incentive Plan 2021-2023: with three consolidation cycles, the first of which was launched in October 2021 and accrues in September 2024.
Long-Term Incentive Plan 2021-2023 Second Consolidation period, launched in October 2023 and accrues in September 2025.

Accordingly, during the current financial year, accrual of the General and Special 2020 Long-Term Incentive Plan will occur on 30 September 2023, and the invitation for the Second Consolidation period of the 21-23 Plan will be launched. Both executive Directors participate in both Plans.

The operation of these Long-Term Incentive Plans is based on the initial recognition of a number of potentially-consolidating shares, which are settled over 3 years, depending on the degree to which the objectives set are achieved.

The objectives and weights for the consolidation of the General and Special Incentive Plan 2020, as well as for the second cycle of the Long-Term Incentive Plan 2021-2023 are:

	Weighting
Adjusted EBIT	65%
Profitability Comparison with other companies*.	25%
Sustainability: CDP-List Kilometres travelled by the fleet with low	10%
emission vehicles Total	100%

*When assessing the extent to which the objective of comparative profitability with respect to other companies has been met, the Board has determined the group of comparable companies, selected in the context of the Company's activities: from among its main customers and competitors with similar characteristics (BAT Plc., Deustche Post AG, ID Logistics, Imperial Brands Plc., JTI Inc., McKesson Corp., Philip Morris International, Inc. Stef, S.A., XPO Logistics). The share price's performance against certain relevant stock market indices is also borne in mind given the Company's characteristics (IBEX medium cap index, IBEX top dividend total return index).

The maximum number of shares to be received at the end of the Consolidation period of the General Long-Term Incentive Plan 2020 is equivalent to 100% of the amount of the annual variable remuneration accrued by each Director during the previous financial year (or 100% of the amount of the expected annual variable remuneration if he/she was not an executive Director in the previous financial year), divided by the weighted average price of the Company's shares in the thirty trading sessions prior to the recognition date. Regarding the 2020 Special Long-Term Incentive Plan, this value is 75% of the fixed remuneration.

Accordingly, the maximum number of actions to be consolidated, subject to fulfilling each Plan's objectives, is

	General Plan 2020:	Special Plan 2020:
Chief Executive Officer	80,110	41,294
Secretary Director	4,977	3,166

For the Second Consolidation period of the Long-Term Incentive Plan 2021-2023, the number of shares to be recognised is:

a) Chief Executive Officer: 225% of the corresponding fixed remuneration, on which basis a percentage may be applied to encourage over-performance up to an initial incentive of 116.25%.
b) Secretary Director: 65% of the corresponding fixed remuneration, on which an incentive percentage of up to 116.25% may be applied to encourage over-compliance.

Accordingly, the number of shares potentially recognised in the Second Period of the 2021-2023 Incentive Plan for both Directors was decided by the Board of Directors on 3 November 2022 and is as follows:

	Second Consolidation period Plan 21-23
Chief Executive Officer	95,566
Secretary Director	7,976

As explained above, the determination of the degree of fulfilment of the objectives is not made until the duly audited annual accounts are available.

Likewise, as an element to minimise exposure to risk, the obligation for Executive Directors to maintain a package of shares of those delivered according to the long-term incentives equivalent to 2 years' annual fixed remuneration is foreseen.

Other variable remuneration

The Remuneration Policy 2022-2024 provides for, on an exceptional basis, and in view of the contractual conditions prior to her appointment as Secretary Director, two extraordinary cash payments being made to that Director, linked to fulfilling the objectives set out in the Long-Term Incentive Plans. Based on this extraordinary bonus, which may reach a maximum of 64,400 euros/year, the second and last payment thereof will be made this year, in December 2022, subject to the same degree of fulfilment of the objectives of the Long-Term Objectives Plans consolidated in September 2022. This extraordinary bonus is not consolidated.

A.1.7 Main characteristics of long-term savings schemes. Among other information, indicate the contingencies covered by the scheme, whether it is a defined contribution or a defined benefit scheme, the annual contribution that has to be made to defined contribution schemes, the benefits to which Directors are entitled in the case of defined benefit schemes, the consolidation conditions of the economic rights of Directors and their compatibility with any other type of payment or indemnification for early termination or dismissal, or deriving from the termination of the contractual relationship, in the terms provided, between the company and the Director.

Indicate whether the accrual or consolidation of any of the long-term savings' plans is linked to the attainment of certain objectives or parameters relating to the Director's shortor long-term performance.

The executive Directors participate in the Group's Employment Pension Plan (which is generally applicable to Group employees). This Plan is a set contribution plan and the monthly contributions made by the Company correspond to 6.9% of the regulatory salary (Base Salary of the Logista Collective Bargaining Agreement for Level III of the "Management" professional group).

Executive Directors also participate in the Directors' Social Welfare Plan, to which the Group makes contributions calculated on the basis of a percentage of approximately 10% of each executive Director's salary and annual short-term variable remuneration.

The Plans are not linked to achieving certain objectives, although the Executives' Welfare Plan bears in mind, for the purposes of Logista's contribution, the short-term variable remuneration earned in the previous year.

The contingencies covered are those of retirement, permanent disability and death, and moreover, those of general illness, in the case of the Executives' Welfare Plan.

The consolidated financial rights derived from both Plans are compatible with the compensation for termination or early retirement or that derived from the contractual relationship, since these plans are not compensation plans, but rather additional benefits that form part of the annual remuneration to which executive Directors are contractually entitled.

A.1.8 Any type of payment or indemnification for early termination or dismissal, or deriving from the termination of the contractual relationship, in the terms provided, between the company and the Director, whether at the company's or the Director's initiative, as well as any type of agreement reached, such as exclusivity, post-contractual non-competition, minimum contract term or loyalty, that entitles the Director to any kind of remuneration.

No compensation payments are envisaged for Directors if they are terminated from their functions, as such. Compensation payments are only envisaged in the event of termination in the exercise of the executive functions they perform, if any. In this respect, the scheme applicable to executive Directors is as follows:

Change of control clause	In the event of a change of control, executive Directors shall be entitled to a severance payment equivalent to one year's fixed and short-term variable remuneration.
Severance pay	The Chief Executive Officer and the Secretary are entitled to receive an indemnity if the relationship is terminated by unilateral decision of the Company without just cause equivalent to one year's fixed and short-term variable remuneration.
Compensation for a unilateral decision by the Director with just cause	Besides the event of a change of control, the Chief Executive Officer is entitled to an indemnity equal to one year's fixed and variable short-term remuneration if the company is in serious and culpable breach of its obligations, or if the Chief Executive Officer ceases to be the Company's sole Chief Executive Officer. As regards the Secretary Director, she is entitled to the same indemnity in the event of a serious breach by the Company of its obligations, including the loss of the position of Secretary Director or General Secretary-Legal Director.
Restrictive covenants	The Chief Executive Officer's contract includes a post-contractual restrictive covenant for 12 months. This covenant is remunerated, the compensation for the non competition restriction being an annuity of fixed remuneration and short-term annual variable remuneration. As regards the Secretary Director, following her incorporation into the severance plan implemented by the Company ("Plan 60"), to which we shall refer below, she assumes a 12-month restrictive covenant, if her departure from the Company takes place within the framework of said plan.

Malus and claw back clauses	The executive Directors' contracts have malus clauses that allow the Company to cancel the payment of long-term variable remuneration, as well as clawback clauses to demand the return of both short and long term remuneration already paid, in certain circumstances during the 2 years following their settlement and payment. These events are set out in the Remuneration Policy 2022- 2024 and are as follows:
	- It shows that the settlement and payment of such remuneration has been made in whole or in part on the basis of information which is manifestly false or seriously inaccurate and subsequently proven to be false.
	- Material restatement with a material adverse impact on the financial statements when considered by the external auditors (except for changes in accounting standards).
	- Sanction of the executive Director for serious breach of the law or of the Code of Conduct and other applicable internal regulations, if the breach has seriously damaged the image and reputation of the Logista Group or its perception by the markets, customers, suppliers or regulators, among others.

At its meeting of 22 September 2021, the Board of Directors decided, under the previous Remuneration Policy, to implement a standard practice in the market, a severance plan for the Company's senior management ("Plan 60"), essential to contribute to scheduling orderly succession in key positions of the Company, while encouraging very long-term commitment on the part of these executives due to its incentivising nature. This plan helps to minimise the financial impact of terminations in the financial years in which they occur.

In designing this scheme, we were advised by two prestigious companies that have participated in designing the mechanism, namely Mercer Consulting S.L.U and J&A Garrigues S.L.P.

Plan 60 is addressed to members of senior management, who are invited on a case-by-case basis. The Board agreed to invite the Secretary Director, in her capacity as Secretary General and as a member of senior management. However, the Chief Executive Officer is not a beneficiary of this scheme.

To cover this extraordinary remuneration, the Company shall make annual contributions to a deferred life insurance policy, of which the Company itself is the policyholder and beneficiary, quantified at 20% of the Total Annual Remuneration (fixed remuneration plus annual variable remuneration target of 100%) of the Secretary Director. The Director's entitlement to receive the extraordinary remuneration, which includes the amounts contributed to that point and their financial return, arises when she leaves from the Company by mutual agreement after a certain age or in extraordinary circumstances of disability, permanent incapacity and similar. The receipt of such amounts shall be incompatible with the payment of any compensation that the director may be entitled to receive due to her relationship with the Company being terminated. The receipt of these amounts includes the acceptance of a contractual restrictive covenant for 12 months.

The contribution corresponding to the financial year 2023 to be made by the Company in this financial year shall be € 72,168,66, although the amounts contributed will only be accrued by said Director when the Contract is terminated according to the terms of the aforementioned Plan 60.

According to Recommendation 64 of the CNMV's Code of Good Governance of Listed Companies and the recommendations of the proxy advisors, the Secretary Director's contract includes the provision that the total amount of the guaranteed extraordinary remuneration shall not exceed the equivalent of two years' total annual remuneration of the Secretary Director at the time such remuneration is accrued.

Regarding the Chief Executive Officer, it should be noted that the amount of compensation he may receive if his contract is terminated is already contractually below this limit (one year's fixed and variable remuneration in the short term in all cases of termination, plus one year's fixed and variable annual remuneration for restrictive covenants).

A.1.9 Indicate the conditions that contracts of executive Directors performing senior management functions must contain. Among other things, information must be provided on the duration, limits on amounts of indemnification, minimum contract term clauses, notice periods and payment in lieu of these notice periods, and any other clauses relating to signing bonuses, as well as compensation or golden parachute clauses for early termination of the contractual relationship between the company and the executive Director. Include, among others, the pacts or agreement on non-competition, exclusivity, minimum contract terms and loyalty, and post-contractual non-competition, unless these have been explained in the previous section.

Besides what is explained in the foregoing section, the content of the contractual clauses was reviewed by the Board of Directors in the financial year 2019-2020 to bring them in line with best market practices when new executive Directors join.

The duration of the executive Directors' contracts is indefinite and includes no performance clauses.

The notice clauses are as follows:

Chief Executive Officer	Secretary Director:
	
By voluntary unilateral decision of	By voluntary unilateral decision of
the Chief Executive Officer: at least	the Secretary: at least 3 months'
12 months' notice, with the	notice, with the obligation to pay
obligation to pay the Company, in	the Company, in the event of
the event of breach of this period,	breach of this period, compensation
compensation equivalent to one	equivalent to one year's fixed and
year's fixed and short-term variable	short-term variable remuneration
remuneration corresponding to the	corresponding to the notice period
notice period not worked.	not worked.
	
By unilateral decision without just	By unilateral decision without just
cause by the Company: minimum	cause by the Company: at least 3
12 months' notice, with the	months' notice, with the obligation
obligation to pay the CEO, in the	to pay the CEO, in the event of
event of breach of this period,	breach of this period, compensation
compensation equivalent to one	equivalent to one year's fixed and
year's fixed and short-term variable	short-term variable remuneration
remuneration corresponding to the	corresponding to the notice period
notice period not worked.	not worked.

The contracts of both executive Directors include "Gardening leave" clauses, according to which, should the Director notify the Company of his/her desire to terminate the contractual relationship by unilateral decision of the executive Director, the Company may agree to terminate the Director's duties and require him/her to cease rendering services, in which case he/she shall remain on paid leave until the termination.

A.1.10 The nature and estimated amount of any other supplementary remuneration that will be accrued by Directors in the current year in consideration for services rendered other than those inherent in their position.

As of the date this report was issued, there was no additional remuneration accrued to Directors for services rendered other than those inherent in their post.

A.1.11 Other items of remuneration such as any deriving from the company's granting the Director advances, loans or guarantees or any other remuneration.

As of the date this report was issued, no advances, loans or guarantees had been granted to any Director.

A.1.12 The nature and estimated amount of any other planned supplementary remuneration to be accrued by Directors in the current year that is not included in the foregoing sections, whether paid by the company or by another group company.

At the date of issue of this report, there is no other additional remuneration that is not included in the above sections.

A. 2 Explain any significant change in the remuneration policy applicable in the current year resulting from:
- a) A new policy or an amendment to the policy already approved by the General Meeting.
- b) Significant changes in the specific determinations established by the board for the current year regarding the remuneration policy in force with respect to those applied in the previous year.
- c) Proposals that the Board of Directors has agreed to submit to the general shareholders' meeting to which this annual report will be submitted and for which it is proposed that they be applicable to the current year.

No changes to the current policy, Remuneration Policy 22-24, are expected in the current financial year.

A.3 Identify the direct link to the document containing the company's current remuneration policy, which must be available on the company's website.

The direct link to the document published on the Company's website, which contains the Remuneration Policy 2022-2024 for the financial year, is as follows Corporate Policies (logista.com):

A.4 Explain, taking into account the data provided in Section B.4, how account has been taken of the voting of shareholders at the General Shareholders' Meeting to which the annual report on remuneration for the previous year was submitted on a consultative.

96,79% of shareholders supported the Remuneration Report for the 2020-2021 financial year. In response to this vote and the recommendations of the proxy advisors, in this report, following the analysis conducted by the Appointments and Remuneration Committee, the Board has focused its efforts on increasing the transparency and clarity of the information presented, systematizing the information in the various sections to clearly differentiate the aspects concerning the application of the Remuneration Policy in the current financial year (2022-2024) from its application in the financial year ended (2021-2022), and to provide additional data and complementary explanations that would give a better understanding of the application of the Remuneration Policy of the Company's Directors.

Thus, data have been provided on the targets applied to determine the amounts to be received by executive Directors under the short- and long-term variable remuneration scheme, as well as further explanations of the objectives pursued in setting the limits for annual variable remuneration.

Likewise, bearing in mind Recommendation 64 of the CNMV's Code of Good Governance for listed companies and the reflections of the proxy advisors regarding compensation, it has decided to improve the explanations of the compensation set for the Chief Executive Officer and the Secretary Director, which in no case may exceed the equivalent of two years' total annual remuneration.

B OVERALL SUMMARY OF HOW REMUNERATION POLICY WAS APPLIED DURING THE YEAR LAST ENDED

B.1.1 Explain the process followed to apply the remuneration policy and determine the individual remuneration contained in Section C of this report. This information will include the role played by the remuneration committee, the decisions taken by the Board of Directors and the identity and role of any external advisors whose services may have been used in the process of applying the remuneration policy in the year last ended.

As stated in section A, during the financial year 2021-2022, the Remuneration Policy 2022-2024 was submitted to the General Shareholders' Meeting for approval, due to its having been necessarily adapted to the regulations set out in Law 5/2021, amending art. 529 novodecies of the Capital Companies Act.

The new policy incorporates all regulations already in the previous policy and seeks to provide greater detail in the remuneration of Directors and Executive Directors. In carrying out these tasks, the Company has been assisted by J&A Garrigues S.L.P.

The individual remuneration of the Directors in their capacity as such was approved at the Board meeting on 04 November 2021, at which it was agreed to continue with the sums received until then unchanged. This decision was preceded by a meeting of the Appointments and Remuneration Committee.

At the same meeting, it was agreed to update the fixed remuneration of the executive Directors for performing executive duties, as well as settling their variable remuneration for the previous year. This settlement was therefore made when the annual accounts for the 2020-2021 financial year were drawn up; they contained no qualifications by the external auditor.

B.1.2. Explain any deviation from the established procedure for the application of the remuneration policy that has occurred during the financial year

There have been no deviations from the procedure set out in the previous financial year.

B.1.3 Indicate whether any temporary exceptions to the remuneration policy have been applied and, if applied, explain the exceptional circumstances that led to the application of these exceptions, the specific components of the remuneration policy affected, and the reasons why the company considers that those exceptions have been necessary to serve the long-term interests and sustainability of the company as a whole or to ensure its viability. Please also quantify the impact that the application of these exceptions has had on the remuneration of each director in the year.

There were no temporary exceptions to the remuneration policy during the financial year.

B. 2 Explain the different actions taken by the company in relation to the remuneration system and how they have contributed to reducing exposure to excessive risks and aligning it with the long-term objectives, values and interests of the company, including a reference to the measures adopted to ensure that the long-term results of the company have been taken into consideration in the remuneration accrued and that an appropriate balance has been attained between the fixed and variable components of the remuneration, the measures adopted in relation to those categories of personnel whose professional activities have a material effect on the company's risk profile and the measures in place to avoid any possible conflicts of interest.

The Board of Directors and the Appointments and Remuneration Committee have followed a formal and transparent procedure for both proposing the design of the Remuneration Policy and establishing the remuneration packages for directors according to the regulations and principles set out therein.

The remuneration policy approved by the General Meeting of Shareholders was therefore rigorously applied during the financial year ended. There were no deviations in the procedure for applying this policy and the maximum limits set out therein were not exceeded.

No executive Director was involved in decisions regarding his or her own remuneration.

Regarding remuneration for the exercise of non-executive functions, setting fixed remuneration and per diem allowances, without including any variable or over-incentivised item for all Directors is considered an effective instrument to reduce exposure to excessive risks.

Regarding the exercise of executive functions, as explained in section A above, the measures taken to eliminate excessive risk-taking are linked:

the specific business objectives set, which were only assessed after the annual accounts had been drawn up and audited,
the existence of malus and clawback clauses,
and setting out a long-term remuneration plan, which includes both operational financial objectives and objectives for creating shareholder value and sustainability with a long-term time horizon, adjusted to the Company's economic cycles. This is complemented by the obligation that executive Directors must hold a number of the shares delivered under the various remuneration plans equivalent to two years' worth of their annual fixed remuneration.

The variable remuneration of the current executive Directors was determined once the audited accounts of the Company were made available to the Board of Directors.

B.3 Explain how the remuneration accruing and vested during the year complies with the provisions of the current remuneration policy and, in particular, how it contributes to the sustainable long-term performance of the company.

Furthermore, report on the relationship between the remuneration obtained by the Directors and the results or other performance measures of the company in the short and long term, explaining, if applicable, how variations in the company's performance have influenced changes in Directors' remuneration, including any accrued remuneration payment of which has been deferred, and how such remuneration contributes to the shortand long-term results of the company.

Regarding the remuneration of the Board for the exercise of non-executive functions, it should be noted that the total remuneration accrued during the financial year does not exceed the maximum amount set out in the Remuneration Policy.

Regarding the amount of the annual variable remuneration of the executive Directors, the part of the objectives concerning financial results is fundamentally linked to the evolution of the Company's main financial indicators. During this financial year, the company's financial result was 285.574 euros' profit before tax, hence the percentage variable achievement of the financial objectives of both Directors was in line with these results, as will be explained later in section B.7.

Regarding the annual variable remuneration linked to individual contribution, it is important to note that the Board determines the percentage of achievement based on the quality of the results and individual performance of each Director, but the metrics for assessing this contribution also include achieving certain sustainability parameters linked to reducing workplace accidents, developing internal talent, diversity and gender equality, as well as environmental impact, encouraging increased use of low-emission vehicles in the company's fleet. These objectives, which were rolled out throughout the organisation in the remuneration schemes of the management team, contribute directly to the development and growth of the company in the year being in line with long-term growth and that this is built on a basis of responsibility and contributing value to society.

Regarding multi-annual variable remuneration, the initial determination of the shares recognised to them, which will be consolidated over the horizon foreseen in the different Plans in which they participate, has been made according to the parameters and in the terms set out in section B.8 below, which also include parameters linked to environmental sustainability, as well as to protecting the interests of the shareholders, through the comparative profitability of the share.

B. 4 Report on the result of the consultative vote on previous year annual remuneration report at the General Shareholders' Meeting indicating the number of abstentions and votes against, in favour and blank votes, if any:

Number	% of total
102,272,103	77.04

Number	% of issued
1,446,048	1.41
98,991,631	96.80
0	0,00
1,834,424	1.79

Remarks

B. 5 Explain how the fixed components accrued and vested during the year by the Directors in their capacity as such were determined, its relative proportion for each director, and how they changed with respect to the previous year

As mentioned above, the Board decided to maintain unchanged the fixed components of Directors' remuneration in their capacity as Directors. These are set according to the following scheme:

Fixed monthly cash allowance:
Chairman of the Board	€30,600
Director	€5,100
Chairman of the Appointments and Remuneration Committee	€1,700
Chairman of the Audit and Control Committee	€1,700

Per diem allowances for attendance at meetings (per meeting):

Board of Directors	€2,805
Appointments and remuneration committee	€1,020
Audit and Control Committee	€1,632

According to this scheme, the total remuneration and the percentage for each Director is detailed, although the full details are shown in section C.1 of this report.

The proprietary directors waived the right to receive any remuneration in their capacity directors of the Company.

The fixed remuneration for the financial year 2021-2022 was therefore €836,399. The remuneration accrued for per diem allowances was €237.795, hence the total remuneration of the Board for performing non-executive duties remained below the maximum limit of €1,600,000 for such remuneration as set out in the Remuneration Policy.

B. 6 Explain how the salaries accrued and vested by each of the executive Directors over the past financial year for the performance of management duties were determined, and how they changed with respect to the previous year.

The Appointments and Remuneration Committee proposed to the Board the fixed remuneration of the executive Directors for the calendar year 2022.

The remuneration was determined on the basis of the remuneration set for executive Directors in the Remuneration Policy 2021-2023, and was increased in line with the increase set for the company's senior management, bearing in mind the data on remuneration increase ranges in comparable companies prepared by Willis Towers Watson. Following an analysis of the data received, the Board of Directors decided to set the Chief Executive Officer's raise at 2% and the increase for the Secretary Director at 2.5%.

The amounts for fixed remuneration were therefore set as follows:

	Fixed salary 2021	% increase	Fixed salary 2022
Chief Executive Officer	812,000 euros	2%	828,240 euros

Secretary Director	233,450 euros	2.5%	239,286 euros

Note: It is important to note that the salary increase for both Directors was initially set at the Nomination Committee meeting on 4 November 2021 at 2% for both Directors. Subsequently, at the meeting on 2 December 2021, the increase planned for the Secretary Director was revised to 2.5% in line with the increase set for the company's senior management, and this was stated in the Remuneration Policy 22-24 approved in February by the General Meeting. This is why the previous IARC, being prior to that date, foresaw in its fixed remuneration sections a lower remuneration for the Secretary Director (€238,119).

Therefore, the amount accrued as fixed salary, corresponding to financial year '22 amounts to €824.180 in the case of the Chief Executive Officer and €237.827,39 in the case of the Secretary Director. Given that the company's financial year is different from the calendar year, in calculating the accrual of this remuneration, three monthly payments for 2021 plus nine monthly payments for 2022 with their corresponding proportional accruals of extraordinary payments are used.

B. 7Explain the nature and the main characteristics of the variable components of the remuneration systems accrued and vested in the year last ended.

In particular:

a) Identify each of the remuneration plans that determined the different types of variable remuneration accrued by each of the Directors in the year last ended, including information on their scope, date of approval, date of implementation, any consolidation conditions that apply, periods of accrual and validity, criteria used to evaluate performance and how this affected the establishment of the variable amount accrued, as well as the measurement criteria used and the time needed to be able to adequately measure all the conditions and criteria stipulated, explaining the criteria and factors applied in regard to the time required and the methods of verifying that the performance or any other kind of conditions linked to the accrual and consolidation of each component of variable remuneration have effectively been met.
b) In the case of share options and other financial instruments, the general characteristics of each plan must include information on the conditions both for acquiring unconditional ownership (consolidation) of these options or financial instruments and for exercising them, including the exercise price and period.
c) Each Director that is a beneficiary of remunerations systems or plans that include variable remuneration, and his or her category (executive Director, external proprietary Director, external independent Director or other external Director).
d) Information is to be provided on any periods for accrual, consolidation or deferment of payment of vested amounts applied and/or the periods for retention/unavailability of shares or other financial instruments, if any.

According to the current remuneration policy, both long and short-term variable remuneration systems include achievement scales based on the results achieved by the company, which contain minimum limits, below which payment is zero, and maximum limits which include over-achievement scenarios. The company's financial performance therefore directly affects the amount of remuneration received.

The accrual of this remuneration is only received after the annual accounts have been prepared and the group's results have been duly audited and verified by the Audit and Control Committee and the external audit team.

Determination of Annual Variable Remuneration

As set out in the Remuneration Policy 2022-2024, the Chief Executive's short-term variable remuneration is based on up to 150% of the fixed remuneration, which is multiplied by the degree to which objectives are met in the year, with a maximum proportion of achievement of 115%. In the case of the Secretary, 45% of the fixed remuneration is taken as a basis, with a maximum achievement rate of 110%.

According to these parameters, the Appointments Committee at its meeting on 3 November 2022 and with the results determined for the year, set the following level of achievement, which was ratified by the Board of Directors at its meeting the same day:

	150% of the fixed remuneration
		Weighting	Target	Achieved	% Achievement	% of Payment	Amount
	Business Objectives
	Adjusted Ebit	60%	312,7 M€	313,2 M€	100.2%	100%	€ 745,416
	Working Capital	15%	2952 M€	3281M€	111.1%	120%	€ 223,625

	Personal contribution	25%		25%	100%	100%	€ 310,590
Total		100%				103%	€ 1,279,631

Secretary Director 45% of the fixed remuneration

Chief Executive Officer

	Weighting	Target	Achieved	% Achievement	% of Payment	Amount
Business Objectives
Adjusted Ebit	40%	312.7M€	313.2 M€	100%	100%	€ 43,072
Working Capital	10%	2.952M€	3281M€	111.1%	120%	€ 12,921

Personal contribution	50%			98%	98%	€ 52,763
Total	100%				101%	€ 108,755

*The personal contribution includes the sustainability parameters linked to reducing workplace accidents, talent development, diversity and equality, and reducing emissions.

According to this achievement target, the amount payable as short-term variable remuneration to the Directors is:

Chief Executive Officer € 1,279,631
Secretary Director € 108,755

Long-Term Variable Remuneration

During the financial year, the third period of the 2017 General and Special Long-Term Incentive Plans was vested and an invitation to participate in the first Consolidation period of the 2021-23 Plan was made. The two executive Directors participate in both plans.

a) Consolidation of the third period of the General and Special Plans 2017

The Board, at its meeting of 3 November 2022, has determined the number of shares accrued by the Directors in the third consolidation period of the 2017 General and Special Plans, the accrual of which ended on 30 September 2022. These shares are as follows:

		General Plan 2017:		Special Plan 2017:
	Maximum shares	% Achievement	Consolidated Shares*	Maximum shares	% Achievement	Consolidated Shares*
Chief Executive Officer	57,971	70%	37.652	28.986	60%	16.137
Secretary Director	4,444	70%	2.849	2.222	60%	1.221

*Includes the pro-rata share of time that each Director has according to his incorporation to the company within the vesting period of both plans. This is 92.8% for the Chief Executive Officer and 91.7% for the Secretary Director.

The criteria used for such consolidation and set out by the Board of Directors are as follows:

		Weighting	Target	Achieved	% Achievement
period	General Plan 2017 Third Consolidation
	Logista Group's Operating Profit	50%	845,8	872,3	100%
	Company's Comparative Shareholder Return (CSR) Criteria	50%		Relative position among the comparison group	40%

Total		100%			70%


		Weighting	Target	Achieved	% Achievement
period	Special Plan 2017 Third Consolidation
	Logista Group's Operating Profit	33%	845,8	872,3	100%
	Company's Comparative Shareholder Return (CSR) Criteria	67%		Relative position among the comparison group	40%

The transfer of the shares to be consolidated shall be free of charge and shall be subject to the retention and return clauses set out in A.1.2 above.

a) Launch of the first consolidation period of the Plan 2021

In setting out the new Incentive Plan 2021-2023, which was approved by the General Meeting of Shareholders held on 4 February 2021, the Board has borne in mind international remuneration governance standards, in particular the following:

Simplicity	Risk Management
The two existing plans (General and Special) have been merged into a single plan, providing a clearer vision of the company's main goals for both the company's executive Directors and its shareholders.	The incentive structure is in line with the Company's risk management, including clawback and malus clauses.

Both directors, as mentioned above, were invited to participate in the first consolidation period of this Plan and, at the Board of Directors' meeting of 4 November 2021, the following number of unvested shares were recognized:

	First Consolidation period Plan 21-23
Chief Executive Officer	98,332
Secretary Director	8,167

In the framework of Remuneration Policy 22-24, this plan has an overachievement of up to 116.25% of the initial incentive in place for both Directors.

The first consolidation period has the following objectives:

	Incentive Plan 21-23 First Consolidation period	Metric	Weighting
	Logista Group Operating Profit		65%
	Company's Comparative Shareholder Return (CSR) Criteria	The Company's performance compared to the performance of the companies and broad indices comprising the Reference Group	25%
	Sustainability	Reduction of CO2 emissions by the Logista Group's fleet Inclusion in the CDP List	10%
Total			100%

Finally, the accrual of the General and Special Plans 2020, whose consolidation date will not fall until 30 September 2023 and whose details are included in section A of this report, is retained for the financial year 2021/2022.

Other variable remuneration

During 2022, the first payment of the extraordinary bonus included in the contract of the Secretary Director has been made. This payment was accrued in December 2021 in accordance with the provisions set out in the agreement, which established its link to the achievement of long-term objectives.

The maximum amount of the bonus was 64,400 euros. The amount finally achieved in accordance with the achievement of the 2017 General and Special Share Plans, second Consolidation Period, accrued on 30 September 2021, was 42,954.80 euros. The calculation of this bonus is detailed below:

	Weighting	Base	% Achievement	Payment
General Plan	67%	43.148 €	70%	30.203,60 €
Special Plan	33%	21.252 €	60%	12.751,20 €
Total	100%	64.400 €		42.954,80 €

B. 8 Indicate whether certain variable components have been reduced or clawed back when, in the former case, payment of non-vested amounts has been deferred or, in the latter case, they have vested and been paid, on the basis of data that have subsequently been clearly shown to be inaccurate. Describe the amounts reduced or clawed back through the application of the "malus" (reduction) or clawback clauses, why they were implemented and the years to which they refer.

Not applicable

B. 9 Explain the main characteristics of the long-term savings schemes where the amount or equivalent annual cost appears in the tables in Section C, including retirement and any other survivor benefit, whether financed in whole or in part by the company or through internal or external contributions, indicating the type of plan, whether it is a defined contribution or defined benefit plan, the contingencies covered, the conditions on which the economic rights vest in favour of the Directors and their compatibility with any type of indemnification for early termination or cessation of the contractual relationship between the company and the director.

According to the forecast schedule set out in section A.1.7, the contributions accrued by the Directors in this financial year are 213.817€ in the case of the Chief Executive Officer and 37.944€ in the case of the Secretary.

We refer to this section for the question of contingencies covered consolidation and compatibility with other compensation.

All amounts contributed by the Company to these plans are set out in section C of this report. B. 10 Explain, where applicable, the indemnification or any other type of payment deriving from the early cessation, whether at the company's or the Director's initiative, or from the termination of the contract in the terms provided therein, accrued and/or received by Directors during the year last ended.

There were no early termination or termination payments during the financial year.

B. 11 Indicate whether there have been any significant changes in the contracts of persons exercising senior management functions, such as executive Directors, and, if so, explain them. In addition, explain the main conditions of the new contracts signed with executive Directors during the year, unless these have already been explained in Section A.1.

There were no new executive Directors during the financial year, nor were there any changes to the contracts of the current directors.

B. 12 Explain any supplementary remuneration accrued by Directors in consideration of the provision of services other than those inherent in their position.

Not applicable

B. 13 Explain any remuneration deriving from advances, loans or guarantees granted, indicating the interest rate, their key characteristics and any amounts returned, as well as the obligations assumed on their behalf by way of guarantee.

Not applicable

B.14 Detail the remuneration in kind accrued by the Directors during the year, briefly explaining the nature of the various salary components.

Moreover, only the executive Directors are entitled to a package of remuneration in kind similar to that of the Company's management team. Specifically, executive Directors are beneficiaries of life insurance, with an annual premium of €5.663. This package also includes medical assistance insurance and a company car, worth the following amounts:

	Remuneration in kind
Chief Executive Officer	37.521,73 euros
Secretary Director	35.077,66 euros

B.15 Explain the remuneration accrued by any Director by virtue of payments made by the listed company to a third company in which the Director provides services when these payments seek to remunerate the Director's services to the company.

Not applicable

B.16 Explain and detail the amounts accrued during the year in relation to any other kind of remuneration, different from the foregoing, whatever the nature or the group company that satisfies it is, including all benefits in any form, such as when it is considered a relatedparty transaction or, especially, when it significantly affects the true and fair view of the total remuneration accrued by the director. The amount granted or pending payment must be explained, as well as the nature of the consideration received and the reasons why it would have been considered, as the case may be, that it does not constitute remuneration to the director in his capacity as such or in consideration for the performance of his executive duties, and whether or not it has been considered appropriate to include it among the amounts accrued in the "other items" section of section C.

The participation of the Secretary Director, as mentioned above, in the Executive Separation Plan, known as Plan 60, has generated a contribution to the deferred life insurance set out in this scheme for the year 2022 for the sum of €69,393.01.

It is important to remember that the total fund of said Plan in favour of the Secretary Director will not be consolidated until the termination of the contract by mutual agreement when she reaches the age set out in her membership agreement and, in any case, the maximum amounts to be received are limited to two annuities of total fixed remuneration.

C ITEMISED INDIVIDUAL REMUNERATION ACCRUED BY EACH DIRECTOR

Name	Type	Period of accrual in year 2022
GREGORIO MARAÑÓN	Chairman-Independent	From 01/10/2021 to 30/09/2022
ÍÑIGO MEIRÁS	CEO	From 01/10/2021 to 30/09/2022
MARIA ECHENIQUE	Secretary Director - Executive	From 01/10/2021 to 30/09/2022
CRISTINA GARMENDIA	Director - Independent	From 01/10/2021 to 30/09/2022
LUIS ISASI	Director - Independent	From 01/10/2021 to 30/09/2022
ALAIN MINC	Director - Independent	From 01/10/2021 to 30/09/2022
PILAR PLATERO	Director - Independent	From 01/10/2021 to 30/09/2022
LILLIAN ALICE BLOHM	Director - Proprietary	From 01/10/2021 to 30/09/2022
JOHN MATTHEW DOWNING	Director - Proprietary	From 01/10/2021 to 30/09/2022
MARIE D'WITT	Director - Proprietary	From 01/10/2021 to 21/03/2022
RICHARD GUY HATHAWAY	Director - Proprietary	From 01/10/2021 to 30/09/2022
MURRAY HENRY MCGOWAN	Director - Proprietary	From 01/10/2021 to 30/09/2022
JENNIFER SUSAN RAMSEY	Director- Proprietary	From 06/04/2022 to 30/09/2022

C.1 Complete the following tables regarding the individual remuneration of each Director (including remuneration received for performing executive duties) accrued during the year.
- a) Remuneration from the reporting company:
  - i) Remuneration accruing in cash (thousands of euros)

Name	Fixed Remuneration	Per diem allowance	Remuneration for memberships of the board committees	Total year 2022	Total year 2021
GREGORIO MARAÑÓN	428	42	20	490	487
ÍÑIGO MEIRÁS	61	25		86	84
MARIA ECHENIQUE	61	25		86	84
CRISTINA GARMENDIA	61	33		95	95
LUIS ISASI	61	33		95	88
ALAIN MINC	61	40	20	121	120
PILAR PLATERO	61	33		95	95
LILLIAN A. BLOHM
JOHN M. DOWNING
MARIE D'WITT
RICHARD G. HATHAWAY
MURRAY H. MCGOWAN
JENNIFER S. RAMSEY

Remarks

ii) Table of changes in share-based remuneration schemes and gross profit from vested shares or financial instruments

		Financial Instruments at start of the year		Financial Instruments grating during the year		Financial Instruments vested during the year				Instruments matured but not exercised	Financial Instruments at end of the year
Name		Name of Plan	No. of instruments	No. of Equivalent shares	No. of instruments	No. of equivalent shares	No. of instruments	No. of equivalent/vested shares	Price of Vested shares	Gross profit from vested shares or financial instruments (thousands of euros)	No. of instruments	No. of instruments	No. of equivalent shares
IÑIGO MEIRAS	3rd Consolidation Period General and Special Plan 2017	86.957	86.957			53.789	53.789	18,65	1.003
	General and Special Plan 2020	121.404	121.404								121.404	121.404
	1st Consolidation Period Plan 2021-2023			98.332	98.332						98.332	98.332
MARÍA ECHENIQUE	3rd Consolidation Period General and Special Plan 2017	6.666	6.666			4.070	4.070	18,65	76
	General and Special Plan 2020	8.143	8.143								8.143	8.143
	1st Consolidation Period Plan 2021-2023			8.167	8.167						8.167	8.167

iii) Long-term savings schemes

			Contribution for the year by the company (thousands of euros)		Amount of accrued funds
		Savings schemes with vested economic rights	Savings schemes with non vested economic rights			(thousands of euros)
Name	Year 2022 Year 2021	Year 2022		Year			Year 2022		Year 2021
				2021	Schemes with vested economic rights	Schemes with non vested economic rights	Schemes with vested economic rights	Schemes with non vested economic rights

iv) Details of other items

Name Item	Amount of remuneration

b) Remuneration of the listed company's directors for seats on governing bodies of its subsidiaries

i) Remuneration accruing in cash (thousands of euros)

Name	Fixed Remuneration	Per diem allowances	Remuneration on for memberships of board committees	Salary	Short Term Variable Remuneration	Long Term Variable Remuneration	Compensation	Other Items	Total year 2022	Total Year 2021
ÍÑIGO MEIRÁS				824	1280				2104	2739
MARIA ECHENIQUE				238	152				390	377

Remarks
This table includes the remuneration received in the exercise of executive functions, which is paid through Compañía de Distribución Integral Logista, S.A.U., 100% subsidiary of the Company.
For the calculation of the annual variable remuneration, the CEO has had a percentage of achievement of 103% and the Secretary of the Board of 101%.
On the other hand, the amount of the short term variable remuneration of the Secretary Director includes her extraordinary bonus detailed in section B.

ii) Table of changes in share-based remuneration schemes and gross profit from vested shares or financial instruments

				Financial instruments at Financial instruments start of year n granted during year n		Financial instruments vested during the year				Instruments matured but not exercised	Financial instruments at end of year n
Name	Name of plan	No. of instruments	No. of equivalent shares	No. of instruments	No. of equivalent shares	No. of instruments	No. of equivalent / vested shares	Price of vested shares	Gross profit from vested shares or financial instruments (thousands of euros)	No. of instruments	No. of instruments	No. of equivalent shares

	Remarks

iii) Long-term savings schemes

Director	Remuneration for the vested rights of savings schemes
Íñigo Meirás	214
María Echenique	38

			Contribution for the year by the company (thousands of euros)		Amount of accrued funds (thousands of euros)
	Savings schemes with vested economic rights		Savings schemes with non vested economic rights		Savings schemes with vested economic rights
Name		Year 2021	Year 2022	Year 2021	Year 2022		Year 2021
	Year 2022				Schemes with vested economic rights	Schemes with non-vested economic rights	Schemes with vested economic rights	Schemes with non vested economic rights
Iñigo Meirás	214	216			612		398
María Echenique	38	63	69	68	194	137	156	68

Remarks
The amounts of the non-vested savings schemes correspond to the contributions to the management buy-out plan (Plan 60).

iv) Details of other items

Name	Item	Amount of remuneration
Iñigo Meirás	Social Welfare Systems	38
María Echenique	Social Welfare Systems	35

Remarks

This amount is the value of the benefits package similar to that of the rest of the senior management. This includes company car, fuel, meals and medical insurance among others.

c) Summary of remuneration (thousands of euros):

This summary must include the amounts corresponding to all the remuneration items included in this report that have accrued to each Director, in thousands of euros.

	Remuneration accruing in the Company					Remuneration accruing in group companies
Name	Total cash remuneration	Gross profit from vested shares or financial instruments	Remuneration from savings schemes	Other items of remuneration	Total in year 2022, company	Total cash remuneration	Gross profit from vested shares or financial instruments	Remuneration from savings schemes	Other items of remuneration	Total in year 2022, group	Total year 2022, company + group 2022
GREGORIO MARAÑÓN	490				490						490
ÍÑIGO MEIRÁS	86	1003			1089	2104		214	38	2356	3445
MARIA ECHENIQUE	86	76			162	390		38	35	463	625
CRISTINA GARMENDIA	95				95						95
LUIS ISASI	95				95						95
ALAIN MINC	121				121						121
PILAR PLATERO	95				95						95
LILLIAN A. BLOHM
JOHN M. DOWNING
MARIE A. D'WIT
RICHARD G. HATHAWAY
MURRAY H. MCGOWAN
JENNIFER S. RAMSEY

C.2. Indicate the evolution over the last 5 years of the amount and percentage variation of the remuneration accrued by each of the listed company's directors who have been directors during the financial year, of the consolidated results of the company and of the average remuneration on a full-time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listed company.

	Total amounts accrued and % annual variation
	Year 2022	% variation 2022/2021	Year 2021	% variation 2021/2020	Year 2020	% variation 2020/2019	Year 2019	% variation 2019/2018	Year 2018
Executive Directors						-	-	-	-
Íñigo Meirás	3.445	45%	2.375	19%	1.993	-	-	-	-
María Echenique	625	42%	440	50%	293	-	-	-	-
External Directors
Gregorio Marañón	490	1%	487	-1%	494	2%	482	7%	450
Cristina Garmendia	95	0%	95	-4%	99	-6%	105	-4%	109
Luis Isasi	95	8%	88	-	-	-	-	-	-
Alain Minc	121	2%	119	-7%	128	14%	112	180%	40
Pilar Platero	95	0%	95	10%	86	-	-	-	-
Consolidated results of the Company	286	10%	261	19%	219	1%	217	7%	203
Average remuneration of employees	51	9%	47	-6%	50	-14%	58	23%	47

Remarks

In order to facilitate the uniformity and comparability of the data, and to adequately explain the variations in directors' remuneration over the last five years, the following observations are included:

Mr. Iñigo Meirás:
- o Mr. Iñigo Meirás joined the company on 19 December 2019, for this reason, in the fiscal year 2020 the remuneration for a full year is not included, and due to this there is a high percentage variation against the fiscal year 2021 that does not reflect the reality of the increase in his remuneration.
- o The maturity of the multi-year share plans, details of which are set out in sections A and B of this report, is three years, which is why the chief executive officer has been paid under these plans pro rata according to his date of joining the company. Thus, in year 22 there is still a small pro-rata, although much less than in year 21. In year 23 this pro-rata will have disappeared and the director will receive his full share in the plans. For this reason, year 22 compared to year 21 does not reflect the reality of the increase in his remuneration.
Mrs. María Echenique:
- o The secretary director joined the company on 1 January 2020, therefore, in fiscal year 2020 the remuneration for a full year is not reflected, and due to this there is a high percentage variation against fiscal year 2021 which does not reflect the reality of the increase in her remuneration.
- o The secretary director was not invited to the multi-year plans that expired in FY21, so there is a variation in her remuneration when vesting for the first time in FY22 for the third vesting period of the 2017 Plans, to which she was invited. This vesting includes a pro-rata proportionate to her stay in the company during the vesting period mentioned above. For this reason, FY22 compared to FY21 does not reflect the reality of the increase in her remuneration.
Mr Luis Isasi:

o The director Mr Luis Isasi joined the company in the financial year 2021 so his remuneration in this financial year does not reflect the full financial year.

Mr Alain Minc:
- o Director Alain Minc joined the company in 2018 so his remuneration in this financial year does not reflect the full financial year.
- o Director Alain Minc was appointed Chairman of the Audit Committee in 2019, which increased his fixed remuneration in accordance with the Remuneration policy by combining his role as Director with that of Chairman of the Audit Committee. This position carries an additional fixed remuneration in accordance with the remunerations policy

D OTHER INFORMATION OF INTEREST

If there are any significant issues relating to directors' remuneration that it has not been possible to include in the foregoing sections of this report, but which it is necessary to include in order to provide more comprehensive and reasoned information on the remuneration structure and practices of the company with regard to its directors, list them briefly.

Please note, that the annual Company's contribution for FY 2022, to cover its potential obligations vis a vis the Secretary Director under Plan 60 has been disclosed in section A of this report.

This annual remuneration report was approved by the Board of Directors of the company in its meeting of November 3rd 2022

Indicate whether any director voted against or abstained from approving this report.

Yes No

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED PUBLIC LIMITED COMPANIES

ISSUER IDENTIFICATION DETAILS

YEAR END-DATE 30/09/2022

TAX ID A-87008579

Company name:

Compañía de Distribución Integral Logista Holdings, S.A.

Registered office:

Calle Trigo 39 – Polígono Industrial Polvoranca – 28914 Leganés (Madrid)

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED PUBLIC LIMITED COMPANIES

A OWNERSHIP STRUCTURE

A.1 Complete the table below with details of the company's share capital and voting right, including, where applicable, those corresponding to shares with loyalty voting rights, at the date of the financial year closing:

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

No Yes � Date of approval at the general meeting: [dd/mm/yy]

Minimum period of uninterrupted ownership required by the articles of association:

Indicate whether the company has attributed loyalty votes:

No Yes �

Date of last change of share capital	Share capital Number of (euros) shares		Number of voting rights (not including additional votes attributed for loyalty)	Number of additional voting rights attributed corresponding to loyalty voting shares	Total number of voting rights, including additional votes attributed on the basis of loyalty
04/06/2014	26.550.000,00	132.750.000	---	---	132.750.000

Number of shares registered in the special register pending completion of the loyalty period:

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

Yes � No

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

Name or company name of the shareholder	% voting rights attributed to shares (including loyalty votes)		% voting rights through financial instruments		total % of voting rights	Of the total number of voting rights attributed to the shares, indicate, where applicable, the additional votes attributed which corresponding to the loyalty voting shares
	Direct	Indirect	Direct	Indirect		Direct	Indirect
Imperial Brands, PLC	0	50.008	0	0	50.008	---	---
FMR LLC	0	3.018	0	0	3.018	---	---
Fernando María Masaveu Herrero	0.015	3.243	0	0	3.258	---	---

Detail of indirect participation

Name or company name of indirect holder	Name or company name of direct holder	% voting rights attributed to shares (including loyalty votes)	% voting rights through financial instruments	total % of voting rights	Of the total number of voting rights attributed to the shares, indicate, where applicable, the additional votes attributed which corresponding to the loyalty voting shares
Imperial Brands, PLC	Imperial Tobacco LTD	50.008	---	50.008	---
FMR LLC	FIAM LLC	0.862	---	0.862	---
FMR LLC	Fidelity Management & Research Company LLC	1.929	---	1.929	---
FMR LLC	Fidelity Management Trust Company	0.001	---	0.001	---
FMR LLC	FMR Investment Management (UK) Limited	0.226	---	0.226	---
Fernando María Masaveu Herrero	Corporación Masaveu	3.065	---	3.065	---

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

Most significant changes

On March 16, 2022, FMR LLC announced that it had exceeded the threshold of 3% of share capital in the Company.
On April 29, 2022, Fernando María Masaveu Herrero announced that he had exceeded the threshold of 3% of share capital in the Company
On July 18, 2022, Capital Research and Management Company and Capital Income Builder, Inc. reported that they had crossed down the 3% threshold of share capital in the Company.

A.3 Give details of the shareholding at year-end, by whatever percentage, of the members of the board of directors who hold voting rights attributed to shares in the company or through financial instruments, excluding the directors identified in section A.2 above:

Name or company name of director	% of voting rights attached to the shares (including loyalty votes)		% of voting rights through financial instruments		% of total voting rights	Of the total number of voting rights attributed to the shares, indicate, where applicable, the % of additional votes attributed corresponding to the loyalty voting shares
	Direct	Indirect	Direct	Indirect		Direct	Indirect
Mr. Gregorio Marañón	0	0.033		0	0.033(1)	0	0
Mr. Íñigo Meirás	0.049	0		0	0.049(2)	0	0

Total percentage of voting rights held by the Board of Directors	0.082
------------------------------------------------------------------	-------	--

Breakdown of the indirect holding:

Name or company name of director	Name or company name of the direct owner	% of voting rights attached to the shares (including loyalty votes)	% of voting rights through financial instruments	% of total voting rights	Of the total number of voting rights attributed to the shares, indicate, where applicable, the % of additional votes attributed corresponding to the loyalty voting shares
Mr. Gregorio Marañón	Cigarral de Inversiones, S.L.	0.016	0	0.016	0
Mr. Gregorio Marañón	Locales EMA, S.L.	0.016	0	0.016	0

Give details of the total percentage of voting rights represented on the board:

	Total percentage of voting rights represented at the Board of Directors	0.082
--	-------------------------------------------------------------------------	-------

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

Not applicable

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

Related parties names or corporate names

Imperial Brands PLC / Compañía de Distribución Integral Logista Holdings, S.A.

Kind of relationship: Contractual

Brief description: "ITG-LOGISTA HOLDINGS RELATIONSHIP FRAMEWORK AGREEMENT", dated June 12th, 2014.

Imperial Brands PLC (formerly named Imperial Tobacco Group-ITG) undertakes to maintain and respect the freedom of management and decision making of the administrative and managerial bodies of the Company, and the neutrality principle in its commercial and services relations with third parties, also establishing the confidentiality of the business information of the Company and the separation of their respective information systems.

The Framework Agreement also regulates related transactions between both companies, and the government and administration of the Company.

Related parties names or corporate names

Imperial Brands Finance PLC / Compañía de Distribución Integral Logista, S.A.U. and Compañía de Distribución Integral Logista Holdings, S.A.

Kind of relationship: Contractual

Brief description: "INTRA GROUP LOAN FACILITY AGREEMENT", dated June 12th, 2014, amended on December 1st, 2015, and extended on March 21st 2018.

Agreement on a reciprocal credit facility, in force until June 12, 2024 (with a yearly tacit renewal), with a maximum disposal limit of two thousand six hundred million euros, temporarily extended only for once, from 1 September to 31 October 2020, to four thousand and eight hundred million euros, considering the expected treasury status, pursuant to the contractual amendment agreed on 1 September.

According to this Agreement, Compañía de Distribución Integral Logista S.A.U. (100% subsidiary of the Company) will daily lend Imperial Brands Finance PLC (formerly named Imperial Tobacco Finance PLC), its cash excess, at the base rate of the European Central Bank, plus a margin of 0.75%.

If Logista has to get into debt to meet the needs of its working capital, it can reciprocally borrow the amount from Imperial Brands Finance PLC.

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

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

Name or company name of related director or representative	Name or company name of related significant shareholder	Company name of the group company of the significant shareholder	Description of relationship / post
Ms. Lillian Blohm	Imperial Brands PLC	Imperial Brands Plc	Ms. Blohm is one of the five proprietary Directors representing Imperial Brands PLC. She is also the Strategy Director in Manufacturing and Supply Area (MS) of such company.
Mr. John Downing	Imperial Brands Plc	Imperial Brands Plc	Mr. Downing is one of the five proprietary Directors representing Imperial Brands Plc. He is also the Imperial Group's General Secretary and Secretary non director of its Board of Directors.
Mr. Richard Hathaway	Imperial Brands Plc	Imperial Brands Plc	Mr. Hathaway is one of the five proprietary Directors representing Imperial Brands Plc. He is also the Corporate Development Director of such company.
Mr. Murray McGowan	Imperial Brands Plc	Imperial Brands Plc	Mr. McGowan is one of the five proprietary Directors representing Imperial Brands Plc. He is also the Chief Strategy and Development Officer.
Ms. Jennifer Ramsey	Imperial Brands Plc	Imperial Brands Plc	Ms. Ramsey is one of the five proprietary directors representing Imperial Brands Plc. She is the Senior Investor Relations Manager of such company.

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

Yes � No

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

Yes � No

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

Yes No �

Name of individual or company
IMPERIAL BRANDS PLC
Remarks
Indirect Participation of 50.008%, through Imperial Tobacco Limited

A.9 Complete the following table with details of the company's treasury shares:

At the close of the year:

Number of direct shares	Number of indirect shares (*)	Total % of share capital
877,939	0	0.66%

A.10 Provide a detailed description of the conditions and terms of the authority given by the General Shareholders Meeting to the Board of Directors to issue, repurchase, or dispose of treasury shares.

The General Meeting of Shareholders of March 21, 2018 authorised the Board of Directors to acquire Company's own shares in the following terms:

"To authorize the Board of Directors so that pursuant to the provisions established in Article 146 of the Act on Capital Companies ("Ley de Sociedades de Capital"), it may acquire, at all times, shares in COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A., provided that:

i) the face value of the shares acquired, in addition to those already held by the Company and/or its subsidiaries, does not exceed 10% of the share capital of COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A., and
ii) the acquisition, including any shares that the Company or person acting in its own name but on behalf of the Company may have acquired or previously held, does not result in the Company's net equity falling below the share capital amount plus any restricted reserves foreseen by the regulations or the By-laws.

Furthermore, to authorize the subsidiaries so that, notwithstanding the relevant authorisation of their General Meeting of Shareholders, pursuant to said Article 146, they may at all times acquire shares in COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A., provided that the face value of the acquired shares, in addition to those already held by the Company and/or its subsidiaries, does not exceed 10% of the share capital of COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A.

Said acquisitions may be carried out through a purchase, swap, donation, allocation or nonrecourse debt and, in general, under any other form of acquisition for consideration. In any case, the shares to be purchased will be circulating shares that are fully paid up.

The Board of Directors of COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. or of its subsidiaries may agree to purchase the Company's shares in one or more transactions, for a maximum price that does not exceed 20% of their listed price, and for a minimum price that is not less than the face value of 0.20 Euros per share.

This authorization is granted for a five-year term, calculated as of the date of this General Meeting.

To expressly allow, for the purposes of Article 146.1.a), last paragraph, of the Act on Capital Companies ("Ley de Sociedades de Capital"), that any share acquired by COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. or its subsidiaries, further to this authorization, be used or attached, in whole or in part, for its transfer, amortization or delivery to directors of the Company, and managers and other employees of COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. and its Subsidiaries Companies, or in accordance with and in implementation of Long-Term Incentive Plans consisting of the delivery of Company shares or of options on Company shares."

A.11 Estimated floating capital:

	%
Estimated floating capital	42.97

A.12 Indicate whether there are any restrictions (articles of incorporation, legislative or of any other nature) placed on the transfer of shares and/or any restrictions on voting rights. In particular, indicate the existence of any type of restriction that may inhibit a takeover of the company through acquisition of its shares on the market, as well as such regimes for prior authorisation or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.

$$\mathsf{Yes}\mathsf{D} \qquad\qquad\qquad\mathsf{No}\,\mathsf{Xi}$$

A.13 Indicate whether the general shareholders' meeting has resolved to adopt measures to neutralise a takeover bid by virtue of the provisions of Law 6/2007.

$$\mathsf{Yes} \square \qquad \qquad \qquad \mathsf{No} \boxtimes \mathsf{K}$$

A.14 Indicate whether the company has issued shares that are not traded on a regulated EU market.

$$\mathbf{\color{red}{Yos}}\mathbf{\color{red}{D}}\qquad\qquad\qquad\mathbf{\color{red}{No}\mathbf{E}}$$

B GENERAL SHAREHOLDERS' MEETING

B.1 Indicate whether there are any differences between the minimum quorum regime established by the Spanish Corporate Enterprises Act for General Shareholders' Meetings and the quorum set by the company, and if so give details.

Yes � No

B.2 Indicate whether there are any differences between the company's manner of adopting corporate resolutions and the regime provided in the Spanish Corporate Enterprises Act and, if so, give details:

Yes � No

B.3 Indicate the rules for amending the company's articles of incorporation. In particular, indicate the majorities required for amendment of the articles of incorporation and any provisions in place to protect shareholders' rights in the event of amendments to the articles of incorporation.

The rules for amending the Company's Articles of Association are those provided in Articles 285 to 294 of the Act on Capital Companies (Royal Legislative Decree of July 2nd, 2010).

B.4	Give details of attendance at General Shareholders' Meetings held during
	the reporting year and the two previous years:

	Attendance data
	% physically present	% present by proxy	% distance voting
Date of general meeting			Electronic voting	Other	Total
24/03/2020	0.06	30.90	0.00	50.68	81.64
Of which floating capital:	0.06	30.90	0.00	0.67	31.63
04/02/2021	0.06	30.44	0,00	50,87	81.37
Of which floating capital:	0.06	30.44	0,00	0.86	31.36
03/02/2022	0.13	25.99	0.00	50.92	77.04
Of which floating capital:	0.13	25.99	0.00	0.91	27.03

B.5 Indicate whether any point on the agenda of the General Shareholders' Meetings during the year was not approved by the shareholders for any reason.

Yes � No

B.6 Indicate whether the articles of incorporation contain any restrictions requiring a minimum number of shares to attend General Shareholders' Meetings, or to vote remotely:

$$\mathsf{Yes}\mathsf{D} \qquad\qquad\qquad\mathsf{No}\mathsf{El}$$

B.7 Indicate whether it has been established that certain decisions, other than those established by law, entailing an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions must be submitted for approval to the General Shareholders' Meeting.

Yes � No

B.8 Indicate the address and manner of access on the company's website to information on corporate governance and other information regarding General Shareholders' Meetings that must be made available to shareholders through the company website.

The address of the company's website is www.logista.com. The most relevant information on the Company's corporate governance and other information on the General Meetings is available in the section "Shareholders and Investors"/ "Corporate Governance"/ "Annual Corporate Governance Reports", and through the same section, "General Meeting 2022" or "Previous General Meetings".

C STRUCTURE OF THE COMPANY'S ADMINISTRATION

C.1 Board of Directors

C.1.1 Maximum and minimum number of directors established in the articles of incorporation and the number set by the general meeting:

Maximum number of directors	15
Minimum number of directors	10
Number of directors set by the general meeting	12

C.1.2 Complete the following table on Board members:

Name of Director	Natural Person representative	Director Category	Position on the Board	Date firs appointed to Board	Last re-election date	Method of selection to Board
Mr. Gregorio Marañón	---	Independent	Chairman	13/05/2014	24/03/2020	General Shareholders' meeting
Mr. Íñigo Meirás	---	Executive	CEO	19/12/2019	24/03/2020	General Shareholders' meeting
Mrs. María Echenique	---	Executive	Secretary Director	24/03/2020	24/03/2020	General Shareholders' meeting
Ms. Cristina Garmendia	---	Independent	Director	04/06/2014	03/02/2022	General Shareholders' meeting
Mr. Luis Isasi		Independent	Director	29/9/2020	04/02/2021	General Shareholders' meeting
Mr. Alain Minc	---	Independent	Director	24/04/2018	03/02/2022	General Shareholders' meeting
Ms. Pilar Platero	---	Independent	Director	26/11/2019	24/03/2020	General Shareholders' meeting
Ms. Lillian Blohm	---	Proprietary	Director	06/05/2021	03/02/2022	General Shareholders' meeting
Mr. John Downing	---	Proprietary	Director	13/05/2014	21/03/2018	General Shareholders' meeting
Mr. Richard Hathaway	---	Proprietary	Director	24/03/2015	26/03/2019	General Shareholders' meeting
Mr. Murray McGowan	---	Proprietary	Director	22/07/2021	03/02/2022	General Shareholders' meeting
Ms. Jennifer Ramey		Proprietary	Director	06/04/2022	06/04/2022	Co-option

Total number of directors 12

Indicate any cessations, whether through resignation or by resolution of the general meeting, that have taken place in the Board of Directors during the reporting period:

Name or company name of director	Category of the director at the time of cessation	Date of last appointment	Date of cessation	Specialised committees of which he/she was a member	Indicate whether the director left before the end of his or her term of office
Marie Ann D'Wit	Proprietary	24/03/2020	21/03/2022	----	YES

Reason for cessation when this occurs before the end of the term of office and other observations; information on whether the director has sent a letter to the remaining members of the board and, in the case of cessation of non-executive directors, explanation or opinion of the director dismissed by the general meeting

Ms D'Wit resigned as she ceased to provide her services to Imperial Brands Plc.

C.1.3 Complete the following tables on the members of the Board and their categories:

EXECUTIVE DIRECTORS

NAME OR COMPANY NAME OF DIRECTOR:

MR. ÍÑIGO MEIRÁS
POST IN ORGANISATIONAL CHART OF THE COMPANY:
- CHIEF EXECUTIVE OFFICER

PROFILE:

Mr. Íñigo Meirás was appointed CEO of Compañía de Distribución Integral Logista Holdings in December 2029, and his appointment was ratified by the General Shareholders' Meeting of 24/03/2020.

He started his professional career in Ferrovial in 1992, and after holding different positions, in 2009, he was appointed CEO of the group, position he held until September 2019. Prior to joining Ferrovial, he worked at Holcim Ltd. and Grupo Carrefour.

He has been member of several Board of Directors in Spain, UK, Ireland, Switzerland, Italy, Portugal, Greece, Germany, USA, Canada, Colombia, Chile and Australia: Swissport International (Switzerland), BAA (now HAH, in UK) and Amey Plc (UK), among others.

Mr. Íñigo Meirás holds a Law Degree from the Complutense University of Madrid and obtained an MBA from the Instituto de Empresa (IE).

NAME OR COMPANY NAME OF DIRECTOR: - MS. MARIA ECHENIQUE

POST IN ORGANISATIONAL CHART OF THE COMPANY: - SECRETARY DIRECTOR

PROFILE:

Ms. María Echenique was appointed Secretary of the Board of Compañía de Distribución Integral Logista Holdings in December 2019 and executive Director by the General Shareholders' Meeting of 24/03/2020.

From 2010 she held different positions in Naturgy Energy Group, S.A.'s Legal Services where, she also was appointed Deputy Secretary of the Board of Directors. Before, Ms. Echenique performed different duties in the Spanish Public Administration, such as technical advisor in the Economy Ministry and advisor in the Science & Technology Ministry.

She currently is the General Counsel of the Company and also performs functions of Head of the Company's legal services.

Ms. María Echenique holds a Law Degree from the Complutense University of Madrid, and a Diploma in English Law by the University of Kent at Canterbury; she is also a civil servant (Cuerpo Superior de Administradores Civiles del Estado), on leave.

Total number of executive directors	2
Percentage of Board	16.67%

PROPRIETARY DIRECTORS

NAME OF DIRECTOR:

MS. LILLIAN BLOHM

NAME OR COMPANY NAME OF THE SIGNIFICANT SHAREHOLDER REPRESENTED OR THAT HAS PROPOSED THEIR APPOINTMENT: - IMPERIAL BRANDS PLC

PROFILE:

Ms. Lillian Blohm was appointed proprietary Director of Compañía de Distribución Integral Logista Holdings, on 06/05/2021, and her appointment was ratified by the General Shareholders' Meeting of 03/02/2022.

Ms. Blohm joined the Imperial Brands in their Group Legal Team in December 2006. Prior to joining Imperial Brands, she trained with Burges Salmon LLP where she qualified as a commercial litigation lawyer. Ms Blohm has held various roles at Imperial Brands and joined Global Supply Chain in 2012.She is currently the Director of Strategy for Global Supply Chain.

Ms. Blohm graduated with honours in Law & Sociology from Exeter University and attended Nottingham Law School for her LPC.

NAME OF DIRECTOR:

MR. JOHN DOWNING

NAME OR COMPANY NAME OF THE SIGNIFICANT SHAREHOLDER REPRESENTED OR THAT HAS PROPOSED THEIR APPOINTMENT: - IMPERIAL BRANDS PLC

PROFILE:

Mr. John Downing was appointed proprietary Director of Compañía de Distribución Integral Logista Holdings, on 13/05/2014, and was re-elected in his position by the General Shareholders' Meeting of 21/03/2018.

Mr. John Downing joined the Imperial Brands (former Imperial Tobacco) legal department in 2005 and currently serves as Group Company Secretary of Imperial Brands PLC.

Prior to joining Imperial, he worked in the corporate department of Linklaters in both London and SE Asia (from 1998 to 2005).

Mr. Downing received a Bachelor of Arts (Honors) in History from the University of Cambridge in 1993, after which he completed a conversion course in Law, passing with Distinction in 1995.

NAME OF DIRECTOR:

- MR. RICHARD HATHAWAY

NAME OR COMPANY NAME OF THE SIGNIFICANT SHAREHOLDER REPRESENTED OR THAT HAS PROPOSED THEIR APPOINTMENT:

- IMPERIAL BRANDS PLC

PROFILE:

Mr. Richard Hathaway was appointed proprietary Director of Compañía de Distribución Integral Logista Holdings on 24/03/2015, and was re-elected in his position by the General Shareholders' Meeting of 26/03/2019.

Prior to joining Imperial Brands, he developed part of his professional career in KPMG, where he held various different positions in the UK and Europe and was a partner, initially in the audit practice (2000-2007) and then in the Transaction Services division (2007-2012). He also worked for ADS Anker.

Mr. Richard Hathaway currently serves as Corporate Development Director at Imperial Brands, and was previously Director of Finance Strategic Initiatives and responsible for leading the Risk Management function.

Mr. Hathaway received a Bachelor of Mathematics (Honors) (1988) from Oxford University in 1988, and is Fellow of the Institute of Chartered Accountants in England & Wales.

NAME OF DIRECTOR:

- MR. MURRAY MCGOWAN

NAME OR COMPANY NAME OF THE SIGNIFICANT SHAREHOLDER REPRESENTED OR THAT HAS PROPOSED THEIR APPOINTMENT:

- IMPERIAL BRANDS PLC

PROFILE:

Mr. Murray McGowan was appointed proprietary Director of Compañía de Distribución Integral Logista Holdings, representing Imperial Brands PLC, on 22/07/2021, and his appointment was ratified by the General Shareholders' Meeting of February 3rd, 2022.

He has a strong background in strategy and operations from his time in McKinsey, where he started his professional career, working with a range of leading global FMCG businesses, and more recently from various strategic and operational leadership roles for the likes of Costa Coffee (Whitbread), The Restaurant Group, Yum! Brands and Cadbury.

He joined Imperial Brands Plc.in 2020, as Group Strategy and Transformation Director, currently serving as Chief Strategy and Development Officer. He is also part of the Imperial Executive Committee. He is responsible for leading all elements of group strategy and operational transformation, and the definition of the new five year strategic plan for the Group.

Mr. McGowan holds a first class honours degree in Actuarial Mathematics and Statistics from Heriot-Watt university, Edinburgh.

NAME OF DIRECTOR:

MS. JENNIFER RAMSEY

NAME OR COMPANY NAME OF THE SIGNIFICANT SHAREHOLDER REPRESENTED OR THAT HAS PROPOSED THEIR APPOINTMENT:

IMPERIAL BRANDS PLC

PROFILE:

Ms. Jennifer Ramsey was appointed, by co-option, proprietary Director of Logista Holdings, on April 6th, 2022.

Mrs. Ramsey joined Imperial Brands in April 2021 and serves as Senior Investor Relations Manager of Imperial Brands Plc.

Prior to joining Imperial, she worked as Head of Investor Relations at Rolls-Royce Plc and Senior Plc. She has twenty years' experience as a fund manager directing investments for both institutional and private clients in both the UK and the US.

Ms. Ramsey studied Civil Engineering at Imperial College, London and has an MSC in Soil Mechanics and Engineering Seismology from the same institution. She is also CFA Charterholder, holds an MBA from London Business School and is a Chartered Civil Engineer.

Total number of proprietary directors	5
Percentage of the Board	41.67%

EXTERNAL INDEPENDENT DIRECTORS

NAME OF DIRECTOR: - MR. GREGORIO MARAÑÓN

PROFILE:

Mr. Gregorio Marañón is the Chairman of the Board of Directors of the Compañía de Distribución Integral Logista Holdings, position he holds since his first appointment as Director of the Company.

He also serves as Chairman of Universal Music, Air City Madrid Sur and El Español; he is member of the Board of Directors of Patrimonio Nacional and Chairman of the Board of the Teatro Real opera house.

He has a wide experience in the financial, business, academic, legal and cultural management areas. He was general manager of Banco Urquijo, Chairman of Banif, Chairman and founder of Gescapital, and Director in BBVA, Argentaria and Zurich Seguros. He also was Chairman of Roche Farma, and member of the Advisory Board of Vodafone, among other positions.

In the cultural sphere, he is full member of the Royal Academy of Fine Arts of San Fernando and of other cultural institutions.

He was awarded the Grand Cross of Isabel la Católica and was appointed Commandeur de la Légion d'Honneur Française and Commendatore della Ordine de la Stella della Republica Italiana. He also has been awarded with other recognitions such as the Grand Cross of Alfonso X el Sabio, the Gold Medal for Merit in Fine Arts, the Gold Medal of Madrid region, the Gold Medal of Castilla-La Mancha Region, and the Gold Medal of Madrid City Council.

Mr. Gregorio Marañón holds a Law Degree from Complutense University of Madrid, and completed an Advanced Management Program at the IESE Business School. He is Doctorate Honoris Causa by the University of Castilla-La Mancha.

NAME OF DIRECTOR: - MS. CRISTINA GARMENDIA

PROFILE:

Ms. Cristina Garmendia was appointed independent Director of Compañía de Distribución Integral Logista Holdings on 04/06/2014, and was re-elected in her position by the General Shareholders' Meeting of 03/02/2022.

She was Minister of Science and Innovation of the Spanish Government during the IX Legislature. After leaving the Government, she restarted her responsibilities in the venture capital firm of which she is a partner and founder, Ysios Capital, and founded the consulting firm Science & Innovation Link Office (SILO) and the Spanish-American company Satlantis Microsats.

She is president of the COTEC Foundation and sits on several advisory boards, university boards and boards of directors, including Caixabank, Mediaset and Ysios Capital.

She is an advisor to the European External Action Service (EEAS) and member of its Advisory Board.

She also was an advisor to the European Commission as a member of the High Level Group (HLG), which formulated the recommendations for the design of the IX Framework Program (2021-2027) of the European Union and is an advisor to the European Space Agency (ESA) to formulate recommendations on the future of space projects.

Her work and entrepreneurial vision has been recognized on several occasions with awards for research and business innovation.

Ms. Cristina Garmendia obtained her PhD in Biological Sciences, specializing in Genetics. She completed her PhD in Molecular Biology in the laboratory of Dr Margarita Salas, Severo Ochoa National Center for Molecular Biology. She completed her academic training with an MBA from the IESE Business School of the University of Navarra.

NAME OF DIRECTOR:

- MR. LUIS ISASI

PROFILE:

Mr. Luis Isasi was appointed independent Director of Compañía de Distribución Integral Logista Holdings, on 29/09/2020, and his appointment was ratified by the General Shareholders' Meeting of 04/02/2021.

He began his career in Abengoa in 1976, and after occupying different executive positions in JP Morgan in New York and in First National Bank of Chicago in London, he joined Morgan Stanley in London as Vice President, later Managing Director in the Investment Banking Division for Europe and, since 1997, Country Head and Chairman of Morgan Stanley in Spain. He left this position in March 2020, remaining as Senior Advisor. He has also been a Board member of Madrileña Red de Gas, S.A., of Sociedad Rectora Bolsa de Madrid, S.A., and of Grifols S.A., where he also was Chairman of its Audit Committee and member of its Appointments and Remuneration Committee.

He is today the non-executive Chairman of the Board of Santander España and external Board Member of Banco Santander, S.A., as well as Member of its Executive Committee, Appointments and Remuneration Committee, and Risk Committee.

Mr. Isasi holds a degree in Business Administration from the University of Sevilla and has an MBA from Columbia University in 1982.

NAME OF DIRECTOR:

- MR. ALAIN MINC

PROFILE:

Mr. Alain Minc was appointed independent Director of Compañía de Distribución Integral Logista Holdings, on 24/04/2018, and was re-elected in his position by the General Shareholders' Meeting of February 3rd, 2022.

He started his career as Tax Inspector, and joined Compagnie de Saint-Gobain in 1979, as Chief Financial Officer.

In 1986, Mr. Minc became Vice-Chairman of CIR International (Compagnie Industriali Riunite International) and General Manager of Cerus (Compagnies Européennes Réunies) which were the non-Italian affiliates of Benedetti Group.

In 1991, he founded his own consultancy company, AM Conseil.

He has been Board member of numerous companies and the Chairman of the Supervisory Board of Le Monde, the leading French newspaper (19/12/94 to 11/02/2008). Today he is Chairman of AM Conseil and Sanef. He is Commandeur de la Légion d'Honneur (France); Commander of the British Empire; Grand Cross of the Order of Civil Merit (Spain).

Mr. Alain Minc wrote more than 30 books on different subjects (economics, history, social and politics, among others).

Mr. Alain Minc is a graduate of the Ecole des Mines de Paris and of ENA (National School of Administration).

NAME OF DIRECTOR: - MS. PILAR PLATERO

PROFILE:

Ms. Pilar Platero was appointed independent Director of Compañía de Distribución Integral Logista Holdings, on 26/11/2019, and her appointment was ratified by the General Shareholders' Meeting of 24/03/2020.

She held various management positions at the Spanish Government General Comptroller Office, as State Auditor and Delegated Comptroller at the national museums Museo del Prado and Centro de Arte Reina Sofía, as well as in the cabinets of the Minister of Finance and the State Secretary for Budgets and Expenditures. She has been Undersecretary of the Ministry of Finance and Public Administrations, and President of the Spanish state-owned industrial holding company (SEPI).

In the private sector, she is today an independent Director of the Amper, S.A.'s Board of Directors, Chairwoman of its Audit Committee and member of the Sustainability Committee; she was also partner of Equipo Económico and also an advisor for the Inter-American Development Bank (IDB).

Ms. Pilar Platero holds a Law Degree from the Complutense University of Madrid. State Comptroller and Auditor, Tax Inspector and Audit and Accounting Technician of the Ministry of Finance. Member of the Accounts Auditors Official Register.

Number of independent directors	5
Percentage of the Board	41.67%

Indicate whether any director classified as independent receives from the company or any company in its group any amount or benefit other than remuneration as a director, or has or has had a business relationship with the company or any company in its group during the past year, whether in his or her own name or as a significant shareholder, director or senior executive of a company that has or has had such a relationship.

If so, include a reasoned statement by the Board explaining why it believes that the director in question can perform his or her duties as an independent director.

Not applicable

OTHER EXTERNAL DIRECTORS

Other external directors will be identified and the reasons why they cannot be considered proprietary or independent and links, either with the company, its directors, or its shareholders, will be detailed:

Not applicable

Indicate the variations that, if any, have occurred during the period in the category of each director:

Not applicable

C.1.4 Complete the following table with information relating to the number of female directors at the close of the past four years, as well as the category of each:

	Number of female directors				% of total directors for each category
	Year 2022	Year 2021	Year 2020	Year 2019	Year 2022	Year 2021	Year 2020	Year 2019
Executive	1	1	1	0	50	50	50	0,00
Proprietary	2	2	2	0	40	40	40	0,00
Independent	2	2	2	1	40	40	40	10.00
Other External	0	0	0	0	0	0	0	0,00
Total:	5	5	5	1	41.67	41.67	41.67	10.00

C.1.5 Indicate whether the company has diversity policies in relation to its Board of Directors on such questions as age, gender, disability, education and professional experience. Small and medium-sized enterprises, in accordance with the definition set out in the Spanish Auditing Act, will have to report at least the policy that they have implemented in relation to gender diversity.

Yes � No � Partial policies �

If so, describe these diversity policies, their objectives, the measures and the way in which they have been applied and their results over the year. Also indicate the specific measures adopted by the Board of Directors and the nomination and remuneration committee to achieve a balanced and diverse presence of directors.

If the company does not apply a diversity policy, explain the reasons why.

Description of policies, objectives, measures and how they have been applied, and results achieved

During the 2020 fiscal year, the Board approved a new set of Rules for the Board of directors. These came into force at the same time as the modifications to the Bylaws which were agreed by the General Meeting of February, 2021. The new Rules paid special attention to diversity of gender. In particular, an Article 7 was included, relating to the composition of the Board. Without prejudice to the shareholders' power to make proposals, paragraph 1 b) of that Article expressly indicates the Board's obligation to ensure that at least 40% of the members of the Board of Directors are female. In line with the objective recommended by the CNMV for 2022, this aspect has been especially considered in the directors renewal occurred during the year.

The Company's Board of Directors had already approved (on 19th December, 2017) the Policy on the Selection of Board Members, which was based on, among other principles, "diversity in gender, experience and knowledge".

The said Policy establishes that the "Board of Directors will ensure that the procedures for the selection of its members will favour diversity in their gender, experience and knowledge, and will not be affected by any latent bias which could entail discrimination, and, in particular, that they will facilitate the selection of female Board Members".

It should also be pointed out that the Board of Directors, in its meeting in September, 2021, assessed and updated the skill matrix for the Board, that is in line with the best practices in corporate governance. This skill matrix has been considered in the renewals of directors that have occurred during the year, which has resulted in a reinforcement of the technical profiles and relation with investors.

C.1.6 Describe the measures, if any, agreed upon by the nomination committee to ensure that selection procedures do not contain hidden biases which impede the selection of female directors and that the company deliberately seeks and includes women who meet the target professional profile among potential candidates, making it possible to achieve a balance between men and women. Also indicate whether these measures include encouraging the company to have a significant number of female senior executives:

Explanation of the measures

Please see section C.1.5 above, concerning female directors.

The Appointments and Remuneration Committee specifically supervises the Diversity and Inclusion Plans of the Company, ensuring the fulfilment of the inclusion agreed objectives. These Diversity Plans are aimed, among other topics, to promote the female presence in all the Company levels, in particular in the Company's top management positions.

The Company monitors gender diversity issues at all professional levels and implements measures aimed at minimizing the eventual gender gap. The efforts made in this area are reflected in the achievement of several international and national recognitions. One of the main ones, without a doubt, is that of the Financial Times, which has highlighted Logista as one of the most inclusive companies in Europe, including the Company in the Diversity Leader ranking for the second consecutive year. Our inclusion programs have also been distinguished with the Diversity Leading Company seal, by the specialized publication "Teams and Talent". Finally, it should be noted that Logista is part of the Ibex Gender Equality Index.

With regard to female top managers, it should be noted the presence of two women at the Management Committee of the Company.

If in spite of any measures adopted there are few or no female directors or senior managers, explain the reasons for this:

Not applicable

C.1.7 Explain the conclusions of the nomination committee regarding verification of compliance with the policy aimed at promoting an appropriate composition of the Board of Directors.

The Committee always verifies that there has been compliance with the 40% female presence requires by Article 7.1. b) of the Board's Rule as well as with the requirements of the Policy on the Selection of Board Members in this regard. All of this entirely within the context of the Company's current shareholding structure, and while observing the shareholders' right to proportional representation. In particular, the Committee has ensured that in these procedures there is an appropriate balance of criteria such as skills, experience and variety of candidates considering the skills matrix of the Board.

Thus, since the firm commitment was made to diversity of gender, the Committee has ensured that the percentage of female Board Members has been maintained. In this way, by means of the renewals occurring during this fiscal year, the 42% female component has been maintained and this complies with Article 7.1 b) of the Board's Rules (at least 40%) and with the Good Governance Recommendations of the CNMV.

On the other hand, in the Director renewal process occurred during this fiscal year, one of the key skills of the Board matrix has been remarked, reinforcing direct experience in the investor relations and sustainability areas.

C.1.8 If applicable, explain the reasons for the appointment of any proprietary directors at the request of shareholders with less than a 3% equity interest:

Not applicable

Indicate whether the Board has declined any formal requests for presence on the Board from shareholders whose equity interest is equal to or greater than that of others at whose request proprietary directors have been appointed. If so, explain why the requests were not granted:

Yes � No

C.1.9 Indicate the powers, if any, delegated by the Board of Directors, including those related to the possibility of issuing or repurchasing shares, to directors or Board committees:

Name or company name of
director or committee

Brief description

Mr. Íñigo Meirás

He has been delegated all the faculties that can be delegated
according to the Law and the Bylaws, excluding the faculties
that, according to Article 13.4 of the Bylaws of the Company,
require the approval of the resolution by, at least, the 70% of
the members of the Board of Directors. It should be noted, that
for efficiency reasons and pursuant the provisions of the Act on
Capital Companies ("Ley de Sociedades de Capital"), the
Board of Directors has delegated in the Chief Executive Office
the approval of minor related parties transactions, subject the
relevant reporting system to the Board and to the Audit and
Control Committee.

C.1.10 Identify any members of the Board who are also directors, representatives of directors or managers in other companies forming part of the listed company's group:

Name or company name of director	Company name of the group entity	Position	Does the director have executive powers?
Mr. John Downing	Altadis Newco Limited	Director	NO
Mr. John Downing	Attendfriend Limited	Director	NO
Mr. John Downing	British Tobacco Company Limited	Director	NO
Mr. John Downing	Hypofill Limited	Director	NO
Mr. John Downing	Imperial Brands Enterprise Finance Limited	Director	NO
Mr. John Downing	Imperial Brands Finance Plc	Company Secretary	NO
Mr. John Downing	Imperial Brands Ventures Finance Limited	Director	NO
Mr. John Downing	Imperial Brands Ventures Holdings (1) Limited	Director	NO
Mr. John Downing	Imperial Brands Ventures Holdings (2) Limited	Director	NO
Mr. John Downing	Imperial Tobacco Altadis Limited	Director	NO
Mr. John Downing	Imperial Tobacco Capital Assets (1)	Director	NO
Mr. John Downing	Imperial Tobacco Capital Assets (2)	Director	NO
Mr. John Downing	Imperial Tobacco Capital Assets (3)	Director	NO
Mr. John Downing	Imperial Tobacco Capital Assets (4)	Director	NO
Mr. John Downing	Imperial Tobacco Group Limited	Director	NO
Mr. John Downing	Imperial Tobacco Holdings (1) Limited	Director	NO

Mr. John Downing	Imperial Tobacco Holdings (2007) Limited	Director	NO
Mr. John Downing	Imperial Tobacco Holdings Limited	Director	NO
Mr. John Downing	Imperial Tobacco Initiatives	Director	NO
Mr. John Downing	Imperial Tobacco Ireland Unlimited Company	Director	NO
Mr. John Downing	Imperial Tobacco Lacroix Limited	Director	NO
Mr. John Downing	Imperial Tobacco Limited	Director	NO
Mr. John Downing	Imperial Tobacco Overseas (Polska) Limited	Director	NO
Mr. John Downing	Imperial Tobacco Overseas Holdings (1) Limited	Director	NO
Mr. John Downing	Imperial Tobacco Overseas Holdings (2) Limited	Director	NO
Mr. John Downing	Imperial Tobacco Overseas Holdings (3) Limited	Director	NO
Mr. John Downing	Imperial Tobacco Overseas Holdings (4) Limited	Director	NO
Mr. John Downing	Imperial Tobacco Overseas Holdings Limited	Director	NO
Mr. John Downing	Imperial Tobacco Overseas Limited	Director	NO
Mr. John Downing	Imperial Tobacco US Holdings B.V.	Managing Director	YES
Mr. John Downing	Imperial Tobacco Ventures Limited	Director	NO
Mr. John Downing	ITG Brands Limited	Director	NO
Mr. John Downing	Joseph & Henry Wilson Limited	Director	NO
Mr. John Downing	Nerudia Compliance Limited	Director	NO
Mr. John Downing	Nerudia Consulting Limited	Director	NO
Mr. John Downing	Nerudia Limited	Director	NO

Mr. John Downing	Nerudia Trading Limited Director		NO
Mr. John Downing	Newglade International Unlimited Company	Director	NO
Mr. John Downing	Park Lane Tobacco Company Limited	Director	NO
Mr. John Downing	Rizla UK Limited	Director	NO
Mr. John Downing	Sensus Investments Limited	Director	NO
Mr. John Downing	Sinclair Collis Limited	Company Secretary	NO
Ms. María Echenique	Compañía de Distribución Integral Logista, S.A.U.	General Secretary	YES
Mr. Richard Hathaway	Global Horizon Ventures Ltd	Director	NO
Mr. Richard Hathaway	Reemtsma Kyrgyzstan OJSC	Director	NO
Mr. Richard Hathaway	1213509 BC Limited	Director	NO
Mr. Richard Hathaway	Imperial Brands Ventures Limited	Director	NO
Mr. Richard Hathaway	Imperial Brands Ventures Holdings Limited	Director	NO
Mr. Richard Hathaway	Oxford Cannabinoid Technologies Holdings plc	Non-executive Director and member of the Audit and Control Committee	NO
Mr. Murray McGowan	Auxly Group	Director	NO
Mr. Murray McGowan	Imperial Brands Ventures Limited	Director	NO
Mr. Murray McGowan	Imperial Brands Ventures Holdings Limited	Director	NO
Mr. Murray McGowan	Global Horizons Ventures Limited	Director	NO
Mr. Iñigo Meirás	Compañía de Distribución Integral Logista, S.A.U.	Chairman of the Board of Directors and CEO	YES
Mr. Iñigo Meirás	Logista Italia, S.p.A.	Chairman of the Board of Directors	NO
Mr. Iñigo Meirás	Logista Payments, S.L.U.	Chairman of the Board of Directors	NO
Mr. Iñigo Meirás	Terzia, S.p.A.	Chairman of the Board of Directors	YES

The positions held by directors Ms. Blohm and Ms. Ramsey and Messrs. Downing, Hathaway and McGowan as executive managers in Imperial Group have been reported in section A.6.

C.1.11 Detail the positions of director, administrator or manager, or representative thereof, held by the directors or representatives of directors who are members of the Company's Board in other entities, whether or not they are listed companies:

Identification of the Director or representative	Name of the company, whether listed or not	Position
	Universal Music Spain	Chairman of the Board of Directors
Mr. Gregorio Marañón	Air City Madrid Sur	Chairman of the Board of Directors
	El Español	Chairman of the Board of Directors
	Rioja Alta, S.A.	Non-executive Director
Mr. Íñigo Meirás	Fremman Limited	Advisory Board Member
Ms. Cristina Garmendia	Mediaset España Comunicación, S.A.	Independent Director and Member of the Appointments and Remuneration Committee and of the Audit and Compliance Committee
	Caixabank, S.A.	Independent Director and Member of the Innovation, Technology and Digital Transformation Committee. Member of the Audit and Control and of the Remuneration Committees.
	Jaizkibel 2007, S.L.	Sole Administrator
	Ysios Capital Partners SGEIC, S.A.	Director - Partner
	Santander España	Chairman
Mr. Luis Isasi	Banco Santander SA	External Director
	Morgan Stanley España	Senior Advisor
	AM Conseil	Chairman
Mr. Alain Minc	SANEF	Chairman
	Financière LOV	Administrator and member of the Supervisory Board
	Financière LOV Entertainement	Administrator and Member of the Audit Committee
Ms. Pilar Platero	AMPER, S.A.	Independent Director, Chairwoman of the Audit and Control Committee, and member of the Sustainability Committee.

	Remarks
	Mr. Gregorio Marañón also holds the following positions:
	 Chairman of the Teatro Real opera house and of its executive Committee
	 Trustee of the National Library
	 Trustee of the Army Museum
	 Member of the Board of Directors of Patrimonio Nacional
	Ms. Cristina Garmendia also holds the following institutional positions:
	 Fundación Cotec para la Innovación: Chairwoman of the Board of Trustees
	 Fundación Pelayo: Member of the Board of Trustees*
	 Fundación SEPI: Member of the Board of Trustees*
	 Fundación España Constitucional: Member of the Board of Trustees *
	 Fundación Hermes: Member of the Advisory Board*
	 Sevilla University: Member of the Advisory Board Alumni (* Fonctions performed as Chairwoman of the Fundación Cotec para la Innovación)
	Ms. Lillian Blohm also holds the following positions:
	 Reemtsma Cigaretten Fabriken Gmbh: Member of Supervisory Board

Remarks

The positions described above for which the directors receive remuneration are specified below:

Mr. Gregorio Marañón:

Universal Music Madrid
Air City Madrid Sur
Patrimonio Nacional

Mr. Iñigo Meirás:

Rioja Alta, S.A.
Fremman Limited

Ms. Cristina Garmendia:

Mediaset España Comunicación, S.A.
Caixabank, S.A.
Jaizkibel 2007, S.L.
Ysios Capital Partners SGEIC, S.A.

Mr. Luis Isasi

Santander España
Banco Santander SA
Morgan Stanley España

Mr. Alain Minc

AM Conseil
SANEF
Financière LOV
Financière LOV Entertainment

Ms. Pilar Platero

AMPER, S.A.

It is also noted that directors Ms. Blohm and Ms. Ramsey and Messrs. Downing, Hathaway and McGowan are remunerated for their professional activities in Imperial Brands Plc, as referred to in paragraph A6.

Indicate, if applicable, any other remunerated activities of the directors or representatives of the directors, whatever their nature, other than those indicated in the table above.

Identification of the director or representative	Other remunerated activities
Mr. Gregorio Marañón	Full member of the Real Academia de Bellas Artes de San Fernando
Ms. Cristina Garmendia	Member of the Advisory Board of S2 Grupo de Innovación en Procesos Organizativos, S.L.U.
	Member of the Advisory Board of Integrated Services Solution, S.L.
	Member of the Advisory Board of Universidad Europea de Madrid, S.A.
	Member of the Advisory Board of Mckinsey & Company
	Member of the Security Committee of Airbus Defence & Space S.A.U.
	Member of the Advisory Board of Compagnie Plastic Omnium SE

C.1.12 Indicate whether the company has established rules on the maximum number of company boards on which its directors may sit, explaining if necessary and identifying where this is regulated, if applicable:

Yes No �

Explanation of the rules and identification of the document where this is regulated

Article 21.3 of the Rules of the Board of Directors stipulates that members of Logista's Board of Directors may only form part, at the same time and within the restrictions established by law, of a maximum of four boards of directors of listed companies other than Logista. This means a reduction in the number of boards on which Logista's Board Members may sit, compared to those previously established.

C.1.13 Indicate the remuneration received by the Board of Directors as a whole for the following items:

Remuneration accruing in favour of the Board of Directors in the financial year (thousands of euros)	4,966
Amount of funds accumulated by directors currently in office for long-term savings with vested economic rights (thousands of euros)	806
Amount of funds accumulated by directors currently in office for long-term savings with non-consolidated economic rights (thousands of euros)	137
Amount of funds accumulated by former directors through long-term saving schemes (thousands of euros)	0

Remarks

The figure shown in the concept "Amount of funds accumulated by directors currently in office for long-term savings with non-consolidated economic rights" corresponds to the contributions to the long-term savings insurance "Plan 60" made in favor of the Secretary Director.

C.1.14 Identify members of senior management who are not also executive directors and indicate their total remuneration accrued during the year:

Name	Position
Mr. Pascal Ageron	General Manager - France
Mrs. María Pilar Colás Castellote	General Manager – Italy
Mr. Carlos García-Mendoza Klaiber	Strategy Corporate Director
Mr. Juan José Guajardo-Fajardo Villada	Human Resources Corporate Director
Mr. Pedro Losada Hernández	Chief Financial Officer
Mr. Antonio Mansilla Laguía	Resources Corporate Director
Mr. Francisco Pastrana Pérez	General Manager - Iberia and Poland
Ms. Laura Templado Martín	Internal Audit Corporate Director

2
25

Total senior management remuneration (thousand euros)	6,304
-------------------------------------------------------	-------

Remarks

The figure for the total senior management remuneration includes the remuneration of the previous Chief Financial Officer, until his departure from the company.
The information provided in this section about the number and percentage of female members of senior management only takes account of the positions in the General Management in Italy and in the Corporate Directorate of Internal Auditing.

However, it should be noted that Board Member Mrs. Echenique, in her capacity of General Secretary and Corporate Director of Legal Services, also forms part of the Group's Management Committee. When we include this position, the information about the number of women and their percentage of the total number of senior managers is as follows:

Number of women: 3
Percentage: 33.33%

C.1.15 Indicate whether the Board regulations were amended during the year:

Yes � No

C.1.16 Specify the procedures for selection, appointment, re-election and removal of directors. List the competent bodies, steps to follow and criteria applied in each procedure.

Directors' Selection

Logista has a Policy on Selection of Board Members, approved by the Board of Directors of December 19, 2017, based on the principles of non-discrimination and equal treatment, gender diversity, experience, knowledge, transparency and compliance with the good governance recommendations. In this same vein, the Appointments and Remuneration Committee of June 2020 approved an Action Plan in order to implement the Recommendations of the Technical Guide of the CNMV in relation to Appointments and Remuneration Committees, and subsequently, the Board of Directors of September 2020 approved a skill matrix for the Board, to be considered in the future selection processes. During the current financial year, the Board reassessed the skill matrix and updated it with the new appointed Board members.

The Board of Directors and the Appointments and Remuneration Committee, within the scope of their competencies, shall endeavour to ensure that the candidates fulfil the principles established in the Policy on Selection of Board Members, and shall be particularly rigorous in choosing the persons to cover the posts of independent directors.

The directors of the Company may become part at the same time, and with the limitation provided by Law, of a maximum of four boards of directors of listed companies other than the Company (Article 21 of the Board of Directors' Regulations).

Directors' Appointments

The appointment, ratification, re-election and removal of directors correspond to the General Meeting, without prejudice to the authority of the Board of Directors to make appointments by co-option, according to Law.

Proposal of appointment or re-election of directors corresponds to the Appointments and Remuneration Committee, in the case of independent Directors, and to the Board of directors itself, in other cases.

The proposal of appointment, re-election or removal of any non-independent Director must be preceded by a report of the Appointments and Remuneration Committee, as well as of a justifying report of the Board of Directors, which evaluates the competence, experience and merits of the proposed candidate.

Re-election of Directors

The proposals for re-election of directors that the Board of Directors decides to present to the General Meeting of Shareholders shall be subject to a formal procedure, which must necessarily include a report issued by the Appointments and Remuneration Committee in which the quality of work and dedication to the post of the proposed directors during the preceding term of office is evaluated.

Term of office

Directors shall occupy their post during the period established in the By-Laws, which shall in no case exceed four years, and may be re-elected.

Removal of Directors

In accordance with the provisions of Article 25 of the Board of Directors' Regulations, directors shall leave their position when the term for which they were appointed ends and when so decided at the General Shareholders' Meeting, or when the Board of Directors requests it, in the use of the attributes accorded both to the General Shareholders' Meeting and to the Board by Law or by the By-Laws, in a series of assessed cases, among which the new Regulation specifically includes the cases in which Logista's credit and reputation may be put at risk, in the terms recommended in the latest draft of the Code of Good Governance of listed companies. In all this cases, directors must place their position at the disposal of the Board of Directors and if the Board deems appropriate, formally resign as a director.

C.1.17 Explain to what extent the annual evaluation of the Board has given rise to significant changes in its internal organisation and in the procedures applicable to its activities:

Description of amendments

During the year 2021-2022, the Board has been working to implement the action plan that was approved the previous year as a result of the self-assessment carried out in that same year. The main actions implemented are as follows:

1. Risks are reviewed quarterly by the Audit and Control Committee, and twice a year by the Board of Directors.
1. Business reviews by top managers include their strategic priorities and their relation with the Company's general strategy.
1. The CEO informs the Board of Directors of the business, financial and stock market performance of the Company, in those months in which no meeting of the Board is held.
1. The Appointments and Remuneration Committee annually reviews the Company's top management succession plan, and issues related to inclusion and culture.

Describe the evaluation process and the areas evaluated by the Board of Directors with or without the help of an external advisor, regarding the functioning and composition of the Board and its committees and any other area or aspect that has been evaluated.

Description of the evaluation process and areas evaluated

In this financial year, in accordance with the recommendations of Good Governance of CNMV, the Board of Directors has had the external advice of Deloitte Legal, for the self-assessment process.

The self-assessment in relation to fiscal year 2021-2022, was referred to the following:

The Board of Directors of the Company, in the followings aspects:
General questions
Meetings of the Board
Functions and Responsibilities
Composition
1. The Audit and Control Committee, in the following aspects:
2. Composition
3. General questions
4. Meetings
5. Functions and Responsibilities
1. The Appointments and Remuneration Committee, in the following aspects:
2. Composition
3. General questions
4. Meetings
5. Functions and Responsibilities
4.- The Chairman of the Board (Performance)
5.- The CEO (Performance)
6.- The Secretary of the Board (Performance)

C.1.18 Provide details, for years in which the evaluation was carried out with the help of an external advisor, of the business relationships that the external advisor or company in its group maintains with the company or any company in its group.

Computer security advisory services for Compañía de Distribución Integral Logista, SAU, provided by Deloitte Advisory, SL
Audit services for Societé Allumetière Française, provided by Deloitte & Associés
Due Diligence services for Dronas 202, SLU provided by Deloitte Financial Avisory B.V.
Tax advisory services for Compañía de Distribución Integral Logista, SAU, provided by Deloitte Asesores Tributarios, SLU
Consulting services for Compañía de Distribución Integral Logista, SAU, provided by Deloitte Consulting, SLU
Tax advisory services for Logista Italia, s.r.l provided by STS Deloitte STP SRL SB

C.1.19 Indicate the cases in which directors are obliged to resign.

In accordance with article 25 of the Board Regulations, directors must place their post at the disposal of the Board of Directors and formally resign as a Director, if the Board of Directors considers it appropriate based on the following counts:

a) When they are removed from the executive posts to which their appointment as directors was associated;
b) When they are involved in any of the scenarios of incompatibility or prohibition envisaged by the Law;
c) When directors have performed acts that are contrary to the diligence with which they are obliged to perform their duties, infringed their duties and obligations as directors;
d) When their presence on the Board could jeopardise the interests of Logista or cause serious damage to Logista's good name. In particular, directors should inform the Board of any criminal charges brought against them and the progress of any subsequent trial.

For this purpose, the director shall immediately inform the Board of any situation affecting him/her which could damage such credit and reputation and, in particular, of any criminal cases in which they appear as prosecuted, as well as, where appropriate, of their procedural vicissitudes. The Board of Directors should open an investigation as soon as possible and, in light of the particular circumstances, decide, following a report of the Appointments and Remuneration Committee, whether or not to take any measures, such as opening an internal investigation, requesting the resignation of the Director or proposing his/her dismissal

The Board should give a reasoned account of all such determinations in the Annual Corporate Governance Report, unless there are special circumstances to justify it, which must be recorded in the minutes. This is detrimental to the information that the Company is to disseminate, if appropriate, at the time of the adoption of the corresponding measures, when, after analysis by the Board itself, the Board determines that there are situations affecting the director, whether or not relating to his performance in the Company, which damage the Company's credit and reputation.

e) When, a director representing a significant shareholder notifies Logista, at any time, of the decision of the shareholder not to reappoint him at the end of his term, or when the significant shareholder transfers, all its shareholding in Logista. Additionally, if such shareholders reduce their stakes, thereby losing some of their entitlement to appoint directors, the latter's number should be reduced accordingly.

C.1.20 Are qualified majorities other than those established by law required for any particular kind of decision?

Yes No �

If so, describe the differences.

Description of differences

According to the provisions of Article 13 of the Company By-Laws, the Board shall approve resolutions by absolute majority of the directors attending the meeting, either in person or via proxy.

Notwithstanding the above, the adoption of any resolutions related to any of the matters set out below will require the positive vote of at least 70% of the directors, as rounded up in case that the application of that percentage does not result in a whole number of directors, that form part of the Board of Directors and will not be delegated:

a) Any increase or decrease in Logista's corporate capital or the issuance by Logista of any debt securities or other ordinary securities.
b) Approval of an annual budget in relation to capital spending, investments and other financial commitments to be made by Logista over the course of the following year (the "Annual CapEx Budget").
c) Any decision relating to the acquisition of all or part of any third-party business, whether through the purchase (directly or indirectly) of shares, assets or third-party interests (including those derived from a merger or business combination), by Logista or any member of its corporate group.
d) Any decision relating to the disposal of all or part of any business in favour of a third party, whether through the disposition (directly or indirectly) of shares, assets or other interests (including those deriving from a merger or business combination), by Logista or any member of its corporate group.
e) Any decision by the Company to establish strategic arrangements, joint ventures or any other arrangements that entail the sharing or distribution of benefits or assets.
f) Any decision by the Company to incur or agree to incur (directly or indirectly) capital expenditures, investment expenses or any other financing commitment with respect to any transaction that exceeds €1,000,000.00 in the aggregate, unless such capital expenditure,

investment expense or other financing commitment (including the amount of such capital expenditure, investment expense or other financing commitment) is contemplated in the Annual CapEx Budget for such period, which has been approved in accordance with clause (b) of this Article.

g) Any decision by the Company to amend the terms of its loans or debts originating from loan agreements or the granting of security or to obtain or incur loans or debts originating from new loan agreements.
h) The creation of any mortgage, pledge, lien, charge, assignment of the foregoing or any other security relating to Logista that may be granted outside the ordinary course of business.
i) The decision to delegate any power vested in the Board of Directors to a Chief Executive Officer or to delegate any power vested in the Board to any committee thereof.

For purposes of calculating a majority of the directors for purposes of the adoption of the foregoing resolutions, any directors who have a conflict of interest and must thus abstain from voting shall not be included in the denominator by reference to which a majority is calculated.

C.1.21 Explain whether there are any specific requirements, other than those relating to directors, for being appointed as chairman of the Board of Directors.

Yes � No

C.1.22 Indicate whether the articles of incorporation or Board regulations establish any limit as to the age of directors:

Yes � No

C.1.23 Indicate whether the articles of incorporation or Board regulations establish any term limits for independent directors other than those required by law or any other additional requirements that are stricter than those provided by law:

Yes � No

C.1.24 Indicate whether the articles of incorporation or Board regulations establish specific rules for appointing other directors as proxy to vote in Board meetings, if so the procedure for doing so and, in particular, the maximum number of proxies that a director may hold, as well as whether any limit has been established regarding the categories of director to whom votes may be delegated beyond the limits imposed by law. If so, briefly describe these rules.

According to the provisions of article 19.1 of the Board Regulations, directors must attend Board meetings and, when they cannot do so in person, they shall arrange for their representation and vote to be granted in favour of another Board member, including appropriate instructions.

The delegation may be made by letter, fax, telegram, e-mail, or by any other valid means acknowledged in writing.

Non-executive directors may do so only to another non-executive director.

C.1.25 Indicate the number of meetings held by the Board of Directors during the year. Also indicate, if applicable, the number of times the Board met without the chairman being present. Meetings where the chairman gave specific proxy instructions are to be counted as attended.

Number of board meetings	9
Number of board meetings held without the chairman's presence	0

Indicate the number of meetings held by the coordinating director with the other directors, where there was neither attendance nor representation of any executive director:

Not applicable

Indicate the number of meetings held by each Board committee during the year:

Number of meetings held by the audit committee	5
Number of meetings held by the nomination and remuneration committee	8

C.1.26 Indicate the number of meetings held by the Board of Directors during the year with member attendance data:

Number of meetings in which at least 80% of directors were present in person	9
Attendance in person as a % of total votes during the year	95%
Number of meetings with attendance in person or proxies given with specific instructions, by all directors	8
Votes cast in person and by proxies with specific instructions, as a % of total votes during the year	95%

C.1.27 Indicate whether the individual and consolidated financial statements submitted to the Board for issue are certified in advance:

Yes No �

Identify, if applicable, the person(s) who certified the individual and consolidated financial statements of the company for issue by the Board:

Name	Position
Pedro Losada Hernández	CFO

C.1.28 Explain the mechanisms, if any, established by the Board of Directors to ensure that the financial statements it presents to the General Shareholders' Meeting are prepared in accordance with accounting regulations.

In accordance with the provisions of Article 16 of the Board of Directors' Regulations and Article 5.1 of the Regulations of the Audit and Control Committee, the Audit and Control Committee is responsible for supervising and assessing the process of drawing up and the integrity of the financial, reviewing compliance with regulatory requirements, proper delimitation of the consolidation perimeter and the correct application of accounting criteria.

In this respect, the Audit and Control Committee has the following functions:

1. Prior analysis of economic and financial information, including the analysis of the main assumptions and magnitudes, changes in the consolidation perimeter, and evaluation of the potential impacts arising from changes in the Accounting Standards.
1. Supervision of the annual planning of the audit of accounts, as well as the Internal Control System of Financial Information and the Integrated Report.
1. Quarterly attendance of external auditors at the Audit and Control Committee, which allows managing in advance possible aspects that could have a significant financial impact on the Group's assets, results or reputation.
1. Annual attendance of external auditors at the Board of Directors to detail the results of their Audit work.

Historically, the Company's audit opinion reports have been filed without qualification.

C.1.29 Is the secretary of the Board also a director?

Yes No �

C.1.30 Indicate the specific mechanisms established by the company to safeguard the independence of the external auditors, and any mechanisms to safeguard the independence of financial analysts, investment banks and rating agencies, including how legal provisions have been implemented in practice.

Relations between the Board and the Company's external auditors are channelled through the Audit and Control Committee.

In this regard, it should be noted that the Committee's functions in relation to the accounts auditor are fully consistent with the Recommendations for good governance of the CNMV, with its Technical Guide for Audit Committees, and with current legislation. Thus, in addition to its duties required by the applicable law, Articles 16 of the Board's Rules and 4 of the Regulations of the Audit and Control Committee, assign the following functions in relation to the accounts auditor:

a) Investigating the circumstances of any resignation of an external auditor.
b) Ensuring that the remuneration for the work of external auditors does not adversely affect the quality of their work or their independence;
c) Ensuring that the Company communicates, via the Comisión Nacional del Mercado de Valores, information about any change of auditor, including a statement about any disagreements with the outgoing auditor and, if there were any, about their nature.
d) Ensuring that the external auditor holds a meeting every year with the full Board of directors to report on the work done and on developments in the Company's accounting situation and risks.
e) Ensuring that the Company and the external auditor observe the current regulations governing the provision of services other than accounting services, the limits on the concentration of the auditor's business and, in general, the other regulations governing auditors' independence.

In addition, Art.12 of the Audit and Control Committee's Rules stipulates that the Committee must set up an effective channel for regular communication with the auditor who is principally responsible for auditing accounts, and must ensure that communications between the Committee and the external auditor are smooth and permanent, in accordance with the rules governing the activity of accounts auditing, and without jeopardising the auditor's independence or the efficiency with which the auditing work and procedures are carried out.

It should be noted that, in accordance with Art. 529 quaterdecies f) of the Capital Companies Act, the Committee issues annually, and prior to the issue of the report on the auditing of the accounts, a report in which an opinion is expressed about whether the independence of the accounts auditors or auditing companies has been compromised. This report, which is published in the Logista's website sufficiently well in advance of the Company's Ordinary General Meeting, contains a reasoned appraisal of the provision of additional services, other than that of legal auditing, performed by the external auditors.

The said report will contain all relevant information about the services contracted, about the analysis of independence carried out by the Committee, and in particular, about the total amount of the fees received.

In this connection, any request for additional services is submitted for approval to the Audit and Control Committee after the analysis of the pertinent documentation prepared by the Corporate Director of Finances. To that end, the documentation shall include sufficient information to facilitate the evaluation by the Audit and Control Committee.

The said meeting of the Audit and Control Committee will be attended by the Corporate Director of Finances, to whom Committee Members may address additional questions about the specific proposal. When the answers to any such questions have been received, the Audit and Control Committee will proceed to evaluate the said proposal, requesting, if this is thought necessary, additional information or clarifications from any of the Company's employees or from the auditors themselves, and will then approve the proposal if it deems that appropriate. It should be noted that such approval is recorded in the minutes of the Audit and Control Committee's meeting, together with any additional instructions which the Audit and Control Committee may have given in relation to any proposal.

In the specific matter of the accounts auditor's remuneration, the Board of Directors must refrain from engaging any auditing firm whose projected fees for all items exceed five per cent of its total income in the previous fiscal year.

The Board of Directors publicly discloses the total amount of fees which it has paid to the auditing firm for services other than accounts auditing.

In accordance with Logista's Policy on information for, and contact with, shareholders, institutional investors and proxy advisors, and on dissemination of economic, financial, nonfinancial and corporate information, relations with analysts, investors and proxy advisors are based on the principles of transparency, veracity, immediacy, relevance, consistency, sufficiency, clarity and non-discrimination. Within the Company the unit entrusted specifically with dialogue with each of these groups, the Directorate of Investor Relations, regularly holds informative meetings with them, at the time of the presentation of financial information.

During every contact with financial analysts, the Company always takes particular care to avoid compromising its independence and to observe the internal codes of conduct that are customary in this area, and which are designed to separate services of analysis from those of consultancy. C.1.31 Indicate whether the company changed its external auditor during the year. If so, identify the incoming and outgoing auditors:

Yes � No

C.1.32 Indicate whether the audit firm performs any non-audit work for the company and/or its group and, if so, state the amount of fees it received for such work and express this amount as a percentage of the total fees invoiced to the company and/or its group for audit work:

Yes No �

	Company	Group companies	Total
Amount invoiced for non-audit services (thousands of euros)	63	65	128
Amount invoiced for non-audit work/Amount for audit work (in %)	52%	9%	15%

C.1.33 Indicate whether the auditors' report on the financial statements for the preceding year contains a qualified opinion or reservations. If so, indicate the reasons given to shareholders at the general meeting by the chairman of the audit committee to explain the content and extent of the qualified opinion or reservations.

Yes � No

C.1.34 Indicate the number of consecutive years for which the current audit firm has been auditing the company's individual and/or consolidated financial statements. Also, indicate the number of years audited by the current audit firm as a percentage of the total number of years in which the financial statements have been audited:

	Individual	Consolidated
Number of consecutive years	3	3

	Individual	Consolidated
Number of years audited by the current audit firm/number of years in which the company has been audited (in %)	33%	33%

C.1.35 Indicate whether there is a procedure for directors to be sure of having the information necessary to prepare the meetings of the governing bodies with sufficient time; provide details if applicable:

Yes No �

Details of the procedure

Under Article 18 of the Rules of the Board of Directors, the calling of ordinary meetings is effected by letter, fax, telegram or electronic mail, or by any other means which provides evidence of receipt. This has to be done with a minimum of two days' notice, and a longer period of notice is usual.

Except in the event of a justifiable reason for proceeding otherwise, the call includes the agenda of the meeting, which is accompanied by a summary of the information which is relevant and necessary for deliberation and the adoption of resolutions about the subjects dealt with. A clear indication is given of those matters about which the Board of Directors has to make a decision or resolution, so that the Board Members can first study or collect the information needed for the decision.

In those exceptional situations in which, due to urgency, the Chairman wishes to submit for the Board's approval decisions or resolutions about matters which do not appear on the agenda, the prior, express consent of the Board Members present in the meeting will be required, and that consent will be duly recorded in the minutes.

In addition, Chapter VII of the Board's Rules establishes the right and the duty of Board Members to adequately inform themselves and prepare for meetings of the Board and of the delegated bodies or Committees of which they are members. Requests for information are channelled through the Chairman of the Board, the Chief Executive Officer or the Board Secretary, any of whom will deal with them directly or arrange for the Board Members to have the appropriate internal interlocutors. Board Members may also ask for the contracting, at Logista's expense, of legal advisors, accountants, financiers or other experts.

C.1.36 Indicate whether the company has established rules obliging directors to inform the Board of any circumstances, whether or not related to their actions in the company itself, that might harm the company's standing and reputation, tendering their resignation where appropriate. If so, provide details:

Yes No �

Explain the rules

Article 25.2 d) of the Board's Rules includes the obligation of Board Members to offer their resignation to the Board when their continuance on the Board could jeopardise Logista's interests or damage the Company's credit or reputation. In particular, they are obliged to inform the Board of any criminal proceedings in which they are being investigated, and of the vicissitudes of those proceedings.

To that end, Board Members must immediately inform the Board of any situation affecting them which could damage that credit or reputation, particularly any criminal proceedings in which they are being investigated, and of the vicissitudes of those proceedings. The Board of Directors will consider the situation as quickly as possible, and, based on its specific circumstances and a report from the Appointments and Remuneration Committee, will decide whether or not it needs to take any measures, such as the opening of an internal investigation, asking the Board Member concerned to resign, or proposing their dismissal. The Board of Directors will give a reasoned account of all of this in the Annual Report on Corporate Governance, unless there are special circumstances which obviate the need for this, in which case they will be recorded in the minutes. This will be without prejudice to the information which the Company has to disseminate, if appropriate, at the time when the corresponding measures are taken, when, after the Board's own analysis, it decides that there are indeed situations affecting the Board Member, whether or not related to his or her actions within the Company itself, which damage the Company's credit and reputation.

C.1.37 Indicate whether, apart from such special circumstances as may have arisen and been duly minuted, the Board of Directors has been notified or has otherwise become aware of any situation affecting a director, whether or not related to his or her actions in the company itself, that might harm the company's standing and reputation:

Yes � No

C.1.38 Detail any material agreements entered into by the company that come into force, are modified or are terminated in the event of a change in control of the company following a public takeover bid, and their effects.

The Company has not entered into any agreement under these terms.

C.1.39 Identify individually as regards directors, and in aggregate form in other cases, and provide details of any agreements between the company and its directors, executives or employees containing indemnity or golden parachute clauses in the event of resignation or dismissal without due cause or termination of employment as a result of a takeover bid or any other type of transaction.

Number of beneficiaries: 11

Type of beneficiaries: CEO, Secretary Director and certain senior managers

Description of the resolution:

(i) CEO

Compensation equivalent to one annuity of fixed plus short-term variable remuneration in the following cases:
- Termination of the contract at the will of the CEO for serious breach of the contract by the Company, or if it ceases to be the sole CEO of the Company, or if there is a change of control in Logista's shareholding.
- Termination of the contract at the Company's will without justifying cause
Post-contractual non-compete clause: Duration of twelve months. Compensation equivalent to one annuity of fixed plus short-term variable remuneration .

(ii) Secretary Director

Compensation equivalent to one annuity of fixed plus short-term variable remuneration in the following cases:
- Termination of the contract at the will of the Secretary Director for serious breach of the contract by the Company, loss of her condition of Secretary to the Board or General Secretary-Head of Legal Department, the Company, or if there is a change of control in Logista's shareholding.
- Termination of the contract for voluntary and unilateral decision of the Company, implying the cessation in all her positions, without justifying cause.

• Participation in the disengagement plan for Company's top managers ("Plan 60"), To cover the extraordinary remuneration of the Plan, the Company will annually make contributions to a deferred life insurance policy, which the Company itself is the policy holder and beneficiary of, quantified in 20% of the Total Annual Remuneration (fixed remuneration plus annual variable remuneration target of 100%) of the Secretary Director. The Secretary Director's right to receive the extraordinary remuneration, which includes the contributed accumulated amounts until that moment and their financial profitability, arises when she disengages from the Company by mutual agreement, from certain age or in extraordinary circumstances of disability, permanent disability, or other similar circumstances. The collection of such amounts is incompatible with any another compensation for contract termination, and includes a 12 months non-compete obligation.

The total amount of the insured extraordinary remuneration shall not exceed the equivalent to two years' of the Secretary Director's total annual remuneration, at the time of accrual of such remuneration (Recommendation 64 of the Good Governance Code of listed companies of the CNMV).

(iii) Senior Managers

Compensation in the event of termination of the relationship for unfair dismissal or by the will of the worker on the rightful cause (8 contracts). The compensation to be paid, as the case may be, shall be (i) a minimum of two years of fixed and variable remuneration, unless the legal compensation is higher, or (ii) a certain amount, or (iii) the recognition of seniority accrued within the Group.
In the event of a change in the shareholding that involves a change of control of the Company (1 contract), the compensation will be the determined amount established therein for this purpose.
Post-contractual non-compete clause (9 contracts), for a period, depending on the contract, of between eighteen and twenty-four months,. The compensation shall be a remuneration equal to between six months and one year of gross annual salary plus variable remuneration.
5 members of the Management Committee, besides the Secretary Director, have been invited to the so called Plan 60.

Indicate whether, beyond the cases established by legislation, these agreements have to be communicated and/or authorised by the governing bodies of the company or its group. If so, specify the procedures, the cases concerned and the nature of the bodies responsible for their approval or communication:

Body authorising the clauses: Board of Directors Are these clauses notified to the General Shareholders' Meetings? NO

Remarks

In accordance with the applicable law, these contracts are communicated to the relevant competent bodies. The Directors' Remuneration Policy contains the general framework for these clauses for executive directors and this Policy is approved by the Shareholders General Meeting. The Board of Directors approves the contracts of the executive directors and the basic contractual conditions applicable to top Management of the Company.

C.2 Committees of the Board of Directors

C.2.1 Provide details of all committees of the Board of Directors, their members, and the proportion of executive, proprietary, independent and other external directors forming them:

Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

Name	Position	Category
Mr. Alain Minc	Chairman	Independent
Ms. Cristina Garmendia	Member	Independent
Mr. Gregorio Marañón	Member	Independent
Ms. Pilar Platero	Member	Independent
Mr. Richard Hathaway	Member	Proprietary

AUDIT AND CONTROL COMMITTEE

% of proprietary directors	20%
% of independent directors	80%
% of external directors	00%

The Audit and Control Committee has been entrusted (article 16 of the Regulations of the Board of Directors), in addition to the functions established in the Law, those resulting from the application of the recommendations contained in the Technical Guide of Audit Committees of the CNMV, namely:

In relation to information and internal control systems:

a) Supervising and assessing the process of drawing up and the integrity of the financial and non-financial information, as well as the control and management of financial and nonfinancial risks systems related to the Company and its group - including operational, technological, legal, social, environmental, political and reputational or corruption-related systems - reviewing compliance with regulatory requirements, proper delimitation of the consolidation perimeter and the correct application of accounting criteria.
b) Ensuring the independence of the unit handling the internal audit function; proposing the selection, appointment, and cessation of the head of the internal audit service; proposing the service's budget; approving or proposing to the Board of Directors its priorities and annual internal audit work plan, ensuring that it focuses primarily on the main risks (including reputational risks); receiving regular reports on its activities; and verifying that the senior managers are acting on the findings and recommendations of its reports.

The head of the unit handling the internal audit function will present an annual work programme to the Committee, for its approval or for the Board's approval, will directly inform the Committee of its implementation, including any incidents or limitations arising during the implementation, and of the results and follow up of its recommendations, and will submit a report on its activities at the end of each year.

c) Setting up and supervising a procedure which allows employees and other people in relation with the Company, such as directors, shareholders, contractors or subcontractors and/or suppliers, to report irregularities of potential importance, including financial, accounting and any other irregularities, within Logista or its Group. Such a mechanism shall ensure confidentiality and, in any event, provide for cases in which communications may be made anonymously, respecting the rights of the complainant and the person accused.
d) Ensure in general that established internal control policies and systems are implemented effectively in practice.

In relation to the external accounts auditor:

e) Investigating the circumstances of any resignation of an external auditor.
f) Ensuring that the remuneration for the external auditor's work does not adversely affect its quality or independence.
g) Ensuring that the Company notifies the CNMV of any change of external auditor as a material event, and that such notification is accompanied by a statement about any disagreements with the outgoing auditor, and the reasons for the same.
h) Ensuring that the external auditor attends, annually, the plenary session of the Board of Directors to inform it about the work done and about developments in the Company's risk and accounting situations.
i) Ensuring that the Company and the external auditor comply with existing rules on the provision of services other than audit services, limits on the concentration of the auditor's business and, in general, all other rules on the independence of auditors.

In relation to the corporate governance:

j) Supervision of compliance with the Company's environmental, social and corporate governance policies and rules, as well as the Company's Internal Codes of Conduct, also ensuring that corporate culture is aligned with its purpose and values. In particular, it is the responsibility of the Audit and Control Committee:
- (i) Oversee the application of the general policy for communication of financial and economic information, non-financial corporate information, as well as communications with shareholders and investors, proxy advisors and other interests groups. Also, the communications and relationship of the Company with small and medium shareholders will be supervised.
- (ii) Regularly evaluate and review the Company's corporate governance system and the environmental and social policy, to confirm that they are fulfilling their purpose of promoting the corporate interest and catering appropriately for the legitimate interests of the other stakeholders.
- (iii) Supervise that Company's practices in environmental and social aspects are in line with the strategy and policy set.
- (iv) Monitor and evaluate the Company's interaction with its stakeholder groups.

k) Any other responsibility or function assigned to it by Law, by the Bylaws, by these Regulations or by the Board of Directors.

The Audit and Control Committee will meet as frequently as may be decided, either each time its Chairman calls a meeting or whenever two of its members request one, and in any event at least four times per year. In the current fiscal year, said number of meetings has exceeded four, as mentioned in section C.1.25.

The Audit and Control Committee makes its decisions or recommendations by an absolute majority of the members present or represented in its meetings.

The information to be dealt with in their meetings is made available to the Board Members sufficiently well in advance to enable them to study and analyse it. Company personnel are regularly invited, so as to allow Committee Members to formulate questions and ask for the explanations which they need in order to make decisions. However, those personnel do not take part in the debates or in the decision-making, and this avoids any bias in the exercise of the Committee Members' duties.

In this connection, any member of the management team or any other member of the Company or Group can be obliged to attend meetings of the Committee, and to collaborate with it and provide it with the information which they possess, and the Committee may require that person to attend without the presence of any other director. The Committee may also require the accounts auditors to attend its meetings.

So that it can perform its duties, the Committee has at its disposal the means and resources that are necessary for independent functioning. Its requests for resources are channelled through the Secretary to the Company's Board of Directors.

For a better performance of its duties, the Audit and Control Committee may obtain advice from professional people outside the Company.

Among the main activities of the Audit and Control Committee during financial year 2020-2021 the following shall be remarked:

Planning of the Committee activities for next financial year
Proposal for the review and update of the Company's Whistleblowing Policy.
Information and Supervision of the Periodic Financial Information that the Company submits to the CNMV and to the markets, as well as of the non-financial information.
Information and submission to the Board of Directors of the Individual and Consolidated Annual Accounts of the relevant fiscal year, as well as of the Interim Condensed Consolidated Financial Statements.
Supervision of the Degree of Compliance with the Model for the Prevention of Risks from Crime. Implementation of the new Model and supervision of Compliance Committee and the management of the whistleblowing channel.
Quarterly and annual monitoring of the Internal Audit Plan activities during 2021-2022, and approval of 2022-2023 Internal Audit Plan and its budget.
Supervision of the Risk Map of the Group, every four months.
Monitoring of the Internal Control activities of the Group, including the System of Internal Control over Financial Reporting (ICFR).
Annual Evaluation of the Internal Audit Unit and establishment of the Business and Individual Objectives for the Short-Term Variable Remuneration of the Corporate Director of Internal Audit.
Supervision of Accounts Audit fees, and planning of the accounts audit for the financial year.
Authorization for the provision by auditors of the Company or of companies of the Group, of services other than accounts auditing.
Supervision of the Integrated Report.
Report-Proposal to the Board of Directors of the Annual Report on Corporate Governance for the fiscal year.
Report on the Auditor independence.
Self-assessment of its functions and composition during the fiscal year.
Elaboration of the related party's transactions reports

Identify the directors who are members of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date on which the Chairperson of this committee was appointed.

	Mr. Richard Hathaway
Name of directors with experience	Mr. Alain Minc
	Ms. Pilar Platero
	Mr. Minc was re-elected
Date of appointment of the chairperson	Chairman of the Committee on
	the 3rd of February, 2022

APPOINTMENTS AND REMUNERATION COMMITTEE

Name	Position	Category
Mr. Gregorio Marañón	Chairman	Independent
Mr. Alain Minc	Member	Independent
Mr. Luis Isasi	Member	Independent
Mr. John Downing	Member	Proprietary

% of proprietary directors	25%
% of independent directors	75%
% of external directors	0%

The Appointments and Remuneration Committee has the following competencies (art. 17 of the Board Regulations), in addition to those established by the Law:

a) Inform about the proposals for the appointment and removals of the Chairman, Vice-Chairman, Secretary and Deputy-Secretary of the Board of Directors.
b) Examining and organising, in the manner deemed suitable, succession of the Chairman and the first executive of the Company and, if applicable, making proposals to the Board so that this succession occurs in an orderly and planned way.
c) Ensuring compliance with Logista's remuneration policy, periodically reviewing such policy, including share-based remuneration systems and their application, and ensuring that the individual compensation is proportionate to the amounts paid to other directors and senior officers in the Company.
d) Ensuring that selection processes are not implicitly biased in such a way that female directors' selection is prevented.
e) Ensuring that conflicts of interest do not undermine the independence of any external advice the Committee engages.
f) Verifying the information on Director and senior officers' pay contained in corporate documents, including the Annual Directors' Remuneration Report.
g) Verifying, on an annual basis, compliance with the Directors' selection policy and setting out its findings in the Annual Corporate Governance Report.
h) Drafting an Annual Report for the Board of Directors describing the activities of the Appointment and Remuneration Committee. The Report shall be published in Logista's website well in advance of the Annual General Meeting.

i) Any other competence or duty conferred by the Law, the By-Laws or these Regulations.

The Appointments and Remuneration Committee will meet every time it is called by its Chairman or two of its members' request, and when the Board of Directors or its Chairman request the issuance of a report or the adoption of agreements and at least four times per year.

The Appointments and Remuneration Committee adopts decisions or make recommendations by voting majority of the total number of its members.

The information to be discussed in the sessions is made available to directors well in advance for their study and analysis. Company staff are regularly invited to allow Committee's members to ask questions and request the necessary explanations for decision-making, although such staff do not participate in discussions or decision-making, thus avoiding bias in the exercise of the functions of Committee members. There is an obligation on company staff to attend meetings when required to do so. The Committee may also seek the assistance of external experts.

Main activities during financial year 2021-2022:

Submission to the Board of the Annual Report on Directors' Remuneration.
Evaluation of the degree of achievement of the Group's Business Objectives (Bonus) and Proposal of Setting of the Group's Business Objectives.
Follow-up during the year of the degree of achievement of the Group's Business Objectives
Evaluation of the Short-Term Variable Remuneration of the executive directors.
Setting of the Fixed Remuneration of executive Directors.
Reports on proposals for directors' appointments and cessation.
Reports on the cessation and appointment of Senior Managers.
Reports on the contractual conditions of the Management Committee new members
Proposal to the Board regarding the settlement of the Long Term Remuneration Plans.
Review of the top management succession plans.
Monitoring of inclusion, culture and diversity measures implemented by the Company
Self-assessment of its composition and functions, and proposal of Board selfassessment report and the proposal of improvement actions.

C.2.2 Complete the following table with information regarding the number of female directors who were members of Board committees at the close of the past four years:

	Number of female directors
	2022		2021		2020		2019
	Number	%	Number	%	Number	%	Number	%
Audit committee	2	40	2	40	2	40.00	1	25.00
Appointments and Remuneration committee	0	0	0	0	0	0.00	0	0.00

C.2.3 Indicate, where applicable, the existence of any regulations governing Board committees, where these regulations are to be found, and any amendments made to them during the year. Also indicate whether any annual reports on the activities of each committee have been voluntarily prepared.

Besides the Capital Companies Act, the By-Laws of the Company (Articles 15 to 18) and the Board of Directors' Regulations (Articles 14 to 18) contain the rules governing the Board Committees. It should be noted that the Board's Rules, which may be consulted on the corporate website www.logista.com, have been modified during the current fiscal year, as detailed in Section C.1.15 of this Report.

The Audit and Control Committee is also governed by its own Regulations.

D RELATED PARTY AND INTRAGROUP TRANSACTIONS

D.1 Describe, if applicable, the procedure and competent bodies for the approval of related party and intragroup transactions, indicating the general internal criteria and rules of the company governing the abstention obligations of the directors or shareholders affected and detailing the internal reporting and periodic control procedures established by the company in relation to those related-party transactions whose approval has been delegated by the board of directors.

Article 33 of the Board's Rules stipulates that, except in matters which are legally the responsibility of the General Meeting, the Board of Directors, following a report from the Audit and Control Committee, formally reserves to itself cognizance of, and if appropriate, authorisation for, related-party transactions (transactions of the Company with Board Members or significant shareholders). To authorise, when appropriate, a related-party transaction, the Board of Directors will primarily consider the social interest, evaluating the transaction in terms of equal treatment of shareholders and of market conditions.

On occasion, the Company has also made use of its option, under Article 529 duovicies.4 of the Capital Companies Act, to delegate approval of certain transactions. Accordingly, the Chief Executive Officer may approve transactions between companies which form part of the same group when those transactions take place in the ordinary course of management and in market conditions, up to a maximum of 1 million euros, reporting to the following Audit and Control Committee meeting. The delegation of transactions agreed by virtue of contracts whose standard terms and conditions are applied en masse, which are made at prices or rates that are fixed in a general manner, and whose value does not exceed half of the Company's net turnover, has also been agreed, with the same reporting obligation.

Board Members who may be affected by a related-party transaction, whether personally or when representing shareholders on the Board, cannot take part in debates or voting on the agreements, except in cases of intra-Group transactions, with the consent of the Board.

The Company reports on the aforementioned related-party transactions in the Annual Report on Corporate Governance, in the regulated Financial Reporting, and in the Report on the Annual Accounts, when applicable and to the extent stated by article 529 unvicies and the following one of the Capital Companies Act.

Article 32 of the Rules also states that Board Members must inform the Board of Directors of any situation in which they themselves or people linked to them could find themselves in conflict, directly or indirectly, with the Company's interests or those of companies in its Group.

In addition, the Framework Agreement of 12th June, 2014, between the Company and Imperial Brands Plc (formerly called the Imperial Tobacco Group), states that all related-party transactions and, in general, any transaction which could pose a conflict of interests affecting the Logista Group and the Imperial Brands Group, have to be concluded in market conditions, in accordance with circumstances reasonably fixed between two independent operators, with the principle of equal treatment of shareholders, and with the principle of neutrality upheld by the Framework Agreement itself.

D.2 Detail on an individual basis, those transactions that are significant, either by their amount or by the subject, carried out between the company or its dependent entities and the shareholders holding 10% or more of the voting rights or represented on the board of directors of the company, indicating which has been the competent body for its approval and if any shareholder or director affected has abstained. In the event that the competent body was the general meeting, indicate if the proposed agreement was approved by the board without the vote against of the majority of independent directors:

Name or Company name of the shareholders or of any of its depending entities	%Shareholding	Name or Company name of the de company or depending entity	Nature of the relationship	Kind of transaction and other necessary information for its assessment	Amount (thousand euros)	Approving body	Identification of the significant shareholder or director who abstained from voting	The proposal to the AGM if any, has been approved by the board without a majority of independent directors voting against
Imperial Brands Plc	50.01	ALTADIS SAU	Commercial	Purchase of goods	340,671	Board of Directors	L. Blohm. J. Downing R. Hathaway M.McGowan J. Ramsey	N/A
Imperial Brands Plc	50.01	Imperial Brands Finance PLC	Contractual	Interests	20,400	Board of Directors	L. Blohm. J. Downing R. Hathaway M.McGowan J. Ramsey	N/A
Imperial Brands Plc	50.01	SEITA	Commercial	Purchase of goods	178,264	Board of Directors	L. Blohm. J. Downing R. Hathaway M.McGowan J. Ramsey	N/A

Remarks

This table includes information on the most relevant related-party transactions executed in the year, as shown in the annual accounts. Additionally, the Company has publicly informed through "Other Relevant Information" published on the CNMV website on 19.08.22, of the related party transactions approved during the year, some of which have only been partially executed in the year, as they are multi-year contracts.

D.3 Detail on an individual basis those transactions that are significant, either by their amount or by the subject, carried out by the company or its subsidiaries with the administrators or directors of the company, including those transactions carried out with entities that the administrator or director controls or controls jointly, and indicating which has been the competent body for its approval and if any shareholder or director affected has abstained. In the event that the competent body was the general meeting, indicate if the proposed agreement was approved by the board, without the vote against of the majority of independent directors:

Not applicable

D.4 Report on an individual basis, those intragroup transactions that are significant, either by their amount or by the subject, carried out by the company with its parent company or with other entities belonging to the parent company's group, including the listed company's own subsidiaries, unless no other related party of the listed company has an interest in such subsidiaries or such subsidiaries are wholly owned, directly or indirectly, by the listed company.

In any case, report any intragroup transaction conducted with entities established in countries or territories considered as tax havens:

See D.2 above

D.5 Report on an individual basis, those transactions that are significant, either by their amount or by the subject, carried out by the company or its subsidiaries with other related parties, in accordance with International Accounting Standards as adopted by the EU, which have not been reported under the preceding headings.

Not applicable

D.6 List the mechanisms in place to detect, determine and resolve potential conflicts of interest between the company and/or its group and its directors, senior management, significant shareholders or other related parties:

Article 32 of the Board Regulations rules the conflict of interest that may affect directors and their related parties. From this regulation, as well as from the provisions of the Law, results the obligation of the directors (i) to report to the Board of Directors any situation of conflict that they may have with the interest of the Company and (ii) to refrain from intervening in the deliberations that affect matters in which the director, or his/her related parties, are personally interested.

In addition the new draft of the Code of Conduct of Logista approved by the Board of Directors on its meeting held in 22 July 2021, contains a specific regulations regarding the conflict of interest resolution which it is applicable to all the Group's employees and in consequence to its senior managers. The employees have the obligations to report any situation of a possible conflict of interest, abstain from getting involved in the matter and comply with all the corrective measures that may be imposed.

Where an Executive Director is involved, the conflict will be managed according to the applicable law. Where a Corporate Manager, General Manager or Business Manager is involved, the potential conflict of interest will be managed by a specific Committee integrated by the Group's Compliance Officer, the Corporate Human Resources Manager, and the Corporate Internal Audit Director (this latter will act as an advisor without the rights to vote).

D.7 Indicate whether the company is controlled by another entity in the meaning of Article 42 of the Commercial Code, whether listed or not, and whether it has, directly or through any of its subsidiaries, business relationships with said entity or any of its subsidiaries (other than the listed company) or carries out activities related to those of any of them.

Yes No �

Indicate whether the respective areas of activity and any business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries have been defined publicly and precisely:

Yes No �

Report the respective areas of activity and any business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries, and identify where these aspects have been publicly reported

The Company is indirectly controlled by Imperial Brands Plc. and their relationship is ruled by the Framework Agreement of 12 June 2014, in the terms explained in section D.1 above.

As a provider of logistics and other value-added services, the Company provides its services to different Companies within the Imperial Group, in the context of their usual commercial operations and under market conditions.

Identify the mechanisms in place to resolve potential conflicts of interest between the parent of the listed company and the other group companies:

Mechanisms for resolving possible conflicts of interest

Eventual conflicts of interest are resolved through the regime of related-party transactions and conflicts of interest described in the previous sections

E RISK MANAGEMENT AND CONTROL SYSTEMS

E.1 Explain the scope of the company's financial and non-financial Risk Management and Control System, including tax risk.

The Corporate Risk Management System of the Company and its subsidiaries is set forth in the Risks Management General Policy updated and approved by the Board of Directors on September 22nd, 2021.

The General Risk Management Policy, applicable to each of the businesses and countries as well as to the corporate areas, aims to implement a continuous and integrated risk management system, in order to provide a tool to Logista's Board of Directors and Management to optimize results, in order to improve their capacities to create, preserve and, ultimately, achieve value.

This Policy establishes the action commitments for the control and management of external and internal risks, of any nature, that may affect Logista at any time in order to achieve its objectives, specifically:

To implement an integrated risk management system and provide a comprehensive and joint vision of them, which allows identifying and managing risk throughout Logista, thus improving the ability of the organization to manage Risks efficiently and support decision-making.
To allocate responsibilities to participants, defining the roles and responsibilities of the different bodies involved in Risk Management System.
Consider, in a general, a predefined typology of risks: to generally define the categories or types of financial and non-financial risks, that may affect the group, classified in environmental (including social), business, financial (including tax), compliance, operational and technological and reputational risks. Operational risks include the category of environmental risks (including climate change), as well as fraud and corruption and bribery.
To determine the risk profile or Risk Appetite.
To establish measures foreseen to Risk Management.
Periodically supervise the risk management model: evaluating the adequacy of risks classification considering the environment and Logista reality, as well as the correct operation of the Risk Management Model.
To allow an efficient allocation of resources.
To ensure reliability of Financial and non-financial Information
To define guidelines for transparency and Good Corporate Govern
To increase the range of opportunities available

Furthermore, fiscal strategy described at Fiscal Policy of the Company, states, as part of its key objectives the following:

− To minimize the fiscal Risks associated with the Company's operations and strategic decisions, thus ensuring that the tax payable is appropriate and in proportion to the operations of the Businesses, the material and human resources, and the business Risks of the Group.
− To define the fiscal Risks and determine the Objectives and Activities of Internal Control, and to set up systems for reporting fiscal compliance and for keeping documentary records, integrated with the Group's General Framework of Internal Control.

On the other hand, Logista's Internal Control General Policy of April 25th, 2017, establishes a general action framework for controlling and management of internal and external Risks of any nature, which may affect Logista, in accordance with the Risk Map in place at all times in the achievement of its objectives.

The Risk Management methodology used is developed according to the following scheme, as described in its Risk Management Procedure: establishment of objectives and context, identification of potential Risks, analysis of Risks, evaluation of Risks (impact, probability of occurrence, both in gross and net terms, once the mitigation activities and their speed have been evaluated) and speed), risk treatment (assume, mitigate, transfer, eliminate and pursue), control and continuous review of the Risk Management process, information and communication.

Furthermore, risk tolerances are established when rating each gross risk quantitatively and qualitatively based on certain impact assessment criteria that allow determining its position within the general risk appetite scheme.

The criteria used to determine the impact are: regulatory, economic-financial, legal and compliance, health and safety, impact on processes, reputational and strategic.

During the current fiscal year 2021-22, the "SAP GRC Risk Management" system is being implemented to integrate Logista's risk management model, that is expected to be operational in next fiscal year 2022-23. In this tool, Logista's risk model will be maintained through the different functionalities of the same that will allow to execute the different phases of risk management, (from identification, analysis and evaluation, to its treatment and monitoring). Until the final implementation of this tool, the risk management process has been carried out using the usual tools of the Risk Management System (Risk Register and Risk Maps), with the ultimate aim of informing and carrying out their correct monitoring by the corresponding bodies.

On the other hand, Logista has criminal risk prevention models, in which risk events according to the activities carried out by Logista, are identified and evaluated, as well as the controls for their prevention, mitigation and detection, including those responsible for its execution and its independent verification. Tax offences are included among the list of crimes that have been considered in the model for their prevention.

E.2 Identify the bodies within the company responsible for preparing and executing the financial and non-financial Risk Management and Control System, including tax risk.

The Company's Risk Management Procedure, which develops the Risks Management General Policy approved by the Board of Directors, also establishes the following roles and responsibilities:

The Board of Directors

The Board of Directors is responsible for determining the Risk Management Policy, including tax risks, as well as the supervision of the internal reporting and control systems, in particular of financial information.

It is also responsible for determining the level of risk to be assumed by Logista, ensuring that the Audit and Control Committee has the necessary and adequate powers to perform its functions, and supervising its operation.

The Audit and Control Committee

Among others, according to art. 16.2 of the Board of Directors Regulations, the Audit and Control Committee shall have the following competencies in relation to the supervision of the management and control of Risks:

a) Supervising and assessing the process of drawing up and the integrity of the financial and non-financial information, as well as the control and management of financial and non-financial risks systems related to the Company and its group - including operational, technological, legal, social, environmental, political and reputational or corruption-related systems - reviewing compliance with regulatory requirements, proper delimitation of the consolidation perimeter and the correct application of accounting criteria. Furthermore, it shall oversee the functions of the Risk and Control Management Unit.
b) Ensuring in general that established internal control policies and systems are implemented effectively in practice.

The Management Committee

Its basic functions are the following:

a) To define Logista's Risk strategy and ensure its proper implementation in accordance with Risk Management systems, and communicate to the Risks Owners the guidelines that may be determined.
b) To supervise the most relevant Risks and make decisions regarding their management and control, such as determining the mitigation strategies for the main risks
c) To promote and disseminate Logista's Risk culture among all its employees
d) To advise the Corporate Internal Audit Directorate on all aspects considered relevant for Risk Management.
e) To make, when required, a proposal for risk appetite and tolerances for approval by the Board of Directors, after deliberation by the Audit and Control Committee.

The Corporate Internal Audit Directorate as Risk and Control Management Unit.

The Corporate Internal Audit Directorate, in its role as Risk Control and Management Unit, will assume the following functions:

a) To coordinate Logista's risk identification and evaluation process, supporting the Risks Managers in this process, supervising that the main risks are identified, evaluated and managed in such a way that they are at the risk levels that are considered acceptable. Ensuring the proper functioning of the Risk Management system.
b) To keep the Logista Risks Map updated
c) To cooperate with the Management Committee in the definition of Logista's Risk Strategy and provide support in the relevant decisions that said Committee must adopt in terms of Risk management.
d) Ensure that the Risk Management system offers risk mitigating measures in line with Logista's Risk strategy.
e) Periodically report the status and evolution of the main risks, as well as the result of the process of updating and evaluating them to the Management Committee, as well as prior to their reporting to the Audit and Control Committee and, when applicable, to the Logista Board of Directors.

Risk and Processes Owners

Generally, this function is occupied by the Business Directors and Corporate Directors related to the Risks that correspond to them according to their activity or area of responsibility.

They are the owners of the risks and therefore, the ultimate direct managers of risk responsible in their respective areas, which include, among others, the following functions:

a) Execution of the Risk strategy established by the Management Committee and any guidelines determined by Logista's organizational units in terms of Risks
b) Detect situations of Risks and opportunities that affect the achievement of Logista's objectives within its area of responsibility
c) Report their Risks, through their participation in the risk reporting process established for this purpose and through the tools made available to them, and communicating to the Corporate Internal Audit Directorate how many risks arise, the plans and mitigating actions proposed, as well as the degree of advancement or implementation thereof.

In the event that a new significant Risk is eventually detected outside of the aforementioned periodic review process, such situation must be communicated to the Corporate Internal Audit Directorate for its elevation, if applicable, to the Management Committee for the purposes of its inclusion, where appropriate, in the Risk Map and subsequent information to the Audit and Control Committee, for appropriate purposes.

d) Analyse and evaluate the identified risks they face in achieving their objectives, according to the available methodology.
e) Define the most appropriate response for each of its Risks, identifying and / or where appropriate, designing and defining the control activities and internal standards necessary for managing its risks, assigning responsibility for them among the members of its Businesses or Corporate Directorates (the "Control Owners").
f) Ensure and promote that the control activities designed for each of the identified risks are carried out in a timely manner.
g) Supervise the implementation of the different action plans and corrective actions defined for mitigation.

E.3 Indicate the main financial and non-financial risks, including tax risks, and those deriving from corruption (with the scope of these risks as set out in Royal Decree Law 18/2017), to the extent that these are significant, which may affect the achievement of business objectives.

Environment Risks:

• The evolution of the different activities is conditioned by the environment, by the political, social and / or macroeconomic conditions at the global and local level, in the countries in which Logista has a presence. Aspects such as inflationary pressure, disruptions in the supply chain, and the negative evolution of the main macroeconomic indicators, have an impact on the performance and evolution of Logista's businesses, and may be subject to new regulations, cost increases, changes in consumption habits and patterns as well as social events such as sectoral or general strikes, with an impact on operations or the need for restructuring.

Business Risks:

Risk in the success of the expansion in the different businesses of the Group, to compensate for a possible acceleration of the rate of reduction of the tobacco market together with a misalignment with said market in relation to sustainability policies.
The transport sector is marked by intense competition, which is affected by a worsening of the economic situation, an increase in costs (gasoline, tolls, distribution costs, wages ...), affecting prices, the cost structure and therefore the mix of product and profitability.
The liberalization of the main markets in which Logista operates as an authorized distributor of tobacco products in which there is currently a State monopoly for retail sales could affect the results, if the measures already foreseen by the Group were not implemented.

Operational and Technological Risks:

Damages to systems as a result of deliberate attacks by third parties, as the Group is exposed to threats and vulnerabilities due to the regular use of information technologies and systems in the development of its activities, which may jeopardize the protection of the information and the continuity of the systems, including compromising the privacy and integrity of the information, or suffering data theft or fraud.
Digitalization entails benefits and opportunities for Logista, risks associated with an incorrect strategy in the execution and technological definition, which may affect the viability of Logista's business models, as well as its competitive position with the associated costs derived from the loss of opportunities. The emergence of new technologies in our businesses impacts on organizational models and the control framework with the inherent risks associated with such a change.
Theft of tobacco in facilities and during transport associated to increases in insurance premiums.
In the event of great magnitude, there is a risk of stoppage of operations, or that the continuity plans envisaged to manage disaster scenarios in the required times and conditions, do not allow to ensure the levels of services, nor the availability of the information systems.
Growing concern on the part of Logista and stakeholders in relation to the impact and consequence of climate change. In this sense, there is, therefore, a risk of not being able to comply with the commitment that Logista has in the development of good practices in quality and environment in order to minimize the environmental impact derived from its activity, optimize the use of resources and prevent pollution in business processes, according to strict regulatory compliance (reduction of the carbon footprint, use of renewable energies, waste management, collaboration with environmental organizations and institutions and energy efficiency standards).
Any irregular conduct or intentional action that involves a breach of internal and external rules and / or market expectations in relation to ethical business conduct, whether fraud in tenders, contracts, embezzlement of assets, conflicts of interest, manipulation of financial statements or corruption and / or malpractice.

Regulatory Compliance Risks:

Logista for the particularities of its business, when operating in regulated markets, in which they present high market shares is subject to the supervision of the national authorities in competition matters. In this sense, there are currently actions and / or processes whose result is pending completion.
Logista´s Businesses are subject to compliance of numerous general and industry laws and regulations, with European, national, regional and local reach, in every country where it operates, exposing the Group to potential failures to comply and the corresponding sanctions or claims and, on the other hand, to increasing costs for supervision of compliance and control.
In the ordinary course of its activities, the Company could be involved in litigation, either as a claimant or a defendant, derived from a potential interpretation of laws, regulations or contracts, as well as the result of legal actions that could be carried out, the results of which are, by nature, uncertain.

Financial Risks/ Tax Risks:

The main activity of tobacco sales is subject to specific tax regulations, which in turn are complex due to the different geographical segments in which the Group operates. In this sense, there are different tax disputes pending of resolution that require value judgments by Logista in order to estimate the probability that these liabilities will materialize, for which the risk is provisioned based on the opinion of legal experts and the possibility of passing them on to third parties. Currently, the Group has certain years subject to inspection on certain taxes.
Like any other wholesale business, payment cycles for products purchased from tobacco manufacturers and point-of-sale collection cycles do not match. Along with this, the Logista Group's payment of its tax obligations to the tax authorities is made in a different cycle from that of manufacturers and points of sale. In case of liquidity needs of the governments of the countries in which the group operates, any potential change in the tax payment cycles, as well as a potential significant increase in taxes, (for example: VAT and special taxes), would derive in a negative effect for the business, since it would cause a worsening of the prospects of the financial situation, the operating result, and the cash management of the Group.
One of the fundamental objectives of the Group is to preserve the value of the Group's assets, by analysing and preventing risks and optimizing the management of major claims. Furthermore, there is a risk of impairment in the fair value of assets, in relation to the high Registered Goodwill, given that the Group has a significant amount of assets and investments, with a considerable impact on the income statement.
Derived from the usual operations of business with its clients, Logista is exposed to commercial credit risk.

E.4 Indicate whether the entity has risk tolerance levels, including for tax risk.

To ensure Logista's activities are aligned with the level of risk that Logista considers appropriate in the development of its activities and with its business model, inherent in its strategy and corporate culture, and therefore, through an effective and active management, allows risks to be kept within tolerance thresholds. It is the Board of Directors, at the proposal of the Management Committee and after deliberation by the Audit and Control Committee, responsible for approving and validating risk appetite and tolerances. In general terms it is as follows:

Logista presents a higher risk profile compared to the technological risks that could materialize, since, that, within the framework of Logista's strategy, it is a key element to provide logistics services with high added value and, therefore, with a high level of technological progress.

Due to the particularity of the business and the markets where the Group is present, it has a moderate risk profile, therefore Risk Management has to be done considering the following:

a) Achieve those strategic objectives defined by the Group, keeping a level of uncertainty under control.
b) Maximize the level of guarantee to shareholders.
c) Protect Group financial results and reputation.
d) Take care of stakeholders interests (shareholders, customers and manufacturers).

However, the Group has a low tolerance towards the risk in what concerns to policies, laws and regulations compliance, including tax regulation.

During the first quarter of the fiscal year, the Management Committee has made its risk appetite proposal, established under quantitative (economic-financial) and qualitative (non-financial) criteria to the Board of Directors, after deliberation by the Audit and Control Committee. The Board of Directors has approved and validated this risk appetite.

E.5 Indicate which financial and non-financial risks, including tax risks, have materialised during the year.

Logista is affected by the complexity of the economic, political and social environment in the current global context, which is having a direct impact on the countries in which it has a presence, mainly in Spain, France, Portugal and Italy, whose most visible consequence is the inflationary spiral, as well as to a lesser extent, the delay in the reception of some supplies. In this sense, the rise in prices has a generalized impact, although mitigated in part, with an impact on road transport costs, to which is added the shortage of drivers that, in practice, is another conditioning factor of prices.

Also, risks materialized throughout the year are regular operational risks, in the ordinary course of business, particularly theft of tobacco in the company facilities and during transport, without impact in the Logista's financial results and also, liabilities for the resolution of fiscal litigation processes, ruled against the Group, not affecting significantly the Logista´s financial results, as these were properly provisioned, as well as other litigations of non-fiscal character.

In these cases, the control systems established have allowed the mitigation of either the impact of the risk or its probability of occurrence. In general, Logista's Internal Control and Risk Management Systems have allowed several risks to be placed in a low risk profile, and even that some of them have been completed without negative impact for Logista.

The risk of pandemic is maintained, however, it descends to a controlled area, after the entry of the pandemic into a phase of stabilization due to the success of the vaccination campaigns undertaken at the national level, so the uncertainty regarding the possible consequences of the pandemic have been reduced, not having impacted on the results of Logista, or at the operational level

E.6 Explain the response and oversight plans for the company's main risks, including tax risks, as well as the procedures followed by the company in order to ensure that the Board of Directors responds to any new challenges that arise.

The methodology to elaborate the Risk Map forces the evaluators to assess risks before and after considering the mitigating controls and action plans established for each case. The Risk Management Procedure states which action has to be done (Eliminate, Mitigate, Transfer, Assume and/or Pursue), and also an action plan will be defined.

The following are the main existing controls for each of the risks identified in section E.3 above:

Environment Risks

The increase in costs is partly offset by the impact of price increases on customers, according to the contracts signed, as well as by cost containment measures and the restructuring and optimization plans and search for synergies undertaken by the Logista.
Logista manages the possible lack of supplies by signing agreements with its suppliers and the provision of security stocks.
The evolution of the different activities, as well as their regulatory, social and political environment, is permanently monitored, adapting their strategy and objectives to the different conditions that arise in the countries in which it operates.

Business Risks

Logista has an expansion plan in line with the strategic plan, based on organic and inorganic growth, diversifying its activities with the premise of always offering the best service and high value to its customers, with special focus on the transport businesses and pharmaceutical distribution which would allow it to compensate for a possible acceleration of the falls in volumes in the tobacco market.
Logista has cost-passing mechanisms (transport tariffs indexed to the price of fuel), as well as long-term agreements with its suppliers that allow it to control the effect of the possible price increase.
The shortage of drivers is supplemented by the capture and establishment of lasting agreements over time with drivers and transport companies, which meet the standards set by Logista's businesses through their homologation, all this process carried out by specialized departments.
The effect of the liberalization of the main markets in which the Group operates as an authorized distributor of tobacco products in which there is currently a State monopoly for retail sales, would be, if there were to be a negative effect, offset by the diversification strategy followed by the Group, and its ability to market tobacco through the extensive capillary network of points of sale.

Operational and Technological Risks

Logista has developed and updated a Cybersecurity Plan, which includes specific action measures.
Digital transformation is embedded in Logista's strategy and in new ways of thinking about

customers, competition, data, innovation and values.

With regard to thefts, highest security standards have been implemented, and Insurance Policies have been contracted, which reduce risks to tolerable levels.
The Corporate Resources Directorate has issued a Procedure for the development of business continuity plans in Logista based on best practices. In this sense, Logista's businesses have developed business continuity plans, which are being updated and improved, in order to be prepared for possible contingencies that may pose a risk or compromise, the service levels established above the desirable time.
Logista has developed a Master Plan for Quality and Environment, and a Quality, Environment and Energy Efficiency Policy that establish guidelines and good practices to optimize the use of resources and prevent pollution in processes. Logista has been included by CDP in the group "A List", as one of the global leaders in the fight against climate change. The carbon footprint is verified according to ISO 14064 (GHG Protocol methodology).
Logista has general principles of behaviour that must be followed both internally and externally, as reflected in the Logista Code of Conduct. Logista has mechanisms to guarantee compliance such as training courses on compliance, the communication of these standards through publication on the corporate intranet as well as supervision, within the general system of internal control of Logista.

Regulatory Compliance Risks

Logista permanently monitors the regulatory and legislative processes that could affect its activities, in order to anticipate possible changes sufficiently in advance for their proper management. Likewise, it has specific rules and procedures that regulate the framework of action of its activities, as well as the existence of models for the Prevention of criminal risks, all under the principle of "zero tolerance" with fraud and corruption.
Logista also acts with legal defence, management and monitoring of judicial processes, counting, where appropriate, with the support of external expert advisors or third-party specialists to defend its position, being Logista's position the strict compliance with the Law.

Financial/Tax Risks

The Company promotes strict compliance with the applicable tax regulations, monitoring and supervising compliance with tax obligations centrally in the Group, with the collaboration of tax advisers and law firms of recognized prestige as support in the presentation of tax returns and the subsequent liquidations, as well as in the case of special operations and, when appropriate, in their legal defence.
Changes in the group's payment cycles may force it to look for external sources of financing: the most exposed Businesses to the credit risk of their clients, are strengthening the management of the recovery circuits of debt to shorten the collection terms, as well as more closely monitoring the assigned credit limits, promoting the obtaining of bank guarantees.
The finance department carries out an analysis of the accidental risks that may affect to Logista, both in its assets and in the performance of its activity and establishes the contracting of external insurance coverage that it deems appropriate. In relation to the Goodwill, the Group performs impairment tests.
Logista controls the risks of insolvency by setting credit limits and establishing strict conditions regarding collection terms; commercial risk is distributed among a large number

of clients with short collection periods, being the main number of clients, tobacco shops, so that exposure to credit risk to third parties outside the Group is not very significant, and it counts, when necessary, with Insurance Policies to mitigate the impact of possible nonpayments.

Regarding the procedures followed to ensure that the Board of Directors responds to the new challenges that arise:

The Management Committee has discussed quarterly the main risks and their response plans, as well as the most relevant risks by business (regardless of their position on the corporate risk map), approving the Logista Risk Map.
The Audit and Control Committee also monitors four times a year the evolution of the various key risks, as well as their response strategies and associated mitigation plans, including tax risks.
Likewise, the Board of Directors receives twice a year additional periodic information according to its responsibilities, from the Risk Control and Management Unit about Logista's main risks.

F INTERNAL RISK MANAGEMENT AND CONTROL SYSTEMS RELATING TO THE PROCESS OF PUBLISHING FINANCIAL INFORMATION (ICFR)

Describe the mechanisms forming your company's Internal Control over Financial Reporting (ICFR) system.

F.1 The entity's control environment

Report on at least the following, describing their principal features:

F.1.1.The bodies and/or departments that are responsible for: (i) the existence and maintenance of an adequate and effective ICFR system; (ii) its implementation; and (iii) its supervision.

The Logista System for the Internal Control of Financial Reporting (hereinafter 'ICFR') forms part of the Company´s Internal Control System and is integrated by all the processes carried out by the Board of Directors, the Audit and Control Committee, Senior Management and the Logista Group personnel. It provides reasonable security in relation to the reliability of the financial information which is released to the markets.

Article 5 of the Board of Directors Regulations ('The general role of supervision'), lays down as one of its responsibilities the definition and approval of the Company policies and general strategies, and in particular, the Control and Management of Risks Policy, including fiscal Risks, and the supervision of the internal systems of reporting and control, including financial reporting. It also defines the ultimate responsibility of the Board of Directors over the financial information which, as a listed company, has to be published regularly, and its responsibility to formulate the annual accounts and present them to the General Shareholders' Meeting.

In accordance with the provisions of Article 16 of the Board of Directors Regulations and article 5 of Audit and Control Committee Regulation, the functions of the Audit and Control Committee are the following:

In relation to information and internal control systems:

a) Supervising and assessing the process of drawing up and the integrity of the financial and non-financial information, as well as the control and management of financial and non-financial risks systems related to the Company and its group - including operational, technological, legal, social, environmental, political and reputational or corruption-related systems - reviewing compliance with regulatory requirements, proper delimitation of the consolidation perimeter and the correct application of accounting criteria.

b) Ensuring the independence of the unit handling the internal audit function; proposing the selection, appointment, and cessation of the head of the internal audit service; proposing the service's budget; approving or proposing to the Board of Directors its priorities and annual internal audit work plan, ensuring that it focuses primarily on the main risks (including reputational risks); receiving regular reports on its activities; and verifying that the senior managers are acting on the findings and recommendations of its reports.

c) Setting up and supervising a procedure which allows employees and other people in relation with the Company, such as Directors, shareholders, contractors or subcontractors and/or suppliers, to report irregularities of potential importance, including financial, accounting and any other irregularities, within Logista or its Group. Such a mechanism shall ensure confidentiality and, in any event, provide for cases in which communications may be made anonymously, respecting the rights of the complainant and the person accused.

d) Ensure in general that established internal control policies and systems are implemented effectively in practice.

In relation to the external accounts auditor:

a) In case of resignation of an external auditor, investigating the circumstances for such resignation.

b) Ensuring that the remuneration for the external auditor's work does not adversely affect its quality or independence.

c) Ensuring that the Company notifies the CNMV of any change of external auditor as a material event, and that such notification is accompanied by a statement about any disagreements with the outgoing auditor, and the reasons for the same.

d) Ensuring that the external auditor attends, annually, the plenary session of the Board of Directors to inform it about the work done and about developments in the Company's risk and accounting situations.

e) Ensuring that the Company and the external auditor comply with existing rules on the provision of services other than audit services, limits on the concentration of the auditor's business and, in general, all other rules on the independence of auditors.

Furthermore, the Internal Control Direction, integrated in the Financial Corporate Directorate, is the responsible unit for the design, implementation and monitorization of the Internal Control Systems of the Financial Information. Therefore:

a) Determines on an annual basis the materiality and scope of the ICFR, calculating and evaluating for each company in the Group, the quantitative and qualitative significant accounts and their impact in the ICFR.
b) Determines the structure, implementation and deployments of the ICFR, keeping the GRC tool updated, as a basis for the internal control management (SAP GRC Process Control) and updates the supporting documentation develop for each business (narratives and processes flow charts and risk and control matrixes).
c) Continuously motorizes the defined ICFR controls implementation, and communicates the results of such monitorization through a continued periodical report to Control Coordinators, other players of each business and companies and to the Financial Corporate Directorate.

ICFR monitorization is executed with the SAP GRC control tool that was implemented in former years in the Spanish companies, within ICFR scope, and during the present year in Italy. In this tool the Company manages the risk and control matrixes for the operating and supporting process of the Group and all interested have accessed to it. The Internal Audit Corporate Direction can also follows the monitorization carried out under this scheme and its results. SAP GRC process control manages ICFR processes and control responsibilities of all areas, and not only of those of the Financial Corporate Directorate.

The Internal Control Unit monthly monitors the identified ICFR controls on the Group processes and asks to the managers of each control the evidence of their adequate implementation. It also coordinates and promotes the periodically revision of the controls designed. The testing of the effectivity of the controls, the revision of their design, their outcome and modifications (if any), remain recorded and filed in the SAP GRC Process Control tool in those companies where such tool is implemented, and in adequately protected files in those companies where this implementation is still pending.

For the next fiscal year, the Company will work in the implementation of the Process Control tool in the rest of countries and companies. In those companies where the tool is not available the ICFR design, follow up and monitorization, is done using SAP GRC process control methodology in a more manual way.

d) Validates the ICFR design modifications proposals done by the process owners, Internal Control Coordinators, Corporate or Business Directors. It develops new processes or subprocesses.
e) Coordinates the evaluation of the financial information risks and the its periodical update, and updates the ICFR risk matrix.
f) Collaborates with the Internal Audit Corporate Direction, maintaining its independence, and provide support in the implementation of the ICFR recommendations arising out of the supervision tasks performed by such Direction.
g) Is in charge of the training of the ICFR users.

The Financial Corporate Directorate is responsible for the establishment and definition of the accounting policies and of rules and procedures related with the generation of such information, in order to ensure the quality and authenticity of the financial information. For this purposes, the Financial Corporate Directorate has financial structures adapted to local needs in each country where it operates, and has set a Financial Controller in each business that, among other, has the role to fulfil the ICFR procedures.

The Corporate Internal Audit Directorate has, among others established in the Internal Audit Rules, has the role of evaluating whether the procedures, activities and Internal Control objectives, which constitute the Group's Internal Control System and the ICFR system are adequate, effective and efficient, and whether they ensure to the Company, the Audit and Control Committee and the Board of Directors and if applicable the senior management an effective supervision of the financial and non-financial Risks Management and Control System, promoting, recommendations for their strengthening, if necessary.

F.1.2. Indicate whether the following exist, especially in relation to the drawing up of financial information:

• Departments and/or mechanisms in charge of: (i) the design and review of the organisational structure; (ii) clear definition of lines of responsibility and authority with an appropriate distribution of tasks and functions; and (iii) ensuring that adequate procedures exist for their proper dissemination throughout the entity.

The Board of Directors has the general mission to determine and supervise the financial and business objectives of the Company, taken decisions on strategic, plans and policies for theirs accomplishment. It promotes and supervises the management of the Company as well as the fulfilment of the previously set objectives, and ensures the existence of adequate management and organization structure under the effective supervision of the Board.

However the general policy of the Board of Directors is to delegate the ordinary management of the Group in the executive bodies and Management Committee of the Company, except in all those issues where according to the law, the Company by-laws or the Board of Directors Regulation such delegations is not possible.

Furthermore, the Appointment and Remuneration Committee has the role to give an opinion on the appointment and separation proposals on top managers that may be brought by the top executive to the Board.

The top management informs, designs, promotes and approves, if applicable, the modifications of the Group's, Corporate and Business Directorates organic structures. It identifies needs, inefficiencies and improvements in the design of such structures and defines responsibility lines and ensures the adequate tasks distribution.

The Human Resources Corporate Direction implements procedures for the update of the Corporates and subsidiaries organic structures that are documented through corresponding functional charts. Such charts indicate authority lines up to certain organizational level.

Logista has a set of internal rules and regulations that assign responsibilities and segregate roles of the different areas of the Group. Furthermore, it has job descriptions that show main responsibilities of each position.

In particular, the Financial Corporate Directorate has charts that set the composition of the financial departments, of each subsidiary and business unit; there are rules and procedures that compile information on the task performed by the different members of such departments, as well as the responsibilities of key personnel involve in the production of financial statements.

The communications of such charts is published in the intranet where much relevant changes in the organization structure are also published, and the intranet also includes the relevant data of Logista's employees and the reporting lines.

• Code of conduct, the body approving this, degree of dissemination and instruction, principles and values covered (stating whether there is specific mention of record keeping and preparation of financial information), body charged with analysing breaches and proposing corrective actions and sanctions.

Logista's Code of Conduct was approved by the Board of Directors on 22 July 2021, replacing the previous one, which had been issued by its controlling shareholder, Imperial Brands Plc.

The Code of Conduct contains the rules and ethical principles that govern the Group's activities, it sets the behaviour requisites that all members of the Group must comply with in their daily work and is the fundamental basis for all policies and procedures of the Group, that have to be interpreted and implemented within the Code framework. It also expressly recognizes a business culture and philosophy based on the principles of legal compliance, honestly, management integrity, and transparency in the relation with each shareholders, workers, suppliers, clients, communities and other stakeholders.

Logista Code of Conduct is available for any interested person in the corporate website (www.logista.com) and is also published in the intranet for all employees. Also available is a summary document that contains the main characteristics and ethical principles of the Code.

All Logista's employees are obliged to comply with the Code of Conduct as well as the internal policies and procedures. New employees must expressly commit themselves to comply with it by signing a document in which furthermore they are informed on how to easily access to it. Logista has English, Spanish, French, Italian, Portuguese and Polish versions of the Code to ensure its adequate dissemination and comprehension in all the countries where it operates. In order to improve knowledge and awareness of the Group's employees on compliance matters, a compulsory training programme for all employees and new joiners has been set.

In particular, the Code of Conduct contains the following obligations:

To maintain honest, precise and complete financial and non-financial commercial registries, so that they accurately reflect the transactions or events to which they are related.
To ensure that our financial and non-financial statements, regulatory reports and other publicly disclosed information comply with all applicable and accepted accounting principles, applicable laws and regulations and our internal Policies and Procedures.
Comply with all local and national laws relating to the accurate and complete maintenance of our financial and non-financial business records.
Be honest, objective and loyal in the performance of recordkeeping responsibilities.
Not to prepare or submit misleading information.
Not to make a dishonest or deceptive entry in any report or record.
Not to create an unrecorded or improperly described fund.

Furthermore, there is a specific Code of Conduct for the Italian subsidiaries (Codigo Ético) approved by the respective Board of Directors within the context of the Legislative Decree 232/01. They described in a detailed way all the process of the Italian subsidiaries including those related to the elaboration of financial information that are further analysed by the Management and Control bodies required by Italian legislation.

The Group's Compliance Committee is the collegiate body, with autonomous powers of initiative and control, organically dependent on the Audit and Control Committee, which is entrusted with the function of assisting the Audit and Control Committee in supervising the operation of the Compliance System, which is structured on three fundamentals: the Code of Conduct, the Manual for the Prevention of Criminal Risks and the Complaints Channel.

In the rest of the countries in which the Logista group operates, the Compliance Committee is responsible for supervising and monitoring the implementation of the Compliance System through the respective Local Compliance Units, having each of them full functions for the implementation of the compliance system, in their respective areas.

Regarding the analysis of possible misconducts, the Board has assigned such role to the Compliance Committee of the Group under the supervision of the Audit and Control Committee. The Compliance Officer personally attends the Audit and Control Committee to inform on the activities deployed by the Compliance Committee, the claims received under the whistleblowing channel, and on any other issues that the Audit Committee may consider relevant on the follow up and fulfilment of the internal regulations of the Group's Compliance System.

• Whistleblower channel allowing notifications to the audit committee of irregularities of a financial and accounting nature, in addition to potential breaches of the code of conduct and unlawful activities undertaken in the organisation, indicating whether this channel is confidential and whether anonymous notifications can be made, protecting the rights of the whistleblower and the person reported.

The Board of Directors Regulations assign to the Audit and Control Committee the responsibility of establishing and supervising a procedure that allow employees and any other person related to the Company, such as directors, shareholders, contractors or subcontractors and suppliers, to communicate the potential relevant irregularities, including financial and accounting irregularities they may find in the Company or within the group. Such mechanism guarantees confidentiality and establishes the cases in which communications may be done in an anonymous way, respecting the rights of the claimant and the affected party.

On the October 27 2020, the Board of Directors after the favourable opinion of the Audit and Control Committee approved an update of the Whistleblowing Policy of the Group, assigning to the Compliance Committee the management of the whistleblowing channel.

According to such Policy members of the Group and any legitimate party may communicate behaviours, facts or omissions that may amount to non-compliance with the ethical principles and values, laws and internal policies applicable to Logista's Group including any type of financial and accounting malpractices. Furthermore, such Policy includes the general principles and guarantees related to the communication and further procedure of the claim.

The Compliance Committee is in charge of receiving all claims under the whistleblowing channel, however when the claim involves facts, companies or Group members located outside Spain, investigation procedures including final resolution correspond to the local compliance unit that has to periodically report to the Compliance Committee of the investigated claim indicating, if applicable, the conclusion that have been reached.

Anyway, when a claim is admitted the Compliance Committee shall inform the Audit and Control Committee. If the claim involves a member of the Board of Directors, a Corporate Director, a General Manager or a Business Manager, the Chairman or the Secretary of the Compliance Committee must immediately inform the Audit and Control Committee.

At its meeting on May 5, 2022, the Board of Directors, following a favourable report from the Audit and Control Committee, approved a new update of the Group's Whistleblowing Policy, in order to align it with the best practices of the market and the international standard COSO III, establishing the obligation to carry out a categorization of the complaints processed, and formally defining the aspects that are considered in each of them.

The established categories are as follows:

Violation of Human Rights.
Corruption or bribery.
Money laundering and terrorist financing.
Discrimination, harassment or other labour issues, other than Human Resources matters.
Non-compliance with environmental regulations.
Irregularities of a financial and accounting nature.
Other.

With regards to the confidentiality of the claims, the Policy contains within its general principles a guarantee of confidentiality and, where the local legislation allows it, a guarantee of its anonymous character.

Confidentiality on the identity of the claimant is guaranteed vis a vis any other body of the Company in all stages of the procedures and such identity will not be disclosed to any third party or to the investigated persons. When a claim is received, it is codified so that there is not nominative relation between the claimant and the investigated person. Minutes of the Compliance Committee and any other documentation are made anonymous after the terms of Data Protection Regulation have been reached.

As an exception and in accordance with the applicable regulations the identity of the claimant may be disclosed to Administrative or Judicial Authorities in the context of an investigation arising out of the malpractice claim.

The Whistleblowing Channel Policy has been developed in all the countries where the Group is present through a local procedure that regulates all the aspects that may be required in such countries, adjusting the Policy to the particular requirements of each local legislation.

• Training and periodic refreshment programmes for personnel involved in the preparation and revision of financial information, as well as in the assessment of the ICFR system, covering at least accounting standards, auditing, internal control and risk management.

Within the annual performance evaluation, the Company encourages personal development and therefore, it detects training needs that are included in the annual training plan.

The Human Resource department in collaboration with business Units, is responsible for the definition of the Annual Training Plan of the Group in which training needs are summarized including the needs of those people that take part in the process of generating risk control and financial information.

Therefore, training courses are held annually and attended by the personnel involved in the preparation and review of Financial Information. In particular, external training courses have been received on: international financial reporting standards, COSO ERM and CIA certification, prevention, detection and investigation of fraud, Excel tools (formulation, macros, pivot tables) and others such as Power BI and SAP GRC, mainly.

To guarantee the understanding and application of the legislative modifications required to ensure the accuracy of the financial information, the departments engaged of the elaboration and supervision of such financial information are continually informed of any modification that may affect such tasks. This update is made through an external newsletter as well as through the attendance to the relevant seminaries, and technical updates such the national meeting for risk management.

F.2 Assessment of risks in financial reporting

Report on at least the following:

F.2.1. The main characteristics of the risk identification process, including risks of error and fraud, as regards:

Whether the process exists and is documented.
Whether the process covers all the objectives of financial reporting, (existence and occurrence; completeness; valuation; presentation; disclosure and comparability; and rights and obligations), whether it is updated and if so how often.
The existence of a process for identifying the scope of consolidation, taking into account, among other factors, the possible existence of complex corporate structures or special purpose vehicles.
Whether the process takes into account the effects of other types of risk (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financial statements.
The governing body within the company that supervises the process.

Logista has a specific selection of policies for the process of identifying Risks in the Group

• The General Policy on Internal Control has the purpose of establishing a model or general framework of action of the Logista Group for Control and Management of external or internal Risks of whatever kind, which could affect the Group. It contains the Risk and Control model and the principles in which it is based; clear definition of objectives and context evaluation, risk identification and analysis in all levels of the Group, risk exposure and evaluation with special attention to the financial information fraud risk, organization response against risks and supervision of the correctness and efficacy of the internal control system.

The Internal Control Procedure defines and regulates the Control activities that Logista must follow, to avoid or attenuate these internal and external risks; it also defines the responsible Units, involving as much as possible the whole organization, and established the applicable methodology, aimed at the definition of common objectives and the promotion of transparent communication.

• Also, the Risk Management Policy and the Risk Management Procedure describe Risks Management as an interactive and continuous process, incorporated into strategy and planning process. The Policy and the Procedure together define the basic principles and methods to be followed in Logista for the control and management of risks of any nature, which may affect Logista at any time to achieve its objectives.

In the methodology used for Risks Management implemented in the Group, during the phase of identification and prioritization of risks, those risks of a financial nature are considered; among these, the risks of fraud, of error in valuation, of manipulation of financial statements, of non-authorized operation, and errors in financial reporting are considered to be relevant when categorizing the financial risks.

The Risks Management process is reflected in a Risks Register, which is prepared from assessments of the impact, probability and speed of each Risk, made by those responsible for the processes in all the Logista Group companies, who take into consideration variables both quantitative and qualitative.

Its output is the Logista Group Risks Map: there is a consolidated Risks Map of the Logista Group and also there are maps of specific Risks for each Company and Business unit or Corporate Directorate, linked to key Business and Corporate Directorates' processes.

There is also, in the documentation of the Internal Control System associated with each of the relevant processes with an impact on financial information, an inventory of specific Risks of financial information, prioritized and classified, among others, by fraud, compliance, errors and valuation categories.

• Whether the process covers all the objectives of financial reporting, (existence and occurrence; completeness; valuation; presentation; disclosure and comparability; and rights and obligations), whether it is updated and if so how often.

Additionally, on an annual basis, Internal Control Department makes an assessment, by each Business and Company, of the significant accounts, both at quantitative and qualitative level, which are later on linked to the different processes, and which results are gathered in what is denominated as ICFR Scope Matrix, and that allow to identify material sections of the financial statements and to prioritize the relevant operational and supporting processes that have impact in financial information.

Taking the Scope Matrix as a reference, the Group develops the identification and description of each of the transactional Risks linked to the relevant processes resulting of such evaluation, as well as the impact on the financial information objectives (financial assertions); existence and occurrence, integrity, rights and obligations, valuation, presentation and breakdown. This analysis is documented at the ICFR Risks and control matrix.

The Corporate Financial Directorate developed in 2016 an instruction for "ICFR documentation", in which premises to be followed are exposed in order to guarantee an adequate documentation maintenance. More explicitly, it is reflected that the review of these documentation must be a continuous and constantly updated process. Nevertheless, at least annually, at the beginning of the fiscal year, Internal Control Coordinator will do a general review of the documentation in order to guarantee a proper maintenance and communication. In case no update needs to be done to the current documentation, this fact will be communicated both to Internal Control Department which evaluates the modifications requested and make the amendments.

• The existence of a process for identifying the scope of consolidation, taking into account, among other factors, the possible existence of complex corporate structures or special purpose vehicles.

The Logista Group consolidation perimeter is determined monthly by the Financial Corporate Directorate, based on the "Annex 23-Consolidation Procedure" of the "Finance Accounting Manual, Consolidation and Reporting of Logista Group and its Subsidiary Companies. This Procedure establishes the system to be followed to define the consolidation perimeter and to ensure that it is correctly updated, so that nothing is omitted from the consolidated financial information.

In the Group consolidated financial statements at the close of the financial year, in accordance with the methods of inclusion applicable in each case, all those companies belonging to the Logista Group, joint businesses and companies associated with it were included in accordance with the content of the IFRS. For that purpose, the Consolidation Department has a detailed checklist of all the companies belonging to the Logista Group, and carries out a specific, regular analysis of the consolidation criteria to be applied.

• Whether the process takes into account the effects of other types of risk (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financial statements.

Logista's Risk Management System, considers the following categories of risk, that allow to consider differences as per their nature or their consequences:

Environment Risks: including those events regarding economic, social and political matters. Also, due to the regulated nature of the tobacco market, main business of the Group, the risks regarding any modification to the tobacco regulations fall into this category.
Business Risks: enclosing in this category any risk regarding the behaviour of the different agents present in the businesses of the Group, such the relationship with the tobacco manufacturers, or the entrance of new competitors.
Operational and Technological Risks: those related to the regular Company´s operations, such as process inefficiency, technology problems, non-compliance with quality or environment standards, or those resulting from errors in the execution of the activities.
Regulatory Compliance Risks: resulting from non-compliance with existing regulations affecting the Company, including the internal policies and procedures, as well as those regarding the legal regulations that subject Logista, the penal Risks and the compliance with the both the legal regulations and the internal policies regarding the Internal Control of Financial Reporting.
Financial/Fiscal Risks: considering those risks regarding the Company´s exposure to price and other market variables fluctuations, such as the exchange rate, interest rate, oil

price, etc. Furthermore, credit risks resulting from contractual liabilities, as well as fiscal Risks from the Company´s activities lie into this category.

Reputational Risks: including those events that could negatively affect the Group or the Company image and, therefore, its value, resulting from a behaviour under the stakeholders expectative, including those related to corruption

Logista has also introduced, in different countries, as explained before, the Criminal Risks Prevention Model.

In the process of identifying risks, according to these categories, the possible effects derived from the materialization of said risks are taken into account.

• The governing body within the company that supervises the process.

Article 16.2 of the Board of Directors Regulations assigns to the Audit and Control Committee the role to supervise and evaluate the Risk Management and Control Systems. Within its context, Article 5 of the Audit and Control Committee Regulations sets the following roles for the Committee:

1. Supervision of the frequency of the risk management system of the Company, reviewing the appointment and substitution of the responsible persons and where applicable presenting recommendations or proposal to the Board of Directors and establishing the corresponding monitoring term.
1. Supervision of the Risk Control Management Unit that will have the role, among others to ensure the good functioning of the Risk Management and Control Systems. In particular, it will ensure that all important risk that affect the Company are identified and managed and adequately quantified. It will actively participate in the elaboration on the risk strategic and important decision of its managers and will procure that the Risk Control Management System mitigate risk adequately within the framework of the Policy established by the Board of Directors.

F.3 Control activities

Report on whether the company has at least the following, describing their main characteristics:

F.3.1 Review and authorisation procedures for financial information and a description of the ICFR, to be disclosed to the securities markets, indicating those responsible, as well as documentation describing the flow of activity and controls (including those relating to the risk of fraud) of the various types of transactions which may materially affect the financial statements, including accounting closing procedures and the specific review of significant judgements, estimates, valuations and projections.

Financial Information authorization and review procedures

The regulated financial information to be sent to the markets complies with the provisions of Royal Decree 1362/2007 of 19th October, and Circular 3/2018 of June 26th, of the CNMV.

Logista has an "Accounting Policy Manual", issued by the Corporate Finance Directorate, which defines a series of manual and automatic checks that are used to verify financial information, prevent fraud, the risk of error, and ensure compliance with current legislation and the generally accepted accounting principles. There is also a formal procedure for accounts closure in which the financial information is prepared by each economic/financial manager of each subsidiary company or business, which is verified by the Consolidation and Reporting Department, and approved, before publication, by the Logista Finance Corporate Directorate. It is also checked by the external auditors. Finally, it is analysed by the Audit and Control Committee, which reports to the Board of Directors, the latter being the body which finally approves it and agrees to its publication and dissemination to the markets, as explained in section F.1.1. Such Committee meets periodically in order to supervise, among others, financial information that must be released to the markets as well as any other issues that may be address to the Board of Directors.

In addition, every quarter, Financial Directors and Controllers of the Logista Group Businesses and/or Companies issue a certificate in which they declare that the Logista Group General Policy on Internal Control has been complied with as regards reconciliation of key accounts and controls. Every year, they also issue a representation letter in which they certify:

That they were themselves responsible for preparing the financial statements reported at the close of the financial year, and for any other breakdown produced.
That the financial statements were obtained from the Company's accounting records, which reflect all its transactions and its assets and liabilities.
That the Company's accounting records correspond to what was produced by the consolidation tool in accordance with the local accounting standards plus the adjustments necessary to align them with the IFRS.
That the concepts included in each account correspond to those in the Group's Accounting Plan and Manual.
That the estimates and important decisions were made on the basis of the latest information available in the business and are sufficiently well documented and justified.
That responsibility is accepted for the reliability of the information contained in the consolidated financial statements of the Company or subgroup (where applicable) at the close of the financial year.

Furthermore, the Internal Control Direction monitors the ICFR deployment, informing the Financial Corporate Directorate and Financial Controllers of the Business Units on the results. Internal Audit Corporate Director has accessed to the documents that evidence the monitorization of each process, business and company.

Descriptive documentation of activity flows and controls:

With regard to the documentation describing the control and activities flows, Logista Group has prepared for each business the main processes with ICFR impact, so that, ICFR documentation contains the particularities of the different business and activities carried out by the Group. For each of these processes, a narrative and a flow chart is prepared, describing the process and the main implementing activities. Control and risk matrix are also prepared, containing the controls that allow response to those risks associated with financial information, identifying key risk as well as their owners in each business or corporate area, their automatization, periodicity and the rest of information or characteristic of the control.

The IFCR Documentation has been developed both for the material corporate processes (General Accounting, Consolidation, Fiscal Management, Treasury, Human Resources and Purchases of Non-inventory assets, mainly), as well as for those relevant Business / Country operational processes for the IFCR, such as purchases, sales, stock and logistics services.

Specific review of relevant judgments, estimates, assessments and projections:

With regard to the specific review of the relevant opinions, estimates, valuations and projections, the Logista Group, as part of their Accounting Manual, has an specific annex about financial Provisions which describes the manner of dealing with each of the provisions which the companies in the Logista Group may make, and which is designed to reduce the risk of error in processes related to specific transactions.

Additionally, the Corporate Financial Director presents to the Audit and Control Committee, in order to facilitate said Body the review of regulated financial information, a detail with the main estimates and valuations made in the period under supervision, as well as the main ones hypothesis or methodology used for these estimates.

F.3.2 Internal IT control policies and procedures (access security, control of changes, system operation, operational continuity and segregation of duties, among others) which support significant processes within the company relating to the preparation and publication of financial information.

Logista uses information systems to keep an adequate record and control of its operations, so their correct functioning is crucial for the Logista Group.

The Information Systems Directorate within the Corporate Resources Directorate, is responsible for Logista's information and telecommunications systems. Among its functions is that of providing the Information Systems Department with a set of policies, procedures and technical and organizational means to ensure the completeness, availability, confidentiality and continuity of the corporate information, including the financial information.

The regulations, available to all the employees through Logista's intranet and relating to the internal control of the information systems, is mainly contained in the following internal rules:

The Internal Control General Policy
The strategic framework of the Information Systems
The Information Security Policy
The Information Security Procedure
The Technical Instruction for Roles Maintenance

The Internal Control General Policy establishes the guidelines and directives relating to the management of the risks associated with the management and use of information systems.

The Information Security Policy formulates a reference framework and a set of guidelines and general principles that must be followed by all the Organization, to guarantee the Security of the Group´s information and systems as well as the responsible units in relation with this issues.

Information Security Procedure, estates, among other, the following premises:

Management and control of access to the Logista's information systems, whose general aim is to prevent and as much as possible avoid non authorize access to the said systems and:
- i. Establishes a procedure for granting Users rights of logical access to the Logista Group Information Systems, and for modifying and revoking them.
- ii. Defines the identification requirements of an authorized User to access the Information Systems.
iii. Establishes specific control measures for access to Group Network Services and source codes.
iv. Establishes specific control measures for access to Information Process Equipment.
Acquisition, development and maintenance of information systems, which establishes a process to ensure that security is built into the lifecycle of Information Systems. It also describes the control procedure for changes to Business Applications within Logista, and the management on changes in standard market software packages.
Security in operations, in order to maintain and manage the processing of Information and Information Systems in Logista on a continuous and secure basis, and to guarantee that the technological services provided by the Corporate Directorate for Information Systems are being provided normally, the operational procedures necessary for this purpose (such as those relating to backups and recovery of Systems, monitoring, task planning, installation and configuration of Systems, etc.) are documented by this Department. Additionally, in this Procedure there is a specific section concerning Communications Security Management (Network Infrastructure Security Management, Network Device Security, Firewall Policy, and Wireless Networks).
Continuity and redundancy in information security, which describes the requirements to ensure the continuity of the Systems during any major event or disaster that may occur; the availability of the Technology Infrastructure in terms of redundancy, and the continuity of the functions of the different businesses.

Regarding segregation of duties, Logista has designed and implemented a matrix for the segregation of functions, which segments the privileges of the users according to the minimum resources and information that are indispensable for the correct performance of the tasks associated with the workstations in the users' areas. In addition, and to complement the matrix for the segregation of functions, a set of measures and/or activities complementary to the segmentation of privileges has been established, such as the inclusion in the model of a group of users with greater privileges, with the aim, after an express request and while keeping track of the operations carried out, of supporting the operations of the corresponding users' area.

Finally, the Technical Instruction for Roles Redesign defines the specific guidelines that should be taken into account when designing the roles, their classification, their nomenclature and the structure they should have, existing a classification and nomenclature specifically for those "SOD Roles", which are those containing critical transactions managed by the Segregation of Duties Model.

The ICFR Group's scheme identifies the general controls over applications and systems that take part in the preparation of financial information or that support key controls that included:

Security Information Policy
Existence of remedies planning
Segregation of Functions Policy
Logista Assets Policy
Group's commitments with the integrity of information
Business continuity plan procedure
Existence of a Security Committee

During 2022 at least quarterly meeting of the Security Committee have been held to follow up the recommendations and actions plans implemented by the Group regarding information security.

F.3.3 Internal control policies and procedures for overseeing the management of activities subcontracted to third parties, as well as of those aspects of assessment, calculation or valuation entrusted to independent experts, which may materially affect financial statements.

For the current financial year, none of the processes resulting in the collection of financial information with a material impact on the individual or consolidated financial statements of the Logista Group have been externalised, so the Logista has not required reports about the effectiveness of the controls established by entities outside the Group, other than the requirements of the policies for contracting third parties which the Logista Group uses in its Purchasing Policy.

However, as the result of the valuations is not significant, the Logista Group does repeatedly use reports of independent experts for the valuation of certain commitments to employees' benefits, and for the valuations of certain properties.

The Financial Corporate Directorate monitors the work of those experts in order to check: competence, training, accreditation and independence, the validity of the data and methods used, and the reasonableness of the hypotheses used, if applicable.

F.4 Information and communication

Report on whether the company has at least the following, describing their main characteristics:

F.4.1. A specifically assigned function for defining and updating accounting policies (accounting policy area or department) and resolving doubts or conflicts arising from their interpretation, maintaining a free flow of information to those responsible for operations in the organisation, as well as an up-todate accounting policy manual distributed to the business units through which the company operates.

The functions of the Consolidation and Reporting Directorate, under the Financial Corporate Directorate, are to define and communicate the accounting policies and keep them up-todate, and it also has to answer enquiries about the accounting standards and their interpretation.

The Consolidation and Reporting Directorate is kept informed of changes in the accounting standards by means of communications with the external advisors and through the training which they themselves receive. These changes have to be analysed, and when they are applicable, the Accounting Policies defined in the accounting manual have to be updated. The issue of all types of accounting standards is centralised in the Finance Corporate Directorate through their Management of Consolidation and Reporting department, which will be responsible for following and, if appropriate, applying, the modifications published in the regulations.

Logista has a Manual of Accounting Policies, update on 2017, aimed at establishing and describing the accounting policies and the Accounts Plan to which the financial information of all the Logista Group companies, the management information and the formation and formulation of the Logista Group Individual and Consolidated Annual Accounts must mandatorily be submitted.

In this way, it is intended to ensure that the content of the financial information and of the Individual and Consolidated Annual Accounts of the Logista Group are homogenous, consistent, accurate and harmonised, and that they are prepared on time.

The Manual contains and explains the key Good practices of Internal Financial Control of the Group; the rules of registration and valuation and accounting of the most significant elements of the assets and liabilities of the Group's Accounting; the rules for preparation the Financial information, and how they should be applied to the operations carried out by the Group; the consolidation and reporting rules, and in particular, contain different annexes for each of the headings of the financial statements and other areas of special relevance, such as the treatment of long-term incentive plans and recording of provisions, for example.

F.4.2. Mechanisms for capturing and preparing financial information in standardised formats for application and use by all units of the entity or group, and support its main financial statements and notes, as well as disclosures concerning ICFR.

Logista's main ERP tool is the 'SAP', which is used to record, at individual level, the accounting transactions from which financial Information is obtained for the subsidiaries of the Logista Group. All the companies which constitute the Logista Group work in accordance with the same plan of accounts, which is homogenous and common to the whole Logista Group, contained in the Accounting Manual.

The consolidated financial statements are prepared centrally from the financial statements which are reported in the established format by each of the Logista Group subsidiaries. To do that, the Logista Group has HFM consolidation software, which the Logista Group subsidiaries and companies use for reporting, and which enables the data to be aggregated, homogenised and analysed at individual and consolidated levels. In the consolidation process, there are checks to ensure the correctness of the consolidated financial statements.

In addition, the Consolidation and Reporting Department, as part of the Accounting Manual, has developed a series annexes‒ such as the procedures for consolidation, for inter-company transactions and for reporting, which are applicable to all the companies which constitute the Logista Group ‒ which establish the mechanisms for collecting and preparing financial information in homogenous formats, the general rules, rules for the insertion of entries, for the approval of manual entries, opinions and estimates (including valuations and relevant projections) and a system for communicating financial information to the senior management and ensuring the homogeneity of the process of drawing up financial information.

Logista's Board of Directors on its May 5 2021 meeting approved the Policy on Information and Contact with Shareholders Institutional Investors, Proxy Advisor and on Dissemination of Financial, Non-Financial and Corporate Information of Logista. It establishes the principles and general behaviour criteria in relation the dissemination of financial, non-financial and corporate information; available information communication and contact instruments as well as the internal contacts and channels designated to deploy it.

The said Policy established that the Board of Directors as the highest supervision body of financial, non-financial and corporate information must ensure the widest dissemination and quality of the information given to stakeholders and the market in general.

F.5 Supervision of the functioning of the system

Report on at least the following, describing their principal features:

F.5.1.The activities of the audit committee in overseeing ICFR as well as whether there is an internal audit function one of the responsibilities of which is to provide support to the committee in its task of supervising the internal control system, including ICFR. Additionally, describe the scope of ICFR assessment made during the year and the procedure through which the person responsible for performing the assessment communicates its results, whether the company has an action plan detailing possible corrective measures, and whether their impact on financial reporting has been considered.

Through the Corporate Internal Audit Directorate, entrusted with the Supervision of the Internal Control System of Financial Reporting, the Audit and Control Committee has carried out the following supervision activities during the fiscal year:

Approval of the audit activities related to ICFR to be executed according to Annual Internal Audit Plan for 2021-2022, which includes the review of tobacco stocks management in France, key controls in purchases, sales and stocks of Italy Retail business, the tobacco orders to cash process in Spain, France and Italy, Logista Parcel transport sales and sales of convenience business in France (SAF).
Quarterly monitoring of the results of the ICFR reviews performed by the Internal Audit Corporate Directorate, including the evaluation of the impact of the weaknesses detected in the financial information, as well as the progress on the action plan implementation resulted during the audit reports.

The Committee has also carried out the following activities:

Review of the information about the ICFR which is included in the Annual Report on Corporate Governance.
Review of the report of the External Auditor's opinion on this subject.

Logista has an Corporate Internal Audit Directorate with functional dependence on the Chairman of the Audit and Control Committee, composed by 8 employees, and a budget item for outsourcing Audit services in France.

Its Internal Audit Policy, approved by the Board in 2015, and updated in 2021, after the proposal of the Audit and Control Committee, defines the purpose, authority and responsibility of the activity of Internal Auditing, and its position within the organisation. Within the responsibilities of the said function, the following competencies (among others), are established:

To evaluate whether the processes, activities and objectives of Internal Control which constitute the Logista Group System of Internal Control are adequate, effective and efficient, and guarantee the Group, the Audit and Control Committee, and the Board of Directors of the Logista Group the effective supervision of the system of management and control of risks, of financial and non-financial nature, making recommendations for its strengthening, if applicable.

With regard to planning, communication with the Audit and Control Committee, and implementation of corrective measures, the following responsibilities are defined in the Internal Audit Policy:

In an open dialogue with Top Management and the Audit and Control Committee, the drawing-up of an Annual Internal Audit Plan based on an appropriate methodology of risk, and, if appropriate, on the needs expressed by the Businesses or Corporate Directorates or the Compliance Committee. The work involved in the Annual Plan must be mainly orientated towards the Group's important Risks as well as to the main compliance risk and, in particular, to those defined under the Criminal Risk Prevention Model. The Plan must envisage work for special, ad hoc requirements during the year. The Annual Plan, and any updating of the Plan, will be sent to the Audit and Control Committee for its approval;

The performance of the work described in the approved Auditing Plan, as well as any special work or project, requested by the Management, the Audit and Control Committee, the Board of Directors, by the Chief Executive Director or by the senior Management that, attending its own nature and characteristics, it considers relevant its performance, adopting all the necessary safeguards necessaries for the Audit Internal function.
The preparation and despatch of regular (at least quarterly) summary reports to the Audit and Control Committee, on the results of the activity of Internal Audit, the deployment of the Internal Audit Annual Plan, or of other actions not included in the Plan, as well as on the monitoring of the recommendations it may have made and, where applicable, on the need of human and economic resources within the Internal Audit Professional Practices International Framework, the results of the Quality and Improvement Assurance Programme, as well as any other non-fulfilment. Furthermore the Audit Internal Corporate Directorate will elaborate for its submission to the Audit and Control Committee, a list with the key indicators, objectives and results, budget, to value the Internal Audit performance.
The information to the Senior Management, and if applicable, to the Compliance Committee, in relation with the review activities performed and to collaborate with the business and/or Corporate Directorate, as well as the Compliance Committee, in in the definition of the action plans to comply with their recommendations, and supervision of their starting-up and implementation.

The Internal Audit Plan for 2021-2022, approved by the Audit and Control Committee, was prepared based on the Internal Audit Strategic Plan 2021-2023, also approved by the Audit and Control Committee, in which the rotation criteria of the CNMV Guide of June 2010 are adopted, which allows defining the scope of the ICFR evaluation by carrying out an evaluation that covers the entire of the ICFR in each fiscal year or throughout several fiscal years, in which case for each of them, rotation policies of areas of the financial statements or locations may be established for periods not exceeding two or three years, depending on various factors such as whether it has already been reviewed or process changes, among others.

In line with the approved Audit Plan, during this year the following areas have been reviewed: tobacco stocks management in France, key controls in purchases, sales and stocks of Italy Retail business, the tobacco order to cash process in Spain, France and Italy, Logista Parcel transport sales and sales of convenience business in France.

Furthermore, the potential financial impacts of any control weakness or relevant aspect identified in any other audit review that does not have the ICFR review as its scope are quantified. In this sense, the following reviews not related with the ICFR but that included in their scope the review of some ICFR controls have been carried out: stock management in Lognes and Le Mans warehouses, key controls of Logista Retail purchases, stocks and sales processes.

As part of ICFR evaluation process, which conclusions are included in audit reports for each audited business and process, the operative efficiency of the critical controls described at the existing ICFR documentation is verified, this means: it is evaluated if there are significant internal control deficiencies related to financial information; if so, the financial impact is measured, and corrective measures are set up in order to solve them resulting in action plans. Deficiencies are classified in the audit reports according to criticality, a responsible is appointed and they are monitored until its final solution.

During the current fiscal year, no internal control deficiencies have been detected which may have modified, financial statements, with significant impact, although adjustments or reclassifications not significant are reported to the Audit and Control Committee, if any.

F.5.2. Whether there is a discussion procedure whereby the auditor (as defined in the Spanish Technical Audit Standards), the internal auditor and other experts can report to senior management and the audit committee or directors of the company any significant weaknesses in internal control identified during the review of the annual financial statements or any others they have been assigned. Additionally, state whether an action plan is available for correcting or mitigating any weaknesses detected.

The Audit and Control Committee meets at least quarterly with the aim of obtaining and analysing the necessary information in order to fulfil the responsibilities entrusted to it by the Board of Directors. There is an annual activities calendar in order to facilitate the proper planning of functions that the Audit and Control Committee is assigned, and execute the periodical activities, without prejudice that during the year extraordinary subjects could come to light or the planned ones could be subject to changes. This calendar has been prepared on the basis of the provisions of the Capital Companies Law, the Recommendations of the good governance of the CNMV and the Technical Guide on Audit Commissions of public interest entities and the Regulations of the Board of Directors. In this document, it is determined those sessions attended by the Corporate Internal Audit Director, the External Auditors, and fiscal experts or other experts when this is considered necessary.

In this regard:

The external auditors are present at, and report on, all the sessions of the Committee in which regulated financial information and accounts formulations are analysed. In those sessions, the external auditors report to the Committee on important Auditing and Accounting matters, and on the recommendations identified as those which would enable the Internal Control System to improve. They also present the planning of the Accounts Auditing, their methodology, legislative innovations, and any other information considered to be useful.
Corporate Internal Audit Director has full access to the Audit Committee, attending its sessions as a guest. Issues, among others, quarterly information, both about detected significant Internal Control weaknesses, including agreed actions plans arising out of the audits with a view to correcting the detected weaknesses in Internal Control, and also, about the state and evolution of these action plans until their proper implementation.

Additionally, the Chairman of the Audit and Control Committee issues to the Board of Directors a summary report of the matters dealt with in these committees, which summarize the significant weaknesses in Internal Control identified during the review processes, the analysis of the annual accounts, as well as any other financial information to be disclosed, the status of action plans, or any other subjects that have been entrusted to the Audit and Control Committee.

Finally, both the Financial Corporate Directorate and the Internal Audit Corporate Directorate, hold private meetings with the Chairman of the Audit and Control Committee, to discuss the scope of the sessions, the work, its conclusions, the information to present in the Audit and Control Committee, as well as any other information deemed appropriate.

F.6 Other relevant information

No other relevant information regarding the ICFR implemented in the Group has been revealed, which has not been broken down into the sections corresponding to this section F.

F.7 External auditor's report

Report:

F.7.1. Whether the ICFR information sent to the markets has been subjected to review by the external auditor, in which case the entity should include the corresponding report as an attachment. If not, reasons why should be given.

Logista has submitted for review by the external auditors the information about the ICFR that was sent to the markets for this fiscal year.

The scope of the auditors' review procedures was in accordance with Circular E14/2013 of 19th July, 2013, of the Instituto de Censores Jurados de Cuentas de España, in which the 'Guide to Action and Model Auditor's Report relating to the System of Internal Control of Financial Reporting (ICFR) in quoted entities'.

G DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS

Specify the company's degree of compliance with recommendations of the Good Governance Code for listed companies.

In the event that a recommendation is not followed or only partially followed, a detailed explanation of the reasons must be included so that shareholders, investors and the market in general have enough information to assess the company´s conduct. General explanations are not acceptable.

1. That the articles of incorporation of listed companies should not limit the maximum number of votes that may be cast by one shareholder or contain other restrictions that hinder the takeover of control of the company through the acquisition of its shares on the market.

Complies Explain �

2. That when the listed company is controlled by another entity in the meaning of Article 42 of the Commercial Code, whether listed or not, and has, directly or through its subsidiaries, business relations with said entity or any of its subsidiaries (other than the listed company) or carries out activities related to those of any of them it should make accurate public disclosures on:
- a) The respective areas of activity and possible business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries.
- b) The mechanisms in place to resolve any conflicts of interest that may arise.

Complies Complies partially � Explain � Not applicable �

3. That, during the ordinary General Shareholders' Meeting, as a complement to the distribution of the written annual corporate governance report, the chairman of the Board of Directors should inform shareholders orally, in sufficient detail, of the most significant aspects of the company's corporate governance, and in particular:
- a) Changes that have occurred since the last General Shareholders' Meeting.
- b) Specific reasons why the company has not followed one or more of the recommendations of the Code of Corporate Governance and the alternative rules applied, if any.

Complies Complies partially � Explain �

4. That the company should define and promote a policy on communication and contact with shareholders and institutional investors, within the framework of their involvement in the company, and with proxy advisors that complies in all aspects with rules against market abuse and gives equal treatment to similarly situated shareholders. And that the company should publish this policy on its website, including information on how it has been put into practice and identifying the contact persons or those responsible for implementing it.

And that, without prejudice to the legal obligations regarding dissemination of inside information and other types of regulated information, the company should also have a general policy regarding the communication of economicfinancial, non-financial and corporate information through such channels as it may consider appropriate (communication media, social networks or other channels) that helps to maximise the dissemination and quality of information available to the market, investors and other stakeholders.

Complies Complies partially� Explain �

5. That the Board of Directors should not submit to the General Shareholders' Meeting any proposal for delegation of powers allowing the issue of shares or convertible securities with the exclusion of pre-emptive rights in an amount exceeding 20% of the capital at the time of delegation.

And that whenever the Board of Directors approves any issue of shares or convertible securities with the exclusion of pre-emptive rights, the company should immediately publish the reports referred to by company law on its website.

Complies Complies partially � Explain �

6. That listed companies that prepare the reports listed below, whether under a legal obligation or voluntarily, should publish them on their website with sufficient time before the General Shareholders' Meeting, even if their publication is not mandatory:
- a) Report on the auditor's independence.
- b) Reports on the workings of the audit and nomination and remuneration committees.
- c) Report by the audit committee on related party transactions.

Complies Complies partially � Explain �

7. That the company should transmit in real time, through its website, the proceedings of the General Shareholders' Meetings.

And that the company should have mechanisms in place allowing the delegation and casting of votes by means of data transmission and even, in the case of large-caps and to the extent that it is proportionate, attendance and active participation in the General Meeting to be conducted by such remote means.

Complies Complies partially � Explain �

8. That the audit committee should ensure that the financial statements submitted to the General Shareholders' Meeting are prepared in accordance with accounting regulations. And that in cases in which the auditor has included a qualification or reservation in its audit report, the chairman of the audit committee should clearly explain to the general meeting the opinion of the audit committee on its content and scope, making a summary of this opinion available to shareholders at the time when the meeting is called, alongside the other Board proposals and reports.

Complies Complies partially � Explain �

Up-to-date, auditors have never included qualification or reservation in relation to the annual accounts, so it has not been necessary to inform the general meeting.

9. That the company should permanently publish on its website the requirements and procedures for certification of share ownership, the right of attendance at the General Shareholders' Meetings, and the exercise of the right to vote or to issue a proxy.

And that such requirements and procedures promote attendance and the exercise of shareholder rights in a non-discriminatory fashion.

Complies Complies partially � Explain �

10. That when a duly authenticated shareholder has exercised his or her right to complete the agenda or to make new proposals for resolutions in advance of the General Shareholders' Meeting, the company:

a) Should immediately distribute such complementary points and new proposals for resolutions.
b) Should publish the attendance, proxy and remote voting card specimen with the necessary changes such that the new agenda items and alternative proposals can be voted on in the same terms as those proposed by the Board of Directors.
c) Should submits all these points or alternative proposals to a vote and apply the same voting rules to them as to those formulated by the Board of Directors including, in particular, assumptions or default positions regarding votes for or against.
d) That after the General Shareholders' Meeting, a breakdown of the voting on said additions or alternative proposals be communicated.

Complies � Complies partially � Explain � Not applicable

11. That if the company intends to pay premiums for attending the General Shareholders' Meeting, it should establish in advance a general policy on such premiums and this policy should be stable.

Complies � Complies partially � Explain � Not applicable

12. That the Board of Directors should perform its functions with a unity of purpose and independence of criterion, treating all similarly situated shareholders equally and being guided by the best interests of the company, which is understood to mean the pursuit of a profitable and sustainable business in the long term, promoting its continuity and maximising the economic value of the business.

And that in pursuit of the company's interest, in addition to complying with applicable law and rules and conducting itself on the basis of good faith, ethics and a respect for commonly accepted best practices, it should seek to reconcile its own company interests, when appropriate, with the interests of its employees, suppliers, clients and other stakeholders that may be affected, as well as the impact of its corporate activities on the communities in which it operates and on the environment.

Complies Complies partially � Explain �

13. That the Board of Directors should be of an appropriate size to perform its duties effectively and in a collegial manner, which makes it advisable for it to have between five and fifteen members.

Complies Explain �

14. That the Board of Directors should approve a policy aimed at favouring an appropriate composition of the Board and that:
- a) Is concrete and verifiable;
- b) Ensures that proposals for appointment or re-election are based upon a prior analysis of the skills required by the Board of Directors; and
- c) Favours diversity of knowledge, experience, age and gender. For these purposes, it is considered that the measures that encourage the company to have a significant number of female senior executives favour gender diversity.

That the result of the prior analysis of the skills required by the Board of Directors be contained in the supporting report from the nomination committee published upon calling the General Shareholders' Meeting to which the ratification, appointment or re-election of each director is submitted.

The nomination committee will annually verify compliance with this policy and explain its findings in the annual corporate governance report.

Complies Complies partially � Explain �

15. That proprietary and independent directors should constitute a substantial majority of the Board of Directors and that the number of executive directors be kept to a minimum, taking into account the complexity of the corporate group and the percentage of equity participation of executive directors.

And that the number of female directors should represent at least 40% of the members of the Board of Directors before the end of 2022 and thereafter, and no less 30% prior to that date.

Complies Complies partially � Explain �

16. That the number of proprietary directors as a percentage of the total number of non-executive directors not be greater than the proportion of the company's share capital represented by those directors and the rest of the capital.

This criterion may be relaxed:

a) In large-cap companies where very few shareholdings are legally considered significant.
b) In the case of companies where a plurality of shareholders is represented on the Board of Directors without ties among them.

Complies Explain �

17. That the number of independent directors should represent at least half of the total number of directors.

That, however, when the company does not have a high level of market capitalisation or in the event that it is a large-cap company with one shareholder or a group of shareholders acting in concert who together control more than 30% of the company's share capital, the number of independent directors should represent at least one third of the total number of directors.

Complies Explain �

18. That companies should publish the following information on its directors on their website, and keep it up to date:
- a) Professional profile and biography.
- b) Any other Boards to which the directors belong, regardless of whether or not the companies are listed, as well as any other remunerated activities engaged in, regardless of type.
- c) Category of directorship, indicating, in the case of individuals who represent significant shareholders, the shareholder that they represent or to which they are connected.
- d) Date of their first appointment as a director of the company's Board of Directors, and any subsequent re-elections.
- e) Company shares and share options that they own.

Complies Complies partially � Explain �

19. That the annual corporate governance report, after verification by the nomination committee, should explain the reasons for the appointment of any proprietary directors at the proposal of shareholders whose holding is less than 3%. It should also explain, if applicable, why formal requests from shareholders for presence on the Board were not honoured, when their shareholding was equal to or exceeded that of other shareholders whose proposal for proprietary directors was honoured.

Complies � Complies partially � Explain � Not applicable

20. That proprietary directors representing significant shareholders should resign from the Board when the shareholder they represent disposes of its entire shareholding. They should also resign, in a proportional fashion, in the event that said shareholder reduces its percentage interest to a level that requires a decrease in the number of proprietary directors.

Complies � Complies partially � Explain � Not applicable

21. That the Board of Directors should not propose the dismissal of any independent director before the completion of the director's term provided for in the articles of incorporation unless the Board of Directors finds just cause and a prior report has been prepared by the nomination committee. Specifically, just cause is considered to exist if the director takes on new duties or commits to new obligations that would interfere with his or her ability to dedicate the time necessary for attention to the duties inherent to his or her post as a director, fails to complete the tasks inherent to his or her post, or is affected by any of the circumstances which would cause the loss of independent status in accordance with applicable law.

The dismissal of independent directors may also be proposed as a result of a public takeover bid, merger or other similar corporate transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board are the result of application of the proportionate representation criterion provided in Recommendation 16.

Complies Explain �

22. That companies should establish rules requiring that directors inform the Board of Directors and, where appropriate, resign from their posts, when circumstances arise which affect them, whether or not related to their actions in the company itself, and which may harm the company's standing and reputation, and in particular requiring them to inform the Board of any criminal proceedings in which they appear as suspects or defendants, as well as of how the legal proceedings subsequently unfold.

And that, if the Board is informed or becomes aware in any other manner of any of the circumstances mentioned above, it must investigate the case as quickly as possible and, depending on the specific circumstances, decide, based on a report from the nomination and remuneration committee, whether or not any measure must be adopted, such as the opening of an internal investigation, asking the director to resign or proposing that he or she be dismissed. And that these events must be reported in the annual corporate governance report, unless there are any special reasons not to do so, which must also be noted in the minutes. This without prejudice to the information that the company must disseminate, if appropriate, at the time when the corresponding measures are implemented.

Complies Complies partially � Explain �

23. That all directors clearly express their opposition when they consider any proposal submitted to the Board of Directors to be against the company's interests. This particularly applies to independent directors and directors who are unaffected by a potential conflict of interest if the decision could be detrimental to any shareholders not represented on the Board of Directors.

Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation.

This recommendation also applies to the secretary of the Board of Directors, even if he or she is not a director.

Complies Complies partially � Explain � Not applicable �

24. That whenever, due to resignation or resolution of the General Shareholders' Meeting, a director leaves before the completion of his or her term of office, the director should explain the reasons for this decision, or in the case of nonexecutive directors, their opinion of the reasons for cessation, in a letter addressed to all members of the Board of Directors.

And that, without prejudice to all this being reported in the annual corporate governance report, insofar as it is relevant to investors, the company must publish the cessation as quickly as possible, adequately referring to the reasons or circumstances adduced by the director.

Complies Complies partially � Explain � Not applicable �

25. That the nomination committee should make sure that non-executive directors have sufficient time available in order to properly perform their duties.

And that the Board regulations establish the maximum number of company Boards on which directors may sit.

Complies Complies partially � Explain �

26. That the Board of Directors meet frequently enough to be able to effectively perform its duties, and at least eight times per year, following a schedule of dates and agendas established at the beginning of the year and allowing each director individually to propose other items that do not originally appear on the agenda.

Complies Complies partially � Explain �

27. That director absences occur only when absolutely necessary and be quantified in the annual corporate governance report. And when absences do occur, that the director appoint a proxy with instructions.

Complies Complies partially � Explain �

28. That when directors or the secretary express concern regarding a proposal or, in the case of directors, regarding the direction in which the company is headed and said concerns are not resolved by the Board of Directors, such concerns should be included in the minutes at the request of the director expressing them.

Complies Complies partially � Explain � Not applicable �

29. That the company should establishes adequate means for directors to obtain appropriate advice in order to properly fulfil their duties including, should circumstances warrant, external advice at the company's expense.

Complies Complies partially � Explain �

30. That, without regard to the knowledge necessary for directors to complete their duties, companies make refresher courses available to them when circumstances make this advisable.

Complies Explain� Not applicable �

31. That the agenda for meetings should clearly indicate those matters on which the Board of Directors is to make a decision or adopt a resolution so that the directors may study or gather all relevant information ahead of time.

When, in exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said consent shall be duly recorded in the minutes.

Complies Complies partially � Explain �

32. That directors be periodically informed of changes in shareholding and of the opinions of significant shareholders, investors and rating agencies of the company and its group.

Complies Complies partially � Explain �

33. That the chairman, as the person responsible for the efficient workings of the Board of Directors, in addition to carrying out the duties assigned by law and the articles of incorporation, should prepare and submit to the Board of Directors a schedule of dates and matters to be considered; organise and coordinate the periodic evaluation of the Board as well as, if applicable, the chief executive of the company, should be responsible for leading the Board and the effectiveness of its work; ensuring that sufficient time is devoted to considering strategic issues, and approve and supervise refresher courses for each director when circumstances make this advisable.

Complies Complies partially � Explain �

34. That when there is a coordinating director, the articles of incorporation or Board regulations should confer upon him or her the following powers in addition to those conferred by law: to chair the Board of Directors in the absence of the chairman and deputy chairmen, should there be any; to reflect the concerns of non-executive directors; to liaise with investors and shareholders in order to understand their points of view and respond to their concerns, in particular as those concerns relate to corporate governance of the company; and to coordinate a succession plan for the chairman.

Complies � Complies partially � Explain � Not applicable

35. That the secretary of the Board of Directors should pay special attention to ensure that the activities and decisions of the Board of Directors take into account such recommendations regarding good governance contained in this Good Governance Code as may be applicable to the company.

Complies Explain �

36. That the Board of Directors meet in plenary session once a year and adopt, where appropriate, an action plan to correct any deficiencies detected in the following:
- a) The quality and efficiency of the Board of Directors' work.
- b) The workings and composition of its committees.
- c) Diversity in the composition and skills of the Board of Directors.
d) Performance of the chairman of the Board of Directors and of the chief executive officer of the company.
e) Performance and input of each director, paying special attention to those in charge of the various Board committees.

In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees themselves as a starting point and for the evaluation of the Board, a report from the nomination committee.

Every three years, the Board of Directors will rely for its evaluation upon the assistance of an external advisor, whose independence shall be verified by the nomination committee.

Business relationships between the external adviser or any member of the adviser's group and the company or any company within its group must be specified in the annual corporate governance report.

The process and the areas evaluated must be described in the annual corporate governance report.

Complies Complies partially � Explain �

37. That if there is an executive committee, it must contain at least two nonexecutive directors, at least one of whom must be independent, and its secretary must be the secretary of the Board.

Complies � Complies partially � Explain � Not applicable

38. That the Board of Directors must always be aware of the matters discussed and decisions taken by the executive committee and that all members of the Board of Directors receive a copy of the minutes of meetings of the executive committee.

Complies � Complies partially � Explain � Not applicable

39. That the members of the audit committee, in particular its chairman, be appointed in consideration of their knowledge and experience in accountancy, audit and risk management issues, both financial and non-financial.

Complies Complies partially � Explain �

40. That under the supervision of the audit committee, there should be a unit in charge of the internal audit function, which ensures that information and internal control systems operate correctly, and which reports to the nonexecutive chairman of the Board or of the audit committee.

Complies Complies partially � Explain �

41. That the person in charge of the unit performing the internal audit function should present an annual work plan to the audit committee, for approval by that committee or by the Board, reporting directly on its execution, including any incidents or limitations of scope, the results and monitoring of its recommendations, and present an activity report at the end of each year.

Complies Complies partially � Explain � Not applicable �

42. That in addition to the provisions of applicable law, the audit committee should be responsible for the following:
- 1. With regard to information systems and internal control:
- a) Supervising and evaluating the process of preparation and the completeness of the financial and non-financial information, as well as the

control and management systems for financial and non-financial risk relating to the company and, if applicable, the group - including operational , technological, legal, social, environmental, political and reputational risk, or risk related to corruption - reviewing compliance with regulatory requirements, the appropriate delimitation of the scope of consolidation and the correct application of accounting criteria.

b) Ensuring the independence of the unit charged with the internal audit function; proposing the selection, appointment and dismissal of the head of internal audit; proposing the budget for this service; approving or proposing its orientation and annual work plans for approval by the Board, making sure that its activity is focused primarily on material risks (including reputational risk); receiving periodic information on its activities; and verifying that senior management takes into account the conclusions and recommendations of its reports.
c) Establishing and supervising a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, contractors or subcontractors, to report any potentially serious irregularities, especially those of a financial or accounting nature, that they observe in the company or its group. This mechanism must guarantee confidentiality and in any case provide for cases in which the communications can be made anonymously, respecting the rights of the whistleblower and the person reported.
d) Generally ensuring that internal control policies and systems are effectively applied in practice.
2. With regard to the external auditor:
a) In the event that the external auditor resigns, examining the circumstances leading to such resignation.
b) Ensuring that the remuneration paid to the external auditor for its work does not compromise the quality of the work or the auditor's independence.
c) Making sure that the company informs the CNMV of the change of auditor, along with a statement on any differences that arose with the outgoing auditor and, if applicable, the contents thereof.
d) Ensuring that the external auditor holds an annual meeting with the Board of Directors in plenary session in order to make a report regarding the tasks performed and the development of the company's accounting situation and risks.
e) Ensuring that the company and the external auditor comply with applicable rules regarding the provision of services other than auditing, limits on the concentration of the auditor's business, and, in general, all other rules regarding auditors' independence.

Complies Complies partially � Explain �

43. That the audit committee be able to require the presence of any employee or manager of the company, even stipulating that he or she appear without the presence of any other member of management.

Complies Complies partially � Explain �

44. That the audit committee be kept abreast of any corporate and structural changes planned by the company in order to perform an analysis and draw up a prior report to the Board of Directors on the economic conditions and accounting implications and, in particular, any exchange ratio involved.

Complies Complies partially � Explain � Not applicable �

45. That the risk management and control policy identify or determine, as a minimum:
- a) The various types of financial and non-financial risks (including operational, technological, legal, social, environmental, political and reputational risks and risks relating to corruption) which the company faces, including among the financial or economic risks contingent liabilities and other off-balance sheet risks.
- b) A risk control and management model based on different levels, which will include a specialised risk committee when sector regulations so require or the company considers it to be appropriate.
- c) The level of risk that the company considers to be acceptable.
- d) Measures in place to mitigate the impact of the risks identified in the event that they should materialised.
- e) Internal control and information systems to be used in order to control and manage the aforementioned risks, including contingent liabilities or offbalance sheet risks.

Complies Complies partially � Explain �

46. That under the direct supervision of the audit committee or, if applicable, of a specialised committee of the Board of Directors, an internal risk control and management function should exist, performed by an internal unit or department of the company which is expressly charged with the following responsibilities:
- a) Ensuring the proper functioning of the risk management and control systems and, in particular, that they adequately identify, manage and quantify all material risks affecting the company.
- b) Actively participating in drawing up the risk strategy and in important decisions regarding risk management.
- c) Ensuring that the risk management and control systems adequately mitigate risks as defined by the policy laid down by the Board of Directors.

Complies Complies partially � Explain �

47. That in designating the members of the nomination and remuneration committee – or of the nomination committee and the remuneration committee if they are separate – care be taken to ensure that they have the knowledge, aptitudes and experience appropriate to the functions that they are called upon to perform and that the majority of said members are independent directors.

Complies Complies partially � Explain �

48. That large-cap companies have separate nomination and remuneration committees.

Complies � Explain � Not applicable

49. That the nomination committee consult with the chairman of the Board of Directors and the chief executive of the company, especially in relation to matters concerning executive directors.

And that any director be able to ask the nomination committee to consider potential candidates that he or she considers suitable to fill a vacancy on the Board of Directors.

Complies Complies partially � Explain �

50. That the remuneration committee exercise its functions independently and that, in addition to the functions assigned to it by law, it should be responsible for the following:
- a) Proposing the basic conditions of employment for senior management to the Board of Directors.
- b) Verifying compliance with the company's remuneration policy.
- c) Periodically reviewing the remuneration policy applied to directors and senior managers, including share-based remuneration systems and their application, as well as ensuring that their individual remuneration is proportional to that received by the company's other directors and senior managers.
- d) Making sure that potential conflicts of interest do not undermine the independence of external advice given to the committee.
- e) Verifying the information on remuneration of directors and senior managers contained in the various corporate documents, including the annual report on director remuneration.

Complies Complies partially � Explain �

51. That the remuneration committee should consult with the chairman and the chief executive of the company, especially on matters relating to executive directors and senior management.

Complies Complies partially � Explain �

52. That the rules regarding the composition and workings of the supervision and control committees should appear in the regulations of the Board of Directors and that they should be consistent with those applying to legally mandatory committees in accordance with the foregoing recommendations, including:
- a) That they be composed exclusively of non-executive directors, with a majority of independent directors.
- b) That their chairpersons be independent directors.
- c) That the Board of Directors select members of these committees taking into account their knowledge, skills and experience and the duties of each committee; discuss their proposals and reports; and require them to render account of their activities and of the work performed in the first plenary session of the Board of Directors held after each committee meeting.
- d) That the committees be allowed to avail themselves of outside advice when they consider it necessary to perform their duties.
- e) That their meetings be recorded and their minutes be made available to all directors.

Complies Complies partially � Explain �

53. That verification of compliance with the company's policies and rules on environmental, social and corporate governance matters, and with the internal codes of conduct be assigned to one or divided among more than one committee of the Board of Directors, which may be the audit committee, the nomination committee, a specialised committee on sustainability or corporate social responsibility or such other specialised committee as the Board of Directors, in the exercise of its powers of self-organisation, may have decided to create. And that such committee be composed exclusively of non-executive directors, with a majority of these being independent directors, and that the minimum functions indicated in the next recommendation be specifically assigned to it.

Complies Complies partially � Explain �

54. The minimum functions referred to in the foregoing recommendation are the following:
- a) Monitoring of compliance with the company's internal codes of conduct and corporate governance rules, also ensuring that the corporate culture is aligned with its purpose and values.
- b) Monitoring the application of the general policy on communication of economic and financial information, non-financial and corporate information and communication with shareholders and investors, proxy advisors and other stakeholders. The manner in which the entity communicates and handles relations with small and medium-sized shareholders must also be monitored.
- c) The periodic evaluation and review of the company's corporate governance system, and environmental and social policy, with a view to ensuring that they fulfil their purposes of promoting the interests of society and take account, as appropriate, of the legitimate interests of other stakeholders.
- d) Supervision of the company's environmental and social practices to ensure that they are in alignment with the established strategy and policy.
- e) Supervision and evaluation of the way in which relations with the various stakeholders are handled.

Complies Complies partially � Explain �

55. That environmental and social sustainability policies identify and include at least the following:
- a) The principles, commitments, objectives and strategy relating to shareholders, employees, clients, suppliers, social issues, the environment, diversity, tax responsibility, respect for human rights, and the prevention of corruption and other unlawful conduct
- b) Means or systems for monitoring compliance with these policies, their associated risks, and management.
- c) Mechanisms for supervising non-financial risk, including that relating to ethical aspects and aspects of business conduct.
- d) Channels of communication, participation and dialogue with stakeholders.
- e) Responsible communication practices that impede the manipulation of data and protect integrity and honour.

Complies Complies partially � Explain �

56. That director remuneration be sufficient in order to attract and retain directors who meet the desired professional profile and to adequately compensate them for the dedication, qualifications and responsibility demanded of their posts, while not being so excessive as to compromise the independent judgement of non-executive directors.

Complies Explain �

57. That only executive directors should receive variable remuneration linked to corporate results and personal performance, as well as remuneration in the form of shares, options or rights to shares or instruments referenced to the share price and long-term savings plans such as pension plans, retirement schemes or other provident schemes.

Consideration may be given to delivering shares to non-executive directors as remuneration providing this is conditional upon their holding them until they cease to be directors. The foregoing shall not apply to shares that the director may need to sell in order to meet the costs related to their acquisition.

Complies Complies partially � Explain �

58. That as regards variable remuneration, remuneration policies should incorporate the necessary limits and technical safeguards to ensure that such remuneration is in line with the professional performance of its beneficiaries and not based solely on general developments in the markets or in the sector in which the company operates, or other similar circumstances.

And, in particular, that variable remuneration components:

a) Are linked to pre-determined and measurable performance criteria and that such criteria take into account the risk incurred to achieve a given result.
b) Promote the sustainability of the company and include non-financial criteria that are geared towards creating long term value, such as compliance with the company's rules and internal operating procedures and with its risk management and control policies.
c) Are based on balancing the attainment of short-, medium- and long-term objectives, so as to allow remuneration of continuous performance over a period long enough to be able to assess its contribution to the sustainable creation of value, such that the elements used to measure performance are not associated only with one-off, occasional or extraordinary events.

Complies Complies partially � Explain � Not applicable �

59. That the payment of variable remuneration components be subject to sufficient verification that previously established performance or other conditions have effectively been met. Entities must include in their annual report on director remuneration the criteria for the time required and methods used for this verification depending on the nature and characteristics of each variable component.

That, additionally, companies consider the inclusion of a reduction ('malus') clause for the deferral of the payment of a portion of variable remuneration components that would imply their total or partial loss if an event were to occur prior to the payment date that would make this advisable.

Complies Complies partially � Explain � Not applicable �

60. That remuneration related to company results should take into account any reservations that might appear in the external auditor's report and that would diminish said results.

Complies � Complies partially � Explain � Not applicable

61. That a material portion of executive directors' variable remuneration be linked to the delivery of shares or financial instruments referenced to the share price.

Complies Complies partially � Explain � Not applicable �

62. That once shares or options or financial instruments have been allocated under remuneration schemes, executive directors be prohibited from transferring ownership or exercising options or rights until a term of at least three years has elapsed.

An exception is made in cases where the director has, at the time of the transfer or exercise of options or rights, a net economic exposure to changes in the share price for a market value equivalent to at least twice the amount of his or her fixed annual remuneration through the ownership of shares, options or other financial instruments.

The forgoing shall not apply to shares that the director may need to sell in order to meet the costs related to their acquisition or, following a favourable assessment by the nomination and remuneration committee, to deal with such extraordinary situations as may arise and so require.

Complies Complies partially � Explain � Not applicable �

63. That contractual arrangements should include a clause allowing the company to demand reimbursement of the variable remuneration components in the event that payment was not in accordance with the performance conditions or when payment was made based on data subsequently shown to have been inaccurate.

Complies Complies partially � Explain � Not applicable �

64. That payments for contract termination should not exceed an amount equivalent to two years of total annual remuneration and should not be paid until the company has been able to verify that the director has fulfilled all previously established criteria or conditions for payment.

For the purposes of this recommendation, payments for contractual termination will be considered to include any payments the accrual of which or the obligation to pay which arises as a consequence of or on the occasion of the termination of the contractual relationship between the director and the company, including amounts not previously vested of long-term savings schemes and amounts paid by virtue of post-contractual non-competition agreements.

Complies Complies partially � Explain � Not applicable �

H FURTHER INFORMATION OF INTEREST

1. If there is any significant aspect regarding corporate governance in the company or other companies in the group that has not been included in other sections of this report, but which it is necessary to include in order to provide a more comprehensive and reasoned picture of the structure and governance practices in the company or its group, describe them briefly below.
2. This section may also be used to provide any other information, explanation or clarification relating to previous sections of the report, so long as it is relevant and not repetitive.

Specifically, indicate whether the company is subject to any corporate governance legislation other than that of Spain and, if so, include any information required under this legislation that differs from the data required in this report.

3. The company may also indicate whether it has voluntarily subscribed to other ethical or best practice codes, whether international, sector-based, or other. In such case, name the code in question and the date on which the company subscribed to it. Specific mention must be made as to whether the company adheres to the Code of Good Tax Practices of 20 July 2010.

This Annual Corporate Governance Report was approved by the Board of Directors of the company in its meeting held on November 3rd, 2022

Indicate whether any director voted against or abstained from approving this report.

Yes � No

Auditor's report on the "Information relating to Internal Control over Financial Reporting (ICFR-SCIIF in Spanish)" of Compañía de Distribución Integral Logista Holdings, S.A. for the fiscal year ended on September 30th, 2022

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A.

Tel: 902 365 456 Fax: 915 727 238 ey.com

AUDITOR'S REPORT ON THE "INFORMATION RELATING TO INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR-SCIIF IN SPANISH)" OF COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. FOR THE FISCAL YEAR ENDED ON SEPTEMBER 30TH, 2022

Translation of a report originally issued in Spanish. In the event of discrepancy the Spanish-language version prevails

To the Directors of COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINS, S.A.

At the request of the Board of Directors of Compañía de Distribución Integral Logista Holdings, S.A. (the Company), and in accordance with our engagement letter dated October 21, 2022, we have performed certain procedures on the accompanying "ICFR-related information" included in the Annual Corporate Governance Report of Compañía de Distribución Integral Logista Holdings, S.A. for the fiscal year ended on September 30th, 2022, which summarizes the Company's internal control procedures regarding annual financial information.

The Board of Directors is responsible for taking appropriate measures to reasonably ensure the implementation, maintenance, supervision, and improvement of a correct internal control system, as well as preparing and establishing the content of all the related accompanying ICFR data.

It is worth noting that apart from the quality of design and operability of the Company's internal control system in relation to its annual financial information, it only provides a reasonable, rather than absolute, degree of security regarding its objectives due to the inherent limitations to the internal control system as a whole.

Throughout the course of our audit work on the financial statements, and in conformity with Technical Auditing Standards, the sole purpose of our evaluation of the internal control system of the Company was to establish the scope, nature, and timing of the audit procedures performed on the Company's financial statements. Therefore, our internal control assessment, performed for the audit of the aforementioned financial statements, was not sufficiently extensive to enable us to issue a specific opinion on the effectiveness of the internal control over the regulated annual financial information issued.

For the purpose of issuing this report, we exclusively applied the following specific procedures described below and indicated in the Guidelines on the Auditors' report relating to information on the Internal Control over Financial Reporting on Listed Companies, published by the Spanish National Securities Market Commission on its website, which establishes the work to be performed, the minimum scope thereof and the content of this report. Given that the scope of the abovementioned procedures performed was limited and substantially less than that of an audit or a review on the internal control system, we have not expressed an opinion regarding its efficacy, design, or operational effectiveness regarding the Company's annual financial information for the fiscal year ended on September 30th, 2022, described in the accompanying ICFR.

Consequently, had we performed procedures additional to those shown in the abovementioned Guidelines, or carried out an audit or review on the internal control system of regulated annual financial information, other matters might have come to our attention which would have been reported to you.

Since this special engagement does not constitute an audit of the financial statements or a review in accordance with prevailing audit regulations in Spain, we do not express an opinion in the terms established therein.

The following procedures were applied:

1. Read and understand the information prepared by the Company in relation to the ICFR -which is provided in the disclosure information included in the Management Report- and assess whether such information addresses all the required information which will follow the minimum content detailed in Section F, relating to the description of the ICFR, as per the Annual Corporate Governance Report model established by CNMV Circular 5/2013 of June 12, 2013 and subsequent amendments, the most recent one being CNMV Circular 3/2021 of September 28 (hereinafter, the CNMV Circulars).
1. Question personnel in charge of preparing the information described in the above section 1, to: (i) obtain an understanding of its preparation process; (ii) obtain information making it possible to evaluate whether the terminology employed is in line with reference framework definitions; (iii) gather information regarding whether the described control procedures are implemented and functioning within the Company.
1. Review the explanatory documentation supporting the information described in section 1 above, which should, mainly, include that information directly provided to those in charge of preparing the descriptive ICFR information. This documentation includes reports prepared by the internal audit function, senior executives and other internal/external specialists in their role supporting the Audit and Control Committee.
1. Compare the information contained in section 1 above with the Company's ICFR knowledge obtained as a result of performing the procedures within the framework of auditing the financial statements.
1. Read the minutes of the Board of Directors Meetings, Audit and Control Committee, and other Company commissions in order to evaluate the consistency between issues described in the minutes related to the ICFR and information discussed in section 1 above.
1. Obtain the representation letter related to the work performed, duly signed by those responsible for preparing and authorizing the issuance of the information discussed in section 1 above.

As a result of the procedures applied on the ICFR related information, no inconsistencies or incidents have come to our attention which might affect it.

This report was prepared exclusively within the framework of the requirements of the article 540 of the Spain's Corporate Enterprises Act, and CNMV Circulars on ICFR description in the Annual Corporate Governance Report.

ERNST & YOUNG, S.L.

(Signed on the original version in Spanish)

_________________________________ María del Tránsito Rodríguez Alonso

November 3, 2022

AI Terminal

Logista Holdings

1807_10-k-afs_2022-11-04_413348a7-8a9b-4c05-9cad-c04a8abf537d.pdf

DECLARATION OF RESPONSIBILITY ON THE CONTENT OF THE ANNUAL FINANCIAL REPORT FOR THE YEAR CLOSED AT 30 SEPTEMBER 2022 (Translation for information purposes)

AUDIT REPORT ON FINANCIAL STATEMENTS ISSUED BY AN INDEPENDENT AUDITOR

Report on the financial statements

Opinion

Key audit matters

Other information: management report

Report on other legal and regulatory requirements

European single electronic format

Term of engagement

Compañía de Distribución Integral Logista Holdings, S.A.

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. BALANCE SHEET AT 30 SEPTEMBER 2022 AND 2021 (Thousands of Euros)

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. INCOME STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2022 AND 2021 (Thousands of Euros)

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2022 AND 2021 A) STATEMENT OF RECOGNISED INCOME AND EXPENSE (Thousands of Euros)

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2022 AND 2021 B) STATEMENT OF CHANGES IN TOTAL EQUITY (Thousands of Euros)

COMPAÑÍA DE DISTRIBUCIÓN INTEGRAL LOGISTA HOLDINGS, S.A. STATEMENT OF CASH FLOW FOR THE YEAR ENDED 30 SEPTEMBER 2022 AND 2021 (Thousands of Euros)

Compañía de Distribución Integral Logista Holdings, S.A.

1. Company activity

2. Basis of presentation of the financial statements

2.1 Regulatory financial reporting framework applicable to the Company

2.2 Fair presentation

2.3 Accounting principles applied

2.4 Key issues in relation to the measurement and estimation of uncertainty

2.5 Comparative information

2.6 Grouping of items

2.7 Materiality

2.8 Going Concern

3. Distribution of profit

4. Accounting policies and measurement bases

4.1 Financial instruments

4.1.i Financial assets

Classification and valuation

Financial assets at fair value with changes in equity

Financial assets at cost

Balance sheet deregistration of financial assets

Impairment of financial assets

Financial assets at cost

Interest and dividends received on financial assets

Investments in the equity of Group companies

Deregistration of financial assets

Impairment of financial assets

Financial assets at cost

Interest and dividends received on financial assets

Cash and cash equivalents

Cash includes both cash and demand deposits.

4.1.ii Financial liabilities

Classification and valuation

Financial liabilities at amortized cost

Reduction of balance sheet of financial liabilities

Fair value

4.2 Revenue and expense recognition

4.3 Income tax

4.4 Pension and other employee benefit obligations

4.5 Related party transactions

4.6 Environmental assets and liabilities

4.7 Current and Non-current classification

4.8 Revenue

5. Merger by absorption

Simultaneous partial demerger and simplified merger by absorption

Demerger - Portugal

6. Financial assets

6.1 Non-current investments in Group companies

6.2 Financial risk exposure

7. Equity

7.1 Share capital

7.2 Share premium

7.3 Legal reserve

7.4 Interim dividends

7.5 Other reserves

7.6 Treasury shares

7.7 Other shareholder contribution

7.8 Other shareholder contribution

7.8 Earnings per share

8. Tax matters

8.1 Current tax receivables and payables

8.2 Reconciliation of the accounting profit to the taxable profit

8.3 Reconciliation of accounting profit to the income tax expense

8.4 Breakdown of income tax profit