Corporate Governance

A revised version of the Code of Good Governance  for Listed Companies of the Spanish Securities Market Commission (CNMV) was published in 2020. The Code of Good Corporate Governance contains a series of recommendations aimed at ensuring the proper functioning of the governing and administrative bodies of Spanish companies in order to lead them to the highest levels of competitiveness; to generate confidence and transparency for shareholders and domestic and foreign investors; to improve internal control and corporate responsibility of Spanish companies; and to ensure the proper segregation of functions, duties and responsibilities in companies, from a perspective of maximum professionalism and rigour.

Thus, based on the recommendations set out in the amended version of the Code of Good Governance, during 2020 Cellnex reviewed the organisation's corporate documents to incorporate these recommendations. In addition, the corporate governance regulations were revised to bring them into line with the Draft Law transposing Directive (EU) 2017/828 of the European Parliament and of the Council with regard to the promotion of long-term shareholder engagement, which subsequently resulted in Law 5/2021 and came into force on 3 May 2021.

Law 5/2021, of 12 April 2021, abolishes Article 120 of the Consolidated Text of the Stock Market Law and therefore eliminates the obligation for companies whose shares are listed on regulated markets to publish quarterly financial information. In this regard, Cellnex plans to continue submitting the quarterly financial reports for Q1 and Q3 on a voluntary basis, with an in-house analysis in each case as to whether these reports may contain inside information, in which case they will be reported as "Inside information"; and otherwise, they will come under "Other relevant information".

The list of Policies updated in 2021 is as follows:

• Policy on the composition of the Board of Directors, replacing the Policy on the Selection and Appointment of Directors, dated 19/02/2021.
• Policy on communication of financial, non-financial and corporate information and contacts with shareholders, institutional investors and proxy advisors, replacing the former Policy on communication and contacts with shareholders, institutional investors and proxy advisors and adding the new General Policy on the communication of economic-financial, non-financial and corporate information referred to in recommendation 4 of the Code of Good Governance revised in 2020. Amended on 19/02/2021.
• Environmental, Social and Governance (ESG) Policy. Update of the Policy formerly known as CSR Policy. Amended on 26/03/2021.
• Equity, Diversity and Inclusion Policy. Amended on 19/02/2021.
• Treasury Stock Policy, dated 27/10/2021.
• Global Quality Policy. Updated on 26/03/2021.
• Environment and Climate Change Policy. Updated on 26/03/2021.
• Directors' Remuneration Policy. Approved on 29/03/2021.
• Occupational Health and Safety Policy. Amended on 26/03/2021.
• Tax Policy, replacing the Tax Strategy, dated 28/07/2021.
• Global Risk Management Policy. Amended on 16/12/2020.

Following the revision of all internal regulations, the Articles of Association and the Regulations of the General Meeting of Shareholders were approved by the Ordinary General Meeting of Shareholders of the Company on 29 March 2021 and the Regulations of the Board of Directors and the Internal Code of Conduct on matters relating to the Securities Market were approved by the Board of Directors on 19 February 2021.

Additionally, on 19 February 2021, the Board of Directors approved the new Policy on financial, non-financial and corporate information and contacts with shareholders, institutional investors and proxy advisors, which includes the General Policy on the communication of economic-financial, non-financial and corporate information, and was published on the Company's website.

In addition, on 19 February, 2021, the Company included sustainability in the functions of the Appointments and Remuneration Committee, which was renamed the Nominations, Remuneration and Sustainability Committee, and also incorporated risk management into the Audit and Control Committee, renamed the Audit and Risk Management Committee. Likewise, on the same date the Company approved an Environmental, Social and Governance (ESG) Policy. Consequently, Cellnex fully complied with recommendations 53, 54 and 55 of the Code of Good Governance.

In this regard, from the Board's point of view, the expanded responsibilities of the Appointments and Remuneration Committee in relation to Sustainability was intended to ensure best practices of the management team in governance oversight. In addition, the specific training and awareness of the Board and the Group's management team has been prioritised with an ad hoc updating programme in the field of ESG in collaboration with IESE.

The new Directors' Remuneration Policy approved by the Ordinary General Shareholders' Meeting of 2021 maintains the fundamental lines applied in previous years, but introduces some adjustments to strengthen alignment with the Company's strategic priorities, with corporate governance recommendations and with the practices of comparable sectors and companies. Likewise, the new requirements established in the then Draft Legislation for the transposition of Directive (EU) 2017/828 of the European Parliament and of the Council have been taken into account with regard to promoting the long-term involvement of shareholders, transposition made in Law 5/2021 that entered into force on May 3, 2021.

As a new feature, the 2021 Annual Directors' Remuneration Report (see Annex 10. Annual Report on the Remuneration of Directors) has been prepared in open format to reinforce the Company's good governance practices in line with the best standards in Europe. Therefore, in addition to the information provided in the CNMV format, further information will be provided to increase the transparency of the information contained in this report, and will also be provided in a more visual manner.

Shareholding structure

During 2021 there have been no significant changes in the shareholding structure of the Company since the previous year's General Shareholders' Meeting. Therefore, the main shareholders of Cellnex are presented below.

The Cellnex Board of Directors

On 19 February 2021, the Board of Directors of Cellnex, a proposal of the Nominations, Remuneration and Sustainability Committee, approved the new Policy on the composition of the Board of Directors. This Policy aims, among other things, to achieve an appropriate composition for the Board in line with the recommendations of the Code of Good Governance for listed companies of the Spanish Securities Market Commission (CNMV).

The appointments made in recent years have always complied with the criteria established in the former Policy for the Selection and Appointment of Directors, now by the Policy for the Composition of the Board of Directors. The Company also complies with the recommendations of the Code of Good Governance of Listed Companies regarding diversity on the Board. However, on the occasion of the upcoming reappointments, the Nominations, Remunerations and Sustainability Committee has formulated a matrix of competencies of the Board of Directors which has been approved by the Board, following the best practices set out in the Technical Guide on Nomination and Remuneration Committees, in order to analyse and, where appropriate, strengthen the composition of the Board of Directors.

Accordingly, an amendment to the new Board of Directors' composition policy and to the Board of Directors' Regulations is to include the objective that the least represented gender should represent at least 40% of the total number of Board members by the end of 2022. This objective has already been achieved as of the date of this report (the number of female directors currentl 45.45% of all the members of the Board). In addition, following its commitment to Diversity, the Council includes representatives of 7 different nationalities. Likewise, on the same date, February 19, 2021, an amendment to the Equity, Diversity and Inclusion Policy was also approved, in order to highlight the commitment to the presence of senior managers in the Company.

In 2021, 14 meetings of the Board of Directors were held, with 100% attendance at all meetings with the exception of the meeting held on 6 May, where one Director excused his absence. All meetings were held electronically, except for the last meeting in October and December, which were held in person.

Composition of the Board of Directors

The changes made to the composition of the Group's Board of Directors in 2021 include the following:

• Mr. Franco Bernabè, proprietary director of Edizione, resigned for personal reasons, this change was accepted by the Board on January 4, 2021.
• Mr Bertrand Kan was appointed Chairman of the Board of Directors on 22 January 2021. Note that he serves as an independent director.
• Ms Kate Holgate joined the Board as a new independent director on 28 July 2021.

With the incorporation of Kate Holgate, the number of independent directors rises to eight, representing 72.72% of this governing body and thus exceeding the recommendation established in the Code of Good Governance listed companies of the Spanish National Securities Market Commission (CNMV) on this topic.

The current composition of the Board of Directors of the Cellnex Group is set out below.

Independent Directors

• Bertrand Boudewijn Kan, extensive professional experience in investment banking and focused on the telecoms, media and technology sector in particular. He spent most of his career at Morgan Stanley where he became a Managing Director and Head of the European Telecoms Group. Subsequently in 2006 he moved to Lehman Brothers, where he was Co-Head of the Global Telecoms Team and was a member of the European Operating Committee. In 2008, following the acquisition of Lehman Brothers by Nomura, he became Head of the Global Telecoms, Media and Technology Group at Nomura and was a member of the Investment Banking Global Executive Committee. He left investment banking in 2012.  Among other responsibilities, in addition to the Cellnex Board, he is currently a member of the Advisory Council of Wadhwani Asset Management and Chairman of the Board of UWC Netherlands. Bertrand Kan graduated with B.Sc. and an M.Sc. degrees in Economics from the London School of Economics.
• Pierre Blayau, is currently holding the position of Censor of FIMALAC, Senior Advisor of Bain Company, Chairman of Harbour Conseils and Board member of Newrest. He was previously Chief Executive Officer of Pont à Mousson, PPR, Moulinex, Geodis, and Executive Director of SNCF. He has also served as Executive Director of La Redoute, as a member of the Board of Directors of FNAC, and Independent Director of Crédit Lyonnais and President of the Board of Directors of Areva and President of CCR (Caisse Centrale de Réassurance). Pierre Blayau is a Public Finance Inspector of the French Ministry of Finance, and graduated from the École Nationale d’Administration de Paris and the École Normale Supérieure de Saint-Cloud..
• Giampaolo Zambeletti has spent much of his professional career in the chemicals/pharmaceuticals and telecoms sectors. He was previously Founder and Managing Director of Zambeletti España, President and CEO of Zambeletti Group, President of Italgas SpA, President, Managing Director of Ellem Industria Farmaceutica SpA and Vice-President of Unidad Editorial, S.A. He served as Vice President of the pharma labs association, Farmindustria. In 2001 he has been appointed Group Senior Vice President International Affairs of Telecom Italia. He has furthermore been a member of the Board of Directors of Telecom Italia International (Netherlands), Auna, S.A. (Spain), Avea (Turkey), Oger Telecom (Dubai), Ojer Telekomunikasyon (Turkey) and Telekom Austria. Giampaolo Zambeletti holds a degree in Chemistry from the Università degli Studi di Pavia, and received the Isabel la Católica Award from King Felipe VI in 2015.
• Peter Shore has extensive experience in the telecommunications and tech sector. He held the position of Chair of Unwired in Australia (2003)and Chair of Arqiva in the UK (2007-2014). He has also been Chair of Uecomm, Lonely Planet Publications, the Hostworks Group and Airwave. Shore was Group Managing Director at Telstra in Australia, CEO of MyPrice (Aust/NZ) and Managing Director of Media/Communications/Partners. He has served as a Director of Objectif Telecomunications Limited, Foxtel, SMS Management and Technology and OnAustralia. He was furthermore a member of the Advisory Board of Siemens Australia. He also served as member of the Corporate Board of the National Society for the Prevention of Cruelty to Children and Board of- the Australia-United Kingdom Chamber of Commerce. He is also currently Chairman of Gigacomm Pty Ltd, a private Australian broadband service provider. Leonard Peter Shore holds a degree in Applied Mathematics and Computing Science from the University of Adelaide.
• Marieta del Rivero, is independent director of Cellnex Telecom and Gestamp Automoción and a member of its sustainability committee. Non-executive Chairperson of Onivia. She is a member of the Advisory Board of the Mutual Society of Lawyers, Trustee of the Tecnalia Foundation and member of the Board of the Spanish Association of Directors and Co-Chair of Women Corporate. She has been global marketing director of Telefonica, deputy managing director to the digital commercial managing director of Telefónica, CEO of Nokia Iberia, senior advisor of Ericsson, partner of Seeliger & Conde and Chairperson of International Women´s Forum Spain. She was one of ‘The 500 Most Influential Women in Spain’ in 2018, 2019 and 2020 according to ‘El Mundo’; she was one of ‘The Top 100 Women Leaders 2018’ by Mujeres & Cía, and she was recognized as the ‘Best Executive 2017’ by the Spanish Association of Business Women. She is the author of the book ‘Smart Cities: a vision for the citizen’. Marieta del Rivero completed an AMP (Advanced Management Program) by IESE, an EP (Executive Program) by Singularity University California and is an executive coach certified by ECC. Marieta del Rivero is BA in Business Administration by University Autónoma of Madrid (UAM).
• Anne Bouverot, is currently Chairperson of the Board of Technicolor, as well as Senior Advisor of TowerBrook Capital Partners and Board member of Ledger. She is also Chairperson of Foundation Abeona, whose motto is “Championing Responsible AI”, working on social impact of AI and digital technology. Previously she was CEO of Morpho, a biometrics and cybersecurity company (between 2015 and 2017) and general director of the GSMA (between 2011 and 2015). Prior to this she had a 19 years career with several management positions in the Orange/France Telecom group, the last of which was Executive Vice President of Mobile Services from 2009 to 2011. Anne Bouverot has a degree in Mathematics and a PhD in Artificial Intelligence from the École Normale Supérieure in Paris, and a degree in Engineering from Telecom Paris.
• María Luisa Guijarro, has developed her professional career mainly in the Telefónica Group since 1996 and until 2016, where she has held, among others, the positions of Global Director of Marketing and Sponsorship, CEO of Terra España, Director of Marketing and Business Development in Spain and,ultimetly, member of the Executive Committee in Spain as head of Strategy and Quality. She is a proprietary director of EQT in Adamo Telecom Iberia, S.A. and Adamo Telecom, S.L. She holds a degree in Economics from the Universidad Autónoma de Madrid.
• Kate Holgate has extensive professional experience in multiple sectors such as technology, professional and financial services, real estate and others, mainly in the UK and Asia-Pacific, in the field of financial, corporate and crisis communications. A specialist in mergers and acquisitions and IPOs, she is currently Co-Director of Global New Business at the international communications and public affairs consultancy Brunswick Group. From 2019 until December 2020, she was a director of the company in Hong Kong and, between 2013 and 2019, in Singapore, after holding other senior positions at Brunswick Group London, which she joined in 2000. Kate Holgate joined Kleinwort Benson's Corporate Advisory department in 1994, and previously worked in the UK diplomatic service after graduating with an honours degree in Physics from Oxford University.

Proprietary Directors

• Christian Coco, is Chief Investment Officer of Edizione Srl. He is also a director of the Edizione Group companies, Benetton Srl and CEO of ConnecT Due, as well as non-executive Chairman of Benetton Group Srl. He started his professional career in the field of strategic planning in the energy sector and in 2002 he joined Mediobanca in the acquisition finance department. From 2007 until 2011 he worked in private equity firms, especially focused on investments in the infrastructure sector in Europe. Subsequently, and until joining the Edizione Group in 2015, he was the head of Planning, Control and M&A of the CIR Group of the De Benedetti family. Christian Coco holds an engineering degree from the Politecnico di Milano and a postgraduate degree in Utilities Companies from the MIP of Milan (Politecnico Business School).
• Alexandra Reich has 20 years’ experience in the telecommunications industry, after starting her career in investment banking. She is currently member of the Board of Directors of the Dutch company Delta Fiber and of IKANO (IKEA) SEA . She has been senior advisor at Telenor, as well as CEO of Telenor in Thailand – DTAC (from 2018 to 2020) and CEO of Telenor Hungary (from 2016 to 2018) as well as Chairperson of the Boards of Telenor Serbia and Telenor Bulgaria. She also held various management positions at Swisscom (between 2009 and 2016) and Sunrise (between 2007 and 2009) in Switzerland, and at Hutchison (between 2005 and 2007) and United Telecommunications (between 2004 and 2005) in her native Austria. Alexandra Reich has a degree in Business Administration and a Master degree from the Vienna University of Economics and Business Administration.

Executive Director

• Tobias Martínez is the Company's Chief Executive Officer (CEO) and sole director of the subsidiary Cellnex Finance Company, S.A.U . He joined Acesa Telecom (Abertis Group) in 2000 first as Director and General Manager of Tradia and, later, of Retevisión. Before joining the Abertis Group, he ran his own business project in Information Systems and Telecommunications for more than 10 years. He studied Telecommunications Engineering and holds a Diploma in Senior Management from IESE (PADE), and a Diploma in Marketing Management from the Instituto Superior de Marketing de Barcelona.

Non-director Secretary

• Jaime Velázquez Vioque holds a degree in Law from the University of Extremadura and is a State Lawyer on leave of absence. He has extensive experience in commercial law, mainly in corporate mergers and acquisitions in regulated sectors and in matters related to corporate governance of companies. He currently heads an international law firm in Spain, which he joined in 2005. Previously, he held the positions of secretary of the board of directors and director of legal advice of the Instituto de Crédito Oficial ICO and secretary general and board secretary of the Comisión del Mercado de las Telecomunicaciones -CMT-. He has participated in numerous conferences and has been an associate lecturer in commercial law at the Pompeu Fabra University in Barcelona.

Non-director Vice-Secretary

• Virginia Navarro Virgós, is Director of Legal M&A & Financing at Cellnex. Previously, she was Senior Manager of the Legal Department of Abertis Infraestructuras, where she spent ten years actively participating in M&A and financing projects of the Group both nationally and internationally. Previously, she worked at Linklaters as an Associate in the Corporate Department, as well as in the legal department of Morgan Stanley.Virginia Navarro holds a Law Degree from the Pompeu Fabra University (UPF) and a Master in International Legal Practice from the Instituto de Empresa (IE).

Committees of the Board of Directors

The governing bodies of Cellnex are completed with:

• The Nominations, Remunerations and Sustainability Committee (NRSC). Formed by 4 members (3 independent and 1 proprietary). In 2021, 14 meetings were held with 100% attendance of all members. The functions of the NRSC include setting a representation target for the under-represented gender on the Board of Directors and developing guidance on how to achieve this target. It also reports to the Board of Directors on the non-financial information that the Company is required disclose public from time to time. It is also responsible for assessing and periodically reviewing the corporate governance system and the Company's environmental and social policy, in order to ensure that they fulfil their mission of promoting social interest. Significantly, on 6 December the Independent Director the independent director Giampaolo Zambeletti notified the Company of his resignation as a member of the Nomination, Remuneration and Sustainability Committee.
• The Audit and Risk Management Committee (ARMC). Formed by five members (4 Independent and 1 Proprietary). In 2021, eight meetings were held with 100% attendance of all members. The ARMC's duties include reporting to the General Shareholders' Meeting on the outcome of the audit, explaining how the audit has contributed to the integrity of the financial and non-financial information and the role the Committee has played in that process. It also supervises and evaluates the process of preparation and presentation of financial and non-financial information, as well as the control and management systems for financial and non-financial risks relating to the Company.

The responsibilities and functioning of the ARMC and the NRSC are incorporated in the Internal Regulations of the Board of Directors.

As established in the CNMV's Code of Good Governance for Listed Companies, every three years an external consultant assesses the functioning of the Board and its committees, and Cellnex carries out an internal assessment on an annual basis. Based on the results of the assessments, an Action Plan is drawn up for the following year, which is approved by the Board of Directors.

The Board of Directors and the Management of Cellnex Telecom S, Aare firmly committed to promoting a solid culture of compliance, ethics and integrity in the performance of all activities of the Cellnex Group, including professional members of the Group, representatives, suppliers and other third-parties that provide services or in any way act in Cellnex’s name or have any relationship with the Group.

In this context, the Ethics and Regulatory Compliance Committee (“CEC”) is responsible for the proactive oversight in respect to ethics, business integrity and for the effective functioning of the Cellnex compliance system, for which it has ample powers and independence in the execution of its functions. The Committee is governed by Regulations of the Ethics and Regulatory Compliance Committee, the applicable law and other Cellnex Group corporate governance rules.

The Cellnex Ethics and Regulatory Compliance Committee is an internal and permanent collegiate committee, linked to the Audit Committee and Risk Management and reports to the Cellnex Telecom, S.A., Board of Directors.

In Accordance with the Regulations of the Ethics and Regulatory Compliance Committee, the Ethics and Regulatory Compliance Committee has the following responsibilities:

• Responsible for Ethical compliance matters under the Code of Ethics, in the procedure of the Whistle-blower Channel and the Complaints Channel Form (“Ethical Channel”).
• Responsible for regulatory compliance matters under the Corruption Prevention Procedure, responsible for Criminal Compliance and the Disciplinary System.
• Responsible for corporate integrity in the internal regulations covered by the “Ethics and Regulatory Compliance Committee: Rule Zero”.

During the 2021 financial year, the Regulations of the Ethics and Regulatory Compliance Committee and a document on “Responsibilities of the Ethics and Regulatory Compliance Committee” were both approved by the Board of Directors its meeting of 28 July 2021.

Furthermore, during 2021 the composition of the Ethics and Regulatory Compliance Committee was reorganized with a view of promoting and developing new measures and policies that were implemented throughout the year.

The current composition of the Ethics and Regulatory Compliance Committee is as follows:

• José Mª Miralles (Chairman). General Counsel – Legal and Regulatory Affairs
• Sergi Martínez (Secretary). Global Head of Internal Audit and Risk Control
• Yolanda Menal. Director People Global
• Daniela Sonno. Director of Economic Control and Management of Cellnex Italy
• Yvette Meijer. Deputy General Manager Cellnex Netherlands

Crime Prevention and Detection Model

In 2020 Cellnex reviewed and updated its Crime Prevention Model to adapt it to the various legal provisions approved since the previous version of the Model, as well as to adapt to Cellnex’s organisational changes. Likewise, a report was issued based on the NIEA 3000 Standard “Assurance Engagements other than the audit or review of historical financial information”, which establishes that Cellnex has an adequate and reasonable control environment to mitigate the commission of criminal offences that entail criminal liability of legal persons.

The updated version of the Crime Prevention Model and the Independent Expert Report were approved by the Ethics and Compliance Committee, the Nominations, Remunerations and Sustainability Committee and the Board of Directors in 2021.

Corruption prevention Procedure

As an essential part of the Crime Prevention and Detection Model (“MPDD”), Cellnex also has a Corruption Prevention Procedure the content of which is in line with the requirements laid down by the ISO 37001 standard. The Corruption Prevention Procedure PPC is intended to establish mandatory principles for combating corruption, and to be configured as the guide to be followed by all directors, employees, and governing bodies at Cellnex, as well as by third parties, establishing appropriate standards of conduct in relation to the prevention, detection, investigation and remedy of any corrupt practice within Cellnex. The PPC therefore simbolises Cellnex’s commitment combat against corruption. In this connection, thanks to planned by Cellnex's to prevent corruption,prevention measures, no cases of corruption were identified in 2021.

The current version of the Corruption Prevention Procedure was approved by the Ethics and Regulatory Compliance Committee, the Nominations, Remunerations and Sustainability Committee and finally by the Board of Directors in December 2020.

Moreover, in line with the desire for continuous improvement indicated, during 2021, with the help of an independent third-party expert, a Gap-Analysis Report was drafted on the content of the MPDD and the PPC and the proposals in relation to recommendations laid down by UNE.ISO 37001, with the view to making the improvements identified during the 2022 financial year.

To reinforce the culture of compliance, ethics, and integrity, and to align with the requirements of UNE 19602, the Tax and Complaince Committee a specific body for the Tax Compliance Officer was set up in 2021 within Cellnex Group. Furthermore, since 2020 Cellnex has adhered to the Code of Good Tax Practices.

Finally, during 2021, work was carried out on the implementation of a tool that can automatically assess any compliance risk that Cellnex bares when contracting with third parties, such as customers or suppliers, with the aim of avoiding kind of damage arising from  relationships with such parties. This tool helps monitor data such as the presence on an international sanctions list of entities related to Cellnex,to treat of its administrators as politically exposed persons or if a company appearing in the media or social networks for reasons related to corruption, money laundering or tax evasion.

Code of Ethics

In 2015 the Board of Directors of Cellnex Telecom, S.A approved the Cellnex Code of Ethics, which has been updated in 2019.

The Cellnex Code of Ethics is a fundamental regulation of the Cellnex Group and its objectives are as follows:

• To establish general guidelines for action and behavior.
• To define a mandatory ethical reference framework that regulates the work and professional behavior of the people bound by it.
• To create a set of rules of conduct for any actor who has contact with any of the Group companies.
• to create regulations for the prevention of corruption in order to implement the guidelines for combating corruption.

In accordance with the Cellnex Group Code of Ethics, the guiding principles of the Cellnex Group are as follows:

Since 2019, the General Conditions of Procurement of the Cellnex Group have included a clause on the Group’s Code of Ethics to require suppliers to declare knowledge of and full compliance with the contents of the Code of Ethics. In addition, suppliers have to inform their employees and any subcontractors of the existence and content of the Code of Ethics and to ensure full compliance. The same clause has been incorporated into the employment contracts in the new Cellnex Group hires.

Furthermore, all Group employees always have access to training related to and associated with the Code of Ethics.

The Cellnex Group Code of Ethics has a whistleblowing channel (known as the Ethical Channel for reporting, anonymously and confidentially, any potentially significant irregularities observed within the companies of the Cellnex Group. The Ethical Channel is managed by the Group’s Ethics and Compliance Committee.

In 2021 the Ethics and Regulatory Compliance Committee made fuerther progfress on disseminating and communicating of the Group’s Code of Ethics through number of actions in each geographical area.

Whistleblowing channel (Ethical Channel)

The Cellnex Group, in its mission to promote a robust culture of compliance, has implemented a whistleblowing channel, known as the Ethical Channel.

The Ethical Channel is a communication tool accessible to all employees and stakeholders of the Group for reporting, confidentially and anonymously, any irregularities of potential significance detected within the companies of the Group.

Through the Ethical Channel, all concerned individuals and groups can:

• Ask questions about the interpretation of the Cellnex Group Code of Ethics and other applicable internal regulations.
• Report conduct that might be in breach of the Code of Ethics, internal regulations or, in general, the current legislation applicable to the Group (as such, crimes or irregularities related to finance or accounting, labour or human rights aspects).

Both people working in the Cellnex Group and third parties with whom the Group has relationships must cooaperate on the early detection and reporting through the Ethical Channel, of anu conduct that might be in breach of the applicable regulations, especially when such conduct might give rise to criminal liability for Cellnex.

The Ethical Channel is easily accessible as follows:

• On the Cellnex Group Intranet;
• Via email canal.etico@cellnextelecom.com, by filling in the form available on the website; and
• By post for the attention of the Chairman of the Ethics and Regulatory Compliance Committee (Ref. Ethical Channel- Passeig Zona Franca, 105; 08038 Barcelona).

Complaints received through the Ethical Channel will be handled by the Group’s Ethics and Regulatory Compliance Committee, the body responsible for regulatory compliance. Such reports will be confidential and anonymous.

Given the importance of the Ethics Channel as a powerful communication tool for reporting irregularities of potential significance by employees and stakeholders of the Cellnex Group, the company works continuously to improve this channel, ensuring that it works correctly. Accordingly, in 2021, technical and organisational aspects of the Channel were modified to guarantee not only the inherent confidentially from the beginning, but also the possibility of submitting complaints and reports in general in an anonymous manner.

These updates to the Ethical Channel herald an even more in-depth reform that will lead to its enhancement during 2022, thereby taking another step towards fulfilling the firm commitment to promote a robust culture of compliance, ethics and integrity in the performance of all Cellnex Group activities.

Finally, the number of complaints received in the Ethical Channel, has risen from two in 2020 to seven in 2021. Four of those complaints were related to issues that were not the responsibility of the Ethics and Regulatory Compliance Committee. None of the complaints received was related to a violation of human rights or corruption.