The Board of Directors' Remuneration Policy reflects an appropriate assumption of risks combined with the achievement of short- and long-term objectives linked to the creation of sustainable value. For annual variable remuneration, climate-related metrics, such as carbon footprint reduction across Scopes 1, 2, and 3, are included, reinforcing the company's commitment to sustainability.

The variable remuneration system for the CEO is fully flexible, allowing for no payment under this concept if the minimum performance thresholds are not met. To ensure alignment with strategic goals, the company offers multi-year incentives, lasting at least three years, tied to the Strategic Plan and market projections. These incentives, granted in shares or stock options, ensure alignment with shareholder interests and promote long-term accountability. For the CEO, long-term incentives make up about 90% of total compensation in cases where performance exceeds targets.

For annual variable remuneration, climate-related metrics, such as carbon footprint reduction across Scopes 1, 2, and 3, are included, reinforcing the company's commitment to sustainability. The Nomination, Remuneration, and Sustainability Committee (NRSC) ensures these metrics remain challenging, measurable, and aligned with shareholder interests, proposing adjustments if necessary.

The company's remuneration framework incorporates sustainability and climate-related considerations aligned with the goals of the ESG Master Plan 2021–2025 and Science-Based Targets (SBTs). For annual variable remuneration, climate-related metrics, such as carbon footprint reduction across Scopes 1, 2, and 3, are included, reinforcing the company's commitment to sustainability.

For the CEO, long-term incentives make up about 90% of total compensation in cases where performance exceeds targets.

Oversight of the climate change strategy is carried out by the Nominations, Remuneration and Sustainability Committee (NRSC), which reports to the Board of Directors (BoD).

Cellnex's due diligence process aligns with international frameworks, such as the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises, ensuring a comprehensive approach to identifying, preventing, mitigating, and accounting for sustainability impacts across its operations and value chain. This process is embedded into the company's strategy, governance, and business model, as outlined in its sustainability statement.

Mapping of key aspects and steps of due diligence:

• Governance integration (ESRS 2 GOV-2, GOV-3): Cellnex ensures that sustainability matters, including due diligence outcomes, are incorporated into its decision-making processes. The Board of Directors and Senior Management oversee sustainability performance, as highlighted in Section 1.2 of the report.

• Interaction with strategy (ESRS 2 SBM-3): Sustainability risks and opportunities derived from the due diligence process are directly linked to the company's strategic priorities, such as transitioning to a carbon-neutral model and expanding digital infrastructure responsibly (see Section 1.3.2).

• Engagement with stakeholders (ESRS 2 SBM-2, GOV-2):

  • Stakeholder engagement: Cellnex engages with stakeholders through regular consultations and partnerships to inform its due diligence processes. These engagements focus on understanding the interests and concerns of communities, customers, and regulators, as described in Section 1.3.1.
  • Specific action: Initiatives such as the Cellnex Foundation’s Bridge Programme for social impact startups exemplify how stakeholder input is integrated into sustainability practices.

• Identifying and assessing negative impacts (ESRS 2 IRO-1, SBM-3):

  • Materiality assessment: Cellnex employs its double materiality assessment to identify and assess actual and potential negative impacts on people and on the environment. This process is detailed in Section 1.4.1, which outlines how risks are prioritised based on severity and likelihood.
  • Sector-specific risks: Risks that are specific to Cellnex’s telecommunications infrastructure, such as energy use and land impacts, are continuously evaluated to mitigate adverse effects on biodiversity and communities (see Section 2.3.2).

• Taking action to address negative impacts (ESRS 2 MDR-A, Topical ESRS):

  • Mitigation Actions: Cellnex’s mitigation actions include from updating policies to implementing initiatives to reduce environmental impacts, such as transitioning to renewable energy sources and setting science-based carbon reduction targets (see Sections 2.2.3 and 2.3).
  • Targeted interventions: Specific measures, such as deploying renewable energy projects and optimising land use through the Cellnadi initiative, demonstrate tangible progress in addressing identified impacts.

• Tracking effectiveness of efforts (ESRS 2 MDR-M, MDR-T):

  • Monitoring progress: Cellnex uses KPIs and dashboards to track the effectiveness of its due diligence actions. These metrics are disclosed in Sections 2.2.3 and 3.1.3, covering areas such as GHG emissions, biodiversity impacts, and workforce diversity.
  • Continuous improvement: Feedback loops from stakeholder engagement and performance reviews are used to refine and enhance the due diligence process (see Section 1.4).

Cellnex integrates due diligence into its governance, strategy, and operations, ensuring a systematic approach to managing sustainability impacts. By embedding the process into its materiality assessments, stakeholder engagement, and performance monitoring, Cellnex provides a transparent depiction of its practices in line with ESRS requirements.

Cellnex's Risk Management and Internal Control system for sustainability reporting is embedded within its Global Risk Management Model, supervised by the Audit and Risk Management Committee (ARMC). It integrates sustainability risks into the Company's Risk Map, ensuring compliance with CSRD/ESRS requirements, data accuracy, and investor expectations. The ESG Department coordinates sustainability disclosures, supported by the "Basic Guide to ESRS Sustainability Statement Reporting", updated in 2024, and advanced ESG reporting software. These tools automate data collection and analysis, enhancing accuracy and governance through the Three Lines Model and SAP GRC modules. Key Risk Indicators (KRIs) provide early warnings, ensuring proactive risk management and regulatory alignment.

Cellnex follows a structured risk assessment methodology aligned with COSO standards, categorizing risks into Strategic, Operational, Financial and Reporting, and Legal and Compliance groups. Sustainability risks are assessed through a double materiality framework, prioritizing them based on likelihood and severity, considering both financial and ESG impacts.

Key sustainability reporting risks include non-compliance with CSRD/ESRS requirements, data accuracy, and stakeholder expectations. To mitigate these risks, Cellnex conducted a GAP analysis in 2023 and developed a compliance roadmap. By 2025, the company plans to implement the Sustainability Control Information Model (SCINF) to further enhance reporting reliability. Additional controls include validation mechanisms within SAP GRC, periodic audits, and ARMC oversight, ensuring a robust and transparent reporting framework.