Distribuidora Internacional de Alimentación S A : 2022 ANNUAL REPORT ON REMUNERATION OF DIRECTORS

ANNUAL REPORT ON REMUNERATION OF THE

DIRECTORS OF LISTED CORPORATIONS

IDENTIFYING DATA OF ISSUER

Corporate Name:

DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIÓN, S.A.

Registered Office:

C/ JACINTO BENAVENTE, 2A (EDIFICIO TRIPARK), (LAS ROZAS DE MADRID), MADRID

(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

ANNUAL REPORT ON REMUNERATIONS OF

DIRECTORS OF LISTED CORPORATIONS

A. COMPANY REMUNERATION POLICY FOR THE CURRENT YEAR

A.1.1 Explain the Directors' remuneration policy in force for the current fiscal year. To the extent that it is relevant, certain information may be included by reference to the remuneration policy approved by the Shareholders' Meeting, provided the inclusion thereof is clear, specific and exact.

A description should be provided of the specific determinations, for the current fiscal year, regarding the remuneration of the Directors both in their capacity as such and for the performance of executive functions, made by the Board of Directors in accordance with both the provisions of the contracts signed with the executive Directors and with the remuneration policy approved by the Shareholders' Meeting.

In any event, at minimum, the following aspects should be reported:

1. Description of the procedures and company bodies involved in determining, approving and applying the remuneration policy and its conditions.
2. Indicate and, where applicable, explain whether comparable companies have been taken into account in order to establish the company's remuneration policy.
3. Information on whether any external advisors took part in this process and, if so, their identity.
4. Procedures contemplated in the current Director remuneration policy to apply temporary exceptions to the policy, conditions on which such exceptions may be used and components that may be subject to exceptions according to the policy.

Directors' remuneration policy in force in the current fiscal year

The Directors' remuneration policy of DISTRIBUIDORA INTERNACIONAL DE ALIMENTACIÓN, S.A. ("DIA" or the "Company") in force is the one approved by the Extraordinary Shareholders' Meeting held on 7 June 2022, with a favourable vote of 95.5632% of the share capital present and represented at said Shareholders' Meeting, and is applicable from the day of its approval by said General Meeting and during the three years following its approval, that is, during the fiscal years 2023, 2024 and 2025.

Law 5/2021, of 12 April, amending the revised Capital Companies Law and other financial provisions, with respect to promoting the long-term involvement of shareholders in listed companies, introduced a number of changes in relation to Directors'' remuneration policies, regulating in greater detail the information to be included in the annual report on Directors' remuneration.

In this context, the current remuneration policy of DIA's Directors is in general terms, a continuation of the previous remuneration policy in which the news in the area of Director remuneration introduced by Law 5/2021 has also been taken into account.

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The current remuneration policy complies with the remuneration plan established provided for in Articles 16 and 38 of the bylaws and complies with the provisions of Articles 529 septdecies, 529 octodecies and 529 novedecies of the LSC.

In accordance with the possibility established in Article 529 novedecies.1 of the Capital Companies Law, this new policy on DIA's Directors' remuneration (the "Policy"), which replaces the policy approved by the Shareholders' Meeting held on 30 August 2019, will apply from the same date of its approval by the Annual Shareholders' Meeting of 7 June 2022 and for the following three fiscal years, that is, until 31 December 2025.

The objective of this policy is to contribute to the business strategy and to the long-term interests and sustainability of the Company and is based, among others, on the principles of commitment and attraction and retention of talent, transparency, external and internal equity and fostering the creation of value for the Company and its shareholders in the long term.

Specifically, the Directors' remuneration system is designed in a manner that contributes to the fulfilment of the company's strategies and to the maximisation, on a sustained basis, of the Company's value and ensures that its amount does not condition their independence. For these purposes:

• The Directors' remuneration for their services as such is limited to the non-executivenon-proprietary Directors and consists of a fixed allowance in cash and of deferred remuneration in shares under the Restricted Share Plan for Directors.
• The variable remuneration is only available to the executive Directors and is linked to the achievement of financial-economic and/or non- financial parameters aligned with the strategic objectives of the Company and the long-term creation of value, such that the elements for measuring that performance are not based solely on one-off, occasional or extraordinary events.
• Any variable remuneration paid will be subject to a clawback clause.

The criteria used to determine the remuneration policy are included in Article 38 of the Company's bylaws and Article 33 of the Board of Directors' Regulations, and they differ according to whether the Directors are executive or non-executive.

Specific determinations regarding the remuneration of the Directors both in their capacity as such and for the performance of executive functions

In relation to the specific determinations for fiscal year 2022, both of the remuneration of the Directors for their status as such, as well as for the performance of executive functions, the Nomination and Remuneration Committee and the Board of Directors have applied the previous remuneration policy until 7 June 2022, date of approval by the General Meeting of the new remuneration policy of the Directors (hereinafter "The Remuneration Policy").

In this regard, pursuant to Article 38 of the corporate bylaws, the office of Director, in the capacity of such, is remunerated.

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However, the remuneration policy establishes that only non-proprietary non- executive Directors will receive remuneration in their capacity as directors of the Company, which will consist of:

1. A fixed allowance in cash, established by the Board of Directors, which may adapt the amount to be received by each Director according to the functions and responsibilities entrusted to each one, membership on Board of
   Directors' committees and any other objective circumstances that it considers pertinent.

The maximum annual amount of the fixed allowance for all Directors for their services as such is established by the Shareholders' Meeting as 1,350,000 euros.

The annual fixed allowance of non-executivenon-proprietary Directors is initially established at the following amounts:

Annual basic remuneration:

1. Chairman of the Board of Directors: 250,000 euros gross.
2. Deputy Chairman of the Board of Directors: 200,000 euros gross.
3. Member of the Board of Directors: 100,000 euros gross.

Additional annual remuneration for membership on committees:

1. Committee Chairman: 50,000 euros gross.
2. Committee Member: 20,000 euros gross.

The Board of Directors may review the above amounts within the maximum limit established by the Shareholders' Meeting for the fixed allowance for all the Directors for their services as such.

1. Deferred remuneration in shares under the "Restricted Share Plan" for non-executivenon-proprietary Directors, with the following principal conditions which are approved by the General Shareholders' Meeting:

1. Description: The Restricted Share Plan is a share-based remuneration plan that consists of granting to non-executivenon-proprietary Directors of the Company a right to receive free of charge a certain number of common DIA shares at the end of the vesting period established for the purpose and provided that (without prejudice to any exceptions that apply) the Director has continued to hold their office for the entire vesting period.
2. Grant of rights under the Restricted Share Plan: Each non-executivenon-proprietary Director may be granted a right to receive shares under the Restricted Share Plan on the occasion of their appointment, of each reappointment as Director of the Company or at the end of the vesting period of any prior right.
3. Vesting period: The vesting period will be for a term that will normally be similar to the Director's term of office in accordance with the Corporate
   Bylaws of the Company (currently two years), which may be counted from
   Annual Shareholders' Meeting to Annual Shareholders' Meeting (taking 31 May as the date of the Annual Shareholders' Meeting for these purposes),

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although it will be possible to establish vesting periods with a longer term (by no more than 12 months) or shorter where necessary or advisable for the better management of the Restricted Share Plan (e.g., in cases of appointments or reappointments on dates other than that of the Annual Shareholders' Meeting).

1. Individual grant: Each right will refer to a number of shares equal to the result of multiplying the amount of €50,000 by the number of years of the term of the vesting period and dividing it by the reference price of the share, rounded to the closest unit. The reference price will, as a general rule, be the average closing price of the DIA share during the 15 trading sessions immediately preceding the reference date of the grant (which may be the effective date of the appointment or reappointment of the Director or the end of the vesting period of any prior right). The Board of Directors is authorised to adjust the number of shares allocated to each right in accordance with the application of the usual anti-dilution clauses.
2. Vesting: The right to receive the shares will accrue proportionally during the vesting period, but the right will not vest and the shares will not be delivered until the end of such period. If the Director vacates office before the end of the vesting period for a reason not attributable to a breach of their duties, the Board of Directors is authorised to vest the right to receive all or some of the shares allocated and bring forward the delivery of such shares to the moment of vacation of office, all the foregoing depending on the circumstances present.
3. Other obligations: Directors will be under the obligation to hold any delivered shares until they vacate office (although this rule will not apply to any shares that the Director needs to dispose of in order to pay the costs relating to their acquisition).

The Board of Directors is authorised, on the broadest terms, with express powers to subdelegate, to implement, develop, interpret, formalise, execute, operate and settle the Restricted Share Plan, adopting as many resolutions and signing as many public or private documents as may be necessary or advisable to give full effect to the Plan, with the authority as well to correct, rectify, amend or supplement the Plan.

To enable the implementation and operation of the Restricted Share Plan, the Shareholders' Meeting, in accordance with Article 219 of the Capital Companies Law, approved the allocation of 140,000,000 common shares of the Company with a par value of €0.01 each for the grant of rights under the Restricted Share Plan for the term of this Policy (i.e., until 31 December 2025). The Company may allocate to coverage of the Restricted Share Plan the shares that make up or that may make up its treasury stock from time to time or use other appropriate coverage systems.

This Policy does not contemplate the payment of fees for attendance at meetings of the Board of Directors or of the Board committees; however, Directors will be reimbursed for any duly justified expenses they may incur in performing their functions.

At the date of preparation of this report, the non-proprietarynon-executive Directors are: Ms. Luisa Deplazes de Andrade Delgado, Mr. Marcelo Maia Tavares de Araujo, Mr. Vicente Trius Oliva, Ms. Gloria Hernández García and Mr. José Wahnon Levy.

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