AENA Aena S.M.E. S.A.

Etude de l'AG du 27/04/2017

We have concerns over the composition of the Board of Directors, due to the combined Chairman-CEO position, the lack of independent representation (40% according to the Company and 33% as per our guidelines) and the excessive number of Directors representing the controlling shareholder (47%). In addition, we have concerns over the strict independence of the Lead Independent Director, Mr. Eduardo Fernández-Cuesta Luca de Tena, as he is the Chairman of a company that provided advisory services to Aena in 2016. Therefore, we recommend that shareholders oppose the appointment of representatives of the Spanish Government (controlling shareholder with 51%) in items 5.1, 5.2 and 5.3.

In item 9, shareholders are called to an advisory vote on the Company's remuneration policy for the members of the Board of Directors. As Aena is indirectly controlled by the Spanish State, its remuneration policy is defined in compliance with Spanish legislation on Public Sector Companies. We regret that the executive variable remuneration is exclusively linked to annual results (annual cash bonus capped at 8% of the base salary) and it is not structured to achieve an alignment of interests with the shareholders in the long term. However, the amounts are very moderate (the CEO's base salary is € 148'000), due to legal restrictions, and the quality of disclosure is very good (the Company discloses all performance conditions and the level of achievement of annual targets). Therefore, we recommend approval.

25 pages

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