Indra Sistemas S A : Regulations of the Board of Directors, May 2024

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

May 2024

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Contents

I.	General Provisions	3
	Article 1.	Purpose and Scope	3
	Article 2.	Interpretation	3
	Article 3.	Effective Date; Amendment	3
	Article 4.	Distribution	4

II.	Mission of the Board of Directors	4
	Article 5.	Board Functions	4
	Article 6. Criteria for Board Action	5
III.	Composition of the Board	5
	Article 7. Classes of Directors	5
	Article 8.	Qualitative Composition	5
	Article 9.	Quantitative Composition	6
IV.	Board Positions	6
	Article 10.	Chairmanship and Deputy Chairmanship of the Board	6
	Article 11.	Lead Independent Director	7
	Article 12.	The Board Secretary	8
V.	Proceedings of the Board	9
	Article 13.	Board Meetings	9
	Article 14.	Meeting Procedures	11
	Article 15.	Minutes and Discussions	11
VI.	Board Committees	12
	Article 16.	Board Committees	12
	Article 17.	The Executive Committee	13
	Article 18.	The Auditing and Compliance Committee	14
	Article 19.	The Appointments, Remuneration and Corporate	Governance
	Committee	17
	Article 19bis. The Sustainability Committee	19
	Article 19 ter. The Strategy Committee	20
VII.	Appointment and Dismissal of Directors	21
	Article 20.	Nomination and Appointment of Directors	21
	Article 21. Duration of Mandate	22
	Article 22.	Re-election of Directors	23
	Article 23.	Resignation and Dismissal of Directors	23
	Article 24.	Duty to Abstain. Secret Ballot	24
VIII.	Director Information	25

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

1

	Article 25.	Right to Information	25
	Article 26.	External advice	25
IX.	Director Remuneration	26
	Article 27.	Director Remuneration	26
X.	Director Duties	27
	Article 28.	Duty of Care	27
	Article 29.	Duty of Secrecy and Confidentiality	27
	Article 30.	Duty of loyalty	28
	Article 31.	Conflicts of Interest and Waiver	28
	Article 32.	Prohibition Against Competition	29
	Article 33.	Dedication	30
	Article 34.	Duties of the Secretary and Deputy-Secretary of the Board	30
XI.	Transactions with Directors and Shareholders	30
	Article 35.	Related-Party Transactions	30
	Article 36. Public Information	31
XII.	Board Relations	32
	Article 37.	Relations with Shareholders and Investors, Voting Advisers and Other
	Stakeholders ………………………………………………………………………………... 32
	Article 38.	Relations with Markets	32
	Article 39.	Relations with Auditors	33

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

2

1. General Provisions

Article 1. Purpose and Scope

1. The purpose of these Regulations is to govern the principles for action and rules of procedure for the Board of Directors of Indra Sistemas, S.A. (the "Company") and its Committees, in accordance with applicable law, the Bylaws, and best practices in the areas of national and international Corporate Governance.
2. The Board Regulations apply to the Directors of the Company and, to the extent to which they are affected, to the Secretary and Deputy-Secretary of the Board as well as senior managers of the Company.
3. Senior managers are those persons who perform senior management duties under the direct supervision of the administrative body, its executive committees or Executive Directors of the Company who are members of the Management Committee, as well as the Internal Auditor.

Article 2. Interpretation

1. These Regulations shall be construed in accordance with applicable legal and statutory rules, as well as applicable principles and recommendations on Corporate Governance.
2. The Board shall have the responsibility for clarifying their meaning and for resolving any doubts that may arise in their interpretation and application.

Article 3. Effective Date; Amendment

1. These Regulations shall enter into force on the date of their approval or, if applicable, any amended form of them as adopted by the Board.
2. These Regulations may be amended at the request of the Chairman/Chairwoman of the Board, of the Appointments, Remuneration and Corporate Governance Committee, or one third of the number of Directors.
3. Any proposed amendment shall include a well-reasoned explanation for its motive and its scope and be previously reported on by the Appointments, Remuneration and Corporate Governance Committee.
4. The text of the proposal, together with the explanation and committee report referred to above, shall be attached to the call notice of the Board meeting where the amendment is to be discussed.

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

3

Article 4. Distribution

1. Persons subject to these Regulations are obliged to understand, follow, and enforce them. To this end, the Board Secretary shall provide them with a copy.
2. The Board shall take measures to ensure that shareholders, markets, and investors in general become aware of the Board Regulations. To this end, the General Shareholders' Meeting will be informed, they shall be published on the Company's website, will be published as required by law, and will be submitted to all appropriate registries and supervisory bodies.

1. Mission of the Board of Directors

Article 5. Board Functions

1. Notwithstanding the powers vested in the General Shareholders' Meeting, the Board is the Company's highest administrative body and has the power to represent it as established by applicable law and the Bylaws.
2. The Board is responsible for supervision and control of the executive bodies and the management team to whom it delegates day to day management of the Company, as well as verification that they act in accordance with the approved strategies and established objectives.
3. The Board may not delegate those responsibilities which are reserved for its direct authority in accordance with applicable law, nor may it delegate any other power necessary for the responsible exercise of its general supervisory and control duties.
4. Administrative bodies and persons to whom authority has been delegated may, under urgent circumstances, make decisions on matters reserved for the Board, which shall be brought before the Board for ratification at the first Board meeting held after the decision is taken.
5. The Board shall take appropriate measures to ensure that:
6. 1. No person or group of persons have decision-making power not subject to checks and balances.
   2. No shareholder receives favourable or preferential treatment relative to other shareholders.

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

4

Article 6. Criteria for Board Action

1. The Board of Directors shall act always governed by the common purpose of promoting protection of the Company's interest, understood to mean attainment of a profitable and sustainable business in the long term which ensures its continuity and maximisation of the Company's value.
2. The Board shall see to it that Company management pursues Company interest as defined in the preceding paragraph and that it has proper incentives to do so.
3. In pursuit of creation of value and protection of Company interest, the Board will respect laws and regulations; act in good faith, ethically, and with respect for generally accepted good practices; and will seek to reconcile Company interests with the legitimate interests of customers, employees, suppliers, investors and other Company stakeholders that may be affected, as well as the impact of the Company's activities on the community as a whole.

1. Composition of the Board

Article 7. Classes of Directors

Directors are classified in accordance with criteria established by applicable law.

The Company, through its website, will keep the information about its Directors up to date.

Article 8. Qualitative Composition

1. In exercising its powers to propose nominees at Meetings as well as co-optation for coverage of temporary vacancies, the Board shall act on the criteria that Proprietary and Independent Directors represent a large majority of the Board and that the number of Executive Directors be the minimum necessary, considering the complexity of the Company and the percentage of Executive Directors' equity interest in the Company.
2. The Board shall also ensure that the percentage of Proprietary Directors as a total of Non-Executive Directors is not greater than the percentage of the Company's capital represented by those Proprietary Directors. This criterion may be relaxed where: (i) there are few significant shareholders; or (ii) where there are several shareholders represented on the Board without ties to each other.

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

5

1. In order to strike a reasonable balance between Proprietary Directors and Independent Directors, the Board shall consider the Company's shareholder structure, taking into account the magnitude of equity interest in absolute and comparative terms, as well as the degree of permanence and strategic links of the shareholders with the Company.
2. The Board and the Appointments, Remuneration and Corporate Governance Committee shall ensure that the selection of persons to serve as Director is carried out in accordance with a policy aimed at promoting an appropriate composition of the Board, which: (i) is concrete and verifiable (ii) is aimed at promoting diversity of knowledge, experience, age, gender, and cultural, while avoiding biases that may lead to discrimination; and (iii) ensures that nominations are based on the outcome of the prior analysis of the competencies required by the Board and conform to the Company's profile.

Article 9. Quantitative Composition

1. The Board of Directors shall consist of a number of Directors determined at the General Shareholders' Meeting, within the maximum and minimum set out in the Bylaws.
2. The Board shall make a proposal to the General Shareholders' Meeting as to the number of Directors who, in accordance with the circumstances of the Company at all times, is most appropriate to ensure proper representation of shareholders and the effective functioning of the Board.

IV. Board Positions

Article 10. Chairmanship and Deputy Chairmanship of the Board

1. The Board's Chairman/Chairwoman shall be elected from among its members, following a report by the Appointments, Remuneration and Corporate Governance Committee, and he or she shall be the person who is ultimately responsible for leading the Board of Directors and ensuring that it functions efficiently. Where the Chairman/Chairwoman has the status of the Company's chief executive, the Board shall delegate to him or her the powers necessary for the effective performance of his or her post.
2. The Chairman/Chairwoman of the Board shall exercise the chairmanship of the Company in accordance with the provisions of applicable law, the Bylaws and the Board Regulations.

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

6

1. The Chairman/Chairwoman has the power to: (i) convene the Board of Directors; (ii) set the agenda for its meetings, chair them, and lead discussions; and (iii) perform any other duty which he/she is entrusted by the Board of Directors.
2. The Chairman/Chairwoman shall ensure that: (i) Directors receive adequate information on matters to be discussed well in advance of Board Meetings and (ii) Directors actively participate at Board Meetings, safeguarding their freedom to advocate points of view and express their opinions, maintaining at all times effectiveness in the workings of the Board.
3. As the person responsible for the effective functioning of the Board of Directors, the Chairman/Chairwoman shall: (i) submit an annual calendar of dates and issues for discussion at regular meetings; (ii) organise and coordinate the regular appraisal of the Board; and (iii) ensure that sufficient time is devoted to discussing strategic issues and that the programmes for the updating of the know-how required by each board member are recalled and reviewed, when the circumstances make this advisable.
4. The Board shall meet once a year to evaluate the work of the Chairman/Chairwoman of the Board in his or her capacity as such and, separately, as chief executive, if applicable. During the discussions for that evaluation, the Chairman/Chairwoman shall be absent and the Board chaired by a Deputy-Chairman/Chairwoman or the Lead Independent Director when appropriate.
5. The Board must appoint a Deputy-Chairman/Chairwoman from among the Independent Directors, and it may also appoint other deputy chairs.
6. In the absence of the Chairman/Chairwoman the Deputy- Chairman/Chairwoman will take his/her place and, in the event that there is more than one, the person who has held the position longest shall preside. In the absence of the Deputy-Chairman/Chairwoman, the Lead Independent Director shall preside. In the absence of all of the foregoing, the Chairman/Chairwoman will be replaced by the Director chosen by the Board itself.

Article 11. Lead Independent Director

1. Following a proposal from the Appointments, Remuneration and Corporate Governance Committee, the Board of Directors may appoint a Lead Independent Director from among the Independent Directors. While this person is being appointed, which must occur when the position of Chairman/Chairwoman of the Board of Directors is held by an Executive Director, all the Executive Directors must abstain.

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

7

2. The Lead Independent Director shall be empowered to do the following: (i) request the convening of the Board of Directors or the inclusion of new items on the agenda of a Board Meeting already convened; (ii) meet with and coordinate Non-Executive Directors; (iii) lead the regular evaluation of the Chairman/Chairwoman of the Board;

1. chair the Board of Directors in the absence of the Chairman/Chairwoman and Deputy-Chairs, if any; (v) voice the concerns of Non-Executive Directors; (vi) maintain contacts with investors and shareholders in order to understand their views and form an opinion regarding their concerns, in particular as regards corporate governance of the Company; (vii) coordinate the succession plan of the Chairman/Chairwoman; and (viii) exercise any other powers invested under the Bylaws or these Regulations.

Article 12. The Board Secretary

1. The functions of Secretary of the Board shall be exercised by the person appointed by the Board. The Secretary of the Board need not be a Director. The appointment, remuneration and dismissal of the Secretary shall be approved by the Board, following a report from the Appointments, Remuneration and Corporate Governance Committee.
2. The Secretary is responsible for: (i) assisting the Chairman/Chairwoman in his or her work directed toward the proper functioning of the Board; (ii) facilitating receipt by Directors of information necessary for the performance of their duties well in advance of each Board Meeting and in the appropriate format; (iii) providing legal advice to members of the Board; (iv) keeping the minute books and associated documents within the confines of the Company premises; and (v) reflecting in said minutes the proceedings of meetings, attesting to their contents and the resolutions adopted.
3. The Secretary of the Board shall ensure the substantive and procedural legality of the acts and resolutions of the Board and its Committees; respect for its governing regulations and procedures; and that the Board takes into account those corporate governance recommendations applicable to the Company in the course of its proceedings.
4. The Secretary shall also exercise all duties pertaining to him or her by applicable law and the Bylaws as regards calls to meeting and the constitution, adoption, certification, formalization and implementation of Board resolutions and those of its Committees and shall be responsible for verifying that, where necessary, financial reports have been signed by all Directors and forwarded to the Comisión Nacional del Mercado de Valores ("Spanish National Securities Markets
   Commission"). In addition, when General Shareholders' Meetings are convened and held, the Secretary will perform the duties for which he/she is responsible by law and in accordance with the Bylaws or

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

8

Regulations.

1. The Secretary of the Board may simultaneously hold the position of in- house counsel to the Company. When he or she holds both positions simultaneously, appointment as counsel shall be made to a law professional of proven prestige and experience.
2. The Board may appoint a Deputy Secretary, who need not be a Director, to assist the Secretary of the Board in his or her duties and substitute for the Secretary in the event of absence or vacancy in the post. The appointment and dismissal of the Deputy Secretary shall be approved by the Board, following a report by the Appointments, Remuneration and Corporate Governance Committee. Unless otherwise decided by the Board, the Deputy Secretary shall attend its meetings.
3. In the absence of the Secretary and the Deputy Secretary, their duties shall be performed by a board member with legal training. In the event that more than one person is eligible, the youngest of these shall be appointed.

1. Proceedings of the Board

Article 13. Board Meetings

1. At the beginning of the fiscal year, the Board shall establish a calendar of dates and matters for discussion at the regular meetings which it plans to hold.
2. The Board shall meet at least eight times per year. However, the Chairman/Chairwoman shall convene as many meetings as are necessary for the proper analysis and treatment of matters within the
   Board's purview.
3. The Chairman/Chairwoman shall convene the Board if formally requested by a Deputy-Chairman/Chairwoman, one third of the Directors or the Lead Independent Director. In the absence of the Chairman/Chairwoman, or if the Chairman/Chairwoman does not honour the request without good cause within one month, any Deputy- Chairman/Chairwoman, Lead Independent Director, or Directors constituting at least one third of the members of the Board may convene a meeting by production of an agenda with the matters to be discussed.
4. Any Director may propose matters to be discussed by the Board and insist on the inclusion of items on the agenda of Board meetings.
5. Ordinary meetings may be convened by e-mail, letter or any other valid

Regulations of the Board of Directors and its Committees for Indra Sistemas, S.A.

9