CORPORATE GOVERNANCE

Substrate AI believes that good corporate governance is an essential factor for the generation of value, the improvement of economic efficiency and the reinforcement of investor confidence, through an adequate segregation of functions, duties and responsibilities among the company's governing and administrative bodies.

Substrate AI has an organizational structure and an internal control system that allows it to comply with the reporting obligations imposed by Circular 3/2020, of July 30, on information to be provided by companies listed for trading in the BME Growth segment of BME MTF Equity.

The Issuer's management team has the necessary experience and training to ensure the Issuer's compliance with these obligations. It is formed by Lorenzo Serratosa, Chairman of the Issuer, José Iván García, CEO of the Issuer, and Nicolás Damiá Serratosa, CFO of the Issuer.

Conflict of interest
The issuer has approved a Conflict of Interest Policy which forms part of the corporate governance system and is intended to establish the procedures to be followed in the prevention or, as the case may be, treatment of conflicts of interest in which shareholders, members of the Board of Directors, Executives and other employees may find themselves in their relations with the Company, as well as with respect to conflicts that may arise with customers, suppliers and other stakeholders.

Aquis Rules Complianece Committee
Formed by Lorenzo Serratosa, Nicolás Damiá, Marta Gómez (Administration Manager) and Carmen Damiá (CMO).

Audit Committee
In addition, the issuer has an internal audit committee reporting to the board of directors and chaired by directors Jesús Mota and Christopher Dembik, which is responsible for the following tasks on a monthly basis:

• To report to the General Shareholders' Meeting on matters within its competence.
• Supervise the effectiveness of the Company's internal control, internal audit and risk management systems, including tax risks, and discuss with the auditor any significant weaknesses in the internal control system detected during the audit.
• Supervise the process of preparation and presentation of mandatory financial information.
• To submit to the Board proposals for the selection, appointment, reappointment and replacement of the auditor, as well as the terms and conditions of his engagement, and to regularly gather information on the audit plan and its execution, in addition to preserving his independence in the performance of his duties.
• Establish the appropriate relations with the auditor to receive information on those matters that may jeopardize its independence, for examination by the Committee, and any other matters related to the process of auditing the accounts, as well as any other communications provided for in the legislation on auditing the accounts and in the auditing standards.
• To issue annually, prior to the issuance of the audit report, a report expressing an opinion on the independence of the auditor.
• To be aware of the tax policies applied by the Company.
• Oversee the implementation of the Company's corporate social responsibility policy and monitor corporate social responsibility strategy and practices.
• Evaluate those issues related to the Company's non-financial risks, including operational, technological, legal, social, environmental, political and reputational risks, as well as coordinate the reporting process of non-financial information.
• To report, in advance, to the Board on all matters provided for in the law, the Bylaws and the Board Regulations and, in particular, on:
• The financial information that the Company must periodically make public;
• The creation or acquisition of shares in special purpose entities or entities domiciled in countries or territories that are considered tax havens; and transactions with related parties.

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