English_IFA Fluidra SA


2025 Annual Financial Report	11


	2025 ANNUAL ACCOUNTS	FINANCIAL STATEMENTS
Contents

FLUIDRA, S.A.

STATEMENTS OF FINANCIAL POSITION

31 DECEMBER 2025 AND 2024

(Expressed in thousands of euros)


Assets	Notes	31/12/2025	31/12/2024
Intangible assets	4	11,810	12,584
Property, plant and equipment	5	5,954	9,711
Equity instruments in Group companies	7	1,456,722	1,455,588
Non-current investments	8	212	214
Other financial assets		212	214
Deferred tax assets	21	20,088	14,780
Total non-current assets		1,494,786	1,492,877
Trade and other receivables	9	33,106	69,986
Current loans to Group companies	7	119,841	44,213
Current accruals		6,157	9,835
Cash and cash equivalents		33	33
Total current assets		159,137	124,067
Total assets		1,653,923	1,616,944
Equity
Capital and reserves	10	1,593,261	1,537,304
Share capital		192,129	192,129
Share premium		1,148,591	1,148,591
Reserves		136,436	102,780
Profit/(loss) for the year		167,307	144,211
Own shares and equity holdings		(51,202)	(50,407)
Grants, donations and bequests received		1,048	1,048
Total equity		1,594,309	1,538,352
Liabilities
Non-current provisions	11	15,162	14,901
Total non-current liabilities		15,162	14,901
Current debt with Group companies and associates	13	6,397	27,026
Trade and other payables	14	38,055	36,665
Total current liabilities		44,452	63,691
Total liabilities		59,614	78,592
Total equity and liabilities		1,653,923	1,616,944

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.


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	2025 ANNUAL ACCOUNTS	FINANCIAL STATEMENTS
Contents

FLUIDRA, S.A.

INCOME STATEMENTS

31 DECEMBER 2025 AND 2024

(Expressed in thousands of euros)


	Notes	31/12/2025	31/12/2024
Revenue	18	276,555	261,222
Dividend income		215,153	179,346
Services rendered		61,402	81,876
Self-constructed assets		1,215	942
Other operating income		14,491	9,658
Non-trading and other operating income		14,491	9,658
Personnel expense	16	(62,189)	(49,535)
Salaries and wages		(51,582)	(40,405)
Employee benefits expense		(10,607)	(9,130)
Other operating expenses		(68,861)	(78,757)
External services		(69,037)	(78,498)
Taxes		(148)	(164)
(Charges) /Reversals due to impairment of non-current assets		324	(95)
Amortisation and depreciation	4 & 5	(5,304)	(4,670)
Impairment and gains/(losses) on disposal of fixed assets		(321)	(1)
Results from operating activities		155,586	138,859
Finance income		1,827	1,695
Group companies and associates		1,827	1,693
Other		—	2
Finance cost		(2,121)	(3,472)
Debt with Group companies and associates		(765)	(1,962)
Debt with others		(1,356)	(1,510)
Exchange gains/(losses)		(763)	418
Financial result		(1,057)	(1,359)
Profit/(loss) before tax		154,529	137,500
Income tax	21	12,778	6,711
Profit/(loss) for the year from continuing operations		167,307	144,211

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.


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	2025 ANNUAL ACCOUNTS	FINANCIAL STATEMENTS
Contents

FLUIDRA, S.A.

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

(Expressed in thousands of euros)


	31/12/2025	31/12/2024
Profit/(loss) for the year	167,307	144,211
Income and expense recognised directly in equity	—	—
Grants, donations and bequests received	—	—
Tax effect	—	—
Total income and expense recognised directly in equity	—	—
Total recognised income and expense	167,307	144,211

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.


2025 Annual Financial Report	14

FLUIDRA, S.A.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

(Expressed in thousands of euros)


	Equity attributable to equity holders of the Parent
		Share	Legal	Other	Profit/(loss)	Treasury	Grants, donations and
	Share capital	premium	reserve	reserves	for the year	shares	bequests received	Total
Balance at 1 January 2024	192,129	1,148,591	39,125	(48,818)	203,292	(42,155)	1,048	1,493,212
Profit/(loss) for the year	—	—	—	—	144,211	—	—	144,211
Total recognised income and expense in the year	—	—	—	—	144,211	—	—	144,211
Transactions with own shares or holdings (net)	—	—	—	8,603	—	(8,252)	—	351
Distribution of dividends	—	—	—	—	(104,408)	—	—	(104,408)
Equity-based payments	—	—	—	4,986	—	—	—	4,986
Other changes in equity	—	—	—	98,884	(98,884)	—	—	—
Balance at 31 December 2024	192,129	1,148,591	39,125	63,655	144,211	(50,407)	1,048	1,538,352
Profit/(loss) for the year	—	—	—	—	167,307	—	—	167,307
Total recognised income and expense in the year	—	—	—	—	167,307	—	—	167,307
Transactions with own shares or holdings (net)	—	—	—	490	—	(795)	—	(305)
Distribution of dividends	—	—	—	—	(113,906)	—	—	(113,906)
Equity-based payments	—	—	—	2,861	—	—	—	2,861
Other changes in equity	—	—	—	30,305	(30,305)	—	—	—
Balance at 31 December 2025	192,129	1,148,591	39,125	97,311	167,307	(51,202)	1,048	1,594,309

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.


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	2025 ANNUAL ACCOUNTS	FINANCIAL STATEMENTS
Contents

FLUIDRA, S.A.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

(Expressed in thousands of euros)


	Notes	2025	2024
Cash flows from operating activities
Profit /(loss) for the year before tax		154,529	137,500
Adjustments for:
Amortisation and depreciation	4 & 5	5,304	4,670
Finance income		(1,827)	(1,695)
Finance cost		2,121	3,472
Change in provisions		(324)	(879)
Expenses for share-based payments		2,351	2,412
Exchange (gains)/losses		763	(418)
Changes in operating assets and liabilities:
Trade and other receivables		17,192	(37,820)
Trade and other payables		1,931	6,061
Interest received		1,796	1,666
Interest paid		(2,121)	(3,068)
Income tax received/(paid)		25,522	(1,017)
Cash flows from/(used in) operating activities		207,237	110,884
Cash flows from/(used in) investing activities
Payments for investments in property, plant and equipment	5	(1,931)	(3,770)
Payments for the acquisition of intangible assets	4 & 13	(3,698)	(6,954)
Payments for investments in financial assets	7 & 8	2	(50)
Proceeds from the sale of intangible assets		352	62
Proceeds from the sale of property, plant and equipment		4,503	—
Cash flows from/(used in) investing activities		(772)	(10,712)
Cash flows from/(used in) financing activities
Acquisition of own equity instruments		(107,956)	(108,868)
Disposal of equity instruments		107,631	109,219
Issue of bank borrowings and other marketable securities		188,900	121,300
Net proceeds/(payments) on debt with Group companies and associates		(93,102)	28,880
Redemption and repayment of bank borrowings and other marketable securities		(188,900)	(146,300)
Dividends paid		(113,038)	(104,408)
Cash flows from/(used in) financing activities		(206,465)	(100,177)
Increase /(decrease) in cash and cash equivalents		—	—
Disposal of own equity instruments		—	(5)
Effect of currency translation differences on cash flows		33	38
Cash and cash equivalents at year end		33	33

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.


2025 Annual Financial Report	16


	2025 ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

1. NATURE, PRINCIPLE ACTIVITIES

AND COMPOSITION OF THE GROUP

Fluidra, S.A. (hereinafter the Company) was incorporated as a

limited liability company under Spanish law for an indefinite

period in Girona, Spain, on 3 October 2002 under the name

Aquaria de Inv. Corp., S.L., and changed to its current name on

17 September 2007.

The Company’s corporate purpose and activity consists of the

holding and use of equity shares, securities and other stock, and

advising, managing and administering the companies in which

the Company holds an ownership interest.

The Company’s registered address is located in the municipal

area of Sant Cugat del Vallès (Avda. Alcalde Barnils 69, 08174

Sant Cugat del Vallès, Barcelona, Spain).

The Company is the parent of a group of companies. The

Group’s activity consists of the manufacture and marketing of

specific accessories and machinery for swimming-

pools, irrigation and water treatment and purification. The

Group operates globally with a particular presence in EMEA

(Europe, the Middle East and Africa) and in North America.

Fluidra, S.A. is the parent company of the Group comprising

the subsidiaries detailed in accompanying Appendix I

(hereinafter Fluidra Group or the Group). Additionally, the

Group holds ownership interests in other entities as detailed in

Appendix I also.

Share capital is represented by 192,129,070 ordinary shares

with a par value of €1 each, fully subscribed and paid up.


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	2025 ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

2. BASIS OF PRESENTATION

a) TRUE AND FAIR VIEW

The annual accounts at 31 December 2025 have been prepared

on the basis of the accounting records of the Company and in

accordance with prevailing legislation and the Spanish General

Chart of Accounts, to give a true and fair view of the equity and

financial position at 31 December 2025 and results of operations,

changes in equity, and cash flows for the year then ended.

The Company's directors expect these 2025 annual accounts to

be approved by shareholders at their general meeting without

significant modification.

The annual accounts are presented in thousands of euros

rounded off to the nearest thousand. The euro is the Company's

functional and presentation currency.

b) COMPARATIVE INFORMATION

For comparative purposes, the annual accounts include the

2025 figures in addition to those of the prior year for each item

of the balance sheet, the income statement, the statement of

changes in equity, the statement of cash flows and the notes

thereto, which were part of the 2024 annual accounts, approved

by shareholders at their general meeting on 7 May 2025.

c) GROUP COMPANIES

As mentioned in Note 7, the Company has stakes in subsidiaries.

As a result, the Company is the parent of a Group of companies

in accordance with current legislation. In addition to these

individual annual accounts, on 24 March 2026 the directors

authorised for issue the consolidated annual accounts of

Fluidra, S.A. and subsidiaries at December 2025, in accordance

with International Financial Reporting Standards adopted by the

European Union (IFRS-EU), which show profit attributable to the

equity holders of the Parent of €176,026 thousand (profit of

€138,068 thousand in 2024) and equity of €1,600,571 thousand

(€1,657,194 thousand in 2024). The consolidated annual

accounts will be filed at the Barcelona Companies Registry.

d) CRITICAL ISSUES REGARDING THE

VALUATION AND ESTIMATION OF

RELEVANT UNCERTAINTIES AND

JUDGEMENTS USED WHEN APPLYING

ACCOUNTING PRINCIPLES

Relevant accounting estimates and judgements and other

estimates and assumptions have to be made when applying the

Company’s accounting principles to prepare the annual

accounts. A summary of the items requiring a greater degree of

judgement or which are more complex, or where the

assumptions and estimates made are significant to the

preparation of the annual accounts, is as follows:

• Significant accounting estimates and key assumptions and

judgements when applying accounting policies

In the Company's 2025 and 2024 annual accounts, estimates

were used by management in order to quantify certain assets,

liabilities, income, expenses and commitments reported

therein. These estimates basically refer to:

Impairment of investments in Group

companies and associates:

An impairment analysis of investments in Group companies and

associates includes an analysis of their recoverable amount,

which is understood to be the higher of the fair value less costs

to sell and the present value of the cash flows expected to be

received. This recoverable amount is calculated using cash flow

projections based on past results and trend expectations for

each of the markets (see Note 3, section e). The calculation of

recoverable amount requires the use of estimates by

management. The key assumptions used to determine fair value

less costs to sell and the value in use include growth rates,

profitability, the discount rate and tax rates. The estimates,

including the methodology used, could have a significant impact

on values and impairment loss. In addition, the capitalisation

value is used as a reference.

The fair value of the commitment to the Company’s

management team to acquire an ownership interest in the

Company’s share capital (see Note 19 a).

• Reasons that justify the classification of income from

dividends and impairment losses on non-current assets in

operating results (see Note 3 e), section vii and Note 16).

• Changes in accounting estimates

Although estimates are calculated by the Company's directors

based on the best information available at 31 December 2025

and 2024, future events may require changes to these estimates

in subsequent years. Any effect on the annual accounts of

adjustments made in future reporting periods is recognised

prospectively.


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	2025 ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting principles and measurement criteria contained

in the Spanish General Chart of Accounts have been used to

prepare the annual accounts at 31 December 2025 and 2024.

The most significant principles are summarised as follows:

a) FOREIGN CURRENCY TRANSACTIONS,

BALANCES AND CASH FLOWS

Foreign currency transactions have been translated into euros

using the exchange rate prevailing at the transaction date.

Monetary assets and liabilities denominated in foreign currency

are translated to euros at the closing exchange rate, while non-

monetary items measured at historical cost are translated at the

exchange rate prevailing at the transaction date.

In the cash flow statement, cash flows from foreign currency

transactions have been translated into euros at the exchange

rates at the dates the cash flows occur.

The effect of exchange rate fluctuations on cash and cash

equivalents denominated in foreign currency is presented under

a separate caption in the statement of cash flows as Effect of

exchange rate fluctuations.

Exchange gains and losses arising on the settlement of foreign

currency transactions and on the translation into euros of

monetary assets and liabilities denominated in foreign

currencies are recognised in profit or loss.

b) INTANGIBLE ASSETS

Intangible assets are measured at cost of acquisition or

production. The production cost of inventories includes the

acquisition cost of the asset, other consumables and the costs

directly related to the units produced and a systematically

calculated portion of either the variable or fixed indirect costs

incurred during the transformation process.

Production costs are capitalised in the income statement under

Self-constructed assets. Intangible assets are presented in the

balance sheet at cost, less any accumulated amortisation and

impairment allowances.

Subsequent costs incurred in intangible assets are recorded as

expenses, unless they increase the future economic benefits

expected from the assets.

i) Computer software

Computer software acquired and produced by the Company,

including website development costs, is recognised when it

meets the conditions for consideration as development costs.

Payments made to develop a website for promotional purposes

or to advertise the Company's products or services are

recognised as an expense when incurred.

Computer software maintenance costs are charged as expenses

when incurred.

ii) Research and development

Expenses related to research activities are recognised as an

expense in the income statement when incurred.

The Company capitalises the development costs incurred in

specific and individualised projects that meet the following

conditions:

• Payments attributable to the performance of the project can

be measured reliably.

• The allocation, assignment and timing of costs for each

project are clearly defined.

• There is evidence of the project's technical success, in terms

of direct operation or sale to a third party of the results

thereof once completed and if a market exists.

• The economic and commercial feasibility of the project is

reasonably assured.

• Financing to develop the project, the availability of adequate

technical and other resources to complete the development

and to use or sell the resulting intangible asset are reasonably

assured.

• There is an intention to complete the intangible asset for its

use or sale.

If the Company is unable to distinguish the research stage from

the development stage, the costs incurred are recognised as

research expenses.

Costs recognised in profit or loss in previous years cannot

subsequently be capitalised when they meet these conditions.

Upon registration in the corresponding Public Registry,

development expenses are reclassified to the caption Patents,

licences, trademarks and other similar items.

iii) Useful life and amortisation

The Company assesses the intangible asset's useful life to be

either finite or indefinite. An intangible asset is deemed to have

an indefinite useful life when there is no foreseeable limit to

when it will generate net cash flows.


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	2025 ANNUAL ACCOUNTS	FINANCIAL REPORT
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Intangible assets with finite useful lives are amortised by

systematically allocating the amortisable amount over their

useful lives using the following criteria:


	Amortisation method	Estimated years of useful life
Patents and brands	Straight-line basis	5-10
Computer software	Straight-line basis	4-5

To this end, amortisable amount is understood as acquisition

cost less residual value, if applicable.

The Company deems the residual value of assets to be zero,

unless:

a) There is a commitment from a third part to purchase the

asset at the end of its useful life.

b) There is an active market for the intangible asset and:

i. Residual value can be determined using this market; and

ii. It is likely that this market subsists at the end of the

useful life of the asset.

The Company reviews the residual value, useful life and

amortisation method of intangible assets at the end of each

reporting period. Changes to initially established criteria are

accounted for as a change in accounting estimates.

In accordance with Royal Decree 602/2016 of 2 December,

modifying the General Chart of Accounts, goodwill and

intangible assets with an indefinite useful life will be amortised

over a maximum period of 10 years. No goodwill or intangible

assets with indefinite useful life are included on the Company's

balance sheet.

iv) Impairment

The Company measures and determines valuation allowances

for impairment of intangible assets and any reversals thereof in

accordance with the criteria described in the section on

property, plant and equipment.

c) PROPERTY, PLANT AND EQUIPMENT

i) Initial recognition

Property, plant and equipment are measured at cost of

acquisition or production. The production cost of inventories

includes the acquisition cost of the asset, other consumables

and the costs directly related to the units produced and a

systematically calculated portion of either the variable or fixed

indirect costs incurred during the production process.

Production costs are capitalised in the income statement under

Self-constructed assets. Property, plant and equipment are

presented in the balance sheet at cost, less any accumulated

depreciation and impairment allowances.

ii) Depreciation

Property, plant and equipment items are depreciated by

allocating their depreciable amount on a systematic basis over

their useful lives. To this end, depreciable amount is understood

as acquisition cost less residual value. The Company determines

the depreciation charge separately for each component of an

item of property, plant and equipment with a cost that is

significant in relation to the total cost of the asset and with a

useful life that differs from the remainder of the asset.

Property, plant and equipment are depreciated using the

following criteria:


	Depreciation method	Estimated years of useful life
Other installations, equipment and furniture	Straight-line basis	5-12
Other property, plant and equipment	Straight-line basis	4-8

The Company reviews the residual value, useful life and

depreciation method of property, plant and equipment at the

end of each reporting period. Changes to initially established

criteria are accounted for as a change in accounting estimates.

iii) Subsequent costs

Subsequent to initial recognition of the asset, only the costs

incurred which increase capacity or productivity or which

lengthen the useful life of the asset are capitalised. The carrying

amount of parts that are replaced is derecognised. Costs of

servicing are recognised in profit and loss as incurred.

Replacements of property, plant and equipment which meet the

requirements for capitalisation are recognised together with a

reduction of the carrying amount of the items replaced. In those

cases in which the cost of the replaced items has not been

depreciated separately and it is not practicable to determine the

carrying amount thereof, the cost of the replacement is used as

an indication of the cost of the replaced item at the date it was

acquired or constructed.

• Impairment of non-financial assets subject to

amortisation or depreciation

The Company assesses whether there are indications of

possible impairment losses to verify whether the carrying

amount of these assets exceeds the recoverable amount. The

recoverable amount is the higher of the fair value less costs to

sell and the value in use. Additionally, and regardless of the

existence of any indication of impairment, the Company tests

intangible assets not yet ready to be put to use for potential

impairment at least annually.

The calculation of an asset's value in use reflects an estimate of

the future cash flows expected to derive from the asset,

expectations about possible variations in the amount or timing

of those future cash flows, the time value of money, the price

for bearing uncertainty inherent in the asset and other factors

that market participants would reflect in pricing the future cash

flows expected to derive from the asset. Impairment losses are

recognised in the income statement and are only reversed if

there has been a change in the estimates used to calculate the

asset's recoverable amount.


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Contents

Where the Company has reasonable doubts as to the technical

success or financial and commercial feasibility of in-progress

research and development projects, the amounts in the balance

sheet are recognised directly in losses on the disposal of

intangible assets in the income statement and may not be

reversed.

Recoverable amount is determined for an individual asset,

unless the asset does not generate cash inflows that are largely

independent of those from other assets or groups of assets. If

this is the case, recoverable amount is determined for CGU to

which the asset belongs.

Any reversals of impairment losses are charged to the income

statement. The increased carrying amount of an asset

attributable to a reversal of an impairment loss cannot exceed

the carrying amount that would have been determined (net of

amortisation or depreciation) had no impairment loss been

recognised for the asset. After an impairment loss or reversal of

an impairment loss is recognised, the depreciation

(amortisation) charge for the asset is adjusted in future periods

based on its new carrying amount.

d) LEASES

i) Lessee accounting

The Company has the right to use certain assets under lease

agreements.

Leases in which, at the start of the agreement, the Company

assumes substantially all the risks and rewards incidental to

ownership of the leased asset are classified as finance leases; all

other leases are classified as operating leases.

• Operating leases

Lease payments under an operating lease, net of incentives

received, are recognised as an expense on a straight-line basis

over the lease term, unless another systematic basis is more

representative of the time pattern of the lease's benefit.

Contingent rents are recognised as an expense when it is

probable that they will be incurred.

e) FINANCIAL INSTRUMENTS

i) Classification and separation of financial

instruments

A financial instrument is classified upon initial recognition as a

financial asset, a financial liability or an equity instrument, when

it becomes party to the contract or legal transaction, in

accordance with the terms set out therein, either as issuer or

investor or buyer thereof.

Furthermore, for measurement purposes financial instruments

are classified into financial assets and liabilities at fair value

through profit or loss, loans and receivables, debt and payables,

investments in the equity of Group companies, joint ventures

and associates and financial liabilities. They are classified under

the categories above in accordance with the characteristics of

the instrument and the purpose that influenced their purchase.

Regular purchases and sales of financial assets are recognised

on the trade date; i.e. the date on which the Company commits

to purchase or sell the asset.

ii) Offsetting principles

A financial asset and a financial liability are offset only when the

Company has a legally enforceable right to offset the recognised

amounts and intends either to settle on a net basis, or to realise

the asset and settle the liability simultaneously.

iii) Financial assets and liabilities at fair value

through profit or loss

This heading includes derivative financial instruments that have

not been designated as hedging instruments.

Equity instruments that are not listed on an active market and

whose fair value cannot be reliably measured are not classified

into this category.

Financial assets and liabilities at fair value through profit or loss

are initially recognised at fair value. Transaction costs directly

attributable to the purchase or issue are recognised as an

expense in the income statement as incurred.

After initial recognition, they are recorded at fair value through

profit or loss. Fair value is not reduced by transaction costs

incurred on sale or disposal. Accrual interest and dividends are

recognised separately.

iv) Loans and receivables

Loans and receivables comprise trade and non-trade receivables

with fixed or determinable payments that are not quoted in an

active market other than those classified in other financial asset

categories. Financial assets included in this category are initially

measured at fair value, including transaction costs, and are

subsequently measured at amortised cost using the effective

interest rate method.

v) Investments in the equity of Group

companies, joint ventures and associates

The investments included in this category are initially measured

at cost, which equals the fair value of the consideration paid

plus the directly attributable transaction costs. That is to say,

inherent transaction costs are capitalised.

Group companies are those over which the Company, either

directly, or indirectly through subsidiaries, exercises control as

defined in article 42 of the Spanish Code of Commerce, or when

the companies are controlled by one or more individuals or

entities acting jointly or under the same management through

agreements or statutory clauses.

Control is the power to govern the financial and operating

policies of an entity or business so as to obtain profits from its

activities. In assessing control, potential voting rights held by the

Company or other entities that are exercisable or convertible at

the end of each reporting period are considered.


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Associates are defined as the entities over which the Company

has significant influence, either directly or through other

subsidiaries. Significant influence is the power to participate in

the financial and operating policy decisions of a company but no

control or joint control over it is held. The existence of potential

voting rights that are exercisable or convertible at the end of

each reporting period, including potential voting rights held by

the Company or other companies, are considered when

assessing whether an entity has significant influence.

After initial recognition, they are measured at cost less any

accumulated impairment, if applicable.

If an investment no longer meets the conditions for

classification in this category, it is reclassified to available for

sale investments and it is measured as such from the date of

reclassification.

At least at year end, the necessary value adjustments are carried

out provided there is objective evidence that the carrying value

of an investment will not be recoverable. Impairment loss is

measured as the difference between the carrying amount and

the recoverable amount, the latter of which is understood to be

the higher of the fair value less costs to sell and the present

value of estimated future cash flows from the investment (see

section ix).

vi) Interest and dividends

Interest is recognised using the effective interest rate method.

Dividends from investments in equity instruments are

recognised when the Company is entitled to receive them and

they are recorded under revenue given the Company's

business activity. If the dividends are clearly derived from

profits generated prior to the acquisition date because

amounts higher than the profits generated by the investment

since acquisition have been distributed, the carrying amount of

the investment is reduced.

vii) Fair value

Fair value is the amount for which an asset could be exchanged

or a liability settled between knowledgeable, willing buyers and

sellers on an arm's length basis. The Company generally applies

the following systematic hierarchy to determine the fair value of

financial assets and financial liabilities:

• Firstly, the Company applies the quoted prices of the most

advantageous active market to which it has immediate access,

adjusted where necessary to reflect any difference in credit

risk between the instruments commonly traded and the

instrument being measured. For this purpose, the bid price is

used for assets purchased or liabilities to be issued and the

offer price for assets to be purchased or liabilities issued. If

the Company has assets and liabilities that offset market risks

against each other, average market prices are used for the

offset risk positions, applying the appropriate price to the net

position.

• If there are no market prices available, the prices of recent

transactions are used, adjusted for conditions.

• Otherwise, the Company applies generally accepted valuation

techniques using, insofar as is possible, market data and, to a

lesser extent, specific Company data.

viii) Amortised cost

The amortised cost of a financial asset or liability is the amount

for which it was initially measured less repayment of the

principal, plus or less the gradual accumulated allocation or

repayment, using the effective interest rate method, of any

difference existing between the initial value and the repayment

value at maturity, less any decrease due to impairment loss or

default.

Additionally, the effective interest rate is the rate that exactly

discounts estimated future cash payments or receipts through

the expected life of the financial instrument, or shorter where

appropriate, to the carrying amount of the financial asset or

liability. For financial instruments in which the variable to which

commissions, basis points, transactions costs, discounts and

premiums are related is reviewed at market rates before

expected maturity, the amortisation period is that until the next

review of conditions.

Cash flows are estimated considering all contractual conditions

of the financial instrument, excluding future credit losses. The

calculation includes the commissions and basis points of

interest paid or received by the parties to the contract, as well as

the transaction costs and any other premium or discount. In the

event that the Company cannot reliably estimate cash flows or

the expected life of a financial instrument, contractual cash

flows over the whole contractual period are used.

ix) Impairment of financial assets

A financial asset or a group of financial assets is impaired and

impairment losses are incurred only if there is objective

evidence of impairment as a result of one or more events that

occurred after initial recognition of the asset and that event (or

events) has an impact on the estimated future cash flows of the

financial asset or group of financial assets that can be reliably

estimated.

• Impairment of financial assets measured at

amortised cost

At least at year end, the Company analyses whether there is

objective evidence of impairment of a financial asset or a group

of financial assets with similar risk characteristics assessed

collectively, as a result of one or more events occurring after

their initial recognition causing a reduction or delay in estimated

future cash flows, which may be due to debtor insolvency.

Should this evidence exist, the impairment loss is calculated as

the difference between the carrying value and the current value

of the future cash flows, including, if applicable, cash flows from

collateral and personal guarantees expected to be generated,

discounted at the effective interest rate calculated upon initial

recognition. For variable rate financial assets, the effective

interest rate corresponding to the closing date of the annual

accounts under the contractual conditions is used. The


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Company uses formula-based approaches or statistical methods

to determine impairment losses in a group of financial assets.

Impairment adjustments, and the reversal thereof when the

amount of the loss decreases due to causes relating to a

subsequent event, are recognised as expenses or income,

respectively, in the income statement. Impairment reversal is

limited to the carrying amount at which the asset would be

recognised at the reversal date had the impairment not been

recorded.

In substitution of the present value of the future cash flows, the

Company uses the market value of the instrument, provided it is

reliable enough to be deemed representative of the value the

Company may recover.

• Investments in Group companies, associates and

joint ventures and equity instruments measured

at cost

Impairment is calculated by comparing the carrying amount of

the investment with its recoverable amount. The recoverable

amount is the higher of value in use and fair value less costs

to sell.

Value in use is calculated based on the Company’s share of the

present value of future cash flows expected to be derived from

ordinary activities and from the disposal of the asset, or the

estimated cash flows expected to be received from the

distribution of dividends and the final disposal of the

investment.

Nonetheless, and in certain cases, unless better evidence of the

recoverable amount of the investment is available, when

estimating impairment of these types of assets, the investee’s

equity is taken into consideration, adjusted, where appropriate,

to generally accepted accounting principles and standards in

Spain, corrected for any net unrealised gains existing at the

measurement date.

In subsequent years, reversals of impairment losses in the form

of increases in the recoverable amount are recognised, up to

the limit of the carrying amount that would have been

determined for the investment if no impairment loss had been

recognised.

The recognition or reversal of an impairment loss is recorded in

the income statement.

Impairment of an investment is limited to the amount of the

investment, except when contractual, legal or constructive

obligations have been assumed by the Company or payments

have been made on behalf of the companies. In this last

circumstance, a provision is recognised.

x) Financial liabilities at amortised cost

The financial liabilities included in this category are initially

measured at fair value, which, unless evidence exists to the

contrary, is considered to be the transaction price, which is

equivalent to the fair value of the consideration received, less

the transaction costs directly attributable thereto. That is to say,

inherent transaction costs are capitalised.

For subsequent measurement, the amortised cost method is

used. Interest accrued is expensed in the income statement

(finance cost), using the effective interest method.

The Company derecognises all or part of a financial liability

when it either discharges the liability by paying the creditor, or is

legally released from primary responsibility for the liability

either by process of law or by the creditor.

f) CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand and demand

deposits at banks. This caption also includes other short-term

highly-liquid investments readily convertible into specific

amounts of cash that do not mature beyond three months.

The Company recognises cash payments and receipts for

financial assets and financial liabilities in which turnover is quick

on a net basis in the statement of cash flows. Turnover is

considered to be quick when the period between the date of

acquisition and maturity does not exceed six months.

The Company classifies cash flows corresponding to interest

earned and interest paid as an operating activity. Dividends

received from subsidiaries are classified as operating activities

and dividends paid by the Company, as financing activities.

g) GRANTS, DONATIONS AND BEQUESTS

Grants, donations and bequests are recorded in recognised

income and expense when, where applicable, they have been

officially awarded, the conditions attached to them have been

met or there is reasonable assurance that they will be received.

Financial liabilities comprising implicit assistance in the form of

below-market interest rates are initially recognised at fair value.

The difference between this value, adjusted where necessary for

the issue costs of the financial liability and the amount received,

is recognised as a government grant based on the nature of the

grant awarded.

h) OWN EQUITY INSTRUMENTS HELD BY

THE COMPANY

The acquisition by the Company of equity instruments is

presented separately at acquisition cost as a decrease in

shareholders' equity in the balance sheet. In the transactions

entered into with own equity instruments no profit or loss is

recognised in the income statement.

Transaction costs related to own equity instruments, including

issue costs related to a business combination, are recorded as a

decrease in reserves, net of any tax effect.

Dividends related to equity instruments are recorded as a

reduction in equity when they are approved by the shareholders

in general meeting.


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i) CLASSIFICATION OF CURRENT AND

NON-CURRENT ASSETS AND

LIABILITIES

The Company classifies assets and liabilities in the balance sheet

as current and non-current. For these purposes, assets and

liabilities are classified as current in accordance with the

following criteria:

• Assets are classified as current when they are expected to be

realised or are intended for sale or consumption in the

Company's normal operating cycle, they are held primarily for

trading, they are expected to be realized within twelve months

from the reporting date, or are cash or cash equivalents,

unless they are restricted from being exchanged or used to

settle a liability for at least twelve months after the reporting

date.

• Liabilities are classified as current when they are expected to

be settled in the Company's normal operating cycle, they are

held primarily for the purpose of trading, they are due to be

settled within twelve months after the reporting period, or the

Company does not have an unconditional right to defer

settlement of the liability for at least twelve months after the

reporting period.

• Financial liabilities are classified as current liabilities when

they are due to be settled within twelve months after the

reporting date, even if the original term was for a period

longer than twelve months, and an agreement to refinance, or

to reschedule payments, on a long-term basis is completed

after the reporting period and before the financial statements

are authorised for issue.

• Deferred tax assets and deferred tax liabilities are recognised

in the balance sheet as non-current assets and non-current

liabilities, irrespective of the expected date of recovery or

settlement.

j) TERMINATION BENEFITS

Unless otherwise justified, the Company is obliged to

compensate its employees when it terminates their services.

Termination benefits are recognised as a liability when the

Company has a detailed formal plan for the termination and

there is a valid expectation among the affected employees that

termination will arise either because the plan has already

started to be implemented or because its main characteristics

have been published.

Termination benefits for voluntary redundancy are recognised

when the scheme is announced and there is no realistic

likelihood of the offer being withdrawn. These payments are

measured based on the best estimate of the group of

employees to be included in the plan.

k) OBLIGATIONS WITH EMPLOYEES

In accordance with the agreements signed with executives, in

the event of permanent invalidity, a percentage of the previously

earned remuneration is paid yearly until death. At 31 December

2025 and 2024, there is no liability under this heading, as the

obligation has been outsourced.

l) SHARE-BASED PAYMENT

TRANSACTIONS

The Company recognises a personnel expense for all employee

services received in share-based payment transactions upon

receipt of said services, and the corresponding increase in

equity if the transaction is settled with equity instruments or the

corresponding liability if the transaction is paid with an amount

based on the value of equity instruments.

The Company recognises equity-settled share-based payments,

including non-monetary contributions to capital increases and

the corresponding increase in equity, at the fair value of the

goods or services received, unless fair value cannot be

estimated reliably, in which case value is determined by

reference to the fair value of the equity instruments granted.

Payments of equity instruments as consideration for the

services performed by the employees of the Company or third

parties providing similar services are measured by reference to

the fair value of the equity instruments granted.

Employee benefits paid in the form of equity instruments are

recognised by applying the following criteria:

• If the equity instruments granted vest immediately on the

grant date, the services received are recognised with a charge

to the income statement, with a corresponding increase under

Other equity instruments;

• If the equity instruments granted vest when the employees

complete a specified service period, those services are

accounted for during the vesting period, with a credit to Other

equity instruments.

The Company measures the fair value of the instruments

granted to employees at the grant date.

Market-related vesting conditions are taken into account when

calculating the fair value of the equity instruments granted.

Vesting conditions, other than market conditions, are taken into

account by adjusting the number of equity instruments included

in the measurement of the transaction amount so that,

ultimately, the amount recognised for services received is based

on the number of equity instruments that eventually vest.

Consequently, the Company recognises an amount for the

services received during the vesting period based on the best

available estimate of the number of equity instruments

expected to vest, revising this estimate if the number of equity

instruments expected to vest differs from previous estimates.

Once the services received and the corresponding increase in

equity have been recognised in Other equity instruments, no

additional adjustments to equity are made after the vesting

date, without prejudice to making the corresponding

reclassifications in equity.


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Contents

m) PROVISIONS

Provisions are recognised when the Company has a present

obligation (legal, contractual, constructive or tacit) as a result of

a past event; it is probable that an outflow of resources

embodying economic benefits will be required to settle the

obligation; and a reliable estimate can be made of the amount

of the obligation.

The amount recognised as a provision in the balance sheet is

the best estimate of the expenditure required to settle the

present obligation at the end of the reporting period, taking into

account all risks and uncertainties surrounding the amount to

be recognised as a provision and, where the time value of

money is material, the financial effect of discounting provided

that the expenditure to be made each period can be reliably

estimated. The discount rate is a pre-tax rate that reflects the

time value of money and the specific risks for which future cash

flows associated with the provision have not been adjusted at

each reporting date.

Single obligations are measured using the individual most likely

outcome. If the obligation involves a large population of

homogeneous items, it is measured by weighting the possible

outcomes by probability. If there is a continuous range of

possible outcomes and each point on the range has the same

probability as the others, the obligation is measured at the

average amount.

Where the Company has subcontracted the hedged risk to a

third party through a legal or contractual agreement, the

provision is recognised only for the portion of the risk assumed.

If it is no longer probable that an outflow of resources will be

required to settle an obligation, the provision is reversed.

n) REVENUE FROM THE RENDERING

OF SERVICES

Revenue from the rendering of services is recognised at the fair

value of the consideration received or receivable. Volume

rebates, prompt payment and any other discounts, as well as

the interest added to the nominal amount of the consideration

are recognised as a reduction in the consideration.

However, the Company includes interest on trade receivables

maturing in less than a year that do not specify a contractual

interest rate when the result of upgrading the cash flows is

insignificant.

Discounts given to customers are recognised as a reduction in

sales revenue when it is probable that the discount conditions

will be met.

Revenues associated with the rendering of services are

recognised in the income statement by reference to the stage

of completion at the reporting date when revenues, the stage

of completion, the costs incurred and the costs to complete

the transaction can be estimated reliably and it is probable

that the economic benefits derived from the transaction will

flow to the Company.

The company recognises revenue on ordinary activities when

control of the goods or services committed to customers is

transferred.

The company accounts for this revenue using the following

successive stages:

1. Identify the contract with the customer.

2. Identify the performance obligations.

3. Determine the transaction price or contract consideration.

4. Allocate the transaction price to the performance

obligations.

5. Recognise the revenue on ordinary activities when the

company meets each performance obligation.

Generally speaking, the Company has concluded that there is

ordinarily a single performance obligation allocated to the

transaction price and therefore no impacts from regulatory

adoption are identified.

o) INCOME TAX

Tax expense (income) comprises current tax and deferred tax.

Current tax assets or liabilities are measured at the amount

expected to be paid to or recovered from the tax authorities,

using the tax rates and tax laws that have been enacted or

substantially enacted at the reporting date.

Current and deferred income tax is recognised in profit or loss,

unless the tax arises from a transaction or event which is

recognised, in the same or a different period, outside profit or

loss, directly in equity or a business combination.

Deductions and other income tax relief granted by public

administrations as a decrease in the amount payable for this tax

are recognised as a decrease in the corporate income tax

expense in the year in which they are accrued.

The Company and other Group companies are taxed under the

consolidated tax regime. Fluidra, S.A. is the parent of this

consolidated tax group and is responsible for making the

relevant payments to the Spanish tax authorities (see Note 21).

In addition to the factors to be considered for individual taxation

set out previously, the following factors are taken into account

when determining the accrued income tax expense for the

companies forming the consolidated tax group:

• Temporary and permanent differences arising from the

elimination of profits and losses on transactions between

Group companies, derived from the process of determining

consolidated taxable income.

• Deductions and credits corresponding to each company

forming the consolidated tax group. For these purposes,

deductions and credits are allocated to the company that

carried out the activity or obtained the profit necessary to

obtain the right to the deduction or tax credit.


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Contents

Temporary differences arising from the elimination of profits

and losses on transactions between tax group companies are

allocated to the company which recognised the profit/loss and

are measured using the tax rate of that company.

A reciprocal credit and debit arises between the companies that

contribute tax losses to the consolidated Group and the rest of

the companies that offset those losses. If there is a tax loss that

cannot be offset by the other companies in the consolidated

Group, these tax loss carryforwards are recognised as deferred

tax assets, in accordance with the criteria established for their

recognition, considering the tax group as the taxpayer.

The Parent of the group records the total consolidated income

tax payable (recoverable) with a debit (credit) to receivables

(payables) from/to Group companies and associates.

The debt relating to the subsidiaries is recognised with a credit

(debit) to payables (receivables) to/from Group companies.

Recognition of taxable temporary differences

Deferred tax liabilities deriving from taxable temporary differences

are recognised in all cases except where they arise from the initial

recognition of goodwill or an asset or liability in a transaction that

is not a business combination and, at the time of the transaction,

affects neither accounting profit nor taxable income.

Recognition of deductible temporary

differences

Deferred tax assets arising on deductible temporary differences

are recognised provided that it is probable that sufficient

taxable income will be available against which the deductible

temporary differences can be utilised. Assets that arise from the

initial recognition of an asset or liability in a transaction that is

not a business combination and, at the time of the transaction,

affects neither accounting profit nor taxable income are not

recognised.

Tax planning opportunities are only considered for the purpose of

assessing the recoverability of deferred tax assets if the Company

intends to use them or it is probable that it will use them.

Measurement

Deferred tax assets and liabilities are measured at the tax rates

that are expected to apply in the periods in which the asset is

realised or the liability is settled, based on tax rates (and tax

laws) that have been enacted or substantively enacted by the

end of the reporting period and factoring in the tax

consequences that would follow from the manner in which the

Company expects to recover its assets.

p) TRANSACTIONS BETWEEN

GROUP COMPANIES

Transactions between Group companies are recognised at the

fair value of the consideration given or received. The difference

between this value and the amount agreed, if applicable, is

recognised in line with the underlying economic substance of

the transaction.


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Contents

4. INTANGIBLE ASSETS

Details of the investment property accounts and movement

during 2025 and 2024 are as follows:


	Thousands of euros
	Balances at 31.12.24	Additions	Disposals	Transfers	Balances at 31.12.25
	Balances at 31.12.24	Additions	Disposals	Transfers	Balances at 31.12.25
Cost
Patents, licences, trademarks and other similar rights	1,067	2	(500)	—	569
Computer software	46,417	3,452	(533)	2,200	51,536
Under construction	2,200	244	—	(2,200)	244
	49,684	3,698	(1,033)	—	52,349
Accumulated amortisation
Patents, licences, trademarks and other similar rights	(984)	(18)	492	24	(486)
Computer software	(36,116)	(4,101)	188	(24)	(40,053)
	(37,100)	(4,119)	680	—	(40,539)
Carrying amount	12,584	(421)	(353)	—	11,810


	Thousands of euros
	Balances at 31.12.23	Additions	Disposals	Transfers	Balances at 31.12.24
	Balances at 31.12.23	Additions	Disposals	Transfers	Balances at 31.12.24
Cost
Patents, licences, trademarks and other similar rights	1,059	8	—	—	1,067
Computer software	41,710	4,921	(214)	—	46,417
Under construction	—	2,200	—	—	2,200
	42,769	7,129	(214)	—	49,684
Accumulated amortisation
Patents, licences, trademarks and other similar rights	(939)	(196)	151	—	(984)
Computer software	(32,687)	(3,429)	—	—	(36,116)
	(33,626)	(3,625)	151	—	(37,100)
Carrying amount	9,143	3,504	(63)	—	12,584

a) COMPUTER SOFTWARE

Capitalised expenses relate to the cost of software licences

acquired, external expenses relating to development of the

corporate ERP and personnel expenses for company staff

involved in the development, which are capitalised under Self-

constructed assets. In 2025, €1,215 thousand relating to

computer software was capitalised (€942 thousand in 2024 ). The

most significant additions for the year relate to the project to

centralise the Group’s servers, totalling €573 thousand (€2,120

thousand in 2024), to licences for the supply chain integration

project for €930 thousand (€718 thousand in 2024) and to the

new ERP project, totalling €358 thousand.

b) FULLY AMORTISED ASSETS

The cost of fully amortised intangible assets still in use at 31

December is as follows:


	Thousands of euros
	2025	2024
Patents, licences, trademarks and other similar rights	384	384
Computer software	30,220	27,288
	30,604	27,672


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Contents

5. PROPERTY, PLANT AND EQUIPMENT

Details of property, plant and equipment and movement during

2025 and 2024 are as follows:


	Thousands of euros
	Balances at 31.12.24	Additions	Disposals	Transfers	Balances at 31.12.25
	Balances at 31.12.24	Additions	Disposals	Transfers	Balances at 31.12.25
Cost
Other installations, equipment and furniture	9,756	342	(4,570)	149	5,677
Other PPE	3,406	1,589	(876)	2	4,121
Under construction	390	—	(7)	(151)	232
	13,552	1,931	(5,453)	—	10,030
Accumulated depreciation
Other installations, equipment and furniture	(1,805)	(471)	324	—	(1,952)
Other PPE	(2,036)	(714)	626	—	(2,124)
	(3,841)	(1,185)	950	—	(4,076)
Carrying amount	9,711	746	(4,503)	—	5,954


	Thousands of euros
	Balances at 31.12.23	Additions	Disposals	Transfers	Balances at 31.12.24
	Balances at 31.12.23	Additions	Disposals	Transfers	Balances at 31.12.24
Cost
Other installations, equipment and furniture	4,853	2,622	—	2,281	9,756
Other PPE	3,618	782	(1,124)	130	3,406
Under construction	2,435	366	—	(2,411)	390
	10,906	3,770	(1,124)	—	13,552
Accumulated depreciation
Other installations, tools and furniture	(1,233)	(572)	—	—	(1,805)
Other PPE	(2,512)	(648)	1,124	—	(2,036)
	(3,745)	(1,220)	1,124	—	(3,841)
Carrying amount	7,161	2,550	—	—	9,711

The most notable disposals for the year relate to the change in

operating model, whereby individual R&D projects have been

transferred to the buyer, Fluidra Global Distribution, S.L.U., at

the carrying amount and with no impact on the income

statement.

a) FULLY DEPRECIATED ASSETS

The cost of fully depreciated property, plant and equipment

items still in use at 31 December 2025 and 2024 is as follows:


	Thousands of euros
	2025	2024
Other installations, equipment and furniture	156	118
Other property, plant and equipment	1,026	1,068
	1,182	1,186

b) INSURANCE

The Company has taken out several insurance policies to cover

the risks to which its property, plant and equipment items are

exposed. The coverage of these policies is considered sufficient.


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Contents

6. OPERATING LEASES - LESSEE

The Company has leased from third parties several floors in

office buildings and parking spaces, as well as several vehicles

and other assets under operating leases.

The most significant lease contracts are as follows:

• Office building in calle Alcalde Barnils, 69 in Sant Cugat del

Vallès, floors 1, 2, 3 and 4, where the Fluidra Group’s

headquarters are located. This agreement came into force on

1 January 2021 for a renewable 5-year term (plus a 5-year

extension) with a 5-month grace period.

• On 31 July 2024, the previous agreement was extended to

include the 1st floor at number 71 in Sant Cugat del Vallès.

• Offices located in carretera Sentmenat, 46 – 48, warehouse 6

in Polinyà. This agreement entered into force on 1 May 2022

for an automatically renewable 1-year term.

• A storage unit in Polinyà (Barcelona), located at calle Santiago

Russinyol 14. This agreement came into force on 1 November

2021 and has a 5-year term.

Operating lease payments recognised as an expense for the

year are as follows:


	Thousands of euros
	2025	2024
Leased offices and parking spaces	1,431	1,196
Leased vehicles	538	444
Other assets under lease	191	230
	2,160	1,870

The future minimum lease payments under non-cancellable

operating leases are as follows:


	Thousands of euros
	2025	2024
Under one year	1,574	1,819
From one to five years	3,959	4,032
Over five years	—	725
	5,533	6,576


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7. EQUITY INSTRUMENTS AND LOANS TO

GROUP COMPANIES

a) EQUITY INSTRUMENTS IN

GROUP COMPANIES

Movement in the equity instruments in Group companies

heading in 2025 and 2024 is as follows:


	Thousands of euros
	Balances at				Balances at
	31.12.24	Additions	Disposals	Transfers	31.12.25
Equity instruments	1,455,578	1,134	—	—	1,456,712
Carrying amount	1,455,578	1,134	—	—	1,456,712


	Thousands of euros
	Balances at				Balances at
	31.12.23	Additions	Disposals	Transfers	31.12.24
Equity instruments	1,453,004	2,574	—	—	1,455,578
Carrying amount	1,453,004	2,574	—	—	1,455,578

The company’s investment relates to its sole subsidiary, Fluidra

Commercial, S.A.U.

Information relating to other interests in Group companies and

associates is presented in Appendix I.

In 2025, the following changes took place in interests in Group

companies:

• The Company increased its interest in the subsidiary Fluidra

Commercial, S.A.U. as a result of the long-term variable

remuneration plan aimed at Fluidra, S.A.'s executive directors

and management team and the investees that make up the

consolidated group, with share-based equity instruments

totalling €1,134 thousand.

In 2024, the following movement took place in interests in

Group companies:

• The Company increased its interest in the subsidiary, Fluidra

Commercial, S.A.U., as a result of the long-term remuneration

plan aimed at Fluidra, S.A.’s executive directors and

management team and the investees that make up the

consolidated group, with share-based equity instruments

totalling €2,574 thousand.

None of the Group companies in which the Company has

holdings are listed on the stock exchange.

In accordance with article 13.1 of the rewritten text of the Spanish

Companies Act, Group companies that are single shareholder

companies are entered as such on the Companies Register.

The recoverable amount of the groups and companies in which

the Company has interests is determined on the basis of the

higher of fair value less costs of disposal and value in continuing

use. These calculations use cash flow projections based on

finance budgets and/or strategic plans, approved by

management, for the cash-generating units to which goodwill

has been allocated and cover a period of five years. These

projections are adjusted based on the degree of compliance

with the strategic plans and/or financial budgets in prior years.

The estimated growth rate is between 1.92% and 2.95%

(between 1.92% and 2.99% in 2024) and does not exceed the

medium to long-term growth rate for the markets in which the

CGUs operate. The discount rates after taxes used range from

8.8% to 13.3% (from 8.21% to 12.94% in 2024). However, this

recoverable value is analysed from an individual perspective for

each of the directly and indirectly held investees of the

Company, based on the forecast evolution of each investee in

line with the average projections and discount rates used for the

CGUs, taking into account their borrowings.

The Group’s market capitalisation at 31 December 2025 is

€4,450 million (€4,519 million at 31 December 2024 ).

The Company has not recorded any valuation adjustments in

2025 or 2024.


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b) LOANS TO GROUP COMPANIES

Non-current

At 31 December 2025 and 2024 , no loans have been granted to

Group companies, except for a €10 thousand security deposit.

Current

Details of current investments in Group companies and

associates at 31 December 2025 and 2024 are as follows:


	Thousands of euros
	2025	2024
Receivables from Group companies under the consolidated tax regime	8,256	5,112
Cash-pooling receivables (Fluidra Commercial, S.A.U.)	111,578	39,101
Receivables from Group companies for current loans	7	—
	119,841	44,213

The Company and other Group companies are taxed under the

consolidated tax regime. Fluidra, S.A. is the parent of this

consolidated tax group and is responsible for making the

relevant payments to the Spanish tax authorities (see Note 21).

Balances receivable from Group companies subject to the

consolidated tax regime under this heading are recorded under

Receivables from Group companies under the consolidated tax

regime (see Note 13).

Cash-pooling debt reflects the company’s debtor and creditor

balances in the Group’s centralised cash-pooling accounts, the

head of which is Fluidra Commercial, S.A.U.


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8. NON-CURRENT INVESTMENTS

Details of non-current investments and movement in 2025 and

2024 are as follows:


	Thousands of euros
	Balances at	Additions	Disposals	Transfers	Balances at
	31.12.24	Additions	Disposals	Transfers	31.12.25
Other financial assets	214	1	(3)	—	212
Carrying amount	214	1	(3)	—	212


	Thousands of euros
	Balances at	Additions	Disposals	Transfers	Balances at
	31.12.23	Additions	Disposals	Transfers	31.12.24
Other financial assets	164	50	—	—	214
Carrying amount	164	50	—	—	214

Non-current loans to companies and other financial assets,

current investments in Group companies and associates (see

Note 7) and trade and other receivables (see Note 9) are

classified under loans and receivables. There are no significant

differences between the fair values and the carrying amounts of

these categories.

Other financial assets essentially includes non-current security

deposits.


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9. TRADE AND OTHER RECEIVABLES

Details of trade and other receivables are as follows:


	Thousands of euros
	2025	2024
Receivables, Group companies	23,763	40,597
Other receivables	139	198
Provisions for uncollectibility	(485)	(829)
Current income tax assets (see Note 21)	4,900	24,661
Public entities	4,789	5,359
	33,106	69,986

In 2025, part of the Fluidra Maroc, S.A.R.L.’s overdue debt was

paid off, totalling €324 thousand.

In 2024, the overdue receivable of €94 thousand from Fluidra

Maroc, S.A.R.L. was impaired, due to the amount being

impossible to collect as a result of exchange controls in Morocco.


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10. EQUITY

a) SHARE CAPITAL

At 31 December 2025, Fluidra, S.A.'s share capital consists of

192,129,070 ordinary shares with a par value of €1 each, fully

paid up.

The shares are represented by book entries and are established

as such by being recorded in the corresponding accounting

record. The shares bear the same political and financial rights.

The Company only knows the identity of its shareholders

through the information that they provide voluntarily or in

compliance with applicable regulations. In accordance with the

Company's information, the structure of significant ownership

interests at 31 December 2025 and 2024 is as follows:


OWNERSHIP PERCENTAGE
	31.12.25	31.12.24
ABDE Partners, S.L.	20.00%	0.00%
Rhône Capital L.L.C.	11.67%	11.67%
Schwarzsee 2018, S.L.	8.85%	7.41%
G3T, S.L.	5.73%	5.73%
Boyser, S.R.L.	2.81%	7.80%
Capital Research and Management Company	2.60%	5.31%
Dispur, S.L.	2.38%	7.33%
Edrem, S.L.	1.93%	6.93%
Aniol, S.L.	1.23%	6.23%
Other shareholders	42.80%	41.59%
	100.00%	100.00%

b) SHARE PREMIUM

The reserve can be freely distributed, except for the situations

stipulated in section c .

c) RESERVES

The breakdown of this heading is as follows:


	Thousands of euros
	Balances at	Balances at
	31.12.25	31.12.24
Legal reserve	39,125	39,125
Amortised capital reserve	3,500	3,500
Voluntary reserve	93,811	60,155
Negative reserves	—	—
	136,436	102,780

i) Legal reserve

Pursuant to article 274 of the Spanish Companies Act, 10% of

profit for each year must be transferred to the legal reserve

until the balance of this reserve reaches at least 20% of the

share capital.

This reserve can be used to increase capital by the amount

exceeding 10% of the new capital after the increase. Otherwise,

until it exceeds 20% of share capital and provided there are no

sufficient available reserves, the legal reserve may only be used

to offset losses.

At 31 December 2025 and 2024, the legal reserve is fully funded.

ii) Amortised capital reserve

As a result of the aforementioned capital reduction in 2022, a

restricted reserve for amortised capital has been allocated for

an amount equal to the nominal amount of amortised shares,

i.e. €3,500 thousand.

d) DIVIDENDS

According to the minutes of the Company’s general

shareholders’ meeting held on 7 May 2025, agreement was

made to pay a cash dividend charged to freely available

voluntary reserves for a gross amount of €0.60 per eligible

Company share, resulting in a total dividend of €113,935,455 if

the distribution were to be made on all of the Company's

ordinary shares. This dividend was distributed in two payments

on 2 July 2025 and 3 December 2025.

According to the minutes of the Company’s general

shareholders’ meeting held on 8 May 2024, agreement was

made to pay a cash dividend charged to freely available

voluntary reserves for a gross amount of €0.55 per eligible

Company share, resulting in a total dividend of €104,412,175 if

the distribution were to be made on all of the Company's

ordinary shares. This dividend was distributed in two payments

on 3 July 2024 and 3 December 2024.


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e) TREASURY SHARES

Movement in treasury shares in 2025 and 2024 is as follows:


	Euros
			Average acquisition/ disposal price
	Number	Nominal amount	Average acquisition/ disposal price
Balances at 1.1.24	2,308,765	2,308,765	18.2587
Acquisitions	5,007,687	5,007,687	21.7402
Disposals	(5,030,840)	(5,030,840)	(21.7098)
Balances at 31.12.24	2,285,612	2,285,612	22.0541
Acquisitions	4,769,435	4,769,435	22.6349
Disposals	(4,816,873)	(4,816,873)	(22.3478)
Balances at 31.12.25	2,238,174	2,238,174	22.8767

The time and maximum percentage limits of treasury shares

meet the statutory limits.

None of the Group companies own any Parent company shares.

f) PROPOSED DISTRIBUTION OF

RESULTS

The allocation of the Company's results for the year ended 31

December 2024, approved by shareholders at their general

meeting on 8 May 2024, and the proposed distribution of the

Company's 2025 results are as follows:


	Euros
	2025	2024
Basis of allocation:
Profit/(loss) for the year	167,306,535.63	144,210,876.80
Distribution:
To the legal reserve	—	—
To voluntary reserves	43,877,453.23	30,304,801.80
To negative reserves	—	—
To interim dividend	—	—
To prior years' losses	—	—
Dividends	123,429,082.40	113,906,075.00
Total	167,306,535.63	144,210,876.80

Fluidra, S.A.’s board of directors shall propose a dividend of

€0.65 per share to the general shareholders’ meeting, charged

to profit/(loss) for the year.


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11. PROVISIONS

A breakdown of other provisions is as follows:


	Thousands of euros
	2025	2024
Provisions for taxes	14,159	14,159
Provisions for obligations with employees	1,003	737
Litigation and other liabilities	—	5
Total	15,162	14,901

Non-current provisions are broken down into three headings:

Provisions for taxes to cover potential risks related to tax

obligations; Provisions for obligations to employees recorded in

accordance with employment legislation to cover potential

future employee compensation and benefits; and Provisions for

litigation and other liabilities, which includes provisions

recorded in connection with contingencies arisen as a result of

the Company's activities.

Movement during 2025 and 2024 is as follows:


	Thousands of euros
	Provision for employee obligations	Litigation and other liabilities	Provision for taxes	Total
At 1 January 2024	604	5	13,185	13,794
Allocation	133	—	1,256	1,389
Amount utilised	—	—	(282)	(282)
At 31 December 2024	737	5	14,159	14,901
Allocation	266	—	—	266
Amount utilised	—	(5)	—	(5)
At 31 December 2025	1,003	—	14,159	15,162


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12. OTHER MARKETABLE SECURITIES

In order to reduce finance costs and diversify sources of

financing, Fluidra, S.A. set into action a promissory notes

scheme on the Alternative Fixed Income Market (MARF).

On 1 July 2025, the scheme was extended for a further year

for €200 million. There is no debt at 31 December 2025

or 31 December 2024.


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13. DEBT WITH GROUP COMPANIES

AND ASSOCIATES

The breakdown of this heading is as follows:


	Thousands of euros
	Balances at	Balances at
	31.12.25	31.12.24
Debt with Group companies	2,029	2,391
Payables to Group companies under the consolidated income tax regime	4,368	24,635
	6,397	27,026

The Company and other Group companies are taxed under the

consolidated tax regime. Fluidra, S.A. is the parent of this

consolidated tax group and is responsible for making the

relevant payments to the Spanish tax authorities.

Balances payable to the Group companies subject to the

consolidated tax regime are recorded as Payables to Group

companies under the consolidated tax regime (see Note 21).


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14. TRADE AND OTHER PAYABLES

A breakdown of this caption in the consolidated statement of

financial position is as follows:


	Thousands of euros
	2025	2024
Payables	22,745	23,973
Public entities	6,136	5,192
Salaries payable	7,464	6,709
Current income tax liabilities (see Note 21)	1,710	791
	38,055	36,665


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15. RISK MANAGEMENT POLICY

The Company's activities are exposed to various financial risks:

market risk (currency risk, fair value interest rate risk and price

risk), credit risk, liquidity risk, and cash flow interest rate risk.

The Company focuses its risk management on uncertainty in the

financial markets and aims to minimise potential adverse effects

on the Company's profits. The Company uses derivatives to

mitigate certain risks.

Market, liquidity, foreign exchange and interest rate risk

management is monitored by the Group's Central Finance

Department in accordance with the policies defined by the

Group. This department identifies, evaluates, and covers

financial risks in close collaboration with the Group's operating

units.

Credit risk is managed centrally by the Company in accordance

with the parameters set out in Group policies.

a) CREDIT RISK

Credit risk exists when a potential loss may arise from Fluidra,

S.A.'s counterparties not meeting their contractual obligations,

that is, due to not collecting the financial assets according to the

established amounts and time frame.

The accompanying table shows the ageing analysis of Trade and

other receivables which are past due but not impaired at 31

December 2025 and 2024, as they are mainly debts with Group

companies.


		2025	2024
Not due		13,424	39,426
Past due		9,993	540
	0 - 90 days	8,553	385
	90 - 120 days	319	24
	More than 120 days	1,121	131

b) LIQUIDITY RISK

Liquidity risk is the possibility that Fluidra, S.A. will not have

sufficient funds or access to sufficient funds at an acceptable

cost to meet its payment obligations at all times.

The Company applies a prudent policy to cover its liquidity risks

based on having sufficient cash and marketable securities, as

well as sufficient financing through credit facilities, to settle

market positions. Due to the dynamic nature of the underlying

businesses, the Group's finance department aims to maintain

sufficient headroom on its undrawn committed borrowing

facilities.

During the next few months, and based on its cash flow

forecasts, the Company does not expect any difficulties in terms

of liquidity.

c) FOREIGN CURRENCY RISK

The Company is not significantly exposed to foreign currency risk.

d) CASH FLOW INTEREST RATE RISK

The income and cash flows from operating activities are not

significantly affected by fluctuations in market interest rates.

There are no significant cash flow interest rate risks.

The Company manages cash flow interest rates in coordination

with the Group.

e) MARKET RISK

The Company is not exposed to significant market risk.


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16. INCOME AND EXPENSE

a) REVENUE

Revenue in 2025 and 2024 relates to services rendered to Group

companies and dividends (see Note 18).

b) PERSONNEL EXPENSE

Details of the personnel expense in 2025 and 2024 are as

follows:


	Thousands of euros
	31.12.25	31.12.24
Salaries, wages and indemnities	49,080	37,739
Social Security payable by the company	9,473	8,235
Payments to personnel in equity instruments	2,502	2,666
Other employee benefits expense	1,134	895
	62,189	49,535


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17. EMPLOYEE INFORMATION

The average headcount in 2025 and 2024 of the Company's

personnel and directors, distributed by category, is as follows:


	31.12.25	31.12.24
Directors^(*)	14	14
Executives	19	18
Managers	59	51
Professional workers	147	146
Technicians	315	259
Administrative and support staff	74	58
	628	546

(*) The Directors category includes two senior managers in 2025 and one in 2024.

At year end, the distribution by gender of personnel and

directors is as follows:


	31.12.25		31.12.24
	Men	Women	Men	Women
Directors (*)	8	6	10	4
Executives	15	3	17	3
Managers	43	19	37	16
Professional workers	96	56	99	50
Technicians	189	126	179	113
Administrative and support staff	32	46	28	36
	383	256	370	222

(*) The Directors category includes two senior manager in 2025 and one in 2024.

The average number of employees with a disability equal to or

greater than 33% during 2025 is 5, with 3 from the “Professional

workers” category, 1 from the “Technicians” category and 1 from

the “Administrative staff” category.

The average number of employees with a disability equal to or

greater than 33% in 2024 is 4, with 3 from the “Professional

workers” category and 1 from the “Technicians” category.


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18. TRANSACTIONS WITH GROUP

COMPANIES AND ASSOCIATES

Details of key transactions with Group companies and

associates are as follows:


	Thousands of euros
	31.12.25	31.12.24
Income
Dividends	215,153	179,346
Services rendered	61,402	81,876
Non-trading income	13,265	8,905
Interest income	1,827	1,695
Total income	291,647	271,822
Expenses
Expenses for services received	5,090	6,178
Interest expense	935	1,962
Total costs	6,025	8,140

Details of the dividends recorded in 2025 and 2024 are as

follows:


	Thousands of euros
	31.12.25	31.12.24
Fluidra Commercial, S.A.U.	215,153	179,346
	215,153	179,346

The Company only receives dividends from the

subsidiary Fluidra Commercial, S.A.U. (formerly Fluidra Finco,

S.L.U.).

The Services rendered income caption includes the necessary

and recurrent services rendered by Fluidra, S.A. to the Group

companies in the field of management and administration. The

main services included fall under the following areas:

Chairperson, Board of Directors and CEO, General Director of

Operations, Internal Auditing, Finance, Investor Relations, Legal

Services, Tax, Investments and Acquisitions, Human Resources,

Supply Chain, IT Systems, Communication and Marketing, Lean

Management, Procurement, E-Business, Planning and Analysis,

General Division Management, General Services (telephony,

travel and insurance) and Technical Office and Sales Support.

Expenses for services received includes the services rendered by

Group companies, specifically Zodiac Pool Solutions LLC, to

provide the services provided by Fluidra, S.A. described in

previous paragraphs.


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19. INFORMATION ON THE DIRECTORS

a) REMUNERATION AND BALANCES WITH

THE COMPANY'S DIRECTORS AND

SENIOR MANAGEMENT

No advances or loans have been granted to key senior

management personnel or directors.

The pay earned by key management personnel and directors of

the Company is as follows:


	Thousands of euros
	2025	2024
Total key management personnel	4,547	3,833
Total Company directors (*)	3,975	4,709

(*) At 31 December 2025, a portion of the pay under the Total Company directors

heading (€4,709 thousand) is paid by the Parent company (€4,309 thousand in

2024).

Members of the Company’s board of directors have earned a

total of €1,636 thousand in 2025 (€1,591 thousand in 2024) from

the consolidated companies where they are directors. Similarly,

the members of the board of directors have received €180

thousand in compensation for travel expenses in 2025 (€157

thousand in 2024).

Additionally, for their executive role, they have received a total

of €2,159 thousand in 2025 (€2,960 thousand in 2024). The

executive role includes remuneration in kind relating to the

share plan, a vehicle and life insurance.

In the year ended 31 December 2025, the Company has taken

out life insurance policies and has recognised an expense of €55

thousand (€55 thousand in 2024) to cover survival, death and

temporary and permanent incapacity contingencies.

Furthermore, the Company has made contributions to benefit

plans of €116 thousand (€91 thousand in 2024).

During the year ended 31 December 2025, the company paid

the annual civil liability insurance premiums for directors and

executives of the Group for possible damages and/or claims

from third parties during the exercise of their duties amounting

to €147 thousand (€147 thousand in 2024), with all Group

directors and executives, including those of the company, being

covered by these policies.

Aside from the above, the Group has no pension plan or life

insurance policies for former or current members of the board

of directors or key management personnel, nor has it given any

guarantees on their behalf.

The Group’s key management includes the executives that

answer directly to the board of directors or the Company’s

CEO, as well as the internal auditor.

On 9 June 2022, the general meeting of shareholders approved

a new long-term variable remuneration plan for executive

directors and the management team of Fluidra, S.A. and the

investees comprising the consolidated group, including the

payment of Fluidra, S.A. shares.

The 2022-2026 plan covers a five year period from 1 January

2022, with effect from the date of approval of the plan by the

general shareholders' meeting, until 31 December 2026, without

prejudice to the effective settlement of the plan’s last cycle

which will take place during June 2027.

The 2022-2026 plan entails the concession of a certain number

of PSUs (Performance Share Units) which will be taken as a

reference to determine the final number of shares to be paid to

the beneficiaries after a certain period of time, provided that

certain strategic objectives of the Fluidra Group are met and the

requirements set forth in the regulations are fulfilled.

The plan is divided into three independent cycles and will have

three grant dates for the target incentive to be received in the

event of 100% compliance with the targets to which it is linked,

each of which will take place in 2022, 2023 and 2024,

respectively.

Each cycle shall have a target measurement period of three

years, starting on 1 January of the year in which the cycle starts

and ending three years after the start date of the cycle

measurement period, i.e. 31 December of the year in which the

cycle measurement period ends.

After the end of each cycle’s measurement period, the incentive

linked to each cycle will be decided and each beneficiary will be

entitled to receive the incentive depending on the degree of

fulfilment with the objectives set for the relevant cycle.

The incentive linked to each plan cycle will be settled in June of

the financial year subsequent to the end of the measurement

period, following approval of the annual accounts for the year in

which the measurement period of the relevant cycle ends.

In order for the beneficiary to consolidate the right to receive

the incentive corresponding to each cycle of the 2022-2026 plan,

he/she must remain in the Fluidra Group until the end date of

the cycle's measurement period, notwithstanding the special

cases of disengagement set out in the regulations, and the

objectives to which each cycle of the 2022-2026 plan is linked

must be met.


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In particular, the plan’s three cycles are linked to the meeting of

the following strategic targets;

a) Evolution of the “Total Shareholder Return” (TSR), in absolute

terms;

b) Evolution of the Fluidra Group’s EBITDA;

c) S&P rating linked to ESG objectives (Environment, Social and

Governance).

For the purposes of measuring the evolution of TSR, the initial

value shall be taken as the weighted average of Fluidra's share

price at the close of the stock market sessions on the thirty days

prior to the start date of the first cycle’s measurement period,

and the final value shall be taken as the weighted average of

Fluidra's share price at the close of the stock market sessions on

the thirty days prior to the end date of each cycle’s

measurement period.

The maximum amount earmarked for the plan’s three cycles as

a whole in the event of 100% compliance with the targets to

which it is linked is fixed at €55 million. The maximum number

of shares included in the plan shall be the result of dividing the

maximum amount allocated to each cycle by the weighted

average share price at the close of the stock market sessions on

the thirty days prior to the starting date of the relevant cycle’s

measurement period.

If the maximum number of shares allocated to the plan

authorised by the general shareholders' meeting is not sufficient

to settle the incentive in shares corresponding to the

beneficiaries under each cycle of the plan, Fluidra shall pay in

cash the excess incentive that cannot be settled in shares.

At 31 December 2025, the best estimate of the fair value of the

second and third cycle in the 2022-2026 plan comes to

approximately €20,399 thousand, which will be settled in full in

equity instruments. At 31 December 2025, an equity increase

was recorded in this respect for the amount of €1,333 thousand

(€5,610 thousand at 31 December 2024, in relation to the first,

second and third cycles of the 2022-2026 plan).

In July 2025, the first cycle of the 2022-2026 plan was settled and

the payment and the relevant tax withholdings were recorded

under the Equity-based payments heading for €385 thousand.

On 7 May 2025, the general meeting of shareholders approved a

new long-term variable remuneration plan for executive

directors and the management team of Fluidra, S.A. and the

subsidiaries comprising the consolidated group, including the

payment of Fluidra, S.A. shares.

The 2025-2029 plan covers a five year period from 1 January

2025, with effect from the date of approval of the plan by the

general shareholders' meeting, until 31 December 2029, without

prejudice to the effective settlement of the plan’s last cycle

which will take place during June 2030.

The 2025-2029 plan entails the concession of a certain number

of PSUs (Performance Share Units) which will be taken as a

reference to determine the final number of shares to be paid to

the beneficiaries after a certain period of time, provided that

certain strategic objectives of the Fluidra Group are met and the

requirements set forth in the regulations are fulfilled.

The plan is divided into three independent cycles and will have

three grant dates for the target incentive to be received in the

event of 100% compliance with the targets to which it is linked,

each of which will take place in 2025, 2026 and 2027,

respectively.

Each cycle shall have a target measurement period of three

years, starting on 1 January of the year in which the cycle starts

and ending three years after the start date of the cycle

measurement period, i.e. 31 December of the year in which the

cycle measurement period ends.

After the end of each cycle’s measurement period, the incentive

linked to each cycle will be decided and each beneficiary will be

entitled to receive the incentive depending on the degree of

fulfilment with the objectives set for the relevant cycle.

The incentive linked to each plan cycle will be settled in June of

the financial year subsequent to the end of the measurement

period, following approval of the annual accounts for the year in

which the measurement period of the relevant cycle ends.

In order for the beneficiary to consolidate the right to receive

the incentive corresponding to each cycle of the 2025-2029 plan,

he/she must remain in the Fluidra Group until the end date of

the cycle's measurement period, notwithstanding the special

cases of disengagement set out in the Regulations, and the

objectives to which each cycle of the 2025-2029 plan is linked

must be met in accordance with the following terms and

conditions:

• Shareholder value creation targets;

• Financial targets, and

• ESG-linked targets (environment, social and governance).

In particular, the plan’s first cycle is linked to the meeting of the

following strategic targets;

a) Evolution of the “Total Shareholder Return” of Fluidra (TSR), in

absolute terms;

b) Evolution of the Fluidra Group’s EBITDA;

c) S&P rating

For the purposes of measuring the evolution of TSR, the initial

value shall be taken as the weighted average of Fluidra's share

price at the close of the stock market sessions on the thirty days

prior to the start date of the first cycle’s measurement period,

and the final value shall be taken as the weighted average of

Fluidra's share price at the close of the stock market sessions on

the thirty days prior to the end date of the first cycle’s

measurement period.


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For the plan’s second and third cycles, Fluidra's board of

directors, at the proposal of the Appointments and

Remuneration Committee, may decide to maintain or amend

the metrics, their relative weighting and the degree of

attainment set out for the first cycle.

The maximum amount earmarked for the plan’s three cycles as

a whole in the event of 100% compliance with the targets to

which it is linked is fixed at €64 million. The maximum number

of shares included in the plan shall be the result of dividing the

maximum amount allocated to each cycle by the weighted

average share price at the close of the stock market sessions on

the thirty days prior to the starting date of the relevant cycle’s

measurement period. In any case, if 100% of the targets are

met, the total number of shares to be paid under the plan to all

beneficiaries of the three cycles may not exceed 1.21% of

Fluidra’s share capital, rising to 2.03% if the maximum degree of

attainment is met for the targets.

If the maximum number of shares allocated to the plan

authorised by the general shareholders' meeting is not sufficient

to settle the incentive in shares corresponding to the

beneficiaries under each cycle of the plan, Fluidra shall pay in

cash the excess incentive that cannot be settled in shares.

At 31 December 2025, the best estimate of the fair value of the

2025-2029 plan’s first cycle comes to approximately €6,858

thousand, which will be settled in full in equity instruments. At

31 December 2025, an equity increase was recorded in this

respect for the amount of €1,143 thousand.

b) TRANSACTIONS OTHER THAN

ORDINARY BUSINESS OR UNDER

TERMS DIFFERING FROM MARKET

CONDITIONS CARRIED OUT BY THE

DIRECTORS OF THE COMPANY

During 2025 and 2024, the directors of the Company have not

carried out any transactions with the Company or with group

companies other than those conducted on an arm's length basis

in the normal course of business.

c) CONFLICTS OF INTEREST

CONCERNING THE DIRECTORS

OF THE COMPANY

Neither the Company's directors nor any persons related to

them were party to any conflicts of interest requiring disclosure

in these notes, pursuant to the provisions of article 229 of the

consolidated text of the Spanish Companies Act.


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20. OTHER COMMITMENTS

AND CONTINGENCIES

At 31 December 2025 and 2024 , the Company has not

presented any mortgage guarantees.

At 31 December 2025, the Company has presented guarantees

to banks and other companies for€80 thousand (€80 thousand

in 2024).

The agreement that includes the Group’s long-term loans in

both the US dollar (750 million) and euros (450 million) tranches,

and the revolving credit facility (€450 million) is signed by the

borrowers, Fluidra North America, LLC (formerly Zodiac Pool

Solutions LLC), Fluidra Commercial S.A.U. (Formerly Fluidra Finco

S.L.U.) and Fluidra Holdings Australia Pty Ltd (Borrowers), as well

as by Fluidra S.A. in its capacity as parent company of the Group

(Holdings), who are jointly and severally liable for the obligations

of said agreement. The following Group companies also act as

guarantors (Guarantors), jointly and severally liable if the

borrowers breach the agreement: Zodiac Pool Systems LLC, SR

Smith LLC, Custom Molded Products LLC, Cover-Pools LLC, Trace

Logistics S.A.U., Sacopa S.A.U., Manufacturas Gre S.A.U., I.D.

Electroquímica S.L.U, Inquide S.A.U., Fluidra Global Distribution

S.L.U., Fluidra Export S.A.U, Fluidra Comercial España S.A.U.,

Cepex S.A.U., Fluidra Group Australia Pty Ltd, Fluidra

Commercial France S.A.S., Zodiac Pool Care Europe S.A.S.,

Fluidra Industry France S.A.S, Poolweb SAS and ZPES Holdings

S.A.S.. As is customary in this type of syndicated financing and in

order to meet the personal obligations assumed, the

Guarantors have created a collateral package for some of their

assets in the four jurisdictions in which they operate, namely

Spain, the US, France and Australia, consisting mainly of pledges

on shares, intellectual property and certain receivables.

Under Spanish, US and French law, pledges have been signed on

certain shares as guarantees in rem to ensure compliance with

the financial obligations assumed in the credit agreement.

Specifically, senior pledges have been established on shares in

the companies mentioned above with registered addresses in

Spain, the US and France in favour of the lenders. The pledges

established in the US include collection rights to borrowed

money and the rights to dividends and other rights linked to

these shares.

Under US law, a guarantee in rem agreement has also been

signed on intellectual property assets.

Lastly, a security trust deed was signed on the shares in Fluidra

Holdings Australia Pty Ltd and Fluidra Group Australia Pty Ltd,

and on all current and future goods of any kind at these

companies, including all their intellectual property assets.

Appendix I includes details of the carrying amount and capital

and reserves of the aforementioned shares that jointly and

severally guarantee the long-term loan.

In terms of the intellectual property subject to guarantee, the

only carrying amount related to the guarantees granted, as

mentioned above, arises from the fair value of the brands

identified in the business combination with Zodiac in 2018, and

amounts to USD 137,588 thousand.


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Contents

21. DEFERRED TAXES AND INCOME TAX

During 2025, the Company continues to be taxed under the

consolidated tax regime. Fluidra, S.A. is the parent of this

consolidated tax group and is responsible for making the

relevant payments to the tax authorities. The companies that

make up this tax group at the reporting date are: Fluidra Export,

S.A., Cepex, S.A.U., Fluidra Commercial, S.A.U., Fluidra Comercial

España, S.A.U., I.D.Electroquímica, S.L., Inquide, S.A.U., Fluidra

Global Distribution, S.L.U., Sacopa, S.A.U., Talleres del Agua,

S.L.U., Trace Logistics, S.A.U., Innodrip, S.L.U. and Manufacturas

Gre, S.A.U. Profits calculated in accordance with tax legislation

are subject to a 25% tax on the tax base of companies located in

Spanish territory where the general tax system is applied.

In 2024, the consolidation scope included Fluidra Export, S.A.,

Cepex, S.A.U., Fluidra Commercial, S.A.U., Fluidra Comercial

España, S.A.U., I.D.Electroquímica, S.L., Inquide, S.A.U., Poltank,

S.A.U., Fluidra Global Distribution, S.L.U., Sacopa, S.A.U., Talleres

del Agua, S.L.U., Trace Logistics, S.A.U., Unistral Recambios,

S.A.U, Innodrip, S.L.U. and Manufacturas Gre, S.A.U.

A reconciliation of the Company’s net income and expenses for

the year with taxable income at 31 December 2025 and 2024 is

as follows:


	Thousands of euros
	2025
	Income statement			Income and expense recognised in equity
	Increases	Decreases	Net	Increases	Decreases	Net	Total
Income and expense for the period	—	—	167,307	—	—	—	167,307
Corporate income tax	—	—	12,778	—	—	—	12,778
Profit/(loss) before tax			154,529				154,529
Permanent differences - ind. company	1,060	(204,396)	(203,336)	—	—	—	(203,336)
Permanent differences - consolidated tax group	—	—	—	—	—	—	—
Temporary differences - ind. company	26,537	(5,690)	20,847	—	—	—	20,847
Originating in this year	26,537	—	26,537	—	—	—	26,537
Originating in prior years	—	(5,690)	(5,690)	—	—	—	(5,690)
Temporary differences - consolidated tax group	—	—	—	—	—	—	—
Offsetting of tax loss carryforwards	—	—	—	—	—	—	—
Taxable income			(27,960)				(27,960)


	Thousands of euros
	2024
	Income statement			Income and expense recognised in equity
	Increases	Decreases	Net	Increases	Decreases	Net	Total
Income and expense for the period	—	—	144,211	—	—	—	144,211
Corporate income tax	—	—	6,711	—	—	—	6,711
Profit/(loss) before tax			137,500				137,500
Permanent differences - ind. company	913	(170,378)	(169,465)	—	—	—	(169,465)
Permanent differences - consolidated tax group	—	—	—	—	—	—	—
Temporary differences - ind. company	17,724	(3,528)	14,196	—	—	—	14,196
Originating in this year	17,724		17,724	—	—	—	17,724
Originating in prior years	—	(3,528)	(3,528)	—	—	—	(3,528)
Temporary differences - consolidated tax group	—	—	—	—	—	—	—
Offsetting of tax loss carryforwards	—	—	—	—	—	—	—
Taxable income			(17,769)				(17,769)


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Contents

The individual company's permanent differences relate mainly

to the elimination of dividends and other non-deductible

expenses.

The temporary differences of the individual company relate

mainly to non-tax-deductible provisions, the 50% limit on tax

losses (see details below) and the reversal of restrictions on the

deductibility of depreciation and amortisation in 2013 and 2014.

Details of deferred tax assets and liabilities by type are as

follows:


	Thousands of euros
	Assets		Liabilities		Net
	2025	2024	2025	2024	2025	2024
Provision for bad debts	119	—	—	—	119	—
50% limit on offsetting of tax losses (additional provision 19, corporate income tax law)	16,093	11,219	—	—	16,093	11,219
Provision for employee obligations	3,629	3,219	—	—	3,629	3,219
Other items	247	342	—	—	247	342
Total	20,088	14,780	—	—	20,088	14,780

Taking effect in 2023, 2024 and 2025, additional provision

number 19 of the Spanish corporate income tax law (Law

27/2014) limits the offsetting of individual tax losses of each

company within a Spanish tax group to 50%. As a result of this

measure, the Company has recorded €16,093 thousand

(€11,219 thousand in the previous year) which, in accordance

with the regulatory text, will be reversed on a straight-line basis

over the 10 years following its application.

The breakdown of changes by type of deferred tax asset and

liability is as follows:


	Thousands of euros
	31.12.24	Losses and gains	Equity	Other	31.12.25
50% limit on offsetting of tax losses (additional provision 19, corporate income tax law)	11,219	4,846	—	28	16,093
Provision for employee obligations	3,219	410	—	—	3,629
Other items	342	(44)	—	68	366
Total	14,780	5,212	—	96	20,088


	Thousands of euros
	31.12.23	Losses and gains	Equity	Other	31.12.24
50% limit on offsetting of tax losses (additional provision 19, corporate income tax law)	8,407	2,748	—	64	11,219
Provision for employee obligations	2,589	636	—	(6)	3,219
Other items	200	142	—	—	342
Total	11,196	3,526	—	58	14,780


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At 31 December 2025, deferred tax assets of €2,646 thousand are

expected to be reversed in the coming 12 months. At 31

December 2024, €1,338 thousand were expected to be reversed.

The breakdown of corporate income tax income is as follows:


	Thousands of euros
	2025	2024
Current tax
for the year	(6,990)	(4,442)
Tax deductions	(1,455)	(696)
Prior years' adjustments	745	17
Other	134	1,936
Deferred taxes	—
Source and reversal of temporary differences	(5,212)	(3,526)
	(12,778)	(6,711)

The reconciliation of current tax with current net income tax

liabilities / (assets) is as follows:


	Thousands of euros
	2025	2024
Current tax	8,445	5,138
Liabilities of Group companies under the consolidated tax regime	4,368	19,523
Additional assets of Group companies under the consolidated tax regime	(8,256)	—
Minimum global tax forecast	(1,367)	—
Current income tax liabilities/ (assets) (see Note 9 )	3,190	24,661

The relationship between income tax expense and profit from

continuing operations is as follows:


	Thousands of euros
	2025	2024
Profit for the year before tax from continuing operations	154,529	137,500
Profit at 25%	38,632	34,375
Dividend exemption	(51,099)	(42,595)
Permanent differences	265	252
Tax deductions	(1,455)	(696)
Other	879	1,953
Income tax expense/(income)	(12,778)	(6,711)

Likewise, at 31 December 2025 and 2024, there are no

unrecognised tax loss carryforwards pending offset or unused

deductions.

The years open to inspection are:


Tax	Open tax periods
Corporate income tax	From 2021 to 2025
Value added tax	From 2022 to 2025
Personal income tax	From 2022 to 2025
Tax on Economic Activities	From 2022 to 2025

Tax returns cannot be considered definitive until they have been

inspected by the tax authorities or the inspection period of four

years has elapsed. Due to different possible interpretations of

current fiscal legislation, additional tax liabilities could arise in

the event of an inspection. In any case, the Company's directors

consider that in the event of additional tax inspections, the

possibility that contingent liabilities arise is remote and the

additional tax payable, if any, that may derive would not have a

significant impact on the Company's annual accounts.

On 6 March 2025, the company received notification from the

Spanish tax authorities informing it of the start of a general tax

inspection covering 2020 to 2023 corporate income tax, VAT for

the February 2021 to January 2025 period, withholdings and

payments on account for income earned and income from

professional services, and withholdings and payment on

account for non-residents and dividend and interest income for

the February 2021 to January 2025 period.

The company does not have enough information to estimate the

possible financial impact of this inspection. The directors believe,

however, that the company has rigorously complied with its tax

obligations, in accordance with current legislation and that, as a

result, they do not expect this inspection to have a significant

impact on the company.

Pillar 2 - Global minimum tax

On 20 September 2022, the European Union approved Directive

(EU) 2022/2523 setting out standards to ensure a global minimum

level of taxation of 15% for multinational enterprise groups and

large-scale domestic groups with annual consolidated income

equal to or higher than €750 million, also called Pillar 2.

In Spain, this Directive has been transposed through Law 7/2024

of 20 December, setting out a top-up tax to ensure a global

minimum taxation level, among other things, applicable to years

beginning on or after 1 January 2024.

The Group has assessed the potential impact of adopting this

standard on its consolidated financial statements. As a result of

this analysis, the Group has recorded a provision of €716

thousand (€790 thousand in 2024) for estimated top-up tax. A

full calculation is required in the following jurisdictions:

Hungary, Switzerland, United Arab Emirates, China and Bulgaria.

In the other jurisdictions in which the Group operates, it was

concluded that no tax would be paid as they fall under the

transitional safe harbour rules provided for in the fourth

transitional provision of Law 7/2024.

These transitional safe harbour rules seek to simplify adaptation

to the Pillar 2 regulations by stipulating that the top-up tax will

be zero when one of three conditions are met.

The Group will revisit this assessment at 2026 year-end, taking

regulatory changes and current tax criteria applicable in each

jurisdiction into consideration.

In accordance with the temporary exemption included in IAS 12,

the Group has not recognised deferred tax assets or liabilities

relating to the top-up tax arising from application of Law 7/2024.


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22. INFORMATION ON LATE PAYMENT

TO SUPPLIERS

According to Law 31/2014 of 3 December establishing measures

on combating late payment in commercial transactions, the

information on late payment to suppliers in Spain is as follows:


	2025	2024
	Days	Days
Average payment period to suppliers	51.77	55.60
Transactions paid ratio	56.51	58.17
Transactions payable ratio	33.47	44.46

	Amount (thousands of euros)	Amount (thousands of euros)
Total payments made	78,164	85,980
Total payments outstanding	20,257	19,855
Monetary amount of invoices paid within the maximum period set out in late payment legislation	44,834	44,638
Payments made within the maximum period as a percentage of total payments made	57.36%	51.92%

	Amount (number of invoices)	Amount (number of invoices)
Invoices paid within the maximum period set out in late payment legislation	4,841	3,948
Percentage of total invoices	69.84%	66.50%


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23. AUDITORS’ AND THEIR GROUP COMPANIES’

OR RELATED PARTIES’ FEES

Ernst & Young, S.L. have invoiced the following net fees for

professional services during the year ended 31 December 2025

and 2024:


	Thousands of euros
	31.12.25	31.12.24
Audit services	149	139
Other assurance services	150	146
Total	299	285

Other assurance services for 2025 and 2024 includes: the report

on the system of internal control over financial reporting (SCIIF),

the review report on non-financial information and

sustainability report and the review of the integrated report.

The amounts presented in the table above include all of the fees

related to the services rendered in 2025 and 2024, regardless of

when they were invoiced.

No other company affiliated with EY, S.L. has invoiced fees

for professional services to the Group during the years

ended 31 December 2025 or 2024.


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24. ENVIRONMENTAL ISSUES

Given the company's business activities, at 31 December 2025

and 2024 no significant assets have been earmarked to protect

or improve the environment, nor has it incurred any major

expenses of an environmental nature during either year.

The Company's board of directors considers that there are no

significant contingencies in connection with protecting and

improving the environment and that it is not necessary to

recognise any provisions for environmental liabilities and

charges at year end.


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25. SUBSEQUENT EVENTS

On 19 December 2025, an agreement was signed for the

purchase of 100% of Variopool Holding BV (Variopool). Variopool

has its headquarters in the Netherlands and specialises in

designing, producing and installing moveable walls and floors

for pools, water parks and underwater windows with business

projects worldwide. Variopool employs approximately 65

people. Sales of around €25 million and EBITDA of around €3.5

million are expected in 2025. The price will be paid in two

instalments; one when the transaction is completed, which is

expected to happen in the first quarter of 2026, and another

one in 2027.

This transaction strengthens Fluidra’s position in the commercial

pool segment, with Variopool’s products perfectly

complementing Fluidra’s current portfolio.


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APPENDIX I

FLUIDRA, S.A.

INFORMATION ON GROUP COMPANIES

31 DECEMBER 2025


Name	% of interest			Euros
				Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total capital and reserves	Carrying amount
Details of subsidiaries	Address	Ind		Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total capital and reserves	Carrying amount
FLUIDRA COMMERCIAL, S.A.U.	100%			142,690,175	1,384,897,956	234,180,477	(100,000,000)	1,661,768,608	1,457,722,053
AO ASTRAL SNG		90%		194,936	3,027,141	470,457	—	3,692,534	823,516
ASTRAL AQUADESIGN LIMITED LIABILITY COMPANY		58,50%		11,873	1,024,456	441,413	—	1,477,742	7,182
ASTRAL BAZENOVE PRISLUSENTSVI, S.R.O.		100%		71,395	2,481,089	841,423	—	3,393,907	1,229,641
FLUIDRA INDIA PRIVATE LIMITED		100%		360,201	932,473	1,529,832	—	2,822,506	965,501
ASTRALPOOL CYPRUS, LTD		100%		1,000	1,900,165	522,106	—	2,423,271	1,045,000
ASTRALPOOL HONGKONG, CO., LIMITED		100%		994	(206,423)	205,664	—	235	994
FLUIDRA SWITZERLAND, S.A.		100%		922,085	409,478	(460,312)	—	871,251	1,301,680
ASTRALPOOL UK LIMITED		100%		51,603	2,041,278	1,250,231	—	3,343,112	4,522,264
CERTIKIN INTERNATIONAL, LIMITED		100%		1,500,003	9,556,748	1,476,161	—	12,532,912	17,257,015
FLUIDRA INDIA PRIVATE LIMITED		100%		360,201	932,473	1,529,832	—	2,822,506	1,533
FLUIDRA ADRIATIC D.O.O.		100%		10,060	1,067,492	559,965	—	1,637,517	1,495,952
FLUIDRA BALKANS JSC		61,16%		216,354	(1,040,965)	3,051,974	—	2,227,363	719,114
FLUIDRA BRASIL INDÚSTRIA E COMÉRCIO LTDA		100%		20,414,607	(9,194,852)	1,488,823	(854,407)	11,854,171	18,871,030
VEICO.COM.BR INDÚSTRIA E COMÉRCIO LTDA		100%		794,821	(927,778)	(10,138)	—	(143,095)	—
FLUIDRA CHILE, S.A.		100%		2,746,066	(825,872)	291,866	—	2,212,060	2,007,192
FLUIDRA COLOMBIA, S.A.S		100%		1,743,491	(487,209)	162,365	—	1,418,647	1,643,864
FLUIDRA COMERCIAL ESPAÑA, S.A.U.		100%		1,202,072	18,531,533	12,759,014	—	32,492,619	38,785,566
FLUIDRA EGYPT, EGYPTIAN LIMITED LIABILITY COMPANY		100%		70,757	4,264,227	527,381	—	4,862,365	3,211,203
W.I.T. EGYPT, EGYPTIAN LIMITED LIABILITY COMPANY		100%		1,045,059	(919,700)	467,375	—	592,734	946,923
FLUIDRA EXPORT, S.A.U.		100%		601,000	1,748,026	2,641,255	—	4,990,281	820,950
FLUIDRA (THAILAND) CO., LTD		100%	(10)	580,680	1,803,181	632,776		3,016,637	130,400


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Name	% of interest			Euros
				Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total capital and reserves	Carrying amount
Details of subsidiaries	Address	Ind		Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total capital and reserves	Carrying amount
FLUIDRA INDONESIA PT.		100%		1,870,547	531,707	(164,376)		2,237,878	98,262
FLUIDRA TUNISIE, S.A.R.L.		100%		67,016	63,209	12,533		142,758	642
FLUIDRA GLOBAL DISTRIBUTION, S.L.U.		100%		1,753,100	9,460,809	20,711,704	—	31,925,613	35,354,284
FLUIDRA HELLAS, S.A.		96,96%		3,768,050	1,572,000	3,432,212	—	8,772,262	4,188,271
FLUIDRA HOLDINGS SOUTH AFRICA PTY LTD		100%		25,633,166	7,535,019	(591)	—	33,167,594	26,555,631
FLUIDRA WATERLINX PTY, LTD		100%	(11)	25,073,684	(1,095,358)	1,708,256	—	25,686,582	33,828,973
FLUIDRA INDONESIA PT.		100%		1,870,547	531,707	(164,376)	—	2,237,878	1,877,901
FLUIDRA KAZAKHSTAN LIMITED LIABILITY COMPANY		70%		47,250	788,804	328,395	—	1,164,449	872,628
FLUIDRA MAGYARORSZÁG KFT.		95%		5,670,959	(1,422,576)	464,087	—	4,712,470	5,514,394
FLUIDRA MALAYSIA SDN.BHD.		100%		364,620	506,935	3,013	—	874,568	1,045,887
FLUIDRA MAROC, S.A.R.L.		100%		311,143	3,456,374	2,909,747	—	6,677,264	2,911,292
FLUIDRA MEXICO, S.A. DE C.V.		100%		3,358,504	1,866,957	(469,025)	—	4,756,436	3,303,436
FLUIDRA MIDDLE EAST FZE		100%		211,231	15,298,847	8,671,021	—	24,181,099	599,294
FLUIDRA MONTENEGRO DOO		60%		10,000	545,962	94,738	—	650,700	6,000
FLUIDRA ÖSTERREICH GMBH "SSA"		98,50%		1,158,434	7,207,573	116,525	—	8,482,532	6,942,991
FLUIDRA POLSKA, SP. Z.O.O.		100%		95,376	1,316,299	299,886	—	1,711,561	236,997
FLUIDRA COMERCIAL PORTUGAL UNIPESSOAL, LDA		100%	(9)	1,375,641	6,876,696	2,467,925	—	10,720,262	7,457,938
FLUIDRA ROMANIA S.A.		66,66%		50,000	666,354	455,823	—	1,172,177	33,330
FLUIDRA SERBICA, D.O.O. BEOGRAD		60%		10,000	811,711	425,149	—	1,246,860	6,000
FLUIDRA COMMERCIALE ITALIA, S.P.A.		100%		1,060,000	10,654,042	8,714,674	—	20,428,716	16,695,098
FLUIDRA SINGAPORE, PTE LTD		100%		238,473	1,630,314	(66,115)	—	1,802,672	904,271
FLUIDRA NORDIC AB		100%		5,768	48,180	550,820	—	604,768	5,563
FLUIDRA THAILAND CO., LTD		100%	(10)	580,680	1,803,181	632,776	—	3,016,637	288,378
FLUIDRA TR SU VE HAVUZ EKIPMANLARI AS		51%		169,192	3,458,474	(524,819)	—	3,102,847	73,481
FLUIDRA VIETNAM LTD		100%		119,209	339,756	39,601	—	498,566	119,208
FLUIDRA BENELUX, B.V.		100%	(2)(3)	323,528	12,924,861	1,598,601	—	14,846,990	16,787,551
YA SHI TU SWIMMING POOL EQUIPMENT (SHANGAI) CO, LTD		100%		801,781	3,846	(1,036,623)	—	(230,996)	801,780
FLUIDRA DEUTSCHLAND GMBH		100%		3,962,512	96,033	(575,789)	—	3,482,756	36,502,036
FLUIDRA HOLDINGS AUSTRALIA PTY LTD		100%		131,949,901	(101,447,777)	12,345,387	(16,079,310)	26,768,201	119,474,989
SRS AUSTRALIA PTY LTD		100%		186,763	(873,729)	686,966	—	—	2,898,680
SUNBATHER PTY LTD		100%		4,380	2,819,143	(222,619)	—	2,600,904	5,283,703
FLUIDRA GROUP AUSTRALIA PTY LTD		100%		20,509,253	15,560,537	15,835,772	—	51,905,562	24,600,328


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Contents


Name	% of interest			Euros
				Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total capital and reserves	Carrying amount
Details of subsidiaries	Address	Ind		Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total capital and reserves	Carrying amount
FLUIDRA N.Z., LIMITED		100%		59	1,064,313	36,951	—	1,101,323	100
POOLTRACKR PTY LTD		100%	(4)	113	(160,626)	(172,942)	—	(333,455)	6,263,116
FLUIDRA TUNISIE, S.A.R.L.		100%		67,016	63,209	12,533	—	142,758	63,522
FLUIDRA BH D.O.O. BIJELJINA		60%		10,035	580,724	841,733	—	1,432,492	6,009
CEPEX S.A.U.		100%		11,037,930	15,425,013	(1,574,137)	—	24,888,806	78,818,379
SACOPA, S.A.U.		100%		601,000	20,294,037	3,816,139	—	24,711,176	224,874,715
I.D. ELECTROQUÍMICA, S.L.U.		100%		5,022	6,233,957	1,422,170	—	7,661,149	61,987,757
INQUIDE, S.A.U.		100%		10,293,709	13,022,077	3,650,065	—	26,965,851	95,977,657
FLUIDRA SI D.O.O.		60%		30,000	163,742	42,098	—	235,840	18,000
SWIM & FUN SCANDINAVIA Aps		100%		16,792	4,338,143	606,345	—	4,961,280	14,205,891
AQUACONTROL, GESELLSCHAFT FÜR MEß-, REGEL- UND STEUERUNGSTECHNIK ZUR WASSERAUFBEREITUNG GMBH		100%		66,600	567,898	(268,909)	—	365,589	1,539,304
NINGBO DONGCHUAN SWIMMING POOL EQUIPMENT CO., LTD		70%		905,369	6,609,378	2,012,928	—	9,527,675	633,758
TALLERES DEL AGUA, S.L.U.		100%		2,203,753	(1,013,163)	30,358	—	1,220,948	1,209,796
MANUFACTURAS GRE, S.A.U.		100%		445,343	12,776,820	2,152,737	—	15,374,900	24,992,768
TRACE LOGISTICS, S.A.U.		100%		4,509,000	831,985	1,045,914	—	6,386,899	3,347,690
TRACE LOGISTICS NORTH BV		100%		30,000	(103,373)	153,104	—	79,731	—
INNODRIP, S.L.U.		100%		760,000	1,766,942	(1,307,794)	—	1,219,148	4,000,000
FLUIDRA NORTH AMERICA LLC		100%		295,454,402	(326,497,055)	175,083,384	(132,579,105)	11,461,626	1,083,587,538
ZODIAC POOL SYSTEMS CANADA, INC.		100%		4,377,616	905,359	674,410	—	5,957,385	811,099
ZODIAC POOL SYSTEMS LLC		100%		79,255,428	(62,516,174)	222,509,722	—	239,248,976	159,117,614
COVER-POOLS INCORPORATED		100%		470,118	19,783,546	6,607,742	—	26,861,406	21,199,564
FLUIDRA LATAM EXPORT LLC		100%		178,659	1,596,137	835,557	—	2,610,353	172,921
FLUIDRA USA, LLC		100%		4,955,885	(2,152,707)	(1,634,212)	—	1,168,966	10,600,231
CUSTOM MOLDED PRODUCTS LLC		100%		52,630,267	(40,241,335)	(333,500)	—	12,055,432	203,918,005
CUSTOM MOLDED PRODUCTS SHANGAI INC.		100%		5,777,424	2,195,479	1,170,901	—	9,143,804	9,754,989
S.R. SMITH, LLC		100%		—	33,010,574	(17,015,639)	—	15,994,935	198,119,806
TAYLOR WATER TECHNOLOGIES LLC		100%		(1,254,940)	8,102,099	9,339,877	—	16,187,036	66,324,183
ZPES HOLDING SAS		100%		193,853,247	59,170,876	10,475,472	—	263,499,595	195,185,302
ZODIAC POOL CARE EUROPE SAS		100%		6,884,265	44,267,502	5,537,098	—	56,688,865	231,007,827
ZODIAC SWIMMING POOL EQUIPMENT (SHENZHEN) CO., LTD.		100%		77,621	664,025	(110,171)	—	631,475	—
FLUIDRA INDUSTRY FRANCE, S.A.S.		100%		2,050,000	1,843,348	1,796,842	—	5,690,190	4,019,800
PISCINES TECHNIQUES 2000, S.A.S.		100%		1,062,169	570,413	51,643	—	1,684,225	1,000,001


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	2025 ANNUAL ACCOUNTS	APPENDICES
Contents


Name	% of interest			Euros
				Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total capital and reserves	Carrying amount
Details of subsidiaries	Address	Ind		Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total capital and reserves	Carrying amount
FLUIDRA COMMERCIAL FRANCE, S.A.S.		100%		13,307,294	5,533,055	8,399,028	—	27,239,377	70,739,190
POOLWEB, SAS		100%		37,000	339,821	1,381,650	—	1,758,471	125,225
FLUIDRA BELGIQUE, S.R.L.		100%		162,920	1,414,723	303,853	—	1,881,496	6,200,000
BAC pool systems Holding AG		100%	(4)	1,061,458	175,879	(40,663)	—	1,196,674	19,093,535
BAC pool systems AG		100%	(4)	3,184,375	2,860,025	6,022,381	—	12,066,781	3,219,575
BAC pool systems GmbH		100%	(4)	25,000	3,587,724	47,332	—	3,660,056	2,301,382
FLUIDRA GLOBAL DISTRIBUTION ITALY, S.R.L.		100%	(5)	10,000	—	(463,184)	—	(453,184)	10,000
List of associates consolidated using the equity method
ASTRAL NIGERIA, LTD		25%	(1)
ASPIRE POLYMERS PTY. LTD		50%
BLUE FACTORY S.R.L.		17%
AIPER, Inc.		27%	(12)
List of companies consolidated at cost
DISCOVERPOOLS COM, INC.		11%
SWIM-TEC GmbH		25%	(1)

(1) Companies belonging to the Fluidra Commercial, S.A. and subsidiaries subgroup.

(2) Company previously called Sibo Fluidra Netherlands B.V.

(3) Fluidra Benelux, B.V. owns 100% of share capital in the German company SIBO Gmbh.

(4) Companies acquired during the current year.

(5) Companies incorporated during the current year.

(6) 25% of the company owned by Fluidra Deutschland, GmbH.

(7) In 2025, the following company was disposed of: Ecohídrica, Tecnologias da água LDA.

(8) In 2025, the following company was wound up: Fabtronics Australia PTY LTD

(9) Company absorbing NCWG sistemas de gestao de Agua, LDA, Dini & Lulio, LDA and Kreative Techk, LDA.

(10) Company previously called Astrapool (Thailand) Co. Ltd.

(11) In 2025, Fluidra Waterlinx, PTY LTD executed two purchase agreements, acquiring Power Plastics propietary limited and Power Plastic Trading Propietary Limited, which are engaged in the manufacture and sale of industrial covers and pools.

(12) In 2025, Fluidra Commercial S.A.U acquired 27% of shares in Aiper Inc via a capital increase and jointly controls the company.


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	2025 ANNUAL ACCOUNTS	APPENDICES
Contents

FLUIDRA, S.A. AND SUBSIDIARIES

DETAILS OF THE CORPORATE NAME AND PURPOSE OF THE SUBSIDIARIES, ASSOCIATES

AND JOINT VENTURES DIRECTLY OR INDIRECTLY OWNED

Subsidiaries accounted for using the full

consolidation method

• AO Astral SNG, domiciled in Moscow (Russia), is mainly

engaged in the marketing of swimming-pool materials.

• Aquacontrol, Gesellschaft für meß-, regel- und

steuerungstechnik zur wasseraufbereitung gmbh,

domiciled in Haan (Germany), is essentially engaged in the

production and distribution of measuring, control and

regulation equipment for pools, water systems and

wastewater of all kinds.

• Astral Aqua Design Limited Liability Company, domiciled

in Moscow (Russia), is mainly engaged in the distribution,

design, installation and project management of fountains and

ponds.

• Astral Bazénové Prislusentsvi, S.R.O., domiciled in

Modletice - Doubravice (Czech Republic), is mainly engaged in

the production and sale of chemical substances and other

chemical products classified as toxic and very toxic.

• Astralpool Cyprus, LTD, domiciled in Limassol (Cyprus), is

mainly engaged in the distribution of pool-related products.

• Astralpool Hongkong, CO., Limited, domiciled in Wang Chai

(Hong Kong), is mainly engaged in the marketing of pool,

water treatment and irrigation products.

• Astralpool UK Limited., domiciled in Fareham (England), is

engaged in the manufacture, purchase and

sale, distribution, marketing, export and import of all types of

swimming-pool products.

• Bac pool Systems Holding AG, domiciled in Oftringen

(Switzerland), is engaged in the purchase, sale and

management of shares and the provision of management

services to other companies in Switzerland and abroad.

• Bac pool Systems AG, domiciled in Oftringen (Switzerland),

is mainly engaged in the development, marketing and

distribution of pool equipment and related products.

• Bac pool Systems GMBH, domiciled in Ettlingen (Germany),

is mainly engaged in the production, planning and marketing

of covers, accessories and solar technology for pools.

• Cepex S.A.U., domiciled in La Garriga (Barcelona, Spain), is

mainly engaged in the manufacture and distribution of plastic

material by injection systems or similar and, in

particular, plastic parts for valves and the manufacture of

plastic injection molds.

• Certikin International, Limited, domiciled in Witney Oxford

(England), is engaged in the marketing of swimming-pool

products.

• Cover-Pools LLC., domiciled in West Valley City (USA), is

mainly engaged in the manufacture and distribution of

automatic pool covers.

• Custom Molded Products Shanghai, Inc., domiciled in

Shanghai (China), is essentially engaged in the sale of

bathroom equipment, plastic products, rubber products,

electronic products and metal materials, as well as the import

and export of goods and technology.

• Custom Molded Products, LLC, domiciled in Newnan,

Georgia (United States), is engaged in taking part in any legal

act or activity whereby limited liability companies may be

created under the law and to engage in any and all activities

required or incidental thereto.

• Fluidra Adriatic D.O.O., domiciled in Zagreb (Croatia), is

mainly engaged in the purchase, sale and distribution of

machinery, equipment, materials, products and special

equipment for pool and water system maintenance.

• Fluidra Balkans JSC, domiciled in Plovdiv (Bulgaria), is

mainly engaged in the purchase, sale and distribution of

machinery, equipment, materials, products and special

equipment for pool and water system maintenance.

• Fluidra Belgique, S.R.L., domiciled in Gosselies (Belgium), is

engaged in the manufacture, purchase and

sale, distribution, marketing, export and import of all types of

swimming-pool products.

• Fluidra Benelux, B.V. (Formerly Sibo Fluidra Netherlands

B.V.), domiciled in Veghel (the Netherlands), has as its

corporate purpose to act as a wholesale technician and to

carry out all activities directly or indirectly related thereto; as

well as to incorporate, participate in and direct the

management, to have financial interests in other companies;

and to provide administrative services. It owns 100% of the

share capital of the German company SIBO Gmbh.

• Fluidra BH D.O.O. Bijeljina, domiciled in Bijeljina (Bosnia and

Herzegovina), is mainly engaged in selling swimming-pool

products.

• Fluidra Brasil Indústria e Comércio LTDA, domiciled in

Itajaí (Brazil), is mainly engaged in the

marketing, import, export and distribution of

equipment, products and services for fluid


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	2025 ANNUAL ACCOUNTS	APPENDICES
Contents

handling, irrigation, swimming-pools and water treatment, as

either partner or shareholder in other companies. Rendering

of technical assistance services for machines, filters and

industrial and electrical and electronic equipment. Rental of

machines and industrial and/or electrical and electronic

equipment.

• Fluidra Chile, S.A., domiciled in Santiago de Chile (Chile), is

mainly engaged in the purchase and sale, assembly,

distribution and marketing of swimming-pool, irrigation and

water treatment and purification machinery, equipment and

products.

• Fluidra Colombia, S.A.S., domiciled in Antioquia

(Colombia), is engaged in the purchase and

sale, distribution, marketing, import, export of all types of

machinery, equipment, components and machinery

parts, tools, accessories and products for swimming-

pools, irrigation and water treatment and purification in

general, built with both metal materials and any type of plastic

materials and plastic derivatives.

• Fluidra Comercial España, S.A.U., domiciled in Sant Cugat

del Vallès (Barcelona, Spain), is engaged in the manufacture,

purchase, sale and distribution of all kinds of machinery,

filters, instruments, accessories and specific products for

swimming-pools, as well as for the treatment and purification

of water in general, irrigation and fluid conduction, made of

both metallic materials and all kinds of plastic materials and

their transformation; as well as the construction and

manufacture of all kinds of elements and products that can be

manufactured with fibreglass, metal, vacuum thermoformed

materials or injected materials.

• Fluidra Comercial Portugal Unipessoal, Lda. (company

absorbing NCWG Sistemas de Gestão de Água, Lda., Dini &

Lulio, Lda. and Kreative Techk, Lda.), domiciled in São

Domingo da Rana (Portugal), is engaged in the manufacture,

purchase and sale, distribution, marketing, export and import

of all types of swimming-pool products.

• Fluidra Commercial France, S.A.S., domiciled in Perpignan

(France), is mainly engaged in the marketing of rotary and

centrifugal pumps, electric motors and accessories, and the

marketing of equipment for swimming-pools and water

treatment.

• Fluidra Commercial, S.A.U., domiciled in Sant Cugat de

Vallès (Barcelona, Spain) is engaged in the holding and use of

equity shares and securities, and advising, managing and

administering the companies in which it holds an ownership

interest, among other activities.

• Fluidra Commerciale Italia, S.P.A., domiciled in Bedizzole

(Italy), is engaged in the manufacture, purchase and sale,

distribution, marketing, export and import of all types of

swimming-pool products.

• Fluidra Deutschland, GmbH, domiciled in Großostheim

(Germany), is engaged in the distribution and sale of pool-

related products and accessories.

• Zodiac Pool Systems, LLC, domiciled in Carlsbad (USA), is

mainly engaged in the manufacture and distribution of several

Group brands relating to pool equipment.

• Zodiac Swimming Pool Equipment (Shenzen), Co, Ltd,

domiciled in Shenzen (China), is mainly engaged in the

rendering of technical services for pool and spa equipment;

the distribution, sale, import and export of pool and spa

products and elements and post-sales services.

• ZPES Holdings, S.A.S., domiciled in Belberaud (France), is

engaged in the holding and use of equity shares and

securities, and advising, managing and administering the

companies in which it holds an ownership interest.

Associates consolidated using the equity

method

• Astral Nigeria, Ltd., domiciled in Surulere-Lagos (Nigeria), is

engaged in the marketing of swimming-pool products.

• Blue Factory S.R.L., domiciled in Milan (Italy), has as its

corporate purpose the provision of consultancy services to

both public and private entities related to project design and

implementation, the development, implementation and

marketing of innovative solutions and high-value

technological services.

• Aiper, Inc, domiciled in Grand Cayman, (Cayman Islands),

has as its corporate purpose the research, development and

sale of cordless pool robots and garden maintenance

products.

2025 MANAGEMENT REPORT

We turn water into a better world


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	2025 MANAGEMENT REPORT
Contents

CONTENTS

2025 Management Report

1. General business outlook

2. Annual Corporate Governance Report

3. Auditor’s Report on the System of Internal Control

over Financial Reporting

4. Annual Director Remuneration Reports

Statement of Responsibility


2025 Annual Financial Report	65


	2025 MANAGEMENT REPORT	1. GENERAL BUSINESS OUTLOOK
Contents

1. GENERAL BUSINESS OUTLOOK

1.1. OUTLOOK AND RESULTS

Revenue decreased by €37,195 thousand compared with the

same period of the previous year. This decrease is mainly

explained by the lower dividends received from Fluidra

Commercial, S.A.U., the only Group company that Fluidra, S.A.

has a direct stake in at 31 December 2024 (see Note 7).

€215,153 thousand have been received.

There has been a rise in Other operating expenses, increasing

by €9,896 thousand compared to the previous year.

Due to the main changes mentioned above, operating profit

increased from €139 million in 2024 to €156 million in 2025.

If we analyse the balance sheet at 31 December 2025 compared

to the balance sheet at 31 December 2024, no significant

variations are observed except for the commercial loans granted

to Group companies, due to the increase in amounts within the

cash pooling lines.

The average payment period to suppliers is 56 days.

1.2. GENERAL DESCRIPTION OF RISK

POLICY

In terms of managing the risk policy, the Company has not

modified its management of financial market risks (exchange

rate and interest rate), maintaining the same hedging policies.

1.3. TREASURY SHARES

During 2025. the Company has carried out several purchase and

sale transactions of treasury shares (4,769,435 shares

purchased and 4,816,873 sold). At year end, the Company

owned 2,238,174 treasury shares, which account for 1.16% of

share capital, at a cost of €51,202 thousand.

1.4. RESEARCH, DEVELOPMENT AND

TECHNOLOGICAL INNOVATION

No investments have been made in research, development and

technological innovation during 2025.

1.5. ENVIRONMENT

At 31 December 2025 there are no significant assets for the

protection or improvement of the environment and the

Company has not incurred any major expenses of an

environmental nature during either year

1.6. PERSONNEL

The number of employees and directors at year end has

increased by 48 compared to 2024.

1.7. NON-FINANCIAL INFORMATION AND

DIVERSITY - ACT 11/2018

The information required by Act 11/2018 is included in the

consolidated directors’ report which forms part of the

Consolidated Annual Report. The individual directors’ report is

exempt from reporting requirements.

1.8. SUBSEQUENT EVENTS

See Note 25


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	2025 MANAGEMENT REPORT	2. ANNUAL CORPORATE GOVERNANCE REPORT
Contents

Responsible governance

and a people-centered

environment - these are also

driven by our purpose.

ANNUAL CORPORATE

GOVERNANCE REPORT


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	2025 MANAGEMENT REPORT	2. ANNUAL CORPORATE GOVERNANCE REPORT
Contents

Issuer Identification Particulars

Year-end date:

31/12/2025

Tax Identification Code:

A-17728593

Registered name:

FLUIDRA, S.A

Registered office:

AVENIDA ALCALDE BARNILS 69 08174 SANT CUGAT DEL VALLÈS (BARCELONA)


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	2025 MANAGEMENT REPORT	2. ANNUAL CORPORATE GOVERNANCE REPORT
Contents

A. OWNERSHIP STRUCTURE

A.1. Complete the following table regarding the share

capital and attached voting rights, including any rights

corresponding to loyalty shares, at the year-end::

Indicate whether the company’s Articles of Association

provide for double votes for loyalty:

£ Yes

R No


Date of last change	Share capital €	Number of shares	Number of voting rights
14/12/2022	192,129,070.00	192,129,070	192,129,070

The share capital of Fluidra S.A. (hereinafter “Fluidra” or the

“Company”) was decreased by € 3,500,000 on 14th December

2022, through the redemption of 3,500,000 shares with a par

value of €1 each. The current share capital is € 192,129,070

divided into 192,129,070 shares with a par value of €1 each.

The corresponding capital decrease deed was granted on 15th

December 2022 before the Notary Public of Barcelona Mr

Ramón García-Torrent Carballo, under number 7440 of his

protocol, and was filed with the Mercantile Registry on that

same date. It was registered in the Mercantile Registry of

Barcelona on 10^th January 2023, with effects on the date of the

filing entry, i.e. 15^th December 2022.

Indicate whether there are different classes of shares with

different rights attaching thereto:

£ Yes

R No

A.2. List the direct and indirect holders of significant

shareholdings in the company at the end of the year,

including members of the board of directors who have

a significant shareholding:


Name of shareholder	% voting rights attached to shares		% voting rights through financial instruments		% of total voting rights
Name of shareholder	Direct	Indirect	Direct	Indirect	% of total voting rights
RHÔNE CAPITAL LLC	0.00	11.67	0.00	0.00	11.67
PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	11.67	0.00	0.00	0.00	11.67
Mr MANUEL PUIG ROCHA	0.00	8.85	0.00	0.00	8.85
G3T, S.L.	5.73	0.00	0.00	0.00	5.73
ADBE PARTNERS, S.L.	20.00	8.35	0.00	0.00	28.35
FIDELITY INTERNATIONAL LIMITED	0.00	1.01	0.00	0.02	1.03
WELLINGTON MANAGEMENT GROUP LLP	0.00	3.29	0.00	0.01	3.30

All the percentage shareholdings mentioned above have been

recalculated on the basis of the share capital following the

capital decrease on 14th December 2022: € 192,129,070. Some

of the percentages indicated on the website of the Spanish

National Securities Market Commission (Comisión Nacional del

Mercado de Valores – CNMV) have been calculated on the basis of

the previous share capital of €195,629,070.

BREAKDOWN OF THE INDIRECT SHAREHOLDINGS:


Name of indirect shareholder	Name of direct shareholder	% voting rights attached to shares	% voting rights through financial instruments	% of total voting rights
RHÔNE CAPITAL LLC	PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	11.67	0.00	11.67
Mr MANUEL PUIG ROCHA	SCHWARZSEE 2018, S.L.	8.85	0.00	8.85
ADBE PARTNERS, S.L.	DISPUR POOL, S.L.U.	2.38	0.00	2.38
ADBE PARTNERS, S.L.	BOYSER CORPORATE PORTFOLIO, S.L.U.	2.81	0.00	2.81
ADBE PARTNERS, S.L.	EDREM CARTERA, S.L.U.	1.93	0.00	1.93
ADBE PARTNERS, S.L	PIUMOC INVERSIONS, S.L.U.	1.23	0.00	1.23


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Contents

State the most significant movements in the shareholding

structure that have occurred during the year:

Most significant movements

On 27th June and 31st October 2025, BLACKROCK EUROPEAN

MASTER HEDGE FUND LIMITED reduced its shareholding,

specifically to 0.739%, and is therefore now below the threshold

of 1% of the Company’s capital.

On 2nd April, 21st May, 1st July, 4th July, 21st July, 28th July, 13th

August and 4th November 2025, BLACKROCK INC reduced its

shareholding, specifically to 2.315%, and is therefore now below

the threshold of 3% of the Company’s capital.

On 11th February and 13th March 2025, CAPITAL RESEARCH

AND MANAGEMENT COMPANY reduced its shareholding,

specifically to 2.602%, and is therefore now below the threshold

of 3% of the Company’s capital.

On 2nd April 2025, MARATHON ASSET MANAGEMENT LIMITED

reduced its shareholding, specifically to 2.985%, and is therefore

now below the threshold of 3% of the Company’s capital.

On 4th December 2025, the company ADBE Partners, S.L., in

which each of the founding families of Fluidra has a 25%

shareholding through the following members: Boyser Corporate

Portfolio, S.L.U., Dispur Pool, S.L.U., Edrem Cartera S.L.U. and

Piumoc Inversions, S.L.U., acquired a significant direct

shareholding in Fluidra, S.A. as a result of the contribution by its

four members of shares in Fluidra which together represent

20% of its share capital. This contribution did not entail any

relevant change in the composition of the shareholders and did

not generate a change in the Board of Directors of Fluidra. Each

founding family continues to hold shares in Fluidra through

their family companies, although they have channelled their

investment jointly in respect of 20% of the share capital of

Fluidra through ADBE Partners, S.L. At the same time, in relation

to their direct shareholding in Fluidra (which in aggregate totals

8.35%) and as detailed in section A.7 below, the founding

families have agreed to syndicate the vote corresponding to

these shares at General Meetings of Fluidra in favour of ADBE

Partners, S.L.

On 10th December 2025, FIDELITY INTERNATIONAL LIMITED

increased its significant shareholding to 1.030%, and is therefore

now above the threshold of 1% of the Company’s capital.

On 8th April 2025, WELLINGTON MANAGEMENT GROUP LLP

acquired a significant shareholding of 3.302%, and is therefore

now above the threshold of 3% of the Company’s capital.

A.3. Disclose the shareholding, irrespective of the

percentage, at the end of the year held by members of

the board of directors who hold voting rights attached

to shares in the company or through financial

instruments, excluding directors identified in section A.2

above:


Name of director	% voting rights attached to shares (including loyalty votes)		% voting rights through financial instruments		Total % voting rights	Of the total % voting rights attached to shares, indicate where applicable the % of additional votes attributed to loyalty shares
Name of director	Direct	Indirect	Direct	Indirect	Total % voting rights	Direct	Indirect
Mr ELOY PLANES CORTS	0.20	0.00	0.00	0.00	0.20	0.00	0.00
Mr BRUCE WALKER BROOKS	0.14	0.00	0.00	0.00	0.14	0.00	0.00
Mr BRIAN MCDONALD	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Ms MERCEDES GRAU MONJO	0.00	0.00	0.00	0.00	0.00	0.00	0.00


% of total voting rights held by members of the board of directors	9.19

BREAKDOWN OF THE INDIRECT SHAREHOLDING:


Name of director	Name of direct shareholder	% voting rights attached to shares (including loyalty votes)	% voting rights through financial instruments	Total % voting rights	Of the total % voting rights attached to shares, indicate where applicable the % of additional votes attributed to loyalty shares
No data

BREAKDOWN OF THE TOTAL PERCENTAGE OF VOTING RIGHTS REPRESENTED ON THE BOARD:


Total % voting rights represented on the board of directors	49.21


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• The shareholder Piscine Luxembourg Holdings 1, S.A.R.L., a

wholly owned subsidiary of Rhône Capital LLC, which has a

shareholding of 11.67% in the Company’s share capital, is

represented on the Board of Directors of the Company

through the proprietary directors Mr José Manuel Vargas

Gómez and Mr Michael Steven Langman.

• The shareholder Boyser, S.L., which has an indirect

shareholding of 2.81% in the Company’s share capital, and

also holds a 25% stake in the share capital of ADBE Partners,

S.L. which has a direct shareholding of 20% in Fluidra’s share

capital, is represented on the Board of Directors of the

Company through the proprietary director Ms Mercedes Grau

Monjo.

• The shareholder Edrem, S.L., which has an indirect

shareholding of 1.93% in the Company’s share capital, and

also holds a 25% stake in the share capital of ADBE Partners,

S.L. which has a direct shareholding of 20% in Fluidra’s share

capital, is represented on the Board of Directors of the

Company through the proprietary director Ms Maria del

Carmen Gañet Cirera.

• The shareholder Dispur, S.L., which has an indirect

shareholding of 2.37% in the Company’s share capital, and

also holds a 25% stake in the share capital of ADBE Partners,

S.L. which has a direct shareholding of 20% in Fluidra’s share

capital, is represented on the Board of Directors of the

Company through the executive director Mr Eloy Planes Corts.

• The shareholder Aniol, S.L., which has an indirect

shareholding of 1.23% in the Company’s share capital, and

also holds a 25% stake in the share capital of ADBE Partners,

S.L. which has a direct shareholding of 20% in Fluidra’s share

capital, is represented on the Board of Directors of the

Company through the proprietary director Mr Bruce W.

Brooks.

• The shareholders Schwarzsee 2018, S.L. (controlled by Mr

Manuel Puig Rocha) and G3T, S.L. which have a total combined

direct and indirect shareholding of 14.58% in the Company’s

share capital, are represented on the Board of Directors of the

Company through the proprietary director Mr Manuel Puig

Rocha.

A.4. State any family, commercial, contractual or

corporate relationships between owners of significant

shareholdings, insofar as they are known to the

company, except where they are immaterial or derive

from ordinary commercial transactions, except those

reported in section A.6:


Name of related parties	Type of relationship	Brief description
No data

A.5. State any commercial, contractual or corporate

relationships between owners of significant

shareholdings and the company and/or the group,

except where they are immaterial or derive from

ordinary commercial transactions of the company:


Name of related parties	Type of relationship	Brief description
No data

A.6. Describe any relationships, unless insignificant for

both parties, between significant shareholders or

shareholders represented on the board and directors, or

their representatives in the case of board members that

are legal persons.

Explain, as the case may be, how significant shareholders are

represented. Specifically, state those directors who have been

appointed to represent significant shareholders, those whose

appointments were proposed by significant shareholders, or

are related to significant shareholders and/or companies in

their group, specifying the nature of such ties. In particular,

mention the existence, identity and post of members of the

board, or representatives of directors, of the listed company

who are in turn members of the board or their

representatives in companies that hold significant

shareholdings in the listed company or in group companies of

these significant shareholders:


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Name of related director or representative	Name of related significant shareholder	Name of the group company of the significant shareholder	Description of relationship/post
Mr JOSÉ MANUEL VARGAS GÓMEZ	PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	RHÔNE CAPITAL LLC	José Manuel Vargas Gómez is General Director of Rhône Group.
Mr MANUEL PUIG ROCHA	G3T, S.L.	G3T, S.L.	Manuel Puig Rocha was appointed at the proposal of the shareholder G3T, S.L. (together with Schwarzsee 2018, S.L.) through a shareholders’ agreement between the two companies dated 5th May 2023.
Mr MANUEL PUIG ROCHA	SCHWARZSEE 2018, S.L.	MAVEOR, S.L.	Manuel Puig Rocha is Sole Director of Maveor, S.L.
Mr BRUCE WALKER BROOKS	PIUMOC INVERSIONS, S.L.U.	ANIOL, S.L.	The appointment of Bruce Walker Brooks as a director was proposed by Aniol, S.L.
Mr MICHAEL STEVEN LANGMAN	PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	RHÔNE CAPITAL LLC	Michael Steven Langman is General Director of Rhône Group
Mr ELOY PLANES CORTS	DISPUR POOL, S.L.	DISPUR, S.L.	Eloy Planes Corts is a director of Dispur, S.L.
Ms MERCEDES GRAU MONJO	BOYSER CORPORATE PORTFOLIO, S.L.U.	BOYSER, S.L.	The appointment of Ms Mercedes Grau Monjo as a director was proposed by Boyser, S.L.
Ms MARIA DEL CARMEN GAÑET CIRERA	EDREM CARTERA, S.L.U.	EDREM, S.L.	The appointment of Ms Maria del Carmen Gañet Cirera as a director was proposed by Edrem, S.L.

A.7. State whether the company has been notified of any

shareholders’ agreements affecting the company

pursuant to the provisions of articles 530 and 531 of the

Companies Act (Ley de Sociedades de Capital). If so,

briefly describe these agreements and list the

shareholders bound by them:

R Yes

£ No


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Parties to the shareholders’ agreement	% share capital affected	Brief description of the agreement	Date of expiration of the agreement, if any
PIUMOC INVERSIONS, S.L.U., ANIOL, S.L., ADBE PARTNERS, S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L.U., BOYSER CORPORATE PORTFOLIO, S.L.U.	28.35	On 2/10/2024, a shareholders' agreement was executed between those indicated as intervening parties (the ADBE Shareholders' Agreement), and on 4th December 2025, a novation was executed to the ADBE Shareholders' Agreement (the Addendum), which was necessary to reflect the contribution of the shareholders of ADBE Partners, S.L. of shares representing 20% of the share capital of Fluidra to ADBE Partners, S.L., and other changes derived from said contribution. The Eighth Novation of the Syndication Agreement includes as an Annex the Addendum and the extract of the ADBE Shareholders' Agreement regulating the exercise of voting rights at Fluidra's shareholder meetings and certain agreements on the regime for the transfer of Fluidra's shares by ADBE Partners, S.L., to the extent that said part of the ADBE Shareholders' Agreement (as amended by virtue of the Addendum) has the consideration of a shareholders' agreement.	Regulated in Clause 27 of ADBE Shareholders' Agreement, available on www.ﬂuidra.com , , Investors, Corporate Governance, Shareholders’ Agreements.
PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L., PIUMOC INVERSIONS, S.L.U., ANIOL, S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L.U., BOYSER CORPORATE PORTFOLIO, S.L.U.	40.02	On 03/11/2017 a shareholders’ agreement was formalized by the same shareholders of Fluidra who are parties to the shareholders’ agreement initially formalized on 05/09/2007 and Piscine Luxembourg Holdings 1, S.à.r.l. (controlled by Rhône Capital LLC), reported through Relevant Event no. 258222. This shareholders’ agreement came into effect on 02/07/2018, which is the date of effects of the cross-border merger by absorption by Fluidra, S.A. (transferee) of Piscine Luxembourg Holdings 2 S.à.r.l. (transferor) reported by the Company through Relevant Event no. 258221.	Regulated in Clause 20 of the Agreement, available on www.ﬂuidra.com, Investors, Corporate Governance, Shareholders’ Agreements
G3T, S.L., SCHWARZSEE 2018, S.L.	14.58	On 05/05/2023, an agreement was formalized between the shareholders Schwarzsee 2018, S.L. (formerly Banelana, S.L.) and G3T, S.L. The purpose of this agreement is to regulate the terms and conditions under which Schwarzsee 2018, S.L. and G3T, S.L. proposed to Fluidra the appointment of a proprietary director (Mr Manuel Puig Rocha) representing both shareholders, and how their rights as shareholders of Fluidra will be exercised for the implementation and management of the proposal made.	Regulated in Clause 3 of the Agreement, available on www.ﬂuidra.com Investors, Corporate Governance, Shareholders’ Agreements
PIUMOC INVERSIONS, S.L.U., ANIOL, S.L., ADBE PARTNERS S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L.U., BOYSER CORPORATE PORTFOLIO, S.L.U.	28.35	On 05/09/2007 a shareholders’ agreement was formalized by certain shareholders in Fluidra, S.A. which was reported as a Relevant Event to the CNMV on 02/01/2008 with no. 87808 (the “Syndication Agreement”). The Syndication Agreement has been modified on 8 occasions (First novation: 10/10/2007; Second novation: 01/12/2010, Relevant Event no. 134239; Third novation: 30/07/2015, Relevant Event no. 227028; including supplementary agreement of 30/09/2015, Relevant Event no. 229114; Fourth novation: 27/07/2017, Relevant Event no. 255114; Fifth novation 03/11/2017, Relevant Event no. 258223, amended on 25/04/2018, Relevant Event no. 264650, subrogations on 23/05/2018, Relevant Event no. 266060, and supplementary agreement to the Fifth Novation on 27/07/2018, Relevant Event no. 268610; Sixth novation 22/12/2020, Notice of Other Relevant Information no. 6355; Seventh novation 07/05/2024, Notice of Other Relevant Information no. 28491; Eighth Novation 04/12/2025, Notice of Other Relevant Information no. 38021).	Regulated in Clause Two, Clause Eight and Clause Nine of the Syndication Agreement, available on www.ﬂuidra.com, Investors, Corporate Governance, Shareholders’ Agreements


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State whether the company is aware of the existence of

concerted actions among its shareholders. If so, briefly

describe them:

£ Yes

R No

Expressly state whether any such agreements, arrangements

or concerted actions have been modified or terminated

during the financial year:

On 04/12/2025, the eighth novation of the Fluidra Vote and

Share Syndication Agreement between the current syndicated

family shareholders of the Company, initially formalized on 5th

September 2007 and subsequently amended on 10th October

2007, 1st December 2010, 30th July and 30th September 2015,

27th July and 3rd November 2017, 25th April and 27th July 2018,

22nd December 2020 and 7th May 2024. The Vote and Share

Syndication Agreement, before the eighth novation was

formalized, regulated the concerted exercise of voting rights of

the founding families at General Shareholders’ Meetings of

Fluidra. The eighth novation of the Syndication Agreement

includes the accession of ADBE as a party to the agreement, on

having become a direct holder of shares in Fluidra representing

20% of its share capital which were contributed by the founding

families, and modified, among other aspects, the arrangements

for the operation of the syndicated shareholder assembly

whereby the founding families have syndicated in ADBE the vote

at General Meetings of Fluidra Shareholders. As a result, the

significant direct and indirect shareholding of ADBE was

reported and the concerted action of the founding families in

relation to Fluidra was terminated.

A.8. State whether there is any individual or company

that exercises or could exercise control over the

company in accordance with article 5 of the Securities

Market Act (Ley del Mercado de Valores). If so, identify

the party in question:

£ Yes

R No

A.9.Complete the following tables regarding the

company’s own shares:

At year end:


Number of direct shares	Number of indirect shares (*)	Total % of share capital
€2,238,174.00		1.16

(*) Through:


Name of direct shareholder	Number of direct shares
No data

Explain any significant variations occurring during the year:

Explain significant variations

The Company implemented a temporary own share repurchase

programme on 17th July 2023, following approval by the Board

of Directors on 11th July 2023 and subsequent publication

through a communication of Other Relevant Information dated

12th July 2023 under registration number 23562. The

repurchase programme was executed for the purpose of

implementing the Fluidra incentivized global share repurchase

programme for employees of the Fluidra Group approved by

the Company’s Ordinary General Shareholders’ Meeting held on

10th May 2023, as item ten of the agenda (the “Global Plan”).

This repurchase programme should initially have ended on 16th

December 2024. However, at its meeting held on 29th October

2024, the Board of Directors resolved to extend the temporary

own share repurchase programme associated to the Global

Plan, under the provisions of and within the limits of the

authorization granted by the General Shareholders’ Meeting of

5th May 2022.

This repurchase programme has been extended for the purpose

of continuing with the Global Plan.

In accordance with the Global Plan, which has been extended

from January 2025 to December 2026, the maximum number of

shares to be acquired under the repurchase programme

continues to be set at 500,000 Fluidra shares, representing

approximately 0.26% of the Company’s share capital on the date

the resolution was passed, and the maximum amount assigned

to the repurchase programme continues to be 12.5 million

euros.

In the framework of the Global Plan, the Company acquired

40,183 own shares in 2023, 51,249 own shares in 2024 and

64,622 own shares in 2025, all of which were immediately

handed over to the employees who had subscribed to the

Global Plan.

A.10. Describe the terms and conditions and the

duration of the powers currently in force given by the

shareholders to the board of directors in order to issue,

repurchase or transfer own shares of the company:

At the Ordinary General Shareholders’ Meeting held on 5th May

2022, it was resolved to (i) authorize the Company to proceed

with the derivative acquisition of own shares, directly or through

group companies, with the express power to reduce the share

capital to redeem own shares, delegating to the Board of

Directors the necessary powers to execute the resolutions

passed by the General Meeting in this regard, rendering the

previous authorization without effect, and (ii) authorize it to

apply the portfolio of own shares, as the case may be, to the

execution or coverage of remuneration systems. The

authorization granted is valid for a term of five (5) years from

the date the resolution is passed, i.e. until 5th May 2027.

At the Board meeting of 14th December 2022, it was resolved, in

the context of this authorization granted to the Board of


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Directors, to authorize the Chairman/CEO and the Co-CEO,

jointly and severally and indistinctly, to proceed with the

derivative acquisition and disposal of own shares up to a

maximum number of shares not exceeding five per cent (5%) of

the Company’s share capital. This authorization was approved to

be valid until 31st December 2023.

In addition, at the Board meeting held on 13th December 2023,

it was resolved, in the context of this authorization granted to

the Board of Directors, to authorize the Chairman/CEO and the

Co-CEO, jointly and severally and indistinctly, to proceed with

the derivative acquisition and disposal of own shares up to a

maximum number of shares not exceeding five per cent (5%) of

the Company’s share capital. This authorization was approved to

be valid until 31st December 2024.

Furthermore, at the Board meeting held on 12th December

2024, it was resolved, in the context of the authorization granted

to the Board of Directors, to authorize the Chairman/CEO and

the Co-CEO, jointly and severally and indistinctly, to proceed

with the derivative acquisition and disposal of own shares up to

a maximum number of shares not exceeding five per cent (5%)

of the Company’s share capital. This authorization is valid until

31st December 2025.

Finally, at the Board meeting held on 11th December 2025, it

was resolved, in the context of the authorization granted to the

Board of Directors, to authorize the Chairman/CEO and the Co-

CEO, jointly and severally and indistinctly, to proceed with the

derivative acquisition and disposal of own shares up to a

maximum number of shares not exceeding five per cent (5%) of

the Company’s share capital. This authorization is valid until 31st

December 2026.

A.11. Estimated free float:


	%
Estimated free float	39.57

To calculate the free float, the percentage shareholdings

included in section A.2, among others, including both the voting

rights attached to shares and voting rights through financial

instruments, have been discounted, in accordance with the

provisions established in CNMV Circular 3/2021, of 28th

September.

A.12. State whether there are any restrictions (under the

Articles of Association, legislative or of any other nature)

on the transfer of securities and/or any restrictions on

voting rights. In particular, disclose the existence of any

restrictions that might hinder a takeover of the

company through the acquisition of its shares on the

market, and any prior authorization or communication

arrangements in respect of acquisitions or transfers of

the company’s financial instruments that are applicable

to it by virtue of sector-specific regulation.

R Yes

£ No

Description of the restrictions

The shareholders’ agreement formalized on 3rd November 2017

between certain shareholders of Fluidra (the “Current

Shareholders”) and Piscine Luxembourg Holdings 1, S.à.r.l. (a

company controlled by Rhône Capital LLC) (the “SHA”)

establishes a series of rules and commitments, including a pre-

emption right, for transfers by Piscine Luxembourg Holdings 1,

S.à.r.l. after 24 months, provided that a series of circumstances

and shareholding thresholds are met. In relation to the above,

on 26th June 2019 Piscine Luxembourg Holdings 1, S.à.r.l.

carried out a private placement, having received prior

authorization from the Current Shareholders, through the

accelerated placement addressed exclusively to eligible

investors of 7,850,000 shares representing approximately 4% of

the Company’s share capital. Subsequently, on 18th November

2020, Piscine Luxembourg Holdings 1, S.à.r.l completed a

second private placement, through an accelerated placement

aimed exclusively at qualifying investors, of 12,121,212 shares

representing approximately 6.2% of the Company’s share

capital. In 2021, Piscine Luxembourg Holdings 1, S.a.r.l. carried

out three private placements, through accelerated placements

aimed exclusively at qualifying investors, for a total of

40,600,000 shares representing approximately 20.71% of the

Company’s share capital. Following these accelerated

placements, Piscine Luxembourg Holdings 1, S.à.r.l. held

22,428,788 shares in the Company, representing approximately

11.47% of the capital, which after the capital decrease carried

out by the Company on 14th December 2022 by redeeming

3,500,000 own shares, represented 11.67% of the Company’s

share capital

In turn, the redrafted text of the vote and share syndication

agreement formalized by the founding families of Fluidra, and to

which ADBE PARTNERS, S.L. (in which each of the founding

families has a 25% shareholding, through their holding

companies) is a party, the currently valid version of which is the

latest version dated 4th December 2025, establishes that the

syndicated shares may be freely acquired by shareholders or by

third parties or transferred by the shareholders with no

limitations other than those established by applicable

legislation, the terms of the SHA, and compliance with the

procedure established in the Shareholders’ Agreement of ADBE

Partners, S.L., dated 4th December 2025, to pass the resolution

on the transfer of shares in Fluidra. In any case, any syndicated

shareholder who wishes, when he or she deems appropriate

within the term of the syndication, to transfer all or part of his/

her syndicated shares, provided that the aforesaid transfer

affects syndicated shares that represent 0.5% or more of

Fluidra’s share capital at that time, must notify each and every

one of the group leading companies that shareholder does not

belong to of his/her intention to transfer syndicated shares, at

least thirty (30) calendar days prior to the date on which the

transfer is to take effect, using any written means that assures

reception thereof, stating the number of syndicated shares the

shareholder wishes to transfer. The agreement also establishes

the mechanism for syndicating the votes attached to the

syndicated shares.


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A.13. State whether the general shareholders’ meeting

has approved the adoption of anti-takeover measures

pursuant to the provisions of Act 6/2007.

£ Yes

R No

If so, describe the measures approved and the terms on which

the restrictions will become ineffective:

A.14. State whether the company has issued securities

that are not traded on a regulated market in the

European Union.

£ Yes

R No

If applicable, specify the different classes of shares and the

rights and obligations attaching to each class of shares:


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B. GENERAL SHAREHOLDERS’ MEETING

B.1. State and, if applicable, describe whether there are

differences with respect to the minimum requirements

set out in the Companies Act in connection with the

quorum needed to hold a valid general shareholders’

meeting:

£ Yes

R No

B.2. State and, if applicable, describe any differences

from the rules set out in the Companies Act for the

adoption of corporate resolutions:

£ Yes

R No

B.3. State the rules applicable to the amendment of the

company’s Articles of Association. In particular, disclose

the majorities provided for amending the Articles of

Association, and any rules provided for the protection of

shareholders’ rights in the amendment of the Articles of

Association.

The procedure for amending the Articles of Association must

conform to the provisions of article 285 and following of the

Companies Act, which require approval by the General

Shareholders’ Meeting, with the quorum and majorities

established in articles 194 and 201 of the aforesaid Act, as well

as the requirement to draw up and make available to the

shareholders a mandatory report by the directors justifying the

amendment. Article 27 of the Articles of Association and article

15 of the General Meeting Regulations set out the principle

contained in article 194 of the Companies Act and establish that

in order for an ordinary or extraordinary General Meeting to

resolve validly on any amendment of the Articles of Association,

the attendance, in person or through a representative, of

shareholders holding at least fifty per cent of the share capital

with voting rights is required on the first call. On the second call,

twenty-five per cent of the aforesaid capital will be sufficient.

Article 24 of the General Meeting Regulations regulates the

procedure for voting on proposed resolutions of the General

Shareholders’ Meeting, establishing, in the case of amendments

to the Articles of Association, that each article or group of

articles of sufficient entity is to be voted on separately.

B.4. State data on attendance at general shareholders’

meetings held during the year this report refers to and

for the two previous years:


	Attendance
Date of general meeting	% shareholders present in person	% represented	% remote voting/ Electronic voting	Other	Total
10/5/2023	8.67	77.33	0.00	0.45	86.45
Of which floating capital	0.17	32.25	0.00	0.45	32.87
8/5/2024	14.34	70.60	0.00	0.41	85.35
Of which floating capital	0.10	30.70	0.00	0.41	31.21
7/5/2025	9.38	74.16	0.00	0.41	83.95
Of which floating capital	0.01	28.30	0.00	0.41	28.72

B.5. State whether any item on the agenda of the

general shareholders’ meetings held during the year has

not been approved by the shareholders for any reason:

£ Yes

R No

B.6. State whether there are any restrictions in the

Articles of Association requiring a minimum number

of shares in order to attend the general meeting,

or to vote remotely:

£ Yes

R No

B.7. State whether it has been established that certain

decisions, other than those established by law, involving

an acquisition, disposal, or contribution to another

company of essential assets or similar corporate

operations must be submitted for approval to the

general shareholders’ meeting:

£ Yes

R No


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B.8. State the address and method for accessing the

company’s website to access information on corporate

governance and other information on general

shareholders’ meetings that must be made available to

shareholders through the company’s website:

www.fluidra.com

Following the route to INVESTORS

(https://www.fluidra.com/ investors), among other options the

following will appear:

INTRODUCTION

SHARE INFORMATION

SIGNIFICANT EVENTS

CORPORATE GOVERNANCE

REPORTING CENTER


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C. COMPANY MANAGEMENT STRUCTURE

C.1. Board of Directors

C.1.1. Maximum and minimum number of directors

established in the Articles of Association and the number set

by the general shareholders’ meeting:


Maximum number of directors	14
Minimum number of directors	14
Number of directors established by the General Meeting	14

There are no observations in this regard.

C.1.2. Complete the following table on members of the board:


Name of director	Representative	Type of director	Position on the board	Date of first appointment	Date of last appointment	Selection procedure
Mr JOSÉ MANUEL VARGAS GÓMEZ		Proprietary	DIRECTOR	2/7/2018	5/5/2022	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Ms OLATZ URROZ GARCIA		Independent	DIRECTOR	8/5/2024	8/5/2024	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Ms ESTHER BERROZPE GALINDO		Independent	DIRECTOR	6/9/2019	8/5/2024	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Mr MANUEL PUIG ROCHA		Proprietary	DIRECTOR	10/5/2023	10/5/2023	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ		Independent	LEAD INDEPENDENT DIRECTOR	5/5/2015	7/5/2025	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Mr ELOY PLANES CORTS		Executive	CHAIRMAN	31/10/2006	7/5/2025	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Ms AEDHMAR HYNES		Independent	DIRECTOR	10/5/2023	10/5/2023	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Mr BRUCE WALKER BROOKS		Proprietary	DIRECTOR	2/7/2018	7/5/2025	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Mr MICHAEL STEVEN LANGMAN		Proprietary	DIRECTOR	2/7/2018	5/5/2022	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Mr BRIAN MC DONALD		Independent	DIRECTOR	6/9/2019	7/5/2025	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Ms BARBARA BORRA		Independent	DIRECTOR	30/12/2021	5/5/2022	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Mr JAIME ALBERTO RAMÍREZ ALZATE		Executive	CO-CEO	7/5/2025	7/5/2025	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Ms MARIA DEL CARMEN GAÑET CIRERA		Proprietary	DIRECTOR	7/5/2025	7/5/2025	GENERAL MEETING OF SHAREHOLDERS RESOLUTION
Ms MERCEDES GRAU MONJO		Proprietary	DIRECTOR	7/5/2025	7/5/2025	GENERAL MEETING OF SHAREHOLDERS RESOLUTION


Total number of directors	14


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State any directors that have left the board, either through

resignation or by a resolution of the General Meeting, during the

reporting period:


Name of director	Type of director at time of leaving	Date of last appointment	Date director left	Specialized committees on which director served	State whether director left before end of term
Mr BERNARDO CORBERA SERRA	Proprietary	06/05/2021	07/05/2025	Appointments and Remuneration Committee	NO
Mr BERNAT GARRIGOS CASTRO	Proprietary	05/05/2022	07/05/2025	Audit Committee	YES
Mr OSCAR SERRA DUFFO	Proprietary	06/05/2021	07/05/2025	Executive, Strategy and ESG Committee	NO

C.1.3. Complete the following tables concerning board

members and their categories:


EXECUTIVE DIRECTORS
Name of director	Position within the company’s structure	Profile
Mr ELOY PLANES CORTS	Executive Chairman – Co-CEO	Born in 1969, Eloy Planes Corts holds a Degree in Industrial Engineering from the Polytechnic University of Catalonia (UPC) and a Master’s Degree in Business Management from EADA. A member of the second generation of one of the founding families, Eloy Planes joined Fluidra (then “Astral”) as R&D Manager in 1994 and in 1998 was appointed as Logistics Manager and then as General Manager of AstralPool España, leading the mergers of different commercial companies in Spain and gaining in-depth knowledge of the business. In 2000, Eloy took on the General Management of AstralPool, continuing with the expansion of the business in international markets. In 2002, the family group took a decisive step: under the leadership of Eloy Planes as General Manager, the Fluidra group was created (under the name of “Aquaria”), bringing together the pool production and distribution companies. Banco Sabadell acquired 20% of the share capital and joined the four owner families. Eloy Planes led the change in logistics model. In 2006, Fluidra reached its current size with the incorporation of the holdings of the four previously independent partners. In the same year, Eloy Planes was appointed CEO of the Fluidra group, leading the company to significant milestones: its flotation in 2007 and its restructuring in 2008/09, accompanied by an acceleration of the internationalization process in the commercial aspect and the application of lean management in the industrial part of the group. In 2016, Eloy Planes took on the role of Executive Chairman of Fluidra. In that same year he created the Fluidra Foundation. In 2017 a major transformational corporate operation led by Eloy Planes was announced: the merger with US company Zodiac, which was completed in July 2018. In 2021, Fluidra was included in the IBEX-35 index and closed the year with historic turnover of more than 2 billion euros. Eloy Planes is Executive Chairman of the Board of Directors of Fluidra. He is also the President of the Barcelona International Pool Trade Show and of the Catalunya Cultura Foundation and a director of Dispur, S.L., and the natural person who acts as the representative of Dispur, S.L. as Chairman and Director of Fixe Climbing, S.L. Since September 2023, Eloy Planes has also been First Vice-President of the Chamber of Commerce of Barcelona.
Mr JAIME ALBERTO RAMÍREZ ALZATE	Co-CEO	Born in 1967, Jaime Ramírez joined Fluidra on 1st June 2024, taking on the role of CEO to replace Bruce Brooks. Jaime has more than 30 years in roles with P&L responsibility and a track record in generating growth, bringing vast experience and a proven history in the industrial and consumer goods sector at global level. He held the posts of Executive Vice- President and President of Stanley Black & Decker Inc, Tools & Storage, where he oversaw more than 10 billion dollars in revenues and led high-performing teams at world level. He is also a member of the Board of Directors of Kimberly-Clark, a personal care multinational corporation.


Total number of executive directors	2
% of total board	14.29

There are no observations.


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EXTERNAL PROPRIETARY DIRECTORS
Name of director	Name of significant shareholder represented by the director or that proposed the director’s appointment	Profile
Mr JOSÉ MANUEL VARGAS GÓMEZ	RHÔNE CAPITAL LLC	Born in 1970, José Manuel Vargas joined Rhône in 2007 as a senior advisor and became managing director in 2017. In April 2021, Mr Vargas temporarily stepped aside from the post of managing director of Rhône and returned to his role as senior advisor to dedicate his efforts to Maxam, a company in Rhône’s investment portfolio, as he had taken on the post of Executive Chairman and CEO of Maxam in May 2020. With effect from 1st January 2024, Mr Vargas resumed his role as managing director of Rhône, and has taken on oversight responsibilities for Rhône’s European operations from the firm’s London office. For this reason, he resigned as CEO of Maxam and continues to be the Executive Chairman of the multinational as part of Rhône’s ongoing supervision of its investment. Previously he had been Chairman and CEO of Aena SME, S.A., and led the restructuring process, partial privatization and IPO of the company in 2015. Before joining Aena, he held senior management posts in Vocento, S.A. where he was Financial Director until he was promoted to CEO and was also CEO of ABC. Prior to his time in the communication industry, he had been financial director and general secretary of JOTSA (part of the Philipp Holzmann group). In addition to his role as Chairman of Maxam, Mr Vargas is also part of the Board of Directors of Fluidra, S.A. Throughout his career, Mr Vargas has also served on the Board of Directors of other companies, such as Aena, Vocento, the newspaper ABC, the COPE radio station, Net TV, the newspaper El Correo and Wellbore Integrity Solutions. In early 2024 he was also appointed as a director of two companies: ASK Chemicals, which is part of Rhône’s portfolio, and Petra Diamonds, and was appointed Chairman of the latter in November 2024. In 2015 he won the prize for Best Executive of the Year awarded by the Spanish Executives Association (Asociación Española de Directivos - AED) and was named Person of the Year in the economic and financial field by Spanish economic newspaper El Economista. Mr Vargas has a degree in Economic and Business Sciences from the Complutense University of Madrid and holds a Law Degree from UNED. He is also a chartered accountant.
Mr MANUEL PUIG ROCHA	SCHWARZSEE 2018, S.L.	Born in 1961, Manuel Puig Rocha qualified as an Industrial Engineer from the Polytechnic University of Catalonia (UPC). Manuel Puig has held several executive posts in Puig for more than 35 years. During his career at Puig, he was responsible for managing several of its brands and in the last ten years he has participated very actively in the important acquisition processes that have brought about the inorganic growth of Puig. Manuel Puig is Vice- Chairman of Puig and Chairman of the ESG Commission of the Board of Directors of Puig. He is also a member of the Boards of Directors of Exea Empresarial, Isdin, Flamagas and Colonial.
Mr MICHAEL STEVEN LANGMAN	RHÔNE CAPITAL, LLC	Born in 1961, Michael Steven Langman co-founded Rhône in 1996 and has been responsible for the day-to-day management of the company since its incorporation. Rhône is an alternative asset management company specializing in private equity. He is a Member and Managing Director of Rhône. Before founding Rhône, Mr Langman was a Managing Director at Lazard Frères, where he specialized in mergers and acquisitions. Before joining Lazard Frères, he worked in the mergers and acquisitions department of Goldman Sachs. He has over thirty years of experience in finance, analysis and investments in public and private companies. In addition to Fluidra, S.A., Mr Langman currently serves on the Boards of Directors of several companies in Rhône’s investment portfolio, including Freddy’s, Saks Global (formerly Hudson's Bay Company), Lummus Technology L.L.C., Vista Global Holdings and Wellbore Integrity Solutions LLC. He graduated with honours from the University of North Carolina at Chapel Hill and holds a master's degree from the London School of Economics.
Mr BRUCE WALKER BROOKS	ANIOL, S.L.	Born in 1964, Bruce W. Brooks holds a Degree in Marketing from the University of Virginia. Bruce has significant experience in international management, after more than 20 years at Black & Decker Corporation. In 1986, shortly after obtaining his degree, he started his career at that company, where he held a number of different posts over the years, including group vice-president, president of the consumer product group, president of construction tools and vice-president for Latin America. In 2011, he joined Zodiac Pool Solutions where he held the post of CEO. During his time at Zodiac, Bruce led the company to an approach focused on the residential pool market, thus leading the company’s financial resurgence after 2011. In 2016, Bruce oversaw the successful transition of ownership from the Carlyle Group to Rhône Group and in 2018 he played a decisive role in the plan to integrate with Fluidra. Throughout his career, Bruce has shown great skill in the management and development of existing companies as well as in their expansion into new markets, at both domestic and international level and is highly valued for his strategic reasoning and his capacity to develop and execute systems and processes with the successful attainment of short and long-term goals. Bruce held the post of co-CEO of Fluidra until September 2024 and is currently a member of the Board of Directors of Fluidra and of Copperweld.


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EXTERNAL PROPRIETARY DIRECTORS
Name of director	Name of significant shareholder represented by the director or that proposed the director’s appointment	Profile
Ms MERCEDES GRAU MONJO	BOYSER, S.L.	Born in 1966, Mercedes Grau Monjo has a degree in business management and administration and an MBA from ESADE, as well as a post-graduate qualification in international finances from Stockholm School of Economics and Bocconi University (Milan). In 1993, she obtained certification as a Series 7 and Series 63 representative from the National Association of Securities Dealers (“NASD”) in New York. She spent the early part of her career at Banco de Progreso (corporate bank of the March Group) and at Merrill Lynch, where she rose to the post of Vice-President, with responsibilities for managing the Private Wealth business for clients in Catalonia and the Balearic Islands. In 2003, Mercedes joined Credit Suisse as Managing Director, and was a member of the Spain Management Committee and the Strategic Committee of Credit Suisse Private Banking Europe (CSPB Europe), with private banking responsibilities with national and European exposure. In 2008, she joined the management team at Caixa Catalunya, as General Manager of Private Banking and Asset Management, and member of the Management Committee of Caixa Catalunya. In her last executive phase at Banca March, she held the post of Managing Director with responsibility for commercial and private banking, as well as being a member of the Management and Executive Committee of Banca March, where she led the expansion of the March Group’s global business in Spain. Previously, she has also been Chair of the Board of CX Inversión SGIIC, S.A., director of Metrópolis and of Finaves IV, member of the management board of Inverco Cataluña and of ESADE Alumni, and director of Elix Vintage Residencial SOCIMI, S.A. (a company listed on the former MAB, in which KKR and Altamar had shareholdings, and which was sold to Allianz). She was also partner and director of MdF Family Partners and an independent director on the Board of TREA Asset Management SGIIC, S.A. Mercedes is currently a partner and Board member of the multi-family office Talenta Gestión SGIIC, S.A., an independent financial management and advising company, and a member of its Management Committee. She is also an independent director on the Boards of LogisFashion, S.A., Elix Rental Housing SOCIMI II, S.A., Elix Advice, S.A. and Boyser Corporate Portfolio, S.L.U. In January 2025, she was appointed president of ACG Spain, Association for Corporate Growth, an association linked to corporate business growth and M&A. Alongside her professional career, she has collaborated with a number of Foundations dedicated to children. Among others, she collaborates with Fundación Small in the ARI project of the Hospital Clínic in Barcelona, and with EATICA, which deals with eating disorders.
Ms MARIA DEL CARMEN GAÑET CIRERA	EDREM, S.L.	Born in 1968, Carmina Ganyet Cirera holds a degree in Economic Sciences and Business Administration from the Autonomous University of Barcelona. She also followed post- graduate studies at ESADE. Carmina Ganyet started her career at Arthur Andersen. In 1995 she was appointed head of Investment and Management Control of the Financial, Real Estate and Insurance Group of Caixa Holding (now Criteria). In 1999 she led the IPO of Colonial-SFL and in 2000 she was named Financial Director, and became a member of its Management Committee. In January 2009, she was appointed Corporate Managing Director, and is also a member of its ESG Committee and of the Investments Committee. An expert in Corporate Finance and capital markets, she led the international expansion of Colonial-SFL and the consolidation of its leadership through several corporate operations. She also successfully led its financial restructuring process, consolidating its position as one of the best real estate companies in Europe. Carmina Ganyet also has teaching experience, as a lecturer in the Faculty of Business Administration of Ramon Llull University. She has previously been an independent director on the Board of the Institut Català de Finances (ICF) and of SegurCaixa Adeslas and a proprietary director of Société Foncière Lyonnaise. She has received a number of prizes and awards in recognition of her professional attainments. Carmina Ganyet is currently an independent external director of Repsol, and a member of its Executive Committee, and corporate managing director of Colonial-SFL as well as a member of its Management Committee. She is Vice-President of the Círculo de Economía, a member of the Board of ULI-Spain and ULI Barcelona, and Vice-President of Barcelona Global.


Total number de proprietary directors	6
% of total board	42.86

The appointment of Mr Manuel Puig Rocha was also proposed by the shareholder G3T, S.L.


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EXTERNAL INDEPENDENT DIRECTORS
Name of director	Profile
Ms OLATZ URROZ GARCIA	Born in 1973, Ms Olatz Urroz García started her career at General Electric (GE), where she performed a range of diverse roles in different areas (industrial, energy, financial services) and geographies (including the United Kingdom and Italy) until 2010, when she became Chief Financial Officer for the EMEA region of GE Energy. In 2013 she joined Brand Infrastructure Services as Vice-President of Finance for international business (all except the USA). That company had the backing of the private equity firm CD&R. In 2017, Ms Urroz moved to Vodafone PLC (HQS) as the Chief Financial Officer for Technology and Common Functions. In the summer of 2019, she joined Amazon.com as Vice President of Finance, Global Customer Fulfilment, Customer Service, Robotics, Sustainability, Real Estate, Health and Safety and Product and Customer Assurance. In late 2022 she took on the role of CFO of PagoNxt, a stand-alone fintech company of Banco Santander, where she was responsible for the end-to-end CFO role leading around 500 people across multiple geographies. In September 2024, Ms Urroz joined Banco Santander as Chief of Staff and Strategy.
Ms ESTHER BERROZPE GALINDO	Born in 1970, Esther Berrozpe has extensive international experience having worked for more than three decades in consumer goods companies, where she has held posts of responsibility both in Europe and North America. She has considerable experience in the commerce, industry and logistics sectors, in talent and cultural change management, as well as in mergers and acquisitions. Esther currently holds the posts of President, CEO and director of Attindas Hygiene Partners, world leader in the personal hygiene sector. Before joining Attindas, Esther was CEO of Ontex, a leading international group in personal hygiene listed on Euronext Brussels. Before Ontex, Esther worked for 19 years at Whirlpool Corporation, world leader in the household electrical goods sector, where she held several executive posts, the last of which as president for Europe, the Middle East and Africa and as executive vice-president of the company. Previously, Esther worked for Paglieri, Sara Lee and the Wella Group. She was a senior advisor at American Industrial Partners (AIP) and an independent director of Pernod Ricard, Ontex Group and Roca Corporación. Esther holds a degree in Economics and Business Science from Deusto University in San Sebastián (Spain), and studied Economics and International Business at the University of Bergamo (Italy).
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	Born in 1964, Jorge Constans holds a degree in Economics from the University of Barcelona, the General Management Programme of IESE and Business Management from ESADE. In a career spanning 22 years at Danone, he held several positions in sales, marketing, general management in Spain and was later Chairman and CEO of Danone France. He was then responsible for the Europe region, and responsibility for the USA was later added. During the last two years in the company, he was chairman of the dairy product division, with turnover of 12 billion € and present in more than 50 countries. At Louis Vuitton he held the position of Chairman and CEO. He currently serves on the Boards of Puig, Mango and Fluidra.
Ms AEDHMAR HYNES	Born in 1966, Aedhmar Hynes has developed her career in the communication and marketing industry over more than three decades, leading and supporting many of the most influential brands in the world through digital transformation and technological disruption (advising technological powerhouses such as Adobe, Cisco, Harmon, IBM, Lenovo and Xerox). For more than 25 years, Aedhmar Hynes has held several executive posts in Text100, one of the leading digital communication agencies in the world, with 22 offices and more than 600 consultants in Europe, North America and Asia. From 1997 to 2000 she was President of the Operations division in North America, participating in the foundation of the first Text100 office in Silicon Valley and the establishment of offices in the US market (New York, Boston, Rochester and San Francisco) and from 2000 to 2018 she held the post of Global CEO, making the agency a world leader in the digital marketing sector. In the course of her career, she has held the post of director at Rosetta Stone (RST) and Tupperware TUP (both traded on the New York Stock Exchange). Aedhmar Hynes is currently a member of the Board of Directors of IP Group plc IPO.L (which is traded on the London Stock Exchange) and Jackson Family Wines. She also participates actively in non-profit organizations, as a member of the Board of Directors of Technoserve, a member of the Board of Trustees of Connecticut Public Broadcasting Network and as a member and former president of the Board of Trustees of The Page Society. Aedhmar Hynes has been distinguished with some of the most significant awards in the digital communication sector (specifically, in recent years she has been included among the 50 most influential communications professionals in the world and in 2019 she was included in the “PRWeek” Hall of Fame).


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EXTERNAL INDEPENDENT DIRECTORS
Name of director	Profile
Mr BRIAN MCDONALD	Born in 1963, Brian McDonald was CEO of RGIS from 2014 to 2017. At that time, RGIS was the world’s leading inventory management company, a 680-million-dollar business with 53,000 associates in 30 countries around the world. Before joining RGIS, Brian was executive vice-president and operations director at Tyco International, where he had direct responsibility for its fire and security installation and services division valued at 7.8 billion dollars. Brian worked at Tyco for more than 10 years in different roles, including Sales Director, Vice-President of Field Operations, Vice-President of Southern Operations and Managing Director of ADT United Kingdom/Ireland. Before joining Tyco, Brian held several executive positions with the UTC Power and Otis Elevator units of United Technologies. He is currently an executive of BLM Advisors LLC, having held this post since January 2018. Since September 2022, he has also been a member of the Board of Directors of Modigent LLC, a US company that provides mechanical, electrical and HVAC service in a large part of the country. He has a Degree in Physics from the US Naval Academy and MBA in Operations management from the University of Virginia Darden Graduate School of Business. On graduating from the Naval Academy, Brian served for 5 years as a lieutenant and division officer aboard a US Navy aircraft carrier, overseeing its nuclear systems. He is a trustee of the US Naval Academy Foundation Athletics and Scholarship Programs.
Ms BARBARA BORRA	Born in 1960, Barbara Borra has been President and CEO of the home solutions division of the Franke Group since January 2019. Barbara has extensive international experience, having lived in 9 countries and 11 cities in Europe, the USA and China. Before joining Franke, Barbara worked at Whirlpool for 10 years, holding different senior management posts, most recently as Vice-President of operations in China. Previously, Barbara held a number of international posts in different countries during her time at Rhodia and General Electric. Barbara has a degree in Chemical Engineering from Turin Polytechnic and an MBA from INSEAD.


Total number of independent directors	6
% of total board	42.86

There are no observations.

State whether any director classified as independent receives

from the company or its group any amount or benefit for

items other than director remuneration, or maintains or has

maintained during the last year a business relationship with

the company or with any company of its group, whether in

the director’s own name or as a significant shareholder,

director, or senior manager of an entity that maintains or has

maintained such a relationship.

If applicable, include a reasoned statement from the board

regarding the reasons why it considers that the director in

question can carry out his/her duties as an independent

director.


Name of director	Description of relationship	Reasoned statement
No data

OTHER EXTERNAL DIRECTORS

Identify the other external directors and describe the reasons

why they cannot be considered proprietary or independent

directors, as well as their ties whether with the company, its

management or its shareholders:


Name of director	Reasons	Company, director or shareholder with which the director has ties	Profile
No data


Total number of other directors	N/A
% of total board	N/A


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State the changes, if any, in the category of each director

during the period:


Name of director	Date of change	Former category	Current category
Mr BRUCE WALKER BROOKS	07/05/2025	Other External	Proprietary

C.1.4. Complete the following table with information

regarding the number of female directors for the last 4 years,

as well as the category of such directors:


	Number of female directors				% of total directors of each category
	2025	2024	2023	2022	2025	2024	2023	2022
Executive					0	0	0	0
Proprietary	2				33.34	0	0	0
Independent	4	4	3	2	66.67	66.67	60	40
Other External					0	0	0	0
Total	6	4	3	2	42.86	28.57	23.08	16.67

C.1.5. State whether the company has diversity policies in

relation to the board of directors of the company on such

matters as age, gender, disability, or professional training and

experience. Small and medium-sized enterprises, as defined

in the Auditing Act, must disclose at least the policy they have

implemented in relation to gender diversity.

R Yes

£ No

£ Partial policies

If such diversity policies exist, describe them, their goals, the

measures and the way in which they have been applied and

the results obtained during the year. Also state the specific

measures adopted by the board of directors and the

appointments and compensation committee to achieve a

balanced and diverse presence of directors.

If the company does not apply a diversity policy, explain the

reasons why it does not do so.

Description of policies, goals, measures and how they have

been applied, as well as the results obtained

The Appointments and Compensation Committee (“ARC”)

Regulations establish that this Committee is responsible for

evaluating the necessary skills, knowledge and experience on

the Board, defining as a result the functions and aptitudes

required in the candidates to fill vacancies, evaluating the time

and dedication required for them to fulfil their duties. For this

purpose: (a) it will draw up a skills matrix; (b) it will evaluate the

time and dedication required for them to fulfil their duties

effectively; and (c) it will promote programmes to update

directors’ knowledge, when necessary. The ARC should also set

representation targets for the least-represented sex on the

Board, drawing up guidelines on how to reach this target and

reporting to the Board on matters of gender diversity and

qualifications of directors (see the Annual Report on the

activities of the ARC in 2025 for further information).

The selection policy for candidates to hold positions on the

Board of Fluidra (“Director Selection Policy”, which is published

on the Company’s website under “Investors, Corporate

Governance, Fluidra Policies”) is aimed at favouring an

appropriate composition of the Board of Directors. In

accordance with the Good Governance Code for Listed

Companies, the Director Selection Policy ensures that the

proposed appointments of Company directors are based on a

prior analysis of the needs of the Board of Directors, and

favours diversity of knowledge, experience and gender within

the Board of Directors, so that they do not suffer from implicit

bias that could lead to any kind of discrimination and, in

particular, could hinder the selection of female candidates,

promoting an increase in their presence in light of best

corporate governance practice, subject at all times to the

fundamental principle of merit and suitability of the candidate in

line with the analysis of the Company’s needs carried out by the

Board of Directors.

The Director Selection Policy assures compliance with applicable

legislation on diversity in the composition of the Board of

Directors and ensures that selection processes favour diversity

(not just of gender but also of nationalities, countries of origin,

cultural roots and experience and knowledge) so that they do

not suffer from implicit bias that could lead to any kind of

discrimination and, in particular, that could hinder the selection

of female candidates. It also establishes that, as a general rule,

proposals for the appointment or re-election of directors to be

submitted to the General Meeting cannot be for a term of more

than two (2) years, to give more flexibility to the incorporation of

directors if necessary for the company.

Among other activities, the ARC and the Board of Directors of

the Company have continued to work on increasing gender

diversity in the Board of Directors in accordance with the

provisions of article 529 bis of the Companies Act with the aim

of reaching the established percentage at the General

Shareholders’ Meeting of 2025. In the selection processes, our

starting point is an analysis of the Board’s skills map to


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determine the needs to be covered, and gender diversity is

taken into consideration, balanced alongside other criteria of

the desired profile, such as knowledge, nationality, experience

and technical capabilities, subject at all times to the

fundamental principle of merit and suitability of the candidate.

We can state that the measures adopted in relation to director

selection are working, and proof of this is the fact that three of

the last five appointments of independent directors have been

covered by women: Ms Esther Berrozpe, Ms Aedhmar Hynes

and Ms Olatz Urroz.

Furthermore, following the end of the tenure of two proprietary

directors, two women have been appointed. With these

appointments, the percentage of women on the Board has

increased to 42.86%, and therefore in 2025 the Company has

exceeded the requirement of 40% representation of the least-

represented sex on the Board.

C.1.6. Explain any measures approved by the Appointments

Committee in order for selection procedures to be free of any

implicit bias that hinders the selection of female directors,

and in order for the company to search deliberately for

women who meet the professional profile that is sought and

include them among potential candidates and reach a

balanced presence of men and women. Also state whether

these measures include measures to foster the presence of a

significant number of female senior executives:

Explanation of measures

In its Director selection and appointment criteria approved by the

Board of Directors, Fluidra establishes that, in choosing directors,

the Company will take into consideration the Board skills map to

determine the needs to be covered and gender diversity, with the

object of ensuring equality of opportunity as indicated in the

Equality Act, the Code of Commerce, the Companies Act and the

Auditing Act, with regard to non-financial and diversity reporting.

Similarly, Fluidra will strive to achieve in relation to its Board of

Directors, not only gender diversity, but also diversity of

nationalities, countries of origin, cultural roots, age and

professional experience and knowledge. Accordingly, in director

selection processes, candidates will be evaluated under criteria of

equality and objectivity, avoiding implicit bias that could lead to

any kind of discrimination and, in particular, hinder the selection

of female directors. In addition to the measures included in the

Director Selection Policy to foster diversity, described in section

C.1.5 above, one of the principles of which is to avoid, in the

selection of candidates, any kind of bias that could lead to

discrimination and, in particular, hinder the selection of persons

of either sex, the ESG (Environmental, Social and Governance)

Policy determines that all persons, irrespective of their race,

gender, religion or ideology, have the same opportunities of

access to the organization and personal treatment, to develop

their professional potential, in line with the group’s principles and

values. Furthermore, in accordance with the ESG Policy, the

Company must foster a business culture based on equality of

treatment and opportunities between men and women.

Finally, it should be noted that the selection processes have

deliberately sought to increase the Board with female

candidates, with the aim of achieving a gender balance on the

Board (see the Annual Report on the Activities of the

Appointments and Compensation Committee in 2025 for further

details).

The Company is also working to increase the number of female

senior executives in its Management Committee (“MAC”). In this

regard, in the first quarter of 2024 a new female executive

joined the MAC, which is now made up of 11 members, 2 of

which are women (18.18%).

If there are few or no female directors or senior managers

despite any measures adopted, describe the reasons for this:

Explanation of reasons

One of the goals of the Appointments and Compensation

Committee in relation to the director and senior management

selection policy is to favour diversity in terms of professional

background, knowledge, nationality and, especially, gender. In

2025 the Company complies with the requirement established

in the Companies Act concerning the presence of the least-

represented sex on the Board of Directors, reaching 42.86%. The

Board also has a good cultural balance and in terms of

geographic origin.

In this regard, the Appointments and Compensation Committee

continues to work so that future selection processes will

continue to favour gender diversity not only on the Board of

Directors but also in Senior Management, in order to comply

with the Good Governance recommendation on this matter.

C.1.7. Explain the conclusions of the appointments committee

regarding verification of compliance with the policy aimed at

favouring an appropriate composition of the board of

directors.

The Appointments and Compensation Committee oversees

compliance with the Director Selection Policy for the purpose of

ensuring that selection processes take into consideration

gender diversity balanced with other criteria of the profile being

sought such as knowledge, nationality, experience and solvency

of the candidates. In this regard, the most recent decisions of

the Appointments and Compensation Committee in relation to

the appointment of the new members of the Board of Directors

reflect effective compliance with the policy aimed at favouring

an appropriate composition of the Board of Directors. The

Appointments and Compensation Committee and the Board of

Directors of Fluidra are aware of the relevance of complying

with the provisions of article 529 bis of the Companies Act on

gender diversity and proof of this is the fact that with the

appointment by the General Shareholders’ Meeting of two

female proprietary directors in May 2025, the target of a

presence of more than 40% of the least-represented sex on the

Board has been reached.


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C.1.8. Explain, if applicable, the reasons why proprietary

directors have been appointed at the proposal of shareholders

whose shareholding is less than 3% of share capital:


Name of shareholder	Justiﬁcation
No data

State whether there has been no answer to formal petitions

for presence on the board received from shareholders whose

shareholding is equal to or greater than that of others at

whose proposal proprietary directors have been appointed. If

applicable, describe the reasons why such petitions have not

been answered:

£ Yes

R No

C.1.9. State any powers and faculties delegated by the board of

directors, including powers relating to the possibility of issuing

or repurchasing shares, to CEOs or committees of the board:


Name of director or committee	Brief description
ELOY PLANES CORTS	The Board of Directors has delegated on a permanent basis all the faculties permitted by law to Mr Eloy Planes Corts, Chairman and Co-CEO of the Company.
JAIME ALBERTO RAMÍREZ ALZATE	The Board of Directors has delegated on a permanent basis all the faculties permitted by law to Mr Jaime Alberto Ramírez Alzate, Co-CEO of the Company.

C.1.10.Identify any members of the board who are directors,

representatives of directors or officers of other companies

that form part of the listed company’s group:


Name of director	Name of group company	Position	Does he/she have executive duties?
Mr ELOY PLANES CORTS	ASTRAL NIGERIA, LTD	DIRECTOR	NO
Mr ELOY PLANES CORTS	FLUIDRA COMMERCIAL, S.A.U.	JOINT CEO	YES
Mr ELOY PLANES CORTS	INNODRIP, S.L.	JOINT CEO	YES
Mr JAIME ALBERTO RAMÍREZ ALZATE	INNODRIP, S.L.	JOINT CEO	YES
Mr JAIME ALBERTO RAMÍREZ ALZATE	FLUIDRA COMMERCIAL, S.A.U.	JOINT CEO	YES

C.1.11.Identify the posts of director or representative of

director held in other companies, whether or not they are

listed companies, by directors of your company or

representatives of directors:


Identification of director or representative	Name of company, listed or not	Position
Mr JOSÉ MANUEL VARGAS GÓMEZ	MaxamCorp Holding, S.L. (Rhône portfolio)	CHAIRMAN
Mr JOSÉ MANUEL VARGAS GÓMEZ	Petra Diamonds	CHAIRMAN
Mr JOSÉ MANUEL VARGAS GÓMEZ	ASK Chemicals International Holding, GmbH	DIRECTOR
Ms OLATZ URROZ GARCIA	Santander Consumer Bank AG / Santander Consumer Holding GmbH	OTHER
Ms ESTHER BERROZPE GALINDO	Attindas Hygiene Partners, Inc.	CHAIRMAN
Ms ESTHER BERROZPE GALINDO	Journey DPC Corp.	CHAIRMAN
Ms ESTHER BERROZPE GALINDO	Journey DPC Holdings Corp.	CHAIRMAN
Ms ESTHER BERROZPE GALINDO	Journey Personal Care Corp	CHAIRMAN
Ms ESTHER BERROZPE GALINDO	Journey Personal Care Holdings Corp.	CHAIRMAN
Ms ESTHER BERROZPE GALINDO	PCG Holdings LLC	CHAIRMAN
Ms ESTHER BERROZPE GALINDO	Journey Personal Care Holdings Ltd.	CEO
Ms ESTHER BERROZPE GALINDO	Attends Healthcare Products Inc.	CHAIRMAN
Ms ESTHER BERROZPE GALINDO	Journey Personal Care Holdings LLC	CHAIRMAN
Ms ESTHER BERROZPE GALINDO	Associated Hygienic Products LLC	CHAIRMAN
Ms ESTHER BERROZPE GALINDO	Laboratorios Indas, S.A.U.	SOLE DIRECTOR
Mr MANUEL PUIG ROCHA	Beijing Yitian Shidai Trading Co., LLC	DIRECTOR
Mr MANUEL PUIG ROCHA	Inmo Montaigne	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Ponteland Distribuiçao SA	DIRECTOR
Mr MANUEL PUIG ROCHA	Puig North America, INC	DIRECTOR


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Identification of director or representative	Name of company, listed or not	Position
Mr MANUEL PUIG ROCHA	Charlotte Tilbury Limited	DIRECTOR
Mr MANUEL PUIG ROCHA	Inmo USA INC	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Quaestor Holdings SA	VICE-CHAIRMAN
Mr MANUEL PUIG ROCHA	Cosmetika SAS	DIRECTOR
Mr MANUEL PUIG ROCHA	Isdin, S.A.	DIRECTOR
Mr MANUEL PUIG ROCHA	Colonial SFL, SOCIMI S.A. (formerly Inmobiliaria Colonial, SOCIMI, S.A.)	DIRECTOR
Mr MANUEL PUIG ROCHA	Sociedad Textil Lonia, S.A.	DIRECTOR
Mr MANUEL PUIG ROCHA	Quaestor Investments, S.A.	CHAIRMAN
Mr MANUEL PUIG ROCHA	Puig Brands, S.A.	VICE-CHAIRMAN
Mr MANUEL PUIG ROCHA	Inmocol Torre Europa, S.A.	CHAIRMAN
Mr MANUEL PUIG ROCHA	Exea Capital, SCR, S.A.	CHAIRMAN
Mr MANUEL PUIG ROCHA	Whymper 1865, S.C.R., S.A.	CHAIRMAN
Mr MANUEL PUIG ROCHA	Exea Ventures, S.L.U.	REPRESENTATIVE OF DIRECTOR
Mr MANUEL PUIG ROCHA	Tansiluxs, S.L.	JOINT DIRECTOR
Mr MANUEL PUIG ROCHA	Casa Fiesta Formentera y Asociados, S.L.	JOINT DIRECTOR
Mr MANUEL PUIG ROCHA	Exea Quorum (formerly Exea Empresarial, S.L.)	REPRESENTATIVE OF DIRECTOR
Mr MANUEL PUIG ROCHA	Inmo, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Lyskamm 1861, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	EXEA INVERSIÓN EMPRESARIAL, S.L. (formerly Puig, S.L.)	REPRESENTATIVE OF DIRECTOR
Mr MANUEL PUIG ROCHA	Maveinn Inversiones Inmobiliarias, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Torre Puig LH 4648, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Flamasats, S.L.	DIRECTOR
Mr MANUEL PUIG ROCHA	Schwarzsee 2018, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Real Automóvil Club de Cataluña, S.L.	OTHER
Mr JORGE VALENTIN CONSTANS FERNANDEZ	Puig Brands, S.A.	DIRECTOR
Mr JORGE VALENTIN CONSTANS FERNANDEZ	Punto Fa, S.L. (Mango)	DIRECTOR
Mr ELOY PLANES CORTS	Adbe Partners, S.L.	REPRESENTATIVE OF DIRECTOR
Mr ELOY PLANES CORTS	AI Lerele Inversions, S.L.	CHAIRMAN
Mr ELOY PLANES CORTS	Dispur, S.L.	DIRECTOR
Mr ELOY PLANES CORTS	Fixe Climbing, S.L.	REPRESENTATIVE OF DIRECTOR
Mr ELOY PLANES CORTS	Family Business Institute	TRUSTEE
Mr ELOY PLANES CORTS	Business and Climate Foundation	TRUSTEE
Mr ELOY PLANES CORTS	Catalunya Cultura Foundation	CHAIRMAN
Mr ELOY PLANES CORTS	Barcelona Chamber of Commerce	1^st VICE-PRESIDENT
Mr ELOY PLANES CORTS	Barcelona International Pool Trade Show	CHAIRMAN
Ms AEDHMAR HYNES	Jackson Family Wines	DIRECTOR
Ms AEDHMAR HYNES	IP Group Plc	DIRECTOR
Ms AEDHMAR HYNES	Connecticut Public Broadcasting Network	TRUSTEE
Ms AEDHMAR HYNES	Technoserve (Non-profit organization)	DIRECTOR
Ms AEDHMAR HYNES	The Page Society	TRUSTEE
Mr MICHAEL STEVEN LANGMAN	Freddy’s (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Rhône Group LLC and affiliated entities	CEO
Mr MICHAEL STEVEN LANGMAN	Vista Global Holding Limited (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Lummus Technology LLC (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Hospital for Joint Disease Musculoskeletal, NYU Langone Medical Center	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Wellbore Integrity Solutions LLC (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Saks Global (formerly Hudson’s Bay Company) (Rhône portfolio)	DIRECTOR
Mr BRIAN MCDONALD	BLM Advisors LLC	SOLE DIRECTOR
Mr BRIAN MCDONALD	US Naval Academy Athletics and Scholarship Foundation	TRUSTEE
Mr BRIAN MCDONALD	Modigent, Inc.	DIRECTOR
Ms BARBARA BORRA	Franke Home Solutions	CHAIRMAN -CEO


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Identification of director or representative	Name of company, listed or not	Position
Ms BARBARA BORRA	Franke Kitchen Systems Egypt S.A.E.	CHAIRMAN
Ms BARBARA BORRA	Franke S.p.A.	CHAIRMAN
Ms BARBARA BORRA	Franke New Zealand	CHAIRMAN
Ms BARBARA BORRA	Franke Australia Pty Ltd.	CHAIRMAN
Ms BARBARA BORRA	Industrias Spar San Luis S.A.	DIRECTOR
Ms BARBARA BORRA	Franke Mutfak ve Banyo Sistemieri Sanayi ve Tic. A.	CHAIRMAN
Ms BARBARA BORRA	Franke France SAS	CHAIRMAN
Ms BARBARA BORRA	Franke (China) Kitchen System Co. Ltd.	CHAIRMAN
Ms BARBARA BORRA	Franke Faber India Pvt. Ltd.	DIRECTOR
Ms BARBARA BORRA	Franke Mexico S.A. de C.V.	CHAIRMAN
Ms BARBARA BORRA	Franke UK Ltd.	CHAIRMAN
Ms MARIA DEL CARMEN GAÑET CIRERA	REPSOL, S.A.	DIRECTOR
Ms MARIA DEL CARMEN GAÑET CIRERA	EDREM, S.L.	DIRECTOR
Ms MARIA DEL CARMEN GAÑET CIRERA	S&I ADVISORYCO, S.L.	DIRECTOR
Ms MARIA DEL CARMEN GAÑET CIRERA	HQ AMERICA SOCIMI, S.A.	DIRECTOR
Mr BRUCE WALKER BROOKS	Copperweld	DIRECTOR
Mr JAIME ALBERTO RAMÍREZ ALZATE	Kimberly-Clark	DIRECTOR
Ms MERCEDES GRAU MONJO	Talenta Gestión SGIIC, S.A.	DIRECTOR
Ms MERCEDES GRAU MONJO	ELIX RENTAL HOUSING SOCIMI II, S.A.U.	DIRECTOR
Ms MERCEDES GRAU MONJO	ELIX SCM PARTNERS, S.L.	DIRECTOR
Ms MERCEDES GRAU MONJO	BOYSER CORPORATE PORTFOLIO, S.L.U.	DIRECTOR
Ms MERCEDES GRAU MONJO	MONGRAMER, S.L.	CEO
Ms MERCEDES GRAU MONJO	LOGISFASHION, S.L.	REPRESENTATIVE OF DIRECTOR

State any other remunerated activities of directors or

representatives of directors, irrespective of their nature,

other than those indicated above:


Identification of director or representative	Other remunerated activities
Ms OLATZ URROZ GARCÍA	Chief of Staff and Strategy at Banco Santander
Mr JORGE VALENTIN CONSTANS FERNANDEZ	He has provided business consultancy services for which he has received remuneration.
Mr BRIAN MC DONALD	He has provided consultancy services as an expert in the sector in relation to the acquisition of companies for which he has received remuneration.
Ms MARIA DEL CARMEN GAÑET CIRERA	Chief Corporate Officer at Colonial – SFL SOCIMI

Ms Barbara Borra receives remuneration for her post as

President and CEO of Franke Home Solutions.

Mr Jorge Constans receives remuneration for his posts as

director of Puig Brands, S.A. and Punto Fa, S.L. (Mango).

Mr Steven Langman receives remuneration for his post as

managing director of Rhône Group LLC.

Mr Brian McDonald receives remuneration for his posts as

director of Modigent, Inc.

Ms Aedhmar Hynes receives remuneration for her posts as

director of IP Group Plc and of Jackson Family Wines.

Mr Manuel Puig receives remuneration for his post as director

of Lyskamm 1861, S.L. and for his posts as director on the

boards of Puig Brands, S.A., Quaestor Holdings, S.A., Colonial

SFL, SOCIMI, S.A. and Real Club Automóvil de Cataluña, S.L.

Ms Esther Berrozpe receives remuneration for her post as CEO

of the Attindas Hygiene Partners Group: all the companies

mentioned above in which Ms Esther Berrozpe holds a post are

part of the Attindas Hygiene Partners Group.

Mr Jose Manuel Vargas receives remuneration for his post as

managing director of Rhône Group LLC, and for his post as

chairman in Maxam Corp Holding, S.L. and also as chairman of

Petra Diamonds.

Mr Bruce Brooks receives remuneration for his post as director

of Copperweld.

Mr Jaime Ramírez receives remuneration for his post as director

of Kimberly-Clark.


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C.1.12. State and, if applicable, explain whether the company

has established rules on the maximum number of boards on

which directors may serve, identifying, where appropriate,

where this is regulated:

R Yes

£ No

Explanation of the rules and identification of the regulating

document

In the Board of Directors Regulations, the Company establishes

in article 25 that anyone who belongs to more than four (4)

Boards of Directors of listed companies other than the Company

may not be appointed as a director of the Company.

C.1.13. State the following items relating to the total

remuneration of the board of directors:


Remuneration of the board of directors accrued in the year (thousand euros)	8,526
Amount of funds accumulated by present directors under long-term saving systems with vested economic rights (thousand euros) (thousand euros)	768
Amount of funds accumulated by present directors under long-term saving systems with non-vested economic rights (thousand euros)
Amount of funds accumulated by former directorsunder long-term saving systems (thousand euros)

Of the amount of vested pension rights accrued by the current

directors, as detailed in the attached table, €29,000 was accrued

in the 2025 financial year. The accrued remuneration includes

the vesting of the incentive corresponding to the 2nd cycle

2023-2025, which entails the delivery of 88,500 shares to Mr.

Eloy Planes and 70,800 shares to Mr. Bruce Brooks on June 25,

2026. Considering the share price as of December 31, 2025

(€23.16 per share), this would amount to a value of €2,050,000

for Mr. Eloy Planes and €1,640,000 for Mr. Bruce Brooks. The

amount corresponding to Mr. Bruce Brooks is received in

respect of the portion accrued in his capacity as former

Executive Director of Fluidra.

C.1.14. Identify the members of the company’s senior

management who are not executive directors and state the

total remuneration accruing to them during the year:


Name	Position
Mr KEITH MCQUEEN	CHIEF PRODUCT OFFICER (CPO)
Mr CARLOS FRANQUESA CASTRILLO	PRESIDENT – Southern Europe, Australia and New Zealand
Ms CLARA VALERA JAQUES	STRATEGY, INVESTOR RELATIONS AND M&A SENIOR DIRECTOR
Mr DAVID MÉNDEZ RODRÍGUEZ	PRESIDENT – Central-Northern Europe and Emerging Markets
Mr JAVIER TINTORÉ SEGURA	CHIEF FINANCIAL & SUSTAINABILITY OFFICER (CFSO)
Mr NICOLÁS MARTÍNEZ FERNÁNDEZ	GLOBAL INTERNAL AUDIT & COMPLIANCE DIRECTOR
Mr JONATHAN VINER	PRESIDENT – North America
Ms SANDRA SOFIA TAVARES DA SILVA	CHIEF PEOPLE AND TRANSFORMATION OFFICER
Mr JORGE ALBERTO MAYTORENA MONTAÑO	CHIEF OPERATIONS OFFICER (COO)
Mr JAVIER RAMÍREZ GARCÍA	CHIEF INFORMATION OFFICER


Number of women in senior management	2
Percentage of total members of senior management	18.18


Total senior management remuneration (in thousand euros)	5,582


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C.1.15. State whether the board regulations have been

amended during the year:

R Yes

£ No

Description of amendments

The Board of Directors resolved, with effect from 7th May 2025,

to approve an amendment of the Board of Directors Regulations

for the purpose of changing the name of the Audit Committee to

Audit and Sustainability Committee, and to modify the

composition of this Committee, which is now made up of four

members. The name of the Executive, Strategy and ESG

Committee was also changed, and is now called Executive

Committee.

Articles 3, 12, 13, 33 and 38 of the Board of Directors

Regulations were amended accordingly.

C.1.16. State the procedures for the selection, appointment,

re-election and removal of directors. Describe the competent

bodies, the procedures to be followed and the criteria applied

in each procedure.

Article 17.1 of the Board Regulations establishes that directors

will be appointed at the proposal of the Appointments and

Remuneration

Committee, in the case of independent directors, and following

a prior report by the Appointments and Compensation

Committee in the case of all other directors, by the General

Shareholders’ Meeting or by the Board of Directors. The

proposal for appointment or re-election must be accompanied

by a justificatory report from the Board assessing the

competence, experience and merits of the proposed candidate,

which will be attached to the minutes of the General

Shareholders’ Meeting or Board meeting.

In relation to external directors, article 18 of the Board

Regulations establishes that the Board of Directors will strive to

ensure that the elected candidates are persons of

acknowledged solvency, competence and experience, and must

exercise particular rigour in relation to those persons who are

called upon to fill the positions of independent director

established in article 6 of the Board Regulations.

In accordance with the provisions of the Appointments and

Compensation Committee Regulations, the Appointments and

Compensation Committee will evaluate the necessary skills,

knowledge and experience in the Board and will define,

consequently, the functions and aptitudes necessary in the

candidates who are to fill each vacancy and will evaluate the

time and dedication required for them to carry out their duties

properly. For this purpose, it will, among others: (a) draw up a

matrix of necessary skills of the Board of Directors to help the

Appointments and Compensation Committee to analyse the

skills, knowledge and experience of the directors who are

members of the Board and to define the functions and

aptitudes of the candidates who are to cover any vacancies

arising and (b) evaluate the time and dedication required for

them to fulfil their duties effectively.

Removal of Directors: Article 21.1 of the Board Regulations

establishes that directors will be removed from their post when

the period for which they were appointed has ended and when

the General Meeting so decides making use of the faculties

conferred on it by law or the Articles of Association. Reference

should therefore be made to the situations established in the

Companies Act, specifically in article 223 and following.

The Board may only propose the removal of an independent

director before the end of the term established in the Articles of

Association when there is due cause, observed by the Board

following a report by the Appointments and Compensation

Committee. In particular, due cause will be deemed to exist when

the director has failed to comply with the inherent duties of the

position or has incurred in the course of the term of office in any

of the circumstances of impediment described in the definition of

independent director established in the Companies Act.

In accordance with the Director Selection Policy, the selection of

candidates is based on a prior analysis of the needs of the

Company, the group and the Board. The Board must ensure that

the procedures for selecting its members favour diversity of

gender, nationalities, countries of origin, cultural roots,

experience and knowledge, so that they do not suffer from

implicit bias that could lead to any kind of discrimination and, in

particular, could hinder the selection of female candidates,

promoting an increase in their presence in light of best

corporate governance practice, subject at all times to the

fundamental principle of merit and suitability of the candidate in

line with the analysis of the Company’s needs carried out by the

Board of Directors. When a vacancy arises, the Board of

Directors will instruct the Appointments and Compensation

Committee to draw up a report setting out the evaluation of the

skills, knowledge and experience, and also the diversity that are

necessary in the Board of Directors and define, consequently,

the required functions and aptitudes of the candidates to fill

each vacancy. Based on this report, the Board of Directors will

carry out an analysis of the needs of the Company and the

group, which is to serve as the starting point for the director

selection process. The Company may make use of the services

of external advisors for the prior analysis of the Company’s

needs, the search for or evaluation of candidates to the post of

director or the evaluation of their performance.

The candidate selection process must, in any case, avoid any

kind of bias that could lead to discrimination and, in particular,

could hinder the selection of persons of either sex.

Any director may ask the Appointments and Compensation

Committee to take potential candidates into consideration to

decide whether it considers them suitable to cover vacancies on

the Board, provided that they meet the requisites established in

this Policy.

When the re-election of any director is being considered, the re-

election proposal submitted to the General Meeting by the

Board must be preceded by a report issued by the


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Appointments and Compensation Committee. This report will

evaluate, especially, the director’s performance during his or her

term of office and his or her capacity to continue performing

duties satisfactorily. In particular, in the case of independent

directors, particular consideration will be given to the analysis of

the Company’s needs in order to determine whether the

candidate for re-election can perform the functions and has the

skills required by the Board, and for the second re-election, as

the case may be, of an independent director, the Board of

Directors may not propose to the General Meeting re-election

for a term of more than two (2) years.

C.1.17. Explain the extent to which the annual evaluation of

the board has given rise to significant changes in its internal

organization and to the procedures applicable to its activities:

Description of changes

In accordance with the provisions of the Appointments and

Compensation Committee Regulations, the Appointments and

Compensation Committee will evaluate the necessary skills,

knowledge and experience on the Board of Directors and will

define the necessary duties and aptitudes of the candidates to

fill each vacancy accordingly, and will evaluate the time and

dedication required in order to discharge the duties well. For

this purpose: (a) it will draw up a matrix of necessary skills of the

Board of Directors to help the Appointments and Compensation

Committee to analyse the skills, knowledge and experience of

the directors who are members of the Board and to define the

functions and aptitudes of the candidates who are to cover any

vacancies arising; (b) it will evaluate the time and dedication

required for them to fulfil their duties effectively; and (c) it will

promote programmes to update directors’ knowledge, when

necessary.

The Appointments and Compensation Committee will also

promote and co-ordinate the annual performance evaluation

process of the Board of Directors, the Chairman of the Board, its

Committees, their members and of executive directors.

Fluidra regularly (once every three years at most) conducts

evaluations of the operation and composition of the Board of

Directors and its Committees, with the assistance of an external

consultant. The last two such evaluations were carried out in

2021 and 2024, by the external consultant Seeliger y Conde. In

2025 the evaluation was carried out internally.

The conclusion of the evaluation of the Board’s functioning and

composition has been positive, in general, highlighting that

attendance and access to management are adequate, and the

Board’s documentation correctly sets out the main resolutions

and actions. Presentations and debates are at an appropriate

level, with an agenda aligned to the Board’s strategic priorities.

The general functioning favours a suitable tone and an effective

balance between discussions in the Board and presentations by

management. Overall, it is considered that the Board’s

performance is excellent.

The Board’s effectiveness is therefore constantly advancing, with

improvements in the dynamics, practices and performance of

the Board, confirming a more solid structure for meetings, an

effective strategic approach and high levels of preparation and

commitment. In addition, the information flow and supervisory

practices show advances such as the improvement in interaction

with management, with the opportunity to increase the

frequency of interim updates of the CEO between meetings.

The results of the evaluation of the Board of Directors carried

out in 2025 were reviewed and approved by the Appointments

and Compensation Committee. The summary of conclusions

reflected the healthy state of Fluidra’s Board of Directors and its

Committees, and made suggestions to improve the Board of

Directors and continue advancing in the continuous

improvement of Fluidra’s governance bodies. Although the

annual Board evaluation has not given rise to important

changes in its internal organization or in the procedures

applicable to its activities, action plans have been defined aimed

at continuing to improve the effectiveness, efficiency and

strategic alignment of the Board of Directors, fostering an active,

integrated and forward-looking leadership structure.

Describe the evaluation process and the areas evaluated by

the board of directors, assisted, as the case may be, by an

external consultant, regarding the operation and composition

of the board and its committees and any other area or aspect

that has been evaluated.

Description of evaluation process and areas evaluated

The evaluation of the Board of Directors in 2024 was carried out

with the participation of an external consultant, taking into

account the recommendations of the Good Governance Code

for Listed Companies and international best practice in

corporate governance.

The purpose of the evaluation is to assess the Board’s

composition, operation and performance and provide a

framework for self-assessment of its skills and competences by

responding to a series of questions and statements. The

questionnaire is organized in four parts: the first analyses the

mechanics, the organization, the structure and the performance

of the Board, the second is a self-assessment of skills which

examines the capabilities of each of its members, the third part

concerns training needs and the last part asks for suggestions to

improve the general functioning of the Board.

In 2025, the results and conclusions of the evaluation carried out

in December 2024 by the external consultant were submitted to

the Chair of the Appointments and Compensation Committee.

C.1.18. In years when the evaluation has involved the

assistance of an external advisor, detail any business

relationship that the consultant or any company of its group

have with the company or any of the group companies.

In 2024, the evaluation of the Board of Directors was assisted by

the external consultant Seeliger y Conde, which has not

provided any service to the Company in 2025. In previous years,

Seeliger y Conde has provided certain advisory services to the

Company, mainly consisting of support in selection processes,

which in no case represent a conflict with the Company.


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C.1.19. State the circumstances in which the resignation of

directors is mandatory.

In accordance with article 21.2 of the Board Regulations,

directors must offer their resignation to the Board of Directors,

formalizing their resignation if the Board so decides, in the

following cases:

a) When they cease to hold the executive position to which their

appointment as director was associated.

b) When they incur any of the situations of incompatibility or

prohibition established by law.

c) When they are severely reprimanded by the Board of

Directors because of breaching their obligations as directors.

d) When their continued presence on the Board could

jeopardize or damage the Company’s interests, credit or

reputation or when the reasons for which they were

appointed no longer exist (for example, when a proprietary

director disposes of its shareholding in the Company). In

particular, directors will be required to inform the Board of

Directors and, as the case may be, resign when situations

affecting them arise, whether or not they are related to their

performance in the Company, that could damage the

Company’s credit and reputation, and particularly in relation

to any criminal case in which they are named as investigated

persons. The Board of Directors will examine the case and

decide, following a report from the Appointments and

Compensation Committee, whether or not it should take any

measures, such as commencing an internal investigation,

requesting the director’s resignation or proposing his or her

removal

e) In the case of independent directors, they may not remain in

their position as such for a continued period of more than 12

years, and therefore at the end of that term they must offer

their resignation to the Board of Directors.

f) In the case of proprietary directors (i) when the shareholder

they represent sells the shareholding in full and furthermore

(ii) in respect of the corresponding number, when the

aforesaid shareholder reduces its shareholding to a level that

requires a reduction in the number of proprietary directors.

Article 21.3 also establishes that, in the event that a director

ceases to hold his or her position before the end of the term of

office, due to resignation or any other reason, the aforesaid

director must explain the reasons in a letter which will be sent

to all members of the Board.

C.1.20. Are qualified majorities, different from the statutory

majorities, required to adopt any type of decision?

£ Yes

R No

If so, describe the differences.

C.1.21. Explain whether there are specific requirements, other

than the requirements relating to directors, in order to be

appointed chairman of the board of directors:

R Yes

£ No

Description of requirements

In accordance with the provisions of article 8 of the Board

Regulations, the Chairman of the Board of Directors will be

elected out of the Board members with the favourable vote of at

least nine (9) Board members, as established in the Company’s

Articles of Association, following a report from the

Appointments and Compensation Committee. The removal of

the Chairman of the Board will require that the corresponding

resolution be passed with the favourable vote of at least nine (9)

members of the Board of Directors.

C.1.22. State whether the Articles of Association or the Board

regulations establish any age limit for directors:

£ Yes

R No

C.1.23 State whether the Articles of Association or the Board

regulations establish any limit on the term of office or other

stricter requisites in addition to those established by law for

independent directors, that is different from the term

established by regulatory provisions:

£ Yes

R No

C.1.24. State whether the Articles of Association or the Board

regulations establish specific rules for proxy voting at Board

meetings through other directors, the manner of doing so

and, in particular, the maximum number of delegations that a

director may hold, as well as whether any restriction has been

established regarding the categories of directors who may be

delegated, beyond the restrictions imposed by legislation. If

so, briefly describe such rules.

As established in article 16 of the Board Regulations, Directors

shall make every effort to attend all Board meetings and when it

is impossible for them to attend in person for justified reasons,

they will grant representation in writing, on a special basis for

each meeting, appointing another member of the Board as

proxy with the pertinent instructions and notifying the Chairman

of the Board of Directors of this. Non-executive directors may

only delegate another non-executive director to represent them.


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C.1.25. State the number of meetings that the board of

directors has held during the year. In addition, specify the

number of times the board has met, if any, at which the

chairman was not in attendance. Proxies granted with specific

instructions shall be counted as attendance.


Number of meetings of the board	8
Number of board meetings at which the Chairman was not in attendance	0

State the number of meetings held by the lead independent

director with the other directors, at which no executive

director was present or represented:


Number of meetings	2

State the number of meetings held by the different

committees of the board during the year:


Number of meetings of the Executive Committee	0
Number of meetings of the Appointments and Compensation Committee	6
Number of meetings of the Audit and Sustainability Committee	6

C.1.26. State the number of meetings that the board of

directors has held during the year and data on attendance of

its members:


Number of meetings at which at least 80% of the directors were present in person	8
% of personal attendance with respect to total votes during the year	100
Number of meetings at which all directors were present in person or represented by proxies with specific instructions	8
% of votes cast by directors present in person or represented by proxies with specific instructions compared to total votes during the year	100

The attendance of each of the members of the Board of

Directors at Board meetings held in 2025 is detailed below:


1	Mr Eloy Planes Corts:	100%
2	Ms Esther Berrozpe Galindo (she delegated Ms Olatz Urroz García to represent her at one meeting)	87.5%
3	Ms Barbara Borra	100%
4	Mr Bruce W. Brooks	100%
5	Mr Jorge Constans Fernández	100%
6	Mr Bernardo Corbera Serra (until the date of expiration of his tenure, 7th May 2025)	100%
7	Mr Bernat Garrigós Castro (until the date of expiration of his tenure, 7th May 2025)	100%
8	Ms Aedhmar Hynes	100%
9	Mr Michael Steven Langman (he delegated Mr José Manuel Vargas Gomez to represent him at one meeting).	87.5%
10	Mr Brian McDonald	100%
11	Mr Manuel Puig Rocha	100%
12	Mr Óscar Serra Duffo (until the date of expiration of his tenure, 7th May 2025)	100%
13	Ms Olatz Urroz García	100%
14	Mr José Manuel Vargas Gómez	100%
15	Ms Mercedes Grau (from the date of her appointment, 7th May 2025)	100%
16	Ms María del Carmen Gañet (from the date of her appointment, 7th May 2025)	100%
17	Mr Jaime Alberto Ramírez Alzate (from the date of his appointment, 7th May 2025).	100%

Furthermore, the attendance of each of the members of the

Board of Directors at the meetings of committees held in 2025 is

detailed below:

• APPOINTMENTS AND COMPENSATION

COMMITTEE:


1	Ms Esther Berrozpe Galindo	100%
2	Mr Jorge Constans Fernández	100%
3	Mr Bernardo Corbera Serra (until the date of expiration of his tenure, 7th May 2025)	100%
4	Mr Michael Steven Langman (he delegated Ms Esther Berrozpe Galindo to represent him at one meeting in March 2025).	83.33%
5	Mr Brian McDonald (from the date of his appointment, 7th May 2025)	100%

• AUDIT AND SUSTAINABILITY COMMITTEE:


1	Mr Brian McDonald	100%
2	Ms Esther Berrozpe Galindo	100%
3	Mr Bernat Garrigós Castro (until the date of expiration of his tenure, 7th May 2025)	100%
4	Ms Olatz Urroz Garcia	100%
5	Mr José Manuel Vargas Gómez (he delegated Ms Olatz Urroz to represent him at one meeting in July 2025).	83.33%

For each of the absences, the Directors sent apologies for their

absence for duly justified causes and delegated another director

to represent them with specific voting instructions.


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C.1.27. State whether the individual and consolidated annual

accounts that are submitted to the board are previously

certified:

£ Yes

R No

Identify, if applicable, the person/persons that has/have

certified the individual and consolidated annual accounts of

the company for preparation by the board:

C.1.28. Explain the mechanisms, if any, established by the

board of directors so that the annual accounts that the board

of directors submits to the general shareholders’ meeting are

drawn up in accordance with accounting legislation.

As established in article 38.3 of the Board Regulations, the

Board of Directors will strive to draw up the accounts definitively

in such a way that they are prepared in accordance with

accounting legislation. In exceptional cases in which there are

qualifications, both the Chairman of the Audit and Sustainability

Committee and the external auditors will explain clearly to the

shareholders at the General Meeting the Audit and

Sustainability Committee’s opinion on their content and scope.

However, when the Board considers that it should uphold its

criteria, it will explain publicly the content and scope of the

discrepancy, making a summary of that opinion available to

shareholders at the time of publishing the notice of the General

Meeting.

C.1.29. Is the secretary of the board a director?

£ Yes

R No

If the secretary is not a director, complete the following table:


Name of secretary	Representative
Mr ALBERT COLLADO ARMENGOL

C.1.30. State the specific mechanisms established by the

company to preserve the independence of the external

auditors and the mechanisms, if any, to preserve the

independence of financial analysts, investment banks

and rating agencies, including how legal provisions have

been implemented in practice.

To preserve the independence of the external auditors:

Article 8 of the Audit and Sustainability Committee Regulations

establishes that the committee will exercise the following

powers in relation to the external auditor or audit firm:

• Submit to the Board proposals for the selection, appointment,

re-election and replacement of the external auditor or audit

firm, and their contract conditions, according to the criteria

indicated in the same Regulations (resources, experience and

geographical coverage of the audit firm; availability of

personnel with the necessary skills, technical resources,

independence of the audit firm, non-discrimination and

culture of quality and efficiency of the service);

• Meet with the external auditor or audit firm and receive

regular information on the progress and results of the audit

programme, and verify that the management team acts in

accordance with their recommendations (meetings that will

discuss, among other matters, the suitability of the scope of

consolidation, significant changes in accounting policy applied

or any significant internal control weaknesses identified, in

order to correct them and strengths in order to suitably

reinforce them).

• Approve a policy, an internal protocol and a selection

procedure for the auditor of the accounts.

• Ensure the independence of the auditor or audit firm in

carrying out its duties. Every year the Audit and Sustainability

Committee should receive written confirmation from the

external auditors or audit firm of their independence from the

company or companies directly or indirectly related to it, as

well as information on any additional services of any nature

provided and the corresponding fees received from those

companies by the external auditors or audit firm, or by

persons or entities related to them according to the

provisions of applicable legislation (in this regard, the Audit

and Sustainability Committee will issue a report each year,

before the audit report on the accounts is issued, in which it

will express an opinion on the independence of the auditors);

• Approve and review the Company’s internal policies to comply

with the obligations established in the Audit Actand in

Directive 2006/43/EC in relation to prohibitions after

completion of the audit work.

• Favour that the auditor of the group undertake responsibility

for the audits of the companies that make up the group, as

the case may be.

• Guarantee fluid and permanent communication with the

auditor, requesting information on the audit plan, its

effectiveness and any other matter related to the audit

process. These communications must be made together with

compliance of the duties and obligations of each party to

assure the external auditor’s independence.

In turn, article 54 of the Company’s Articles of Association

establishes that the auditors are to be appointed by the General

Meeting before the end of the financial year that is to be

audited, for an initial term, which may not be less than three

years nor more than nine years, counting from the date on

which the first financial year to be audited commences,

notwithstanding the provisions established in the legislation

regulating the audit activity with regard to the possibility of an

extension.

The General Meeting may appoint one or several natural or legal

persons who will act jointly.

When the persons appointed are natural persons, the General

Meeting must appoint as many alternates as principal auditors.


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The General Meeting may not revoke the auditors’ appointment

before the end of the term for which they were appointed,

unless there is due cause.

The Audit and Sustainability Committee will refrain from

proposing to the Board of Directors, and the latter in turn will

refrain from submitting to the General Meeting, the

appointment as auditor of the Company’s accounts of any firm

that incurs in a cause of incompatibility under legislation on

auditing as well as any firms in which the fees the Company

expects to pay to them, for all services, are more than five per

cent of their total revenues during the last financial year.

To preserve the independence of financial analysts, investment

banks and rating agencies:

The Company maintains relations with financial analysts and

investment banks in which it ensures the transparency, non-

discrimination, veracity and reliability of the information

provided. Corporate Financial Management, through Investor

Relations Management, is responsible for co-ordinating relations

with and handling requests for information from institutional or

private investors. The mandates to investment banks are

granted by Corporate Financial Management while Analysis and

Planning Management handles the work with such banks.

In 2018 the Company obtained credit ratings from Moody´s and

Standard & Poor’s, which are published on the Company’s

website and were originally reported to the market through

Relevant Event notices number 261590 and number 268995.

These credit ratings from Moody’s and Standard & Poor’s were

updated and confirmed respectively on 11th March and 6th

October 2025.

The independence of financial analysts is protected by the

existence of Investor Relations Management which is specifically

dedicated to dealing with them, guaranteeing objective,

equitable and non-discriminatory treatment among investors.

To guarantee the principles of transparency and non-

discrimination, and complying at all times with the regulations

on the Securities Market, the Company has several

communication channels:

• Personalized attention to analysts and investors

• Publication of information on quarterly, half-yearly and annual

results, communications of privileged information and other

relevant information. Publication of press releases.

• E-mail on the website (investor_relations@fluidra.com,

accionistas@fluidra.com). Shareholder information telephone

service (34 937243900)

• Presentations, both in person and by telephone. Visits to the

Company’s premises

All this information is accessible through the Company’s website

(www.ﬂuidra.com).

C.1.31. State whether the Company has changed the external

auditor during the year. If so, identify the incoming and

outgoing auditor:

£ Yes

R No

If there has been any disagreement with the outgoing auditor,

explain the content of such disagreements:

£ Yes

R No

C.1.32. State whether the audit firm performs other non-audit

work for the company and/or its group. If so, state the

amount of the fees received for such work and the percentage

this amount represents of the fees billed to the company and/

or its group for audit work:

R Yes

£ No


	Company	Group companies	Total
Amount of other non-audit work (thousand euros)	150	22	172
Amount of non-audit work / Amount of audit work (%)	100.9	1.54	11.1

In relation to the amount of other non-audit work, the Report of

the Audit Commission on the external auditor’s independence

can be consulted (published on the same date as this report on

the Company’s website) in which it is disclosed that the work in

question corresponds to other accounting verification services

related to the audit.

C.1.33. State whether the audit report on the annual accounts

for the previous year has qualifications. If so, state the

reasons given to the shareholders at the General Meeting by

the chairman of the audit committee to explain the content

and scope of such qualifications.

£ Yes

R No

C.1.34. State the number of years for which the current audit

firm has been auditing the company’s individual and/or

consolidated annual accounts without interruption. Also state

the percentage that the number of years audited by the

current audit firm represents with respect to the total

number of years in which the annual accounts have been

audited:


	Individual	Consolidated
Number of years without a break	10	10


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	Individual	Consolidated
No. of years audited by current audit firm / No. of years the company or its group has been audited (%)	45.50	41.70

C.1.35. State whether there is a procedure to ensure directors

have the necessary information to prepare meetings of

management bodies sufficiently in advance and, if so,

describe it:

R Yes

£ No

Description of the procedure

Fluidra adopts the necessary measures so that directors receive,

whenever possible, sufficiently in advance the necessary

information, specifically drawn up and oriented in order to

prepare the meetings of the Board and its Committees.

In this regard, in accordance with article 15 of the Board

Regulations, notice of the meetings of the Board of Directors is

to be issued at least five days in advance and will always include

the agenda for the meeting and the information necessary to

deliberate on and pass resolutions on the matters to be

discussed included in the agenda, unless the meeting of the

Board of Directors has been held or convened exceptionally for

reasons of urgency. The Chairman, as the person responsible

for the efficient operation of the Board, with the Secretary’s

collaboration, will ensure that directors receive such information

adequately. The Chairman of the Board of Directors may

convene extraordinary meetings of the Board when in his

opinion the circumstances so require, and in such cases the

term of advance notice and other requisites indicated above do

not apply. However, every effort will be made to ensure that any

documentation that is to be provided to the Directors is

delivered sufficiently in advance. Furthermore, Board meetings

will be deemed valid without the need to have been previously

convened if all the members are present or represented and

agree unanimously to hold a meeting.

The Board and its Committees also have an action plan that

details and schedules the activities to be carried out each year,

according to the competences and tasks assigned to them.

To provide all the information and clarifications necessary in

relation to the matters discussed, the principal senior managers

of the Group regularly attend the meetings of the Board and its

Committees, to provide information on matters within their area

of competence.

Furthermore, article 22 of the Board Regulations establishes as

follows:

1. Any director may request information on any matter that

falls under the competence of the Board and, in this regard,

examine its books, records, documents and other

documentation. The right to information extends to

companies in which a stake is held, whenever possible.

2. The request for information should be addressed to the

Secretary of the Board of Directors, who will convey it to the

Chairman of the Board of Directors and the appropriate

person in the Company.

3. The Secretary will inform the director of the confidential

nature of the information he or she requests and receives

and of the duty of confidentiality in accordance with the

Board Regulations.

C.1.36. State whether the company has established any rules

requiring directors to inform the company and, as the case

may be, resign, when situations affecting them occur,

whether or not they are related to their actions in the

company, that could be damaging to the company’s credit and

reputation, and, if so, provide a detailed description:

R Yes

£ No

Explain the rules

Article 32.2 of the Board Regulations establishes the obligation

for directors to inform the Company in any situations that might

damage the Company’s credit or reputation and, in particular, to

inform the Board of any criminal investigations in which they are

involved as investigated persons, as well as the subsequent

procedural phases, any disqualification procedures initiated

against them, any near-insolvency economic situations of any

trading companies in which they hold stakes or which they

represent or, as the case may be, the commencement of

insolvency proceedings against such companies.

This same article also establishes that in the event that a

director is prosecuted or a court order is issued against a

director for the commencement of a trial for any of the criminal

offences listed in article 213 of the Companies Act, the Board

will examine the case as soon as possible and, in light of its

specific circumstances, will decide whether or not the director is

to remain in office.

C.1.37. State whether the board has been informed or is

otherwise aware of any situation affecting a member of the

board, whether or not it is related to that member’s actions in

the company, that could be damaging to the company’s credit

or reputation, unless there are special circumstances that

have been duly noted in the minutes:

£ Yes

R No

C.1.38. Describe the significant agreements entered into by

the company that come into effect, are amended, or

terminate in the event of a change in control at the company

as a result of a takeover bid, and the effects thereof.

Not applicable.


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C.1.39. Identify individually, when directors are involved, and

on an aggregate basis in all other cases, and provide a

detailed description of the agreements between the company

and its management level and decision-making positions or

employees that provide for indemnities, guarantee or “golden

parachute” clauses upon resignation or unfair dismissal, or if

the contractual relationship is terminated as a result of a

takeover bid or other type of transaction.


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Number of beneficiaries	10
Type of beneﬁciary	Description of the agreement
Executive Chairman/ Co-CEO / Senior Managers	The Executive Chairman’s contract establishes compensation in the event of termination of his contract by Fluidra for any reason, except in the event of serious and culpable or negligent breach of his obligations as an executive director, for an amount equal to two years’ salary, based on the gross fixed annual salary received in the year termination occurs and the gross variable annual salary received. He will also be entitled to receive this compensation if he decides to end the contract by choice, provided that this is for any of the following causes: serious breach by the Company of the obligations acquired relating to his post; reduction and substantial limitation of his duties or powers; substantial modification of the conditions agreed in the contract; change of ownership of the share capital of Fluidra, whether or not there is any variation in the Company’s governing bodies. The amount of this compensation includes the legal compensation that he would be entitled to receive for termination of his previous employment relationship, of sixteen years and seven months, which was suspended by his appointment as a director. The contract includes a post-contractual non-compete clause for a term of two years after the end of provision of services. The economic compensation established for the obligation undertaken by virtue of the non-compete clause is two years’ fixed gross annual salary at the time of termination of the contract. The Co-CEO’s contract establishes minimum prior notice of 6 months for both parties in the event of termination without cause or at the Co-CEO’s decision. No prior notice will be necessary when the termination is due to serious and culpable or negligent breach of his professional obligations, or when a substantial change is made to the contract conditions. The contract establishes compensation in the event of termination of the contract by Fluidra for any reason, except for serious and culpable or negligent breach of his obligations as Co-CEO, for an amount equal to one year’s salary, based on the gross annual salary received in the year termination takes place and the gross variable annual salary received. He will also be entitled to receive this compensation in the event that he decides to terminate the contract by his own choice, provided that this is for any of the following causes: serious breach by the Company of the obligations acquired relating to his post; reduction and substantial limitation of his duties or powers; substantial modification of the conditions agreed in the contract; change of ownership of the share capital of Fluidra, whether or not there is any variation in the Company’s governing bodies. The contract includes a post-contractual non-compete clause for a term of two years after the end of provision of services. No specific additional compensation is established on account of these obligations as they are deemed remunerated through the fixed and variable remuneration received throughout the time the contract was in effect. The restriction on solicitation does not apply if services have not been provided to the group for more than 6 months. The contract provides for exclusivity throughout its term, although it provides, as an exception, that he may keep his post as director and member of the audit committee in Kimberly-Clark. Senior managers: Non-compete and non-solicitation: • One senior manager has a post-contractual non-compete and non-solicitation clause for a term of 18 months with no additional compensation. • One senior manager has a post-contractual non-solicitation clause for a term of 12 months with no additional compensation. • One senior manager has a post-contractual non-compete clause for a term of 18 months, and 15% of their remuneration already compensates the obligation not to compete. • Three senior managers have a post-contractual non-compete and non-solicitation clause for a term of 12 months, and 15% of their fixed remuneration comprises the remuneration of the non-compete obligation. For two of the senior managers, the amount received in this respect must be at least equal to one time their remuneration on the date of termination, otherwise the difference must be paid to them. For the third senior manager, the minimum in question is 60% of the annual fixed remuneration. • Two senior managers have a post-contractual non-compete clause for a term of 12 months, with 15% of their fixed remuneration being the remuneration for this obligation. For one of them the amount received in this respect must be at least equal to 1 times his fixed remuneration on the date of termination, otherwise he must be paid the difference. Guarantee clauses in the event of termination: • One senior manager is entitled to receive compensation in the event of termination of his contract by Fluidra for any reason, except in the event of fair dismissal, the amount of which is equal to one year’s fixed gross annual salary at the time of termination and payment of medical insurance for 12 months. • One senior manager is entitled to receive compensation in the event of termination of the contract by the Group for no cause or by the senior manager with cause, for an amount equal to one year’s gross fixed salary, the higher of the annual variable target and the last annual variable remuneration received and payment of medical insurance for 12 months, and payment of an outplacement service for a maximum term of 2 months. • One senior manager is entitled to receive compensation in the event of termination of his contract by Fluidra for any reason, except in the event of fair dismissal, for an amount equal to one year’s gross fixed salary at the time of termination.


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State whether, beyond the cases established by law, such

contracts have to be reported to and/or approved by the

decision-making bodies of the company or its group. If so,

specify the procedures, cases envisaged and the nature of the

bodies responsible for approval or reporting them:


	Board of Directors	General Meeting
Body that authorizes the clauses	P


	Yes	No
Is the General Meeting informed of the clauses?	P

C.2. Committees of the board of directors

C.2.1. Describe all the committees of the board of directors,

their members and the proportion of executive, proprietary,

independent and other external directors of which they are

comprised:


EXECUTIVE COMMITTEE
Name	Position	Category
Mr JOSE MANUEL VARGAS GOMEZ	MEMBER	Proprietary
Mr MANUEL PUIG ROCHA	MEMBER	Proprietary
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	MEMBER	Independent
Mr ELOY PLANES CORTS	CHAIRMAN	Executive
Ms AEDHMAR HYNES	MEMBER	Independent
Mr BRUCE WALKER BROOKS	MEMBER	Proprietary
Ms BARBARA BORRA	MEMBER	Independent
Mr JAIME ALBERTO RAMÍREZ ALZATE	MEMBER	Executive


% executive directors	25.00
% proprietary directors	37.50
% independent directors	37.50
% other external directors	0.00

Explain the duties delegated or assigned to this committee

other than those already described in section C.1.9, and

describe the procedures and rules of organization and

operation thereof. For each of these duties, state the most

important actions carried out during the year and how each

of the duties assigned to it, either by law or the Articles of

Association or in other corporate resolutions, has been

exercised in practice.

The duties of the Executive Committee, and its procedures and

rules of organization and operation, are set out in article 12 of

the Board of Directors Regulations:

a) To advise and propose to the Board of Directors actions of

strategic relevance on the Company’s growth, development,

diversification, business transformation and technology.

b) To advise the Board of Directors on the Company’s long-term

strategy, identifying new value creation opportunities and

submitting corporate strategy proposals to the Board of

Directors in relation to new investment or divestment

opportunities, financial operations with a material accounting

impact and relevant technological or structural organizational

transformations.

To study and propose to the Board of Directors

recommendations and improvements concerning strategic

plans and any updates thereto from time to time that are to

be approved by the Board of Directors.

c) To advise the Board of Directors on ESG, including the

following functions:

1. To advise on and propose the ESG strategy, and to propose

the Company’s sustainability and environmental policies.

2. To ensure that ESG is part of the Company’s strategic

business plans, acknowledging the strategic component that

ESG represents for the Company.

3. To report to the Board of Directors on possible amendments

and periodic updates of the ESG strategy, including the

Company’s strategy in relation to social action, the policies

on diversity and integration, human rights, equal

opportunities and work-life balance, regularly evaluating its

degree of compliance and submitting to the Board of

Directors proposals for improvement which it considers to

be in the Company’s best interest.

The Executive Committee will not under any circumstances

undertake oversight and control duties in relation to ESG, as

these are attributed, in accordance with the provisions of

their respective regulations, to the Audit and Sustainability

Committee and the Appointments and Compensation

Committee, as the case may be.

d) The Board may ask the Committee to draw up reports on

matters that come under its sphere of action.

The Executive Committee will make proposals and

recommendations to the Board of Directors on the actions it

considers appropriate in the sphere of competences described

in paragraphs (i) to (iv) above, but it will not have powers to

make any decision on the Company’s behalf, as the ultimate

decision-making powers on such matters correspond to the

Board of Directors and, where appropriate under the applicable

regulations, the General Meeting.


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APPOINTMENTS AND COMPENSATION COMMITTEE
Name	Position	Category
Ms ESTHER BERROZPE GALINDO	CHAIRMAN	Independent
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	MEMBER	Independent
Mr MICHAEL STEVEN LANGMAN	MEMBER	Proprietary
Mr BRIAN MC DONALD	MEMBER	Independent


% executive directors	0.00
% proprietary directors	25.00
% independent directors	75.00
% other external directors	0.00

Explain the duties assigned to this committee, including, if

appropriate, those that are in addition to the duties established

by law, and describe the procedures and rules of organization

and operation thereof. For each of these duties, state the most

important actions carried out during the year and how each of

the duties assigned to it, either by law or the Articles of

Association or in corporate resolutions, has been exercised in

practice.

The duties of the Appointments and Compensation Committee,

and its procedures and rules of organization and operation, are

set out in article 14 of the Board of Directors Regulations, and in

the Appointments and Compensation Committee Regulations.

In this regard, the duties assigned to this Committee correspond

mainly to those established by law and duties deriving from

good governance recommendations and the Appointments and

Compensation Committee Technical Guide.

The most relevant activities carried out by this Committee in

2025 are detailed in the annual report of the activities of the

Appointments and Compensation Committee for 2025, available

at www.ﬂuidra.com.


AUDIT AND SUSTAINABILITY COMMITTEE
Name	Position	Category
Mr JOSÉ MANUEL VARGAS GÓMEZ	MEMBER	Proprietary
Ms OLATZ URROZ GARCIA	CHAIRMAN	Independent
Ms ESTHER BERROZPE GALINDO	MEMBER	Independent
Mr BRIAN MC DONALD	MEMBER	Independent


% executive directors	0.00
% proprietary directors	25.00
% independent directors	75.00
% other external directors	0.00

Explain the duties assigned to this committee, including, if

appropriate, those that are in addition to the duties

established by law, and describe the procedures and rules of

organization and operation thereof. For each of these duties,

state the most important actions carried out during the year

and how each of the duties assigned to it, either by law or the

Articles of Association or in corporate resolutions, has been

exercised in practice.

The functions of the Audit and Sustainability Committee, and its

procedures and rules of organization and operation, are set out

in article 13 of the Board of Directors Regulations, and in the

Audit and Sustainability Committee Regulations. In this regard,

the duties assigned to this Committee correspond mainly to

those established by law and duties deriving from good

governance recommendations and the Audit Committee

Technical Guide. Certain additional duties are included in article

10 of the Audit and Sustainability Committee Regulations,

principally with regard to compliance.

The most relevant activities carried out by this Committee in

2025 are detailed in the annual report on the activities of the

Audit Committee for 2025, available at www.ﬂuidra.com.

Identify the directors who are members of the audit

committee and who have been appointed taking into account

their knowledge and experience in the areas of accounting,

auditing, or both, and report the date of appointment of the

chairman of this committee.


Name of directors with experience	Mr JOSÉ MANUEL VARGAS GÓMEZ / Ms OLATZ URROZ GARCIA / Ms ESTHER BERROZPE GALINDO / Mr BRIAN MC DONALD
Date of appointment of chair to that post	27/02/2025


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C.2.2. Complete the following table with information

regarding the number of female directors on the committees

of the board of directors at the end of the last four years:


	Number of female directors
	2025		2024		2023		2022
	Number	%	Number	%	Number	%	Number	%
Executive Committee	2	25	2	25	2	28.57	1	16.67
Appointments and Compensation Committee	1	25	1	25	1	25	1	25
Audit and Sustainability Committee	2	50	2	40	1	20	0	0

C.2.3. State, if applicable, the existence of regulations of the

board committees, where such regulations may be consulted,

and any amendments made during the year. Also state

whether any annual report on the activities of each

committee has been prepared voluntarily.

Appointments and Compensation Committee

The Committee is regulated in the Board of Directors

Regulations (article 14), and in the Appointments and

Compensation Committee’s own Regulations. Both Regulations

are published on the Company’s website. The Company draws

up an annual report on the activity of the Appointments and

Compensation Committee, the contents of which are published

together with the informative documentation for shareholders

in relation to the Ordinary General Shareholders’ Meeting.

Audit and Sustainability Committee

The Committee is regulated in the Board of Directors

Regulations (article 13) and in the Internal Rules of Conduct, and

also in the Audit and Sustainability Committee’s own

Regulations. All three Regulations are published on the

Company’s website. The Company draws up an annual report

on the activity of the Audit and Sustainability Committee, the

contents of which are published together with the informative

documentation for shareholders in relation to the Ordinary

General Shareholders’ Meeting.

Executive Committee

The Committee is regulated in the Board of Directors

Regulations (article 12), which are published on the Company’s

website.

The Board of Directors resolved, with effect from 7^th May 2025,

to amend the Audit and Sustainability Committee Regulations

and the Appointments and Compensation Committee

Regulations for the purpose of transferring certain functions,

until that date assigned to the Appointments and Compensation

Committee, to the Audit and Sustainability Committee to avoid

duplications and clearly assign responsibility for supervision of

sustainability.

At the same time, the occasion of this amendment was used to

adapt the functions of the Audit and Sustainability Committee to

certain provisions of the Technical Guide 1/2024 on Audit

Committees of Public Interest Entities and to develop in more

detail the supervisory duties in relation to sustainability.

The name of the Audit Committee was also changed to Audit

and Sustainability Committee and the composition of this

Committee was changed, and is now made up of four members.

In addition, the name of the Executive, Strategy and ESG

Committee was also changed and is now known as the Executive

Committee.


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D. RELATED-PARTY TRANSACTIONS

AND INTRAGROUP TRANSACTIONS

D.1. Explain any procedure and the competent bodies for

the approval of related-party and intragroup

transactions, indicating the company’s general internal

criteria and rules regulating the obligations of affected

directors or shareholders to abstain and detailing the

internal reporting and periodic control procedures

established by the company in relation to related-party

transactions the approval of which has been delegated

by the Board of Directors.

In accordance with the provisions of article 33 of the Fluidra

Board Regulations, any transaction carried out by the Company

or its subsidiaries with its Directors, shareholders holding 10%

or more of the voting rights or shareholders with representation

on the Board or with any other persons to be considered related

parties in the terms established by law, provided that, under

ruling legislation, they are deemed to be related-party

transactions and unless approval corresponds to the General

Meeting, will be submitted for authorization by the Board of

Directors, subject to a favourable prior report from the Audit

and Sustainability Committee. This authority may not be

delegated except in the cases and under the terms established

by law.

On one hand, when a related-party transaction has to be

approved by the General Shareholders’ Meeting, the proposed

resolution for approval adopted by the Board of Directors must

be submitted to the General Meeting indicating in that proposal

whether it has been approved by the Board of Directors with or

without a vote against it by a majority of the Independent

Directors.

On the other hand, when the Board of Directors delegates the

approval of related-party transactions in accordance with the

provisions of the law, it will establish in relation to such

transactions an internal reporting and periodic control

procedure, which will involve the Audit and Sustainability

Committee, to verify the equity and transparency of such

transactions and, as the case may be, compliance with the

applicable legal criteria. These transactions will not require a

prior report by the Audit and Sustainability Committee. The

Board of Directors approved an internal policy for the approval

of delegated related-party transactions, the date of effects of

which is 7^th May 2024.

In relation to the obligations of affected directors or

shareholders to abstain, article 33.2 of the Board Regulations

establishes that the directors affected by one of these

transactions, approval of which corresponds to the Board of

Directors and has not been delegated, must refrain from

participating in the deliberation and vote on the resolution in

question, as established by law, and therefore the number of

affected directors will be subtracted for the purposes of

determining the quorum and voting majority in relation to the

matter in question.

D.2. Disclose individually any transactions that are

significant due to their amount or subject-matter

carried out between the company or its subsidiaries and

shareholders holding 10% or more of the voting rights or

represented on the company’s Board of Directors,

stating what body was competent for approving them

and whether any affected shareholder or director has

abstained. If competence lay with the General Meeting,

state whether the proposed resolution has been passed

by the Board without a majority of the independent

directors voting against it:


Name of shareholder or any of its subsidiaries	% shareholding	Name of subsidiary	Amount (thousand euros)	Body that approved the transaction	Identification of significant shareholder or director that abstained	Proposal to General Meeting, if applicable, was passed by the Board without vote against of majority of independent directors
No data


Name of shareholder or any of its subsidiaries	Nature of the relationship	Type of transaction and other information necessary to evaluate it
No data


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D.3. Disclose individually any transactions that are

significant due to their amount or subject-matter

carried out between the company or its subsidiaries and

the company’s directors or senior managers, including

transactions with entities which the director or senior

manager controls or controls jointly, and stating what

body was competent for approving them and whether

any affected shareholder or director has abstained. If

competence lay with the General Meeting, state

whether the proposed resolution has been passed by the

Board without a majority of the independent directors

voting against it:


Name of directors or senior managers or their controlled entities or under joint control	Name of subsidiary	Relationship	Amount (thousand euros)	Body that approved the transaction	Identification of significant shareholder or director that abstained	Proposal to General Meeting, if applicable, was passed by the Board without vote against of majority of independent directors
No data


Name of directors or senior managers or their controlled entities or under joint control	Nature of the transaction and other information necessary to evaluate it
No data

D.4. Report individually any transactions that are

significant due to their amount or subject-matter

carried out by the company with its parent company or

with other companies belonging to the same group as

the parent company, including the listed company’s own

subsidiaries, unless no other related party of the listed

company has an interest in these subsidiaries or they

are wholly owned, directory or indirectly, by the listed

company.

In any case, report any intragroup transaction with entities

established in countries or territories considered to be tax

havens:


Name of the group company	Brief description of the transaction and other information necessary to evaluate it	Amount (thousand euros)
No data

D.5. Disclose individually any transactions that are

significant due to their amount or subject-matter

carried out by the company or its subsidiaries with other

related parties so considered in accordance with the

International Accounting Standards adopted by the EU

that have not been reported under previous headings:


Name of the related party	Brief description of the transaction and other information necessary to evaluate it	Amount (thousand euros)
IBERSPA, S.L.	Purchase of goods by FLUIDRA group from IBERSPA.	8,058

D.6. Describe the mechanisms established to detect,

determine and resolve potential conflicts of interest

between the company and/or its group, and its

directors, senior managers, significant shareholders or

other related parties.

In accordance with the provisions of the Fluidra Board of

Directors Regulations, a Board member must inform the Board

of Directors of the existence of any conflicts of interest and

refrain from attending and intervening in the deliberations that

affect matters in which that member is subject to a conflict of

interest, unless the applicable legislation authorizes him/her to

do so. A conflict of interest of the Board member is also

considered to exist when the matter affects any of the following

persons: the spouse or person with a similar relationship;

ascendants, descendants and siblings and their respective

spouses or persons with a similar relationship; ascendants,

descendants and siblings of the spouse or person with a similar

relationship; companies or entities in which the Board member

has, directly or indirectly, including through a proxy, a

shareholding that gives him or her a significant influence or the

Board member carries out in them or in their parent company a

post in the governing body or in senior management; for these

purposes, any shareholding of 10% or more in the share capital

or the voting rights or by virtue of which it has been possible to

obtain, in fact or in law, representation on the company’s

governing body, is presumed to grant significant influence: and,

in the case of proprietary directors, the shareholder or

shareholders who proposed their appointment or appointed

them or persons related directly or indirectly to them.

In any case, Board members may not use the Company’s name

or cite their status as Board members in order to carry out

transactions on their own account or on the account of persons

related to them. Board members may not carry out, directly or

indirectly, professional or commercial transactions with the

Company unless authorized by the Board in the terms

established by law, in the Articles of Association and in the

Board Regulations.


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Board members must report any direct or indirect stake that

they or their related persons hold in the capital of a company

with the same, a similar or complementary kind of activity to

that which constitutes the corporate object. Furthermore, Board

members may not engage, on their own account or on the

account of another, in the same, a similar or complementary

kind of activity to that which constitutes the corporate object

and may not hold the post of Board member or senior manager

in companies that are competitors of the Company, except for

any posts they may hold, as the case may be, in group

companies, unless they obtain the express authorization of the

General Meeting and notwithstanding the provisions of the

Companies Act.

Situations of conflict of interest of the Board members will be

disclosed in the annual report.

Furthermore, article 10 of the Company’s Internal Rules of

Conduct establishes as follows in relation to conflicts of interest:

Subject Persons in a situation of conflict of interest must observe

the following general principles of conduct: Independence:

Subject Persons must act at all times with freedom of judgement,

with loyalty to the Company and its shareholders and

independently of their own interests or those of any other party.

Consequently, they will refrain from favouring their own interests

to the expense of the Company’s interests.

Abstention: They must refrain from acting or influencing

decision-making that could affect the persons or entities with

which there is a conflict and from accessing Confidential

Information affecting such a conflict.

Communication: Subject Persons must inform the Company’s

Internal Audit and Compliance Director of any possible conflicts

of interest in which they may find themselves.

A conflict of interest is considered to be any situation in which the

Company’s interests or those of any of the companies of the

Fluidra group clash with the personal interest of the Subject

Person. A personal interest of the Subject Person will exist when

the matter affects him /her or Persons Closely Related to him/her.

Notwithstanding the provisions of Fluidra’s Internal Rules of

Conduct, the Company’s Board members will be governed with

regard to this matter by the provisions of the Company’s Board

of Directors Regulations.

Finally, in accordance with the provisions of article 33 of the

Board Regulations, the execution by the Company of any

transaction with Board members and with significant

shareholders or with shareholders who are represented on the

Board or with persons related to them, unless approval of such

transactions correspond to the General Meeting, will be

submitted to the Board of Directors for authorization, subject to

the prior favourable report of the Audit and Sustainability

Committee. However, the Board’s authorization will not be

deemed necessary in related-party transactions that comply

simultaneously with the following three conditions: (i) they are

carried out by virtue of contracts with standard terms and

conditions applicable en masse to a large number of customers;

(ii) they are carried out at prices or rates established on a

general basis by the party acting as supplier of the goods or

services in question; and (iii) the amount thereof does not

exceed 1% of the Company’s annual revenues.

Board members affected by one of such transactions will not

exercise or delegate their vote and will leave the room during

the Board meeting while the Board is deliberating on the matter,

and will be subtracted from the number of members of the

Board for the purposes of determining quorum and majorities

in relation to the matter in question.

D.7. State whether the company is controlled, in the

sense of article 42 of the Code of Commerce, by another

company, listed or not, and has business relations,

directly or through its subsidiaries, with that company

or any of its subsidiaries (other than those of the listed

company) or carries on activities related to the activities

of any of them.

£ Yes

R No


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E. RISK MANAGEMENT AND CONTROL SYSTEMS

E.1. Explain the scope of the company’s financial and

non-financial Risk Management and Control System,

including the system for managing tax risks:

Fluidra’s risk management system is designed to mitigate all the

risks to which the Company may be exposed on account of its

activity. The risk management structure is based on three

pillars.

• Common management systems, designed specifically to

mitigate business risks.

• Internal control procedures aimed at mitigating the risks

deriving from drawing up financial information and improving

the reliability of such information, which have been designed

in accordance with Internal Control over Financial Reporting

(ICFR).

• The risk map, which is the methodology used by Fluidra to

identify, understand and assess the risks that affect the

company. The aim is to obtain an overall view of risks,

designing a system of efficient responses aligned with the

business objectives.

The Risk Management and Control System works in an

integrated and continuous way to permit effective management

of the risks and the controls that mitigate them at all levels of

the organization. It is a global and dynamic system that

encompasses the entire organization and its environment,

including all subsidiaries and geographical areas. Compliance

with the system is mandatory for all employees of the Group, in

particular by managers and directors of the company.

E.2. Identify the decision-making bodies of the company

responsible for preparing and implementing the financial

and non-financial Risk Management and Control System,

including the system for managing tax risks:

Fluidra’s Risk and Opportunity Management System (“ROMS”) is

structured according to 3 lines of defence: the regional

businesses and their transactional support functions; the

corporate functions of oversight and control of the group’s

operations and Internal Audit. Oversight of the Group’s ROMS is

the responsibility of the Audit and Sustainability Committee, as

the delegated consultation body of the Board of Directors for

these matters. The risk management functions of the Audit and

Sustainability Committee include, among others:

• Periodic review of the results obtained in the ROMS;

• Evaluation of the effectiveness of the internal control and

management systems, as well as the measures established to

mitigate the risks identified;

• Assurance of the process established to identify and reassess

financial and non-financial risks;

• Identification and understanding of emerging risks, and their

alert mechanisms; and

• Assurance that risks are maintained and managed within the

tolerance levels established by the Board.

In turn, the role of the MAC is to identify the different types of

risks and opportunities, including among the financial and

economic risks any contingent liabilities and other off-balance-

sheet risks; identify the measures that are necessary to mitigate

the impact of the risks identified, in the event that they

materialize; identify the internal control and reporting systems

that will be used to control and manage the risks. Within the

MAC, the CFSO is responsible for management of the system

and the risk management function through the ERM

department. ERM is responsible for: supervising risks according

to the methodology and tools defined in the Policy; coordinating

the first and second lines of defence; promoting a sound risk

culture throughout the organization. Finally, the Internal Audit

department carries out independent oversight of the risk

management system, and of the internal control systems,

contributing with its recommendations to reducing the potential

impact of the risks on the organization to reasonable levels, and

to improving the risk management and control processes.

The objectives of the Audit and Sustainability Committee are:

• To report to the General Shareholders’ Meeting on any

matters arising within its sphere of competence.

• To propose to the Board of Directors, for submission to the

General Shareholders’ Meeting, the appointment of auditors

or audit firms as referred to in article 264 of the Companies

Act, and their contract conditions, the scope of their

professional engagement and, as the case may be, their

revocation or non-renewal.

• To supervise the effectiveness of the Company’s internal

control and Internal Control over Financial Reporting, internal

audit and the risk management systems, and to discuss with

the auditors or audit firms any significant internal control

weaknesses detected in the course of the audit.

• To supervise the process of drawing up and presenting

statutory financial information.

• To review the Company’s accounts, ensure compliance with

legal requirements and correct application of generally

accepted accounting principles, for which purpose it has the

direct collaboration of the external and internal auditors.


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• To handle and oversee relations with the external auditors or

audit firms in order to receive information on any matters that

could compromise their independence and any other matters

related to the auditing process, as well as any other

communications established in auditing legislation and

auditing standards.

• To supervise performance of the audit contract, ensuring that

the opinion on the Annual Accounts and the main contents of

the audit report are expressed clearly and precisely, and to

evaluate the results of each audit.

• To supervise compliance with legislation on related-party

transactions. In particular, it will ensure that such transactions

are reported to the market (Order 3050/2004, of the Ministry

of Economy and Treasury, of 15^th September 2004).

• To issue annually, prior to the issue of the audit report, a

report expressing an opinion on the independence of the

auditors or audit firms, as well as disclosing the provision of

any additional services.

• To examine compliance with the Internal Rules of Conduct,

the Audit and Sustainability Committee Regulations and the

Company’s rules of good governance and to make the

necessary proposals for improvement.

• To receive information and issue a report on any disciplinary

measures sought to be imposed on members of the

Company’s senior management team.

With regard to tax, the tax strategy approved by the Board is

governed by the following principles: compliance with the

applicable tax obligations in the territories where it does

business, promote a relationship of collaboration with the Tax

Authorities with which it relates, and protect sustainable value

generation for the Company’s different stakeholders. Tax

Management of the Group reports, at least once a year, to the

Board on the management of and compliance with tax

obligations as well as tax risk control and management aspects.

E.3. Point out the main financial and non-financial risks,

including tax risks and to the extent that they are

significant the risks deriving from corruption (with the

scope indicated in Royal Decree Act 18/2017), that could

affect the achievement of business goals:

Following the process of identifying and assessing the corporate

risks, a total of 34 risks were identified in 2025. The 10 most

significant risks are detailed below:

Financial risks:

a) Increase in prices of raw materials and supplies.

b) Fluctuations in exchange rates.

Non-financial risks:

a) Cybersecurity incidents.

b) Changes in competitors’ strategy that could affect market

dynamics.

c) Loss of competitiveness due to the failure to adapt to new

technologies.

d) Serious accidents affecting employees or third parties.

e) Water crisis.

f) Business interruption as a result of problems in IT systems.

g) Succession plans and loss of key personnel. Impossibility of

retaining talent.

h) Impacts deriving from catastrophic events in production or

logistic plants.

E.4. Identify whether the company has risk tolerance

levels, including one for tax risk:

Fluidra defined its risk tolerance (maximum acceptable value of

unexpected losses that the Company can handle). Based on the

values that were calculated, impact scales have been defined

that the group uses in its risk matrix.

The various risks are identified and assessed on the basis of an

analysis of the possible events that could give rise to such risks.

The assessment is carried out using metrics that measure

likelihood and impact. The controls in place to mitigate them are

determined as well as the additional action plans necessary if

such controls are considered insufficient.

This process, performed annually, lets the Company’s Risk Map

be obtained. The most relevant risks are taken from this map

and, together with the main variations compared to the

previous year, are submitted to the Audit and Sustainability

Committee for discussion and approval. The definition of the

scale of gravity and the scale of likelihood is carried out based

on qualitative and quantitative criteria.

Once the critical risks have been identified and re-assessed,

Company Management establishes specific actions, determining

the person responsible and timing, to mitigate the impact and

likelihood of such risks and at the same time reviews the current

controls over these risks. The analysis of risks, controls and

actions to mitigate their impact and likelihood is presented

annually to the Audit and Sustainability Committee, for

supervision and approval. The Audit and Sustainability

Committee subsequently reports to the Board of Directors.

E.5. State what financial and non-financial risks,

including tax risks, have materialized during the year:

In 2025, no risk with a material impact has materialized.

E.6. Explain the plans for responding to and supervising

the company’s main risks, including tax risks, as well as

the procedures followed by the company to ensure that

the board of directors responds to the new challenges

that appear:

In addition to what is explained in sections E.3 and E.5, Fluidra

also manages the following risks:


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Strategic risks:

• Continuing analysis of sales of new strategic products and

comparison with competitors based on market research

monitoring tools, statistical database analysis by type of

market and product. Comparative studies are performed that

let us measure the figures against the competition and update

product valuations with the information obtained.

• Customers with a greater awareness of sustainability: a study

is planned that will identify risks and opportunities in market

trends from the ESG standpoint.

• Analysis of new lines of business: advising from external

consultants specializing in development processes.

Operational risks:

• Protection of technology and R&D: given the activities carried

out by the different business units, this is an essential

milestone in order to maintain its competitive edge. Fluidra

has development criteria, policies and legal protocols to

assure this protection, encompassing information security

and cybersecurity.

• Action plans to ensure that production capacities are adapted

to the demand levels for new products.

• Expansion through the acquisition of companies in the sector:

integration processes in all areas so that the companies are

integrated efficiently.

• Impacts of climate change on operations: monitoring to

prevent alterations in the Group’s supply chain.

Financial risks:

• Corporate Management Control Department: detection and

rapid eradication of any irregularity in subsidiaries to

standardize the consolidation of financial and non-financial

statements; analysis of procedures and internal controls of

the subsidiaries successively checked by the Internal Audit

Department and reviewed by external auditors.

• Plan for implementation and update of the subsidiaries’

computer systems.

• Continuous monitoring of exposure to exchange rate risk or

interest rate risk and proposing corrective measures.

• Continuous monitoring of credit risk: analysing the financial

health and the profits obtained from customers that represent

a higher risk in relation to the fixed costs borne by Fluidra.

Regulatory and compliance risks:

• Procedure for identification and assessment of legal/tax risks

applied periodically: identify any conflicts/litigation that could

have an impact on the Company’s assets, or any differences of

opinion that might arise due to different interpretations of the

law with respect to a specific tax. Accounting provisions to

cover the risks are analysed and recorded.

• Providing annual information on environmental performance

and management: Fluidra works to guarantee the reliability

and integrity of the information provided on energy use,

waste generation and greenhouse gas emissions through

external verification of its Non-Financial Statement.

Environmental risks:

• Effect of climate change on the business: calculation of the

financial impact as a result of the possibility of a reduction in

sales of seasonal products and of potential property damage

and interruptions of its activity. This risk is offset with the

group’s geographical diversification, the increase in the

portfolio of products for adverse climate conditions and the

R&D of products with low water, energy and chemical product

consumption, as well as products and services that enable

efficient utilization of pools in any climate situation. The ESG

department performs a qualitative analysis of the physical

and transition risks. It has been determined that acute

physical risks on the business infrastructures and the costs

associated to prevention, adaptation and mitigation are the

most likely in the medium term and those that could have the

biggest impact.

• Environmental legislation: the subsidiaries/regions are

responsible for compliance with legislation and have the

support of the corporate ESG and HSE departments.

Human Resources risks:

• Talent management: people management to reduce

workplace conflicts and not affect the Company’s

performance: policy of bonuses linked to the company’s

results and personal targets; identifying and rewarding the

best professionals to attract and retain talent; individual and

collective development plans; succession plans that guarantee

the continuity of the Company.

• Occupational health and safety: investments are made in the

factories periodically and training is given to prevent

workplace accidents.

• Whistleblowing Channel: managed by the Ethics Committee,

for reporting any issue considered appropriate.

• Respect for internationally recognized Human Rights: efforts

are made to prevent and mitigate any potential risk that could

arise from the Company’s activities and/or commercial

relations. All employees and suppliers undertake to respect

the principles contained in the Universal Declaration of

Human Rights by accepting Fluidra’s respective Ethics Codes.

Reputational risks:

• Transparency in communications with stakeholders:

comparison with different international benchmarks and

external agency ratings to ensure compliance and plan future

improvements; publication of Annual Integrated Report.

• United Nations Global Compact and principles of the ILO.

Fluidra carries on its activity in some of the countries that

have not signed up to the Global Compact and ILO principles.

Supplier assessments and audits are performed and training

is given to them on the human rights commitments contained

in the Ethics Code.


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F. INTERNAL CONTROL AND RISK

MANAGEMENT SYSTEMS ON FINANCIAL

REPORTING (ICFR)

Describe the mechanisms that make up the control and risk

management systems in relation to the company’s financial

reporting (ICFR).

F.1. Control environment in the company.

Indicate, specifying their main features, at least the following:

F.1.1. What bodies and/or functions are responsible for: (i) the

existence and maintenance of an adequate and effective ICFR;

(ii) the implementation of this system; and (iii) supervision of

the system.

Fluidra S.A. and its subsidiaries formally define the

responsibilities for the adequate and effective existence of ICFR

in the Board of Directors Regulations.

The Board of Directors has designated Corporate Financial

Management of Fluidra as responsible for the implementation

and maintenance of ICFR.

As regards responsibility for supervising ICFR, articles 6 and 7 of

the Audit and Sustainability Committee Regulations explicitly

include the responsibility of the Audit and Sustainability

Committee in relation to supervision of the ICFR, as well as the

responsibility for supervising the process of drawing up and

presenting statutory financial information.

The Audit and Sustainability Committee has the support of

Internal Audit and Regulatory Compliance management in

fulfilling its responsibilities and this is reflected in the charter for

that management area.

F.1.2. Whether any of the following are in place, particularly

with regard to the process of preparing financial information:

• Departments and/or mechanisms in charge of: (i) the design

and review of the organizational structure; (ii) clearly

defining the lines of responsibility and authority, with an

appropriate distribution of tasks and duties; and (iii)

ensuring that there are sufficient procedures for the proper

dissemination of these in the company:

Fluidra has internal processes that establish the authorization

levels necessary to modify the organizational structure. Defining

the structure and reviewing it are ultimately responsibilities of

the Executive Chairman and CEO, with the support of the

Appointments and Compensation Committee. The

Appointments and Compensation Committee is made up of 4

directors from the Board of Directors, of whom 1 is a

proprietary director and 3 are independent.

Fluidra has an internal organization chart available on the

corporate intranet which covers the main business areas and

ranges from the position of Executive Chairman through the

CEO to the level of General Management of each business. This

organization chart specifies the areas and departments

(including the departments involved in the preparation, analysis

and supervision of the financial information), and details the

hierarchical dependencies.

For the purposes of preparing statutory financial information,

the Group Accounting Manual (GAM) sets out the basic lines of

responsibility existing in the process, policies, documentation

necessary and timing.

• Code of conduct, body that approves it, degree of

dissemination and instruction, principles and values

included (indicating whether the recording of operations

and the preparation of financial information are specifically

mentioned), body in charge of analysing breaches and

proposing corrective actions and penalties:

Fluidra’s commitments include focusing its efforts on ensuring

that operations are carried out in an environment of ethical

professional practice. This is carried out through the

implementation of mechanisms aimed at preventing and

detecting fraud committed by employees, or inappropriate

practice that could lead to sanctions, fines or damage the

Group’s image, and also by reinforcing the importance of ethical

values and integrity among its professionals.

Fluidra has a Code of Conduct (hereinafter Ethics Code), the first

version of which was approved by the Board of Directors at a

meeting held on 16^th December 2008 and the latest version at

the Board meeting held on 7^th May 2024.

The Ethics Code must be observed by all employees of the

Group and is accessible to all employees through the corporate

website and the “myfluidra” Intranet. All employees, when they

join Fluidra, receive a copy of the Ethics Code which they have to

sign as evidence of their agreement to comply with Fluidra’s

internal policies.

The main values included in the Ethics Code are those of

bringing maximum transparency to Fluidra’s business, creating

an environment of trust for its customers, suppliers,

shareholders, employees, public and private institutions and for

society in general. The Ethics Code is based on the ten principles

declared in the UN Global Compact and seeks to be the guide

that sets out the most relevant ethical principles and behaviour

to be observed in internal and external relations, including and


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updating all conduct that is not permitted from a legal

approach.

The general ethical principles considered in the Fluidra Ethics

Code are specified in terms of the ICFR (Internal Control over

Financial Reporting), in values associated to professional

integrity and responsibility, guidelines for action related to a

greater or lesser extent to the reliability of the financial

information and compliance with applicable legislation.

Updates and amendments of the Ethics Code are proposed and

promoted by the Audit and Sustainability Committee. The

modifications that have been made to the Ethics Code are

indicated below:

• On 28^th February 2012, the Audit and Sustainability

Committee approved the review of the Ethics Code with the

aim of incorporating modifications that reflected the evolution

of the legal framework to which it is subject, especially with

regard to the responsibilities of the Board of Directors and the

Audit and Sustainability Committee.

• In 2015, Fluidra reviewed the Ethics Code again, with the aim

of bringing it into line with new legislative changes, updating it

once again in 2016 to the latest changes in regulations.

• In addition to the Ethics Code, Fluidra also has other features

that seek to achieve an environment of ethical professional

practice.

• In 2017, the Compliance Coordination Committee was

consolidated, made up of the corporate areas of Human

Resources, Internal Audit, Legal Advising and by the CFSO. As

established in its Rules of application, its main functions are as

follows:

◦ Promoting, disseminating and applying the Ethics Code

throughout the Group.

◦ Ensuring that the criminal offence prevention and control

model is developed correctly in the Group.

◦ Encouraging the creation of internal policies, rules and

procedures.

• In 2019, the Board of Directors of Fluidra published a new

Ethics Code, resulting from the merger of the two codes of

conduct of the former Fluidra and the former Zodiac. Group

Management prepared a compulsory online course for all

employees aimed at helping them to know and understand

the principles and commitments of the organization. The

course consisted of three parts: an information video of the

Chairman of the Group, an online course on the New Ethics

Code, and finally acceptance of the Fluidra Ethics Code.

At the end of 2019, the Audit and Sustainability Committee

opted to coordinate Compliance Management and the position

of compliance officer in Internal Audit management under the

leadership of the Global Internal Audit Director. As part of this

change, the Compliance Coordination Committee undertook

advisory functions to the Global Internal Audit and Compliance

Director.

In 2022 the Ethics Code was revised to bring the contents

relating to the Whistleblowing Channel into line with the

changes that had taken place in that mechanism in order to

comply with Directive 2019/1937. Furthermore, on the occasion

of that change, the Code became the responsibility of HR & ESG

Management.

In 2023, following the movement of the ESG Department from

the former HR & ESG Management to Financial Management, it

was agreed that the Code would become the responsibility of

the ESG Department.

In 2024, certain changes were made to the Ethics Code to adapt

it to the new legislation (Corporate Sustainability Due Diligence

Directive or “CSDDD”) and cover the requirements of the ESG

ratings.

• Whistleblowing channel that makes it possible to report any

irregularities of a financial or accounting nature to the audit

committee, as well as any possible breach of the code of

conduct and irregular activities in the organization,

specifying, if appropriate, whether it is confidential and

whether it provides the possibility of reporting

anonymously respecting the rights of the whistleblower and

the person reported:

Fluidra also has an Ethics Committee, whose role is to deal with

the queries and complaints received through the Whistleblowing

Channel. Its objective is to carry out monitoring and control of

compliance with the principles established in the Ethics Code.

The Ethics Committee reports annually to the Audit and

Sustainability Committee the breaches of the Ethics Code

identified and the corrective actions and disciplinary measures

proposed, if necessary. All communications between the Ethics

Committee and the employees of Fluidra are totally confidential,

respecting the limitations established in applicable personal

data protection legislation. In this regard, all members of the

Ethics Committee are authorized to know the combined

information of all queries and notifications received from the

group through the query and notification procedure.

The Whistleblowing Channel is the Internal Reporting System

that Fluidra makes available so that any person can report

breaches (or risks of breaches) of the applicable legislation or of

the Ethics Code that have occurred in the context of Fluidra’s

activities, in compliance with the provisions of Act 2/2023, of 20^th

February, regulating the protection of whistleblowers and

combatting corruption, and of all the requirements deriving

from it, as well as any applicable local legislation.


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• Regular training and update programmes for personnel

involved in the preparation and review of financial

information, as well as in the evaluation of ICFR, covering at

least accounting policies, auditing, internal control and risk

management:

With the aim of promoting training and development, Fluidra

has the Fluidra MyCampus platform. The aim of MyCampus is to

consolidate an offering of corporate training on multidisciplinary

and business contents to promote the transmission of internal

knowledge and also the acquisition of new knowledge by

offering external content.

Bolstering internal training in Fluidra, by offering courses in the

main functional and business areas given by internal trainers,

whenever possible, is considered key in order to take full

advantage of Fluidra’s knowledge and foster interrelation

among Fluidra’s professionals.

Since 2021, we have had the contents of LinkedIn Learning

including financial content available to our employees on

demand.

For aspects related to the preparation of financial information,

Fluidra invests in training on accounting and financial skills by

giving training to the employees involved in the subsidiaries

through in-person visits, or online, which goes over the

reporting statements, the different information needs for

central services or criteria for obsolescence or insolvency,

among others.

F.2. Financial reporting risk assessment

Indicate at least the following:

F.2.1 What are the main features of the risk identification

process, including the process of identifying the risks of error

or fraud, with respect to:

• Whether the process exists and is documented:

The process followed by Fluidra to identify risks of error in the

financial information is systematic and well documented. Fluidra

places special emphasis on the identification of risks of material

error or fraud, by determining financial reporting control

objectives for each of the risks identified. This risk identification

process is carried out and documented by Financial

Management of Fluidra and is supervised by the Audit and

Sustainability Committee, with the support of Internal Audit.

Whether the process covers all the financial reporting

objectives (existence and occurrence; completeness;

valuation; presentation, breakdown and comparability, and

rights and obligations), whether it is updated, and how often:

The process is structured so that, on a regular basis, the areas

that can have a material effect on the financial statements are

analysed based on a range of criteria that include quantitative

and qualitative factors, identifying relevant areas/locations at

transaction level, to the extent that they are affected by

transactions with a material impact on the financial statements.

The scope of the areas identified is reviewed by Corporate

Financial Management of Fluidra and is ultimately supervised by

the Audit and Sustainability Committee. If in the course of the

year (i), circumstances not previously identified that show

possible errors in the financial information or (ii), substantial

changes in Fluidra’s operations come to light, Financial

Management assesses the existence of the risks that should be

added to the risks that have already been identified

The existence of a process for the identification of the

consolidation perimeter, taking into account, among other

matters, the possible existence of complex corporate

structures, holding entities, or special purpose entities:

Through meetings with General Management of the divisions

and the Legal Department, Financial Management regularly

updates the corporate structure defining the consolidation

perimeter for accounting and tax purposes. In addition, at least

once a year the consolidation perimeter is supervised and

approved by the Audit and Sustainability Committee.

The Company has a tax policy that sets out the guidelines for

the group’s legal structure, seeking to attain the business goals

while avoiding complex instrumental structures.

Whether the process takes into account the effects of other

types of risks (operational, technological, financial, legal, tax,

reputational, environmental, etc.) to the extent that they

affect the financial statements:

The process takes into account other types of risks to the extent

that they affect the financial statements.

What governance body of the company supervises the

process:

As indicated in the Board of Directors Regulations, the Audit and

Sustainability Committee is responsible for reviewing the

internal control and risk management systems periodically, so

that the main risks are identified, managed and reported

adequately.

F.3. Control activities.

Indicate whether at least the following are in place and

describe their main features:

F.3.1. Procedures for review and authorization of financial

information, and description of the ICFR, to be published in

the securities market, indicating the persons or divisions

responsible for them, as well as documentation describing the

flows of activities and controls (including those relating to risk

of fraud) of the various types of transactions that could

materially affect the financial statements, including the

closing process and the specific review of significant

judgements, estimates, valuations, and projections.

Fluidra has a range of procedures to validate the accounting

closing and the preparation of financial information for all areas.

The control activities identified and formally documented focus

on activities related directly to balances and transactions that


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could have a material effect on the financial statements and also

seek to mitigate the risk of fraud.

As regards the closing procedure and the procedure for the

review and authorization of the financial information published

on the market, it commences with the establishment of a

detailed calendar of closing activities duly distributed to all the

divisions through the GAM. Thereafter, each subsidiary reports

its financial data using a standard format determined by

Financial Management using the FCCS tool. Financial

Management is then responsible for the consolidation process,

and prepares the Consolidated Annual Accounts, which are

validated by the CFSO for subsequent presentation to and

supervision by the Executive Chairman, CEO, Internal Audit

management, the Audit and Sustainability Committee and the

Board of Directors.

Fluidra also has a series of procedures through which Financial

Management reviews ICFR, mainly consisting of:

• Existence of an ICFR management policy that articulates the

scope, responsibilities, procedure for evaluating the

effectiveness of the model, supervision of the model,

establishment of action plans and their follow up, and

supervision by the Audit and Sustainability Committee.

• System for evaluating the internal control model through Self-

Evaluation questionnaires: Financial Management of Fluidra,

based on the process of identifying and assessing risks and

controls, defines self-evaluation questionnaires which must be

completed by the Divisions considering the minimum

requisites to guarantee reasonable assurance as to the

reliability of the financial information. Internal Audit

supervises the effectiveness of the model in accordance with

the provisions of the internal audit plan.

In relation to the specific review of relevant judgements,

estimates, valuations and projections, this takes place initially in

the existing control activities either in the routine transactions of

Fluidra, or through the control mechanisms in place in the

process of preparing the financial information detailed in the

GAM. Depending on the degree of judgement and estimation

applied and the potential impact on the financial statements,

there is a subsequent scale of discussion and review involving

General and Financial Management of the Division, Corporate

Financial Management, the CEO, the Executive Chairman, the

Audit and Sustainability Committee and the Board of Directors,

in that order, in cases of substantially relevant aspects in the

preparation of financial information.

When third-party experts are involved in areas subject to

judgement, estimate, valuation and projections, they discuss

and present their results to Financial Management, after having

applied a series of control and supervision procedures to the

work carried out by these experts, and depending on their

materiality they are submitted to the Audit and Sustainability

Committee.

In particular, the main judgements and estimates addressed

during the year are those indicated in the notes to the

Consolidated Annual Accounts for the year.

F.3.2. Internal control policies and procedures on information

systems (including, among others, secure access, change

control, operation of the systems, operational continuity, and

segregation of duties) that provide support for the company’s

relevant processes in drawing up and publishing financial

information.

Fluidra uses information systems to carry out and maintain

adequate recording and control of its operations. As part of the

process of identifying risks of error in the financial information,

Fluidra identifies, through Financial Management, the systems

and applications that are relevant in preparing it. The systems

and applications identified include both those directly used in

preparing the financial information and the interfaces with this

system, notably in relation to sales/accounts receivable and

purchases/accounts payable.

The policies and procedures concerning Fluidra’s information

systems cover both hardware and software security with regard

to access (ensuring segregation of functions through adequate

restriction of access), procedures to check the design of new

systems or modifications to existing systems, the operation of

the systems and continuity in their operation (or start-up of

alternative systems and applications) in the event of incidents

that affect their operation. These policies seek, among others, to

guarantee the following aspects:

• Secure access both to data and applications.

• Control over changes in the applications.

• Correct operation of the applications.

• Availability of data and continuity of the applications

• Adequate segregation of functions

• Raising awareness of individual participation in computer

security

a) Secure access:

A series of measures at different levels have been defined to

prevent unauthorized access both to data and to the

applications. At software, operating system and database level,

the user-password combination is used as a preventive control.

At data level, profiles have been defined which limit access to

data and on which a segregation of functions matrix is being

developed that will ensure the compatibility of the user’s

functions according to his/her responsibilities.

b) Change control:

A change management methodology has been developed and

implemented which establishes the safeguards and validations

necessary to limit the risk in this process. Since 2012 a new

methodology called “change request” has been in use. The main

aspects featured include the following:


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• Approval by the business area

• Testing prior to production

• Specific environments for development and test tasks

• Reverse procedures

• Segregation of functions as the development team does not

have access to production.

c) Operation:

To ensure that operations are carried out correctly, the

interfaces between the systems involved in preparing financial

information are monitored. There is also an internal “Help Desk”

service for end users in the event of detecting any kind of

incident, query or request for training and which controls the

efficiency of the operation of the information systems.

d) Availability and continuity:

In Barcelona, the Company has two new outsourced Data-

Processing Centres that enable it to ensure the availability of the

information system in a contingency. These Data-Processing

Centres mainly provide service to the subsidiaries located in

Europe, Middle East, South America, South East Asia and Africa.

All of this is supported, furthermore, by a Disaster Recovery Plan

(DRP) with the tasks and steps to be carried out to restore the

systems in such an event. DRPs are tested in real conditions once

a year. In addition, daily backups are made of the data and

applications, which are kept at a secure location temporarily.

There are also two Data-Processing Centres in Girona, where the

main warehouse is located, with annual testing and daily backups.

Specific on-premise applications for Fluidra’s North American

companies are kept at two outsourced Data-Processing Centres,

located in Atlanta, providing support to the subsidiaries located

in the USA and Canada, as well as the plant located in Tijuana.

This DRP is also tested annually, and daily backups are made.

In Australia, the data of the main applications are stored at the

head offices in two Data-Processing Centres of our own (main and

backup), located in Smithfield and Keysborough, which provide

support to the subsidiaries located in Australia and New Zealand.

These DRPs are also tested annually, and daily backups are made.

For all Data-Processing Centres, data recovery testing

processes are performed routinely in order to verify the

integrity of the system.

e) Segregation of functions:

A series of profiles have been defined describing the

functionalities to which a user should have access in the

Information Systems. These profiles are used to prevent a user

from having more privileges than are strictly necessary. The

definition of these profiles is currently under review.

f) Awareness raising:

Fluidra has implemented a Cybersecurity Awareness Program

that includes phishing simulations and training courses for all

employees with digital identity

F.3.3. Internal control policies and procedures designed to

supervise management of activities outsourced to third

parties, as well as the aspects of assessment, calculation or

valuation entrusted to independent experts, which may

materially affect the financial statements.

If a service has to be outsourced or an independent expert has

to be involved in assessments, calculations and valuations with a

significant impact on the financial information, Financial

Management of Fluidra leads the decision-making process.

F.4. Information and communication.

Indicate whether at least the following are in place and

describe their main features:

F.4.1. A specific function charged with defining and updating

accounting policies (accounting policy area or department) and

with resolving questions or conflicts arising from their

interpretation, maintaining fluid communications with those

responsible for operations at the organization, as well as an

updated accounting policy manual that has been

communicated to the units through which the entity operates.

Among other functions, Financial Management is responsible

for keeping the accounting policies applicable to the group up to

date. In this regard, it is responsible for updating the GAM,

which includes the group’s accounting policies and chart of

accounts, as well as an analysis of any regulatory and

accounting changes that could have an impact on Fluidra’s

financial reporting.

The GAM is updated periodically, or when a significant new

development so requires, and was last updated in June 2025.

The updates review both accounting policies based on changes

in applicable EU-IFRS and the group’s accounting structure,

ensuring traceability between individual charts of accounts of

the group subsidiaries and the Fluidra chart of accounts which is

used as the basis for drawing up the different reporting

packages to be provided to external bodies. Changes and

updates to the GAM are communicated to all responsible

financial personnel by e-mail. The latest version of the GAM is

always available on the group’s intranet under the heading

“policies and procedures”.

Financial Management is also responsible for clearing up any

doubts about the accounting treatment of certain transactions

raised by the personnel responsible for preparing the financial

information of Fluidra.

To add greater convenience and efficiency to the responsibility

of keeping the GAM up-to-date, and to identify any incidents and

weaknesses that have to be remedied, there is a working group

on accounting procedures, made up of a member of Corporate

Financial Management, the Internal Audit Director and the

person responsible for updating the GAM, the aim of which is to

update the GAM based on the incidents detected by internal

audit in the course of its duties, which are not contemplated in

the Group’s current policies. This working group meets once a

quarter and records minutes of the meetings.


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F.4.2. Mechanisms to capture and prepare financial

information using standardized formats, to be applied and

used by all units of the company or group, supporting the

main financial statements and the notes, as well as the

information provided on ICFR.

All the companies that form part of the Consolidated Group at

the end of 2025 use a single standardized reporting format.

Most of them (approximately 70% of turnover), have one of the

two Corporate Systems for accounting in terms of capture and

preparation of financial information. For the remaining 30%,

which have not implemented that Information System at present,

Fluidra ensures that standardized formats are used in preparing

the financial information through mechanisms that reflect those

used in the integrated tool. The financial information reported by

all the subsidiaries covers the composition of the main Financial

Statements and the notes. The Financial Management

department of Fluidra is responsible for obtaining data from all

the subsidiaries, and with this information makes the necessary

consolidation adjustments to obtain the consolidated figures and

complements the financial information with the reserved notes

to Consolidated Financial Statements.

In 2024, new reporting and consolidation software was

implemented. To ensure the reliability of the information

reported by the subsidiaries, every month they must report a

range of data to allow an analysis of variations in asset and

liability items and results obtained with respect to the monthly

budget and the previous year, in which the various balance

sheet and income statement items are interrelated, permitting

greater knowledge in detail of the operations reported at local

level. The Company has also implemented ICFR management

software based on the Company’s processes, where the most

relevant subsidiaries report compliance with a series of controls,

both over the financial information reported and other controls

associated to processes with a relevant impact on the financial

statements. These controls are suitably supervised by the

responsible financial personnel of the corresponding division,

creating action plans if considered necessary. Internal audit

carries out supervision of the effectiveness of the controls twice

a year, in accordance with the annual audit plan, reporting the

results to the Audit and Sustainability Committee.

F.5. Supervision of operation of the system.

Indicate and describe the main features of at least the following:

F.5.1. The ICFR supervision activities carried out by the

audit committee as well as whether the entity has an

internal audit function whose duties include providing

support to the committee in its work of supervising the

internal control system, including ICFR. Information is also

to be provided concerning the scope of the evaluation of

ICFR performed during the year and on the procedure

whereby the person or division charged with performing

the evaluation reports the results thereof, whether the

entity has an action plan in place describing possible

corrective measures, and whether the impact thereof on

the financial information has been considered.

The duties of the Audit and Sustainability Committee in relation

to the supervision of ICFR are established in articles 6 and 7 of

the Audit and Sustainability Committee Regulations and, among

others, are focused on:

• Supervising the effectiveness of the Company’s internal

control, especially Internal Control on Financial Reporting,

internal audit, as the case may be, and the risk management

systems, and discussing with the auditors or audit firms any

significant internal control weaknesses detected in the course

of the audit.

• Supervising the process of drawing up and presenting

statutory financial information.

• Reviewing the Company’s accounts, ensuring compliance with

legal requirements and correct application of generally

accepted accounting principles, for which purpose it has the

direct collaboration of the external and internal auditors. In

particular, the Audit and Sustainability Committee ensures

that, in cases in which the auditor has included any

qualification in the audit report, the Chair of the Audit and

Sustainability Committee explains clearly to the General

Meeting the Audit and Sustainability Committee’s opinion on

the content and scope of the qualification, making a summary

of that opinion available to the shareholders when notice of

the Meeting is published, together with the other proposals

and reports of the Board.

In relation to the information systems and internal control:

• Supervising and evaluating the process of drawing up and the

integrity of the financial and non-financial information

presented, and the financial and non-financial risk

management and control systems relating to the Company

and, as the case may be, the group, reviewing compliance with

regulatory requisites, adequate definition of the consolidation

perimeter and correct application of accounting policies.

• Reviewing the internal control and risk management systems

periodically, so that the main risks are identified, managed

and reported adequately.

• Ensuring the independence and effectiveness of the internal

audit function; proposing the selection, appointment, re-

election and removal of the person responsible for internal

audit; proposing the budget for the department; approving or

proposing to the Board of Directors the approval of the

internal audit orientation and annual work plan, ensuring that

its activity is focused mainly on the relevant risks (including

reputational risks), receiving periodic information on its

activities; and verifying that senior management takes into

account the conclusions and recommendations of its reports.

• Establishing and supervising a mechanism that allows

employees and other persons related to the company, such as

directors, shareholders, suppliers, customers, contractors or

subcontractors to report any irregularities of potential

relevance, including financial and accounting or any other

irregularities related to Fluidra that they observe in the

Company or the group. This mechanism should guarantee


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confidentiality and, in any case, provide for situations in which

these matters may be reported anonymously, respecting the

rights of the whistleblower and the reported person.

Internal Audit Management is located within the Group’s

organizational structure, and depends on the Audit and

Sustainability Committee, so that its independence is assured as

well as the performance of the assigned functions. All the

actions carried out by Internal Audit Management that require

approval are approved by the Board of Directors at the proposal

of the Audit and Sustainability Committee.

Internal Audit prepares and presents an Annual Internal Audit

Plan which is reviewed and approved by the Audit and

Sustainability Committee. In 2025, Internal Audit met with the

Audit and Sustainability Committee in the months of February,

March, May, July, October and December to present the results

and evolution of its work. At these meetings, Internal Audit

Management reported the weaknesses identified in the design

of the internal control model, proposing the corresponding

action plans and the dates of implementation of these plans. In

turn, Internal Audit supervises the correct implementation of

the corrective actions.

In the months of May, June, October and December 2025, the

Audit and Sustainability Committee, through Internal Audit

Management, supervised the correct review of the effectiveness

of the controls conducted by Financial Management. A small

number of weaknesses were detected, corresponding to the

German and US subsidiaries, which have been duly corrected or

are in the process of being corrected. The weaknesses detected

are reported to the heads of the Divisions and the

corresponding action plans are designed, with a follow-up of

their implementation.

F.5.2. Whether it has a discussion procedure whereby the

auditor (as provided in the Technical Auditing Standards), the

internal audit function, and other experts can inform senior

management and the audit committee or the directors of the

entity of the significant internal control weaknesses detected

during the review of the annual accounts or such other

reviews as may have been entrusted to them. Information

shall also be provided on whether there is an action plan to

attempt to correct or mitigate the weaknesses found.

The Audit and Sustainability Committee meets at least four

times a year, with the aim of obtaining and analysing the

necessary information to fulfil the tasks with which it has been

entrusted by the Board of Directors.

Special attention is given to the review of the Company’s

quarterly financial information, which is presented by General

Financial Management. In order to carry out this process, the

Audit and Sustainability Committee is assisted by Internal Audit,

General Financial Management (responsible for preparing the

financial information) and the Auditor, with the aim of ensuring

the correct application of ruling accounting policies and the

reliability of the financial information, and in order to be able to

report significant control weaknesses identified, if any, and the

corresponding action plans.

Prior to the reports issued by the Audit and Sustainability

Committee, Internal Audit Management discusses the results of

its work with local management, Financial Management and

Corporate General Management, thus ensuring fluid and

efficient communication among all parties.

In relation to the External Auditors, they present annually the

scope, timing and areas of emphasis of their audit work on the

annual accounts, in accordance with the applicable auditing

standards. They also meet with the Audit and Sustainability

Committee to present the conclusions of their work and areas for

improvement. The weaknesses reported are communicated to

Internal Audit Management for inclusion in the implementation

plan. It should be noted that the External Auditors have stated

that no significant internal control weaknesses have come to light

during the audit performed in 2025.

F.6. Other relevant information.

…

F.7. External audit report.

Report on:

F.7.1. Whether the information on ICFR sent to the markets

has been reviewed by the external auditor, in which case the

entity should include the corresponding report as an

appendix. Otherwise, the reasons for this should be provided.

Fluidra has submitted the information on ICFR sent to the

markets for 2025 to be reviewed by the External Auditor. The

favourable report issued by the External Auditor is attached as

an appendix to this document.


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G. DEGREE TO WHICH CORPORATE

GOVERNANCE RECOMMENDATIONS

ARE FOLLOWED

State the company’s degree of compliance with the

recommendations of the Good Governance Code of Listed

Companies.

If the company does not comply with any recommendation or

follows it partially, a detailed explanation of the reasons must

be given, providing shareholders, investors, and the market in

general with sufficient information to assess the company’s

course of action. Generalized explanations will not be

acceptable.

1. The Articles of Association of listed companies should not

place an upper limit on the votes that can be cast by a single

shareholder or impose other obstacles to the takeover of the

company by means of share purchases on the market.

Complies S Explain £

2. When the listed company is controlled, in the sense of

article 42 of the Code of Commerce, by another company,

listed or not, and has business relations, directly or through

its subsidiaries, with that other company or any of its

subsidiaries (other than those of the listed company) or

carries on activities related to those of any of such companies,

it should provide detailed disclosure on:

a) The respective business activity and any business dealings

between the listed company or its subsidiaries, on the one

hand, and the parent company or its subsidiaries, on the

other hand.

b) The mechanisms in place to resolve possible conflicts of

interest.

Complies £ Complies partially £ Explain £

Not applicable S

3. During the ordinary general meeting, the chairman of the

board should verbally inform shareholders in sufficient detail

of the most relevant aspects of the company’s corporate

governance, supplementing the written information circulated

in the annual corporate governance report. In particular:

a) Changes taking place since the previous ordinary general

meeting.

b) The specific reasons for the company not following a given

Good Governance Code recommendation, and any

alternative rules followed instead.

Complies S Complies partially £ Explain £

4. The company should draw up and promote a policy relating

to communication and contacts with shareholders and

institutional investors in the framework of their involvement

with the company, and with proxy advisors, that complies in

full with market abuse regulations and gives equitable

treatment to shareholders in the same position. This policy

should be published on the company’s website, complete with

details of how it has been put into practice and the identities

of the relevant spokespersons or those charged with its

implementation.

And, notwithstanding the legal obligations on the

dissemination of privileged information and other statutory

information, the company should also have a general policy

relating to the communication of economic and financial, non-

financial and corporate information through the channels it

considers appropriate (traditional media, social media or

other channels) that contributes to maximizing the

dissemination and quality of the information available to the

market, investors and other stakeholders.

Complies S Complies partially £ Explain £

5. The board of directors should not make a proposal to the

general meeting for the delegation of powers to issue shares

or convertible securities without a preferential subscription

right for an amount exceeding 20% of capital at the time of

such delegation.

When the board approves any issue of shares or convertible

securities without preferential subscription rights, the

company should immediately post on its website the reports

explaining the exclusion referred to in mercantile legislation.

Complies S Complies partially £ Explain £

6. Listed companies that draw up the following reports on a

voluntary or compulsory basis should publish them on their

website sufficiently in advance of the ordinary general

meeting, even if their distribution is not mandatory:

a) Report on auditor’s independence.

b) Reports on the activities of the audit committee and the

appointments and compensation committee.

c) Report of the audit committee on related-party

transactions.

Complies S Complies partially £ Explain £


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7. The company should livestream its general shareholders

meetings on the corporate website.

The company should also have mechanisms that permit the

delegation and exercise of vote through remote means and, in

the case of large cap companies and to the extent that it is

proportionate, even attendance at and active participation in

the General Meeting.

Complies S Complies partially £ Explain £

8. The audit committee should strive to ensure that the

annual accounts the board of directors presents to the

general shareholders’ meeting are drawn up in accordance

with accounting legislation. In cases in which the auditor has

included a qualification in the audit report, the chairman of

the audit committee should give a clear account at the

general meeting of the audit committee’s opinion on its

content and scope, and a summary of that opinion should be

made available to the shareholders at the time of publishing

the notice convening the meeting, together with the

remaining proposals and reports of the board.

Complies S Complies partially £ Explain £

9. The company should publish permanently on its website

the requisites and procedures it will accept as evidence of

ownership of shares, the right to attend general meetings and

the exercise or delegation of voting rights.

Such requisites and procedures should encourage

shareholders to attend and exercise their rights and be

applied in a non - discriminatory manner.

Complies S Complies partially £ Explain £

10. When a shareholder entitled to do so exercises the right to

supplement the agenda or submit new proposals prior to the

general meeting, the company should:

a) Immediately circulate these supplementary items and new

proposals for resolutions.

b) Publish the model of attendance card or proxy

appointment or remote voting form duly modified so that

new agenda items and alternative proposals can be voted

on in the same terms as those submitted by the board of

directors.

c) Put all these items or alternative proposals to the vote

applying the same voting rules as for those submitted by

the board of directors, with particular regard to

presumptions or inferences about votes.

d) After the general meeting, disclose the breakdown of votes

on such supplementary items or alternative proposals.

Complies S Complies partially £ Explain £

Not applicable £

11. In the event that the company plans to pay for attendance

at the general meeting, it should first establish a general, long

-term policy in this respect.

Complies £ Complies partially £ Explain £

Not applicable S

12. The board of directors should perform its duties with unity

of purpose and independent judgement, according the same

treatment to all shareholders in the same position. It should

be guided at all times by the company’s best interest,

understood as the attainment of a profitable business that is

sustainable in the long term, promoting its continuity and

maximizing its economic value.

In pursuing the corporate interest, it should not only abide by

laws and regulations and conduct based on good faith, ethics

and respect for commonly accepted customs and good

practice, but also strive to reconcile the company’s interests

with the legitimate interests of its employees, suppliers,

customers and other stakeholders, as well as with the impact

of its activities on the broader community and the

environment.

Complies S Complies partially £ Explain £

13. The board of directors should have an optimal size to

promote its efficient functioning and maximize participation.

The recommended range is accordingly between five and

fifteen members.

Complies S Explain £

14. The board of directors should approve a policy aimed at

favouring an appropriate composition of the board of

directors and that:

a) Is concrete and verifiable.

b) Ensures that appointment or re-election proposals are

based on a prior analysis of the skills required by the board

of directors; and

c) Favours a diversity of knowledge, experience, age and

gender. For these purposes, measures that foster a

significant number of female senior managers are deemed

to favour gender diversity.

The results of the prior analysis of the skills required by the

board should be reflected in the appointments committee’s

report, to be published when the general meeting is convened

that is to resolve on the ratification, appointment or re-

election of each director.

The appointments committee should perform an annual

check on compliance with this policy and set out its findings in

the annual corporate governance report.

Complies S Complies partially £ Explain £


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15. Proprietary and independent directors should constitute

an ample majority on the board of directors, and the number

of executive directors should be the minimum necessary

bearing in mind the complexity of the corporate group and

the percentage shareholding of the executive directors in the

company’s capital.

The number of female directors should represent at least 40%

of the members of the board of directors by the end of 2022

and thereafter, and prior to that should not be less than 30%.

Complies S Complies partially £ Explain £

16. The percentage of proprietary directors with respect to all

non-executive directors should be no greater than the

proportion between the capital of the company represented

by such directors and the remainder of the company’s capital.

This criterion can be relaxed:

a) In large cap companies where few or no shareholdings

attain the legal threshold to be regarded as significant.

b) In companies with a plurality of shareholders represented

on the board but not otherwise related.

Complies S Explain £

17. Independent directors should represent at least half of all

board members.

However, when the company does not have a large market

capitalisation, or when a large cap company has shareholders

individually or concertedly controlling over 30% of share

capital, independent directors should occupy, at least, a third

of board places.

Complies £ Explain S

At 31^st December 2025, of the total of 14 directors on the Board

of Directors of Fluidra, 6 are independent directors representing

42.86% of the total number of Board members. This proportion

corresponds to the particular features of the Company’s

shareholder structure and of the shareholders’ agreement, as

well as the syndication agreement between certain significant

shareholders described in section A.7 of this Report, all of which

has resulted in the Company having 6 proprietary directors, 2

executive directors and 6 independent directors during the year,

falling 1 independent director short of the number required to

comply with the recommendation, taking into account that the

Company is a large cap company. The reason is that in the

context of the merger between Fluidra and the US company

Zodiac, and the fact that Piscine Luxembourg Holdings 1, S.a.r.l.

(an entity controlled by Rhône Capital LLC) became a

shareholder, a shareholders’ agreement was formalized on 3^rd

November 2017 whereby a number of commitments were

undertaken, including the presence of certain proprietary

directors, representing Rhône Capital LLC and the founding

families of Fluidra, on the Board of Directors of Fluidra, based

on the percentage shareholdings of these shareholders in

Fluidra from time to time. As a result, the number of proprietary

directors responds to the particular features of the shareholder

composition and the agreements reached in the above-

mentioned shareholders’ agreement, and in spite of this, the

percentage of independent directors (42.86%) exceeds the

floating capital (39.57%). Accordingly, Fluidra considers that the

proportions of each category are adequate for the composition

of its Board of Directors in light of its shareholder composition

and allow it to reach the necessary levels of honourability,

dedication, independence and suitability. Fluidra acknowledges

the importance for its investors of having a majority of

independent directors on the Board of Directors. Fluidra intends

to increase the proportion of independent directors from the

current 43% as the Group’s shareholder structure evolves in the

future.

18. Companies should disclose the following information

about their directors on their websites and keep it regularly

updated:

a) Background and professional experience.

b) Directorships held in other companies, listed or otherwise,

and other paid activities they engage in, of whatever

nature.

c) Statement of the director category to which they belong, in

the case of proprietary directors indicating the shareholder

they represent or have links with.

d) Dates of their first appointment as a board member and

subsequent re-elections.

e) Shares held in the company, and any options on such

shares.

Complies S Complies partially £ Explain £

19. Following verification by the appointments committee, the

annual corporate governance report should disclose the

reasons for the appointment of proprietary directors at the

request of shareholders controlling less than 3 percent of

capital; and explain any rejection of a formal request for a

board place from shareholders whose equity stake is equal to

or greater than that of others applying successfully for a

proprietary directorship.

Complies £ Complies partially £ Explain £

Not applicable S

20. Proprietary directors should resign when the shareholders

they represent dispose of their shareholding in its entirety. If

such shareholders reduce their stakes, thereby losing some of

their entitlement to proprietary directors, the number of

proprietary shareholders should be reduced accordingly.

Complies S Complies partially £ Explain £

Not applicable £

21.The board of directors should not propose the removal of

independent directors before the expiry of their term of office

established in the Articles of Association, except when there is

due cause, found to exist by the board of directors following a


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report of the appointments committee. In particular, due

cause will be deemed to exist when directors take up new

posts or responsibilities that prevent them allocating sufficient

time to their duties as a board member, or are in breach of the

inherent duties of their post or come under one of the

disqualifying grounds for classification as an independent

director enumerated in the applicable legislation.

The removal of independent directors may also be proposed

when a takeover bid, merger or similar corporate transaction

alters the company’s capital structure, provided the changes

in board membership ensue from the proportionality criterion

set out in recommendation 16.

Complies S Explain £

22. Companies should establish rules obliging directors to

disclose and, as the case may be, to resign when situations

arise affecting them, whether or not they are related to their

actions in the company, that might be damaging to the

company’s credit and reputation, and, in particular, obliging

them to inform the board of any criminal cases in which they

are involved as investigated parties and the corresponding

judicial proceedings.

Once the board has been informed of or has otherwise

learned of the situations mentioned in the preceding

paragraph, it should examine the case as soon as possible

and, in light of the particular circumstances and following a

report of the appointments and compensation committee,

decide whether or not it should take some kind of measure,

such as opening an internal investigation, requesting the

director’s resignation or proposing his or her removal from

office. This matter should be reported in the annual corporate

governance report, unless there are special circumstances

that justify its omission, which must be noted in the minutes.

The foregoing is notwithstanding the information which the

company must publish, if applicable, at the time of taking the

corresponding measures.

Complies S Complies partially £ Explain £

23. All directors should express their clear opposition when

they feel a proposal submitted for the board’s approval might

damage the corporate interest. In particular, independent

directors and other directors not subject to potential conflicts

of interest should strenuously challenge any decision that

could harm the interests of shareholders lacking board

representation.

When the board makes significant or reiterated decisions

about which a director has expressed serious reservations,

then he or she must draw the pertinent conclusions. Directors

resigning for such causes should set out their reasons in the

letter referred to in the next recommendation.

The terms of this recommendation also apply to the secretary

of the board, even if he or she is not a director.

Complies S Complies partially £ Explain £

Not applicable £

24. When a director, either by resignation or a resolution of the

general meeting, ceases to hold his or her post before their

tenure expires, he or she should explain sufficiently the reasons

for his or her resignation or, in the case of non-executive

directors, his or her opinion on the reasons for removal by the

meeting, in a letter to be sent to all members of the board.

Notwithstanding that all the above may be reported in the

annual corporate governance report, to the extent that it is

relevant for investors the company should publish the

resignation or removal as soon as possible, making sufficient

reference to the reasons or circumstances indicated by the

director.

Complies S Complies partially £ Explain £

Not applicable £

25. The appointments committee should ensure that non-

executive directors have sufficient time available to discharge

their responsibilities effectively.

The board of directors’ regulations should lay down the

maximum number of company boards on which directors

can serve:

Complies S Complies partially £ Explain £

26. The board should meet with the necessary frequency to

properly perform its functions, and at least eight times a year,

in accordance with a calendar and agendas set at the start of

the year, to which each director may propose the addition of

initially unscheduled items.

Complies S Complies partially £ Explain £

27. Director absences should be kept to a strict minimum and

quantified in the annual corporate governance report. In the

event of absence, directors should delegate another director

to represent them and issue appropriate instructions.

Complies S Complies partially £ Explain £

28. When directors or the secretary express concerns about

some proposal or, in the case of directors, about the

company’s performance, and such concerns are not resolved

at the meeting, they should be recorded in the minutes if the

person expressing them so requests.

Complies S Complies partially £ Explain £

Not applicable £

29. The company should establish suitable channels for

directors to obtain the advice they need to carry out their

duties including, if necessary, external advising at the

company’s expense.

Complies S Complies partially £ Explain £

30. Regardless of the knowledge directors must possess to

carry out their duties, they should also be offered refresher

programmes when circumstances so advise.

Complies S Complies partially £ Explain £


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31. The agendas of board meetings should clearly indicate the

items on which directors must arrive at a decision, so they can

study the matter beforehand or gather the material they

need.

When, exceptionally, for reasons of urgency, the chairman

wishes to present decisions or resolutions for board approval

that were not on the agenda, their inclusion will require the

express prior consent, duly recorded in the minutes, of the

majority of directors present.

Complies S Complies partially £ Explain £

32. Directors should be regularly informed of movements in

share ownership and of the views of significant shareholders,

investors and rating agencies on the company and its group.

Complies S Complies partially £ Explain £

33. The chairman, as the person charged with the efficient

functioning of the board of directors, in addition to the

functions assigned by law and the company’s Articles of

Association, should prepare and submit to the board a schedule

of meeting dates and agendas; organize and coordinate regular

evaluations of the board and, where appropriate, the

company’s chief executive officer; exercise leadership of the

board and be accountable for its proper functioning; ensure

that sufficient time is given to the discussion of strategic issues,

and approve and review refresher courses for each director,

when circumstances so advise.

Complies S Complies partially £ Explain £

34. When a lead independent director has been appointed,

the Articles of Association or board of directors regulations

should grant him or her the following powers over and above

those conferred by law: chair the board of directors in the

absence of the chairman and vice-chairs, if any; give voice to

the concerns of non-executive directors; maintain contacts

with investors and shareholders to hear their views and

develop a balanced understanding of their concerns,

especially those to do with the company’s corporate

governance; and coordinate the chairman succession plan.

Complies S Complies partially £ Explain £

Not applicable £

35. The secretary of the board should make special efforts to

ensure that the board’s actions and decisions are informed by

the governance recommendations of the Good Governance

Code that are applicable to the company.

Complies S Explain £

36. The board in full should conduct an annual evaluation,

adopting, where necessary, an action plan to correct

weaknesses detected in:

a) The quality and efficiency of the board’s operation.

b) The operation and composition of its committees.

c) The diversity in the composition and competences of the

board.

d) The performance of the chairman of the board of directors

and the company’s chief executive.

e) The performance and contribution of each individual

director, with particular attention to the chairs of board

committees.

The evaluation of board committees should start with the

reports they send to the board of directors, while that of the

board itself should start with the report of the appointments

committee.

Every three years, the board of directors should engage an

external consultant to aid in the evaluation process. This

consultant’s independence should be verified by the

appointments committee.

Any business dealings that the consultant or any company in

its group has with the company or with any company in its

group should be detailed in the annual corporate governance

report.

The process followed and areas evaluated should be

described in the annual corporate governance report.

Complies S Complies partially £ Explain £

37. Where there is an executive committee, at least two non-

executive directors should be on this committee, at least one

of whom is independent; and the secretary of the committee

should be the secretary of the board.

Complies S Complies partially £ Explain £

Not applicable £

38. The board should be kept fully informed of the business

transacted and decisions made by the executive committee.

To this end, all board members should receive a copy of the

executive committee’s minutes.

Complies S Complies partially £ Explain £

Not applicable £

39. The members of the audit committee, particularly its

chairman, should be appointed taking into account their

knowledge and experience in accounting, auditing and both

financial and non-financial risk management.

Complies S Complies partially £ Explain £

40. Under the supervision of the audit committee, there

should be a unit in charge of the internal audit function to

oversee proper operation of reporting and internal control

systems. This unit should report functionally to the board’s

non-executive chairman or the chairman of the audit

committee.

Complies S Complies partially £ Explain £


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41. The head of the unit handling the internal audit function

should present an annual work programme to the audit

committee for approval by the committee or by the board,

inform it directly of the execution of this plan, including any

incidents and scope limitations arising during its

implementation, the results and monitoring of its

recommendations and submit a report on its activities at the

end of each year

Complies S Complies partially £ Explain £

Not applicable £

42. In addition to the functions established by law, the audit

committee should have the following functions:

1. In relation to internal control and reporting systems:

a) Supervise and evaluate the process of drawing up and the

integrity of the financial and non-financial information and

the control and management systems over the financial

and non-financial risks relating to the Company and, as the

case may be, the group - including operational,

technological, legal, social, environmental, political and

reputational or corruption-related risks - reviewing

compliance with regulatory requisites, adequate definition

of the consolidation perimeter and correct application of

accounting policies.

b) Ensure the independence of the unit that undertakes the

internal audit function; propose the selection, appointment

and removal of the person responsible for the internal audit

service; propose the budget for this service; approve or

propose approval by the board of the approach and the

annual internal audit work plan, ensuring that its activity is

focused mainly on the relevant risks of the company

(including reputational risks); receive periodic information on

its activities; and verify that senior management takes into

account the conclusions and recommendations of its reports.

c) Establish and supervise a mechanism that allows

employees and other persons related to the company, such

as directors, shareholders, suppliers, contractors or

subcontractors, to report any irregularities of potential

relevance, including financial and accounting or any other

kind of irregularities that they observe in the Company or

the group. This mechanism should guarantee

confidentiality and, in any case, provide for cases in which

communications may be made anonymously, respecting

the rights of the whistleblower and the reported person.

d) Ensure in general that the policies and systems

established in relation to internal control are applied

effectively in practice.

2. In relation to the external auditor:

a) Investigate the circumstances giving rise to the resignation

of the external auditor, should this come about.

b) Ensure that the remuneration of the external auditor does

not compromise its quality or independence.

c) Ensure that the company notifies any change of external

auditor through the CNMV, accompanied by a statement of

any disagreements arising with the outgoing auditor and

the reasons for the same.

d) Ensure that the external auditor has a yearly meeting with

the board in full to inform it of the work undertaken and

developments in the company’s risk and accounting positions.

e) Ensure that the company and the external auditor adhere

to current regulations on the provision of non-audit

services, limits on the concentration of the auditor’s

business and, in general, other regulations on auditor

independence.

Complies S Complies partially £ Explain £

43. The audit committee should be empowered to meet with

any company employee or manager, even ordering their

appearance without the presence of another senior manager.

Complies S Complies partially £ Explain £

44. The audit committee should be informed of any structural

and corporate modification operations the company is

planning, so the committee can analyse and report to the

board beforehand on their economic conditions and

accounting impact, especially, when applicable, on the

proposed swap ratio.

Complies S Complies partially £ Explain £

Not applicable £

45. The risk management and control policy should identify or

determine at least:

a) The different types of financial and non-financial risks the

company is exposed to (including operational,

technological, legal, social, environmental, political and

reputational risks, including risks related to corruption),

with the inclusion under financial or economic risks of

contingent liabilities and other off- balance-sheet risks.

b) A risk management and control model based on different

levels, a part of which will include a committee specialized

in risks when sectorial regulations so establish, or the

company considers appropriate.

c) The risk level the company sees as acceptable.

d) The measures devised to mitigate the impact of the risks

identified, should they materialize.

e) The internal control and reporting systems to be used to

control and manage the above risks, including contingent

liabilities and off-balance-sheet risks.

Complies S Complies partially £ Explain £


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46. Companies should establish an internal risk control and

management function to be exercised by one of the

company’s internal department or units, under the direct

supervision of the audit committee or some other dedicated

board committee. This function should be expressly charged

with the following responsibilities:

a) Ensure that risk control and management systems are

functioning correctly and, specifically, that all the

significant risks the company is exposed to are adequately

identified, managed and quantified.

b) Participate actively in the preparation of risk strategies and

in key decisions about their management.

c) Ensure that risk control and management systems are

mitigating risks adequately in the context of the policy

defined by the board of directors.

Complies S Complies partially £ Explain £

47. Members of the appointments and compensation

committee - or of the appointments committee and the

compensation committee, if they are separate - should be

appointed ensuring that they have adequate knowledge, skills

and experience for the functions they are called on to

discharge. The majority of their members should be

independent directors..

Complies S Complies partially £ Explain £

48. Large cap companies should have separate appointments

and compensation committees.

Complies £ Explain S Not applicable £

Fluidra has not considered it necessary for the time being to

separate its current Appointments and Compensation

Committee into two committees, as it understands that the

functions relating to appointments and those relating to

remuneration can be discharged objectively and independently

by the same committee, which is composed mainly of

independent directors. As a matter of fact, Fluidra considers that

is not efficient to separate the competencies in two committees

and that the existence of only one committee does not limit in

any way or compromise the exercise of the faculties granted by

law to the Appointments and Compensation Committee.

49. The appointments committee should consult with the

company’s chairman and chief executive, especially on

matters relating to executive directors.

When there are vacancies on the board, any director should

be able to approach the appointments committee to propose

candidates for the committee to judge whether they might

be suitable.

Complies S Complies partially £ Explain £

50. The appointments and compensation committee should

operate independently and have the following functions in

addition to those assigned by law:

a) Propose to the board the standard conditions for senior

management contracts.

b) Monitor compliance with the remuneration policy set by

the company.

c) Periodically review the remuneration policy for directors and

senior managers, including share-based remuneration

systems and their application, and ensure that their

individual remuneration is proportionate to the amounts

paid to other directors and senior managers in the company.

d) Ensure that conflicts of interest do not undermine the

independence of any external advice provided to the

committee.

e) Verify the information on director and senior manager

remuneration contained in corporate documents, including

the annual report on directors’ remuneration.

Complies S Complies partially £ Explain £

51. The appointments and compensation committee should

consult with the company’s chairman and chief executive,

especially on matters relating to executive directors and senior

managers.matters relating to executive directors and senior

managers.

Complies S Complies partially £ Explain £

52. The rules on the composition and operation of the

supervisory and control committees should be set out in the

board of directors’ regulations and should be consistent with

the rules applicable to legally mandatory committees in

accordance with the above recommendations, including the

following rules:

a) These committees should be formed exclusively by non-

executive directors, with a majority of independent

directors.

b) They should be chaired by independent directors.

c) The board of directors should appoint the members of

such committees with regard to the knowledge, skills and

experience of the directors and each committee’s terms of

reference; discuss their proposals and reports; and report

back on their activities and work at the first full board

meeting following each committee meeting.

d) The committees may engage external advice, when they

feel it necessary for the discharge of their functions.

e) Minutes of their meetings should be drawn up and made

available to all board members.

Complies £ Complies partially £ Explain £

Not applicable S

53. The task of supervising compliance with the Company’s

policies and rules on environmental, social and corporate

governance matters, as well as internal codes of conduct,

should be assigned to one board committee or split between


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several committees of the board of directors, which could be

the audit committee, the appointments committee, a

committee specializing in sustainability or corporate social

responsibility or a dedicated committee established ad hoc by

the board under its powers of self-organization. This

committee should be made up exclusively of non-executive

directors, the majority of whom should be independent, and

should be specifically charged with the minimum functions

indicated in the following recommendation.

Complies S Complies partially £ Explain £

54. The minimum functions referred to in the preceding

recommendation are as follows:

a) Oversee compliance with the company’s corporate

governance rules and internal codes of conduct, also

ensuring that the corporate culture is aligned with its

mission and values.

b) Oversee application of the general policy relating to the

communication of economic and financial, non-financial

and corporate information and communication with

shareholders and investors, proxy advisors and other

stakeholders. The way in which the company

communicates with and relates to its small and medium-

sized shareholders will also be monitored.

c) Periodically evaluate and review the company’s corporate

governance system and its environmental and social policy,

to confirm that it is fulfilling its mission to promote the

corporate interest and catering, as appropriate, to the

legitimate interests of the other stakeholders.

d) Oversee the company’s social and environmental practices

to ensure that they conform to the established strategy

and policies.

e) Oversee and evaluate processes in relation to the different

stakeholders.

Complies S Complies partially £ Explain £

55. The environmental and social sustainability policies should

identify and include at least:

a) The principles, commitments, goals and strategy in relation

to shareholders, employees, customers, suppliers, social

matters, environment, diversity, fiscal responsibility,

respect for human rights and the prevention of corruption

and other illegal conduct.

b) The methods or systems to monitor compliance with the

policies, the associated risks and their management.

c) The mechanisms for supervising non-financial risk,

including the risk related to ethics and business conduct.

d) Channels for stakeholder communication, participation

and dialogue.

e) Responsible communication practices that prevent the

manipulation of information and protect honour and

integrity.

Complies S Complies partially £ Explain £

56. Directors’ remuneration should be sufficient to attract and

retain individuals with the desired profile and compensate the

dedication, qualifications and responsibility that the post

demands, but not so high as to compromise the independent

judgement of non- executive directors.

Complies S Explain £

57. Variable remuneration linked to the company’s

performance and the director’s personal performance, and

remuneration in the form of awarding shares, options or

rights on shares or instruments linked to the share price and

long -term savings schemes such as pension plans, retirement

systems or other benefits should be confined to executive

directors.

Share-based remuneration of non-executive directors may be

considered when it is subject to the condition that the shares

must be kept until the end of their term of office. This

condition, however, will not apply to any shares that the

director must dispose of to defray costs related to their

acquisition.

Complies S Complies partially £ Explain £

58. In the case of variable remuneration, remuneration

policies should include limits and technical safeguards to

ensure they reflect the professional performance of the

beneficiaries and not simply the general progress of the

markets or the company’s sector, or other similar

circumstances.

In particular, variable remuneration components should meet

the following conditions:

a) They should be subject to predetermined and measurable

performance criteria that take into account the risk

assumed to obtain a given outcome.

b) They should promote the sustainability of the company

and include non-financial criteria that are relevant for the

creation of value in the long term, such as compliance with

the company’s internal rules and procedures and its risk

management and control policies.

c) They should be focused on achieving a balance between

the delivery of short, medium and long-term objectives,

such that performance-related pay rewards ongoing

achievement, maintained over sufficient time to appreciate

its contribution to long-term value creation. This will

ensure that performance measurement is not based solely

on one-off, occasional or extraordinary events.

Complies S Complies partially £ Explain £

Not applicable £


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59. Payment of variable remuneration components should be

subject to sufficient checks that predetermined performance

or other conditions have effectively been met. Companies will

include in the annual directors’ remuneration report the

criteria in terms of time required and methods to conduct

such a check in line with the nature and characteristics of

each variable component.

Additionally, companies should consider establishing a

reduction clause (“malus”) based on the deferral for a

sufficient length of time of payment of part of the variable

components that will lead to total or partial loss of such

components in the event that prior to the time of payment

any event occurs that renders this advisable.

Complies S Complies partially £ Explain £

Not applicable £

60. Remuneration linked to company earnings should bear in

mind any qualifications stated in the external auditor’s report

that reduce the amount of such earnings.

Complies S Complies partially £ Explain £

Not applicable £

61. A major part of executive directors’ variable remuneration

should be linked to the award of shares or financial

instruments the value of which is linked to the share price.

Complies S Complies partially £ Explain £

Not applicable £

62. Once shares, options or financial instruments have been

awarded as part of share-based remuneration, executive

directors should not be allowed to transfer ownership or

exercise them until a term of at least three years has elapsed.

This does not include cases in which a director has, at the

time of transfer or exercise, a net economic exposure to the

variation in the price of the shares for a market value equal to

at least twice his or her annual fixed remuneration by holding

shares, options or other financial instruments.

The above condition will not apply to any shares that the

director must dispose of to defray costs related to their

acquisition, or, following a favourable opinion by the

appointments and compensation committee, to deal with any

supervening extraordinary situations that so require.

Complies S Complies partially £ Explain £

Not applicable £

63. Contractual arrangements should include a clause that

allows the company to reclaim variable components of

remuneration when payment was not in line with the

director’s actual performance or was based on data

subsequently found to be inaccurate.

Complies S Complies partially £ Explain £

Not applicable £

64. Severance payments should not exceed an amount

equivalent to two years of the director’s total annual

remuneration and should not be paid until the company

confirms that the director has met the predetermined criteria

or conditions.

For the purposes of this recommendation, severance payment

will be deemed to include any payments the accrual of which

or obligation to pay arises as a result of or on the occasion of

the termination of the contractual relationship between the

director and the company, including amounts not previously

vested of long-term savings plans and any amounts paid by

virtue of post-contractual non-compete clauses.

Complies £ Complies partially S Explain £

Not applicable £

In relation to the Executive Chairman, his contract establishes

compensation in cases of termination of the contract by Fluidra’s

decision or the Executive Chairman’s own decision for the causes

detailed in section C.1.39, for an amount equivalent to two years

of his remuneration, based on the gross annual salary received in

the year the termination of the contract takes place and the

variable gross annual salary for the preceding year, but not

including long-term variable remuneration. This compensation

includes the amount of the severance pay which the Executive

Chairman is entitled to receive for the termination of his previous

employment relationship of sixteen years and seven months,

which was suspended when he was appointed to the Board.

Additionally, his contract includes a post-contractual non-

compete clause for a term of two years, with an economic

compensation of two years of his fixed gross annual

remuneration at the time of termination of his contract.

If, as a result of the termination of his contract, the Executive

Chairman were to receive, in addition to the non-competition

compensation, the severance compensation for termination of

his contract, the sum of the two amounts would exceed two

years’ fixed and variable annual salary, but might not exceed

two years’ salary if long-term variable remuneration is taken into

account. However, the Company understands that the amount

of the compensation for termination of the contract (which was

already reduced in 2015, from three to two years’ annual salary,

as a result of the introduction of this recommendation that year)

should not be reduced, as it (i) includes the compensation

deriving from termination of his prior employment relationship

of sixteen years and seven months, which was suspended when

he was appointed as a director, and (ii) does not include long-

term variable remuneration in the basis for the calculation.


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H. OTHER INFORMATION OF INTEREST

1. If there are any significant aspects regarding corporate

governance in the company or entities of the group that have

not been included in the other sections of this report, but

should be included in order to provide more complete and

well-reasoned information regarding the corporate

governance structure and practices in the entity or its group,

briefly describe them.

2. In this section, you may also include any other information,

clarification, or comment relating to the prior sections of this

report to the extent they are relevant and not repetitive.

Specifically, state whether the company is subject to laws

other than Spanish laws regarding corporate governance and,

if applicable, include such information as the company is

required to provide that is different from the information

required in this report.

3. The company may also state whether it has voluntarily

adhered to other international, industrial, or other codes of

ethical principles or good practice. If so, identify the code in

question and the date of adherence thereto. In particular,

mention whether the company has signed up to the Code of

Good Tax Practice, of 20^th July 2010:

This annual corporate governance report was approved by

the Board of Directors of the company at its meeting held on:

24/03/2026

State whether any directors voted against or abstained in

relation to the approval of this Report.

£ Yes

R No


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At Fluidra, quality and

transparency are strategic

pillars that underpin how

we report our performance

and communicate the value

we create.

ANNUAL REPORT

ON THE REMUNERATION

OF DIRECTORS


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Issuer identification

Ending date of reference period:

31/12/2025

CIF:

A-17728593

Corporate Name:

FLUIDRA, S.A.

Registered Office:

AVENIDA ALCALDE BARNILS, 69 (SANT CUGAT DEL VALLÈS) BARCELONA

¹ Link to the Remuneration Policy: https://www.fluidra.com/wp-content/uploads/2025/05/25.-English_Directors-Remuneration-Policy-ENG.pdf


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TABLE OF CONTENTS

Annual Report on the Remuneration of Directors

1. Letter from the Chair of the Appointments and Remuneration Committee

2. Remuneration at a glance

3. 2026 Remuneration Policy

4. 2025 Remuneration

5. ARC in 2025

6. Procedure and bodies involved in the Remuneration Policy

7. Consistency with the Company’s strategy, interests and sustainability in the long-term

Appendix I – Details of the current long-term incentive plans

Appendix II – Statistics of the Annual Report on the Remuneration of Directors for listed companies (Circular 3/2021, of September 28,

of CNMV)

The 2025 Annual Report on the Remuneration of Directors (“Report” or

“Remuneration Report”) of Fluidra, S.A. (“Fluidra” or the “Company” or,

together with its subsidiaries, the “Group”) includes:

1. The 2026 Directors’ Remuneration Policy 1

The policy to be applied in the current financial year 2026, in

accordance with the 2026-2028 Directors’ Remuneration Policy (the

"Policy“ or the "Remuneration Policy" or the "Directors' Remuneration

Policy"), approved by the General Shareholders' Meeting (“GSM”) on 7

May 2025. Refer to Section 3 for a detailed description.

2. The Directors’ Remuneration Policy applied in 2025, which

comprised:

• From 1 January 2025 to 7 May 2025: the 2025-2027 Directors’

Remuneration Policy, approved by the Shareholders' Meeting on 8

May 2024.

• From 7 May 2025 to 31 December 2025, the 2026-2028 Directors’

Remuneration Policy.

Refer to Section 4 for a detailed description.

2. The standard statistical annex, as required in Circular 4/2013,

including:

• The results of the advisory vote of the last Annual Report on the

Remuneration of Directors

• The detail of the individual remuneration corresponding to each of the

directors in 2025.

Refer to Appendix II.

This Report has been prepared for the first time in a freely designed format

in accordance with the regulatory authorization granted under Circular

4/2013, something welcomed by some stakeholders as per the feedback

received during the engagement process. While adopting this new structure,

its contents observe the minimum standards established in the applicable

regulations and is accompanied by the standard statistical Appendix.

Fluidra’s Board of Directors approved this Report at its meeting held on

24 March 2026, following a proposal submitted by the Appointments and

Remuneration Committee (“Appointments and Remuneration

Committee“, the "Committee“ or the “ARC”) and in compliance with the

applicable regulations.

The Report will be submitted to the next GSM, as a separate item on the

agenda, for an advisory vote.

Data and criteria considered in this Report:

• The CEO, Mr. Jaime Ramírez, was appointed Executive Director at the

Board of Directors meeting held on 7 May 2025, following the

resolution adopted by the GSM on the same day. Although Spanish

legislation requires disclosure of remuneration only for the period

from his appointment on 7 May 2025 through the end of the financial

year on 31 December 2025, this Report presents full‑year

remuneration to facilitate comparison with prior and future years.

• A portion of the CEO’s remuneration is paid by Zodiac Pool Solutions

LLC, entity within the Fluidra Group.

• The €/US$ exchange rate used in this Report corresponds to the 2025

average rate: €1 = US$1.1314.

• Vested shares from the 2023–2025 LTIP cycle and the Executive Directors’

shareholdings as of 31 December 2025 are valued, for information

purposes, using Fluidra’s closing share price on that date, €23.16.

This is a translation of the original Spanish version. In the event of any

discrepancy, the Spanish text shall prevail.


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1. LETTER FROM THE CHAIR OF THE

APPOINTMENTS AND REMUNERATION

COMMITTEE

Dear Stakeholders,

On behalf of the Board, as Chair of Fluidra’s ARC, I present our

2025 Annual Report on Directors’ Remuneration.

For the first time, we are introducing this Report in a “free-

format” structure. We believe this approach will enhance the

quality of our disclosures to shareholders, enabling us to more

clearly demonstrate the connection between governance, our

long-term strategic goals, business performance and

remuneration at Fluidra.

Results of the 2025 GSM and Remuneration Policy

for 2026

At the 2025 GSM, the Board was pleased that the 2024 Annual

Report on Directors’ Remuneration received support from 94.5%

of shareholders. The Board also put a new Directors’

Remuneration Policy, which introduced the new 2025-2029

Long-Term Incentive Plan (“LTIP”). The remuneration resolutions

were approved with 73% and 91.3% support, respectively.

However, the Committee acknowledged that a notable

proportion of shareholders did not support these remuneration

resolutions.

Following the GSM, an extensive consultation process was

undertaken to listen to our institutional shareholders’ and proxy

advisors’ feedback and to discuss the implementation of the

Policy. The engagement reached over 27% of our free float and

included meetings with 8 of our largest shareholders not

represented on the Board and key proxy advisors. Key areas of

feedback were related to:

• The ex ante disclosure level on target-setting under the LTIP.

• The pay levels for the CEO, Mr. Jaime Ramírez.

• The severance package and non-compete clause for the

Executive Chairman.

• The application of the derogation clause of the Remuneration

Policy, which some stakeholders consider to be broad in its

current drafting.

In response to the above-mentioned suggestions, and as part of

our commitment to continuous improvement, several

enhancements have been incorporated in Section 3 “2026

Remuneration Policy”. These include:

• Greater transparency on the process of selecting our metrics

and setting our targets for the 2026-2028 LTI cycle, which is

comprehensive and robust. In this process, the ARC was

driven by the need to be fully aligned to support successful

delivery of our strategy, which is based on three pillars:

accelerate growth, foster competitive differentiation and

enhance operational excellence.

Additionally, we have introduced a relative Total Shareholder

Return metric (“TSR”) to assess the competitiveness of our

performance. This measure replaces the absolute TSR. Fluidra’s

TSR will be evaluated against two peer groups: a group of five

US pool industry players- our direct business competitors- and

the Stoxx Europe 600 industrial goods & services index, which

tracks European companies in the Industrial Goods and Services

super sector, where Fluidra is classified (further details on

Sections 2 and 3).

The ESG metric used to assess progress on ratings within the LTI

has been maintained. To avoid overlap with the ESG indicators

included in the annual variable remuneration, the latter are

focused on other key priorities of our sustainability strategy:

carbon footprint reduction, sustainable product sales, Total

Recordable Incident Rate, and water‑efficiency performance in

operations.

• Greater disclosure of the benchmarking exercise used to

determine the CEO’s remuneration package. Mr. Jaime

Ramírez’s target total remuneration is commensurate with

Fluidra’s size relative to peers (further details on Section 3).

• The severance terms and post-contractual non-compete

clause for the Executive Chairman protect the Company’s

legitimate interests and are aligned with observed local

practices. Thus, no changes have been proposed.

• The derogation clause of the Remuneration Policy was not

applied in 2025. Should its application become necessary at

any point in the future, a detailed justification will be provided

in the corresponding Remuneration Report.

Finally, for 2026, the Board, following the proposal of the ARC

and in accordance with the Remuneration Policy, approved a

moderate adjustment to Directors’ remuneration as well as to

the Executive Directors’ base salaries. The increase is consistent

with that applied for the broader workforce and does not alter

the remuneration’s relative market positioning.

The ARC is confident that these refinements and further

explanations provided along this Report will preserve

competitiveness and internal consistency, while maintaining a

clear alignment between executive remuneration and long-term

sustainable value creation.


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Key performance highlights and accrued

remuneration in 2025

2025 has been a year of strong operational and financial

performance for Fluidra. Despite a still-challenging

macroeconomic and foreign exchange headwinds, the Company

delivered growth above market levels, supported by the strategy

execution, transformation programs and continued efficiency

gains.

Sales increased by 7% on a constant perimeter and FX basis,

driven by positive volume and price contributions across all

regions, with particularly strong performance in North America

(+7%) and Commercial Pool (+10%) segments. Adjusted EBITDA

rose by 9%, and net debt to EBITDA ratio improved to 2.2x,

down from 2.4x in 2024, reflecting Fluidra’s ability to combine

profitable growth with cost discipline. Adjusted Earnings per

share (“EPS”) grew by 14% at constant exchange rates,

demonstrating the underlying strength of the business model.

In terms of sustainability, Fluidra has significantly improved its

S&P Global ESG score, reaching 77 out of 100 (72 in 2024) in the

2025 assessment. The Company has met its 2025 carbon

reduction target, which positions the Company to meet its

commitment to achieving carbon neutrality for Scopes 1 and 2

by 2027.

Based on these results and a careful assessment of the

Executive Directors’ execution of their management targets, the

ARC determined to award an annual variable remuneration at

106.9% of target incentive for both Executive Directors. Further

details of the factors considered are provided from page 14.

The 2023-2025 cycle ended on 31 December 2025. While the

EBITDA target was not met, the TSR for the period reached

80.1%, exceeding the maximum performance threshold, and

the ESG rating target was fully met. As a result, the combined

outcome delivered a total payout equivalent to 100% of target.

Further details of the factors considered are provided from

page 15.

Next steps

I hope that you find this Report clear in explaining the

implementation of our Policy during 2025 and our proposal for

2026. We trust that we have provided the information you need

to be able to support this Report at the GSM in 2026. Our

ongoing dialogue with shareholders and other stakeholders is

valued greatly and, as always, we welcome your feedback on

this Report.

Finally, I would like to conclude by thanking the members of the

Committee for their dedication and contribution. In particular, I

would like to mention Mr. Bernardo Corbera Serra, member of

the Committee until 6 May, and to welcome Mr. Brian McDonald

to the ARC.

Ms. Esther Berrozpe Galindo

Chair of the Appointments and Remuneration Committee


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2. REMUNERATION AT A GLANCE

2.1 Executive Directors’

remuneration policy

f or 2026

(in accordance with the Policy in force, with no exceptions)

OPPORTUNITY


	Fixed remuneration¹	Annual Variable Remuneration (“AVR”)	Long-term Incentive (“LTI”): 2026-2028 cycle ³	Shareholding requirement


Mr. Eloy Planes Executive Chairman	• Base salary: €522,750² • Pension plan: €16,000 • Benefits: ~€53,000	• Target: 100% of base salary • Max: 185% of base salary (185% of target)	• Target: 250% of base salary • Max: 430% of base salary (172% of target)	2x base salary
Mr. Jaime Ramírez CEO	• Base salary: US$836,400 ² • Pension plan: ~€12,000 • Benefits: ~€90,000	• Target: 150% of base salary • Max: 277.5% of base salary (185% of target)	• Target: 345% of base salary • Max: 593.4% of base salary (172% of target)	2x base salary
1. The Executive Chairman receives additional remuneration for his responsibilities as Chair of the Company’s Board of Directors. He does not receive any additional remuneration for his role on the Delegated Committee. The CEO receives remuneration for serving as a member of the Board of Directors which is deducted from his base salary for his executive duties. 2. Base salary reflects a 2.5% increase vs. 2025, in line with the salary review for the Management Advisory Committee and the broader workforce. 3. The sale of net shares received under LTI awards is restricted until Executive Directors meet required shareholding levels, a requirement the Executive Chairman already fulfills.

REMUNERATION SCENARIOS: FIXED VS.

PERFORMANCE-LINKED

The charts below illustrate how much the current Executive

Directors could receive under different performance scenarios

in 2026.


12%	28%	60%


19%	25%	57%

100%

Executive Chairman

(in €’000 and % of total remuneration)

CEO

(in €’000 and % of total remuneration)


16%	25%	59%


24%	22%	54%

100%


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VARIABLE REMUNERATION: PERFORMANCE METRICS AND MAIN FEATURES


	2026 AVR	2026-2028 LTI cycle


Performance metrics	• 85% Financial: ◦ 10% Sales growth ◦ 25% Adjusted EBITDA ◦ 25% Adjusted EPS ◦ 25% Free cash flow	• 90% Value creation and financial: ◦ 45% Relative Total Shareholder Return vs. two peer groups equally balanced: ▪ Five US pool players (Hayward, Latham Pool, Leslie’s, Pentair and Pool Corp.) ▪ Stoxx Europe 600 industrial goods & services index ◦ 45% 2026-2028 EBITDA
Performance metrics	• 15% Non-financial: ◦ 10% Strategic management targets ² ◦ 5% ESG metrics: (i) carbon footprint (scopes 1&2); (ii) sustainable products sales (%); (iii) TRIR ¹; (iv) water efficiency in operations	• 10% Non-financial: ◦ S&P ESG Rating for year 2028
Main characteristics	• 100% in cash	• 3-year performance period • 100% in shares. Sale of awarded shares is restricted for 3 years or until Executive Directors hold shares worth at least twice their annual fixed remuneration • The malus clause applies in the event of a breach of the code of conduct. Clawback may apply under the same circumstances and also if the settlement was based on false or inaccurate information.
1. TRIR: Total Recordable Incident Rate. 2. Executive Chairman: Plan long-term Board succession; support strategic, transformative acquisitions to drive growth; enhance Company value. CEO: Talent and Culture; transformation initiatives focused on growth and increasing organization efficiency; enhance Company value.

2.2 Executive Directors’

Remuneration In 2025

(No exceptions were applied in 2025)

2025 REMUNERATION OUTCOMES

Executive Directors fixed vs performance-linked

(in €’000 and % of total remuneration)


22%	16%	62%


41%	59%

• AVR: the ARC determined to award an annual variable

remuneration equivalent to 106.9% of target.

◦ Executive Chairman: €545,289, equivalent to 57.8% of

maximum opportunity and 106.9% of his base salary.

◦ CEO: US$1,308,692 (€1,156,701), equivalent to 57.8% of

maximum opportunity and 160.4% of his base salary.

• 2023-2025 LTI cycle ended on 31 December 2025: the award

which was granted to the Executive Chairman in 2023 vested

at 100% of target (88,500 shares, equivalent to a gross value

amount of €2,049,660). The CEO did not participate in this LTI

cycle.

SHAREHOLDING REQUIREMENTS

Executive Directors shareholding

(% of base salary)

18x

As of 31 December 2025, the Executive Chairman held 393,837

shares in the Company, equivalent to 18x his base salary in

2025.

The CEO has not yet received any long-term incentive awards

and does not currently hold any shares.


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2.3 Remuneration Of The

Directors In Their Capacity

As Such For 2026 And In

2025

(No exceptions were applied in 2025)

The total remuneration accrued in 2025 amounted to

€1,816,205, remaining below the limit of €2,200,000 approved

by the GSM. This limit will continue to apply for 2026.

The Board of Directors, following the proposal of the ARC and in

accordance with the Remuneration Policy, approved a moderate

adjustment to Directors’ remuneration for 2026 -an increase of

2.5% approx.-, depending on the position and responsibility- to

ensure remuneration remains aligned with the required level of

dedication and maintains external competitiveness. While the

fixed remuneration for Board members was slightly updated

when the Policy was approved (2%), the fixed remuneration and

attendance fees for the Board Chair and Committee members

had remained unchanged since 2022. Consequently, on an

annualized basis, the increase represents between 0.6%.

The Board also resolved to revise the remuneration structure

applicable to the Delegated Committee, replacing the fixed

annual fee with attendance-based fees, reflecting the fact that

this Committee convenes only on specific occasions.

The table below sets forth the breakdown per position and

responsibilities of the members of the Board in 2026 and the

review vs. 2025:


	Member		Chair (additional)
	Fixed remuneration	Attendance fees	Fixed remuneration
Board of Directors	€94,000 (€92,000 in 2025)	€8,300 p.a. (€8,000 in 2025)	€52,000 (€50,000 in 2025)
Audit and Sustainability Committee	€21,000 (€20,000 in 2025)	—	€21,000 (€20,000 in 2025)
Appointments and Remuneration Committee	€21,000 (€20,000 in 2025)	—	€21,000 (€20,000 in 2025)
Delegated Committee	—	€3,000 per meeting (€12,000 fixed fee in 2025)	—

Additionally,

• Annual fees for attending Board or its Committees will be

€20,900 p.a. for Directors residing outside Europe (€20,000

p.a. in 2025).

• The Lead Independent Director will receive a fixed

remuneration of €26,000 (€25,000 in 2025).


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3. 2026 REMUNERATION POLICY

3.1 Our Remuneration

Principles a nd Practices

Our remuneration philosophy provides the guiding principles

that drive remuneration-related decisions. The key tenets are

listed below:



ALIGNMENT WITH SHAREHOLDERS’ INTERESTS AND THE COMPANY’S SUSTAINABILITY STRATEGY	VALUE CREATION	FAIRNESS AND PROPORTIONALITY OF REMUNERATION	TRANSPARENCY	ALIGNMENT WITH MARKET PRACTICES

Our pay-for-performance remuneration program is designed to

align the long-term interests of our employees with those of our

shareholders by emphasising sustained value and reinforcing

personal accountability. Highlighted below are pay practices that

are integral to our Remuneration Policy, as well as certain pay

practices that we choose not to implement.


	WE ADOPT SOUND PAY PRACTICES		WE AVOID POOR PAY PRACTICES
Executive Directors
• Align our executive pay with performance. • Provide an appropriate balance of short- and long-term incentives. • Set challenging performance objectives, consistent with the Company’s long-term strategic goals. • Align executive remuneration with shareholder returns through performance-based vesting of equity incentive awards. • Use appropriate peer groups when establishing remuneration. • Maintain equity ownership requirements. • Align executive remuneration with the conditions applicable to employees of the Company.		• No contracts with guaranteed salary increases. • No guaranteed variable remuneration payments. • No hedging operations are entered into on the shares awarded during the retention period.
Non-executive Directors
• Reward appropriately to their level of dedication, qualifications and responsibility, without compromising their independence. • Conduct benchmarking studies on the remuneration of Non- Executive Directors to ensure their alignment with market practices.		• No remuneration components linked to Company or personal performance. • No remuneration in the form of shares. • No severance for termination of their appointment to office. • No obligations or commitments whatsoever in relation to pension, retirement or similar plans.
The ARC oversees our remuneration programs throughout the year, which enables the Committee to be proactive in its remuneration planning to address both current and emerging developments or challenges.

² European peer group (19 companies): Almirall, CAF, Cellnex, DMG Mori, Electrolux Professional, Gestamp, Grifols, Hella, Kingspan, Kone, Konecranes, Manitou, Nissan

Motor Europe, Schneider Electric-Energy Management WE, Schneider Electric-Europe Operations, Siemens-Mobility, Vesuvius and Weir Group. This applies for both the

Executive Chairman and the CEO.

³ US peer group (18 companies): A.O. Smith, Donaldson, Enpro, Flowserve, Franklin Electric, Gates Industrial, Graco, Hayward, IDEX, ITT, Latham Pool, Mueller Water

Products, Pentair, Pool Corp, Rexnord, SPX, Watts Water Technology and Xylem. This applies only to the CEO, as he is US recruited and a US citizen.


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3.2 Remuneration

Benchmarking

To effectively attract, properly motivate and retain our

management team and directors, the ARC periodically reviews

market data relating to pay levels, mix and practices.

When evaluating market data for Executive Directors, the ARC

carefully benchmarks against a peer group comprising

European 2 and US 3 industrial companies that are comparable in

terms of revenue and market capitalization. This peer group

includes our pool peers and other organizations with which

Fluidra competes for both talent and business and reflects

Fluidra’s global footprint. Particularly, the selected companies

were primarily classified within the Industrial Machinery and

Consume Discretionary sectors - consistent with Fluidra’s

classification under the Global Industry Classification Standard

(GICS) developed by MSCI - and had market capitalization and/or

revenues ranging from 25% to 400% of Fluidra’s figures.

Including US companies in the peer group is essential given the

profile of our CEO - who was recruited from the US, is based

there, and brings extensive experience in the U.S. industrial

sector, a strategic advantage for Fluidra’s business and growth.

North America is our largest commercial market, representing

44% of our sales, and competitiveness in attracting and

retaining talent in the US is critical to our long‑term success. A

peer group limited to Europe‑listed companies would therefore

not provide an appropriate benchmark, considering Fluidra’s

global footprint, the strategic relevance of the US market, and

our competitive positioning and strong financial performance.

These selection criteria are consistent with those applied in

defining the peer groups that will be applied for measuring

relative TSR in 2026-2029 LTI cycle and onwards.

From an overall perspective of Fluidra’s scale, the Company is

positioned between the 25^th percentile and the median of both

the European and US markets in terms of size (revenues, market

capitalization, total assets and employees). The target total

compensation for the Executive Chairman is positioned around

the European market median. The CEO’s target total

compensation sits around the median of the combined

European and US markets. Once the 2026 salary increase is

applied (2.5% vs. 2025), the relative positioning remains

unchanged.

This benchmarking, informed by advice from Towers Watson

(WTW), serves as one input to consider as part of the decision-

making process along with Company and individual

performance, internal comparisons across members of our

Management Advisory Committee and alignment with our

remuneration philosophy.

With respect to the non-executive directors, the ARC annually

receives market data on Board member remuneration in their

capacity as directors, based on a report published by Spencer

Stuart. This review confirmed that their remuneration is aligned

with prevailing market standards.

3.3 Engagement With Our

Shareholders And Changes

In Our Remuneration Policy

2026

At the GSM on 7 May 2025, three resolutions regarding the

remuneration of the Board of Directors were submitted for

approval:

1. The Annual Report on the Remuneration of Directors for the

financial year 2024.

2. Long-Term Incentive Plan for executives and Executive

Directors of the Fluidra Group.

3. The Directors’ Remuneration Policy for the remaining of the

financial year 2025 and the financial years 2026, 2027 and

2028.

The graph on the right shows the evolution on the voting results

for the last five Annual Reports on the Remuneration of

Directors, as well as on the last Directors’ Remuneration Policies.

The Letter from the Chair of the ARC outlines the process

undertaken to analyse these results, details how Fluidra

engaged with its various stakeholders, and presents the

enhancements incorporated into this Report.

The key changes for 2026 compared to 2025 are the following

(all proposed changes are fully compliant with the

Remuneration Policy):

2021-2025 GSMS. EVOLUTION OF VOTE RESULTS


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Element	Change	Rationale
2026 AVR	• Strategic management targets have been tailored for the Executive Chairman and the CEO.	• To align the individual performance‑related targets with their respective responsibilities.
	• Introduction of a new metric related to water efficiency in operations and removal of the S&P Global ESG score and NPS.	• To ensure alignment with the metrics included in the AVR for senior management.
		• To avoid overlap with the metric included in the LTI that measures progress on ESG ratings.
2026-2028 LTI cycle	• Introduction of the relative TSR with a 45% weighting (replacing absolute TSR). • Two peer groups, equally balanced: • 5 Pool companies, which are Fluidra’s direct business competitors (Hayward, Latham Pool, Leslie’s, Pentair, Pool Corp.). • Stoxx Europe 600 Industrial Goods & Services. • In the process of selecting the peer groups, a range of competitors for capital resources was considered as well as market indices including these peers. Each alternative was assessed based on its correlation and volatility relative to Fluidra to ensure an appropriate and representative benchmark. In addition, back-testing analyses were conducted to validate the robustness of the selected peer groups and to confirm that the final decision was not subject to selection bias. • Performance scale: The portion of the incentive linked to this metric will not vest if the Company’s performance falls below the median of its respective peer group.	• To reward outperformance vs. peers neutralising the impact of macroeconomic cycles, stock market volatility and other sector-related factors. • To perform a balanced comparison of Fluidra’s performance with that of the main markets in which it operates, specifically the United States and Europe. • To align with market practice and corporate governance recommendations. • To ensure consistency with the peer group used for benchmarking purposes, as the selection criteria are aligned.
2026-2028 LTI cycle	• Measure cumulative EBITDA (vs. EBITDA for the final year of the cycle). This metric is weighted at 45%. • The Company does not disclose specific EBITDA performance targets on an ex ante basis as such targets constitute competitively sensitive commercial information. Following the conclusion of the applicable performance period, the Company will provide full disclosure of the established targets and the extent to which they were achieved.	• To reward the progress made during the 3-year performance period.

Therefore, under 2026 AVR financial measures and their

weightings remain unchanged from 2025 AVR, as they continue

to support the Company’s strategic priorities. Sales growth,

adjusted EBITDA, adjusted EPS and free cash flow are tied to our

priorities of accelerating growth and operational excellence.

The 2026-2028 LTI cycle also supports these priorities and have

a particular focus on driving shareholder value creation.


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3.4 Executive Directors’

Remuneration Policy

(in accordance with the Policy in force, with no exceptions)

I. REMUNERATION ELEMENTS FOR PERFORMING EXECUTIVE DUTIES: FIXED ELEMENTS


Base salary


Purpose	To attract and retain the Executive Directors of the level required to deliver our strategic goals.
Opportunity	• Executive Chairman: €522,750 • CEO: US$836,400 Base salary reflects a 2.5% increase vs. 2025, in line with the salary review for the Management Advisory Committee and the broader workforce.
Operation	• This remuneration is fully paid in cash. • The Executive Chairman, Mr. Eloy Planes, also receives remuneration for his role as Chair of the Company’s Board of Directors. In the case of the CEO, Mr. Jaime Ramírez, any remuneration received for serving on the Board or its Committees is deducted from the base salary for his executive functions. Fluidra’s former CEO perceived Board fees in addition to remuneration for his executive duties.


Long-term savings plan (pension plan)


Purpose	To provide a competitive level of retirement income.
Opportunity	• Executive Chairman: €16,000 • CEO: €12,000 (approx.)
Operation	• Mr. Planes has a pension contribution commitment (defined contribution) entailing the setting up of a retirement pension fund. He is entitled to the vested rights over the accumulated funds. This commitment is funded through an insurance policy. • Mr. Ramírez is an active participant in the 401(k) pension plan sponsored by Fluidra's US subsidiary. Fluidra reserves the right to finance these pension commitments using whatever instrument it considers most suitable pursuant to the currently applicable legislation. He is entitled to the vested rights over the accumulated funds. • These commitments are compatible with the severance to which Executive Directors are entitled in the event of termination of their contracts.


Other benefits


Purpose	To aid retention and remain competitive within the marketplace.
Opportunity	• Executive Chairman: €53,000 (approx.), comprising €15,000 for a Company vehicle, €30,000 for death and disability insurance and €8,000 for medical insurance. • CEO: €90,000 (approx.), comprising €15,000 for a Company vehicle, €25,000 for death and disability insurance and €50,000 for medical insurance.
Operation	• The benefits provided to Executive Directors are consistent with Fluidra’s policy for executive personnel and include, among others: i. use of a Company-provided vehicle, ii. life insurance covering death and disability. A commitment in respect of the contingencies of death and disability is recognised in favor of the Executive Directors, equal to 4 times their gross annual fixed remuneration at the time of death. In case of total or absolute permanent or severe disability occurring prior to the termination of their contracts, the Executive Directors will receive, until they reach 65 years of age, a monthly payment equal to one-twelfth of 75% of their last gross annual fixed remuneration at the time the disability occurred under similar conditions to the rest of the Group's directors, namely, a maximum amount of US$50,000 per month in the case of the CEO. iii. an annual premium for family health insurance. • Additionally, Executive Directors are covered under Fluidra’s directors and executives liability insurance policy, which protects them against liabilities arising from the performance of their duties, in accordance with the scope defined in the policies signed by the Company.


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II. REMUNERATION ELEMENTS FOR PERFORMING EXECUTIVE DUTIES:

VARIABLE ELEMENTS


2026 Annual Variable Remuneration


Purpose	To promote the Executive Directors' commitment with the Company, motivate their performance and reward the achievement of specific objectives for each fiscal year.
Opportunity	• Executive Chairman: Target: 100% of base salary \| Max: 185% of base salary (185% of target). • CEO: Target: 150% of base salary \| Max: 277.5% of base salary (185% of target).

Performance metrics				Threshold		Target		Maximum
	Type of objectives	Weighting	Metrics	Performance	Pay level	Performance	Pay level	Performance	Pay level
	85% Financial	10%	Sales growth	50%	40%	100%	100%	≥150%	200%
		25%	Adjusted EBITDA	80%	40%	100%	100%	≥120%	200%
		25%	Adjusted EPS	70%	40%	100%	100%	≥130%	200%
		25%	Free cash flow	80%	40%	100%	100%	≥120%	200%
	15% Non- financial	10%	Strategic management targets ¹	0	0%	100%	100%	≥100%	100%
	15% Non- financial	5%	5% ESG metrics²	0	0%	100%	100%	≥100%	100%
	Total	100%			34%		100%		185%
	Intermediate levels are calculated by linear interpolation for financial metrics. 1. Executive Chairman: Plan long-term Board succession; support strategic, transformative acquisitions to drive growth; enhance Company value. CEO: Talent and Culture; transformation initiatives focused on growth and increasing organization efficiency; enhance Company value. 2. ESG metrics: (i) reduce carbon footprint (scopes 1&2, tnCO2); (ii) sustainable sales products (%); (iii) reduce Total Recordable Incident Rate (TRIR); (iv) water efficiency in operations. A performance scale has been established for each ESG metric.

Operation	• At its meetings held on 24 February, the Board of Directors, acting on a proposal from the ARC, established the metrics, weightings, and objectives for 2026 to determine the Executive Directors’ AVR, in accordance with the criteria and limits set forth in the Remuneration Policy. • At the end of the fiscal year, upon receipt of the relevant supporting documentation, the Board of Directors—based on the ARC’s recommendations—will evaluate the level of achievement of the objectives set at the beginning of the year and approve the AVR amount for each Executive Director accordingly. Fluidra will provide comprehensive ex-post disclosure of performance outcomes, detailing achievement levels by KPI as well as corresponding payouts by KPI and in aggregate. • The objectives for each metric are aimed to be challenging and subject to periodic review, considering the economic environment, the strategic plan, and stakeholder expectations. These objectives may only be modified by the Board of Directors, upon an ARC proposal, in exceptional circumstances necessary to safeguard the Company’s long-term interests, sustainability, or viability. • Once the AVR has been approved, it will be paid in cash to the Executive Directors, with all applicable withholdings, social security contributions, and taxes duly applied. Payment will be made after Fluidra’s financial statements have been issued, considering any qualifications in the external audit report. • In the event of termination, “good leavers” will receive incentive vesting strictly on a pro-rata basis, calculated according to the time served during the financial year. This approach is consistent with prevailing market standards and reflects sound corporate governance practices. • The Company can introduce a malus clause applicable to annual variable remuneration and this is assessed periodically.


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2025-2029 LTI Plan: 2026-2028 cycle (in-flight 2024-2026 and 2025-2027 cycles are described in Appendix I)


Purpose	To encourage, motivate and retain the management team by linking the incentive to the fulfillment of Fluidra's medium and long-term strategic plan, which will make it possible to align the interests of the Beneficiaries (as defined below) with those of the shareholders.
Opportunity (amounts per LTI cycle)	• Executive Chairman: Target: 250% of base salary (55,847 PSUs) \| Max: 430% of base salary (172% of target) (96,057 PSUs). • CEO: Target: 345% of base salary (105,225 PSUs) \| Max: 593.4% of base salary (172% of target) (180,987 PSUs).

Performance metrics				Threshold		Target		Maximum
	Type of objectives	Weighting	Metrics	Performance	Pay level	Performance	Pay level	Performance	Pay level
	Value creation	45%	Relative TSR vs. two peer groups ^{1, 2}	0 p.p.	50%	+4 p.p	100%	+8p.p.	180%
	Financial	45%	2026-2028 EBITDA at constant exchange rates	80%	50%	100%	100%	≥120%	180%
	Non- financial	10%	S&P ESG rating for year 2028	Below target	0%	Target	100%	Exceed target	100%
	Total				45%		100%		172%
	1 The initial value considered for the purpose of measuring the evolution of the TSR will be the weighted average listed price of the Fluidra share at the close of trading for the trading sessions taking place on the thirty (30) days preceding 1 January 2026, i.e. €23.4. The final value will be the weighted average listed price of the Fluidra share at the close of the trading sessions taking place on the thirty (30) days preceding 31 December 2028 (inclusive). 2 Two peer groups, equally balanced: (i) 5 US pool companies, which are Fluidra’s direct competitors (Hayward, Latham Pool, Leslie’s, Pentair, Pool Corp); (ii) Stoxx Europe 600 Industrial Goods & Services. The portion of the incentive linked to this metric will not vest if Fluidra’s performance falls below the median of each peer group. Intermediate levels are calculated by linear interpolation for value creation and financial metrics.

Operation	• The Plan involves granting a specified number of Performance Share Units (“PSUs”), which serve as a reference for calculating the final number of shares to be delivered to beneficiaries after a three-year performance period, provided the strategic objectives of the Fluidra Group outlined above are achieved. • At its meeting held on 24 February 2026, the Board of Directors, acting on a proposal from the ARC, established the metrics, weightings, and objectives for determining the Executive Directors’ incentive for the 2026–2028 cycle, in accordance with the criteria and limits set forth in the Policy. • At the end of the cycle, upon receipt of the relevant supporting documentation, the Board of Directors—based on the ARC’s recommendations—will evaluate the level of achievement of the objectives set at the beginning of the cycle and approve the incentive amount for each Executive Director accordingly. Fluidra will provide comprehensive ex-post disclosure of performance outcomes, detailing achievement levels by KPI as well as corresponding payouts by KPI and in aggregate. • The objectives for each metric are aimed to be challenging and subject to periodic review, considering the economic environment, the strategic plan, and stakeholder expectations. These objectives may only be modified by the Board of Directors, upon an ARC proposal, in exceptional circumstances necessary to safeguard the Company’s long-term interests, sustainability, or viability. • To qualify for the incentive, Executive Directors must remain with the Fluidra Group until 31 December 2028 (the “End Date”), subject to the provisions for special termination scenarios established in the Regulations. The incentive will be settled in June 2029, following approval of the 2028 financial statements (the “Settlement Date”). Shares will be delivered either directly by Fluidra or through a third party, depending on the coverage mechanisms adopted by the Board of Directors. • Once the shares have been awarded, Executive Directors will be prohibited from transferring ownership for a period of three years from the End Date, until they hold a number of shares equivalent to at least twice their annual fixed remuneration. Exceptions apply for shares sold to cover acquisition costs, including taxes, or where a waiver is granted by the Board of Directors with a favorable report from the ARC to address exceptional circumstances. • In the event of termination, “good leavers” will receive incentive vesting strictly on a pro-rata basis, calculated according to the time served during the performance period. This approach is consistent with prevailing market standards and sound corporate governance practices. • The Plan incorporates malus and clawback provisions. The shares that may arise from the settlement of this cycle shall never be delivered to the beneficiaries, who shall forfeit any right to receive them, if the beneficiary, prior to the settlement date of the cycle, should have been penalized due to a serious breach of the code of conduct (“malus clause”). In addition, the Company may demand the return of any shares delivered (“clawback clause”), or the cash proceeds from the sale of the shares if applicable, or even set off such delivery against any remuneration of any other kind that the beneficiary may be entitled to receive, if during the 2 years following the settlement, it is verified that such settlement was made in whole or in part based on information the misrepresentation or serious inaccuracy of which may be evidenced subsequently. The clawback clause will also apply to any beneficiaries who have breached any of the Group's internal standards and policies or if their negligent conduct has entailed significant losses for the Group.


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III. MINIMUM SHAREHOLDING

REQUIREMENT

As stipulated in the Remuneration Policy, Executive Directors are

required to build and maintain a personal shareholding in

Fluidra to align their interests with those of the Company’s long-

term shareholders. This requirement is equivalent to twice the

base salary, and unvested share-based incentives are excluded

for this purpose.

To meet this requirement Executive Directors must hold the net

shares awarded under long-term incentives.

The Committee will regularly monitor compliance with this

requirement. Details of the current shareholding are provided

on page 4.

IV. MAIN TERMS AND CONDITIONS OF THE

EXECUTIVE DIRECTORS’ CONTRACTS

The essential terms and conditions of the Executive Directors’

contract, in addition to those already set out in the

Remuneration Policy, are the following:

• Term: The Executive Directors have signed an indefinite-term

contract for services with the Company which will remain in

force for as long as the Directors perform the executive duties

delegated to them by the Board of Directors.

• Exclusivity and confidentiality: The contracts establish

clauses regulating confidentiality and exclusive dedication,

without prejudice to the activities which are expressly

authorized, provided they do not hinder the fulfillment of the

duties of diligence and loyalty inherent in their post or entail a

conflict with the Company.

• Post-contractual non-compete and non-solicitation

undertaking: Notwithstanding the Executive Directors'

undertaking not to compete with the Company while their

contracts are in force, a post-contractual non-compete and

non-solicitation agreement is established in the following

terms

◦ Mr. Eloy Planes Corts contract establishes a post-

contractual non-compete undertaking with a term of two

years as from the date on which the effective provision of

his services ends. The economic remuneration established

is twice his gross annual fixed remuneration in force at the

time of termination of the contract.

◦ Mr. Jaime Ramírez contract establishes a post-contractual

non-compete and non-solicitation undertaking with a term

of two years as from the date on which his services

effectively come to an end. There is no additional

compensation for the non-compete and non-solicitation

prohibition accepted by Mr. Jaime Ramirez, which is

understood to be compensated by the fixed and variable

remuneration he receives during the term of his contract.

• Severance pay for termination of contract: The severance

to which the Executive Directors will be entitled in the event of

termination of their contract at the instance of Fluidra for any

reason, except in cases of serious and willful or negligent non-

fulfillment of their duties as Executive Directors of the

Company, will be:

◦ In the case of Mr. Eloy Planes Corts, an amount equivalent

to two times his annual remuneration, based on his gross

annual fixed salary for the year in which his contract is

terminated and the gross annual variable salary for the

preceding year (LTI excluded). This severance payment

includes the legal indemnity he is entitled to receive for the

termination of his previous employment relationship, which

lasted 16 years and 7 months and was suspended when he

was appointed as a Director.

◦ In the case of Mr. Jaime Ramírez, an amount equivalent to

two times his annual remuneration, based on his gross

annual fixed salary for the year in which his contract is

terminated and the gross annual variable salary received in

the 12 months preceding the termination's effective date.

• The Executive Directors will be entitled to receive this

severance pay if they decide to terminate their contracts by

their own choice, if such termination is due to any of the

following causes:

◦ Serious breach by the Company of any of the contractual

obligations related to their position

◦ Reduction and substantial limitation of their duties or

powers.

◦ Substantial modification of their contractual conditions.

◦ Change of ownership of Fluidra's share capital with or

without changing the Company's governing bodies.

• Advanced notice period: The parties are required to give at

least six months' notice before the effective date of

termination of the contractual relationship, except when this

occurs by mutual agreement, due to serious and willful or

negligent non-fulfillment of the Executive Director's

professional duties, or a serious breach by the Company of

the obligations undertaken in relation to the position of

Executive Director. In the event of non-fulfillment of the

obligation to give notice, the breaching party will be under the

obligation to pay to the other party an amount equal to the

fixed remuneration pending payment for the notice period

breached.

V. OTHER REMUNERATION ELEMENTS

It is not planned that Fluidra’s Executive Directors will accrue or

receive: (i) any other additional remuneration for providing their

services other than those inherent in their position; or (ii)

remuneration arising from advances, loans or guarantees being

granted.


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3.5 Non-executive Directors’

Remuneration Policy

(in accordance with the Policy in force, with no exceptions)

Non-Executive Directors are rewarded with respect to their Non-

Executive Directors are rewarded with respect to their effective

dedication, qualification and responsibility. As such, the amount

of remuneration of Non-Executive Directors is calculated so that

it offers incentives to their dedication, but at the same time

without constituting an impediment to their independence.

Pursuant to Fluidra’s Bylaws, the annual remuneration of the

Company’s Directors in respect of their membership of the

Board of Directors and its committees will consist of (i) a fixed

annual remuneration; and (ii) attendance fees for meetings of

the Board of Directors and its committees.

At its meeting held on 24 February 2026, the Board of Directors,

following the proposal of the ARC and in accordance with the

Remuneration Policy, approved a moderate adjustment to

Directors’ remuneration for 2026 -an increase of 2.5% approx.-,

depending on the position and responsibility- to ensure

remuneration remains aligned with the required level of

dedication and maintains external competitiveness. While the

fixed remuneration for Board members was slightly updated

when the Policy was approved (2%), the fixed remuneration and

attendance fees for the Board Chair and Committee members

had remained unchanged since 2022. Consequently, on an

annualized basis, the increase represents between 0.6%.

The Board also resolved to revise the remuneration structure

applicable to the Delegated Committee, replacing the fixed

annual fee with attendance-based fees, reflecting the fact that

this Committee convenes only on specific occasions.

The table below sets forth the breakdown per position and

responsibilities of the members of the Board in 2026 and the

review vs. 2025:


	Member		Chair (additional)
	Fixed remuneration	Attendance fees	Fixed remuneration
Board of Directors	€94,000 (€92,000 in 2025)	€8,300 p.a. (€8,000 in 2025)	€52,000 (€50,000 in 2025)
Audit and Sustainability Committee	€21,000 (€20,000 in 2025)	—	€21,000 (€20,000 in 2025)
Appointments and Remuneration Committee	€21,000 (€20,000 in 2025)	—	€21,000 (€20,000 in 2025)
Delegated Committee	—	€3,000 per meeting (€12,000 fixed fee in 2025)	—

Additionally,

• Annual fees for attending Board or its Committees will be

€20,900 p.a. for Directors residing outside Europe (€20,000

p.a. in 2025).

• The Lead Independent Director will receive a fixed

remuneration of €26,000 (€25,000 in 2025).

Non-Executive Directors are reimbursed for duly justified

expenses incurred while rendering their services to the

Company.

Directors in their capacity as such do not participate in any

incentive or long-term savings plans.

According to the provisions in the Remuneration Policy, the

maximum amount of annual remuneration for all the Directors

of Fluidra in respect of their membership of the Company’s

Board of Directors and its Committees is established at

€2,200,000. This amount will remain unchanged until the GSM

approves a new amount.

Likewise, the internal distribution amongst the Directors will

remain unchanged until the Board of Directors approves a

different distribution. The Board, following a proposal by the

ARC, may amend the proposal for the distribution of

remuneration between the members of the managing body, as

agreed in respect of the 2026-2028 Remuneration Policy, to

bring it into line with the level of dedication of its members and

market practice. Any modifications will be duly reported in the

Annual Report on the Remuneration of Directors.

Non-Executive Directors, (as the Executive Directors and other

senior officers at the Company) are beneficiaries of a Directors

and Officers liability insurance (D&O) policy underwritten by

Fluidra that covers them against any liabilities incurred as a

result of the performance of their functions, all in accordance

with the subjective scope defined in the corresponding policies

signed by the Company. The premium of this insurance policy is

not included in the maximum amount of annual remuneration

for all the Directors.

Mr. Brooks’ contract as Executive Director was terminated

effective 31 August 2024. Following this termination, he

continued to serve on the Board as an external proprietary

director until 31 December 2024. He stepped down from his

executive functions on 1 September 2024, at which time his

contract was amended to reflect the cessation of those

functions and to govern his role through 31 December 2024,

ensuring a smooth handover to Fluidra’s new Chief Executive

Officer.

Pursuant to the 2022–2026 Long-Term Incentive Plan (granted

to Mr. Brooks during his tenure as CEO), the number of

performance share units (PSUs) awarded to Mr. Brooks was pro-

rated, reflecting the period elapsed from the commencement of

each applicable cycle to 31 December 2024. Accordingly, the

PSUs awarded under the 2023-2025 cycle were reduced from

106,200 to 70,800, and those under the (in-flight) 2024-2026

cycle were reduced from 80,173 to 26,724. Subject to the final


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level of achievement of the applicable performance objectives,

Mr. Brooks will receive the corresponding shares on the same

dates as the other beneficiaries under these cycles. The number

of shares earned under the 2023-2025 cycle, ended as of 31

December 2025, are disclosed in Section 4.

Mr. Brooks is subject to a non-compete obligation for a period

of two years (2025 and 2026). No additional remuneration will

be paid in respect of this obligation, as the consideration for the

non-compete is included in the remuneration already received.

The termination of Mr. Brooks’ contract did not result in the

accrual or payment of any indemnity.


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4. 2025 REMUNERATION

4.1 Executive directors’

remuneration in 2025

There was no change in the procedure to apply the

Remuneration Policy nor was there any temporary exception

made to it.

VISION OF THE LAST 5 FINANCIAL YEARS

(figures included in the corresponding Annual Reports on the Remuneration of Directors)


In thousand euros	2025		2024		2023		2022		2021
Executive officers' remuneration	Chairman	CEO¹	Chairman	CEO²	Chairman	CEO²	Chairman	CEO²	Chairman	CEO²
Base salary	510	648	500	600	500	600	500	600	390	531
Pension plan	16	12	16	13	16	8	16	8	16	11
Remuneration in kind	51	79	48	45	33	48	32	37	29	42
Remuneration for Board membership	149	73	148	98	148	98	139	95	126	90
Annual variable remuneration	545	1,157	608	1,103	440	801	62	107	718	980
Long-term incentives ³	2,050	—	89	106	—	—	4,443	7,192	—	—
Other remuneration	—	—	—	—	—	—	—	—	—	23
Total accrued remuneration	3,321	1,969	1,409	1,965	1,137	1,555	5,192	8,039	1,279	1,677
Fixed components – Total	726	812	712	756	697	754	687	740	561	697
Variable components – Total	2,595	1,157	697	1,209	440	801	4,505	7,299	718	980
Total Annual Shareholder Return (%)	1%		27.00%		33.50%		-52.90%		69.10%
Group staff average remuneration	45		46		43		41		40
CEO Pay Ratio	73.8	43.8	30.6	42,7	26.4	36.2	126.6	196.1	32.0	41.9
1. CEO. Mr Jaime Ramírez. The base salary figure of €648 thousand reflects his US dollar base salary (US$816,000), translated into euros and adjusted to exclude remuneration for Board membership. 2. CEO. Mr. Bruce W. Brooks. 3. The 2018–2022 LTI vested in 2022. This five‑year plan was tied to TSR and EBITDA performance targets measured over four years, followed by an additional retention year. As the maximum thresholds for both metrics were surpassed, the payout reached 170% of the target incentive. Thus, the amounts vested in 2022 correspond to the five-year period from 2018 to 2022. In 2022 a new LTIP was implemented structured in three overlapping cycles (annual grants). The first 2022-2024 cycle vested in 2024. This explains the fallow years (2021 and 2023).

The Statistics Appendix II included at the end of this Report

provides a table that explains the development of the Executive

Directors’ total remuneration, the Non-Executive Directors’ total

remuneration, the Company’s consolidated results and the

average remuneration of the staff, (excluding the Directors),

over the last 5 financial years.

In 2025, the Executive Directors did not accrue or receive any

remuneration other than those specified above.


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I. REMUNERATION ELEMENTS FOR PERFORMING EXECUTIVE DUTIES: FIXED ELEMENTS

Base salary

• Executive Chairman: €510,000. This amount excludes the remuneration for his duties as Chair of the Company’s Board of Directors. He

does not receive any extra remuneration for serving on the Delegated Committee.

• CEO: US$816,000 (€721,230). This includes the remuneration for all the duties he performs at Fluidra, both in his executive capacity and as

a member on the Company’s Board of Directors.

Long-term savings plan (pension plan)

Annual contribution

• Executive Chairman: €16,000.

• CEO: €12,374.

Accumulated funds as of 31 December 2025:

• Executive Chairman: €278,494.

• CEO: €12,374.

The characteristics of the Executive Directors’ pension scheme are detailed in Section 3 of this Report. We refer to this to avoid repetition.

Other benefits

• Executive Chairman: €51,476 (approx.), comprising €15,000 for a Company vehicle, €29,341 for death and disability insurance and €7,135

for medical insurance.

• CEO: €79,555 (approx.), comprising €11,490 for a Company vehicle, €22,675 for death and disability insurance and €45,389 for medical

insurance.

Description has been included in Section 3. We refer to this to avoid repetition.

Additionally, Executive Directors are covered under Fluidra’s directors and executives liability insurance policy, which protects them against

liabilities arising from the performance of their duties, in accordance with the scope defined in the policies signed by the Company.

No advance, credit or guarantee has been granted by the Company.


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II. REMUNERATION ELEMENTS FOR PERFORMING EXECUTIVE DUTIES:

VARIABLE ELEMENTS

2025 AVR

At the beginning of year 2025, the Executive Directors were assigned the following target annual variable remuneration in the event of 100%

of achievement of the objectives predetermined by the Board of Directors at the beginning of the financial year, at the proposal of the ARC:

• Executive Chairman: €510,000, equivalent to 100% of his annual base salary.

• CEO: US$1,224,000 (€1,081,846), equivalent to 150% of his annual base salary.

In both cases, annual variable remuneration could reach up to a maximum of 185% of target in case of overachievement of objectives.

The following table shows the metrics, their weightings, the results achieved, the achievement and payout levels, after the evaluation by the

Committee, to determine the amount of the annual variable remuneration payable:


Type of objectives	Weight	Metric	Target	Results achieved	Achievement level	Payout level	Weighted Payout level
Financial (85%)	10%	Sales growth	3.8%	7%	183%	200%	20%
	25%	EBITDA	€493 million	€501 million	101.7%	108.6%	27.2%
	25%	Cash EPS	€1.305	€1.3	99.6%	99.2%	24.8%
	25%	Free cash flow	€269 million	€257 million	95.3%	85.9%	21.5%
Non-financial (15%)	10%	Strategic management targets				90%	9%
Non-financial (15%)	5%	ESG metrics				90%	4.5%
Total weighted payout level (% of target)							106.9%

The Board of Directors, on its meeting held on 25 February 2025, according to a proposal made by the ARC, established the metrics, weightings and objectives for 2025 to determine the Executive Director’s’ AVR, pursuant to the criteria and limits stipulated in the Remuneration Policy. Throughout 2025, the ARC monitored the achievement of these objectives and, once the financial year had ended and the annual accounts had been audited for the financial year in question, an evaluation process was conducted of the achievement of these objectives. • With regards to the Strategic management targets, the ARC has considered the following achievements i. Strategy execution has progressed in line with the defined roadmap across China, the Delta project, and the operational footprint initiatives. ii. Succession plans -both for the Executive Directors and other key positions- have been established in alignment with the Talent Review and Succession Planning process. iii. Transformation initiatives, including the CPO and operational workstreams, have been deployed according to plan, and the ERP implementation continues to advance on schedule. Data transformation and pricing capabilities have been successfully developed, while work on verticals, channels, and digital initiatives has been effectively launched. Several milestones remain in progress or are pending full consolidation into measurable outcomes, which accounts for a high - though not yet complete - level of achievement. • With regards to the ESG metrics, the ARC has considered the following achievements: i. The Company has met its 2025 carbon reduction target (6,262 tnCO2). This accomplishment positions the Company to meet its commitment to achieving carbon neutrality for Scopes 1 and 2 by 2027. ii. 59% of sales comes from products that are classified as sustainable in 2025. This exceeds the target for this year by +1 p.p.. iii. Regarding the Lost Time Injury Frequency Rate (LTIR), in 2025 the Company focused on improving facilities and work areas, strengthening employee training, and reinforcing compliance with the Health and Safety Policy. Despite the implementation of this action plan, the results did not meet the established target. iv. Fluidra has significantly improved its S&P Global ESG score, reaching 77 out of 100 in the 2025 assessment (based on 2024 activities). This reflects consistent upward momentum from previous years, including a score of 72 in 2024 and 69 in 2020. v. Fluidra has significantly improved the global satisfaction index (NPS) from 7.33 in 2024 to 7.7 in 2025 and exceeds the target set for 2025. Based on all of the above, the ARC has considered a weighted payout level for all the objectives of 106.9% of the target. Therefore, after a favourable recommendation of the Committee, the Board of Directors approved the following annual variable remuneration for the Executive Directors: • Executive Chairman: €545,289 (106.9% of base salary and 57.8% of maximum opportunity). • CEO: US$1,308,692 (€1,156,701, 160.4% of base salary and 57.8% of maximum opportunity). This amount will be paid in cash once the Financial Statements of Fluidra have been issued, taking into consideration any possible qualifications in the external audit report


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2022-2026 LTI Plan: 2023-2025 cycle

The 2023-2025 cycle was the second of the 2022-2026 Plan. It began on 1 January 2023 and ended on 31 December 2025.

At the beginning of year 2023, the Executive Chairman was granted 88,500 shares (equivalent to 250% of his annual base salary) for a target

achievement scenario. In the event of overachievement of the objectives, the maximum number of shares to be delivered were 152,220

shares (172% of target). The CEO, Mr. Jaime Ramírez, did not participate in this cycle.

The following table shows the metrics, their weightings, the results achieved, the achievement and payout levels (% of target), after the

evaluation by the Committee, to determine the amount of the long-term incentive payable:


Type of objectives	Weight	Metric	Target	Results achieved	Achievement level	Payout level	Weighted Payout level
Value creation	50%	Absolute TSR¹	50.14%	80.1%	160%	180%	90%
Economic-financial	40%	EBITDA of the Fluidra Group for 2025 (post IFRS, € million)	610	504	82,6%	0%	0%
Management	10%	ESG targets. S&P rating for 2025	72	76	>100%	100%	10%
Total weighted payout level (% of target)							100%
1 The initial value considered for the purpose of measuring the evolution of the TSR was €14.12, the weighted average listed price of the Fluidra share at the close of trading for the trading sessions taking place on the thirty (30) days preceding 1 January 2023. The final value considered was €23.41, the weighted average listed price of the Fluidra share at the close of the trading sessions taking place on the thirty (30) days preceding 31 December 2025. Intermediate levels are calculated by linear interpolation for value creation and economic-financial metrics.

The Plan consisted in the award of a number of units ("PSUs") used as a reference to calculate the final number of Shares to be delivered to the beneficiaries after a 3-year performance period. In Q1 2023 the Committee, agreed the metrics, weightings and performance scales, which would determine the Executive Director’s long- term incentive. The ARC monitored the achievement of these objectives throughout the performance period. Once the last financial year of this period had ended and the annual accounts had been audited for the financial year in question, an evaluation process was conducted of the achievement of these objectives. Actual performance against each measure was carefully reviewed to ensure the vesting outcome reflects underlying business performance and has been delivered in line with our culture and values. The ARC did not deem it necessary to exercise any discretion. Based on the above, the ARC has considered a weighted payout level for all the objectives of 100% of the target. Therefore, after a favourable recommendation of the Committee, the Board of Directors approved on 24 February 2026 the delivery of 88,500 shares to the Executive Chairman (equivalent to 58.1% of the maximum incentive). The gross value of the shares to be settled amounts to €2,049,660. As the Executive Chairman already holds shares in excess of the required shareholding level, no additional retention requirements apply to these shares. No malus and/or clawback clauses have been applied as there are no circumstances that would justify doing so.


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4.2 Remuneration for

Directors in their capacity

as such in 2025

The overall remuneration of the Directors for being members

on the Board of Directors and its committees amounted to

€1,816,205 in 2025, which is substantially below the maximum

total annual remuneration of €2,200,000 thousand stipulated

in the Remuneration Policy for all the Directors in their capacity

as such.

The amounts and items of remuneration for financial year

2025 were the same as the ones reported for 2026 in Section 3

of this Report.

The total remuneration accrued by the members of the

Company’s Board of Directors in the financial year 2025,

individualized by Director, is shown below:


		Roles
Name	Category	BoD	ASC	ARC	DC	Period	Total Remuneration (€)
Mr. Eloy Planes Corts	Executive	C			C	01/01/2025 – 31/12/2025	149,301
Mr. Jaime Ramírez Alzate1	Executive	M			M	07/05/2025 – 31/12/2025	72,860
Ms. Esther Berrozpe Galindo	Independent	M	M	C		01/01/2025 – 31/12/2025	171,301
Ms. Barbara Borra	Independent	M			M	01/01/2025 – 31/12/2025	111,301
Mr. Bruce W. Brooks2	Proprietary	M			M	01/01/2025 – 31/12/2025	123,301
Mr. Jorge Constans Fernández	Independent	M		M	M	01/01/2025 – 31/12/2025	156,301
Ms. Aedhmar Hynes	Independent	M			M	01/01/2025 – 31/12/2025	123,301
Mr. Michael Steven Langman	Proprietary	M		M		01/01/2025 – 31/12/2025	131,301
Mr. Brian McDonald	Independent	M	M	M		01/01/2025 – 31/12/2025	144,312
Mr. Manuel Puig Rocha	Proprietary	M			M	01/01/2025 – 31/12/2025	111,301
Ms. Olatz Urroz García	Independent	M	C			01/01/2025 – 31/12/2025	139,301
Mr. José Manuel Vargas Gómez	Proprietary	M	M		M	01/01/2025 – 31/12/2025	131,301
Ms. María del Carmen Gañet Cirera	Proprietary	M				07/05/2025 – 31/12/2025	65,054
Ms. Mercedes Grau Monjo	Proprietary	M				07/05/2025 – 31/12/2025	65,054
Mr. Bernardo Corbera Serra	Proprietary	M		M		01/01/2025 – 07/05/2025	41,237
Mr. Óscar Serra Duffo	Proprietary	M			M	01/01/2025 – 07/05/2025	38,441
Mr. Bernat Garrigós Castro	Proprietary	M	M			01/01/2025 – 07/05/2025	41,237
Total Remuneration (€)							1,816,205
• BoD: Board of Directors • ASC: Audit and Sustainability Committee		• ARC: Appointments and Remuneration Committee • DC: Delegated Committee					C: Chair M: Member

On 7 May 2025, the GSM approved the appointment of Ms. Mercedes

Grau Monjo to replace Mr. Óscar Serra Duffo, and Ms. María del

Carmen Gañet Cirera to replace Mr. Bernardo Corbera Serra.

In light of the resolutions adopted by the GSM on 7 May 2025 and in

view of the favorable report of the ARC, the Board of Directors of the

Company agreed:

• To acknowledge the resignation of Mr. Bernat Garrigós Castro from

his office of proprietary director of the Company's Board of

Directors and, as a result, the resignation from his position as a

member of the ASC, which becomes made up for four members.

• To acknowledge the expiry of the office of Mr. Bernardo Corbera

Serra as proprietary director of the Company's Board of Directors

and, as a result, the vacancy that arises on the ARC. In order to

replace Mr. Bernardo Corbera Serra, to appoint the independent

director, Mr. Brian McDonald, as a member of the ARC for the term

for which he was re-elected member of the Board of Directors of

the Company; and

• To acknowledge the expiry of the office of Mr. Óscar Serra Duffo as

proprietary director of the Company's Board of Directors, and, as a

result, the expiry of the offices of vice-chairman of the Board of

Directors and member of the DC.

1. The CEO receives remuneration for serving as a member of

the Board of Directors which is deducted from his base

salary for his executive duties.

2. In 2025 Mr. Bruce W. Brooks, currently serving as a proprietary

director, has received €123,301 as remuneration for serving on

the Board of Directors and the Delegated Committee. Derived

from his former role as CEO, he has been awarded 70,800

shares corresponding to the 2023-2025 LTI cycle. The gross

value of the shares to be settled amounts to €1,639,728. Details

regarding the level of achievement of the objectives and the

determination of the payout are set out on the previous pages.

During 2025 Mr. Brooks has also been entitled to certain welfare

benefits, which amount was negligible (€758). Mr. Brooks is

subject to a non-compete obligation for a period of two years

(2025 and 2026). No additional remuneration was paid in 2025

in respect of this obligation, as the consideration for the non-

compete is included in the remuneration already received.

Therefore, total remuneration for Mr. Bruce W. Brooks in 2025

amounted to €1,763,787.

No other supplementary remuneration was accrued by directors

in consideration for services provided rendered other than

those inherent to their positions.


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5. ARC IN 2025

5.1 Composition and

experience of the members

of the committee

As of 31 December 2025 (and on the date this Report was

approved by the Board of Directors), the ARC was made up of 4

members, as stipulated in the Company’s Bylaws and the Board

of Directors’ Regulations.

All the members of the ARC are Non-Executive Directors, three

of them being independent and one propietary. The Committee

Chair is an independent director, Ms. Esther Berrozpe Galindo,

complying with the provisions of the Company’s Articles of

Association and the Board of Directors’ Regulations.



	MS. ESTHER BERROZPE GALINDO Independent Chair		MR. JORGE CONSTANS FERNÁNDEZ Independent member


• Born in 1970, Esther Berrozpe has an extensive international career spanning more than three decades. She has worked in consumer goods companies in positions of increasing responsibility in both Europe and North America. She has extensive experience in the commercial, industrial and logistics sectors, talent management and cultural change, as well as in mergers and acquisitions. • Esther currently holds the positions of President, CEO and Director of Attindas Hygiene Partners, a global leader in the personal hygiene industry. • Before joining Attindas, Esther was CEO of Ontex, an international personal hygiene group listed on Euronext Brussels. Prior to Ontex, Esther worked for 19 years at Whirlpool Corporation, a global leader in the domestic appliance industry, where she held various management positions, the last one as President of Europe, Middle East and Africa, and Executive Vice President of the company. Earlier in her career, Esther worked for Paglieri, Sara Lee and the Wella Group. • Esther Berrozpe was senior director at American Industrial Partners (AIP) and independent director at Pernod Ricard, Ontex Group and Roca Corporación. • She holds a degree in Economics and Business Administration from the University of Deusto in San Sebastian (Spain), and studied Economics and International Business at the University of Bergamo (Italy).		• Born in 1964, Jorge Constans holds a degree in economics from the University of Barcelona, took the General Management Program at IESE Business School, and was awarded a Degree in Business Administration from ESADE Business School. • Over a long career spanning 22 years at Danone, he held several positions in sales, marketing and general management in Spain and went on to be President and General Manager of Danone France. He was subsequently made responsible for Europe and later on for the USA. • Over the last two years at the company he was President of the dairy products division, with revenues of 12 billion euros and operations in over 50 countries. • At Louis Vuitton, he served as President and CEO. He is currently a member of the Board of Directors of Puig, Mango and Fluidra.


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	MR. MICHAEL STEVEN LANGMAN Proprietary member		MR. BRIAN MCDONALD In dependent member


• Born in 1961, Steven Langman co-founded Rhône in 1996 and has been responsible for the day-to-day management of the firm since its incorporation. Rhône is an asset management company specializing in private equity. He is a member of the Executive Committee and Managing Director of Rhône. • Before founding Rhône, Mr. Langman was a Managing Director at Lazard Frères, where he specialized in mergers and acquisitions. Before joining Lazard Frères, Mr. Langman worked in the Mergers and Acquisitions Department of Goldman Sachs. He has over 30 years of experience in finance, analysis and investments in public and private companies. • Besides Fluidra, S.A., Mr. Langman currently sits on the board of directors of several companies in Rhône's investment portfolio, including Freddy’s, Saks Global (formerly called Hudson's Bay Company) Lummus Technology LLC., Vista Global Holdings and Wellbore Integrity Solutions LLC. • He graduated with honors from the University of North Carolina at Chapel Hill and holds a master's degree from the London School of Economics.		• Born in 1963, Brian McDonald served as CEO of RGIS from 2014 to 2017. At the time, RGIS was the world's leading inventory management company, a $680 million business with 53,000 associates located in 30 countries around the world. • Before working at RGIS, Brain was Executive Vice-President and Director of Operations at Tyco International, where he had overall responsibility for the Fire and Security Installation and Services Division worth $7.8 billion. Brian was with Tyco for more than 10 years in a variety of roles including Director of Sales, Vice- President of Field Operations, Vice-President of Southern Operations and Managing Director of ADT UK/Ireland. • Prior to Tyco, Brian held various executive roles with the UTC Power and Otis Elevator units of United Technologies. • Since January 2018, he has been a director at BLM Advisors LLC. In addition, since September 2022 he has been a member of the Board of Directors of Modigent LLC, a US company that provides mechanical, electrical and HVAC services throughout much of the country. • He holds a Bachelor of Science Degree in Physics from the United States Naval Academy and a Master’s Degree in Business Administration in Operations from the Darden Graduate School at the University of Virginia. Upon graduation from the Naval Academy, Brian served for five years as a Lieutenant and Division Officer aboard a US Navy aircraft carrier, overseeing its nuclear systems. He is trustee of the US Naval Academy Athletics and Scholarship Foundation.

5.2 Number of meetings

and attendance

Fluidra’s Appointments and Remuneration Committee held 6

meetings in the financial year 2025.

All members attended to 100% of the meetings of the ARC

during the period in which they have been members.


Members	Attendance
Ms. Esther Berrozpe Galindo	6/6
Mr. Jorge Constans Fernández	6/6
Mr. Michael Steven Langman	6/6
Mr. Brian McDonald	6/6
Mr. Bernardo Corberá Serra	6/6

5.3 The main activities

related to remuneration

carried out by the

committee

In the financial year 2025 and up to the date this Report was

approved, the most relevant actions carried out by Fluidra’s ARC

related to remuneration were as follows (in accordance with the

Board of Directors’ and ARC’s Regulations):

ACTIVITIES

Q1 2025

• 2024 Annual Variable Remuneration: assessment of the

achievement level of the objectives and proposal for the

payout level for the Executive Directors, the management

team and the Global internal audit & compliance director to

be submitted to the Board of Directors for its approval.


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• 2022-2024 LTI cycle: assessment of the achievement level of

the objectives and proposal for the payout level for the

Executive Directors, the management team and the Global

internal audit & compliance director to be submitted to the

Board of Directors for its approval.

• 2025 Base salary: assessment of the salary review for the

Executive Directors, the management team and the Global

internal audit & compliance director for 2025, based on the

Company’s situation, performance outcomes and the

benchmarking to be submitted to the Board of Directors for

its approval.

• 2025 Annual Variable Remuneration: proposal for the

metrics, weightings and targets for the Executive Directors,

the management team and the Global internal audit &

compliance director.

• 2025-2029 Long-Term Incentive Plan: proposal of the main

elements of design (maximum number of shares, metrics,

weightings and objectives) to be submitted to the Board of

Directors for its approval to then be submitted to 2025 GSM.

• 2024 Annual Report on the Remuneration of Directors:

proposal to be submitted to the Board of Directors for its

approval to then be submitted to the 2025 GSM (advisory vote).

• 2026-2028 Directors’ Remuneration Policy: proposal to be

submitted to the Board of Directors for its approval to then be

submitted to 2025 GSM.

Q2 2025

• 2025-2027 LTIP cycle: assessment of the list of beneficiaries,

grant levels, metrics, weightings and objectives to be

submitted to the Board of Directors for its approval.

• Monitoring and analysis of the voting results of the GSM

related to the remuneration.

Q3 2025

• 2023-2025 and 2024-2026 LTI cycles: monitoring the

achievement levels of the objectives.

• Annual Variable Remuneration: assess the redesign aimed at

strengthening pay‑for‑performance, to build a culture that

rewards excellence, differentiates remuneration based on

performance, and promotes accountability and high

performance.

Q4 2025 and Q1 2026

• Engagement process with proxy advisors and several

institutional investors: analysis of their feedback.

• 2025 Annual Variable Remuneration: assessment of the

achievement level of the objectives and proposal for the

payout level for the Executive Directors, the management

team and the Global internal audit & compliance director to

be submitted to the Board of Directors for its approval.

• 2023-2025 LTI cycle: assessment of the achievement level of

the objectives and proposal for the payout level for the

Executive Directors, the management team and the Global

internal audit & compliance director to be submitted to the

Board of Directors for its approval.

• 2026 Annual Variable Remuneration: proposal for the

metrics, weightings and objectives for the Executive Directors

and the management team.

• 2026-2028 LTI cycle: assessment of the list of beneficiaries,

grant levels, metrics, weightings and objectives to be

submitted to the Board of Directors for its approval.

• 2025 Annual Report on the Remuneration of Directors:

proposal to be submitted to the Board of Directors for its

approval to then be submitted to 2026 GSM (advisory vote).


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6. PROCEDURE AND BODIES INVOLVED

IN THE REMUNERATION POLICY

6.1 Procedures and bodies involved

The Company’s procedures and the competent bodies for

determining, approving and reviewing the Remuneration Policy

and its terms and conditions are described below.


Appointments and Remuneration Committee (ARC)	Board of Directors	General Shareholders’ Meeting (GSM)
Determining the Policy and its remuneration components
• Proposes to the Board the Directors’ Remuneration Policy, including the mandatory report on it. • Proposes to the Board the maximum annual remuneration for Directors in their capacity as such. • Proposes to the Board the individual allocation. • Proposes to the Board the Executive Directors’ remuneration, along with the terms and conditions of their contract.	• Approves the Policy and submits it to the AGM for a vote. • Proposes to the GSM the maximum annual amount to be paid to Directors in their capacity as such. • Determines the individual allocation. • Sets the Executive Directors’ remuneration, along with the terms and conditions of their contract.	• Approves the Remuneration Policy at least every three years. • Approves any modification or replacement of the Policy. • Approves the maximum annual remuneration for all Directors in their capacity as such. • Approves the remuneration systems for Executive Directors.

Application of the Policy
• Proposes the base salary for Executive Directors and its annual variation. • Proposes the parameters for setting the variable components and evaluates them for payment purposes. • Proposes, if needed, the application of malus or clawback clauses.	• Evaluates and, where appropriate, approves the proposals made by the ARC on implementation of the Policy.

Review of the Policy
• Verifies compliance with the Policy and regularly reviews its implementation. • Ensures that individual remuneration is proportionate.

Transparency of the Policy
• Promotes transparency over remuneration and the inclusion of information on the Annual Report on the Remuneration of Directors. • Submits the Annual Report on the Remuneration of Directors to the Board of Directors for approval. • Verifies the information on Directors’ remuneration contained in corporate documents.	• Approves the Annual Report on the Remuneration of Directors to be submitted to the Shareholders’ Meeting for consultation purposes.	• Approves (advisory vote) the Annual Report on the Remuneration of Directors.


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6.2 External advisors

involved in the drafting

of the policy and other

company bodies involved in

design and implementation

of the policy

According to the Board of Directors’ Regulations, the Directors

of the Board and members of its Committees may request

external advice on any matters they deem necessary to better

perform their duties.

In this respect, the ARC received advice from Towers Watson

(WTW) on:

(i) the design of the 2026 Remuneration Policy, including the

development of benchmark analyses; (ii) the design of the

2026-2028 LTI cycle, including the incorporation of the relative

TSR and the definition of the peer groups; and (iii) the drafting of

this Report.

The ARC has also received advice from Garrigues in connection

with the preparation of this Report and the implementation of

the LTI Plan.

In addition, it has been supported by Sodali in the engagement

process with institutional investors and proxy advisors, as well

as in incorporating their feedback into this Report.


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7. CONSISTENCY WITH THE COMPANY’S

STRATEGY, INTERESTS AND SUSTAINABILITY

IN THE LONG-TERM

I. Measures adopted to adapt the

Remuneration Policy to the long-term

targets, values and interests of the Company,

and measures to guarantee that the long-

term results of the company are taken into

account in the Remuneration Policy

The Remuneration Policy has the following features that, within

the Company's internal policies and principles, contributes to its

business strategy and interests and long-term sustainability:

• Variable remuneration is tied to the achievement of financial,

value-creation, and non-financial objectives, including

sustainability goals aligned with corporate interests, the

Company’s strategic plan, and long-term sustainability.

◦ Annual variable remuneration is aligned with the

achievement of objectives linked to Fluidra’s annual budget,

so that variations in the Company’s performance have a

direct influence on the annual variable remuneration and,

therefore, on the remuneration of directors with executive

functions. The annual variable remuneration linked to the

achievement of financial and non-financial objectives is

arranged with a view to the medium- and long-term that

drives long-term performance in strategic terms, in addition

to the achievement of short-term results, based on the

current situation and the prospects and objectives for

Fluidra's sustainable growth.

◦ Medium and long-term incentives are linked to strategic

plans of at least three years, which fosters the creation of

sustainable value for the Group

◦ Targets must be challenging and are reviewed periodically,

considering the economic environment, the strategic plan,

and stakeholder expectations.

• Long-term incentives are granted and delivered in shares,

aligning Executive Directors’ interests with those of

shareholders. Beneficiaries are required to retain the net

shares received for three years from the acquisition date, until

they hold a number of shares equivalent to two times their

base salary.

II. Measures adopted relating to the

remuneration system to reduce exposure to

excessive risks and avoid conflicts of interest

and clauses reducing the deferred

remuneration or obliging the director to

return remuneration received

• Total remuneration consists of three components: a fixed

remuneration, an annual variable remuneration, and a long-

term incentive plan. This remuneration system reflects an

efficient relationship between fixed components and variable

annual or multi-year components.

• There is no guaranteed variable remuneration; if minimum

performance thresholds are not met, no payment will be made.

• Variable remuneration is capped.

• Long-term incentives are subject to clawback and malus

provisions, allowing the Company to reclaim incentives under

certain circumstances.

• The ARC is responsible for considering and reviewing the

Directors’ and senior managers’ Remuneration Policy, in order

to ensure that it is consistent with the Company's particular

circumstances and aligned with its strategy and market

conditions. Those professionals whose activity may have a

relevant impact on the Company’s risk profile are included in

this group, due to their decision-making authority in

management matters.

• The ARC is also responsible for verifying that this

Remuneration Policy is properly applied, and ensuring that

the individual remuneration of each senior manager is

proportionate to that of the other members of their group. In

addition, the ARC is tasked with conducting regular reviews of

the terms and conditions of executive directors' and senior

managers' contracts and ensuring that they are consistent

with the remuneration policies in force.

• Two members of the ARC also sit on the Audit and

Sustainability Committee. This latter is responsible for

overseeing enterprise risk management systems in respect of

financial and nonfinancial risks. The presence of the same

directors on both committees and the reporting to the Board

of Directors by the Chairs of the ARC and the Audit and

Sustainability Committees on the main matters discussed at

their respective meetings, ensures that risks associated to

remuneration are considered in the course of the debates of

the ARC and of the Audit and Sustainability Committee and in


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Contents

the proposals they submit to the Board of Directors, regarding

both the determination and the evaluation of annual and

multi-year incentives.

III. Measures taken by the Company to avoid

potential conflicts of interest

The measures intended to avoid conflicts of interest, as set forth

in the Board Regulations, the directors agree:

• To report the existence of conflicts of interest to the Board of

Directors.

• Not to directly or indirectly perform professional or

commercial transactions with the Company unless authorized

by the Company in the terms envisaged in the law, the Bylaws

and the Board Regulations.

• Refraining from using the name of the Company or flaunting

their status as directors to carry out transactions on their own

behalf or on behalf of persons related to them.

• To adopt the necessary measures to avoid situations in which

their interests, for their own account or for the account of

others, may conflict with the corporate interest and with their

duties to the Company.


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APPENDICES

Appendix I – Details of the

in-flight long-term

incentive plan

This Appendix I includes the details of the in-flight cycles,

specifically, the third 2024-2026 cycle of the 2022-2026 LTI Plan

approved by the GSM of 5 May 2022 and the first 2025-2027

cycle of the 2025-2027 LTI Plan approved by the GSM of 7 May

2025. The second 2026-2028 cycle has been detailed in the

previous sections.


2022-2026 LTI: 2024-2026 cycle


Opportunity (amounts per LTI cycle)	• Executive Chairman. Target: 66,811 PSUs \| Maximum: 114,915 PSUs (172% of target). • CEO: Target: 195,734 PSUs \| Maximum: 336,662 PSUs (172% of target). After joining the Fluidra Group in 2024 as an employee, Mr. Jaime Ramírez was made a beneficiary of just the third cycle of the 2022-2026 Plan, whereby he was allocated 195,734 units at target, which he continues to hold under the same conditions, following his appointment as CEO. The number of units allocated to him in the third cycle was calculated on a pro rata basis in respect of the number of units that would have fallen to him for the three cycles of the 2022-2026 Plan, given the time that has elapsed since the date he joined the Fluidra Group until the end date of the 2022-2026 Plan. As a result, the grant level for this cycle is equivalent to 450% of his base salary (350% on annualised terms). • Former CEO and current Proprietary Director, Mr. Bruce W. Brooks. Maximum: 26,724 PSUs. The number of PSUs granted was adjusted proportionally to reflect the time elapsed from the start of the cycle until 31 December 2024, marking the end of the CEO handover period.

Performance metrics				Threshold		Target		Maximum
	Type of objectives	Weighting	Metrics	Performance	Pay level	Performance	Pay level	Performance	Pay level
	Value creation	50%	Absolute TSR¹	59%	0%	100%	100%	≥141%	180%
	Economic- financial	40%	EBITDA of the Fluidra Group for 2026	90%	0%	100%	100%	≥105%	180%
	Sustainability	10%	S&P ESG rating for 2026	<100%	0%	100%	100%	100%	100%
	Total weighted payout level (% of target)				0%		100%		172%
	1 The initial value considered for the purpose of measuring the evolution of the TSR is the weighted average listed price of the Fluidra share at the close of trading for the trading sessions taking place on the thirty (30) days preceding 1 January 2024, i.e. €18.71. The final value will be the weighted average listed price of the Fluidra share at the close of the trading sessions taking place on the thirty (30) days preceding 31 December 2026 (inclusive). Intermediate levels are calculated by linear interpolation for value creation and economic-financial metrics.

Operation	• The operation of this third 2024-2026 cycle of the 2022-2026 Plan follows the structure disclosed in Section 4 for the 2023-2025 cycle. It can also be found on the Remuneration Policy and the 2023 Annual Report of Remuneration of Directors. We refer to this to avoid repetition.


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2025-2029 LTI: 2025-2027 cycle


Opportunity (amounts per LTI cycle)	• Executive Chairman. Target: 51,590 PSUs \| Maximum: 88,735 PSUs (172% of target). • CEO: Target: 105,395 PSUs \| Maximum: 181,279 PSUs (172% of target).

Performance metrics				Threshold		Target		Maximum
	Type of objectives	Weighting	Metrics	Performance	Pay level	Performance	Pay level	Performance	Pay level
	Value creation	50%	Absolute TSR¹	59%	50%	100%	100%	≥125%	180%
	Economic- financial	40%	EBITDA of the Fluidra Group for 2027	90%	50%	100%	100%	≥105%	180%
	Sustainability	10%	S&P ESG rating for 2027	<100%	0%	100%	100%	100%	100%
	Total				0%		100%		172%
	1 The initial value considered for the purpose of measuring the evolution of the TSR is the weighted average listed price of the Fluidra share at the close of trading for the trading sessions taking place on the thirty (30) days preceding 1 January 2025, i.e. €24.71. The final value will be the weighted average listed price of the Fluidra share at the close of the trading sessions taking place on the thirty (30) days preceding 31 December 2027 (inclusive). Intermediate levels are calculated by linear interpolation for value creation and economic-financial metrics.

Operation	• The operation of this first cycle of the 2025-2029 Plan follows the structure disclosed in Section 3 for the 2026-2028 cycle. It can also be found on the Remuneration Policy and the 2024 Annual Report of Remuneration of Directors. We refer to this to avoid repetition.



Mr. Eloy Planes Corts		Mr. Jaime Ramírez Alzate

Ms. Esther Berrozpe Galindo		Ms. Barbara Borra

Mr. Bruce Walker Brooks		Mr. Jorge Valentín Constans Fernández

Ms. María del Carmen Gañet Cirera		Ms. Mercedes Grau Monjo

Ms. Aedhmar Hynes		Mr. Brian McDonald

Mr. Manuel Puig Rocha		Ms. Allison Steiner

Ms. Olatz Urroz García		Mr. José Manuel Vargas Gómez