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Almirall S.A.

Annual / Quarterly Financial Statement Feb 24, 2025

1785_10-k_2025-02-24_244b4d37-3046-4ddd-a5df-42fb318a7211.pdf

Annual / Quarterly Financial Statement

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This document contains the following elements:

  • 1. Auditor Report (English translation)
  • 2. Consolidated Financial Statements (English translation)
  • 3. Consolidated Directors' Report (English translation)
  • 4. Informe de verificación independiente del EINF (English translation)
  • 5. Statement of Non-Financial Information (English translation)
  • 6. Corporate Governance Annual Report (English translation)
  • 7. Annual Remuneration Report (English translation)
  • 8. Informe del auditor sobre SCIIF (Spanish only)

All those documents are available in the Spanish version of the accounts reported to the CNMV.

Translation of documents originally issued in Spanish. In the event of discrepancy, the Spanishlanguage version prevails

Auditor's Report on Almirall, S.A. and subsidiaries

(Together with the consolidated annual accounts and consolidated directors' report of Almirall, S.A. and subsidiaries for the year ended 31 December 2024)

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

KPMG Auditores, S.L. Torre Realia Plaça d'Europa, 41-43 08908 L'Hospitalet de Llobregat (Barcelona)

Independent Auditor's Report on the Consolidated Annual Accounts

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) To the Shareholders of Almirall, S.A.

REPORT ON THE CONSOLIDATED ANNUAL ACCOUNTS

Opinion __________________________________________________________________

We have audited the consolidated annual accounts of Almirall, S.A. (the "Parent") and subsidiaries (together the "Group"), which comprise the consolidated balance sheet at 31 December 2024, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and consolidated notes.

In our opinion, the accompanying consolidated annual accounts give a true and fair view, in all material respects, of the consolidated equity and consolidated financial position of the Group at 31 December 2024 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and other provisions of the financial reporting framework applicable in Spain.

Basis for Opinion _________________________________________________________

We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Accounts section of our report.

We are independent of the Group in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the consolidated annual accounts pursuant to the legislation regulating the audit of accounts in Spain. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KPMG Auditores S.L., a limited liability Spanish company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

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

Key Audit Matters ________________________________________________________

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated annual accounts of the current period. These matters were addressed in the context of our audit of the consolidated annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Recoverable amount of goodwill and intangible assets See notes 5d), 8 and 9 to the consolidated annual accounts

Key audit matter How the matter was addressed in our audit
As indicated in notes 8 and 9 to the accompanying
consolidated annual accounts, at 31 December 2024
the Group has goodwill and intangible assets with a
carrying amount of Euros 316 million and Euros 937
million, respectively.
The Group calculates the recoverable amount of
goodwill and in-process intangible assets annually
and assesses the existence of indications of
impairment of intangible assets subject to
amortisation, for the purposes of determining, where
applicable, their recoverable amount. As a result of
this analysis, in 2024 the Group recognised net
impairment of Euros 10 million on intangible assets
associated with the cash-generating unit "Allergan
portfolio".
The Group estimates the recoverable amount of
these assets by applying valuation techniques that
require a high degree of judgement by the Parent's
management and Directors, and the use of
estimates that include relevant assumptions subject
to uncertainty.
Due to the significance of the carrying amount of the
intangible assets and goodwill, the high degree of
judgement and the uncertainty associated with
estimating the recoverable amount of these assets,
we have considered this to be a key audit matter.
Our audit procedures included the following:

Assessing the design and implementation of
certain key controls linked to the process of
estimating the recoverable amount of goodwill
and intangible assets.

Assessing the reasonableness of the
methodology used to calculate the recoverable
amount of goodwill and intangible assets, and
the key assumptions used, with the involvement
of our valuation specialists.

Evaluating the sensitivity of the estimated
recoverable amount to reasonably possible
changes in the key assumptions identified.

Evaluating the Group's capacity to calculate the
cash flow projections, comparing historical
forecasts of results with the actual results
obtained and the business plans approved by
Group management.
We also assessed whether the disclosures in the
consolidated annual accounts meet the requirements
of the financial reporting framework applicable to the
Group.

Recoverability of deferred tax assets See note 23 to the consolidated annual accounts

Key audit matter How the matter was addressed in our audit
As indicated in note 23 to the accompanying
consolidated annual accounts, at 31 December 2024
the Group has recognised deferred tax assets for a
total of Euros 189 million, which primarily correspond
to available deductions generated for research and
development and unused tax loss carryforwards to
be applied to corporate income tax by the Spanish
tax group.
Our audit procedures included the following:

Assessing the design and implementation of
certain key controls linked to the process of
recognising and measuring deferred tax assets.

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

Recoverability of deferred tax assets
See note 23 to the consolidated annual accounts
How the matter was addressed in our audit
Assessing the reasonableness of the criteria and
the main assumptions considered by the
Spanish tax group in estimating the future
taxable profits necessary for offset.
Assessing the reasonableness of the amounts
to be offset in the estimated period of time, in
accordance with applicable tax legislation.
Analysing the consistency of forecast results
which served as a basis for analysing the
recoverability of the deferred tax assets with the
business plan approved by Group management.
We also assessed whether the disclosures in the
consolidated annual accounts meet the requirements
of the financial reporting framework applicable to the

Other Information: Consolidated Directors' Report__________________________

Other information solely comprises the 2024 consolidated directors' report, the preparation of which is the responsibility of the Parent's Directors and which does not form an integral part of the consolidated annual accounts.

Our audit opinion on the consolidated annual accounts does not encompass the consolidated directors' report. Our responsibility regarding the information contained in the consolidated directors' report is defined in the legislation regulating the audit of accounts, as follows:

  • a) Determine, solely, whether the consolidated non-financial information statement and certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, as specified in the Spanish Audit Law, have been provided in the manner stipulated in the applicable legislation, and if not, to report on this matter.
  • b) Assess and report on the consistency of the rest of the information included in the consolidated directors' report with the consolidated annual accounts, based on knowledge of the Group obtained during the audit of the aforementioned consolidated annual accounts. Also, assess and report on whether the content and presentation of this part of the consolidated directors' report are in accordance with applicable legislation. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them.

Based on the work carried out, as described above, we have observed that the information mentioned in section a) above has been provided in the manner stipulated in the applicable legislation, that the rest of the information contained in the consolidated directors' report is consistent with that disclosed in the consolidated annual accounts for 2024, and that the content and presentation of the report are in accordance with applicable legislation.

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

Directors' and Audit Committee's Responsibility for the Consolidated Annual Accounts_________________________________________________________________

The Parent's Directors are responsible for the preparation of the accompanying consolidated annual accounts in such a way that they give a true and fair view of the consolidated equity, consolidated financial position and consolidated financial performance of the Group in accordance with IFRS-EU and other provisions of the financial reporting framework applicable to the Group in Spain, and for such internal control as they determine is necessary to enable the preparation of consolidated annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated annual accounts, the Parent's Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

The Parent's audit committee is responsible for overseeing the preparation and presentation of the consolidated annual accounts.

Auditor's Responsibilities for the Audit of the Consolidated Annual Accounts_

Our objectives are to obtain reasonable assurance about whether the consolidated annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual accounts.

As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent's Directors.

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

  • Conclude on the appropriateness of the Parent's Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated annual accounts, including the disclosures, and whether the consolidated annual accounts represent the underlying transactions and events in a manner that achieves a true and fair view.
  • Plan and execute the audit of the Group to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units of the Group as the basis to form an opinion on the consolidated annual accounts. We are responsible for the direction, supervision and review of the work performed for the Group audit. We remain solely responsible for our audit opinion.

We communicate with the audit committee of the Parent regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Parent's audit committee with a statement that we have complied with the ethical requirements regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, safeguarding measures adopted to eliminate or reduce the threat.

From the matters communicated to the audit committee of the Parent, we determine those that were of most significance in the audit of the consolidated annual accounts of the current period and which are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

European Single Electronic Format ________________________________________

We have examined the digital files of Almirall, S.A. and its subsidiaries for 2024 in European Single Electronic Format (ESEF), which comprise the XHTML file that includes the consolidated annual accounts for the aforementioned year and the XBRL files tagged by the Company, which will form part of the annual financial report.

The Directors of Almirall, S.A. are responsible for the presentation of the 2024 annual financial report in accordance with the format and mark-up requirements stipulated in Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (hereinafter the "ESEF Regulation").

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

Our responsibility consists of examining the digital files prepared by the Directors of the Parent, in accordance with prevailing legislation regulating the audit of accounts in Spain. This legislation requires that we plan and perform our audit procedures to determine whether the content of the consolidated annual accounts included in the aforementioned digital files fully corresponds to the consolidated annual accounts we have audited, and whether the consolidated annual accounts and the aforementioned files have been formatted and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation.

In our opinion, the digital files examined fully correspond to the audited consolidated annual accounts, and these are presented and marked up, in all material respects, in accordance with the requirements of the ESEF Regulation.

Additional Report to the Audit Committee of the Parent ____________________

The opinion expressed in this report is consistent with our additional report to the Parent's audit committee dated 21 February 2025.

Contract Period __________________________________________________________

We were appointed as auditor of the Group by the shareholders at the ordinary general meeting on 10 May 2024 for a period of three years, from the year ended 31 December 2024.

Previously, we had been appointed for a period of three years, by consensus of the shareholders at their ordinary general meeting and have been auditing the annual accounts since the year ended 31 December 2021.

KPMG Auditores, S.L. On the Spanish Official Register of Auditors ("ROAC") with No. S0702

(Signed on original in Spanish)

This report corresponds to stamp number 20/25/00614 issued by the Catalan Institute of Registered Auditors (Col.legi de Censors Jurats de Comptes de Catalunya).

Juan Ramón Aceytuno Mas

On the Spanish Official Register of Auditors ("ROAC") with No. 16084

21 February 2025

Consolidated Financial Statements for the year ending on 31 December 2024, prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union

(Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails)

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31

(Thousands of Euros)

ASSETS Note 31/12/2024 31/12/2023
Goodwill 8 315,966 315,966
Intangible assets 9 936,967 951,415
Right-of-use assets 10 43,586 43,016
Property, plant and equipment 11 153,790 141,287
Financial assets 12 16,350 22,878
Deferred tax assets 23 188,860 181,761
NON-CURRENT ASSETS 1,655,519 1,656,323
Stocks 14 171,783 167,528
Trade and other receivables 15 151,444 131,498
Current tax assets 23 21,632 15,536
Other current assets 18,987 16,010
Current financial investments 12 201 136
Cash and cash equivalents 13 377,097 387,954
CURRENT ASSETS 741,144 718,662
TOTAL ASSETS 2,396,663 2,374,985
LIABILITIES AND EQUITY Note 31/12/2024 31/12/2023
Subscribed capital 16 25,616 25,127
Share premium 16 581,874 545,866
Legal reserve 16 4,275 4,275
Other reserves 16 838,929 915,984
Valuation adjustments and other adjustments 16 (31,867) (33,205)
Translation differences 16 59,408 43,827
Profit (loss) for the year 10,147 (38,474)
EQUITY 1,488,382 1,463,400
Deferred income 17 4,485 -
Financial liabilities 18 332,993 341,851
Non-current liabilities from leasing 10 37,521 37,605
Deferred tax liabilities 23 64,992 71,920
Retirement benefit obligations 20 58,581 60,481
Provisions 21 8,447 9,491
Other non-current liabilities 19 47,838 39,162
NON-CURRENT LIABILITIES 554,857 560,510
Financial liabilities 18 14,373 13,968
Current liabilities for leasing 10 7,061 6,206
Trade payables 19 186,525 181,354
Current tax liabilities 23 42,511 29,044
Other current liabilities 19 102,954 120,503
CURRENT LIABILITIES 353,424 351,075
TOTAL LIABILITIES AND EQUITY 2,396,663 2,374,985

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDING ON DECEMBER 31

(Thousands of Euros)

Note Fiscal year
2024
Fiscal year
2023
Net turnover 22 985,721 894,516
Other Income 22 4,906 4,271
Operating income 990,627 898,787
Work carried out on fixed assets 9 20,354 9,016
Supplies 22 (238,395) (221,495)
Staff costs 22 (234,931) (208,801)
Depreciation 9, 10 & 11 (139,084) (124,316)
Net change in valuation adjustments 22 (695) (2,597)
Other operating expenses 22 (348,265) (307,185)
Net gains (losses) on disposal of assets 22 (3,494) (1,343)
Impairment losses on property, plant and equipment, intangible assets and
goodwill 9 & 22 (10,031) (47,330)
Operating profit 36,086 (5,264)
Financial income 22 7,652 5,585
Financial expenses 22 (15,658) (14,647)
Exchange rate differences 22 (1,105) (1,321)
Valuation gain on financial instruments 18 & 22 (477) (1,544)
Financial result (9,588) (11,927)
Earnings before tax 26,498 (17,191)
Corporate income tax 23 (16,351) (21,283)
Net profit for the year attributable to the Parent Company 10,147 (38,474)
Earnings / (Loss) per Share (Euros): 26
A) Basic 0.05 (0.18)
B) Diluted 0.05 (0.18)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDING ON DECEMBER 31

(Thousands of Euros)

Fiscal year
2024
Fiscal year
2023
Note
Profit (loss) for the year 10,147 (38,474)
Other comprehensive income:
Items not to be reclassified to income
Retirement benefit obligations 20 1,606 (6,347)
Income tax on items that will not be reclassified 23 (268) 1,777
Others - -
Total items not to be reclassified to income 1,338 (4,570)
Items that can be reclassified subsequently to profit or loss
Other changes in value - -
Foreign currency translation differences 16 15,581 (7,699)
Total items that can be reclassified subsequently to profit or loss 15,581 (7,699)
Other comprehensive income for the fiscal year, net of tax 16,919 (12,269)
Total comprehensive income for the year 27,066 (50,743)
Attributable to:
-
Owners of the parent company
27,066 (50,743)
-
Non-controlling interests
- -
Total comprehensive income attributable to owners of the parent company derived from:
-
Continuing operations
27,066 (50,743)
-
Discontinued operations
- -

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDING ON DECEMBER 31

(Thousands of Euros)

Other reserves Other comprehensive
income
Note Subscribed
capital
Share
premium
Legal
reserve
Other
reserves of
the Parent
Company
Treasury
shares of the
Parent
Company
Consolidated
reserves
Valuation
adjustments
to equity
Translation
differences
Profit
attributable to
the Parent
Company
Equity
Balance as at 01 January 2023 16 21,782 317,315 4,275 955,022 (2,552) (4,299) (28,635) 51,526 4,281 1,318,715
Distribution of profits - - - (57,667) - 61,948 - - (4,281) -
Capital increase 16 2,927 197,073 - - - - - - - 200,000
Capital increase costs 16 - - - (1,674) - - - - - (1,674)
Dividends 25 418 31,478 - (34,488) - - - - - (2,592)
Treasury shares of the Parent Company 16 - - - - (306) - - - - (306)
Total comprehensive income for the year - - - - - - (4,570) (7,699) (38,474) (50,743)
Balance as at 31 December 2023 16 25,127 545,866 4,275 861,193 (2,858) 57,649 (33,205) 43,827 (38,474) 1,463,400
Other reserves Other comprehensive
income
Note Subscribed
capital
Share
premium
Legal
reserve
Other
reserves of
the Parent
Company
Treasury
shares of the
Parent
Company
Consolidated
reserves
Valuation
adjustments
to equity
Translation
differences
Profit
attributable to
the Parent
Company
Equity
Balance as at
01 January 2024
16 25,127 545,866 4,275 861,193 (2,858) 57,649 (33,205) 43,827 (38,474) 1,463,400
Distribution of profits - - - (60,154) - 21,680 - - 38,474 -
Dividends 25 489 36,008 - (39,785) - - - - - (3,288)
Treasury shares of the Parent Company 16 - - - 1,127 77 - - - - 1,204
Total comprehensive income for the year - - - - - - 1,338 15,581 10,147 27,066
Balance as at 31 December 2024 16 25,616 581,874 4,275 762,381 (2,781) 79,329 (31,867) 59,408 10,147 1,488,382

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDING ON DECEMBER 31

(Thousands of Euros)

Note Fiscal year
2024
Fiscal year
2023
Cash Flow
Earnings before tax 26,498 (17,191)
Depreciation 9, 10 & 11 139,084 124,316
Valuation adjustments for impairment 9 & 22 10,031 47,330
Net gains (losses) on disposal of assets 22 3,494 1,343
Financial income 22 (7,652) (5,585)
Financial expenses 22 15,658 14,647
Exchange rate differences 22 1,105 1,321
Changes in fair value of financial instruments 18 & 22 477 1,544
Allocation of deferred income 17 (2,938) -
Change in fair value of Covis Pharma financial assets 12 & 22 (2) (2,994)
185,755 164,731
Adjustments for changes in working capital:
Change in stocks 14 (3,531) (37,120)
Change in trade and other receivables 15 (4,722) (3,146)
Change in trade payables 19 1,046 (9,392)
Change in other current assets (3,110) (4,313)
Change in other current liabilities 10,391 (2,062)
Adjustments for changes in other non-current items:
Other non-current assets and liabilities (877) (1,646)
(803) (57,679)
Cash flow from taxes: (24,185) (13,567)
Net cash flows from operating activities (I) 160,767 93,485
Cash flow from investment activities
Interest receivable 6,823 5,123
Investments:
Intangible assets 9 & 19 (131,596) (125,805)
Property, plant and equipment 11 (29,835) (33,499)
Financial assets 12 (237) (818)
Divestments:
Receivables linked to the contract with Covis/AstraZeneca 12 13,152 31,801
Other non-current assets 1,653 639
Net cash flows from investment activities (II) (140,040) (122,559)
Cash flow from financing activities
Interest payable 18 (10,537) (10,214)
Equity instruments:
Capital increase 16 - 197,767
Dividends paid 25 (3,288) (2,592)
Acquisition/Disposal of own equity instruments 16 539 157
Financial instruments:
Repayment of debts with credit institutions 18 (10,000) (10,000)
Finance lease payments 10 (8,582) (6,913)
Others 284 -
Net cash flows from financing activities (III) (31,584) 168,205
Net change in cash and cash equivalents (I+II+III) (10,857) 139,131
Cash and cash equivalents at the start of the fiscal year 387,954 248,823
Cash and cash equivalents at the end of the fiscal year 377,097 387,954

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

1. Activity of the Group

Almirall, S.A. is the Parent Company of a Group of companies (hereinafter, the Almirall Group), which is made up of the subsidiaries listed in the Appendix attached to these annual financial statements, the corporate purpose of which consists basically of the purchase, manufacture, storage, marketing, and mediation in the sale of pharmaceutical specialities and products, as well as of all types of raw materials used in the preparation of such pharmaceutical specialities and products.

Accordingly, the Parent Company's corporate purpose also includes:

  • The purchase, manufacture, storage, marketing, and mediation in the sale of cosmetics and of chemical, biotechnological and diagnostic products for human, veterinary, agrochemical and food use, as well as of all kinds of instruments, complements and accessories for the chemical, pharmaceutical and clinical industry.
  • Research on active chemical and pharmaceutical ingredients and products.
  • The purchase, sale, rental, subdivision, and development of plots, land and estates of any nature, with the option of choosing to construct or dispose of these, in full, in part, or under the horizontal property regime.
  • The provision of prevention services for the undertakings and companies participating in the company pursuant to Art. 15 of Royal Decree 39/1997, of 17 January, which establishes the Prevention Services Regulations, and implementing regulations. This activity may be regulated and carried out jointly for related and participating companies pursuant to Art. 21 of the aforementioned legal text. It is expressly stated that, according to the law, this activity does not require administrative authorisation. This activity may be subcontracted to other specialised entities pursuant to Art. 15 of Royal Decree 39/1997.
  • To direct and manage the Company's participation in the share capital of other entities through the appropriate organisation of human and material resources.

Pursuant to the Parent Company's articles of association, the aforementioned corporate purpose may be pursued, in whole or in part, directly by the Parent Company itself or indirectly through shareholding or equity interests, or any other rights or interests in companies or other types of entities, with or without legal personality, with registered office in Spain or abroad, which engage in activities identical or similar to those included in the corporate purpose of the Parent Company.

Almirall, S.A. is a public limited company listed on the Spanish Stock Exchanges and included in the Spanish continuous market (SIBE). Its registered office is located at Ronda General Mitre, 151, Barcelona (Spain). Its headquarters is located at the same address (Ronda General Mitre, 151).

2. Basic principles of presentation of the consolidated financial statements and principles of consolidation

a) Financial reporting regulatory framework applicable to the Group

The consolidated financial statements of the Almirall Group for the year ending on 31 December 2024, which have been obtained from the accounting records kept by the Parent Company and by the other entities comprising the Group, were prepared by the Parent Company's Administrators on 21 February 2025.

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, taking into consideration all mandatory accounting principles and rules and valuation criteria, as well as the Spanish Code of Commerce, the Spanish Capital Companies Act and all other applicable commercial legislation, so that they give a true and fair view of the equity and financial position of the Almirall Group on 31 December 2024 and of the results of its operations, of the changes in consolidated equity and of the changes in other consolidated comprehensive income and of the consolidated cash flows that have taken place in the Group in the fiscal year ending on that date.

The consolidated financial statements have been prepared using the historical cost method, modified with respect to the recording of financial instruments at fair value, as required by the accounting regulations.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

However, since the accounting principles and valuation criteria applied in the preparation of the Group's consolidated financial statements for 2024 may differ from those used by some of the Group companies, the necessary adjustments and reclassifications have been made in the consolidation process in order to standardise such principles and criteria and to bring them into line with International Financial Reporting Standards (IFRS).

The Group's consolidated financial statements for 2023 were approved by the Parent Company's General Shareholders' Meeting held on 10 May 2024. These consolidated financial statements of the Group for fiscal year 2024 are pending approval by the Parent Company's General Shareholders' Meeting. Nevertheless, the Parent Company's Board of Directors expects that they will be approved without any changes.

b) Adoption of International Financial Reporting Standards

The consolidated financial statements of the Almirall Group for the year ending on 31 December 2005 were the first to be prepared in accordance with International Financial Reporting Standards established in Regulation (EU) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002. In Spain, the obligation to present consolidated financial statements under an EU-adopted IFRS basis was also regulated in Final Provision Eleven of Law 62/2003, of 30 December, on fiscal, administrative and social measures.

The main accounting policies and valuation standards adopted by the Almirall Group are presented in Note 5.

With respect to the application of IFRS, the main choices made by the Almirall Group are as follows:

  • To present the consolidated balance sheet by classifying its items as current and non-current.
  • To present the consolidated income statement by classifying its items by type.
  • To present the consolidated cash flow statement using the indirect method.
  • To present income and expenses in two separate statements: a consolidated income statement and a consolidated comprehensive income statement.

As detailed below, new accounting standards (IAS/IFRS) and interpretations (IFRIC) entered into force in 2024. Furthermore, as of the date of preparation of these consolidated financial statements, new accounting standards (IAS/IFRS) and interpretations (IFRIC) have been published and are expected to come into force for accounting periods beginning on or after 1 January 2025.

Standards, amendments and interpretations are mandatory for all fiscal years beginning on or after 1 January 2024:

  • Classification of Liabilities as Current or Non-current Amendment to IAS 1.
  • Lease Liability in a Sale and Leaseback Amendments to IFRS 16.
  • Supplier Finance Arrangements (Confirming) Amendments to IAS 7 and IFRS 7.
  • International Tax Reform Pillar Two Model Rules Amendments to IAS 12.

Standards, amendments and interpretations that have not yet entered into force but may be adopted in advance:

  • Absence of Convertibility Amendments to IAS 21, effective 1 January 2025.
  • Classification and Measurement of Financial Assets Amendments to IFRS 9 and IFRS 7, effective 1 January 2026.
  • IFRS 18 Presentation and Disclosure in Financial Statements, effective 1 January 2027.
  • IFRS 19 Subsidiaries without Public Accountability: Disclosures, effective 1 January 2027.
  • Sale or Contribution of Assets between an Investor and an Associate or Joint Venture Addenda to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures

As indicated above, the Group has not considered the early application of the Standards and interpretations detailed above and, in any case, the Group is analysing the impact that these new

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

standards/amendments/interpretations may have on the Group's consolidated financial statements, should they be adopted by the European Union.

c) Comparability of the information

There have been no significant changes in the composition of the Group that would significantly affect the comparability of the balance sheet figures as of 31 December 2024 with those as of 31 December 2023. The same is true of the comparability of the balance sheet figures in the consolidated income statement for the fiscal year ending on 31 December 2024 with those for the fiscal year ending on 31 December 2023.

d) Functional currency

These consolidated financial statements are presented in euros, since this is the currency of the main economic environment in which the Group operates. Other relevant currencies in the Group's operations are the US dollar, the pound sterling and the Swiss franc, among others (see Note 22).

e) Estimates

The consolidated income and the determination of consolidated equity are sensitive to the accounting principles and policies, valuation criteria, and estimates used by the Parent Company's Administrators in preparing the consolidated financial statements. In the consolidated financial statements for the fiscal year ending on 31 December 2024, estimates made by the Group's management and by the management of the consolidated entities were occasionally used and subsequently ratified by the Parent Company's Administrators in order to quantify certain assets, liabilities, income, expenses and obligations that are reported in the estimates. Basically, these estimates refer to:

  • Impairment losses on certain items from property, plant and equipment, intangible assets and goodwill arising from the non-recoverability of the carrying amount recorded for these assets (Notes 5-d), 7-b), 8 and 9).
  • The useful life of intangible assets and of the property, plant and equipment (Notes 5-b) and 5 c)).
  • The evaluation of the recoverability of deferred tax assets (Note 23).
  • The fair value of certain unquoted financial assets (Note 5-j) and 12).
  • Precise assumptions for determination of the actuarial liability for the retirement benefit obligations in coordination with an independent expert (Note 5-l)).

Although these estimates were made on the basis of the best information available on 31 December 2024 about the events analysed, events that take place in the future might make it necessary to change these estimates (upwards or downwards) in subsequent years, which, in accordance with IAS 8, would be done prospectively, recognising the effects of the change in estimate on the corresponding consolidated income.

3. Principles of consolidation and changes in the scope of consolidation

a) Principles of consolidation

The accompanying consolidated financial statements have been prepared from the accounting records of Almirall, S.A. and of the companies controlled by it. The financial statements of the latter are prepared by the administrators of each company.

The subsidiaries of the Almirall Group that are detailed in the Appendix have been included in the consolidation process.

Subsidiaries are all companies over which the Group has control. The Group controls an entity when it is exposed to, or has the right to variable returns from its involvement with the investee entity and has the ability to influence those returns through the power to direct the entity's relevant activities. Subsidiaries are consolidated from the date on which control is transferred to the Group. They cease to be consolidated starting from the date on which control ceases.

The criteria followed to determine the consolidation method applicable to each of the companies comprising the Almirall Group have been of full consolidation, since these are companies in which the direct or indirect shareholding is greater than 50% and over which the Group exercises effective control

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

due to the majority of votes in their representative and decision-making bodies. Consequently, all the significant balances and effects of transactions between consolidated companies have been eliminated in the consolidation process.

The consolidation of the results generated by the companies acquired in the course of a fiscal year is carried out by including only those results for the period between the date of acquisition and the end of that fiscal year. Simultaneously, the consolidation of the results generated by the companies disposed of in a fiscal year is carried out by including only those results for the period between the start of the fiscal year and the date of disposal.

When necessary, the financial statements of subsidiaries are adjusted so that the accounting policies used are consistent with those used by the Group's Parent Company.

When the Group ceases to have control, any retained interest in the entity is revalued at fair value on the date that control is lost, with the change in the carrying amount recognised in the income. The fair value is the initial carrying amount for the purposes of subsequent accounting of the interest retained as an associated company, joint venture or financial asset. In addition, any amount previously recognised in other comprehensive income for that entity is recognised as if the Group had directly sold the related assets or liabilities. This could mean that amounts previously recognised in other comprehensive income are reclassified to the consolidated income statement.

In addition, the accompanying consolidated financial statements do not include the tax effect that might arise as a result of including the income and reserves generated by the subsidiaries in the equity of the Parent Company, since, pursuant to IAS 12 and given that the Parent Company controls the subsidiaries, it is considered that no transfers of reserves will be made that give rise to additional taxation and, if applicable, would not be relevant.

A list of subsidiaries and information related to them are provided in the Appendix to these Notes to the consolidated financial statements.

Finally, at 31 December 2024 and 2023, two of the companies included in the scope of consolidation are considered inactive (Almirall Europa Derma, S.A. and Laboratorios Tecnobio, S.A.). There are no other companies that are outside the scope of consolidation.

b) Variations in the scope of consolidation

During the years ending on 31 December 2024 and 2023, there have been no changes in the companies included within the Group's scope of consolidation.

4. Flexible dividend

When a dividend is approved, which may be settled in cash or through the issue of fully paid-up shares at the investor's option, i.e. remuneration with shares for a specific value, the Group recognises the corresponding liability by means of a charge to reserves equivalent to the fair value of the rights to be allotted shares at no charge. If the investor elects to subscribe for fully paid-up shares, the Group will recognise the corresponding capital increase. If the investor elects to collect the dividend, the Group will derecognise the liability be means of a credit to the cash paid.

At the date of preparation of these consolidated financial statements, the Board of Directors of Almirall, S.A. has agreed to propose to the General Shareholders' Meeting the distribution of a dividend charged to unrestricted reserves for the amount of €40.6 million (equivalent to €0.19 per share). For the purposes of this dividend distribution, it is proposed to use the "Flexible Dividend" shareholder remuneration system, which has already been applied in previous years, or alternatively, to pay it fully in cash (see subsequent event indicated in Note 34).

5. Accounting criteria

The consolidated financial statements of the Group for the year ending on 31 December 2024 have been prepared by the Parent Company's Administrators in accordance with International Financial Reporting Standards (IFRS), as approved by the European Union pursuant to Law 62/2003 of December 30.

The main valuation standards used to draw up these consolidated financial statements, in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

also with the interpretations in force at the time when these consolidated financial statements were prepared, were as follows:

a) Goodwill

The Group applied the exception provided for in IFRS 1 "First-time Adoption of International Financial Reporting Standards" and therefore only business combinations carried out on or after 1 January 2004, the date of transition to IFRS-EU, have been accounted for using the acquisition method. Acquisitions of entities made prior to that date were recorded in accordance with the previous generally accepted accounting principles, after taking into account the necessary corrections and adjustments at the transition date.

The Group has applied IFRS 3 "Business Combinations" as revised in 2008 for transactions carried out on or after 1 January 2010.

In business combinations, the Group applies the acquisition method. The excess between the consideration given and the net amount of assets acquired and liabilities assumed, less the value assigned to non-controlling interests, is recorded as goodwill. The assets acquired and the liabilities assumed are recognised on the acquisition date at their fair value.

Goodwill is not amortized, but is tested for impairment on an annual basis or earlier if there are signs of a potential loss in the value of the asset. For these purposes, the goodwill resulting from the business combination is allocated to each of the Group's cash-generating units (CGUs) or groups of CGUs that are expected to benefit from the synergies of the combination and the criteria referred to in section d) (impairment) of this Note are applied. After initial recognition, goodwill is measured at cost less accumulated impairment losses.

b) Intangible assets

Intangible assets are initially recognised at acquisition cost (separately or through a business combination) or at production cost and subsequently measured at their cost, when appropriate, minus their accumulated amortisation and any impairment losses.

All registered intangible assets have a finite useful life and are amortised on the basis thereof, applying criteria similar to those adopted for the amortisation of property, plant and equipment; and these criteria are basically equivalent to the following amortisation rates for the most standard assets (determined on the basis of the average years of estimated useful life of the various items):

Years of
useful life
Patents and trademarks 3
Computer applications 3 – 6

In the case of intangible assets resulting from licensing and/or development agreements, their useful life is estimated on the basis of the commercial life of the acquired rights. Generally, this covers the period from product launch to expiry of the patent (at which point the entry of generics is foreseen, if applicable), always limited to the contractual period for which the rights are held. Note 9 details the useful lives of the main intangible assets.

The consolidated entities recognise any impairment loss on the carrying amount of these assets with a charge to "Impairment losses on property, plant and equipment, intangible assets and goodwill" in the consolidated income statement. The criteria for recognising the impairment losses of these assets and, when applicable, the reversal of impairment losses recorded in previous years, are similar to those applied for property plant and equipment (Note 5-d)).

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

Development costs

i. Internal development

The costs of research activities are recognised as an expense in the period in which they are incurred.

Expenses incurred internally as a result of the development of new drugs by the Group are only recognised as assets if all of the following conditions are met or can be demonstrated:

  • It is technologically possible to complete the production of the drug so that it can be made available for use or sale.
  • There is an intention to complete the development of the drug in question for use or sale.
  • There is capacity to use or sell the drug.
  • The asset will generate economic benefits in the future. Among other things, the existence of a market for the drug that has been developed, or for the development itself, can be demonstrated; or, if it is to be used internally, then the usefulness of the development for the Group is proven.
  • The availability of adequate technological, financial or other resources to complete the development, and to use or sell the drug resulting from the ongoing development.
  • The expenditure attributable to this development until its completion can be reliably measured.

The development of new drugs is subject to a high degree of uncertainty, due to the long maturation period of the drugs (usually several years) and of the technological results obtained in the different testing phases of the development process. In any of the different phases of the development process, it may be necessary to abandon said development, either because the new drugs do not meet medical and regulatory standards, or because they do not meet profitability thresholds. For these reasons, the Group considers that the uncertainty is only overcome once the developed product is approved by the competent authorities in a relevant market. This is the moment from which the Group considers that the conditions for the capitalisation of development expenses have been met.

ii. Separate acquisition

The acquisition separately or through a business combination of an ongoing research and development project is always capitalised pursuant to Para. 25 of IAS 38, since the price paid for the acquisition reflects expectations about the probability that the future economic benefits of the asset will be realised by the Group; in other words, the price paid reflects the probability of success of the project. When the Group acquires intangible assets with payments contingent on future events, it recognises them using the aggregate cost model.

Development costs (internal and acquired) previously recognised as an expense will not be recognised as an asset in a subsequent fiscal year.

Industrial property

Patents, trademarks and licences for the production, marketing and/or distribution of products are initially recorded at acquisition cost (separately or through a business combination) and are amortised over the estimated useful lives of the products to which they relate.

In the case of licensing and/or development agreements, payments subject to the achievement of regulatory or commercial milestones are generally recognised at the time the milestone is met. They are therefore are considered to be contingent assets until that time and are recognised as an increase in the cost of the intangible asset in question. In the case of commercial milestones (where the product is usually already on the market), the amortisation period is reduced to the remaining useful life of the original asset.

In the event that any milestone implied an improvement in the protection of intellectual property (i.e. reducing the risk of entry of generics, for example), the useful life would be re-estimated accordingly.

In the case of non-contingent assets, the cost is recognised at the initial moment, and the consideration is measured at a value equivalent to the amortised cost of the liability to be disbursed in the future, discounted at a market rate of interest.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

Computer applications

In this account, the Group records the acquisition and development of software, whether it is the implementation of new software or substantial improvements to existing software. Maintenance costs for computer applications are charged to the consolidated income statement for the year in which they are incurred.

c) Property, plant and equipment

Property, plant and equipment are valued at cost (determined by separate acquisition or acquisition through a business combination).

Replacements or renewals of entire items that increase the useful life of the related asset, or its economic capacity, are recorded as an increase in property, plant and equipment, and the replaced or renewed items are derecognised.

Periodic maintenance, upkeep and repair expenses are charged to income on an accrual basis as a cost for the year in which they are incurred.

Items in progress are transferred to property, plant and equipment in operation once they are ready to be put into operation.

The annual depreciation charges for property, plant and equipment are recognised in the consolidated income statement, and they are basically equivalent to the depreciation rates determined on the basis of the years of estimated useful life. The land on which buildings and other structures are built is considered to have an indefinite useful life and is therefore not depreciated.

Among property, plant and equipment, there are a number of environmental assets whose main purpose is minimising environmental impacts and protecting and improving the environment, including the reduction or elimination of future pollution from the Group's operations. The annual cost, as well as the investments and the carrying value at the close of each fiscal year, are detailed in Note 31.

The Group also has photovoltaic panels at some of its production facilities, to produce energy for selfconsumption. These assets are valued, as any tangible asset, at the acquisition or production cost.

The average useful lives of the various items are detailed below:
Years of
useful life
Construction 33-50
Technical installations and machinery 6-12
Other facilities and tools 3-12
Laboratory furnishings and equipment 6-10
Information processing equipment 4-6
Transport equipment 5-6.25

The income resulting from the disposal or retirement of an asset is calculated as the difference between the proceeds of the sale and the carrying amount of the asset, and is recognised in the consolidated income statement.

d) Impairment of property, plant and equipment, intangible assets and goodwill

At each consolidated balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such an indication exists, then the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). If the asset does not generate cash flows on its own that are independent of other assets, then the Group calculates the recoverable amount of the cash-generating unit to which the asset belongs. Intangible assets for which amortisation has not commenced are tested for impairment at least at the end of each fiscal year, and whenever there are indications of impairment prior to the end of each year.

The properties associated with the Group's production centres are not assigned to any specific cashgenerating unit (hereinafter "CGU"), given that they are in common use by various CGUs, most of which

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

do not have an assigned intangible asset or goodwill, wherefore they are not included in the carrying amount when tested for impairment. However, the related costs are allocated on a reasonable allocation basis to the various products, which are ultimately considered as CGUs for the purposes of the Group's impairment tests. Furthermore, there is no property whose use is specific for a single product or CGU.

These assets have not been tested for impairment because there were no indications of impairment. If there were any, an analysis of the value chain of the associated product (which is usually the most easily identifiable CGU) would have been performed to assess whether any tangible asset could be affected (e.g. a product being discontinued or withdrawn from the market).

The recoverable amount is defined as whichever is the greater of the following amounts: fair value less costs to sell; or the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects the current market assessments of the time value of money (TVM) and that also reflects any risks specific to the asset for which the estimated future cash flows have not been adjusted. Value in use is calculated by applying both cash flows and an after-tax discount rate. The fact of using these variables (discount rate and cash flows) before or after taxes does not significantly change the result of the analysis conducted.

The discount rate used is reviewed periodically (at least every six months), and it takes into account various components that reflect the current macroeconomic environment, such as the cost of risk-free debt (usually associated with the cost of public debt of the territory concerned), the sector Beta and the risk premium by size.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, then the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the consolidated income statement.

Losses related to the impairment of the value of the CGU reduce the value of the goodwill assigned to the CGU and then to the other assets of the CGU, pro rata based on the carrying amount of each of the assets, with the limit for each of them being the higher of their fair value less costs of disposal, their value in use and zero.

When an impairment loss subsequently reverses (a circumstance not permitted in the case of goodwill), the carrying amount of the asset (CGU) is increased to the revised estimate of its recoverable amount. This increase is implemented in such a way, however, that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in previous fiscal years. A reversal of an impairment loss is recognised immediately as income in the consolidated income statement, up to that limit.

In the case of goodwill, the impairment analysis, which is conducted at the intervals described in Note 5-a). In the event that an impairment loss on goodwill must be recognised, this loss is not reversible.

In general, the meth that the Almirall Group uses for impairment tests, based on the value in use of assets assigned to the CGUs with goodwill, relies on the estimate of cash flow projections drawn from financial budgets approved by the Management, which cover an explicit minimum period of 5 years. Cash flows beyond the explicit period are extrapolated using negative perpetual growth rates (g), given that, due to the very nature of the sector, products tend to be replaced by new, innovative products in the long term or they see their price significantly reduced as a consequence of new treatments and/or entry by generics, and therefore permanent growth scenarios are not considered in the long term. This is also in line with IAS 36 on the guide for growth rates in financial projections.

For certain assets (such as products under development that are not yet depreciated), detailed financial projections that range from 10 to 18 years are used (depending on the expected useful life of the asset). A probability of the project's success is applied to these projections, and a residual income is estimated for the following years by applying a growth rate that depends on the type and age of the products, based on experience with the same.

Other intangible assets are tested for impairment only in those cases where there are indications of impairment and those that are in progress (normally products in the development stage).

The estimated financial projections for each cash-generating unit or asset consist of estimated after-tax net cash flows. The latter are determined, in turn, based on the estimated sales, gross margins and other expected costs for that cash-generating unit. The projections are based on reasonable and wellfounded assumptions.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

Cash flows are estimated based on the maturity cycle of the product, the size of the market (which depends on the type of disease and the level of diagnosis of the disease), the therapeutic characteristics of the product itself (based on the clinical value of the product, a market share percentage within the therapeutic area is estimated) and the expected reimbursement price. In this regard, faced with tougher macroeconomic environments, it is true that the governments of the different territories have incentives to limit healthcare spending (one part being the cost of financed medicines and treatments), but these cost containment measures can take different forms, such as the prevalence of alternative generic treatments, limiting the number of patients treated, unilateral price cuts for certain medicines, etc., so it is difficult to estimate without knowing the specific measures that may be applied, but even so the Group has some margin to adapt in many cases.

The key variables of the impairment tests performed by the Group largely reflect the sales trend for each of the different drugs, most of which are currently in the marketing phase, as well as the discount rates applied and the perpetual growth rate. Other assumptions, such as gross margin or cash flows, are not considered key due to showing less uncertainty:

  • Regarding gross margin, the costs of sale of many of the products subject to impairment testing are fixed to supply contracts with the original licensees, usually at a percentage of the selling price of the products. It is therefore unusual for the cost of inflation to be passed on. Likewise, operating expenses associated with manufacturing represent a small part of the total product cost (e.g. supplies), and most of the products manufactured by the Group do not have any associated intangible asset.
  • Regarding cash flows, in general the pharmaceutical sector is counter-cyclical, given that chronic and prescription treatments tend to have stable demand, and they neither benefit from nor are they harmed by favourable or recessionary macroeconomic scenarios.

In terms of sensitivity to the key assumptions, the Group's Management considers 10% to be a deviation range with sufficient headroom to absorb unexpected events beyond what is considered reasonable under normal business conditions, based on the retrospective analysis of past estimates.

As for the discount rate assumption and the perpetual growth rate assumption, half a point has been set as reasonable based on the increases experienced in recent years in the former case and a conservative assumption in the latter case.

The main assumptions used in the impairment tests and the sensitivity analysis for the years ending on 31 December 2024 and 2023 are detailed in Notes 8 and 9.

e) Leases

Leases are recognised as a right-of-use asset (including the respective liability) on the date when the leased asset is available for use by the Group, in accordance with the provisions established by IFRS 16. Each lease payment is allocated between the corresponding liability and the financial expense. The financial expense is charged to income over the term of the lease, so as to produce a constant periodic interest rate on the remaining balance of the liability for each year. The right-of-use asset is amortised on a straight-line basis over the useful life of the asset or the lease term, whichever of these is shorter.

Assets and liabilities arising from a lease are initially measured on a present value basis. The lease liabilities maintained by the Group include the net present value of the following lease payments:

  • fixed payments (including payments that are fixed in essence) less any lease incentive receivable, and
  • lease termination penalties, if the lease term reflects the tenant's exercise of that option.

Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, then the incremental borrowing rate is used, which is the rate the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment under similar terms and conditions.

The Group rents offices, machinery and transportation equipment. Leases are normally for fixed terms of 3 to 5 years, although they may have extension options as described below. Lease terms are negotiated on an individual basis and include a wide range of different terms and conditions. The lease agreements do not impose covenants, but the leased assets cannot be used as collateral for borrowings.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

The only individually relevant leased asset is the Group's headquarters, the terms of which are described in Note 10.

Given the nature of right-of-use assets, the initial cost recognised is essentially composed of the initial valuation of the lease liability; as a general rule, the initial direct costs or recovery costs are not relevant. Likewise, there are no variable lease payments other than those that depend on a rate or charge.

Payments associated with short-term leases (12 months ore less) and leases of low-value assets (computer equipment and small items of office furniture) are recognised, on a straight-line basis, as an expense in the consolidated profit and loss statement.

f) Stocks

Stocks are valued at acquisition or production cost, or net realisable value, whichever is lower. Production costs include direct material costs and, where applicable, direct labour costs and applicable manufacturing overheads, also including those costs incurred for transport of stocks to their present location, and current conditions at the point of sale.

Trade discounts, rebates obtained, and other similar items are deducted when determining the acquisition price.

The cost price is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in the marketing, selling and distribution processes.

The Group evaluates the net realisable value of stocks at the end of the year and recognises the appropriate loss when they are overvalued. When the circumstances that previously led to the writedown no longer exist or when there is clear evidence of an increase in net realisable value due to a change in economic circumstances, the amount of the write-down is reversed.

Estimates are also made for the impairment of these assets due to obsolescence, mainly due to the expiry date of the different proprietary medicinal products (which ranges from 2 to 5 years for finished products) or due to slow turnover in cases where the estimated demand is insufficient to absorb the inventories within a reasonable period of time.

g) Trade receivables for sales and services

Trade receivables are recorded at their amortised cost. The recoverable amount is determined at each balance sheet date and is reduced, where appropriate, by any write-downs to cover balances in which there are circumstances that result in their classification as bad debts. The late payment faced by the Group is not significant and is mainly concentrated in pharmacies and hospitals that are dependent on national health systems (mainly due to budgetary constraints).

h) Cash and cash equivalents

Cash and cash equivalents in the consolidated balance sheet include cash on deposit with the Group, demand bank deposits and financial investments convertible into cash with a maturity not exceeding three months from the date of acquisition. In addition, for the purposes of the Consolidated Cash Flow Statement, only those that do not have significant penalties in the event of early cancellation (maintaining the maturity limit at no more than three months) are considered.

i) Financial instruments (excluding derivative financial instruments)

Financial assets and liabilities are recognised in the consolidated balance sheet when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets

Classification: pursuant to IFRS 9, the Group classifies its financial assets into the following measurement categories:

  • those subsequently measured at fair value (either through other comprehensive income or through profit or loss), and
  • those that are measured at amortised cost.

The classification depends on the entity's business model for managing financial assets and the contractual terms of the cash flows.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

For assets measured at fair value, profits and losses must be recorded in income or in other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Group had made an irrevocable choice at initial recognition to account for the equity investment at fair value through other comprehensive income.

Recognition and derecognition: regular-way purchases and sales of financial assets are recognised on the trade date, i.e., the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets expire or are transferred and the Group has substantially transferred all the risks and rewards incidental to ownership.

Valuation: in the case of financial assets that are not at fair value through profit or loss (FVTPL), at initial recognition, the Group measures these at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. In contrast, the transaction costs of financial assets recorded at fair value through profit or loss (FVTPL) are recognised as an expense in the income statement.

Debt instruments

Subsequent valuation of debt instruments depends on the Group's business model for managing the asset and on the cash flow characteristics thereof. The Group currently has debt instruments that fall into the following valuation categories:

  • Amortised cost: Assets held for collection of contractual cash flows, when those cash flows represent only payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in interest income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in the income statement for the fiscal year and is recorded in other gains / (losses) together with gains and losses due to exchange rate differences. Impairment losses are presented as a separate item in the income statement.
  • Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or fair value through other comprehensive income are recognised at fair value through profit or loss. A gain or loss on a debt investment that is subsequently recognised at fair value through profit or loss is recognised in income and is recorded net in the income statement within other gains/(losses) in the fiscal year in which it arises.

Equity instruments.

The Group subsequently values all investments in equity at fair value. When the Group's Management has elected to present gains and losses at fair value of equity investments in other comprehensive income, then there is no subsequent reclassification of gains and losses in fair value to income following derecognition thereof. Dividends from such investments continue to be recognised in the profit for the fiscal year as other income when the company's right to receive the payments is established.

Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gains / (losses) in the income statement, when applicable. Impairment losses (and reversals of impairment losses) on equity investments measured at fair value through other comprehensive income are not presented separately from other changes in fair value.

Impairment

The Group evaluates the expected credit losses associated with its assets prospectively at amortised cost and at fair value through other comprehensive income. The method used for impairment depends on whether there has been a significant increase in the credit risk.

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires that expected lifetime losses are recognised, starting from the initial recognition of the receivables, see Note 15 for further details.

Financial liabilities

Trade accounts payable are payment obligations for goods or services acquired from suppliers in the ordinary course of business. Trade accounts payable are classified as current liabilities if payments are due within one year or less (or due within the normal operating cycle, if this cycle is longer). Otherwise, they are presented as non-current liabilities.

Trade accounts payable are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate method, when the maturity is greater than twelve months.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Financial liabilities are initially recognised at fair value less incurred transaction costs. Subsequently, financial debts are valued at amortised cost; any difference between the funds obtained (net of the costs necessary to obtain them) and the redemption value is recognised in the consolidated income statement during the term of the debt, in accordance with the effective interest rate method.

Fees paid to obtain credit facilities are recognised as debt transaction costs, whenever it is probable that some or all of the facility will be drawn down. In this case, fees are deferred until the amount is drawn down. To the extent that it is not probable that all or part of the credit line will be drawn down, the fee is capitalised as an advance payment for liquidity services and is amortised over the period of availability of the credit facility.

Financial debt is removed from the balance sheet when the obligation specified in the contract has been paid, cancelled or expired. The difference between the carrying amount of a financial liability that has been settled or transferred to another party and the consideration paid, including any asset transferred other than cash or the liability assumed, is recognised in income for the fiscal year as other financial income or expense.

Loans at subsidised or zero interest rates are forms of government aid. Any granted loans of this sort are recognised based on the fair value of the financing received; the differences arising between that fair value and the nominal value of the financing received are treated as a subsidy (see Note 19-b)).

Classification of financial assets and liabilities as current and non-current

In the accompanying consolidated balance sheets, financial assets and liabilities are classified by their dates of maturity; in other words, those maturing in twelve months or less from the consolidated balance sheet date are classified as current, and those maturing in more than twelve months as non-current.

j) Derivative financial instruments

The Group's activities expose it mainly to exchange rate risks, due to the marketing of products through licensees and subsidiaries in countries with currencies other than the euro, but the Group is also exposed to interest rate risks due to the Parent Company's indebtedness (Note 32).

For the years ended 31 December 2024 and 2023, the only derivative financial instrument held by the Group is the Equity swap described in Note 18, which does not qualify for hedge accounting.

In this case, the derivative is initially recognised at fair value and is subsequently remeasured at fair value at each reporting date. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included under "Valuation gains of financial instruments" in the consolidated income statement.

The entire fair value of a derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is greater than 12 months, and as a current asset or liability if the remaining maturity of the hedged item is less than 12 months.

k) Provisions and contingencies

When preparing the consolidated financial statements, the Parent Company's Administrators distinguish between:

  • Provisions: credit balances covering obligations existing at the consolidated balance sheet date derived from past events, which may give rise to outflows of financial resources that are of a specific nature but of uncertain amount and/or timing, and
  • Contingent liabilities: possible obligations derived from past events that will become manifest only if one or more future events beyond the control of the consolidated entities occurs or fails to occur (Note 27-b).

The Group's consolidated financial statements include all significant provisions with regards to which it is considered more likely than not that the obligation will have to be settled. Contingent liabilities that do not result from a business combination are not recognised and are listed in Note 27.

Provisions, which are quantified by taking into consideration the best information available on the consequences of the event that gives rise to them and are re-estimated at the end of each reporting period, are used to address the specific, probable risks for which they were originally recognised, and are reversed, in whole or in part, when these risks disappear or decrease. They include the following legal proceedings and claims:

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Ongoing legal proceedings and/or claims

The Group's activities fall within a highly regulated sector (health legislation, intellectual property, etc.), which increases its exposure to potential lawsuits arising from its business activities.

The claims and litigation to which the Group is subject are generally complex, meaning that the evolution thereof can be highly uncertain, both as regards the probability of an outcome detrimental to the Group's interests and as regards the estimate of potential future disbursements to be made. As a consequence, it is necessary to use judgements and estimates, counting on the support of the relevant legal consultants.

At year-end 2024 and 2023, various legal proceedings and claims were in progress against the Group, arising from its normal course of business. Both the Parent Company's legal consultants and its Administrators consider that the provisions recorded are sufficient and that the conclusion of these proceedings and claims will not have a significant impact on the consolidated financial statements for the years in which they are closed.

l) Cost of retirement benefits (or post-employment benefits)

The subsidiaries Almirall Hermal, GmbH, Almirall AG and Polichem, S.A. have obligations for retirement benefits (or post-employment payments), of which only the former is material in relation to the Group's consolidated financial statements.

As for the obligations assumed by Almirall Hermal GmbH, these benefits are structured into two defined benefit plans that were frozen in 2017, and a defined contribution plan with employer contributions:

  • A defined contribution plan is a pension plan under which the Group pays fixed contributions to a fund and has no legal or constructive obligation to make additional contributions if the fund does not have sufficient assets to pay benefits related to services rendered in the current and prior fiscal years to all employees. Defined benefit plans, in contrast, establish the amount of benefits an employee will receive upon retirement, usually based on one or more factors, such as age, years of employment, and salary.
  • In the defined benefit plans, the contingencies covered are retirement, risks to active life, death and disability, for those employees with seniority starting prior to 30 June 2002, and the benefits consist of a pension determined, basically, by the pensionable salary. The assumed commitment is in an internal fund, with the corresponding provision, and there are no assets assigned to the plans (Note 20).

The liability recognised in the balance sheet in respect of the defined benefit pension plans is the present value of the defined benefit obligation as of the balance sheet date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using the interest rates from high-quality corporate bonds expressed in the same currency in which the benefits will be paid, and whose terms to maturity are similar to those of the respective obligations. In countries where no market for this type of bonds has developed, the market rates for government bonds are used.

The amount of the commitments assumed has been determined by applying the following criteria:

  • Method of calculation: the calculation method used in the actuarial valuations has been the "proportional crediting year by year" or "projected unit credit" method. The value of the pension obligations has been calculated based on the present value of the benefits agreed, taking into account the number of years that the member of staff has been employed and the years remaining until their retirement.
  • Actuarial assumptions, which are detailed in Note 20.

Actuarial gains and losses arising from adjustments made based on experience and on changes in actuarial assumptions are charged or credited to equity in "Other comprehensive income" in the reporting period in which they arise.

Past service cost arises as a result of modifications to the benefits provided under a defined benefit plan. It may involve an improvement or a reduction in the benefits covered by the plan.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

IAS 19 requires that past service cost be recorded directly in the consolidated income statement for the year in which the plan is modified. The entity recognises an expense when the change results in an improvement in benefits (increase of the past service cost), and it recognises income when benefits are reduced (reduction of the past service cost).

If new benefits are incorporated into a defined benefit plan, then this will have an immediate impact on the income statement, and it will not be possible to defer the expense that corresponds to those benefits that have not yet been accrued during the consolidation period.

The discount rates used in the calculation are established according to actuarial advice according to published statistics and experience in each territory.

In turn, the defined contribution plans provide coverage for contingencies similar to the defined benefit plans described above for all employees.

Once the contributions have been paid, the Group has no further payment obligations. Contributions are recognised as employee benefits when accrued.

m) Severance payments

Severance payments are made to employees as a result of the Group's decision to terminate their employment contract before the normal retirement age, or when the employee agrees to voluntarily resign in exchange for these benefits. The Group recognises these benefits when it has demonstrably committed to dismiss current employees in accordance with a detailed official plan that cannot be revoked. When an offer is made to encourage the voluntary resignation of multiple employees, severance payments are valued based on the number of employees expected to accept the offer.

n) Government subsidies

Government subsidies to cover current expenses are recognised in the consolidated profit and loss once all conditions have been met, and in the periods in which the related costs are offset, and they are deducted in the presentation of the relevant expense.

Government subsidies related to property, plant and equipment are treated as deferred income and are recorded in income over the course of the expected useful lives of the relevant assets.

o) Revenue recognition

The Group recognises as revenue the amount of the transaction price related to the consideration it expects to be entitled to receive for the transfer of goods to the customer, for services provided and other revenue in the ordinary course of business, which may consist of fixed or variable amounts or both. Revenue is presented net of returns, trade discounts, prompt payment discounts and contributions to health care systems (see Note 5-p) for further details).

The Group recognises revenue when it satisfies an obligation by transferring a good or service to the customer and the customer obtains control of the asset. The Group determines, at the inception of the contract, whether to satisfy the obligations over time or at a specific point in time, depending on the specific conditions for each of the Group's activities, as described below.

In accordance with IFRS 15, the Group takes into account the five-step model for determining when revenue and the amount thereof should be recognised, which consists in the following steps:

    1. Identification of the contract with the customer.
    1. Identification of the performance obligations contained in the contract.
    1. Determination of the transaction price.
    1. Allocation of the price between the various performance obligations.
    1. Determination of the basis for revenue recognition, when a performance obligation is satisfied.

In this regard, for each performance obligation that is identified, the Group determines, at inception of the contract, whether it satisfies the performance obligation over time or at a specific point in time.

i) Sales of products

The Group's "product sales" are those derived from sales of proprietary medicinal products, active pharmaceutical ingredients and other non-prescription pharmaceutical products, where control is transferred to customers and service obligations are fulfilled when the goods are made available to customers, which in the Group's case are wholesalers, logistics operators, pharmacies and hospitals

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

(in the various territories where the Group has a direct presence) or other pharmaceutical companies with which the Group has a distribution and/or licensing agreement for a specific territory and specific products.

In this regard, the Group distinguishes between three major segments in turnover (Note 24):

  • Marketing through its own network: sale of proprietary medicinal products in territories where the Group has a direct presence (Europe and United States, as separated in the segmented information), i.e. it has a local sales network that makes medical visits to healthcare professionals (family doctors, specialists, etc.) or directly to retail channels (mainly pharmacies).
  • Marketing through licensees: sale of proprietary medicinal products or active pharmaceutical ingredients to other pharmaceutical companies, which carry out the local promotional activity in those territories. These sales are linked to the licensing contracts described in section ii) of this Note.
  • Third-party manufacturing and intermediation: sale of proprietary medicinal products where the Group provides a manufacturing service for a third party with little commercial risk (in general, the price is fixed at cost plus a mark-up) and where the main customer is Covis Pharma GmbH (hereinafter Covis), linked to the agreement explained in Note 12. This activity is reflected in the Corporate Services and Manufacturing segment.

IFRS 15 establishes that an entity that grants the right to return product must recognise revenue equal to the consideration to which it expects to be entitled in exchange for transferring the promised goods or services to a customer, as well as a refund liability and an asset for the right to recover the products. The Group recognises its revenue net of estimated returns at the date of sale, while at the same time recognising a refund liability. The Group does not recognise an asset for the right to recover goods because, based on experience and the type of marketed product, returned materials cannot be returned to the Group's inventory.

The amount of recognised revenue is adjusted for expected returns, which are estimated based on the average return rate in recent years. Discounts granted to public customers are recorded as a deduction from revenue at the time the related revenue is recorded. Where appropriate, a liability is calculated on the basis of historical experience, which involves management judgements.

Therefore, the Group's revenue from product sales is subject to variable consideration for discounts, refunds and returns. This variable consideration is only recognised if it is highly probable that there will not be a material reversal in the amount of cumulative revenue recognised when the uncertainty associated with the variable consideration is subsequently resolved.

ii) Income from granting licenses

Mainly, although not exclusively, in countries where the Group does not have a direct presence, it grants other pharmaceutical companies licences to sell its products on an exclusive basis in a specific territory, furthermore undertaking to manufacture the pharmaceutical product for the customer in most cases. Sales for the supply of products are made on an arm's length basis and are recognised in accordance with paragraph (i) of this Note.

For these agreements, the Group generally charges an upfront payment for transfer of the licence, which is either non-refundable or may be refunded to the customer under strict conditions if the product is not finally authorised for distribution in the agreed territory. Given that these amounts are considered non-refundable in most cases, the revenue is recognised at the initial moment.

In addition, the Group usually includes in such contracts additional payments linked to the assignment of intellectual property subject to the achievement of regulatory and/or commercial milestones, which are considered contingent until the corresponding milestone occurs (at which time revenue would be recognised), or royalties based on product performance (typically sales of product in the local market), which are recognised as such sales occur.

Finally, in certain cases the Group grants perpetual licences where the Group's obligations are minimal (beyond a transitional period until transfer of the commercial authorisation in the relevant territory or until effective transfer of the production site can take place). In these cases, the Group's obligations are deemed to be fulfilled at the time when the contract is signed, and all revenue is recognised at inception.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

iii)Interest income

Interest income is recognised using the effective interest rate method. As a result of the Group's direct activity, it does not collect interest from its customers, rather only from the cash surpluses it places in financial instruments as mentioned in Notes 5-h) and 13.

p) Contributions to health systems

In the different territories where the Group operates, it is common that, in order to gain access to health system prescribers (health sector professionals such as family doctors or specialists) and, therefore, to be able to sell proprietary medicinal products through its network of coverage, it has to enter into agreements with governments (usually through the Ministry of Health) or private co-payment systems (mainly with insurance companies).

When accessing the national health system, in the case of proprietary medicinal products, the relevant commercial authorisation is required, as well as a reimbursement price, which is the price charged by the Group (although the patient pays a much lower price, the difference being borne by the State). For this reason, governments often have models of contributions to the national health system, which are paid by pharmaceutical companies based on the different products that are prescribed or administered in hospitals, either in the form of mandatory direct rebates or contributions according to the sales made on reimbursed products. This is the model found in most countries in Europe (with a welfare state model).

In other territories, such as the United States, prescriptions are channelled through private insurance companies, with which agreements are made to include the Group's products in their coverage plans, given that otherwise the patient would have to pay the full price of the proprietary medicinal product, and this would limit the commercial success of the product.

In both cases, the Group makes the best estimate of the costs associated with these contributions, which are recorded as a reduction in "Net turnover" in the consolidated income statement. The liability is recorded under "Trade payables" (Note 19-a)) or "Provisions" (Note 21), depending on the expected time horizon for payment of the contributions.

q) Income tax, deferred tax assets and liabilities

The expense for Spanish corporate income tax and similar taxes applicable to foreign consolidated entities is recognised in the consolidated income statement, except when it results from a transaction the results of which are recorded directly in equity, in which case the related tax is also recorded in equity.

Almirall, S.A. is subject to Spanish Corporate Income Tax under the Spanish Tax Consolidation regime according to Chap. VI of Title VII of Law 27/2014, of 27 November, on Corporate Income Tax. The companies that are comprised in the Group for tax purposes for fiscal year 2023 are: Almirall, S.A., Laboratorios Almirall, S.L., Industrias Farmacéuticas Almirall, S.A., Laboratorios Tecnobío, S.A., Ranke Química, S.A., Almirall Europa Derma, S.A. and Almirall Holding Iberia, S.L.; for all of these, the first company mentioned acts as parent company. Consequently, the corporate income tax expense of the consolidated profit and loss includes the benefits derived from the application of tax loss and tax credit carryforwards that would not have been recorded if the companies comprising the tax group had been individually taxed.

Income tax represents the sum of the current income tax expense for the year and the change in recognised deferred tax assets and liabilities.

The income tax expense for the year is calculated based on the taxable income for the year. The taxable income differs from the net income presented in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and also excludes items that are never taxable or deductible. The Group's current tax liabilities (or assets) are calculated using tax rates that have been enacted or substantially enacted as of the consolidated balance sheet date. Management periodically evaluates the positions taken in tax returns in situations where the applicable tax regulation is subject to interpretation, and, if necessary, it establishes provisions based on the amounts that are expected to be paid to the tax authorities.

Deferred tax liabilities are the amounts of income tax payable in the future related to taxable timing differences, while deferred tax assets are the amounts of income tax recoverable due to the existence of deductible timing differences, tax loss carryforward or deductions pending application. For these

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

purposes, a timing difference is defined as the difference between the carrying value of assets and liabilities and their taxable base. These amounts are recorded by applying the tax rate at which they are expected to be recovered or settled to the relevant timing difference or credit. The Group recognises deferred tax liabilities in all cases except those arising from the initial recognition of goodwill or from an asset or liability in a transaction that is not a business combination, at the date of the transaction affecting neither accounting profit nor taxable profit or tax loss and at the date of the transaction no taxable and deductible temporary differences arise for the same amount and/or related to differences linked to investments in subsidiaries, affiliated companies and joint ventures over which the Group has the ability to control the timing of their reversal and it is not probable that they will reverse in the foreseeable future.

Current or deferred income tax is recognised in profit or loss, unless it arises from a transaction or economic event that is recognised in the same or a different period, against equity or from a business combination.

The Group recognises deferred tax assets whenever it is probable that sufficient future taxable profit will be available against which the deferred tax asset can be offset or when tax legislation provides for the possibility of the future conversion of deferred tax assets into a claim against the Tax Authorities or they correspond to temporary differences relating to investments in subsidiaries, affiliated companies and joint ventures to the extent that the temporary differences will reverse in the foreseeable future and it is expected that future taxable profit will be available against which the differences can be offset. However, assets arising from the initial recognition of assets or liabilities in a transaction that is not a business combination, at the date of the transaction affecting neither accounting profit or taxable profit or tax loss and at the date of the transaction no taxable and deductible temporary differences of the same amount arise, are not recognised

It is considered probable that the Group has sufficient taxable profit to recover deferred tax assets, provided that there are sufficient taxable temporary differences relating to the same taxable authority and referring to the same taxable person that are expected to reverse in the same tax year in which the deductible temporary differences are expected to reverse or in years in which a tax loss arising from a deductible temporary difference can be offset against earlier or later taxable profit. Where the only future taxable profits arise from the existence of taxable temporary differences, deferred tax assets arising from offsetting tax losses are limited to 70% of the amount of deferred tax liabilities recognised.

At the end of each accounting period, the deferred taxes recorded (both assets and liabilities) are reviewed in order to verify that they are still valid, and the appropriate adjustments are made in accordance with the results of the analyses conducted. The monetization of deductions generated by research and development is considered in the analysis of the recovery of deferred tax assets.

Current or deferred income tax is recognised in profit or loss, unless it arises from a transaction or economic event that is recognised in the same or a different period, against equity or from a business combination.

Finally, in application of IFRIC 23 "Uncertainty over income tax treatment", the Group classifies liabilities arising from this rule under the heading of "Other non-current liabilities" (Note 19).

Offsetting and classification

The Group only offsets current income tax assets and liabilities if it has a legal claim against the tax authorities and it intends to either settle the resulting debts on a net basis or realise the assets and settle the debts simultaneously.

In the case of deferred income tax assets and liabilities, they are only offset if a legal right of offset exists vis-à-vis the tax authorities and those assets and liabilities relate to the same tax authority, and to the same taxable entity or to different taxable entities that intend to settle or realise the current tax assets and liabilities on a net basis, or realise the assets and settle the liabilities simultaneously, in each of the future periods in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Deferred tax assets and liabilities are recognised in the consolidated statement of financial position as non-current assets or liabilities, regardless of the expected date of realisation or settlement

Monetisation

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

When the Company makes the decision to monetise tax credits, having certified reports that support these amounts and there is a reasonable estimate that the total average number of personnel or average R&D personnel will be maintained for two years, and it is reasonable to reinvest the amounts collected from the monetisation of these tax credits in R&D activities, the amount of the monetisation (80% of R&D tax credits) will be recognised as a deferred tax asset or as a tax loss carryforward, as appropriate.

Global minimum complementary tax

The Group's current income tax expense includes the tax related to the minimum effective taxation of multinational enterprise groups (OECD model rules (Pillar Two), hereinafter the Complementary Tax), provided that the subject Group company is a taxable person and the taxpayer. If the Group company subject to Complementary Tax is a substitute for a taxpayer that is not part of the Group, then the current income tax expense accrued on behalf of the taxpayer is recognised as a receivable from group companies.

If the Group company subject to Complementary Tax is a taxable person and taxpayer, but another company that is not part of the Group acts as a substitute for the company, the Group recognises the current accrued income tax expense with a credit to an account payable with group companies.

r) Interest cost

General and specific interest costs that can be attributed directly to the acquisition, construction or production of qualifying assets, which are those assets that necessarily require a substantial period of time before they are ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.

Other borrowing costs are recognised in income in the year in which they are incurred.

s) Share-based remuneration systems

In 2008, the General Shareholders' Meeting ratified a long-term variable remuneration plan linked to the value of the Company's shares or Stock Equivalent Units Plan (hereinafter, the SEUS Plan) for the benefit of certain executives. Under the SEUS Plan, the Parent Company undertakes to grant the Executives a long-term variable remuneration linked to the value of the Parent Company's shares, provided that certain requirements and conditions are met, and this variable remuneration is paid in full in cash.

On 10 May 2024, the General Meeting of Shareholders ratified a new long-term remuneration plan for Executives called the Performance Shares Plan (hereinafter, the PSP Plan), which came into effect in 2024 and replaces the SEUS Plan described above. The characteristics of this new plan are as follows:

  • The PSP will be implemented in three-year cycles, starting on 1 January and ending on 31 December of the third year.
  • The settlement will take place in March of the year following the end of the period, with 40% to be settled in cash and 60% to be settled in Almirall, S.A. shares.
  • The assessment of this PSP plan is subject to the following objectives, with the relative weight indicated in brackets: (i) Relative total shareholder return (35%), (ii) Cumulative EBITDA (35%), (iii) Employee satisfaction (7.5%), (iv) Carbon footprint reduction (7.5%) and (v) Progress in research and development (15%).

In accordance with IFRS 2, both the recognition and subsequent measurement of the PSP plan differ between the cash-settled and equity-settled portions.

The equity-settled portion is recognised as an expense in the consolidated income statement during the period of consolidation with a credit to equity (Note 16). The initial valuation is at fair value on the grant date, with no revaluation at subsequent closing dates.

The cash-settled portion is recognised as an expense in the consolidated profit and loss statement during the period of consolidation with a credit to liabilities (under Remuneration payable, Note 19). Both the initial valuation and subsequent valuations for each of the year-end periods for which the PSP plan is in effect are at fair value.

In addition, a breakdown of the portion corresponding to the Board of Directors and Senior Management can be found in Note 29.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

t) Share capital

The subscribed capital is represented by ordinary shares.

Incremental costs directly attributable to the issuance of new shares, or a value reduction or the amortisation of existing shares, are presented in equity as a reduction, net of taxes, of the income earned.

When any Group entity acquires shares of the Parent Company (treasury shares), the consideration paid, including any directly attributable incremental cost (net of income tax) is deducted from the equity attributed to shareholders of the Company until the cancellation, reissue or disposal of the acquired treasury shares. When these shares are subsequently sold reissued, any amount received, net of any directly attributable incremental transaction costs and the related income tax effects, are included in equity attributed to the shareholders of the Parent Company.

6. Changes in accounting policies

In the year ending on 31 December 2024, there have been no significant changes in the Group's accounting policies, nor have any new standards come into force that have an impact on the comparability of these consolidated financial statements with respect to those of the year ending on 31 December 2023.

7. Critical accounting judgements and estimates

Estimates and judgements are evaluated on an ongoing basis and are based on historical experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances.

a) Valuation of intangible assets - Licensing agreements with developments in progress

This section includes the Group's acquisitions of marketing rights for certain products that are in the development phase (Note 9), which meet the characteristics for initial recognition under IFRS (Note 5 b)).

The various payments arising from the contract are assessed at inception, and if they are contingent, they are not recognised until they are accrued (usually upon the achievement of a milestone). Details of the contingent assets due to this type of agreement can be found in Notes 9 and 27.

Payments that occur upon the achievement of certain development, regulatory or commercial milestones (e.g. moving to a more advanced stage of development, obtaining regulatory approval or reaching a certain sales threshold), which confirm the increased value of the asset in question, are capitalised.

Conversely, when payments are linked to the performance of ordinary activities of the development stage that do not meet the condition for capitalisation (such as the performance of clinical trials or royalties on sales), they are recognised in the consolidated income statement when that are incurred.

These assets will be depreciated over the respective useful lives of the corresponding products starting from the moment when these products are commercially launched (after obtaining regulatory approval, if applicable). At the end of each accounting period, the Group is responsible for assessing the recoverability of these assets through the generation of positive cash flows in the future, pursuant to the best estimates of the Group's technical and financial managers. For this purpose, a business plan with a discounted cash flow is prepared which involves a degree of uncertainty inherent in consideration of the various possible scenarios. A variation of the assumptions made in the valuation of the expected cash flow (interest rate fluctuations, regulatory changes, final approval of the expected regulated prices, competition from other products, etc.) could reduce the realisable value of these assets (Note 9).

b) Impairment of goodwill and intangible assets

The determination of the potential goodwill impairment loss, as well as of any intangible assets with possible indications of impairment, requires the use of judgements and estimates regarding their recoverable value. These judgements and estimates rely mainly on the determination of the cash flows associated with the relevant cash-generating units, and on certain assumptions regarding the interest rates used in the discounted cash flows (Note 5-d) and 8). The use of other assumptions in the analysis

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

of the recoverable value of goodwill and intangible assets could give rise to other considerations regarding the impairment thereof.

c) Deferred tax assets

In determining deferred tax assets for which the recoverability is deemed to be reasonably assured, the Group establishes a finite time frame for offsetting them, based on the best possible estimates. Accordingly, the expected application period for deferred tax assets has been determined using the estimate of the Group's taxable profits. Moreover, the legal deadlines for the use of these assets also takes into account the timetable for the use of deductions pending application, as well as the tax losses subject to offset in subsequent years (Note 23). Nevertheless, the Group has considered a maximum time frame of 10 years as a probable scenario for recoverability of these deferred tax assets, and hence it did not include in the recognition of the assets any tax credits that, according to the estimates of generation of future taxable profits, would require a longer period. Even though the tax legislation would allow inclusion of tax credits requiring more than 10 years for recovery, the Group does not consider the forecast beyond the 10-year time frame as a reliable scenario.

d) Provision for contingent liabilities (lawsuits, etc.)

The Group's activities fall within a highly regulated sector (health legislation, intellectual property, etc.), which increases its exposure to potential lawsuits arising from its activities.

The claims and lawsuits to which the Group is subject are generally complex, meaning that their evolution can be highly uncertain, both as regards the probability of an outcome detrimental to the Group's interests, and as regards the estimate of potential future disbursements to be made by the Group. As a consequence, it is necessary to use judgements and estimates, counting on the support of the relevant legal consultants.

At the end of the fiscal years ending on 31 December 2024 and 2023, various legal proceedings and claims were initiated against the consolidated entities, arising from the ordinary course of their business. Both the Group's legal consultants and the Parent Company's Administrators believe that the conclusion of these proceedings and claims will not produce a significant effect on the consolidated financial statements for future fiscal years (Note 27).

8. Goodwill

The details of this heading of the consolidated balance sheet at year-end 2024 and 2023 is as follows (there have been no movements during 2024 and 2023):

Thousands of Euros
31/12/2024 31/12/2023
Almirall, S.A. 35,407 35,407
Almirall Hermal GmbH 227,743 227,743
Poli Group 52,816 52,816
Total 315,966 315,966

The goodwill of Almirall, S.A., the net value of which amounts to €35.4 million, arose in 1997 from the difference between the value at which the shares of Prodesfarma, S.A. were recorded and the underlying book value of this company at the moment of the merger by absorption of this company by the Parent Company, once the unrealised gains arising from property, plant and equipment and financial assets had been assigned to the other assets. The remaining amount is the figure that remained to be amortised at the date of transition to IFRS on 1 January 2004, and the main products included already existed prior to the merger, mainly Almax and Ebastel, which are mainly sold in Spain and Europe, respectively. All associated intangible assets are fully amortised as at 31 December 2024 and 2023.

The goodwill of Almirall Hermal GmbH arose as a result of the difference between the acquisition value of the shares of the Hermal Group companies in 2007 and their theoretical value at the time of acquisition, after the difference between the fair value and the value at which they were recognised in the financial statements of the acquired companies had been assigned to the identifiable assets and liabilities, where applicable. The main products supporting this goodwill are those that were acquired, mainly in dermatology. The most prominent products are Decoderm and Balneum, which are mainly sold in Germany and other European countries. All associated intangible assets are fully amortised as at 31 December 2024 and 2023.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Poli Group's goodwill arose as a result of the difference between the acquisition value of the shares of Poli Group companies in February 2016 and their underlying value at the moment of acquisition, once the difference between their fair value and the value at which they were recorded in the financial statements of the acquired companies had been allocated to identifiable items of assets and liabilities. The main products supporting this goodwill are those that were acquired, mainly in dermatology, gynaecology and respiratory medicine. The most prominent products are Ciclopoli, which is sold worldwide (but mainly in Europe), and Finjuve, which is marketed through licensees in different territories around the world. Further details on the intangible assets linked to Poli Group's goodwill can be found in Note 9.

Impairment losses

At the end of the fiscal years ending on 31 December 2024 and 2023, the recoverable amount of all the goodwill was estimated based on calculations of value in use of the CGUs to which they are assigned, as described in Note 5-d).

As of 31 December 2024 and 2023, according to the estimates and projections available to the Parent Company's Administrators, the forecasts of results and discounted cash flows for the remaining cashgenerating units adequately support the carrying amounts of the related assets and, therefore, the related goodwill.

Asset or Cash Generating Unit Thousands of Euros Assumption 2024 Assumption 2023
Goodwill Goodwill Intangible
assets
p.t.d. a.t.d. p.i.g.r. p.t.d. a.t.d. p.i.g.r
Almirall, S.A. Assets present before the merger 35,407 - 12.3% 8.0% (5)% 12.5% 8.0% (5)%
Almirall Hermal
GmbH
Assets from the takeover of Hermal
GmbH
227,743 - 12.0% 8.0% (2)% 12.0% 8.0% (2)%
Poli Group Assets from the takeover of Poli Group:
i) Licences and other
commercialization rights (product
technology), own network segment
7,400 25,726 11.0% 8.0% (2)% 11.0% 8.0% (2)%
ii) Licences and other
commercialization rights (product
technology), third-party
commercialization segment
45,416 137,675 10.3% 8.0% (1)% 10.2% 8.0% (1)%
iii) Acquired development costs
(Terbinafine)
- 3,785 11.3% 8.0% (2)% 11.1% 8.0% (2)%
iv) Acquired development expenses
(Finjuve)
- 16,057 10.9% 8.0% (2)% 10.9% 8.0% (2)%
Total 315,966 183,243

p.t.d.: Pre-tax discount rate; p.t.d.: After-tax discount rate; .a.t.d.: Perpetual income growth rate

Impairment tests assume flat or slightly declining sales, given that most of the portfolios are mature. The gross margin for impairment testing purposes is calculated on the basis of net turnover, net of Procurements and royalties (which are booked as Leases and royalties under Other operating expenses (Note 22)).

As of 31 December 2024 and 2023, according to the estimates and projections available to the Parent Company's Administrators, the forecasts of results and discounted cash flows for the remaining cashgenerating units adequately support the carrying amounts of the related assets and, therefore, the related goodwill.

At 31 December 2024 and 2023, the sensitivity analysis performed due to reasonably possible variations in the main key assumptions (as described in Note 5-d)) does not show any impact due to impairment according to the same variables that were used.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

9. Intangible assets

The itemisation of the balance and changes of this heading in the accompanying consolidated balance sheets as of 31 December 2024 and 2023 is as follows:

Thousands of euros Balance as
at 31
Recognitions
Transfers
December
2023
Derecognitions Translation
differences
Balance as
at 31
December
2024
Industrial property 2,102,789 54,712 38 (8,323) 44,204 2,193,420
Development costs1 87,997 20,354 - - 3,027 111,378
Computer applications 103,326 5,201 4,969 (19,642) 88 93,942
Advances and property, plant and
equipment in progress 55,049 19,511 (5,007) (1,713) - 67,840
Total cost Intangible Assets 2,349,161 99,778 - (29,678) 47,319 2,466,580
Accum. A. Industrial property (1,013,911) (105,771) - 6,561 (20,172) (1,133,293)
Accum. A. Development costs (2,246) (962) - - (35) (3,243)
Accum. A. Computer applications (85,663) (7,703) - 19,490 (74) (73,950)
Total Accum. A. Intangible assets (1,101,820) (114,436) - 26,051 (20,281) (1,210,486)
Impairment losses (295,926) (31,242) - 21,344 (13,303) (319,127)
Net Value Intangible assets 951,415 (45,900) - 17,717 13,735 936,967

1 Additions to the Development expenses heading include €20,354 thousand of internally generated expenses in the fiscal year ending at 31 December 2024.

Thousands of euros Balance as
at 31
December
2022
Recognitions Transfers Derecognitions Translation
differences
Balance as
at 31
December
2023
Industrial property 1,968,785 121,031 178,529 (137,231) (28,325) 2,102,789
Development costs1 81,602 9,016 (33) (1,990) (598) 87,997
Computer applications 94,582 3,586 5,241 (35) (48) 103,326
Advances and property, plant and
equipment in progress 160,526 78,253 (183,737) - 7 55,049
Total cost Intangible Assets 2,305,495 211,886 - (139,256) (28,964) 2,349,161
Accum. A. Industrial property (978,115) (94,779) - 48,888 10,095 (1,013,911)
Accum. A. Development costs (1,503) (739) - - (4) (2,246)
Accum. A. Computer applications (79,056) (6,679) - 26 46 (85,663)
Total Accum. A. Intangible assets (1,058,674) (102,197) - 48,914 10,137 (1,101,820)
Impairment losses (348,144) (47,330) - 89,152 10,396 (295,926)
Net Value Intangible assets 898,677 62,359 - (1,190) (8,431) 951,415

1 Additions to the Development expenses heading include €9,016 thousand of internally generated expenses in the fiscal year ending at 31 December 2023.

The intangible assets described in the table above have finite useful lives, and the majority of them have been acquired from third parties or as part of a business combination, with the exception of the internally generated development costs described further below in this Note. There are no assets subject to debt guarantees.

During 2024, the main additions of intangible assets amounted to €99.8 million, which reflect:

  • In February 2024, a development and licensing agreement was signed with Novo Nordisk for the rights to NN-8828 for the use thereof in various fields, including immune-mediated inflammatory skin diseases. NN-8828 is an IL-21 blocker that inhibits IL-21-induced pathophysiological functions in several immunomodulatory diseases. Under the terms of this agreement, an upfront payment of €10 million was made, and the agreement includes various development milestones (up to a maximum of €140 million) and milestones for reaching certain sales thresholds.
  • In March 2024, an agreement was signed with Eloxx Pharmaceuticals Inc. for the rights to ZKN-013, including its use in orphan dermatological diseases. ZKN-013 is a potentially promising oral drug for reading nonsense mutations, which allows host cells to produce functional proteins that counteract the root cause of these rare dermatological diseases and potentially others.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Under the terms of this agreement, the Group has accrued \$5.4 million (equivalent to €5.0 million), of which \$2.4 million is outstanding as at 31 December 2024 (Note 19-b)). Furthermore, this agreement includes a number of development, marketing and sales milestones for reaching certain sales thresholds, up to a maximum amount of \$464 million.

  • In July 2024, an addendum to the contract with Athenex was signed, amending certain terms of the original contract signed in 2017. As a result of this addendum, \$8.3 million (equivalent to €7.6 million) has been paid for the acquisition of the worldwide rights to the product marketed under the Klisyri trademark.
  • In November 2024, the fourth milestone for sales under the contract with Sun Pharma was accrued, for the amount of \$45 million (equivalent to €43.3 million). It is outstanding as at 31 December 2024 (Note 19-b)).
  • In December 2024, the first sales milestone related to the licensing agreement with MC2 Therapeutics (under which the product Wynzora is marketed), for an amount of €4 million, was paid in January 2025 (Nota 19-b)).
  • Following the EMA's approval of Ebglyss in November 2023 (indicated for atopic dermatitis), certain clinical studies related to this product started to be capitalised (mainly a long-term safety study and a study to collect biomarker data with patients from various countries in Europe). The total amount capitalised in 2024 amounted to €20.4 million.

During the 2023 fiscal year, the main additions of intangible assets amounted to €211.9 million and corresponded to:

  • On 1 January 2023, the agreement signed with MSD International Business GmbH came into force, whereby it agreed to extend the rights for the Spanish territory (which ended on 31 December 2023) for the products marketed under the Efficib and Tesavel trademarks, indicated for the treatment of diabetes and marketed by the Group since 2009. Under the terms of this agreement, the rights were extended up to 31 December 2025, for which €18 million were disbursed by the end of March 2023.
  • On 3 February 2023, a purchase agreement was signed with DFT El Globo S.L. for the rights of several products marketed in Spain under the Physiorelax trademark. Under the terms of the agreement, the Group disbursed approximately €11.7 million in February, with €0.7 million pending payment 18 months after the effective date of the agreement (paid in July 2024).
  • In March 2023, \$7.5 million (equivalent to €7.1 million) were paid pursuant to the addendum to Ilumetri's licence agreement with Sun Pharma. According to the addendum, the Group would disburse up to an additional \$10 million, based on certain regulatory milestones, for a new indication for this product. In addition, in November 2023, the third milestone for sales under the same contract was received for an amount of \$20 million (equivalent to €18.3 million). The payment was made in January 2024, which had been outstanding as at 31 December 2023 (Note 19-b)).
  • In August 2023, an agreement was signed for acquiring, from Novartis AG, the exclusive rights to Prometax® in Spain, a product for treating Alzheimer's disease. As a consequence of this agreement, an asset amounting to €52.7 million was recorded (€45 million paid upfront and €7.7 million corresponding to the net present value of a deferred payment of €10 million payable in December 2028 at the latest, Note 19-b)).
  • In October 2023, the first sales milestone related to the licensing agreement with MC2 Therapeutics (under which the product Wynzora is marketed) was received, for the amount of €2 million.
  • On 17 November 2023, the EMA announced the approval of Ebglyss (indicated for atopic dermatitis), for which the Group has the commercial rights for Europe under the licence agreement signed with Lilly, as explained later in this Note. As a result of this approval, a milestone payment amounting to \$20 million (equivalent to €18.3 million) was received. In addition, following the commercial launch of Ebglyss in Germany in December 2023, a further milestone of \$45 million (equivalent to €41.7 million) was earned. The latter payment was made in January 2024, having been outstanding as at 31 December 2023 (Note 19-b)).

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

  • In December 2023, there was advancement to the next phase of development of IL-2Mu-Fc (linked to the development agreement with Simcere, as explained later in this Note), wherefore a milestone of \$4 million (equivalent to €3.7 million) was earned. The payment was made in January 2024, having been outstanding as at 31 December 2023 (Note 19-b).
  • In December 2023, a research and development agreement was signed with Etherna, which involved a multi-target partnership to develop mRNA-based therapies in medical dermatology. As a result of this agreement, €8.5 million was accrued as an upfront payment for the intellectual property, plus €7.8 million for access to Etherna's technology platform (representing the net present value of 3 payments of €2.8 million each, due in January 2024, December 2024 and December 2025). These amounts were outstanding as of 31 December 2023 (Note 18-b), with the initial payment of €8.5 million euros plus the first payment of €2.8 million euros having been paid in January 2024.
  • As mentioned in Note 5-b), the Group had two development projects that met the capitalisation criteria, and that were completed in 2023. These projects corresponded to complementary studies for the launch of an acne treatment product in China and to a new formulation of a psoriasis treatment already on the European market. The total amount capitalised in 2023 amounted to €3.8 million. In addition, following the EMA's approval of Ebglyss (indicated for atopic dermatitis), certain clinical studies related to this product started to be capitalised (mainly a long-term safety study and a study to collect biomarker data with patients from different countries in Europe). The total amount capitalised in 2023 amounted to €5.2 million.

Disposals for the 2024 financial year are due to termination of the contract with Isolex, which resulted in the write-off of the initial payment made in 2023 (€1.7 million), and due to the discontinuation of one of the products that came from the takeover of Aqua Pharmaceuticals (Altabax), whose net book value amounted to €0.7 million. Both disposals have resulted in a loss of €2.4 million, which has been recorded under "Net gains (losses) on disposal of assets" in the consolidated income statement for the year ended 31 December 2024 (Note 22). In addition, in 2024, computer software that was no longer in use and the net book value of which was zero was derecognised and therefore had no impact on the income statement for the year.

The disposals in 2023 were mainly due to the discontinuation of one of the products that came from the takeover of Aqua Pharmaceuticals (Veltin), which resulted in a loss of €1.2 million recorded under "Net gain on disposal of assets" in the consolidated income statement for the year ended 31 December 2023 (Note 22). In addition, the rights of another of this CGU's products, whose net book value was zero, were derecognised, given that it was completely amortised and impaired, although the gross thereof value amounted to 131.7 million euros, which explains the bulk of the 2023 derecognitions.

In 2024 there are no significant transfers, most of these projects being related to software that has been put into operation during the year. Transfers in 2023 mainly related to Ebglyss, following its approval and subsequent launch at the end of 2023, amounting to €178.5 million.

The translation differences for fiscal years 2024 and 2023 are mainly due to the evolution of the US dollar's exchange rate, mainly linked to the portfolio of 5 speciality products for the treatment of acne, psoriasis and dermatosis, which were acquired from Allergan Sales, LLC and Allergan Pharmaceuticals International Limited ("Allergan").

The itemisation of the main assets included under the intangible assets heading is as follows, by carrying amount:

(Thousands of Euros) Year of
acquisition
Main
products
Carrying
amount
31/12/2024
Carrying
amount
31/12/2023
Initial
useful life
(years)
Residual
useful life
(31/12/2024)
a) Assets from the takeover of Poli Group:
i) Licences and other commercialization rights
(product technology)
2016 Ciclopoli 163,401 184,130 14-18 8-12
ii) Acquired development costs 2016 Finjuve 19,842 21,874 10-15 7-12
b) Rights acquired from Sun Pharma for Europe 2016 Ilumetri 137,453 103,904 15 9
c) Rights acquired from AstraZeneca for Spain 2017 Crestor and
Provisacor
25,158 33,544 10 3
d) Rights acquired from Athenex for the United States
and Europe
2017 Klisyri 54,743 55,513 10 7

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of Euros) Year of
acquisition
Main
products
Carrying
amount
31/12/2024
Carrying
amount
31/12/2023
Initial
useful life
(years)
Residual
useful life
(31/12/2024)
e) Rights acquired from Allergan for the United States 2018 Seysara and
Cordran
Tape
146,183 165,464 5-15 0-9
f) Rights acquired from Lilly for Europe 2019 Ebglyss 160,068 178,496 10 9
g) Rights acquired from MC2 Therapeutics for Europe 2021 Wynzora 16,180 13,920 10 7
h) Rights acquired from Ichnos for the whole world 2021 Anti-IL-1RAP
mAb
20,800 20,800 In progress In progress
i) Development technology and rights acquired from
Evotec for the whole world
2022 N/A 2,900 4,100 5 2.5
j) Rights acquired from Simcere for the whole world
(except China)
2022 IL-2muFc 18,129 18,129 In progress In progress
k) Renewal of rights acquired from MSD for Spain 2023 Efficib and
Tesavel
6,000 12,000 3 1
l) Rights acquired from DFT El Globo S.L. for Europe 2023 Physiorelax 10,023 11,263 10 8
m) Rights acquired from Novartis AG for Spain 2023 Prometax 45,677 50,948 10 9
n) Intellectual property and development technology
acquired from Etherna for the whole world
2023 N/A 13,741 16,362 Ongoing / 3 N/A / 2
o) Rights acquired from Novo Nordisk for Europe 2024 anti-IL-21
mAb
10,000 - In progress N/A
p) Rights acquired from Eloxx Pharmaceuticals for the
whole world
2024 ZKN-013 5,038 - In progress N/A
Costs for developments internally generated N/A 49,047 29,690 10 8
Other intangible assets N/A 32,584 31,278
Total intangible assets 936,967 951,415

The main assets included under this heading as at 31 December 2024 are detailed below:

  • a) Intangible assets acquired from Poli Group in 2016 (as detailed in Note 8) for an initial amount of €428.4 million corresponding mainly to product technology (€348.2 million) and development costs (€80.2 million).
  • b) Marketing rights for Europe for a product to treat psoriasis, under the trade name Ilumetri, deriving from the agreement signed in 2016 with Sun Pharma, under which the Group is obliged to make additional payments of up to \$125 million upon reaching certain net sales thresholds in Europe.
  • c) Marketing rights for Spain arising from the agreement with AstraZeneca signed in 2017 for two products for the treatment of hypertension marketed under the trade name Of Crestor and Provisacor, for an initial amount of €83.9 million.
  • d) Marketing rights for Europe and the United States from the agreement with Athenex, for a product to treat actinic keratosis under the Klisyri trademark. These rights stem from the agreement signed in 2017 with Athenex, which provides for sales milestone payments of up to \$330 million.
  • e) Portfolio of 5 speciality products for the treatment of acne, psoriasis and dermatosis, which were acquired from Allergan Sales, LLC and Allergan Pharmaceuticals International Limited ("Allergan") on 21 September 2018 for €471.2 million (equivalent to US\$548 million), corresponding to the trademarks, intellectual property, regulatory approval documents, and the licenses for being the exclusive distributor of the dermatological products in the United States.
  • f) Development and marketing rights for Europe for the product for treating atopic dermatitis (Lebrikizumab, marketed under the Ebglyss trademark), which was approved by the EMA on 17 November 2023 and launched in December 2023. These rights stem from the agreement signed in 2019 with Dermira (subsequently acquired by Lilly), under which the Group is obligated to make additional payments of up to US\$125 million upon reaching certain net sales thresholds in Europe.
  • g) Marketing rights for Europe for the product for treating psoriasis, marketed under the Wynzora trademark, commercially launched in 2022. These rights stem from the agreement signed in

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

2021 with MC2 Therapeutics and are expected to be paid for sales milestones (up to a maximum of €221 million).

  • h) Worldwide development and marketing rights derived from the agreement signed in 2021 with Ichnos Science for ISB 880, an IL-1RAP antagonist monoclonal antibody for use in autoimmune diseases (Anti-IL-1RAP mAb). The contract provides for additional payments for marketing and development milestones (up to a maximum of 225 million euros) and for sales milestones (up to a maximum of \$400 million).
  • i) Rights related to the research and development agreement with Evotec International GmbH. This agreement was signed in 2022, and the Group may make research and milestone payments of up to €230 million per programme.
  • j) Exclusive licence rights worldwide except for the China region (mainland China, Hong Kong, Macau and Taiwan) for SIM0278, the IL-2 mutant fusion protein (IL-2Mu-Fc) developed by Simcere and drug candidate for the treatment of autoimmune diseases. That agreement was signed in 2022 and the Group may pay out up to \$488 million in development and commercial milestone payments based on achievements in various indications, with a significant portion as sales milestones.
  • k) Renewal of the rights acquired from MSD for Spain for the products marketed under the Efficib and Tesavel trademarks, for an additional period of 3 years (until 31 December 2025).
  • l) Rights acquired from DFT El Globo S.L. in 2023 corresponding to various products marketed in Spain under the Physiorelax trademark.
  • m) Rights acquired from Novartis AG in 2023 for Prometax® in Spain, a product for treating Alzheimer's disease. The agreement provides for an additional payment of €10 million, recorded under "Other non-current liabilities" (Note 19-b)), linked to the fulfilment of a regulatory milestone that is expected to be resolved by 31 December 2028.
  • n) Rights acquired from Etherna in 2023 for research and development of mRNA-based therapies in medical dermatology, as well as access to Etherna's technology platform. The agreement provides for additional payments of 300 million euros, linked to the achievement of certain development and commercial milestones.
  • o) Rights to NN-8828 acquired from Novo Nordisk in 2024 for use in various fields, including immune-mediated inflammatory skin diseases. NN-8828 is an IL-21 blocker that inhibits IL-21 induced pathophysiological functions in several immunomodulatory diseases. The agreement provides for additional payments for various development milestones (up to a maximum of €140 million) and milestones for reaching certain sales thresholds.
  • p) Rights to ZKN-013 acquired from Eloxx Pharmaceuticals Inc. in 2024, including for use in orphan dermatological diseases. ZKN-013 is a potentially promising oral drug for reading nonsense mutations, which allows host cells to produce functional proteins that counteract the root cause of these rare dermatological diseases and potentially others. The agreement includes additional payments for various development and marketing milestones and for reaching certain sales thresholds, up to a maximum amount of \$464 million.

Impairment losses

The Group has conducted the impairment analyses for those intangible assets, both those in progress and those showing indications of impairment. The key assumptions used for the impairment analyses, as well as the related sensitivity analyses, are shown further below in this Note.The itemisation and changes of impairment losses on intangible assets recorded during 2024 and 2023 are as follows:

Thousands of Euros
Balance
as at 31
December
2022
Additions Derecognitions
/ Reversals
Translation
differences
Balance
as at 31
December
2023
Additions Derecognitions
/ Reversals
Translation
differences
Balance
as at 31
December
2024
Industrial property 293,728 47,330 (87,162) (8,598) 245,298 31,242 (21,344) 13,303 268,499
Development costs 52,819 - (1,990) (1,798) 49,031 - - - 49,031
Computer applications 1,597 - - - 1,597 - - - 1,597
Total impairment losses 348,144 47,330 (89,152) (10,396) 295,926 31,242 (21,344) 13,303 319,127

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

At year-end 2024, the Group's Management reassessed the business plan for the products marketed under the Seysara and Cordran Tape brand, which is part of the Allergan CGU portfolio.

  • In the case of Seysara, it has improved its performance in 2024 and, additionally, agreements have been signed to distribute this product in new countries such as Canada and Mexico through the licensee segment. As a result, the business plan has improved mainly due to a higher level of revenues, resulting in a partial reversal of the impairments made in previous years amounting to €21.3 million (equivalent to \$22.9 million). The recoverable amount has been determined using the value-in-use method. After impairment, the net book value of Seysara at 31 December 2024 amounts to €69.7 million (equivalent to \$72.4 million).

At year-end 2023, the Group's Management reassessed the business plan for the product marketed under the Seysara brand, projecting a limited long-term growth of the product, significantly reducing its peak sales, resulting in an impairment of €47.3 million (equivalent to \$50.6 million). The recoverable amount has been determined using the value-in-use method. The net book value of Seysara at 31 December 2023 amounted to €49.8 million (equivalent to \$55.0 million).

  • In the case of Cordran Tape, the product has been experiencing a progressive reduction in sales in recent years. Furthermore, in 2025, as a result of the change of product manufacturer, some temporary market shortages are expected, which will have a negative impact on the level of sales in the medium term. As a consequence, the new business plan drawn up by the Group's Management has resulted in an impairment of €31.3 million (equivalent to \$33.8 million). The recoverable amount has been determined using the value-in-use method. After impairment, the net book value of Cordran Tape at 31 December 2024 amounted to €66.3 million (equivalent to \$68.9 million).

Derecognitions in 2024 and 2023 were mainly due to the derecognition of the rights of the products that were part of the takeover of Aqua Pharmaceuticals and that had been partially impaired (Acticlate and Veltin). Derecognitions in 2024 correspond to the partial reversal of the impairment made in previous years on Seysara (UGE Allergan portfolio), as previously described.

Generated or reversed impairment losses have been recorded under "Impairment losses on property, plant and equipment, intangible assets and goodwill" in the accompanying consolidated income statements for 2024 and 2023.

As of 31 December 2024 and 2023, and as a result of the impairment tests conducted, as indicated in Note 5-d), the accumulated impairment amount in the Intangible Assets heading corresponds mainly to:

  • Impairment of the "Allergan portfolio", corresponding to the Seysara and Cordran Tape products, for a total of €139.1 million (€121.0 million in 2023), as described in the same Note.
  • Impairment of technology acquired in 2013 from Almirall LLC (formerly Aqua Pharmaceuticals, LLC), allocated to each product and defined as a pool of intangible assets totalling €86.9 million in 2024 (€81.7 million in 2023), after the derecognitions of this year.
  • Impairment of acquired development costs as a result of the takeover of Polichem Group following the decision to cease development activities on two projects in the United States and one in Europe: P 3058 (Onychomycosis) in the amount of €7 million and P 3073 (Nail Psoriasis) in the amount of €45.7 million.
  • Impairment of €12 million on marketing rights for various dermatological products acquired from Shire in 2007.

The main assumptions of the impairment tests performed on assets that do not form part of a CGU associated with goodwill (Note 8), on assets that are not yet amortised because they are in progress or on assets for which there are indications of impairment at 31 December 2024 are set out below:

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)
---------------------- --
Thousands
of euros
Assumption 2024 Assumption 2023
Asset or Cash Generating Unit Intangible
assets
p.t.d. a.t.d. p.i.g.r. p.t.d. a.t.d. p.i.g.r.
Rights acquired from Allergan for the United States
(Seysara / Cordran Tape)
146,183 10.5% 8.5% (5)% -
(15%)
8.9% 8.5% (5)% -
(15%)
Rights acquired from Ichnos for the whole world 20,800 11.0% 9.0% (15)% 11.5% 9.0% (15)%
Rights acquired from Simcere for the whole world (except China) 18,129 10.9% 9.0% (15)% 11.0% 9.0% (15)%

In addition, we provide a sensitivity analysis performed on the most significant assets and CGUs that present changes in their carrying value at 31 December 2024 due to reasonably possible variations in key assumptions (as described in Note 5-d). For the other unitemised assets and CGUs, there is no impact due to impairment according to the same variables used:

Cash-Generating Unit Sensitivity analysis Impact on
value
(millions of
euros)
Rights acquired from Allergan for the
United States
-
Increase / Reduction of estimated net sales by 10%
+ 18 / (19)
-
Increase / Reduction of five points in the growth rate.
+ 32 / (9)
-
Increase / Reduction of 0.5% in the discount rate
(5) / +5

10. Right-of-use assets

The balance and changes under this heading in the consolidated balance sheet as of 31 December 2024 and 2023 are broken down as follows:

Thousands of euros Balance as
at 31
December
2023
Recognitions Derecognitions Translation
differences
Balance as
at 31
December
2024
Construction 56,820 5,168 (2,821) 174 59,341
Machinery 137 - (96) - 41
Transport equipment 9,976 3,005 (2,973) - 10,008
Total cost Rights of use 66,933 8,173 (5,890) 174 69,390
Accum. A. Construction (19,117) (4,960) 2,821 (75) (21,331)
Accum. A. Machinery (43) (4) 96 - 49
Accum. A. Transport equipment (4,757) (2,738) 2,973 - (4,522)
Total Accum. A. Rights of use (23,917) (7,702) 5,890 (75) (25,804)
Net Value Rights of use 43,016 471 - 99 43,586
Thousands of euros Balance as
at 31
December
2022
Recognitions Derecognitions Translation
differences
Balance as
at 31
December
2023
Construction 50,178 6,244 - 398 56,820
Machinery 137 - - - 137
Transport equipment 7,302 4,109 (1,435) - 9,976
Total cost Rights of use 57,617 10,353 (1,435) 398 66,933
Accum. A. Construction (14,535) (4,544) - (38) (19,117)
Accum. A. Machinery - (43) - - (43)
Accum. A. Transport equipment (4,429) (1,773) 1,435 10 (4,757)
Total Accum. A. Rights of use (18,964) (6,360) 1,435 (28) (23,917)
Net Value Rights of use 38,653 3,993 - 370 43,016

This heading includes assets corresponding to leasing contracts, which mainly reflect the leasing of offices and transportation equipment (Note 5-e)).

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

The additions for the 2024 financial year relate to the signing of a new contract for the offices of the subsidiary Almirall SaS (France) for a period of 9 years. The additions in 2023 mainly corresponded to the renewal of vehicle contracts of the Group's sales networks and to the contracting of new offices at the subsidiary Almirall Hermal GmbH.

The main asset refers to the lease of the Group's headquarters (Note 28), with a net carrying amount of €26.1 million at 31 December 2024 (€ 30 million at 31 December 2023). The Group's headquarters are leased to the related entity Sinkasen S.L.U., under a contract that was renewed in January 2023 for a period of ten years (until 31 December 2032). There are no other contracts that are individually relevant.

The payments made in the financial years 2024 and 2023 for leases amounted to €8,582 thousand and €6,913 thousand, respectively.

The itemisation of lease liabilities as of 31 December 2024 and 2023 is as follows, together with their future maturities (which coincide with the minimum future payments):

Balance
as at 31
December
2024
Balance
as at 31
December
2023
Liabilities for leasing
Non-current 37,521 37,605
Current 7,061 6,206
Total 44,582 43,811
Liabilities for leasing Maturities Thousands of
Euros
Up to 6 months 3,790
Current From 6 months to 1
year 3,271
Non-current From 1 to 2 years 7,235
From 2 to 3 years 6,290
From 3 to 4 years 5,688
From 4 to 5 years 5,032
More than 5 years 13,276
Total 44,582

11. Property, plant and equipment

The changes under this heading in the consolidated balance sheets for 2024 and 2023 were as follows:

Thousands of euros Balance as
at 31
December
2023
Recognitions Transfers Derecognitions Translation
differences
Balance as
at 31
December
2024
Land and construction 96,287 1,019 7,264 (1,826) 2 102,746
Technical installations and machinery 102,954 1,874 1,887 (1,815) 35 104,935
Other facilities, tools and furnishings 252,333 7,300 10,247 (15,153) 99 254,826
Other property, plant and equipment
Advances and property, plant and equipment in
20,066 1,660 609 (7,913) 24 14,446
progress 32,661 17,982 (20,007) (7) 283 30,912
Total cost Property, plant and equipment 504,301 29,835 - (26,714) 443 507,865
Accum. A. Land and construction (53,779) (2,315) - - (2) (56,096)
Accum. A. Technical installations and machinery (65,830) (3,994) - 1,771 (8) (68,061)
Accum. A. Other facilities, tools and furnishings (226,551) (8,852) - 15,601 (57) (219,859)
Accum. A. Other property, plant and equipment (16,854) (1,785) - 8,592 (12) (10,059)
Total Accum. A. Property, plant and equipment (363,014) (16,946) - 25,964 (79) (354,075)
Impairment losses - - - - - -
Net value Property, plant and equipment 141,287 12,889 - (750) 364 153,790

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)
Thousands of euros Balance as
at 31
December
2022
Recognitions Transfers Derecognitions Translation
differences
Balance as
at 31
December
2023
Land and construction 96,579 521 381 (1,214) 20 96,287
Technical installations and machinery 98,329 1,057 5,069 (1,504) 3 102,954
Other facilities, tools and furnishings 244,887 7,152 2,378 (2,061) (23) 252,333
Other property, plant and equipment
Advances and property, plant and equipment in
18,636 1,818 377 (770) 5 20,066
progress 18,099 22,951 (8,205) - (184) 32,661
Total cost Property, plant and equipment 476,530 33,499 - (5,549) (179) 504,301
Accum. A. Land and construction (52,476) (2,321) - 1,039 (21) (53,779)
Accum. A. Technical installations and machinery (63,864) (3,467) - 1,504 (3) (65,830)
Accum. A. Other facilities, tools and furnishings (221,554) (6,964) - 2,107 (140) (226,551)
Accum. A. Other property, plant and equipment (14,585) (3,007) - 745 (7) (16,854)
Total Accum. A. Property, plant and equipment (352,479) (15,759) - 5,395 (171) (363,014)
Impairment losses - - - - - -
Net value Property, plant and equipment 124,051 17,740 - (154) (350) 141,287

The additions in 2024 are mainly due to improvements at the production facilities of the Group's pharmaceutical plants, as well as improvements at the Group's headquarters and R&D centre. The additions in 2023 were mainly due to reconstruction work at the chemical plant belonging to the subsidiary Ranke Química S.L. (which partially burnt down at the end of July 2022), improvements at the production facilities of the Group's pharmaceutical plants, as well as improvements at the Group's headquarters.

The transfer of property, plant and equipment in progress, carried out by the Group in the fiscal years ending on 31 December 2024 and 2023, corresponds basically to the transfer of investment projects at the production centres that began operations during those years.

During 2024 and 2023, several assets that were fully depreciated and in disuse, mainly consisting of production centres located in Spain, have been written off.

The main properties owned by the Group, as well as the subsidiary to which they belong, the country where they are located and the net book value (also including machinery, laboratory equipment and other items at these locations) at the end of 2024 and 2023 are detailed below (in thousands of euros):

Type of property Country Subsidiary Carrying
amount
31/12/2024
Carrying
amount
31/12/2023
Chemical plants Spain Ranke Química, S.A. 12,097 10,784
Pharmaceutical plant Spain Industrias Farmacéuticas Almirall, S.A. 46,493 45,703
Pharmaceutical plant Germany Almirall Hermal GmbH 42,406 33,589
R&D Centre Spain Almirall, S.A. 28,291 26,267

Details of the criteria according to which these assets are assessed for indications of impairment can be found in Note 5-d). As of 31 December 2024 and 2023, the Group does not hold any non-impaired assets that are not used in operations.

The Group occupies various facilities under operating leases, as indicated in Note 10.

The Group has taken out insurance policies to cover the possible risks to which the various items of its property, plant and equipment are subject, as well as the possible claims that may arise in the course of its operations, and it considers that these policies sufficiently cover the risks to which these items are subject.

No property, plant and equipment is subject to any mortgage guarantee.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

12. Non-current financial assets/current financial assets/cash equivalents and other current assets

As explained in Note 5-i) and pursuant to IFRS 9, the Group classifies its financial assets into the following measurement categories:

  • those subsequently measured at fair value (either through other comprehensive income or through profit or loss), and
  • those that are measured at amortised cost.

Thus, this classification is distributed as follows:

  • Financial assets measured at fair value through profit or loss: these assets do not meet the criteria for classification at amortised cost in accordance with IFRS 9 because their cash flows do not only represent payments of principal and interest. Consequently, this heading includes not only the balances receivable arising from recognition of the sale of the respiratory business in 2014, as explained below in this Note (agreement with Covis), but also the derivative financial instruments that do not qualify for hedge accounting.
  • Financial assets measured at fair value through other comprehensive income: this heading includes equity instruments over which the Group does not have control, wherefore they are not included within the scope of consolidation. As of 31 December 2024 and 2023, there are no such instruments.
  • Financial assets valued at amortised cost: this heading includes fixed-income investments made through deposits with maturities of less than one year, mainly in euros, although they may occasionally be in foreign currencies in the event of a surplus (normally dollars). At the date of initial application, the Group's business model is to hold these investments in order to receive contractual cash flows that only represent payments of principal and interest on the principal amount.

Non-current financial investments

The composition and changes under this heading in the consolidated balance sheet in 2024 and 2023 were as follows:

Thousands of euros Balance as
at 31
December
2023
Recognitions Changes in
fair value
Transfers Derecognitions Translation
differences
Balance as
at 31
December
2024
Fair value through profit or loss 20,893 - 2 (6,197) - - 14,698
Fair value, changes in equity - - - - - - -
Amortised cost 8,602 237 - - (7,365) 178 1,652
Total cost 29,495 237 2 (6,197) (7,365) 178 16,350
Fair value through profit or loss - - - - - - -
Fair value, changes in equity - - - - - - -
Amortised cost (6,617) - - - 6,763 (146) -
Total impairment (6,617) - - - 6,763 (146) -
Net Value 22,878 237 2 (6,197) (602) 32 16,350

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

Thousands of euros Balance as
at 31
December
2022
Recognitions Changes in
fair value
Transfers Derecognitions Translation
differences
Balance as
at 31
December
2023
Fair value through profit or loss 32,902 - 2,994 (15,003) - - 20,893
Fair value, changes in equity - - - - - - -
Amortised cost 8,608 818 - - (578) (246) 8,602
Total cost 41,510 818 2,994 (15,003) (578) (246) 29,495
Fair value through profit or loss - - - - - - -
Fair value, changes in equity - - - - - - -
Amortised cost (6,855) - - - - 238 (6,617)
Total impairment (6,855) - - - - 238 (6,617)
Net Value 34,655 818 2,994 (15,003) (578) (8) 22,878

Assets at fair value through profit or loss

Assets at fair value through profit or loss consist entirely of the financial asset linked to the agreement with Covis. This asset originated in November 2014 when the Group transferred to AstraZeneca the rights to part of its respiratory franchise (Eklira and Duaklir, and other brands with the compound aclidinium bromide), which included several components that involved receiving cash and deferred payments based on certain future milestones. On 5 January 2022, the agreement between AstraZeneca and Covis for the transfer of these rights entered into force. The agreement with AstraZeneca was novated to Covis, and as a result, in addition to continuing to receive royalty payments under the terms initially established with AstraZeneca, the Parent Company received US\$10 million (equivalent to €8.8 million) on the date when the transaction was completed, as well as US\$40 million in different tranches until September 2023 (25 million in 2022 and 15 million in 2023), mainly linked to certain changes in the initially established milestone structure. At 31 December 2024, the remaining amount receivable consists entirely of the net present value of royalties receivable from 2026 onwards. The royalties receivable in 2025 are classified under the heading "Trade and other receivables" (Note 15).

The fair value of this transaction was determined upon initial recognition by an independent expert. The method used consisted in discounted cash flows adjusted for the probability of success of certain risks associated with the different phases of the products. Using this method, the future cash flows generated by the asset are estimated (converted from US dollars to euros at the exchange rate according to the range of dates stipulated in the agreement) for the estimated marketing period, taking into account the expiration of the patent. These cash flows are discounted at a rate that reflects the current required rate of return on the market and the specific risks of the asset. Changes in the fair value of this financial asset are recorded under the heading "Other income" in the consolidated income statement (Note 22).

The main assumptions and considerations applied in the valuation of financial assets as of 31 December 2024 are as follows:

  • Level of revenue reached in future years derived from the contract with Covis.
  • Discount rate: depending on the countries where the cash flows will be obtained by Covis, resulting in an overall weighted average of approximately 11.5%.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

The changes of these assets in the Consolidated Balance Sheet and the cash flows that have occurred, as shown in detail in the Consolidated Cash Flow Statement, are detailed below:

Thousands of euros Balance as
at 31
December
2023
Changes in
fair value
Transfers Cash Flow Balance as
at 31
December
2024
Non-current financial assets (Note 12) 20,893 2 (6,197) - 14,698
Trade and other receivables (Note 15) 13,198 - 6,197 (13,152) 6,243
Total 34,091 2 - (13,152) 20,941
Thousands of euros Balance as
at 31
December
2022
Changes in
fair value
Transfers Cash Flow Balance as
at 31
December
2023
Non-current financial assets (Note 12)
32,902 2,994 (15,003) - 20,893
Trade and other receivables (Note 15) 29,996 - 15,003 (31,801) 13,198

The cash flows for 2024 and 2023 have been received mainly from Covis. The cash flows for 2024 correspond entirely to royalties, whilst those for 2023 correspond to 3 of the aforementioned tranches (€13.8 million) and the remainder to royalties (€18.0 million).

Assets at amortised cost

Assets at amortised cost mainly consist of long-term deposits. As at 31 December 2023, there were loans to the company to which the subsidiary ThermiGen LLC was sold in 2021. (Celling Aesthetics LLC and other related companies), which were fully impaired. At the end of 2024, an agreement was reached with this company to settle the outstanding debt, whereby \$0.5 million (equivalent to €0.5 million) has been collected. As a result, this debt has been derecognised and the positive impact of its collection recorded under other financial income in the consolidated income statement (Note 22).

Current financial investments

At 31 December 2024, this heading mainly includes accrued interest receivable and short-term guarantees. In the case of short-term investments that do not meet the criteria to be considered cash equivalents (Note 13), they are classified under this heading. Investments made during 2024 earned an average interest rate of 3.6% (4.1% in 2023).

13. Cash and cash equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks and other short-term, highly liquid investments with an original maturity of three months or less, as explained in Note 5-h), otherwise they are considered current financial investments).

Part of the bank accounts are interest-bearing, with an average accrued interest of 1.8% in 2024 (2.5% in 2023).

14. Stocks

On 31 December 2024 and 2023 the composition of this heading is as follows:

Thousands of Euros
31/12/2024 31/12/2023
Raw materials and packaging materials 45,748 51,702
Semi-finished products 29,283 23,280
Goods 14,393 14,711
Finished products 82,267 77,677
Advances to suppliers 92 158
Total 171,783 167,528

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

The balance of inventories in the preceding table is presented net of balances impaired due to obsolescence and slow turnover, which, at 31 December 2024 and 2023, amounts to €13,685 thousand and €12,852 thousand, respectively.

No stock is subject to warranty. On 31 December 2024 and 2023, there are no commitments to purchase stock that are worthy of note.

15. Trade and other receivables

On 31 December 2024 and 2023 the composition of this heading is as follows:

Thousands of Euros
31/12/2024 31/12/2023
Trade receivables for sales and services 120,816 109,005
Receivable from Covis Pharma (Note 12) 6,243 13,198
Other receivables 27,902 11,480
Provision for impairment losses (3,517) (2,185)
Total 151,444 131,498

The balance of "Provision for impairment losses" includes €414 thousand at 31 December 2024 (€411 thousand at 31 December 2023) as a result of applying the "expected loss" model (simplified approach) provided for in IFRS 9 (Note 5-i).

Detailed below is the balance of receivables according to their maturity at 31 December 2024 and 31 December 2023:

Thousands of euros
Trade
receivables for
sales and
services
Receivable from
Covis Pharma
Other
receivables
Valuation
adjustments for
impairment
Total receivables
Not matured 95,713 6,243 27,902 - 129,858
Less than 30 days 18,774 - - - 18,774
From 30 to 60 days 3,197 - - (385) 2,812
From 60 to 90 days 638 - - (638) -
From 90 to 180 days 1,318 - - (1,318) -
From 180 to 360 days 383 - - (383) -
More than 360 days 793 - - (793) -
Balance
as
at
31
December 2024 120,816 6,243 27,902 (3,517) 151,444
Thousands of euros
Trade
receivables for
sales and
services
Receivable from
Covis Pharma
Other
receivables
Valuation
adjustments for
impairment
Total receivables
Not matured 89,694 13,198 11,480 - 114,372
Less than 30 days 12,098 - - - 12,098
From 30 to 60 days 3,437 - - - 3,437
From 60 to 90 days 1,342 - - - 1,342
From 90 to 180 days 1,575 - - (1,326) 249
From 180 to 360 days 574 - - (574) -
More than 360 days 285 - - (285) -
Balance
as
at
31
December 2023
109,005 13,198 11,480 (2,185) 131,498

There is no concentration of credit risk with respect to trade receivables, since the Group has a large number of customers. The bulk of the distribution of proprietary medicinal products is through distributors and wholesalers, wherefore the Group's exposure to retailers is very limited.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

As of 31 December 2024, the percentage of balances with public administrations for the hospital business, out of the total Receivables, amounts to 4.7% (6.8% on 31 December 2023).

There are no guarantees on customer balances.

Receivables other than financial assets related to Covis (Note 12) are stated at nominal value, since there are no significant differences from their fair value.

The heading 'Other debtors' includes the outstanding collection of loans related to the research granted as described in Note 19-b).

The balance of the foreign currency receivables totals €34,757 thousand at 31 December 2024 (€40,194 thousand at 31 December 2023). Given the amounts and associated maturities, the potential impact of exchange rate fluctuations is not considered significant.

16. Equity

Share capital

The Parent Company's share capital as at 31 December 2024 is represented by 213,468,718 shares with a par value of €0.12, fully subscribed and paid up (209,393,724 shares as at 31 December 2023).

On 12 June 2024, a total of 4,074,994 new shares from the flexible dividend of the Parent Company were admitted to trading on the Barcelona, Madrid, Bilbao and Valencia stock exchanges. These shares were representative of the holders of 91.5% of the rights to be allotted shares at no charge, who opted to receive new shares instead of cash. Consequently, the share capital of the Parent Company following the bonus issue of shares increased by €488,999.28.

On 7 June 2023, a total of 3,488,113 new shares from the flexible dividend of the Parent Company were admitted to trading on the Barcelona, Madrid, Bilbao and Valencia stock exchanges. These shares were representative of the holders of 92.2% of the rights to be allotted shares at no charge, who opted to receive new shares instead of cash. Consequently, the share capital of the Parent Company following the bonus issue of shares increased by 418,573.56 euros.

Subsequently, on 12 June 2023, a total of 24,390,243 shares belonging to the same class and series as the shares currently outstanding were issued, by means of cash contributions and excluding the preemptive subscription rights of the Company's shareholders, through a private placement aimed exclusively at qualified investors. This placement was finally closed with an issue price of 8.2 euros per share, representing a total disbursement of 199,999,992.6 euros. After deducting the costs of the capital increase, the total funds received by the Parent Company amounted to 197.8 million euros. As a result, the share capital of the Parent Company following this capital increase was increased by 2,926,829.16 euros, amounting to 25,127,246.88 euros on 31 December 2023.

As of 31 December 2024 and 2023, all of the Parent Company's shares were listed on the Spanish stock exchanges, and there were no statutory restrictions on their free transfer. Moreover, pursuant to the shareholders' agreement signed on 28 May 2007, first refusal rights, and put and call options have been granted between ultimate shareholders in the Parent Company with respect to the shares of one of such shareholders.

The shareholders with significant holdings in the share capital of Almirall, S.A., both direct and indirect, in excess of 3% of the share capital, of which the Parent Company is aware, according to the information contained in the official records of the National Securities Market Commission (CNMV) as of 31 December 2024 and 2023, are as follows:

Name or company name % Interest % Interest
of the direct shareholder 31/12/2024 31/12/2023
Grupo Plafin, S.A. 44.5% 44.5%
Grupo Corporativo Landon, S.L. 15.6% 15.6%
Norbel Inversiones 5.1% 5.1%
Wellington Management - 5.0%
Total 65.2% 70.2%

As of 31 December 2024 and 2023, the Parent Company was not aware of any other holdings equal to or greater than 3% of the share capital or voting rights of the Parent Company, which, although less

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

than the established percentage, would enable the exercise of significant influence over the Parent Company.

Legal reserve

The part of the balance of the legal reserve that exceeds 10% of the previously increased capital may be used for a capital increase. Except for the aforementioned purpose, and provided that it does not exceed 20% of the share capital, this reserve may only be used to offset losses if there are no other reserves available that are sufficient for this purpose.

The amount of €4,275 thousand present in this account as at 31 December 2024 and 2023 corresponds to the balance of the Parent Company's legal reserve, which is not fully funded.

Share premium

The Spanish Capital Companies Act expressly permits the use of the share premium balance to increase capital and does not establish any specific restrictions on the availability of this balance.

As a consequence of the increase in fully-paid share capital resulting from the flexible dividend, this item was increased by the difference between the par value of the shares and the value equivalent to the dividend, which amounts to €36,008 thousand.

After this capital increase, the balance of the share premium item amounted to €581,874 thousand at 31 December 2024 (€545,866 thousand at 31 December 2023).

Other reserves

The itemisation of this account is as follows:

Thousands of euros
31/12/2024 31/12/2023
Reserves Investments Canary Islands 3,485 3,485
Reserve amortised capital 30,540 30,540
Reserve merger 4,588 4,588
Revaluation reserve 2,539 2,539
Reserve for share-based payments 1,127 -
Other voluntary reserves 720,102 820,041
Subtotal Other reserves of the Parent Company 762,381 861,193
Reserves in consolidated companies 79,329 57,649
Treasury shares (2,781) (2,858)
Total other reserves 838,929 915,984

As described in Note 5-s), in 2024 the Group has established new remuneration plans that will be partially equity-settled. Under the heading "Reserve for share-based payments" is the amount accrued at 31 December 2024 for the portion to be settled in shares (there were no such plans at 31 December 2023).

Also, there is a limit on distributions that would reduce the balance of reserves to an amount of less than the total outstanding balance of the Parent Company's development costs, which amount to €33.5 million at 31 December 2024 (€14.1 million at 31 December 2023).

  • Reserves Investments Canary Islands

In compliance with the requirements of Law 19/1994, and in order to be able to benefit from the tax incentives that it establishes, the Parent Company allocates to these Reserves for Canary Islands Investments (R.I.C.) part of the profits obtained by the establishment located in the Canary Islands, which is a restricted reserve since the assets of which it consists must remain within the company.

On 31 December 2024 and 2023, the balance of these reserves amounts to €3,485 thousand.

  • Reserves for amortized capital

In accordance with the revised text of the Spanish Capital Companies Act, these reserves may only be used subject to the same requirements as for the reduction of share capital.

On 31 December 2024 and 2023, the balance of these reserves amounts to €30,540 thousand.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

  • Liquidity contract and treasury shares

The Parent Company has a liquidity contract with a financial intermediary, effective as from 4 March 2019, with the aim of favouring liquidity and stability of prices of the Company's shares, within the limits established by the General Shareholders' Meeting and by current regulations, in particular, Circular 1/2017, of 26 April, of the National Securities Market Commission (CNMV), on liquidity contracts. This contract means that as at 31 December 2024 the Parent Company holds treasury shares representing 0.10% of the share capital (0.09% at 31 December 2023) and an overall nominal value of €24.6 thousand (€23.0 thousand at 31 December 2023), which have been recognised in accordance with EU-IFRS. The average acquisition price of these shares was €8.4 per share (€8.6 at 31 December 2023). The treasury shares held by the Parent Company are intended to be traded on the market.

Valuation adjustments and other adjustments

The amount of this item amounted to -€31,867 thousand as at 31 December 2024 (-€33,205 thousand at 31 December 2023), and is mainly related to:

  • Net accumulated actuarial losses due to recalculations of the valuations of the retirement benefit obligations as a result of changes in the calculation assumptions: -€21,775 thousand at 31 December 2024, (-€23,113 thousand at 31 December 2023).
  • Financial assets measured at fair value through other comprehensive income: in accordance with the application of IFRS 9 (see Note 12), under this heading the Group recorded the impairment losses of the investees Suneva Medical Inc. and Dermelle LLC. The accumulated balance is - €10,092 thousand at the end of both years.

Translation differences

This heading in the accompanying consolidated balance sheet includes the net amount of exchange differences arising due to translation into the Group's reporting currency of the equity of companies with a functional currency other than the euro.

At 31 December 2024 and 2023, the balance of this heading is itemised, by companies, as follows:

Thousands of Euros
31/12/2024 31/12/2023
Almirall Inc / Almirall LLC (USA) 56,792 41,609
Almirall Limited (UK) (238) (956)
Other subsidiaries 2,854 3,174
Total translation differences 59,408 43,827

The changes in the years ending on 31 December 2024 and 2023 were as follows:

Thousands
of euros
Balance as at 31 December 2022 51,526
Variations due to exchange
differences
(7,699)
Balance as at 31 December 2023 43,827
Variations due to exchange
differences
15,581
Balance as at 31 December 2024 59,408

The change in translation differences generated in 2024 and 2023 is due to the variation due to exchange rate differences, mainly derived from the subsidiaries Almirall Inc. and Almirall LLC (both U.S.).

17. Deferred income

The movement and balance of this heading for the financial year ending 31 December 2024 are as follows:

Thousands
of Euros
Balance as at 31 December 2023 -

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)
Balance as at 31 December 2024 4,485
Allocation to income (Note 22) (2,938)
Additions 7,423

The additions correspond to the difference between the nominal value and the fair value of the loans granted by the CDTI (Note 19-b)). The allocation to income corresponds to the income accrued on the basis of the progress of each of the financed projects (mainly between 1 and 2 years), which is recorded under the heading "Other income" in the consolidated income statement (Note 22).

18. Financial liabilities

As detailed in Note 5-i), the Group classifies its financial liabilities into the following measurement categories:

  • Financial liabilities measured at amortised cost: this heading includes mainly unsecured bonds, bank loans and revolving credit facilities. At the date of initial application, the Group's business model is to maintain this financing to pay contractual cash flows that represent only payments of principal and interest on the principal amount.
  • Financial liabilities measured at fair value with variations in the profit and loss account: The Group currently holds derivative financial instruments in this category, as described in Note 5-j) and further below in this note.

The composition of the debts with credit institutions and other financial liabilities as of 31 December 2024 and 2023 was as follows:

Balance Non-current
Limit drawn down
(*)
Current 2026 2027 Rest Total
Financial liabilities at amortised cost
Credit facilities 275,000 - - - - - -
Loans with credit institutions 80,000 45,000 10,000 10,000 10,000 15,000 35,000
Senior unsecured bonds 300,000 297,993 - 297,993 - - 297,993
Financial liabilities at fair value through profit or
loss
Liabilities for derivative financial instruments N/A 2,046 2,046 - - - -
Accrued interest to be paid N/A 2,327 2,327 - - - -
Total as at 31 December 2024 655,000 347,366 14,373 307,993 10,000 15,000 332,993

(*) Balance drawn down net of issuance costs.

Balance Non-current
Limit drawn
down (*)
Current 2025 2026 Rest Total
Financial liabilities at amortised cost
Credit facilities 275,000 - - - - - -
Loans with credit institutions 80,000 55,000 10,000 10,000 10,000 25,000 45,000
Senior unsecured bonds 300,000 296,851 - - 296,851 - 296,851
Financial liabilities at fair value through profit or
loss
Liabilities for derivative financial instruments N/A 1,569 1,569 - - - -
Accrued interest to be paid N/A 2,399 2,399 - - - -
Total as at 31 December 2023 655,000 355,819 13,968 10,000 306,851 25,000 341,851

(*) Balance drawn down net of issuance costs.

Senior unsecured bonds

On 22 September 2021, the Parent Company proceeded to conclude and disburse an issuance of senior unsecured bonds for an aggregate nominal amount of €300 million, at a fixed annual interest rate of 2.125%, maturing on 22 September 2026. The bonds were placed among qualified investors by BNP Paribas and JP Morgan AG, as coordinating entities. The effective interest rate of these bonds is 2.5%.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

The debt from these bonds is stated at the nominal amount (€300 million) net of issuance costs (which amounted to €5.6 million), which are recorded over the life of the bonds at amortised cost using the effective interest method.

Debts with credit institutions

Details of debts with credit institutions as of 31 December 2024 and 2023 are as follows:

Limit Balance
drawn
down
Final maturity Nominal interest rate Effective interest
rate
Debts with credit institutions
Revolving credit facility 275,000 - 02/02/2028 4.87% (Euribor + Margin) 4.87%
European Investment Bank Loan 80,000 45,000 17/04/2029 1.65% 1.65%
Total as at 31 December 2024 355,000 45,000
Limit Balance
drawn
down
Final maturity Nominal interest rate Effective interest
rate
Debts with credit institutions
Revolving credit facility 275,000 - 17/07/2024 5.16% (Euribor + Margin) 5.16%
European Investment Bank Loan 80,000 55,000 17/04/2029 1.65% 1.65%
Total as at 31 December 2023 355,000 55,000

On 17 July 2020, the Parent Company arranged a revolving credit facility for €275 million, for an initial term of three years with the possibility of an extension for an additional year (this renewal was granted on 30 June 2021), and this facility was earmarked for general corporate purposes. The credit facility contract obliges the Parent Company to comply with a series of covenants, including most notably compliance with a certain ratio of "Consolidated net financial debt / consolidated EBITDA". This covenant is fulfilled on 31 December 2024 and 2023.

On 2 February 2024, this policy was novated for the same amount, maintaining the same contractual conditions and for an initial term of 4 years (with the possibility of an extension of 1 additional year), intended for general corporate uses.

On 27 March 2019, the Parent Company arranged a loan facility with the European Investment Bank (EIB) for up to €120 million to fund its research and development efforts, with the objective of providing cutting-edge innovation and differentiated therapies in the area of medical dermatology. On 17 April 2019, the first tranche of €80 million was granted, with 32 equal repayments of principal between 17 July 2021 and 17 April 2029, with the latter date being the final maturity. Due to the issue of new debt in 2021, the interest rate increased by 0.30%. The loan agreement requires the Parent Company to comply with a series of covenants, including most notably compliance with a "Consolidated net financial debt / consolidated EBITDA" ratio and a "Financial leverage of subsidiaries / consolidated EBITDA" ratio. Both covenants are fulfilled on 31 December 2024 and 2023.

Derivative financial instruments

On 10 May 2018, the Ordinary General Meeting of Shareholders arranged the completion of a swap transaction of interest rate and shares ("Equity swap"). This transaction entered into force by means of a contract dated 11 May 2018 with Banco Santander, S.A., whereby Almirall S.A. is bound to pay variable interest to the bank as compensation and Banco Santander, S.A. undertakes, as the acquirer of underlying ordinary shares of the company Almirall S.A. with a maximum nominal limit of 2.99% of the share capital (5,102,058 shares or €50 million), to hand over the dividend received for its investment in Almirall S.A. Said instrument was renewed in December 2023 for a term of 2 years.

In addition, when the fair value is less than 85% of the cost value, the Group must offset the loss by contributing cash to the bank (in this case reducing the recognised value of the derivative). Once a settlement has been made, if the fair value exceeds 110% of the last value at which a settlement occurred, then the Group will reclaim the payments made proportionately up to 100% of the initial value of the derivative (always limited to the cost of acquisition by Banco Santander). For this reason, the Group has opted to classify this asset/liability as current.

Consequently, under the heading "Assets resulting from derivative financial instruments" (in the case of unrealised gains) or "Liabilities resulting from derivative financial instruments" (in the case of

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

unrealised losses), the fair value of the derivative has been recognised, which corresponds to the difference between the fair value of the underlying asset and the acquisition cost of the shares for Banco Santander (2,510,952 shares equivalent to €35.1 million, corresponding to 1.2% of the Parent Company's share capital).

The following table details the impacts at 31 December 2024 and 2023:

Thousands of euros
31/12/2024 31/12/2023
Underlying asset:
Fair value 20,678 21,155
Acquisition cost 35,073 35,073
Capital gain / (capital loss) (14,395) (13,918)
Disbursements made to date 12,349 12,349
Asset / (liability) per derivative financial instrument (2,046) (1,569)
Profit / (Loss) for the year (Note 22) (477) (1,544)

Other financial debt considerations

At the date of drafting these consolidated financial statements, the Parent Company's Administrators consider that no breach of the aforementioned obligations (including the aforementioned series of covenants) has occurred.

The interest accrued and payable at 31 December 2024 amounts to €2,327 thousand (€2,399 thousand at 31 December 2023), and it corresponds mainly to senior unsecured bonds.

The average cost of debt for the years ending on 31 December 2024 and 2023 was 1.5% and 1.4%, respectively. The Group's exposure to interest rate risk is limited at 31 December 2024 (Note 32).

Moreover, in application of the amendment to IAS 7, below we provide a reconciliation of the cash flows arising from financing activities with the corresponding liabilities in the opening and closing consolidated balance sheet, separating the movements that involve cash flows from those that do not.

Balance as
at 01
January
2024
Cash Flow Interest
paid
Interest
accrued
Changes in
fair value
Balance as
at 31
December
2024
Financial liabilities at amortised cost
Credit facilities - - - - - -
Loans with credit institutions 55,000 (10,000) - - - 45,000
Senior unsecured bonds 296,851 - - 1,142 - 297,993
Financial liabilities at fair value through profit
or loss
Liabilities for derivative financial instruments 1,569 - - - 477 2,046
Accrued interest to be paid 2,399 - (10,537) 10,465 - 2,327
Total Financial debt 355,819 (10,000) (10,537) 11,607 477 347,366
Balance as
at 01
January
2023
Cash Flow Interest
paid
Interest
accrued
Changes in
fair value
Balance as
at 31
December
2023
Financial liabilities at amortised cost
Credit facilities
- - - - - -
Loans with credit institutions
Senior unsecured bonds
65,000
295,758
(10,000)
-
-
-
-
1,093
-
-
55,000
296,851
Financial liabilities at fair value through profit
or loss
Liabilities for derivative financial instruments
Accrued interest to be paid
25
2,377
-
-
-
(10,214)
-
10,236
1,544
-
1,569
2,399
Total Financial debt 363,160 (10,000) (10,214) 11,329 1,544 355,819

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

19. Trade payables and Other liabilities

a) Trade payables

On 31 December 2024 and 2023 the composition of this item is as follows:

Thousands of Euros
31/12/2024
31/12/2023
Suppliers 80,223 82,657
Trade payables 106,302 98,697
Total short-term trade payables 186,525 181,354

The balance of this heading is mainly composed of suppliers of active ingredients and proprietary medicinal products, either companies that specialise in manufacturing for third parties or the laboratories that own the licensed products (Note 9); suppliers of R&D services (for the management of clinical trials or as a consequence of a development agreement); suppliers of logistics, regulatory, marketing and market access services; and suppliers of other services that support the entire value chain in terms of information technology, consulting and human resources.

In addition, this heading includes the amounts pending payment in the short term for contributions to health systems, as detailed in Note 5-p).

b) Other current and non-current liabilities

On 31 December 2024 and 2023 the composition of this item is as follows:

Thousands of Euros
Non-current
Current 2026 2027 Rest Total
Loans linked to research 1,121 327 516 19,272 20,115
Debts for purchases of fixed assets 62,898 - - 8,224 8,224
Remuneration to be paid 38,624 2,069 4,895 1,508 8,472
Long-term tax liabilities - - - 6,573 6,573
Other debts 311 - - 4,454 4,454
Total as at 31 December 2024 102,954 2,396 5,411 40,031 47,838
Thousands of Euros
Non-current
Current 2025 2026 Rest Total
Loans linked to research 1,004 1,096 444 5,040 6,580
Debts for purchases of fixed assets 89,256 2,494 - 7,831 10,325
Remuneration to be paid 30,150 2,579 2,093 6,428 11,100
Long-term tax liabilities - - - 6,698 6,698
Other debts 93 - - 4,459 4,459
Total as at 31 December 2023 120,503 6,169 2,537 30,456 39,162

Loans linked to research refer mainly to subsidised-interest loans and/or grace periods granted by the Ministry of Science and Technology to promote research, and are presented as described in Note 5-i). The granting of these loans is subject to compliance with carrying out certain investments and expenses during the years for which they are granted, and the loans mature between 2023 and 2041. In the first half of 2024, various loans were granted for a nominal value of €26.0 million. The difference between the nominal value and the fair value of said loans is recorded under deferred income (Note 17).

Debts for purchases of fixed assets refer basically to disbursements pending the acquisition of goods, products and marketing licenses contracted in the fiscal year and prior years. The current balance as at 31 December 2024 mainly includes the outstanding payments with Sun Pharma. Eloxx Pharmaceuticals Inc. and MC2 Therapeutics described in Note 9 (equivalent to a total of €49 million), the latter two having been paid in January 2025 (approximately €6.6 million). The current balance at 31 December 2023 mainly included the outstanding payments with Sun Pharma, Lilly, Etherna and

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Simcere described in Note 9 (equivalent to a total of €75 million), which had been paid in January 2024. Additionally, the balance classified as non-current corresponds to the agreements signed in 2023 with Novartis, described in Note 9.

As at 31 December 2024 and 31 December 2023, the balance of Remunerations to be paid mainly includes the balances to be paid to employees for the accrued portions of special payments, as well as the Group's bonuses for achieving targets and the provision for long-term remunerations, both the SEUS plan and the Performance Shares Plan (see Note 5-s)).

As a result of the application of IFRIC 23 "Uncertainty over income tax treatments" (Note 5-q)), at 31 December 2024, €6,573 thousand is classified as "Long-term tax liabilities" (€6,698 thousand at 31 December 2023).

There are no significant differences between the fair value of the liabilities and the recognised amount.

20. Retirement benefit obligations

The retirement benefit obligations are related mainly with the subsidiaries Almirall Hermal GmbH, Almirall AG, and Polichem S.A., and are related with unfunded plans (there are no assets assigned to these plans), as described in Note 5-l).

2024 2023
At 1 January 60,481 54,046
Current services cost 182 191
Interest cost 1,866 1,912
Contributions from plan participants 8 13
Actuarial losses / (gains) (1,606) 6,347
Benefits paid (2,503) (2,036)
Other changes 153 8
At 31 December 58,581 60,481

The changes in the defined benefit obligation were as follows:

The amount recorded as actuarial profits (in 2024) or losses (in 2023) mainly reflects the impact of the variation in the discount rate used in the actuarial calculations in the years 2024 and 2023 based on the change in interest rates.

The main assumptions used for the calculation of the actuarial valuation of the commitment with Almirall Hermal, GmbH, which represents the majority of the liability amounting to €57.8 and €59.8 million at the end of the fiscal years 2024 and 2023, respectively, are as follows:

2024 Almirall Hermal GmbH
Mortality tables Richttafeln 2018 G von K.
Heubeck
Discount rate 3.36%
Rate of salary increase 3.50%
Rate of benefit increase 2.10%
Turnover rate Variable according to age
and gender
Retirement age 65 - 67

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)
2023 Almirall Hermal GmbH
Mortality tables Richttafeln 2018 G von K.
Heubeck
Discount rate 3.17%
Rate of salary increase 3.50%
Rate of benefit increase 2.00%
Turnover rate Variable according to age
and gender
Retirement age 65 - 67

Sensitivity to changes in the key assumptions, weighted in accordance with the following table, would not have a significant effect on the total pension liability:

Change in the assumption
Discount rate Increase/decrease by 0.5%
Rate of inflation Increase/decrease by 0.5%
Rate of salary increases Increase/decrease by 0.5%
Mortality rate Increase in 1 year

These changes in the assumptions are reasonable with those indicated by the actuarial reports, which the Group's Management considers appropriate.

The amounts recognised in the consolidated income statement are as follows:

2024 2023
Current service cost 182 191
Interest cost 1,866 1,912
Total 2,048 2,103

Finally, in the case of the defined contribution pension plans, the contributions are made to non-related entities, such as insurance companies, and the amount recognised as an expense in 2024 and 2023 amounted to €4.1 and €4.4 million, respectively.

21. Provisions

The changes in 2024 and 2023 under the "Provisions" heading in the accompanying consolidated balance sheet were as follows:

Thousands of Euros
2024 2023
Balance as of 1 January 9,491 16,311
Additions and provisions 14 4,021
Reclassifications - (3,758)
Translation differences 248 -
Reversals (1,306) (7,083)
Balance as of 31 December 8,447 9,491

This heading of the consolidated balance sheet refers mainly to the Group's estimate of the disbursements that it would have to make in the future to meet other liabilities arising from the nature of its business.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

22. Income and expenses

Net turnover

As mentioned in Note 5-o), the Group separates net turnover into two concepts and three major segments:

Thousands of Euros
2024 2023
Sales of products 970,893 868,824
Income from granting licenses 14,828 25,692
Net turnover 985,721 894,516
Thousands of Euros
2024 2023
Marketing through own network 863,810 766,125
Marketing through licensees 97,226 105,215
Manufacturing for third parties and
intermediation 24,685 23,176
Net turnover 985,721 894,516

The net turnover amount by geographic area, together with details of the main countries in which it is obtained, is shown below:

Thousands of Euros
2024 2023
Spain 305,232 296,916
Europe and Middle East 576,012 491,567
America, Asia and Africa 104,477 106,033
Net turnover 985,721 894,516
Thousands of Euros
2024 2023
Spain 305,232 296,916
Germany 274,981 217,580
Italy 87,126 74,828
United States 55,396 57,486
France 38,689 42,712
United Kingdom 28,885 27,798
Other countries 195,412 177,196
Net turnover 985,721 894,516

Finally, the contribution from the main therapeutic areas of the various products sold by the Group is detailed:

Thousands of Euros
2024 2023
Dermatology and others 548,025 465,248
Gastrointestinal and metabolism 98,179 110,735
Respiratory 92,718 86,809
Cardiovascular 89,422 86,130
Central nervous system 82,441 74,800
Musculoskeletal 39,826 31,809
Other therapeutic specialities 35,110 38,985
Net turnover 985,721 894,516

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

Other income

The itemisation of this heading is as follows:

Thousands of Euros
2024 2023
Income due to agreement with AZ/Covis (Note
12)
2 2,994
Allocation of deferred income (Note 17) 2,938 -
Others 1,966 1,277
Total 4,906 4,271

Supplies

The itemisation of this heading is as follows:

Thousands of Euros
2024 2023
Purchases 242,716 258,917
Change in stocks of finished or semi-finished products (10,593) (26,664)
Change in stocks of raw materials and goods 6,272 (10,758)
Total 238,395 221,495

Staff costs

The composition of staff costs is as follows:

Thousands of Euros
2024 2023
Payroll and salaries 183,584 163,769
Social security payable by the company 34,618 30,634
Compensation payments 1,428 (606)
Other welfare expenses 15,301 15,004
Total 234,931 208,801

In fiscal years 2024 and 2023, the average number of employees of the Group, distributed by professional category and gender, is as follows:

2024 2023
Men Women Total Men Women Total
Directors 1 - 1 1 - 1
Executives 64 42 106 64 40 104
Managers 105 94 199 100 89 189
Technical staff 472 664 1,136 452 596 1,048
Administrative
staff
267 273 540 261 280 541
Others 2 2 - 2 2
Total 909 1,075 1,984 878 1,007 1,885

At year-end 2024 and 2023, the staff team is as follows:

31 December 2024 31 December 2023
Men Women Total Men Women Total
Directors 1 - 1 1 - 1
Executives 66 46 112 62 41 103
Managers 106 97 203 101 89 190
Technical staff 488 688 1,176 454 605 1,059
Administrative
staff
271 261 532 265 284 549
Others - 2 2 - 2 2
Total 932 1,094 2,026 883 1,021 1,904

In addition, at year-end 2024 the number of non-employee directors was 10, of whom 4 were women and 6 were men (in 2023 there were 8, of whom 3 were women and 5 were men).

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

At 31 December 2024, the number of employees with a disability equal to or greater than thirty-three per cent totalled 40 people (36 people at 31 December 2023).

As of 31 December 2024 and 2023, the number of Group employees engaged in research and development activities amounted to 288 and 257 people, respectively.

Other operating expenses

The composition of other operating expenses is as follows:

Thousands of Euros
2024 2023
R&D activities 79,005 66,908
Leases and fees 54,949 39,672
Repairs and maintenance 22,002 23,225
Independent professional services 27,413 26,749
Transport 15,131 14,202
Insurance premiums 3,897 3,612
Bank services and similar 765 741
Congresses and other promotional activities 100,264 88,781
Supplies 5,041 5,954
Other services 37,988 35,085
Other taxes 1,810 2,256
Total 348,265 307,185

The heading of leases and royalties includes royalties linked mainly to several of the licence agreements described in Note 9. The amounts corresponding to 2024 and 2023 amounted to €39.8 million and €25.9 million, respectively. The increase is mainly explained by the growth in sales of products marketed under the Ilumetri, Ebglyss, Wynzora and Klisyri brands.

Net change in valuation adjustments

The composition of this heading is as follows:

Thousands of Euros
2024 2023
Change in bankruptcies valuation adjustment (910) (940)
Change in stock valuation adjustment (389) (407)
Change in other current provisions 604 (1,250)
Total (695) (2,597)

Net gains / (losses) on disposal of assets

The itemisation of net gains/ (losses) on disposal of non-current assets in fiscal years 2024 and 2023 is as follows:

Thousands of Euros
2024 2023
Gains Losses Gains Losses
For disposal or retirement of intangible assets
For disposal or retirement of property, plant and
- (2,692) - (1,190)
equipment - (802) - (153)
- (3,494) - (1,343)
Net gains (losses) on disposal of assets (3,494) (1,343)

The losses recorded in 2024 relate to the termination of the development contract and discontinuation of a product (Altabax) that was part of the takeover of Aqua Pharmaceuticals, now Almirall LLC, (both mentioned in Note 9) and the sale of land mentioned in Note 11. The losses recorded in 2023 corresponded to the discontinuation of one of the other products of the same takeover (Veltin, also described in note 9).

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

Financial income and expenses

The breakdown of financial income and expenses in fiscal years 2024 and 2023 is as follows:

Thousands of Euros
2024 2023
Income Expenses Income Expenses
Bond issuance costs (Note 18) - (7,439) - (7,439)
Financial and similar income / (expenses) 7,189 (8,219) 5,585 (7,208)
Financial assets valuation adjustment (Note 12) 463 - - -
Change in fair value of financial instruments (Note 18) - (477) - (1,544)
Exchange rate differences - (1,105) - (1,321)
7,652 (17,240) 5,585 (17,512)
Financial result (9,588) (11,927)

The breakdown of "Other finance income/(expenses) and similar" includes financial expenses derived from bank loans, as well as the impact of the financial restatement of liabilities carried at amortised cost and the financial cost of the pension payments, with the exception of the financial cost of the senior unsecured bonds (as described in Note 18), which are included in the breakdown of "Bond issuance costs" (€7.4 million in both 2024 and 2023). In addition, with the rise in interest rates in the second half of 2023, the Group earned interest income of €7.2 million (€5.6 million in 2023), mostly from investments in deposits made during the year, all of which had matured at year-end.

In 2024, the heading "Valuation adjustment of financial assets" includes the income related to the partial repayment of the loan with Celling Aesthetics LLC, as described in Note 12.

In 2024 and 2023, the breakdown of "Changes in fair value of financial instruments" includes mainly the restatement of the fair value of the Equity Swap described in Note 18.

Impairment losses on property, plant and equipment, intangible assets and

In 2024, this heading includes the net amount resulting from the impairment tests performed on the products marketed under the Seysara and Cordran Tape brands, which form part of the Allergan CGU portfolio, for a total amount of €10.0 million (see Note 9).

In 2023, this heading included the impairment of the product marketed under the Seysara brand, which forms a part of the Allergan portfolio CGU, amounting to €47.3 million (see Note 9).

Foreign currency transactions

The amounts for the transactions carried out in foreign currencies are as follows:

Amount in euros (thousands)
Expenses Income
2024 2023 2024 2023
Swiss franc 10,339 4,227 18,595 19,730
Czech koruna 1,120 760 4,185 2,304
Danish krone 1,333 1,773 1,464 1,176
Pound sterling 17,474 15,378 29,297 24,352
Japanese Yen 3,520 3,753 565 1,508
Norwegian Krone 306 211 4,226 2,717
Polish Zloty 1,350 971 6,390 4,872
Renminbi 733 278 - -
Swedish Krona 592 477 3,079 2,740
US Dollar 70,974 68,892 73,833 81,639
Other currencies 595 126 138 219

Almirall, S.A. and Subsidiaries (Almirall Group)

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

Remuneration of auditors

During fiscal years 2024 and 2023, the fees for auditing services and other services provided by the Group's auditor, KPMG Auditores S.L., or by other companies in the auditor's network, were as follows:

Audit and related services
Entities
(Thousands of Euros)
Year Audit services Professional
services related to
auditing
Tax
services
Other
services
KPMG Auditores, S.L. 235 110 - 81
Other companies in the PwC network 2024 307 55 - -
Total 542 165 - 81
KPMG Auditores, S.L. 259 77 - -
Other companies in the PwC network 2023 283 50 47 73
Total 542 127 47 73

In 2024 and 2023, other auditors have accrued €118 thousand and €70 thousand, respectively, in relation to audit work of investee companies.

The heading "Audit services" includes the fees corresponding to the audit of the individual and consolidated financial statements of Almirall, S.A. and of the companies that form part of its group.

The heading "Audit-related professional services" mainly includes fees related to the limited review of the Group's interim consolidated financial statements and to the review of information relating to ICFR.

23. Tax situation

Consolidated Tax Group

The Parent Company (Almirall S.A.) is subject to Corporate Income Tax under the Tax Consolidation regime, as described in Note 5-q).

Corporate income tax is calculated on the basis of the economic or accounting result, obtained by applying the applicable financial reporting regulatory framework, which does not necessarily coincide with the tax result, which in turn is understood as the taxable income.

The rest of the Group's subsidiaries file individual tax returns in accordance with the tax regulations applicable in each country.

Fiscal years subject to tax inspection

On 15 February 2024, the Tax Agency notified Ranke Química, S.A. of the commencement of the inspection and investigation of the excise tax on alcohol for the year 2021. These inspections were finalised with the signing of the certificate of conformity on 14 October 2024, without any settlement arising therefrom.

The Parent Company and the companies forming a part of the Spanish tax group are currently open to audits for fiscal years 2020 to 2023 regarding Corporate Income Tax and for fiscal years 2021 to 2024 for all other applicable taxes.

During the financial year 2022, the following inspection procedure was communicated in respect of the Group's following foreign company: Almirall Inc. and investee companies (United States). This inspection has to do with Corporate Income Tax for 2015, 2016, 2018 and 2020. As of the date on which these consolidated annual accounts were formulated, it continues in progress.

During the financial year 2023, the inspection procedure regarding Almirall Hermal GmbH (Germany) was communicated, in respect of the financial years 2018, 2019, 2020, and 2021, relating to Corporate Income Tax, Value Added Tax, as well as Withholdings and income on account for Personal Income Tax. This inspection was completed in fiscal year 2024 with no significant aspect arising.

During the 2024 financial year, no inspections other than those mentioned above have been initiated.

The Group's foreign companies are currently being audited for the corresponding years, in each of the local legislations, regarding the applicable taxes.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

In general, due to the different ways in which the tax regulations may be interpreted, the results of the inspections that are being carried out, or that may be carried out in the future by the tax authorities, for the years subject to verification, may give rise to tax liabilities of an amount that cannot be objectively quantified at present. In the opinion of the Parent Company's administrators, however, the possibility of significant liabilities arising in this respect, in addition to those recognised, is remote.

Balances held with the Public Administration

The balances receivable from and payable to the Public Administrations, as of 31 December 2024 and 2023, are as follows:

Thousands of Euros
31/12/2024 31/12/2023
Public Treasury (Hacienda) VAT owed 8,344 8,302
Public Treasury (Hacienda) Corporate Income Tax owed 13,229 7,223
Other concepts 59 11
Total debtor balance 21,632 15,536
Public Treasury (Hacienda) VAT paid 6,181 3,505
Personal income tax 8,845 6,594
Social Security Agencies creditors 4,179 3,536
Public Treasury (Hacienda) Corporate Income Tax
creditor 23,306 15,409
Total credit balances 42,511 29,044

The corporate income tax receivables are mainly due to the expected tax refund for the scope of consolidation in Spain for 2024.

Income tax recognised

Income taxes recognised in the consolidated income statement and in equity in fiscal years 2024 and 2023, are as follows:

Thousands of Euros
Expense / (Income)
2024 2023
Corporate Income Tax:
- Recognised in the consolidated income statement 16,351 21,283
- Recognized in equity 268 (1,777)
Total 16,619 19,506

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Reconciliation of accounting and tax results

Presented below is the reconciliation between the income tax expense resulting from applying the general tax rate in force in Spain and the expense recorded for the aforementioned tax:

Thousands of Euros
2024 2023
Consolidated pre-tax profit or loss 26,498 (17,191)
Permanent differences:
Increase 533,413 276,098
Decrease (503,718) (271,559)
Adjusted accounting profit 56,193 (12,652)
Tax rate 25% 25%
Gross Tax 14,048 (3,163)
Deductions applied and/or regularized in the fiscal year and other
consolidation adjustments (16,009) (4,513)
Corporate Income Tax for Almirall, S.A. paid abroad 61 27
Effect on income tax expense of subsidiaries in losses 12,699 28,023
Others 3,856 1,490
Accrued cost for theoretical tax 14,655 21,864
Effect of rate difference between countries 2,072 (492)
Other changes (376) (89)
Expense / (Income) accrued for Corporate Income Tax 16,351 21,283

In relation to financial year 2024:

  • The positive permanent differences of €533.4 million mainly relate to provisions for shareholdings in subsidiaries mainly in the US business, for an aggregate amount of €54.3 million (impacting the financial statements of Almirall Inc. and Almirall S.A.). In addition, in 2024 various subsidiaries have distributed dividends in the aggregate amount of €472.2 million received between Almirall S.A., Almirall Holding Iberia, S.L. and Poli Group Holding, S.r.l., which have also been adjusted as a permanent difference.
  • The negative permanent differences, € 503.7 million correspond, in turn, to consolidation adjustments due to the elimination of valuation adjustments on subsidiaries and dividends between subsidiaries, both mentioned in the previous paragraph. The remaining amount corresponds mainly to certain non-deductible expenses of the subsidiary Almirall SpA and to the partial crediting of certain revenues related to the exploitation of intellectual property by the subsidiary Polichem S.A.

In relation to financial year 2023:

  • The positive permanent differences, €276.1 million, mainly corresponded to provisions for holdings in subsidiaries mainly of the US business, given that in 2023 Almirall, S.A. made a negative adjustment to its holding in Almirall Inc. (€115 million) and Almirall Inc., in turn, also made a negative adjustment to its holding in Almirall LLC (approximately €106.7 million). Additionally, in 2023 the subsidiary Almirall Hermal GmbH distributed a dividend to the Parent Company for the amount of 45 million euros, which was also adjusted as a permanent difference.
  • The negative permanent differences, -€271.6 million, corresponded, in turn, to consolidation adjustments for elimination of the valuation adjustments on subsidiaries (the aforementioned €115 million and €106.7 million) and the dividend distributed by Almirall Hermal GmbH, while the remaining amount corresponded mainly to certain non-deductible expenses of the subsidiary Almirall SpA and the partial crediting of certain revenue linked to the exploitation of intellectual property by the subsidiary Polichem S.A.

The amount of the deductions applied and/or adjusted in Spain during the 2024 and 2023 fiscal years include, among other concepts, the partial monetisation of the research and development deduction generated in fiscal years 2023 and 2022, respectively. These amounts are detailed in the section on deductions due to maturity.

The Group has complied with the following requirements in order to be able to apply such monetisation:

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

  • At least one year has elapsed since the end of the tax period in which the deduction was generated, without the deduction having been applied.
  • The average number of employees or, alternatively, the average number of employees assigned to research and development and technological innovation activities has not reduced since the end of the tax period in which the deduction was generated until the end of the period referred to in the following paragraph.
  • An amount equivalent to the deduction applied or paid is used for research and development and technological innovation expenses or for investments in tangible fixed assets or intangible fixed assets exclusively assigned to such activities, excluding real estate, within 24 months following the end of the tax period in whose tax return the corresponding application or request for payment is made.
  • The entity has obtained a reasoned report on the qualification of the activity as research and development or technological innovation or a prior agreement on the valuation of the expenses and investments corresponding to these activities.

The effect on the tax expense of subsidiaries in losses mainly includes the effect of the losses of the US subsidiaries (Almirall LLC and Almirall Inc), which do not record tax credit assets on their balance sheet.

The nature and amount of the incentives applied in 2024 and 2023, and those pending deduction as of 31 December 2024 and 2023 for the Spanish tax group, are as follows:

Thousands of Euros
2024 2023
Nature Compensated Pending offset Compensated Pending offset
Research and Development 6,250 347,494 4,937 335,637
Technological Innovation - 3,323 - 3,323
International Double Taxation - 54 - 23
Reinvestment of extraordinary profits - 67 - 67
Donations - 358 - 328
Temporary measures - 331 - 324
Total deductions credited 6,250 351,627 4,937 339,702
Tax loss carryforwards (quota) - 98,203 198 80,407
Total tax credits credited 6,250 449,830 5,135 420,109

There are no significant incentives (deductions) in the other tax jurisdictions where the Group operates.

The period for application of the deductions for scientific research and technological innovation activities that have not yet been applied is 18 years from their origin, and the application of these is limited to 50% of the tax liability according to the current legislation, whenever the deduction that the Parent Company generates each year is expected to exceed 10% of the total tax liability.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

The expiry dates of the deductions for Research and Development are detailed below:

Thousands of Euros
FY of Cut-off year for 2024 2023
generation application Compensated Pending offset Compensated Pending offset
2007 2025 - 23,710 - 23,710
2008 2026 - 34,841 - 34,841
2009 2027 - 26,883 - 26,883
2010 2028 - 34,628 - 34,628
2011 2029 - 35,845 - 35,845
2012 2030 - 32,841 - 32,841
2013 2031 - 28,660 - 28,660
2014 2032 - 23,387 - 23,387
2015 2033 - 12,247 - 12,247
2016 2034 - 11,521 - 11,521
2017 2035 - 9,824 - 9,824
2018 2036 - 8,908 - 8,908
2019 2037 - 9,786 - 9,786
2020 2038 - 7,823 - 7,823
2021 2039 - 7,470 - 7,470
2022 2040 - 10,444 4,937 10,443
2023 2041 6,250 10,570 - 16,820
2024 2042 - 18,106 - -
Total R&D deductions 6,250 347,494 4,937 335,637

There is no time limit for the application of the deductions to avoid international double taxation that have not yet been applied. However, current legislation on corporate income tax stipulates that the application is limited to 50% of the total tax liability.

For all other deductions, the deadline is 15 years immediately and successively as from the generation thereof.

In relation to tax credits by tax base, a breakdown of the most significant tax jurisdictions is given below:

Thousands of Euros
Tax jurisdiction FY of
generation
2024 2023
Compensated Pending offset Compensated Pending offset
2017 - 4,133 198 4,133
2019 - 26,526 - 26,526
Spain 2021 - 814 - 814
2024 - 743 - -
2017 - 67 - 65
2019 - 438 - 430
United States 2020 - 1,773 - 1,729
2021 - 13,290 - 12,548
2022 - 17,137 - 16,161
2023 - 19,713 - 18,001
2024 - 13,569 - -
Tax loss carryforwards (quota)
-
98,203
198
80,407

These tax loss carryforwards have no time limit for application, with the exception of €12,174 thousand corresponding to state tax loss carryforwards generated in the United States, whose application limit is between 2027 and 2044.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Deferred taxes

The breakdown of deferred tax assets and liabilities recorded on the consolidated balance sheet is as follows:

Thousands of Euros
31/12/2024 31/12/2023
Deferred tax assets (net) 1,157 5,308
Deferred tax liabilities (64,992) (71,920)
Tax loss carryforwards 32,216 31,473
Deductions to be applied 155,487 144,980
Deferred tax assets (net) 123,868 109,841

The gross changes in the deferred tax account were as follows:

Thousands of Euros
2024 2023
At 1 January 109,841 105,717
Credit to the consolidated profit and loss account 20,545 7,284
Partial monetization R&D deductions (6,250) (4,937)
Tax (Charged)/ Paid to consolidated equity (268) 1,777
At 31 December 123,868 109,841

Pursuant to the tax regulations in force in the different countries in which the consolidated entities are located, certain timing differences have arisen in 2024 and 2023 that must be taken into account when quantifying the corresponding income tax expense.

The breakdown of deferred tax assets and liabilities (net) by concept is as follows:

Thousands of Euros
31/12/2024 31/12/2023
Differences
in
cumulative
tax bases
Cumulative
effect on
tax liability
Differences
in
cumulative
tax bases
Cumulative
effect on
tax liability
Deferred tax assets (net):
Depreciation of assets 28,622 7,156 57,321 12,706
Provisions 39,974 10,363 36,217 9,256
Retirement benefit obligations 25,576 8,078 28,473 8,349
Stock valuation 36,532 9,133 40,105 10,083
Freedom of amortization R.D. 27/84, 2/85, 3/93 (9,414) (2,354) (12,736) (3,184)
Goodwill amortisation (128,048) (32,012) (118,444) (29,611)
Others 3,172 793 (9,172) (2,291)
Deferred tax assets (net): (3,586) 1,157 21,764 5,308
Deferred tax liabilities (net):
Capitalization of intangible assets 2,408 602 2,408 602
Allocation of capital gains to assets in business combinations 208,511 52,118 231,599 57,900
Goodwill amortisation 42,488 10,622 42,488 10,622
Others 6,600 1,650 11,184 2,796
Deferred tax liabilities (net) 260,007 64,992 287,679 71,920

The amount of net deferred tax assets that will reverse in a period of less than 12 months amounts to €10.3 million at 31 December 2024.

In accordance with IAS 12, the Group presents net deferred tax assets and liabilities for each of the tax jurisdictions in which the Group operates, although this only occurs with those relating to the Spanish consolidated tax group.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

The breakdown of deferred tax assets and liabilities by jurisdiction at 31 December 2024 and 2023 is as follows:

Thousands of Euros
31/12/2024 31/12/2023
Tax jurisdiction Posted Not recorded Total Posted Not recorded Total
Net deferred tax assets:
Spain (34,374) - (34,374) (30,949) - (30,949)
Germany 7,988 - 7,988 8,343 - 8,343
United States 1,969 42,677 44,646 4,545 41,055 45,600
Rest (*) (39,418) - (39,418) (48,551) - (48,551)
Total (63,835) 42,677 (21,158) (66,612) 41,055 (25,557)
Tax loss to carry forward:
Spain 32,216 - 32,216 31,473 - 31,473
United States - 65,987 65,987 - 48,934 48,934
Total 32,216 65,987 98,203 31,473 48,934 80,407
For deductions pending offset
Spain 155,487 196,140 351,627 144,980 196,259 341,239
Total 155,487 196,140 351,627 144,980 196,259 341,239
Group Total 123,868 304,804 428,672 109,841 286,248 396,089

(*) Mainly due to consolidation adjustments

The aforementioned net deferred tax assets of €123.9 million (€109.8 million at 31 December 2023) arise mainly from the Parent Company. These deferred tax assets have been recorded in the consolidated balance sheet because the Parent Company's Administrators consider that, based on the best estimate of future results, it is probable that these assets will be fully recovered within a time frame of up to 10 years. In order to determine the estimated future taxable profits that justify this recovery analysis, the following has been used as a starting point:

  • Projections of estimated taxable profits corresponding to the Spanish consolidated tax group for the next 5 years (and extrapolated up to 10 years) based on the current product portfolio and structure of the Group. This projection has taken into account sustained increases in future profits, resulting mainly from expected increases in sales of the Group's product portfolio, as well as significant synergies expected from the optimisation of the Group's structure.
  • Estimated additional impacts expected on results in the coming years taking into account the relevant investments made in and prior to the financial year 2024. For this purpose, expected target returns, as well as probabilities of success in achieving them, have been considered.
  • Finally, it should be noted that on 29 December 2021, Law 22/2021, of 28 December, on the General State Budget for 2022, was published in the Official State Gazette, thereby amending the Corporate Income Tax Law and establishing the concept of "minimum taxation" in Spain (as from 1 January 2022 and for an indefinite period of time). Minimum taxation implies that, depending on the size and type of entity, companies must have a minimum net tax liability (generally set at 15%). In order to determine the net tax liability, a priority is established in the allowances and deductions, so that those of lower priority cannot be deducted if they reduce taxation below the stipulated minimum, and hence they must be deferred. The concept of minimum taxation has implications for the recognition of deductions for the purposes of assessing the recoverability of deferred tax assets.

The sensitivity analysis performed on the projected taxable income (within a +/-5% range of variation) would not result in a significant impact on the consolidated financial statements at 31 December 2024 and 2023.

Most of the unrecorded tax assets recognised in the consolidated balance sheet correspond to the United States, specifically to the subsidiaries Almirall LLC and Almirall Inc. (which are tax consolidated), based on the expectations of local profit for this subsidiary and the associated CGUs (as described in Note 5-d)).

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

In the case of deductions pending offset, which correspond to the Spanish consolidated tax group, the amount that is expected to be recovered beyond 10 years has not been recognised in the consolidated balance sheet, even though the application limit is 18 years.

Global minimum complementary tax

In March 2022, the Organisation for Economic Co-operation and Development (OECD) approved its Pillar 2 international taxation model, which establishes a global minimum corporate tax rate of 15% for groups with a turnover of more than €750 million. On 23 May 2023, the IASB published an amendment to IAS 12 pertaining to Pillar 2 standards, effective for periods beginning as from 1 January 2023. The amendments to IAS 12 provide a mandatory temporary exemption from recognition of the deferred tax balances arising from the implementation of Pillar 2 legislation.

Likewise, in Spain, on 19 December 2023, the Council of Ministers approved the draft bill transposing the European directive to guarantee this minimum overall taxation of 15%.

In this regard, the Group is assessing the potential impact of this measure, and based on the analyses carried out, it does not expect to have significant impacts in the application thereof.

24. Business and geographic segments

Segmentation criteria

The main criteria for defining the Group's information by segments in the consolidated financial statements for the years ending on 31 December 2024 and 2023 are explained below.

The business segments listed below are those for which separate financial information is available, and on which the reports are based, and the results of which are reviewed on a monthly basis by the Group's Management (Management Committee) for operational decision-making, in order to decide on the resources to be allocated to each segment and evaluate their performance, as well as having discrete financial information available.

Broadly speaking, the Group's Management Committee is divided between the commercial areas (which are those that generate recurring revenue) and the other areas (which do not usually generate revenue and/or provide services to the other areas). The Group's segments are therefore divided into:

  • Commercial areas: within this part, three segments are distinguished, in line with what is explained in Note 5-o):
    • i. Marketing through its own network
    • ii. Marketing through its own network (United States)
    • iii. Marketing through licensees
  • All other areas: within this part, two segments are distinguished:
    • iv. Research and development
    • v. Corporate and manufacturing services

The reported operating segments are those whose income, results and/or are assets greater than 10% of the corresponding consolidated figure.

The marketing segment through the company's own network is divided geographically (Europe and the United States) according to the specific product portfolio of each region (which is mostly exclusive to each area, except for Klisyri) and market dynamics, which especially in the area of access to prescription medicinal products is very different, as mentioned in the Note 5-p).

Research and development is separated due to being considered a key activity to secure the long-term future of the Group, and it has a significant budget allocation (as a target figure, around 12% of net turnover).

All other activities, essentially support functions such as Human Resources, Information Technology, Finance and Legal, among others, provide services to the rest of the areas and have independent managers in charge of the commercial business units, which is why they are presented separately and aggregated in the Corporate and Manufacturing Services segment. In addition, this segment incorporates the revenue derived from the manufacturing activity for third parties and the intermediation

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

mentioned in Note 5-o) (product sales section), which mainly corresponds to manufacturing for Covis, linked to the contract explained in Note 12. The costs of the production centres are incorporated in the segments of the commercial areas (as a higher cost of Procurement), which is why there is an "Adjustments and reclassifications" column for arriving at the figures presented in the consolidated income statement.

Basis and methodology for reporting by business segments

The following aspects should be taken into account when segmenting the consolidated profit and loss account:

  • In the case of the commercial areas, the main allocation criterion is determined by net turnover, such that the expenses allocated to these segments are those that are directly attributable to the products that are marketed under that segment. As mentioned above, this also includes the manufacturing costs incurred at the Group's production plants. In addition, it includes the personnel and other operating expenses of the various business units in each territory, together with amortisation mainly of the intangible assets linked to the licences described in Note 9.
  • The financial result is grouped in the Corporate Services and Manufacturing segment, given that the Group's cash management is centralised. Furthermore, the corporate income tax expense is also grouped because the business managers do not manage the results in each tax jurisdiction, with the exception of the US segment, where the business unit coincides with the tax jurisdiction.
  • The information by segments considers the consolidated balances of each segment, therefore attributing the relevant consolidation adjustments to each of the segments and without intercompany transactions.
  • The Group does not itemise information about relevant clients by segments in the financial statements, as none of them individually represents more than 10% of the Group's net turnover.

When segmenting the Consolidated Balance Sheet, the following aspects must be taken into account:

  • Goodwill and intangible assets are assigned as detailed in the Notes 8 and 9. In particular, goodwill is assigned to marketing through the company's own network (Europe), with the exception of the licensee part of Poli Group's goodwill. In the case of intangible assets associated with business combinations and licensing agreements, the criterion is similar to that for goodwill, with the exception of those agreements where the products are under development, which are classified under the R&D segment. Software is mainly classified in the corporate services and manufacturing segment.
  • The assets for rights of use assigned to the segments of Marketing through the company's own network correspond to the leasing contracts for the vehicles and commercial offices of those business units. The HQ contract is assigned to the Corporate Services segment.
  • Property, plant and equipment is mostly assigned to the Corporate Services and Manufacturing segment, given that the main properties are the chemical and pharmaceutical plants, with the exception of the R&D centre in Sant Feliu de Llobregat (Barcelona, Spain), which is assigned to the Research and Development segment. Further details of the Group's main properties and their geographical location can be found in Note 11.
  • Inventories (finished goods and merchandise) and trade receivables are classified in the segment to which the associated product sales correspond. Raw materials, work in progress and semi-finished goods are classified in the corporate services and manufacturing segment.
  • Cash, financial assets (current and non-current) and tax assets (deferred and current) are classified in the Corporate services and manufacturing segment, the latter according to the criterion already explained for the corporate income tax expense.
  • In the case of the financial asset with Covis (Notes 12 and 15), it is assigned to the Corporate services and manufacturing segment, in line with revenue, as explained in this Note.
  • The Group has not established criteria for the allocation of equity and liabilities by segments and, therefore, it does not itemise this information.

Financial information by segments

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Consolidated segmented income statement for the year ending on 31 December 2024:

Commercial areas Other areas
Own
network
(Europe)
Own
network
(USA)
Licensees R & D Corporate
services and
manufacturing
Reclassifications Total
Net turnover 808,381 55,429 97,226 - 24,685 - 985,721
Other Income - - - 2,938 1,968 - 4,906
Operating income 808,381 55,429 97,226 2,938 26,653 - 990,627
Work carried out on fixed assets - - - 20,354 - - 20,354
Supplies (218,246) (10,496) (42,734) (2,095) (40,539) 75,715 (238,395)
Staff costs (85,229) (15,825) (1,408) (33,780) (58,991) (39,698) (234,931)
Depreciation (64,318) (26,216) (9,928) (8,477) (18,836) (11,309) (139,084)
Net change in valuation adjustments - 166 - (861) (695)
Other operating expenses (147,351) (25,216) (6,106) (100,203) (44,681) (24,708) (348,265)
Net gains (losses) on disposal of assets - (713) - (1,713) (1,068) - (3,494)
Impairment losses on property, plant and
equipment, intangible assets and goodwill
- (10,031) - - - - (10,031)
Operating profit 293,237 (32,902) 37,050 (122,976) (138,323) - 36,086
Financial income - - - - 7,652 - 7,652
Financial expenses - - - - (15,658) - (15,658)
Exchange rate differences - - - - (1,105) - (1,105)
Valuation gains on financial instruments - - - - (477) - (477)
Earnings before tax 293,237 (32,902) 37,050 (122,976) (147,911) - 26,498
Corporate income tax - (2,970) - - (13,381) - (16,351)
Net profit for the year attributable to the
Parent Company
293,237 (35,872) 37,050 (122,976) (161,292) - 10,147

Segmented assets at 31 December 2024:

Commercial areas Other areas
Own network
(Europe)
Own network
(USA)
Licensees R & D Corporate
services and
manufacturing
Total
Goodwill 270,550 - 45,416 - - 315,966
Intangible assets 482,698 171,255 137,675 126,944 18,395 936,967
Right-of-use assets 6,600 2,220 70 - 34,696 43,586
Property, plant and equipment 1,434 6,009 14 28,300 118,033 153,790
Financial assets - - - - 16,350 16,350
Deferred tax assets - - - - 188,860 188,860
NON-CURRENT ASSETS 761,282 179,484 183,175 155,244 376,334 1,655,519
Stocks 118,350 8,125 4,673 - 40,635 171,783
Trade and other receivables 68,979 22,403 28,669 25,104 6,289 151,444
Current tax assets - 5,096 - - 16,536 21,632
Other current assets - 3,180 - - 15,807 18,987
Current financial investments - - - - 201 201
Cash and cash equivalents - - - - 377,097 377,097
CURRENT ASSETS 187,329 38,804 33,342 25,104 456,565 741,144
TOTAL ASSETS 948,611 218,288 216,517 180,348 832,899 2,396,663

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Consolidated segmented income statement for the year ending on 31 December 2023:

Commercial areas
Own
network
(Europe)
Own
network
(USA)
Licensees R & D Corporate
services and
manufacturing
Reclassifications Total
Net turnover 708,639 57,486 88,215 - 40,176 - 894,516
Other Income - - - - 4,271 - 4,271
Operating income 708,639 57,486 88,215 - 44,447 - 898,787
Work carried out on fixed assets - - - 9,016 - - 9,016
Supplies (227,857) (13,979) (42,002) (1,474) (5,052) 68,869 (221,495)
Staff costs (77,798) (18,454) (1,177) (28,159) (47,737) (35,476) (208,801)
Depreciation (30,868) (41,603) (9,995) (5,002) (26,280) (10,568) (124,316)
Net change in valuation adjustments - (765) - - (1,832) - (2,597)
Other operating expenses (102,607) (25,468) (5,944) (85,411) (64,930) (22,825) (307,185)
Net gains (losses) on disposal of assets - - - - (1,343) - (1,343)
Impairment losses on property, plant and
equipment, intangible assets and
goodwill
- (47,330) - - - - (47,330)
Operating profit 269,509 (90,113) 29,097 (111,030) (102,727) - (5,264)
Financial income - - - - 5,585 - 5,585
Financial expenses - - - - (14,647) - (14,647)
Exchange rate differences - - - - (1,321) - (1,321)
Valuation gains on financial instruments - - - - (1,544) - (1,544)
Earnings before tax 269,509 (90,113) 29,097 (111,030) (114,654) - (17,191)
Corporate income tax - (1,529) - - (19,754) - (21,283)
Net profit for the year attributable to
the Parent Company
269,509 (91,642) 29,097 (111,030) (134,408) - (38,474)

Segmented assets at 31 December 2023:

Commercial areas Other areas
Own network
(Europe)
Own network
(USA)
Licensees R & D Corporate
services and
manufacturing
Total
Goodwill 270,550 - 45,416 - - 315,966
Intangible assets 489,973 210,162 153,894 81,320 16,066 951,415
Right-of-use assets 11,386 - 101 - 31,529 43,016
Property, plant and equipment 577 5,552 19 26,242 108,897 141,287
Financial assets - - - - 22,878 22,878
Deferred tax assets 1,985 4,993 5,740 - 169,043 181,761
NON-CURRENT ASSETS 774,471 220,707 205,170 107,562 348,413 1,656,323
Stocks 114,116 9,886 11,595 - 31,931 167,528
Trade and other receivables 69,646 26,199 17,767 - 17,886 131,498
Current tax assets - 4,846 - - 10,690 15,536
Other current assets - 3,488 - - 12,522 16,010
Current financial investments - - - - 136 136
Cash and cash equivalents - - - - 387,954 387,954
CURRENT ASSETS 183,762 44,419 29,362 - 461,119 718,662
TOTAL ASSETS 958,233 265,126 234,532 107,562 809,532 2,374,985

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

Additions to non-current assets by segments during the six months ending 31 December 2024 and 2023:

Thousands of euros
31/12/2024 31/12/2023
Own network (Europe) 79,486 170,500
Own network (USA) 557 2,433
Licensees - 3,860
R & D 40,562 32,516
Corporate services and manufacturing 17,181 46,429
Total additions 137,786 255,738

25. Dividends paid by the Parent Company

The dividends paid by the Parent Company during fiscal years 2024 and 2023, which in both cases correspond to the dividends approved on the results of the previous year, are shown below:

2024 2023
% of
nominal
Euros per
share
Amount
(Thousands
of Euros)
% of
nominal
Euros per
share
Amount
(Thousands
of Euros)
Ordinary shares 158% 0.19 39,785 158% 0.19 34,488
Total Dividends paid 158% 0.19 39,785 158% 0.19 34,488
Dividends charged to income statement 158% 0.19 39,785 158% 0.19 34,488

The 2024 and 2023 dividend payments have been implemented as a flexible dividend in which shareholders have been offered the choice between receiving newly issued Parent Company shares or the cash amount equivalent to the dividend.

In 2024, the cash payment was chosen by 8.5% of the holders of rights (which meant a disbursement of €3.3 million), and the remaining 91.5% opted to receive new shares, each at par value, which were issued as a capital increase (Note 16).

In 2023, the cash payment was chosen by 7.8% of the holders of rights (which meant a disbursement of €2.6 million), while the remaining 92.2% opted to receive new shares, each at par value, which were issued as a capital increase (Note 16).

When a dividend is approved, which may be settled in cash or through the issue of fully paid-up shares at the investor's option, i.e., remuneration with shares for a specific value, the corresponding liability must be recognised with a charge to reserves equivalent to the fair value of the rights to be allotted shares at no charge. If the investor opts to subscribe for fully paid-up shares, then the corresponding capital increase will be recognised. If the investor elects to collect the dividend, then the liability will be derecognised with a credit to the cash paid.

26. Basic earnings / (loss) per share

Basic earnings per share is calculated by dividing the net profit for the period that can be attributed to the Parent Company by the weighted average number of ordinary shares outstanding during the period, excluding the average number of treasury shares held for the entire period. Diluted earnings per share are calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted by the weighted average number of ordinary shares that would be issued if all potential ordinary shares were converted into ordinary shares of the Parent Company. For these purposes, the conversion is deemed to take place at the start of the period or at the moment of issue of the potential ordinary shares if these have been issued during the period itself.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

As of 31 December 2024 and 2023, there were no financial instruments with dilutive effects. Accordingly:

2024 2023
Net result of the year (thousands of euros) 10,147 (38,474)
No. of weighted average ordinary shares available (*) 211,437 211,437
No. of weighted average diluted shares (**) 211,437 211,437
Basic earnings per share (euros) 0.05 (0.18)
Diluted earnings per share (euros) 0.05 (0.18)

(*) Number of issued shares minus treasury shares

(**) Average number of available ordinary shares

As described in Note 16, during 2024 a total of 4,074,994 new shares of the Parent Company were created in the capital increase on 12 June 2024. During 2023, as a result of the increase in the fullypaid share capital through which the flexible dividend programme was implemented, a total of 27,878,356 new Parent Company shares were created in the respective capital increases on 7 and 12 June 2023.

In accordance with the provisions of IAS 33, these capital increases have been taken into account in the earnings per share corresponding to the 2023 financial year, whose value increased to -€0.18 per share (-€0.20 per share according to what was published in the financial statements for the year ending 31 December 2023).

Lastly, the calculation of diluted consolidated earnings per share takes into account the consolidated profit for the year attributable to the Parent Company, excluding the expense incurred by financial instruments convertible into shares, net of the related tax effect, if any.

27. Commitments, contingent liabilities and contingent assets

a) Commitments

As a result of the research and development activities carried out by the Group, as of the close of fiscal years 2024 and 2023, firm agreements had been entered into for the performance of these activities at a cost of €74.5 and €67.1, respectively, and in future years these agreements will have to be honoured.

At 31 December 2024, the Group had various guarantees set up with the public administration and third parties for an amount of €15.1 million at 31 December 2024 (€13.3 million at 31 December 2023).

As of 31 December 2024 and 2023, there were no significant commitments to purchase property, plant and equipment.

The Group's lease commitments are described in Note 10.

b) Contingent liabilities

There are no contingent liabilities other than those mentioned in the notes to these consolidated financial statements (payments related to the acquisition of intangible assets, Note 9).

c) Contingent assets

As at 31 December 2024 and 2023, there are no other contingent assets.

28. Transactions with related parties

Transactions between the Parent Company and its subsidiaries, since they are related parties, have been removed during the consolidation process and are not disclosed in this note. Transactions between the Parent Company and its subsidiaries are itemised in the individual financial statements.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

During 2024 and 2023, Group companies have carried out the following transactions with related parties, consequently maintaining the following balances at 31 December 2024 and 2023:

Related party Thousands of Euros
Company Transactions Balances - Debtor / (Creditor)
Concept Year Transactions -
Income/(Expenses)
Commercial
Lease liabilities
Almirall, S.A. Sinkasen, S.L.U. 2024 (3,293) - (28,188)
Leases 2023 (3,185) - (30,898)
Almirall, S.A.
Sinkasen, S.L.U.
2024
129
Re-invoicing works
2023
54
126 -
38 -
Almirall, S.A. Grupo Corporativo Landon, S.L. 2024 (49) (49) -
Others 2023 8 - -

The Group leases its headquarters (Note 10) from Sinkasen S.L.U., a related entity whose sole shareholder is Grupo Corporativo Landon, S.L. The lease was renewed in January 2023 for a period of ten years, until 31 December 2032.

Transactions with related parties are carried out at market price.

29. Remuneration of the Board of Directors and Senior Management

The amount accrued during fiscal years 2024 and 2023 by current and former members of the Parent Company's Board of Directors for all remuneration items (salaries, bonuses, allowances, remuneration in kind, life insurance, compensation, incentive schemes and social security contributions) amounted to €2,858 and €2,517 thousand, respectively. There are life insurance policies accrued for the amount of €3 thousand in 2024 (€2 thousand in 2023).

During fiscal year 2024, civil liability insurance premiums in the amount of €230 thousand (€249 thousand in 2023) have accrued to cover possible damages caused to members of the Board of Directors and Senior Management in the performance of their duties.

In addition, the remuneration, paid and unpaid, accrued by the Parent Company's Board of Directors from multi-year incentive and loyalty plans and the SEUS and PSP Plans (see Note 5-s)), amounted to €739 thousand in 2024 (€615 thousand in 2023). The balance of the provision for these plans totals €1,082 thousand in 2024 (€861 thousand in 2023).

As of 31 December 2024 and 2023, there are no other pension commitments agreed with the current and former members of the Parent Company's Board of Directors.

The Group has included the members of the Management Committee as senior management for the purposes of the consolidated financial statements, as long as they are not on the Board of Directors.

The amount accrued during fiscal years 2024 and 2023 by senior managers who are not members of the Parent Company's Board of Directors, for all remuneration items (salaries, bonuses, allowances, remuneration in kind, compensation, incentive schemes and social security contributions), came to €6,196 thousand and €6,883 thousand, respectively. There are life insurance policies accrued in the amount of €17 thousand in 2024 (€13 thousand in 2023).

In addition, the remuneration accrued, both paid and unpaid, by the Group's senior management under the multi-year incentive and loyalty schemes and the SEUS Plan amounted to €1,502 thousand and €1,326 thousand in fiscal years 2024 and 2023, respectively. The balance of the provision for these plans amounts to €4,179 thousand in 2024 (€4,283 thousand in 2023).

As of 31 December 2024 and 2023, there are no other pension commitments to the Senior Managers.

The members of the Board of Directors and Senior Management of the Group have not received any shares or share options during the fiscal year, nor have they exercised any options or have any options outstanding, nor have they been granted any advances or loans.

30. Other information concerning the Board of Directors

In order to avoid situations of conflict of interests with the Parent Company, during the fiscal year, the Administrators who have held positions on the Board of Directors have complied with the obligations set forth in Art. 228 of the revised text of the Spanish Capital Companies Act. Likewise, they themselves

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

and the people related to them have refrained from incurring in the scenarios of conflict of interest set forth in Art. 229 of that law, except in those cases in which the corresponding authorisation has been obtained.

31. Environmental information

The Group companies have adopted the appropriate measures in environmental matters in order to comply with the current environmental legislation. The Group's strategy takes into consideration the Paris Agreement objectives of limiting global temperature increase to below 2°C and climate neutrality by 2050. The impact of climate change risk has not been considered relevant in the preparation of the consolidated financial statements for 2024 as it does not significantly affect the useful lives of assets and/or asset impairment assessments and no legal or constructive obligations arise for the Group.

The Almirall Group's property, plant and equipment includes certain assets for environmental protection (limitation of fumes, subsoil drainage, etc.) with a carrying value of €14.9 million euros on 31 December 2024 (€13.8 million on 31 December 2023). In addition, investments in the amount of €3.3 million were made during 2024 (€4.1 million in 2023).

The consolidated income statements for fiscal years 2024 and 2023 include expenses related to environmental protection for the amounts of €2.1 million and €1.7 million, respectively.

The Group has made investments for an amount of €891 thousand related to photovoltaic panels intended for the production of electricity for self-consumption in 2024, the carrying value of which amounts to €3,483 thousand as of 31 December 2024 (€2,733 thousand as of 31 December 2023). The profit and loss statement for 2024 includes expenses related to the maintenance of these plates, which amount to €6 thousand (€31 thousand in 2023), and related depreciation expenses that amount to €147 thousand (€90 thousand in 2023); but it does not include any amount for electricity tax expenses in 2024 and 2023.

The Parent Company's Administrators consider that the measures adopted adequately cover all possible needs, and hence there are no environmental risks or contingencies. Accordingly, no subsidies or income related to these activities have been received.

32. Financial risk exposure and capital management

The Group's activities are exposed to various financial risks: market risk (including exchange rate risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's global risk management program contemplates the uncertainty of financial markets, and seeks to minimise the potential adverse effects on its financial profitability.

Financial risk management is controlled by the Group's Treasury Department, which identifies, assesses and hedges for financial risks in accordance with the policies approved by the Board of Directors. The Board provides written policies for overall risk management, as well as for specific areas such as foreign exchange risk, interest rate risk, liquidity risk, use of derivatives and non-derivatives, and investment of surplus liquidity.

Interest rate risk

As of 31 December 2024, most of the Group's debt is at a fixed rate, which minimises the risk of a possible increase in interest rates. As described in Note 18, the main debt instruments are as follows:

  • On 27 March 2019, the Parent Company arranged a loan facility with the European Investment Bank (EIB) for up to €120 million to fund its research and development efforts, with the objective of providing cutting-edge innovation and differentiated therapies in the area of medical dermatology. The first tranche of €80 million was granted on 17 April 2019, at a fixed interest rate of 1.351%, with 32 equal repayments of principal between 17 July 2021 and 17 April 2029, with the latter date being the final maturity. Due to the issue of new debt, the interest rate increased by 0.30%, and therefore the interest rate is 1.651%.
  • On 22 September 2021, the Parent Company proceeded to conclude and disburse an issuance of senior unsecured bonds for an aggregate nominal amount of €300 million, at a fixed annual interest rate of 2.125%, maturing on 22 September 2026.
  • Finally, the Group has taken out a revolving credit facility, which accrues interest at a variable rate tied to the Euribor, but at 31 December 2024 and 2023, no amounts had been drawn down.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

Exchange rate risk

The Group is exposed to exchange rate risk on certain transactions arising from its business activities. This exchange rate risk is mainly related to cash inflows in dollars for sales of finished product; cash inflows and outflows derived from the transaction with Covis; outflows in dollars for the licensing agreements with Athenex, Lily or Sun Pharma; outflows in dollars for clinical trials; purchases of raw materials and royalty payments in yen and dollars. The most relevant foreign currency in which the Group operates is the US dollar.

Monthly, the Group analyses the expected incoming and outgoing payments in foreign currencies, as well as the evolution and trends in these currencies. In recent years, the Group has occasionally reduced its exposure to exchange rate risk in larger commercial transactions by taking out specific insurance policies for exchange rates to cover incoming and outgoing cash flows in dollars.

Liquidity risk

The Group determines its cash requirements using two fundamental forecasting tools that operate according to different time frames.

On the one hand, a monthly cash budget is established for one year, based on the forecast financial statements for the current year, and deviations from the forecast are analysed on a monthly basis.

And on the other hand, medium- and long-term liquidity planning and management is based on the Group's Strategic Plan, which covers a five-year time frame.

Cash surpluses in foreign currencies are invested in deposits when payments are expected to be made in that currency, mainly US dollars.

The financing instruments include a series of covenants that, in the event of default, could result in a demand for immediate payment of these financial liabilities. The Group periodically assesses fulfilment therewith (as well as expected fulfilment, so that it may take corrective measures, if necessary). As of 31 December 2024, all covenants are considered to be fulfilled, as mentioned in Note 18.

The Group manages liquidity risk prudently, maintaining sufficient cash and marketable securities, as well as arranging committed credit facilities for an amount sufficient to support expected needs.

As of 31 December 2024, the forecast for liquidity reserves is as follows:

(Thousands of Euros) 2025 2026 and
following
years
Cash and other cash equivalents (Note 13) 377,097 -
Credit lines agreed by banks, not used (Note 1) - 275,000
Closing Balance 377,097 275,000

The table below presents an analysis of the Group's financial liabilities that are settled on a net basis, grouped according to maturity dates for the remaining period, from the balance sheet date to the contractual maturity date. The amounts shown in the table correspond to contractual undiscounted cash flows. Balances payable within 12 months are equal to their carrying amounts, since the effect of the discounting is negligible.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024

(Thousands of euros)

(Thousands of Euros) Less than 1
year
Between 1
and 2 years
Between 2
and 5
years
More than
5 years
At 31 December 2024
Loans with credit institutions (Note 18) 10,675 10,675 25,065 -
Financial derivatives held for trading (Note 18) 2,046 - - -
Bonds (Note 18) 6,375 304,781 - -
Lease liabilities (Note 10) - - - -
Trade and other payables (Note 19) 186,525 - - -
Total 205,621 315,456 25,065 -
At 31 December 2023
Loans with credit institutions (Note 18) 10,810 10,675 31,215 4,528
Financial derivatives held for trading (Note 18) 1,569 - - -
Bonds (Note 18) 6,375 6,375 304,781 -
Lease liabilities (Note 10) 6,206 6,135 14,620 16,850
Trade and other payables (Note 19) 181,354 - - -
Total 206,314 23,185 350,616 21,378

Estimate of the fair value

The valuation of assets and liabilities measured at fair value must be itemised by levels, according to the following hierarchy determined by IFRS 13:

  • Level 1. Quoted prices (unadjusted) in active markets for identical assets and liabilities.
  • Level 2. Data other than the quoted market prices included in Level 1 that are observable for the asset or liability, both directly (i.e., prices) and indirectly (i.e., derived from prices).
  • Level 3. Data for the asset or liability that is not based on observable market data.

At 31 December 2024 and 2023, the Group only has assets measured at level 3 fair value, which corresponds to the financial asset with Covis (Notes 12 and 15) and at level 2, which corresponds to the derivative described in Note 18.

Credit risk

The Group manages credit risk through an individual analysis of the items included in accounts receivable. As a preventive measure, credit limits are established for sales to wholesalers, pharmacies and local licensees. In the case of hospital sales, given their minor significance, payment is collected afterwards, once the debt is due.

Amounts considered to be bad debts, once all the pertinent collection procedures have been carried out, are provisioned at 100%. The breakdown by maturity, as well as the amounts provided for at yearend 2024 and 2023 are detailed in Note 15.

The Group does not have a significant credit risk, since it invests cash and arranges derivatives with highly solvent entities.

Capital management

The Group manages its capital to ensure the continuity of the activities of the Group companies of which it is the Parent Company and, at the same time, to maximise shareholder returns through an optimal balance between debt and equity.

The Group periodically reviews its capital structure in accordance with a five-year strategic plan that sets the guidelines for investment and financing needs.

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

The leverage ratios as of 31 December 2024 and 2023 were as follows:

Thousands of Euros 31
December
2024
31
December
2023
Financial debts (Note 18) 347,366 355,819
Retirement benefit obligations (Note 20) 58,581 60,481
Cash and cash equivalents (Note 13) (377,097) (387,954)
Net debt 28,850 28,346
Equity (Note 16) 1,488,382 1,463,400
Share Capital (Note 16) 25,616 25,127
Leverage Index(1) 1.9% 1.9%

(1) Based on the calculation used by the Group to determine the leverage ratio (excluding the amount of "Other financial liabilities" included in the Note 19 and the lease liabilities included in Note 10).

Macroeconomic and geopolitical risks

The Group's operations can be conditioned by economic cycles and international geopolitical conflicts, whether in areas in which it operates directly or in territories that impact other activities (such as the supply chain or clinical trials, for example). However, the pharmaceutical sector is generally considered counter-cyclical, given that chronic and prescription treatments tend to have stable demand and do not benefit (or are not harmed) by favourable macroeconomic scenarios (or recession, in the latter case).

In the year ended 31 December 2024, inflation in the various territories where the Group operates (mainly the European Union and the United States) remained at low levels as a result of the central banks' more restrictive monetary policies, which resulted in lower interest rates faced with the prospect of the central banks easing their monetary policy. The conflicts between Ukraine and Russia, and in the area of the Middle East remain active (both events mainly affect the licensee marketing segment), but did not have a significant impact on the Group's operations in 2024.

Lastly, in the United States, the new policies on access to healthcare implemented by the new administration under the Trump's mandate could have an impact on the evolution of the business in that territory, although the Group's exposure in terms of revenues is not very significant (5.6% of revenues for the 2024 financial year). On the other hand, the strength of the dollar against the euro could favour the contribution of intra-Group business.

33. Information on deferrals of payments to suppliers

The periods for payments to suppliers achieved by the Spanish companies of the Group's scope of consolidation comply with the limits established in Law 15/2010 of 5 July, amending Law 3/2004 on combating late payment in commercial transactions. This Law establishes a payment deadline of 60 days.

The itemisation of payments for commercial transactions made during the year and those pending payment at year-end, in relation to the maximum legal deadlines provided for in Law 15/2010, which is itemised pursuant to the Official State Gazette published on 4 February 2016, is as follows:

2024 2023
Days Days
Average period of payment to suppliers 42 43
Ratio of paid transactions 44 44
Ratio of transactions pending payment 29 24
Total payments made 598,908 575,157
Total payments due 73,126 44,485

This balance refers to the suppliers of the Spanish companies of the consolidable group, which, by their nature, are trade payables for debts with suppliers of goods and services.

Finally, in accordance with Law 18/2022 of 28 September, the monetary volume and number of invoices paid in a period lower than the maximum established in the regulations on late payment and the

Notes to the Consolidated Financial Statements for the year ended 31 December 2024 (Thousands of euros)

percentage they represent of the total invoices and payments, according to the provisions of the Official State Gazette published on 29 September 2022, are detailed below for the Spanish companies in the Group's consolidation scope:

2024 2023
Thousands
of Euros
Number of
invoices
Thousands
of Euros
Number of
invoices
Invoices paid within the deadline* 489,952 30,960 387,328 17,549
Total invoices paid 598,908 36,418 575,157 36,833
% paid within the deadline* 81.8% 85.0% 67.3% 47.6%

* in accordance with Spanish default regulations

34. Subsequent events

On 31 January 2025, an agreement has been signed corresponding to the divestment of Algidol® and the Sekisan® licence in Spain. As a result, the Group has collected €12 million with certain unconditional future payments pending. As at 31 December 2024 there are no significant assets associated with this transaction.

At the date of preparation of these consolidated financial statements, the Board of Directors of Almirall, S.A. has agreed to propose to the General Shareholders' Meeting the distribution of a dividend charged to unrestricted reserves for the amount of €40.6 million (equivalent to €0.19 per share). For the purposes of this dividend distribution, it is proposed to again utilise the "Flexible Dividend" shareholder remuneration system, already applied in 2024, or alternatively, to pay it fully in cash.

Thousands of Euros
Name Laboratorios
Almirall S.L.
Laboratorios
Tecnobio S.A.
Industrias
Farmacéuticas
Almirall S.A.
Ranke
Química S.A.
Almirall
Holding Iberia
S.L. (1)
Almirall, NV Almirall -
Productos
Farmacêuticos.
Lda.
Address Spain Spain Spain Spain Spain Belgium Portugal
Activity Intermediation
services
Inactive Manufacturing
of specialities
Manufacture
of raw
materials
Holding Pharmaceutical
laboratory
Pharmaceutical
laboratory
31 December 2024
Fraction of capital held:
-
Directly
100% 100% 100% 100% 100% 0.01% -
-
Indirectly
- - - - - 99.99% 100%
% voting rights 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full consolidation
Capital 120 61 1,200 1,200 52,602 1,203 1,500
Reserves 1,138 318 43,269 21,442 (22,495) 2,569 2,914
Net profit/(loss) for the year 714 29 4,643 1,471 73,163 172 294
31 December 2023
Fraction of capital held:
-
Directly
100% 100% 100% 100% 100% 0.01% -
-
Indirectly
- - - - - 99.99% 100%
% voting rights 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full consolidation
Capital 120 61 1,200 1,200 52,602 1,203 1,500
Reserves 8,458 1,274 58,557 21,308 17,615 2,437 2,769
Net profit/(loss) for the year 680 44 3,661 1,128 (110) 132 145
Thousands of Euros
Name Almirall, BV Almirall Europa
Derma S.L.
Almirall Limited Almirall, S.A.S. Almirall SP.
Z.O.O.
Almirall GmbH Almirall, AG
Address Netherlands Spain United
Kingdom
France Poland Austria Switzerland
Activity Pharmaceutical
laboratory
Inactive Pharmaceutical
laboratory
Pharmaceutical
laboratory
Intermediation
services
Intermediation
services
Pharmaceutical
laboratory
31 December 2024
Fraction of capital held:
-
Directly
- - - - - 100% 100%
-
Indirectly
100% 100% 100% 100% 100% - -
% voting rights 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full
consolidation
Full consolidation Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full consolidation
Capital 4,000 61 571 12,527 12 36 901
Reserves 3,986 176 13,812 7,205 1,646 1,845 6,857
Net profit/(loss) for the year 332 5 865 1,721 55 430 1,113
31 December 2023
Fraction of capital held:
-
Directly
- - - - - 100% 100%
-
Indirectly
100% 100% 100% 100% 100% - -
% voting rights 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full
consolidation
Full consolidation Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full consolidation
Capital 4,000 61 500 12,527 51 36 1,000
Reserves 3,143 171 10,889 23,613 6,834 2,632 5,563
Net profit/(loss) for the year 499 5 583 2,625 45 384 744
Thousands of Euros
Name Almirall SpA Almirall Hermal
GmbH
Almirall Aps Almirall Inc Subgroup (2)
Almirall LLC
Poli Group
Holding S.R.L.
Polichem, S.A. Polichem
S.R.L.
Address Italy Germany Denmark United States United States Italy Luxembourg
Switzerland/China
Italy
Activity Pharmaceutical
laboratory
Pharmaceutical
laboratory
Pharmaceutical
laboratory
Holding Pharmaceutical
laboratory
Holding Pharmaceutical
laboratory
Pharmaceutical
laboratory
31 December 2024
Fraction of capital held:
-
Directly
- 100% 100% 100% - 100% - 0.4%
-
Indirectly
100% - - - 100% - 100% 99.6%
% voting rights 100% 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full consolidation Full
consolidation
Capital 8,640 25 17 - - 31 1,447 540
Reserves 6,398 32,893 3,438 273,387 291,806 6,682 23,153 779
Net profit/(loss) for the year 4,504 34,662 248 (34,410) (41,122) 238,637 36,375 1,991
31 December 2023
Fraction of capital held:
-
Directly
- 100% 100% 100% - 100% - 0.4%
-
Indirectly
100% - - - 100% - 100% 99.6%
% voting rights 100% 100% 100% 100% 100% 100% 100% 100%
Consolidation method Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Full consolidation Full
consolidation
Capital 8,640 25 125 - - 31 1,447 540
Reserves 57,257 43,812 23,826 374,412 391,351 46,713 205,048 7,435
Net profit/(loss) for the year 4,159 32,369 229 (106,577) (105,652) (31) 33,819 1,344

(2) Includes Aqua Pharmaceutical Holdings Inc. and Almirall LLC holding companies

Thousands of Euros
Name Almirall S.r.o. Almirall S.r.o Almirall AS Almirall AS
Address Czech
Republic
Slovak
Republic
Norway Sweden
Activity Intermediation
services
Intermediation
services
Intermediation
services
Intermediation
services
31 December 2024
Fraction of capital held:
-
Directly
- 100% 100% 100%
-
Indirectly
100% - - -
% voting rights 100% 100% 100% 100%
Consolidation method Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Capital - 5 27 2
Reserves 536 573 473 518
Net profit/(loss) for the year 40 24 22 25
31 December 2023
Fraction of capital held:
-
Directly
- 100% 100% 100%
-
Indirectly
100% 0% 0% 0%
% voting rights 100% 100% 100% 100%
Consolidation method Full
consolidation
Full
consolidation
Full
consolidation
Full
consolidation
Capital 10 5 300 25
Reserves 12,600 556 5,424 5,700
Net profit/(loss) for the year 38 17 16 30

Consolidated management report (Year ended 31 December 2024)

(Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails)

TABLE OF CONTENTS

1. Summary of the year: main milestones 3
2. Corporate Development 4
3. Evolution of the main figures of the consolidated income statement 4
4. Consolidated balance sheet. Financial position
5
5. Risk factors
5
6. Financial risk management and use of hedging instruments
5
7. Trends for the year 2025 6
8. Annual Corporate Governance Report 6
9. Management Bodies, Board
6
10. Capital structure. Significant shareholdings
8
11. Treasury shares 8
12. Private agreements among shareholders and restrictions on transferability and voting
8
13. Significant agreements
9
14. Subsequent events
9
15. Annual remuneration report
9
16. Sustainability information
9

1. Summary of the year: main milestones

The financial year ending 31 December 2024 was characterised by an increase in net turnover, mainly due to the performance of the Group's dermatology portfolio in Europe. Growth is mainly being led by products marketed under the brand names Ilumetri (for treating moderate to severe plaque psoriasis), Wynzora (for treating mild to moderate psoriasis) and Ebglyss (launched in December 2023 in Germany and for treating moderate to severe atopic dermatitis). Additional launches of Ebglyss in new territories are expected throughout 2025. The Spanish market is also growing thanks to the dermatology portfolio, Almax and the products acquired throughout 2023 (Physiorelax in February and Prometax in August), which offset the erosion in sales of products marketed under the Efficib and Tesavel brands, affected by the competition from generics since August 2022.

From the macroeconomic and geopolitical point of view, inflation in the various territories where the Group operates (mainly the European Union and the United States) remained at low levels as a result of the central banks' more restrictive monetary policies, which resulted in lower interest rates faced with the prospect of the central banks easing their monetary policy. The conflicts between Ukraine and Russia, and in the area of the Middle East remain active (both events mainly affect the licensee marketing segment), but did not have a significant impact on the Group's operations in 2024.

In the specific case of Spain, the Pharmaceutical Industry's Strategy for the 2024-2028 period has been approved, which seeks to integrate innovation, production and access to medicines, taking into account sustainability and control of health spending. This strategy recognises that the pharmaceutical sector is crucial to people's health and quality of life, as well as to the global economy. Drawn up by an inter-ministerial group and the main employers' organisations of the sector in Spain, it focuses on three key aspects: equitable access to medicines, sustainability of the National Health System (NHS) and the promotion of innovation and competitiveness of the industry. It is part of Spain's Recovery, Transformation and Resilience Plan and contributes to the European Pharmaceutical Strategy. At the end of 2024, the concrete impacts that may result from this strategy are unknown.

From the point of view of R&D activities, there has been no relevant regulatory event, although two development agreements have been signed (with Novo Nordisk and Eloxx Pharmaceuticals), as explained in the following sections.

The dividend proposed by the Board of Directors on 16 February 2024 was approved at the General Meeting of Shareholders held on 10 May 2024. The payment of the dividend has been implemented as a flexible dividend in which shareholders have been offered the choice between receiving newly issued Parent Company shares or the cash amount equivalent to the dividend. The cash payment was chosen by 8.5% of the rights holders (which entailed a disbursement of 3.3 million euros), while the remaining 91.5% opted to receive new shares at the unit par value, which were issued as a capital increase. On 12 June 2024, a total of 4,074,994 new shares of the Parent Company from this flexible dividend were admitted to trading on the Barcelona, Madrid, Bilbao and Valencia stock exchanges.

From a liquidity standpoint, the Group ended the year with a cash position that amounted to €377.1 million (€388.0 million at 31 December 2023). This evolution is explained by:

  • A robust cash flow from operating activities (+€160.8 million), in line with the operating profit plus amortisation, but partially offset by interim corporate income tax payments (mainly in Germany and Switzerland) and a certain increase in working capital, although this has improved significantly compared to 2023.
  • Net payments from investment activities (-€140.0 million) resulting mainly from various licence payments accrued at the end of 2023 (€75 million), from the acquisition of the worldwide rights for Klisyri, the first milestone payment for sales of Wynzora, the agreements signed with Eloxx Pharmaceuticals and Novo Nordisk in 2024 and from investments in the Group's production facilities, partially offset by proceeds from the agreement with Covis Pharma GmbH and the interest from financial investments.
  • Net payments from financing activities (-€31.6 million) due to interest payments on debt, quarterly repayments of the loan with the European Investment Bank, the dividend payment and financial lease payments.

2. Corporate Development

During FY 2024, the corporate development agreements concluded and the significant events that occurred were as follows:

  • On 16 February 2024, an agreement was signed with Novo Nordisk for the rights to NN-8828 for the use thereof in various fields, including immune-mediated inflammatory skin diseases. NN-8828 is an IL-21 blocker that inhibits IL-21-induced pathophysiological functions in several immunomodulatory diseases.
  • On 11 March 2024, an agreement was signed with Eloxx Pharmaceuticals Inc. for the rights to ZKN-013, including its use in orphan dermatological diseases. ZKN-013 is a potentially promising oral drug for reading nonsense mutations, which allows host cells to produce functional proteins that counteract the root cause of these rare dermatological diseases and potentially others.
  • On 10 June 2024, it was announced that the US Food and Drug Administration (FDA) had approved the Supplemental New Drug Application (sNDA), which involves extension of the treatment area to 100 cm2 of Klisyri (tirbanibulin), a topical treatment for actinic keratosis (AK) of the face or scalp, which is applied once daily for five days. This new approval will modify the previous dosing of Klisyri for treatment, from a surface area of up to 25 cm2 to a surface area of up to 100 cm2, thereby allowing physicians to treat a larger surface area on the face or scalp. This approval has been backed by an open-label Phase III safety study with over 100 patients in the United States.
  • At the Congress of the European Academy of Dermatology and Venereology (EADV), held from 25 to 28 September in Amsterdam, in the Netherlands, Almirall presented new long-term results from the ADjoin extension trial. More than 80% of adults and adolescents with moderate to severe atopic dermatitis who responded to treatment with lebrikizumab at week 16 of the ADvocate 1 and 2 trials, and continued the treatment for up to three years, experienced sustained skin clearance with monthly maintenance dosing. Nearly 87% of patients treated with this biological agent have not required high potency topical corticosteroids or systemic treatments during the three-year period

3. Evolution of the main figures of the consolidated income statement

  • Operating income totalled €990.6 million (+10.2%) due to:
    • Net turnover amounted to €985.7 million, showing an increase of 10.2% thanks to the growth in dermatological products in Europe (led by Ilumetri, Ebglyss and Wynzora), partially offset by lower income from granting licences (there were two one-off agreements in the first semester of 2023).
    • Other income amounted to 4.9 million euros, increasing thanks to income from grants and offset by lower income from the Covis agreement.
  • The R&D expenses of the financial year amounted to €124.2 million (+12% compared to the 2023 financial year) due to the developments associated with the agreements signed at the end of 2023 and the beginning of 2024, together with the development of IL-2muFc, which has initiated Phase I, and Anti-IL-1RAP mAb, which is in Phase I.
  • Operating expenses increased as a result of the commercial roll-out of Ebglyss (for which successive launches are expected in several territories in 2025), Ilumetri and Wynzora.
  • Staff costs increased due to the new-hires during the period, together with the salary increase of Spanish companies as a result of applying the salary review clause for the period from 2021 to 2023, as established by the collective bargaining agreement of the chemical sector in force for those years. In addition, a new agreement was signed in 2024 for the 2024 - 2026 period, which provides for annual increases of 3%. The average workforce for the fiscal year 2024 was 2,026 people (1,904 in 2023).
  • Depreciation and amortisation amounted to €139.1 million (+11.9%), increased by the start of the amortisation associated with the acquired rights of Ebglyss, partially offset by the reduction derived from the impairments made in 2023 on the rights of Seysara (an acne product marketed in the United States).
  • The net financial result has improved compared to 2023 as a result of the interest generated by deposits and current accounts (in 2023 they started to be remunerated from the second half of the year).
  • The heading "Impairment of property, plant and equipment, intangible assets and goodwill" includes the net loss related to the impairment of certain products in the U.S. market.
  • Hence, for the reasons indicated, the net result for the year amounts to a profit of €10.1 million, compared to a loss of €38.5 million in 2023.

4. Consolidated balance sheet. Financial position

The main changes in the Consolidated Balance Sheet as at 31 December 2024 compared to the end of FY 2023 are described below:

  • Intangible assets decreased slightly, mainly as a result of amortisation, offset by additions in the period and the positive effect of the US dollar on assets linked to the US business.
  • Trade receivables have increased mainly due to the increase in turnover and the recognition of the right to collect various loans granted by the Spanish Ministry of Science and Technology to finance R&D activities.
  • The cash position at 31 December 2024 amounts to €377.1 million, maintaining similar levels to year-end 2023, despite payments made in connection with licence agreements, including various licence agreement milestones that were earned at the end of 2023, but paid in 2024 (approximately €75 million), in addition to various agreements signed in 2024.
  • Financial debt has decreased as a result of quarterly repayments of the loan from the European Investment Bank.
  • Other current liabilities have decreased as a result of the milestone payment mentioned above, although partially offset by the Ilumetri sales milestone accrued in November 2024, which at the date of preparation of these consolidated financial statements has not yet been paid.

5. Risk factors

Noteworthy risk factors that may affect the achievement of business targets are as follows:

  • Pressures related to price reductions, reimbursement conditions, contributions to the healthcare system or more restrictive regulations, which could increase with growing government budget deficits on the horizon and with a potential overall worsening of the macroeconomic conditions in European countries.
  • Price increases in materials, transport and energy, as well as supply shortages, due to constant geopolitical and socio-economic threats.
  • Unexpected climate changes and increasing risks of major natural disasters could accelerate the adoption of new regulations to reduce emissions, energy and water use and changes to increase climate resilience, thereby generating greater transition costs.
  • Cyberattacks or security incidents that could allow access to confidential information or could cause a disruption of business activities.
  • Impairment of intangible assets and goodwill due to lower-than-projected revenue streams.
  • Inability to have a sufficiently balanced and differentiated R&D pipeline in its various phases, either with internal or external innovation, to nurture the portfolio of products.
  • Difficulties in attracting and retaining talent.
  • Delays in the implementation of new launches.

In addition, in the Consolidated Non-Financial Information Statement and Sustainability Information of Almirall S.A and its subsidiaries for the fiscal year 2024, the Group's risk management system is explained (section 2.1.4).

6. Financial risk management and use of hedging instruments

Interest rate risk

As of 31 December 2024, most of the Group's debt is at a fixed rate, which minimises the risk of a possible increase in interest rates. As described in Note 18, the main debt instruments are as follows:

  • On 27 March 2019, the Parent Company arranged a loan facility with the European Investment Bank (EIB) for up to €120 million to fund its research and development efforts, with the objective of providing cuttingedge innovation and differentiated therapies in the area of medical dermatology. The first tranche of €80 million was granted on 17 April 2019, at a fixed interest rate of 1.351%, with 32 equal repayments of principal between 17 July 2021 and 17 April 2029, with the latter date being the final maturity. Due to the issue of new debt, the interest rate increased by 0.30%, and therefore the interest rate is 1.651%.

  • On 22 September 2021, the Parent Company proceeded to conclude and disburse an issuance of senior unsecured bonds for an aggregate nominal amount of €300 million, at a fixed annual interest rate of 2.125%, maturing on 22 September 2026.
  • Finally, the Group has taken out a revolving credit facility, which accrues interest at a variable rate tied to the Euribor, but at 31 December 2024 and 2023, no amounts had been drawn down.

Exchange rate risk

The Group is exposed to exchange rate risk on certain transactions arising from its business activities. This exchange rate risk is mainly related to cash inflows in dollars for sales of finished product; cash inflows and outflows derived from the transaction with Covis; outflows in dollars for the licensing agreements with Athenex, Lily or Sun Pharma; outflows in dollars for clinical trials; purchases of raw materials and royalty payments in yen and dollars. The most relevant foreign currency in which the Group operates is the US dollar.

Monthly, the Group analyses the expected incoming and outgoing payments in foreign currencies, as well as the evolution and trends in these currencies. In recent years, the Group has occasionally reduced its exposure to exchange rate risk in larger commercial transactions by taking out specific insurance policies for exchange rates to cover incoming and outgoing cash flows in dollars.

Liquidity risk

The Group determines its cash requirements using two fundamental forecasting tools that operate according to different time frames.

On the one hand, a monthly cash budget is established for one year, based on the forecast financial statements for the current year, and deviations from the forecast are analysed on a monthly basis.

And on the other hand, medium- and long-term liquidity planning and management is based on the Group's Strategic Plan, which covers a five-year time frame.

Cash surpluses in foreign currencies are invested in deposits when payments are expected to be made in that currency, mainly US dollars.

The financing instruments include a series of covenants that, in the event of default, could result in a demand for immediate payment of these financial liabilities. The Group periodically assesses fulfilment therewith (as well as expected fulfilment, so that it may take corrective measures, if necessary). As of 31 December 2024, all covenants are considered to be fulfilled, as mentioned in Note 18.

The Group manages liquidity risk prudently, maintaining sufficient cash and marketable securities, as well as arranging committed credit facilities for an amount sufficient to support expected needs.

7. Trends for the year 2025

2025 will be a significant year for Ebglyss, consolidating growth in the territories where it has already launched and paying special attention on the new territories where it will launch in 2025. As for the rest of the dermatology portfolio, growth is expected to continue with the leadership of Ilumetri, Wynzora and Klisyri.

In terms of R&D activities, the focus will be on products that are in the early development stages, linked to agreements with Evotec, Ichnos, Simcere, Etherna, Novo Nordisk and Eloxx.

Finally, the Group's Management continues to focus on opportunistic acquisition transactions that fit with the Group's business strategy, while always maintaining a prudent financial approach.

8. Annual Corporate Governance Report

The Annual Corporate Governance Report is attached as Annex II to this document.

9. Management Bodies, Board

Appointment of directors

Directors are appointed (i) at the proposal of the Appointments and Remuneration Committee, in the case of independent directors, and (ii) after a report from the Appointments and Remuneration Committee, in the case of other directors, by the General Shareholders' Meeting or by the Board of Directors in accordance with the provisions of the Spanish Capital Companies Act.

When a new director is appointed, they must follow the orientation programme for new directors established by the Parent Company, so that they can quickly acquire sufficient knowledge of the Parent Company and of its rules for corporate governance.

When designating external directors, the Board of Directors endeavours to ensure that candidates are chosen who have recognised solvency, competence and experience, given that great care must be taken when filling the posts of independent director provided for in Art. 6 of the Board Regulations.

Directors affected by proposals for re-election will abstain from taking part in deliberations and from voting on such proposals.

Directors hold office for the term stipulated by the General Shareholders' Meeting, which must be the same for all of them and may not exceed four years. At the end of this term, they may be re-elected one or more times for periods of the same maximum duration.

Replacement of directors

Directors will leave office when the term for which they were appointed has elapsed or when so decided by the General Shareholders' Meeting in the exercise of the powers conferred upon it by law or by the Company's Articles of Association. In any case, the appointment of directors will end when the term has expired and the next General Meeting has been held or when the legal deadline for holding the meeting that must pass a resolution approving the previous year's accounts has elapsed.

The Board of Directors may only propose the dismissal of an independent director before expiry of the term established in the Articles of Association when there is just cause, as determined by the Board following a report from the Appointments and Remuneration Committee. In particular, just cause will be deemed to exist when the director has failed to comply with the duties inherent in their position or has incurred in any of the circumstances that prevent them from holding office as described in the definition of independent director established in the good corporate governance recommendations currently in force.

Directors affected by proposals for dismissal will abstain from taking part in the deliberations and voting on such proposals.

Directors must submit their resignation to the Board of Directors and, if the Board deems it appropriate, officially resign their post in the following cases:

  • a) When they leave the executive positions associated with their appointment as director.
  • b) When they find themselves in any of the situations resulting in incompatibility or prohibition as stipulated by law.
  • c) When they are seriously reprimanded by the Board of Directors for having breached their obligations as directors.
  • d) When their continued presence on the Board may jeopardise or damage the interests, credit or reputation of the Parent Company or when the reasons for which they were appointed cease to exist (for example, when a proprietary director sells their stake in the Parent Company).
  • e) In the case of independent directors, they may not remain in their posts for a continuous period of more than 12 years, and once this period has elapsed, they must submit their resignation to the Board of Directors and officially resign.
  • f) In the case of proprietary directors (i) when the shareholder they represent sells its entire stake and; , likewise (ii) in the corresponding number, when this shareholder reduces its stake to a level that requires a reduction in the number of proprietary directors.

In the event that, due to resignation or for any other reason, a director leaves their post before the end of their term of office, they must explain the reasons in a letter to be sent to all the members of the Board.

Amendment of Articles of Association

The amendment of the Articles of Association is the responsibility of the General Shareholders' Meeting and is governed by Art. 160 of the Spanish Capital Companies Act and other concordant provisions, and there are no relevant specifications in this regard in the Articles of Association or the Regulations of the General Shareholders' Meeting.

Powers of Members of the Board of Directors

All the powers corresponding to the Board of Directors are permanently delegated in favour of the Chief Executive Officer of Almirall S.A. (Parent Company of the Group), according to a deed authorised on 11 May 2023 by the Notary Public of Barcelona, Mr. Enrique Viola Tarragona, acting in replacement of and for the notarial records of his colleague of the same city, Ms. Blanca Pardo García.

10. Capital structure. Significant shareholdings

The Parent Company's share capital as at 31 December 2024 is represented by 213,468,718 shares with a par value of €0.12, fully subscribed and paid up (209,393,724 shares as at 31 December 2023).

The shareholders with significant holdings in the share capital of Almirall, S.A., both direct and indirect, in excess of 3% of the share capital, of which the Parent Company is aware, according to the information contained in the official records of the National Securities Market Commission (CNMV) as of 31 December 2024 and 2023, are as follows:

Name or company name of the direct holder of % Interest % Interest
the interest 31/12/2024 31/12/2023
Grupo Plafin, S.A. 44.5% 44.5%
Grupo Corporativo Landon, S.L. 15.6% 15.6%
Norbel Inversiones 5.1% 5.1%
Wellington Management - 5.0%
Total 65.2% 70.2%

As of 31 December 2024 and 2023, the Parent Company was not aware of any other holdings equal to or greater than 3% of the share capital or voting rights of the Parent Company, which, although less than the established percentage, would enable the exercise of significant influence over the Parent Company.

11. Treasury shares

The Parent Company has a liquidity contract with a financial intermediary, effective as from 4 March 2019, with the aim of favouring liquidity and stability of prices of the Company's shares, within the limits established by the General Shareholders' Meeting and by current regulations, in particular, Circular 1/2017, of 26 April, of the National Securities Market Commission (CNMV), on liquidity contracts. This contract means that as at 31 December 2024 the Parent Company holds treasury shares representing 0.10% of the share capital (0.09% at 31 December 2023) and an overall nominal value of €24.5 thousand (€23.0 thousand at 31 December 2023), which have been recognised in accordance with EU-IFRS. The average acquisition price of these shares was €8.4 per share. The treasury shares held by the Parent Company are intended to be traded on the market.

12. Private agreements among shareholders and restrictions on transferability and voting

There is a private agreement among shareholders, which has been duly notified to the CNMV, and the full text thereof can be consulted on the website www.almirall.com. It was concluded by Mr. Antonio Gallardo Ballart and Mr. Jorge Gallardo Ballart, and it regulates the concerted action of its signatories in Almirall, S.A. and the exercise of the voting rights that indirectly have in the Parent Company through the company Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L. (formerly Todasa, S.A.U.).

There are no restrictions set out in the Articles of Association on the free transferability of the Company's shares, nor are there any statutory or regulatory restrictions set out in the Articles of Association or in other regulations on voting rights.

13. Significant agreements

There are no significant agreements, either in relation to changes of control of the Parent Company or between the Parent Company and its Directors and Management or Employees, regarding compensation for resignation (except those described in the Annual Remuneration Report), dismissal or takeover bids (except those described in the Annual Report on Directors' Remuneration and the Corporate Governance Report).

14. Subsequent events

On 31 January 2025, an agreement has been signed corresponding to the divestment of Algidol® and the Sekisan® licence in Spain. As a result, the Group has collected €12 million, with certain unconditional future collections pending. As at 31 December 2024 there are no significant assets associated with this transaction.

At the date of preparation of these consolidated financial statements, the Board of Directors of Almirall, S.A. has agreed to propose to the General Shareholders' Meeting the distribution of a dividend charged to unrestricted reserves for the amount of €40.6 million (equivalent to €0.19 per share). For the purposes of this dividend distribution, it is proposed to again utilise the "Flexible Dividend" shareholder remuneration system, already applied in 2024, or alternatively, to pay it fully in cash.

15. Annual remuneration report

The Annual remuneration report is attached as Annex III to this document.

16. Sustainability information

The Consolidated Non-Financial Information Statement and Sustainability Information of Almirall S.A and its subsidiaries for the fiscal year 2024 is attached in Annex I of this document.

Almirall, S.A. and Subsidiaries

Limited Assurance Report Issued by an Assurance Provider on the Consolidated Statement of Non-Financial Information (NFIS) and Sustainability Information

31/12/2024

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

KPMG Auditores, S.L. Torre Realia Plaça d'Europa, 41-43 08908 L'Hospitalet de Llobregat (Bercelona)

Limited Assurance Report Issued by an Assurance Provider on the Consolidated Statement of Non-Financial Information and Sustainability Information of Almirall, S.A. and subsidiaries for 2024

(Translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) To the Shareholders of Almirall, S.A.

Limited Assurance Conclusion_____________________________________________

Pursuant to article 49 of the Spanish Code of Commerce, we have performed a limited assurance review of the Consolidated Statement of Non-Financial Information (hereinafter NFIS) of Almirall, S.A. (hereinafter the Entity) and its subsidiaries (hereinafter the Group) for the year ended 31 December 2024, which forms part of the consolidated Directors' Report of the Group.

The content of the NFIS includes additional information to that required by prevailing mercantile legislation concerning non-financial information, specifically including the sustainability information prepared by the Group for the year ended 31 December 2024 (hereinafter the sustainability information) in accordance with Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 as regards corporate sustainability reporting directive (CSRD). This sustainability information has also been subject to limited assurance review.

Based on the procedures conducted and the evidence we have obtained, no issues have come to our attention that would lead us to believe that:

  • a) The Group's Non-Financial Information Statement for the year ended 31 December 2024 has not been prepared, in all material respects, in accordance with the contents included in prevailing mercantile legislation and with the European Sustainability Reporting Standards (ESRS) or other criteria in accordance with each subject area in "6.4 Index of contents required by Law 11/2018 of 28 December 2018" of the aforementioned statement;
  • b) The sustainability information as a whole has not been prepared, in all material respects, in accordance with the sustainability information framework applied by the Group and identified in the accompanying note "6. ABOUT THIS REPORT", including:
    • That the description provided of the process to identify the information included in note "3.2. Double Materiality Assessment" is consistent with the process in place and that it identifies the material information to be disclosed in accordance with the requirements of the ESRS.
    • Compliance with the ESRS.
    • Compliance of the disclosure requirements, included in subsections "4.2. European Taxonomy" and "7.2. Tables of indicators of economic activities that comply with EU taxonomy" of the environmental section of the sustainability information with article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment.

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

Basis for Conclusion ______________________________________________________

We have performed our limited assurance engagement in accordance with generally accepted professional standards applicable in Spain and specifically with the guidelines contained in the Revised Guidelines 47 and 56 issued by the Spanish Institute of Registered Auditors on assurance engagements on non-financial information and considering the content of the note published by the ICAC on 18 December 2024 (hereinafter generally accepted professional standards).

The procedures applied in a limited assurance engagement are less extensive compared to those required in a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is lower than the level of assurance that would have been obtained had a reasonable assurance engagement been performed.

Our responsibilities under those standards are described in more detail in the Responsibilities of the assurance provider section of our report.

We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including international independence standards) of the International Ethics Standards Board for Accountants (IESBA Code of Ethics), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Our firm applies International Standard on Quality Management 1 (ISQM 1), which requires a quality management system to be designed, implemented and operated that includes policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Directors' Responsibilities_________________________________________________

The preparation of the NFIS included in the consolidated directors' report of the Group, and the content thereof, is the responsibility of the Directors of Almirall, S.A. The NFIS has been prepared in accordance with prevailing mercantile legislation and the selected ESRS and other criteria described in accordance with each subject matter in "6.4 Index of contents required by Law 11/2018 of 28 December 2018" of the aforementioned statement.

This responsibility also encompasses the design, implementation and maintenance of internal control deemed necessary to ensure that the NFIS is free from material misstatement, whether due to fraud or error.

The Directors of Almirall, S.A. are also responsible for defining, implementing, adapting and maintaining the management systems from which the information required to prepare the NFIS was obtained.

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

In relation to sustainability information, the entity's Directors are responsible for developing and implementing a process to identify the information to be included in sustainability information in accordance with the CSRD, the ESRS and article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 and for disclosing information about this process in the sustainability disclosures themselves in subsections "4.2. European Taxonomy" and "7.2. Tables of indicators of economic activities that comply with EU taxonomy". This responsibility includes:

  • Understanding the context in which the Group's business activities and relationships are conducted, and its stakeholders, in relation to the Group's impact on people and the environment;
  • Identifying actual and potential impacts (both negative and positive), and any risks and opportunities that might affect, or could reasonably be expected to affect, the Group's financial position, financial performance, cash flows, access to financing and the cost of capital in the short, medium or long term;
  • Evaluating the materiality of the impacts, risks and opportunities identified;
  • Making assumptions and estimates that are reasonable in the circumstances.

The Directors are also responsible for the preparation of sustainability information, including the information identified by the process, in accordance with the sustainability information framework applied, including compliance with the CSRD, compliance with the ESRS and compliance with the disclosure requirements included in subsections "4.2. European Taxonomy" and "7.2. Tables of indicators of economic activities that comply with EU taxonomy" of the environmental section of the sustainability information with article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment.

This responsibility includes:

  • Designing, implementing and maintaining such internal control as the Directors determine is relevant to enable the preparation of sustainability information that is free from material misstatement, whether due to fraud or error.
  • Selecting and applying appropriate methods for sustainability information and making assumptions and estimates that are reasonable in the circumstances for specific disclosures.

Inherent Limitations in the Preparation of the Information __________________

In accordance with the ESRS, the entity's Directors are required to prepare prospective information based on assumptions, which are to be included in the sustainability information, about events that may occur in the future, as well as possible future actions, if any, that the Group may take. The actual outcome may differ significantly from the estimate, as it refers to the future and future events often do not occur as expected.

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

In determining sustainability disclosures, an entity's management interprets legal and other terms that are not clearly defined and may be interpreted differently by other people, including the legal conformity of such interpretations, and are therefore subject to uncertainty.

Responsibilities of the Assurance Provider ________________________________

Our objectives are to plan and perform the assurance engagement in order to obtain limited assurance about whether the NFIS and sustainability information are free from material misstatement, whether due to fraud or error, and to issue a limited assurance report containing our conclusions thereon. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the decisions of users taken on the basis of this information.

As part of a limited assurance engagement, we apply our professional judgement and maintain an attitude of professional scepticism throughout the engagement. We also:

  • Design and implement procedures to assess whether the process for identifying the information to be included in both the NFIS and sustainability information is consistent with the description of the process followed by the Group and enables, where appropriate, the identification of material information to be disclosed in accordance with the requirements of the ESRS.
  • Apply risk-based procedures, including obtaining an understanding of internal controls relevant to the engagement in order to identify the disclosures in which it is most likely that material misstatements arise, whether due to fraud or error, but not for the purpose of providing a conclusion about the effectiveness of the Group's internal control.
  • Design and implement procedures that respond to disclosures in both the NFIS and sustainability information in which material misstatements are likely to arise. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

Summary of the Work Carried Out_________________________________________

A limited assurance engagement includes performing procedures to obtain evidence to support our conclusions. The nature, timing and extent of the procedures selected depend on professional judgement, including an identification of the disclosures in which material misstatements, whether due to fraud or error, are likely to arise in the NFIS and sustainability information.

Our work has consisted of making inquiries of management, as well as of the different units and components of the Group that have participated in the preparation of the NFIS and sustainability information, reviewing the processes for compiling and validating the information presented in the NFIS and sustainability information and applying certain analytical procedures and sample review tests, which are described below:

In relation to the NFIS assurance review process:

  • Meetings with the Group's personnel to gain an understanding of the business model, policies and management approaches applied, the principal risks related to these matters and to obtain the information necessary for the external review.
  • Analysis of the scope, relevance and completeness of the content of the NFIS for 2024 based on the materiality analysis performed by the Group and described in the "3.2. Double Materiality Assessment" section, considering the content required by prevailing mercantile legislation.
  • Analysis of the processes for compiling and validating the data presented in the NFIS for 2024.
  • Review of the information related to the risks, policies and management approaches applied in relation to the material aspects presented in the NFIS for 2024.
  • Corroboration, through sample testing, of the information relative to the content of the NFIS for 2024 and whether it has been adequately compiled based on data provided by the information sources.

In relation to the assurance on sustainability information process:

  • Making inquiries of Group personnel:
    • To gain an understanding of the business model, policies and management approaches applied, the principal risks related to these matters and to obtain the information necessary for the external review.
    • To understand the source of information used by management (e.g. stakeholder interaction, business plans and strategy documents); and the review of the Group's internal documentation on its process.
  • Gaining, through inquiries with Group personnel, an understanding of the entity's processes for collecting, validating and presenting information relevant to the preparation of its sustainability information.

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

  • Assessing the consistency of the evidence obtained from our procedures on the Groupimplemented process to determine the information to be included in sustainability information with the description of the process included in such disclosures, and assessing whether the Group-implemented process identifies the material information to be disclosed in accordance with the requirements of the ESRS.
  • Assessing whether all the information identified in the Group-implemented process to determine the information to be included in sustainability information is effectively included.
  • Assessing the consistency of the structure and presentation of sustainability information with the provisions of the ESRS and the rest of the sustainability information framework applied by the Group.
  • Conducting inquiries of relevant personnel and analytical procedures on information disclosed in the sustainability information, considering information in which material misstatements are likely to arise, whether due to fraud or error.
  • Performing, where appropriate, substantive sampling procedures on the information disclosed in the selected sustainability information, considering information in which material misstatements are likely to arise, whether due to fraud or error.
  • Procuring, where applicable, the reports issued by accredited independent third parties accompanying the consolidated Directors' Report in compliance with EU regulations and, in relation to the information to which they refer and in accordance with generally accepted professional standards, confirming, exclusively, the accreditation of the assurance provider and that the scope of the report issued complies with EU regulations.
  • Procuring, where appropriate, the documents containing the information included by reference, the reports issued by auditors or assurance providers of such documents and, in accordance with generally accepted professional standards, confirming, exclusively, that, as regards the document to which the information included by reference, the conditions described in the ESRS for including information by reference in the sustainability information are met.
  • Procuring a representation letter from the Directors and management regarding the NFIS and sustainability information.

Other Information _______________________________________________________

Entity management is responsible for the other information. The other information comprises the consolidated annual accounts and other information included in the consolidated Directors' Report, but does not include either the auditor's report on the consolidated annual accounts or the assurance reports issued by accredited independent third parties required by EU law on specific disclosures contained in the sustainability information and accompanying the consolidated Directors' Report.

Our assurance report does not cover the other information and we do not express any assurance conclusions about it.

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

In connection with our assurance engagement on the sustainability information, our responsibility consists of reading the other information identified above and, in doing so, consider whether there is a material inconsistency between the other information and the sustainability information or the knowledge we have obtained during the assurance engagement that could be indicative of material misstatements in the sustainability information.

KPMG Auditores, S.L. (Signed on original in Spanish)

Patricia Reverter Guillot 21 February 2025

Consolidated Statement of Non-Financial Information and Sustainability Information of Almirall S.A. and Subsidiaries for 2024

TABLE OF CONTENTS

1. Introduction to the company _________ 6
2. Governance _______________ 7
2.1. Corporate Governance___________ 7
2.1.1.
Board of Directors ____________ 7
2.1.2.
Board Committees ____________ 7
2.1.3.
Corporate Committees________ 10
2.1.4.
Risk management ___________ 12
2.2. Business Conduct _____________ 13
2.2.1.
Organizational structure of business conduct at Almirall______ 14
2.2.2.
Impact, risk and opportunity management___________ 14
2.2.3.
Business conduct policies ___________ 15
2.2.4.
Prevention and detection of corruption or bribery _____ 20
2.2.5.
Cybersecurity and Information Security Management________ 21
2.2.6.
Artificial Intelligence Management ___________ 22
2.3. Sustainable supply chain ________ 23
2.3.1.
Supply chain management approach ________ 23
2.3.2.
Sustainable supply chain policies and processes _____ 24
2.3.3.
Levers and tools for sustainable supply chain management_________ 26
2.3.4.
Memberships and external recognitions ______ 28
2.3.5.
Sustainable Supply Chain goals and targets_________ 29
2.4. Responsible taxation ___________ 29
2.4.1.
Almirall's tax policy___________ 29
2.4.2.
Country-by-Country (CbC) Tax Information__________ 30
2.4.3.
Tax contribution _____________ 31
2.4.4.
Pre-tax net profit by country__________ 31
3. Sustainability Management and Double Materiality ________ 32
3.1. Sustainability governance _____________ 32
3.1.1.
Context______________ 32
3.1.2.
Sustainability Policy __________ 33
3.1.3.
Sustainability Strategy ________ 33
3.1.4.
Sustainability and ESG goals; initiatives and projects________ 35
3.1.5.
Sustainability assessments and ratings_______ 39
3.1.6.
Other ratings: CDP Disclosure________ 39
3.1.7.
Stakeholder relations _________ 40
3.1.8.
Specific sustainable financing ________ 41
3.2. Double materiality assessment _________ 42
3.2.1.
Introduction __________ 42
3.2.2.
Double materiality ___________ 42
3.2.3.
Assessment process _________ 44
3.2.4.
Analysis of the value chain __________ 45

In the event of discrepancy, the Spanish language version prevails.

3.2.5. Stakeholder identification____________ 45
3.2.6. Identification of IROs _________ 47
3.2.7. Assessment methodology ___________ 47
3.2.8. Assessment of IROs _________ 48
3.2.9. Assessment of double materiality ___________ 48
3.2.10. Results____________ 49
3.2.11. Previous year's results ___________ 51
4. Environment ______________ 51
4.1. Environmental management ___________ 51
4.1.1. Occupational Health, Safety and Environment Policy ________ 51
4.1.2. Almirall's integrated management system ___________ 52
4.1.3. Due Diligence Processes and Procedures __________ 53
4.2. European Taxonomy ___________ 54
4.2.1. Adoption of the European Taxonomy ________ 55
4.2.2. Calculation of KPIs___________ 56
4.3. Climate Change _________ 58
4.3.1. Governance __________ 58
4.3.2. Impact, Risk and Opportunity Management _________ 58
4.3.3. Transition plan to mitigate the impact of climate change______ 60
4.3.4. Policies related to climate change mitigation and adaptation ________ 61
4.3.5. Actions and resources in relation to climate change policies and Targets related to climate change
mitigation and adaptation _____________ 62
4.3.6. Energy ______________ 64
4.3.7. Scope 1, 2 and 3 emissions__________ 66
4.3.8. GHG removal and mitigation projects financed through carbon credits ______ 68
4.3.9. Internal carbon pricing ________ 70
4.4. Pollution _______________ 70
4.4.1. Impact, Risk and Opportunity Management _________ 70
4.4.2. Policies related to pollution __________ 70
4.4.3. Actions, targets and resources related to pollution __________ 71
4.4.4. Air pollution __________ 72
4.4.5. Water pollution ______________ 73
4.4.6. Pollution of soil______________ 74
4.5. Water ___________ 74
4.5.1. Impact, Risk and Opportunity Management _________ 74
4.5.2. Policies related to water consumption ________ 75
4.5.3. Actions, targets and resources in relation to water consumption _____ 75
4.5.4. Water consumption __________ 76
4.6. Biodiversity and ecosystems ___________ 77
4.6.1. Impact, Risk and Opportunity Management _________ 77
4.6.2. Policies related to biodiversity and ecosystems ______ 78
4.6.3. Biodiversity actions, targets, resources and metrics _________ 78
4.6.4. Biodiversity___________ 78
In the event of discrepancy, the Spanish language version prevails.
4.7. Resource use and circular economy ___________ 78
4.7.1. Impact, Risk and Opportunity Management _________ 78
4.7.2. Policies related to resource use and circular economy _______ 79
4.7.3. Actions, targets and resources related to resource use and circular economy_______ 79
Initiatives to improve the sustainability of packaging __________ 80
4.7.4. Waste management__________ 81
4.7.5. Consumption of starting materials ___________ 82
5. Social _____________ 82
5.1. The Almirall Culture ____________ 82
5.2. Own Workforce__________ 86
5.2.1. Impact, Risk and Opportunity Management _________ 86
5.2.2. Policies related to own workforce ___________ 88
5.2.3. Processes for engaging with own workers and workers' representatives, collective bargaining and
social dialogue _______________ 93
5.2.4. Processes to remediate negative impacts and channels for own workers to raise concerns __ 94
5.2.5. Taking action on material impacts on own workforce, and approaches to mitigating material risks
and pursuing material opportunities related to own workforce, and effectiveness of those actions ____ 95
5.2.6. Targets related to managing material negative impacts, advancing positive impacts, and
managing material risks and opportunities____________ 96
5.2.7. Workforce profile ____________ 96
5.2.8. Employee satisfaction and engagement (turnover and absenteeism rates) ___ 98
5.2.9. Non-employees _____________ 99
5.2.10. Diversity and inclusion___________ 100
5.2.11. Adequate wages _________ 102
5.2.12. Social protection _________ 103
5.2.13. Talent development and training _________ 104
5.2.14. Safety, health and wellbeing ____________ 109
5.2.15. Work-life balance_________ 113
5.2.16. Pay Equity Criteria and Pay Gap at Almirall ______ 115
5.2.17. Human Rights Incidents and Complaints ________ 117
5.3. Workers in the value chain____________ 117
5.3.1. Impact, Risk and Opportunity Management ________ 118
5.3.2. Policies and commitments related to value chain workers _________ 118
5.3.3. Procedures, actions and resources in relation to workers in the value chain _______ 119
5.3.4. Goals and targets in relation to workers in the value chain _________ 119
5.4. End consumers: Patients _____________ 119
5.4.1. Impact, Risk and Opportunity Management ________ 121
5.4.2. Policies and commitments to patients _______ 122
5.4.3. Patient health and safety ___________ 125
5.4.4. Communication Channels with Patients and End Consumers ______ 126
5.4.5. Taking effective actions and approaches to mitigate risks and seize opportunities related to
Patients and End-Users _____________ 128
5.4.6. Commitments to the community ___________ 128
5.4.7. Main patient-related goals and targets ______ 134

In the event of discrepancy, the Spanish language version prevails.

6. ABOUT THIS REPORT __________ 134
6.1. Scope of the report____________ 134
6.2. Principles of preparation _____________ 135
6.3. List of ESRS requirements included in the report ______ 135
6.4. Index of contents required by Law 11/2018 of 28 December _________ 139
6.5. Requirements not included at the date of publication of this report_____ 142
7. APPENDICES____________ 147
7.1. Other social indicators _________ 147
7.1.1. Breakdown of employees___________ 147
7.1.2. Layoffs _____________ 148
7.1.3. Remuneration _____________ 148
7.2. Tables of indicators of economic activities that comply with EU taxonomy _____ 150
7.2.1. Turnover____________ 150
7.2.2. Capex______________ 152
7.2.3. Opex_______________ 154

1. Introduction to the company

Almirall is a leading skin-health focused global pharmaceutical company that partners with healthcare professionals, applying science to provide medical solutions to patients and future generations. Founded 80 years ago and with headquarters in Barcelona, Almirall is listed on the Spanish Stock Exchange (ticker: ALM).

Almirall has become a key element of value creation for society, thanks to our commitment to our main shareholders and our decision to help patients by understanding the problems and challenges they face and using science to offer solutions applicable to real life. In 2019, Almirall defined its Purpose: "Transform the patients' world by helping them to make their hopes and dreams for a healthy life come true", which reflects our raison d'être as well as our essence today and for future generations. This Purpose conveys the goal of improving our patients' lives by focusing on their well-being. It is Almirall's legacy, the mark we will leave for future generations and our contribution to society.

Almirall's values are the basis upon which an organization is built, in which workers feel empowered as key players in the evolution of the company. These values drive the Almirall team and inspire us to work diligently day after day, leverage our knowledge and skills, to find effective solutions and improve patients' quality of life.

Almirall has refocused its strategy in skin health to better address unmet patient needs. We invest in innovation and substantially differentiated dermatology products to provide real solutions that improve patients' lives. We offer a wide range of medical solutions aimed at fighting skin diseases, helping people to improve their health.

With decades of investment in cutting-edge science and innovation behind us, at Almirall we're committed to continuing to develop our capabilities into the future. A collaborative mindset enables us to work closely with leading experts around the world to innovate and develop new technologies. Located in Barcelona, the hub for biomedical science and health innovation, Almirall's pharmaceutical R&D center is dedicated exclusively to skin health. Here, the team of leading scientists and experts in innovation are advancing their knowledge of skin science and identifying new skin treatment options by means of a variety of technologies.

Almirall generates its revenues mainly through its skin health product lines, offering a wide range of medical solutions to combat skin diseases. Our product portfolio is also complemented by therapeutic divisions that are divided into: central nervous, cardiovascular, gastrointestinal and musculoskeletal systems. Although Almirall generates income through the production of chemical products, this is minor, as the bulk of chemical production is for use in our in-house pharmaceutical production (more detail on this can be found at 4.2 "European Taxonomy"). Set out below is a breakdown of the Group's net revenue by geography and therapeutic area, as also presented in the Group's Annual Accounts for the financial year ended 31 December 2024:

Thousands of Euros
2024 2023
Spain 305,232 296,916
Europe and Middle East 576,012 491,567
America, Asia and Africa 104,477 106,033
Net turnover 985,721 894,516
Thousands of Euros
2024 2023
Dermatology and others 548,025 465,248
Gastrointestinal and metabolism 98,179 110,735
Respiratory 92,718 86,809
Cardiovascular 89,422 86,130
Central nervous system 82,441 74,800
Musculoskeletal 39,826 31,809
Other therapeutic specialties 35,110 38,985
Net turnover 985,721 894,516

In the event of discrepancy, the Spanish language version prevails.

Finally, pursuant to the requirements of the CSRD (Corporate Sustainability Reporting Directive) on Sustainable Business Model disclosures (SBM-1), Almirall is not involved in the production or marketing of controversial weapons, the cultivation and production of tobacco, in the fossil fuel sector (coal, oil and gas) nor does it offer products or services that are prohibited in certain markets, therefore, it does not generate revenues deriving from these activities.

2. Governance

2.1.Corporate Governance

Corporate governance at Almirall is guided by the Group's Purpose (see section 5.1 "The Almirall Culture" for further details), which reflects the raison d'être and permanent essence of the company. The aim is to ensure that the management model and the decisions taken by the Board of Directors and its committees uphold the long-term interests of the different stakeholders and guarantee the company's sustainability.

The critical elements are a model based on the law and governance best practice, transparency, shareholder protection and clear accountability.

The Purpose and the company's corporate values are guaranteed not only through the systems established to comply with existing laws and regulations (as well as the governance best practice) applicable to Almirall but also by leading with levels of transparency that allow us to gain the trust of patients and healthcare professionals, as well as other stakeholders such as, for example, employees, shareholders, investors, regulatory authorities, the sector as a whole and the media, etc.

The internal corporate standards (corporate policies and their standard operating procedures) also determine the regulation of Almirall's essential corporate governance guidelines, which are periodically reviewed and updated to adapt to regulatory changes and best practices. In this regard, new corporate policies have been approved for 2024 and are available on the company's intranet as well as on the Group's corporate website: https://www.almirall.es/politicas-corporativas.

2.1.1.Board of Directors

The Board of Directors carries out its duties with unity of purpose and independence, treating Almirall's shareholders equally and always guided by the interests of the company, with an absolute commitment to maintaining and protecting its value. It also oversees full compliance with laws and regulations, as well as compliance in good faith with its obligations and contracts, fully respecting the good practices of the sectors and territories where Almirall operates, and always complying with the principles of sustainability and social responsibility that the company has voluntarily integrated into its strategic objectives.

As at 31 December 2024, the Board of Directors comprises ten directors: one Executive Director, eight Independent Directors and one Proprietary Director, in addition to the non-director Secretary and the nondirector Vice-Secretary.

The Directors are: Carlos Gallardo Piqué (Chairman and Chief Executive Officer), Enrique de Leyva Pérez (Vice-Chair, Coordinating Director and Independent Director), Karin Louise Dorrepaal (Independent Director), Seth J. Orlow (Independent Director), Alexandra B. Kimball (Independent Director), Eva-Lotta Allan (known as Eva-Lotta Coulter) (Independent Director), Ruud Dobber (Independent Director), Ugo di Francesco (Independent Director), Eva Abans Iglesias (Independent Director) and Antonio Gallardo Torrededía (Proprietary Director). Of the total number of Directors, 80% are Independent Directors and 40% are women.

The non-director Secretary is Daniel Ripley and the non-director Vice-Secretary is Isabel Cristina Gomes.

During the 2024 financial year, Tom McKillop resigned as an External Director and consequently as Vice-Chair of the Board of Directors and member of the Appointments and Remuneration Committee. Ugo di Francesco and Eva Abans Iglesias were also appointed as Independent Directors.

Information concerning the experience of all Board members is also available on the company's corporate website (https://www.almirall.es/consejo-administracion).

2.1.2.Board Committees

There are four Committees of the Board of Directors: the Audit Committee, the Appointments and Remuneration Committee, the Dermatology Committee and the Governance Committee. Each of them operates with clear and defined roles, and their activity is regularly reviewed to ensure that the proposed objectives are achieved.

The committees meet quarterly and report their activities to the Board of Directors at each meeting.

Audit Committee

The Audit Committee is responsible for reviewing the company's regularly published financial and non-financial information, ensuring compliance with all legal requirements and the correct application of current accounting standards. It also supervises the internal audit system, internal control systems and activities related to risk control and management, in addition to constant interaction with the external auditors.

The Audit Committee also assumes the functions related to oversight of all matters relating to sustainability and ESG, ethics and compliance, information security and cybersecurity.

Almirall implements both an internal audit function and an annual external audit process to ensure the integrity and accuracy of all the information it publishes. Similarly, an important function of the Committee is management of the company's risks, which it does by supervising a management project that has been in place for many years, on the basis of which all operational risks are assessed and other risks, such as reputational, sustainability, cybersecurity and information security risks, are duly managed.

The Audit Committee is composed of four directors, all of whom are non-executive directors, three of whom are independent directors and one of whom is an external proprietary director. The Committee President is elected from among the independent directors. This director must be replaced every four years and may be re-elected after a period of one (1) year has elapsed since leaving office. The duties of Secretary are performed by a nonmember of the Committee. The Committee normally meets on a quarterly basis to review the periodic financial information to be submitted to stock market authorities and the information the Board of Directors must approve and include in its annual public documentation. It also meets at the request of any of its members and whenever convened by its President, who must do so whenever the Board or its President requests the issuance of a report or the adoption of proposals and, in any case, whenever it is appropriate for the proper performance of its functions.

In addition to the foregoing, the functions of the Audit Committee include:

  • Giving an account of its activities and reporting on its work to the first plenary session of the Board of Directors following its meetings.
  • Taking minutes of its meetings, copies of which it must send to all the members of the Board.
  • Preparing an annual report on its activities, highlighting any relevant incidents that may have arisen in relation to its duties. In addition, when it deems it appropriate, it includes in this report proposals for improving the company's governance rules.
  • Calling on, or even ordering, any of the members of the Company's management team or staff to appear without the presence of any other manager. Likewise, it may require the attendance of the auditors at its meetings.
  • Seeking the advice of external experts when it deems it necessary for the proper performance of its duties.
  • Supervising compliance with the company's corporate governance rules and internal codes of conduct, and ensuring that the corporate culture is aligned with its Purpose and values: in particular, establishing and supervising a mechanism that enables workers to report, confidentially and, if possible and deemed appropriate, anonymously, any potentially significant irregularities, especially those related to criminal, financial and accounting matters, that they become aware of within the Company (see section 2.2.4 "Prevention and detection of corruption or bribery" for further details).

In 2024, the Committee reviewed, amongst other matters, the company's periodic financial information, the most relevant operations, sought the opinion of external auditors, continuously monitored the company's main risks, reviewed the Group's Sustainability goals up to 2050, monitored the updating of the Information Security Program carried out and reviewed the observations and recommendations derived from the internal audit reports as well as compliance with its activity plan.

Appointments and Remuneration Committee

The Appointments and Remuneration Committee oversees the selection process and the Remuneration Policy for Members of the Board of Directors and Senior Management of the company and its subsidiaries, as well as supervising and coordinating the global strategic activities of Almirall's People and Culture area.

The Appointments and Remuneration Committee is responsible for formulating and reviewing the criteria to be followed regarding the composition of the company's management team and its subsidiaries. It is also responsible for selecting candidates and evaluating their skills, knowledge and the experience required for the

In the event of discrepancy, the Spanish language version prevails.

members of the Board of Directors, ensuring compliance with the Remuneration Policy, as well as reviewing potential conflicts of interest.

The Appointments and Remuneration Committee is made up of three independent directors. The members of the Appointments and Remuneration Committee are appointed taking into account their knowledge, skills and experience, as well as the duties of the Committee. The President of the Appointments and Remuneration Committee is an independent Director elected from among these directors. The duties of Secretary are performed by a non-member of the Committee. The Appointments and Remuneration Committee meets quarterly (normally). It also meets whenever convened by its President, who must do so whenever the Board or its President requests the issuance of a report or the adoption of proposals and, in any case, whenever it is advisable for the proper performance of its duties. The Committee must report on its activities and be accountable for its work to the first plenary session of the Board of Directors following its meetings. The Committee must take minutes of its meetings, copies of which it must send to all the members of the Board. The Committee must consult with the Chairman and Chief Executive Officer of the Company, especially on matters relating to executive directors and Senior Management. The Appointments and Remuneration Committee may seek the advice of external experts when it deems it necessary for the proper performance of its duties.

Notwithstanding other duties that may be assigned to it by the Board of Directors, the Appointments and Remuneration Committee has the following basic responsibilities:

  • Formulate and review the criteria to be followed for the composition of the management team of the company and its subsidiaries, as well as for the selection of candidates.
  • Report and submit to the Board of Directors the proposed appointments of directors, Senior Management and Senior Leadership so that the Board may proceed with their appointment.
  • Report to the Board regarding issues of gender diversity and director qualifications.
  • Propose to the Board of Directors the remuneration policy for directors and general managers or for those who perform their senior management duties under the direct supervision of the Board, executive committees or managing directors, as well as the individual remuneration and other contractual conditions for executive directors, ensuring that they are complied with.

Among other matters, the new Remuneration Policy for Members of the Company's Board of Directors was favorably evaluated during the 2024 financial year, after submission for approval by the Board of Directors and the Shareholders' Meeting. The policy, available on Almirall's website, was designed with the advice of corporate governance experts and with the objective of attracting and retaining talent on the Board, ensuring a remuneration scheme that is aligned with the dedication and responsibilities of the directors. It is governed by a series of key principles:

  • Independence: The remuneration structure must respect the autonomy of non-executive directors.
  • Competitiveness and Retention: The compensation will be competitive to attract relevant talent.
  • Long-Term Sustainability: The policy is geared towards long-term sustainability and profitability, avoiding excessive risk-taking.
  • Transparency and Fairness: The remuneration must be clear, proportionate and fair, taking into account the dedication and responsibility of each director.
  • Regular Review: The Appointments and Remuneration Committee reviews and adjusts the policy periodically, proposing changes to the Board for approval at the General Meeting.

During the 2024 financial year, Tom McKillop's resignation as an External Director, and consequently as Vice-Chair and member of the Appointments and Remuneration Committee, was acknowledged and the proposed appointments of Ugo di Francesco and Eva Abans as independent directors of the Company were approved.

Dermatology Committee

The Dermatology Committee verifies and discusses Almirall's medical dermatology strategy and oversees activities related to implementation of this strategy, as well as relevant R&D and business development projects before the Board of Directors decides on them.

The Dermatology Committee is composed of three Directors, one of whom is the Executive Director and the other two are Independent Directors. The duties of Secretary are performed by a non-member of the Committee.

The Dermatology Committee usually meets quarterly. It must also meet whenever convened by its President, who must do so whenever the Board of Directors or its President requests the issuance of a report or the

In the event of discrepancy, the Spanish language version prevails.

adoption of proposals and, in any case, whenever it is advisable for the proper performance of its duties. Similarly, the Committee must take minutes of its meetings, copies of which it must send to all the members of the Board. The Board of Directors deliberates on the proposals and reports submitted to it by the Committee. The Dermatology Committee may seek the advice of external experts when it deems it necessary for the proper performance of its duties.

Its most important activities during the 2024 financial year were related to the review of potential business development operations, as well as the evaluation of R&D Innovation Roadmap 2.0 projects, for the 2025-2027 period.

Governance Committee

The Governance Committee is composed of three Directors: the Coordinating Director and two other Independent Directors. The duties of Secretary are performed by a non-member of the Committee.

The Governance Committee has the following responsibilities:

  • Advise the Coordinating Director in relation to the possible convening of the Board of Directors, as well as in relation to the inclusion of new items on the agenda of an already convened Board of Directors meeting.
  • Advise, inform and provide support to the Coordinating Director in (i) the coordination and meeting of the non-executive directors and the transfer of the concerns received from them to the competent bodies; (ii) the management, where appropriate, of the periodic evaluation of the Chairman of the Board of Directors when he or she is an Executive Director, identifying any emergence of conflicts of interest or situations of lack of transparency; (iii) the contacts held with investors and shareholders to ascertain their points of view in order to form an opinion about their concerns.
  • Analyze and review the governance assessments made by external agents such as proxy advisors and recommend appropriate measures to the Board of Directors.
  • Hold meetings and maintain a direct and fluid dialogue with the areas of the Company in charge of Compliance and Governance
  • Inform and support the Coordinating Director with respect to the coordination of the Chairman's succession plan, as well as advise and support the Coordinating Director with respect to the chairmanship of the Board of Directors in the absence of the Chairman and the Vice-Chairs, if any.

The Governance Committee ordinarily meets once every quarter and may also meet whenever convened by its President, who must do so whenever the Board or its President requests the issuance of a report or the adoption of proposals and, in any case, whenever it is advisable for the proper performance of its duties. The Committee must take minutes of its meetings, copies of which it must send to all the members of the Board of Directors. The Governance Committee may seek the advice of external experts when it deems it necessary for the proper performance of its duties.

Its most important actions during 2024 were the monitoring of the Investor Relations department's interactions with proxy advisors and investors, as well as the monitoring of the Company's key Corporate Governance milestone updates.

2.1.3.Corporate Committees

The Corporate Committees are understood to be the Management Board and any other executive body to which the Management Board expressly delegates part of its functions.

Management Board

Almirall's Management Board is the internal committee that leads the company's executive management, led in turn by the Chief Executive Officer, and it represents the most important areas of the organization, defining the company's long-term objectives and strategies, establishing the principles and approving the contents of Almirall's various internal corporate policies, not reserved for approval exclusively by the Board of Directors.

The mission of the Management Board encompasses the following responsibilities:

  • Directing all strategy and strategic decisions of the company not expressly reserved for the Board of Directors, in accordance with the general responsibilities and guidelines established by the Board of Directors or delegated by it to the Chief Executive Officer;
  • Taking all extraordinary organizational decisions not expressly reserved for the Board of Directors or delegated to another committee, body or person;

In the event of discrepancy, the Spanish language version prevails.

  • Managing the organization in accordance with the general responsibilities and guidelines established by the Board of Directors or delegated by it to the Chief Executive Officer;
  • Maximizing the strategic value of Almirall's personnel management policies and work environment.

The members of the Management Board are the Chief Executive Officer, who chairs the Committee, the Chief Financial Officer, the Chief Scientific Officer, the Chief Industrial Operations Officer, the Chief People & Culture Officer, the Chief Medical Officer, the Chief Commercial Officer Europe & International, the Chief Marketing Officer, the Chairman and General Manager of Almirall US and the Chief Legal Officer & General Counsel, who also acts as Secretary of the Committee.

Information concerning the experience of all Management Board members is also available on the company's corporate website.

There are also other internal committees, which are set out in detail below.

R&D Portfolio Committee

Is responsible for (i) overseeing and approving the overall R&D strategy within the economic limits established by the Management Board, and under the guidance of the Board of Directors and the approved R&D Innovation Roadmap; (ii) overseeing the approval and prioritization of internal and external R&D projects; and (iii) monitoring and managing the progression of R&D projects and/or their completion from inception to launch.

R&D Scientific Committee

Is responsible for reviewing projects from a scientific and medical point of view before submitting them to the R&D Portfolio Committee for approval.

Drug Safety Committee

Oversees the pharmacovigilance and clinical safety activities of all Almirall's investigational and authorized drugs to ensure compliance with regulatory requirements, business needs and appropriate benefit/risk assessment throughout the product life cycle with the ultimate goal of protecting patient health. See section 5.4.3 "Patient health and safety" as tools to ensure product quality, health and consumer safety" for more details.

Quality Committee

Establishes and preserves Almirall's commitment to quality, ensuring the correct functioning of the pharmaceutical quality system and guaranteeing that the quality of the products developed, manufactured and marketed by Almirall comply with the applicable health regulations.

Corporate Governance Committee

Its functional scope includes corporate governance, corporate defense, risk management and internal auditing, as well as oversight in matters of compliance, cybersecurity and sustainability.

The Committee is composed of the Chairman and CEO of the Group (who also chairs the Committee), the Chief Financial Officer, the Chief People & Culture Officer, the Internal Audit Executive Director, the Chief Legal Officer & General Counsel and the Corporate Governance Counsel Associate Director, who also acts as Secretary of the Committee.

Sustainability Committee

Is an internal committee reporting to the company's Management Board, chaired by the Chief People & Culture Officer and its Secretary, the Global Sustainability Executive Director. In addition, it has Directors who are responsible for the different areas of the company. Its objectives are:

  • The management and leadership of sustainability goals, periodic action plans, programs, relevant projects and key initiatives aligned with the sustainability strategy approved by the Board of Directors and supervised by the Audit Committee, in the main pillars of the sustainability areas, namely Planet, People, Patients, Partners and Principles.
  • To act as a link between the business areas, the corporation and the company's governing bodies, proposing the Sustainability Strategy to the Board of Directors, as well as transmitting the approval of proposals and results to the rest of the company.

The mission of the Sustainability Committee encompasses the following responsibilities:

  • Validate the company's sustainability strategy and program for its presentation by the CEO to the Board of Directors, and promoting them throughout the organization.

In the event of discrepancy, the Spanish language version prevails.

  • Analyze, promote and supervise Almirall's Sustainability Strategy, including the company's sustainability objectives, action plans and practices in the main pillars of the sustainability areas, namely Planet, People, Patients, Partners and Principles.
  • Support key initiatives in all key functions of the organization and follow up to ensure they are implemented and aligned with Almirall's purpose, values and culture, whilst maintaining transparent communicating with stakeholders.
  • Support internal and external sustainability communication plans.
  • Oversee compliance with the increasing number of auditing and reporting requirements related to ESG and sustainability from different stakeholders (authorities, partners, voluntary schemes, ratings, etc.) and ensure alignment with other requirements to which the company subscribes.
  • Provide the necessary resources to the Global Sustainability area, which is responsible for drafting, coordinating and executing the Sustainability Strategy.

Tax Committee

Is responsible for (i) discussing tax matters, proposing measures, guiding and overseeing the tax policies submitted to the Committee, with a view to establishing a long-term tax strategy in line with the business structure and corporate strategy, with emphasis on the correct alignment of these tax proposals with current tax regulations, monitoring good tax practices, improving legal certainty and reasonably minimizing tax risks; and (ii) reviewing corporate transactions (acquisitions and licensing agreements) that are reviewed by the Investment Appraisal Committee.

Further details on the Group's tax policy can be found at 2.4 "Responsible taxation".

Investment Appraisal Committee

It is chaired by the Chief Financial Officer, with the M&A & Corporate Development Director acting as Secretary, and comprises other Directors responsible for different areas of the company. It is responsible for assessing and supporting the Management Board concerning investments with a major impact on the company.

Commercial Operations Committee

This committee is composed of the Chief Commercial Officer, who chairs it, the Chief Financial Officer, Chief Marketing Officer and Chief Medical Officer and its functions are to align cross-functional strategies, plan business activities and advise on key operational aspects of the business, as well as to monitor the performance, results and risks of operations by submitting proposals to the Management Board, facilitating discussion and decision-making.

2.1.4.Risk management

Almirall's Risk Management System is based on the preparation of a Risk Map that is updated every two years under the coordination and supervision of Internal Audit. The Risk Map is drawn up based on the consolidation of the analysis and assessment of events, risks, mitigation controls and action plans, carried out by the business and support units that make up the different company areas. For risks related to taxation, there is also a Tax Committee for controlling, managing and minimizing them.

Preparation and implementation of the Risk Management System is the responsibility of the company's Senior Management, and the function of overseeing its effectiveness is carried out by the Audit Committee and by the Corporate Governance Committee, which is functionally linked to the Chairman's Office, given that it refers directly to an essential responsibility of the Board of Directors itself.

The company operates in a sector characterized by great uncertainty about the outcome of R&D expenditures and in a highly competitive market in the therapeutic areas on which it is focused. The pharmaceutical industry is an industry subject to the decisions of health authorities for both approval of products and determination of marketing conditions, as well as being a highly regulated industry in terms of the environment, pharmacovigilance, quality and codes of good practice in promotional activities.

These factors result in a nature of risks that are addressed by taking a conservative stance, being very selective in resource allocation and establishing very rigorous and effective processes and controls in operations.

All risks that could have a significant impact on the achievement of company objectives are assessed. Risk factors to which Almirall is subject include:

  • Regulatory risks, arising from regulatory changes established by the various regulators, or from changes in social, environmental or tax regulations. Examples include price reductions or volume limitations for existing products and difficulties in obtaining requested prices or reimbursement

In the event of discrepancy, the Spanish language version prevails.

conditions for new launches due to decisions by health authorities, with the concomitant impact on sales forecasts.

  • Market risks, related to the exposure of Almirall's earnings and equity to changes in prices and other market variables, such as exchange rates, interest rates, commodity prices, financial asset prices and others.
  • Credit risk, in the event that a counterparty does not comply with its contractual obligations and produces an economic or financial loss for the company.
  • Business risks arising from the uncertainty as to the behavior of the variables inherent to Almirall's business, such as the characteristics of demand, the supply of raw materials and the appearance of new products. Examples include revenue erosion and loss of market share due to the progressive entry of generics, deterioration of intangible assets due to a lower-than-expected net revenue stream in some businesses or an R&D pipeline that is not sufficiently balanced and differentiated in its different phases to nourish the product portfolio.
  • Operational risks, referring to direct or indirect economic losses caused by inadequate internal processes, technological failures, human error or as a consequence of certain external events. Operational risks also include legal and fraud risks and ones associated with information technology and cybersecurity (cyber-attacks or security incidents that allow access to confidential information or disrupt business activities).
  • Reputational risks, which include the potential negative impact associated with changes in the perception of Almirall by its different stakeholders.
  • Geopolitical or climate change risks that may affect the supply chain.

The company also takes into account sustainability risks, including environmental, social and governance (ESG) risks, and pays close attention to those associated with climate change, human resources and talent recruitment, among others:

  • Environmental risks: Almirall's environmental policy aims, among other things, to minimize the environmental impact of new products and developments, ensure compliance with applicable legal requirements and other principles to which the organization subscribes, and apply pollution prevention techniques. Section 4.1, "Environmental management", describes the main actions taken in relation to the environment.
  • Risks to society: With respect to potential risks with social impact, Almirall's quality system covers the entire production process, from procurement of raw materials to the release of the finished product, in order to minimize the risk of releasing a product onto the market with compromised quality, efficacy or safety. The company has a complaint control and pharmacovigilance system for rapid detection of possible problems of product quality, efficacy or safety and the adoption of corrective measures. In addition, product traceability control systems would enable a quick and effective recall of any batch of product from the market. Section 5.4.3 'Patient health and safety' discusses these aspects in greater detail. Safety standards for staff are more rigorous than are legally required and are thoroughly documented. Product liabilities and potential incidents at facilities are covered by global risk management policies and insurance programs.
  • Governance risk: the Group has policies established for corporate social responsibility, communication with financial markets and compliance with good practices in tax matters.

There is a Risk Management Policy that confirms the guidelines and reference framework for Almirall's entire risk management system, as well as a Risk Control Policy.

2.2.Business Conduct

At Almirall, corporate responsibility, integrity and transparency are a fundamental part of our operations. We recognize the importance of non-financial factors in creating long-term value and, as a result, we are dedicated to conducting our business in a safe and environmentally sustainable manner as part of our commitment not only to improving the lives of the people suffering from skin diseases, but also to making a positive impact on our stakeholders.

This commitment is supported by means of a compliance program that focuses on communication, training, risk assessments, due diligence, policies and procedures, staff reporting systems, case management and related investigations, supervision and continuous improvement. Through the compliance program, there is a

In the event of discrepancy, the Spanish language version prevails.

commitment to comply with the standards of ethical conduct applicable to the pharmaceutical industry and the provisions of its Code of Ethics, which reflects the principles, values and behavioral guidelines to be followed.

2.2.1.Organizational structure of business conduct at Almirall

The Board of Directors is Almirall's highest decision-making, supervisory and controlling body, except in those matters legally or statutorily reserved to the General Meeting of Shareholders. The Board of Directors establishes Almirall's general policies and strategies; in particular the strategic and business plan, management objectives and the annual budget, and assures compliance with the applicable laws and regulations.

The Board of Directors delegates the day-to-day management of Almirall to the Management Board and, insofar as legally possible, to the Chief Executive Officer who leads it. In this way, the Board of Directors can focus its own efforts on the supervisory function and taking the most relevant decisions.

The Board of Directors is responsible for approving the Code of Ethics, the Internal Code of Conduct in the Securities Markets and the Corporate Policies below, among others:

  • Policy on the internal information system of the Almirall Group in Spain and essential principles of the communications management procedure
  • Corporate Governance Policy
  • Sustainability Policy
  • Risk Management and Control Policy

The Corporate Governance Committee reviews all Corporate Policies and submits them for approval by the Management Board and/or the Audit Committee and Board of Directors in accordance with the applicable legislation and internal regulations. All Corporate Policies are published on the corporate intranet and/or corporate website, as appropriate, so that all workers have access to them.

The Management Board operates in accordance with the general guidelines set by the Board of Directors and/or delegated by the Board to the Chief Executive Officer. This is Almirall's corporate executive committee, which determines and oversees the attainment of the Group's long-term goals and strategies. It also establishes the principles and approves the content of internal corporate policies that are not exclusively reserved for approval by the Board of Directors.

The Audit Committee, in the area of ethics and anti-corruption, is responsible for overseeing compliance with the company's corporate governance rules and internal codes of conduct, ensuring that the corporate culture is aligned with its purpose and values. The Audit Committee reviews and recommends approval of the financial and non-financial information that the company regularly publishes, ensuring compliance with all the legal requirements and the correct application of the relevant accounting standards. It also supervises the internal audit system, internal control systems and activities related to risk control and management. The Audit Committee also assumes the functions related to the supervision of all issues related to sustainability and ESG, ethics and compliance, information security and cybersecurity.

The Governance Committee, as defined in section 2.1.2 "Board Committees", supports and supervises the implementation and updating of the various risk management systems, among other functions.

The General Counsel area includes the Legal, Compliance, Privacy, Corporate Governance and Information Security areas. The main function of these areas is to protect the company's tangible and intangible assets, minimizing the risks assumed by the company, which always operates in line with the applicable legislation, Almirall's governance model and the adopted corporate policies.

The General Manager of each subsidiary acts as a multidisciplinary risk manager for all of the subsidiary's areas of activity, and is supported by the Compliance Officer appointed in each subsidiary and by the Legal area.

2.2.2.Impact, risk and opportunity management

At Almirall, governance is based on a firm commitment to transparency, integrity and regulatory compliance. Through specialized committees and commissions, such as the Audit Committee and the Sustainability Committee, which report to the Board of Directors and the Management Board respectively, the company follows best governance practices and seeks to lead in transparency in order to gain the trust of all third parties with whom it interacts. This integrated approach fosters a culture of corporate responsibility and sustainability, gearing operations towards long-term value creation.

In terms of managing governance impacts, risks and opportunities, the 2024 Double Materiality analysis identified the most relevant factors, integrating them into a corporate process led by the Executive Director of Internal Audit, with each business area responsible for managing its own risks.

Risks

  • Cybersecurity: Disruptions in Almirall's business operations due to cyber-attacks that generate a significant disruption and/or leakage of secret information, especially in highly automated and digitized production and research and development processes. This could result in considerable financial losses and the erosion of customer and staff confidence.
  • Corruption and bribery: Loss of reputation and increased risk of legal sanctions due to potential corruption and bribery practices within Almirall.
  • Artificial Intelligence (AI): Increased ethical concerns due to the use of artificial intelligence tools and systems in Almirall's research and development activities. This could lead to biases in AI programming and learning.

Opportunities

  • Corporate culture: Almirall's corporate culture is characterized by a focus on transparency and the improvement of Health, Safety and Environment (HSE) standards through the digitization and automation of R&D and production processes. This contributes towards the development of safer and more effective medicinal products, in line with the company's purpose. Furthermore, the integration of sustainability principles in all of our activities strengthens the company's reputation.
  • Whistleblower protection: Increasing transparency, accountability and a culture of integrity within Almirall by implementing robust mechanisms such as the "SpeakUp!" whistleblowing channel to protect whistleblowers who report misconduct or unethical behavior. This also reinforces ethical and legal compliance in general.
  • Animal welfare: Improving Almirall's reputation and building public trust by implementing ethical standards and practices that ensure the welfare of animals, especially those involved in R&D activities. These measures not only align with industry regulations, but also resonate with consumers' ethical and responsible values, which could translate into greater support and loyalty from a socially conscious customer base.
  • Corruption and bribery: Strengthening ethical standards and corporate reputation by implementing rigorous anti-corruption and anti-bribery measures. By establishing comprehensive policies and training programs that ensure transparency and integrity, Almirall can position itself as a leader in ethical business practices, building stakeholder trust.

Negative Impacts

  • Whistleblower protection: The lack of adequate whistleblower protection within Almirall may deter staff from reporting inappropriate or illegal conduct. If staff fear reprisals, such as dismissal, discrimination or harassment, they might not report incidents, allowing many to go unnoticed or unaddressed.

Positive Impacts

  • Corporate culture: Strengthening corporate culture by promoting transparent and participatory communication, value-based recognition, integration and talent development programs, and programs to foster work-life balance.
  • Whistleblower protection: Increased organizational integrity and transparency at Almirall through the implementation of robust whistleblower protection policies, which fosters a safe and ethical work environment, positively impacting society by promoting values of honesty, integrity and ethics in the business world.
  • Corruption and bribery: Almirall reinforces business integrity and ethics through corruption prevention and detection programs, together with the continuous training of its staff and a confidential whistleblowing system accessible to its workers and third parties. In this way it promotes a transparent business environment and contributes to the fight against corruption.

2.2.3.Business conduct policies

The different policies and standard operating procedures in place at Almirall reflect the company's firm commitment to carrying out its activities in accordance with the legislation in force in each of the countries in which it operates, and always guaranteeing integrity in each of its activities and operations, in compliance with the United Nations Universal Declaration of Human Rights, the International Labor Organization (ILO) Conventions, the ILO Declaration on Fundamental Principles and Rights at Work, the OECD Guidelines for Multinational Enterprises and the principles of the United Nations Global Compact, among others.

In the event of discrepancy, the Spanish language version prevails.

Almirall's Business Integrity Guide (ABIG) describes the principles that govern the company's interactions with its key stakeholders, based on legitimate objectives and business needs. The stakeholders with whom Almirall interacts vary according to the context and nature of the activity, which may cover different stages of the product life cycle, from development to marketing. These groups include, among others, healthcare professionals, health organizations, patient associations, patients, payers, regulatory agencies and legislators. This guide covers five topics: general company information, promotional activities, non-promotional activities, interactions with external experts and general issues.

The Personal Data Protection Policy provides the guidelines and principles to be followed for protecting the personal data of Almirall's stakeholders, within the scope of the activities carried out by Almirall's different departments and functional areas. All of this with the aim of ensuring compliance with applicable data protection laws, in particular the GDPR or General Data Protection Regulation. This section describes the most relevant policies, starting with the Code of Ethics, which establishes a reference framework for all of them.

Code of Ethics

Almirall's Code of Ethics reflects the principles, values and behavioral guidelines that govern the actions of everyone who works in Almirall and that form the basis of all our Corporate Policies.

In the Code of Ethics:

  • Company values are established
  • The corporate governance and compliance system is described
  • The people management model is determined (diversity, health, safety)
  • Guidelines on asset protection, integrity and research and development, protection of stakeholders (patients, consumers, health professionals, public officials, suppliers and others) are specified
  • It describes the service that the company provides to the community and our commitment to the environment.

More details on the Code of Ethics can be found at 5.2.2 "Policies related to own workforce".

Risk Control Policy and Risk Management Policy

Almirall operates in a sector with high uncertainty in the results of R&D investment, within a competitive market and subject to decisions by the Health Authorities for the approval and marketing of products. We take a conservative approach to managing these risks, selectively allocating resources and setting up strict processes and controls in our operations.

The Risk Management System (described in section 2.1.4 "Risk management") is a comprehensive risk management model, under the responsibility of the Executive Director of Internal Audit, aimed at preventing and managing Almirall's business risks, which have a triple purpose: (i) prevent potential risks that may incur legal liability for the company and its directors, attorneys-in-fact and/or legal representatives, (ii) anticipate the management of such risks, and (iii) verify compliance with the relevant regulatory framework applicable to the company, both internally and externally.

These policies were approved in 2020 and the corresponding action plans and annual risk map, which facilitate the monitoring, control and update by the internal audit function, derive from it.

There is also the Criminal Risk Prevention and Management Model, approved by the Board of Directors on 27 July 2015 and extended by an addendum on 31 October 2021. It determines the system for the organization, prevention, management and control of criminal risks of Almirall and its subsidiaries. This model develops a plan for prevention of the commission of crimes by the company, and compiles the procedures and controls that currently exist for effective prevention and mitigation of criminal risks, based on a detailed analysis of those that could hypothetically arise in the Group's different areas, taking into account, on the one hand, the policies and controls already in place, and on the other, the sensitivity to criminal risks detected in the specific processes, depending on the sector and the activities that Almirall engages in.

The Corporate Governance Policy, updated in July 2024, which aims to establish the governance principles and structures that govern Almirall, S.A. and its group entities, guarantees a management model aligned with the corporate purpose and values. This policy is applicable to all Almirall Group entities, subject to local laws in each jurisdiction where it operates. Its content was approved by the Board of Directors, who also endorses compliance with the same, and it is applied broadly without prejudice to the legal and regulatory requirements applicable in the relevant jurisdiction where each subsidiary is incorporated and conducts its business operations. The governance model described in this Policy is based on the recommendations set out in the Good Governance Code of Listed Companies revised and published in June 2020 by the CNMV, the Articles of

In the event of discrepancy, the Spanish language version prevails.

Association of Almirall S.A. (as Parent Company of the Group) and the Code of Ethics described above. It is implemented in accordance with the principles derived from Almirall's Purpose and corporate values and aims to ensure a management model is in place that defends the long-term interests of Almirall's different stakeholders and guarantees the Group's long-term viability and sustainability. All Almirall staff must report any possible infringement of the policy, either directly to their manager, to the People & Culture area, to the Compliance Officer, or via the SpeakUp! channel, promoting a culture of transparency and ethical compliance.

Supplier Code of Conduct

This code, in its most recent 2024 version, sets out the expectations that Almirall has of its suppliers in the areas of ethics, human and labor rights, health and safety, the environment and management systems. Suppliers must accept these sustainability standards during the approval process and commit to comply with the same (and to ensure that their subcontractors do so also). See further details in section 2.3.1 "Supply chain management approach" of this report.

This document expresses, among other aspects, Almirall's zero tolerance stance towards the attitude, behavior or practice of corruption, bribery or influence peddling in relation to public officials or institutions, whether national or international, or in any other circumstance.

In addition, in the design of preclinical trials and in the relations with the Contract Research Organizations (CROs) to whom these trials are outsourced, Almirall requires a meticulous respect for the legislation in force in the field of animal research. The welfare of laboratory animals is a priority, as there is a moral responsibility towards the animals used for research, taking into account the principles of Replacement (use of technologies that avoid the use of animals), Reduction (minimizing the use of animals) and Refinement (use of methods that minimize the pain of animals and improve their welfare).

Sustainability Policy

This policy has been updated in 2024 and is important for the company in the area of governance, as subsequently mentioned in chapters 3 "Sustainability Management and Double Materiality", 4 "Environment" and 5 "Social". This Policy defines the roles and responsibilities for sustainability governance and the various implications of these for the Board of Directors, Audit Committee and Management Board, as well as for the Chief Executive Officer, the Sustainability Committee, the Global Sustainability Executive Director, the Area Directors and the General Managers of subsidiaries.

This policy sets measurable sustainability goals that are aligned with the United Nations Sustainable Development Goals (SDGs) for 2030 and the Climate Goals of the Paris Agreement. These goals are monitored by means of indicators (KPIs) and are set out in detail in the sustainability report or non-financial information statement, in the annual report and on the company's website.

The sustainability goals will be linked to the variable remuneration of key internal stakeholders, including the members of the Management Board, Senior Leadership and those with direct responsibilities in sustainability, both in the short and long term.

This policy responds directly to the corporate culture identified as material in the double materiality analysis carried out.

Anti-Bribery and Anti-Corruption Policy (ABAC)

Bribery and corruption are related to offering, giving, promising to give, receiving or accepting, actively or passively, anything of value or in exchange for an advantage, in order to induce or influence an action or decision for commercial, contractual, regulatory or personal gain.

Bribery, corruption and other similar types of conduct, whether between private individuals or with public and private officials or organizations, are prohibited at Almirall. Illegal and criminal practices of all kinds are also prohibited without exception and without limits. Political contributions and donations are completely prohibited. Almirall does not tolerate any attitude, behavior or practice of corruption, bribery or influence peddling in relation to public officials or public institutions, whether national or international. Nor does it tolerate misleading, fraudulent or malicious conduct that could lead the company to obtain undue or unfair advantages. Therefore, any practice that distorts, restricts or aims to eliminate competition, such as comparative, false or misleading advertising, as well as the denigration of Almirall's competitors, must be avoided. Almirall prohibits and utterly rejects any practice or conduct that involves incitement to prescribe its medicines in breach of regulations, in disparagement of the competition, or by means of false or misleading advertising.

Updated in 2024, the Anti-Bribery and Anti-Corruption Policy outlines the key principles of ABAC, supported by additional procedures and guidelines that describe how Almirall detects, prevents and mitigates bribery and

In the event of discrepancy, the Spanish language version prevails.

corruption risks in its business activities, in response to the impacts, risks and opportunities identified in the double materiality analysis and related to corruption, bribery and corporate culture.

Almirall is also a member of EFPIA (European Federation of Pharmaceutical Industries and Associations) and IFPMA (International Federation of Pharmaceutical Manufacturers and Associations). We are therefore obliged and committed to comply with the requirements set out in EFPIA's "Code on the Promotion of Prescription-Only Medicines to, and Interactions with Healthcare Professionals", as well as local regulations. In addition, all Almirall workers, and especially those with specific control or supervisory functions, are responsible for the prevention, detection and reporting of bribery and other forms of corruption. For this reason, Almirall has established the control mechanisms necessary to prevent, detect and report such practices. All Almirall personnel are obliged to notify the relevant manager of any known or suspected situation or any suspicion that any situation of potential bribery and/or corruption has occurred or is about to occur, which could lead to or imply a breach of this Policy.

Channels of communication of Corporate Policies

The Corporate Policy Guidance states that each corporate policy and SOP (Standard Operating Procedure) must have an owner, who will be a Director or the most senior person in the area covered by the policy and will be responsible for the lifecycle management of that corporate policy or SOP.

Such life cycle management involves the following:

  • Identify the need for any corporate policy and propose that it be incorporated.
  • Identify and draft the related SOPs.
  • Identify the target audience for the Policy or SOP and its communication.
  • Prepare and implement a training plan.
  • Review and update the Corporate Policy or SOP as necessary.
  • Identify a new owner of the Corporate Policy or SOP where necessary.
  • Ensure that the Policy or SOP is available in Spanish and in the different local languages.

Corporate policies and other internal regulations on business conduct are published on the corporate intranet and/or on Almirall's corporate website, as appropriate, so that all Almirall employees have access to them. The Director responsible for each Policy is also responsible for its due internal communication and training on the reading and understanding thereof from the corporate platform.

Statement on the Use of Animals for Scientific Purposes at Almirall

Animal research is a small but essential aspect of the development of many products. When using animals in research, at Almirall we are firmly committed to our Statement on the Use of Animals for Scientific Purposes, adopted in 2018.

At Almirall, animal research is recognized as having great benefits for both human and animal health. We accept that it is impossible to completely avoid the use of animals in new drug research at the current time, and we understand that this is a matter of great concern to society.

The welfare of the laboratory animals housed in the facilities is an absolute priority for Almirall. Not only do we have a moral responsibility towards them, but we also believe that this translates into a higher quality science.

A key aspect of animal welfare is covered by the so-called three Rs (3Rs), which refer to:

  • Replace animal research with other methods where possible (in silico or in vitro techniques).
  • Reduce the number of animals used in studies (provided that this minimum number provides sufficient and relevant conclusions).
  • Refine techniques to minimize pain and distress and improve the animals' welfare.

All procedures or projects involving animals are carefully evaluated by an internal Ethics Committee. This committee is a regulated body that oversees ethical compliance and adherence to the law. It comprises the Animal Welfare Specialist, who is responsible for the on-site supervision of the welfare and care of the animals in the facilities, and expert scientific members. The Ethics Committee also receives advice from the designated veterinarian, a specialist in laboratory animal medicine, who is responsible for advising on the health status and treatment of the animals, including a program of environmental enrichment and socialization for the animals.

The main functions of the Ethics Committee include the following:

In the event of discrepancy, the Spanish language version prevails.

  • Advise staff on animal welfare, especially with regards to the acquisition, housing, care and use of animals.
  • Promote the principles of replacement, reduction and refinement of methods, and review technical and scientific developments in these areas.
  • Oversee internal monitoring and animal welfare processes, as well as provide recommendations on animal relocation plans.

All procedures or projects, once evaluated by the Ethics Committee, must be approved by the competent authority (the Generalitat de Catalunya, in the case of the Sant Feliu center) before a single animal experiment can be performed.

There are protocols that cover the standards of care and ethical treatment of animals in research. These protocols define and drive the standards for working with animals and all research must comply with them.

All personnel involved in animal studies receive training in standards of care and ethics regarding the use of animals in research, which must be periodically re-accredited.

All facilities and programs comply with regional, national and European laws, guidelines and codes of conduct, and are regularly inspected by the competent authority.

Data Protection Policy and Privacy Program

Almirall's Data Protection Policy, updated in 2024, sets out the rules and principles for protecting the Personal Data of Almirall's stakeholders, within the framework of the activities of its various departments, in order to ensure compliance with the applicable laws on Personal Data protection. This policy applies to Almirall S.A. and to the legal entities of the Almirall Group and is binding on all staff. In addition, third parties processing personal data on behalf of Almirall must also comply with this policy. The Global Data Protection Officer (GDPO) is primarily responsible for ensuring compliance.

The Data Protection Policy also includes the Privacy Program, which aims to protect the personal data of our customers, patients and other stakeholders with whom Almirall interacts (hereinafter, "data subjects"), always in accordance with the legislation applicable in the jurisdictions in which Almirall operates. The Almirall Privacy Program develops the commitments adopted through the Almirall Code of Ethics, with the purpose of maintaining and establishing a program that deepens and develops Almirall's commitment to the right to privacy of the stakeholders who interact with the company.

Almirall processes personal data in accordance with the principles of lawfulness, loyalty and transparency, purpose limitation, data minimization, accuracy, storage limitation and, finally, the principle of integrity and confidentiality. In this regard, Almirall's Privacy Program contains procedures and tools that can be used to document and demonstrate compliance with the above principles, which are arranged according to the following pillars:

  • Governance, consisting of the adoption of a Global Corporate Data Protection Policy and various Operating Procedures and Protocols that, in practice, develop regulatory compliance in this area.
  • Almirall Privacy Network, comprising a Global Data Protection Officer (GDPO), the Almirall Privacy Office - integrated with Almirall's Information Security function - and the local privacy network in each of Almirall's subsidiaries. All of them are responsible for implementing, supervising and monitoring the correct deployment of the Privacy Program at Almirall.
  • Inventory of personal data processing, which reflects the data processing flows carried out at Almirall.
  • Privacy by design, with the carrying out of the assessments that are necessary and relevant to each company project, with a focus on analysis and the adoption of technical, contractual and organizational measures in each case aimed at privacy by default.
  • Information to data subjects, in relation to personal data collection processes, the company implements transparent mechanisms to obtain consent in the collection and processing of data from data subjects, where appropriate.
  • Relations with suppliers or third parties involved by Almirall in the processing of personal data, whether they are processors, joint controllers or independent controllers, adopting the necessary contractual measures and safeguards to ensure that the processing of data is in accordance with the applicable legislation, including the management of international transfers of personal data.

In the event of discrepancy, the Spanish language version prevails.

  • Management of data subjects' rights, through mechanisms that ensure that requests made by data subjects are responded to in a timely manner in accordance with the provisions of the applicable legislation.
  • Management of personal data security breaches, through a response service equipped with the means to manage and respond to any personal data security breaches that may occur.
  • Internal staff awareness programs, focusing on staff awareness at all levels.
  • Monitoring and auditing of the correct functioning of the Privacy Program

Almirall's Data Protection Policy and Privacy Program satisfies the privacy and personal data processing needs of the data subjects, and is identified as a key area by the company in its business processes. The policy is available to all Almirall staff on the corporate intranet.

2.2.4.Prevention and detection of corruption or bribery

Bribery and corruption are understood to be all activities related to offering, giving, promising to give, receiving or accepting, actively or passively, anything of value or in exchange for an advantage, in order to induce or influence an action or decision for commercial, contractual, regulatory or personal gain.

In pursuing its activities, Almirall is governed by a strong sense of corporate responsibility, integrity and transparency, as well as by strict and faithful compliance with current legislation.

Information related to anti-bribery, anti-corruption and Code of Ethics training can be found in the chapter 5.2.13 "Talent development and training" of this report.

In addition, each year Almirall publishes all value transfers made to healthcare professionals, healthcare organizations and patient associations, in accordance with the EFPIA Code and applicable legislation. This information is available on the Group's corporate website.

Identification of corruption and bribery risk functions

The functions identified by Almirall as those at risk of corruption and bribery are as follows, which are covered by related training programs:

  • Chief Commercial Operations Europe & International
  • Chief Financial Officer
  • Chief Industrial Operations
  • Chief Legal Officer & General Counsel
  • Chief Medical Officer
  • Chief People & Culture Officer
  • VP Corporate Development & Strategy
  • Sr Dr Investor Operations
  • Chairman & Chief Executive Officer

Training

Training in the Code of Ethics, Privacy and ABAC (Anti-Bribery and Corruption Policy) is compulsory for all workers when they join the company and is valid for two years, to be repeated after this period.

Local training is also provided, based on the Promotional Compliance Policy, to all sales representatives on the guidelines for permissible and impermissible behavior and actions in the performance of their duties (welcome pack and regular training).

In the event of discrepancy, the Spanish language version prevails.

The total number of workers who have received training on the company's Code of Ethics, as well as on antibribery, anti-corruption and privacy, in 2024, is shown below:

Code of
Ethics
Anti-bribery /
Anti-corruption
Privacy
Training coverage 98% 91% 90%
Total employees receiving training 1,977 1,840 1,825
Total employees 2,026 2,026 2,026
Methodology
Face-to-face 146 0 0
Online 1,831 1,840 1,825
Frequency Every two
years
Every two years Every two years
Main content of the training
Definition of bribery and corruption X X N/A
Group Policies X X N/A
Detection process X X N/A
Speak-Up! channel operation X X N/A

Table 1 Code of Ethics and ABAC training

Investigation and management of corruption and bribery cases

All Almirall workers, and especially those with specific control or supervisory functions, are deemed responsible for the prevention, detection and reporting of bribery and other forms of corruption. For this reason, Almirall has the control mechanisms necessary to prevent, detect and report this type of practice in place. All Almirall workers are asked to notify the relevant manager of any known or suspected situation of bribery and/or corruption that may lead to or imply a breach of the Bribery and Corruption Policy. Almirall will always protect company personnel against any repercussions in the event that they reject or report any possible acts of bribery or corruption. Almirall has procedures in place and provides training to ensure that all employees and third parties with whom it interacts are aware of the Anti-Bribery and Anti-Corruption Policy. Any breach of this Policy and/or of the above responsibilities will result in internal disciplinary action(s), possible dismissal for gross misconduct and the application of appropriate legal liability.

During the case review process, only those individuals necessary to conduct a thorough investigation are involved. In the event that the People & Culture and Global Compliance & Privacy teams deem that an independent investigation cannot be conducted, the company will engage an independent third party to evaluate and close open cases.

Periodically, high-level summaries of recorded cases are submitted anonymously to the Corporate Governance Committee. Important cases, especially those involving bribery or corruption, are also shared with the Audit Committee. Corrective and preventive actions are taken as a result of the study of complaints received through SpeakUp! Cases are reported at least once a year to the General Counsel and to the Corporate Governance Committee.

In 2024, out of a total of 19 reported cases; 8 were substantiated, 6 were unsubstantiated, and 5 case are under investigation at the date of publication of this report.

None of the cases were related to bribery and corruption, human rights violations, forced or compulsory labor or child labor.

Whistleblower channel (SpeakUp!)

SpeakUp! is the company's secure and confidential whistleblowing channel, for all employees and external partners to report any concerns. It provides a safe and confidential means to report any situations of bribery, corruption, fraud, abuse and other conducts, such as human rights violations, that are not in line with the Code of Ethics.

More details on how to use the SpeakUp!channel can be found in the chapter 5.2.4 "Processes to remediate negative impacts and channels for own workers to raise concerns".

2.2.5.Cybersecurity and Information Security Management

With regard to information security management, Almirall has and maintains an Information Security Program aimed at protecting strategic information and critical business processes, aligned with market standards such as the NIST Cybersecurity Framework and the NIST 800-53 series.

In the event of discrepancy, the Spanish language version prevails.

The Information Security function in the organization covers an area from strategy to operations, and has the necessary organizational independence, empowerment and sponsorship. Supervision of risk management is integrated into the Corporate Governance mechanisms, with regular reports to the Management Board and, at least twice a year, to the Audit Committee of the Board of Directors. This supervision is based on monitoring the maturity of Information Security processes and a selected set of key risk indicators. This regular review also guides the annual update of the Information Security Program.

Almirall's approach to the Information Security Program is holistic and risk-oriented, covering the triad of Processes, Technology and People, and all NIST CSF Functions: Identify, Protect, Detect, Respond and Recover, with special emphasis on becoming a cyber-resilient organization.

Almirall also constantly focuses on staff awareness at all levels, with specific plans that are redesigned every year to ensure a high impact, as well as increasing levels of training among staff and a strong first line of defense. The other projects and initiatives aim to achieve and maintain the desired levels of maturity and to keep risks at acceptable levels, in line with the company's risk profile. A cybersecurity insurance policy is in place as a strategy for last line of defense.

At Almirall, our Information Security Program is integrated with Data Privacy, is guided by the principles of security by design and security by default, and covers third-party risk management with a risk-oriented approach.

Corporate Information Security Policy

The purpose of this Policy, updated in 2023 by the Management Board, is to establish the basic guidelines and principles relating to the mission, scope and objectives of the Information Security (IS) function at Almirall. This policy is available to all staff on the company's intranet and its objectives are to:

  • Define Almirall's principles and governance structure in order to ensure the protection of the key Information Security aspects: confidentiality, integrity and availability.
  • Define guidelines for Information Security risk management.
  • Define the internal regulatory system for the control and management of Information Security.

This corporate policy applies to the entire Almirall organization, including all relevant areas, processes and systems related to Information Security risks, as well as Business Continuity in this context. People, processes and technologies (both IT and OT) are within the scope of Information Security.

The most relevant principles of this policy are as follows:

  • Integral Responsibility: The whole organization is responsible for information security at all levels.
  • Strategic Alignment: The security strategy should be aligned with the business objectives through constant communication with senior management.
  • Risk-Based Approach: Implement security measures based on the risk assessment throughout the information and systems lifecycle.
  • In turn, the ISMS (Information Security Management System) acts as a global framework to ensure the application of good security practices at Almirall. This system is defined in the Standard Operating Procedure (SOP) on Information Security.

Regarding risk management, a defined, repeatable and effective risk management methodology is established, aligned with standards and consistent with the Enterprise Risk Management guidelines drawn up by Internal Audit. In addition, Information Security incidents shall be managed in accordance with the Security Incident Management Protocol and its technical procedures. The participation of the Management Board is key in highseverity incidents.

2.2.6.Artificial Intelligence Management

In response to the rapid emergence of Artificial Intelligence, Almirall is building an Artificial Intelligence Management and Governance Program to ensure that the use of these technologies is in accordance with the ethical principles of IFPMA (International Federation of Pharmaceutical Manufacturers and Associations), which Almirall has adopted as its own: (i) empowerment of people, (ii) equity and minimization of bias, (iii) privacy, security and safe design, (iv) accountability, (v) human control, and (vi) transparency, explainability and ethical use. Almirall has adopted an Internal Guide for the Use of Artificial Intelligence which includes the aforementioned principles and is applicable to all the company's employees. Almirall also carries out internal training actions to demonstrate the practical application of these principles and other actions aimed at specific areas especially interested in the use of these technologies.

In the event of discrepancy, the Spanish language version prevails.

In addition to the above actions, Almirall has set up an Artificial Intelligence Working Group made up of different areas and departments of the company with the aim of establishing Artificial Intelligence Governance, focused on risk management, development of guidelines and protocols, establishment of internal processes aimed at demand management, and the responsible management of Artificial Intelligence. The Artificial Intelligence Working Group is currently immersed in the design of processes that ensure the correct use of this technology from an ethical point of view and in compliance with the applicable legislation on this matter.

2.3.Sustainable supply chain

2.3.1.Supply chain management approach

Respect for the law, the commitments assumed, the quality of service and contractual good faith form the basis of the relationship between Almirall and its suppliers. We demand quality, rigor, commitment and excellence from all of them, given that our suppliers are an extension of Almirall's activities and, therefore, one of our most important assets. Suppliers are required to be reciprocal and transparent in the provision of services and in the information they provide to us regarding their technical and financial solvency.

To ensure that the product supply chain is stable and sustainable, Almirall has supplier approval processes which, depending on the service provided or goods supplied and the geographic area from which they operate, ensure that they comply with the requirements established by Almirall and the regulatory framework in terms of quality, the environment (ISO certification, ecological criteria), occupational health and safety, and labor practices.

In recent financial years, Almirall has been working to increase and strengthen these processes. Specifically, the Global Procurement department leads the Sustainable Procurement Program, which is framed within Almirall's Sustainability strategy. This procurement program is designed to align with the company's 2030 strategy, in particular within two of the key pillars of the Act4Impact strategy: Planet and Partners, mentioned in section 3.1.3 "Sustainability Strategy". This new strategy of the sustainable procurement program was developed in 2023 and is currently being implemented.

High-Risk Materials Project

As a member of the Pharmaceutical Supply Chain Initiative (PSCI), Almirall has launched a project called "High-Risk Materials" to implement the PSCI recommendations included in the Environmental and Human Rights Impact Assessment Specific to Materials developed in 2020. The aim of this Environmental and Human Rights Impact Assessment is to identify the potential impacts of a set of materials agreed by PSCI's Human Rights, Labor and Environment Sub-Teams because of their importance to the pharmaceutical industry: rubber, corn, palm oil, aluminum, shellac, glass, sugar, talc, fish oil, castor oil/seed, soya, cellulose, ethanol and carnauba wax.

The assessment analyzed the impact on human rights and the environment in 11 key areas: land use change, overexploitation of species, intensive farming practices, water scarcity, industrial pollution, climate change, labor rights, gender rights, child labor, forced labor and land rights.

The entire supply chain was looked at in terms of impact, from mining/harvesting to refining and processing, all of which are necessary to deliver the finished raw material to the pharmaceutical sector.

At the close of this report, the following actions had been carried out:

  • Geographies most at risk: Several regions were identified as being at high risk in terms of human rights, including increased risk of child labor or forced labor, and environment. These include areas in Asia, Latin America and Europe (Ukraine) where the extraction and processing of materials such as palm oil and aluminum present major challenges due to intensive farming practices, water scarcity and labor rights.
  • Materials purchased: Of the 14 materials assessed, Almirall has specifically procured palm oil, corn, aluminum, talc, sugar, soy, ethanol, cellulose and carnauba wax. These materials are essential for pharmaceutical production and have been selected for their relevance and associated risk.
  • Development of the mapping and Due Diligence process: A comprehensive supply chain mapping has now been done for each of the above-mentioned materials. This process has included identifying key suppliers, searching for information and public certifications, as well as assessing their practices in terms of human rights and the environment. At the close of this report, a more detailed Due Diligence process is being worked on, in addition to the audits mentioned in section 2.3.3 "Levers and tools for sustainable supply chain management", which already measure and assess the value chain of the main suppliers in terms of human rights and environment.

In the event of discrepancy, the Spanish language version prevails.

This improvement plan envisages the possibility of conducting physical audits of key suppliers to obtain as much information as possible and mitigate any associated risks. These audits are designed to ensure that suppliers comply with the established standards and identify areas for improvement. In addition, plans have been made to contact manufacturers directly to verify that they hold the certifications recommended by the PSCI, thus ensuring compliance with certain standards. In the absence of such certifications, individualized action plans will be implemented.

Although the project is ongoing, Almirall is committed to finalizing all stages of the Due Diligence process to assure the sustainability and accountability of the supply chain, with the aim of moving forward with it in 2025 so it can be completed before the implementation of the Corporate Sustainability Due Diligence Directive (CSDDDD). As a result of the aforementioned report, there may be disproportionate impacts on certain groups or collectives in terms of human rights and health and safety at work at the sectoral level, limited to the areas analyzed and in very specific geographies. At the close of this report, Almirall has not identified any workers with particular characteristics, or who work in specific contexts or perform activities that may be at greater risk of suffering harm. Nor has it identified specific groups of workers in the value chain that could be disproportionately affected by the risks and opportunities identified in the following section.

For more information on how Almirall ensures a sustainable supply chain in terms of labor conditions and human rights, please see section 5.3 "Workers in the value chain". For specific details on sustainable procurement from an environmental perspective, see section 4.3.7 "Scope 1, 2 and 3 emissions".

2.3.2.Sustainable supply chain policies and processes

Almirall is committed to integrating sustainability principles at every stage of the supply chain, not only by adopting responsible management practices, but also by promoting ethical standards and conduct, implementing sustainable procurement policies and establishing clear clauses in contracts with suppliers. In this way, we seek to ensure respect for the environment and human rights throughout our supply chain.

In the procurement and bidding processes, there are questions related to corporate social responsibility and sustainability actions that suppliers must answer and that are evaluated by the procurement technicians when analyzing the suitability of a supplier with a weight of between 5-10%. In certain cases, based on expenditure criteria in the project being tendered, the supplier's commitment to carry out a sustainability assessment after the award of the contract is required.

As regards assessments in sustainability issues, since 2023 there has been a new protocol available relating to the audits mentioned in section 5.3.3 "Procedures, actions and resources in relation to workers in the value chain" that sets out in writing the criteria for inclusion in the program, the roles and responsibilities of the Almirall teams involved, the criteria that determine the implementation of corrective actions with suppliers and other considerations. This policy is available on the intranet for all Almirall personnel involved in procurement management.

Code of Ethics

Almirall collaborates with a wide range of suppliers, vendors and other valued partners to achieve its business goals and bring innovative medicines to patients. In choosing these relationships, we select suppliers that not only share a commitment to quality and efficiency, but are also aligned with the company's ethical values, transparency and sustainability. The company's Chairman and CEO is responsible for implementing this selection.

To achieve this, in the procurement of goods and services, we follow procedures that are adequate and fair, as are the payment terms we offer. In this way, Almirall strives to choose collaborative relationships with its suppliers in a way that is ethical and sustainable. All these actions are reflected and mentioned in the company's Code of Ethics, updated in 2024.

Similarly, this code seeks to cover those issues directly related to risks, opportunities and impacts described at the beginning of the chapter that relate to working conditions, social dialogue, health and safety and diversity, equality and inclusion for workers in the value chain.

Supplier Code of Conduct

Almirall expects all suppliers in its value chain to comply with the ethical standards set out in this code, this being a central element in the evaluation and selection of workers.

Knowledge and acceptance of Almirall's Supplier Code of Conduct during the bidding and approval process is an important element in the evaluation and selection of a supplier, along with other criteria, to ensure that they are aligned with Almirall's ethical, social and environmental commitments. During the approval process, the

In the event of discrepancy, the Spanish language version prevails.

supplier must accept and commit to compliance with it (and commit to requiring its subcontractors to do the same). The area responsible for ensuring compliance with the code is the Global Procurement department.

There are a number of key themes that were developed in this code, both in its first version in September 2019 and in the latest update in 2024, regarding ethical conduct and respect for human rights and workers' rights throughout Almirall's value chain, aligned with the new PSCI principles:

  • Privacy: Almirall treats the personal data of its stakeholders with the utmost respect for their privacy and in accordance with the applicable laws on personal data protection. Whenever suppliers provide services to Almirall that involve personal data processing activities, Almirall expects them to comply with the applicable laws. They are required to obtain informed consent where necessary and especially when processing the personal data of patients.
  • Child labor: Almirall explicitly states that its suppliers must adhere to the prohibition on child labor according to the ILO Minimum Age Convention.
  • Abuse and ill-treatment: The supplier is expected to ensure equality by providing a workplace free from any form of discrimination, threat, intimidation, harassment, or psychological, physical, sexual or verbal abuse or harassment. In turn, suppliers' staff must be able to report concerns or illegal activities in the workplace.
  • Working hours, wages and benefits: Suppliers must remunerate their staff in accordance with the applicable wage legislation and agreed employment contracts.
  • Freedom of association and collective bargaining: Suppliers must respect the rights of the workforce, as set out in local laws, to associate freely, to bargain collectively, to join or not to join trade unions, to seek representation and to join workers' councils, as appropriate, and to bargain collectively.
  • Minimum standards of protection for workers: Suppliers must protect workers from unhealthy exposure to chemical, biological, psychological and physical hazards in the workplace. Adequate equipment, facilities and services shall be provided to support the safety, health and welfare of workers.
  • Sustainability and the environment: Suppliers must comply with current environmental legislation at all times and use their resources in a reasonable manner, implementing control mechanisms to minimize any pollution arising from their activities. This covers waste management, emissions, spills, releases and their impact on climate change and nature. Suppliers must also have risk and quality management systems in place to ensure compliance and the ongoing monitoring of issues related to environmental care, natural resource management, waste and emissions management, and leak and spill prevention. Suppliers are expected to progressively measure their Greenhouse Gas (GHG) emissions and commit to reducing them, so as to understand their environmental impact holistically, working to reduce and mitigate their current and potential footprint.
  • Animal welfare: The welfare of laboratory animals is a priority for Almirall. The company assumes a moral responsibility for the animals we use for research when designing preclinical trials and in our relationships with the CROs (Contract Research Organizations), who are contracted to conduct these trials. In this way, Almirall demands meticulous respect for current legislation in the field of animal research. Suppliers are expected to comply with the three principles for the humane treatment of animals: Replacement, Reduction and Refinement.

Procurement Policy

In the same vein, Almirall provides a set of basic principles to follow in relation to procurement.

This policy sets out the rules for structuring Almirall's procurement processes and strategies to ensure that the services and goods we procure are the result of transparent, objective, sustainable, risk-informed, timely and cost-effective decision-making and to monitor the risk and performance of our suppliers throughout the business relationship.

This policy applies to all Almirall Group companies and their respective workforces involved in the activity in question. Any third party contracted by Almirall to carry out any of the activities described in this policy must comply with this policy to the extent that it is applicable to them.

All parties involved in the procurement process must adhere to high ethical standards. This includes avoiding conflicts of interest, respecting confidentiality and rejecting any form of corruption. Almirall only does business with suppliers that respect and comply with all applicable laws.

The Global Procurement Policy has been updated in 2024 to ensure the correct selection of Almirall's suppliers, taking into account best practices and the processes of both corporate social responsibility and environmental

In the event of discrepancy, the Spanish language version prevails.

care. In turn, this policy responds to those issues identified as risks within the Health and Safety Double Materiality analysis. The implementation of the policy is the responsibility of the Global Procurement area, and the Executive Director for Global Procurement is the policy owner.

Contracts with suppliers

Currently, all the standard contract models delegated to the procurement team from the legal department contain clauses relating to suppliers' compliance with the social, ethical and environmental commitments set out in Almirall's Supplier Code of Conduct and acceptance, where applicable, of any ESG audits that Almirall may request. These contracts cover all the activities for which selection and contracting is managed by the procurement department, both for the procurement of goods classified as 'direct expenditure' (related to the production of our products) and 'indirect expenditure' (related to services not directly linked to production).

Likewise, Almirall's General Conditions for Purchasing have been implemented and are available on the corporate website, in the suppliers' area (in the different languages of companies of the Almirall Group), and include the same commitments on the part of the supplier. These conditions apply by default to all purchases in the absence of a specific contract and include commitments regarding adherence to the Supplier Code of Conduct and participation in any supplier platform required by Almirall, including the platform used for ESG supplier audits.

2.3.3.Levers and tools for sustainable supply chain management

Audits

The supply chain has an environmental, ethical and social impact on the following aspects related to the consequences of the research, development, manufacturing, transportation, marketing and consumption of our medicines and pharmaceutical specialties:

  • The natural environment, such as overexploitation or extinction of species, intensive agricultural practices, water scarcity, industrial pollution, climate change and the emission of greenhouse gases, as well as the felling of forests, the negative impact of which may entail risks of increased costs for companies as a result of penalties, taxes, damage to image, loss of customers, as well as scarcity of resources and deterioration of the planet's health.
  • Human rights, working conditions, safety, health or social inclusion of local populations, the negative impact of which may pose a risk of generating conflicts, legal claims, loss of trust or boycotts by stakeholders.
  • The financial performance and competitiveness of companies, the negative impact of which can risk generating losses, delays and interruptions in supply, leaving patients without access to the medicines they need.
  • The values and moral principles that govern the behavior of companies and their stakeholders, the negative impact of which can generate risks of sanctions for non-compliance with regulations or the perpetration of crimes such as fraud, corruption, bribery and other legal infractions, loss of business talent and customers, as well as serious reputational damage.

To reduce the environmental, social and human rights impact of our supply chain, and in line with our Purpose, Almirall assesses its suppliers remotely through an independent global rating agency using the strictest ESG criteria, and individual action plans are implemented taking into account the results of each supplier's assessment and the potential risks identified during the assessment. Suppliers are included in the audit program on the basis of pre-defined criteria (determined by the type of service, the criticality of the service, the level of expenditure in the last twelve months prior to the screening and the geographic area from which the suppliers operate). Suppliers are included in the audit program on the basis of pre-defined criteria (determined by the type of service, the criticality of the service, the level of expenditure in the last twelve months prior to the screening and the geographic area from which the suppliers operate). Suppliers are included in the audit program on the basis of certain predefined criteria, as detailed below. These predefined criteria (determined by the type of service, the criticality of the service, the level of expenditure in the last twelve months prior to the screening and the geographic area from which the suppliers operate) are:

  • Criterion 1: Supplies with an expenditure of more than 400,000 euros in all categories in the last 12 months or, if new, with this estimated annual expenditure.
  • Criterion 2: Suppliers with an expenditure of more than 100,000 euros in the last 12 months in the following groups of most critical materials (direct and industrial materials): production of Active Pharmaceutical Ingredient (APIs), leaflets, auxiliary machinery, logistics operators (order-to-cash, shipping, storage), bulk products, Contract Sales Organizations (CSO), custom synthesis, electricity,

In the event of discrepancy, the Spanish language version prevails.

production of excipients, finished products, folding cartons, gas, general maintenance (environmental policy), glass bottles, ground transportation, rental of industrial equipment, industrial facilities, intermediates, labels, lab equipment, waste destruction of finished products, waste management and environmental services.

  • Criterion 3: Suppliers representing 80% of the carbon footprint in scope 3, categories 1 and 2, estimated by Almirall on an annual basis.
  • Criterion 4: Suppliers who are involved in the supply chain of product brands representing 80% of the company's gross margin (top 20) under the Supply Risk Mitigation Plan and that in the last 12 months have had an expenditure of more than 50,000 euros.
  • Criterion 5: Suppliers with an expenditure of more than 100,000 euros in the last 12 months outside the EU (non-EU, non-Japanese and non-US suppliers for direct materials and R&D, clinical studies).

In the aforementioned remote assessments, from the point of view of human and labor rights risks, human resources (workforce health and safety, working conditions, social dialogue, professional development management and training) and human rights (child labor, forced labor, human trafficking, diversity, discrimination and harassment, human rights of external stakeholders) are reviewed.

The issues have different weights according to the type of industry and size of the supplier. For example, in labor-intensive industries, these issues will weigh more heavily in the assessment. Larger suppliers, with a more significant impact on the supply chain, will be assessed using stricter criteria compared to the smaller suppliers. This differentiation allows for a more accurate and relevant assessment of each supplier, ensuring that the most critical risks are effectively identified and mitigated.

These assessments enable us to have visibility of our suppliers' practices, strengths and areas for improvement. It is for this reason that, at the close of the audits, the high/medium-risk suppliers (classified as such through the score obtained) are asked to take the corrective actions identified as "areas for improvement" in the audits based on an established action plan. They are also asked to undergo a re-evaluation within the following twelve months. Since the start of the collaboration with the audit platform in the ESG area, suppliers that had already been audited in previous years were re-evaluated, and a significant improvement trend was demonstrated in the evaluations.

As regards corrective action plans, they are configured on the basis of the main areas of improvement detected in the supplier evaluations in the four areas indicated. Depending on the complexity of their implementation and the weight of each measure in the overall assessment, considering the type of industry in which they operate and the supplier's overall strategy, our buyers request such measures from suppliers that have not exceeded the specified threshold score. They are given approximately one year to implement them, after which they will be re-assessed. Such measures may include, but are not limited to, some of the following:

  • Have documentation at the policy and process level regarding environmental issues.
  • Have an equality plan in place within the company when required by regulations.
  • Measure greenhouse gas emissions scope 1, 2 and 3.
  • Have certifications such as ISO 14001.
  • Implement an occupational health and safety management system, such as ISO 45001 certification, to ensure a safe and healthy work environment.
  • Monitor the occupational accident rate.
  • Have a staff training program.
  • Have a due diligence questionnaire with stakeholders, and a whistleblower channel when required by law.
  • Have a risk analysis of the supply chain and what actions are taken with suppliers in relation to environmental and social impacts, etc.
  • Develop an action plan for waste reduction and efficient resource management, aligned with circular economy principles.
  • Foster diversity and inclusion in the workplace by implementing policies and practices that promote equal opportunities and non-discrimination.
  • Establish an ethics and compliance committee to oversee the implementation of corporate policies and handle allegations of non-compliance in a confidential and effective manner.

In the event of discrepancy, the Spanish language version prevails.

  • Follow-up is done with suppliers who decline to participate to discover the reasons for their decision and action is taken accordingly.

Follow-up is done with suppliers who decline to participate to discover the reasons for their decision and action is taken accordingly. The metrics of the supplier ESG audits at 31 December 2024 were as follows:

No. of suppliers % Expenditure (*)
Audited suppliers 373 62%
Suppliers that passed the audit 350 61%

Table 2 Supplier audits

(*) The reference to '% Expenditure' refers to the percentage represented by the expenditure invoiced to these suppliers in the last 12 months with respect to the total expenditure on suppliers for the same period and managed by the Procurement and External Sites Operations departments, the latter being responsible for the CMOs.

Resources: Training and specific objectives

Since 2019, all Almirall professionals involved in the Sustainable Procurement Program have a specific objective linked to the support and activities related to the program and have received specific annual training on sustainability and Sustainable Procurement, management of the program and use of the audit platform, implementation of mitigation plans for identified risks and specific training on climate change and decarbonization.

Since 2020, specific communication materials have been available to suppliers covering the objectives and expectations of the program, and post-evaluation feedback was provided along with resources and assistance for improving the score and implementing the requested corrective actions, all with the aim of ensuring alignment with the Group's expectations, commitment to sustainability and continuous improvement on the part of the suppliers.

In addition, suppliers have a voluntary training program with specific materials on various topics including sustainability, environment, climate change, sustainable procurement, diversity and inclusion, codes of conduct, etc.

Supplier diversity

The philosophy of the Almirall Group includes fostering relationships with local suppliers in order to promote value creation and generate a positive impact on local society. In this regard, to maximize our positive social impact, we contract Special Work centers (CET) for part of the services of supplying office material and Personal Protective Equipment (PPE), event logistics, as well as the reprocessing and handling of finished products and displays.

2.3.4.Memberships and external recognitions

As part of Almirall's commitment to sustainability, as of September 2022, the company is a member of the Pharmaceutical Supply Chain Initiative (PSCI). The PSCI is a non-profit organization, comprised of a large number of companies in our industry, whose purpose is to bring together its members to define, establish and promote responsible and ethical practices, human rights and environmental sustainability in the pharmaceutical industry supply chain. Through this membership, Almirall seeks to:

  • Access the knowledge and experience of experts in supply chain sustainability.
  • Contribute to setting the objectives of the pharmaceutical industry in this area.
  • Access a database of sustainability audits of suppliers worldwide, complementary to the audit program mentioned above.
  • Help develop our suppliers' capabilities in sustainability.

Furthermore, in 2024, Almirall improved its score in the EcoVadis ESG audit compared to 2023, revalidating its platinum medal for the fourth consecutive year. This result places Almirall in the Top 1% of companies rated by Ecovadis worldwide, which has more than 100,000 rated companies from more than 200 sectors of activity and in more than 180 countries. Part of the substantial improvement in the overall rating is due to the improvement in the results achieved in the Sustainable Procurement dimension, which places us in the top 1% of the companies with the best Ecovadis evaluation in this dimension in our sector.

In the event of discrepancy, the Spanish language version prevails.

2.3.5.Sustainable Supply Chain goals and targets

In order to measure and monitor the development and success of the Sustainable Procurement Program, the KPIs have been defined and adjusted over the last few years. The latest revision of the 2024-2030 targets of the program was adopted in 2024.

In 2024 the KPIs have not only been met but also substantially exceeded.

Name of the KPI Description of the KPI KPI target/year % reached in
2024
% expenditure (**) invoiced to suppliers with results available
in the ESG audit program
2024: 62%
Suppliers with ESG (*) audit
results
2025: 64% 62%
2026: 66%
Suppliers that have accepted 2024: 57%
Almirall's
Supplier
Code
of
Conduct
% expenditure (*) invoiced to suppliers who have accepted
the Almirall Supplier Code of Conduct
2025: 60% 61%
2026: 63%
Table 3 KPIs Sustainable procurement program 2024-2026

(*) The reference to "results" refers to supplier evaluations that are 2 years old or less

(**) The reference to '% Expenditure' refers to the percentage represented by the expenditure invoiced to these suppliers in the last 12 months with respect to the total expenditure on suppliers for the same period and managed by the Procurement and External Sites Operations departments, the latter being responsible for contract manufacturing organizations

2.4.Responsible taxation

2.4.1.Almirall's tax policy

The fundamental objective of Almirall's tax strategy is to guarantee strict compliance with the applicable tax regulations and ensure adequate supervision of the tax policy implemented by its subsidiaries in all the territories where it currently operates: Spain, Germany, the United States, Italy, Switzerland, France, Austria, Luxembourg, Portugal, the United Kingdom, Denmark, Sweden, the Netherlands, Belgium, Poland, Czech Republic, Slovakia, Norway and China. It does this while seeking maximum legal certainty, contributing to the fulfilment of the business strategy in the short, medium and long term, and maintaining a position of collaboration and transparency with the respective tax authorities.

Almirall has no presence in territories classified as tax havens, and its commercial transactions with third parties located in these or in any other territories are within the framework of its ordinary industrial and commercial activity. Furthermore, it rejects artificial transfers of earnings to these territories and the opacity provided by the lack of transparency of these territories, in accordance with the international taxation principles and recommendations of the OECD's Committee on Fiscal Affairs. Accordingly, it does not use structures of an artificial nature, unrelated to its activity, for the purpose of reducing its tax burden or transferring earnings.

Transparency of information on tax matters is considered essential to Almirall's tax policy. For this reason, it acts by providing, in the most complete manner, the information and documentation with fiscal significance requested by the competent tax authorities in the shortest possible time. Likewise, it develops and promotes a cooperative and fluid relationship with tax authorities based on respect for the law, trust, good faith, reciprocity and cooperation.

In May 2014, Almirall's Board of Directors agreed to adhere to the Code of Good Tax Practices in Spain, which includes a series of recommendations aimed at achieving application of the tax system through cooperation between the public administration and companies. This adhesion is aligned with the principles and guidelines for action in tax matters established in Almirall's tax strategy.

Almirall is also sensitive to and aware of its responsibility in the economic development of the territories in which it operates, contributing to the creation of economic value through the payment of taxes.

Almirall's tax policy is based on a prudent interpretation of the regulations in force in each jurisdiction. To avoid significant tax risks, the Group implements internal reporting and control systems, supplemented by advice from independent tax experts of recognized reputation. In the event of disputes, we work with the tax authorities to seek solutions that prioritize non-litigious avenues and provide certainty in the tax criteria applied.

The Audit Committee monitors the effectiveness of internal control, internal audit and fiscal risks, reviewing any weaknesses identified during the audit process. It also ensures compliance with accounting and legal standards, and holds quarterly meetings for a continuous follow-up with the external auditors. For more details on the functions of the Audit Committee, please refer to section 2.1.2 "Board Committees".

In the event of discrepancy, the Spanish language version prevails.

Almirall has established a transfer pricing policy for all transactions with related parties that is aligned with the principles established by the main competent international bodies. This policy is reviewed annually to avoid any deviation from these principles. With the aim of achieving legal certainty and increasing transparency and cooperation, since 2007, Almirall, S.A. has been periodically entering into Preliminary Valuation Agreements (hereinafter, APA for Acuerdos Previos de Valoración) with the Spanish Tax Agency for transactions between related persons and entities with respect to the distribution of its products by the Group's international subsidiaries. The last Agreement was signed in 2019 and Almirall, S.A.'s request for renewal of this APA has been approved until 2026.

The tax policy as well as the transfer pricing policy are available to all Almirall employees on the intranet.

Likewise, Almirall's Internal Code of Conduct in the Securities Markets, approved by the Board of Directors in 2007, aims to align the actions of the company, its management bodies, staff and representatives with the rules of conduct applicable to activities related to the securities market. This enables Almirall to ensure a conduct that meets the highest standards of diligence and transparency, minimizing the risks of conflicts of interest and ensuring proper disclosure to investors, which contributes to market integrity.

The regulation also addresses insider dealing, rules of conduct in relation to transferable securities and financial instruments, portfolio management and treasury operations. The Audit Committee is responsible for overseeing effective compliance with the obligations set out in the regulations, and reports annually to the Board of Directors on the measures taken to ensure such compliance.

On the other hand, by ticking the Solidarity Company box, Almirall is involved in social transformation by allocating 0.7% of the full amount of its corporate income tax to finance Third Sector projects, i.e., private organizations dedicated to charitable purposes considered to be of general interest that seek to create a fairer, more equal and inclusive society.

2.4.2.Country-by-Country (CbC) Tax Information

The following tables include information for the year ended 31 December 2023 for all tax jurisdictions in which the entities included in Almirall Group Consolidated Financial Statements are resident for tax purposes. In accordance with tax regulations, the figures presented in this table may differ from those in section 2.4.4 "Pretax net profit by country" due to the elimination of results from valuation adjustments of investments in subsidiaries or the consideration of consolidated results for those companies that consolidate for tax purposes (as is the case of Spanish and US companies):

Income
Tax jurisdiction
(data in thousands of
euros)
From
third
parties
Related
parties
Total Earnings
before tax
Payments /
(Receipts) for
company income
taxes
Current income
tax expense
Austria 33 5,289 5,322 536 106 106
Belgium 4,179 1,866 6,045 368 199 196
Denmark 5,123 3,597 8,720 323 58 74
France 9,272 8,525 17,797 2,548 1,764 840
Germany 151,970 74,446 226,416 50,501 14,402 15,693
Italy 25,479 19,464 44,943 10,477 4,355 4,766
Netherlands 2,997 26,607 29,604 400 40 68
Portugal 1,712 2,312 4,024 421 174 114
Spain 447,223 442,111 889,334 -42,015 -6,531 61
Switzerland 47,142 40,194 87,336 45,263 10,946 7,767
United Kingdom 28,399 7,141 35,540 1,150 86 284
United States 54,631 28 54,659 -72,562 172 217
Others 35 7,169 7,204 283 100 81

Table 4 Tax information country by country

The reasons for the differences between the recorded company tax expense (effective rate) and the theoretical company tax expense (which would have resulted from applying the nominal rate) are detailed below for those jurisdictions where the difference is most relevant:

  • Italy: due to non-tax deductible expenses
  • Spain: due to non-tax deductible expenses and the application of R&D deductions.
  • United States: due to entities' losses and non-recognition of tax credits in their balance sheet.
  • Switzerland: due to the exemption of part of the income as a result of entering the patent box regime.

In the event of discrepancy, the Spanish language version prevails.

  • Other geographical areas: there are no significant differences, in most cases due to certain expenses not being deductible under tax criteria.
Tax jurisdiction
(data in thousands of
euros)
Share
capital
Unallocated
results
Average
number of
employees
Tangible
assets
(excluding
cash)
Austria 36 2,252 16 74
Belgium 1,203 2,741 14 342
Denmark 17 3,694 6 720
France 12,527 3,750 43 2,066
Germany 25 36,761 342 83,645
Italy 9,211 253,788 97 2,144
Netherlands 4,000 318 9 1,694
Portugal 1,500 3,208 12 296
Spain 80,861 891,574 1,290 228,939
Switzerland 901 7,350 15 9,962
United Kingdom 571 13,907 32 7,352
United States 0 -910,029 80 14,887
Others 1,493 48,018 27 15

Table 5 Financial data by tax jurisdiction

2.4.3.Tax contribution

The Total Tax Contribution measures the total impact of a company's tax payments. This assessment is made from the standpoint of the total contribution of taxes paid directly or indirectly to the different administrations as a result of the Company's economic activity.

A distinction is drawn between the taxes that represent a cost to Almirall and the taxes it collects:

  • The taxes borne are those taxes that Almirall has paid to the administrations of the different states in which it operates. These are taxes that have represented an effective cost for Almirall, and they basically include payments for income tax, local taxes, miscellaneous taxes and Social Security contributions payable by the company.
  • These are taxes that have been paid as a result of Almirall's economic activity without entailing a cost to the company other than that involved in managing them. They basically include net value added tax, withholdings for employees and third parties, and social security contributions payable by workers.

With respect to taxes borne, and more specifically to income taxes paid or collected, for the last three years, the information is as follows (the aggregate amounts are not detailed under "Other countries" as they are not individually significant):

Millions of euros 2023 2024
Payments/(Charges)
by location
Relating to
prior years
Payments
on account
for the year
Total Relating
to prior
years
Payments
on
account
for the
year
Total
Spain -8.0 2.9 -5.1 -7.3 0.0 -7.3
Germany -0.2 10.8 10.6 2.4 12.1 14.5
Italy 0.5 2.2 2.7 1.0 3.3 4.3
Switzerland 1.4 2.9 4.3 7.3 3.3 10.6
United States 0.0 0.0 0.0 0.0 0.0 0.0
Other countries 0.0 1.0 1.0 0.7 1.4 2.1
Group Total -6.3 19.8 13.5 4.1 20.1 24.2

Table6 Income tax collected and paid by country

2.4.4.Pre-tax net profit by country

Below is a detail of the pre-tax net profit generated in each of the countries included in the Almirall Group's consolidated group. This net profit has been calculated on the basis of IFRS accounting principles at the individual level, in each of the countries indicated, before incorporating consolidation adjustments, which is why it does not coincide with the net profit or loss for the year attributable to the Parent Company in the consolidated annual accounts:

Net profit before tax
(Thousands of euros)
2023 2024
Spain -53,064 187,775
Holland -168 313
Belgium 276 367
Portugal 291 536
United Kingdom 845 1,145
France 3,690 2,586
Poland 50 61
Germany 46,018 50,518
Austria 439 524
Italy 8,361 253,447
Denmark 294 329
United States -211,642 -72,965
Switzerland 42,093 45,243
Czech Republic 48 59
Slovak Republic 23 31
Norway 20 28
Sweden 37 39

Table 7 Pre-tax net profit by country

The increase in pre-tax net profit in Spain and Italy is mainly due to the distribution of dividends from various subsidiaries of Almirall S.A. (Parent Company of the Almirall Group) in which it has direct and/or indirect shareholdings. The dividend amount is €229 million in Spain and €243 million in Italy. As these dividends are distributions of funds between subsidiaries of the same Group, they have no impact on the Group's pre-tax net profit.

Finally, the reduction in pre-tax losses for the United States is due to lower impairment on investments and intangible assets in 2024 compared to 2023.

3. Sustainability Management and Double Materiality

3.1.Sustainability governance

3.1.1.Context

Almirall has a Sustainability strategy, in line with its commitment to increase its contribution to society, integrating environmental, social and ethical issues in its decision-making process. The sustainability criteria are present in Almirall's day-to-day activities and at all levels of the company, from the Board of Directors, its Committees and the Management Board to its professional teams, also including all its relationships with stakeholders.

This Sustainability strategy, linked to the Group's Purpose and global strategy integrates ethical, social and environmental issues in its more operational implementation, in close collaboration with its stakeholders, attaining a number of objectives, of which the following are most significant: (i) maximize the creation of shared value for our shareholders and other stakeholders and for society in general; (ii) foster a culture of ethical conduct that increases corporate transparency; (iii) strengthen the company's reputation and external recognition; and (iv) identify, prevent and mitigate any adverse effects that might be caused by its activity.

Almirall's Chief Executive Officer is responsible for internal oversight of all sustainability-related activities and for establishing control and management measures, as well as for reviewing sustainability initiatives and programs. The Sustainability Committee reports directly to him or her. The Audit Committee and, in particular, its Chairman, assume the functions related to oversight of all matters relating to sustainability.

In addition, integrity and transparency are fundamental pieces in the sustainability of the company and are integrated into all its processes and activities. In keeping with its commitment to transparency, Almirall clearly and consistently gathers, builds and provides accurate and complete information that is accessible to all of its stakeholders in order to generate credibility and trust in the company. Furthermore, the company and all its European subsidiaries adhere to the Code of Practice of the European Federation of Pharmaceutical Industries and Associations (EFPIA), as well as those of the corresponding local associations in the European countries

In the event of discrepancy, the Spanish language version prevails.

where Almirall operates, such as Farmaindustria in Spain, strictly complying with the applicable legislation in force in each country. In this regard, the company publishes information on payments and value transfers to healthcare professionals or organizations for activities such as consultancy, meetings and advice, in accordance with the corresponding legal provisions. This information is available on the Group's corporate website(www.almirall.com) in the Transparency section.

3.1.2.Sustainability Policy

In July 2024, Almirall's Board of Directors approved an update of the company's Sustainability Policy, the last version of which dated back to 2020. As in recent years, the Chief Executive Officer is responsible for internal oversight in this area. The Corporate Sustainability Committee (formerly known as the Corporate ESG Committee), reporting to the Management Board, is tasked with the following:

  • Manage and lead the plans, programs, projects and relevant initiatives related to the sustainability strategy approved by the Board of Directors; and
  • Act as a link between the business areas, the organization and the company's governing bodies, proposing the Sustainability Strategy to the Board of Directors, as well as transmitting the approval of proposals and results to the rest of the company.

Almirall understands Sustainability as the meeting of present needs without compromising the ability of future generations to meet their own needs. In the corporate context, sustainability means that companies should not only focus on financial performance, but also take into account the risks and opportunities associated with the social and environmental impacts they may have on their own operations, those of their subsidiaries and along the entire value chain.

Sustainability is a fundamental pillar of Almirall's strategy to create long-term value and a major factor in the way the company runs its activities and plans to achieve its Purpose of transforming the world of its patients, helping them to realize their hopes and dreams of a healthy life.

In order to achieve the aforementioned objectives, Almirall adopts the following general principles in its sustainability policy:

  • Align the conduct of its staff with the principles contained in the Code of Ethics, as well as in the rest of the internal policies and regulations, which determine the conduct expected of Almirall employees in the performance of their activities.
  • Protect and respect universally recognized fundamental human rights in Almirall's sphere of influence, avoiding any complicity in the violation of the same.
  • Foster communication and dialogue with our main stakeholders detailed in section 3.2.5 "Stakeholder identification" through various communication channels, promoting relationships based on mutual trust.
  • Promote transparency in the information disclosed on Almirall's performance and activities, and adopt responsible communication practices to prevent manipulation of information and protect the integrity of Almirall's reputation.
  • Proactively manage the non-financial risks and opportunities arising from the markets and from the context of business operations.
  • Reduce the environmental impact of our activities in the geographies where we operate, promoting sustainable development and the efficient use of natural resources.

The policy is available to all staff on the company's intranet and on the corporate website for all other stakeholders.

3.1.3.Sustainability Strategy

Considering the current context that Almirall is facing, both from a regulatory and market point of view, based on the results of the double materiality analysis (see section 3.2 "Double materiality assessment" further on) and applying a prospective approach, a new 2030 Sustainability Strategy, called "Act4Impact", which was formulated in 2023, validated by the Audit Committee and approved by the Board of Directors in November 2023. This new strategy, which replaces and expands upon the previous one, is positioned as a fundamental lever to achieve the company's Purpose.

The strategy is structured according to four first-level strategic pillars - Planet, People, Patients and Partners and a fifth cross-cutting pillar - Principles - that governs the way we act in all areas of the company, as shown below:

In the event of discrepancy, the Spanish language version prevails.

  • Planet: Almirall aims to take effective action on climate change through its science-based Zero Net Emissions Strategy, which includes decarbonization and energy efficiency plans, sustainable mobility and sustainable procurement programs with suppliers. In addition, Almirall is committed to acting on other key environmental vectors by promoting actions in favor of pollution minimization, water management, the circular economy, the sustainable use of resources and the protection of nature.
  • People: The company is committed to implementing a strong Global Diversity, Equity and Inclusion Plan, enhancing its Talent Management Program to unleash the full potential of its workers, implementing and consolidating its holistic Corporate Wellness Program, ensuring the highest level of occupational health and safety and deploying a Corporate Volunteering Program.
  • Patients: Almirall will strengthen its commitment to patients through its Engagement with Patient Organizations Plan, with a special focus on the well-being of people with skin diseases. Almirall will also continue to make progress in reinforcing a patient-centered mindset throughout the company, prioritizing patients' needs and placing them at the center of our decisions.
  • Partners: Almirall intends to consolidate and continue to improve its sustainable procurement program, implementing processes and tools that guarantee an effective governance and ensure respect for internationally recognized human and labor rights, the environment and business responsibility, reinforcing sustainability-related aspects throughout its value chain.
  • Principles: All of this is to be carried out following Principles of Good Conduct, which guarantee an ethical and transparent culture, applying sound governance, being accountable for all of Almirall's actions and applying best practices in Product Responsibility, Pharmacovigilance, Commercial and Marketing Practices, Transparency and Corporate Culture, Privacy, Corporate Governance, Ethics and Regulatory Compliance.

The Sustainability Strategy, and its work areas and initiatives, are aligned with the Sustainable Development Goals (SDGs) of the United Nations 2030 Agenda, thus confirming the commitment acquired through Almirall's adhesion to the United Nations Global Compact in 2022. Although Almirall's business impacts all 17 SDGs to a greater or lesser extent, we have prioritized those in which our contribution is most significant and where Almirall has the greatest capacity for impact and action, as detailed below, in each of the pillars of our strategy:

  • Planet: Good health and well-being, Affordable and clean energy, Climate action.
  • People, Patients and Partners: Good health and well-being, Gender equality, Decent work and economic growth.
  • Principles: Good health and well-being, Reduced inequalities, Decent jobs and economic growth, Peace, justice and strong institutions, Partnerships for the goals.

In the event of discrepancy, the Spanish language version prevails.

The initiatives that are part of this strategy will be key to meeting the commitments acquired through a Sustainability Dashboard that was approved by the Board of Directors in June 2024 and is periodically updated. The remaining sections of this report detail information on achievements and progress in the different working areas of the Sustainability Strategy during 2024.

3.1.4.Sustainability and ESG goals; initiatives and projects

Almirall has set ambitious sustainability goals that are in line with the United Nations (UN) 2030 Sustainable Development Goals (SDGs) and the Climate Goals of the Paris Agreement.

In defining the sustainability goals, Almirall incorporates the perspective of several key areas to ensure a full alignment with our corporate values and commitments. These goals are developed in collaboration with the heads of strategic areas, who formulate them based on their specialization and technical knowledge, integrating benchmark practices and the views of our stakeholders. Once defined, the proposals go through a rigorous validation process in specific commissions and committees and are then approved by the Board of Directors. Furthermore, a smooth and transparent communication with staff is ensured and they are kept informed through their employee representatives, including the European Works Council. Finally, this process includes a periodic review of the metrics and goals, enabling their continuous adjustment to respond to the needs and expectations of all our stakeholders.

These goals have been defined taking into account a number of issues related to Almirall's products and services, the patients and the geographical areas where we operate.

In the case of products and services, these goals have been set whilst taking into consideration the business as a whole, the patients, therapeutic areas, and the diseases that Almirall focuses on, both because of their high prevalence and because they are diseases that require treatment, such as atopic dermatitis, hidradenitis suppurativa, alopecia areata, vitiligo, psoriasis, (non-melanoma) skin cancer, and rare skin diseases, aware that each of these has a different impact on the attainment of these goals. Likewise, the key regions where the penetration of Almirall's products and services is highest have been identified as Europe, the United States, China, Japan and Australia, which have been taken into account equally when setting the objectives, taking into consideration the potential of these areas to contribute towards them.

Furthermore, the sustainability goals are linked to the variable remuneration of key internal stakeholders, including all members of Almirall's Management Board, the senior leadership, people with direct responsibilities and other relevant stakeholders, both in the short and long term.

With regard to the short-term goals of Almirall's Management Board, that is, for 2024, these are set out in detail below, including an assessment of their level of attainment at the end of 2024:

What How Assessment
Promote
in
all

Review and update the 2025-2030 Sustainability
areas
of
the
Dashboard approved by the Board of Directors,
company
the
after the first full year of data to assure their
internalization and
relevance, accuracy and alignment with best
execution of the
practice.
principles
and

Overall attainment of the goals set for 2024 that
initiatives of the
are included in the Sustainability Dashboard.
sustainability
Maintaining the current level of excellence in
strategy approved
by the Board of
external ESG ratings (Sustainalytics, Ecovadis and
Directors.
CDP) will modulate the degree of attainment of the
5 rating levels for this goal, as described below in
the section on KPIs.
The results obtained in 2024 for the various indicators do not give
rise to concern that the targets set for 2025-2026 will not be met.
However, a review and potential update of the indicators and
associated targets will be carried out in 2026 to ensure their
validity and relevance.
Act4Impact, our new 2030 sustainability strategy has been
validated by the Corporate Governance Committee, the
Management Board, the Sustainability Committee and the Audit
Committee, and approved on 8 November 2023 by the Board of
Directors.
The new Sustainability Dashboard was approved in June 2024
by the Board of Directors and was previously also endorsed by
the Sustainability Committee, the Corporate Governance
Committee, the Management Board and the Audit Committee.
KPIs
-

Underperformance: More than 50% of the KPIs
included in the Sustainability Dashboard have
not reached their 2024 target.

Opportunity for improvement: More than 25% of
the
KPIs
included
in
the
Sustainability
Dashboard have not reached their 2024 target.

Targets achieved: All KPIs included in the
Sustainability Dashboard have reached their
2024 target.

Exceptional value: More than 25% of the KPIs
included in the Sustainability Dashboard have
exceeded their 2024 target.
Assessment of KPIs:
As of the closing date of this report, the attainment of the KPIs
is as follows for the 15 KPIs that are active on the dashboard
for 2024: 10 KPIs (60.7%) have exceeded the target, 3 KPIs
(20%) have reached the target and only 1 KPI (6.7%) has
failed to reach the target set for 2024. One KPI is pending final
calculation (KPI PAT1 - patients impacted by the strategic skin
products portfolio), which according to preliminary estimates
appears to be below target.
As regards maintaining the current level of excellence in
external ESG ratings:
• Sustainalytics: in 2024, Almirall improved its ESG risk rating
by 5% compared to the previous year (16.3 vs. 17.2). Its
current rating is "Low Risk".

Translation of a report originally issued in Spanish.

In the event of discrepancy, the Spanish language version prevails.

What How Assessment

Role model: More than 50% of the KPIs included
in the Sustainability Dashboard have exceeded
their 2024 target.
• EcoVadis: in 2024, Almirall improved its ESG scoring by 4%
(87/100 vs 84/100). We retained the Platinum Medal.
• CDP: With regard to the Climate Change evaluation, the
results reported during the year 2024 and corresponding to
the year 2023 are taken as a reference, in which the A
rating has been maintained with respect to the previous
evaluation, and in terms of Water Security, it obtains a rating
of B in its first year of evaluation (2023).
Taking into account the results in attaining the defined KPIs
compared to the targets set for 2024, as well as the overall
improvement of the external ESG ratings, the proposed level of
attainment for Management to validate, would be "Exceptional
value" or "Model to follow".

In addition, a new long-term incentive plan (2024-2026) called the Performance Shares Plan, which is available to the company's senior leadership, was adopted in 2024 and includes two objectives linked to sustainability:

  • An objective linked to the Employee Satisfaction eSat survey that measures social impact through a related question in internal culture surveys: "How happy are you working at Almirall?", which has a weighting of 7.5% of the total incentive. The eSat will be measured according to the following attainment scale with linear interpolation between the thresholds (keeping it above the external 'Top 25% Global' benchmark):
    • o 150% if eSat scores 81 or more.
    • o 100% if eSat scores 79.
    • o 70% if eSat scores 74.
    • o 0% if eSat scores below 74.
  • Another target linked to the reduction of the Carbon Footprint in Scope 1 and 2 (i.e., direct emissions and purchased electricity measured against the 2019 baseline and calculated in accordance with the Greenhouse Gas (GHG) Protocol, in line with our Strategic Plan; a target that has a weight of 7.5% of the total incentive. This metric will be measured according to the following scale of achievement with linear interpolation between the thresholds:
    • o 150% if the reduction reaches 25% (corresponding to the target foreseen in 2027).
    • o 100% if the reduction reaches 18% (corresponding to the target foreseen in 2026).
    • o 70% if the reduction reaches 12% (corresponding to the target foreseen in 2025).
    • o 0% if the reduction reaches 8% (corresponding to 2023 data).

The following tables summarize the main projects and initiatives linked to each of the pillars of the Act4Impact strategy and the KPIs included in the Sustainability Dashboard, which will be reviewed periodically to assure its relevance, making the necessary adjustments.

Ref. Initiatives Indicator 2021 2022 2023 Result 2024 2024
Target
2025
Target
2030
Target
SDG
PLA1 Net zero emissions
strategy:
-
Decarbonization
plan (energy)
-
Sustainable
mobility plan
-
Neutralization
%
reduction
in carbon
footprint
scopes 1
and 2
3% -9% 10%1 16% ⩾ 10% ⩾ 12% ⩾ 50%
PLA2 strategy
-
Supplier
engagement
program
-
Decarbonization
plan
(logistics
operators)
%
reduction
in carbon
footprint
scope 3
10% 11% 4% 13% ⩾ 4% ⩾ 8% ⩾ 28%

Planet (not including PLA3 - Zero net emissions, to be activated in 2050)

Table 8 Sustainability Dashboard - Planet

1 In accordance with the calculations detected during the AENOR audit, this result that was reported in the 2023 Statement of Non-Financial Information as 8%, was ultimately 10%.

In the event of discrepancy, the Spanish language version prevails.

PLA1: % reduction in carbon footprint scopes 1 and 2: % reduction in carbon footprint in scopes 1 and 2 vs 2019 baseline. PLA2: % reduction in carbon footprint scope 3: % reduction in carbon footprint in scope 3 vs 2019 baseline. People

Ref. Indicator 2021 2022 2023 Result
2024
2024
Target
2025
Target
2030
Target
SDG
PEO1 Holistic staff welfare
and occupational risk
prevention program
‰ occupational
accident incidents
rate
5‰ 7‰ 7.7‰ 4.4‰ ⩽ 8‰ ⩽ 7‰
PEO2 Corporate
Talent
Program and global
Average no. of
hours of training
per worker
11 15 33 36.3 ⩾ 33 ⩾ 35 ⩾ 45
PEO3 strategy of the People
& Culture Department
% turnover 12% 12% 10% 8.9% ⩽ 10%
PEO4 eSat (satisfaction
survey)
N/A 75 77 79 ⩾78
⩾81
PEO5 Diversity, equity and
inclusion program
% women in senior
leadership
24% 36% 40% 40% ⩾ 40% 45-55%
PEO6 % gender pay gap N/A -2.9% -2.5% -2.7% +/-2.5% +/-2%

Table 9 Sustainability Dashboard - People

PEO1: ‰ occupational accident incidence rate: number of work-related accidents resulting in sick leave per 1,000 workers.

PEO2: # hours of training per employee: annual number of training hours vs average number of employees.

PEO3: % turnover: % annual number of persons leaving vs average annual number of workers.

PEO4: eSAT: % score in the annual culture survey

PEO5: % women in senior leadership: % number of women in grade 11+ (at end of year) vs total number of women and men in grade 11+ (at end of year). PEO6: % reduction in gender pay gap: weighted average per country taking into account the distribution of Equal grades and the weighted average number of workers per country. See further details of calculation in section 5.2.11 of this report.

Patients

Ref. Initiative Indicator 2021 2022 2023 Result
2024
2024
Target
SDG
PAT1 Program
of
engagement
with
patient
associations and
generation of a
patient-focused
corporate
mindset
Patients
impacted by our
dermatological
strategic
portfolio (x 1,000
patients)
N/A N/A N/A Not
available at
the date of
preparation
of this
report
⩾731

Table 10 Sustainability Dashboard - Patients

PAT1: Thousands of patients treated by our strategic dermatology portfolio in one year (in 2024: Ebglyss, Ilumetri, Klisyri and Wynzora)

Partners

Ref. Initiatives Indicator 2021 2022 2023 Result
2024
2024
Target
2025
Target
2030
Target
PAR1 Program for % spending with ESG audited
suppliers
46% 58% 59% 62% ⩾62% ⩾64% ⩾75%
PAR2 Sustainable
Procurement
and Supplier
% spending with suppliers that
have
accepted
the
Code
of
Conduct
36% 41% 54% 61% ⩾57% ⩾60% ⩾75%
PAR3 Engagement
for
carbon
footprint
reduction
% emissions with suppliers that
have a carbon scorecard
N/A N/A 53% 57% ⩾55% ⩾58% ⩾69%

Table 11 Sustainability Dashboard - Partners

PAR1: % spending with ESG audited suppliers: % spending with suppliers for which we have ESG audit results.

PAR2: % spending with suppliers that have accepted the Code of Conduct: % spending with suppliers that have accepted Almirall's Supplier Code of Conduct. PAR3: % emissions with suppliers that have a carbon scorecard: % greenhouse gas emissions from suppliers with a valid Ecovadis carbon scorecard impacting our Scope 3, Cat 1 & 2 carbon footprint

The expenditure referred to in these KPIs is that which is managed by the Global Procurement and External Sites Operations teams

Principles

Ref. Initiatives Indicator 2021 2022 2023 Result
2024
2024
Target
2025
Target
2030
Target
SDG
PRI1 Diversity
and
independence
in the Board of
Directors
% independent directors on
the Board of Directors
62% 67% 67% 80% ⩾50%
PRI2 % women on the Board of
Directors
31% 33% 33% 40% ⩾40%
PRI3 Sustainability
in governance
% staff trained in sustainability - - - KPI not
active
Not
applicable
⩾40% 100%
PRI4 Ethical
behavior
and
integrity
% staff trained in the Code of
Ethics
38% 85% 93% 98% ⩾95% 100%

Table 12 Sustainability Dashboard - Principles

PRI1: % independent directors on the Board of Directors: % number of independent directors on the Board of Directors vs total number of members.

PRI2: % women on the Board of Directors: % number of women on the Board of Directors vs total number of members.

PRI3: % workers trained in Sustainability: % of Almirall workers trained in year n-1 + % of Almirall workers trained in year n. PRI4: % employees trained in the Code of Ethics: % of Almirall workers trained in year n-1 + % of Almirall workers trained in year n.

Almirall, as a pharmaceutical company, faces several future challenges related to sustainability. Some of the most relevant challenges are climate change, scarcity of natural resources, new environmental regulations, working conditions in the supply chain, and the expectations of consumers and patients who demand sustainable products and greater transparency in business practices. The transition to a circular economy, environmental protection and the preservation of biodiversity are also included.

To address these challenges, the company has developed a number of innovative projects and solutions, which are explained in more detail in each section of this report. Some examples are given below:

  • The "Energy Masterplan", which identifies key areas of investment for the coming years, seeks to address renewable energy in all business units, including the purchase of green energy with Guarantee of Origin and the promotion of self-generated renewable energy.
  • The progressive electrification of the car fleet, starting to replace internal combustion vehicles with electric or hybrid plug-in vehicles, not only reduces the carbon footprint, but also improves the energy efficiency of operations. This includes the installation of on-site charging infrastructure to facilitate the transition towards the decarbonization of the fleet.
  • The Supplier Engagement Program, which involves suppliers that represent a high impact on the carbon footprint, aims to align their goals with the ambition in Scope 3 and identify specific opportunities for improvement and a positive impact on Almirall's footprint.
  • The YouFeelWell program, which takes a holistic approach to well-being, focuses on improving the physical and mental health of staff, promoting sporting activities and good lifestyle habits.
  • The talent management and development programs reflect Almirall's commitment to the professional development of its workers, ensuring that they have the necessary tools and knowledge to grow within the company and contribute to its strategic objectives.
  • The initiatives led by an interdisciplinary team implement and drive forward policies and actions that incorporate the concept of "eco-design" and sustainable packaging in order to reduce the environmental impact of the products.

However, in the future, Almirall must continue to work on other projects and initiatives to address the challenges mentioned above. This includes strengthening practices in order to comply with the new regulations on sustainability and the environment, ensuring that these do not negatively affect market competitiveness. We must continue innovating in products and processes to meet patients' expectations, which means developing more sustainable and effective medicines. Furthermore, it is crucial to develop strategies to integrate sustainability into all phases of research and product development.

In the coming years, continuous training programs for staff must be encouraged, ensuring that they are trained in the latest sustainable practices and emerging technologies. This will not only improve operational efficiency,

In the event of discrepancy, the Spanish language version prevails.

but also strengthen the corporate culture around sustainability. The company is also considering increasing its involvement in global initiatives that promote sustainability in the pharmaceutical industry.

In addition, Almirall will continue to invest in the electrification of its vehicle fleet and in the implementation of energy-efficient technologies in its facilities, as planned. These efforts will contribute to reducing the carbon footprint and meeting emission reduction targets. The continuation of projects aimed at the sustainability and resilience of the supply chain is essential for ensuring that all suppliers comply with the standards on sustainability and environmental and social responsibility. In short, a holistic and proactive approach is required in order to meet future challenges, ensuring that sustainability remains as central a component of business strategy as it is today.

3.1.5.Sustainability assessments and ratings

In 2024, Almirall received the results of the Sustainability and ESG assessment carried out by EcoVadis, having obtained a score of 87/100, which represents an improvement of more than 4% over the previous year, maintaining the Platinum Medal. Since 2019, we have improved our score by more than 43%, demonstrating ongoing improvement. Compared to the 2023 results, in which Almirall obtained an overall score of 84/100, in 2024 there has been considerable improvement in the areas of "Sustainable Procurement" and "Ethics".

EcoVadis is a universal provider of sustainability and ESG ratings, having assessed over 100,000 companies in over 200 business sectors in more than 180 countries. It is worth noting that Almirall is in the top 1% of companies evaluated by Ecovadis worldwide.

Likewise, in 2024, Almirall's overall ESG management and performance was assessed and rated by other ESG rating agencies and entities. For example, Sustainalytics conducted an assessment of Almirall's environmental, social and governance aspects, awarding an ESG Risk Rating of 16.3, within the Low Risk category. This result slightly improves on the one obtained in 2023, placing Almirall in the Top 4% of companies in the "Pharmaceuticals" business sector top-rated by Sustainalytics, ranking 33 out of 852 companies. Additionally, as of the closing date of this report, Almirall has been included in Sustainalytics' list of companies with the best ESG Risk Rating Scores for 2025. This recognition highlights the leading companies in ESG risk management at global, industry and regional levels. Almirall is on the list of companies with the best ESG Risk Rating Scores by industry, ranking in the top 6.7% of companies with the lowest ESG risk within our peer group.

Sustainalytics, a Morningstar company, provides high-quality environmental, social and corporate governance (ESG) analytical research, ratings and data for institutional investors and companies. Sustainalytics' ESG dashboards provide detailed information on environmental, social and ethical risks in 172 countries, having assessed more than 20,000 companies worldwide.

Almirall has been included in the IBEX ESG index since its creation in October 2023. The IBEX ESG index was created by Bolsas y Mercados Españoles (BME) with the aim of providing independent information to the market on the performance of companies in environmental, social and governance (ESG) aspects. In its initial composition, Almirall was included along with 46 other listed companies and has remained in the first update made by BME in September 2024. The IBEX ESG index selects its constituents according to certain sustainability criteria and is weighted by free float-adjusted capitalization.

Apart from these overall ESG ratings, other specific scores on specific aspects of ESG are listed in this document, e.g., ISO 14001:2015 certification for environmental management, ISO 50001:2018 certification for energy management, ISO 45001:2018 certification for occupational health and safety management, 'Top Employer' certification, CDP score on climate change, etc.

3.1.6.Other ratings: CDP Disclosure

As an exercise in transparency, since 2014, Almirall has reported its environmental performance on climate change to CDP. CDP assesses climate change performance through a form and classifies it into 4 levels, from the most basic level, Disclosure D, to the highest, Leadership A.

It is also broken down into two sub-levels, each level indicating the lowest category with a "-" (as shown in the following picture):

Illustration 1 CDP Ratings

In 2022 and 2023, Almirall achieved the Leadership A- rating, which was revalidated in 2023. On the date of this report, the rating for the year 2024 is not yet available. Of the various dimensions assessed by CDP to obtain our overall rating, Almirall's management of "Objectives" and "Management of scope 1, 2 and 3 emissions" stand out at the Leadership level, while the dimension with the greatest opportunity for improvement is "Emissions reduction initiatives", which is expected to improve as and when all the actions on our roadmap towards zero net emissions are developed and implemented.

Almirall 2022 2023 2024
CDP score A- A- Not available
Table 13 Evolution of Almirall's CDP score

In terms of Water Security, Almirall obtained a B rating in its first year of assessment (2023). In 2024, the CDP questionnaire on water cycle management has been submitted, but the result has not yet been obtained as of the date of preparing this report.

3.1.7.Stakeholder relations

Details of how Almirall interacts with the different stakeholders are set out below:

  • Working people: Almirall must work to attract, promote and retain talent and to empower its employees to grow and develop their potential.
  • Health sector, scientific and academic community and patients: Almirall's relationship with professionals in the health sector, and with the scientific community in general, must be governed by the principles of transparency, proximity and cooperation, based on knowledge of the needs of these groups in order to implement joint programs and projects that contribute towards improving people's health and well-being.
  • Regulatory bodies, governments, administrations: The company must involve regulators, governments and administrations around the world in the manufacture, development, review, approval and marketing of its products.
  • NGOs and other foundations: Almirall must collaborate with non-governmental entities in its sustainability priorities, promoting social action initiatives and our employees' participation in volunteering initiatives in these areas.
  • Shareholders, investors, financial institutions and auditors: the company must follow the highest standards in its relationships with shareholders, investors, financial institutions and auditors.
  • Suppliers and other partners in the value chain: the Company must operate with suppliers and other third parties on the basis of respect for the law and the assumed contractual commitments, quality of service and contractual good faith, and expect the same from them, with this constituting the basis of the relationship between Almirall and its suppliers.
  • Society: Almirall must act with full awareness of its environment and the social needs of the different countries in which it operates.

Almirall uses a variety of communication mechanisms to ensure that administrative, management and supervisory bodies are informed about the views and interests of those stakeholders affected with regards to sustainability-related impacts. These mechanisms include:

    1. Regular meetings: Meetings are held with workers' representatives to gather their concerns, including local works councils and the European Works Council. Regular intranet publications and internal meetings are also held with areas and departments to inform them of sustainability initiatives and to gather their opinions and suggestions.
    1. Working Groups: Almirall is involved through representatives in pharmaceutical industry working groups (in Spain's case, Farmaindustria), at European level (EFPIA) and other industry initiatives (the

In the event of discrepancy, the Spanish language version prevails.

Pharmaceutical Supply Chain Initiative) to jointly address common industry challenges and opportunities and implement best practices.

    1. Information and interaction with investors, financial institutions and auditors: Almirall regularly organizes Investors' calls and private meetings with investors to discuss different topics including the company's sustainability plans and strategy. It also prepares information that is reviewed by the company's internal and external auditors.
    1. Exchange with suppliers: Within the framework of the Supplier Engagement Program and the Key Supplier Relationship Program, exchanges of information are carried out regarding Almirall's sustainability programs and key suppliers and partners, to identify potential synergies and action plans in relation to carbon footprint reduction, among others.
    1. Open communication with regulators, governments and administrations: Almirall maintains open and transparent communication with regulatory bodies and administrations. This includes disclosing relevant information on its products, processes and sustainability practices, as well as responding to any queries or requests for information from these bodies.

All the information gathered through these mechanisms is shared with specific Advisory Boards that have been set up for the Planet and People pillars, and is also channeled through the Sustainability Committee, which reviews and discusses the proposed strategies and actions. Ultimately, this information and the actions that can be derived can be prioritized and incorporated into the overall company strategy during its definition and implementation. The final strategy is approved by the Management Board and the Board of Directors, ensuring full alignment with corporate objectives and a strong commitment to sustainability.

3.1.8.Specific sustainable financing

Almirall's goal is to minimize impact on the environment and in particular on climate change. As proof of this, the renewal of the revolving credit facility for the amount of 275 million euros was made on the basis of compliance with a series of ratios linked to sustainability that will affect the Parent Company. To this end, different environmental ratios have been included to credit the variable interest rate margin of this loan:

KPI 1: Carbon Footprint

Description of the KPI: Absolute Reduction of Greenhouse Gas Emissions (Scope 1, 2 and 3).

Description Base year 2024 2025 2026
KPI 1 CO2e emissions - GHG Reduction vs. Baseline
Emissions Inventory Scope 1, 2 and 3 follows the
guidelines of the Greenhouse Gas (GHG) Protocol of
Scope 1 + 2: December 2019: 6.865
(tCO2e)
-10% -12% -18%
the World Business Council for Sustainable
Development (WBCSD) and World Resources Institute
(WRI).
Scope 3: December 2019: 162.840
(tCO2e)
-4% -8% -8%

KPI 2: Suppliers Carbon Scorecard

Description of the KPI: % of greenhouse gas emissions from suppliers with a valid Ecovadis2 carbon rating, impacting the carbon footprint in Scope 3, Categories 1 and 2.

Description Base year 2024 2025 2026
KPI 2 Percentage of emissions with suppliers assessed
through the EcoVadis platform
Performance 2023: 53% 55% 58% 60%

2 The EcoVadis Carbon Rating provides an independent assessment of the carbon management system and performance of suppliers. The score will identify the levels of carbon management performance and show specific strengths and areas for improvement targeted at each level.

In the event of discrepancy, the Spanish language version prevails.

Result achieved

KPI 2024 Target Result 2024 KPI
compliance
KPI 1 Scope 1 and 2:
-10%
-16% Yes
Scope 3:
-4%
-13% Yes
KPI 2 53% 57% Yes

As at 31 December 2024, all targets set in the revolving credit facility agreement for the various KPIs have been achieved.

3.2.Double materiality assessment

3.2.1.Introduction

The European Commission aims to transform the European Union into a modern, resource-efficient and competitive economy with net zero greenhouse gas emissions by 2050. This goal aligns with global efforts in the midst of a climate crisis. The legally binding Paris Agreement established in 2015 seeks to limit the global temperature increase to less than 2°C above pre-industrial levels, with the aspiration of restricting it to 1.5°C. This requires reductions in greenhouse gas emissions, an enhanced adaptive capacity and the promotion of climate resilience and sustainable development.

In addition to its climate commitments, the European Union seeks to safeguard the natural capital and protect the health and well-being of citizens from environmental risks. The Corporate Sustainability Reporting Directive (CSRD) is central to this effort. This legislation requires improved standards for sustainability reporting by companies, on a par with financial reporting. It aims to improve the transparency and comparability of environmental, social and governance (ESG) performance data, enabling more informed and sustainable decision-making for both investors and stakeholders.

The CSRD requires large companies to disclose detailed information on risks, opportunities and impacts related to ESG issues. This directive introduces the concept of Double Materiality, which considers both the impact of business activities on the environment and society, and the associated financial risks and opportunities, as well as the dependencies between them. Within this regulation topics will be disclosed such as climate change (E1), pollution (E2), water use and marine resources (E3), biodiversity (E4) and the circular economy (E5), as well as social and governance aspects, such as own staff (S1), workers in the value chain (S2), affected communities (S3), consumers and end-users (S4) and business conduct (G1).

The structure of the dissemination of these material topics within the framework of the CSRD is organized around four main areas: Governance, Strategy, Risk Management and Metrics and Targets. This holistic approach ensures that companies not only identify and manage their ESG impacts, but also integrate these considerations into their business strategies and decision-making processes.

For companies such as Almirall, which meet at least two of the following three requirements: having more than 250 employees, a net turnover of more than 50 million euros or assets of more than 25 million euros, the CSRD requires compliance with the directive for reports published in 2025, corresponding to the 2024 financial year.

3.2.2.Double materiality

Double Materiality is an approach that takes into account two essential dimensions when it comes to assessing the relevance of sustainability issues for a company: impact materiality and financial materiality. This concept, fundamental to the CSRD, guides companies in identifying material issues to disclose. Furthermore, it implies that a company must assess both the impacts of its activities on people and the environment (inside-out approach) and the financial effects of sustainability-related risks and opportunities (outside-in approach).

The Double Materiality assessment process is divided into two components. Impact materiality refers to the significant effects, positive or negative, that the company's activities have on the environment and the people along its value chain. This includes both internal operations and interactions with suppliers, customers, partners and local communities. These impacts are identified through a detailed analysis of the company's activities and their environmental and social consequences.

In the event of discrepancy, the Spanish language version prevails.

Financial materiality, on the other hand, focuses on the risks and opportunities that sustainability issues present to the company from an economic, compliance and reputational perspective. This covers how environmental, social and corporate governance issues can influence financial performance, market position, company reputation, access to capital and debt markets, and other critical aspects of the business. The assessment considers both current and future risks, whether short-, medium- or long-term.

The results of the Double Materiality assessment are essential to comply with the disclosure requirements of the CSRD. They provide a basis for the company to report on the most relevant material issues, aligning its sustainability practices with regulatory and market expectations. Furthermore, these results help to integrate sustainability into business strategy, improve risk and opportunity management, and strengthen the transparency and confidence of investors and other stakeholders. For Almirall, this practice is fundamental to ensure a sustainable and resilient activity in the sector, aligned with sustainable development objectives and current regulatory requirements.

This assessment also serves to categorize issues that are relevant to Almirall and to determine whether they should be reported. The CSRD structures the contents to be reported in a hierarchical format that includes Topics, Sub-Topics, Sub-Sub-Topics and specific indicators, also known as "Data Points".

  • Topic: A broad area of interest or focus that is considered essential within the sustainability reporting framework (e.g., own staff).
  • Sub-topic: A specification within a broader topic that allows for a more detailed and specific analysis of a particular aspect (e.g., equal treatment and opportunities).
  • Sub-Sub-Topic: An even more detailed division of a sub-topic that allows you to focus on very specific and technical aspects within a Sub-topic (e.g., Diversity).
  • Indicator ("Data Point" or "DP", hereinafter): A quantitative or qualitative metric used to measure and evaluate performance or impact in relation to a specific Sub-Topic or Sub-Sub-Topic (e.g., percentage of functionally diverse workers in own workforce broken down by gender).

This approach facilitates a clear understanding and effective communication on how companies address various aspects of sustainability. Following this structure and with the aim of disseminating the information to be reported with the highest possible granularity, a decision tree logic is used, as shown below. This tree indicates that if a Sub-Sub-Topic is assessed as material, Almirall must report its corresponding Data Points. However, if a Sub-Sub-Topic is assessed as relevant in its financial dimension only, Almirall should only report DPs related to risks and opportunities, but not those related to impact.

Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails.

This logic is based on the assessment of IROs (Impacts, Risks and Opportunities) aligned with all Sub-Topics and Sub-Sub-Topics defined by the CSRD. This assessment facilitates the dissemination of the Sub-Sub-Topics and their associated Data Points. As a result, a list is obtained with all the Sub-Topics classified into material and non-material and all the DPs to be reported.

3.2.3.Assessment process

A comprehensive assessment process has been carried out, starting with the value chain analysis and ending with the assessment of all identified IROs. Each stage of this process has been carefully defined and delineated to meet the requirements of the CSRD.

The assessment process includes the following five steps:

  • Analysis of the value chain: Almirall's value chain is mapped, delineating the boundaries and scope of each phase to ensure a thorough understanding of operational impacts and interconnections.
  • Identification of stakeholders: Internal and external stakeholders are identified, including the allocation of geographies, and the definition of the commercial relationships that influence Almirall's operations.

In the event of discrepancy, the Spanish language version prevails.

  • Identification of IROs: IROs are defined for each Sub-Sub-Topic (according to the tree described above), ensuring that all potential areas of impact are considered and adequately addressed.
  • Assessment methodology: Common standards are established for carrying out the assessment of the IROs. This includes the establishment of criteria for the quantification and final assessment.
  • Assessment of IROs: IROs are assessed with all stakeholders, with the aim of validating the findings and ensuring the accuracy and relevance of the assessment results.

Within the framework established by the CSRD, Almirall's needs have been aligned, adapting certain degrees of adjustment to ensure the reasonableness, tangibility and applicability of the results. Furthermore, the implementation of Double Materiality is not only fundamental for standardizing these results and facilitating comparisons between companies, but also as a tool for understanding the current situation in terms of the company's own sustainability and to establish action plans that promote real changes.

3.2.4.Analysis of the value chain

In order to accurately identify the IROs related to Almirall's operations, a value chain analysis was carried out as a first step. This analysis involves mapping the company's main activities, distinguishing between internal and external activities, the locations in which we operate and our main business relationships. The ultimate goal is to validate the extent to which IROs affect the different stages of the value chain, as shown below:

In addition, the assessment of business relationships assumes a critical role, as they often influence the sustainability and ethical implications of a company's operations. Through the analysis of these connections, Almirall can identify potential Risks and Opportunities associated with suppliers, partners and other external entities involved in its value chain.

This analysis serves both to identify areas where sustainability practices can be improved and to identify vulnerabilities where the company's operations could be negatively affected by external factors. In addition, this comprehensive scrutiny helps the company to enforce sustainability standards across its network, ensuring that all business relationships are aligned with the company's sustainability objectives and regulatory requirements.

3.2.5.Stakeholder identification

In the 2023 Double Materiality exercise, a wide range of documentation was collected and analyzed to thoroughly assess and identify key sustainability challenges. This involved the use of supplier questionnaires to measure external business impacts, consultations with investors to understand their perspectives on sustainability priorities, and surveys of Almirall employees to gather internal views and know-how. In addition, internal documentation from partners and other relevant stakeholders was reviewed to ensure a holistic understanding of the environmental, social and governance (ESG) factors influencing the organization. This methodical approach facilitated a sound analysis, aligning the company's sustainability efforts with the expectations and requirements of all key stakeholders.

In the event of discrepancy, the Spanish language version prevails.

This Double Materiality exercise carried out in 2024 also involves the systematic identification and assessment of Impacts, Risks and Opportunities, which are essential to understanding both the effects of the external environment on the organization and the impact of the organization on the environment and society. To carry out this exercise effectively, key stakeholders are classified into two main groups:

  • Internal stakeholders: they are primarily responsible for identifying and assessing risks and opportunities that directly affect the internal operations and strategic direction of the company. This includes investors, executives, employees and internal departments whose day-to-day operations and decision-making processes are critical to the company's sustainability initiatives.
  • External stakeholders: This group is responsible for identifying and assessing the positive and negative impacts that the company's activities may have externally on society and the environment. This includes suppliers, customers, local communities, regulators and non-governmental organizations, among others, whose input helps shape the company's external sustainability practices and policies.

The following chart illustrates the interconnections between internal stakeholders, external stakeholders and indirect subsidiaries. It also provides detailed information on which stakeholder groups fall into each of these three categories:

Initially, the entire value chain has been mapped to identify how Almirall's operations affect different geographies and stakeholders (internal and external). This comprehensive assessment covers all related activities and business relationships to ensure a comprehensive coverage and understanding of potential impacts at each stage. Subsequently, all identified IROs are mapped to these value chain elements.

3.2.6.Identification of IROs

The identification of IROs has been carried out at the level of Topic, Sub-Topic and Sub-Sub-Topic to ensure that all sustainability issues specified by the CSRD are covered. In this way, a total of 255 have been identified and mapped within the value chain to identify those activities most likely to be affected by them.

No entity-specific IROs have been identified beyond the Topics established by the ESRS. The number of IROs identified by Topic is shown below.

Topic Identified IROs
E1 – Climate Change 33
E2 – Pollution 14
E3 – Water and marine resources 12
E4 - Biodiversity and ecosystems 21
E5 – Circular economy 23
S1 - Own workforce 32
S2 – Workers in the value chain 41
S3 - Affected communities 17
S4 - Consumers and end-users 32
G1 - Business conduct 29
TOTAL 255

In identifying the IROs, special attention has been paid to understanding their interconnections. The process involves an analytical examination of how specific impacts within business operations or external environments are linked to potential risks and opportunities.

In this process Almirall has employed a systematic approach to identify, assess, prioritize and monitor potential and actual impacts on people and the environment. In this way, environmental and social governance standards are met, and their impact on these critical areas is managed proactively.

3.2.7.Assessment methodology

Once a complete list of all IROs has been compiled, an assessment of the impact materiality and financial materiality of each IRO is carried out. The methodology has been developed to streamline, as far as possible, a process that is qualitative in nature, as set out in the CSRD.

To ensure that the assessment is consistent with Almirall's previously established frameworks, some specific criteria of the risk assessment system already in place in the company have been incorporated into the methodology.

As a result, the assessment of IROs is integrated into the overall risk management process and is used to assess the overall risk profile and risk management processes. Given the relevance of this assessment to the company's strategy and vision, the framework set out in the assessment methodology is also integrated into the overall management process.

Impact materiality

Impact materiality is determined as the combination of severity and probability of occurrence. Severity is determined as the combination of scale (magnitude of impact) and scope and, in the case of negative impacts, the extent to which these could be remediated is also included in the assessment. The probability of occurrence is based on a combination of probability and time horizon.

All impact materiality factors are applied identically for all identified Positive and Negative Impacts, except for the scale factor. For Positive Impacts, the Scale assesses the impact of IROs on the magnitude of the Environmental and Social sphere. In the case of Negative Impacts, the Scale includes an additional assessment of their impact on Human Rights (HR). In both cases, the highest value of the two or three assessed quantities is taken. In addition, for each Impact, a binary assessment (YES or NO) is made on its influence along the different stages of the value chain (defined in section 3.2.4).

In the event of discrepancy, the Spanish language version prevails.

Financial materiality

Financial materiality is determined as the combination of probability of occurrence and severity. The probability of occurrence is assessed in the same way as for impact materiality. Severity, on the other hand, is determined as the assessment of different magnitudes of complementary scale. These magnitudes have been determined on the basis of Almirall's risk management model and are as follows: Strategic, Operational, Compliance and Reporting.

All financial materiality factors are applied identically for all identified Risks and Opportunities, except for the severity factor. In the case of Opportunities, severity is assessed in the Strategic, Compliance and Reporting magnitudes. For Risks, severity includes an additional assessment of the Operational magnitude. In both cases, the highest rating from among the three or four assessed variables is taken.

In addition, for each Risk and Opportunity, a first binary assessment (YES or NO) is made on its impact along the different stages of the value chain (defined in section 3.2.4). On the other hand, a second qualitative binary assessment (YES or NO) is carried out on the effect of the Risks and Opportunities on different financial magnitudes for Almirall. Based on the CSRD and Almirall's risk management, the following 6 financial magnitudes have been determined: Operational development of the company, financial performance, financial position, cash flow, access to capital and cost of capital.

3.2.8.Assessment of IROs

During the process of assessing IROs, the representativeness of all stakeholders (defined in section 3.2.5) is ensured and the logic behind each of the factors assessed is assured. The assessment is organized by topics and their relevant stakeholder groups to ensure more efficient assessment meetings.

Each stakeholder group preliminarily assesses a specific set of IROs. These preliminary assessments are presented in a focus group meeting, where participants share, discuss and justify their assessments to agree on a consensus score for the factors of each IRO assigned to their group.

To facilitate the assessment process and unify the reasoning behind the scoring of the different factors of the IROs, a set of assessment criteria has been created in the form of headings. These headings set out the scoring ranges for each factor to be assessed and provide detailed descriptions for each range, minimizing subjectivity.

In general terms, the assessment ranges are on a scale of 1 to 10, in line with Almirall's risk management model. These ranges apply to all factors except the time horizon. For the time horizon, a distinction is made between short (up to 1 year), medium (1 to 5 years) and long term (more than 5 years), to which a weighting factor is assigned (100%, 90% and 80%, respectively). In the case of the evaluations on the value chain and on the different financial magnitudes, the general rule is not followed either, using binary evaluations (YES or NO) equivalent to ones and zeros.

3.2.9.Assessment of double materiality

Once the individual score has been assigned to each IRO, an aggregate score is calculated for each Sub-topic on impact and financial materiality. The process requires a systematic approach to ensure that each Sub-topic receives an accurate score, reflecting its relevance in terms of impact and financial materiality, and a series of specific steps are followed to ensure consistency and accuracy in the assessment.

As mentioned above, each of the 255 identified IROs is assigned to one of the Sub-topics defined by the CSRD. This relationship enables the scores of the IROs for each Sub-topic to be aggregated, thus obtaining a score for impact materiality and financial materiality, as shown in the diagram below:

In the event of discrepancy, the Spanish language version prevails.

This process is based on averaging the scores of all Positive Impacts, Negative Impacts, Opportunities and Risks per Sub-topic, resulting in four individual scores for each Sub-topic. The highest score between the averages of Positive Impacts and Negative Impacts is selected as the final impact materiality score for each Sub-topic. Similarly, the highest score is selected from the averages of Opportunities and Risks as the final financial materiality score for each Sub-topic.

3.2.10. Results

When the final results are obtained, they are examined from various perspectives to ensure a holistic view of Double Materiality. This analysis allows conclusions to be drawn that are more in line with Almirall's reality.

First, a comparison is made between the Double Materiality results of the previous period and those of the current year. The addition of material Sub-topics compared to the previous financial year is based on the acquisition of more clarifying evidence and a more in-depth identification and assessment of the IROs. Improvements in the details, democratization of the assessment process and streamlining of the qualitative assessments are key improvements compared to the 2023 financial year.

Secondly, the material sub-topics are analyzed from a more holistic perspective. The various stages of the assessment process consider the current and anticipated effects of material IROs on the business model, value chain, strategy and decision-making. This approach allows for a multi-dimensional assessment and understanding of how the company has responded or plans to respond to these effects. As a result, the depth of the Double Materiality analysis performed makes it possible to measure the resilience of the strategy and business model in terms of the ability to address material Impacts and Risks and to capitalize on material Opportunities.

SUB-TOPIC MATERIALITY
Climate Change Adaptation Impact
and
financial
materiality
Climate Change Mitigation Impact
and
financial
materiality
Energy Impact
and
financial
materiality
Air Pollution Impact Materiality
Water Pollution Impact
and
financial
materiality
Pollution of Soil Financial Materiality
Contamination of Living Organisms and Food Resources Non Material
Substances of concern Non Material
Substances of very high concern Non Material
Microplastics Non Material
Water Impact
and
financial
materiality
Marine Resources Non Material
Direct Impact Drivers of Biodiversity Loss Non Material

The Double Materiality assessment for each of the sub-topics is detailed below:

SUB-TOPIC MATERIALITY
Impacts on State of Species Non Material
Impacts on the Extent and Condition of Ecosystems Impact Materiality
Impacts and Dependencies on Ecosystem Services Non Material
Resources inflows, including resource use Financial Materiality
Resource outflows related to products and services Impact Materiality
Waste Impact Materiality
Working conditions Impact
and
financial
materiality
Equal Treatment and Opportunities for All Impact
and
financial
materiality
Other work-related rights Impact
and
financial
materiality
Working conditions Financial Materiality
Equal Treatment and Opportunities for All Non Material
Other work-related rights Non Material
Communities' Economic, Social and Cultural Rights Non Material
Communities' Civil and Political Rights Non Material
Rights of Indigenous Peoples Non Material
Information-Related Impacts on Consumers or End-Users Impact
and
financial
materiality
Personal Safety of Consumers or End-Users Impact
and
financial
materiality
Social Inclusion of Consumers or End-Users Impact
and
financial
materiality
Corporate Culture Impact
and
financial
materiality
Whistleblower Protection Impact
and
financial
materiality
Animal welfare Financial Materiality
Political Engagement and Lobbying Activities Non Material
Management
of
Relationships
with
Suppliers
including
Payment
Practices
Non Material
SUB-TOPIC MATERIALITY
Corruption and Bribery Impact
and
materiality
financial

3.2.11. Previous year's results

It is worth noting that in the previous financial year, the Double analysis was carried out on an aggregated basis, that is, at the level of topics, and not at the higher level of granularity applied this year, i.e., the sub-topic level. Sector-specific issues were also included. Therefore, this year we have carried out a mapping between the topics analyzed by Almirall and those officially established by the ESRS, e.g., Pharmacovigilance, which has been assigned to the sub-topic of Personal Safety of Consumers or End-Users.

As for the results of the previous year's Double Materiality analysis, all of the identified material issues remain relevant this year. The main difference is the incorporation of new material topics, thanks to the increased granularity of the analysis. These new topics include issues related to pollution, water, biodiversity, circular economy, workers in the value chain, social inclusion of end-users, whistleblower protection and animal welfare.

4. Environment

4.1.Environmental management

Almirall is committed to sustainable development, efficient management of natural resources and pollution prevention. Achieving its goals is as important as the way in which it does so. Its commitment to society includes an environmental policy that guarantees the responsible use of resources, working towards a more sustainable planet.

4.1.1.Occupational Health, Safety and Environment Policy

Almirall has an Occupational Health, Safety and Environment Policy approved in October 2024, which establishes occupational risk prevention and environmental protection, including energy performance, as priority and strategic objectives. The basic principles are:

  • The effective management of the occupational health, safety and well-being of workers, as well as environmental protection, including the prevention of pollution, promoting its integration into Almirall's daily work processes.
  • The elimination of hazards and reduction of risks to occupational health and safety.
  • The efficient and sustainable management of resources, use of renewable energies, and strategies for mitigating and adapting to climate change, through programs to reduce greenhouse gas emissions in line with the climate goal of 1.5%.
  • Support for the procurement of energy efficiency products and services that impact energy performance, as well as design activities to improve energy performance.
  • The promotion of actions for water protection and management, the circular economy and the protection of nature.
  • To provide the organization with environmental, occupational health and safety management systems, as well as strive to continuously improve its performance, complying with the applicable legal requirements and with other requirements to which Almirall voluntarily subscribes.
  • Establishing a wellness plan that holistically addresses the physical and mental well-being of people who work in the organization. Almirall is committed to providing safe working conditions and promoting healthy lifestyles and habits both at home and at work.
  • Integrating occupational health, safety and environmental protection into the different levels, processes and standards of the organization. All workers, and any relevant third parties, must receive information and training commensurate with their position and/or duties.
  • Consultation and involvement of workers and their representatives on issues deemed relevant or required.
  • Ensuring that the necessary information on Health, Safety and Environment (HSE) is available through specific manuals and/or standard operating procedures, which shall be maintained and periodically

In the event of discrepancy, the Spanish language version prevails.

updated as necessary. Almirall must allocate the appropriate resources to support the effective implementation and continuous improvement of the HSE system and plan the use thereof appropriately.

  • Establishing regular programs and actions to achieve the objectives in accordance with the applicable regulations, with Almirall's sustainability strategy, and with the risks and opportunities identified in terms of occupational risk prevention and environmental protection.

Respect for the environment is an objective of the company as a whole, and therefore responsibility for its achievement is shared by all Almirall's employees, regardless of their level or role. Efforts in this area extend throughout the Group's value chain.

4.1.2.Almirall's integrated management system

From an organizational point of view, Almirall has an Environment Team, which reports to the Global Sustainability Executive Director, who, in turn, reports to the Chief People & Culture Officer. This team has three full-time staff members and is complemented in the different areas and work centers by the participation of other collaborators with specific functions assigned to environmental management on with part-time basis.

Almirall has an integrated occupational health and safety, environmental and energy management system. In 2022, Almirall successfully passed the TÜV Rheinland certification audit of the integrated management system, in accordance with international standards ISO 45001:2018, ISO 14001:2015 and ISO 50001:2018, at all its centers in Spain and Germany. In 2024, the second follow-up audit by TÜV Rheinland was conducted with a result of 6 minor non-conformities and 1 major non-conformity for the three standards. The major non-conformity relates to the effective review of actions resulting from the non-conformities.

Almirall has held ISO 14001 certification since 2004 and obtained the certification according to the most recent version of the standard (ISO 14001:2015) in 2018.

Likewise, in relation to energy management, after becoming, in 2013, one of the first pharmaceutical laboratories to obtain ISO 50001:2011 certification, in 2019 the system was adapted and certified in accordance with the new ISO 50001:2018 standard, revalidating the effectiveness of the system put in place.

The scope of the prevention and environmental management system, including energy performance, is as shown on the table below:

Country Type of center Center Activity ISO
45001
ISO
14001
ISO
50001
Offices
Spain
R&D Center
Chemical Plant
Chemical Plant
Pharmaceutical
Plant
Headquarters R&D activities, manufacture of active
ingredients, manufacture and marketing of
pharmaceutical specialties
X X X
Sales
network
Marketing of pharmaceutical specialties X - -
Sant Feliu R&D activities X X X
Sant Celoni Manufacture of active ingredients X X X
Sant Andreu Manufacture of active ingredients X X X
Sant Andreu Manufacture of pharmaceutical specialties X X X
Germany Pharmaceutical
Plant
Reinbek Manufacture of pharmaceutical specialties X X X

Table 14 Scope of the system for prevention and environmental management, including energy management

The scope of the data reported in sections 4.5 "Water" and 4.7 "Resource use and circular economy" includes the environmental information of Almirall's production centers, the R&D center in Sant Feliu and the headquarters in Barcelona, excluding the international commercial subsidiaries. The excluded scope corresponds to environmental aspects related to the activity in rented premises where Almirall has no

In the event of discrepancy, the Spanish language version prevails.

operational control over them and whose environmental impact is considered insignificant with respect to the rest of Almirall's activity.

In addition to the ISO certifications, Almirall's Barcelona headquarters has attained the Leadership in Energy and Environmental Design (LEED) certification for the Operation and Maintenance (O+M) of existing buildings in the Gold category. This certification values energy and water savings, the minimization of greenhouse gases, the use of environmentally friendly materials and resources, the environmental quality of the interior spaces, as well as the use of sustainable means of transportation by the occupants. In addition, a major project to eliminate greenhouse gas emissions associated with the site's energy sources and to improve energy efficiency, including the replacement of all of the building's natural gas appliances, has been underway since the beginning of 2023. Since March 2024, this headquarter's energy consumption has been exclusively electrical and comes from renewable sources, making it Almirall's first carbon neutral site. On the other hand, the canteen services in Almirall's centers in Spain have obtained certification as sustainable restaurants. The standards necessary to obtain this certificate include seven essential requirements: local purchasing and logistics with low environmental impact, nutritional control of food, waste recycling and revaluation, responsible consumption of resources, reduction of food waste, training and awareness of stakeholders and corporate social responsibility.

Almirall currently has a non-mandatory environmental risk insurance policy for its sites in Spain, with a cover of 10 million euros.

Almirall was not subject to any fines or sanctions for non-compliance with environmental regulations in 2024.

4.1.3.Due Diligence Processes and Procedures

Almirall has established, implemented and updated various due diligence processes and procedures to ensure that the prevention and environmental management system is always adequate and effective. In the following sections, we make reference to each of the environmental management issues. Furthermore, details of the Sustainable Procurement Program are set out in section 2.3 "Sustainable supply chain", and range from the assessment of the environmental impact of the supply of critical materials with the "High-Risk Materials" project, the establishment of policies and processes, as well as sustainability clauses in contracts with suppliers, supplier approval systems and audits.

Supplier engagement program

Reducing the carbon footprint in value chain emissions (upstream/downstream - Scope 3) is one of the priorities of the sustainable procurement program since its first calculation in 2022, which corresponds to October 2021- September 2022.

It is for this reason that Almirall launched the Net Zero project, which has evolved, with respect to Scope 3, into a Supplier Engagement Program with those suppliers that have a high impact on our carbon footprint. Its objectives are to:

  • Know the primary greenhouse gas emissions data of our suppliers in order to calculate their impact on our Scope 3 and be able to measure their progress.
  • Communicate our decarbonization ambition in scope 3 (28% reduction in the absolute value of tons of CO2 in 2030 compared to the base year 2019 and "net zero" in 2050) and get our suppliers to align with us on these objectives.
  • Train those suppliers with a lower level of maturity in greenhouse gas emissions management, for which specific materials have been developed and are available online.
  • Identify specific opportunities for improvement and positive impact on Almirall's footprint.

Since 2022 we have a new module on the platform of our audit provider that allows us to have more information on the level of maturity of our supplier base in the management of greenhouse gas emissions, where we capture part of the information necessary to adjust our carbon footprint and identify areas for improvement to move towards more optimal levels, prioritizing action plans and training actions with those suppliers that have a greater impact on our carbon footprint in order to reduce it to Almirall's targets for 2030 and 2050.

To be able to measure and monitor the development of the Supplier Engagement Program, the following Carbon Scorecard objective was set.

Name of the KPI Description of the KPI KPI target/year % reached in
2024
Suppliers with a valid Carbon % of greenhouse gas emissions from suppliers with a valid
Ecovadis carbon scorecard impacting our Scope 3,
2024: 55% 57%
Scorecard in ESG audits(*) Categories 1 & 2 carbon footprint 2025: 58%

2026: 60%

Table 15 KPIs Supplier Engagement Program 2024-2026

(*) The reference to "results" refers to supplier evaluations that are 2 years old or less

Similarly, during 2024, we had been working to define an optimal level of "Carbon Perfomance" (management and performance concerning greenhouse gas emissions). In this regard, the attainment of this optimum level is, in Almirall's opinion, linked to the following actions by the suppliers included in Scope 3, categories 1 and 2, with Almirall giving special priority to working with those suppliers that have a greater weight in this scope:

  • Reporting: acceptance of the supplier code of conduct, reporting of Scope 1 and 2 emissions data, and reporting of Scope 3 (upstream and downstream) emissions at an aggregated level.
  • Establishment of reduction targets in Scope 1, 2 and 3.
  • Verification of emissions calculation by a third party (auditor) and the setting of targets validated by SBTi.
  • Provision of emissions data at product level.

Energize

This year, Almirall has taken a significant step towards sustainability by becoming a sponsor of the Energize program. The aim of this program is to increase the adoption of renewable electricity in the pharmaceutical supply chain. Through this initiative, Almirall not only reaffirms its commitment to reducing its carbon footprint, but also supports its suppliers in the transition to more sustainable energy sources.

The Energize program offers Almirall's suppliers the opportunity to participate in a series of educational sessions on renewable energy and provides them with tools for procuring renewable electricity. The program also facilitates the creation of cohorts of renewable energy purchasers, enabling suppliers to join collective efforts to reduce their greenhouse gas emissions. The criteria for the inclusion of suppliers in the program follows the same criteria used in our online audit program, which are shown in point 2.3.3 "Levers and tools for sustainable supply chain management". Since joining the program, Almirall has worked closely with Schneider Electric (the company that designed the program) to ensure an effective implementation and active engagement of its suppliers. To date, numerous suppliers have registered in the program, and training sessions have been held for Almirall's category managers.

This effort is in addition to Almirall's other sustainability initiatives, such as the reduction of energy consumption and the procurement of green electricity with a guarantee of origin.

With this initiative, Almirall not only seeks to reduce its own carbon footprint, but also to lead by example and encourage sustainable practices throughout the pharmaceutical industry.

4.2.European Taxonomy

The European Commission adopted a comprehensive package of measures to help improve the flow of money to sustainable activities throughout the European Union. By enabling investments to be redirected towards more sustainable technologies and businesses, these measures will contribute to making Europe climate neutral by 2050. One of these measures is the Taxonomy Regulation, Regulation (EU) 2020/852, which was followed by two Delegated Regulations complementing the previous one. On the one hand, Delegated Regulation 2021/2139 of 4 June 2021, which established a list of economic activities that contribute substantially to the objectives of climate change mitigation and adaptation and do not cause significant damage to other environmental objectives. On the other hand, the Delegated Regulation of 6 July 2021 described the different key indicators to be reported by companies subject to the obligation to publish Non-Financial Statements in accordance with Articles 19 bis and 29 bis of Directive 2013/34. Thanks to these, a system of classification of sustainable economic activities was set up, where what is and what is not sustainable is defined on the basis of objective criteria. In this way, a common language is built for investors and companies that drives, on the one hand, investments towards more sustainable technologies and companies with a substantial positive impact on climate and the environment, and on the other hand, the fulfilment of the EU's climate goals, the Paris Agreement and the UN Sustainable Development Goals.

Ultimately, the Taxonomy establishes a set of harmonized criteria for determining whether an activity is sustainable, taking into account existing market practices and the initiatives and advice of a group of technical experts, thus laying the groundwork for the development of a set of standards and labels for sustainable financial products.

In the event of discrepancy, the Spanish language version prevails.

The European taxonomy established six environmental objectives to identify environmentally sustainable economic activities:

  • i. Climate change mitigation.
  • ii. Adaptation to climate change.
  • iii. Sustainable use and protection of water and marine resources.
  • iv. Transition to a circular economy.
  • v. Pollution prevention and control.
  • vi. Protection and restoration of biodiversity and ecosystems.

The Taxonomy establishes two criteria for analysis:

  • Eligible activities: an economic activity carried out by a company is eligible as long as it complies with the description of one of the activities listed in the annexes of Delegated Regulation 2021/2139 of 4 June 2021. Eligibility has a nature of potentiality, i.e., an eligible activity is one that could become green according to the European Taxonomy.
  • Aligned activities: the alignment of an activity indicates its substantial contribution to one or more of the environmental objectives defined by the European Commission. This concept is the result of compliance not only with the requirements in the activity definitions, but also with the technical criteria of substantial contribution (mitigation and adaptation), the principle of do no significant harm (DNSH) to the other objectives (water protection, circular economy, pollution prevention and biodiversity) and minimum social safeguards.

The Regulation also establishes that three economic indicators must be reported: the percentage that eligible or aligned activities represent of total net sales, CAPEX and OPEX.

As of 1 January 2025 (for the 2024 reference period), all activities eligible under the six environmental objectives, as well as the alignment of all activities, must be reported.

As of 1 January 2024 (for the reference period 2023) it was necessary to report all activities eligible under the six environmental objectives, but only the alignment of the first two, since the delegated acts for the remaining 4 were published in 2023.

For this reason, certain figures are not available for some years in the KPI tables for the different activities at the end of this section.

4.2.1.Adoption of the European Taxonomy

As a result of the analysis carried out by Almirall's Management with the different areas of responsibility of the Group, the following eligible activities have been identified:

Environmental objective Eligible activity
Climate change mitigation. 7.6. Installation, maintenance and repair of renewable energy
technologies
Pollution prevention and control. 1.1. Manufacture of active pharmaceutical ingredients (APIs)
or active substances
Pollution prevention and control. 1.2. Drug manufacturing

Table 16 Eligible activities at Almirall

  • Installation, maintenance and repair of renewable energy technologies: this activity mainly concerns the installation of photovoltaic panels at several of the Group's work centers, as described in large part in section 2 "Environmental management" of this report and in Note 29 to the Group's consolidated notes to the annual accounts. This activity only has OPEX and CAPEX KPIs, since the pharmaceutical sector is not identified as a critical sector in relation to greenhouse gas emissions.
  • Manufacture of active pharmaceutical ingredients (API) or active substances: this activity is directly linked to the Group's own core business. However, the chemical production carried out by the Group is mainly for internal use in the manufacture of pharmaceutical specialties, so the percentage of net sales is not significant. As mentioned in the following sections, the Group has two chemical plants, both located in Spain, in Sant Andreu de la Barca and Sant Celoni, both in the province of Barcelona.
  • Manufacture of drugs: this activity, like the previous one, is linked to the Group's core activity, since the largest percentage of net sales corresponds to the marketing of pharmaceutical specialties. The

In the event of discrepancy, the Spanish language version prevails.

Group has two pharmaceutical plants, one located in Spain (Sant Andreu de la Barca) and the other in Germany (Reinbek), but it should be noted that part of the products are manufactured by third parties.

For the rest of the environmental objectives, no eligible activities have been identified.

The analysis of the alignment of activities has been carried out considering the information provided by different Group departments, located in the different business areas. Following the process of identification of eligible activities, the following have been analyzed:

  • Technical criteria for substantial contribution
  • Doing no significant harm to other environmental objectives (DNSH).
  • Minimum social safeguards.

In accordance with the annexes of the Delegated Regulation, for each KPI linked to an eligible activity during the 2024 financial year, compliance with the requirements ("technical selection criteria") set out in these annexes for each activity has been analyzed. In this regard:

  • For activity "7.6. Installation, maintenance and repair of renewable energy technologies" was considered non-aligned as it could not adequately trace related supplier information and had a qualitative physical climate risk analysis available, but lacked the quantitative part. Nevertheless, for the purposes of future investments in this activity or in other activities that may arise in the future, the Group is working to identify those key aspects that will ensure that eligible activities can also be considered aligned.
  • For activities "1.1. Manufacture of active pharmaceutical ingredients (APIs) or active substances" and "1.2. Manufacture of medicinal products, the Group has also considered that they do not meet the technical criteria for alignment as these are very stringent, over and above the requirements of the ISO and GMP certifications held by the Group's production facilities.

The Minimum Social Safeguards are set out in Article 18 of the delegated Regulation 2020/852, which states:

    1. The minimum guarantees referred to in Article 3(c) shall be the procedures applied by an enterprise engaged in an economic activity to ensure compliance with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights, including the principles and rights set out in the eight core conventions mentioned in the International Labor Organization Declaration on Fundamental Principles and Rights at Work and the International Bill of Human Rights.
    1. When implementing the procedures referred to in paragraph 1 of this Article, companies shall comply with the principle of 'no significant harm' referred to in point 17 of Article 2 of Regulation (EU) 2019/2088."

In this respect, the requirements are grouped under four main thematic blocks: Human Rights, Corruption, Taxation and Fair Competition.

  • Human Rights: Almirall is firmly committed to protecting Human Rights and strives to ensure that the activities carried out within its area of influence do not violate Human Rights. To this end, it has various tools and mechanisms in place to comply with this commitment (for further details see sections 2.2.3 "Business conduct policies" and 5.2.17 "Human Rights Incidents and Complaints").
  • Corruption: Almirall is committed to a "zero tolerance" policy on bribery and corruption, rejecting any action that includes these practices as a means of obtaining its private interests (for further details see section 2.2.4 "Prevention and detection of corruption or bribery").
  • Taxation: Almirall is committed to complying with all tax requirements and applying best tax practices, always communicating its activities transparently and complying with its tax obligations in a responsible and efficient manner (for further details see section 2.4.3 "Tax contribution").
  • Fair competition: Almirall is committed to long-term success through fair competition, and without engaging in practices that affect the free market, as set out in its own Code of Ethics. For this reason, they promote ethical and respectful business management in accordance with competition laws, and must avoid any unfair practice that involves taking advantage of unfair advantages or that may affect free competition.

4.2.2.Calculation of KPIs

To facilitate the understanding of the figures reported in this report and their consistency with the Notes to the consolidated annual accounts, below is a breakdown of what is included in the denominator of each KPI, as well as the calculation of each of the %.

In the event of discrepancy, the Spanish language version prevails.

The following tables detail the composition of the OPEX and CAPEX denominators, which are common to the three eligible activities:

Thousands of euros Reference 2023 2024
(+) R&D activities Note 22 66,908 79,005
(+) Leases and fees Note 22 39,672 54,949
(+) Repairs and maintenance Note 22 23,225 22,002
(-) Royalties Note 22 -25,913 -39,755
Total taxonomic OPEX 103,892 116,201
Thousands of euros Reference 2023 2024
(+) Additions to intangible assets Note 9 211,886 99,778
(+) Additions to rights of use Note 10 10,353 8,173
(+) Additions to property, plant and equipment Note 11 33,499 29,835
Total CAPEX 255,738 137,786

Table 17 Taxonomic OpEx and Group CapEx

The net sales figure coincides directly with that of the consolidated profit and loss statement, but it is only used for the activities of "Manufacture of active pharmaceutical ingredients (API) or active substances" and "Manufacture of drugs".

The data for calculating the KPIs are extracted from the Group's accounting records, with the additional details that the analytical system makes possible, of separating the information by areas of responsibility, type of product or geographical area, among others. The information presented is prepared by applying consolidation criteria and under IFRS and therefore does not include transactions between the various legal entities that make up the Almirall Group. The % of eligibility for each of the activities is detailed below:

Installation, maintenance and repair of renewable
energy technologies
(Thousands of euros)
2023 2024
Turnover from the activity (a) 0 0
Turnover (b) 894,516 985,721
KPI Revenue (a) / (b) 0.00% 0.00%
CAPEX of the activity (c) 1,360 891
CAPEX (d) 255,738 137,786
KPI CAPEX (c) / (d) 0.53% 0.65%
OPEX of the activity (e) 31 6
Taxonomic OPEX (f) 103,892 116,201
KPI OPEX (e) / (f) 0.03% 0.01%

Table 18 KPIs for eligible activity 1

Manufacture of active pharmaceutical
ingredients (APIs) or active substances
(Thousands of euros)
2023 2024
Turnover from the activity (a) 6,686 10,266
Turnover (b) 894,516 985,721
KPI Revenue (a) / (b) 0.75% 1.04%
CAPEX of the activity (c) 4,832 2,502
CAPEX (d) 255,738 137,786
KPI CAPEX (c) / (d) 1.89% 1.82%
OPEX of the activity (e) 5,482 3,553
Taxonomic OPEX (f) 103,892 116,201
KPI OPEX (e) / (f) 5.28% 3.06%

Table 19 KPIs for eligible activity 2

Drug manufacturing
(Thousands of euros)
2023 2024
Turnover from the activity (a) 590,912 715,023
Turnover (b) 894,516 985,721
KPI Revenue (a) / (b) 66.06% 72.54%
CAPEX of the activity (c) 18,618 21,183
CAPEX (d) 255,738 137,786
KPI CAPEX (c) / (d) 7.28% 15.37%
OPEX of the activity (e) 13,411 14,590
Taxonomic OPEX (f) 103,892 116,201
KPI OPEX (e) / (f) 12.91% 12.56%

Table 20 KPIs for eligible activity 3

The standard tables required by the European Commission regulation can be found at 7.2 "Tables of indicators of economic activities that comply with EU taxonomy".

4.3.Climate Change

In terms of climate change risk management and strategy, Almirall is aligned with the TCFD (Task Force on Climate-related Financial Disclosures) guidelines. The sections below explain how this has been approached in each of its 4 areas: governance, strategy, risk management and metrics and targets.

4.3.1.Governance

Corporate governance plays a key role in Almirall's climate strategy, fulfilling responsibilities towards all stakeholders. Sustainability principles are formally integrated into the company's strategic objectives, reflecting a strong commitment that extends from Senior Management to the Board of Directors, which approves and validates the sustainability strategy, the key performance indicators (KPIs) and their annualized targets.

The responsibilities of corporate governance in the area of sustainability, including climate change management, are detailed in section 2.1 "Corporate Governance" of this report. In 2024, a new long-term incentive model for senior management, called the Performance Shares Plan (PSP), was set up, aligning its objectives with the corporate strategic objectives. This plan includes for the first time targets related to sustainability and consists of CO2 emission reduction targets. The weight of the objectives of these plans linked to climate change represents 7.5% of the total. For more details on incentives, including those of the Management Board, see section 3.1.4 "Sustainability and ESG goals; initiatives and projects".

4.3.2.Impact, Risk and Opportunity Management

Almirall integrates climate change risks and opportunities into its corporate risk management process. The company is committed to identifying, assessing and monitoring these risks and opportunities by means of an integrated, multidisciplinary process. For more details on the methodology used in the analysis of Double Materiality and the identification of Impacts, Risks and Opportunities, see section 3.2 "Double materiality assessment" of this report. In 2024, Almirall's Double Materiality analysis made it possible to identify and update the key climate impacts, risks and opportunities in its value chain, covering physical and transition risks both in its operations and along the value chain; detailed below.

The Governance Committee is responsible for the supervision and control of the risk management system, as well as for the control and monitoring of the implementation of action plans to mitigate the risks. The Executive Director Internal Audit reports the relevant risks of the company to the Audit Committee and the Board of Directors. The company's risk map is updated at least annually. The CEO and the members of the management committee are responsible for the execution and implementation of the annual risk map as well as the risk mitigation action plans.

Almirall has conducted a preliminary quantitative analysis of the most significant risks and opportunities of climate change, estimating the financial implications for the business. This analysis includes:

  • Transition risks associated with the shift to a low-carbon economy, including regulatory, technological and reputational risks.
  • Physical risks of climate change, which can be either severe events occurring in a short period of time (acute) or changes in long-term weather patterns (chronic).

In the event of discrepancy, the Spanish language version prevails.

The following time frames have also been determined:

  • Transition risks and opportunities: 2025-2030 (short to medium term) and 2040 (long term). These time horizons have been chosen because transition risks are more likely to impact the company's business in the short to medium term.
  • Physical risks: 2030 (medium term) and 2040 (long term). These longer time horizons have been chosen in order to consider climate-related inertia, maintaining a time frame that is relevant for Almirall for both existing assets and future investments.

Almirall is currently conducting a quantitative risk analysis that will make it possible to meet the deadlines set forth in the CSRD, using the scenario analysis methodology. For the physical scenarios, Almirall has considered the so-called Representative Concentration Trajectories (RCP) 4.5 and RCP 8.5 to explore physical risks such as floods, water shortages, extreme weather events or temperature increases. To measure transition risks, Almirall has considered adopting two scenarios; a scenario aligned with current global SPS commitments (between 2.7 and 3.3°C) and a low-carbon scenario, namely the SDS sustainable development scenario (1.5°C).

In 2024, Almirall's Double Materiality analysis made it possible to identify and update the key climate impacts, risks and opportunities in its value chain, covering physical and transition risks both in its operations and along the value chain. The most relevant risks, opportunities and impacts have been highlighted.

Transition risks

  • Regulatory risks: Almirall may be exposed to direct and indirect risks arising from the challenges of aligning with the EU's Net Zero carbon reduction targets and complying with increasingly stringent climate change regulations. These challenges could increase transitional costs, which include both operational and capital investments. To ensure compliance with regulatory standards, Almirall may need to restructure its current products.
  • Market and technological risks: Failure to adapt in time to market demands and more sustainable practices in response to climate change could result in a loss of market share, with a consequent decrease in revenues. This is because consumers are increasingly inclined towards sustainable products and services, and Almirall's failure to respond to competition in this area could negatively affect consumer perception.
  • Reputational risks: Non-compliance with environmental regulations, especially with regard to climate change, can severely damage the company's reputation in the short and medium term. Failure to comply with environmental regulations could result in a significant loss of business opportunities due to the damage to Almirall's reputation and image.

Transition opportunities

  • Regulatory opportunities: Optimization of energy use and increase in self-generated renewable energy at Almirall through the implementation of energy efficiency actions and the installation of photovoltaic plants. These initiatives not only reduce energy costs and dependence on the conventional electricity grid, but can also generate additional revenue from the sale of surplus energy. Adaptation to the new energy regulations offers the possibility of identifying innovative technological solutions, improving efficiency in production processes and R&D centers, and developing products with a lower carbon footprint, whilst complying with regulations on energy consumption and efficiency.
  • Market opportunities: Better positioning and differentiation of Almirall from its competitors thanks to the execution of effective strategies against climate change and the implementation of sustainable practices. This includes enhancing reputation and transparency through the effective communication of environmental practices and emissions savings, strengthening both the company's image and its competitive advantage in the market.
  • Reputational opportunities: Promoting dialogue on environmental, social and governance issues so as to raise stakeholder awareness of sustainable practices and strategies for addressing climate risks, taking the operational and regulatory complexity of the sector into consideration. This initiative may improve the perception of Almirall in terms of sustainability and strengthen the culture of environmental protection amongst its workforce.
  • Funding opportunities: Increased funding from ESG investors and enhancement of the brand's reputation, thanks to Almirall's strong performance in sustainability, climate change and certifications. This includes securing Next Gen EU funding to accelerate energy efficiency and industrial digitalization

In the event of discrepancy, the Spanish language version prevails.

projects, strengthening the company's competitiveness and its image amongst investors and shareholders.

Physical risks

  • Floods and droughts: Increased frequency and severity of river flooding, together with prolonged episodes of heavy rainfall, could cause disruptions to manufacturing and damage to Almirall's production facilities. Droughts can also lead to water and energy shortages, increasing the acquisition costs for water and raw materials. The localities of Barcelona and Sant Celoni in Spain are particularly vulnerable to these risks, with it being forecast for them to worsen in the long term.
  • Extreme weather events: Disruption to Almirall's infrastructure and operations due to extreme weather events such as cyclones, hurricanes and typhoons. These events could increase the costs of procuring material resources (active ingredients, packaging, machinery, etc.), raise overheads and cause damage to logistics centers, negatively impacting the efficiency of the company.

Physical opportunities

  • Adaptation and resilience: Strengthening Almirall's adaptation and resilience to climate change by identifying opportunities arising from changes in ecosystems. This includes reducing vulnerability through geographical diversification and reducing costs through crisis management systems, security protocols and contingency plans.
  • Insurance policies: Reduction of Almirall's exposure to large investments for climate change-related damages by working with insurers to develop customized policies that cover specific risks of extreme weather events and to mitigate significant increases in premiums.

Negative Impacts

  • Operational and regulatory constraints: The structure of Almirall's business model imposes restrictions that make it difficult for the company, its suppliers and third parties to adapt to climate change. These constraints include geographical barriers that complicate the relocation of activities and the integration of circular life cycles, with eco-design considerations constrained by the pharmaceutical sector's own regulations, which can limit the ability to implement adaptation strategies.
  • Generation of emissions and energy consumption: Almirall's operations, including research, development, production and transport processes, are highly energy intensive, generating Scope 1, 2 and 3 greenhouse gas (GHG) emissions. These emissions, derived both from the company's own activities and those carried out along its value chain, increase the company's carbon footprint and aggravate the impacts on climate change.

Positive impacts

  • Climate adaptation and decarbonization: Almirall encourages the installation of photovoltaic plants at its production centers and is decarbonizing its fleet of vehicles, infrastructure and machinery, replacing fossil fuels with renewable energy sources to reduce its carbon footprint.
  • Energy efficiency and renewable energy: Almirall is improving energy efficiency and increasing the use of renewable sources in its operations, reducing greenhouse gas emissions and supporting the transition to a more sustainable economy.

Climate resilience analysis

Almirall plans to conduct an analysis of its climate resilience once the analysis of the financial impact of its risks has been completed. It should be noted that the main physical risks identified are associated with interruptions to the supply of products or raw materials. This risk is identified in the risk mitigation plan for strategic products which, among other actions, contemplates having a dual source of supply for all products identified as critical.

4.3.3.Transition plan to mitigate the impact of climate change

Almirall's transition plan includes past, present and future actions to ensure that its strategy, business model and financial planning are compatible with the transition to a sustainable economy, the global warming limit of 1.5°C and achieving climate neutrality by 2050.

With regards to the information that the European Sustainability Reporting Standards (ESRS) require about the transition plan to mitigate the impact of climate change, it should be pointed out that:

  • Almirall has approved and validated science-based targets with the Science-Based Target Initiative aligned with the Paris Agreement and is committed to achieving net zero emissions by 2050, as

In the event of discrepancy, the Spanish language version prevails.

explained in section 4.3.5 "Actions and resources in relation to climate change policies and Targets related to climate change mitigation and adaptation" of this report.

  • Almirall's main strategic lines of action to carry out the transition are described in section 3.1.4 "Sustainability and ESG goals", while the actions taken in 2024 can be found in section 4.3.5.
  • Almirall's climate strategy is integrated into the company's financial planning in the short and medium term. Almirall prepares and maintains an annual budget for the current year and a five-year forecast of its operating expenses (opex) and investments (capex). Operating expenses in 2024 include the purchase of electricity from renewable sources, the sustainable purchasing program, which has incorporated an evaluation of suppliers' performance with respect to their management of GHG emissions, the Energize program for suppliers, the flexible compensation plan that encourages the use of public transport, and the grant to purchase hybrid or electric vehicles for all Almirall workers in Spain. The investments made in 2024 related to climate change mitigation correspond mainly to energy efficiency projects and the extension of photovoltaic panel installations at the Sant Andreu de la Barca and Reinbek centers. Thus, according to the European taxonomy, the activity of "Installation, maintenance and repair of renewable energy technologies" has been identified as eligible for the company. For more details, see section 4.2.1 "Adoption of the European Taxonomy".
  • No locked-in GHG emissions have been identified in the company's assets that would prevent it from achieving its 2030 GHG emission reduction targets and reaching net zero emissions by 2050.
  • Almirall's business is not excluded from the "EU climate transition benchmarks" and the "EU benchmarks harmonized with the Paris Agreement" in accordance with Article 12 of Commission Delegated Regulation (EU) 2020/1818.
  • The emission reduction targets, as well as the initiatives that make up the Climate Transition Plan, have been approved by the Management Board, validated by the Audit Committee and subsequently approved by the Board of Directors (see section 2.1 "Corporate Governance").
  • The progress of the Transition Plan is monitored at a high level with the indicators defined in the Sustainability Dashboard (see section 3.1.4), and the breakdown of the evolution of greenhouse gas emissions (for more details see section 4.3.7 "Scope 1, 2 and 3 emissions").

4.3.4.Policies related to climate change mitigation and adaptation

Almirall has various policies in place to address the impacts, risks and opportunities related to climate change mitigation and adaptation. The company's Sustainability Policy and the Corporate Health, Safety and Environment Policy establish the basic principles and commitments of the company with regards to the pursuit of sustainable development and the prevention of and adaptation to climate change. This is achieved through programs to reduce greenhouse gas emissions, aligned with the 1.5°C climate threshold, efficient and sustainable resource management, the use of renewable energy and support for the procurement of energyefficient products and services that impact energy efficiency, as well as programs to support design activities that consider improving energy efficiency, amongst others.

The company's programs are in line with its science-based net zero emissions strategy, the United Nations 2030 Sustainable Development Goals (SDGs) of Affordable and Clean Energy (SDG 7) and Climate Action (SDG 13) and the Climate Goals of the Paris Agreement.

These policies apply to all of Almirall's operations, including all of its legal entities and all workers involved in the relevant activity or site. They cover all of the Group's activities and locations, promoting practices that contribute to environmental sustainability along the entire value chain.

The Corporate Sustainability Committee, which reports directly to the Management Board, is responsible for ensuring the integration of these policies in all of the Group's areas. In turn, the CEO must approve the various initiatives and the Global Sustainability Executive Director is responsible for overseeing sustainability issues in coordination with the other departments.

The policies were developed taking into account the interests of staff, customers and local communities, ensuring an active participation and transparent communication on environmental and sustainability issues. The policies are available on the company's intranet, ensuring that stakeholders have access to information on how the company is addressing climate change challenges.

This approach to policies reflects Almirall's ongoing commitment to environmental sustainability practices and highlights the company's proactive measures to addressing climate change through a comprehensive and effective policy.

In the event of discrepancy, the Spanish language version prevails.

4.3.5.Actions and resources in relation to climate change policies and Targets related to climate change mitigation and adaptation

Following a GHG emissions reduction in the 2014-2021 period of 39% for Scope 1 and 2 emissions, in 2022 Almirall's Board of Directors approved ambitious GHG emissions reduction targets aligned with the Paris Agreement commitments, which were validated by the Science Based Target initiative (SBTI) in June 2023. The validated short- and long-term science-based targets (SBTs) aligned with a 1.5°C scenario are as follows:

Short-Term Target: 2030

Almirall is committed to:

  • The absolute reduction of 50% of Scope 1 and 2 GHG emissions with respect to the base year 2019.
  • Maintain the annual purchase of 100% renewable electricity.
  • The absolute reduction of 28% of scope 3 GHG emissions compared to 2019.

For the short-term targets with a time horizon of 2030, an intermediate target has been set to 2025, as indicated in the approved Sustainability Dashboard for the environment. To achieve the targets, a road map and the main strategic lines to be followed have been defined.

Long-term goals: 2050

Almirall is committed to reducing its absolute scope 1,2 and 3 GHG emissions by 90% by 2050 compared to the base year 2019.

Zero net emissions target

Almirall is committed to achieving net zero emissions across the value chain by 2050. Almirall is not currently considering the use of carbon credits to meet the short-term target, reserving this option only for achieving net zero emissions.

In addition to these objectives, an intermediate target has been set for 2025, as indicated in the approved Sustainability Dashboard.

In order to achieve the objectives, Almirall has developed a program known internally as Net Zero within the 2030 Act4Impact-Planet strategy, which develops and implements the roadmap of actions necessary to attain the objectives.

In summary, the decarbonization targets and levers are shown below, as well as their estimated quantitative contribution broken down by Scope 1-2 and 3, aligned to our science-based targets. It also includes the capex associated with the projects envisaged for attaining the projects. The amounts of capex associated with climate change mitigation actions are not material to the Group's capex and so for this reason also cannot be reconciled with the Group's Consolidated Financial Statements.

Target reduction goals 2019
(Base year)
2025 2030 2050
Scope 1 and 2 GHG emissions (t CO2e) 6,864.6 5,354.4 3,432.3 686.5
Scope 1 and 2 GHG emission reduction ratio (%) 0 ⩾ 12% ⩾ 50% ⩾ 90%
Climate change mitigation actions 2019-2021 2023-2025 2026-2028 2029-2030
Energy efficiency and consumption reduction (tCO2e) 423.3 347.1 0 0
Fuel substitution (t CO2e) 0 0 218.1 0
Electrification in installations (t CO2e) 0 1,545.6 857.7 0
Hybridization/Electrification of vehicle fleet (t CO2e) 0 0 470.2 509.4
Installed solar photovoltaic power (kWp) at the end of the period 712.8 3,796 3,850 3,850
Percentage of renewable electricity consumed 100% 100% 100% 100%
CAPEX (€ thousand) Not
calculated
10,308 2,526 Not defined

Table 21 Scope 1 and 2 emission reduction targets and actions

For the 2019-21 period the reduction associated with energy efficiency and consumption reduction has been calculated with the actual values of effective reduction, as well as the annual self-generated power from

In the event of discrepancy, the Spanish language version prevails.

photovoltaic panels. Years 2022 and 2023 year have been excluded from this period as it is not representative at the energy level due to the temporary stoppage of production at the Sant Celoni chemical plant.

Emission reductions associated with energy efficiency, fuel substitution and electrification projects in downstream installations are based on the estimated reduction of the projects.

Emission reductions from the vehicle fleet have been estimated based on the policy projection, which estimates a 24% reduction in 2027 and a 50% reduction in 2030. This initiative has no CAPEX associated with it, only OPEX.

The incremental financial CAPEX could not be calculated because of the complexity entailed, but corresponds to the total investment cost.

Target reduction goals 2019
(Base year)
2025
2030
2050
Scope 3 GHG emissions (t CO2e) 162,839.7 149,812.5 117,244.6 16,284.0
Scope 3 GHG emission reduction ratio (%) - ⩾ 8% ⩾ 28% ⩾ 90%

Table 22 Scope 3 emission reduction targets

Climate change mitigation actions 2019-2025 2026-2030
Emissions from goods and services Cat.1 (t CO2e) 20,942 24,653
Emissions from transport and distribution Cat.4 (t CO2e) 350 1,638
Replacing air shipments with sea shipments (t CO2e) 250 0
Bi-fuel use in road transport (t CO2e) 150 0
Emissions from business travel Cat.6 (t CO2e) 0 6,298
Emissions from employee commuting Cat.7 (t CO2e) 0 788

Table 23 Scope 3 emission reduction actions

The reduction of emissions from goods and services associated with the 2019-25 period has been calculated as the actual difference between emissions in 2024 vs 2019 and, for the 2026-30 period, as the difference between 2024 up to the target reduction of 2030, as it has not been possible to quantify the impact of the Supplier Engagement Program through concrete actions.

For category 4 transport and distribution, reductions have been calculated in specific actions and the 2026-30 forecast is accounted for as a reduction of the internal target by 2030.

For categories 6 and 7, Business Travel and Employee Commuting respectively, no reduction actions have been accounted for in the 2019-25 period, and therefore the internal reduction target by 2030 is accounted for as a 2026-30 reduction.

Below is a summary of the main initiatives implemented in 2024 associated with the actions:

Scope 1 and 2 emissions

In relation to Scope 1 and 2 emissions, they are divided into those related to energy and those related to the vehicle fleet. The energy-related initiatives include the following:

  • Expansion of the photovoltaic facility at the Sant Andreu pharmaceutical plant (Phase II) with a capacity of 893.5 kWp in addition to the existing one.
  • Expansion of the photovoltaic facility for the offices of the Barcelona Headquarters with a capacity of 16.7 kWp in addition to the existing one.
  • Installation of photovoltaic panels at the Reinbek pharmaceutical plant with a total output of 434 kWp.
  • Update of the roadmap towards a 50% reduction in natural gas consumption by 2030 at Almirall sites. This roadmap includes natural gas phase-out projects based on the electrification of heat generation, as well as their associated cost.
  • The Barcelona Headquarters office site has become the first Almirall site to achieve the goal of eliminating the use of natural gas in its facilities. This has been made possible by the energy transition to 100% renewable electricity sources, which has also improved energy efficiency.
  • A project to upgrade the air-conditioning and hot water system, modifying the primary water circuits and replacing the hot and cold water production equipment, has been completed, and since May 2023 the

In the event of discrepancy, the Spanish language version prevails.

building's kitchen operates with electrical, and specifically Variocooking, equipment. As a result, as of March 2024, the building has been operating without natural gas.

  • Furthermore, from 2024, Almirall has committed to neutralizing residual emissions, making this the company's first carbon neutral building.
  • Installation of Almirall's first electric boiler at the Sant Feliu R&D site to provide domestic hot water.
  • Ongoing procurement of 100% renewable electricity.

On the other hand, initiatives related to the vehicle fleet are as follows:

  • Approval in April 2024 of the vehicle fleet policy for the commercial network and benefit vehicles in Italy, where vehicle emissions are limited to 35 g CO2/km.
  • In 2024, the corporate SOP (Standard Operating Procedure) for sustainable mobility was approved, setting out the criteria and recommendations related to sustainability to be included in the areas of fleet management, business travel, commuting and event organization. In particular, for fleet management, the aim is to reduce emissions by 24% by 2027 and by more than 50% by 2030.
  • Start of the implementation of hybrid and electric car fleet policies in Spain and Italy. By the end of 2024, 17% of the commercial vehicle fleet in Spain was hybrid and 73% of company cars were hybrid or electric.

Scope 3 emissions

For Scope 3 emissions, the initiatives are divided into those related to the purchase of goods and services, upstream transport and distribution, on the one hand, and those related to employee commuting on the other. The first include the following:

  • Almirall is integrating Scope 3 GHG emissions reduction targets within the sustainable procurement program by means of the Supplier Engagement Program, through collaboration with suppliers, in order to be able to perform a more accurate GHG emissions calculation and to have primary data whenever possible, as well as to collaborate with suppliers to establish emissions reduction targets aligned with Almirall's reduction targets, as explained in greater detail in section 4.1.3 "Due Diligence Processes and Procedures". The program includes monitoring the level of maturity in suppliers' GHG emissions management (see section 4.3.7 "Scope 1, 2 and 3 emissions"), meetings with suppliers to share the Group's objectives and expectations, as well as training requirements and material on various platforms available to suppliers.

In relation to the transport of goods managed by Almirall, the following stand out:

  • Substitution of air shipments by sea transport for long-distance shipments. This has required grouping consignments and adjusting safety stocks in some cases.
  • Approval of an internal procedure that encourages the reduction of air shipments of product compared to other means of transport with lower emissions.
  • Contracting sea transport with strategic suppliers that use biofuel (insetting).
  • Extending supplier approval with the option of using land transport with biofuel (insetting).

On the other hand, in relation to employee commuting, the following stand out:

  • Incentives for a more sustainable mobility of Almirall's workforce remain in place.
    • o The flexible compensation scheme that includes the purchase of public transport tickets.
    • o Subsidies for the purchase of hybrid and electric vehicles.
    • o Installation of electric chargers in car parks.
  • Creation of parking areas for bicycles and electric scooters.
  • In addition, all Almirall centers currently have charging stations for electric vehicles, thus promoting their use.

4.3.6.Energy

Energy efficiency has been a pillar of the company's environmental strategy. In 2013, Almirall was already a pioneer in the chemical-pharmaceutical industry for implementing and certifying its energy management system in accordance with the international standard ISO 50001:2011 and, in 2019, adapting to the revision of the

In the event of discrepancy, the Spanish language version prevails.

ISO50001:2018 standard. Almirall has developed a "2012-2030 efficiency plan" that aims to reduce energy consumption by 35% in 2030 compared to 2011.

Almirall's energy efficiency model is based on the iterative search for projects and new technologies, applied progressively according to the needs of each site.

In this way, the company has implemented innovative technologies such as magnetic levitation and highcompression water mist humidification. These technologies make it possible to reduce energy consumption in compressors for refrigeration equipment and in traditional evaporative resistance and/or electrolysis systems, respectively. Since 2017, photovoltaic panels have been progressively installed at all of its sites for the selfgeneration of renewable electricity. After adopting a commitment to reduce its greenhouse gas emissions by 50% compared to the 2019 base year, Almirall has planned an energy transition until 2030 to massively electrify its facilities, partially or totally eliminating the use of natural gas.

Currently, Almirall's main sources of energy consumption are electricity (56%) and natural gas (44%). With regard to electricity consumption, 100% of the electricity consumed in the Spanish and German centers comes from renewable sources with Guarantee of Origin. Almirall is committed not only to purchasing green energy with a Guarantee of Origin, but also to purchasing renewable electricity through a long-term renewable energy purchase agreement (PPA) as of 2023 and onsite solar self-generation.

The company installed solar panels at its Sant Celoni and Sant Andreu de la Barca centers in 2017 and 2019, respectively. In 2022, two new photovoltaic plants were commissioned, one at the company's headquarters and the other at the R&D center in Sant Feliu de Llobregat. In 2023, the capacity of the photovoltaic plants in Sant Celoni and Sant Andreu de la Barca (Phase I) was increased and, in 2024, the photovoltaic plant in Sant Andreu de la Barca (Phase II) was expanded again and photovoltaic panels were installed in Reinbek. With these installations, Almirall reduced the company's grid dependence by 2,807 MWh in 2024, that being 11% of Almirall's total electricity consumption.

Furthermore, in 2025, the company plans to expand the existing photovoltaic plant of Sant Andreu de la Barca (Phase III).

The reduction in energy consumption compared to 2011 is 27%. However, the aggregate energy consumption in 2024 increased by 3% compared to 2023 due to the fact that the Sant Celoni chemical plant was operating all year round, unlike in 2023. To a lesser extent, the Sant Andreu pharmaceutical plant also contributed to the increase in consumption, increasing its production by 14% compared to the previous year. The rest of the sites continue to reduce their energy consumption through energy efficiency and decarbonization measures.

Energy consumption and energy mix 2022 2023 2024
(1) Fuel consumption from natural gas (MWh) 20,579 19,413 20,282
(2) Fuel consumption from diesel oil (MWh) 30 36 27
(3) Fuel consumption from LPG (MWh) 23 33 19
(4) Total fossil fuel consumption (MWh) (sum of 1-3) 20,632 19,482 20,328
Share of fossil sources in total energy consumption (%) 44% 43% 44%
(5) Consumption of electricity acquired from renewable sources (MWh) 24,494 23,416 23,123
(6) Self-produced renewable electricity consumption (MWh) 1,721 2,049 2,807
(7) Total renewable energy consumption (MWh) (sum of 5-6) 26,215 25,465 25,930
Share of renewable sources in total energy consumption (%) 56% 57% 56%
Total energy consumption (MWh) (sum 4 and 7) 46,847 44,947 46,258

Table 24 Energy consumption and energy mix for the 2022-2024 period

Natural gas is expressed in energy terms according to HCV (Higher Calorific Value). LPG and diesel consumption are obtained from invoices in units of liters and kg respectively, which are expressed in energy terms according to HCV. The conversion factors used are from the "Guia de càlcul d'emissions de gasos amb efecte d'hivernacle (GEH)" published annually by the OCCC (Oficina de Canvi Climàtic de Catalunya).

The energy intensity indicator is reported in accordance with ESRS E1 Climate Change for activities with a high impact on climate change. Almirall has the CNAE code 4646 - Wholesale trade of pharmaceutical products, which falls within the group "G: Wholesale and Retail Trade; Repair of Motor Vehicles and Motorcycle", considered as a sector with activities with high impact on climate change. Net income corresponds to the net turnover in the Group's consolidated income statement.

Energy intensity vs. net revenues 2022 2023 2024
Total energy consumed vs Net revenues (MWh/€M) 53.3 50.2 46.9

In the event of discrepancy, the Spanish language version prevails.

4.3.7.Scope 1, 2 and 3 emissions

The greenhouse gas (GHG) inventory was conducted following the Greenhouse Gas (GHG) Protocol guidelines for Scope 1 and 2 emissions, produced by the World Business Council for Sustainable Development (WBCSD) and the World Resources Institute (WRI).

The Scope 3 greenhouse gas inventory was conducted in accordance with the GHG protocol (GHG Protocol Scope 3 Emissions) of the World Business Council for Sustainable Development (WBCSD) and the World Resources Institute (WRI). The categories are calculated according to the "GHG Protocol Corporate Value Chain (Scope 3) Standard". This protocol categorizes Scope 3 emissions into 15 subcategories.

To enhance the transparency and credibility of the GHG emissions inventory and ensure a robust calculation methodology, the calculation of GHG emissions is verified annually by the certification body AENOR. GHG emissions for the year 2023 have been updated in this report following verification in April 2024.

Justification of exclusions from the GHG emissions calculation

The calculation of Almirall's greenhouse gas emissions includes all emissions generated by the Almirall Group. However, the Scope 1 and 2 emissions resulting from premises leased for the activity of Almirall's international subsidiaries are excluded due to the difficulty of obtaining quality data and because of their low representativeness in the total emissions, which is less than 1%. These emissions have been estimated based on the consumption of the Barcelona headquarters.

Scope 3 emissions from category 4 (upstream transport and distribution associated with the transport of raw material), whose emissions in category 1 have been calculated using the primary data in kg, have also been excluded from the calculation. The estimate of these emissions for 2019 and 2021 represents less than 1% of the Almirall Group's total carbon footprint.

Of the 15 scope 3 categories, it has been substantiated that the following categories do not need to be calculated:

  • Category 11, Use of sold products: It has been estimated that the impact of the use phase of Almirall's products is negligible because they do not represent an active source of emissions during their use and they have a very low average useful life.
  • Category 13. (Downstream) leased assets: This does not apply to the organization because Almirall has no downstream leased assets.
  • Category 14 Franchises: This does not apply to the organization because Almirall does not have franchises.
  • Category 15 Investments: Investments associated with buildings and machinery are included in category 2 and no other type of uncontemplated investment is made.
2019
(Base
year)
2022 2023 3 2024 Var.
2024 vs
2023
Scope 1: GHG emissions (t CO2eq)
Scope 1 Gross GHG emissions 6,864 7,449 6,154 5,742 -7%
Percentage of Scope 1 GHG emissions from regulated emissions trading schemes (%) 0% 0% 0% 0% N/A
Emissions from natural gas consumption 4,062 3,780 3,541 3,687 4%
Emissions due to fuel and/or energy consumption by the vehicle fleet 1,959 2,003 1,816 1,582 -13%
Other emission sources (leakage of refrigerant gases, process emissions or other small
emission sources)
843 1,666 797 473 -41%
Scope 2 GHG emissions (t CO2eq)
Gross location-based Scope 2 GHG emissions 6,305 4,543 4,868 3,752 -23%
Gross market-based Scope 2 GHG emissions 0 0 0 0 N/A

3 The GHG emissions for 2023 have been revised with respect to the values presented in the 2023 report to align with the GHG verification carried out in April 2024, subsequent to the publication of the 2023 report. The differences found are 2.6% for scope 1, 0.4% for market-based scope 2 and 0.1% for scope 3.

In the event of discrepancy, the Spanish language version prevails.

2023 3
2022
2024
2024 vs
(Base
2023
year)
Scope 3 significant GHG emissions (t CO2e)
Total gross indirect GHG emissions (Scope 3)
162,838
145,483
156,670
141,899
-9%
1
Purchased goods and services
146,940
132,743
141,310
124,321
-12%
2
Capital goods
826
1,370
1,740
2,041
17%
3
Fuel and energy-related activities (not included in Scope 1 or Scope 2)
2,294
2,290
2,067
2,047
-1%
4
Upstream transportation and distribution
1,988
1,753
1,640
2,003
22%
5
Waste generated in operations
1,711
1,140
794
963
21%
6
Business travel
6,298
3,681
6,109
7,429
22%
7
Employee commuting
788
715
1,187
1,259
6%
8
Upstream leased assets
109
63
46
116
150%
9
Downstream transportation and distribution
113
152
139
142
2%
10
Processing of sold products
389
330
354
417
18%
11
Use of sold products
N/A
N/A
N/A
N/A
N/A
12
End-of-life treatment of sold products
1,382
1,246
1,284
1,161
-10%
13
Downstream leased assets
N/A
N/A
N/A
N/A
N/A
14
Franchises
N/A
N/A
N/A
N/A
N/A
15
Investments
N/A
N/A
N/A
N/A
N/A
Total GHG emissions (location-based) (t CO2e)
176,007
157,473
167,692
151,393
-10%
Total (market-based) GHG emissions (t CO2e)
169,702
152,930
162,824
147,641
-9%
GHG emissions (t CO2e)/Net revenue (€M)4
198
177
182
150
-18%
2019 Var.

Table 25 Retrospective GHG emissions 2019-2024

The origin of the emission factors used for the calculation of Scope 1 and 2 emissions is as follows:

  • Gas Natural - Spain: "Guia de càlcul d'emissions de gasos amb efecte hivernacle (GEH)" updated annually in May/June by the OCCC (Oficina de Canvi Climàtic de Catalunya).
  • Location-based Electricity - Spain: "Informe de Garantías y Etiquetado de la Electricidad" updated annually in April/May by the CNMC (Comisión Nacional del Mercado y la Competencia).
  • Location-based Natural Gas and Electricity - Germany: "Entwicklung der spezifischen Kohlendioxid-Emissionen des deutschen Strommix in den Jahren", updated annually in May/June by OFMA (Oficina Federal del Medio Ambiente) Germany.
  • Global Warming Potential of refrigerant gases: Intergovernmental Panel on Climate Change (IPCC) sixth Assessment report (2021)
  • Vehicle fleet emission factors provided by leasing companies.

The origin of the emission factors used for the calculation of Scope 3 emissions is as follows:

  • Bilan CarboneTM from the French Agency for Environment and Energy Management (ADEME) for calculations based on expenditure (€) in Category 1 and 2 of purchased goods and services and capital goods and category 8 of leased assets. Annually updated report.
  • Emission factors specific to suppliers or their products obtained from the supplier engagement program.
  • "Greenhouse gas reporting: conversion factors", published by the UK Government's Department for Energy Security and Net Zero for calculations based on a category 1 weight basis, for category 4 transport and distribution, category 6 business travel and category 7 employee mobility, and to a lesser extent for other categories.
  • Ecoinvent and an internal study conducted by Cyclus Vitae Solutions, for calculations based on weight (kg) Category 1 of goods and services purchased.
  • CEDA factors from Vitalmetrics Group for category 6 business travel for calculations based on expenditure.
  • "Study on actual GHG data for diesel, petrol, kerosene and natural gas" of July 2015, published by Directorate General for Energy of the European Commission (DG ENER) for category 3 Fuel and energy related activities:
  • "Guia de càlcul d'emissions de gasos amb efecte hivernacle (GEH)" published by the OCCC (Oficina de Canviàtic Climàtic de Catalunya) for category 5 Waste generated in operations, and to a lesser extent for other categories.
  • Own factors calculated from the Life Cycle Assessment of biological products for category 1 and the Life Cycle Assessment of Almirall's product packaging carried out with COMPASS for category 12.

4 Net income corresponds to the net turnover in the Group's consolidated income statement

In the event of discrepancy, the Spanish language version prevails.

Evolution of compliance with Scope 1, 2 and 3 emission targets

2019
2024
2025
2030
(Base
year)
Annual
percentage/base
year
Indicators Milestones and target years
Gross market-based Scope 1 and 2 GHG emissions (t
CO2e)
6,865 5,741 ⩾ 12% ⩾ 50% 16%
Total gross indirect GHG emissions
(Scope 3) (t CO2e)
162.84 141,898 ⩾ 8% ⩾ 28% 13%

Table 26 GHG reduction milestones and target years for the 2019-2030 period

The previous tables show the evolution of GHG emissions for scope 1, 2 and 3 for the period 2019-2024. The base year for the emissions reduction targets is 2019, defined following the Science-based Target Initiative recommendations, selecting the most recent year with verifiable and representative data of a typical GHG emissions profile for the company. GHG emissions for 2019 are calculated on a calendar year basis (from 1 January to 31 December). Beginning in 2022, it is calculated from the last quarter of the previous year to the end of the third quarter of the reported year, i.e., the 2024 data covers 1 October 2023 to 30 September 2024. It is done in this way since, due to the complexity of the calculation, it is not feasible to perform it in sufficient time for the date of submission of this report. The 2023 emissions were verified in April 2024.

With regards to the market-based Scope 1 and 2 emissions reduction target, in 2024 Almirall reduced emissions by 16% compared to the base year thanks to the reduction of natural gas consumption, which was mainly due to energy efficiency actions as well as the reduction of refrigerant gas leaks and their associated impact, through better management and the progressive change of refrigeration equipment. The reduction in vehicle fleet emissions as a result of the circumstantial reduction of the fleet in the USA also contributed. It should be noted that a recovery is expected in the coming years, but from 2025 onwards the reduction indicated in the sustainable mobility policy will start to have an impact. The policy's roadmap considers a first period from 2024 to 2027 by the end of which a 24% reduction of emissions is expected and a second period from 2028 to 2030 by the end of which a 50% reduction of total emissions is expected. The reduction in 2024 was higher than the set target of 10%, due to a higher-than-projected reduction of refrigerant gases and the effect of the vehicle fleet reduction.

For Scope 3 emissions, it should be noted that the calculation method for each category is specific to the availability of data. Most of the categories use a hybrid method of calculation, where priority is given in this order: first, data supplied by suppliers is taken into account. If these are not available, the calculation of emissions is made based on primary data, and if this is not possible, the calculation is made based on economic expenditure with supplier data, and lastly, external databases will be used.

Scope 3 emissions have been reduced by 13% compared to the base year 2019. Part of this reduction is attributed to the improvement in the quality of emissions data which is a priority in the coming years in order to be able to assess the real progress of emissions in this category, and which will be reassessed with a recalculation of the base year prior to 2030.

The increase in emissions from category 6 "Business travel" for the 2022-2023 period is noteworthy due to the use of this service becoming normalized after the pandemic years and the increase in business volume, reaching levels above those of the reference base year. GHG emissions for category 7 "Employee commuting" have also increased with respect to the 2019-2023 period as a result of the emissions calculation improvement process, carried out based on the mobility survey conducted in 2023.

4.3.8.GHG removal and mitigation projects financed through carbon credits

Almirall is committed to achieving net zero emissions by 2050, aligning with the Net Zero Corporate Standard of the Science-Based Targets Initiative (SBTi). As part of this strategy, the company will develop a Beyond Value Chain Mitigation (BVCM) program from 2026, with the aim of channeling finance into the carbon credit market.

In the short term (2024-2025), and until the BVCM plan has been drawn up in 2026, Almirall will carry out the following actions for this period:

  • Neutralization of the residual emissions of the Headquarters (Barcelona) on an annual basis to ensure the neutrality of this site from 2024 onwards. After the elimination of natural gas consumption in its daily operations in 2024, residual GHG emissions may be generated as a result of leaks of refrigerant gases or fire extinguishing gases, and to a lesser extent from maintenance such as boiler back up.

In the event of discrepancy, the Spanish language version prevails.

  • Neutralization of GHG emissions from Almirall sites associated with the R&D and production process that are not related to fuel consumption.
  • Neutralization of some internal Almirall events.

The credits used for the aforementioned actions come from projects certified under the Gold Standard and Verified Carbon Standard (VCS), two of the most rigorous and globally recognized certification systems in the field of carbon offsetting. These standards ensure that carbon credits come from projects that not only contribute to climate change mitigation, but also promote additional benefits, such as biodiversity conservation and the social welfare of local communities. Furthermore, projects certified under these standards are subject to a periodic independent verification to guarantee the authenticity and effectiveness of the emission reductions, thus ensuring that the actions taken have a positive and measurable impact on the environment. This high-quality approach is in line with our strategic commitment to protecting nature and contributing responsibly to the care of the planet.

Carbon credits cancelled in reporting year 2023 2024
Total (t CO2e) 11 172
Proportion of removal projects (%) 100% 100%
Proportion of reduction projects (%) 0% 0%
Gold Standard 100% 0%
Verified Carbon Standard (VCS) 0% 100%
Proportion of projects within the EU (%) 0% 0%

Table 27 Summary of carbon credits

Carbon credits expected to be cancelled in the Quantity
future 2025
Total (t CO2e) 250

The carbon credits cancelled in 2023 were associated with a reforestation project in Kikonda (Uganda). The Kikonda reforestation project is replanting trees to reverse the degradation of this area, to enhance biodiversity conservation and to improve the economic situation of the surrounding villages with a product plan for domestic timber markets.

Impact on climate change and biodiversity:

  • Biodiversity conservation.
  • Reforestation projects remove CO2 naturally.
  • Carbon removal projects in general are unique in that they can help reduce and even reverse climate change.

Social and economic impact:

  • Responsible production and consumption of timber trees.
  • Improvement of the general economic situation of surrounding villages.

The carbon credits cancelled in 2024 are associated with a reforestation project in Tanzania, designed to promote climate change mitigation and adaptation through the reforestation of degraded lands, as well as to contribute to alternative livelihoods for people in Tanzania.

Impact on climate change and biodiversity:

  • Reforestation of degraded grasslands converting wasteland into biodiversity-rich forests.
  • Combat climate change by capturing CO2.

In the event of discrepancy, the Spanish language version prevails.

  • Protection against deforestation through sustainable forest management.
  • Biodiversity enhancement through soil preservation, water supply conservation, land management and flora enrichment.
  • Distribution of seeds produced by regional commercial tree nurseries run by local people.

Social and economic impact:

  • Facilitate the socio-economic development of local communities through carbon revenues, employment, training and various forms of infrastructure.
  • Construct school buildings and provide training on forest management practices.
  • Provide training on entrepreneurship for women and equal employment opportunities within the project.

4.3.9.Internal carbon pricing

Almirall's business is not energy intensive, and so its operations are not regulated by emissions trading schemes such as ETS, Cap & Trade or Carbon Tax. However, in the context of its net zero emissions strategy and its ambition to limit global warming to 1.5°C, the implementation of internal carbon pricing is being considered. We are assessing how these mechanisms can best be integrated into our sustainability strategy. While current regulation does not require us to adopt these instruments, we recognize their value in incentivizing the reduction of emissions and aligning with our long-term climate goals.

By 2025, a detailed study is planned on the implementation of an internal carbon pricing mechanism to reduce indirect Scope 3 emissions, specifically in the business travel category.

4.4.Pollution

4.4.1.Impact, Risk and Opportunity Management

The prevention of water, air and soil pollution is crucial to Almirall's environmental systems. The release of toxic pollutants and industrial waste degrades natural environments and affects the quality of water, air and soil, putting human health and biodiversity at risk. Almirall addresses these challenges through sustainable and effective strategies to prevent, mitigate and offset pollution at all its sites.

The Environment department, which is part of the Sustainability area coordinated by the Global Sustainability Executive Director, is responsible for identifying pollution-related risk indicators. The most relevant risks and impacts have been identified within the framework of the 2024 Double Materiality analysis.

Risks

  • Regulatory risks: Possible legal action and financial penalties for potential non-compliance with environmental regulations related to pollution of air and soil and the discharge of wastewater in excess of the legal limits. These infringements could lead to substantial additional costs and damage Almirall's reputation.

Negative Impacts

  • Air pollution: Originating from the emissions of polluting gases during research, development and production activities, as well as from the transport and distribution of people and resources in Almirall's operations, and even through the purchase of goods and services.

Positive impacts

  • Mitigation of air pollution: Reduction of Volatile Organic Compound (VOC) and other particulate air emissions through the installation of advanced technology at Almirall's industrial sites.
  • Mitigation of water pollution: Almirall and its partners (including Contract Development & Manufacturing Organizations) promote measures to prevent and reduce water pollution in its industrial operations, including the implementation of wastewater treatment systems, the adoption of cleaner technologies and the promotion of sustainable water management practices. These actions preserve water quality, protect aquatic life and ensure access to clean water for nearby communities.

4.4.2.Policies related to pollution

As mentioned in the 4.3.4 "Policies related to climate change mitigation and adaptation", Almirall has a Sustainability Policy and a Corporate Policy on Safety, Occupational Health and the Environment. Both are in

In the event of discrepancy, the Spanish language version prevails.

turn applied in their entirety to issues related to pollution prevention, as well as to reducing the environmental impact of operations along their value chain.

These policies demonstrate the company's commitment to promoting practices that contribute to specifically addressing pollution. In turn, the practices are integrated into Almirall's daily work processes, ensuring proactive measures to prevent, reduce or remedy carbon emissions that affect and pollute the environment, taking into account any form of activity involving atmospheric pollution; including water, air, soil, noise and light pollution.

4.4.3.Actions, targets and resources related to pollution

Air pollution

At Almirall, the most significant impact on atmospheric pollution is the emission of volatile organic compounds (VOCs) from its chemical plants during the manufacture of the different active pharmaceutical ingredients, and to a lesser extent from its Sant Andreu pharmaceutical plant.

In December 2022, the BREF WGC Directive - Common Waste Gas Management and Treatment Systems in the Chemical Sector -, was published, which aims to describe BAT (Best Available Techniques) or a combination of BAT to reduce diffuse and channeled air emissions and thus achieve better environmental protection.

In order for us to adapt to these regulations, with the effective date of said Directive being 12 December 2026, a study has been carried out at both chemical plants to determine the design values of the emissions to be treated as well as an evaluation of the best emission treatment technologies. The study also assesses the need to optimize the operation of the existing purification systems or to implement a new treatment technology that, in addition to purifying emissions, will contribute towards meeting the new environmental challenges and guarantee compliance with the regulations in force and those that will be applied in the near future.

The adaptation to the above-mentioned regulation in the 2024-26 period is key for the future of the chemical plants and will involve the use of the best available VOC mitigation technology and entail a significant investment for the company. This implementation incorporates the decarbonization strategy as the anticipated regenerative thermal oxidation systems will be electric instead of the usual natural gas systems.

As for the capital expenditure (capex) amounts associated with the actions to attain the air pollution targets, these are not considered material in relation to the Group's budgets. This information is consolidated into larger financial items, which, at the accounting level, makes it significantly more difficult to identify the individual items of each associated amount in the financial statements.

Year Coverage Action Description CAPEX (€
thousands)
2023 -
2024
Chemical
Plants
Characterization of the
emissions to be treated and
technological proposal aligned
with BATs.
Study to determine the design values of the emissions to be
treated, to carry out an assessment of the best emission
treatment technologies and to evaluate the need to optimize
the operation of existing treatment systems or to implement
a new technology.
85
2024 -
2025
Ranke
SCE
Installation of new regenerative
thermal oxidizer.
Purchase of a new electric regenerative thermal oxidizer
(RTO) and a Quench & Scrubber system with a maximum
capacity of 4,000 Nm3/h.
1,227
2024 Ranke
SAB
Segregation of emissions prior
to the regenerative thermal
oxidizer.
Segregation of process vents and treatment facility for
these emissions. It will consist of a Scrubber and two heat
exchangers in order to minimize emissions to the
atmosphere.
175
2025 Ranke
SAB
Characterization of emissions to
be treated by the RTO.
Characterization of the emissions to be treated after
segregation of part of the current emissions.
2025-
2026
Ranke
SAB
Installation of new regenerative
thermal oxidizer.
Purchase of a new electric regenerative thermal oxidizer
(RTO)
1,500

Meta: Adaptation of fine chemicals plants to the BREF WGC Directive - Common Waste Gas Management and Treatment Systems in the Chemical Sector.

Table 28 Actions to mitigate or prevent air pollution

Water pollution

Almirall's main actions regarding water pollution are aimed at preventing and minimizing pollution, ensuring a safe discharge and complying with the legally applicable requirements.

A highlight of recent years has been the installation of a wastewater treatment plant with UV-oxidation technology, which will be commissioned in 2024 at the pharmaceutical plant in Reinbek. This technology ensures the removal of active pharmaceutical ingredients (APIs) from water discharged into the public sewage system.

Also in 2024, an evaporator has been commissioned for the on-site treatment of segregated cleaning water from manufacturing at the Sant Andreu de la Barca pharmaceutical plant. This prevents pollution in wastewater discharge and minimizes the waste managed externally.

As for the capital expenditure (capex) amounts associated with the actions to attain the air pollution targets, these are not considered material in relation to the Group's budgets. This information is consolidated into larger financial items, which, at the accounting level, makes it significantly more difficult to identify the individual items of each associated amount in the financial statements.

These actions and others are summarized in the table below:

Year Coverage Action CAPEX (€
thousands)
2022-
2024
Reinbek Pharmaceutical
Plant
Installation of a UV-chemical oxidation wastewater
treatment plant.
1,133
2023-
2024
SAB Pharmaceutical Plant Installation of a wastewater evaporator 255
2025 Ranke SCE Automation of the wastewater treatment plant and
digitalization of meters for consumption control.
180
2025 Ranke SCE Relocate sewage treatment plant pumps to eliminate
confined space.
38

Meta: Reduce pollution in wastewater discharges and improve existing wastewater treatment facilities

Table 29 Actions to mitigate or prevent water pollution

Pollution of soil

Given the nature of Almirall's operations and those of the third parties in its value chain, the pollution of the soil has been identified in the 2024 Double Materiality Analysis as a potential risk only, and mainly in terms of potential legal action and financial penalties for non-compliance with current environmental regulations.

4.4.4.Air pollution

According to the disclosure requirements of the CSRD, this section should include emissions from installations in which the applicable threshold value in Annex II of Regulation 166/2006 on the European PRTR (European Pollutant Release and Transfer Register) is exceeded. Emissions into the atmosphere from Almirall's industrial facilities do not exceed the threshold values for the different pollutants specified in the aforementioned annex.

In relation to Almirall's activities subject to the IED (Industrial Emissions Directive 2010/75/EU of the European Parliament and of the Council):

Installations within the scope of the IED and BAT conclusions

  • Ranke Química Sant Celoni: IED Group 4.5, IDQA 6
  • Ranke Química Sant Andreu: IED Group 4.5, IDQA 933

No cases of non-compliance with the permit conditions (IEA: Integrated Environmental Authorization) have been recorded

Conclusions about Best Available Techniques (BATs) (BAT-associated emission levels (BAT-AELs) and BAT-associated environmental performance levels (NCAA-BAT))

  • Ranke Sant Celoni has a report with a detailed analysis of the best available techniques (BAT) that are applied or planned to be applied, as described in the Commission Implementing Decision (EU) 2022/2427 of 6 December 2022, establishing the best available techniques (BAT) conclusions for

In the event of discrepancy, the Spanish language version prevails.

common waste gas management and treatment systems in the chemical sector. This report was submitted to the competent authority in December 2023.

Compliance is justified for all applicable BATs, including the five BATs for diffuse fugitive and nonfugitive emissions of VOCs (BAT 19 to 23), based on the emission inventory (BAT 2), which are to be integrated into the environmental management system by 12 December 2026. Similarly, the compliance and monitoring of channeled emissions for the different pollutants (TSP, VOC, HCl, CO, NOx, PCDD/F) is planned for 2026 in accordance with the requirements of BAT 8. Monitoring and control is currently carried out in accordance with the provisions of the current permit (IEA).

  • Ranke Sant Andreu de la Barca has a statement that includes a detailed analysis of the best available techniques (BAT) applied or planned to be applied, as described in the Commission Implementing Decision (EU) 2022/2427 of 6 December 2022 establishing the BAT conclusions for common waste gas management and treatment systems in the chemical sector. This was submitted to the Competent Authority in June 2024, within the framework of the Early Review of the Integrated Environmental Authorization.

Compliance with all applicable Best Available Techniques is has been substantiated.

  • With regards to the BATs for diffuse emissions of VOCs (BAT 19 to 23) based on the emissions inventory (BAT 2), which are to be integrated into the environmental management system by 12 December 2026, and aware of the difficulty of preparing the solvent balance, intensive monitoring is currently underway to improve the results and so as to comply with BAT 21 (estimation of diffuse emissions of VOCs from the use of solvents).
  • The establishment currently performs all the controls and monitoring at the sources requested by the current Environmental Authorization and Ranke will comply with all the requirements indicated in BAT 8 before the entry into force of the new BREF WGC in December 2026.

4.4.5.Water pollution

With regards to wastewater discharges, reducing the flow and pollutant load of liquid discharges involves acting on the pollutants generated in the processes themselves and, for this reason, Almirall's operating centers have wastewater treatment facilities

The Sant Andreu de la Barca pharmaceutical plant and the Sant Feliu de Llobregat R&D center carry out primary treatment of their wastewater, while the Sant Andreu chemical plant carries out primary and secondary treatment, and the Sant Celoni plant, in addition to primary and secondary treatment, also carries out tertiary treatment. All Almirall's centers discharge into public sewage systems except for the Sant Celoni chemical plant, which discharges into a public watercourse (La Tordera river).

With regards to wastewater discharge, reducing the flow and pollutant load of liquid discharges entails acting on the pollutants generated in the processes themselves. Accordingly, Almirall's operating centers have wastewater treatment facilities, and the chemical plants in particular have physical-chemical and biological wastewater treatment plants. At all sites, the average of the parameters does not exceed 70% of the legal limit.

In relation to Almirall's activities subject to Directive 2010/75/EU, according to implementing decision (EU)2016/902 establishing best available techniques (BAT) conclusions for common water treatment and management systems:

  • Both the Sant Celoni and Sant Andreu de la Barca chemical plants comply with all the BATs applicable to them. They have diagrams of water use and sanitary and industrial wastewater flows. The wastewater generated is treated in their respective treatment plants and the different parameters are analyzed daily, in accordance with the established procedures, ensuring compliance with the limits set by the Environmental Authorization prior to discharge of the same.
  • In accordance with the management system implemented in the establishment, water consumption is minimized to what is essential and necessary for the process, and the pollutant load of the discharged wastewater is reduced by collecting the polluted water from the process and it being managed as waste by authorized waste managers. Separate stormwater and wastewater networks ensure that potentially polluted water is adequately treated before its final discharge.
  • Ranke Química Sant Celoni also has a report justifying its compliance, submitted to the Competent Authority in December 2021, as part of the application for Substantial Modification of the Environmental Authorization.

4.4.6.Pollution of soil

Given the nature of Almirall's operations and those of the third parties in its value chain, the pollution of the soil has been identified in the 2024 Double Materiality Analysis as a potential risk only, and mainly in terms of potential legal action and financial penalties for non-compliance with current environmental regulations.

At Almirall, the potential impact on the pollution of soil is attributed to the Chemical Plants. In 2015, the baseline soil study required by Spanish Law 5/2013 was carried out, which includes:

  • Identification of hazardous substances used at the site, both current and historical.
  • Description of the areas of concern in terms of potential impacts on the subsoil of the site.
  • Description of the history of the site.
  • Identification of the environmental setting of the site.
  • Investigation of the subsoil of the site due to historical and present activities carried out on the site.
  • Proposal for the establishment of an environmental monitoring and control network (soil and groundwater).

As regards soil quality, the analytical results of the samples indicated that the analyzed compounds were mostly below laboratory detection limits or reference levels. Likewise, in the groundwater samples no compounds were detected that were above the reference values considered.

In 2017, the technical reports were received with the conditions derived from the assessment of the base reports by the Competent Authority. A Monitoring and Control Program for soil quality was made compulsory at a frequency of 5 years.

The results of these controls to date have been satisfactory.

4.5.Water

4.5.1.Impact, Risk and Opportunity Management

Climate change has become a critical factor for global water resources. The increasing unpredictability of climate affects water availability and quality, and related disasters such as floods and storms have increased significantly in recent decades, exposing communities to greater risks. Almirall faces these challenges, as the increased frequency and severity of floods and heavy rains could disrupt manufacturing and damage its production facilities. Droughts can also cause water and energy shortages, raising the acquisition costs for water and supplies. Barcelona and Sant Celoni in Spain are particularly vulnerable to these risks, with a possible exacerbation in the long term.

As in the case of pollution, the Environment department, under the coordination of the Global Sustainability Executive Director, is responsible for identifying risks related to water resources in Almirall's own operations and those of its third parties. The most significant risks and impacts have been identified in the context of the 2024 Double Materiality analysis.

Risks

  • Regulatory risks: Operational constraints and increased costs from fines and penalties due to overabstraction of water and mismanagement in Almirall's value chain.

Opportunities

  • Regulatory opportunities: Improving regulatory compliance through the implementation of a Strategic Water Management Plan for 2024-2030. The plan aims to increase resilience to water scarcity and drought by addressing the integrated management of water from abstraction and use to treatment and discharge, with an emphasis on the analytical parameters of discharges.

Negative Impacts

  • Over-abstraction of water: Over-abstraction of water from surface sources, groundwater or rainfall, resulting from Almirall's operations and those of its suppliers at different levels of the value chain (including Contract Manufacturing Organizations), which contribute to the depletion of the Earth's natural freshwater reserves.

Positive Impacts

  • Sustainable water management: Promotion of sustainable water management by Almirall and its partners (including Contract Manufacturing Organizations), addressing responsible water consumption and abstraction. This includes the design of initiatives to increase water reuse mainly in industrial processes, as well as in research and development processes.

4.5.2.Policies related to water consumption

As mentioned in the 4.3.4 "Policies related to climate change mitigation and adaptation", Almirall has a Sustainability Policy and a Corporate Policy on Safety, Occupational Health and the Environment. Both apply in their entirety to issues related to the efficient management of water, and the use and supply thereof, in accordance with local water stress constraints.

Almirall's water policies focus on the efficient management of the resource and the proper control of wastewater discharges, ensuring responsible practices in its daily operations. These actions reflect the company's commitment to sustainability and to reducing the environmental impact of water use. However, these policies do not include specific provisions on the design of products and services aimed at efficient water consumption or the preservation of marine resources, as these areas have not been identified as material for Almirall.

4.5.3.Actions, targets and resources in relation to water consumption

Almirall's sustainability strategy Act4Impact 2024-2030 includes amongst its shorter-term priorities the efficient management of water as one of the essential resources for production and for society in general. 2024 has been critical, with the episode of drought that has been affecting all Almirall sites in Spain since 2020 worsening and entering an emergency phase at the beginning of the year. It should be noted that, since June 2024, it has returned to the level of alert.

The actions carried out during 2024 have been aimed at managing the drought status and setting targets for reducing water abstraction by 2030.

Actions carried out in 2024

Water Saving Plans

The Water Saving Plans (WSP) that affect industrial sites in Spain analyze the baseline consumption and quantify the water saving actions carried out in recent years in order to take them into consideration in periods of water consumption restrictions.

By submitting these plans, the Authority granted both sites a decrease in the mandatory percentages of water consumption reduction:

Situation Regulatory
percentage of
reduction
Authorized percentage of reduction
Sant Andreu de la
Barca Pharmaceutical
Plant
Sant Celoni
Chemical Plant
Normality and
pre-alert
0% - -
Alert 5% 5% 5%
Exceptionality 15% 11% 5%
Emergency 25% 18.4% 5%

Table 30 Water consumption saving plans

Water reuse projects

At the Sant Andreu pharmaceutical plant, since 2024, reject water from continuous sampling have been collected for reuse in the industrial water line. The installation of a second osmosis plant is also planned for 2025 so as to reuse the reject water from the industrial water treatment plant.

At the Sant Feliu R&D center, water reuse measures were implemented in 2023-24, such as the reuse of reject water from the purified water production plant for irrigation and fire-fighting. It has been estimated that these measures have generated savings of approximately 500 m3 per year.

In the event of discrepancy, the Spanish language version prevails.

Projects to reduce water consumption and improve water efficiency

At the pharmaceutical plant in Sant Andreu de la Barca, Ranke Sant Celoni, at the Headquarters and at the Sant Feliu R&D site, water-saving measures have been implemented for several years now, such as the installation of internal meters that are enabling a more efficient management of water consumption and the detection of anomalies.

Additionally, in 2023-2024:

  • At the Sant Feliu R&D site, some of the taps in some bathrooms have been replaced and measures to optimize cleaning processes are being studied.
  • At Ranke Sant Celoni, new meters have been installed and level and pumping systems have been optimized. On the other hand, it is planned to add new meters in 2025.
  • At the Sant Andreu de la Barca pharmaceutical plant, cleaning processes have been optimized and a meter digitalization project is planned.
  • Rinsing and filter-cleaning have been temporarily minimized at the headquarters.
  • At the Reinbek pharmaceutical plant, the cleaning processes of the purified water plant's filters and cooling processes have been optimized and the tank cleaning system has been changed to reduce water consumption.

Drought groups

In 2024, multidisciplinary working groups have been created in Spain's industrial and R&D centers with the aim of identifying and implementing new saving measures, improving the efficiency of processes associated with water consumption, increasing water recirculation, as well as awareness-raising actions.

2030 Reduction Target

Almirall's new sustainability strategy Act4Impact 2024-2030 will incorporate a target to reduce water consumption by an aggregate 25% across all Almirall sites by 2030 compared to baseline consumption. This target will be incorporated as a Planet KPI in the next revision of the Sustainability Dashboard, after validation by the Sustainability Committee and subsequent approval process.

The baseline consumption of this objective corresponds to the average consumption of the last three years in which the activity has been carried out normally and the hydrological situation has been normal, i.e., there has not been any type of restriction due to drought, and corresponds to the 2020-2022 period.

The projects related reducing the abstraction, increasing process efficiency as well as implementing water recirculation measures are detailed in the following table. It should be noted that the amounts associated with the actions to reduce water consumption are not material to the Group's total CAPEX and for this reason they cannot be reconciled with the Group's Consolidated Financial Statements.

Water abstraction reduction targets vs. baseline
consumption (2020-22)
2023 2024 Purpose
2030
Water reduction ratio (%) 14% 18% 25%
Water abstraction reduction actions 2022-23 2024 2025
Meters (m3
)
- -
Water abstraction (m3
)
7,358 500 8,000
Process optimization (m3
)
3,478 432 0
Equipment replacement (m3
)
0 0 0
Drought status restrictions (m3
)
4,000 - 5,000 0 0
CAPEX (€ thousand) 22 62 60

Table 31 Water abstraction reduction target and actions

4.5.4.Water consumption

At the production sites, industrial processes are designed to comply with Good Manufacturing Practices (GMP) and contribute to minimizing water consumption.

In the event of discrepancy, the Spanish language version prevails.

The water sources used are company water at all Almirall's sites, and well water is used at the Sant Andreu de la Barca pharmaceutical plant, Ranke Sant Celoni and the Sant Feliu R&D site.

According to the Water Risk Filter (WRF), WRI Aqueduct tool as well as the Catalan Water Agency (ACA, Agencia Catalana del Agua) database, all Almirall's sites in Spain are located in water risk areas.

The table below provides details of the water abstraction at Almirall according to the source of supply and based on the readings obtained directly from the meters installed in the wells and the readings from the water supply companies.

In 2024, water consumption decreased by 18% compared to baseline consumption. This reduction is due to both domestic and well water consumption. The facilities that have registered the greatest reduction are the pharmaceutical plants and the R&D center in Sant Feliu. These achievements consolidate the actions undertaken in recent years, as well as the restrictions implemented since the declaration of the exceptional drought status.

Abstraction
Baseline5
2022 2023 2024
Total water abstraction (m3
)
125,753 127,669 108,436 102,533
Company water (m3
)
63,983 58,639 56,270 49,522
Well water (m3
)
61,770 69,030 52,166 53,011
Total water abstraction in water
stressed areas (m3
)
108,641 114,188 93,895 91,078
Re-use ratio (%) 7 7 8 5
Total water abstraction (m3
)/ Net
revenue (€M)
151 148 121 104

Table 32 Water abstraction by source, water stress and % of reuse

Water reuse

Since 2020, several water reuse actions have been implemented at Almirall's centers. At the Sant Andreu pharmaceutical plant, the rejection from the osmosis treatment is reused in the production of purified water that is introduced into the industrial water production circuit. At Ranke Sant Celoni, the reject water from the ion exchange resins is recirculated to feed the fire-fighting system. An estimated 200 m3 of reject water was reused in 2024.

The new measures implemented in relation to the reuse of water have led to a saving of more than 90% in the consumption of well water at the Sant Feliu R&D Site. The monitoring projects carried out this year have made it possible to determine our consumption more accurately and the reuse ratio calculated for 2024 is lower than the value obtained in previous years as a result.

Water is stored at our sites in cisterns where a total of approximately 600 m3 of water is stored. Possible changes in the storage of these tanks are due to cleaning and/or maintenance.

CDP Water Security

In 2023, Almirall obtained a B rating in its first year of assessment (2023) for Water Security. In 2024, the CDP questionnaire on water cycle management was submitted, but the result has not yet been obtained as of the date of issuing this report.

4.6.Biodiversity and ecosystems

4.6.1.Impact, Risk and Opportunity Management

Almirall is committed to protecting biodiversity and ecosystems, but although this area is included in the 2024- 30 strategic sustainability plan, it is not a priority in the short term (2024-25) due to the nature of the Group's operations. Due to the fact that all its industrial and research sites are located in designated industrial areas, far from natural areas, it is not deemed necessary to consult the communities, as there is no direct impact on them. To date, no significant biodiversity-related risks or opportunities have been identified. Therefore, a resilience analysis of Almirall's biodiversity and ecosystems strategy and business model is not relevant to the company and will not be covered in this report.

5 The baseline consumption of this objective corresponds to the average consumption of the 2020-22 period, when the activity has been carried out normally and the hydrological situation has been normal, i.e. there has not been any type of restriction due to drought.

In the event of discrepancy, the Spanish language version prevails.

However, in the 2024 Double Materiality analysis, relevant impacts have been identified in Almirall's value chain. These are limited to impacts on the extent and condition of the ecosystems. The identified impact is as follows:

Positive Impacts

  • Reforestation: Restoration of green areas by means of reforestation activities carried out by Almirall and its partners (including R&D centers, Contract Development & Manufacturing Organizations) in areas affected by company activities that are at risk of desertification.

4.6.2.Policies related to biodiversity and ecosystems

As mentioned in section 4.3.4 "Policies related to climate change mitigation and adaptation", Almirall has a Corporate Sustainability Policy and an Occupational Health, Safety, and Environment Policy covering commitments related to the protection of nature.

Reflecting the importance that the company attaches to biodiversity and environmental sustainability in its organizational structure, these policies demonstrate the company's commitment to promoting specific practices for pollution prevention, water management, the circular economy, sustainable use of resources and protection of nature. Almirall also considers the social consequences of the company's activities throughout the value chain, acting with full awareness of the environment and social needs in each of the countries in which it operates.

Finally, the policy aims for these practices to be inclusive and to demonstrate diverse concerns and needs, affirming a comprehensive and strategic commitment to environmental sustainability.

4.6.3.Biodiversity actions, targets, resources and metrics

As explained in section 4.6.1, in accordance with Almirall's strategic plan, biodiversity-related targets will be set from 2026 onwards. This decision responds to the need to prioritize activities according to their relative importance and the availability of internal resources.

Although no specific targets have been set, in 2024, Almirall has carried out a project to build a green roof on one of the two headquarter buildings in Barcelona. This green roof, which covers an area of 908 square meters, provides a habitat for a variety of plant species, fostering a healthy and diverse urban ecosystem, helping to filter pollutants from the air and ultimately contributing to a cleaner and healthier environment for the local community. On the other hand, the green roof will help mitigate the urban heat island effect, creating a cooler and healthier microclimate. This investment has a cost €252,000.

4.6.4.Biodiversity

With regards to Almirall's activity and its possible impact on biodiversity, all the industrial and research centers are located in designated industrial areas, so they do not directly affect any endangered species. The only centers located near natural areas are the Sant Feliu R&D center (350 m from the Collserola Natural Park, which is included in the Barcelona Provincial Council's Natural Areas Network), and the Sant Celoni chemical plant (located approximately 300 m from the area included in the Serres de Montnegre-el Corredor Natural Areas Plan (PEIN), which is also included in the Natura 2000 Network). Almirall's activity does not adversely affect the biodiversity of the protected areas indicated.

In November 2021, an environmental impact study was carried out as a requirement for the renewal of the Environmental Authorization of the Sant Celoni chemical plant. The study concluded that there are no significant effects on biodiversity, protected areas or the Tordera river and its aquifers, even at maximum production capacity. In addition, since 2008, a water quality study of the Tordera river has been carried out annually, showing an increase in the richness of species and biotic indices.

In the event of an environmental emergency, Almirall has self-protection plans in place to minimize the negative impact on people and the environment at all of its sites.

4.7.Resource use and circular economy

4.7.1.Impact, Risk and Opportunity Management

Almirall manages resources responsibly, promoting circularity to ensure the sustainable use of limited resources throughout its value chain and the appropriate management of the waste generated in its operations. According to the 2024 Double Materiality analysis, experts from Almirall's different business areas have not identified any significant risks or negative impacts related to resource use and circular economy. Positive opportunities and impacts have been identified in this area.

Opportunities

  • Efficiency in the use of resources: Improvement in resource efficiency through the implementation of advanced technologies, such as virtual laboratory simulations, which make it possible to digitally replicate laboratory environments and reduce dependence on physical resources. This innovation not only reduces material procurement costs, but also optimizes waste management. Deployment of big data management platforms in the industrial area that optimize resource consumption by identifying inefficiencies, improving the speed of decision-making, and even automating the necessary actions.
  • Procurement of sustainable resources: The adoption of sustainable practices in the procurement of goods and services, including the purchase of reused, remanufactured and recycled materials, represents a significant opportunity for Almirall to reduce costs and advance its sustainability goals.

Positive Impacts

  • Eco-design: Promoting product circularity through the principles of eco-design by Almirall and its partners (including Contract Development & Manufacturing Organizations) during the product development phases in R&D and production, thus contributing to waste reduction and a lower extraction of raw materials.
  • Promotion of circularity: Promoting circular economy practices by Almirall, its suppliers and other actors in the value chain, with a particular focus on reducing waste sent to landfill. Waste reduction, reuse and recycling is promoted at all stages of the value chain, contributing to the conservation of resources and the reduction of environmental impact.
  • Packaging/Containers: Implementation of sustainable packaging, preferably made from recycled or biodegradable materials, in Almirall's operations and in its marketed products, thus reducing waste generation and promoting responsible resource management practices, contributing to the conservation of forests and the reduction of Almirall's carbon footprint.
  • Waste management: Adoption of measures for the proper management and disposal of hazardous waste, such as solvent or chemical waste in chemical plants, cleaning water and other by-products in pharmaceutical plants, laboratory waste in R&D and production operations throughout Almirall's value chain. These actions minimize risks to human health and the environment, protecting air and soil quality and preserving local biodiversity.

4.7.2.Policies related to resource use and circular economy

As mentioned in section 4.3.4 "Policies related to climate change mitigation and adaptation", Almirall has a Sustainability Policy and an Occupational Health, Safety and Environment Policy. Both encompass commitments and actions related to sustainability and efficient resource management, highlighting the importance of the transition towards a lesser use of virgin resources and an increased use of renewable resources, following the principles of the circular economy, with an inclusive and sustainable approach.

Reflecting the importance that the company attaches to this issue in its organizational structure, these policies demonstrate the company's commitment by promoting practices that contribute towards specifically addressing the circular economy, through the reuse, recycling and reduction of raw material consumption, taking product life cycle assessments with a focus on product design into account, among other things. In turn, the practices are integrated into Almirall's daily work processes, ensuring proactive measures, and demonstrating a comprehensive and strategic commitment to circular economy principles.

4.7.3.Actions, targets and resources related to resource use and circular economy

Almirall's corporate strategy integrates sustainability criteria into the design of its products, from the R&D phases to the end-of-life of the product, including its manufacture and distribution.

Almirall's 2024-30 strategic plan addresses the circular economy in two main areas:

  • Sustainable packaging: the main objectives are to reduce the impact of packaging by focusing on using more sustainable materials and avoiding unnecessary materials; product-specific projects to improve the sustainability of a specific product identified as having a low level of sustainability or capacity for improvement; examining the Digital Product Passport introduced by the ESPR (Ecodesign for Sustainable Products Regulation) in order to be prepared; and promoting the recyclability of products.
  • Zero waste to landfill: this has the priority of preventing waste from going to landfill, ensuring a safe waste management and promoting recyclability wherever possible.

In the event of discrepancy, the Spanish language version prevails.

Sustainable packaging actions implemented in 2024

Initiatives to improve the sustainability of packaging

As of 31 December 2024, more than 43 initiatives have been generated for evaluation, 6 of which were completed in 2024. These initiatives are ranked according to impact and difficulty of implementation in order to prioritize their implementation. The capex/opex of these actions was not material. We highlight the following:

  • Elimination of band/strip for inclusion of in-line material control code: the in-line material control code is incorporated into the label body, allowing the elimination of the band that currently carries it and the consequent reduction in the amount of material used. It affects 63 finished product references, and by 2024 it has been implemented in 48 references.
  • Change from plastic to paper labels for leaflets and booklets of products manufactured at the Sant Andreu de la Barca plant. In the process of technical validation for implementation in biological products (Ilumetri and Ebglyss) and respiratory products.
  • Change of tamper-evident label material from plastic to transparent paper: It concerns prescription products manufactured at Almirall's facilities. In the process of technical validation.
  • Replacement of plastic trays with cardboard trays for Ilumetri: implementation planned for the first quarter of 2025.

Use of cardboard certified by the Forest Stewardship Council (FSC)

The use of FSC-certified cardboard is being implemented progressively. Since 2021, all grouping crates at the Sant Andreu de la Barca and Reinbek production sites were FSC-certified.

Since 2022, the use of FSC cardboard is also being implemented in the packaging of medicinal and nonmedicinal products manufactured at Almirall sites. By the end of 2024, the company had implemented FSC in 155 references of a total of 264 product categories and countries where it is permitted to include the FSC symbol.

The 2025 target is to implement paper and the FSC symbol in 65 more references.

Beyond the units where it is feasible to include the symbol, the project seeks to also include FSC in those references that do not allow the inclusion of the FSC symbol, but do allow the use of FSC paper.

Elimination of package leaflets in cosmetic specialties and dietary supplements

Elimination of package leaflets for cosmetic products, dietary supplements and personal grooming that do not require patient information or when the information can be provided on the box and/or raw material itself.

Of 127 product references in the above-mentioned categories, the leaflet has been eliminated or omitted in 82 (65%).

By 2025, the target is to eliminate the leaflet in 15 more references.

Actions to improve the outflow of resources 2024

In 2023-24, improvement actions include the implementation of projects to treat production wastewater at the Sant Andreu de la Barca and Reinbek pharmaceutical plants, with the aim of minimizing the volume of wastewater managed as waste. In addition, in the specific case of Reinbek, APIs (Active Pharmaceutical Ingredients) are removed from the wastewater.

At the Sant Andreu pharmaceutical plant, the technology installed is an evaporator that will reduce the volume of externally segregated and managed cleaning water by 80%. This plant has been in operation since September 2024.

A water treatment plant with photo-Fenton chemical oxidation technology has been installed at the Reinbek pharmaceutical plant. After a trial period, its approval was certified by TÜV in November 2024.

Also, as part of the circular economy strategy, during the months of April to July 2024, Almirall donated more than 1,430 pieces of office and kitchen furniture from the Sant Just Desvern offices and the Sant Feliu de Llobregat R&D center, through the Banc de Recursos foundation and its "Pont Solidari" line of action. This initiative, which has benefited more than 30 social entities, including associations that support groups at risk of social exclusion, as well as people with disabilities and in vulnerable situations, promotes the circular economy by giving a second life to items that are in good condition and still useful.

4.7.4.Waste management

Almirall manages its waste responsibly, prioritizing minimization and the most sustainable and safe treatment for each type. In the tables below, waste is broken down into the following categories:

  • Hazardous/Non-hazardous (according to typology): Hazardous waste corresponds mainly to solvent waste at chemical plants, chemical waste and cleaning water at pharmaceutical plants, and laboratory waste at research and development centers. Almirall does not generate radioactive waste at its facilities. Non-hazardous waste consists basically of waste similar to urban waste and packaging waste from pharmaceutical plants.
  • Recoverable/non-recoverable (according to treatment): Recoverable waste is waste for which the management route is recycling, preparation for re-use or other recovery operations. Non-recoverable waste is waste that is destined for incineration, landfill or other disposal operations. The Group plans to report the breakdown of waste treatment from 2025 onwards.

The following tables show the evolution of waste for the 2022-2024 period for Almirall and the breakdown by countries. A significant 12% decrease in waste generated at Almirall was mainly due to the reduction of nonhazardous non-recoverable waste in Germany thanks to the new wastewater treatment plant which avoids the external management of cleaning water as waste.

Total Almirall Group Waste (t) 2022 2023 2024
Hazardous waste 1,608.9 1,262.3 1,950.7
Recoverable 1,259.6 924.9 1,635.1
Non-recoverable 349.3 337.4 315.6
Non-hazardous waste 3,239.2 3,303.1 2,339.0
Recoverable 553.4 637.8 701.9
Non-recoverable 2,685.8 2,665.3 1,637.1
Total waste 4,848.1 4,565.4 4,289.7
% Hazardous 33% 28% 45%
% Recoverable 37% 34% 54%

Table 33Total waste - Almirall Group

Waste in Spain (t) 2022 2023 2024
Hazardous waste 1,577.1 1,228.8 1,914.9
Recoverable 1,244.9 906.5 1,613.2
Non-recoverable 332.2 322.3 301.7
Non-hazardous waste 1,258.8 1,233.1 962.5
Recoverable 424.5 499.0 563.6
Non-recoverable 834.3 734.1 398.9
Total waste 2,835.9 2,461.9 2,877.4
% Hazardous 56% 50% 67%
% Recoverable 59% 57% 76%

Table 34 Total waste – Spain

Waste in Germany (t) 2022 2023 2024
Hazardous waste 31.8 33.5 35.8
Recoverable 14.7 18.4 21.9
Non-recoverable 17.1 15.1 13.9
Non-hazardous waste 1,980.4 2,070.0 1,376.5
Recoverable 128.9 138.8 138.3
Non-recoverable 1,851.5 1,931.2 1,238.2
Total waste 2,012.2 2,103.5 1,412.3
% Hazardous 2% 2% 3%
% Recoverable 7% 7% 11%

Table 35 Total waste - Germany

Management of users' medicine waste

In Spain, Almirall is a member of the Integrated Packaging Management and Collection System (SIGRE, Sistema Integrado de Gestión y Recogida de Envases), in order to comply with Spanish Royal Decree 1055/2022, which regulates the management of packaging and packaging waste in Spain. By including the SIGRE symbol on its packaging, Almirall guarantees that both the material of the containers and any leftover

In the event of discrepancy, the Spanish language version prevails.

medicine they may contain are managed in an environmentally responsible manner, recycling packaging material and managing any leftover medicines safely.

In Germany, Almirall adheres to the Duale System Deutschland (DSD) in order to comply with the Packaging Ordinance (VerpackV) issued by the Federal Ministry for the Environment.

The packaging materials of Almirall's products in Spain and Germany are shown below. The two together account for 37% of Almirall's total units sold. In both markets, the material with the highest percentage is paper/cardboard, corresponding mainly to cases, with 50% of the total in Spain and 32% in Germany. In all other geographical areas, the specific regulations of each country are complied with.

2024
38.7 36.8
399.0 433 431.0
39.5 37.6 38.9
87.0 101.7 89.9
250.1 263.1 266.6
816.1 874.1 863.2
40.5

Table 36 Packaging material in Spain

Packaging material in Germany (t) 2022 2023 2024
Glass 53.9 49.7 57.0
Paper/Cardboard 57.5 55.4 61.2
Aluminum 22.5 23.8 25.4
Plastic 39.7 37.2 37.6
Composite material 11.5 9.5 11.1
Total materials 185.1 175.6 192.3

Table 37 Packaging material in Germany

4.7.5.Consumption of starting materials

Almirall uses software to control the acquisition and consumption of raw materials in relation to a defined standard for each production process. Deviations from established standards are analyzed and corrective actions implemented to ensure efficiency in the production processes. The data presented are from direct measurements (kg consumed per material) obtained from the company's system (SAP), while in the case of capsules a conversion factor from units to kg has been used. Consumption for the 2022–2024 period for the different types of raw materials (in tons) is shown below:

Type of raw material (tn) 2022 2023 2024
Excipients 1,477 1,491 1,397
Chemical plant raw materials 865 693 1,182
Active substance 1,192 1,310 1,303
Starting and intermediate materials 60 38 76
Total 3,594 3,532 3,958

Table 38 Raw material consumption (tn)

5. Social

5.1.The Almirall Culture

At Almirall, corporate responsibility, integrity and transparency are key pillars in the way it operates. Almirall is committed to generating long-term sustainable value for staff, reinforcing this commitment through a strong compliance program. This program ensures compliance with the ethical standards of the pharmaceutical industry and the Code of Ethics, which reflects the principles, values and guidelines for conduct, ensuring that the team always acts with integrity and ethics.

Almirall's culture is based on the following Purpose: "Transform the patients' world by helping them to make their hopes and dreams for a healthy life come true", putting patients at the center of all activities. This Purpose not only inspires the group's workforce to do their best, but also imbues a deeper meaning to their daily work.

In the event of discrepancy, the Spanish language version prevails.

Almirall is committed to its workers and their talent. All of them are key to the company's success and the goal is to attract and retain exceptional professionals. The development of the employees and their professional growth within the organization are key, and this was demonstrated once again by the award in 2024 of the prestigious Top Employers certificate for the seventeenth consecutive year in Spain, and for the first time in Germany.

Furthermore, Almirall is concerned about the well-being and engagement of its employees, establishing different listening channels in order to know what are their concerns and needs, so as to adapt policies, programs and processes to them and align these with the company's needs. We regularly conduct commitment and culture surveys in order to devise and implement initiatives that reinforce the sense of belonging and ensure the organizational culture necessary to achieve their goals.

In 2021, driven by the desire to be a leading company in the field of medical dermatology, we made a daily effort to transform the lives of patients and to overcome challenges as a team, facing up to new ways of working and leading, Almirall had to take a new approach to the organizational culture. For this reason, a culture survey was launched to gauge our employees' opinions on how people work, how they relate to each other, make decisions and collaborate at Almirall. Getting to know Almirall's personality allowed us to identify opportunities as a team and recognize which strengths to build on.

One of the proudest aspects is to have a team that is very committed to participating in such surveys. There was a high level of participation in this culture survey, which allowed us to obtain reliable results that enabled us to start working. The results revealed that, despite the effort made in recent years in implementing various initiatives to get closer to the desired culture, there was still room for improvement.

That's why it was necessary to carry out a holistic and coordinated intervention in the medium to long term that would have an impact on the different pillars of the organizational culture: from the review of how the different teams of the company are organized, to the development of skills and capabilities that are needed both in the present and in the future.

Another fundamental aspect of this plan was to have the involvement of our employees from the outset, as this holistic intervention could not be successful without the participation of the people who form part of Almirall. It was also very important that this transformation be experienced as an opportunity for the entire team, bringing with it changes, challenges, new ways of thinking, relating, supporting and learning.

This holistic intervention was structured in two phases.

  • First phase: Discovery and definition of the fundamentals of the culture (January 2022 June 2022)
  • Second phase: Implementation of initiatives to help transform the culture (June 2022 onwards)

First Phase: The main goals of the first phase were:

  • To understand today's culture in depth
  • To design the desired culture, the one that Almirall needs to successfully achieve sustainable success, providing growth and well-being to all employees and strengthening our commitment to patients and customers
  • To define the leadership skills that a leader must demonstrate on a day-to-day basis if he or she is to become a culture facilitator and a role model when it comes to achieving defined objectives.
  • Definition of initiatives that help to implement the new culture

The Management Board worked intensively on the main objectives of this first phase. It also had the involvement of a working group called the "Employee Advisory Team", in order to carry out this process in an inclusive manner, taking the employee's voice into account. The Senior Leadership team was also taken into account in this inclusive process.

The desired culture was defined and communicated throughout the organization. A communication plan was designed to make all people feel part of this journey and excited about this change.

The results of this first phase are the pillars of the new culture, and are detailed below:

Vision: Almirall aspires to have a people-focused culture in which everyone gives their best, patients and customers are at the heart of every decision, and whose focus and agility make it possible to generate a greater impact for everyone.

Purpose: Transform the patients' world by helping them realize their hopes and dreams for a healthy life

In the event of discrepancy, the Spanish language version prevails.

Cultural changes: Three fundamental changes have been identified to speed up our cultural transformation.

  • Unleash the potential of our employees: it is a matter of showing the way to motivate each other to find the best way forward and to take risks when necessary.
  • Patients and customers at the center: we are moving from an internally-focused mentality to one where we place the patient and customer at the heart of every decision.
  • Achieving results: we are moving from trying to do everything to prioritizing and simplifying to achieve greater impact.

Values: Values have been updated to serve this new culture. While listening and empathy are at the heart of everything we do, individual, team and organizational courage must be fostered, as well as innovation to remain competitive, and simplification to focus on what is most important. The new values that we have established are the following:

  • Care: We listen and we empathize, we help each other to succeed, and we value diversity of perspective and experience.
  • Courage: We challenge the status quo, we take full responsibility and we learn from our successes and failures.
  • Innovation: We place the patient and the customer at the center, we create innovative solutions and we promote an entrepreneurial mindset.
  • Simplicity: We act decisively, without getting lost in excessive analyses, we are agile and we simplify and before we do anything, we understand why we are doing it.

In this phase, key leadership skills were also defined so that leaders can focus their development on those capabilities that will help them to be promoters of our culture. They conducted a self-reflection exercise through a questionnaire to identify their strengths and opportunities for improvement. With this exercise they defined an individual development plan to start working on their growth as Almirall leaders.

"Make your Mark" is the slogan that was defined to sum up the new culture in a few words, and to invite them to give the best of themselves. The goal is to communicate the new culture on a more personal and emotional level, to reach the hearts of our employees, to inspire them and to convey how they can make a difference in this change.

Finally, initiatives were defined to help transform the culture. Two types of initiatives were identified: initiatives for rapid and visible implementation in the short term and initiatives with a medium- to long-term impact that will help to significantly speed up our cultural transformation.

Second phase: Almirall is currently in the second phase, the main goals of which are:

  • To implement the initiatives identified in the first phase
  • To continue to develop leaders on their development journey to be the leaders Almirall needs.
  • To carry out interventions to communicate and manage the change that help to further internalize the pillars of our new culture.

Short-term initiatives have already been implemented and feedback from employees is highly positive. Each of these is linked to a cultural change identified in the first phase.

Actions taken to strengthen an ethical corporate culture

Short-term initiatives:

  • Unleash employee potential: various flexibility measures called "Turn it FLEX" were implemented, allowing employees to manage their work more flexibly and efficiently, creating a work environment based on trust and empowerment. The dress code was also relaxed, creating a more casual, informal and modern environment. In 2023, we went a step further by extending flexibility to our offices with a policy of not allocating spaces. The main objectives of this initiative were: 1) improve interpersonal relationships and boost creativity, collaboration and connection between departments; 2) increase flexibility and agility of project needs, allowing the creation of temporary multifunctional spaces in a simple way in areas that have been vacated and; 3) reinforce a non-hierarchical organization by freeing all private rooms previously used by Senior Leadership, allowing them to be closer to the teams and create collaborative spaces.
  • Patients and customers at the center: we have started to invite all Almirall employees to virtual Town Halls where relevant information about the company is shared so that each employee feels that they are playing a part and can contribute to the Purpose. The feedback from all Global Town Halls is very good. Almirall's people appreciate this informal space where the entire company team is connected.

In the event of discrepancy, the Spanish language version prevails.

  • Achieving results: each senior leader undertook to simplify or eliminate one process in their area of responsibility by March 2023. Bearing in mind the number of Senior Leaders, 100 processes were simplified as a result of this initiative. Throughout 2024, a communication campaign was launched where everyone at Almirall could see some examples of these simplifications.

The medium- to long-term initiatives implemented throughout 2023 and that continue to have an impact in 2024 are as follows:

  • GPS (Go, Perform, Succeed): a new Performance model that provides us with a more modern, simple and transparent way of managing performance, adapted to the current and future demands of the work environment. In addition, GPS brings with it a change in the variable remuneration payment model, so that it better rewards good performance.
  • Smart Meetings: this initiative brings with it a series of actions that facilitate more efficient management of our meetings as well as an impact on the way we work, make decisions and prioritize. In addition, the implementation of these actions helps Almirall's people to better manage their working time and find more space for thinking and planning.
  • Into the Core: this initiative consists of awareness and education campaigns aimed at everyone at Almirall to get to know the patients and customers better, to gain a better understanding of their needs and feelings and to reflect on how the daily work of everyone in the company, regardless of their function/role, contributes to making their hopes and dreams come true. Apart from these campaigns, we also want to adjust our activities and processes to be a fully patient-centered organization, building an empathetic mindset and putting patients and customer at the heart of everything we do.

Both short-term and medium- to long-term initiatives are global in scope. On the other hand, each functional area and subsidiary has also defined change initiatives that affect their area of responsibility. To implement the different initiatives, work teams are being created in which employee involvement is key to success.

In addition to the initiatives, interventions for Senior Leaders were also carried out, with the aim of developing them to become the leaders that Almirall needs in order to achieve our ambition. The main initiatives are as follows:

  • Annual Leadership Meeting: Each year the Senior Leaders meet to review Almirall's strategy, the milestones achieved and the business opportunities we have as a company. At this meeting we also discuss topics of culture and the importance of our role in promoting it.
  • 360º Feedback: in late 2023, early 2024, all members of the Management Board participated in the 360º Feedback process. This exercise is very powerful because the participant receives feedback on their leadership competencies from multiple perspectives: their direct leader, their peers, direct subordinates and other stakeholders with whom they work. This exercise allowed them to draw up their individual development plan in order to continue developing as Leaders at Almirall. This exercise is currently being implemented for all Almirall Senior Leaders and once they have drawn up their individual development plan, they will be offered a coaching process to accompany them in the implementation of their plan.

To analyze how the culture is evolving, we use a new listening platform that allows us to invite employees to take short surveys, called pulses, which enable us to carry out the listening processes in a far more agile way. This platform also allows us to be more digital because it provides us with a much more efficient, valuable and in-depth analysis of results by using a methodology based on Artificial Intelligence.

In July 2022, a first pulse was implemented where employees were asked how we were doing compared to the desired culture. The results obtained provided a baseline diagnosis for monitoring progress during 2023 and beyond. Each leader also obtains their results and shares them with their teams so that they can work on more specific day-to-day actions, generating a space of trust and transparency.

From 2022 until now, 5 pulses have been conducted, showing a gradual increase in employee satisfaction by means of an indicator called eSat (Employee Satisfaction), which has risen from 75 eSat in 2022 to 79 eSat in November 2024. These results demonstrate significant progress and a steady development. It is increasingly difficult to measure up to the eSat as well as have a very high level of participation (79% participation) providing very reliable results in order to keep working towards the ambition as a company.

Current eSat results are one point above the top 25% of companies in the global benchmark index.

In parallel to the implementation of the aforementioned initiatives, a communication and change management plan is being implemented whose protagonists are the people concerned. A new digital channel has been

In the event of discrepancy, the Spanish language version prevails.

created, the "Make your Mark" app, through which employees can participate in challenges, and learn and internalize the important aspects of our new culture.

There is also a community of Culture Ambassadors made up of a diverse team of 40 Almirall employees from different functional areas, subsidiaries and positions whose goal is to accompany their colleagues on this transformation journey, sharing the initiatives that are being implemented, listening to their contributions and transmitting enthusiasm for this opportunity for growth that this cultural transformation entails for the entire Almirall team.

Lastly, all people programs, processes and tools have been reviewed and updated incorporating our new Leadership values and skills, to ensure that their management helps us to live the new culture and that the Almirall team develops the new capabilities it needs to transform the lives of patients, and to be a leading company in the field of medical dermatology.

The company has different levels of dialogue with workers to ensure that all opinions are taken into account, especially those of less representative groups.

Thus, the most commonly used mechanisms are:

  • The pulses: the surveys addressed to all workers, as mentioned above. They are short in duration and their aim is to find out a worker's point of view on various initiatives and actions being carried out by the company. They are generally launched twice a year,
  • Workshops/focus groups: generally, after each pulse, meetings are organized with the teams, usually led by the People&Culture team of the Area as well as by the leaders themselves who are invited to share and discuss the results with their teams.
  • People&Culture Business Partner meetings: In order to take into account the specific needs of the teams, the People&Culture Business Partners have been meeting with the different leaders/managers of each area.

5.2.Own Workforce

The talent of Almirall's team is key to the company's success. Almirall strives to attract and retain high-level professionals, promoting their development and growth within the organization and prioritizing their well-being and engagement, as demonstrated by the Top Employers certificate, obtained in Spain for the 17th consecutive year in 2024, and obtained in Germany for the first time in 2024.

5.2.1.Impact, Risk and Opportunity Management

Almirall has implemented communication channels to gather their concerns and needs, enabling the adaptation of policies, programs and processes that are aligned with people's expectations and corporate objectives. Engagement and Culture surveys are regularly conducted in order to define and implement initiatives that reinforce the sense of belonging and a goal-oriented organizational culture.

In terms of risk management, Almirall integrates the risks related to its personnel in a corporate process led by the Executive Director Internal Audit, with the different business areas in charge of identifying and managing the risks in their respective areas.

In the 2024 Double Materiality analysis, the most relevant risks, opportunities and impacts were identified for Almirall's own and external personnel, including construction workers, service contractors, temporary agency staff and interns in all geographical areas. These material impacts span both internal operations and the company's value chain, including its products, services and business relationships.

Risks

  • Social dialogue: Potential loss of staff at Almirall due to low social cohesion and engagement, caused by the scarce participation in collective bargaining and lack of collective agreements. This can reduce productivity and damage the reputation of the Group compared to competitors that do promote collective bargaining.
  • Absenteeism: Potential increase in absenteeism due to illness and non-occupational accidents linked to unsafe working conditions. Without adequate health and safety policies, such as ergonomics programs and prevention training, work-related stress and injuries can lead to an increase in staff turnover, reduce productivity and raise costs.

In the event of discrepancy, the Spanish language version prevails.

  • Diversity, Equality and Inclusion: Difficulty in attracting talent and succession planning in key roles due to lack of incentives and discrimination in opportunities, development and remuneration, based on gender, race, disability, etc.
  • Violence and harassment: Increase in complaints, fines and penalties for sexual or physical harassment at work, and the lack of effective measures and clear equality policies. This can lead to legal penalties, reputational damage and a higher staff turnover due to a hostile work environment and the lack of support.

Opportunities

  • Labor conditions: Almirall's practices of safe employment, adequate wages and decent working hours result in higher numbers of job applications from potential talent and the retention of skilled human capital, generating an optimal work environment for motivation and performance, and strengthening the company's good reputation in these aspects.
  • Organizational culture: Initiatives for cultural change and to promote Almirall's values, such as the Cultural Reinforcement Program in chemical plants, encourage positive changes in the beliefs and behaviors of Almirall's talent, especially in health, safety and environmental practices, improving the work environment.
  • Social dialogue: Almirall increases productivity by promoting the satisfaction and well-being of its workforce through clear and functional communication channels, which also improves staff retention thanks to the positive assessment of working conditions.
  • Work-life balance: Offering an appropriate work-life balance reduces stress and burnout, increases productivity and motivation, and strengthens the commitment of talent to Almirall.
  • Health and safety: Transforming health surveillance into a comprehensive initiative improves the physical, emotional, social, professional and financial well-being of the workforce.
  • Diversity, Equality and Inclusion: The ongoing implementation of policies for equal pay and equal opportunities strengthens Almirall's reputation as a socially responsible company committed to inclusion and diversity.
  • Violence and harassment: The recurrent implementation of anti-violence and anti-harassment measures ensures a safe and respectful work environment, improving employee morale and strengthening Almirall's reputation as an ethical employer.
  • Talent development and training: The greater development of talent at Almirall compared to the industry standard positions the company as a leader in professional growth and talent retention.
  • Privacy: The constant implementation of personal data protection policies ensures compliance with privacy laws, strengthening trust in Almirall.

Negative Impacts

  • Social dialogue: A potentially negative perception among the community and external stakeholders in the event of ineffective collective bargaining at Almirall could result in a low percentage of employees being covered by collective agreements. This could be interpreted as a lack of commitment by Almirall to the well-being and rights of its workforce, opening it up to criticism of its labor practices.
  • Health and safety: Failure to comply with occupational safety standards can lead to accidents in the workplace, affecting both own staff and third parties, and generating concern in the community.
  • Diversity, Equality and Inclusion: Discriminatory employment practices, such as the gender pay gap and the exclusion of people with disabilities, can perpetuate social inequalities, lack of diversity in the sector and marginalization in society.
  • Violence and harassment: The lack of effective measures against violence and harassment at work could perpetuate a negative work culture that influences the normalization of abusive behavior in other work environments and in society, thus contributing to the persistence of violence and harassment at the community level.

Positive Impacts

  • Labor conditions: Implementing fair labor practices at Almirall (appropriate working hours, fair wages, risk management) strengthens its staff and contributes towards achieving social and economic stability in the communities, improving the well-being of staff and their families.

In the event of discrepancy, the Spanish language version prevails.

  • Social dialogue: Almirall promotes freedom of association and collective bargaining, improving the working conditions and well-being of its workforce, which in turn strengthens labor relations and contributes to social and economic stability.
  • Work-life balance: Almirall improves the satisfaction of its employees and their environment through measures such as reduced working hours and teleworking, promoting a healthy balance that benefits the mental and physical health of its employees and strengthens social cohesion in the communities.
  • Health and safety: Almirall ensures safe working conditions, which improves its reputation and raises the standards in the pharmaceutical industry, contributing to a safer and healthier work environment in society.
  • Diversity, Equality and Inclusion: Almirall promotes gender equality, the inclusion of people with disabilities and diversity, building a more inclusive society and improving the company's image in its communities.
  • Violence and harassment: Almirall fosters a respectful and safe work environment, which reinforces society's trust and contributes to building safer and more equitable communities.
  • Talent development and training: Almirall promotes skills development and training, empowering its staff and contributing to the economic and social growth of communities by improving employment opportunities.
  • Human Rights: Almirall promotes the abolition of forced and child labor, protecting fundamental rights and strengthening social cohesion as well as the sustainable development of communities.
  • Privacy: Almirall respects the individual rights of employees through privacy policies, reinforcing public trust and promoting ethical data protection standards at EU level.

5.2.2.Policies related to own workforce

Almirall is an organization defined by shared values and a firm commitment to improving the quality of life of the people it serves. Each member of the team plays a crucial role in this mission, contributing through their daily actions and decisions to the future development of the company and the well-being of patients and customers.

Almirall's values are the foundation that guides its culture, the forms of internal collaboration and relations with its collaborators. Its culture is aligned with its Purpose and encourages every employee to contribute in a meaningful way, giving direction and meaning to all of the organization's initiatives.

It is essential to recognize that working conditions must focus on ensuring secure employment, fair wages, an adequate regulation of working time to achieve a work-life balance and the engagement of workers through social dialogue and freedom of association. In addition, collective bargaining is one of the keys to improving labor rights and benefits.

Similarly, equal treatment and equal opportunities at work are fundamental to ensuring a fair work environment. This includes gender equality and equal pay for work of equal value, as well as the inclusion of people with disabilities and the promotion of diversity.

It is also vital to prioritize health and safety, to take action against violence and harassment, and to not tolerate practices such as child labor and forced labor. Together, these aspects promote a respectful and equitable work environment for all Almirall employees.

For this reason, a series of policies related to Almirall's own employees have been developed, covering three fundamental issues: working conditions, fair treatment and equal opportunities and rights, which are not only linked to the work environment, but also transcend it.

Code of Ethics

Almirall is an organization defined by shared values and a firm commitment to improving the quality of life of the people it serves. Each member of the team plays a crucial role in this mission, contributing through their daily actions and decisions to the future development of the company and the well-being of patients and customers.

Almirall's values are the foundation that guides its culture, the forms of internal collaboration and relations with its collaborators. Its culture is aligned with its Purpose and encourages every employee to contribute in a meaningful way, giving direction and meaning to all of the organization's initiatives. The company's conduct is governed by respect for law, integrity, fairness and transparency. Each person working for the company must adhere to the standards set out in Almirall's Code of Ethics, updated in October 2024, which is the company's frame of reference and is endorsed by the Chairman, CEO and Management Board.

In the event of discrepancy, the Spanish language version prevails.

The Code of Ethics focuses, among other things, on the development of people and the work environment, promoting inclusion, diversity, zero tolerance of discrimination and harassment, data protection, and occupational health and safety. These aspects are considered key to the company's impacts, risks and opportunities.

Almirall is also committed to Good Laboratory Practice (GLP), Good Clinical Practice (GCP) and Good Manufacturing Practice (GMP), as well as to the innovation, quality, efficacy and safety of its products. The company ensures that all its activities comply with the applicable legal requirements for the production of medicines and manages the safety of pharmaceutical products, monitoring any adverse events. To this end, all staff and contractors receive the necessary training to ensure safety and clarity in the distribution of responsibilities.

As a public interest company, Almirall maintains transparency in its communications, benefiting investors, the general public, the financial community and the market. The Management Board, the company's main management body, is responsible for drawing up the company's policies and strategy, ensuring compliance with applicable laws and regulations.

It is essential that Almirall's working conditions guarantee secure employment, fair wages and a work-life balance, fostering social dialogue and freedom of association. Collective bargaining is key to improving labor rights and benefits.

Equal treatment and opportunities at work are essential to ensuring a fair work environment. This includes gender equality and equal pay for work of equal value, as well as the inclusion of people with disabilities and the promotion of diversity.

It is also vital to prioritize health and safety in the workplace and to take measures against violence and harassment. Together, these aspects promote a respectful and equitable work environment for all Almirall employees. Furthermore, child or forced labor is strictly forbidden at Almirall.

To ensure these principles are followed, Almirall has developed policies covering three fundamental issues: working conditions, fair treatment and equal opportunities and rights, which are not only linked to the work environment, but also transcend it. These policies are generally applicable and mandatory for all Almirall staff globally, promoting a respectful and fair work environment.

Corporate Policy People and Culture

At Almirall, we promote the establishment of a solid and coherent framework to foster a corporate culture that respects ethics, diversity, and inclusion, focusing on continuous talent development, training, and performance management, ensuring that all employees, regardless of age, gender, sexual orientation, race, marital status, political opinion, origin or religion, have the same opportunities for growth.

The purpose of this policy, in force since October 2015, is to create and maintain a common and consistent framework for establishing and measuring relevant People & Culture processes and activities, including corporate culture and its development, ethical conduct, diversity, equity and inclusion, management of official languages, talent development and training, and the performance appraisal model. During 2024, work has been carried out on its update, which is expected to be approved by the Management Board in early 2025.

In this way, we seek to address the IROs linked to the development of talent and training, diversity, equality and inclusion and social dialogue, which apply to all Almirall Group employees, without discrimination based on age, gender, origin or religion, following the principles of the United Nations Global Compact, the Universal Declaration of Human Rights, the OECD guide for multinational companies and the fundamental regulations and conventions of the International Labor Organization.

To comply, the company has several people management processes and activities in place to support its people in their development, such as GPS or "Turn it Flex", as well as the provision of training, talent development and team development. In turn, particular issues of recruitment, compensation and benefits, methodologies associated with workforce management, corporate culture and well-being are addressed and will be set out in detail in the policies below.

Those ultimately responsible for the compliance and monitoring of this policy are the Senior Director Global C&B, Labor Relations & People Administration and all Almirall employees, who are obliged to report any suspected violation of these policies in accordance with Almirall's Code of Ethics and other internal guidelines, with suspected violations being reported to their line manager or their local People & Culture compliance representative, or through SpeakUp!, an internal whistleblowing channel available to all employees. In the same vein, Almirall provides a series of policies covering fundamental issues relating to the working conditions of its employees, listed below:

Mobility Policy

This Standard Operating Procedure (SOP), in place since 2020, sets out the guidelines and terms and conditions for the international assignments of employees worldwide, supporting both the employee and leaders during the process, which is overseen at the organizational level by the Senior Director Global C&B, Labor Relations & People Administration, providing information and guidelines applicable to the different international assignments. It applies to all Almirall employees and to new employees who are transferred from their country of origin to another country.

The main objectives of this policy are to attract, develop and retain talent in a competitive market, to establish a general framework for attracting new talent, developing internal talent, and ensuring a smooth transition for the employee and his/her family to the new assignment, minimizing the impact on the spouse's career, family lifestyle and adjustment to the new home. These objectives, in turn, respond to issues such as impacts, risks and opportunities in terms of working conditions, work-life balance, development and training.

Policy on Modification and Approval, Compensation of Benefits

This is another SOP that is in force since April 2024, it is directly linked to the Global People & Culture Corporate Policy and its objective is to determine when an approval process is necessary, to establish the process of authorization and approval for different situations such as new hires, internal promotions, annual and extraordinary salary reviews, retentions and bonuses, among other things, and to define the roles and responsibilities of each person involved in the process, ensuring compliance with the principles of external competitiveness and internal equity, as well as budget alignment.

In this way, we seek to respond to those impacts, risks and opportunities related to work-life balance and working conditions and to the development and training of Almirall's employees in accordance with the Group's values.

Like the previous policies, this is a global corporate document and is applicable throughout the organization, under the guidance of the Senior Director of Global C&B, Labor Relations & People Administration.

Teleworking policy

According to the current regulations, teleworking is work carried out on an occasional basis at a location away from the company's headquarters. The main objective of this SOP is to regulate the conditions of the SOP that are directly related to working conditions, work-life balance, privacy and health and safety, as part of Almirall's impacts, risks and opportunities.

The main topics covered are:

  • Eligibility criteria for rendering a service in teleworking mode
  • Insurance and accident cover
  • Working hours
  • Means, equipment and tools
  • Compensation of expenses
  • Information security
  • Prevention of occupational risks

This policy, in force since July 2022, is applicable in all of Almirall's offices in Spain for functions that can be and/or are permitted to be provided in teleworking mode, and a monitoring committee is in place for the application and development of the agreement. For the rest of the offices in other geographies, Almirall adapts to the local regulations of each country.

Data Protection Policy

This policy, effective since October 2024, responds directly to privacy, which the company has identified as both an impact and an opportunity.

Almirall has a Global Data Protection Officer (GDPO) who is responsible for overseeing compliance with applicable data protection laws and operational policies and procedures, among others. The GDPO also has an internal Privacy Office that assumes other functions in order to supervise the obligations related to the protection of personal data and responsibilities for related risks.

In the event of discrepancy, the Spanish language version prevails.

The policy is available to all of Almirall's own workforce on the intranet, all of this with the aim of ensuring compliance with applicable data protection and privacy laws. For more details on the policy, see 2.2.3 "Business conduct policies".

Remuneration Policy of the Board of Directors

The main objective of this policy, which is effective until 2022 and has been updated in 2024, is to establish the precepts for directors' remuneration and processes for the preparation of the proposed directors' remuneration policy for approval. This policy is linked to aspects of work-life balance and working conditions developed in the company's opportunities and impacts and is implemented in accordance with the Corporate Enterprises Act and Almirall's Articles of Association within the territory of Spain. Further details on the Remuneration Policy for Members of the Board of Directors can be found at 2.1.2 "Board Committees".

Occupational Health, Safety and Environment Policy

Like the Sustainability Policy, this policy, last updated in October 2024 and under the ownership of the Global Sustainability Executive Director, is an essential pillar for assuring the well-being of workers and the sustainability of operations, because it not only establishes clear guidelines for minimizing risks in the workplace, it also promotes environmental protection, integrating these principles into the company's day-today operations. In turn, it responds to the impacts, risks and opportunities discussed at the beginning of this chapter on working conditions and health and safety.

For employees, this policy ensures a safer, healthier and more sustainable work environment by guaranteeing the following basic principles:

  • The commitment to the safety, health and well-being of employees, promoting integration of the same into the company's daily work processes.
  • The commitment to eliminating hazards and reducing risks to occupational health and safety.
  • The commitment to providing the organization with occupational health and safety management systems and continuously improving the performance of the same, in compliance with the applicable legal requirements and other requirements to which Almirall voluntarily subscribes.
  • The establishment of a wellness plan that holistically addresses the physical and mental well-being of people working in the organization, with the commitment to provide safe working conditions and promote healthy lifestyles and habits at home and at work.
  • The integration of occupational health and safety into the different levels, processes and standards of the organization.
  • The training, involvement and participation of Almirall's staff and partner companies in the application of the principles contained in the policy.
  • The commitment to consultation and participation of workers and, where they exist, workers' representatives, on issues considered relevant or required.
  • The assurance of the necessary information on Health, Safety and Environment is available through specific manuals and/or standard operating procedures, which shall be maintained and periodically updated as necessary.
  • The allocation of appropriate resources to support the effective implementation and continuous improvement of the Health, Safety and Environment system and the planning on how best to use them.
  • The setting up of regular programs and actions to achieve the objectives in accordance with the applicable regulations, Almirall's Sustainability Strategy, and the risks and opportunities identified in terms of occupational risk prevention and environmental protection.

The Corporate Sustainability Committee is responsible for implementing, maintaining and monitoring a Safety, Health and Environment management system; and, in turn, all Almirall employees must ensure that the elements of this policy are correctly applied, regardless of their position or function.

Diversity, Equity and Inclusion program

Almirall strives to respect and integrate the cultures and traditions of the communities where it is present, whilst remaining true to its own corporate and founding values and principles. All of this whilst seeking to create a safe and open environment where all workers can express themselves freely and openly, respecting the privacy and confidentiality of individuals.

In the event of discrepancy, the Spanish language version prevails.

Guaranteeing the right to decent work is an essential part of the human rights sphere, as has been recognized by international organizations such as the UN and the ILO. In this regard, the policies governing Almirall's actions in this area (equality, diversity and harassment protocols, as well as the Code of Ethics), in force since October 2024, revolve around compliance with current labor regulations/legislation and are directly related to impacts, as well as risks and opportunities linked to organizational culture, social dialogue, diversity, equality and inclusion.

Almirall is firmly committed to the most vulnerable groups and those at risk of social exclusion, and this is reflected and expressed in the company's Code of Ethics, in section 2.2, published on the Group's intranet and available to all employees. There, explicit mention is made of the commitment to diversity and inclusion, fostering relationships based on mutual respect and equality, without discrimination based on race, age, gender, marital status, sexual orientation, political opinions, religion or any other personal, physical or social condition of the workers, or any other characteristic that could make them unique. The Senior Director Global C&B, Labor Relations & People Administration is responsible overall for ensuring compliance with and monitoring of this policy.

To this end, due diligence procedures have been implemented to ensure compliance with these regulations. These procedures materialize in the design and implementation of policies, plans and programs that allow the company to verify compliance and proper observance of human rights within Almirall.

More specifically, through these procedures, Almirall guarantees, among others:

  • Compliance with regulations on hiring and working conditions, which exclude abusive, forced or illegal labor situations, specifically child labor, from occurring in any of the Group's companies.
  • Observance of non-discrimination and equality provisions by having plans and programs in place to guarantee non-discrimination in terms of gender (Equality Plans), as well as to prevent the violation of the rights of groups at risk of social exclusion.
  • Respect for its workers' rights of unionization and free assembly through maximum compliance with the provisions of Organic Law 11/1985, of 2 August, on Trade Union Freedom in Spain, as well as for the rights and guarantees stipulated in the labor regulations for the members of the Legal Representation of Workers at all Almirall centers.
  • Support for its workers' health and safety by implementing prevention plans and complying with the regulations on risk prevention and occupational health and safety.

Human Rights Policy

In 2022, Almirall's Board of Directors approved and made public a Human Rights Policy, as an expression of the company's commitment to the respect and protection of Human Rights in the communities in which it is present, in its own operations and in the supply chain. Almirall undertakes not to participate in or be complicit in actions that compromise or jeopardize the universal human rights recognized in the national legislation in line with internationally recognized standards in this area, expressly including respect for diversity based on race, age, gender, marital status, sexual orientation, political opinions, religion or any other personal, physical or social condition, prohibiting discrimination, forced and child labor, and promoting a safe and dignified work environment. Suppliers are expected to respect human rights and audits are conducted to ensure compliance. In addition, patient privacy and safety are protected and clinical trial regulations are strictly adhered to. Almirall is also committed to the rights of the communities where it operates and is continuously monitoring to prevent and mitigate risks.

At Almirall, there is a strong commitment to ensure respect for human rights in all areas and levels of its business organization, which is achieved through the appropriate corporate policies, which have been designed based on the principles of the United Nations Global Compact, the Universal Declaration of Human Rights, the OECD guide for multinational companies and the fundamental regulations and conventions of the International Labor Organization.

As a consequence of the above, all production processes at Almirall are carried out in fair working environments, governed by values such as respect for human dignity and the autonomy of the individual, rejecting and prohibiting forced and child labor and human trafficking, as well as equality, these being just a few of the core values that govern the company's business activity.

Thus, this policy seeks to respect the human rights-oriented approach to deal with those impacts, risks and opportunities related to working conditions, organizational culture, dialogue, work-life balance, health and safety, diversity, equality and inclusion, the rejection of violence and harassment, talent development and training, privacy and the prohibition of child and forced labor.

In the event of discrepancy, the Spanish language version prevails.

The prevention and anticipation of any risk associated with human rights is carried out by the Senior Leadership and those responsible for each of the respective functional areas, following the processes set out in the policy that applies to all staff, positions, departments, committees and organizational units. In addition, a continuous process of due diligence is also carried out on its own activities and those directly related to its operations and services rendered, with the objective of respecting and not violating the rights of the actors involved.

5.2.3.Processes for engaging with own workers and workers' representatives, collective bargaining and social dialogue

With regards to employee participation and consultation, Almirall not only scrupulously complies with the commitments acquired in the different negotiation frameworks in each territory (for example, in Spain, the 21st General Chemical Industry Agreement), but also goes one step further by promoting its continuous improvement system. This is done through committees within the organization that address key issues in the company, such as benefits, equality, occupational health and safety, or any other issues that may affect the day-to-day work of company employees.

As a result of this dialogue, the company and workers' representatives reach whatever agreements are necessary in order to achieve the continuous improvement and well-being of everyone at Almirall.

The dialogue with workers' representatives is coordinated under the responsibility of the Senior Director of Global C&B, Labor Relations & People Administration, and a unified response is given to any queries or concerns they may have. At the local level, it is the local People & Culture officers who are responsible for the dialogue on issues that may affect the day-to-day running of the organization.

Ensuring respect for stakeholders, consisting of workers' representatives from the respective workplaces, chosen from among the workforce in union elections, as well as members of the company's management and the People & Culture area.

Every two years, a general follow-up meeting is held between the legal representatives of the workers in the different workplaces and the company's management, represented by the Chief People Officer and the Senior Director of Global C&B, Labor Relations & People Administration.

In Spain, there are several monitoring committees for strategic issues within the organization. These committees present, discuss and propose improvements and changes to be applied both in Spain and in the Group's subsidiaries, if applicable.

Benefit Committees

One of these is the Benefits Committee in Spain, which performs an ongoing analysis of the social benefits existing in the company, proposing different actions for improvement as well as evaluating already-existing benefits. This Committee meets every six-months or on an ad hoc basis, if necessary.

Working Time Records and Teleworking Committee

The working time records committee oversees the compliance with and monitoring of the working time records regulations, taking into account the particular characteristics of each work center and community, as well as the implementation of the teleworking or hybrid work models. This committee meets every six months or on an ad hoc basis if necessary, monitoring the different set KPIs, as well as the development of their implementation in the different areas of the company.

Equality Committee

The Equality Committee, which is made up of equal numbers of company and employee representatives, closely monitors the situation of those groups that may be particularly vulnerable to suffering unequal treatment, such as women workers and other groups at higher risk. The Equality Committee meets on a quarterly basis to review the progress of the actions established in the current Equality Plan, as well as any new initiatives that may arise from the company or from workers' representatives.

Collective bargaining and dialogue

Almirall has legal representatives for employees at all its main work centers. Due to the company's presence in several countries of the European Union, in 2019 the European Works Council was set up, and during the year it holds two ordinary meetings, where issues of common and cross-cutting interest for several countries are addressed. These include the status of production in the company's plants, news on R&D, updates on occupational health and safety, improvements and new developments in computer applications, latest acquisitions and the economic situation of the Group and anticipated headcounts by country, and the results of the culture survey. At the same time, all initiatives or actions that may have an impact on more than one country are discussed on an extraordinary basis. Participating in this European Committee are workers as

In the event of discrepancy, the Spanish language version prevails.

representatives of the workforces in their countries of origin, on the one hand, and the C&B, Labor Relations & People Administration, representing the company, on the other hand.

The company applies the state and labor legislation of each country in which it has employees, but in addition, in Spain, Italy, France, Austria, Belgium and Portugal, employees with employment contracts are also covered by the corresponding collective bargaining agreement (i.e., 69% of the Group's workforce). However, those more beneficial agreements agreed within the framework of collective bargaining of the European Works Council are extended to all employees in Europe.

A breakdown of staff under collective bargaining agreements in the main geographical areas is set out below:

Collective bargaining coverage Social dialogue
Coverage rate Employees - EEA Employees - Non EEA Representation in the workplace
0 - 19% - - -
20 - 39% - - -
40 - 59% - - -
60 - 79% - - -
80 -100% Spain, Germany, Italy;
France
- Spain, Germany, Italy; France

Table 39 Information on the coverage of collective bargaining and social dialogue:

5.2.4.Processes to remediate negative impacts and channels for own workers to raise concerns

Almirall has whistleblowing channels available to all workers, through which they can report any action that they believe constitutes or may constitute or result in a human rights violation.

During 2024, no human rights complaints have been received. If any, the Group has identified a series of protocols and actions, including the Protocol against Psychosocial harassment and the Protocol against Sexual or Gender-Based Harassment.

It is important to highlight the existence of the internal SpeakUp! channel, designed to receive reports, complaints or suggestions related to the violation of working conditions, equal opportunities and treatment, harassment, bribery, fraud, corruption or other conduct that is not in line with the Code of Ethics. For more information, chapter 5.2.14 "Safety, health and wellbeing", provides details on managing the negative impacts on the health, safety and well-being of workers. Similarly, chapter 5.2.4 "Processes to remediate negative impacts and channels for own workers to raise concerns" deals with this subject in depth. Finally, chapter 2.2.4 "Prevention and detection of corruption or bribery" explains how Almirall staff can report any incident of corruption or bribery.

It is a channel available 24/7 on the intranet for all employees, which allows interaction in all languages and countries present in the company, as well as the possibility of filing an anonymous complaint. SpeakUp! guarantees the privacy of all the information collected in the channel, in accordance with EU guidelines. Any complaint filed initiates an investigation process carried out by internal people from People & Culture and Global Compliance & Privacy or external specialists in the matter, guaranteeing that no reprisals will be taken against the complainant.

The existence of these reporting tools is widely known and, as they can be used by any worker, they represent an excellent mechanism for ensuring compliance with human rights at all levels.

Complaints are tracked and monitored to ensure the effectiveness of communication channels. Within seven calendar days of receiving a complaint, the SpeakUp! Program Manager will send an acknowledgement of receipt to the complainant, provided that he/she has provided an address, email or other means of contact. The acknowledgement of receipt shall include information on external channels for making complaints to the relevant local competent authorities and, where necessary, the competent institutions, bodies, offices or agencies. The acknowledgement of receipt shall also contain information on the processing of the complainant's personal data, in accordance with the applicable privacy regulations.

The internal investigation process shall not exceed a period of three months from the sending of the acknowledgement of receipt to the complainant. Upon completion of the investigation, the SpeakUp! manager

In the event of discrepancy, the Spanish language version prevails.

will issue a resolution indicating the actions taken and conclusions reached. If necessary, the person responsible for SpeakUp! will propose corrective action(s).

The whistleblowing channels are highly useful because, in addition to bringing possible violations of fundamental rights to Almirall's attention, they also allow the company to combat the violations and act proactively to prevent potential violations, thereby ensuring that human rights are promoted and respected. These channels, specifically the mechanisms for reporting and protection against any situation of discrimination and/or harassment, have been established with the participation of the legal representation of employees, to cover any situation of possible discrimination in any field, whether gender, origin, sexual orientation, age, religion or any other individual condition.

In turn, the existence of protocols to deal with situations of harassment and/or discrimination of any kind guarantees that, in the event of a report or suspicion of one of these circumstances, the company has a procedure in place to identify, mitigate, correct and, if possible, prevent future occurrences.

Metrics are reported in section 5.2.17 "Human Rights Incidents and Complaints". Below is a description of the existing protocols for some of the most sensitive situations to which some of the Group's employees may be exposed.

Protocol against Psychological Harassment in the Workplace

Psychological harassment in the workplace is considered a significant risk for workers. According to Law 31/1995 on Occupational Risk Prevention, it recognizes the right of workers to receive protection in terms of health and safety at work, which means that Almirall has the duty to prevent these situations.

This protocol, in force since February 2023, is applicable to all Almirall personnel, including cases where only one of the parties involved is a company employee.

Preventive measures will be implemented to avoid the occurrence of psychological harassment in the work environment. It also establishes a procedure for dealing with this type of harassment, including clear principles and guidelines for dealing with it.

Protocol against Sexual Harassment or Gender-Based Harassment in the Workplace

With the aim of preventing situations of sexual and/or gender-based harassment in the workplace, as well as establishing mechanisms for the resolution of complaints, this protocol guarantees the health and integrity of all persons involved, both physically and psychologically, and is committed to eradicating any form of discrimination. It should be noted that this procedure is internal to the company and does not exclude or restrict any legal action that the persons concerned may take.

Updated in 2023, the protocol sets out the principles that should guide any action during the procedure, including the process of reporting harassment and its resolution. It also identifies those who report harassment and describes the roles and responsibilities of the Equality Committee.

Protocol on the Protection of Women in Situations of Gender Violence

Approved in 2023 and in line with the policies for the development and implementation of equality actions, with the aim of strengthening its commitment in this area, Almirall presents this tool for addressing gender violence. As a social agent, the company recognizes its role and responsibility in society and establishes this protocol to provide comprehensive care and support to women who suffer violence, as well as to prevent such cases by raising awareness and disseminating appropriate information.

The basic principles to be considered when dealing with situations of gender-based violence are defined within this framework. Preventive measures and a procedure for activating the rights of the women concerned are also established, setting out in detail the different phases of this process.

5.2.5.Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions

See reference to the actions relating to own workforce through which Almirall ensures that its own activities do not have a negative impact on the workforce in the following sections: 5.2.8 "Employee satisfaction and engagement (turnover and absenteeism rates)", 5.2.10 "Diversity and inclusion", 5.2.11 "Adequate wages", 5.2.12 "Social protection", 5.2.13 "Talent development and training", 5.2.14 "Safety, health and wellbeing", 5.2.15 "Work-life balance" and 5.2.17 "Human Rights Incidents and Complaints".

With regards to actions related to the promotion of Diversity, Equity and Inclusion, the Group's Equality Plan, agreed with the Legal Representation of Workers, guarantees the company's commitment to establishing policies that ensure equal treatment and equal opportunities for women and men at all levels of the organization.

In the event of discrepancy, the Spanish language version prevails.

Currently, this Plan is only in force for Spain, although some of the actions (increasing the presence of women in leadership positions, training campaigns, visualization or remuneration policies) will be extended to other geographies. Over these years, most of the actions foreseen in the Equality Plan have been carried out, reinforcing the Company's message and commitment, highlighting legal compliance actions (wage registers, audits, protocols, etc.), as well as training and visibility actions (new e-learning training and awareness campaigns in areas such as family co-responsibility or awareness of gender violence). Details of the measurable targets are set out in the following section.

Finally, information on current and future financial resources or on other resources allocated to the action plan is not reported, as this is not material, in any case, in relation to the Group's budgets.

5.2.6.Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

The setting of objectives and metrics is crucial for Almirall, as it allows it to accurately assess and measure its progress towards goals related to the working conditions, equal treatment and opportunities and human rights of its own staff. The workers are involved in the process of defining these, through their participation in the European Committee. These elements provide a solid structure for monitoring the effectiveness of Almirall's policies, actions and strategies for managing material risks and impacts, thus ensuring greater transparency and accountability in its corporate performance.

Section 3.1.4 "Sustainability and ESG goals" describes the sustainability objectives in relation to people as well as the associated projects and initiatives.

5.2.7.Workforce profile

At the close of the 2024 financial year, Almirall had a total of 2,026 employees from 40 nationalities, 46% of whom are men and 54% women. The average length of employment is 11 years and 73% of our employees have a university degree.

The method used to collect the information was as follows:

Almirall has a global human resources information system from which all information concerning the workforce is extracted. From this a year-end report is extracted of the total number of active employed persons regardless of location or type of contract, based upon which all information related to the workforce profile is prepared.

Almirall's workers are concentrated in Europe (96%) and the United States (4%). The information by professional category is divided into Directors (6%), Middle Management (10%), Specialists/Professionals (58%) and Administrative/Manual Workers (26%). The age distribution of Almirall's workforce is as follows: 7% are under 30 years of age, 52% are between 30 and 50, and 41% are over 50 years of age.

31/12/2023 31/12/2024
Country Women Men Others Not
declared
Total Women Men Others Not
declared
Total
Spain 652 608 0 0 1,260 686 640 0 0 1,326
Germany 169 144 0 0 313 191 150 0 0 341
United States 50 33 0 0 83 53 30 0 0 83
Italy 44 43 0 0 87 51 50 0 0 101
United Kingdom 19 11 0 0 30 19 11 0 0 30
Switzerland 12 4 0 0 16 10 6 0 0 16
Netherlands 7 3 0 0 10 8 2 0 0 10
Austria 7 6 0 0 13 9 7 0 0 16
Belgium 8 6 0 0 14 9 6 0 0 15
Nordic countries 9 6 0 0 15 8 6 0 0 14
Portugal 8 2 0 0 10 8 3 0 0 11
Poland 6 1 0 0 7 6 1 0 0 7
France 23 14 0 0 37 29 17 0 0 46
China 1 0 0 0 1 1 0 0 1
Czech Republic 5 2 0 0 7 5 3 0 0 8
Slovak Republic 1 0 0 0 1 1 0 0 1
Group Total 1,021 883 0 0 1,904 1,094 932 0 0 2,026

Of the total number of workers in Senior Management6 at 31 December 2024, 2 are women (22%).

Table 40 Breakdown of employees by gender and geography

6 Senior Management refers to the people that make up the Management Board

In the event of discrepancy, the Spanish language version prevails.

There are currently no non-guaranteed hours employees. The year-end distribution of contracts by duration (indefinite/permanent or temporary), age, professional category and gender is as follows:

31/12/2023
31/12/2024
Type of
contract
Women Men Others Not
declared
Total Women Men Others Not
declared
Total
Full-time
permanent
961 859 0 0 1,820 1,051 904 0 0 1,955
Part-time
permanent
32 8 0 0 40 20 11 0 0 31
Full-time
temporary
25 14 0 0 39 19 16 0 0 35
Part-time
temporary
3 2 0 0 5 4 1 0 0 5
Group Total 1,021 883 0 0 1,904 1,094 932 0 0 2,026

Table 41 Breakdown of employees by type of contract and gender

31/12/2023 31/12/2024
Country Full-time
permanent
Part-time
permanent
Full-time
temporary
Part-time
temporary
Total Full-time
permanent
Part-time
permanent
Full-time
temporary
Part-time
temporary
Total
Spain 1,207 27 26 0 1,260 1,293 8 25 0 1,326
Germany 290 9 9 5 313 307 22 7 5 341
US 83 0 0 0 83 83 0 0 0 83
Italy 85 0 2 0 87 100 0 1 0 101
United Kingdom 29 1 0 0 30 29 1 0 0 30
Switzerland 13 3 0 0 16 16 0 0 0 16
Netherlands 8 0 2 0 10 9 0 1 0 10
Austria 13 0 0 0 13 16 0 0 0 16
Belgium 14 0 0 0 14 15 0 0 0 15
Nordic countries 15 0 0 0 15 14 0 0 0 14
Portugal 10 0 0 0 10 11 0 0 0 11
Poland 7 0 0 0 7 6 0 1 0 7
France 37 0 0 0 37 46 0 0 0 46
China 1 0 0 0 1 1 0 0 0 1
Czech Republic 7 0 0 0 7 8 0 0 0 8
Slovak Republic 1 0 0 0 1 1 0 0 0 1
Group Total 1,820 40 39 5 1,904 1,955 31 35 5 2,026

Table 42 Breakdown of employees by type of contract and geographical area

As set out in detail in Note 22 of the Notes to the Consolidated Annual Accounts of the Group at the end of December 2024, the list of employees broken down by professional category and gender is as follows:

31/12/2023 31/12/2024
Professional category Women Men Total Women Men Total
Directors 41 63 104 45 67 112
Middle management 89 101 190 98 106 204
Specialists / Professionals 605 454 1059 688 488 1176
Administrative/Manual
Workers
286 265 551 263 271 534
Group Total 1,021 883 1,904 1,094 932 2,026

Table 43 Breakdown of employees by category and gender (the category "Other" and "Undeclared" are not shown because all amounts are zero)

The following table shows the breakdown by gender within each professional category as a percentage of the total of the category. The increase of 1 percentage point of women in the category of middle management compared to the previous year is noteworthy, bringing us gradually closer to parity in this segment. Of the remaining categories, in Specialists/Professionals women are up two points and in Administrative/Manual Workers they are down 3 points.

31/12/2023 31/12/2024
Professional category Women Men Women Men
Directors 40% 60% 40% 60%
Middle management 47% 53% 48% 52%
Specialists / Professionals 57% 43% 59% 41%
Administrative/Manual
Workers 52% 48% 49% 51%
Group Total 54% 46% 54% 46%

Table 44 Breakdown of employees by category and gender in % (the category "Other" and "Undeclared" are not shown because all amounts are zero)

Additional indicators on the breakdown of workforce by professional category, age and gender are included in section 7.1 "Other social indicators".

5.2.8.Employee satisfaction and engagement (turnover and absenteeism rates)

Corporate volunteering

At Almirall, we channel the spirit of solidarity and encourage staff participation in social projects through a global corporate volunteering program designed in 2024, which will start in 2025. Aligned with the company's values and purpose, as well as with the sustainability policy, it includes social team-building activities that the company's areas and departments can carry out in collaboration with Fundación Áurea and other selected entities, as well as an individual volunteering day (8 hours) that staff can dedicate to approved organizations, selected from a regularly updated catalogue. This global program will start to be implemented in 2025 and will be progressively adapted locally in the subsidiaries.

As an example, this year the Sustainability Committee participated in a team-building activity with a positive environmental and social purpose and impact. To this end, we collaborated once again with Fundación Áurea and Fundación Espigoladors, to learn first-hand about the work they carry out. The Sustainability Committee had the opportunity to learn about the Alimentos Solidarios [Solidarity Food] project, which makes it possible for hundreds of families in vulnerable situations to eat healthily every week, while at the same time helping to reduce food waste, protect the environment and contribute to labor insertion. To this end, the members of the Committee participated, together with Fundación Espigoladors, in a harvest that prevented the waste of more than 450 kg of vegetables.

Almirall's corporate volunteering program not only reinforces its commitment to society, but also increases the workforce's sense of belonging and commitment to the company. It also fosters internal cohesion and develops skills and capacities essential for the social commitment, such as collaboration, teamwork, solidarity and empathy. As and when the program is rolled out in all the subsidiaries, we expect to see a significant positive impact on both communities and the workforce.

Staff turnover

Below is a breakdown of layoffs by country and gender, taking into account all layoffs regardless of the reason (voluntary and involuntary). The figures reported correspond to people who have an employment contract with any Group company and whose leaving date is between the first and last day of the year.

2023 2024
Country Women Men Total Women Men Total
Spain 69 55 124 52 51 103
Germany 13 16 29 32 18 50
United States 18 21 39 11 10 21
Italy 4 1 5 4 6 10
United Kingdom 7 7 14 3 6 9
Switzerland 1 1 2 5 1 6
Netherlands 3 0 3 2 0 2
Austria 2 0 2 2 1 3
Belgium 0 1 1 1 2 3
Nordic countries 2 1 3 1 0 1
Portugal 1 0 1 1 0 1
Poland 0 1 1 1 0 1
France 4 2 6 5 0 5
China 1 0 1 0 0 0
Czech Republic
and Slovakia
1 0 1 2 0 2
Group Total 126 106 232 122 95 217

Table 45 Total Almirall layoffs by country and gender

The table below shows the same % of turnover out of the total for each geographical area, divided between total turnover and unwanted turnover (in other words, voluntary departures).

2023 2024
Country Total
turnover
Unwanted
turnover
Total turnover Unwanted
turnover
Spain 7.4% 1.6% 5.9% 1.1%
Germany 8.1% 1.3% 10.4% 1.2%
United States 42.2% 5.3% 26.1% 8.7%
Italy 6.1% 0% 9.3% 4.1%
United Kingdom 33.4% 0% 35.5% 3.5%
Switzerland 11.7% 5.8% 35.5% 5.9%
Netherlands 17.1% 0% 21.2% 0%
Austria 13.9% 13.9% 19.1% 6.4%
Belgium 7.3% 0% 20.8% 0%
Nordic countries 9.2% 9.2% 6.9% 0%
Portugal 10.2% 0% 9.1% 0%
Poland 17.1% 0% 13.8% 0%
France 13.8% 0% 12.4% 7.4%
Czech Republic and Slovakia 13.5% 0% 23.3% 11.7%
Group Total 10.1% 1.8% 8.9% 1.8%

Table 46 Almirall staff turnover

The turnover rate was calculated by dividing the number of departures with permanent contracts by the average number of employees in each country during the year of calculation. The company understands as undesired turnover that which considers the layoffs that have had a negative impact on Almirall.

Since 2023, and in order to monitor monthly turnover in the company, a dashboard has been used that includes the % of (total and unwanted) turnover, benefiting us by providing a unified calculation for all countries in the same tool.

Absenteeism

Absenteeism data corresponds to the hours of absence recorded for reasons of sickness and/or occupational accidents for the financial years 2023 and 2024. The breakdown by country and gender is as follows:

2023 2024
Country/Hours (*) Women Men Total Women Men Total
Spain 54,648 24,224 78,872 67,512 34,128 101,640
Germany 9,264 8,520 17,784 8,896 9,976 18,872
Italy 504 816 1,320 456 312 768
United Kingdom 1,995 270 2,265 1,043 8 1,050
Switzerland 274 83 357 755 100 855
Netherlands 2,520 128 2,648 416 0 416
Austria 862 239 1,101 285 123 408
Belgium 480 15 495 975 53 1,028
France 1,547 189 1,736 4,984 1,981 6,965
Total Group Hours 72,094 34,484 106,578 85,322 46,681 132,002
% Absenteeism 3.0% 3.4%

Table 47 Absenteeism by country and gender

(*) Absence hours are not reported in the USA since local legislation does not allow them to be recorded. Nor are they reported for geographical areas with less than 15 workers on average (Netherlands, Czech Republic, Nordic countries, China, Portugal, Poland)

Absenteeism is monitored by means of a quarterly dashboard that includes the % of absenteeism (men/women) in a uniform way for all geographies.

5.2.9.Non-employees

Non-employees are considered to be all members of Almirall's workforce who provide services directly, regardless of their contractual relationship with the company. This includes, for example, individual contractors who contribute their labor, people employed by companies specializing in the provision of labor-related services, such as temporary employment agencies, as well as students on work placements.

In the event of discrepancy, the Spanish language version prevails.

At the time of writing, Almirall is working on the collection and incorporation of this data so that it can be included in coming years into the tables corresponding to disclosure requirements S1-13 and DP 84.

The management of non-employees is managed locally from each of the subsidiaries in which Almirall has a direct presence, and covers the different local requirements, mainly in terms of H&S. To date, we do not have a corporate tool enabling us to monitor these people in an aggregated manner.

Work has already begun to have a tool in place by 2025 that, among other functions, will enable us to monitor these staff globally, as well as a working guide to ensure that all non-employees linked to Almirall are covered by the same criteria.

5.2.10. Diversity and inclusion

Almirall's success is based on the knowledge, participation and engagement of its workforce. The company has recently launched a Diversity and Inclusion Program to highlight diversity and promote an inclusive work culture. Almirall currently employs professionals of 28 different nationalities and 53% of its workforce are women.

For more details of Almirall's commitments to diversity and inclusion, see section 5.2.2 "Policies related to own workforce" of this report. More details on the Equality Plan in terms of wages are provided in section 5.2.11 "Adequate wages" of this report.

The breakdown of the company's total employees by age range and gender in number and percentage is presented below:

31/12/2023 31/12/2024
Age Women Men Total Women Men Total
< 30 73 65 138 75 71 146
30 - 50 557 407 964 605 452 1057
> 50 391 411 802 414 409 823
Group Total 1,021 883 1,904 1,094 932 2,026

Table 48 Breakdown of workforce by age and gender

31/12/2023 31/12/2024
Age Women Men Women Men
< 30 53% 47% 51% 49%
30 – 50 58% 42% 57% 43%
> 50 49% 51% 50% 50%
Group Total 54% 46% 54% 46%

Table 49 Breakdown of employees by age and gender %

Equality Plan 2021- 2024

The Equality Plan in Spain, the first of which was signed in May 2009, aims to continue advancing equal opportunities regardless of gender. The aim is to implement actions to prevent any form of gender discrimination, whether direct or indirect, at Almirall. These actions are integrated into all areas where the company operates, and monitoring systems are set up to ensure compliance with the plan in the long term.

Under the supervision of the Chief People & Culture Officer, the plan aims to achieve real gender equality in the company, whilst also contributing to this goal in society in general.

In order to give continuity to the actions included in the previous plan, the need to negotiate a new one was established, which was approved in February 2020 for a period of four years. This plan was negotiated and agreed by the Equality Negotiating Committee, set up in 2019, which is responsible for monitoring and assessing compliance with the equality actions agreed with Almirall.

The actions contemplated in this plan apply to all personnel of the Almirall Group companies in Spain, as well as to workers who provide services through Temporary Employment Agencies in these companies.

As of next year, there will be a new Equality Plan that will be applicable for the next four years, 2025-2028, to which a minimum of 15,000 euros will be allocated for the adoption of these new actions during the year 2025.

The evaluation of the 2021-2024 Equal Opportunities Plan has revealed a positive trend towards equal opportunities and non-discrimination on the grounds of sex. The main qualitative results of this evaluation are as follows:

  • In the area of access to employment: selection and hiring: Of all new hires in the last 4 years, 55% have been women compared to 45% who have been men, with a higher rate of hiring in corporate teams and sales networks. In industrial sites, on the other hand, most new hires have been men.

In the event of discrepancy, the Spanish language version prevails.

  • In the area of professional classification and promotion: Following the job evaluation methodology, each new position is defined within the current job map, eliminating factors that correspond to stereotypes and gender roles. In the area of promotion, this commitment is demonstrated by a higher rate of female promotion in Senior Leadership positions (grade 11 and above) (10 women and 5 men promoted in recent years).
  • In the area of communication: The inclusive language manual has been developed and published, along with the corresponding training, and a significant change is being observed in the communications made.
  • Labor conditions: As a minimum, the conditions set out in the General Collective Bargaining Agreement for the Chemical Industry apply, and are improved on through agreements with the legal representation of workers.
  • In the area of remuneration: Work has been ongoing to ensure that the wage review process complies with the principle of non-discrimination on the grounds of gender. Remuneration records are kept in order to see the pay gap between positions of equal value and to define actions, in addition to carrying out wage audits, obtaining a favorable result that verifies there is a remuneration practice that is not gender-biased.
  • In the area of work-life balance: Actions have been implemented in relation to flexible working hours, establishing a timetable for on-site working, working on the smart meetings project and achieving a hybrid work model, as well as legally extended measures in terms of breastfeeding, childcare and paid leave for parents in cases of birth, adoption or dependents.
  • In the area of awareness-raising and training: New training courses have been added to the existing ones on equality and diversity, such as "communication and inclusive language" and "prevention and intervention against sexual harassment", the latter being run in-person at the pharmaceutical and chemical plants. Furthermore, awareness-raising campaigns have been carried out on family coresponsibility, women's health and various actions for the international days of 11 February, 8 March and 25 November.
  • In the area of prevention of sexual harassment and gender-based violence: Specific measures have been put in place, including a protocol for dealing with sexual harassment and gender-based violence, which is periodically reviewed to ensure that it is functioning correctly; the corresponding training and webinars are also offered.

In general terms, the objectives set out in the 2021-2024 Equality Plan have been satisfactorily achieved, with most of the actions having been successfully implemented. With a view to next year, a new diagnosis will be carried out to ascertain the company's situation and to continue working on the eradication of any inequalities in treatment or opportunities that have no objective justification.

Inclusive Language Manual

In order to ensure equal opportunities, regardless of gender, in the workplace, and with the conclusions of the diagnosis of the Equality Plan, this guide, in force since March 2023, promotes the use of inclusive language. It aims to provide a communication strategy that applies to internal and external processes, ensuring equal treatment and opportunities for all employees.

This manual seeks to avoid expressions with negative connotations and those that perpetuate gender stereotypes, as well as the use of the generic masculine and terms that may be falsely inclusive.

It also addresses the use of images, ensuring that all images reflect equality between women and men. Examples and good practices are also included that illustrate these concepts.

The alternatives proposed throughout the manual are simple and easy to implement in everyday life, and represent a transformative effort both for the internal reality of the company and its members and for the image we project externally.

An e-learning course with the main content of the inclusive language manual is also offered, which is mandatory for people with an impact on communications on the intranet.

A significant change has been appreciated in the communications made by the organization following the adoption of these actions, always using inclusive language.

In the event of discrepancy, the Spanish language version prevails.

Employment and inclusion of people with functional diversity

Almirall is highly committed to employing people with disabilities. At present, there are different collaboration agreements in effect with different Special Work Sites, Entities and Foundations, and we also work proactively to promote and/or facilitate the hiring and integration of this group.

In accordance with the main general legal provisions in force intended to address the rights of people with functional diversity, Almirall meets the compliance requirements through the reserve quotas established by law in each of the countries where it has a work center, or through exception certificates and according to the different circumstances that arise in the Group's companies.

With regards to the measures to guarantee universal access for people with any type of functional diversity in workplaces in Spain, those buildings with building permits prior to 12 September 2010 must adapt to the current regulations whenever extension, modification, reform or rehabilitation works are carried out (in accordance with the Third Transitional Provision of Spanish Royal Decree 173/2010, of 19 February).

With regards to the Sant Andreu de la Barca center (Pharmaceutical Production), this site complies with the regulations applicable at the date of construction and has been brought into line with current regulations in those areas where there has been a refurbishment. Specifically, when the offices were refurbished as part of the "Flexible Work Place" project in 2018, they were brought into line with the regulations in force at the time. As regards the chemical production building, it complies with the regulations applicable at the date of construction. A refurbishment according to the "Flexible Workplace" project is planned for 2026 and the offices will be made suitable for people with reduced mobility.

The Sant Feliu de Llobregat Center (R&D Site) complies with the regulations applicable at the date of construction and has been brought into line with current regulations in those areas where there has been a refurbishment. In particular, the D building (administrative building) is currently being refurbished and will be brought up to current standards.

At the Headquarters (Ronda General Mitre), although it complies with the regulations applicable at the date of construction, an analysis and planning of works has been carried out in order to voluntarily adapt to current regulations. These works to enable the normal operation of the building are planned in 5 phases, the first of which will begin in 2026. Finally, at the Sant Celoni and Sant Andreu de la Barca chemical plants, the analysis of the works required to bring them into full compliance with current regulations is expected to begin shortly.

Finally, at the Sant Celoni chemical plant, the building complies with the regulations applicable at the date of construction. A refurbishment according to the "Flexible Workplace" project is planned for 2027 and the offices will be made suitable for people with reduced mobility.

The Group employs the following collective with an accredited degree of functional diversity, together with their percentage compared to the Group's total number of employees:

2022 (1) 2023 (1) 2024 (1)
Total functional diversity personnel 37 36 40
Women 26 25 23
Men 11 11 17
% of Group total 2.0% 1.9% 2.0%

Table 50 Workforce with functional diversity

(1) Information from the US subsidiary is not available due to data privacy regulations.

5.2.11. Adequate wages

Almirall's compensation programs pursue a culture of high performance, with compensation and benefit plans based on external competitiveness and internal equity according to the level of contribution by the job position held and the performance of each employee. Sector wages are continuously analyzed in order to remain competitive in each and every market in which we operate and to offer attractive social benefits that are aligned with local practices. In turn, both the unadjusted and adjusted gender pay gap is calculated annually, and the results are made transparent in the annual Sustainability Report. The calculation of the pay gap is explained in section 5.2.16 "Pay Equity Criteria and Pay Gap at Almirall".

There is a firm commitment to gender pay equity, which is reflected in the ESG objectives, as well as to guaranteeing a decent and adequate wage in each and every country where Almirall operates.

The principles of Almirall's Compensation Policy, inspired by the company's values, govern compensation and benefits activities and, as a result, compensation decisions:

  • Fairness: compensation programs are designed to ensure fairness and equity.

In the event of discrepancy, the Spanish language version prevails.

  • Competitiveness and commitment: Almirall offers a competitive and relevant compensation package to all the company's employees, recognizing their role and contribution, taking into account the external market and performance.

Currently, salary bands are based on Willis Towers Watson salary surveys of the pharmaceutical sector for each of the countries where Almirall has a presence. Also, in Spain, salaries are linked to the collective bargaining agreement of the Chemical Industry, affecting 94% of the workforce in Spain. Senior Leadership grade 11+, is excluded from this regulation.

For the rest of the workers, located in other countries, the salary bands are above the minimums established by local Collective Agreements. Salary bands are updated regularly to keep pace with inflation increases in the markets where Almirall competes.

Almirall employees are offered the opportunity to contribute to the future success of the company regardless of where they are located within the organization. The focus is on performance to achieve the goals and behaviors necessary to achieve positive outcomes for the Company and for our patients.

The different remuneration packages or compensation programs are designed to be understandable and simple. The same principles are applied consistently under the same framework and governance. Just as there are different roles within Almirall, we recognize that the markets where we compete are different and the compensation packages vary, taking into account local relevance, but also without losing global consistency.

In 2022, the organizational structure of job positions was reviewed under the Equal project, the main objective of which was to establish a solid foundation on which the Compensation and Benefits strategy and some of the key People & Culture processes are linked. This structure is based on a Global Job Map of the company along with its governance and job titles associated with each grade (level of contribution within Almirall). As a basis for transparency, each employee was informed of the grade (contribution level) and title of their position according to the new policy. The next step of this project was to create standardized salary structures by region and level of contribution, to review short-term incentives and the compensation policies in order to link them to this structure.

This project for the correct valuation of jobs is in line with the new legislation in Spain (Royal Decree 902/2020) on equal pay for men and women, and is further evidence of the company's commitment to equality. This commitment is also demonstrated in the Equality Plan that Almirall has had in place since 2009, updated in 2020, as well as in the appointment of an equality agent who will monitor all the positive actions proposed within it.

The objectives of the plan include promoting and improving access to senior positions by women, as well as preventing discrimination in hiring and gender-based pay.

Almirall regularly analyses the valuation of the different job positions, as well as the performance of each person, in order to recognize the performance of each one of them through the annual salary increase process. In addition, the various benefit programs allow employees to tailor their compensation package to the specific needs of each individual and their families.

5.2.12. Social protection

All Almirall employees have social protection, either through public schemes in their respective countries or also, in a complementary manner, through different mechanisms (supplementary benefits, social benefits, etc.). These mechanisms are intended to protect the loss of income arising from specific situations such as illness, accident, unemployment, childbirth leave or retirement. These benefits are aligned with the local legislation and practices in each country where the company operates.

The following table shows the casuistry for each country, according to each situation:

Social
Protection
Sickness Unemployment Accident at work Parental Leave Retirement
State
Protecti
on
Comp
any
social
benefi
ts
State
Protecti
on
Compan
y social
benefits
State
Protecti
on
Compan
y social
benefits
State
Protecti
on
Compan
y social
benefits
State
Protecti
on
Compan
y social
benefits
Spain X X X X X X X X X
Germany X X X X X X
United States X X X X X X X
Italy X X X X X
United Kingdom X X X X X
Switzerland X X X X X
Netherlands X X X X X X
Austria X X X X X X X X
Belgium X X X X X
Denmark X X X X X
Norway X X X X
Sweden X X X X
Portugal X X X X X X
Poland X X X X X X
France X X X X X X
China X X X X
Czech Republic X X X X X
Slovak Republic X X X X

Social Benefits

Within social benefits, Almirall has several products and services that can be divided into three main groups: well-being, finance and subsidies and prizes.

Those benefits focused on well-being include the payment of a life insurance policy for all internal employees managed by Generali, as well as a private health insurance policy for all employees with permanent contracts. In addition, all Almirall Spain facilities offer a number of initiatives such as a medical service, a gym, a restaurant and free fruit two days a week. We also offer travel insurance for all those people who need to travel.

All financially-related benefits are focused on improving and helping all staff to achieve financial security to the best of each person's capabilities. A flexible compensation plan is offered, including several products that can be contracted (health insurance, life insurance extension, training, transport vouchers, childcare vouchers and a collective savings insurance) as well as an exclusive discount club for the whole group. We also have advantageous agreements with several banks, and a financial well-being plan that gives talks every October to help those interested in improving their finances.

Finally, grants and premiums are also offered to the entire community. Amongst these grants, we would highlight school grants, loans or bonuses for marriage/partnership or birth and adoption, among others. Grants are also offered for the purchase of electric or hybrid vehicles and seniority bonuses are offered for those who have been with the company for more than 10 years.

5.2.13. Talent development and training

Talent recruitment

Almirall internalized the recruitment model by building a highly skilled team of recruiters who carry out the hiring process from start to finish, from the identification and attraction of passive candidates to the evaluation of these candidates for the different positions. This proactive approach to recruiting ensures the existence of a pool of talented candidates and helps make it simpler to track them and to hire the best candidate for each position.

In the event of discrepancy, the Spanish language version prevails.

In order to increase the company's ability to attract talent, a Referral Program was developed and implemented in May 2017. This program allows workers to recommend their best contacts for Almirall vacancies. As an incentive, if a recommended candidate is ultimately hired, the worker who made the recommendation receives a financial reward. It's a good way of reaching candidates who fit the company's needs in terms of both business and organizational culture, and of encouraging the workers themselves to recommend the company as a good place to work and develop professionally. It also serves as a good letter of introduction that makes highly talented individuals interested in participating in the Group's hiring processes. In the last 4 years of the program, of the selection processes carried out, 34 processes have been filled with referenced applications (7 in 2022, 7 in 2023 and 15 in 2024).

The hiring process is robust and consists of several steps according to the level of the organization. These steps guarantee quality hiring that aligns with Almirall's corporate culture and values.

When it comes to evaluating applications, there are three assessment levels: Basic, Silver and Gold, coordinated by the Global Talent Acquisition team:

  • The Basic assessment is used when hiring specialists and entry-level positions and consists of a technical screening, a skills-based interview, another technical interview conducted by the leader, a practical job-related test that is optional, and lastly, a language test, plus a reference check.
  • The Silver assessment is used when hiring for mid-level positions and consists of a technical and motivational screening, a technical interview and another that is skills-based, a case study or presentation on a specific topic, which is obligator, a role-play, a language test and a reference check.
  • The Gold assessment is used when hiring executive-level positions and consists of a skills-based interview, a case study or presentation on a specific topic, which is obligatory, a role-play, an English test, a reference check and interviews with key stakeholders of the position.

The case study or presentation on a specific topic makes it possible to assess both skills and entrepreneurial vision, communication, influence, innovation and strategic vision. The role-play, on the other hand, makes it possible to evaluate leadership skills and results orientation, among other qualities.

In-house workers are a priority

When selecting candidates, meritocracy and cultural diversity are advocated in all hiring processes, as diversity and inclusion are part of Almirall's DNA. For example, there are employees of 40 different nationalities, which allows the company, among other things, to be more innovative and productive and to benefit from different points of view that ultimately impact business results.

Furthermore, Almirall firmly believes in giving workers the opportunity to progress in their careers within the company. Thus, whenever a new vacancy is available it is always posted on the internal opportunities portal and a summary of all positions is made on the intranet every 15 days. In this way, priority is given to workers so they can enjoy a long career and professional development within the company.

Key talent management processes

The annual Performance Appraisal process, referred to internally as GPS (Go, Perform, Succeed) is modern, simple and transparent and adapted to the current and future demands of the work environment. At Almirall it is important not only to achieve the set objectives, but also to do so in a way that promotes our culture and values.

This process is key to ensuring that the workers' objectives are aligned with Almirall's strategy, whilst at the same time fostering professional development through enriching conversations, promoting a culture of continuous feedback and thus reinforcing an environment of mutual trust.

The objectives are set at the beginning of the year and can be both individual and team objectives. Throughout the year, frequent meetings called Continuous Feedback Meetings are held so that workers and their leaders can discuss the progress of their objectives and provide feedback to each other; also, key objectives and behaviors can be adjusted halfway through the year in order to attain them, if deemed necessary. At the end of the year, a formal performance appraisal is conducted which includes a review of the objectives achieved and the behaviors demonstrated in doing so.

This process, especially through the feedback conversations, also enables workers to gain a clearer picture of the personal aspects to be strengthened and developed. Thus, they can set objectives in an individual development action plan agreed with their leader and known internally as MiD (My Development). It is drawn up and regularly reviewed by the worker with the guidance of her/his direct leader, focusing on learning from the defined development actions.

In the event of discrepancy, the Spanish language version prevails.

The number of employees who have taken part in the performance appraisal process (GPS) are listed below:

Category Gender 2024
Women 47
Directors Men 68
Women 99
Middle management Men 106
Women 679
Specialists / Professionals Men 497
Women 300
Administrative staff/Workers Men 280
Women 1,125
Group Total Men 951

Table 51 Participation in the performance appraisal process

The annual Talent Review and Succession Planning process is key to identifying critical internal talent, in which the following aspects are analyzed strategically, department by department:

  • Business challenges and organizational needs related to the workers.
  • Current and future organizational structure.
  • Identification of talent with high potential (High Potentials) or who are essential to the company for their knowledge (Exceptional Contributors), as well as emerging talent to continue developing as future high potentials in the organization (Rising Stars). In addition, key talent that has been Recently Promoted is also identified.
  • Current and future development plans.
  • Succession planning for key positions and possible successors for the future.

Training and development plan

As said above, Almirall's culture is based on corporate values and the Purpose. Therefore, the training and development of workers plays such an important role in daily operations, representing a strategic and priority focus in the company's corporate agenda.

Training and development at Almirall is fundamental to ensuring that employees are prepared and have the necessary tools and skills to give the best of themselves, generating a clear return on investment for the company. Training and development is based on the "70:20:10" learning model, which states that 70% of learning is based on experience, 20% on interaction with peers and 10% on structured training.

The aim of the training and development model at Almirall is to strengthen workers' competences and skills, promoting a culture of continuous learning and development. This approach provides a positive experience, preparing everyone to perform their tasks and achieve objectives efficiently.

Training plan

Each year, an annual online and in-person training plan aligned with Almirall's strategy and values is presented. Each worker adapts this plan to his or her annual development needs, aligning it with his or her individual development action plan, known as MiD (My Development).

The annual training plan aims to offer a variety of training courses, both online and in-person, to help prepare workers for the different stages of their professional careers. This plan is directly aligned with Almirall's strategy and values.

This training plan is presented to the entire company in four categories to facilitate the search for training courses and to organize the offer. These categories are: Culture and Values, Business, Technological Tools and Languages. The training is carried out in different formats to facilitate the participation of employees in them in a flexible way according to their needs: In-person, online, blended and e-learning.

  • Culture and values: Training focused on developing our associated values and behaviors:
    • o Capacity/skills building: The main purpose of this training is to develop critical skills to ensure the success of Almirall's results, such as feedback, change management, emotional

In the event of discrepancy, the Spanish language version prevails.

management and well-being. In this category, there is also training on how to make the most out of the My Contribution and My Development processes. In 2024, feedback training has been especially promoted under the "Radical Candor" model aligned with Almirall's culture, with the aim of promoting a culture of continuous and transparent feedback.

  • o This section also includes the critical and essential training that all workers must complete, as these are contents that also have a direct impact on Almirall's culture, such as training on the Code of Ethics and Anti-corruption, Health and Safety or Diversity and Inclusion.
  • Business: Training focused on developing technical skills and expertise:
    • o Functional specialization training: Training focused on increasing the technical and specific skills necessary to fulfil the responsibilities in each of the functional areas of the company. This category contains specific training for finance specialists, product training for sales teams, as well as training related to scientific topics for R&D professionals and the Industrial Operations area, among many others.
    • o Technical training for non-experts: Training focused on broadening business knowledge for non-experts, such as, for example, finance for non-financial staff, Almirall strategic products and project management.
  • Technological Tools: Training focused on developing the technological skills necessary to operate with greater efficiency and agility using the new tools available. Some examples are: Microsoft databases such as tips for working in Excel or Power BI training, as well as those for the Smartworkplace. With this, training sessions have been introduced on key technology tools for today and the future, such as the Teams application and innovative Microsoft Office tools such as digital notebooks, OneDrive and online to-do list management.
  • Languages: In 2024, Almirall implemented a global language program to foster the development of communication skills in the Company's main languages: English and Spanish. In this program, workers can attend group or individual classes according to their learning needs and objectives. Thus, the company also fosters cooperation among the workers of different subsidiaries. Almirall also has a language program for relocations, so that we can help these workers to adapt by fostering knowledge of the local language.

It should be noted that several of the training courses in the training plan are run by in-house trainers, experts in their area of knowledge. Having in-house trainers has a threefold objective:

  • To develop these people in skills that are critical and necessary for sharing their knowledge (presentation, listening, feedback and teaching skills, among others).
  • To recognize their knowledge and make it visible to the teams.
  • To capitalize on internal knowledge and extend it to the other employees, thus increasing collaboration and synergies between teams.
2022 2023 2024
Category Gender Hours Average
duration
of
training
action
Average
hours
of
training
Hours Average
duration of
training
action
Average
hours
of
training
Hours Average
duration
of
training
action
Average
hours of
training
Directors Women 166 1.7 5.9 1,209 4.5 30.2 993 2.6 24
Men 413 1.9 7.6 2,219 4.0 34.0 1,217 2.0 19
Middle
management
Women 1,399 1.5 14.4 3,540 3.4 39.6 2,826 2.1 30
Men 1,568 1.4 14.3 3,299 3.0 33.1 3,282 2.3 31
Specialists
/
Professionals
Women 9,500 1.7 16.0 19,132 2.3 32.1 29,073 2.4 44
Men 5,674 1.4 12.6 15,181 2.5 33.6 20,041 2.2 42
Administrative
staff/Workers
Women 3,471 2.0 13.4 10,324 3.4 36.5 6,732 2.9 24
Men 4,715 3.5 21.3 7,307 3.0 28.0 7,899 3.9 30
Group Total 26,906 1.8 14.8 62,211 2.8 33.0 72,061 2.5 36

Finally, shown below are the total number of hours of training provided, the average duration of each training activity, as well as the average number of training hours per worker:

Table 52 Hours of training by category and gender

The variation in the number of training hours shown in 2024 is mostly due to the implementation of the new global language program this year and the mandatory Code of Ethics training. Whilst key initiatives from

In the event of discrepancy, the Spanish language version prevails.

previous years such as "Radical Candor", "Smartworkplace", DAMA, and local job-related technical training have been maintained.

Work is currently underway on a project to transform the strategic training model, which will provide Almirall with a single platform from which workers will be able to consult all the available training and receive training via the platform. This will result in the following:

  • Internal functions that manage training will have the opportunity to homogenize a global structure of content, creating topics and programs with clear content, learning communities, and establishing synergies to get closer to the business needs.
  • Workers will have access to cutting-edge technology (artificial intelligence) to identify training according to each person's development interests, in addition to the training assigned by the company. It will also further boost the learning culture, democratizing training for workers regardless of their location.

Self-knowledge plan

At Almirall, we offer a self-knowledge program designed to enable employees to identify and understand their strengths and areas for improvement. To do this, we use tools such as Insights, 360 Feedback and Coaching, among other resources, to foster a stronger personal knowledge. These tools not only help workers to become more aware of their capabilities and development opportunities, but also promote an environment of continuous growth and professional improvement.

Development plan

Almirall articulates its offer of development programs for critical internal talent under the nomenclature of KNOWMADS, and there are two types in particular:

Core programs: aim to develop key capabilities, promote innovation and entrepreneurial vision, and expand knowledge for critical internal talent. There are 3 types of these:

  • 1) FLOW
  • Audience: High Potentials and Exceptional Contributors of grade 11 or above.
  • Objective: Develop business-critical capabilities.
  • 2) GROW
  • Audience: Exceptional Contributors of grades 10 and below.
  • Objective: Promote innovation and business vision.
  • 3) GLOW:
  • Audience: Rising Stars
  • Objective: Expand the acquisition of business knowledge.

Coaching Program: Aimed at all groups identified as critical internal talent, this program offers unlimited coaching sessions for a determined period of time, with the objective of strengthening their skills and abilities, facilitating their professional and personal development so that they can contribute significantly to the growth and success of the organization.

As for the training of non-employees, such as students on work placements and external staff, they are evaluated using qualitative processes adapted to their particular situation. For students on work placements, the assessment is carried out by their line managers as part of their training process. On the other hand, consultants are evaluated on the basis of the results obtained in their projects, according to previously established metrics. It should be noted that these groups do not participate in the GPS evaluation processes mentioned above.

Recognition of merit (Awards)

The aim of Almirall's Awards and Recognition Program is to continue driving culture forward, reinforcing achievements consistent with our Purpose and our new values, which are our guide to how we want to engage, collaborate and lead our teams.

The program has four recognition initiatives: Purpose Awards, Values Awards, Contribution Awards and the Bravo Program. The Purpose, Values and Contribution Awards have a monetary prize.

Both the Purpose Awards and the Values Awards have a process for identifying winners each year, and the awards ceremony is held during Almirall's annual Leadership meeting, attended by the company's Top 100

In the event of discrepancy, the Spanish language version prevails.

Leaders. After the ceremony, the winners are shared with the entire organization through our internal channels and are also made public externally so that the recognition of the winners is highly visible.

  • Purpose Awards: Almirall's teams have the opportunity to present projects that have or have had a significant impact on our Purpose. This not only encourages the initiative to present initiatives, but also the employee's knowledge of the different projects. At the end of the process, the employee votes for his or her favorites.
  • Values Awards: Everyone at Almirall has the opportunity to identify candidates for this award. It is a highly participatory process, at the end of which the 20 finalists are identified so that employees can vote for their favorites.
  • Contribution Awards: Each Area and Market Company recognizes exceptional contributions above and beyond their annual targets.
  • Bravo: Each partner can recognize a colleague for a job well done and/or a collaboration that would not have been possible without his or her help. Bravo helps to reinforce a closer and more emotional connection between Almirall employees and encourages them to continue giving the best of themselves on a daily basis.

5.2.14. Safety, health and wellbeing

Risk management related to the health, safety and well-being of workers

The prevention and environmental management system is formally implemented and certified at the centers and with the activities indicated above in section 4.1.1 "Occupational Health, Safety and Environment Policy". At international subsidiaries beyond the scope of this certified system, occupational health and safety is managed locally, in accordance with the legal requirements applicable in each case.

At corporate level, Almirall has a Health and Safety Team which reports to the Global Sustainability Executive Director, who in turn reports to the Chief People & Culture Officer. This team has three full-time staff members and is complemented in the different areas and work centers by the participation of other employees with specific functions assigned to management of occupational safety on a part-time basis.

Occupational health and safety is an objective of the company as a whole, and therefore responsibility for achieving it is shared by all Almirall's employees, regardless of their level or role.

Almirall has an integrated occupational health and safety, environmental and energy management system (see section 4.1.2 "Almirall's integrated management system" for further details). Almirall was one of the first companies, in general, and one of the first chemical-pharmaceutical laboratories, in particular, to obtain certification of its system according to the new ISO 45001:2018 standard, which replaces the previous OHSAS 18001:2007, for which it has held certification since 2007. Currently, this certification covers all of Almirall's operational centers and activities in Spain and Germany, representing 82% of the average total number of staff. The remaining 18% corresponds to the commercial subsidiaries in the rest of the countries where Almirall has smaller offices, and where safety management is not certified, but rather the legally required management criteria are applied directly in each case.

With regards to non-employees, the coverage of the management system certified according to ISO 45001:2018 applies equally to 100% of the non-employees at Almirall's operational centers in Spain and Germany. In the rest of the countries where Almirall has work centers, the legally required management criteria are applied directly in each case.

Almirall has a series of established and implemented due diligence processes and procedures that it continuously updates to ensure that the prevention and environmental management system is appropriate, adequate and effective.

In the area of occupational health and safety, several relevant aspects deserve to be highlighted. These include risks and opportunities as well as the occupational risk assessment. Legal and other applicable requirements are also considered. Training is a crucial component, as is the participation of and communication and consultation with workers.

Document management and change control are essential for maintaining the integrity of the system. Priority areas are industrial safety in equipment and installations, together with the control of work with special risks. Attention is also paid to the control of suppliers of works and services and to the road transport of dangerous goods.

In the event of discrepancy, the Spanish language version prevails.

Emergency plans are designed in order to respond effectively to critical situations. Audits and Management's review of the management system ensure continuous improvement. Finally, the management of incidents, nonconformities and corrective actions is fundamental to maintaining a safe and healthy work environment.

In 2024, a number of preventive and health promotion activities for workers were carried out, including the following:

  • 4,252 hours of training were delivered, representing a 32% decrease compared to the 6,279 hours in 2023. There were 1,562 attendances at these training sessions compared to 2,036 in the previous year. Furthermore, 396 editions of course were held, which is 31% less than the 650 editions held in 2023.
  • In terms of corrective and improvement actions, 330 actions were properly managed, an increase of 58% compared to the 209 actions in 2023. 188 occupational risk assessments were carried out, an increase of 21% compared to 156 assessments in the previous year. These assessments included 106 workplace assessments, 19 workstation assessments, 27 assessments for occupational safety, 35 for industrial hygiene and 1 ergonomics assessment.
  • 432 suppliers of works and services were approved in terms of health and safety to carry out work at Almirall centers, an 12% increase compared to 386 suppliers in 2023.
  • There were also 83 monitoring and control activities performed, a reduction of 31% compared to 120 activities in 2023. These activities included 40 self-inspections, 21 other inspections, 12 visits by Management, 2 supplier audits, 1 observation and 7 internal and external audits.
  • 66 incidents and 75 non-conformities were reported, investigated and properly assessed, representing 20% fewer incidents and 142% more non-conformities compared to 2023. Finally, 1,225 medical checkups of employees were performed (an 8% increase compared to the 1,136 check-ups in 2023).

Accidents at work (Own workforce)

The tables in this section summarize the main statistical data on accidents at the different Almirall centers for the 2022, 2023 and 2024 financial years. As can be seen, compared to the 2023 data, in 2024 there has been a 40% reduction in the number of accidents with disability leave at work (9 in 2024 vs 15 in 2023):

  • Incidence rate: in 2024 it decreased by 43% globally (4.4 vs. 7.7). In 2024 there were no accidents at the Headquarters, nor in the Sant Feliu R&D site, or any of the commercial subsidiaries, except in Spain, where there was one minor accident. Accident rates have decreased at all industrial sites.
  • Frequency rate: in 2024, this decreased by 45% (2.2 vs 4.0), applying the same considerations here as for the incidence rate.
  • Severity index: in 2024, the severity index decreased by 13% (0.07 vs 0.08).

It is important to note that, taking as a reference the official accident rate data for the last period published by the Ministry of Labor, Migration and Social Economy, the incidence rate of accidents with disability leave in 2024 was 76% below the level of the Industry Sector, Pharmaceutical Products Manufacturing Division (4.4 vs 18.2). Likewise, the severity rate of accidents resulting in disability leave in 2024 was 92% below the level of the Industry Sector, Manufacturing Industry Division (0.07 vs 0.91).

The tables in this section summarize the main statistical data on accidents at the different Almirall centers for the 2022, 2023 and 2024 financial years. Accident data disaggregated by gender of the workers employed in the company are also shown, with an indication of the incidence, frequency and severity rates.

General data Disability leave
Center Average
workforce
(1)
Hours
worked
(2)
Accid. Days lost II (3) IF (4) IG (5)
Headquarters 329 639,168 0 0 0 0 0
Sant Feliu R&D Center 195 372,600 0 0 0 0 0
Sant Andreu Pharmaceutical Plant 451 877,248 9 91 19.9 10.3 0.10
Reinbek Pharmaceutical Plant 121 262,387 2 68 16.5 7.6 0.26
Chemical plants 72 140,488 1 3 13.8 7.1 0.02
Commercial subsidiaries 701 1,298,715 1 46 1.4 0.8 0.04
2022 Total 1,869 3,590,606 13 208 7.0 3.6 0.06
Women 1,010 1,938,927 9 29 8.9 4.6 0.01
Men 859 1,651,679 4 179 4.7 2.4 0.11

Table 53 Accident rate of Almirall Group workers in 2022

General data Disability leave
Center Average
workforce
(1)
Hours
(2)
worked Accid. Days lost II (3) IF (4) IG (5)
Headquarters 344 677,216 0 0 0 0 0
Sant Feliu R&D Center 208 409,008 1 8 4.8 2.4 0.02
Sant Andreu Pharmaceutical Plant 465 926,816 8 257 17.2 8.6 0.28
Reinbek Pharmaceutical Plant 127 274,623 3 27 23.6 10.9 0.10
Chemical plants 73 143,416 1 48 13.7 7.0 0.33
Commercial subsidiaries 730 1,359,729 2 34 2.7 1.5 0.03
2023 Total 1,947 3,790,808 15 374 7.7 4.0 0.10
Women 1,051 2,047,036 8 251 7.6 3.9 0.12
Men 896 1,743,772 7 123 7.8 4.0 0.07

Table 54 Accident rate of Almirall Group workers in 2023

General data Disability leave
Center Average
workforce
(1)
Hours worked
(2)
Accid. Days lost II (3) IF (4) IG (5)
Headquarters 377 744,736 0 0 0 0 0
Sant Feliu R&D Center 223 427,608 0 0 0 0 0
Sant Andreu Pharmaceutical Plant 479 946,000 5 242 10.4 5.3 0.26
Reinbek Pharmaceutical Plant 156 297,362 2 18 12.8 6.7 0.06
Chemical plants 76 149,088 1 22 13.2 6.7 0.15
Commercial subsidiaries 744 1,494,936 1 6 1.34 0.67 0.004
2024 Total 2,055 4,059,730 9 288 4.4 2.2 0.07
Women 1,110 2,192,254 3 126 2.7 1.4 0.06
Men 945 1,867,476 6 76 6.4 3.2 0.04

Table 55 Accident rate of Almirall Group workers in 2024

1) Average number of workers in the period.

2) Number of planned hours worked + number of overtime hours – number of absence hours

3) Incidence rate: number of accidents per thousand workers.

4) Frequency rate: number of accidents per million hours worked.

5) Severity rate: number of days lost per thousand hours worked.

All reported accidents are minor. There have been no serious, very serious or fatal incidents.

Through the occupational health and safety management system and the identification, evaluation and control mechanisms, no workers with a high incidence or high risk of occupational diseases have been identified. No occupational diseases were identified and reported in 2024.

Accidents at work (Non-employees)

The tables in this section summarize the main accident statistics for non-employees at work centers located in Spain7 :

General data Disability leave
Center No.
of
employees
Hours worked
(6)
Accid. Days lost II (7) IF (8) IG (9)
Workers
of
construction
and
service
contractors (1)
3,732 6,538,464 2 42 0.5 0.3 0.01
Temporary agency workers (2) 65 113,880 0 0 0 0 0
Scholarship holders (3) 80 134,400 0 0 0 0 0
2024 Total 3,877 6,786,744 2 42 0.5 0.3 0.01
Women (4) 2,094 3,664,842 1 34 0.5 0.3 0.01
Men (5) 1,783 3,121,902 1 8 0.6 0.3 0

Table 56 Accident rate for the year for non-employees of the Almirall Group

1) Average number of workers in the period, accredited by approved contractors to be able to perform work at Almirall's centers.

2) Number of workers accumulated during the year.

3) Number of workers accumulated during the year.

4) It is considered to be 54% women, the same as with Almirall's workforce.

5) It is considered to be 46% male, the same as with Almirall's workforce.

6) Number of theoretical hours worked.

7) Incidence rate: number of accidents per thousand workers.

7 With regards to the information on accidents at work of non-employees, 2023 is the first year that it is reported, and only for Almirall's centers and activities in Spain, which represent approximately 65% with respect to the company as a whole, in terms of the number of workers employed.

In the event of discrepancy, the Spanish language version prevails.

  • 8) Frequency rate: number of accidents per million hours worked.
  • 9) Severity rate: number of days lost per thousand hours worked.

All reported accidents are of a minor nature, i.e. none are serious, very serious or fatal.

Through the occupational health and safety management system and the identification, evaluation and control mechanisms, no non-employee with a high incidence or high risk of occupational diseases has been identified. No occupational diseases were identified and reported in 2024.

Consultation and participation of workers

In general, at Almirall's work centers in Spain with 50 or more employees, a Health and Safety Committee has been established as a joint and collegiate participation body for regular and periodic consultation of the company in matters of occupational risk prevention. The Health and Safety Committee is formed by the Prevention Delegates, on the one hand, and by representatives of the company in a number equal to that of the Prevention Delegates.

On the other hand, at the Almirall Germany center (Reinbek) the so-called ASA Committee (Occupational Safety and Health Committee - Arbeitsschutzausschuss) has been established, in which both the company and the workers (Work Council - Prevention Delegates) are represented, in addition to the support of the Medical Service and various technical figures in Prevention.

At a general level, the participation and consultation of workers takes place formally, through their representatives (Prevention Delegates), in the periodic meetings of the different Health and Safety Committees/ASA Committees. Nonetheless, on a day-to-day basis, the Prevention Delegates are informed and included as participants in the different processes managed in the PREVAL corporate application (incident investigations, change controls, audits, self-inspections, corrective and preventive actions, etc.), as well as on an occasional basis by means of specific information and consultation memos.

Center 2022 2023 2024
Headquarters 9 5 5
Sant Feliu R&D Center 7 4 5
Sant Andreu Pharmaceutical Plant 4 4 4
Reinbek Pharmaceutical Plant 4 4 5
Sant Andreu Chemical Plant 4 4 4
Sant Celoni Chemical Plant 4 4 4
Almirall, S.A. Spanish Subsidiary 8 6 3
Laboratorios
Almirall,
S.L.
Spanish
Subsidiary 8 6 3
Industrial Area Laboratorios Almirall S.L. 4 0 0
Total 52 37 33

The following table lists the 8 Safety and Health Committees / ASA Committees that have been operating in Almirall's centers in 2024, as well as the 33 meetings held during the year.

Table 57 Meetings held by Health and Safety Committees/ASA Committees

As a general assessment of what was discussed in the formal meetings of the different Health and Safety Committees/ASA Committees held during 2024, it can be concluded that no special issues arose that required comments beyond what is described in the minutes of these meetings and in any corrective and improvement actions that may have been managed through PREVAL.

Actions carried out for the promotion of health and well-being

As part of its commitment to health and well-being, Almirall has implemented various initiatives to promote the health of its employees and create healthy working environments. A notable milestone for the company in 2024 was the creation and launch of the Health, Safety and Wellbeing Roadmap 2030, approved by the Sustainability Committee in the last quarter of 2024. This Roadmap is part of the Sustainability and Social Impact Strategic Plan, specifically within the 'People' pillar, and consists of four main pillars: culture of safety and operational excellence, well-being, strategic alliances, and communication and awareness. The Roadmap sets out in detail an ambitious five-year strategic plan to further improve the well-being of Almirall's workers.

The Roadmap will give continuity to the "YouFeelWell" Corporate Wellness Program with the aim of strengthening the health and well-being of its employees and their environment. This program encourages the awareness and learning of healthy habits, providing access to tools and resources so that workers can unleash

In the event of discrepancy, the Spanish language version prevails.

their full potential and boost their inner energy. Well-being is understood as a multidimensional concept that is achieved by balancing different elements. The program is therefore built around four main pillars: physical, mental, social and financial/professional development.

In 2024, participation in the workshops and talks has been very high and highly valued by the workers, who are grateful for Almirall's efforts and investment in promoting their health.

Of particular note is the YouFeelWell Challenge which, in its 2024 edition, became more inclusive, holistic, interactive and supportive. This 12-week global challenge, supported by a social webapp, allows working people to choose to walk, run, cycle or swim, accumulating "Almirómetros" (Almirometers) that are converted into money to donate to selected patient associations. In 2024, the beneficiary organizations were the Atopic Dermatitis Association (AADA), the European Federation of Allergy and Airways Diseases Patients' Associations (EFA) and the European Psoriasis Association (EUROPSO).

The YouFeelWell program won the best initiative to promote health in the workplace at the 11th edition of the Atlante de Foment de Treball awards, highlighting its holistic and integral vision of well-being. This recognition reflects Almirall's commitment to the care of its employees and the success of the program thanks to everyone's participation.

5.2.15. Work-life balance

The Group's workforce has various options for work-life balance in the different geographical areas where it operates. This section provides details of the most relevant ones

Working Time Records and Digital Disconnection

The Working Time Record is maintained using a computerized tool that allows workers to consult the number of hours they have worked, which is mandatory in workplaces in Spain, in accordance with the provisions of Royal Decree Law 8/2019 of 8 March.

As a result, Almirall employees in Spain are better able to see the time invested in carrying out their activities, which allows them to improve the efficiency of their working time and enjoy greater autonomy.

Outside of Spain, working time records are kept in accordance with the labor requirements of each country.

Policies for work-life balance and support for the family

Almirall aims to facilitate the needs of all its employees outside of the workplace, respecting, facilitating and encouraging their relations with the family environment.

Through the articulation of internal policies we encourage all workers to balance their work and personal lives. This includes flexible working hours, teleworking, and paid family leave. In this regard, the Company makes the provision, both nationally and internationally, for employees to take paid family-leave and/or leave of absence, in order to be able to satisfactorily balance their personal and professional life, and always in accordance with the regulations of each country.

Thus the following leaves and leaves of absence are included in the national labor regulations, as well as in the national collective bargaining agreement applicable in the country and in the internal regulations, published through various guides on our corporate intranet:

  • Leave for the birth of a child
  • Parental leave
  • Leave of absence to care for child(ren)/family

The following tables show the percentage of eligible employees (i.e., who meet the legal requirements for the leave) who took family-related leave.

Maternity / paternity leave 2024
Number
of
workers
entitled
to
maternity/paternity leave
84
Women 50
Men 34
total % of workers entitled to maternity / paternity
leave
100%
Women 60%
Men 40%
Number of workers who exercised the right during
the year
84
Maternity / paternity leave 2024
Women 50
Men 34
% of workers who exercised the right during the
year
100%
Women 100%
Men 100%
Parental leave 2024
Number of workers entitled to request parental
leave
1,063
Women 594
Men 469
total % of employees entitled to request parental
leave
100%
Women 56%
Men 44%
Number of workers who exercised the right
during the year
29
Women 23
Men 6
% of workers who exercised the right during the year 2.7%
Women 3.9%
Men 1.3%
Leave of absence 2024
Number of workers entitled to request leave of
absence
1,354
Women 762
Men 592
total % of workers entitled to request leave of
absence
100%
Women 56%
Men 44%
Number of workers who exercised the right
during the year
18
Women 16
Men 2
% of workers who exercised the right during the
year
1.3%
Women 2.1%
Men 0.3%

Work organization

Almirall has working calendars that are applicable to all employees and compatible with the legislation in force in each country. The calendars are shared with the Legal Representation of workers to try to align, as far as possible, the productive needs of the company with personal life. For easy consultation by all employees, the company makes the aforementioned calendars available for each year and posts them on the corporate Intranet in the month of December.

In addition to the legally stipulated annual leave, depending on the country, Almirall offers up to seven additional days off to be taken over the course of the calendar year. For a better adaptability to the needs of the employee, these additional rest days can be taken in fractions of half days.

The company is committed to the well-being of its employees and, for this reason, with the aim of ensuring work-life balance, the work calendar includes a flexible work schedule, for both entering and leaving, which allows weekly working hours to be adapted to reconcile work and personal life.

Likewise, the company, in line with current labor regulations, has updated its intranet with all the paid and unpaid leave cases contemplated in the general labor regulations, as well as those set out in the State Chemical Industry collective bargaining agreement, establishing the different types of leave that workers can request and enjoy, which are also reflected in the working day register, and the information can be accessed at any time.

In the event of discrepancy, the Spanish language version prevails.

During 2022, a flexibility model entitled Turn it Flex was implemented. This model allows the working day to be adapted to the personal needs of each employee. Flexible working hours have been extended in all subsidiaries in accordance with local market practices, the holidays calendar has been made more flexible, extending the discretionary days off for personnel who work a split workday, and the teleworking model has been implemented, with up to 2 days a week in this modality, provided that the job position allows it. This point is included in the teleworking policy, published on the intranet, which also includes our employees' right to digital disconnection.

In the same way, employees who work shifts in the industrial area can change them on a rotating basis, with the possibility of morning, afternoon and night shifts. As for the industrial plants, there are rotating morning, afternoon and evening schedules, and annual leave and public holidays are pre-established in the calendar in order to ensure the pace of production.

In order to promote and encourage a more collaborative and innovative environment that allows for greater agility, efficiency and flexibility, a new model of office space has been defined. Implementation of the Flexible Work Place project has been completed in the buildings of the Sant Andreu de la Barca Pharmaceutical Plant Headquarters and Central Headquarters, and is currently being implemented in the R&D center in Sant Feliu de Llobregat. New offices have also been opened in Sweden and Norway, as well as refurbishments in line with the same philosophy at our German headquarters.

5.2.16. Pay Equity Criteria and Pay Gap at Almirall

The Company's remuneration policy is described in detail in section Adequate wages of this report, followed by a breakdown of the impact of this on equal pay among the people who make up the organization.

At year-end 2024, Almirall's unadjusted pay gap (without taking into account job characteristics) averaged - 10%, i.e., on average, women were paid 10% less than men in Total Remuneration (Fixed Remuneration + Short-Term Variable Remuneration) or, to put it another way, women earn 90% of a man's Total Compensation. The calculation method differs from that used in 2023 in order to adapt to the requirements of the CSRD, but historical figures have not been recalculated as they are not material for comparative purposes.

The calculation formula used was as follows, considering the theoretical hours per country according to the agreements/regulations existing in each of them:

$$\text{Average Pay Gap}_{\text{.}}$$

$$= \left( \frac{\text{Average Total Hourly Remumenation Men} - \text{Average Total HourlyRemometrication Women}}{\text{Average Total hourly remometricationment}} \right) \text{x100}$$

In terms of wages, the most representative statistical parameter is the median, and so the gap between the median wages of women and men has also been calculated. The formula used was:

Average Pay Gap

= ( Average Total Hourly Remuneration Men − Average Total Hourly Remuneration Women

Average Total hourly remuneration Men ) 100

In this case, overall, the gap is reduced from 10% (average) to a gap of -1% (median).

Global
data
Data 2024
Geography Global Administrative
Manual workers
Professionals Middle
Management
Directors
2023 Women Men Gap Gap Gap Gap Gap
Spain 13.5% 73,025 80,980 9.8% -2.0% 7.7% 6.5% 21.8%
Germany 6.4% 88,656 90,426 2.0% -11.9% 2.3% 4.8% 18.1%
United States 26.7% 151,161 241,245 37.3% 0.0% 13.7% 24.4% 19.3%
Italy 22.5% 69,777 82,687 15.6% 30.5% 10.5% 4.5% 33.9%
United Kingdom 24% 111,679 140,501 20.5% 0.0% 5.5% -3.0% 0.0%
Switzerland 20.5% 125,655 199,106 36.9% 0.0% 19.2% 12.1% 0.0%
Austria 24.7% 113,702 138,668 18.0% 0.0% 1.6% -5.2% 20.6%
Belgium 5.5% 142,174 153,180 7.2% 0.0% -3.1% -63.6% 0.0%
Netherlands 10% 102,229 90,390 -13.1% 0.0% 4.5% 0.0% 0.0%
France 3.8% 95,730 108,565 11.8% 0.0% 4.9% 10.5% 0.0%
Portugal 40.5% 57,464 103,838 44.7% 0.0% 33.0% 34.6% 0.0%
Denmark 41.3% 122,954 207,884 40.9% 0.0% -9.8% 0.0% 0.0%
Sweden 16.5% 107,822 125,916 14.4% 0.0% -9.8% 0.0% 0.0%
Norway 0.0% 98,217 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Poland -35% 72,620 55,559 -30.7% 0.0% -14.9% 0.0% 0.0%
Data 2024
Geography Global
data
Global Administrative
Manual workers
Professionals Middle
Management
Directors
2023 Women Men Gap Gap Gap Gap Gap
China 0.0% 147,075 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Slovak Republic 0.0% 53,680 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Czech Republic 40.8% 56,146 83,760 33.0% 0.0% -2.1% 0.0% 0.0%
Total 11.8% 82,488 91,565 9.8% -8.6% 3.1% 8.3% 24.3%

Table 58 Pay gap by category, gender and country

Below is the pay gap taking into account total compensation (base salary 100% and target short-term incentives 100%) by gender, country and grade (according to our Global Job Map). The grades between 2 and 17 are not shown because there is no gender gap (due to non-comparability between genders).

Global Breakdown of the gap by grade
Country Women Men Gap 3 4 5 6 7 8 9 10 11 12 13 16
Spain 73,025 80,980 9.8% 9.4% -2.2% -0.6% 12.1% 6.8% 5.9% 5.7% 5.9% 3.5% 6.4% 3.4% -2.6%
Germany 88,656 90,426 2.0% -7.4% -13.6% -8.0% 4.0% 3.0% -2.5% 9.5% -6.1% 5.6% 0.0% 0.0% 0.0%
United
States
151,161 241,245 37.3% 0.0% 0.0% 0.0% 2.8% 2.7% -8.3% 17.8% 0.0% 8.6% 0.0% 0.0% 0.0%
Italy 69,777 82,687 15.6% 0.0% 0.0% 30.9% 38.3% 7.9% -2.0% 4.0% 0.0% 11.7% 0.0% 0.0% 0.0%
United
Kingdom
111,679 140,501 20.5% 0.0% 0.0% 0.0% 0.0% -14.7% -1.0% 0.0% 2.0% 0.0% 0.0% 0.0% 0.0%
Switzerland 125,655 199,106 36.9% 0.0% 0.0% 0.0% 0.0% 22.3% -6.8% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Austria 113,702 138,668 18.0% 0.0% 0.0% 0.0% 0.0% -7.9% 15.9% 0.0% 0.0% 0.0% 20.6% 0.0% 0.0%
Belgium 142,174 153,180 7.2% 0.0% 0.0% 0.0% 0.0% 5.6% -11.8% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Netherlands 102,229 90,390 -13.1% 0.0% 0.0% 0.0% 0.0% 0.0% 15.3% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
France 95,730 108,565 11.8% 0.0% 0.0% 0.0% 0.0% 1.3% 0.3% 5.3% 12.0% 0.0% 0.0% 0.0% 0.0%
Portugal 57,464 103,838 44.7% 0.0% 0.0% 0.0% 0.0% 0.0% 9.8% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Denmark 122,954 207,884 40.9% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sweden 107,822 125,916 14.4% 0.0% 0.0% 0.0% 0.0% 0.0% -14.9% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Norway 98,217 - 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Poland 72,620 55,559 -30.7% 0.0% 0.0% 0.0% 0.0% 3.6% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
China 147,075 - 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Slovak
Republic
53,680 - 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Czech
Republic
56,146 83,760 33.0% 0.0% 0.0% 0.0% 0.0% 0.0% -11.7% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Total 82,488 91,565 9.8% -7.5% -11.2% -3.7% 10.4% -2.3% -2.2% 17.5% 3.7% 15.8% 10.8% 8.9% -2.6%
Table 59 Pay gap by grade, gender and country

On the other hand, the adjusted pay gap between men and women has been estimated.

For this process, it is necessary to use econometric models to compare total remuneration between men and women, taking into account the correlations generated in other dimensions by the differences in the different characteristics of the worker and the job.

The objective of a regression model is to try to explain the relationship between the different independent explanatory variables and the dependent or response variable.

The regression model used has the following expression:

$$\ln(\wp_l) = \beta_0 + \beta_1 \ast \operatorname{Female}_l + \sum_{j=2}^{m} \beta_j \ast \varkappa_{lj} + \varepsilon_{lk}$$

Where Ln(Yi) is the neperian logarithm of Yi which is the worker's total remuneration.

Womani is a dummy variable that takes the value 1 if the worker is a woman and 0 if the worker is a man. And the remainder of Xij are a series of control variables that potentially determine the total compensation of a worker. The coefficient of interest is the β1 coefficient which indicates the percentage difference between a female and a male. The control variables considered are as follows:

In the event of discrepancy, the Spanish language version prevails.

  • 1) Location of the position, country of residence.
  • 2) The extent, role contribution, of the employee's position in the company on the company's Global Job Map.

The following variables were initially considered, but finally discarded because they provided little explanation:

  • 1) Duration of service in the company of the employee.
  • 2) Age of the employee

By performing linear regression of the model, a coefficient of determination of R2 of 72% was obtained. This means that 72% of a worker's total compensation at Almirall is explained by the independent variables specified above. The p-values of the control variables considered were less than 0.05, and therefore statistically significant.

The regression model obtained for 2024 has the expression:

Ln(Total Remuneration) = 9,813 −0,027 ∗ Gender + 0.0154 ∗ Location(country) + 0.195 ∗ ( )

The parameter β1=-0.027

Since the dependent variable in the above equation is in logarithms, the coefficient β1 is interpreted as follows: the differential in salaries between a woman and a man is 100* β1%. Thus, in Almirall for 2024 we have an adjusted gap of: -2.7%. In other words, of the total unadjusted gap presented of -10% there is a portion that can be explained by the location of the position and its contribution in the company, thus reducing the gender-related portion -2.7%. Performing the same statistical analysis with the information for the past 2023, we see that the adjusted gap for this period was -2.5%.

The ratio of the total remuneration of the Group's highest paid employee8 to the median of the rest of the Group's employees9 is 21.

5.2.17. Human Rights Incidents and Complaints

Human rights violations are classified as all those that threaten human dignity, regardless of nationality, sex, national or ethnic origin, color, religion, language or any other status. They range from the most fundamental the right to life - to those that make life worth living, such as the right to food, education, work, health and freedom.

Of the 19 cases investigated in 2024 (see section 2.2.4 "Prevention and detection of corruption or bribery"), none of these cases involved complaints of human rights violations.

5.3.Workers in the value chain

Almirall demonstrates a firm commitment to human rights that extends beyond its workforce to include the workers in its value chain. In this regard, suppliers must comply with this principle by respecting the human rights of their own workers and treating them with integrity, dignity and respect. The company implements policies based on international principles, such as the UN Global Compact, the Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises and key International Labor Organization standards, as well as industry initiatives such as the Pharmaceutical Supply Chain Initiative, of which it has been an associate member since September 2022. At the same time, it ensures that these policies are reflected in its value chain, in the Almirall Supplier Code of Conduct with specific provisions and in the Global Procurement Policy.

Suppliers are expected to comply with international human rights treaties as a minimum, without prejudice to more favorable national laws. In particular, suppliers' compliance with ILO (International Labor Organization) conventions and the principles set out in the Universal Declaration of Human Rights is an essential requirement.

Youth and child labor is prohibited by ILO Convention 138 on Minimum Age. In accordance with the abovementioned Supplier Code of Conduct, Almirall's suppliers may not use child labor. The minimum working age set out in ILO Convention 138 is 15 years (or 14 years according to the exceptions for developing countries' under the Convention). If the supplier's national law stipulates a higher working age or compulsory schooling, the higher age must apply. Furthermore, work carried out by workers under the age of 18 must always respect the minimum conditions of employment in force according to the regulations of each country, and in no case

8 For the remuneration of the best paid employee we have taken into consideration the base salary received during the year, short-term incentives (STI) and long-term incentives (LTI) paid in March of the year and all salary supplements (seniority, school allowances, rental allowances, car allowances and other extraordinary bonuses). In addition, for forming part of the Management Board as Chairman, we have also taken into account the fees and payments associated with this position.

9 For the remuneration of the employees, the basic salary and the variable salary (STI-bonus or incentives) as at year-end 2024 have been taken into account.

In the event of discrepancy, the Spanish language version prevails.

may it be contrary to the minimum conditions established by the ILO. In this regard, children under the age of 18 are prohibited from performing hazardous work (dangerous, unhealthy or harmful to their morals).

Furthermore, Almirall's suppliers must respect the minimum hiring and employment conditions established by the regulations in force and they are prohibited from using forced, bonded or indentured labor, as well as prison labor.

In addition, Almirall has launched a project called "High-risk Materials" to identify the possible impacts on Human Rights of a set of materials agreed by the PSCI due to their importance for the pharmaceutical industry. Almirall's assessment analyzed human rights and labor conditions throughout the supply chain, from the extraction to processing of key materials such as palm oil and aluminum. High-risk areas were identified in regions of Asia, Latin America and Europe (including Ukraine), where significant challenges to labor rights exist. For more details on the "High-risk Materials" project, see section 2.3.1 "Supply chain management approach".

5.3.1.Impact, Risk and Opportunity Management

In terms of risk management, Almirall integrates the risks related to workers in its value chain in a corporate process led by the Executive Director Internal Audit, with each business area being responsible for identifying and managing risks in their respective areas.

The company is also committed to identifying, assessing and monitoring these risks and opportunities by means of an integrated and multidisciplinary process. For more details on the method used in the analysis of Double Materiality and the identification of Impacts, Risks and Opportunities, see section 3.2 of this report.

This includes an analysis that has provided insight into how workers in its value chain with particular characteristics or working in specific contexts may be at a greater risk of harm. In the 2024 Double Materiality analysis, the specialized teams of the different areas identified relevant risks and opportunities for workers in Almirall's value chain, with no significant impacts having been detected.

Risks

  • Labor conditions: The declining performance of workers in the value chain and loss of motivation due to unsafe working conditions and excessive working hours could negatively affect operational efficiency and product quality.
  • Adequate wage: An inadequate wage policy along the value chain can reduce productivity and increase staff turnover, leading to labor unrest, grievances and possible sanctions. These factors compromise operational efficiency and employee motivation, and can even lead to strikes or boycotts that impact delivery times and product quality.
  • Work-life balance: A lower engagement and productivity at work due to a reduced work-life balance for workers in Almirall's value chain could negatively affect operational efficiency and the quality of the products offered by the company.
  • Health and safety: Unsafe working conditions for workers in the value chain can negatively affect the company's reputation and efficiency. This can lead to accidents, absenteeism and low productivity, impacting product quality and delivery times.

Opportunities

  • Freedom of expression: Increasing labor productivity by promoting the satisfaction and well-being of employees in Almirall's value chain, through the creation of spaces for the expression of concerns in the workplace. This can be achieved by promoting the SpeakUp! channel so that workers in the value chain can voice their concerns, as well as by conducting on-site audits of suppliers in the coming years, as part of the development of the audit program mentioned in section 2.2.4 of this report.

5.3.2.Policies and commitments related to value chain workers

Almirall's relationships are based upon respect for the law, for all assumed commitments, for quality of service and for integrity in contracts. Quality, thoroughness, commitment and excellence are demanded from all those involved in the value chain, both upstream and downstream. In addition to the Human Rights Policy, Almirall has other policies such as the Code of Ethics, the Supplier Code of Conduct and the Purchasing Policy, detailed in section 2.3.1 "Supply chain management approach", to ensure that suppliers are aligned with Almirall's commitments in relation to working conditions, adequate pay, work-life balance and health and safety in the workplace.

Human Rights Policy

As mentioned in the previous chapter, in 2022 Almirall approved its Global Corporate Human Rights Policy, signed by the Board of Directors, reaffirming its commitment to international standards, including respect for diversity based on race, gender, sexual orientation and other personal characteristics. This policy is based on the principles of the UN Global Compact and ILO standards, and is aligned with the company's Code of Ethics.

The policy states, among other things, that the production processes of workers in the value chain must take place in fair working environments, prohibiting child labor, forced labor and any form of exploitation. Almirall conducts ongoing due diligence to ensure respect for and protection of the human rights throughout its value chain that are linked to identified risks and opportunities, such as labor conditions, health and safety and social dialogue.

5.3.3.Procedures, actions and resources in relation to workers in the value chain

Almirall's Code of Conduct states that the workers of suppliers have access to Almirall's SpeakUp! whistleblowing channel (available on the website: https://almirall.integrityline.com) in order to report concerns or illegal activities in the workplace and should be able to do so without being threatened with retaliation, intimidation or harassment.

Furthermore, if mandatory under its national legislation, Almirall requires its suppliers to provide whistleblowing channels for its own workers. Almirall also expects suppliers to investigate the reported situations and take corrective action if necessary. As part of this commitment, Almirall will implement a communication plan with its suppliers in 2025 to promote social dialogue throughout the value chain. This program, identified as a new area of development, will include the promotion of the SpeakUp! channel to ensure that workers have a safe space where they can voice their concerns. All these developments will be reported to the Sustainability Committee.

In 2024, Almirall has not received any complaints of human rights violations in relation to the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises affecting workers in its value chain. However, a comprehensive Human Rights risk assessment of the entire value chain, both upstream and downstream, in accordance with the due diligence principles of the Corporate Sustainability Due Diligence Directive (CSDDD) has yet to be conducted. A comprehensive plan is currently being designed to identify these risks, including a full review of our operations, suppliers and partners. The assessment is expected to be completed in 2026.

Furthermore, as set out in section 2.3.3 "Levers and tools for sustainable supply chain management" of this report, in order to reduce the social and human rights impact of our supply chain, Almirall remotely assesses its key suppliers through an independent global rating agency. Based on the results of the assessment and the identified risks, individual action plans are implemented for each supplier.

Finally, section 2.3.5 "Sustainable Supply Chain goals and targets" explains the interactions with the supply chain in more detail.

5.3.4.Goals and targets in relation to workers in the value chain

A summary table of progress in the related targets of the Sustainable Procurement Program can be found in section 2.3.5 "Sustainable Supply Chain goals and targets".

To reinforce our commitment to human rights, the protocol and SOP of our online ESG audit process will be reviewed and updated in 2025, with the aim of increasing the minimum valid score of the Labor & Human Rights pillar. It will be proposed to increase the threshold for the Human Rights pillar in the Ecovadis audit to 40 or 45 points in order to be deemed valid and approved. If a supplier does not meet this threshold, it will be assigned corrective actions in this specific area in order to implement them and raise its score to the defined thresholds.

5.4.End consumers: Patients

At Almirall, the mission is focused on improving the lives of people living with skin diseases. There is a commitment to offering effective treatments that not only help to improve their health, but also their quality of life. Understanding patients and their needs is central to the Group's approach, which ranges from scientific innovation and the development of new treatments to the marketing of the same. All of this with the aim of providing truly impactful and effective solutions. Almirall also promotes initiatives to raise awareness of skin diseases and reduce the stigma that often surrounds them, thus working towards a more informed and empathetic society.

In the pharmaceutical sector, the relationship between companies and their end users (i.e., patients) depends on multiple factors, such as the healthcare system in each geographical area, the pathology and severity of the disease, the distribution channel, the type of medicinal product and the stage of development of the medicine,

In the event of discrepancy, the Spanish language version prevails.

among other aspects. Described below are the most common cases where there is interaction between the company and the patient. These include the clinical trial patient, the hospital, outpatient and home patient, and in rare cases, a home patient who is a minor and a pediatric patient for certain medicines such as syrups.

First, access to a medicine in a territory depends on prior regulatory authorization, such as that of the EMA for the EU or the FDA for the US. Without this approval, access is practically non-existent, as the associated costs of treatment (medication, hospitalization, tests, visits, etc.) are so high that they are within the reach of very few cases and would not be economically viable for a company either.

Once approval is obtained, access to the medicines from an economic point of view varies greatly depending on the geography. In summary, two models can be distinguished in the territories in which the Group operates:

  • Existence of a national health system that covers most patients: this is the dominant case in the European Union, where medicines agencies grant a reimbursement price for products, which are usually innovative medicines or medicines linked to chronic diseases. In such cases, most of the cost is borne by the national system, with the patient contributing a small part (sometimes nothing at all).
  • Coverage through a private insurance system: this is the dominant case in the United States, for example. In this case, the patient must have private coverage (health insurance is usually included in the remuneration package of the workers) and it is the company that agrees the conditions and coverage of each of its products with the different insurers. In this case, each patient is dependent on individual coverage when it comes to paying the price of a medicine.

These two systems are not mutually exclusive and may coexist in the same geographical area. There may also be different levels of co-payment, both between the patient and payer, and between the pharmaceutical company and payer (be that the national health system or an insurance company). Finally, there are medicines that are freely priced and the company determines the price directly in the market.

Depending on the pathology and severity of the disease, access to the medicine may be restricted. Some treatments require a prescription from a health professional (the family doctor or specialist) while others are over-the-counter (i.e., do not require a prescription). In the first case, the company interacts with these professionals (commonly referred to as prescribers) through medical sales representatives. In the second case, the interaction takes place through promotion in pharmacies or in direct-to-patient advertising campaigns (always respecting the regulations of each territory).

Furthermore, various events (congresses, symposia, seminars, etc., some of which are sponsored or organized by the company itself) are organized throughout the year, at which educational medical programs are held to keep healthcare professionals up to date with the latest advances and research, led by the medical department in most cases.

Finally, in the case of medicines under development, patients who participate in clinical studies are carefully selected by the investigators responsible for the study at the relevant site and following protocols previously approved by the relevant regulatory authorities.

There are two key approaches from a product quality and patient safety point of view:

  • Quality control: the pharmaceutical industry has very high-quality standards, both because of regulatory requirements and because of the risk of supplying the market with products that do not meet the specifications and could harm patients. The Group's quality teams are responsible for the internal control of any product involved in the production process (whether marketed products or products under development). This includes conducting audits at any production site that is part of the value chain, as well as managing audits received from third parties and regulatory bodies.
  • Pharmacovigilance: pharmaceutical companies have a department dedicated to collecting information from consumers about any suspected adverse reaction to a medicine, whether the effects are described in the package leaflets and data sheets or are not expected, including lack of efficacy, or any other condition of use different to that authorized. This feedback can come from any source (healthcare professionals, patients, staff, etc.) and this department is responsible for collecting the information, investigating whether previously unknown risks or changes in the severity or frequency of known risks occur, assessing the relationship between these risks and the benefit of the product, and taking the appropriate action.

Finally, there is also interaction between the Group and patient advocacy groups (associations, NGOs and similar), who advocate for their communities, influencing their governments and the national and regional health authorities on various topics) with which it collaborates to understand patients' needs and concerns, to support disease awareness campaigns or to educate the public about diseases and treatment options.

In the event of discrepancy, the Spanish language version prevails.

5.4.1.Impact, Risk and Opportunity Management

Almirall is committed to improving the health, quality of life and social inclusion of patients through the development of safe medicines and products, guaranteeing the quality of the same. The company has a pharmacovigilance system that allows adverse reactions to be reported through various channels, ensuring a constant monitoring of the safety of its products. Almirall also works closely with healthcare professionals and patient organizations to improve care for chronic and autoimmune diseases, providing support and information that builds confidence and optimizes clinical outcomes.

Almirall manages the risks, opportunities and impacts affecting patients through a comprehensive corporate approach covering all areas of the business, including R&D, pharmacovigilance, patient safety and quality of the medicinal product. The 2024 Double Materiality analysis highlighted patients as the company's top priority, underlining their health and safety, access to quality information, protection of their data privacy and social inclusion as the most relevant aspects. This analysis identified the most important risks, opportunities and impacts for patients, covering both internal operations and the company's value chain.

Risks

  • Privacy: Increased legal sanctions and loss of patients' trust in Almirall due to potential cyber-attacks on information systems or breaches of current data protection legislation. This risk may materialize if Almirall does not properly manage the private and sensitive information of both the end users of its products, the patients who participate in clinical trials or the healthcare professionals with whom it interacts.
  • Access to quality information: Loss of market share and decreased revenues for Almirall due to the provision of poor quality information (such as incorrect text, codes, symbols or other elements) to consumers (e.g., hospitals) and end users (patients) about its products. This risk may manifest if the company does not provide accurate and detailed information on the use, maintenance and expected results of its products, which could lead to incorrect diagnoses or inappropriate treatments.

Opportunities

  • Privacy: Strengthened trust in Almirall thanks to the implementation of regulatory policies that promote the protection of patient data (Personal Data Protection Policy).
  • Access to quality information: The provision of clear and efficient information through local call centers allows for better management of the disease by properly managing incidents and providing solutions according to Almirall's guidelines. This transparency in communication, both about product features and awareness campaigns, enhances the company's reputation, builds trust and strengthens patient loyalty.
  • Health and safety: Integration of essential safety considerations into new products at the production sites of the value chain. This improves safety standards, mitigates risks and reinforces Almirall's commitment to quality and regulatory compliance globally.
  • Non-discrimination: Better reputation due to the prioritization of non-discrimination practices in advertising campaigns. Ensuring equitable access to health care products and services, without discrimination based on race, gender or socio-economic status, fosters inclusion and builds trust with diverse patient groups.
  • Accessibility: Almirall contributes to innovation in medicinal products through its R&D and collaboration with partners and government agencies, which improves access to more efficient and personalized treatments. Furthermore, its reputation as a socially responsible entity is strengthened through partnerships and donations to non-profit organizations (e.g., patient associations), facilitating better access to healthcare and improved health outcomes for different social groups.
  • Social inclusion: Increasing Almirall's sales and reputation by adapting its pharmaceutical offerings to meet the needs of people with hearing or visual impairments. Actions such as the transcription of content, audio descriptions and sign language interpretation can improve accessibility and patient satisfaction, strengthening Almirall's position in the pharmaceutical industry.
  • Responsible marketing: Increased attraction of patients who are motivated by sustainability attributes in their purchasing decisions due to the implementation of and proper dissemination of sustainable practices by Almirall through responsible marketing practices, as well as adherence to industry best practice guidelines (e.g., from EFPIA and local pharmaceutical industry associations).

Negative Impacts

  • Child protection and safety: Almirall's failure to adapt pharmaceutical products for children's health and safety may lead to adverse consequences for their health, exposing them to unsuitable products.
  • Responsible marketing: Irresponsible marketing practices by Almirall, such as misleading product labelling or other false information in advertising campaigns, could result in the promotion of harmful stereotypes, such as sexist or discriminatory depictions in advertising, or the dissemination of false or misleading product information. This could undermine the integrity of the democratic process and the interests of society at large by allowing the adoption of policies and regulations that do not reflect the best interests of the community.

Positive impacts

  • Privacy: Implementation of robust data privacy policies by Almirall to protect patient information. For example, the company establishes clear mechanisms of consent for data collection and use, as well as advanced data security procedures to ensure the confidentiality and integrity of personal information.
  • Freedom of expression: Access for patients to make enquiries or complaints about quality or other issues through Almirall's communication channels, ensuring a more informed society whose needs are met efficiently.
  • Access to quality information: Provision of quality information for patients through the platforms, healthcare professionals and services related to Almirall's products, ensuring the accuracy, integrity and relevance of the information included in the content related to the products.
  • Health and safety: Protection of patients by ensuring the availability of safety information, thus protecting the physical well-being of patients.
  • Child protection and safety: Promotion of the implementation of safety measures and characteristics in the pharmaceutical products produced by Almirall, ensuring child safety in case of (accidental) contact with Almirall products.
  • Non-discrimination: Promoting non-discrimination in Almirall's product offering, encouraging diversity and inclusion, as for example in its advertising campaigns, generating a more equitable and welcoming environment for all patients, strengthening the company's reputation and its relationship with consumers.
  • Accessibility: Promotion of equitable and accessible access to quality pharmaceutical products by Almirall, including diversified and accessible products that reflect the varied economic, cultural and social contexts of users.
  • Responsible marketing: Promotion of responsible marketing practices by Almirall, through ethical and truthful messages on product labels such as transparent and scientifically-based advertising content, respect for patient privacy, support for social causes and responsible use of social media, thus contributing to a positive perception of the brand and strengthening public trust in its products and services, as well as in the sector in general.

5.4.2.Policies and commitments to patients

Almirall is committed to improving the quality of life of its consumers and patients through innovative and safe solutions, always prioritizing their health and well-being. The company bases its relationship with consumers and patients on transparency, legal compliance and a strong commitment to quality and ethics at all stages of its value chain.

With a special focus on patients, Almirall promotes policies of equitable access to advanced treatments, education on their use and ongoing support. It also guarantees fair conditions, promoting equity and inclusion and ensuring a positive and sustainable impact for society.

In this way, the company has a series of policies that directly address the issues analyzed, such as impacts, risks and opportunities linked to privacy, access to quality information, health and safety, non-discrimination, product accessibility, social inclusion, responsible marketing and child protection and safety.

Data Protection Policy

It is necessary to provide the guidelines and principles to be followed in relation to the protection of personal data of Almirall's consumers and patients, within the scope of the activities carried out by the different departments and functional areas; all with the aim of ensuring compliance with the applicable laws on data protection and privacy.

In the event of discrepancy, the Spanish language version prevails.

The Data Protection Policy, updated in 2024, is essential for ensuring the trust and safety of consumers and patients, who are at the heart of the company. The company implements transparent mechanisms to obtain consent for the collection and use of patient data, as well as advanced security procedures that maintain the confidentiality and integrity of personal information.

Almirall has appointed a Global Data Protection Officer (GDPO) whose responsibilities include overseeing compliance with applicable data protection laws, as well as operational policies and procedures. The GDPO also has an internal Privacy Office that assumes other functions in order to supervise the obligations related to the protection of personal data and responsibilities for related risks.

This policy responds to consumer and patient privacy, identified by the company as a key impact as well as a key risk and opportunity. There are more details on this policy in section 2.2.3 "Business conduct policies".

Human Rights Policy

As mentioned above, in 2022, Almirall's Board of Directors approved and made public this policy that reflects the company's commitment to respecting international standards in this area, including respect for diversity in aspects such as race, age, gender, marital status, sexual orientation, political opinions, religion or other personal or social characteristics.

Almirall is committed to guaranteeing the human rights of consumers and patients, ensuring that its interactions are aligned with the principles set out in the United Nations Global Compact, the Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises and the key conventions of the International Labor Organization. This policy is essential for protecting the rights and dignity of consumers and patients, ensuring that they are treated fairly, safely and respectfully at all times.

Almirall's commitment extends to all its areas of activity, focusing on its relationship with consumers and patients. All of Almirall's production processes are carried out in accordance with the principles of respect for human dignity, equality and the prohibition of forced or child labor, as well as the rejection of human trafficking. These core values guide the company's business activities, promoting a fair and respectful environment.

This policy aims to comprehensively address impacts, risks and opportunities related to access to quality information, health and safety, non-discrimination, accessibility of products and treatments, social inclusion, child protection and safety, and freedom of expression towards consumers and patients. It also ensures that the company's activities meet high standards of accountability and respect for the rights of all parties involved.

The anticipation and prevention of any risks associated with human rights is the responsibility of the Senior Leadership and those responsible for each functional area, who follow the procedures set out in this Policy. In addition, a continuous due diligence process is carried out to ensure that the rights of consumers and patients are always respected in all operations and services offered by the company.

Code of Ethics

At Almirall, the company's values guide all our actions and define both our culture and the way we work and interact with consumers and patients. Almirall's purpose, centered around transforming the lives of people with skin diseases, is key to supporting them in achieving a healthy and fulfilling life, reflecting the company's commitment to those who rely on its products and treatments.

Almirall's conduct is governed by compliance with the applicable laws and regulations, integrity, fairness and transparency. All company employees must adhere to the standards set out in this code, which are overseen by the Chairman and CEO of the company. Global corporate policies are enforced to ensure that consumers and patients are treated in accordance with the highest ethical and professional standards.

The Code of Ethics, updated in October 2024, is based on principles that prioritize respect for inclusion, diversity, non-discrimination, social inclusion, and child protection and safety, for consumers and patients. It also guarantees data protection, security and quality in the handling of personal information. These elements are essential for ensuring that Almirall can identify and mitigate risks as well as seize opportunities, with a focus on the well-being of its patients. In addition, as a fundamental element of this code, the pharmacovigilance system is available in order to identify and correctly manage any adverse reaction situation related to products and treatments, in compliance with the applicable laws.

The company is also committed to the Principles of Good Laboratory Practice and Good Clinical Practice, ensuring that the innovation, quality, efficacy and safety of its medicines comply with all regulations. Almirall rigorously monitors the safety of its products, managing any adverse events with an established protocol, and ensuring that all of its workers and contractors are trained in order to guarantee safety at every step of the process.

In the event of discrepancy, the Spanish language version prevails.

As a public company, Almirall is committed to maintaining transparency in its communications, to the benefit of the investors, general public and communities that depend on its products. The Management Board is responsible for defining the company's strategy and ensuring compliance with all laws and regulations.

Quality Policy

At Almirall, the focus is on improving the health and well-being of patients, offering safe, effective and top-quality products and treatments, always with a focus on constant improvement and in strict compliance with all current pharmaceutical standards and regulations.

The Quality Policy, updated in September 2024, applies to all legal entities of the Almirall Group and all of their respective workers and is the cornerstone of the Quality Management System (QMS), which is based on the principles established by the ICH Q10 Pharmaceutical Quality System Guide of the International Council for Harmonization. This policy seeks to cover issues such as impacts, risks and opportunities related to health and safety and the accessibility of products and treatments that improve the quality of life of patients.

This Quality Management System ensures compliance with international standards at every stage in the life cycle of the company's products, from research and development to production and distribution, covering the entire portfolio. In turn, each Almirall employee plays a crucial role in the Quality Management System and must understand and integrate these principles into their daily work.

In turn, all staff are obliged to report any suspected violations of the Quality Policy in accordance with the Code of Ethics and other internal guidelines. Suspected violations can be reported to your line manager, the People & Culture department, your local Compliance or Legal representative, or through the SpeakUp! channel.

Almirall's leadership team is responsible for and committed to maintaining an efficient Quality Management System, implementing appropriate processes and procedures, under the supervision of the VP area, Global Quality Assurance. In addition, the Almirall team is committed to fostering a quality-oriented culture, ensuring that decisions are made to improve product quality and patient safety.

Global Corporate Promotional Compliance Policy

As a biopharmaceutical company with an international reach, Almirall carries out promotional and nonpromotional activities in various countries, engaging in a wide range of actions including the promotion of prescription and over-the-counter medicines. These activities involve interactions with health professionals, health organizations and other relevant groups.

As this is a highly regulated environment, interactions of this sort, such as sponsorships, scientific and professional meetings, hospitality, exhibitions, research and consultancy agreements, are subject to both local and international laws and regulations.

This policy thus establishes the rules for conducting promotional and non-promotional activities in an appropriate manner, which applies to Almirall S.A. and all its subsidiaries. Compliance is overseen by the Global Promotional Compliance Officer (GPCO), who reports directly to the Management Board.

Promotional activities include any action or material designed to support the promotion of or inform about the supply, sale or administration of the company's products, as well as about the company itself, directed at health professionals, health organizations, government officials and other stakeholders. On the other hand, nonpromotional activities are interactions or collaborations aimed at scientific development, education and disease awareness. In addition, Almirall is a member of IFPMA, EFPIA and local pharmaceutical industry associations, and is committed to complying with the above-mentioned codes.

This policy seeks to cover aspects related to the accessibility of products and treatments, responsible marketing and access to quality information, which have been identified as impacts, risks and opportunities.

Promotional activities covered by this document include, but are not limited to:

  • Sponsorship of scientific congresses and meetings of a professional or scientific nature attended by health professionals.
  • Offering of samples and hospitality to health professionals.
  • Activities arising from research agreements (clinical trials, studies) or other types of agreements (collaboration, consultancy, etc.).
  • Interactions with patient organizations, where permitted.

In general terms, particular attention is paid to ensuring that promotional activities can only commence in a country once the necessary marketing authorizations have been granted in that country. Covert promotion is not allowed. Additionally, all promotional activities must be aligned with the approved indication(s), in line with

In the event of discrepancy, the Spanish language version prevails.

the locally approved marketing authorization and the Summary of Product Characteristics (SmPC) or package leaflet.

5.4.3.Patient health and safety

At Almirall, our commitment to the safety of our medicines, medical devices, cosmetics and healthcare products begins in the Research and Development (R&D) department and continues throughout the life of the product.

Almirall has a Quality Assurance and Pharmacovigilance system which defines the roles, responsibilities and procedures to be followed, with the ultimate goal of ensuring the quality of the products and the safety of patients/customers. For the territories where Almirall sells its products, there are designated persons in charge of local Quality Assurance and Pharmacovigilance. The functions of the Quality Assurance department include collection of information on market quality complaints, the processing of these with the head office and/or manufacturer for evaluation and investigation. They are also the contact persons with the national health authorities in each country. On the other hand, the functions of the Pharmacovigilance department include collection of information on possible adverse reactions (side effects), the processing of these with the head office for evaluation, in addition to being the contact persons with the national authorities of each country.

Quality Systems

Almirall is a global pharmaceutical company dedicated to the supply of products through its own R&D efforts and agreements and partnerships aimed at providing products to improve the health and quality of life of patients, including child protection, in accordance with international quality standards in the sector and in compliance with all legal and regulatory requirements in force.

Almirall has a direct presence in most European Union countries through its own well-established subsidiaries, whose purpose is the direct marketing of Almirall products in each territory. In addition, licensing of products to external partners allows Almirall to market products in other countries around the world.

Almirall, as the holder of manufacturing, storage, transport, distribution and marketing authorization for medicines and medicinal products, complies with the legislation in force in the countries where it markets its products. In the field of medicines and medicinal products, the responsibilities of the pharmaceutical industry are clearly detailed by the applicable pharmaceutical legislation in force.

Almirall has a global quality system that pursues continuous quality improvement and covers active ingredient manufacturing plant processes, finished product, subcontracted manufacturers, suppliers of starting materials, storage and distribution services.

A significant number of international health authorities conduct regular inspections at manufacturing plants to verify that they comply with the established quality standards. The favorable results of external audits and inspections by health authorities, international bodies and customers in 2023 demonstrate Almirall's commitment to the quality and safety of its products.

The evolution of the number of external audits and inspections is as follows:

Inspection team 2022 2023 2024
Health authorities 16 19 10
External inspections by business partners 20 7 8
Table 60 Number of external audits and inspections

In 2024, a total of 18 quality inspections were managed. The inspections covered different types of products (pharmaceuticals, medical devices and cosmetics) and were conducted by inspectors from different countries, using various local and international regulations as a reference. 10 inspections were managed by different health authorities and/or certifying bodies; the rest were managed by external partners. The inspectors came from at least 14 different countries and focused on 9 different manufacturing sites (of the Almirall Group and/or subcontracted manufacturers). Almirall has a Quality Assurance and Pharmacovigilance system that defines the roles, responsibilities and procedures to be followed, with the ultimate goal of ensuring the quality of products and ensuring the safety of patients/customers in the supply, manufacturing and distribution chain of its products.

Almirall works with suppliers of starting materials and services that impact the quality of the product, all of them previously approved by Quality Assurance. Within the processes of approval and continuous verification of the quality of suppliers, annual audit plans are established for their facilities. As a reference, 85 audits were conducted in 2024 with the following distribution:

Results
Area Type of supplier Year No. of quality
audits
Favorable Unfavorable
Manufacture 2022 87 87 0

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Starting
materials
and
2023 49 49 0
services 2024 73 73 0
Commercial Distributors
and
transport
companies
2022 7 7 0
2023 7 7 0
2024 12 12 0

Table 61 Number of audits by area and rating

For the territories where Almirall distributes and markets its products, procedures exist that describe the quality system associated with local distribution, and there are people designated to be responsible for local Quality Assurance and Pharmacovigilance in each subsidiary.

5.4.4.Communication Channels with Patients and End Consumers

Almirall is currently placing importance on understanding patient satisfaction through patient engagement efforts. In addition, the company emphasizes its commitment to quality and patient health and safety, as mentioned above, by managing and gathering quality complaints and queries, and addressing pharmacovigilance practices.

Management of collection and evaluation of complaints and enquiries about quality

At Almirall, priority is given to the management of complaints and enquiries about quality to ensure patient satisfaction, health and safety. The Quality Assurance department coordinates the assessment of complaints, working with central teams and manufacturers to resolve any issues. Patients can communicate their concerns through various channels, such as call centers and local offices. A specialized team analyses the information received, implementing corrective and preventive actions. This approach allows Almirall to maintain its commitment to the safety and quality of its products by continuously evaluating the efficacy of its solutions.

The functions of the Quality Assurance department include the collection of information on market quality complaints, the processing of these complaints with the head office and/or manufacturer for their evaluation and investigation, and it is the point of contact with the national health authorities of each country. There are different communication channels through which patients and users of all Almirall products can contact the company to make a complaint or an enquiry about quality. Those most commonly used are the local call center services, or direct contact via telephone or in writing with the various offices of the Almirall Group. Almirall has implemented a system of quality indicators to guarantee the efficiency of the system and the correct technical investigation of all the complaints received.

At the corporate level, within the Quality Assurance area, a multidisciplinary team of health science professionals (including mostly pharmacists and chemists) evaluates the information collected, performs the relevant investigation in each case and takes responsibility for producing investigation reports, issuing conclusions and responding to the customer who submitted the quality complaint. This team is also responsible for establishing preventive and corrective action plans to avoid their recurrence, as well as for informing the national health authorities, in the cases foreseen in the health regulations. This activity is ongoing throughout the life cycle of each drug.

There is also a Quality Operating Committee, chaired by the Global Quality Assurance Executive Director, with the active participation of the Group's industrial and business operations areas, to guarantee the necessary coordination on quality issues, as well as to sustain and develop an effective quality system in perfect alignment with the health regulations in force.

2022 2023 2024
No. of drug complaints (ppm) 2.8 3.3 3.8
Medicines released (units) 107,068,352 121,283,370 127,542,489
No. of complaints regarding active ingredients (ppm) 0 0 0
Active ingredients released (kg) 110,995 61,125 127,185
No. of quality inquiries received 926 1,251 1,194

The market complaint data for the last three years are as follows:

Table 62 Number of complaints and enquiries about quality

As of the date this document was issued, more than 97% of the enquiries received in 2024 were answered promptly, and the rest are being processed, with the objective of closing them on schedule.

In the event of discrepancy, the Spanish language version prevails.

Pharmacovigilance systems

Almirall works with partners and distributors worldwide to share information on the safety of its products, maintaining a centralized database to ensure compliance with current regulations. It has established clear procedures for managing incidents, reinforcing patients' confidence in its commitment to the prevention, mitigation and remediation of risks and negative impacts, as well as the management of positive impacts and opportunities.

In addition, Almirall has teams in charge of managing the Pharmacovigilance system, through which patients, consumers and product users can report suspected adverse reactions (unintended harmful response to a medicine). Almirall has enabled different communication channels, including digital media (corporate website and social networks), telephone number available both in digital media and in the package leaflet of the medicinal products, and direct contact with Almirall employees through the medical visit. The pharmacovigilance system includes the continuous monitoring of the safety profile of the medicinal products, medical devices and cosmetics of the company's product portfolio.

If a side effect/adverse reaction/incident/unwanted effect is identified in relation to our products, the measures to take include updating the product information (technical data sheet, package leaflet, etc.) and the potential recall from the market if the product's benefit-risk ratio is not considered adequate for patients/consumers. For some products it is necessary to provide additional information to that which is shown in the technical data sheet and package leaflet, this being provided for in agreement with the competent health authorities. No pharmacovigilance recalls were required during 2024.

In the Pharmacovigilance area at the corporate level, within the R&D area, we have a team of health science professionals (including doctors, pharmacists, etc.) who are responsible for properly managing any suspected adverse reactions in relation to Almirall's products. This team evaluates the information collected, performs follow-up activities if necessary, and prepares and distributes safety reports to health authorities in accordance with current guidelines. This team also ensures that the safety information in the leaflets is up-to-date at all times. This activity is ongoing from the first authorization of the product until it is cancelled and its marketing authorization suspended.

There is a corporate safety committee for medicinal products, which is responsible for making relevant decisions on safety matters as well as for ensuring compliance with legislation and the safety of patients/customers.

To guarantee the continuity of the Pharmacovigilance activity, there is a business continuity plan, activated due to the COVID-19 pandemic in 2020 and kept in place in the subsequent years, which highlights the continuity of activities through teleworking. The plan is routinely tested once a year to ensure that pharmacovigilance activities can continue as normal in the case of any eventuality.

The most significant adverse reaction metrics for the last three years are as follows:

2022 2023 2024
No. of individual suspected cases of adverse reactions received and processed at
Almirall
3,872 4,652 5,121
No. of individual suspected cases of adverse reactions reported to health authorities
as required by current legislation
1,984 2,458 2,524

Table 63 Adverse reactions

The number of adverse reactions received and processed at Almirall includes individual safety information reports for all products marketed by Almirall worldwide. In addition to adverse reactions, safety communications may contain reports of lack of efficacy, abnormal laboratory test results, use outside the indications authorized in the technical data sheet, overdose, misuse, occupational exposure or exposure during pregnancy and breastfeeding, among others. Such information may be received through subsidiaries or external partners, as well as from health authorities, or obtained directly by the corporate department through scientific literature or other sources such as traditional media or digital media.

The number of adverse reactions reported to health authorities consists of individual reports of adverse reactions that meet the minimum criteria to be reported to the authorities in accordance with current legislation. Of the total safety information received, not all communications warrant expedited notification to the authorities, either because it is not required by the authority itself, or because it has been received from the authority itself. However, all information must be collected in Almirall's Pharmacovigilance system to be considered in the evaluation of the safety profile of the products.

In the event of discrepancy, the Spanish language version prevails.

5.4.5.Taking effective actions and approaches to mitigate risks and seize opportunities related to Patients and End-Users

See reference to patient-related actions in the following sections: 5.4.3 "Patient health and safety", 5.4.4 "Communication Channels with Patients and End Consumers" and 5.4.6 "Commitments to the community". None of the actions require CAPEX and/or OPEX resources that are material to the Group's budgets.

In addition, the Group's Strategic Plan, which includes a pillar dedicated to patients, is set out in detail in chapter 3.1.3 "Sustainability Strategy".

Finally, no human rights complaints have been received from patients in 2022, 2023 or 2024.

5.4.6.Commitments to the community

In its daily activity, Almirall has close ties with all those involved in the fields of research and healthcare, seeking to maintain a transparent relationship of trust with all of them. Partners such as healthcare professionals (HCPs), healthcare organizations (HCOs), patient organizations (POs) and patient advocacy groups (PAGs) play a key role in improving skin health. Activities in collaboration with these provide the Group with an invaluable opportunity to listen, learn and share. In addition, to foster a comprehensive, continuous and impactful connection with communities, the responsibility for patient engagement is entrusted to the Medical Affairs department, headed by the Vice President of International Medical Affairs.

To further improve the effectiveness of patient engagement efforts, Almirall is taking steps to proactively seek comments from its partners in order to refine and adapt its patient engagement strategies and improve patient satisfaction. This approach aims to improve the patient experience with treatments and medicines, creating a cycle of continuous improvement and confidence in Almirall's commitment to patient care.

Specific actions have been implemented to obtain perspectives from particularly vulnerable patients, such as cooperation with institutions like IFPA and GlobalSkin, making it possible to identify and prioritize their needs in the developed strategies.

Patients and patient organizations

Almirall supports patient organizations in accordance with the Code of Practice of the European Federation of Pharmaceutical Industries Associations (EFPIA) and national codes. Benefiting patients is at the core of all Almirall's activities. The company strives to provide effective treatments that improve the health and quality of life of patients, in the pursuit of the well-being of patients, who are the focus of its activities. The entire operating model, from scientific innovation to product marketing, is based on understanding patients and their environment in order to provide them with the greatest possible value. The Group develops innovative drugs that address unmet needs that may have psychological implications and promotes greater awareness of little-known pathologies, such as psoriasis and atopic dermatitis, that have a significant impact on patients' lives.

Almirall does not limit itself to the treatment of physical symptoms, but also strives to acquire an in-depth understanding of the impact of skin diseases on the emotional health and well-being of sufferers and their loved ones. To fulfil the Group's mission, an important aspect is to raise awareness of these diseases in an attractive and relevant way. To be as close as possible to patients, we collaborate with both patient organizations and patient advocacy groups representing people with chronic skin diseases and autoimmune diseases, improving the care they receive through better support, information and services. This cooperation leads to better outcomes and experiences, and better health for all. The direct contact with these organizations reflects Almirall's commitment to building mutual respect and trust with the dermatological community.

In 2024, we collaborated with the global patient organization IFPA (International Federation of Psoriasis Associations). Through annual sponsorship, Almirall participates in IFPA's important mission to unite, strengthen and lead the global psoriatic disease community. By supporting IFPA, more than 60 million people worldwide living with psoriatic disease are reached. We also support IFPA's flagship programs: World Psoriasis Day, the IFPA Forum and the IFPA Accelerator. The IFPA Forum is about people living with psoriatic disease and what is needed to address their unmet needs. The vital part of IFPA's work is to support, through the IFPA Accelerator, the growing network of national patient organizations working to improve the lives of people with psoriatic disease. The slogan for World Psoriasis Day 2024 was "Psoriasis and the family", and Almirall draws attention to the profound impact this condition has not only on individuals, but also on their families.

Another important partner in the patient-centric journey is GlobalSkin (International Alliance of Dermatology Patient Organizations). Almirall supported this unique global alliance, committed to improving the lives of patients worldwide, fostering relationships with members, partners and all those involved in healthcare, building a dialogue with decision makers around the world to promote patient-centric healthcare. GlobalSkin connects more than 200 Dermatology-focused patient organizations and is based on three pillars: research, advocacy

In the event of discrepancy, the Spanish language version prevails.

and support. We have supported its Atopic Eczema Community in building a strong and united voice for Atopic Eczema worldwide and also actively participated in the Atopic Eczema Forum 2024.

Since 2023, Almirall has sponsored a new EUROPSO (European Federation of Psoriasis Movements) project - PSO Podcasts - which aims to raise awareness of the psychosocial burden of psoriasis and the importance of the well-being of patients and their families.

In 2024, Almirall initiated a significant collaboration with the European Federation of Allergy and Airways Diseases Patients' Associations (EFA), a European organization dedicated to improving the lives of people with allergies, atopic eczema and asthma. This collaboration aligns with Almirall's commitment to advancing patientcentered care and raising awareness of dermatological conditions.

Through this partnership, Almirall supports EFA's vision of ensuring that all people affected by these conditions have access to the highest quality of care, a safe environment and actively engage in decisions related to their health. EFA's goals focus on three key pillars: 1) Inform, by building patient evidence, capacity and momentum for change in prevention, care and participation; 2) Prevent, by promoting better prevention and innovation in European policies; and 3) Care, by advocating for timely, accessible and patient-centered care and innovation.

In addition, Almirall proudly supports World Atopic Dermatitis Day, reinforcing its dedication to improving the quality of life of atopic eczema patients and their families. By collaborating with EFA and participating in these initiatives, Almirall continues to address unmet patient needs and promote a greater understanding and awareness of chronic conditions throughout Europe.

Our subsidiaries' commitment to patient organizations

Spain

This year, collaboration with the patient advocacy group Acción Psoriasis has focused on three lines:

  • Raising awareness of the disease, collaborating on key dates such as World Psoriasis Day, National Psoriasis Day in Spain and continuing to support the empowerment of patients with psoriasis. An example of this is the Proyecto NINA (NINA Project) film, which has been shared across the country, and post-viewing multidisciplinary roundtables have been encouraged.
  • "Topicals into action", to support patients treated with topical products, their voice is essential in order to drive positive change and improvement. Acción Psoriasis has launched a survey to collect the views and experiences of 1101 patients in order to identify areas for improvement in healthcare and thus improve their quality of life.
  • The Insight project, which aims to reach a consensus on the definition of wellness in psoriasis. A multidisciplinary approach has been undertaken that incorporates the patients' voice among dermatologists, pharmacists and psychologists.

With AADA (Asociación de Afectados por Dermatitis Atópica - Association for those Affected by Atopic Dermatitis), the company is committed to raising awareness of the disease, collaborating on World Atopic Dermatitis Day with a video showing the daily experience of suffering from AD, National AD Day with a session involving AD experts and patients to share experiences and help empower AD patients. In addition, AADA is involved in many internal projects, such as the YouFeelWell initiative.

In the field of multiple sclerosis (MS), this year saw the launch of the Proyecto Cuéntalo ['Talk about it' project], which aims to bring neurologists and patients closer together to express symptoms, thus facilitating the management of MS patients by the professionals. Among other projects, we are collaborating with regional MS patient associations in the following solidarity campaigns: the virtual MOU-TE race; the 'Una manzana por la vida' [An apple for life] campaign, which raised funds and gave visibility to the 9.000 families of patients with multiple sclerosis in Catalonia, and the Mulla't campaign, an event that is run in swimming pools across Spain. The group was also involved at regional level with the World and National Multiple Sclerosis Day campaigns. Almirall also collaborates with these regional associations in conducting workshops on MS symptoms, in which patients are taught techniques for optimizing exercise therapy and maintaining a routine that allows them to improve their symptoms in the medium/long term. In this regard, a series of videos have been prepared in collaboration with a regional MS society.

Germany

Almirall supported educational and awareness campaigns of patient organizations representing people with chronic skin diseases, autoimmune diseases or allergies. Deutscher Neurodermitis Bund e.V. (DNB) disseminated educational information for patients. We have collaborated with Deutscher Allergie-und Asthmabund (DAAB) to co-create a patient brochure. We support the patient organization Netzwerk

In the event of discrepancy, the Spanish language version prevails.

Autoimmunerkrankter (NIK e.V.) and its cooperation with Derma2go, the leading expert in digital dermatology, as well as its "Skin Week" campaign dedicated to psoriasis and atopic dermatitis.

France

In France, during 2023, Almirall supported patient associations in various contexts. We supported the France Psoriasis association on World Psoriasis Day by organizing a round table with a health professional, a psychiatrist, a psychoanalyst and a dermatologist, as well as representatives of this patient association. The purpose of the discussions was to highlight the importance of psychological aspects for the well-being of patients. The panel discussion was posted on LinkedIn as part of the World Psoriasis Day celebration.

We supported the patient organization French Eczema Association, an association fighting for a better understanding of atopic dermatitis, by supporting a patient survey on care trajectories and perceptions of the quality of care in France for this disease. The main findings of this survey were made public through the LinkedIn campaign on World Eczema Day.

The Patients and Digital Health event that we supported enabled more than twenty speakers, industrial and academic institutions, healthcare professionals, ministerial delegates and patient associations to discuss the contributions that digital tools could make to improve dermatology. Several themes marked these discussions: patient care, organization of care, collaboration between professionals and research, including artificial intelligence.

In addition to ongoing initiatives, Almirall supported several French associations of patients with Verneuil's disease (Hidradenitis Suppurativa, HS) by funding and organizing a comprehensive study involving 1,200 patients. The study focused on understanding the expectations and perceptions around this debilitating condition. As a result of this collaboration, the study has already produced five publications, including several in the Journal of the European Academy of Dermatology and Venereology (JEADV), as well as numerous abstracts presented at international and French conferences.

Beyond the study itself, the connections fostered through this partnership have enabled one of the patient associations to join a European expert committee led by Almirall. This committee aimed to design an early phase clinical trial protocol for a potential biological treatment for HS. By ensuring the integration of patients' perspectives at the earliest stages of clinical development, Almirall reaffirmed its commitment to placing patients at the center of its innovation efforts, particularly to address unmet medical needs in rare and challenging conditions.

Italy

Almirall continues its commitment to patient-centered initiatives by sponsoring the DERMA-POINT portal, a project validated by dermatological specialists and Scientific Societies (SIDEMAST). This platform is designed to inform, educate and support patients in the management of conditions such as psoriasis, atopic dermatitis and actinic keratosis. By means of self-assessment tools and educational content, the portal improves awareness about the diseases and screening efforts, enabling a more timely care and better access to treatment. The initiative is sponsored in collaboration with APIAFCO (Associazione Psoriasici Italiani Amici della Fondazione Corazza) and L'ADIPSO (Associazione per la Difesa degli Psoriasici).

In addition, Almirall supported a press conference on World Psoriasis Day at the Senate of the Republic. This event brought together representatives from the scientific-academic community and patient associations (ADIPSO and APIAFCO) to discuss legislative measures promoted by the Parliamentary Intergroup on Skin Diseases, with a specific focus on psoriasis. The conference served as a platform to gather ideas and suggestions for further improving patient care and advocacy efforts.

In 2024, Almirall also initiated a collaboration with ANDEA (Associazione Nazionale Dermatite Atopica), an association of patients with atopic dermatitis, in conjunction with the launch of Ebglyss. This collaboration includes a multi-faceted project that involves a patient survey, a multi-stakeholder advisory board and a comprehensive report. The goal is to identify the key patient needs and co-create solutions to improve the patient journey for those living with atopic dermatitis, reflecting Almirall's dedication to addressing unmet patient needs through collaborative efforts.

United Kingdom

In 2023, as part of National Eczema Week, the patient organization National Eczema Society (NES) produced patient podcasts with the help of funding from Almirall and other organizations. They vividly explained the impact of atopic dermatitis and helped to understand the condition from the patient's perspective. Each episode explored the issues through real-life experiences and shows the importance of managing the condition.

In the event of discrepancy, the Spanish language version prevails.

Another activity organized together with NES has been the Patient Forum, which aims to encompass diverse patient experiences, broaden patient perspectives and discuss emotional challenges and well-being concerns to improve overall patient satisfaction and ensure a holistic approach to their atopic dermatitis journey.

Netherlands

Almirall sponsored the National Institutional Eczema Project (NCEP), which brings together all stakeholders in eczema care. The aim is to provide information, training and tools to both patients and healthcare professionals, make tools available, disseminate them and implement them. This has been done in a unique way that closely involves the patient association and all parties that directly or indirectly provide care. As a result, the project provides information and support tools that can be used throughout the country, which for Almirall is a further step in its commitment to support patient access to care and healthcare professionals, as well as patient education.

Denmark

Almirall financially supported the project of the patient organization Atopisk Eksem Forening, which aims to raise awareness about reducing the referral time for dermatological treatments, including a meeting organized in the Danish national parliament. Almirall also provided a financial grant to support Professor Tove Agner's new book campaign on atopic dermatitis for patients, healthcare professionals and parents.

Sweden and Norway

Almirall conducted surveys in collaboration with the psoriasis patient organization "Psoriasisförbundet" in Sweden and "Psoriasis og Eksem Forbundet", the psoriasis and atopic eczema patient organization in Norway, focusing on patients' quality of life, well-being and satisfaction with the treatment received. The aim is to collect the first data on the well-being of Swedish and Norwegian patients with psoriasis, to raise awareness among patients and dermatologists, as well as political society, about the importance of patient well-being.

Almirall supported the conference of the Swedish regional patient organization "Psoriasisforeningen Halland". The aim was to raise awareness of the burden and unmet needs of psoriasis patients and to discuss with regional politicians the future of patient care.

United States

Not only is Almirall committed to improving the well-being of patients through its innovative therapies, it also advocates for disease awareness to help patients prevent these pathologies. In the United States, Almirall has partnered with the Skin Cancer Foundation, an organization dedicated to empowering people with resources for the prevention, detection and treatment of skin cancer. For the second year in a row, the company has contributed a donation of €10,000 through our YouFeelWell challenge.

Global medical associations

International Psoriasis Council

The overall goal of this Council is to raise the standard of care and treatment of psoriasis worldwide, focusing on providing personalized care that optimizes long-term quality of life and reduces the risk of comorbidities for affected individuals.

Euromelanoma is a European network of dermatologists whose aim is to promote and share information on the prevention, early diagnosis and treatment of skin cancer. Almirall is one of the key sponsors of its patient awareness campaigns. In addition, in 2023 we launched the 2nd World AK (Actinic Keratosis) Day campaign with its support.

During 2023, Almirall also sponsored activities of SCOPE, a pan-European organization for skin care in organ transplant patients, to support further education and meetings aimed at scientific exchange between physicians and basic scientists working on skin problems in organ transplant patients.

Strategic partners

Almirall believes that agreements with other companies help to offer a balanced and competitive product portfolio and also serve to enhance their business growth. Almirall is, therefore, continuously looking for collaborations and associations that will enhance its R&D capabilities, expand the pipeline and help it achieve its objectives. The strategic partnerships cover the entire drug value chain and allow the company to share efforts, resources and risks for the purpose of discovering innovative treatments in the medical dermatology field. The most relevant strategic partners at the end of the year ended 31 December 2024 are as follows:

Commercial area

In the event of discrepancy, the Spanish language version prevails.

  • Sun Pharma: the laboratory that owns Ilumetri (a biologic therapy for patients with moderate to severe plaque psoriasis), for which the Group has marketing rights in Europe.
  • Lilly: laboratory that owns Ebglyss (an innovative biologic therapy for patients with atopic dermatitis) for which the Group has marketing rights in Europe and which was approved by the EMA in November 2023.
  • MC2 Therapeutics: the laboratory from which the Group acquired marketing rights for Europe and which is marketed under the brand name Wynzora™ (except in Austria, where it is marketed under the brand name Winxory™) indicated for mild to moderate plaque psoriasis in adults, including the scalp.

Research and Development

  • Evotec: a multi-target partnership in medical dermatology in which both partners will contribute pharmacological targets to the research process. The partnership will combine Evotec's fully integrated multimodal platform with Almirall's expertise in medical dermatology. Evotec is responsible for drug discovery and preclinical development using its fully integrated AI/ML-based EVOiR&D platform. For its part, Almirall leads the clinical development and marketing.
  • Ichnos Science: the biotechnology company from which the Group acquired the global rights to develop and market ISB 880, an IL-1RAP antagonist, a monoclonal antibody for autoimmune diseases. Ichnos will retain the rights to antibodies targeting the IL-1RAP pathway for oncology indications.
  • Simcere: the pharmaceutical company from which the Group acquired exclusive development and marketing rights for SIM0278 (worldwide except China), the IL-2 mutant fusion protein (IL-2Mu-Fc) developed by Simcere and drug candidate for the treatment of autoimmune diseases.
  • Etherna: an mRNA/NPLi technology platform company, with which the Group has announced a multitarget alliance to research and develop novel mRNA-based therapies for serious skin diseases, including non-melanoma skin cancer.
  • Absci: a generative AI drug creation company, with which the Group has signed an agreement with the aim of collaborating in the discovery, development and commercialization of AI-engineered therapies (Absci's Integrated Drug Creation™ platform) to treat chronic and debilitating dermatological diseases.
  • Novo Nordisk: licensing agreement for the rights to NN-8828 for the use thereof in various fields, including immune-mediated inflammatory skin diseases. NN-8828 is an IL-21 blocker that inhibits IL-21-induced pathophysiological functions in several immunomodulatory diseases.
  • Eloxx Pharmaceuticals: licensing agreement for rights to ZKN-013, including its use in orphan dermatological diseases. ZKN-013 is a potentially promising oral drug for reading nonsense mutations, which allows host cells to produce functional proteins that counteract the root cause of these rare dermatological diseases and potentially others.

Associations and health authorities

Almirall complies rigorously with all legal and administrative processes required by the health authorities in all areas of activity. Moreover, it collaborates with associations to develop health-related projects. Almirall is a member of the European Federation of Pharmaceutical Industries and Associations (EFPIA) and the International Federation of Pharmaceutical Manufacturers & Associations (IFPMA), among others.

In all of these relationships, the information provided to the associations, along with the company's scientific knowledge, are used to develop products with the highest degree of safety and effectiveness to maximize patient well-being. The Group seeks to extend its commitment to all its partners and suppliers in the value chain in order to form solid relationships based on integrity, trust and transparency.

Almirall also carries out several awareness campaigns on various pathologies with the aim of making patients aware of how to control the symptoms of the diseases they suffer from and to raise awareness among the general public of the impact these diseases have on the people who suffer from them.

In addition, Almirall also participates in the AMR Action Fund, a fund created by leading pharmaceutical companies and organized by the IFPMA with the support of the WHO, the EIB and the Wellcome Trust. The objective of the fund is to combat antibiotic resistance to infectious diseases. This fund aims to generate 2 to 4 new antibiotics by 2030, investing more than \$1 billion in small biotechnology companies and providing industry expertise to create the conditions needed to facilitate the clinical development of new antibiotics.

In the event of discrepancy, the Spanish language version prevails.

The following is a list of the main associations of which Almirall or its subsidiaries are members, as well as the contribution made to each of them. In total, the Group made contributions in 2024 for a total amount of €2,166 thousand (€1,962 thousand in 2023), including:

  • International Federation of Pharmaceutical Manufacturers & Associations (IFPMA): in partnership with the global healthcare community, IFPMA promotes policies that encourage innovation, resilient regulatory systems and high-quality standards; advocates ethical practices; and champions sustainable healthcare policies to meet the needs of patients and the healthcare system. In 2024, the Group contributed €211 thousand (€201 thousand in 2023).
  • European Federation of Pharmaceutical Industries and Associations (EFPIA): represents the biopharmaceutical industry operating in Europe. Through its direct members, 36 national associations, 39 leading pharmaceutical companies and a growing number of small and medium-sized enterprises (SMEs), EFPIA's mission is to create a collaborative environment that enables its members to innovate, discover, develop and deliver new therapies and vaccines for people across Europe, and to contribute to the European economy. In 2024, the Group contributed €327 thousand (€305 thousand in 2023).
  • Farmaindustria (Spain): is the National Business Association of the Pharmaceutical Industry established in Spain, and it represents the associated laboratories before society and its Public Administrations, collaborates with them, promotes the sector's commitment to R&D, conveys the reality of the pharmaceutical industry to the public and offers companies value-added services. In 2024, the Group contributed €195 thousand (€178 thousand in 2023).
  • Verband der Chemischen Industrie (Germany): The German Chemical Industry Association represents the economic policy interests of chemical and pharmaceutical companies in Germany. As the voice of industry-wide economic policy, the association discusses with other stakeholders, elected officials and authorities, the scientific community and non-governmental organizations the optimal design of framework conditions in Germany as an industrial location. In 2024, the Group contributed €262 thousand (€246 thousand in 2023).
  • Bundesvderband der Arzneimittel-Hesrteller (BAH, Germany): The German Association of Pharmaceutical Manufacturers (BAH) is the main trade organization of the pharmaceutical industry in Germany. It represents the interests of some 400 member companies, which maintain around 80,000 jobs in Germany. In addition to drug manufacturers, BAH members are also pharmacists, lawyers, publishers and agencies, as well as market research and opinion institutions. BAH advocates safe and responsible self-medication through professional medical and pharmaceutical advice. It therefore strongly supports the legal protection of the incumbent pharmacy as the primary institution for distribution. In 2024, the Group contributed €149 thousand (€154 thousand in 2023).

Non-Governmental organizations

Almirall works with several non-profit organizations to promote activities, offer services and fund projects that they consider fundamental for the social development of the most disadvantaged populations and regions. For example, the company maintains close relationships with patient organizations and patient advocacy groups, as discussed in detail, collaborating on projects and placing the company's expertise at their disposal. This makes it possible to have a complete picture of their needs, the conditions surrounding their diseases, and the emotional and social barriers they face.

Almirall only makes donations, contributions and sponsorships to institutions, organizations or associations that are made up of healthcare professionals and/or provide healthcare or conduct research, subject in all cases to the following requirements:

  • They must be made for the purpose of supporting healthcare or research;
  • They must be validated and authorized internally beforehand, correctly documented on the basis of the corresponding prior contract, and the data of the corresponding beneficiaries duly identified and recorded;
  • They must not be intended to induce the recommendation, prescription, purchase, dispensing, sale or administration of specific drugs; and
  • They do not violate either the applicable local regulations or the ethical commitments assumed by the sector.

In 2024, donations amounting to €270 thousand were made (€408 thousand in 2023) to various foundations, universities and health centers, mainly in Italy, Germany and Spain. Almirall does not allow donations and grants that benefit individual medical professionals.

In the event of discrepancy, the Spanish language version prevails.

5.4.7.Main patient-related goals and targets

Almirall's goals and objectives are patient-centered, with wellness as a key pillar in its clinical trials. The company is committed to integrating sustainability considerations into its research, development and innovation processes, ensuring that the needs and quality of life of patients are at the center of its efforts. In the long term, Almirall seeks not only to develop more effective treatments, but also to encourage a more responsible and ethical approach to healthcare by proactively managing its current and future material impacts.

As part of its 2024-2030 Sustainability Strategy, Almirall is committed to establishing at least one Advisory Board per year with a high level of impact. These Boards will review the company's ongoing projects, providing perspectives that ensure decisions are aligned with patients' needs.

In addition, the company considers sustainability at every stage of research, innovation and development. A target has been set for 90% of partnerships to comply with a sustainability policy by 2026-2027, reflecting the importance of assessing the status of the sustainability certifications and qualifications of current and future partners in order to meet the sustainability expectations of patients and consumers.

Finally, Almirall has set itself an ambitious target in terms of direct impact on patients' lives through its strategic dermatological portfolio. The company aims to significantly increase the number of patients benefiting from its innovative dermatology treatments, including key products such as Ebglyss, Ilumetri, Klisyri and Wynzora. These treatments are designed to address specific dermatological needs, improving the quality of life of patients suffering from chronic skin conditions.

Almirall's goal is to have at least 731 thousand patients benefiting from its strategic portfolio of dermatological products by 2024.

This strategic approach underlines Almirall's ability to innovate in key therapeutic areas, whilst responsibly managing its impacts on the healthcare sector and responding to the sustainability expectations of its patients and consumers.

The company is actively working to refine patient-related goals to align with its long-term vision of expanding access to effective dermatological treatments. This process involves a continuous assessment of patient needs, market demands and the impact of its current initiatives. By focusing on delivering high-quality medical solutions, Almirall remains committed to improving the health and well-being of patients, whilst addressing the challenges of an ever-evolving global healthcare landscape.

Almirall is committed to a process of continuous learning, regularly evaluating its performance to draw key lessons and identify areas for improvement. This approach ensures the adoption of more effective practices aligned with the needs of consumers and end-users, thus reinforcing its long-term strategy.

Almirall is working on a more robust framework to comprehensively address target setting and to involve consumers, patients, their legitimate representatives or credible intermediaries in setting targets and monitoring performance. Relevant information, including updates on this process, will be disclosed upon completion, reflecting Almirall's dedication to transparency and alignment with evolving reporting standards.

6. ABOUT THIS REPORT

6.1.Scope of the report

This report covers the period from 1 January to 31 December 2024, corresponding to Almirall's financial year, and has been prepared in accordance with the ESRS, which were adopted as Delegated Acts by the European Commission on 31 July 2023 and published in the Official Journal of the EU on 22 December 2023.

The first application of these reporting standards was 1 January 2024. In the sections where historical data appears, figures for the last three years (2022-2024) have been included and some figures may have been restated as a result of the change in regulations, as until 2023 Almirall reported under selected GRI standards. Where such a change is relevant, it has been indicated in the relevant section of this report.

In this regard, it should be noted that the European Directive has not finally been transposed at the Spanish State level, and therefore Spanish Law 11/2018, of 28 December, remains in force. As a consequence, although this report has been prepared under CSRD criteria, certain data required by Law 11/2018 have been maintained (in those cases where the CSRD does not cover the requirement, the GRI criteria used in previous years have been followed). Section 6.3 "List of ESRS requirements included in the report" provides details of the correspondence of the sections with the ESRS topics, whilst section 6.4 "Index of contents required by Law

In the event of discrepancy, the Spanish language version prevails.

11/2018 of 28 December" explains which section they are located in and which ESRS covers that aspect (if any).

For the purposes of this report, Almirall S.A. and all its subsidiaries are referred to as 'Almirall', 'the Group', or 'the Company'. The information reported includes all subsidiaries of the Group, which can be found in the Appendix to the Consolidated Financial Statements for the year ended 31 December 2024.

The financial information included in this report is derived from the Consolidated Financial Statements for the year ended 31 December 2024.

The indicators included in this report have been compiled by Almirall. The system used to obtain information guarantees methodological rigor and allows for historical comparisons. The members of its value chain have also been taken into account.

Almirall incorporates the content of this non-financial information in this Management Report. In addition, it prepares an Annual Report, a document that reports on its social and environmental policies, as well as its commitment and performance in sustainability and ESG. In it, the Group provides detailed information on its actions with regard to the issues described above.

6.2.Principles of preparation

Almirall has prepared this report under the regulatory framework included in the new ESG reporting ecosystem, which establishes stricter standards in environmental, social and corporate governance matters and is based on the principle of double materiality. The method for determining Almirall's reporting materiality is defined in chapter Double materiality assessment of this report.

This regulatory framework includes the Corporate Sustainability Reporting Directive (CSRD) and the requirements applicable to the European Sustainability Reporting Standards (European Sustainability Reporting Standards, ESRS), developed by the European Financial Reporting Advisory Group (EFRAG), and adopted as delegated acts on 31 July 2023.

The Group's Management has prepared this report on the basis of the best information available at the reporting date. Throughout the report, where data from external sources, estimates or certain assumptions have been used in the calculations, these have been indicated in the respective section. Also, if there are uncertainties that could affect the calculation of an indicator, they have been disclosed in the same way.

Finally, disclosure requirements, for data included in cross-cutting standards and topical standards derived from other EU legislation, have been indicated in the respective section, as described in Appendix B of ESRS 2. Where no specific reference has been made, this is because it is not material.

6.3.List of ESRS requirements included in the report

ESRS topic Disclosure requirement Section of the report ESRS 2 - General Disclosures BP-1: General basis for preparation of the sustainability statement 6.1 6.2 ESRS 2 - General Disclosures BP-2: Disclosures in relation to specific circumstances 6.1 6.2 ESRS 2 - General Disclosures GOV-1: The role of the administrative, management and supervisory bodies 2.1.1 2.1.2 2.1.3 ESRS 2 - General Disclosures GOV-2: Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies 2.1.2 2.1.4 3.1 ESRS 2 - General Disclosures GOV-3: - Integration of sustainability-related performance in incentive schemes 3.1.4

Below is a list of the disclosure requirements included in the report and where they are located:

In the event of discrepancy, the Spanish language version prevails.

ESRS topic Disclosure requirement
ESRS
2
-
General
Disclosures
GOV-4: Statement on due diligence 4.1.3
ESRS
2
-
General
Disclosures
GOV-5: Risk management and internal controls over sustainability
reporting
2.1.4
ESRS
2
-
General
SBM-1: Strategy, business model and value chain 1
Disclosures 3.1.3
3.2.4
ESRS
2
-
General
Disclosures
SBM-2: Interests and views of stakeholders 3.2.5
ESRS
2
-
General
Disclosures
SBM-3: Material impacts, risks and opportunities and their
interaction with strategy and business model
3.2.6
ESRS
2
-
General
Disclosures
IRO-1: Description of the processes to identify and assess material
impacts, risks and opportunities
3.2.7
ESRS
2
-
General
Disclosures
IRO-2:
Disclosure
requirements
in
ESRS
covered
by
the
company's sustainability statement
6.2
ESRS
2
-
General
Disclosures
MDR-P: Policies adopted to manage material sustainability matters 2.2.3
ESRS
2
-
General
Disclosures
MDR-A: Actions and resources in relation to material sustainability
matters
3.1.4
ESRS
2
-
General
MDR-M: Metrics in relation to material sustainability matters 3.1.5
Disclosures 3.1.6
ESRS
2
-
General
Disclosures
MDR-T: Tracking effectiveness of policies and actions through
targets
3.1.4
E1 – Climate Change GOV–3:
Integration
of
sustainability-related
performance
in
incentive schemes
4.3.1
E1 – Climate Change SBM–3: Material impacts, risks and opportunities and their
interaction with strategy and business model
4.3.2
E1 – Climate Change IRO-1: Description of the processes to identify and assess material
impacts, risks and opportunities
4.3.2
E1 – Climate Change E1-1: Transition plan to mitigate the impact of climate change 4.3.3
E1 – Climate Change E1-2: Policies related to climate change mitigation and adaptation 4.3.4
E1 – Climate Change E1-3: Actions and resources in relation to climate change policies 4.3.5
E1 – Climate Change E1-4: Targets related to climate change mitigation and adaptation 2.3.5
4.3.5
E1 – Climate Change E1-5: Energy consumption and energy mix 4.3.6
E1 – Climate Change E1-6: Gross scope 1, 2 and 3 emissions and total GHG emissions 4.3.7
E1 – Climate Change E1-7: GHG removals and GHG mitigation projects financed through
carbon credits
4.3.8
E1 – Climate Change E1-8: Internal carbon pricing system 4.3.9
E2 – Pollution IRO-1: Description of the processes to identify and assess material
impacts, risks and opportunities
4.4.1
E2 – Pollution E2-1: Policies related to pollution 4.4.2
ESRS topic Disclosure requirement Section of the
report
E2 – Pollution E2-2: Actions and remedies related to pollution 4.4.3
E2 – Pollution E2-3: Targets related to pollution 4.4.3
E2 – Pollution E2-4: Pollution of air, water and soil 4.4.4
4.4.5
4.4.6
E2 – Pollution E2-6: Potential financial effects from pollution-related impacts, risks
and opportunities
4.4.3
E3 – Water and marine
resources
IRO-1: Description of the processes to identify and assess material
impacts, risks and opportunities
4.5.1
E3 – Water and marine
resources
E3-1: Policies related to water and marine resources 4.5.2
E3 – Water and marine
resources
E3-2: Actions and resources related to water and marine resources 4.5.3
E3 – Water and marine
resources
E3-3: Targets related to water and marine resources 4.5.3
E3 – Water and marine
resources
E3-4: Water consumption 4.5.4
E4 -
Biodiversity and
ecosystems
SBM–3: Material impacts, risks and opportunities and their
interaction with strategy and business model
4.6.1
E4 -
Biodiversity and
ecosystems
IRO-1: Description of the processes to identify and assess material
impacts, risks and opportunities
4.6.1
E4 -
Biodiversity and
ecosystems
E4-1: Transition plan and consideration of biodiversity and
ecosystems in strategy and business model
4.6
E4 -
Biodiversity and
ecosystems
E4-2: Policies related to biodiversity and ecosystems 4.6.2
E4 -
Biodiversity and
ecosystems
E4-3: Actions and resources related to biodiversity and ecosystems 4.6.3
E4 -
Biodiversity and
ecosystems
E4-4: Targets related to biodiversity and ecosystems 4.6.3
E4 -
Biodiversity and
ecosystems
E4-5: Impact metrics related to biodiversity and ecosystem change 4.6.3
E5 - Resource use and
circular economy
IRO-1: Description of the processes to identify and assess material
impacts, risks and opportunities
4.7.1
E5 - Resource use and
circular economy
E5-1: Policies related to resource use and circular economy 4.7.2
E5 - Resource use and
circular economy
E5-2: Actions and resources related to resource use and circular
economy
4.7.3
E5 - Resource use and
circular economy
E5-3: Targets related to resource use and circular economy 4.7.3
S1 - Own Workforce SBM-2: Interests and views of stakeholders 5.2.1
S1 - Own Workforce SBM-3: Material impacts, risks and opportunities and their
interaction with strategy and business model
5.2.1
S1 - Own Workforce S1-1: Policies related to own workforce 5.2.2
ESRS topic Disclosure requirement Section of the
report
S1 - Own Workforce S1-2: Processes for engaging with own workers and workers'
representatives about impacts
5.2.3
S1 - Own Workforce S1-3: Processes to remediate negative impacts and channels for
own workers to raise concerns
S1 - Own Workforce S1-4: Taking action on material impacts on own workforce, and
approaches to mitigating material risks and pursuing material
opportunities related to own workers, and effectiveness of those
actions
5.2.5
S1 - Own Workforce S1-5: Targets related to managing material negative events,
advancing positive impacts and managing material risks and
opportunities
5.2.5
S1 - Own Workforce S1-6: Characteristics of the company's employees 5.2.7
S1 - Own Workforce S1-7: Characteristics of non-employees in the company's own
workforce
5.2.9
S1 - Own Workforce S1-8: Coverage of collective bargaining and social dialogue 5.2.3
S1 - Own Workforce S1-9: Diversity metrics 5.2.10
S1 - Own Workforce S1-10: Adequate wages 5.2.11
S1 - Own Workforce S1-11: Social protection 5.2.12
S1 - Own Workforce S1-12: People with disabilities 5.2.10
S1 - Own Workforce S1-13: Training and skills development metrics 5.2.13
S1 - Own Workforce S1-14: Health and safety metrics 5.2.14
S1 - Own Workforce S1-15: Work-life balance metrics 5.2.15
S1 - Own Workforce S1-16: Remuneration metrics (pay gap and total remuneration) 5.2.16
S1 - Own Workforce S1-17: Incidents, complaints and severe human rights impacts 5.2.17
S2 –
Workers in the
value chain
SBM-2: Interests and views of stakeholders 5.3.1
S2 –
Workers in the
value chain
SBM-3: Material impacts, risks and opportunities and their
interaction with strategy and business model
5.3.1
S2 –
Workers in the
value chain
S2-1: Policies related to value chain workers 5.3.2
S2 –
Workers in the
value chain
S2-2: Processes for engaging with value chain workers about
impacts
5.3.3
S2 –
Workers in the
value chain
S2-3: Processes to remediate negative impacts and channels for
value chain workers to raise concerns
5.3.3
S2 –
Workers in the
value chain
S2-4: Taking Action on material impacts, and approaches to
mitigating material risks and pursuing material opportunities related
to value chain workers, and effectiveness of those actions and
approaches
5.3.2
S2 –
Workers in the
value chain
S2-5: Targets related to managing material negative events,
advancing positive impacts and managing material risks and
opportunities
2.3.5
5.3.4
S4 -
Consumers and
end-users
SBM-2: Interests and views of stakeholders 5.4.1
ESRS topic Disclosure requirement Section of the
report
S4 -
Consumers and
end-users
SBM-3: Material impacts, risks and opportunities and their
interaction with strategy and business model
5.4.1
S4 -
Consumers and
end-users
S4-1: Policies related to consumers and end-users 5.4.2
S4 -
Consumers and
end-users
S4-2: Processes for engaging with consumers and end-users about
impacts
5.4.4
5.4.6
S4 -
Consumers and
S4-3: Processes to remediate negative impacts and channels for 5.4.2
end-users consumers and end-users to raise concerns 5.4.3
S4 -
Consumers and
end-users
S4-4: Taking action on material impacts on consumers and end
users, and approaches to mitigating material risks and pursuing
material opportunities related to consumers and end-users, and
effectiveness of those actions
5.4.5
S4 -
Consumers and
end-users
S4-5: Targets related to managing material negative events,
advancing positive impacts and managing material risks and
opportunities
5.4.7
G1 - Business conduct GOV-1:
The
role
of
the
administrative,
management
and
supervisory bodies
2.1.1
2.1.2
2.1.3
G1 - Business conduct IRO-1: Description of the processes to identify and assess material
impacts, risks and opportunities
3.2
G1 - Business conduct G1-1: Corporate culture and business conduct policies 2.2.1
2.2.3
5.1
G1 - Business conduct G1-3: Prevention and detection of corruption or bribery 2.2.4
G1 - Business conduct G1-4: Confirmed incidents of corruption or bribery 2.2.4

6.4.Index of contents required by Law 11/2018 of 28 December

Below is the table with all the contents required by law that the Group's management has considered material for the purposes of this report, unless expressly mentioned:

Areas Content Related ESRS
Standards
Section in the report and
page where it starts
Business model Brief description of the group's business model, including:
1)
its business environment,
2)
its organization and structure,
3)
the markets in which it operates,
4)
its objectives and strategies,
5)
the main factors and trends that may affect its future
development.
NEIS2 GOV-1
NEIS2 GOV-2
NEIS2 SBM-1
NEIS2 SBM-2
NEIS2 SBM-3
NEIS2 MDR-P
G1-1
1 Introduction to the
company, Page 6
2.1 Corporate Governance,
Page 7
Policies A description of the group's policies with respect to these
matters, including:
1)
due diligence procedures applied for identification,
assessment, prevention and mitigation of significant risks
and impacts
-
verification and control procedures, including the
measures adopted.
NEIS2 MDR-P
E1-2
E2-1
E3-1
E4-2
E5-1
G1-1
S1-1
S2-1
2.2.3 Business conduct
policies, Page 15
4.3.4 Policies related to
climate change mitigation
and adaptation
5.2.2 Policies related to
own workforce
Short-, medium
and long-term
risks
The principal risks associated with the group's activities in
relation to these issues, including, where relevant and
proportionate, any of its business relationships, products or
services that might have an adverse impact in the group's
activities in relation to those areas; and
-
how the group manages said risks,
S4-1 2.1.4 Risk management,
Page 12

In the event of discrepancy, the Spanish language version prevails.

Areas Content Related ESRS
Standards
Section in the report and
page where it starts
-
explaining the procedures used to detect and assess
them in accordance with the national, European or
international reference frameworks for each matter.
-
Information should be included on the impacts that have
been identified, providing a breakdown of these impacts,
in particular the main short-, medium- and long-term
risks.
Global Environment
1)
Detailed information on the current and foreseeable
effects of the company's activities on the environment
and, where appropriate, health and safety, environmental
assessment or certification procedures;
2)
Resources dedicated to the prevention of environmental
risks;
3)
The application of the precautionary principle, the amount
of provisions and guarantees for environmental risks.
(e.g. derived from the environmental liability law)
NEIS2 MDR-A
NEIS2 IRO-1
E1-3
E2-2
E3-2
E4-3
E5-2
4.1 Environmental
management, Page 51
European Taxonomy
Regulation (EU) 2020/852 containing the fundamentals of the
common European classification system for environmentally
sustainable economic activities, in particular delegated acts
for climate change mitigation and adaptation.
N/A 4.2 European Taxonomy,
Page 54
Pollution
Measures to prevent, reduce or remediate carbon emissions
that seriously affect the environment, taking into account any
form of activity-specific atmospheric pollution, including noise
and light pollution.
NEIS2 MDR-T
NEIS2 MDR-A
E2-2
E2-3
4.4 Pollution, Page 70
Circular economy and waste prevention and management
Circular economy NEIS 2 MDR-A 4.7Resource use and
Waste: Measures for prevention, recycling, reuse, other forms
of recovery and disposal of waste;
E5-2 circular economy, Page 78
Environmental
issues
Actions to combat food waste. Non-material
Sustainable use of resources
Water consumption and water supply according to local
constraints;
E3-4 4.5.4 Water consumption,
Page 74
Consumption of raw materials and measures taken to improve
the efficiency of their use;
E5-4 4.7.5 Consumption of
starting materials, Page 82
Direct and indirect energy consumption, measures taken to
improve energy efficiency and the use of renewable energies.
NEIS 2 MDR-A
E1-3
E1-5
4.3.6 Energy, Page 64
Climate change
The significant elements of greenhouse gas emissions
generated as a result of the company's activities, including the
use of the goods and services it produces;
E1-6 4.3 Climate Change, Page
58
Measures taken to adapt to the consequences of climate
change;
NEIS 2 MDR-A
E1-1
E1-3
E1-7
E1-8
The reduction targets voluntarily established in the medium
and long term to reduce greenhouse gas emissions and the
means implemented for this purpose.
NEIS 2 MDR-T
E1-1
E1-4
Protecting biodiversity
Measures taken to preserve or restore biodiversity; NEIS2 MDR-A
E4-3
4.6 Biodiversity and
ecosystems, Page 77
Impacts caused by activities or operations in protected areas. E4-5
Employment
Total number and distribution of employees by gender, age,
S1-6 5.2.7 Workforce profile,
Social and
worker-related
issues
country and job classification; S1-9
GRI 405-1
Page 96
5.2.10 Diversity and
inclusion, Page 100
Total number and distribution of employment contracts, 5.2.7 Workforce profile,
Page 96
7.1 Breakdown of
employees, Page 147
Average annual number of permanent contracts, temporary
contracts and part-time contracts by gender, age and
professional classification,
7.1 Breakdown of
employees, Page 147
Number of dismissals by gender, age and professional
classification;
S1-6
GRI 401-1
7.1.2 Layoffs, Page 148

In the event of discrepancy, the Spanish language version prevails.

Areas Content Related ESRS
Standards
Section in the report and
page where it starts
Average remunerations and their evolution disaggregated by
gender, age and professional classification or equal value;
Pay gap, the remuneration of equal or average jobs in society,
S1-16
GRI 405-2
5.2.11 Adequate wages,
Page 102
5.2.16 Pay Equity Criteria
and Pay Gap at Almirall,
Page 115
7.1.3 Remuneration, Page
148
The average remuneration of directors and executives,
including variable remuneration, allowances, indemnities,
payments to long-term savings schemes and any other
payments broken down by gender,
S1-16 7.1.3 Remuneration, Page
148
Implementation of work disconnection policies, NEIS2 MDR-P
S1-1
5.2.2 Policies related to
own workforce, Page 88
Employees with disabilities. S1-12 5.2.10 Diversity and
inclusion, Page 100
Work organization
Organization of working time NEIS2 MDR-P
S1-1
5.2.2 Policies related to
own workforce, Page 88
Number of absence hours S1-14
GRI 403-9
5.2.8 Employee satisfaction
and engagement (turnover
and absenteeism rates),
Page 98
Measures aimed at facilitating the enjoyment of work-life
balance and encouraging the co-responsible exercise of these
rights by both parents.
NEIS2 MDR-T
NEIS2 MDR-A
S1-4 Metrics
S1-5 Targets
S1-15
5.2.3 Processes for
engaging with own workers
and workers'
representatives, collective
bargaining and social
dialogue, Page 93
5.2.12 Social protection,
Page 103
Health and safety
Health and safety conditions at work;
S1-11
S1-14
5.2.14 Safety, health and
wellbeing, Page 109
Occupational accidents, in particular their frequency and
seriousness, Occupational diseases, disaggregated by
gender.
S1-14 5.2.14 Safety, health and
wellbeing, Page 109
Social relationships
Organization of social dialogue, including procedures for
informing, consulting and negotiating with employees;
S1-2 5.2.3 Processes for
engaging with own workers
and workers'
Percentage of employees covered by collective agreement by
country;
S1-8 representatives, collective
bargaining and social
dialogue, Page 93
The balance of collective agreements, particularly in the field
of health and safety at work.
S1-8
Mechanism and procedure available to the company to
promote the involvement of workers in the management of the
company, in terms of information, consultation and
participation
S1-3
Training
The policies implemented in the area of training;
The total number of training hours per professional category.
NEIS2 MDR-P
S1-1
S1-13
5.2.13 Talent development
and training, Page 104
Universal accessibility for people with disabilities NEIS2 MDR-A
S1-4
S1-12
5.2.10 Diversity and
inclusion, Page 100
Equality
Measures taken to promote equal treatment and opportunities
for women and men;
NEIS2 MDR-T
NEIS2 MDR-A
S1-4 Metrics
S1-5 Targets
5.2.4 Processes to
remediate negative impacts
and channels for own
workers to raise concerns,
Equality plans (Chapter III of Organic Law 3/2007, of 22
March, for the effective equality of women and men),
measures adopted to promote employment, protocols against
sexual and gender-based harassment, integration and
universal accessibility for people with disabilities;
NEIS2 MDR-P
NEIS2 MDR-A
S1-1
S1-4
Page 94
5.2.10 Diversity and
inclusion, Page 100
The policy against all types of discrimination and, where
appropriate, diversity management.
NEIS2 MDR-P
S1-1
5.2.2 Policies related to
own workforce, Page 88
5.2.10 Diversity and
inclusion, Page 100

In the event of discrepancy, the Spanish language version prevails.

Areas Content Related ESRS
Standards
Section in the report and
page where it starts
Implementation of human rights due diligence procedures
Prevention of risks of human rights violations and, where
appropriate, measures to mitigate, manage and redress
possible abuses;
NEIS GOV 4
S1-3
S2-4
S4-4
2.2.3, Page Business
conduct policies, Page 15
Complaints of human rights violations; S1-17 5.2.17 Human Rights
Incidents and Complaints,
Page 117
Human rights Promotion and enforcement of the provisions of the core
NEIS2 MDR-P
conventions of the International Labor Organization related to
S1-1
respect for freedom of association and the right to collective
S2-1
bargaining;
The elimination of discrimination in respect of employment
and occupation;
2.2.3 Business conduct
policies, Page 15
5.2.17 Human Rights
Incidents and Complaints,
Page 117
The elimination of forced or compulsory labor;
The effective abolition of child labor.
Corruption and Measures taken to prevent corruption and bribery G1-3 2.2.4 Prevention and
detection of corruption or
bribery Measures to combat money laundering bribery, Page 20
Contributions to foundations and non-profit entities GRI 2-28 5.4.6 Commitments to the
community, Page 128
Company's commitment to sustainable development
The impact of the company's activity on employment and local
development;
GRI 2-28
GRI 2-29
5.4.6 Commitments to the
community, Page 128
The impact of the company's activity on local populations and
in the territory;
The relations maintained with local community actors and the
modalities of dialogue with them;
Partnership or sponsorship actions.
Subcontracting and suppliers
The inclusion of social, gender equality and environmental
issues in the purchasing policy;
S2-1
2.3 Sustainable supply
S2-2
chain, Page 23
S2-3
Consideration in relations with suppliers and subcontractors of
S2-4
their social and environmental responsibility;
Social issues Monitoring systems and audits and their results.
Consumers
Measures for the health and safety of consumers; NEIS2 MDR-T
NEIS2 MDR-A
S4-4 Metrics
S4-5 Targets
5.4.3 Patient health and
safety, Page 125
5.4.4 Communication
Channels with Patients and
End Consumers, Page 126
Complaint systems, complaints received and their resolution. S4-3 5.4.4 Communication
Channels with Patients and
End Consumers, Page 126
Tax information
Earnings obtained on a country-by-country basis;
Taxes on profits paid
GRI 207-4
2.4 Responsible taxation,
GRI 201-4 with
Page 29
respect to subsidies
Public subsidies received

6.5.Requirements not included at the date of publication of this report

As of the date of this report and after having carried out the double materiality exercise (see section 3.2.10 "Results") and the identification of Impacts, Risks and Opportunities (see 3.2.6 "Identification of IROs"); Almirall is working on the incorporation of the following requirements:

Environment

ESRS Requirement Datapoint Justification
E1 –
Climate
Change
E1-3
Actions
and
resources in relation
to
climate
change
29. The company:
(c)
relate
the
significant
monetary
amounts of CapEx and OpEx necessary
to
implement
the
actions
taken
or
No information is provided
on
current
and
future
financial resources as they

Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails.

ESRS Requirement Datapoint Justification
policies. Metrics and
targets
planned with: i. the relevant line items or
notes to the financial statements; ii. the
key
performance
indicators
required
under Commission Delegated Regulation
(EU)
2021/2178;
and
iii.
where
applicable, the CapEx plan required
under Commission Delegated Regulation
(EU) 2021/2178
are not significant in relation
to Almirall's overall budgets
E1 –
Climate
Change
E1-5
Energy
consumption
and
energy mix
43. The company shall disclose the
reconciliation
with
the
relevant
line
item(s)
or
notes
to
the
financial
statements of the amount of net income
from activities in sectors with a high
climate impact (the denominator in the
calculation of energy intensity required in
paragraph 40).
No information is provided
on
current
and
future
financial resources as they
are not significant in relation
to the Group's budgets
E1 –
Climate
Change
E1-8 Internal carbon
pricing system
62. The company shall disclose whether
it applies internal carbon pricing systems
and, if so, how they support its decision
making
and
incentivize
the
implementation
of
climate-related
policies and targets.
The company is currently
analyzing
the
implementation
of
an
internal
carbon
pricing
mechanism in 2025 with the
objective
of
reducing
indirect Scope 3 emissions
related to business travel
E1 –
Climate
Change
E1-9
Anticipated
financial effects from
material
physical
and
transition
risks
and potential climate
related opportunities
67-79 Calculation guidance: expected
financial effects from material physical
risks
The regulation allows the
disclosure
of
these
datapoints to be omitted
during
the
first
year
of
preparing the sustainability
statement
E2 – Pollution E2-3 Targets related
to pollution
23. The information required in section 20
shall indicate whether and how the
targets relate to the prevention and
control of: (a) air pollutants and related
specific loads; (b) emissions to water and
related specific loads; (c) soil pollution
and
related
specific
loads;
and
(d)
substances of concern and very high
concern
Information
on
how
the
targets
relate
to
the
prevention and control of air
pollutants
and
related
specific
loads
is
not
included
in
this
report
because
they
are
not
significant
in
relation
to
Almirall's overall budgets
E2 – Pollution E2-6
Potential
financial effects from
pollution-related
impacts,
risks
and
opportunities
40. The information provided pursuant to
paragraph 38(a) shall include:
b) investments in assets and operating
and fixed costs incurred in the reporting
period together with significant impacts
and deposits;
The regulation allows the
disclosure
of
these
datapoints to be omitted
during
the
first
year
of
preparing the sustainability
statement (40a is omitted
specifically).
E4
-
Biodiversity
and
Ecosystems
E4-3
Actions
and
resources related to
biodiversity
and
ecosystems
27. The description of key actions and
resources shall be in accordance with the
mandatory content defined in ESRS 2
MDR-A. Actions and resources in relation
to material sustainability issues.
The company is currently
making efforts to update its
biodiversity-related actions
in order to promote the care
and
preservation
of
biodiversity in relation to its
own
operations
and
its
value chain
ESRS Requirement Datapoint Justification
E4
-
Biodiversity
and
Ecosystems
E4-3
Actions
and
resources related to
biodiversity
and
ecosystems
28. In addition, the company
b)
will
disclose
whether
it
used
biodiversity offsets in its action plans. If
the actions contain biodiversity offsets,
the company shall include the following
information: i. the purpose of the offset
and the key performance indicators used;
ii. the financial effects (direct and indirect
costs)
of
the
biodiversity
offsets
in
monetary terms; and iii. a description of
the offsets including the area, type and
quality criteria applied and the standards
that the biodiversity offsets fulfil
c) describe whether and how it has
incorporated
local
and
indigenous
knowledge and nature-based solutions
into biodiversity and ecosystem-related
actions.
The company is currently
making efforts to update its
biodiversity-related actions
in order to promote the care
and
preservation
of
biodiversity in relation to its
own
operations
and
its
value chain
E4
-
Biodiversity
and
Ecosystems
E4-4 Targets related
to
biodiversity
and
ecosystems
32.
The
information
required
by
paragraph 29 shall include the following:
a) whether ecological thresholds and
impact allocations were applied to the
company in setting the targets. b) to f)
with respect to biodiversity target setting
The company is currently
making efforts to update its
biodiversity-related actions
in order to promote the care
and
preservation
of
biodiversity in relation to its
own
operations
and
its
value chain
E5 - Resource
use
and
circular
economy
E5-3 Targets related
to resource use and
circular economy
24.
The
information
required
in
paragraph 21 shall indicate whether and
how the company's targets relate to
inputs
and
outputs
of
resources,
including
waste
and
products
and
materials, and, more specifically, to:
a) Circular product design
b) Increasing the rate of circular use of
materials
c) Minimization of primary materials
d) Supply and sustainable uses
e) Waste management
The
company
is
in
the
process
of
collecting
information
and
data
to
meet the relevant targets
E5 - Resource
use
and
circular
economy
E5-3 Targets related
to resource use and
circular economy
25. The company shall specify to which
level of the waste hierarchy the target
refers
The
company
is
in
the
process
of
collecting
information
and
data
in
order to comply
E5 - Resource
use
and
circular
economy
E5-4
Resource
inflows
30. The disclosure required in paragraph
28 shall include a description of its
resource
inflows
where
material:
products
(including
packaging)
and
materials
(specification
of
key
raw
materials and rare earths), water and
property, plant and equipment used in the
company's own operations and upstream
in its value chain.
The
company
is
in
the
process
of
collecting
information
and
data
to
meet the relevant targets
E5 - Resource
use
and
E5-4
Resource
inflows
31. Where a company assesses that
resource
inflows
are
a
material
sustainability issue, it shall disclose the
The
company
is
in
the
process
of
collecting

Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails.

ESRS Requirement Datapoint Justification
circular
economy
following information on the materials
used to manufacture the company's
products
and
services
during
the
reporting period, in tons or kilograms
information
and
data
in
order to comply
E5 - Resource
use
and
circular
economy
E5-4
Resource
inflows
32.
The
company
shall
provide
information on the methods used to
calculate the data. Specify whether the
data
are
derived
from
direct
measurements or estimates and disclose
the main assumptions used.
The
company
is
in
the
process
of
collecting
information
and
data
in
order to comply
E5 - Resource
use
and
circular
economy
E5-5
Resource
outflows
35.
The
company
shall
provide
a
description of key products and materials
from the company's production process
that are designed according to circular
principles, such as durability, reusability,
reparability,
disassembly,
remanufacturing,
reconditioning,
recycling,
recirculation
through
the
biological cycle or optimization of the use
of the product or material through other
circular business models.
The
company
is
in
the
process
of
collecting
information
and
data
in
order to comply
E5 - Resource
use
and
circular
economy
E5-5
Resource
outflows
36. Companies for which outputs are
material shall disclose: a) the expected
durability
of
the
products
that
the
company has placed on the market,
relative to the industry average for each
product group; b) the repairability of
products, using an established rating
system,
where
possible;
c)
the
percentages of recyclable content in
products and their packaging.
The
company
is
in
the
process
of
collecting
information
and
data
in
order to comply

Social

ESRS Requirement Datapoint Justification
S1
-
Own
workforce
S1-4 Taking action on
material impacts on
own workforce, and
approaches
to
managing
material
risks
and
pursuing
material opportunities
related
to
own
workforce,
and
effectiveness of those
actions
31. The objective of this disclosure
requirement is twofold. Firstly, it is to
provide an understanding of any actions
or initiatives through which the company
seeks to:
The company shall provide a summary
description of the action plans and
resources
to
manage
its
material
impacts, risks and opportunities related
to workers in the value chain according to
ESRS 2 MDR-A. Actions and resources
in
relation
to
material
sustainability
matters
Information on current and
future
financial
resources
and
other
resources
allocated to the action plan
(Capex and Opex) is not
included in this report, as
they are not significant in
relation to Almirall's overall
budgets
S1
-
Own
workforce
S1-7 Characteristics
of non-employees in
the company's own
workforce
54.
The
purpose
of
this
disclosure
requirement is to provide information
about
the
company's
approach
to
employment, including the extent and
nature
of
incidents
arising
from
its
employment
practices,
to
provide
contextual
information
that
facilitates
understanding of information reported in
other disclosures, and to serve as a basis
The
company
is
in
the
process
of
collecting
information
and
data
in
order to comply
In the event of discrepancy, the Spanish language version prevails.
ESRS Requirement Datapoint Justification
for
calculating
the
quantitative
parameters to be disclosed under other
disclosure requirements of this Standard.
It also provides an understanding of the
extent to which the company relies on
non-employees in its own workforce
S1
-
Own
workforce
S1-13 Training and
skills
development
metrics
83. a) The percentage of employees that
participated in regular performance and
career
development
reviews;
this
information shall be broken down by
gender;
The
company
is
in
the
process
of
collecting
information
and
data
in
order to comply
S2 –
Workers
in
the
value
chain
S2-4 Taking Action
on material impacts,
and
approaches
to
mitigating
material
risks
and
pursuing
material opportunities
related to value chain
workers,
and
effectiveness of those
actions
and
approaches
31. The objective of this disclosure
requirement is twofold. Firstly, it is to
provide an understanding of any actions
or initiatives through which the company
seeks to:
The company shall provide a summary
description of the action plans and
resources
to
manage
its
material
impacts, risks and opportunities related
to workers in the value chain according to
ESRS 2 MDR-A. Actions and resources
in
relation
to
material
sustainability
matters
Information on current and
future
financial
resources
and
other
resources
allocated to the action plan
(Capex and Opex) is not
included in this report, as
they are not significant in
relation to Almirall's overall
budgets
S4
-
Consumers
and end-users
S4-4 Taking action on
material impacts on
consumers and end
users,
and
approaches
to
managing
material
risks
and
pursuing
material opportunities
related to consumers
and end-users, and
effectiveness of those
actions
31. The objective of this disclosure
requirement is twofold. Firstly, it is to
provide an understanding of any actions
or initiatives through which the company
seeks to:
The company shall provide a summary
description of the action plans and
resources
to
manage
its
material
impacts, risks and opportunities related
to workers in the value chain according to
ESRS 2 MDR-A. Actions and resources
in
relation
to
material
sustainability
matters
Information on current and
future
financial
resources
and
other
resources
allocated to the action plan
(Capex and Opex) is not
included in this report, as
they are not significant in
relation to Almirall's overall
budgets
General information
ESRS Requirement Datapoint Justification
IRO-2 Disclosure 56. The company shall also include a As described in the section
requirements
in
table of all data points deriving from other 6.2, it is not material to the
ESRS covered by the EU legislation included in Appendix B to company
company's this standard, indicating where they can
sustainability be found in the sustainability statement
statement and including those that the company has
deemed not to be material, in which case
the company shall indicate this.

7. APPENDICES

7.1.Other social indicators

7.1.1.Breakdown of employees

The breakdown of employees by country, professional category, gender and age at the end of each year is shown below (the number at year-end has been taken into account rather than the average given that the difference between the average annual number and the number at year-end is less than 5%).

The most common type of hiring at Almirall is permanent/indefinite contracts, with an incidence of 98%.

31/12/2023 31/12/2024
Category Gender Permanent Temporary Permanent Temporary
Women 41 0 45 0
Directors Men 63 0 67 0
Women 89 0 97 1
Middle management Men 101 0 106 0
Specialists
/
Women 594 11 675 13
Professionals Men 450 4 483 5
Administrative Women 269 17 252 11
staff/Workers Men 253 12 261 10
Group Total 1,860 44 1,986 40

Table 64 Breakdown of employees by type of contract, category and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)

The breakdown of the type of contract by country is shown below for 31 December 2024:

Full-time permanent Part-time permanent Full-time temporary Part-time temporary
Country Women Men Others Not
declared
Women Men Others Not
declared
Women Men Others Not
declared
Women Men Others Not
declared
Spain 667 626 0 0 6 2 0 0 13 12 0 0 0 0 0 0
Germany 170 137 0 0 13 9 0 0 4 3 0 0 4 1 0 0
United
States
53 30 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Italy 50 50 0 0 0 0 0 0 1 0 0 0 0 0 0 0
United
Kingdom
18 11 0 0 1 0 0 0 0 0 0 0 0 0 0 0
Switzerland 10 6 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Netherlands 8 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0
Austria 9 7 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Belgium 9 6 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Nordic
countries
8 6 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Portugal 8 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Poland 5 1 0 0 0 0 0 0 1 0 0 0 0 0 0 0
France 29 17 0 0 0 0 0 0 0 0 0 0 0 0 0 0
China 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Czech
Republic
5 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish language version prevails.

Full-time permanent Part-time permanent Full-time temporary Part-time temporary
Country Women Men Others Not
declared
Women Men Others Not
declared
Women Men Others Not
declared
Women Men Others Not
declared
Slovak
Republic
1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 1,051 904 0 0 20 11 0 0 19 16 0 0 4 1 0 0

Table 65 Breakdown of workforce by type of contract, country and gender

7.1.2.Layoffs

The following involuntary severances of contracts at Almirall took place during the 2023 and 2024 financial years. The following table shows the details of their classification by gender, age and occupational classification (only involuntary terminations are included regardless of the type of contract):

2023 2024
Professional category Women Men Total Women Men Total
Directors 0 4 4 0 1 1
Middle management 1 1 2 1 2 3
Specialists / Professionals 25 21 46 12 12 24
Administrative/Manual
Workers 9 6 15 4 1 5
Group Total 35 32 67 17 16 33

Table 66 Dismissals by professional category and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)

2023 2024
Age Women Men Total Women Men Total
< 30 3 5 8 1 1 2
30 - 50 19 11 30 9 9 18
> 50 13 16 29 7 6 13
Group Total 35 32 67 17 16 33

Table 67 Dismissals by age and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)

7.1.3.Remuneration

Below is a table with a breakdown of the total remuneration received in 2023 and 2024 in the Group, broken down by gender, category and age, based on the workers at the close of these years.

The total compensation included herein includes the annual base salary in force on 31 December at 100% without a reduced workday- and the short-term target at 100%, both amounts for the corresponding year.

Remuneration is reported in euros, using the exchange rates published by the European Central Bank to convert those paid in foreign currency for each reporting period.

The following two tables do not include the compensation package for the Chairman of the company.

Category (€) Gender 2023 2024
Women 193,994 201,399
Directors Men 245,981 266,718
Average 225,287 240,212
Women 113,905 123,525
Middle Men 125,507 134,852
management Average 120,072 129,410
Women 75,910 81,950
Specialists
/
Professionals
Men 80,161 84,601
Average 77,732 83,050
Women 43,777 48,269
Administrative
staff/Workers
Men 40,445 44,516
Average 42,174 46,364
Women 74,963 82,488
Group Total Men 85,077 91,565
Average 79,651 86,661

Table 68 Remuneration by category and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)

Age (years) Gender 2023 2024
Women 48,261 52,376
< 30 Men 42,742 47,945
Average 45,700 50,215
Women 76,155 82,228
30 - 50 Men 74,587 78,317
Average 75,490 80,566
> 50 Women 79,039 86,021
Men 103,883 113,236
Average 91,819 99,736
Women 74,963 82,488
Group Total Men 85,077 91,565
Average 79,651 86,661

Table 69 Remuneration by age and gender (the "Other" and "Undeclared" categories are not shown because all amounts are zero)

The following table shows the average gross remuneration received in 2023 and 2024 by the members of the Board of Directors and members of the Management Board of the Almirall Group:

2023 2024
Body (€) Women Men Women Men
Board of Directors (1) (3) 123,333 214,927 124,375 292,389
Management Board (2)(3) 426,642 759,638 546,055 737,547

Table 70 Remuneration of Senior Management (the "Other" and "Undeclared" categories are not shown because all amounts are zero)

1) For the Board of Directors, all the remuneration associated with the position of each member plus the amounts associated with the committees of which they were members during the year are considered remuneration. The CEO (a male) is included in the company's board of directors.

2) The remuneration of the Management Board includes the base salary received during the year, short-term incentives (STI) and long-term incentives (LTI) paid in March of the year and all salary supplements (seniority, school allowances, rental allowances, car allowances and other extraordinary bonuses). This does not include severance payments.

3) For the average gross remuneration received by the members of the Board of Directors and members of the Group's Management Board, the cash criterion has been considered, as opposed to how it has been represented in the Consolidated Financial Statements, the latter being the accrual criterion.

For further information regarding the remuneration of the Board of Directors and the members of the Management Board of the Almirall Group, we refer to the Annual Corporate Governance Report and the Annual Remuneration Report, appendices II and III of the Consolidated Management Report.

In the event of discrepancy, the Spanish language version prevails.

7.2.Tables of indicators of economic activities that comply with EU taxonomy

Listed below are the templates attached in the annexes to delegated regulation 2023/2486 published by the European Commission on 27 June 2023.

7.2.1.Turnover

2024

2024 Substantial contribution criteria Criteria for absence of material
damage
Economic activities Codes Net turnover % current year Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Minimum guarantees Proportion of financial year 2023 Category facilitating activity Transition activity
A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY
A.1 Environmentally sustainable activities (conforming to the taxonomy)
Total A.1 0 0.0% 0% 0% 0% 0% 0% 0% N/A
Of which facilitators 0.0% N/A
Of which transitional 0.0% N/A
A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy)
Manufacture of
active
pharmaceutical
ingredients
(APIs) or
active
substances
PPC 1.1 10,266 1.0% N/EL N/EL N/EL EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes 0.7%
Drug
manufacturing
PPC 1.2 715,023 72.5% N/EL N/EL N/EL EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes 66.1%
Turnover of taxonomy-eligible
but not environmentally
sustainable activities (activities
that do not comply with the
taxonomy) (A.2)
Turnover from eligible
725,289 73.6% 0% 0% 0% 73.6% 0% 0% 66.8%
activities according to the
taxonomy (A.1+A.2)
725,289 73.6% 0% 0% 0% 73.6% 0% 0% 66.8%
B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
Turnover from ineligible

activities according to the taxonomy (B) 260,432 26.4% TOTAL 985,721 100.0%

Ratio turnover
Total turnover
which conforms
to the taxonomy
by objective
eligible according
to taxonomy by
objective
CCM N/A 0.0%
CCA N/A 0.0%
WTR N/A 0.0%
CE N/A 0.0%
PPC N/A 73.6%
BIO N/A 0.0%

2023

2023 Substantial contribution criteria Criteria for absence of material
damage
Economic activities Codes Net turnover % current year Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Minimum guarantees Proportion of financial year 2022 Category facilitating activity Transition activity
A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY
A.1 Environmentally sustainable activities (conforming to the taxonomy)
Total A.1 0 0.0% 0% 0% 0% 0% 0% 0% N/A
Of which facilitators 0.0% N/A
Of which transitional 0.0% N/A
A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy)
Manufacture of
active
pharmaceutical
ingredients
(APIs) or
active
substances
PPC 1.1 6,686 0.7% N/EL N/EL N/EL EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes N/A
Drug
manufacturing
PPC 1.2 590,912 66.1% N/EL N/EL N/EL EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes N/A
Turnover of taxonomy-eligible
but not environmentally
sustainable activities
(activities that do not comply
with the taxonomy) (A.2)
597,598 66.8% 0% 0% 0% 66.8% 0% 0% N/A
Turnover from eligible
activities according to the
taxonomy (A.1+A.2)
597,598 66.8% 0% 0% 0% 66.8% 0% 0% N/A
B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
Turnover from ineligible
activities according to the
TOTAL 894,516 100.0%
taxonomy (B) 296,918 33.2%
Ratio turnover
Total turnover
which conforms
to the taxonomy
by objective
eligible according
to taxonomy by
objective
CCM N/A 0.0%
CCA N/A 0.0%
WTR N/A 0.0%
CE N/A 0.0%
PPC N/A 66.8%
BIO N/A 0.0%

7.2.2.Capex

2024

2024 Criteria for absence of material
Substantial contribution criteria
damage
Economic activities Codes CapEx % current year Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Minimum guarantees Proportion of financial year 2023 Category facilitating activity Transition activity
A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY
A.1 Environmentally sustainable activities (conforming to the taxonomy)
CapEx of environmentally
sustainable activities
(conforming to the
taxonomy) (A.1)
0 0.0% 0% 0% 0% 0% 0% 0% N/A
Of which facilitators 0.0% N/A
Of which transitional 0.0% N/A
A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy)
Manufacture of
active
pharmaceutical
ingredients
(APIs) or
active
substances
PPC 1.1 2,502 1.8% N/EL N/EL N/EL EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes 1.9%
Drug
manufacturing
PPC 1.2 21,183 15.4% N/EL N/EL N/EL EL N/EL N/EL 7.3%
Installation,
maintenance
and repair of
renewable
energy
technologies
CCM 7.6 891 0.6% EL N/EL N/EL N/EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes 0.5%
CapEx of the taxonomy
eligible but not
environmentally sustainable
activities (activities that do
not comply with the
taxonomy) (A.2)
24,576 17.8% 0.6% 0% 0% 17.2% 0% 0% 9.7%
CapEx of eligible activities
according to taxonomy
(A.1+A.2)
24,576 17.8% 0.6% 0% 0% 17.2% 0% 0% 9.7%
B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
CapEx of ineligible activities
according to taxonomy (B)
113,210 82.2%

TOTAL 137,786 100.0%

Ratio CapEx/
Total CapEx
which
conforms to
eligible
according to
the taxonomy
by objective
taxonomy by
objective
CCM 0% 0.6%
CCA N/A 0.0%
WTR N/A 0.0%
CE N/A 0.0%
PPC N/A 17.2%
BIO N/A 0.0%

2023

2023 Substantial contribution criteria Criteria for absence of material damage
Economic activities Codes CapEx % current year Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Minimum guarantees Proportion of financial year 2022 Category facilitating activity Transition activity
A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY
A.1 Environmentally sustainable activities (conforming to the taxonomy)
CapEx of environmentally
sustainable activities
(conforming to the taxonomy)
(A.1)
0 0.0% 0% 0% 0% 0% 0% 0% N/A
Of which facilitators 0.0% N/A
Of which transitional 0.0% N/A
A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy)
Manufacture of
active
pharmaceutical
ingredients (APIs)
or active
PPC 1.1
substances
Drug
4,832 1.9% N/EL N/EL N/EL EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes N/A
manufacturing PPC 1.2 18,618 7.3% N/EL N/EL N/EL EL N/EL N/EL N/A
Installation,
maintenance and
repair of
renewable energy
technologies
CCM 7.6 1,360 0.5% EL N/EL N/EL N/EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes 0.4%
CapEx of the taxonomy-eligible
but not environmentally
sustainable activities (activities
that do not comply with the
taxonomy) (A.2) 24,810 9.7% 0.5% 0% 0% 9.2% 0% 0% N/A
CapEx of eligible activities 24,810 9.7% 0.5% 0% 0% 9.2% 0% 0% N/A
according to taxonomy (A.1+A.2)
B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
CapEx of ineligible activities
according to taxonomy (B) 230,928 90.3%

TOTAL 255,738 100.0%

Ratio CapEx/
Total CapEx
which conforms eligible
to the according to
taxonomy by taxonomy by
objective objective
CCM 0% 0.5%
CCA 0% 0.0%
WTR N/A 0.0%
CE N/A 0.0%
PPC N/A 9.2%
BIO N/A 0.0%

7.2.3.Opex

2024

TOTAL 116,201 100.0%

2024 Substantial contribution criteria Criteria for absence of material
damage
Economic activities Codes OpEx % current year Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Minimum guarantees Proportion of financial year 2023 Category facilitating activity Transition activity
A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY
A.1 Environmentally sustainable activities (conforming to the taxonomy)
OpEx of the
environmentally
sustainable activities
(conforming to the
taxonomy) (A.1)
0 0.0% 0% 0% 0% 0% 0% 0% N/A
Of which facilitators 0.0% N/A
Of which transitional 0.0% N/A
A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy)
Manufacture of
active
pharmaceutical
ingredients
(APIs) or
active
PPC
1.1
substances 3,553 3.1% N/EL N/EL N/EL EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes 5.3%
Drug
manufacturing
PPC
1.2
14,590 12.6% N/EL N/EL N/EL EL N/EL N/EL 12.9%
Installation,
maintenance
and repair of
renewable
energy
technologies
CCM
7.6
6 0.0% EL N/EL N/EL N/EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes 0.0%
OpEx of the taxonomy
eligible but not
environmentally
sustainable activities
(activities that do not
comply with the
taxonomy) (A.2) 18,149 15.7% 0.0% 0% 0% 15.7% 0% 0% 18.2%
OpEx of eligible activities
according to taxonomy
(A.1+A.2) 18,149 15.7% 0.0% 0% 0% 15.7% 0% 0% 18.2%
B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
OpEx of ineligible
activities according to
taxonomy (B) 98,052 84.3%
Ratio OpEx/
Total OpEx
which conforms to
the taxonomy by
objective
eligible according
to taxonomy by
objective
CCM 0% 0.0%
CCA N/A 0.0%
WTR N/A 0.0%
CE N/A 0.0%
PPC N/A 15.7%
BIO N/A 0.0%

2023

2023 Substantial contribution criteria Criteria for absence of material
damage
Economic activities Codes OpEx Proportion of financial year 2023 Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Minimum guarantees Proportion of financial year 2022 Category facilitating activity Transition activity
A. ELIGIBLE ACTIVITIES ACCORDING TO TAXONOMY
A.1 Environmentally sustainable activities (conforming to the taxonomy)
OpEx of the environmentally
sustainable activities
(conforming to the
taxonomy) (A.1)
0 0.0% 0% 0% 0% 0% 0% 0% N/A
Of which facilitators 0.0% N/A
Of which transitional 0.0% N/A
A.2 Taxonomy-eligible but not environmentally sustainable activities (activities that do not comply with the taxonomy)
Manufacture of
active
pharmaceutical
ingredients (APIs)
or active
PPC
1.1
substances 5,482 5.3% N/EL N/EL N/EL EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes N/A
Drug
manufacturing
PPC
1.2
13,411 12.9% N/EL N/EL N/EL EL N/EL N/EL N/A
Installation,
maintenance and
repair of
renewable energy
technologies
CCM
7.6
31 0.0% EL N/EL N/EL N/EL N/EL N/EL N/A N/A N/A N/A N/A N/A Yes 0.1%
OpEx of the taxonomy
eligible but not
environmentally sustainable
activities (activities that do
not comply with the
taxonomy) (A.2)
18,924 18.2% 0.0% 0% 0% 18.2% 0% 0% N/A
OpEx of eligible activities
according to taxonomy
(A.1+A.2)
18,924 18.2% 0.0% 0% 0% 18.2% 0% 0% N/A
B INELIGIBLE ACTIVITIES ACCORDING TO THE TAXONOMY
OpEx of ineligible activities

according to taxonomy (B) 84,968 81.8% TOTAL 103,892 100.0%

Ratio OpEx/
Total OpEx
which eligible
conforms to according to
the taxonomy taxonomy by
by objective objective
CCM 0% 0.0%
CCA 0% 0.0%
WTR N/A 0.0%
CE N/A 0.0%
PPC N/A 18.2%
BIO N/A 0.0%

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED PUBLIC LIMITED COMPANIES

ISSUER IDENTIFICATION DETAILS

YEAR END-DATE 31/12/24

C.I.F. A-58-869.389

Company name: ALMIRALL, S.A.

Registered office: Ronda General Mitre 151, 08022 Barcelona

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED PUBLIC LIMITED COMPANIES

A OWNERSHIP STRUCTURE

A.1 Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:

Indicate whether company bylaws contain the provision of double loyalty voting:

No ◊ X

Yes ◊ Board approval date dd/mm/yyyy

Minimum period of uninterrupted ownership required by the statutes

Indicate whether the company has awarded votes for loyalty:

No ◊ X

Yes ◊

Date of the last
modification of the
share capital
Share capital (€) Number of shares Number of voting
rights (not
including
additional loyalty
attributed votes)
Number of
additional
attributed voting
rights
corresponding to
shares with a
loyalty vote
Total
number of
voting
rights,
including
additional
loyalty
attributed
votes
10/06/2024 25,616,246.16 213,468,718 213,468,718

Number of shares registered in the special register pending the expiry of the loyalty period:

Observations

Indicate whether there are different classes of shares with different associated rights::

Yes No X
Class Number of shares Par value Number of voting rights Rights and obligations
conferred
Observations

A.2 List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:

Name or
company
name of
shareholder
% of voting rights attached to
the shares
(including votes for loyalty)
% of voting rights through
financial instruments
% of total
voting rights
From the total number of
voting rights attributed
to the shares, indicate,
where appropriate, the
additional votes
attributed corresponding
to the shares with a
loyalty vote
Direct Indirect Direct Indirect Direct Indirect
Grupo Plafin,
S.A.U.
44.574 44.574
Grupo
Corporativo
Landon, S.L.
15.676 44.574 60.250
Norbel
Inversiones,
S.L.
5.068 5.068

Observations − The information relating to voting rights allocated to the shares owned by Grupo Plafin, S.A.U., Grupo Corporativo Landon, S.L. and Norbel Inversiones, S.L. corresponds to the information taken from the official registers of the Spanish National Securities Market Commission (CNMV). − It is stated for the record that Mr Jorge Gallardo Ballart and Mr Antonio Gallardo Ballart are indirect holders of practically all of the voting rights of, and hence control, Grupo Corporativo Landon, S.L. and its subsidiary Grupo Plafin, S.A.U., and that they have entered into a shareholders' agreement regulating the concerted action of Mr Jorge Gallardo Ballart and Mr Antonio Gallardo Ballart in relation to the exercise of their indirect voting rights in Almirall, S.A. Please refer to section A.7. below for further information on the concerted action.

− The directors Mr Antonio Gallardo Torrededía and Mr Carlos Gallardo Piqué have relationships with Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L.

Breakdown of the indirect holding:

Name or company
name of the
indirect owner
Name or
company name of
the direct owner
% of voting
rights attached to
the shares
(including votes
for loyalty)
% of voting rights
through financial
instruments
% of total voting
rights
From the total
number of voting
rights attributed to the
shares, indicate, where
appropriate, the
additional votes
attributed
corresponding to the
shares with a loyalty
vote

Observations

On 5 May 2024, Wellington Management Group LLP filed a communication of significant shareholding with the CNMV in which it gave notice of the reduction of its shareholding in the capital of Almirall, S.A. from 3.015% to 2.984%, which is below the 3% threshold for classifying a shareholding assignificant. As at 31 December 2024, Wellington Management Group LLP had not filed any further communication of significant shareholding, and it is hence not classified as a significant shareholder of Almirall, S.A. as at the date of this report.

Indicate the most significant changes in the shareholder structure during the year:

Most significant movements

See section A.2, "Details of indirect shareholding", above.

A.3 Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in Section A2 above:

Name or company
name of director
% voting rights
attributed to shares
(including loyalty
votes)
% of voting rights
through financial
instruments
% of total
voting
rights
From the total % of voting rights
attributed to the shares, indicate,
where appropriate, the % of the
additional votes attributed
corresponding to the shares with a
loyalty vote
Direct Indirect Direct Indirect Direct Indirect
Mr Antonio Gallardo
Torrededía
0.0001 0.0001
Mr Carlos Gallardo
Piqué
0.0005 0.0005
Mr Enrique de Leyva
Pérez
0,0086 0.0086

Total percentage of voting rights held by the Board of Directors 0.0092

Observations

Breakdown of the indirect holding:

Name or
company name of
director
Name or
company name
of the direct
owner
% voting rights
attributed to
shares
(including
loyalty votes)
% of voting rights
through financial
instruments
% of total
voting rights
From the total % of voting
rights attributed to the shares,
indicate, where appropriate,
the % of the additional votes
attributed corresponding to the
shares with a loyalty vote
Mr Enrique de
Leyva Pérez
Istisu, SCR, S.A. 0.0086 0.0086
Observations

List the total percentage of voting rights represented on the board:

Total percentage of voting rights held by the Board of Directors 60.259

Observations

− Owing to the relationship between Mr Antonio Gallardo Torrededía and the significant shareholders Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L., the holding of those shareholders has been taken into consideration for purposes of calculating the total percentage of voting rights represented on the board of directors of Almirall, S.A.

A.4 If applicable, indicate any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, with the exception of those reported in section A.6:

Name or company name of related
party
Nature of relationship Brief description
Grupo Plafin, S.A.U. and Grupo
Corporativo Landon, S.L.
Corporate Mr Jorge Gallardo Ballart and Mr Antonio Gallardo
Ballart indirectly control practically all of the voting
rights in
Grupo Corporativo Landon, S.L. and
therefore in Grupo Plafin, S.A.U., with the latter being
a company wholly owned by Grupo Corporativo
Landon, S.L.

A.5 If applicable, indicate any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or its group, unless they are insignificant or arise in the ordinary course of business:

Name or company name of related party Nature of relationship Brief description

A.6 Unless insignificant for both parties, describe the relationships that exist between significant shareholders, shareholders represented on the Board and directors or their representatives in the case of directors that are legal persons.

Explain, if applicable, how the significant shareholders are represented. Specifically, indicate those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders, or who are linked to significant shareholders and/or companies in their group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of any directors of the listed company, or their representatives, who are in turn members or representatives of members of the Board of Directors of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.

Name or company name of
related director or
representative
Name or company name of
related significant
shareholder
Company name of the group
company of the significant
shareholder
Description of
relationship/post
Mr Antonio Gallardo Torrededía Grupo Plafin, S.A.U. Grupo Plafin, S.A.U. Member of the family
controlling this shareholder
Mr Antonio Gallardo Torrededía Grupo Corporativo
Landon, S.L.
Grupo Corporativo Landon,
S.L.
Member of the family
controlling this shareholder
Mr Carlos Gallardo Piqué Grupo Plafin, S.A.U. Grupo Plafin, S.A.U. Member of the family
controlling this shareholder
Mr Carlos Gallardo Piqué Grupo Corporativo
Landon, S.L.
Grupo Corporativo Landon,
S.L.
Member of the family
controlling this shareholder

Observations

− Owing to the relationship between Mr Antonio Gallardo Torrededía and the significant shareholders Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L., he is currently classified as a proprietary director of Almirall, S.A. For the same reason, Mr Carlos Gallardo Piqué was initially appointed a director within the category of proprietary director until his appointment as CEO, at which time he acquired the status of executive director pursuant to section 529 duodecies of the Spanish Companies Act (Ley de Sociedades de Capital).

A.7 Indicate whether the company has been notified of any shareholders' agreements that may affect it, in accordance with the provisions of Articles 530 and 531 of the Spanish Corporate Enterprises Act. If so, describe them briefly and list the shareholders bound by the agreement:

Yes X No
Parties to the
shareholders'
agreement
% of share capital
concerned
Brief description of the agreement Expiry date of
the
Mr Antonio
Gallardo Ballart
and Mr Jorge
Gallardo Ballart
60.250 Regulates the concerted action of its signatories in relation to the
exercise of their voting rights indirectly held in Almirall, S.A.
via Grupo Plafin, S.A.U., on one hand, and Grupo Corporativo
Landon, S.L. (formerly Todasa, S.A.U.), on the other.
Its content was published in full on the corporate website of
Almirall, S.A. and on the CNMV website (registry entry number
81611, of 27 June 2007).
Indefinite
Observations

Indicate whether the company is aware of any concerted actions among its shareholders. If so, provide a brief description:

Yes
X
No
Parties to the
% of share capital
concerted
concerned
action
Brief description of the concerted action Expiry date of
the concert, if
any
Mr Antonio
Gallardo Ballart
and Mr Jorge
Gallardo Ballart
60.250 Please refer to the previous table in relation to the content
of the shareholders' agreement entered into by Mr Antonio
Gallardo Ballart and Mr Jorge Gallardo Ballart.
As stated in the preceding section, the concerted action
refers to the exercise of the voting rights that they indirectly
hold in Almirall, S.A.
Indefinite
Observations

If any of the aforementioned agreements or concerted actions have been amended or terminated during the year, indicate this expressly:

A.8 Indicate whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Securities Market Act. If so, identify them:

Yes
X
No
Name or company name
Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L.

Observations

These companies together control 60.250% of the share capital of Almirall, S.A., and the indirect holders of practically all of the voting rights in both companies (Mr Antonio Gallardo Ballart and Mr Jorge Gallardo Ballart) engage in concerted action in Almirall, S.A. on the terms established in the shareholders' agreement dated 28 May 2007 described in section A.7 above.

A.9 Complete the following table with details of the company's treasury shares:

At the close of the year:

Number of direct shares Number of indirect shares (*) Total percentage of share capital
205,396 2,510,952 1.27%

(*) Through::

Name or company name of direct shareholder Number of direct shares
Banco Santander 2.510.952
Total: 2.510.952

Observations

The treasury shares held via Banco Santander, S.A. correspond to the actions taken under the equity swap agreement entered into by Almirall, S.A. with Banco Santander, S.A. on 11 May 2018.

Please refer to section A.10 for further information on the approval of the shareholders at the General Shareholders' Meeting of Almirall, S.A. for the acquisition of own shares.

Explain any significant changes during the year:

Explain significant changes

The variation in the number of direct shares arises out of the transactions implemented within the framework of the liquidity agreement initially entered into on 4 March 2019 in order to foster the liquidity and regularity of the Company's listed shares within the limits established by the shareholders at the General Shareholders' Meeting and by applicable law, particularly Circular 1/2017 of 26 April of the Spanish National Securities Market Commission on liquidity agreements.

A.10 Provide a detailed description of the conditions and terms of the authority given to the Board of Directors to issue, repurchase, or dispose of treasury shares.

At the General Shareholders' Meeting held on 10 May 2024, the shareholders approved a resolution expressly authorising Almirall, S.A. and/or its subsidiary companies comprising its consolidated Group to acquire shares representing the share capital of the Company by means of any legally admissible consideration-based instrument, subject to legal limits and requirements, up to a maximum number of shares equivalent to 5% of the share capital at any time, fully paid up, at a price per share of at least the par value and at a maximum of 5% higher than the last listing price prior to the relevant acquisition. This authorisation can only be exercised within five years from the date of holding of the general meeting. The authorisation includes the acquisition of any shares that have to be directly delivered to the Company's employees and directors as remuneration, incentives or otherwise, or as a result of the exercise of any option rights that they hold.

A.11Estimated float:

%
Estimated float 33.4028
Observations

A.12Indicate whether there are any restrictions (articles of incorporation, legislative or of any other nature) placed on the transfer of shares and/or any restrictions on voting rights. In particular, indicate the existence of any type of restriction that may inhibit a takeover of the company through acquisition of its shares on the market, as well as such regimes for prior authorisation or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.

Yes
No
X
Description of restrictions
A.13. Indicate whether the general shareholders' meeting has resolved to adopt measures to neutralise
a takeover bid by virtue of the provisions of Law 6/2007.
Yes
No
X
If so, explain the measures approved and the terms under which such limitations would cease to
apply:
Explain the measures approved and the terms under which such limitations would cease to apply
A.14 Indicate whether the company has issued shares that are not traded on a regulated EU market.
Yes
No
X
If so, indicate each share class and the rights and obligations conferred.
Indicate the various share classes
B
GENERAL SHAREHOLDERS' MEETING
B.1 Indicate whether there are any differences between the minimum quorum regime established by
the Spanish Corporate Enterprises Act for General Shareholders' Meetings and the quorum set by
the company, and if so give details.
Yes
No
X
% quorum different from that established
% quorum different from that established in Article
in Article 193 of the Spanish Corporate
194 of the Spanish Corporate Enterprises Act for
Enterprises Act for general matters
special resolutions
Quorum required at
1st call
Quorum required at
2nd call
  • Description of differences
  • B.2 Indicate whether there are any differences between the company's manner of adopting corporate resolutions and the regime provided in the Spanish Corporate Enterprises Act and, if so, give details:

Describe how it is different from the regime provided in the Spanish Corporate Enterprises Act.

Qualified majority other than that set forth in
Article 201.2 of the Corporate Enterprises
Act for matters referred to in Article 194.1 of
this Act
Other matters requiring a qualified
majority
% established by the company for
the adoption of resolutions
Description of differences

B.3 Indicate the rules for amending the company's articles of incorporation. In particular, indicate the majorities required for amendment of the articles of incorporation and any provisions in place to protect shareholders' rights in the event of amendments to the articles of incorporation.

In addition to the provisions of sections 285 et seq. of the Spanish Companies Act and other applicable law, the following bylaw and regulatory provisions must be taken into account:

By-Laws

Article 27.- "The ordinary or extraordinary General Meeting will be validly convened on first call when the shareholders present or represented account for at least twenty-five percent of the paid-in share capital with voting rights and on second call with any percentage of capital in attendance.

However, in order for the ordinary or extraordinary General Meeting to validly resolve on motions to issue debentures, increase or decrease the share capital, transform, merge or spin-off the company or otherwise amend the Articles of Association, the shareholders present or represented at the Meeting on first call must account for at least fifty percent of the paid-in share capital with voting rights. On second call, twenty-five percent of the share capital will suffice.

Shareholders entitled to attend the meeting who cast their votes remotely, as provided for in Article 32.- below, will be considered present for the purposes of constituting the General Meeting in question.

The Meeting will not be affected by any absences that occur once the meeting has been constituted."

Regulation of the General Shareholders Meeting

Article 5g.- "The General Meeting has the authority to decide on all matters attributed to it by statute or the Bylaws. Additionally, any proposal whatsoever involving a fundamental change of the actual activities of the Company shall be submitted for approval or ratification of the General Meeting. Specifically and by way of example only, the General Meeting may: (…) g) Approve the merger, spin-off and restructuring of the Company and, in general, any amendment to the Company's Bylaws."

Article 15.- "The General Meeting shall be validly in session, on first call, whenever shareholders attending or represented thereat hold at least twenty-five per cent of the subscribed voting capital. On second call, the meeting shall be validly in session whatever the subscribed capital present or represented thereat.

Shareholders representing at least fifty per cent of the subscribed voting capital must be present or represented at the meeting held on first call in order for the Annual or Extraordinary General Meeting to validly resolve the issue of bonds, the increase or reduction of capital, the transformation, merger or demerger, the winding-up and liquidation of the Company and, in general, any amendment to the Bylaws. On second call, shareholders holding twenty-five per cent of the subscribed voting capital shall be a quorum, except that, if the attending shareholders hold less than fifty per cent of the subscribed voting capital, then a resolution on any of the above matters may only be validly passed with the affirmative vote of two-thirds of the capital present or represented at the meeting.

Absences occurring once the General Meeting has been validly formed shall not render the meeting invalid.".

Article 25.- "Once the time limit for shareholders to address the meeting has ended and any information or clarifications have, where appropriate, been provided in accordance with these Regulations, the proposed resolutions on the items included in the agenda (or other proposals -if any- regarding any other matters which, by law, need not be included in the agenda) shall be put to a vote. In the case of those proposals which need not be so included in the agenda, the Chairperson of the General Meeting shall decide on the order in which these shall be put to a vote.

There shall be no requirement for the Secretary to read out proposed resolutions in advance if the text of the relevant resolution was already made available to shareholders at the start of the meeting unless otherwise requested (in respect of all or any proposal) by any shareholder or otherwise deemed appropriate by the Chairperson. In any event, attendees shall be informed of the item on the agenda to which the proposed resolution that is being put to a vote refers.

The General Meeting shall vote separately on essentially independent matters so that shareholders can exercise their voting preferences separately. This rule shall apply, in particular: (i) to the appointment, confirmation, re-election or removal of each director, which should be voted on separately; (ii) in the event of any amendments of the Bylaws of the Company, in respect of each article or group of articles that is essentially independent.

The procedure for adopting resolutions shall be in accordance with the agenda set out in the notice of the meeting. First, the resolutions proposed by the Board of Directors shall be put to a vote. In any event, once a proposed resolution has been adopted, all other resolutions on the same subject which are incompatible with it shall automatically lapse and shall not, therefore, be submitted to a vote.

As a general rule, and without prejudice to the possibility that, in the opinion of the Chairperson, in view of the circumstances or the nature or content of the proposal, other alternative systems may be used, votes on proposed resolutions shall be calculated as follows:

(i) Votes cast by any shareholders attending in person or by proxy shall be considered as votes for such resolution, after deducting (a) any votes corresponding to shares whose holders or proxies state that they vote against, in blank or abstain by notice or communication of such vote or abstention to the Notary (or otherwise to the Secretary to the General Meeting or his/her assistants), such vote to be recorded in the minutes; (b) any votes corresponding to those shares whose holders voted against or in blank or expressly stated their abstention by remote communication means under this section and, where appropriate; (c) votes corresponding to those shares whose holders or proxies left the meeting before the vote on such proposed resolution is cast, provided that their departure from the meeting was recorded by the Notary (or, otherwise by the Secretary or his/her assistants).

(ii) Any statements or notices to the Notary (or, failing the Notary, to the Secretary or any assistants) referred to in paragraph a) above regarding the direction of the vote or any abstention may be made individually concerning each of the proposed resolutions or in aggregate in respect of several or all resolutions, by confirming to the Notary (or otherwise to the Secretary or his/her assistants) the identity and status (i.e., as a shareholder or proxy) of the voter, the number of shares being voted and the direction of such vote or, if appropriate, abstention.

(iii) Shares of shareholders who have participated in the General Meeting by means of remote voting shall not be deemed to be present in person or by proxy for the adoption of resolutions on matters not included on the agenda. Shares in respect of which voting rights may not be exercised in accordance with the provisions of section 526 of the Spanish Companies Act shall not be deemed to be represented or present for the adoption of any of the resolutions referred to in that section."

B.4 Give details of attendance at General Shareholders' Meetings held during the reporting year and the two previous years:

Attendance data
% distance voting
Date of general meeting % physical presence % present by proxy Electronic
voting
Others Total
10/05/2024 2.38 76.66 79.04
Of which float: 2.38 16.41 18.79
05/05/23 1.69 80.01 81.7
Of which float: 1.69 19.18 20.87
06/05/22 1.85 80.85 82.70

Observations

The shareholders Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L. were duly represented at all of the above-stated general meetings. These companies control 60.250% of the share capital of Almirall, S.A.

B.5 Indicate whether any point on the agenda of the General Shareholders' Meetings during the year was not approved by the shareholders for any reason.

Yes No
X
Items on the agenda not approved % vote against (*)

(*) If the non-approval of the point was for a reason other than the votes against, this will be explained in the text part and "N/A" will be placed in the "% votes against" column.

B.6 Indicate whether the articles of incorporation contain any restrictions requiring a minimum number of shares to attend General Shareholders' Meetings, or to vote remotely:

Yes
No
X
Number of shares required to attend General Meetings
Number of shares required for voting remotely
Observations

B.7 Indicate whether it has been established that certain decisions, other than those established by law, entailing an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions must be submitted for approval to the General Shareholders' Meeting.

Yes No X

Explain the decisions that must be submitted to the General Shareholders' Meeting, other than those established by law

  • B.8 Indicate the address and manner of access on the company's website to information on corporate governance and other information regarding General Shareholders' Meetings that must be made available to shareholders through the company website.
  • − The corporate website of Almirall, S.A. is: www.almirall.com. − Information on corporate governance can be accessed via the following link: https://www.almirall.es/inversores/gobiernocorporativo/presentacion-del-gobierno-corporativo. This page can be accessed by clicking on the "Investors" section from the website homepage, and on the next page that appears, on the "Corporate Governance Presentation" section within "Corporate Governance". − Information on general meetings can be accessed via the following link: https://www.almirall.es/junta-general-de-
  • accionistas, which can be accessed by clicking on the "Investors" section on the home page of the website and then, on the page that appears, on the "General Shareholders' Meetings" section under "Corporate Governance".

C STRUCTURE OF THE COMPANY'S ADMINISTRATION

C.1 Board of Directors

C.1.1 Maximum and minimum number of directors established in the articles of incorporation and the number set by the general meeting:

Maximum number of directors 15
Minimum number of directors 5
Number of directors set by the general meeting 10
C.1.2 Complete the following table on Board members:
------- ------------------------------------------------ --
Name or
company name
of director
Representative Category of
director
Position on the
board
Date first
appointed
Date of last
appointment
Election
procedure
Date of
birth
Ms Karin
Dorrepaal
Independent Member 01-01-13 05-05-23 Appointed at
General
Meeting
06-03-61
Mr Enrique de
Leyva Pérez
Independent Vice-Chair and
Coordinating
Director
22-02-19 05-05-23 Appointed at
General
Meeting
16-12-59
Mr Antonio
Gallardo
Torrededía
Proprietary
external
Member 25-07-14 05-05-23 Appointed at
General
Meeting
02-12-66
Mr Carlos
Gallardo Piqué
Executive Chair and CEO 25-07-14 05-05-23 Appointed at
General
Meeting
03-06-72
Dr Seth J.
Orlow
Independent Member 06-05-16 05-05-23 Appointed at
General
Meeting
23-12-58
Ms Alexandra
B. Kimball
Independent Member 24-07-20 05-05-23 Appointed at
General
Meeting
21-10-68
Ms Eva-Lotta
Allan
Independent Member 24-07-20 05-05-23 Appointed at
General
Meeting
20-07-59
Mr Ruud Dobber Independent Member 18-06-21 05-05-23 Appointed at
General
Meeting
08-11-64
Mr Ugo Di
Francesco
Independent Member 10-05-24 10-05-24 Appointed at
General
Meeting
20-08-60
Ms Eva Abans
Iglesias
Independent Member 10-05-24 10-05-24 Appointed at
General
Meeting
17-11-71
Total number of directors 10

Indicate any cessations, whether through resignation or by resolution of the general meeting, that have taken place in the Board of Directors during the reporting period:

Name or company
name of director
Category of the
director at the time
of cessation
Date of last
appointment
Date of
cessation
Specialised
committees of
which he/she was
a member
Indicate whether the
director left before
the end of his or her
term of office
Sir Tom McKillop Other external 05-05-23 10-05-24 Vice-Chair of the
Board of Directors
Yes
d
b
f h
Reason for cessation and other observations
Sir Tom McKillop tendered his voluntary resignation from his position as an external director of the Board of Directors at the Board meeting held
on 8 April 2024, and it became effective from date of the General Shareholders' Meeting held on 10 May 2024. As a result, he also ceased to hold

the positions of Vice-Chair of the Board of Directors and member of the Appointments and Remuneration Committee.

C.1.3 Complete the following tables on the members of the Board and their categories:

EXECUTIVE DIRECTORS

Name or company
name of director
Post in
organisation
chart of the
company
Profile
Mr Carlos Gallardo Piqué Chair and CEO Mr Carlos Gallardo Piqué began his pharmaceutical career 20 years
ago when he joined Pfizer, based in New York. In 2001, he joined
Almirall, where he has remained until the present day. He was initially
an executive in different countries and positions across strategy, sales,
licencsing, M&A and country management. In 2013, Mr Carlos
Gallardo Piqué was appointed a member of Almirall's Board of
Directors, and in 2020 he was appointed Vice-Chair, a position that
he held until his appointment as Chair in May 2022. In November
2022 he was appointed CEO, and he was confirmed in the position in
February 2023 following his positive development and performance.
He has also established a successful career as an investor in digital
healthcare and medtech. He is founder and CEO of CG Health
Ventures, which invests in early-stage medtech and digital healthcare
companies at a global level, providing a unique blend of operational
support and capital. Before entering the pharmaceutical industry, Mr
Carlos Gallardo Piqué worked as an engineer in the automotive
industry, in logistics and supply chain. He is a graduate in industrial
engineering from the Universitat Politècnica de Catalunya and has an
MBA from Stanford Graduate School of Business.
Please refer to section A.6 above for further information on the
relationships between the significant shareholders of Almirall, S.A.
and Mr Gallardo Piqué.
Total number of executive directors 1
Percentage of Board 10

Observations

Owing to his relationship with the significant shareholders Grupo Plafin, S.A.U. and Grupo Corporativo Landon, S.L., Mr Carlos Gallardo was initially appointed director within the category of proprietary director, until his appointment as CEO, at which time he acquired the status of executive director pursuant to section 529 duodecies of the Spanish Companies Act.

EXTERNAL PROPRIETARY DIRECTORS

Name or company
name of director
Name or company name of
the significant shareholder
represented by the director
or that nominated the
director
Profile
Mr Antonio
Gallardo Torrededía
Grupo Plafin, S.A.U. and
Grupo Corporativo Landon,
S.L.
Mr Antonio Gallardo holds a degree in business science from the
University of Barcelona and an executive MBA from the University
of Chicago. He also has a master's degree in marketing from
ESADE. During the first stage of his professional career, he spent
seven years working at Akzo Nobel, where he reached the position
of marketing director. In 1999, he joined Almirall as an area
manager. He was later appointed director of pharmacy marketing
and developed a loyalty programme consisting of 10,000
pharmacies through the medical representatives network in Spain.
He subsequently joined the medical visit network as area manager
and then division chief. In 2008, he left Almirall to continue in the
family business, where he took charge of the real estate area as
chairman of The Landon Group.
Please refer to section A.6 above for further information on the
relationships between the significant shareholders of Almirall, S.A.
and Mr Gallardo Torrededía.
Total number of proprietary directors 1
Percentage of Board 10

Observations

EXTERNAL INDEPENDENT DIRECTORS

Name or company
name of director
Profile
Ms Karin Dorrepaal Ms Dorrepaal has a PhD from the Free University of Amsterdam, following four years as a research
fellow in the Netherlands Cancer Institute. She also holds an MBA from the Rotterdam School of
Management. In 1990, she joined Booz Allen Hamilton, Management Consultants, where she
remained until 2004, having been appointed vice-president in 2000. She specialises in the
pharmaceutical industry and has advised large companies on strategy, sales, marketing and supply
chain issues. In 2004 she was appointed to the board of directors of Schering AG. Following the
acquisition of this company by Bayer AG, Ms Dorrepaal left her position. She has been a member
of the board of directors of Gerresheimer AG, Paion AG, and the Kerry Group Plc., Triton Private
Equity and Intravacc. She is currently Chair of LTS Lohmann Therapie-Systeme AG (Germany).
Mr Enrique de Leyva
Pérez
Mr de Leyva holds an M.Sc. degree in civil engineering from the Engineering School of Madrid
and an MBA from Columbia Business School, where he was a Fulbright scholar and specialised in
finance and accounting. He has developed his career at top-level companies such as Unión Fenosa
(1983-1986) and McKinsey & Company (1986-2006), in various executive positions and countries
(including the UK and the US), and he is currently one of the founding partners of Magnum
Industrial Partners, a leading Iberian private equity firm that has launched three funds to market
with €1.5 billion of committed capital. He is also a member of the steeering committees of several
companies within the Magnum Funds portfolio. He has been a chair or director of companies in the
education, energy, industry, healthcare, B2B services and telecommunications industries.
Dr Seth J. Orlow Dr Orlow holds a doctorate in medicine and a PhD in molecular pharmacology from the Albert
Einstein College of Medicine of Yeshiva University and a degree in biomedical sciences from
Harvard University. He serves as a senior advisor to Pharus Securities. In the past, Dr Orlow has
had roles including partner at Easton Capital Partners, co-founder of Anaderm Research
Corporation, and director of Protez Pharmaceuticals and Transave, Inc. During his career, Dr Orlow
has been a professor in the dermatology, cell biology and paediatrics departments at the NYY
Grossman School of Medicine, where he has also served as chair of the Ronald O. Perelman
department of dermatology since 2006.
Dr Alexandra B.
Kimball
Dr Alexandra B. Kimball holds a degree in molecular biology from Princeton University, a
doctorate (MD) from Yale University School of Medicine, and a master's in public health from
Johns Hopkins School of Public Health. Dr Kimball is the president and CEO of Harvard Medical
Faculty Physicians at Beth Israel Deaconess Medical Centre, and a member of the board of directors
and a dermatologist at the same centre. She is a professor of dermatology at the Harvard Medical
School, as well as being co-chair of the management board at Beth Israel Lahey Health Performance
Name or company
name of director
Profile
Network (BILPN). In recognition of her research on physician workforce economics, quality of life
and outcomes, she was awarded the American Skin Association Research Award for Health Policy
and Medical Education and the Mass General Hospital Bowditch Prize. Other awards include
Mentor of the Year from the Women's Derm Society and the Outstanding Physician-Clinician and
Lifetime Achievement Awards from the National Psoriasis Foundation. Dr Kimball has served on
non-profit boards including those of the Society for Investigative Dermatology, the Massachusetts
Foundation for the Humanities and Public Policy, and the Hidradenitis Suppurativa Foundation.
She is a former president of the International Psoriasis Council and a member of the advisory
committee to the director of the National Institutes of Health.
Ms Eva-Lotta Allan Ms Eva-Lotta Allan holds a degree in natural sciences from Jakobsbergskolan (Stockholm) and in
microbiology from the Laboratory School University (Stockholm), and she has a master's
certificate in marketing from the Institute for Higher Marketing Business School (Stockholm). Ms.
Allan has a long career in the biotech industry with expertise in corporate, business development
and operations with companies including Vertex Pharmaceuticals, Ablynx NV and Immunocore.
During her five years as Immunocore's CBO she raised 320 million dollars in a Series A round and
established significant partnerships with top pahramceutical companies. As Ablynx's CBO, she
participated in taking the company public and completed several strategic partnerships. At Vertex
Pharmaceuticals she was Senior Director Business Development and Site Operations (Europe). Ms.
Ms Allan is chair of the board and member of the audit and remuneration committee of Draupnir
Bio, and chair of Maxion Therapeutics.
Dr Ruud Dobber Dr Dobber holds a master of science from the University of Utrecht (the Netherlands) and a PhD
in immunology (University of Leiden, the Netherlands). Dr Dobber has been executive vice
president of the biopharmaceuticals business of AstraZeneca since January 2019, and he is
responsible for product strategy and commercial delivery for cardiovascular, renal & metabolism
(CVRM) and repiratory & immunology. Dr Dobber previously held various executive positions at
AstraZeneca, including serving as president of AstraZeneca US and executive vice-president for
North America, executive vice-president for Europea, regional vice-president for Europe, Middle
East and Africa, regional vice-president for Asia Pacific and area vice-president Europe 1. He has
also been a member of the board and executive committee of EFPIA and chair of the Asia division
of Pharmaceutical Research and Manufacturers of America.
Mr Ugo Di Francesco Mr Ugo Di Francesco holds an executive MBA from Bologna Business School. In 1998, he joined
Bristol Myers Squibb, based in Rome, as Head of the Oncology Business Unit, and in 2000 he was
appointed Vice President of the Pharmaceutical Products Division of the Italian subsidiary of
Bristol Myers Squibb Corp (Princeton, USA). In 2002, he joined Novartis, based in Prague, as
Managing Director and Country Head of Novartis s.r.o. for the Czech Republic and Slovakia, and
he was later appointed Managing Director and Country Head of Novartis Pharma S.p.A. in Italy
(Origgio, Varese). He was CEO of the Chiesi Group from 2011 to 2022, supervising all the global
operations of the company. He has 30 years of expeirence in the pharmaceutical sector. He is a
member of the boards of Kedrion S.p.A. and Kedrion Holding S.p.A.
Ms Eva Abans Iglesias Ms Eva Abans Iglesias holds a degree in economics and business administration from the
Complutense University of Madrid and an MBA from IEDE. She started her professional career at
PriceWaterhouseCoopers, where she worked in the audit area of the London and Madrid offices
until 2001. Subsequently, in June 2001, she joined Ernst & Young, holding several positions until
she was appointed partner in 2007. In 2015 she was appointed Managing Partner of EY Catalonia,
a position she held until September 2018. In October 2018, she joined Grupo Mediapro, a leader in
the European audiovisual sector. She currently holds the position of Chief Corporate Officer and is
also a key member of Grupo Mediapro's Executive Committee and Management Committee.
Total number of independent directors 8
Percentage of Board 80
Observations

Indicate whether any director classified as independent receives from the company or any company in its group any amount or benefit other than remuneration as a director, or has or has had a business relationship with the company or any company in its group during the past year, whether in his or her own name or as a significant shareholder, director or senior executive of a company that has or has had such a relationship.

If so, include a reasoned statement by the Board explaining why it believes that the director in question can perform his or her duties as an independent director.

Name or company name of
director
Description of the relationship Reasoned statement
Ms Alexandra B. Kimball The independent director Ms Alexandra
B. Kimball participated in an event
organised by the Company entitled
"Strategy Review Meeting 2024" in her
capacity
as
an
expert.
She
was
remunerated with a one-off payment of
8,000 euros for her participation.
The Board of Directors believes that the
advisory
services
provided
by
Ms
Alexandra B. Kimball do not compromise
her independence as a director, because: (i)
the
remuneration
received
was
not
significant; (ii) the work was performed in
her capacity as an expert on the matter and
not in her capacity as a director; and (iii)
the service was provided on a one-off basis
and is not recurring work that could
compromise her independence.
Dr Seth J. Orlow The independent director Dr Seth J.
Orlow participated in an event organised
by the Company entitled "Strategy
Review Meeting 2024" in his capacity
as
an
expert.
Participation
was
remunerated. He was remunerated with
a one-off payment of 8,000 euros for his
participation.
The Board of Directors believes that the
advisory services provided by Dr Seth J.
Orlow
do
not
compromise
his
independence as a director, because: (i) the
remuneration received was not significant;
(ii) the work was performed in his capacity
as an expert on the matter and not in his
capacity as a director; and (iii) the service
was provided on a one-off basis and is not
recurring work that could compromise his
independence.
Mr Ugo Di Francesco The independent director Mr Ugo Di
Francesco participated in an event
organised by the Company entitled
"Strategy Review Meeting 2024" in his
capacity as an expert. Participation was
remunerated He was remunerated with a
one-off payment of 8,000 euros for his
participation.
The Board of Directors believes that the
advisory services provided by Mr Ugo Di
Francesco
do
not
compromise
his
independence as a director, because: (i) the
remuneration received was not significant;
(ii) the work was performed in his capacity
as an expert on the matter and not in his
capacity as a director; and (iii) the service
was provided on a one-off basis and is not
recurring work that could compromise his
independence.

OTHER EXTERNAL DIRECTORS

Identify the other external directors, indicate the reasons why they cannot be considered either proprietary or independent, and detail their ties with the company or its management or shareholders:

Name or
company name of
director
Reasons Company,
manager or
shareholder to
which or to whom
the director is
related
Profile
Total number of other external directors 0
Percentage of Board 0

Observations

Indicate any changes that have occurred during the period in each director's category:

Name or company name of director Date of change Previous category Current category

Observations

C.1.4 Complete the following table with information relating to the number of female directors at the close of the past four years, as well as the category of each:

Number of female directors % of total directors for each category
Year t Year t-1 Year t-2 Year t-3 Year T Year t-1 Year t-2 Year t-3
Executive 0 0 0 0 0 0 0 0
Proprietary 0 0 0 0 0 0 0 0
Independent 4 3 3 4 50 50 50 50
Other External 0 0 0 0 0 0 0 0
Total: 4 3 3 4 40 33.33 30.33 30.77
Observations

C.1.5 Indicate whether the company has diversity policies in relation to its Board of Directors on such questions as age, gender, disability, education and professional experience. Small and medium-sized enterprises, in accordance with the definition set out in the Spanish Auditing Act, will have to report at least the policy that they have implemented in relation to gender diversity.

Yes X No Partial policies

If so, describe these diversity policies, their objectives, the measures and the way in which they have been applied and their results over the year. Also indicate the specific measures adopted by the Board of Directors and the nomination and remuneration committee to achieve a balanced and diverse presence of directors.

If the company does not apply a diversity policy, explain the reasons why.

Description of policies, objectives, measures and how they have been applied, and results achieved

In accordance with the relevant provisions of the Good Governance Code for Listed Companies, article 17.3 of the Regulations of the Board of Directors establishes that: "The Board of Directors will approve a specific and demonstrable Board Member Selection Policy aimed at promoting an appropriate composition of the Board, that assures that the proposals of appointment or re-election are based on a previous analysis of the competences required by the above mentioned Board and that favours the diversity of knowledge, experiences, age and gender. The result of the previous analysis of the competences required by the Board will be gathered in the justificative report of the Appointments and Remuneration Committee that will be published once the General Meeting is called for the ratification, the appointment or the re-election of every member. The Board Member Selection Policy shall promote and seek to achieve the objective that by 2020 the number of female directors should represent at least 30% of the total number of members of the Board of Directors. The Nomination and Remuneration Committee shall annually verify compliance with the Board Member Selection Policy and report thereon in the Annual Corporate Governance Report."

In this regard, the Board of Directors has a director selection policy that, among other things, develops the final part of the above article of the Regulations of the Board of Directors; its general aims are to encourage diversity of knowledge, experience and gender.

In any event, the balanced composition of the Board will have to be taken into account as a significant additional element, carefully assessing the candidate's professional background and biography as well as their professional and personal track record.

C.1.6 Describe the measures, if any, agreed upon by the nomination committee to ensure that selection procedures do not contain hidden biases which impede the selection of female directors and that the company deliberately seeks and includes women who meet the target professional profile among potential candidates, making it possible to achieve a balance between men and women. Also indicate whether these measures include encouraging the company to have a significant number of female senior executives:

Explanation of measures

In addition to the statements in section C.1.5 above, it should be noted that the Company endeavours to ensure that director selection processes do not suffer from implicit biases that hinder the selection of women. In particular, the director selection policy provides that selection processes are to avoid any kind of bias that could imply discrimination, whether on the grounds of sex, ethnic origin, age or any other basis. In any event, as established in article 14.2 of the Regulations of the Board of Directors, the Appointments and Remuneration Committee will report to the Board on gender diversity and director qualification issues.

In any case, the merit of the candidates has been and remains the prevailing principle in selection processes to choose members of the Board of Directors.

If in spite of any measures adopted there are few or no female directors or senior managers, explain the reasons for this:

Explanation of reasons

C.1.7 Explain the conclusions of the nomination committee regarding verification of compliance with the policy aimed at promoting an appropriate composition of the Board of Directors.

The Appointments and Remuneration Committee has verified compliance with the director selection policy, with satisfactory results.

C.1.8 If applicable, explain the reasons for the appointment of any proprietary directors at the request of shareholders with less than a 3% equity interest:

Name or company name of shareholder Reason

Indicate whether the Board has declined any formal requests for presence on the Board from shareholders whose equity interest is equal to or greater than that of others at whose request proprietary directors have been appointed. If so, explain why the requests were not granted:

Name or company name of shareholder Explanation

C.1.9 Indicate the powers, if any, delegated by the Board of Directors, including those relating to the option of issuing or re-purchasing shares, to directors or board committees:

Name or company name of
director or committee
Brief description
Mr Carlos Gallardo Piqué Mr Carlos Gallardo Piqué, CEO of Almirall, S.A. All the powers of the Board of
Directors have been delegated to him, except for those that cannot be delegated due
to law or the By-Laws.

C.1.10 Identify any members of the Board who are also directors, representatives of directors or managers in other companies forming part of the listed company's group:

Name or company name of director Company name of the group
entity
Position Does the director
have executive
powers?

Observations

C.1.11 List the positions of director, administrator or representative thereof, held by directors or representatives of directors who are members of the company's board of directors in other entities, whether or not they are listed companies:

Identity of the director or
representative
Company name of the listed or non
listed entity
Position
Mr Carlos Gallardo Piqué Corporación Zamap, S.L. Director
Caleta XXI, S.L. Representative under art. 143 RRM
(Commercial Registry Regulations) of the
director Surcogan, S.L.
Surcogan, S.L. Director
Olistic Research Labs, S.L. Director
Zentro Yoga Project, S.L. Representative under art. 143 RRM
(Commercial Registry Regulations) of the
director Latitud 41, S.L.
Mr Antonio Gallardo Torrededía Corporación Genbad, S.L. Director
Landon Investments, SCR, SAU Director
22@ Business Center, S.L. Director
Ruarti XXI, S.L. Representative under art. 143 RRM
(Commercial Registry Regulations) of the
director Coelium, S.L.
Identity of the director or
representative
Company name of the listed or non
listed entity
Position
Togadia, S.L. Representative under art. 143 RRM
(Commercial Registry Regulations) of the
director Coelium, S.L.
Coelium, S.L. Director
Tinkle, S.L. Representative under art. 143 RRM
(Commercial Registry Regulations) of the
director Coelium, S.L.
Portman Baltic, S.L. Representative under art. 143 RRM
(Commercial Registry Regulations) of the
director Togadia, S.L.
Grupo Corporativo Landon, S.L. Representative under Art. 143 RRM
(Commercial Registry Regulations) of the
director Corporación Genbad, S.L.
Good News Barcelona 2020, S.L. Director
Ms Eva-Lotta Allan Draupnir Bio ApS Chair of the Board and member of the
Audit and Remuneration Committees
Maxion Therapeutics Ltd. Chair of the Board
Mr Seth J. Orlow R2 Technologies, Inc Director
American Dermatology Association Director
Ms Alexandra B. Kimball Beth Israel Deaconess Medical Center Director
Beth Israel Lahey Health Director
Ms Karin Dorrepaal LTS Lohmann Therapie-Systeme AG Chair
Mr Ruud Dobber Alexion Pharmaceuticals Inc Director
AstraZeneca Ireland Limited Director
Caelum Biosciences Inc Director
Mr Enrique de Leyva Pérez Magnum Industrial Partners Dos y Tres,
S.L.
Chair
Magnum Partners, LLP* Director
Magnum Capital Fund's Portfolio Director
Leyme Asesoría e Inversiones, S.L. Chair
Istisu SCR, S.A. Chair
Fide OBC Europe SL Director
Universal Diagnostics SA Director
Ontime Corporate Union SA Director
Identity of the director or
representative
Company name of the listed or non
listed entity
Position
Mr Ugo Di Francesco Kedrion S.p.A. Executive Director
Kedrion Holding S.p.A. Executive Director

Observations

The positions of Mr Antonio Gallardo Torrededía at Coelium, S.L. and Corporación Genbad, S.L. are remunerated. His other positions listed in the above table are not remunerated.

The positions of Mr Carlos Gallardo Piqué at Corporación Zamap, S.L. and Surcogan, S.L. are remunerated. His other positions listed in the above table are not remunerated.

The positions of Ms Alexandra B. Kimball listed in the above table are not remunerated.

The positions of Mr Ruud Dobber listed in the above table are not remunerated.

The positions of Mr Enrique de Leyva at Leyme Asesoría e Inversiones and Ontime Corporate Union S.A. are remunerated. His other positions listed in the above table are not remuneration. It should also be noted that Mr Enrique de Leyva Pérez is also a member of the board of directors of various unlisted companies within the Magnum Capital private equity portfolios. The position of Mr Ugo Di Francesco at Kedrion S.p.A. is remunerated and his position at Kedrion Holding S.p.A. is not remunerated.

In relation to the other directors who are not mentioned above, all of their respective above-listed positions are remunerated.

Indicate, where appropriate, the other remunerated activities of the directors or directors' representatives, whatever their nature, other than those indicated in the previous table.

Identity of the director or representative Other paid activities
Ms Karin Dorrepaal Member of the Supervisory Board and of the Audit Committee of the Van Eeghen
Group
Ms Eva Abans Iglesias Corporate Director and key member of the Executive Committee and the
Management Committee of the Mediapro Group

Observations

C.1.12 Indicate whether the company has established rules on the maximum number of company boards on which its directors may sit, explaining if necessary and identifying where this is regulated, if applicable:

Explanation of the rules and identification of the document where this is regulated

Although article 26 of the Regulations of the Board of Directors establishes that the company is to set rules on the number of boards that its members can serve on, these rules had not been implemented at the close of the reported financial year because it was not deemed necessary to implement them in view of the composition and members of the Board. In addition, if it is detected that participation on other boards may be detrimentally affecting the directors' performance of their duties, the Company has the means to remove the directors from their positions.

C.1.13 Indicate the remuneration received by the Board of Directors as a whole for the following items:

Remuneration accruing in favour of the Board of Directors in the financial year (thousands of euros) 2,994
------------------------------------------------------------------------------------------------------ -------
Funds accumulated by current directors for long-term savings systems with consolidated economic
rights (thousands of euros)
Funds accumulated by current directors for long-term savings systems with unconsolidated economic
rights (thousands of euros)
Pension rights accumulated by former directors (thousands of euros)

Observations

At the General Shareholders' Meeting of Almirall, S.A. held on 5 May 2022, the shareholders resolved to set the maximum amount of annual remuneration for the directors as a whole in their capacity as such (i.e., excluding the remuneration of executive directors for the performance of their executive and senior management duties) in the amount of €2.5 million. This amount remains unchanged as at the date of this report.

C.1.14 Identify members of senior management who are not also executive directors and indicate their total remuneration accrued during the year:

Name or company name Position(s)
Mr Eloi Crespo Cervera Chief Industrial Operations Officer
Mr Esteve Conesa Panicot Chief People & Culture Officer
Mr Karl Ziegelbauer Chief Scientific Officer
Mr Mike McClellan Chief Financial Officer
Mr Volker Koscielny Chief Medical Officer
Mr Jordi Salvat Filomeno Executive Director Internal Audit
Mr Paolo Cionini Chief Commercial Officer Europe & International
Ms Isabel Gomes Chief Legal Officer & General Counsel
Ms Mercedes Diz López Chief Marketing Officer
Mr Paul Rittman President and General Manager of Almirall US
Number of women in senior management 2
Percentage of total senior management 20
Total remuneration of senior management (thousands of euros)
Observations

C.1.15 Indicate whether the Board regulations were amended during the year:

Yes No X

Description of amendment(s)

C.1.16 Specify the procedures for selection, appointment, re-election and removal of directors. List the competent bodies, steps to follow and criteria applied in each procedure.

According to the Regulations of the Company's Board of Directors, the appointment, re-election, evaluation and removal of directors is implemented in accordance with the following procedures and on the following terms:

Appointment

Directors are appointed on an interim basis (co-option) and proposals regarding the appointment of directors are submitted to the shareholders at the General Meeting: (i) upon a proposal from the Appointments and Remuneration Committee, in the case of independent directors; and (ii) upon a report from the Appointments and Remuneration Committee, in the case of the other directors, in accordance with the provisions of the Spanish Companies Act.

When new directors are appointed, they must complete the orientation programme that the Company has established for new directors so that they can rapidly acquire sufficient knowledge of the Company and of its corporate governance rules.

In terms of the appointment of external directors, the Board of Directors endeavours to ensure that selected candidates are persons of recognised solvency, competence and experience, and extreme care must be taken in relation to those called on to fill the independent director positions provided for in article 6 of the Regulations of the Board of Directors.

The directors affected by proposed appointments are to refrain from participating in the relevant deliberations and votes.

The Board of Directors has approved a specific and verifiable director selection policy that is intended to foster an appropriate and balanced composition of the Board, which ensures that proposed appointments or re-elections are based on a prior analysis of the skills required by the Board and foster diversity of knowledge, experience, age and gender.

Re-election

Before proposing the re-election of directors to the shareholders at a General Meeting, the Board of Directors is to evaluate, with the affected persons refraining from participation and in accordance with article 22 of the Regulations of the Board of Directors, the quality of work and dedication to the position of the proposed directors during their preceding term of office.

The directors are in office for the period established for this purpose by the shareholders at the General Meeting. At the end of that period, they may be re-elected on one or more occasions for periods with the same maximum duration.

The directors affected by proposed re-elections are to refrain from participating in the relevant deliberations and votes.

Evaluation

The Appointments and Remuneration Committee evaluates the skills, knowledge and experience required on the Board, and hence defines the required duties and qualities for the candidates who are to fill each vacancy, as well as evaluating the time and dedication needed for the directors to be able to properly discharge their duties.

The full Board of Directors will also evaluate once a year and adopt, if applicable, an action plan to rectify any shortfalls identified in terms of the quality and efficiency of its operation, the operation and composition of its committees, the diversity of its composition and skills, the performance by the Chair of the Board and the Company's lead executive of their duties, and the performance and contribution of each director, paying special attention to those responsible for the various Board committees. The various committees will be evaluated based on the report that they submit to the Board of Directors, and the Board of Directors will be evaluated based on the report submitted thereto by the Appointments and Remuneration Committee. For this purpose, the Chair of the Board of Directors will organise and coordinate the evaluation of the Board and that of the CEO and lead executive with the chairs of the committees.

Removal

Directors will be removed from office on the expiry of the period for which they were appointed and when so decided by the shareholders at a General Meeting in application of their legal or bylaw-mandated powers. In any event, appointments of directors will expire when, following completion of the term of office, the next General Meeting is held or the legal period for the holding of the General Meeting at which a resolution is to be passed regarding the approval of accounts for the preceding financial year has expired.

The Board of Directors will only be able to propose the removal from office of an independent director before the expiry of the bylaw-mandated term when it finds just cause for doing so upon a report from the Appointments and Remuneration Committee. In particular, just cause will be deemed to exist when a director has breached the duties inherent to their position or become subject to any of the circumstances resulting in their being barred from holding office described in the definition of independent director that is established in the good corporate governance recommendations applicable at any time.

The directors affected by proposed removals from office are to refrain from participating in the relevant deliberations and votes.

C.1.17 Explain to what extent the annual evaluation of the Board has given rise to significant changes in its internal organisation and in the procedures applicable to its activities:

Description of amendment(s)

Describe the evaluation process and the areas evaluated by the Board of Directors with or without the help of an external advisor, regarding the functioning and composition of the Board and its committees and any other area or aspect that has been evaluated.

Description of the evaluation process and areas evaluated

At its meeting held on 19 July 2024, the Board of Directors evaluated: (i) the quality and efficiency of its operation; (ii) the performance by the Chair of the Board and the Company's lead executive of their duties; (iii) the operation of its Committees; and (iv) diversity in the composition and skills and the performance and contribution of each director, paying special attention to the heads of the various committees.

Additionally, in accordance with Recommendation 36 of the Good Governance Code for Listed Companies, the Company has evaluated the activities and operation of the Board of Directors carried out during financial year 2024 with the support of the external consultant Deloitte Abogados y Asesores Tributarios, S.L.U. Such assesment has taken place in february 2025.

C.1.18 Provide details, for years in which the evaluation was carried out with the help of an external advisor, of the business relationships that the external advisor or company in its group maintains with the company or any company in its group.

The business relations maintained with Deloitte Abogados y Asesores Tributarios, S.L.U. relate to consultancy services in different areas.

C.1.19 Indicate the cases in which directors are obliged to resign.

The directors will be required to offer their position to the Board of Directors and proceed to resign, if the Board deems it appropriate, in the following cases:

  • a) When they cease to hold the executive positions to which their appointment as a director was linked.
  • b) When they are subject to any of the legally established circumstances involving disqualification or prohibition.
  • c) When they are seriously reprimanded by the Board of Directors for having breached their obligations as directors.
  • d) When their membership of the Board could place at risk or harm 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 their holding in the Company).
  • e) Independent directors may not remain as such for a continuous period in excess of 12 years, meaning that upon the expiry of such a period, they will be required to offer their position to the Board of Directors and resign as appropriate.
  • f) In the case of proprietary directors: (i) when the shareholder they are representing sells its shareholding in full; and also (ii) by the corresponding number, when that shareholder reduces its shareholding to a level that requires a reduction in the number of proprietary directors.
    • C.1.20 Are qualified majorities other than those established by law required for any particular kind of decision?:
Yes No X
----- ---- --- --

If so, describe the differences.

Description of differences

C.1.21 Explain whether there are any specific requirements, other than those relating to directors, for being appointed as chairman of the Board of Directors.

Yes No X

Description of requirements

C.1.22 Indicate whether the articles of incorporation or Board regulations establish any limit as to the age of directors:

Yes
No
X
Age limit
Chairman
Managing director
Director

Observations

C.1.23 Indicate whether the articles of incorporation or Board regulations establish any term limits for independent directors other than those required by law or any other additional requirements that are stricter than those provided by law:

Yes No X

Additional requirements and/or maximum number of years of office

C.1.24 Indicate whether the articles of incorporation or Board regulations establish specific rules for appointing other directors as proxy to vote in Board meetings, if so the procedure for doing so and, in particular, the maximum number of proxies that a director may hold, as well as whether any limit has been established regarding the categories of director to whom votes may be delegated beyond the limits imposed by law. If so, briefly describe these rules.

Pursuant to article 16 of the Regulations of the Board of Directors, the directors will do everything within their power to attend Board meetings and when they are absolutely unable to attend in person, they will grant their proxy in writing and on a specific basis for each meeting to another Board member (non-executive directors may only delegate their proxy to another non-executive director), including the relevant instructions and notifying the Chair of the Board of Directors of the delegation of proxy.

C.1.25 Indicate the number of meetings held by the Board of Directors during the year. Also indicate, if applicable, the number of times the Board met without the chairman being present. Meetings where the chairman gave specific proxy instructions are to be counted as attended.

Number of board meetings 8
Number of board meetings held without the chairman's presence 0

Observations

Indicate the number of meetings held by the coordinating director with the other directors, where there was neither attendance nor representation of any executive director:

Number of meetings 0
Observations

Indicate the number of meetings held by each Board committee during the year:

6
6
4
4
Observations

C.1.26 Indicate the number of meetings held by the Board of Directors during the year with member attendance data:

Attendance in person as a % of total votes during the year
Number of meetings with attendance in person or proxies given with specific instructions, by all directors
100%
8
Votes cast in person and by proxies with specific instructions, as a % of total votes during the year 100%

Observations

C.1.27 Indicate whether the individual and consolidated financial statements submitted to the Board for issue are certified in advance:

No X

Identify, if applicable, the person(s) who certified the individual and consolidated financial statements of the company for issue by the Board:

Name Position
Observations

C.1.28 Explain the mechanisms, if any, established by the Board of Directors to ensure that the financial statements it presents to the General Shareholders' Meeting are prepared in accordance with accounting regulations.

Article 13 of the Regulations of the Board of Directors allocates the following powers to the Audit Committee, among others: (i) to supervise the preparation and presentation process for the mandatory financial information and present recommendations or proposals to the management decision-making body aimed at safeguarding its integrity; (ii) to review the Company's accounts, monitoring compliance with legal requirements and the proper application of generally accepted accounting principles; (iii) to know the financial reporting process and the Company's internal control systems, verifying their suitability and integrity and reviewing the appointment or replacement of the people responsible for them; (iv) to supervise the preparation process, integrity and presentation of the financial information regarding the Company and, if applicable, the group, monitoring compliance with regulatory requirements, the appropriate definition of the consolidation perimeter and the proper application of accounting standards; and (v) to review the financial information that the Board of Directors is regularly required to disclose to the markets and to their supervisory bodies.

For its part, article 40.3 of the Regulations of the Board of Directors establishes that the Board of Directors will endeavour to ensure that the final accounts are formulated such that the auditor makes no qualifications. In exceptional circumstances where the statutory auditor has included a qualification in its report, both the chair of the Audit Committee and the external auditors will clearly explain to the shareholders the content of the reservations and qualifications. In particular, the chair of the Audit Committee will clearly explain at the General Meeting the Audit Committee's opinion regarding their content and scope, making a summary of that opinion available to the shareholders at the time of pbulication of the call to meeting, together with the other proposals and reports of the Board. However, when the Board believe that it should maintain its position, it will publicly explain the content and scope of the discrepancy.

C.1.29 Is the secretary of the Board also a director?

If the secretary is not a director, complete the following table:

Name or company name of the secretary Representative
Mr Daniel Ripley Soria
Observations

C.1.30 Indicate the specific mechanisms established by the company to safeguard the independence of the external auditors, and any mechanisms to safeguard the independence of financial analysts, investment banks and rating agencies, including how legal provisions have been implemented in practice.

In accordance with articles 13.2 and 40.1 of the Regulations of the Board of Directors, it is for the Audit Committee to propose to the Board of Directors, for submission to the shareholders at the General Shareholders' Meeting, the appointment (stating the contractual conditions and scope of the professional mandate), renewal and removal of the auditor, and to supervise the performance of the audit agreement, as well as to regularly gather information from the auditor on the audit plan and its implementation, in addition to maintaining its independence in the performance of its duties.

The Audit Committee is responsible for relations with the Company's external auditors, receiving information on issues that could place their independence at risk to be examined by the Committee, and any other information related to the process of auditing the accounts, and, when appropriate, approving non-prohibited services. In particular, the Audit Committee will be required to ensure that the Company and the auditor comply with applicable law regarding the provision of non-audit services, the limits on concentration of the auditor's business and, in general, the other regulations established to ensure the independence of auditors.

In addition and in any event, the Audit Committee must receive an annual declaration of independence from the external auditors in relation to the entity or entities directly or indirectly related thereto, as well as detailed and individualised information on any kind of additional services provided and the corresponding fees received from those entities by the external auditor or by the persons or entities linked thereto in accordance with the regulations governing statutory audit.

The Audit Committee must also issue an annual report, prior to the issuance of the statutory audit report, in which it will express an opinion on whether the independence of the statutory auditors or audit companies has been compromised. This report must always include a reasoned assessment of the provision of each and every one of the additional services referred to in section 529 quaterdecies.4.(e) of the Spanish Companies Act, both individually and as a whole, other than legal audit services and in relation to the independence regime or the regulations governing statutory audit.

As is clear from the foregoing, the Audit Committee pays special attention to the relationship with auditors. It holds regular meetings with the external auditor to obtain a detailed understanding of the progress and quality of its work, evaluating the provisional audit results to ensure compliance with the Regulations of the Board of Directors and applicable law, and hence the independence of the auditor.

C.1.31 Indicate whether the company changed its external auditor during the year. If so, identify the incoming and outgoing auditors:

Yes No
X
Outgoing auditor Incoming auditor
Observations
If there were any disagreements with the outgoing auditor, explain their content:
Yes No
Explanation of disagreements

C.1.32 Indicate whether the audit firm performs any non-audit work for the company and/or its group and, if so, state the amount of fees it received for such work and express this amount as a percentage of the total fees invoiced to the company and/or its group for audit work:

Yes
X
No
---------------- --
Company Group companies Total
Amount invoiced for non-audit services (thousands
of euros)
81 0 81
Amount invoiced for non-audit work/Amount for
audit work (in %)
28% 0% 11%
Observations

C.1.33 Indicate whether the auditors' report on the financial statements for the preceding year contains a qualified opinion or reservations. If so, indicate the reasons given to shareholders at the general meeting by the chairman of the audit committee to explain the content and extent of the qualified opinion or reservations.

Explanation of the reasons and direct link to the document made available to the shareholders at the time that the general meeting was called in relation to this matter

C.1.34 Indicate the number of consecutive years for which the current audit firm has been auditing the company's individual and/or consolidated financial statements. Also, indicate the number of years audited by the current audit firm as a percentage of the total number of years in which the financial statements have been audited:

Individual Consolidated
Number of consecutive years 4 4
Individual Consolidated
Number of years audited by the current audit firm/number of years in
which the company has been audited (in %)
12.12% 12.12%
Observations

C.1.35 Indicate whether there is a procedure for directors to be sure of having the information necessary to prepare the meetings of the governing bodies with sufficient time; provide details if applicable:

Yes X No

Details of the procedure

Pursuant to article 15 of the Regulations of the Board of Directors:

  • Calls to meetings of the Board are to be sent with at least three days' notice and must always include the agenda for the meeting, as well as sufficient and relevant information that has been duly summarised and prepared for that purpose. As the person responsible for the effective operation of the Board, the Chair will ensure that the directors duly receive the information.
  • In addition, at extraordinary Board meetings called by the Chair when, in the Chair's judgment, there are circumstances justifying such a meeting, although the notice period and other requirements set out in the aforementioned article 15 do not apply in such cases, efforts will be made to ensure that any documentation that the directors need is delivered sufficiently in advance.

Moreover, in accordance with article 23 of the Regulations of the Board of Directors:

  • Directors may request information on any matter falling within the purview of the Board's powers and, in this regard, may examine its books, records, documents and other documentation. The right of information extends to subsidiaries wherever possible.
  • The request for information must be addressed to the Secretary of the Board of Directors, who will forward it to the Chair of the Board of Directors and to the appropriate person at the Company.
  • The Secretary will advise the director of the confidential nature of the information that they are requesting and receiving, and of their duty of confidentiality pursuant to the terms of the Regulations of the Board.
  • The Chair may refuse to provide information if the Chair believes: (i) that it is not necessary for the proper performance of the director's duties; or (ii) that its cost is unreasonable in view of the significance of the problem and the Company's assets and revenues.
    • C.1.36 Indicate whether the company has established rules obliging directors to inform the Board of any circumstances, whether or not related to their actions in the company itself, that might harm the company's standing and reputation, tendering their resignation where appropriate. If so, provide details:

Yes X No

Explain the rules

In accordance with article 21.2.(d) of the Regulations of the Board of Directors, the directors must offer their position to the Board of Directors and proceed to resign, if the Board deems it appropriate, when their membership of the Board could place at risk or harm the Company's interests, credit or reputation, or when the reasons for their appointment no longer exist (for example, when a proprietary director disposes of their holding in the Company).

C.1.37 Indicate whether, apart from such special circumstances as may have arisen and been duly minuted, the Board of Directors has been notified or has otherwise become aware of any situation affecting a director, whether or not related to his or her actions in the company itself, that might harm the company's standing and reputation:

Yes No X
Director's name Nature of the situation Observations

Indicate whether the Board of Directors has examined the case. If so, explain with reasons whether, given the specific circumstances, it has adopted any measure, such as opening an internal enquiry, requesting the director's resignation or proposing his or her dismissal.

Indicate also whether the Board decision was backed up by a report from the nomination committee.

Yes No
Decision / action taken Reasoned explanation
  • C.1.38 Detail any material agreements entered into by the company that come into force, are modified or are terminated in the event of a change in control of the company following a public takeover bid, and their effects.
  • C.1.39 Identify individually as regards directors, and in aggregate form in other cases, and provide details of any agreements between the company and its directors, executives or employees containing indemnity or golden parachute clauses in the event of resignation or dismissal without due cause or termination of employment as a result of a takeover bid or any other type of transaction.
Number of beneficiaries 1
Type of beneficiary Description of the agreement
Executive Director The CEO's services agreement establishes that Mr Gallardo Piqué will be entitled to gross
severance pay equivalent to 100% of his fixed annual remuneration provided that: (i) the
agreement is terminated at the end of any of the successive annual extensions to the initial
effective period of two years; (ii) the agreement is terminated by mutual consent or
unilaterally by the Company, provided that such termination occurs as from the third
effective year of the agreement; or (iii) the agreement is terminated unilaterally by the
CEO, but only if that termination is the result of (a) the Company's serious and wilful
breach of the obligations included in the relevant agreement, or (b) the change of control
of the Company, assignment or disposal of all or a significant part of its business or assets
and liabilities to a third party, or its becoming part of another business group. On an
exceptional basis, the CEO will not be entitled to the aforementioned severance pay in
cases (i) and (ii) where Mr Gallardo Piqué retains his position as Chair of the Board. Nor
will the CEO be entitled to receive the aforementioned severance pay due to termination
by mutual consent or unilaterally by the Company when such termination is due to the
CEO's serious breach of his legal or bylaw-mandated duties and obligations, of the
internal rules of the Company or of the Almirall Group, of instructions issued by the Board
of Directors, or of the obligations established in his services agreement.
In addition, the CEO is the beneficiary of the long-term incentive "Performance Shares
Plan". This plan includes an acceleration clause in the event of a change of control of the
Company pursuant to which all of the Initial Performance Shares awarded to the CEO will
automatically vest as Final Performance Shares on a pro rata basis in proportion to the
number of days of the accrual period that have passed until the change of control date. For
these purposes, the targets set for the applicable Accrual Period have an achievement level
set at 100%. It is also provided that in the event of approval of a takeover bid for the shares
of Almirall with an acceptance period ending during the lock-up period for the shares
obtained under the Performance Shares Plan, the CEO may accept the bid in respect of
part or all of his shares.

Indicate whether, beyond the cases established by legislation, these agreements have to be communicated and/or authorised by the governing bodies of the company or its group. If so, specify the procedures, the cases concerned and the nature of the bodies responsible for their approval or communication:

Board of directors General shareholders'
Body authorising the clauses X X
YES NO
Are these clauses notified to the General Shareholders' Meeting? X

Observations

The long-term incentive "Performance Shares Plan" referred to above was approved by both the Board of Directors, upon a proposal from the Appointments and Remuneration Committee, and the shareholders, at the General Shareholders' Meeting on 10 May 2024.

Additionally, the information regarding these clauses, included in the Chair and CEO's contract, is included in the Annual Director Remuneration Report for financial year 2024 that will be submitted for a consultative vote at the next General Shareholders' Meeting as a separate item on the agenda.

C.2 Committees of the Board of Directors

C.2.1 Provide details of all committees of the Board of Directors, their members, and the proportion of executive, proprietary, independent and other external directors forming them:

Name Position Current

EXECUTIVE COMMITTEE

% of executive directors
% of proprietary directors
% of independent directors
% of other external directors
Observations

Explain the functions delegated or assigned to this committee, other than those that have already been described in Section C.1.9, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

AUDIT COMMITTEE

Name Position Current
Ms Eva Abans Iglesias Chair Independent
Ms Karin Dorrepaal Member Independent
Mr Antonio Gallardo Torrededía Member Proprietary External
Mr Enrique de Leyva Pérez Member Independent
Mr Daniel Ripley Soria Secretary (non-member) -
% of proprietary directors 25
% of independent directors 75
% of other external directors

Observations

Ms Eva Abans was appointed a member of the Audit Committee on 10 May 2024, as well as being appointed to replace Mr Enrique de Leyva Pérez as chair. Mr de Leyva Pérez ceased to hold the position of chair pursuant to section 529 quaterdecies of the Spanish Companies Act.

Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

The Audit Committee is made up of a minimum of three (3) directors, all non-executive, the majority of whom must be independent directors. The Committee members, and particularly its Chair, are appointed taking into account their knowledge and experience in accounting, audit and financial and non-financial risk management.

The Committee members are appointed by the Board of Directors. As a whole, the Committee members have the appropriate technical knowledge in relation to the Company's sector of activity.

The Chair of the Audit Committee is chosen from among the independent directors and must be replaced each four years; they may be re-elected after the expiry of a period of one (1) year following their removal from the position.

The Committee will appoint a Secretary, who need not be a director. The Secretary will attend Committee meetings with the right to speak but not to vote, unless they are a director.

The Audit Committee ordinarily meets on a quarterly basis to review the financial information that must periodically be submitted to the stock exchange authorities, as well as the information that the Board of Directors is required to approve or include as part of its annual public documentation. It will also meet at the request of any of its members and whenever called to meet by its Chair, who must call a meeting if the Board or the Chair of the Board request the issuance of a report or the adoption of proposals and, in any event, whenever it is appropriate to do so for the proper performance of its duties.

The Audit Committee must report on its activity and explain the work it has carried out at the first full Board meeting held following an Audit Committee meeting. The Committee must also produce minutes of its meetings, copies of which must be provided to all Board members.

To more effectively discharge its duties, the Audit Committee may obtain advice from external experts when it deems it necessary in order to properly comply with those duties.

Without prejudice to its other duties under the Regulations of the Board of Directors, the By-Laws and the Spanish Companies Act, the Audit Committee performs the following basic duties, among others:

General

  • Making prior reports to the Board of Directors on all matters provided for by law, the By-Laws and the Regulations of the Board of Directors, and particularly on:
    • (i) the financial information that the Company is required to periodically make public. The Audit Committee will be required to ensure that interim statements are formulated subject to the same accounting standards as the annual statements, and for this purpose it must consider the appropriateness of the external auditor conducting a limited review.
    • (ii) the creation or acquisition of holdings in special-purpose vehicles or entities resident in jurisdictions classified as tax havens, as well as any other similar transactions or operations that might apparently undermine the transparency of the group owing to their complexity.

(iii) related party transactions.

  • Supervising compliance with the Company's corporate governance rules and internal codes of conduct, in addition to endeavouring to ensure that the corporate culture is aligned with its purpose and values.
  • Being informed about the Company's planned corporate and structural modification transactions, in order to analyse them and make a prior report to the Board of Directors on their financial conditions and accounting impact and particularly, where applicable, their proposed exchange ratio.
  • Supervising regulatory compliance with regard to related party transactions. In particular, it will endeavour to ensure that information regarding such transactions is disclosed to the market in compliance with applicable law.
  • Reporting to the General Meeting on issues that arise in relation to matters falling within the purview of the Audit Committee, and particularly on audit results, explaining how the audit has contributed to the integrity of the financial information and the role played by the Committee in that process.

Financial and Non-Financial Information and Annual Accounts

  • Supervising the process of preparing and presenting the mandatory financial information and presenting recommendations or proposals to the management decision-making body aimed at safeguarding its integrity.
  • Knowing the financial reporting process and the Company's internal control systems, verifying their suitability and integrity and reviewing the appointment or replacement of the people responsible for them.
  • Reviewing the financial information that the Board of Directors is regularly required to disclose to the markets and to their supervisory bodies.
  • Supervising the application of the general policy on the disclosure of economic and financial, non-financial and corporate information.
  • Supervising and evaluating the preparation process and integrity of the financial and non-financial information, as well as the systems for controlling and managing the financial and non-financial risks relating to the Company and, if applicable, to the group (including operational, technological, legal, social, environmental, political and reputational or corruption-related risks), monitoring compliance with regulatory requirements, the appropriate definition of the consolidation perimeter and the proper application of accounting standards.
  • Reviewing the Company's account and monitoring compliance with legal requirements and the proper application of generally accepted accounting principles, relying on direct collaboration with external and internal auditors for this purpose.

External Auditors

  • Establishing the relevant relationships with the external auditor to receive information on issues that could threaten its independence, so that they can be examined by the Committee, and any other issues related to the statutory audit implementation process and, where appropriate, the approval of non-prohibited services, on the terms established in articles 5(4) and 6.2.(b) of Regulation (EU) no. 537/2014 of 16 April and section 3 of chapter IV of Law 22/2015 of 20 July on Statutory Audit, on the independence regime, as well as such other communications as are provided for in statutory audit legislation and other audit regulations. In any event, the Committee must receive an annual declaration of independence from the external auditors in relation to the entity or entities directly or indirectly related thereto, as well as detailed and individualised information on any kind of additional services provided and the corresponding fees received from those entities by the external auditor or by the persons or entities linked thereto in accordance with the regulations governing statutory audit.

  • Regularly receiving information from the external auditor on the audit plan and the results of its implementation, and verifying that senior management is taking its recommendations into account.

  • Ensuring the independence of the external auditor, and for such purpose: (i) ensuring that the Company discloses changes of auditor through the CNMV, attaching a declaration regarding any disagreements with the outgoing auditor and the content of any such disagreement; (ii) ensuring that the Company and the auditor respect applicable law regarding the provision of non-audit services, limits on concentration of the auditor's business and, in general, the other regulations established to ensure the independence of auditors; and (iii) examining the circumstances causing any withdrawal by the external auditor.
  • In the case of groups, encouraging the group's auditor to assume responsibility for the audit of the companies making up the group.
  • Endeavouring to ensure that the external auditor's remuneration does not compromise the quality of its work or its independence.
  • Ensuring that the external auditor holds an annual meeting with the full Board of Directors to report to it on the work performed and the development of the Company's accounting situation and risks.
  • Submitting proposals for the selection, appointment, re-election and replacement of the statutory auditor to the Board of Directors, assuming responsibility for the selection process, pursuant to the provisions of articles 16(2), (3) and (5) and 17.5 of Regulation EU no. 537/2014 of 16 April, as well as its contractual conditions, and regularly gathering information from the statutory auditor on the audit plan and its implementation, in addition to maintaining its independence in the performance of its duties.
  • Supervising compliance with the audit agreement, ensuring that the opinion on the annual accounts and the main content of the audit report are clearly and accurately drafted, as well as evaluating the results of each audit.
  • Issuing, on an annual basis and prior to the issuance of the statutory auditor's report, a report in which it will express an opinion regarding whether the independence of the statutory auditors or audit companies has been compromised. This report must in all cases include a reasoned assessment of the provision of each and every one of the additional services other than legal audit referred to in section 529.quaterdecies.4.(e) of the Spanish Companies Act, taken individually and as a whole, and in relation to the independence regime or the regulations governing statutory audit.

Internal Audit

  • Supervising the effectiveness of the Company's internal control, internal audit and risk management systems, including tax risks, as well as discussing with the statutory auditor the significant weaknesses of the internal control system identified in the course of its audit, without undermining its independence. For these purposes and if applicable, the Committee may submit recommendations or proposals to the management decision-making body and the corresponding term for follow-up.
  • Endeavouring to ensure the independence of the unit that assumes the internal audit function; proposing the selection, appointment and removal of the head of the internal audit service; proposing the budget for that service; approving or proposing to the Board the approval of the internal audit priorities and annual work plan, thus ensuring that its activity mainly focuses on significant risks (including reputational risks); receiving regular information on its activities; and verifying that senior management is taking into account the conclusions and recommendations of its reports.

  • In general, endeavouring to ensure that the internal control policies and systems are effectively applied in practice.

Risk Control

  • Supervising the policy for the control and management of risks that impact on the achievement of the corporate targets.
  • Regularly reviewing the internal control and risk management systems so the main risks are properly identified, managed and disclosed.
  • In relation to risk management and the risk policy:
    • (a) Identifying the different types of risk faced by the Company (including operational, technological, financial, legal and reputational risks, including those related to corruption), with financial and economic risks including contingent liabilities and other off-balance-sheet risks.
    • (b) Identifying the level of risk that the Company considers acceptable.
    • (c) Identifying the measures in place to mitigate the impact of the identified risks in the event they materialise.
  • Identifying the internal reporting and control systems to be used to control and manage those risks, including contingent liabilities or off-balance-sheet risks.
  • Assuming responsibility for the follow-up and details of the criminal risk prevention and management model, on the terms established in that model at any time.

Sustainability

  • Regularly assessing and reviewing the Company's corporate governance system and environmental and social policy to ensure that they fulfil their purpose of promoting the social interest and take into account the legitimate interests of the various stakeholders, as appropriate.

  • Monitoring the Company's environmental and social practices to ensure they are aligned with the established strategy and policy.

  • Supervising and assessing the processes involving relationships with the various stakeholders.

Other duties

  • Examining compliance with the Internal Rules of Conduct, the Regulations of the Board of Directors and, in general, the Company's governance rules, and making the necessary proposals for their improvement.
  • Establishing and supervising a mechanism that enables employees to confidentially and, if possible and deemed appropriate, anonymously disclose potentially material irregularities, particularly of a criminal, financial and accounting nature, of which they become aware at the Company.
  • Receiving information and, if applicable, issuing reports on proposed disciplinary measures to be imposed on members of the Company's senior management team.

During 2024, among other matters, the Committee reviewed the financial information that the Company is required to make public on a regular basis owing to its listed status. The Committee also examined issues relating to the Company's sources of financing, related party transactions, corporate governance, risk and the internal audit function.

Identify the directors who are members of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date on which the Chairperson of this committee was appointed.

Names of directors with experience Date of appointment of the chairperson
Mr Enrique de Leyva Pérez Acted as Chair of the Audit Committee from his
appointment on 21-02-20. Having completed his
four-year term of office, he was replaced by Ms Eva
Abans Iglesias pursuant to section 529 quaterdecies
of the Spanish Companies Act.
Ms Eva Abans Iglesias Appointed Chair of the Audit Committee on 10-05-
24.

Observations

APPOINTMENTS AND REMUNERATION COMMITTEE

Name Position Current
Ms Eva-Lotta Allan Chair Independent
Mr Ugo Di Francesco Member Independent
Mr Ruud Dobber Member Independent
Mr Daniel Ripley Soria Secretary (non-member) -
% of proprietary directors
% of independent directors 100
% of other external directors

Observations

Sir Tom McKillop was a member of the Appointments and Remuneration Committee until 10 May 2024, on which date his resignation as a director and member of the committee became effective. Mr Ugo Di Francesco was appointed as a member of the Appointments and Remuneration Committee on 10 May 2024.

Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

The Appointments and Remuneration Committee is made up of three directors, one of whom is external and two of whom are independent. The members of the Appointments and Remuneration Committee are appointed taking into account their knowledge, abilities and experience, as well as the Committee's tasks.

The Chair of the Appointments and Remuneration Committee is an independent director chosen from among those external directors.

The Committee will appoint a Secretary, who need not be a director. The Secretary will attend Committee meetings with the right to speak but not to vote, unless they are a director.

The Appointments and Remuneration Committee ordinarily meets on a quarterly basis. It will also meet whenever called to meet by its Chair, who must call a meeting if the Board or the Chair of the Board request the issuance of a report or the adoption of proposals and, in any event, whenever it is appropriate to do so for the proper performance of its duties.

The Committee must report on its activity and explain the work it has carried out at the first full Board meeting held following a Committee meeting. The Committee must also produce minutes of its meetings, copies of which must be provided to all Board members.

The Committee must consult the Chair and the Company's lead executive, particularly concerning matters relating to executive directors and senior managers.

To more effectively discharge its duties, the Appointments and Remuneration Committee may obtain advice from external experts, when it deems it necessary in order to properly comply with those duties.

Without prejudice to the other duties that the Board of Directors might allocate to it, the Appointments and Remuneration Committee has the following basic responsibilities:

  • Formulating and reviewing the criteria to be followed for establishing the composition of the management team of the Company and its subsidiaries and for candidate selection.
  • Evaluating the skills, knowledge and experience required on the Board. For these purposes, it will define the roles and abilities required of the candidates to fill each vacancy, as well as evaluating the time and dedication required for them to be able to effectively perform their duties.
  • Establishing a representation target for the less represented gender on the Board of Directors and preparing guidelines on how to achieve the target.
  • Submitting to the Board of Directors proposals for the appointment of independent directors, to be appointed on an interim basis (cooption) or to be submitted for a decision of the shareholders at the General Shareholders' Meeting, as well as proposals for the reelection or removal of those directors by the shareholders at the General Shareholders' Meeting.
  • Reporting on proposed appointments of the other directors, to be appointed on an interim basis (co-option) or to be submitted for a decision of the shareholders at the General Shareholders' Meeting, as well as proposals for their re-election or removal by the shareholders at the General Shareholders' Meeting.
  • Reporting on proposed appointments and removals of senior managers and their basic contractual terms and conditions.
  • Reporting on and submitting for the approval of the Board of Directors the appointments of senior managers proposed by the lead executive.
  • Reporting to the Board on issues relating to diversity of gender and qualifications of the directors.
  • Proposing to the Board of Directors the remuneration policy for directors, senior managers and those performing senior management duties and who directly report to the Board, the executive committees or executive directors, as well as the individual remuneration and other contractual conditions of the executive directors, and endeavour to ensure the observance thereof.
  • Examining or organising the succession of the Chair and the lead executive so that the plan can be properly interpreted and, if applicable, making proposals to the Board so that the succession takes place in an orderly and planned manner.
  • Endeavouring to ensure compliance with the remuneration policy established by the Company and the transparency of remuneration. • Reporting on transactions that entail or might entail conflicts of interest.

During financial year 2024, among other matters, the Committee debated and approved reports assessing the Chair of the Board and the CEO and the operation of the Appointments and Remuneration Committee, to be submitted to the Company's Board of Directors for the corresponding purposes.

The Committee also discussed and favourably reported on or proposed, as applicable, the approval of a new remuneration policy for the members of the board of directors, the appointment of two new independent directors, the allocation of remuneration among the members of the board of directors, the new long-term incentive "Performance Shares Plan" and various aspects related to the cultural transformation of the Company.

APPOINTMENTS COMMITTEE

Name Position Current
% of proprietary directors
% of independent directors
% of other external directors

Observations

Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

REMUNERATION COMMITTEE

Name Position Current
% of proprietary directors
% of independent directors
% of other external directors

Observations

Explain the functions assigned to this committee, including where applicable those that are additional to those prescribed by law, and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

DERMATOLOGY COMMITTEE

Name Position Current
Dr Seth J. Orlow Chair Independent
Mr Carlos Gallardo Piqué Member Executive
Ms Alexandra B. Kimball Member Independent
Ms Mercedes Diz López Secretary (non-member) -
% of executive directors 33.33
% of proprietary directors 0
% of independent directors 66.66
% of other external directors

Observations

Explain the functions assigned to this committee and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

The Dermatology Committee, created in 2016, is currently made up of three directors (Dr Orlow, Mr Gallardo Piqué and Ms Kimball), appointed taking into account their knowledge, abilities and experience in the area, as well as the Committee's tasks.

The Dermatology Committee has the purpose of reviewing, debating and promoting the dermatology strategy, activities relating to the implementation of that strategy and key dermatology projects, in terms of research and development as well as business development, to propose the discussion and approval, if applicable, of these projects at Board level.

The Dermatology Committee will be made up of a minimum of three directors who will be appointed by the Board of Directors, without prejudice to the attendance of directors or senior managers upon an express resolution of the Committee members. The members of the Dermatology Committee will be appointed taking into account their knowledge, abilities and experience, as well as the Committee's tasks. The Chair will be appointed and removed by the Board of Directors from among the Committee members. The Committee will appoint a Secretary, who need not be a director. The Secretary will attend Committee meetings with the right to speak but not to vote, unless they are a director.

The Dermatology Committee ordinarily meets on a quarterly basis. It is also required to meet whenever called to meet by its Chair, who must call a meeting if the Board or the Chair of the Board request the issuance of a report or the adoption of proposals and, in any event, whenever it is appropriate to do so for the proper performance of its duties. The Committee must also produce minutes of its meetings, copies of which must be provided to all Board members. The Board of Directors deliberates on the proposals and reports that the Committee submits to it.

To more effectively discharge its duties, the Dermatology Committee may obtain advice from external experts when it deems it necessary in order to properly comply with those duties.

It is stated for the record that the Dermatology Committee does not have the status of a supervisory and control committee.

Its key activities during financial year 2024 concerned the update on the clinical development of a product, the presentation of a new M&A opportunity in medical dermatology and the update of business development.

Name Position Current
Mr Enrique de Leyva Pérez Chair Independent
Ms Eva-Lotta Allan Member Independent
Mr Ruud Dobber Member Independent
Mr Daniel Ripley Soria Secretary (non/member) -
% of executive directors 0
% of proprietary directors 0
% of independent directors 100
% of other external directors 0

Observations

Sir Tom McKillop was a member of the Governance Committee until 10 May 24, which was the date on which his resignation as a director and a member of the committee became effective. Mr Ruud Dobber was appointed as a member of the Appointments and Remuneration Committee on 10 May 2024.

Explain the functions assigned to this committee and describe the rules and procedures for its organisation and functioning. For each of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions assigned to it by law, in the articles of incorporation or in other corporate resolutions.

GOVERNANCE COMMITTEE

The Governance Committee, created on 17 February 2023, is currently made up of three directors (Mr Enrique Leyva, Ms Eva-Lotta and Mr Ruud Dobber), appointed taking into account their knowledge, abilities and experience in the area, as well as the Committee's tasks.

The Governance Committee has the purpose of advising the Coordinating Independent Director and supporting them in their duties, and it has the following basic responsibilities:

  • Advising the Coordinating Independent Director in relation to potential calls to Board meetings, as well as in relation to the inclusion of new items on the agenda for Board meetings that have already been called.
  • Advising and providing support to the Coordinating Independent Director on the coordination and meetings of non-executive directors and informing the Company's competent bodies of the concerns that the Coordinating Independent Director receives from them.
  • Advising and providing support to the Coordinating Independent Director on the performance, where applicable, of the periodic assessment of the Chair of the Board of Directors when the Chair is an executive director, identifying the potential appearance of conflicts of interest or situations involving a lack of transparency.
  • Reporting and providing support to the Coordinating Independent Director on contact with investors and shareholders to ascertain their views for purposes of forming an opinion on their concerns, and particularly in relation to the Company's corporate governance.
  • Analysing and reviewing the governance assessments of external agents such as proxy advisors and recommending the measures that are deemed appropriate to the Board of Directors.
  • Holding meetings and maintaining direct and fluid dialogue with the areas of the Company responsible for compliance and governance in order to identify potential areas for improvement and propose the measures that are deemed appropriate to the Board of Directors.
  • Reporting and providing support to the Coordinating Independent Director in relation to the coordination of the Chair's succession plan, without prejudice to the duties allocated to the Appointments and Remuneration Committee.
  • Advising and providing support to the Coordinating Independent Director in relation to chairing the Board of Directors in the event of absence of the Chair and of any Vice-Chairs.

The Governance Committee ordinarily meets on a quarterly basis. It must also meet whenever called to meet by its Chair, who must call a meeting if the Board or the Chair of the Board request the issuance of a report or the adoption of proposals and, in any event, whenever it is appropriate to do so for the proper performance of its duties. The Committee must also produce minutes of its meetings, copies of which must be provided to all Board members. The Board of Directors deliberates on the proposals and reports that the Committee submits to it.

To more effectively discharge its duties, the Governance Committee may obtain advice from external experts when it deems it necessary in order to properly comply with those duties.

It is stated for the record that the Governance Committee does not have the status of a supervisory and control committee.

The Governance Committee's key activities during financial year 2024 concerned the performance of the Board of Directors in relation to the concurrent performance of the duties of the CEO/Chair and the procedure involving interviews with proxy advisors regarding corporate governance.

Number of female directors
Year t Year t-1 Year t-2 Year t-3
Number % Number % Number % Number %
Executive committee
Audit committee 2 50 1 33.33 1 33.33 1 33.33
Nomination and
Remuneration
committee
1 33.33 1 33.33 1 33.33 2 50
Nomination committee
Remuneration
committee
Dermatology
committee
1 33.33 1 33.33 1 33.33 1 20
Governance committee 1 33.33 1 33.33 - - - -

C.2.2 Complete the following table with information regarding the number of female directors who were members of Board committees at the close of the past four years:

Observations

C.2.3 Indicate, where applicable, the existence of any regulations governing Board committees, where these regulations are to be found, and any amendments made to them during the year. Also indicate whether any annual reports on the activities of each committee have been voluntarily prepared.

The Audit Committee, the Appointments and Remuneration Committee, the Dermatology Committee and the Governance Committee are regulated in the Regulations of the Board of Directors (articles 13, 14, 14bis, 14ter and related provisions), which are available on the Company's corporate website in the "Board of Directors" tab of the "Corporate Governance" section.

The Audit Committee and the Appointments and Remuneration Committee prepare their respective annual activity reports each year. The Company publishes these reports upon the call to the Annual General Shareholders' Meeting.

No changes to the regulations governing the Audit Committee, the Appointments and Remuneration Committee, the Dermatology Committee or the Governance Committee were approved during financial year 2024 other than as stated above.

D RELATED PARTY AND INTRAGROUP TRANSACTIONS

D.1 Explain, where appropriate, the procedure and competent bodies relating to the approval of transactions with related and intragroup parties, indicating the criteria and general internal rules of the entity that regulate the abstention obligations of the affected director or shareholders. Detail the internal information and periodic control procedures established by the company in relation to those related-party transactions whose approval has been delegated by the board of directors.

Pursuant to article 13 of the Regulations of the Board of Directors, it is for the Audit Committee to supervise regulatory compliance in terms of related party transactions. In particular, the Audit Committee is to ensure that the information on these transactions is disclosed to the market in compliance with applicable law.

Chapter VII Bis of Title XIV of the Spanish Companies Act establishes that the shareholders have the power at a general shareholders' meeting to approve related party transactions (as defined in section 529 vicies of the Spanish Companies Act) whose amount or value is equal to or greater than 10% of the total assets according to the company's most recently approved balance sheet. When the shareholders are invited to decide on a related party transaction at a general meeting, the affected shareholder will not have the right to vote, except in cases where the proposed resolution has been approved by the board of directors without a dissenting vote from the majority of independent directors.

The power to approve other related party transactions will be for the board of directors, which may not delegate it. The affected director, their representative or the person who is related to the affected shareholder must refrain from participating in the deliberation and vote on the relevant resolution.

The approval of a related party transaction by the shareholders at the General Shareholders' Meeting or by the Board of Directors will be subject to a prior favourable report from the Audit Committee. The Committee's report must evaluate whether the transaction is fair and reasonable from the Company's perspective and, if applicable, the perspective of the shareholders other than the related party, and it must report on the assumptions used as a basis for the evaluation and the methods used. The affected directors may not participate in the preparation of the report.

The Board may delegate the approval of the following related party transactions: (i) transactions between companies forming part of the same group as the Company that are carried out in the ordinary course of business and on arm's-length terms; and (ii) transactions entered into under contracts with standard terms that are applied to a high number of customers, which are executed at prices or rates established on a general basis by the supplier of the relevant good or service, and whose amount does not exceed 0.5% of the Company's net turnover.

D.2 Give individual details of operations that are significant due to their amount or of importance due to their subject matter carried out between the company or its subsidiaries and shareholders holding 10% or more of the voting rights or who are represented on the board of directors of the company, indicating which has been the competent body for its approval and if any affected shareholder or director has abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by the board without a vote against the majority of the independents:

Name or
company
name of the
shareholder
of any of its
subsidiaries
%
shareholding
Name or
company
name of the
company or
entity within
its group
Nature of the
relationship
Type of
operation and
other
information
required for its
evaluation
Amount
(thousan
d of
euros)
Approving
body
Identity of
the
significant
shareholder
or director
who has
abstained
The proposal
to the board, if
applicable, has
been approved
by the board
without a vote
against the
majority of
independents
Grupo
Corporativo
Landon, S.L.
15.7 Almirall, S.A Others 49
Sinkasen,
S.L.U.
- Almirall, S.A Leases 3,293
Sinkasen,
S.L.U.
- Almirall, S.A Reinvoicing of
works
129

Observations

The related party transaction consists of the lease to Sinkasen, S.L.U. of Almirall's central offices (located at Ronda General Mitre, 151, Barcelona), which were initially leased to Grupo Corporativo Landon S.L. On 1 July 2022, ownership of the building was transferred to Sinkasen, S.L.U. (whose sole shareholder is Grupo Corporativo Landon, S.L), who became the owner of the leased plot.

D.3 Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with the administrators or managers of the company, including those operations carried out with entities that the administrator or manager controls or controls jointly, indicating the competent body for its approval and if any affected shareholder or director has abstained. In the event that the board of directors has responsibility, indicate if the proposed resolution has been approved by the board without a vote against the majority of the independents:

Name or
company name
of the
administrators
or managers or
their
controlled or
jointly
controlled
entities
conjunto
Name or
company name
of the company
or entity within
its group
Relation
ship
Nature of the
operation and
other
information
necessary for its
evaluation
Amount
(thousan
ds of
euros)
Approvin
g body
Identity of
the
shareholde
r or
director
who has
abstained
The proposal
to the board, if
applicable, has
been approved
by the board
without a vote
against the
majority of
independents
Observations

D.4 Report individually on intra-group transactions that are significant due to their amount or relevant due to their subject matter that have been undertaken by the company with its parent company or with other entities belonging to the parent's group, including subsidiaries of the listed company, except where no other related party of the listed company has interests in these subsidiaries or that they are fully owned, directly or indirectly, by the listed company.

In any case, report any intragroup transaction conducted with entities established in countries or territories considered as tax havens:

Company name of the entity within the
group
Brief description of the operation
and other information necessary
for its evaluation
Amount
(thousands of euros)
Observations

D.5 Give individual details of the operations that are significant due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with other related parties pursuant to the international accounting standards adopted by the EU, which have not been reported in previous sections.

Company name of the related party Brief description of the operation
and other information necessary
for its evaluation
Amount
(thousands of euros)
Observations

D.6 Give details of the mechanisms in place to detect, determine and resolve potential conflicts of interest between the company and/or its group and its directors, senior management, significant shareholders or other associated parties.

According to article 29 of the Regulations of the Board of Directors, the directors must observe and comply at all times with the provisions regarding conflict of interest established in sections 229 and related provisions of the Spanish Companies Act. In addition, the directors are to refrain from engaging in activities on their own behalf or on behalf of a third party that entail potential or actual competition with the Company or otherwise place them in a situation of ongoing conflict with the Company's interests.

Additionally, pursuant to article 9 of the Company's Internal Rules of Conduct in Securities Markets, affected persons (as defined in article 2 of these rules) subject to conflicts of interest must observe the following general principles of conduct:

  • Independence: Affected persons must act with freedom of judgment, loyalty to the Company and its shareholders and independence from their own or third-party interests at all times. As a result, they must refrain from prioritising their own interests over those of the Company or the interests of certain investors over those of other investors.
  • Abstention: Affected persons must refrain from intervening in or influencing decisions that could affect the persons or entities with which there is a conflict, and from accessing relevant information affecting that conflict.
  • Disclosure: Affected persons must inform the CFO of potential conflicts of interest with the following, owing to their activities outside the Company, their family relationships, their personal assets or any other cause:
    • (i) The Company or any of the companies making up the Almirall Group.
    • (ii) Significant suppliers or customers of the Company or of the companies of the Almirall Group.
    • (iii) Entities dedicated to the same line of business or which are competitors of the Company or any of the companies of the Almirall Group.

The CFO must be consulted regarding any doubts over potential conflicts of interest, and the final decision will be for the Audit Committee. For its part, the Appointments and Remuneration Committee must report on transactions that entail or might entail conflicts of interest.

A conflict of interest will be deemed to exist when an affected person is in any of the following circumstances with respect to the entities to which this article refers:

  • (a) A director or senior manager.
  • (b) Owner of a significant shareholding (in the case of companies listed on any official Spanish or foreign secondary market, meaning the companies referred to in section 105 of the Spanish Securities Markets and Investment Services Act (LMVSI) and its implementing legislation, and in the case of unlisted Spanish or foreign companies, meaning any direct or indirect shareholding exceeding twenty per cent of their issued share capital).
  • (c) A family relationship to the second degree by law or the third degree by blood with their directors, owners of significant shareholdings thereof, or senior managers.
  • (d) Has significant direct or indirect contractual relationships.
  • D.7 Indicate whether the company is controlled by another entity in the meaning of Article 42 of the Commercial Code, whether listed or not, and whether it has, directly or through any of its subsidiaries, business relationships with said entity or any of its subsidiaries (other than the listed company) or carries out activities related to those of any of them.
Yes
X
No
As stated in previous sections, Grupo Plafín, S.A.U. and Grupo Corporativo Landon, S.L. hold approximately 60.250% of
the share capital of Almirall, S.A.
Please refer to section D.2 above with respect to significant transactions in terms of quantity or subject-matter between the
company or its subsidiaries and shareholders with voting rights of 10% or more, or who are represented on the company's
board of directors.
Indicate whether the respective areas of activity and any business relationships between the
listed company or its subsidiaries and the parent company or its subsidiaries have been
defined publicly and precisely:
Yes
X
No
Report covering the respective areas of activity and any business relationships between the listed company or its
subsidiaries and the parent company or its subsidiaries, and identify where these aspects have been publicly reported
The significant transactions in terms of quantity or subject-matter between the company or its subsidiaries and shareholders
with voting rights of 10% or more, or who are represented on the company's board of directors, are described in section D.2
above.
The Company also reports on its transactions with its significant shareholders and their related parties in the half-yearly
financial information. Moreover, in accordance with Recommendation 6 of the Good Governance Code for Listed Companies,

Report covering the respective areas of activity and any business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries, and identify where these aspects have been publicly reported

the Company publishes the Audit Committee's report on related party transactions on its corporate website sufficiently in advance of the General Shareholders' Meeting.

Additionally, the relationships between both of them and Almirall's area of activity (pharmaceutical) are public and wellknown, and recorded in full in the information provided to the Spanish National Securities Market Commission (CNMV) and, for example, on the website of Grupo Corporativo Landon (https://gallardofamilygroup.com/es/empresas-fundacion/), which also reflects that group's area or areas of activity (family office focused on the preservation of the family assets).

Identify the mechanisms in place to resolve potential conflicts of interest between the parent of the listed company and the other group companies:

Mechanisms for resolving possible conflicts of interest

Please refer to section D.6 above.

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 tax risk.

The Risk Management System is based on a consolidation of the analysis and assessment of events, risks, controls and mitigation plans implemented by the business and business support units that make up the different areas of the Company. There is also a Tax Committee to monitor, manage and minimise tax risks.

All of the risks that could materially impact the achievement of the Company's targets are assessed. Strategic, operational, financial, tax, technological, sustainability, regulatory, reputational and reporting risks caused by both external and internal factors are therefore taken into account.

E.2 Identify the bodies within the company responsible for preparing and executing the financial and non-financial risk management and control system, including tax risk.

Senior management is responsible for developing and implementing the Risk Management System. The Corporate Governance Committee, which is functionally related to the Audit Committee and to the Chair, is responsible for the supervisory and control function, insofar as this function directly concerns a fundamental responsibility of the Board of Directors.

E.3 Indicate the main financial and non-financial risks, including tax risks, as well as those deriving from corruption (with the scope of these risks as set out in Royal Decree Law 18/2017), to the extent that these are significant and may affect the achievement of business objectives.

The main risks that could affect the achievement of the business targets are as follows:

  • Pressure to reduce prices, repayment conditions, contributions to the healthcare system or more restrictive regulations, which could be accelerated with the growing budgetary deficits of governments and a general deterioration in macroeconomic conditions for European countries.
  • Scarcity of supply owing to macroeconomic geopolitical volatility, quality issues and/or greater physical risks as a result of accelerated climate change.
  • Difficulties in achieving sustainability targets related to third parties in the supply chain and higher transition costs owing to the issuance of more restrictive regulations by regulatory bodies to meet goals related to climate change.
  • Cyberattacks or security incidents that make it possible to access confidential information or cause an interruption to business activity.
  • Impairment of intangible assets and goodwill owing to lower-than-expected revenues.
  • Inability to develop an R&D pipeline that is sufficiently balanced and differentiated across different phases, whether through internal or external innovation, to feed the product portfolio.
  • Difficulties in terms of attracting and retaining talent.

E.4 Indicate whether the entity has risk tolerance levels, including for tax risk.

The Company operates in a sector that is characterised by very high levels of uncertainty regarding the outcome of R&D investments, in a highly competitive market in the therapeutic areas on which it is focused, which is heavily dependent on health authority decisions for both product approvals and the determination of commercialisation conditions, highly exposed to the entry of generic products and in an industry that is heavily regulated in relation to pharmacovigilance, quality, environment and codes of good practice in promotional activities. These factors entail a range of risks that are addressed from a conservative position, with highly selective allocation of resources and very rigorous and effective processes and controls in the implementation of operations.

The Company's managers identify and assess the various risks based on an analysis of the potential events that could cause them to materialise. The assessment is carried out using metrics that measure the likelihood of occurrence and the impact (the definition of which varies depending on the class of risk) on the business targets. Both inherent and residual risk are measured, for which reason the controls in place to mitigate risk are also determined, as well as the additional action plans that are required if those controls are deemed insufficient. A person is designated as having responsibility for the management and implementation of each of them.

This process is conducted twice a year, once exhaustively and on another occasion to update the most significant changes. It is coordinated by Internal Audit and produces the Company's risk map. This map shows the most significant risks, which are presented to the Corporate Governance Committee and to the Management Committee at a joint meeting, together with the main changes compared to the previous financial year, for discussion and approval. This presentation is also debated and reviewed by the Audit Committee, which in turn submits it to the Board of Directors for confirmation. It should also be noted that this Committee is updated on an alternative quarterly basis by the members of the Management Committee regarding the risks for which it is responsible.

E.5. Indicate which risks, including tax risks, have materialised during the year.

- Impairment of intangible assets and goodwill due to lower than expected revenues.

The re-assessment of business plans for commercialised products has resulted in changes to the valuation of two of the products acquired from Allergan for the US subsidiary: Cordran Tape and Seysara.

In the case of Cordran Tape, there has been an impairment owing to the gradual fall in its sales over recent financial years, added to a temporary shortage in the market from a change in the product manufacturer.

The initiatives to turn this situation around are focused on improving commercial efforts for this product.

With respect to Seysara, the revenue level has been improved and agreements have also been signed with licensees for its distribution in new countries. As a result, part of the impairments from previous financial years have been reversed.

- Difficulties in attracting and retaining talent.

The initiatives that are being implemented are making it possible to maintain the percentage turnover of talent identified as a target. However, there is a constant external threat and this requires continuous monitoring and improvement.

These initiatives cover various aspects, including improvement to the model and process for the selection and subsequent integration of the workforce contracted by the Company, talent and succession planning review, implementation of a sound ESG programme, simplification of the organisational structure, and so on. Additionally, the Culture Shift project that was started in mid-2022 also includes a series of significant initiatives that are also focused on strengthening the attraction and retention of talent.

E.6. Explain the response and oversight plans for the company's main risks, including tax risks, as well as the procedures followed by the company in order to ensure that the Board of Directors responds to any new challenges that arise

In addition to the statements in the preceding section, the following response plans should be noted for the other main risks:

  • Pressure to reduce prices, repayment conditions, contributions to the healthcare system or more restrictive regulations, which could be accelerated with the growing budgetary

deficits of governments and a general deterioration in macroeconomic conditions for European countries.

The mitigation of this risk requires ongoing interaction with the healthcare authorities to show, among other things, the importance for the country's healthcare system of the commercialisation of our products in terms of added value and savings on spending.

- Scarcity of supplies owing to macroeconomic and geopolitical volatility, quality problems and/or greater physical risks as a result of accelerated climate change.

Supply risk assessments are being conducted for materials with mid-range impact criticality in terms of gross margin, since the most important risks have already been analysed and are being monitored via the supply risk mitigation plan.

In addition, a materials assessment tool and another supplier assessment tool are being developed in order to dynamically identify high-risk situations in both cases.

Increased hedging of contracts with key suppliers and a search for dual sources of supply for critical materials are other ongoing mitigation measures.

- Difficulties in the achievement of sustainability targets related to third parties in the supply chain and higher transition costs owing to the issuance of more restrictive regulations by regulatory bodies to meet goals related to climate change.

Reducing the carbon footprint in value chain emissions (upstream / downstream – Scope 3) has been one of the priorities of the sustainable procurement programme since its first calculation in 2022.

For this reason, Almirall implemented the Net Zero project, which has developed with respect to Scope 3 into a Supplier Engagement Programme with those suppliers that represent a high impact on our carbon footprint. The programme has the following aims:

Identify the primary data for greenhouse gas emissions by our suppliers to calculate their impact on our Scope 3 and be able to measure progress.

Communicate our decarbonisation ambition in Scope 3 (28% reduction of absolute value of tonnes of CO2 by 2030 compared to the base year of 2019 and "net zero" by 2050) and ensure that our suppliers are aligned with us in these targets.

Train suppliers with lower levels of maturity in greenhouse gas emission management, for which purpose specific materials have been developed and are made available online.

Identify specific opportunities for improvement and positive impact on Almirall's footprint.

Work has been done during 2024 to define an optimal level of "carbon performance" (management and discharge of greenhouse gas emissions) for the suppliers forming part of Scope 3, categories 1 and 2, with special priority given to those with a greater weight within that scope.

- Cyberattacks or security incidents that make it possible to access confidential information or cause an interruption to business activity.

This is a growing risk for all companies and there is a greater likelihood of materialisation for listed companies, such as Almirall. To respond to this situation, the Company is continuing to intensify initiatives focused on improving data security, detection capacity and system and application recovery testing.

Risk assessments are carried out by means of a combination of degree of maturity of controls (NIST) and data obtained from key risk indicators. During FY2024, protection, detection and response capabilities have been successful against intrusion attempts, preventing any impact on the business.

- Inability to develop an R&D pipeline that is sufficiently balanced and differentiated across different phases, whether through internal or external innovation, to feed the product portfolio.

Construction of the R&D pipeline with internal and external innovation has been ongoing in 2024. Six potential projects have been fully assessed and a further six are in the pipeline, between phase II and registration. Moreover, work is ongoing to secure licences for pre-clinical or phase I projects and several are progressing through the discovery phase.

F INTERNAL RISK MANAGEMENT AND CONTROL SYSTEMS RELATING TO THE PROCESS OF PUBLISHING FINANCIAL INFORMATION (ICFR)

Describe the mechanisms forming your company's Internal Control over Financial Reporting (ICFR) system.

F.1 The entity's control environment

Report on at least the following, describing their principal features:

F.1.1. The bodies and/or departments that are responsible for: (i) the existence and maintenance of an adequate and effective ICFR system; (ii) its implementation; and (iii) its supervision.

The Regulations of the Board of Directors formally establish responsibility for the adequate and effective existence and maintenance of the internal control over financial reporting system (ICFRS), as well as the regular monitoring of the internal control and reporting systems.

Almirall's Corporate Finance Division assumes responsibility for the ICFRS being implemented with an adequate design and effective operation.

In terms of responsibility for supervising the ICFRS, the Regulations of the Board of Directors incorporate the basic duties of the Audit Committee, which notably include the duty of supervising the preparation and integrity of the financial information, checking regulatory compliance, proper definition of the consolidation perimeter, proper application of accounting standards, and internal audit systems, as well as supervising the risk control and management policy.

F.1.2. Indicate whether the following exist, especially in relation to the drawing up of financial information:

  • Departments and/or mechanisms in charge of: (i) the design and review of the organisational structure; (ii) clear definition of lines of responsibility and authority with an appropriate distribution of tasks and functions; and (iii) ensuring that adequate procedures exist for their proper dissemination throughout the entity.
  • Code of conduct, the body approving this, degree of dissemination and instruction, principles and values covered (stating whether there is specific mention of record keeping and preparation of financial information), body charged with analysing breaches and proposing corrective actions and sanctions.
  • Whistleblower channel allowing notifications to the audit committee of irregularities of a financial and accounting nature, in addition to potential breaches of the code of conduct and unlawful activities undertaken in the organisation, indicating whether this channel is confidential and whether anonymous notifications can be made, protecting the rights of the whistleblower and the person reported.
  • Training and periodic refresher programmes for personnel involved in the preparation and revision of financial information, as well as in the assessment of the ICFR system, covering at least accounting standards, auditing, internal control and risk management.

The Management Committee (the body on which Almirall's major organisational areas are represented) is responsible for designing and reviewing Almirall's organisational structure. It defines the Company's general lines of strategy and hence the structure required so that this strategy can be implemented, as well as the procedure for its design, review and update.

Almirall has an internal organisational chart to the level of the CEO, which is available to all its employees via the human resources management programme and covers all areas, locations and employees. It is divided into area and department (including departments involved in preparing, analysing and monitoring the financial information) and describes the reporting lines for all Almirall employees.

In terms of the preparation of the financial information, in addition to detailed organisational

charts, there are instructions issued by the Consolidation and Reporting Department (which reports to the Corporate Finance Division), which establishes the guidelines, responsibilities and specific periods for each closing, as well as formal closing procedures that identify those responsible for the main corporate and subsidiary-level tasks.

There are descriptions of defined job positions for the key roles in relation to Almirall's internal control.

Code of Conduct

The Code of Ethics sets out the Purpose of Almirall, comprising values and corporate culture, which inspire its daily activities, its ethical, social and environmental commitment, its business and activities, compliance with applicable law, regulations and codes, and the corporate governance and compliance system. It also includes an express reference to the commitment to provide accurate, complete and unbiased financial information to the shareholders, regulators, and markets in general.

Whistleblowing Channel

Almirall has a secure and confidential whistleblowing channel that is internally named "SpeakUp!" so that all employees and external partners can report any issues or concerns. It offers a safe and confidential way of reporting potential bribery, corruption, fraud, abuse and other conduct not aligned with the Code of Ethics.

The whistleblowing channel facilitates the anonymous and confidential disclosure of reports via a third party, which are handled and analysed by the people & culture and global compliance & privacy teams.

None of the 19 cases investigated in 2024 concerned reports of human rights violations. In addition, during 2024 Almirall received no reports of human rights violations in relation to the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises affecting workers in their value chain. None of the cases was related to bribery and corruption, human rights violations, forced or compulsory labour, or child labour.

Training Programmes

Almirall maintains a commitment to the development of its employees. As a result and to ensure the commitment is met, it has a training policy as part of its human resources corporate policy, the main purpose of which is to provide all employees with the training required to enable them to develop their skills, and thereby to ensure that they contribute to the improvement of results and to the efficient management of the Company's resources.

Almirall's hiring practices include an analysis of whether the new employee is qualified to perform the duties of the position for which they are being selected. The decision to hire them is hence based on education, previous experience and skills developed in the past.

The heads of each department identify the training needs of Almirall's current employees, covering technical areas and personal skills. This procedure makes it possible to design an annual training plan by department, which must include information on the topic, type, targets, applicable employees and estimated cost of the training. The budget associated with the annual training plan is initially approved by the area head, or by the CEO in the case of subsidiary companies, and finally by the Management Committee.

Almirall has a tool for recording the training sessions to be held, which means that they can be approved and subsequently monitored to establish compliance with the established plan.

In particular, for the staff involved in the preparation and review of the financial information, Almirall provided its employees with training on the following topics during financial year 2024:

  • Accounting regulations
  • Internal control
  • Risk management
  • Internal audit
  • Tax issues

• Information systems and other topics related to the preparation of the financial information.

The training received by employees on the above-mentioned topics during 2024 is summarised as follows:

Employees receiving training 277
Number of courses/sessions 40
Total training hours 1,121

F.2 Assessment of risks in financial reporting

Report on at least the following:

  • F.2.1. The main characteristics of the risk identification process, including risks of error and fraud, as regards:
    • Whether the process exists and is documented.
    • Whether the process covers all the objectives of financial reporting, (existence and occurrence; completeness; valuation; presentation; disclosure and comparability; and rights and obligations), whether it is updated and if so how often.
    • The existence of a process for identifying the scope of consolidation, taking into account, among other factors, the possible existence of complex corporate structures or special purpose vehicles.
    • Whether the process takes into account the effects of other types of risk (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financial statements.
    • The governing body within the company that supervises the process.

Almirall's process to identify risks of error or fraud in the financial information is described and it establishes persons responsible, frequency, methodology, risk classifications and other basic procedural guidelines through risk and control matrices designed for the processes with a significant impact on the preparation of the financial information, which cover all of the financial reporting objectives (existence and occurrence, integrity, assessment, presentation, breakdown and comparability, and rights and obligations). This risk identification process is carried out and documented by Almirall's Corporate Finance Division and supervised by the Audit Committee, with the support of Internal Audit.

The process is structured so that there is an annual analysis to identify which areas or processes and at which companies and locations significant transactions arise. Once identified, these transactions are reviewed to analyse the potential risks of error for those classes of transactions in each financial reporting objective.

In any event, if the following become apparent during the financial year: (i) circumstances not previously identified that show potential errors in the financial reporting; (ii) substantial changes in Almirall's operations; or (iii) changes to Almirall's consolidation perimeter, the Corporate Finance Division will assess the existence of those risks that need to be added to the risks already identified.

The Corporate Tax Department, which reports to the Corporate Finance Division, updates the corporate structure in which the accounting and tax consolidation perimeter are defined on an annual basis, with changes notified to all Group companies.

A company record is also kept constantly up-to-date, reflecting all of the direct or indirect shareholdings of the Almirall Group.

Almirall has a risk management model that is managed by the Company's senior management with responsibility for identifying, classifying, evaluating and monitoring risks, taking into account the following risk categories: operational, strategic, compliance and reporting. The identified risks are evaluated based on likelihood of occurrence and impact on the business, taking into account the effects of other classes of risk (operational, technological, financial, legal, reputational, environmental, etc.) to the extent that they affect the financial statements.

As stated in the Regulations of the Board of Directors, it is for the Audit Committee to regularly review the internal control and risk management systems so that the key risks are properly identified, managed and reported.

F.3 Control activities

Report on whether the company has at least the following, describing their main characteristics:

F.3.1. Review and authorisation procedures for financial information and a description of the ICFR, to be disclosed to the securities markets, indicating those responsible, as well as documentation describing the flow of activity and controls (including those relating to the risk of fraud) of the various types of transactions which may materially affect the financial statements, including accounting closing procedures and the specific review of significant judgements, estimates, valuations and projections.

The procedure for the accounting close and the review and approval of financial information that is made public to the markets starts with the establishing of a detailed schedule of closing activities, duly distributed to all business units and subsidiary companies. From that point onwards, each subsidiary reports its financial information using a standard format to the Consolidation and Reporting Department, which prepares the consolidated annual accounts. These are then reviewed and validated by the Corporate Finance Division in order to be subsequently submitted to the Management Committee and the Audit Committee.

The Audit Committee then reviews and confirms the individual and consolidated annual accounts and the quarterly financial reports, prior to their approval by the Board of Directors. The procedure for the analysis and discussion of the financial information at Audit Committee level requires the participation of the internal and external auditors together with the Corporate Finance Division, in order to gather their conclusions regarding the work performed in the financial information exercise that they are supervising, and to analyse the potential impacts that their conclusions might have on that financial information.

The process ends with the Board of Directors' approval and formulation (if applicable) of the financial information to be made public.

In addition, the ICFRS report is prepared by the Corporate Finance Division, submitted to the Audit Committee for review (with the support of Internal Audit), and approved (if applicable) by the Board of Directors before it is made public in the securities market.

In relation to the ICFRS, it is appropriate to note the existence of risk and control matrices designed for processes with a significant impact on the preparation of the financial information, which include documentation describing activities and controls with regard to the proper recording, valuation, presentation and breakdown of the various classes of transactions with a material impact on the Company's financial statements.

The main cycles for which activity and control descriptions have been defined are as follows:

  • Entity-level control environment
  • Accounting close and financial reporting
  • Sales and receivables
  • Purchases of goods and services and payables
  • Inventory
  • Cash
  • Payroll
  • Non-current assets
  • Information systems associated with significant transactions
  • Taxes

The risk and control matrices describe the control activities that mitigate the financial risks faced

by the Company of material error (intentional or otherwise), stating the frequency, execution, classification, criticality, risk owner, supporting documentation and financial information objectives covered for each risk, as well as further information on technological systems or third-party activities that are material for the effectiveness of the control environment. The formally identified and documented controls include both those directly related to transactions that might materially affect the financial statements and those related to the risk of fraud.

In the event that internal control shortfalls are identified, specific action plans are produced to resolve them as soon as possible.

Material judgments, estimates, valuations and forecasts are specifically reviewed at a primary level in the existing control activities, whether in Almirall's recurring transactions or via existing control mechanisms in the financial information preparation process. Depending on the degree of judgment and estimation applied and the potential impact on the financial statements, there is a subsequent scale of discussion and review that reaches the Audit Committee and Board of Directors in cases that are substantively material for the preparation of the financial information. When third-party experts participate in areas subject to judgment, estimation, valuation and forecasts, they discuss and explain their results with the Corporate Finance Division after a range of control and supervision procedures have been applied to their work.

F.3.2. Internal IT control policies and procedures (access security, control of changes, system operation, operational continuity and segregation of duties, among others) which support significant processes within the company relating to the preparation and publication of financial information.

Almirall uses information systems to produce and maintain appropriate records and control of its transactions. As part of the process of identifying risks of error in the financial information, Almirall identifies which systems and applications are material for its preparation through its Corporate Finance Division. The identified systems and applications include both those directly used in the preparation of the financial information (the consolidation tool and the comprehensive information management system) and the interfaces with this system.

The policies and procedures developed by Almirall's Information Technology Department cover hardware and software security in terms of access (ensuring the segregation of functions via appropriate access restrictions), procedures to test the design of new systems or changes to existing ones, and functional continuity (or start-up of alternative systems and applications) in response to contingencies affecting their operation. Almirall maintains an Information Security Programme that is intended to protect strategic information and critical business processes, aligned with market standards such as the NIST Cybersecurity Framework and the NIST 800-53 catalogue.

F.3.3. Internal control policies and procedures for overseeing the management of activities subcontracted to third parties, as well as of those aspects of assessment, calculation or valuation entrusted to independent experts, which may materially affect financial statements.

As part of its annually established procedure to determine the scope of the ICFRS, Almirall specifically identifies which financial entries include:

• Subcontracted activities.

A third-party company's competence, certification, technical and legal qualifications and independence are ascertained when a collaboration agreement is being established with a subcontracted company.

Almirall has strict third-party contracting standards that ensure the reliability of the information they provide. Additionally, the supervisory controls in place at the Company ensure substantial mitigation of the risk of material error in the financial statements.

• Evaluations, calculations or valuations by independent experts.

Almirall only uses experts in supporting tasks for accounting valuations, judgments or calculations when they are registered with the relevant professional associations or have equivalent certification, state their independence and are of good standing in the market.

F.4 Information and communication

Report on whether the company has at least the following, describing their main characteristics:

F.4.1. A specifically assigned function for defining and updating accounting policies (accounting policy area or department) and resolving doubts or conflicts arising from their interpretation, maintaining a free flow of information to those responsible for operations in the organisation, as well as an up-to-date accounting policy manual distributed to the business units through which the company operates.

The Consolidation and Reporting Department (which reports to the Corporate Finance Division) is responsible for identifying, defining and communicating the accounting policies that affect Almirall, as well as for answering any accounting queries that are raised by subsidiary companies or the various business units.

Queries are resolved during the financial year, without a specified timeframe and as they are raised by the various heads of operations of the Group's departments or subsidiary companies.

The Consolidation and Reporting Department is responsible for informing Almirall's senior management about new accounting regulations, the results of their implementation and their impact on the financial statements, which are included in the annual accounts that are issued.

In cases in which the application of accounting regulations is particularly complex, the Corporate Finance Division informs the external auditors of its position and requests their opinion.

Almirall's accounting policies are in line with the International Financial Reporting Standards approved by the European Union and they are set out in a document entitled "Almirall GAAP". This document is reviewed and updated regularly, and at least once per year.

F.4.2. Mechanisms for capturing and preparing financial information in standardised formats for application and use by all units of the entity or group, and support its main financial statements and notes, as well as disclosures concerning ICFR.

All companies forming part of the consolidated Group as at financial year-end 2024 follow a single and standardised accounting plan and an accounting handbook ("Almirall GAAP"). They all have the same integrated information management system to collect and prepare financial information, guaranteeing its uniformity. The financial information reported by all the subsidiary companies covers the composition of the main financial statements and the notes related thereto. The Consolidation and Reporting Department is responsible for obtaining the information for all the subsidiary companies, on which basis it makes the necessary consolidation adjustments to obtain the consolidated information and supplements the financial information with the explanatory notes to the consolidated financial statements.

F.5 Supervision of the functioning of the system

Report on at least the following, describing their principal features:

F.5.1. The activities of the audit committee in overseeing ICFR as well as whether there is an internal audit function one of the responsibilities of which is to provide support to the committee in its task of supervising the internal control system, including ICFR. Additionally, describe the scope of ICFR assessment made during the year and the procedure through which the person responsible for performing the assessment communicates its results, whether the company has an action plan detailing possible corrective measures, and whether their impact on financial reporting has been considered.

Almirall has an Internal Audit Department that is exclusively dedicated to internal audit, and which supports the Audit Committee.

During financial year 2024 and with the support of Internal Audit, the Audit Committee supervised Almirall's ICFRS model in accordance with the established plan.

  • Internal Audit's duties include supervising the proper design, implementation and effective operation of the risk management and internal control systems, including the ICFRS. It also monitors potential internal control shortfalls that are identified during the year. In this respect, during 2024 the Audit Committee was presented with the conclusions of the ICFRS review and the resulting action plans both in the intermediate phase and in the final testing phase.

  • The participation of the external auditor and the Corporate Finance Division in the Audit Committee's quarterly meetings provide it with additional information to complete its ICFRS supervisory work.

  • The financial year-end report with the results of the Internal Audit plan regarding the effectiveness of the ICFRS allows the Audit Committee to obtain its conclusions regarding the effective functioning of the controls identified as key in relation to the ICFRS, and to identify shortfalls and hence approve the proposed action plans.

The testing of the key controls for all ICFRS cycles has made it possible to cover all activities and transactions with a material impact on the financial statements, comprising coverage of the main financial indicators ranging from 91% to 96% in the profit-and-loss account and 97% on the balance sheet.

This testing was executed in two phases. The first phase was focused on verifying the proper functioning of the controls during the first seven months of the year, according to a specific sampling methodology. The second involved checking the proper implementation of the controls during the last quarter of the year (with smaller samples), in which the controls implemented at financial year-end were also tested.

The tests showed a good level of compliance in the implementation and documentation of the controls. However, incidents were identified in only 2% of the key controls tested during the year. Part of these incidents were remedied as a result of ongoing monitoring during the financial year, with 1% of the total controls tested subject to action plans in the implementation phase at the annual close. It should be noted that both these incidents and the corrective actions agreed with management of the affected departments were disclosed to the Audit Committee for its information. In any event, these incidents are not considered to have any material impact on the individual and/or consolidated financial statements.

F.5.2. Whether there is a discussion procedure whereby the auditor (as defined in the Spanish Technical Audit Standards), the internal auditor and other experts can report to senior management and the audit committee or directors of the company any significant weaknesses in internal control identified during the review of the annual financial statements or any others they have been assigned. Additionally, state whether an action plan is available for correcting or mitigating any weaknesses detected.

The Audit Committee meets at least once every three months (before the publication of the regulated information) in order to obtain and analyse the information required to discharge the functions entrusted to it by the Board of Directors.

It dedicates special attention to reviewing the Company's quarterly financial information, which is presented by the Corporate Finance Division. The Audit Committee is assisted in the implementation of this process by Internal Audit, the aforementioned Corporate Finance Division (which is responsible for preparing the financial information) and the statutory auditor, in order to ensure the proper application of applicable accounting standards and the reliability of the financial information, and to be able to communicate any significant internal control shortfalls and their corresponding action plans.

Internal Audit prepares and presents an annual internal audit plan, which the Audit Committee reviews and approves. Internal Audit presents the results and progress of its work at the various Audit Committee meetings held during the year, placing special emphasis on the internal control shortfalls that are identified and stating the action plans established for them and their implementation dates.

Internal Audit subsequently takes responsibility for supervising the proper implementation of the recommended corrective actions.

Prior to the reports that it issues to the Audit Committee, Internal Audit discusses the results of its work with the specific management of the area under review and with the Corporate Finance Division as the owner of responsibility for the ICFRS. This ensures fluid and efficient communication among all parties.

The external auditors annually present the scope, schedule and key areas of their work of auditing the annual accounts, in accordance with applicable audit regulations. They also meet quarterly with the Audit Committee to present the conclusions from their work and areas for improvement. The reported shortfalls are communicated to Internal Audit so that they can be included in the action plans to be implemented.

If the Audit Committee considers the financial information satisfactory after holding the necessary meetings with Internal Audit, the external auditors and the Corporate Finance Division, it will be submitted to Almirall's Board of Directors for formulation, if applicable, and submission to the securities market authorities.

F.6 Other relevant information

F.7 External auditor's report

Report

F.7.1. Whether the ICFR information sent to the markets has been subjected to review by the external auditor, in which case the entity should include the corresponding report as an attachment. If not, reasons why should be given.

Almirall submitted the ICFRS sent to the markets for financial year 2024 for review by the external auditor. The scope of the auditor's review procedures was in line with the conduct guide and standard-form auditor's report for the information relating to the internal control system, with regard to the financial reporting of listed companies of July 2013 published by the Spanish National Securities Market Commission.

G DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS

Specify the company's degree of compliance with recommendations of the Good Governance Code for listed companies.

In the event that a recommendation is not followed or only partially followed, a detailed explanation of the reasons must be included so that shareholders, investors and the market in general have enough information to assess the company´s conduct. General explanations are not acceptable.

1. That the articles of incorporation of listed companies should not limit the maximum number of votes that may be cast by one shareholder or contain other restrictions that hinder the takeover of control of the company through the acquisition of its shares on the market.

Complies X Explain
---------- --- ---------
  • 2. That when the listed company is controlled by another entity in the meaning of Article 42 of the Commercial Code, whether listed or not, and has, directly or through its subsidiaries, business relations with said entity or any of its subsidiaries (other than the listed company) or carries out activities related to those of any of them it should make accurate public disclosures on:
    • a) The respective areas of activity and possible business relationships between the listed company or its subsidiaries and the parent company or its subsidiaries.
    • b) The mechanisms in place to resolve any conflicts of interest that may arise.
Complies Complies partially Explain Not
applicable
X
  • 3. That, during the ordinary General Shareholders' Meeting, as a complement to the distribution of the written annual corporate governance report, the chairman of the Board of Directors should inform shareholders orally, in sufficient detail, of the most significant aspects of the company's corporate governance, and in particular:
    • a) Changes that have occurred since the last General Shareholders' Meeting.
    • b) Specific reasons why the company has not followed one or more of the

recommendations of the Code of Corporate Governance and the alternative rules applied, if any.

4. That the company should define and promote a policy on communication and contact with shareholders and institutional investors, within the framework of their involvement in the company, and with proxy advisors that complies in all aspects with rules against market abuse and gives equal treatment to similarly situated shareholders. And that the company should publish this policy on its website, including information on how it has been put into practice and identifying the contact persons or those responsible for implementing it.

And that, without prejudice to the legal obligations regarding dissemination of inside information and other types of regulated information, the company should also have a general policy regarding the communication of economic-financial, non-financial and corporate information through such channels as it may consider appropriate (communication media, social networks or other channels) that helps to maximise the dissemination and quality of information available to the market, investors and other stakeholders.

5. That the Board of Directors should not submit to the General Shareholders' Meeting any proposal for delegation of powers allowing the issue of shares or convertible securities with the exclusion of preemptive rights in an amount exceeding 20% of the capital at the time of delegation.

And that whenever the Board of Directors approves any issue of shares or convertible securities with the exclusion of preemptive rights, the company should immediately publish the reports referred to by company law on its website.

  • 6. That listed companies that prepare the reports listed below, whether under a legal obligation or voluntarily, should publish them on their website with sufficient time before the General Shareholders' Meeting, even if their publication is not mandatory:
    • a) Report on the auditor's independence.
    • b) Reports on the workings of the audit and nomination and remuneration committees.
    • c) Report by the audit committee on related party transactions.

7. That the company should transmit in real time, through its website, the proceedings of the General Shareholders' Meetings.

And that the company should have mechanisms in place allowing the delegation and casting of votes by means of data transmission and even, in the case of large-caps and to the extent that it is proportionate, attendance and active participation in the General Meeting to be conducted by such remote means.

8. That the audit committee should ensure that the financial statements submitted to the General Shareholders' Meeting are prepared in accordance with accounting regulations. And that in cases in which the auditor has included a qualification or reservation in its audit report, the chairman of the audit committee should clearly explain to the general meeting the opinion of the audit committee on its content and scope, making a summary of this opinion available to shareholders at the time when the meeting is called, alongside the other Board proposals and reports.

Complies X Complies partially Explain
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9. That the company should permanently publish on its website the requirements and procedures for certification of share ownership, the right of attendance at the General Shareholders' Meetings, and the exercise of the right to vote or to issue a proxy.

And that such requirements and procedures promote attendance and the exercise of shareholder rights in a non-discriminatory fashion.

  • 10. That when a duly authenticated shareholder has exercised his or her right to complete the agenda or to make new proposals for resolutions in advance of the General Shareholders' Meeting, the company:
    • a) Should immediately distribute such complementary points and new proposals for resolutions.
    • b) Should publish the attendance, proxy and remote voting card specimen with the necessary changes such that the new agenda items and alternative proposals can be voted on in the same terms as those proposed by the Board of Directors.
    • c) Should submits all these points or alternative proposals to a vote and apply the same voting rules to them as to those formulated by the Board of Directors including, in particular, assumptions or default positions regarding votes for or against.
    • d) That after the General Shareholders' Meeting, a breakdown of the voting on said additions or alternative proposals be communicated.
Complies Complies partially Explain Not
applicable
X
---------- -------------------- -- --------- -- ------------------- --- --

11. That if the company intends to pay premiums for attending the General Shareholders' Meeting, it should establish in advance a general policy on such premiums and this policy should be stable.

Complies Complies partially Explain Not
applicable
X
---------- -- -------------------- -- --------- -- ------------------- --- --

12. That the Board of Directors should perform its functions with a unity of purpose and independence of criterion, treating all similarly situated shareholders equally and being guided by the best interests of the company, which is understood to mean the pursuit of a profitable and sustainable business in the long term, promoting its continuity and maximising the economic value of the business.

And that in pursuit of the company's interest, in addition to complying with applicable law and rules and conducting itself on the basis of good faith, ethics and a respect for commonly accepted best practices, it should seek to reconcile its own company interests, when appropriate, with the interests of its employees, suppliers, clients and other stakeholders that may be affected, as well as the impact of its corporate activities on the communities in which it operates and on the environment.

13. That the Board of Directors should be of an appropriate size to perform its duties effectively and in a collegial manner, which makes it advisable for it to have between five and fifteen members.

  • 14. That the Board of Directors should approve a policy aimed at favouring an appropriate composition of the Board and that:
    • a) Is concrete and verifiable;
    • b) Ensures that proposals for appointment or re-election are based upon a prior

analysis of the skills required by the Board of Directors; and

c) Favours diversity of knowledge, experience, age and gender. For these purposes, it is considered that the measures that encourage the company to have a significant number of female senior executives favour gender diversity.

That the result of the prior analysis of the skills required by the Board of Directors be contained in the supporting report from the nomination committee published upon calling the General Shareholders' Meeting to which the ratification, appointment or reelection of each director is submitted.

The nomination committee will annually verify compliance with this policy and explain its findings in the annual corporate governance report.

15. That proprietary and independent directors should constitute a substantial majority of the Board of Directors and that the number of executive directors be kept to a minimum, taking into account the complexity of the corporate group and the percentage of equity participation of executive directors..

And that the number of female directors should represent at least 40% of the members of the Board of Directors before the end of 2020 and thereafter, and no less 30% prior to that date.

16. That the number of proprietary directors as a percentage of the total number of nonexecutive directors not be greater than the proportion of the company's share capital represented by those directors and the rest of the capital.

This criterion may be relaxed:

  • a) In large-cap companies where very few shareholdings are legally considered significant.
  • b) In the case of companies where a plurality of shareholders is represented on the Board of Directors without ties among them.

17. That the number of independent directors should represent at least half of the total number of directors.

That, however, when the company does not have a high level of market capitalisation or in the event that it is a large-cap company with one shareholder or a group of shareholders acting in concert who together control more than 30% of the company's share capital, the number of independent directors should represent at least one third of the total number of directors.

Complies X Explain
  • 18. That companies should publish the following information on its directors on their website, and keep it up to date:
    • a) Professional profile and biography.
    • b) Any other Boards to which the directors belong, regardless of whether or not the companies are listed, as well as any other remunerated activities engaged in, regardless of type.
    • c) Category of directorship, indicating, in the case of individuals who represent significant shareholders, the shareholder that they represent or to which they are connected.
    • d) Date of their first appointment as a director of the company's Board of Directors,

and any subsequent re-elections.

e) Company shares and share options that they own.

19. That the annual corporate governance report, after verification by the nomination committee, should explain the reasons for the appointment of any proprietary directors at the proposal of shareholders whose holding is less than 3%. It should also explain, if applicable, why formal requests from shareholders for presence on the Board were not honoured, when their shareholding was equal to or exceeded that of other shareholders whose proposal for proprietary directors was honoured.

20. That proprietary directors representing significant shareholders should resign from the Board when the shareholder they represent disposes of its entire shareholding. They should also resign, in a proportional fashion, in the event that said shareholder reduces its percentage interest to a level that requires a decrease in the number of proprietary directors.

21. That the Board of Directors should not propose the dismissal of any independent director before the completion of the director's term provided for in the articles of incorporation unless the Board of Directors finds just cause and a prior report has been prepared by the nomination committee. Specifically, just cause is considered to exist if the director takes on new duties or commits to new obligations that would interfere with his or her ability to dedicate the time necessary for attention to the duties inherent to his or her post as a director, fails to complete the tasks inherent to his or her post, or is affected by any of the circumstances which would cause the loss of independent status in accordance with applicable law.

The dismissal of independent directors may also be proposed as a result of a public takeover bid, merger or other similar corporate transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board are the result of application of the proportionate representation criterion provided in Recommendation 16.

22. That companies should establish rules requiring that directors inform the Board of Directors and, where appropriate, resign from their posts, when circumstances arise which affect them, whether or not related to their actions in the company itself, and which may harm the company's standing and reputation, and in particular requiring them to inform the Board of any criminal proceedings in which they appear as suspects or defendants, as well as of how the legal proceedings subsequently unfold.

And that, if the Board is informed or becomes aware in any other manner of any of the circumstances mentioned above, it must investigate the case as quickly as possible and, depending on the specific circumstances, decide, based on a report from the nomination and remuneration committee, whether or not any measure must be adopted, such as the opening of an internal investigation, asking the director to resign or proposing that he or she be dismissed. And that these events must be reported in the annual corporate governance report, unless there are any special reasons not to do so, which must also be noted in the minutes. This without prejudice to the information that the company must disseminate, if appropriate, at the time when the corresponding measures are implemented.

23. That all directors clearly express their opposition when they consider any proposal submitted to the Board of Directors to be against the company's interests. This particularly applies to independent directors and directors who are unaffected by a potential conflict of interest if the decision could be detrimental to any shareholders not represented on the Board of Directors.

Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation.

This recommendation also applies to the secretary of the Board of Directors, even if he or she is not a director.

24. That whenever, due to resignation or resolution of the General Shareholders' Meeting, a director leaves before the completion of his or her term of office, the director should explain the reasons for this decision, or in the case of non-executive directors, their opinion of the reasons for cessation, in a letter addressed to all members of the Board of Directors.

And that, without prejudice to all this being reported in the annual corporate governance report, insofar as it is relevant to investors, the company must publish the cessation as quickly as possible, adequately referring to the reasons or circumstances adduced by the director.

Complies X Complies partially Explain Not
applicable
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25. That the nomination committee should make sure that non-executive directors have sufficient time available in order to properly perform their duties.

And that the Board regulations establish the maximum number of company Boards on which directors may sit.

Non-compliant only as regards the rules on the maximum number of boards on which company directors can serve, because it is not deemed necessary in view of the composition of the Board and its members. In addition, if it is detected that membership of other boards could be detrimental to the performance of a director's duties at the Company, the Company has the means to remove such directors from their positions.

26. That the Board of Directors meet frequently enough to be able to effectively perform its duties, and at least eight times per year, following a schedule of dates and agendas established at the beginning of the year and allowing each director individually to propose other items that do not originally appear on the agenda.

27. That director absences occur only when absolutely necessary and be quantified in the annual corporate governance report. And when absences do occur, that the director appoint a proxy with instructions.

28. That when directors or the secretary express concern regarding a proposal or, in the case of directors, regarding the direction in which the company is headed and said concerns are not resolved by the Board of Directors, such concerns should be included in the minutes at the request of the director expressing them.

29. That the company should establishes adequate means for directors to obtain appropriate advice in order to properly fulfil their duties including, should circumstances warrant, external advice at the company's expense.

30. That, without regard to the knowledge necessary for directors to complete their duties, companies make refresher courses available to them when circumstances make this advisable.

31. That the agenda for meetings should clearly indicate those matters on which the Board of Directors is to make a decision or adopt a resolution so that the directors may study or gather all relevant information ahead of time.

When, in exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said consent shall be duly recorded in the minutes.

32. That directors be periodically informed of changes in shareholding and of the opinions of significant shareholders, investors and rating agencies of the company and its group.

33. That the chairman, as the person responsible for the efficient workings of the Board of Directors, in addition to carrying out the duties assigned by law and the articles of incorporation, should prepare and submit to the Board of Directors a schedule of dates and matters to be considered; organise and coordinate the periodic evaluation of the Board as well as, if applicable, the chief executive of the company, should be responsible for leading the Board and the effectiveness of its work; ensuring that sufficient time is devoted to considering strategic issues, and approve and supervise refresher courses for each director when circumstances make this advisable.

34. That when there is a coordinating director, the articles of incorporation or Board regulations should confer upon him or her the following powers in addition to those conferred by law: to chair the Board of Directors in the absence of the chairman and deputy chairmen, should there be any; to reflect the concerns of non-executive directors; to liaise with investors and shareholders in order to understand their points of view and respond to their concerns, in particular as those concerns relate to corporate governance of the company; and to coordinate a succession plan for the chairman.

35. That the secretary of the Board of Directors should pay special attention to ensure that the activities and decisions of the Board of Directors take into account such recommendations regarding good governance contained in this Good Governance Code as may be applicable to the company.

  • 36. That the Board of Directors meet in plenary session once a year and adopt, where appropriate, an action plan to correct any deficiencies detected in the following:
    • a) The quality and efficiency of the Board of Directors' work.
    • b) The workings and composition of its committees.
    • c) Diversity in the composition and skills of the Board of Directors.
    • d) Performance of the chairman of the Board of Directors and of the chief executive officer of the company.
    • e) Performance and input of each director, paying special attention to those in charge of the various Board committees.

In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees themselves as a starting point and for the evaluation of the Board, a report from the nomination committee.

Every three years, the Board of Directors will rely for its evaluation upon the assistance of an external advisor, whose independence shall be verified by the nomination committee.

Business relationships between the external adviser or any member of the adviser's group and the company or any company within its group must be specified in the annual corporate governance report.

The process and the areas evaluated must be described in the annual corporate governance report.

37. That if there is an executive committee, it must contain at least two non-executive directors, at least one of whom must be independent, and its secretary must be the secretary of the Board.

38. That the Board of Directors must always be aware of the matters discussed and decisions taken by the executive committee and that all members of the Board of Directors receive a copy of the minutes of meetings of the executive committee.

39. That the members of the audit committee, in particular its chairman, be appointed in consideration of their knowledge and experience in accountancy, audit and risk management issues, both financial and non-financial.

40. That under the supervision of the audit committee, there should be a unit in charge of the internal audit function, which ensures that information and internal control systems operate correctly, and which reports to the non-executive chairman of the Board or of the audit committee.

41. That the person in charge of the unit performing the internal audit function should present an annual work plan to the audit committee, for approval by that committee or by the Board, reporting directly on its execution, including any incidents or limitations of scope, the results and monitoring of its recommendations, and present an activity report at the end of each year.

  • 42. That in addition to the provisions of applicable law, the audit committee should be responsible for the following:
    • 1. With regard to information systems and internal control:
      • a) Supervising and evaluating the process of preparation and the completeness of the financial and non-financial information, as well as the control and management systems for financial and non-financial risk relating to the company and, if applicable, the group - including operational , technological, legal, social, environmental, political and reputational risk, or risk related to corruption - reviewing compliance with regulatory requirements, the appropriate delimitation of the scope of consolidation and the correct application of accounting criteria.
      • b) Ensuring the independence of the unit charged with the internal audit function; proposing the selection, appointment and dismissal of the head of internal audit; proposing the budget for this service; approving or proposing its orientation and annual work plans for approval by the Board, making sure that its activity is focused primarily on material risks (including reputational risk); receiving periodic information on its activities; and verifying that senior management takes into account the conclusions and recommendations of its reports.
      • c) Establishing and supervising a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, contractors or subcontractors, to report any potentially serious irregularities, especially those of a financial or accounting nature, that they observe in the company or its group. This mechanism must guarantee confidentiality and in any case provide for cases in which the communications can be made anonymously, respecting the rights of the whistleblower and the person reported.
      • d) Generally ensuring that internal control policies and systems are effectively applied in practice.
    • 2. With regard to the external auditor:
      • a) In the event that the external auditor resigns, examining the circumstances leading to such resignation.
      • b) Ensuring that the remuneration paid to the external auditor for its work does not compromise the quality of the work or the auditor's independence.
      • c) Making sure that the company informs the CNMV of the change of auditor, along with a statement on any differences that arose with the outgoing auditor and, if applicable, the contents thereof.
      • d) Ensuring that the external auditor holds an annual meeting with the Board of Directors in plenary session in order to make a report regarding the tasks performed and the development of the company's accounting situation and risks.

e) Ensuring that the company and the external auditor comply with applicable rules regarding the provision of services other than auditing, limits on the concentration of the auditor's business, and, in general, all other rules regarding auditors' independence.

43. That the audit committee be able to require the presence of any employee or manager of the company, even stipulating that he or she appear without the presence of any other member of management.

44. That the audit committee be kept abreast of any corporate and structural changes planned by the company in order to perform an analysis and draw up a prior report to the Board of Directors on the economic conditions and accounting implications and, in particular, any exchange ratio involved.

  • 45. That the risk management and control policy identify or determine, as a minimum:
    • a) The various types of financial and non-financial risks (including operational, technological, legal, social, environmental, political and reputational risks and risks relating to corruption) which the company faces, including among the financial or economic risks contingent liabilities and other off-balance sheet risks.
    • b) A risk control and management model based on different levels, which will include a specialised risk committee when sector regulations so require or the company considers it to be appropriate.
    • c) The level of risk that the company considers to be acceptable.
    • d) Measures in place to mitigate the impact of the risks identified in the event that they should materialised.
    • e) Internal control and information systems to be used in order to control and manage the aforementioned risks, including contingent liabilities or off-balance sheet risks.
Complies
X
Complies partially Explain
--------------- -------------------- -- --------- -- --
  • 46. That under the direct supervision of the audit committee or, if applicable, of a specialised committee of the Board of Directors, an internal risk control and management function should exist, performed by an internal unit or department of the company which is expressly charged with the following responsibilities:
    • a) Ensuring the proper functioning of the risk management and control systems and, in particular, that they adequately identify, manage and quantify all material risks affecting the company.
    • b) Actively participating in drawing up the risk strategy and in important decisions regarding risk management.
    • c) Ensuring that the risk management and control systems adequately mitigate risks as defined by the policy laid down by the Board of Directors.

47. That in designating the members of the nomination and remuneration committee – or of the nomination committee and the remuneration committee if they are separate – care be taken to ensure that they have the knowledge, aptitudes and experience appropriate to the functions that they are called upon to perform and that the majority of said members are independent directors.

48. That large-cap companies have separate nomination and remuneration committees.

49. That the nomination committee consult with the chairman of the Board of Directors and the chief executive of the company, especially in relation to matters concerning executive directors.

And that any director be able to ask the nomination committee to consider potential candidates that he or she considers suitable to fill a vacancy on the Board of Directors.

  • 50. That the remuneration committee exercise its functions independently and that, in addition to the functions assigned to it by law, it should be responsible for the following:
    • a) Proposing the basic conditions of employment for senior management to the Board of Directors.
    • b) Verifying compliance with the company's remuneration policy.
    • c) Periodically reviewing the remuneration policy applied to directors and senior managers, including share-based remuneration systems and their application, as well as ensuring that their individual remuneration is proportional to that received by the company's other directors and senior managers.
    • d) Making sure that potential conflicts of interest do not undermine the independence of external advice given to the committee.
    • e) Verifying the information on remuneration of directors and senior managers contained in the various corporate documents, including the annual report on director remuneration.

51. That the remuneration committee should consult with the chairman and the chief executive of the company, especially on matters relating to executive directors and senior management.

  • 52. That the rules regarding the composition and workings of the supervision and control committees should appear in the regulations of the Board of Directors and that they should be consistent with those applying to legally mandatory committees in accordance with the foregoing recommendations, including:
    • a) That they be composed exclusively of non-executive directors, with a majority of independent directors.
    • b) That their chairpersons be independent directors.
    • c) That the Board of Directors select members of these committees taking into account their knowledge, skills and experience and the duties of each committee; discuss their proposals and reports; and require them to render account of their activities and of the work performed in the first plenary session of the Board of Directors held after each committee meeting.
  • d) That the committees be allowed to avail themselves of outside advice when they consider it necessary to perform their duties.
  • e) That their meetings be recorded and their minutes be made available to all directors.

53. That verification of compliance with the company's policies and rules on environmental, social and corporate governance matters, and with the internal codes of conduct be assigned to one or divided among more than one committee of the Board of Directors, which may be the audit committee, the nomination committee, a specialised committee on sustainability or corporate social responsibility or such other specialised committee as the Board of Directors, in the exercise of its powers of self-organisation, may have decided to create. And that such committee be composed exclusively of non-executive directors, with a majority of these being independent directors, and that the minimum functions indicated in the next recommendation be specifically assigned to it.

  • 54. The minimum functions referred to in the foregoing recommendation are the following:
    • a) Monitoring of compliance with the company's internal codes of conduct and corporate governance rules, also ensuring that the corporate culture is aligned with its purpose and values.
    • b) Monitoring the application of the general policy on communication of economic and financial information, non-financial and corporate information and communication with shareholders and investors, proxy advisors and other stakeholders. The manner in which the entity communicates and handles relations with small and medium-sized shareholders must also be monitored.
    • c) The periodic evaluation and review of the company's corporate governance system, and environmental and social policy, with a view to ensuring that they fulfil their purposes of promoting the interests of society and take account, as appropriate, of the legitimate interests of other stakeholders.
    • d) Supervision of the company's environmental and social practices to ensure that they are in alignment with the established strategy and policy.
    • e) Supervision and evaluation of the way in which relations with the various stakeholders are handled.

  • 55. That environmental and social sustainability policies identify and include at least the following:
    • a) The principles, commitments, objectives and strategy relating to shareholders, employees, clients, suppliers, social issues, the environment, diversity, tax responsibility, respect for human rights, and the prevention of corruption and other unlawful conduct
    • b) Means or systems for monitoring compliance with these policies, their associated risks, and management.
    • c) Mechanisms for supervising non-financial risk, including that relating to ethical aspects and aspects of business conduct.
    • d) Channels of communication, participation and dialogue with stakeholders.
    • e) Responsible communication practices that impede the manipulation of data and protect integrity and honour.

Complies X Complies partially Explain

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56. That director remuneration be sufficient in order to attract and retain directors who meet the desired professional profile and to adequately compensate them for the dedication, qualifications and responsibility demanded of their posts, while not being so excessive as to compromise the independent judgement of non-executive directors.

57. That only executive directors should receive variable remuneration linked to corporate results and personal performance, as well as remuneration in the form of shares, options or rights to shares or instruments referenced to the share price and long-term savings plans such as pension plans, retirement schemes or other provident schemes.

Consideration may be given to delivering shares to non-executive directors as remuneration providing this is conditional upon their holding them until they cease to be directors. The foregoing shall not apply to shares that the director may need to sell in order to meet the costs related to their acquisition.

The following resolution was approved by the shareholders at the General Meeting on 10 May 2024: "To approve the application of the director remuneration formula consisting of a part of the fixed remuneration received by the directors in their capacity as such, payable, subject to a resolution by the Board of Directors, by means of the delivery of the Company's own shares, such that the directors, on each fixed remuneration payment date, receive the fixed sum due to them partly in cash and partly in shares, taking as a benchmark for such purpose the value of the shares at the end of the market trading session immediately prior to the date on which the remuneration is paid. The payment of fixed remuneration by means of own shares may not exceed 50% of each director's individual remuneration in each financial year. A maximum of 50,000 shares may be allocated to this remuneration system in each financial year and this form of remuneration will be payable in five financial years including the current one (i.e., 2024, 2025, 2026, 2027 and 2028)". No shares have been delivered to directors pursuant to this authorisation as at the date of this report.

58. That as regards variable remuneration, remuneration policies should incorporate the necessary limits and technical safeguards to ensure that such remuneration is in line with the professional performance of its beneficiaries and not based solely on general developments in the markets or in the sector in which the company operates, or other similar circumstances.

And, in particular, that variable remuneration components:

  • a) Are linked to pre-determined and measurable performance criteria and that such criteria take into account the risk incurred to achieve a given result.
  • b) Promote the sustainability of the company and include non-financial criteria that are geared towards creating long term value, such as compliance with the company's rules and internal operating procedures and with its risk management and control policies.
  • c) Are based on balancing the attainment of short-, medium- and long-term objectives, so as to allow remuneration of continuous performance over a period long enough to be able to assess its contribution to the sustainable creation of value, such that the elements used to measure performance are not associated only with one-off, occasional or extraordinary events.

59. That the payment of variable remuneration components be subject to sufficient verification that previously established performance or other conditions have effectively been met. Entities must include in their annual report on director remuneration the criteria for the time required and methods used for this verification depending on the nature and characteristics of each variable component.

That, additionally, companies consider the inclusion of a reduction ('malus') clause for the deferral of the payment of a portion of variable remuneration components that would imply their total or partial loss if an event were to occur prior to the payment date that would make this advisable.

60. That remuneration related to company results should take into account any reservations that might appear in the external auditor's report and that would diminish said results.

61. That a material portion of executive directors' variable remuneration be linked to the delivery of shares or financial instruments referenced to the share price.

62. That once shares or options or financial instruments have been allocated under remuneration schemes, executive directors be prohibited from transferring ownership or exercising options or rights until a term of at least three years has elapsed.

An exception is made in cases where the director has, at the time of the transfer or exercise of options or rights, a net economic exposure to changes in the share price for a market value equivalent to at least twice the amount of his or her fixed annual remuneration through the ownership of shares, options or other financial instruments. The forgoing shall not apply to shares that the director may need to sell in order to meet the costs related to their acquisition or, following a favourable assessment by the nomination and remuneration committee, to deal with such extraordinary situations as may arise and so require.

63. That contractual arrangements should include a clause allowing the company to demand reimbursement of the variable remuneration components in the event that payment was not in accordance with the performance conditions or when payment was made based on data subsequently shown to have been inaccurate.

64. That payments for contract termination should not exceed an amount equivalent to two years of total annual remuneration and should not be paid until the company has been able to verify that the director has fulfilled all previously established criteria or conditions for payment.

For the purposes of this recommendation, payments for contractual termination will be considered to include any payments the accrual of which or the obligation to pay which arises as a consequence 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 schemes and amounts paid by virtue of post-contractual non-competition agreements.

H FURTHER INFORMATION OF INTEREST

    1. If there is any significant aspect regarding corporate governance in the company or other companies in the group that has not been included in other sections of this report, but which it is necessary to include in order to provide a more comprehensive and reasoned picture of the structure and governance practices in the company or its group, describe them briefly below.
    1. This section may also be used to provide any other information, explanation or clarification relating to previous sections of the report, so long as it is relevant and not repetitive.

Specifically, indicate whether the company is subject to any corporate governance legislation other than that of Spain and, if so, include any information required under this legislation that differs from the data required in this report.

C.1.14. No members of the Company's Management Committee left before financial year-end 2024 and one member joined, Mr Paul Rittman, the President and General Manager of Almirall US.

C.2.1. It is stated for the recorded that the Dermatology and Governance Committees do not have the status of supervisory and control committees, and that they only have the powers established in articles 14bis and 14ter of the Regulations of the Company's Board of Directors.

    1. The company may also indicate whether it has voluntarily subscribed to other ethical or best practice codes, whether international, sector-based, or other. In such case, name the code in question and the date on which the company subscribed to it. Specific mention must be made as to whether the company adheres to the Code of Good Tax Practices of 20 July 2010.
    2. − EFPIA new Code on Disclosure of Transfers of Value from Pharmaceutical Companies to Healthcare Professionals and Healthcare Organizations (the "EFPIA HCP/HCO Disclosure Code").
    3. − Updated EFPIA Code on the promotion of Prescription Only Medicines and interactions with Health Care Professionals".
    4. − Code of Good Tax Practices. This promotes a reciprocally cooperative relationship between the tax authorities and companies. Adherence date: 26 June 2014.

The Company's Board of Directors approved this annual corporate governance report at its meeting held on 21 February 2025.

Indicate whether any director voted against or abstained from approving this report.

Yes
No
X
Name or company name of the member of the Board of
Directors who has not voted for the approval of this report
Reasons (against,
abstention, non attendance)
Explain the reasons
Observations

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED COMPANIES

IDENTIFICATION DETAILS OF THE ISSUER

REFERENCE YEAR END DATE 31/12/24

TAX IDENTIFICATION CODE. A-58-869.389

Company Name:

ALMIRALL, S.A.

Business Address

Ronda General Mitre 151, Barcelona

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED COMPANIES

INTRODUCTION OF THE CHAIR OF THE NOMINATIONS AND REMUNERATION COMMISSION

Dear Shareholders,

It is my pleasure to present, on behalf of the Appointments and Remuneration Committee (the "Appointments and Remuneration Committee") of Almirall, S.A. ("Almirall" or the "Company"), the Annual Director Remuneration Report for 2024, which provides the shareholders with information on the Director Remuneration Policy applicable to the current financial year, the application of the Remuneration Policy and details of the remuneration received by the members of the Board of Directors during financial year 2024.

Almirall's activities and results in 2024

The year 2024 was notable for the increase in net sales, mainly due to the performance of Almirall's dermatological portfolio in Europe. Growth was led mainly by products marketed under the brand names Ilumetri (to treat moderate to severe plaque psoriasis), Wynzora (to treat mild to moderate psoriasis) and Ebglyss (launched in December 2023 in Germany and to treat moderate to severe atopic dermatitis).

In terms of R&D activities, there have been no relevant regulatory events, although several development agreements have been signed, notably by Novo Nordisk and Eloxx Pharmaceuticals.

Relationship with Almirall's shareholders

Remuneration Policy

As announced in the Annual Remuneration Report for financial year 2023, the shareholders approved a new Director Remuneration Policy (the "Remuneration Policy") at the General Shareholders' Meeting on 10 May 2024. The Remuneration Policy will be effective from its approval at the aforementioned General Shareholders' Meeting on 10 May 2024, for the remainder of 2024, and for the following three financial years (i.e. 2025, 2026 and 2027), unless the shareholders resolve to modify or replace it at a General Shareholders' Meeting during said period. The Remuneration Policy includes the following changes:

  • First, the introduction of the Performance Shares Plan (the "PS Plan"), a new multiyear variable remuneration system applicable to the CEO Mr Carlos Gallardo. This new plan addresses one of the concerns of the Company's shareholders and proxy advisors, which was that the measurement period for the multiyear variable remuneration system applicable to the Company's CEO was longer than one year. In addition, the PS Plan is settled through a combination of cash and Almirall shares, is based on the achievement of quantifiable targets and establishes clawback and lock-up clauses, all in line with best market practices with regard to remuneration.
  • Second, mechanisms are established to introduce greater flexibility to the Remuneration Policy, so that the CEO's contract can be adjusted to Almirall's needs and circumstances at any time and, if it is necessary to hire a new CEO in the future, the Company will be guaranteed sufficient flexibility to offer competitive conditions that mean the best candidates can be recruited, respecting at all times the principles of fairness and proportionality in remuneration that guide the application of the Remuneration Policy. For these purposes, the Board of Directors, following a proposal from the Appointments and Remuneration Committee, shall set the remuneration of the new candidate, taking into consideration the dedication, qualifications, experience and responsibility brought to the position, ensuring that it maintains an appropriate balance between market competitiveness and internal equity. In particular, in the event that it is agreed to approve the granting of a special incentive to the candidate to compensate for the loss of unearned incentives in the previous company due to the termination and subsequent acceptance of the Company's offer, the Company shall ensure that the cost of such incentive is the minimum possible and does not exceed the actual value of the incentives not earned by the candidate due to his departure from his previous company.
  • Third, it is expressly provided that the Board of Directors will have the power to review the remuneration received by the directors in their capacity as such, as well as being able to pay an additional fixed allowance to directors for their membership of committees or for the

performance of current or future roles as part of the Board of Directors.

• Finally, certain technical improvements have been implemented to describe in more detail, in line with best market practices, the various components of the CEO's remuneration package, the components of the remuneration of Board members in their capacity as such, the principles governing the Remuneration Policy and the processes implemented for its approval and application. Additionally, certain technical drafting improvements and minor corrections have been introduced.

The Remuneration Policy was approved at the General Shareholders' Meeting 2024 with the favourable vote of 97.2% of the shareholders in attendance in person or by proxy, showing the practically unanimous support from the shareholders for the remuneration system established in the Remuneration Policy.

Annual Remuneration Report

Following the 2024 General Meeting at which the aforementioned Remuneration Policy was approved, and until the publication of this Annual Remuneration Report, the Appointments and Remuneration Committee has maintained a fluid relationship and continuous contact with its shareholders and stakeholders in order to be aware of their concerns and suggestions regarding remuneration, all in line with the Company's commitment to transparency and good corporate governance. In addition, the Company continued to work with a leading global provider of corporate governance and executive remuneration advisory services to identify those aspects of the Annual Remuneration Report where there was room for improvement. The Remuneration and Nomination Committee has ensured that this Annual Remuneration Report responds to both the suggestions of our shareholders and the feedback from the service providers who have advised the Company.

Almirall seeks to offer its directors competitive remuneration that is aligned with the Company's position, the dedication of the directors and market standards at comparable Spanish companies. For this purpose and upon a proposal from the Appointments and Remuneration Committee, the Board of Directors decided at its meeting on 16 February 2024 to increase the remuneration of the directors in their capacity as such within the maximum remuneration limit in effect at that time. To do so, it conducted a benchmark study of the annual remuneration received by the members of boards of directors of all the Ibex 35 companies and other listed companies.

Two director remuneration policies were applied during financial year 2024: (i) the remuneration policy approved by the shareholders at the General Shareholders' Meeting on 6 May 2022, from 1 January to 9 May 2024; and (ii) the remuneration policy approved by the shareholders at the General Shareholders' Meeting on 10 May 2024, from 10 May to 31 December 2024. This has been included in the Annual Remuneration Report. The new composition of Almirall's Board of Directors, after the exit of Mr Tom McKillop as an external director and the appointments of Ms Eva Abans Iglesias and Mr Ugo Di Francesco as independent directors, has also been reflected, and the new composition of the committees of the Board of Directors is also noted. In relation to the latter, it is noted that, following the appointment of Ugo Di Francesco as a member of the Nomination and Remuneration Committee in replacement of Sir Tom McKillop, who had the status of other external director, the Nomination and Remuneration Committee is now composed exclusively of independent directors. It is also noted for the record that Ms Eva Abanas was appointed chairman of the Audit Committee to replace Mr Enrique de Leyva, who stepped down from the post, in accordance with article 529 quaterdecies of the Capital Companies Act, as four years had elapsed since his appointment as chairman, and that she continues as a member of said committee.

The Annual Remuneration Report for this year again includes the remuneration received by the CEO Mr Carlos Gallardo, which is based on a remuneration mix made up of fixed and variable remuneration, with the latter made up of an annual bonus and the application of Almirall's new PS Plan. The Company believes that this remuneration mix creates an appropriate balance between the need for the CEO's remuneration to be competitive in line with comparable companies in the sector, and the reasonableness and alignment of remuneration with the fostering of Almirall's long-term interests.

Almirall remains committed to transparency and for this reason, the Annual Remuneration Report 2024 continues the approach started last year and maintains the level of detail in terms of explanations of the various remuneration components, stating the target and maximum amounts

that can be received as variable remuneration. Additionally, in view of the voting of Almirall's shareholders and the views received from both minority shareholders and its proxy advisors, the evaluation of the level of achievement of the targets that are the basis for variable remuneration (bonus) has been published, stating the target achievement and overachievement levels, and there is a commitment to publish the evaluation of the CEO within the framework of the PS Plan in the corresponding Annual Remuneration Report. Finally, details of the average remuneration of Company employees have been included.

I would like to conclude by thanking the members of the Appointments and Remuneration Committee, of which Mr Ugo Di Francesco has become a member, as well as all the professionals who have worked with this committee, for their support and commitment in the preparation of this report. I would also like to thank the shareholders and their proxy advisors for their comments and recommendations, as well as their commitment to Almirall's future. We are firmly committed to maintaining a fluid and constructive relationship with all our shareholders and other stakeholders, and we will work to keep offering satisfactory responses to address all their concerns and expectations.

Faithfully,

Ms Eva-Lotta Allan

Chair of the Appointments and Remuneration Committee

A THE COMPANY'S REMUNERATION POLICY FOR THE CURRENT FINANCIAL YEAR

A.1 Explain the director remuneration policy in effect for the current financial year. Where relevant information can be incorporated by reference to the remuneration policy approved by the shareholders at the general shareholders' meeting, provided that the incorporation is clear, specific and concrete.

The specific provisions established for the current financial year must be described in terms of both remuneration of directors in their capacity as such and remuneration for the performance of executive duties that the board has performed under the terms of contracts signed with the executive directors and with the remuneration policy approved at the general meeting.

In any case, at least the following aspects must be reported on:

  • − Description of the company's procedures and decision-making bodies involved in the determination, approval and implementation of the remuneration policy and its terms.
  • − Statement and, if applicable, explanation of whether comparable companies have been taken into account to establish the company's remuneration policy.
  • − Information on whether any external advisor has participated and, if applicable, the identity thereof.
  • − Procedures under the existing remuneration policy for directors to apply for temporary exemptions to such policy, the conditions under which such exceptions may be applied for and the components that may be subject to exceptions under the policy.

Pursuant to article 45 of the By-Laws and article 25 of the Regulations of the Board of Directors, the position of director at Almirall, S.A. (the "Company" or "Almirall") will be remunerated. On 10 May 2024, the shareholders at Almirall's General Shareholders' Meeting approved a new remuneration policy for the members of the Company's Board of Directors, which had been proposed by the Board of Directors upon a favourable report from the Appointments and Remuneration Committee (the "new Remuneration Policy"). The new Remuneration Policy will be effective from its approval at the General Shareholders' Meeting on 10 May 2024, during 2024 and for the following three financial years (i.e. 2025, 2026 and 2027), unless the shareholders resolve to change or replace it at a General Shareholders' Meeting during said period.

As a result, during the financial year ended 31 December 2024, two remuneration policies for Board members were applied consecutively:

  • i. From 1 January 2024 to 9 May 2024, the remuneration policy for the Company's Board approved by the shareholders at the General Shareholders' Meeting on 6 May 2022 (the "old Remuneration Policy") continued to apply; and
  • ii. From 10 May 2024 to 31 December 2024, the new Remuneration Policy approved at the General Shareholders' Meeting on 10 May 2024 was applied.

Prior to its approval at the General Meeting and in line with applicable bylaw, regulatory and legal rules, the Appointments and Remuneration Committee approved the specific report referred to in section 529 novodecies.4 of the Consolidated Text of the Capital Companies Act approved by Royal Legislative Decree 1/2010, of 2 July ('LSC'), at its meeting on 8 April 2024, and following the appropriate debate at its meeting on 8 April 2024, the Board unanimously resolved to submit the proposed new Remuneration Policy to the shareholders at the General Meeting.

To prepare the new Remuneration Policy, the Company reviewed the remuneration conditions of the members of board of directors at companies comparable to Almirall in terms of size and capitalisation. Almirall engaged a leading global provider of corporate governance and executive remuneration advisory services, with which it analysed the proposed amendments and checked that they were aligned with corporate governance best practices. The observations made in the past by shareholders and their proxy advisors with regard to remuneration were also taken into account.

The new Remuneration Policy is structured based on various specific classes of remuneration, as described below:

1. Remuneration of the directors in their capacity as such

In accordance with article 45 of the Company's By-Laws (the "By-Laws"), directors will be remunerated in their capacity as such by means of a fixed allowance that is paid quarterly. The new Remuneration Policy is intended to remunerate the Board members in their capacity as directors, i.e. for the performance of supervisory and collective decision-making duties as part of the Board of Directors and of the committees on which they are members. Their remuneration must be adequate and sufficiently reward their dedication, skills and responsibilities, without compromising their independence of judgment.

Additionally, it is provided that directors may also be remunerated through the delivery of shares, or through the delivery of share options or remuneration that is linked to share value, provided that the application of any of these remuneration systems is previously approved by the shareholders at the General Shareholders' Meeting. In this regard, at the General Shareholders' Meeting held on 8 May 2019, the shareholders approved a resolution pursuant to which, if the Board of Directors deemed it appropriate, the directors could receive up to 50% of their fixed remuneration by means of the delivery of shares. This authorisation was effective for five years (i.e. until 2023), and it was renewed for a further five-year period at the General Shareholders' Meeting held on 10 May 2024. A maximum of 50,000 shares can be allocated to this remuneration system in each financial year. At the present date, the Board of Directors has not resolved to approve the aforementioned payment in kind.

The corresponding directors receive additional gross annual remuneration for membership of the Audit, Appointments and Remuneration, or Dermatology Committees, and any directors who chair any of the aforementioned committees receive additional gross annual remuneration for that work (in addition to their remuneration for membership of the relevant committee). The positions of Chair and Vice-Chair of the Board of Directors are also remunerated with a fixed gross annual sum for the performance of these duties. The Board of Directors may resolve to remunerate directors for their duties as members of the Governance Committee, for chairing the Governance Committee or for performing the role of coordinating independent director.

Additionally, the Company shall assume the payment of the directors' liability insurance premium, according to normal market conditions and in accordance with the Company's circumstances.

Unless the shareholders resolve otherwise at a General Shareholders' Meeting, the Board of Directors will determine the precise amount to pay to each director, within the limit set at the General Meeting, as well as their specific remuneration as a fixed allowance in their capacity as such. The maximum amount of annual remuneration for the directors as a whole in their capacity as such, approved by the shareholders at the General Shareholders' Meeting 2022 and currently in effect, is 2,500,000 euros.

2. Remuneration of the CEO

In accordance with the new Remuneration, directors who perform executive duties are entitled to receive, in addition to the remuneration that they may receive as Board members in their capacity as an executive director, remuneration for the performance of executive duties as established in the contracts each director has entered into with the Company.

During the financial year ended 31 December 2024, the only director who performed executive duties was the CEO Mr Carlos Gallardo Piqué, who also holds the position of chair of the Board of Directors (the "CEO").

Within the framework of his corresponding services agreement, the CEO has agreed a remuneration structure based on the new Remuneration Policy, which therefore includes an annual and multiyear remuneration scheme, all in accordance with the following remuneration mix:

(i) Annual remuneration

Fixed annual remuneration

Based on the fixed remuneration scheme included in the new Remuneration Policy, the fixed remuneration established for the CEO under his services agreement amounts to 775,000 euros per annum, payable monthly (which figure, following a reasoned proposal from the Appointments and Remuneration Committee, the Board can increase by up to 20% during the effective period of the new Remuneration Policy if the circumstances so advise), corresponding to the performance of his duties as CEO. This fixed remuneration is in addition to the fixed annual allowance for the performance of his duties as Chair of the Board of Directors and an executive director, which is paid quarterly.

In view of the fact that Mr Carlos Gallardo Piqué is both CEO and Chair of the Board of Directors, the Company, in compliance with section 529 septies of the Capital Companies Act, appointed a coordinating independent director from among the independent directors, with powers to request a call to meeting of the Board of Directors or to include new items on the agenda for Board meetings once called, to coordinate and hold meetings with the nonexecutive directors and, if applicable, to lead the periodic evaluation of the Chair of the Board of Directors. In addition, in compliance with Recommendation 34 of the Good Governance Code for Listed Companies, the Regulations of Almirall's Board of Directors were amended to give the following powers to the aforementioned coordinating independent director, in addition to his legal powers: chairing the Board of Directors in the absence of the Chair and of the Vice-Chair, if any; reflecting the concerns of the non-executive directors; engaging in contact with investors and shareholders to hear their perspectives for purposes of forming an opinion on their concerns, particularly regarding the Company's corporate governance; and coordinating the succession plan for the Chair. Finally, a new Governance Committee was created in 2023, whose duties include maintaining active contact with agents outside the Company and proxy advisors, as well as assisting the coordinating independent director with the duties allocated thereto by law and the Regulations of the Board of Directors.

Variable annual remuneration (Bonus)

In accordance with the new Remuneration Policy, the CEO may receive variable annual remuneration that will be paid in cash and calculated as a percentage of his fixed remuneration, subject to the achievement of certain targets set by the Board of Directors (the "Bonus"). The target base of the Bonus (which would correspond to a 100% achievement of the objectives), will be set by the Board of Directors for each financial year during the first five months of the year, and it will range from 50% to 100% of the CEO's fixed remuneration ("Bonus Target Amount"). To align the accrual of the Bonus with the Company's results, the Bonus Target Amount will vary depending on the degree of achievement of between 0% and 150% of the targets set by the Board of Directors.

The Company will inform the CEO of the targets in March of each year, and they will be linked to the evolution of EBITDA, the launch of new products, the Company's strategy, increased revenues and the achievement of strategic agreements, research and development processes, the strengthening of investor relations and building a work team that is cohesive and motivated to achieve the Company's shared goals.

In addition, the Company's financial results are expected to have an impact on the CEO's annual bonus. To this end, a multiplier linked to the Company's EBITDA will be used, which will mean that the amount of the Bonus calculated on the basis of the fulfilment of the aforementioned objectives, may be increased or reduced by an additional 20% depending on the EBITDA ratio obtained by the Company at the end of the year in which the Bonus is accrued.

The Board of Directors and the Appointments and Remuneration Committee will evaluate the level of achievement of targets by the CEO pursuant to the Company's applicable variable remuneration policies, and they will pay the corresponding Bonus amount during the month of March following the end of each financial year.

For financial year 2024, the fixed salary established as a reference to calculate the Bonus amounted to 775,000 euros. Upon a proposal from the Appointments and Remuneration Committee, the Board of Directors set certain targets related and linked to the objective results, with a weighting of 100% of the Bonus target amount. The targets linked to the objective results are divided in business results, with a weighting of 70% (that is in turn divided into net sales (30%) and launch of Ebglyss and Ilumetri Growth Plan (40%)); innovation roadmap, with a weighting of 10%; sustainability, with a weighting of 10%; and cultural transformation, with a weighting of 10%.

The targets have been set with the aim of being stimulating, specific and measurable. The Appointments and Remuneration Committee conducts an annual review of the performance conditions in response to Almirall's strategy, needs and business situation, establishing targets in line with that review at the start of each year.

Remuneration in kind

The CEO may receive other remunerative items and certain remuneration in kind. In particular, the CEO will be a beneficiary of life insurance and the Company will make a company vehicle available to the CEO, which he is permitted to use for non-professional purposes. The Company will be responsible for insuring and maintaining the vehicle and will reimburse reasonable fuel costs. The CEO may choose to receive a sum as part of his fixed remuneration instead of the allocation of a company vehicle. The Company has also taken out civil liability insurance for its directors.

(ii) CEO's multiyear remuneration

In order to incentivise the achievement of the financial targets and the alignment of the longterm interests of the Company's CEO, executives and key employees, the CEO may participate as a beneficiary in the long-term incentive plans implemented by the Company. The multiyear variable remuneration is based on the principles governing the new Remuneration Policy. The CEO is currently a beneficiary of the following long-term incentive plans.

Performance Shares Plan

On 16 February 2024, upon a proposal from the Appointments and Remuneration Committee, the Board of Directors approved a new long-term incentive plan labelled the Performance Shares Plan (the "PS Plan"), which was to be applied from the approval of the new Remuneration Policy by the shareholders at the General Shareholders' Meeting 2024.

Pursuant to the PS Plan, the CEO will be able to receive multiyear variable remuneration payable both in cash and via the delivery of shares of the Company, following the completion of a certain target measurement period and depending on the level of achievement of those targets.

The PS Plan operates in overlapping cycles of three (3) years, starting on 1 January of the first year and ending on 31 December of the third year (the "Accrual Period"). At the start of each cycle, the Company will award the CEO a certain number of performance shares, each of which will be equivalent to a share of Almirall or to its market value on the PS Plan settlement date (the "Performance Shares"). The Performance Shares do not give their holder the status of a shareholder of the Company or any political or economic rights linked to that status.

The initial number of Performance Shares is the result of dividing the target annual amount allocated to the CEO (set at 775,000 euros) by the average price of Almirall's shares for the first 10 days of trading in the corresponding financial year. The number of Performance Shares that will vest at the end of each accrual period will range from 70% to 150% of the Performance Shares initially awarded depending on the level of achievement of certain targets set by the Board of Directors upon a proposal from the Appointments and Remuneration Committee. The setting of the final number of Performance Shares between the lower and upper limits of the range will depend on the level of achievement of the targets set for the PS Plan, with a required minimum achievement level of 70%. The maximum number of Performance Shares will accrue if the target achievement level is equal to 150%.

The final Performance Shares will vest at the end of the Accrual Period provided that: (i) the CEO maintains his link with the Company, regardless of whether the relationship is commercial or employment-based and independently of whether he performs executive duties, without prejudice to the applicable exceptions of suspension or removal from office; and (ii) the CEO has attained a minimum achievement level of 70% of the targets set.

The PS Plan will be settled at the end of March in the year following the end of the Accrual Period, as follows:

  • (i) 40% of the Performance Shares will be settled in cash for an amount corresponding to the average value of the Company's share price during the 10 trading days following publication of the Company's annual results corresponding to the last financial year of the Accrual Period. The amount accrued in cash may not exceed three times the market value on the date of settlement of the Almirall shares corresponding to the final number of Performance Shares.
  • (ii) 60% of the Performance Shares will be settled in Almirall shares, with one share delivered for each Performance Share vesting at the end of the period. If for operational, administrative or legal reasons the Company cannot settle part or all of the Performance Shares in shares, the Company may choose to settle such amount in cash.

The PS Plan establishes: (i) a clawback clause pursuant to which the Company could reclaim part or all of the sums received by the CEO under the PS Plan in the event of serious misconduct or when negative financial results are obtained in the two (2) years following settlement; and (ii) a lock-up clause pursuant to which the CEO must retain ownership of the Company's shares received under the PS Plan for a period of three (3) years following delivery, unless the market value of the shares is equal to twice his annual Fixed Remuneration at the times of transfer.

Additionally, in the event that a takeover bid is authorised for the shares of Almirall and its acceptance period ends during the retention period, the CEO may accept the bid for part or all of his shares.

The PS Plan includes a series of general provisions in relation to: (i) changes of control at the Company; (ii) adjustment clauses in the event of corporate transactions that significantly alter the financial metrics used as a basis to calculate the number of Performance Shares; (iii) termination of the CEO's relationship with the Company before the end of the applicable Accrual Period; and (iv) suspension of the CEO's relationship with the Company for a period in excess of three months before the end of the applicable Accrual Period.

The conditions regarding range of achievement are divided into the following metrics: (i) relative total shareholder return (35%); (ii) Cumulative EBITDA (35%); (ii) satisfaction of Company employees (7.5%); (iv) direct reduction of the Company's carbon footprint (7.5%); (v) research and development (R&D) innovation roadmap (15%). These targets, their relative weighting and their evaluation process may be reviewed by the Appointments and Remuneration Committee and subsequently submitted for the approval of the Board of Directors on an annual basis.

Stock Equivalent Units Plan (SEU Plan)

Before the implementation of the PS Plan, the CEO was the beneficiary of the Stock Equivalent Units Plan (the "SEU Plan"), whose operation, terms and conditions are described in the Company's Annual Director Remuneration Report for financial year 2023.

The CEO received a provisional number of 72,995 SEUs in financial year 2023. The final number of SEUs awarded in 2024 after the target measurement period was 73,251 SEUs. The SEUs will vest and settle in 2027, subject to the CEO maintaining an employment or business relationship with the Company. As a result, despite the fact that the SEU Plan is no longer in effect and no more SEUs will accrue pursuant to the SEU Plan, there will be an overlap in the settlements arising from the SEU Plan and those under the current PS Plan. In this regard, the Performance Shares that accrue with respect to the 2024-2026 period will be settled, if applicable, in March 2027, in which year the SEUs that have accrued with respect to the 2023- 2024 period will also be settled.

A1.2 Relative importance of variable remuneration items in comparison to fixed items (remunerative mix) and which criteria and targets have been taken into account in the determination thereof and to ensure an appropriate balance between the fixed and variable remuneration components. In particular, state the actions taken by the company about the remuneration scheme to reduce exposure to excessive risks and align it with the company's long-term objectives, values and interests, which will include (where applicable) a reference to measures established to ensure that the remuneration policy takes into account the company's long-term results, the measures adopted concerning those categories of staff whose professional activities have a material impact on the entity's risk profile and any measures established to avoid conflicts of interest.

Also state whether the company has established any accrual or consolidation period for certain variable remuneration items, in cash, shares or other financial instruments, a deferral period in the payment of sums or delivery of financial instruments already accrued and consolidated, or whether any clause has been agreed for the reduction of deferred remuneration not yet consolidated or obliging the director to return remuneration received when said remuneration has been based on information whose inaccuracy has subsequently been clearly established.

Only executive directors are entitled to receive a variable component of remuneration, and the CEO is the only member of the Board of Directors who receives variable remuneration. As stated in section A.1.1 above, the CEO's variable remuneration is based on the principles of the new Remuneration Policy and it takes into account the components described below:

  • (a) Variable annual remuneration: includes the annual Bonus payable in cash, which accrues throughout the financial year with which it is linked and whose amount and payment are approved by the Board of Directors upon a proposal from the Appointments and Remuneration Committee at financial year-end.
  • (b) Multiyear variable remuneration: includes the PS Plan, which operates in overlapping cycles each with a duration of three years, and whose amount depends on performance during the financial years covered by each accrual period.

In relation to the remuneration mix, the CEO's fixed remuneration is set at 775,000 euros. In addition, the CEO's remuneration in kind includes: life insurance and a company vehicle (although in relation to the latter, the CEO has opted to receive an amount in lieu of the car allowance), the aggregate amount of which was 17,098.60 euros in 2024. The Company has also taken out civil liability insurance for its directors. The total value of the fixed components of the CEO's remuneration, in cash and in kind, hence amounts to 792,098.60 euros.

The variable remuneration components amount, (i) in the case of the Bonus, to a maximum amount of 150% of the target base (which may be increased or decreased by up to 20% by application of the EBITDA multiplier), which is set by the Board of Directors for each financial year during the first five months of the year, and amounts to between 50% and 100% of the fixed remuneration. For financial year 2024, this percentage has been set at 90%, which may result, in a scenario of over-achievement of objectives, in a maximum amount of 1,046,250 euros, which may be adjusted in accordance with the EBITDA multiplier by up to 20%, with the Bonus hence potentially reaching a maximum amount of 1,255,500 euros; and (ii) in the case of the PS Plan, a maximum amount of 150% of the target base, amounting to 775,000 euros, potentially resulting in a maximum amount of 1,162,500 euros. The total value of the variable components of the CEO's remuneration if the maximum level of target achievement is achieved hence amounts to 2,418,000 euros.

As a result, the maximum variable items approved for the CEO could represent up to approximately 305.27% of the fixed items. This percentage is the result of dividing the aggregate variable amount of 2,418,000 euros by the aggregate fixed amount of 792,098.60 euros.

In relation to the PS Plan, the CEO is subject to clawback and lock-up clauses, as explained in section A.1.1.

One of the main duties of the Appointments and Remuneration Committee is to analyse, select and propose the variable remuneration targets and metrics for the CEO. Within the framework of the new Remuneration Policy, these targets are regularly reviewed to ensure that they are sufficiently demanding and aligned with the development of the Company and represent measurable and quantifiable targets, and their weightings and achievement levels are approved during the initial months of each financial year taking into account factors including the economic context, the strategic plan, historical analyses, the Company's budget, and investor and analyst expectations or consensus. The Appointments and Remuneration Committee monitors these targets throughout the variable remuneration accrual period and evaluates their final achievement level at the end of that period.

A.1.3 Amount and nature of the fixed components to be accrued during the financial year by directors in their capacity as such.

As stated in the preceding sections, the various directors receive the following fixed annual remuneration in their capacity as such within the framework of the new Remuneration Policy approved at the last General Shareholders' Meeting on 10 May 2024:

  • (a) Executive directors: 45,000 euros.
  • (b) Proprietary directors: 60,000 euros.
  • (c) Additional remuneration for the Chair of the Board of Directors: 45,000 euros.
  • (d) Additional remuneration for the Vice-Chair of the Board of Directors: 50,000 euros.
  • (e) Independent and other external directors: 100,000 euros.
  • (f) Additional remuneration for directors when members of the Audit Committee, the Appointments and Remuneration Committee or the Dermatology Committee: 40,000 euros per committee.
  • (g) Additional remuneration for directors when chairing the Audit Committee, the Appointments and Remuneration Committee or the Dermatology Committee: 5,000 euros per committee.

The Board of Directors may review the fixed annual remuneration to be received by the directors in their capacity as such within the maximum annual limit established for the Board of Directors as a whole. The Board may also award directors an additional fixed allowance for membership of other committees or the performance of other roles currently existing on the Board or which exist in the future. In particular, the Board may resolve to remunerate directors for their duties as members of the Governance Committee, for chairing the Governance Committee or for performing the role of coordinating independent director.

The CEO has waived his additional remuneration for membership of the Dermatology Committee.

In addition, the Company shall assume the payment of the directors' liability insurance premium, according to normal market conditions and in accordance with the Company's circumstances.

A.1.4 Amount and nature of fixed components that will be accrued during the

financial year for the performance of senior management duties by executive directors.

As stated in section A.1.1 above, within the CEO's remuneration mix, the part applicable to fixed remuneration for the current financial year will amount to 775,000 euros per annum for the performance of his duties as CEO.

In addition, the CEO receives 90,000 euros per annum for the performance of his duties as Chair of the Board of Directors (45,000 euros) and membership of the board of directors with the classification of executive director (45,000 euros).

The CEO may receive other remuneration and certain remuneration in kind. The CEO's remuneration in kind includes life insurance and a company car (although in relation to the latter, the CEO has opted to receive an amount in lieu of the car allowance). In addition, the Company has taken out liability insurance for its directors.

A.1.5 Amount and nature of any component of remuneration in kind that will be accrued during the financial year, including but not limited to insurance premiums paid on behalf of the director.

As stated, the CEO will receive certain components of remuneration in kind, including life insurance. The Company will also make a company vehicle available to the CEO on the terms established for senior positions, which he is permitted to use for non-professional purposes. The Company will be responsible for insuring and maintaining the vehicle and will reimburse reasonable fuel costs. The CEO may elect to receive an amount as part of his fixed remuneration in lieu of a company car allowance. In addition, the Company has taken out liability insurance for its directors.

A.1.6 Amount and nature of variable components, differentiating between short and long term. Financial and non-financial, including social, environmental and climate change parameters selected to determine variable remuneration in the current year, describing the extent to which these parameters are related to performance, both of the director and of the company, together with their risk profile, and the methodology, necessary period and the techniques established to determine the degree of compliance with the parameters used in the design of the variable remuneration at the end of the year.

State the range in monetary terms of the different variable components, based on the level of achievement of established targets and parameters, and whether there is any absolute maximum monetary amount.

As stated above, the CEO is the only member of the Board of Directors who receives variable remuneration.

According to the CEO's services agreement and within the framework of the new Remuneration Policy, his variable remuneration comprises the following:

(a) Annual bonus: the CEO will receive variable annual remuneration (Bonus) payable in cash, the amount of which will depend on the level of achievement of a series of targets established by the Board of Directors upon a proposal from the Appointments and Remuneration Committee, and which will be adjusted in accordance with a multiplier that is linked to the amount of the Company's EBITDA for the relevant financial year. The Bonus target amount will be a percentage ranging from 50% to 100% of the CEO's fixed remuneration. This percentage has been set at 90% for financial year 2024, representing a Bonus target amount of 697,500 euros. The base target will be adjusted based on the level of achievement, ranging from 0% to 150%, of the targets set by the Board of Directors for each financial year, with a potential amount of 1,046,250 euros in a scenario of overachievement of the established targets. This amount will be adjusted in accordance with a multiplier linked to EBITDA for the specific financial year, which can increase the result by up to 20%, with the Bonus amount therefore potentially reaching a maximum of 1,255,500 euros.

The targets whose achievement level determines the final Bonus amount are set by the Board of Directors upon a proposal from the Appointments and Remuneration Committee, at the beginning of each year. The targets set for 2024 were related and linked to the Company's objective results, with a weighting of 100% of the Bonus target amount. The targets linked to objective results are divided into four categories: (i) business results, with a weighting of 70%, which is in turn divided into net sales (30%) and launch of Ebglyss and Ilumetri Growth Plan (40%); (ii) innovation roadmap, with a weighting of 10%; sustainability, with a weighting of 10%; and cultural transformation, with a weighting of 10%.

During 2025, the CEO will receive the Bonus amount corresponding to financial year 2024, which will amount to approximately 826,086 euros. The Bonus will be paid to the CEO in cash at the end of March 2025, together with the fixed monthly salary payment corresponding to that month.

(b) Performance Shares Plan: Under the PS Plan, the Company will award the CEO a certain number of Performance Shares resulting from dividing the annual target amount allocated to the CEO, which amounts to 775,000 euros, by the average listing price of the Company's shares during the first 10 trading days in the corresponding financial year.

The number of Performance Shares that will vest at the end of each Accrual Period will range from 70% to 150% of the Performance Shares initially awarded, depending on the degree of achievement of certain targets established by the Board of Directors upon a proposals from the Appointments and Remuneration Committee during the Accrual Period. The targets are as follows:

  • (i) Relative Total Shareholder Return ("RTSR"): this indicator will have a weighting of 35%. The RTSR indicator measures, over a period of three (3) years, the total return for shareholders of Almirall compared to total shareholder return for a group of benchmark companies in the sector (Ipsen, UCB, Orion, Recordati, Lundbeck, Rovi and Grifols). Within this 35%, the achievement level will be 70% if Almirall's RTSR is in fourth place compared to the benchmark group, 100% if Almirall's RTSR is in third place, 125% if Almirall's RTSR is in second place and 150% if Almirall's RTSR is in first place. The RTSR indicator will be zero if Almirall is ranked below fourth.
  • (ii) Cumulative EBITDA: this indicator will have a weighting of 35%. Cumulative EBITDA is defined as the cumulative value of earnings before interest, taxes, depreciation and amortisation in the period between 1 January of the first year of the Accrual Period and 31 December of the last year of the Accrual Period, thereby capturing the cumulative value for the whole cycle. Within this 35%, Cumulative EBITDA will range from 70% to 150% depending on the achievement of certain EBITDA thresholds throughout the Accrual Period. The intermediate achievement values will be weighted by interpolation of the values established between the corresponding levels.
  • (iii) Satisfaction of Almirall employees ("eSat"): this indicator will have a weighting of 7.5%. The eSat indicator takes into account Almirall's social impact by evaluating the employee satisfaction level, which is measured through internal surveys at the Company. Within this 7.5%, eSat will range from 70% to 150% depending on the scores obtained in the eSat survey, with 70% achieved if the eSat score is 74 points, 100% if eSat is 79 points and 150% if eSat is 81 points or higher. The eSat indicator will be zero if the eSat score is below 74 points. The intermediate achievement values will be weighted by interpolation of the values established between the corresponding levels.
  • (iv) Direct reduction of carbon footprint: this indicator will have a weighting of 7.5%. This indicator measures the level of reduction in Almirall's carbon footprint arising from internal sources and electricity supplied. Reductions are measured compared to the 2019 benchmark level and calculated according to Greenhouse Gas Protocol Standards. Within this 7.5%, direct reduction of carbon footprint will range from 70% to 150% depending on the level of reduction. An achievement level of 70% will be reached if carbon footprint is reduced by 12%, with 100% achievement if carbon footprint is reduced by 18% and 150% achievement if carbon footprint is reduced by 25%. The direct reduction of carbon footprint indicator will be zero if carbon footprint is reduced by less than 12%.
  • (v) R&D innovation roadmap: this indicator will have a weighting of 15%. This indicator measures the degree of progress in Almirall's research and development activities, based on the number of regulatory milestones achieved in each project developed by the Company. This indicator will be divided in turn into sub-indicators that will reflect specific aspects of each project, with each indicator ranging from 70% to 150%. A minimum number of milestones will be established for each sub-indicator and if this minimum is not achieved, the value of the sub-indicator will be zero.

A minimum achievement level of 70% of the targets set will be required for the Performance Shares to vest at the end of the accrual period, with a maximum achievable level of 150% in an overachievement scenario. Any intermediate achievement levels will be weighted by interpolation of the values established between the corresponding levels.

These targets, their relative weighting and their evaluation process may be reviewed by

the Appointments and Remuneration Committee and subsequently submitted for the approval of the Board of Directors.

The Performance Shares under the PS Plan will be settled at the end of March of the year following the end of the accrual period, provided that: (i) the CEO maintains his relationship with the Company, regardless of whether it is commercial or employmentbased, and independently of whether or not he is performing executive duties; and (ii) he has achieved the aforementioned minimum achievement level of 70% of the established targets.

In financial year 2024, the Company awarded the CEO an initial amount of 89,803 Performance Shares (the result of dividing the target amount by Almirall's average share listing price of 8.63 euros). The final number of Performance Shares will vest following the end of the three-year accrual period corresponding to the first cycle of the PS Plan on 31 December 2026, in view of the level of achievement of the aforementioned targets. The final number of vested Performance Shares will be settled in March 2027.

A.1.7 Main features of long-term savings schemes. Among other information, state the contingencies covered under the schemes, whether they are defined-contribution or defined-benefit, the annual contribution to be made to defined-contribution schemes, the benefit to which beneficiaries are entitled in the case of defined-benefit schemes, the conditions for vesting of economic rights in favour of directors, and the compatibility thereof with any class of payment or indemnity for early termination or cessation or arising from the termination of the contractual relationship on the terms established between the company and the director.

Also state whether the accrual or vesting of any of the long-term savings plans is linked to the achievement of certain targets or parameters related to the director's short- and long-term performance.

Not applicable.

A.1.8 Any class of payment or indemnity for early termination or cessation or arising from the termination of the contractual relationship on the terms established between the company and the director, whether the cessation is at the will of the company or the director, as well as any class of agreement entered into, such as exclusivity, post-contractual non-compete, continuance in office or loyalty agreements, that entitle the director to any payment.

The services agreement with the CEO establishes that Mr Gallardo Piqué will be entitled to gross severance pay equivalent to 100% of his fixed annual remuneration provided that: (i) the agreement is terminated at the end of any of the successive annual extensions to the initial effective period of two years; (ii) the agreement is terminated by mutual consent or unilaterally by the Company, provided that such termination occurs as from the third effective year of the agreement; or (iii) the agreement is terminated unilaterally by the CEO, but only if that termination is the result of (a) the Company's serious and wilful breach of the obligations included in the relevant agreement, or (b) the change of control of the Company, assignment or disposal of all or a significant part of its business or assets and liabilities to a third party, or its becoming part of another business group. On an exceptional basis, the CEO will not be entitled to the aforementioned severance pay in cases (i) and (ii) where Mr Gallardo Piqué retains a commercial or employment-based relationship with the Company. Nor will the CEO be entitled to receive the aforementioned severance pay due to termination by mutual consent or unilaterally by the Company when such termination is due to the CEO's serious breach of his legal or bylaw-mandated duties and obligations, of the internal rules of the Company or of the Almirall Group, of instructions issued by the Board of Directors, or of the obligations established in his services agreement.

Beyond the foregoing, the relevant agreement does not include other undertakings such as exclusivity, post-contractual non-compete and retention or loyalty clauses that would entitle the director to any form of payment.

A.1.9 State the terms and conditions that must be included in the contracts of executive directors performing senior management duties. Include information regarding, among others, the term, limits on termination compensation amounts, continuance in office clauses, notice periods, and payment in lieu of the aforementioned notice periods, and any other clauses relating to hiring bonuses, as well as compensation or golden parachutes due to early termination of the contractual relationship between the company and the executive director. Include among other things any non-compete, exclusivity, continuance in office or loyalty, and post-contractual non-compete clauses or agreements, unless they have been explained in the preceding sub-section.

As a continuation of the statements in the previous section, the following information is added in this section:

  • (a) Period: two years. Following the first two years for which the agreement is in effect, it will be successively extended for annual periods unless either of the parties notifies the other, giving 30 days' notice prior to the end of any of its extensions, of their intention to terminate the agreement.
  • (b) Notice period: the agreement can be terminated at the sole discretion of the Company or the CEO at any time by means of written notice sent to the other party at least one month in advance of termination.

A.1.10 Explain the nature and estimated amount of any other supplementary remuneration that will be accrued by the directors during the current financial year as consideration for services provided other than those inherent to their position.

Certain directors invited to the Strategic Review Meeting, if held in the current financial year, may receive remuneration for their participation in this event.

A.1.11 Other remuneration items such as any deriving from the company granting the director advances, loans, guarantees or other remuneration.

Not applicable.

A.1.12 Explain the nature and estimated amount of any other scheduled supplementary remuneration not included in the preceding sub-sections, whether paid by the entity or another entity of the group, that will be accrued by the directors during the current financial year.

Not applicable.

  • A.2 Explain any significant changes in the remuneration policy applicable to the current financial year arising from:
    • − A new policy or an amendment to the policy previously approved by the shareholders at the General Meeting.
    • − Significant changes in the specific determinations established by the board for the current financial year for the current remuneration policy, in comparison with those applied in the preceding financial year.
    • − Proposals that the board of directors has resolved to present to the shareholders at the general shareholders' meeting to which it will submit this annual report and which are proposed to be applied to the current financial year.

Not applicable.

.

A.3 Provide a direct link to the document featuring the company's current remuneration policy, which must be made available on the company's website.

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A.4 Taking into account the information provided in section B.4, explain how the shareholders' votes at the general meeting at which the annual remuneration report for the previous financial year was submitted for a consultative vote have been taken into account.

At the General Shareholders' Meeting for financial year 2024, 82.06% of votes cast out of the total shareholders in attendance in person and by proxy were in favour of the resolution regarding the consultative vote on the Annual Director Remuneration Report, representing an increase of approximately 3.5 percentage points compared to the percentage achieved in 2023. This increase reflects more support for the remuneration policies applied for the Board of Directors, which are subject to continuous review and improvement by the Company, always taking into account the comments and suggestions of the Company's shareholders, proxy advisors and various stakeholders. In this regard, this Annual Remuneration Report reflects the application of the new Remuneration Policy approved by the shareholders at the Company's General Shareholders' Meeting on 10 May 2024, which was prepared based on the best market standards in terms of corporate governance and also taking into account the feedback and recommendations of the Company's shareholders, proxy advisors and various stakeholders, responding to the main concerns expressed by shareholders in previous years. In this regard, the main reason for dissent on the part of Almirall's shareholders on the Annual Remuneration Report was the participation of the CEO in the SEU Plan which, as indicated above, has been replaced by the PS Plan, the design and operation of which is aligned with best market practices in corporate governance. Almirall restates its commitment to maintain a fluid relationship with the different actors in the market and to take into account their concerns and expectations when preparing the annual report on remuneration of the members of the Company's board of directors and submitting it for approval at the General Shareholders' Meeting.

BOVERALL SUMMARY OF THE APPLICATION OF THE REMUNERATION POLICY DURING THE LAST FINANCIAL YEAR

B.1 .1 Explain the process followed to apply the remuneration policy and determine the individual remuneration outlined in section C of this report. This information will include the role of the remuneration committee, the decisions taken by the board of directors and, if applicable, the identity and role of external advisors whose services have been used in the process of applying the remuneration policy during the last financial year.

In accordance with the provisions of the Regulations of the Company's Board of Directors, it is for the Appointments and Remuneration Committee to propose to the Board of Directors the policy for the remuneration of directors and other senior managers or those who perform their senior management duties and directly report to the board, executive committees or executive directors, as well as the individual remuneration and other contractual conditions of the executive directors, and to endeavour to ensure the observance thereof. For its part, the Board of Directors is responsible for proposing the policy on remuneration of members of the Board of Directors to the shareholders at the General Shareholders' Meeting, and they are responsible for approving it.

In financial year 2023, Mr Carlos Gallardo Piqué was ratified in the position of CEO that he had held on an interim basis since November 2022. As a result of his ratification and within the framework of the then-applicable remuneration policy (approved by the Company's shareholders at the General Shareholders' Meeting 2022), on 5 May 2023 a series of changes to his services agreement were approved, details of which are included in the Annual Remuneration Report for financial year 2023, and which remain effective at the present date.

Additionally, in the exercise of its duties and upon a proposal from the Appointments and Remuneration Committee, the Board of Directors resolved at its meeting held on 16 February 2024 to increase the remuneration received by directors of the Company in their capacity as such within the current maximum limit of remuneration of the members of the Board of Directors, which was approved by the shareholders at the General Shareholders' Meeting 2022 and has not been amended. A benchmark study of the level of annual remuneration of board members at Spanish listed companies, including all of the companies making up the Ibex 35 index, was taken into account in order to implement this increase.

Almirall's shareholders approved a new Director Remuneration Policy at the General Shareholders' Meeting held on 10 May 2024. The new policy maintained the remuneration conditions previously established for the CEO as a result of the amendment to his contract following his ratification as CEO and introduced the new Performance Shares Plan, a new multiyear variable remuneration system applicable to the CEO, which replaced the SEU Plan in effect until that time. The new Remuneration Policy also reflects the aforementioned increase in the remuneration received by the directors in their capacity as such.

As a result, two remuneration policies were applied consecutively during financial year 2024. From 1 January to 9 May 2024, the remuneration policy approved by the Company's shareholders at the General Shareholders' Meeting 2022 was in effect, and the new Remuneration Policy, approved by the shareholder at the General Shareholders' Meeting on 10 May 2024, was in effect from 10 May 2024 to 31 December 2024

The amounts and items received by the directors during financial year 2024 pursuant to the above may be summarised as follows:

1. Remuneration of the directors in their capacity as such

The directors received a fixed sum in their capacity as such. Additionally, the relevant directors received additional gross annual remuneration for being members of the Audit, Appointments and Remuneration, or Dermatology Committees, and the corresponding directors also received additional gross annual remuneration for their work as chairs of the foregoing committees (in addition to their remuneration for membership of the corresponding committee). The positions of Chair and Vice-Chair of the Board of Directors were also remunerated with a fixed gross annual amount for the performance of those duties. Board members who are part of the Governance Committee, or also chair it where applicable, as well as the coordinating independent director, did not receive remuneration for such work during 2024. Moreover, the CEO waived his additional remuneration as a member of the Dermatology Committee.

During financial year 2024, with effects from the General Meeting held on 10 May 2024, Sir Tom McKillop resigned as a director of the Company within the category of other external director, and hence also from his positions of Vice-Chair of the Company's Board of Directors and member of the Appointments and Remuneration Committee. The shareholders at the aforementioned General Meeting also approved the appointment of Ms Eva Abans and Mr Ugo Di Francesco as independent directors of the Company. Additionally, at the Board meeting on 10 May 2024, Ms Eva Abans was appointed member and chair of the Audit Committee, Mr Ugo Di Francesco was appointed member of the Appointments and Remuneration Committee, and Mr Enrique de Leyva Pérez was appointed Vice-Chair of the Board (ceasing to be chair of the Audit Committee).

In addition, the Company shall assume the payment of the directors' liability insurance premium, according to normal market conditions and in accordance with the Company's circumstances.

The amounts received by each director in their capacity as such and for their membership of any committees during 2024 are reflected in the tables in section C of this Report:

(a) External directors:

– Sir Tom McKillop: 95,000 euros, comprising 60,000 euros in his capacity as an external director, 15,000 euros for his position as Vice-Chair of the Board and 20,000 euros for his membership of the Appointments and Remuneration Committee.

(b) Proprietary directors:

– Mr Antonio Gallardo Torrededía: 100,000 euros, comprising 60,000 euros in his capacity as a proprietary director and 40,000 euros for his membership of the Audit Committee.

(c) Independent directors:

  • Dr Karin Dorrepaal: 140,000 euros, comprising 100,000 euros in her capacity as an independent director and 40,000 euros for her membership of the Audit Committee.
  • Dr Seth J. Orlow: 145,000 euros, comprising 100,000 euros in his capacity as an independent director and 45,000 euros for his membership and chairmanship of the Dermatology Committee.
  • Mr Enrique de Leyva Pérez: 173,791.20 euros, comprising 100,000 euros in his capacity as an independent director, 32,005.49 euros for his position as Vice-Chair of the Board during the period in which he held his position and 41,785.71 euros for his membership and chairmanship of the Audit Committee during the period in which he held his position.
  • Dr Alexandra B. Kimball: 140,000 euros, comprising 100,000 euros in her capacity as an independent director and 40,000 euros for her membership of the Dermatology Committee.
  • Ms Eva-Lotta Allan: 145,000 euros, comprising 100,000 euros in her capacity as an

independent director and 45,000 euros for her membership and chairmanship of the Appointments and Remuneration Committee.

  • Mr Ruud Dobber: 140,000 euros, comprising 100,000 euros in his capacity as an independent director and 40,000 euros for his membership of the Appointments and Remuneration Committee.
  • Mr Ugo Di Francesco: 89,615.39 euros, comprising 64,010.99 euros in his capacity as an independent director and 25,604.4 euros for his membership of the Appointments and Remuneration Committee.

Additionally, it is stated that Mr Ugo Di Francesco received 23,626.37 euros and 9,450.55 euros, respectively, for attending meetings of the Board of Directors and of the Appointments and Remuneration Committee as a guest and prior to his appointment as a director of the Company.

  • Ms Eva Abans Iglesias: 92,815.93 euros, comprising 64,010.99 in her capacity as an independent director, 28,804.95 euros for her membership and chairmanship of the Audit Committee.
  • (d) Executive directors:
    • Mr Carlos Gallardo Piqué: 90,000 euros, comprising 45,000 euros in his capacity as an executive director and 45,000 euros in his capacity as Chair. The CEO has waived his additional remuneration as a member of the Dermatology Committee.

2. Remuneration of the CEO

The CEO was remunerated as follows for the performance of his executive duties: (i) fixed remuneration in the amount of 775,000 euros, corresponding to the performance of his duties as CEO; (ii) an annual Bonus amount accrued in 2024 and payable in 2025 of 826,086 euros; and (iii) 89,803 initial Performance Shares delivered in 2024, whose final number will vest, if applicable, in 2026, depending on the target achievement level during the Accrual Period corresponding to the first cycle of the PS Plan and which will be payable, if applicable, in 2027.

In addition, the CEO received certain components of remuneration in kind, including life insurance and a company car (although in relation to the latter, the CEO has opted to receive an amount in lieu of the car allowance), amounting to EUR 17,098.6. The Company has also taken out civil liability insurance for its directors.

B.1.2 Explain any deviations from the procedure established for the application of the remuneration policy that have occurred during the financial year.

There has been no deviation from the established procedure.

B.1.3 Please disclose whether any temporary exceptions to the remuneration policy have been applied and, if so, explain the exceptional circumstances that have led to the application of these exceptions, the specific components of the remuneration policy affected and the reasons why the company considers that these exceptions have been necessary to serve the long-term interests and sustainability of the company as a whole or to ensure its viability. Please quantify the impact that the application of these exceptions has had on the remuneration of each director during the year.

No temporary exceptions have been applied.

B.2 Explain the different actions taken by the company concerning the remuneration scheme and how they have contributed to reducing exposure to excessive risk and aligning the system to the company's long-term objectives, values and interests, including a reference to the measures taken to ensure that the accrued remuneration has taken into account the company's long-term results and an appropriate balance has been achieved between the fixed and variable remuneration components, what measures have been taken about those categories of staff whose professional activities have a material impact on the entity's risk profile, and what measures have been taken to avoid conflicts of interest if any.

The Company's different actions taken in relation to the remuneration system to reduce exposure to excessive risks and adjust it to the Company's targets, values and long-term interests have been stated in section A.1 of this report.

In terms of the CEO's remuneration, the current remuneration system gives significant weight to medium and long-term components and to variable components, as opposed to fixed remuneration. In terms of the balance between the fixed and variable components of remuneration, we refer to the explanation of the remuneration mix included in section A.1.2 of this report.

B.3 Explain how remuneration accrued and consolidated during the financial year complies with the provisions of the current remuneration policy and, specifically, how it contributes to the long-term and sustainable performance of the company.

Also, please report on the relationship between remuneration obtained by directors and results or other short- and long-term performance measures for the entity, explaining where applicable how fluctuations in the company's performance may have influenced fluctuations in director remuneration, including accruals the payment of which is deferred, and how they contribute to the company's short- and long-term results.

During financial year 2024, the remuneration of the directors in their capacity as such and for their performance of executive duties was structured in accordance with the provisions of the framework established in the By-Laws and the remuneration policy in effect at any given time.

Fixed remuneration was paid to the directors in their capacity as such on a quarterly basis, in addition to the sums agreed for the duties of Chair and Vice-Chair of the Board of Directors and of CEO. The variable and multiyear remuneration of the CEO, including the application of the PS Plan, is also in line with the principles established in the remuneration policy in effect at any given time.

The total remuneration accrued by the directors in their capacity as such has not exceeded the upper limit of 2,500,000 euros approved by the shareholders at the Company's General Shareholders' Meeting held in May 2022, which has not been amended, and which is set forth in the remuneration policy in effect at any given time.

The applicable remuneration policy establishes the remuneration of each category of director, taking into account the duties and responsibilities allocated to each of them, whether they are members or chairs of Board committees and other objective circumstances. In the opinion of the Appointments and Remuneration Committee, the remuneration amounts paid to the directors in their capacity as such, which as previously stated were updated in February 2024, are competitive in comparison with those paid by other listed companies that are comparable to Almirall.

The remuneration of the directors pursuant to the applicable remuneration policy is reasonably proportionate to the position of the Company, its financial position, the market standards in terms of remuneration levels for comparable Spanish companies and the dedication of the Company's directors, maintaining an adequate balance among the various remuneration components and fostering the Company's long-term profitability and sustainability, incorporating the required safeguards to avoid an excessive assumption of risks or the rewarding of unfavourable results. This ensures that the interests of the directors are aligned with those of the Company and its shareholders, without compromising the independence of the directors.

In addition, the CEO's remuneration maintains a reasonable balance between fixed and variable components. The variable remuneration (both the Bonus and the PS Plan) is linked to the achievement of specific targets, taking into account the medium and long term and contributing to the sustainable long-term performance of the Company.

The CEO's remuneration in kind is also aligned with the customary range for the market and sector in which the Company does business.

B.4 Report on the result of the consultative vote of the shareholders at the general meeting on the annual report on remuneration for the previous financial year, stating the number of abstentions and negative, blank and affirmative votes cast in respect of such report:

Number % of total
Votes cast 165,503,608 79.03
Number % of total
Negative votes 29,356,294 17.73
Votes in favour 135,815,730 82.06
Blank votes ----- -----
Abstentions 331,584 0.20
Comments

B.5 Explain how the fixed components accrued and consolidated during the financial year by the directors in their capacity as such have been determined, their relative proportion for each director and how they have varied with respect to the previous year

The fixed components of director remuneration, including their relative proportion for each director, are in line with the explanations in sections A.1 and A.1.3.

With respect to the previous financial year and upon a proposal from the Appointments and Remuneration Committee, Almirall's Board of Directors resolved at its meeting on 16 February 2024 to increase the remuneration received by its directors in their capacity as such, within the maximum limit established in the old Remuneration Policy. This increase has been reflected in the new Remuneration Policy, which has been in effect since its approval on 10 May 2024.

During 2024, therefore: the fixed remuneration of executive directors increased by 10,000 euros; that of proprietary directors increased by 10,000 euros; that of independent and external directors increased by 10,000 euros; and that of executive directors increased by 15,000 euros, all compared to the previous year. Additional remuneration for membership of the Audit, Appointments and Remuneration, and Dermatology Committees increased by 10,000 euros, and remuneration for chairing any of those committees increased by 5,000 euros, all compared to the remuneration received in the previous year.

Additionally, during financial year 2024, several changes took place within the Board of Directors and the composition of its committees, as described in section B.1.1.

B.6 Explain how the salaries earned and consolidated, during the year ended, by each of the executive directors for the performance of management functions have been determined, and how they have varied with respect to the previous year.

The fixed salary accrued by the CEO is in line with his corresponding services agreement, as in force at any given time, and as established in the current Remuneration Policy.

In 2024, the CEO's fixed remuneration was set at 775,000 euros per annum, the same amount as in the previous year.

B.7 Explain the nature and main features of the variable components of the remuneration schemes accrued and consolidated during the last financial year.

In particular:

  • a) Identify each remuneration scheme that has determined the different items of variable remuneration accrued by each director during the last financial year, including information on their scope, date of approval, implementation date, conditions for vesting if any, accrual and validity periods, criteria that have been used to evaluate performance and how it has impacted on the setting of the accrued variable amount, as well as the measurement criteria used and the period required to be able to properly measure all the stipulated conditions and criteria, explaining in detail the criteria and factors applied in terms of the time required and the methods to verify that the performance or other conditions to which the vesting of each component of variable remuneration was linked have been actually met.
  • b) In the case of schemes involving share options or other financial instruments, the general features of each plan are to include information on the conditions for acquiring unconditional ownership thereof (consolidation) and for being able to

exercise said options or financial instruments, including the price and exercise period.

  • c) Refer to each director and their classification (executive director, proprietary external director, independent external director or other external directors), if they are beneficiaries of remuneration schemes or schemes that incorporate variable remuneration.
  • d) If applicable, report on the established payment accrual, vesting or deferral periods of consolidated amounts that have been applied and/or periods for withholding/nondisposal of shares or other financial instruments, if any.

Explain the short-term variable components of the remuneration schemes

The variable remuneration is only applicable to Mr Carlos Gallardo Piqué, in his capacity as CEO. In particular, the short-term variable components are specified in the annual Bonus.

The current CEO receives variable annual remuneration (Bonus). The Target Bonus Amount, which would be the amount corresponding to the achievement of 100% of the targets, will be set by the Board of Directors for each financial year during the first five months of the year, and will amount to between 50% and 100% of the fixed remuneration of the Chief Executive Officer, having been set at 90% for the financial year 2024.

The Target Bonus Amount is adjusted based on the achievement level ranging from 0% to 150% of the targets set by the Board of Directors for each financial year, and it could hence amount to 1,046,250 euros in a scenario of overachievement of the established targets. Finally, this amount will be adjusted in accordance with a multiplier linked to the Company's EBITDA for the specific financial year, which could result in the Bonus amount increasing (or decrease, as the case may be) by up to 20% and therefore reaching a maximum of 1,255,500 euros.

For financial year 2024, upon a proposal from the Appointments and Remuneration Committee, the Board of Directors set certain targets that were related and linked to the Company's objective results, with a weighting of 100% of the Bonus target amount. The targets linked to objective results are divided in turn into: business results, with a weighting of 70% (which is further divided into net sales level (30%), and launch of Ebglyss and Ilumetri Growth Plan (40%)); innovation roadmap, with a weighting of 10%; sustainability, with a weighting of 10%; and cultural transformation, with a weighting of 10%.

The evaluation of the degree of achievement of the aforementioned targets in the financial year 2024 accrual period produced the following results:

Objective results (100%)

The objective results are further divided into (a) business results, with a weight of 70%; (b) innovation roadmap, with a weight of 10%; (c) sustainability, with a weight of 10%; and (c) cultural transformation, with a weight of 10%.

(a) Business results (70%)

The Board of Directors established three performance measures regarding Almirall's business results to determine the achievement level of this target. The performance measures, their relative weighting and their achievement level in financial year 2024 were as follows:

  • (i) Net Sales: This indicator has a 30% weighting. The figure established as equivalent to a 100% target achievement level was a net sales amount of 989.4 million euros. The net sales figure for financial year 2024 was 985.7 million euros, representing a 99.6% achievement level for this target and a score of 3.
  • (ii) Ebglyss Launch: This indicator has a 30% weighting. The achievement of the following Ebglyss milestones is assessed for this performance measure are related to: (i) net sales targets for 2024, which will have a 30% weighting; (ii) achievement of 20% of certain market share in Germany for Q4, which will have a 45% weighting; and (iii) decision-making on key initiatives, which will have a 25% weighting and are related to a new indication, a new formulation; and the approval of a long-term AD strategy.

All milestones have been achieved on schedule and some have led to an improvement in the conditions established. Consequently, the degree of compliance with this performance measure has been assessed with a 3.

(iii) Ilumetri Growth Plan: This indicator has a 10% weighting. The milestones linked to the Ilumetri growth plan whose achievement is assessed as part of this performance measure and which will lead to a 100% achievement level for this indicator are related to: (i) net sales targets for 2024, which will have a 40% weighting; (ii) growth of market share in IL-23 class, which will have a weighting of 40%; and (iii) decision-making on key initiatives, which will have a 20% weighting and are related to the defence of prices in Germany, the start of the German NIS (Q4 2024) and the approval of the pan-European NIS (Q3 2024) and started before the end of the year, the approval of the LCM strategy by the end of April 2024, the confirmation of the road to 300 million euros and the implementation of the COGS reduction plan.

All milestones were achieved within the established timeframes and some have led to an improvement in the conditions established. As a result, this performance measure received an achievement level score of 3.

(b) Innovation Roadmap (10%)

The Board of Directors established certain performance measures regarding Almirall's research and innovation activities to determine the achievement level of this target. The performance measures, their relative weighting and their achievement level in financial year 2024 are listed below. There will be overachievement of the indicators if they are achieved before the established target or at a higher quality level.

  • a) Tirbanibulin: The milestones for which achievement is assessed in this performance measure relate to dossier approvals in certain jurisdictions and completion of certain studies, with 100% achievement of this indicator if the first milestone is achieved in Q2 2024 and the second milestone is achieved in Q1 2024. Milestones have been achieved in June 2024 and in the second quarter of 2024, respectively.
  • b) Strategic Guidebook Plan: The milestones assessed for achievement in this performance measure relate to certain updates and the presentation of strategic recommendations to the CSDR and the management team. A 100% compliance rate will be achieved for this indicator if both milestones are achieved in Q3 2024. Both targets were achieved in the third quarter of 2024.
  • c) Opportunities BDv: The milestones assessed for achievement relate to the preparation of certain licensing agreements and certain late-stage opportunities being evaluated, with a 100% compliance rate for this indicator if both milestones are achieved by the Q4 2024. Both targets were achieved in the first quarter of 2024.
  • d) Anti-IL-1RAP mAb: The milestone being assessed for achievement in this performance measure relates to enabling drug supply for a certain phase and maximising value, achieving 100% compliance on this indicator if a path forward is presented to the R&DPC by Q2 2024. Target was achieved in the second quarter of 2024.
  • e) IL-2muFc fusion protein: The milestone for which achievement is measured in this performance measure is the completion of a certain phase of a study, achieving 100% compliance on this indicator if the milestone is achieved in Q4 2024. In December 2024 this milestone was achieved.
  • f) Preclinical candidate: progression of pharmaceutical discovery: The performance milestone is for at least one project to advance to an advanced stage of development and another to start an optimisation process, reaching 100% compliance on this indicator if both milestones are reached in Q4 2024. Both milestones were reached in forth quarter of 2024.

As a result, the Innovation Roadmap target had an achievement level of 117.5%, resulting in a score of 4.

(c) Sustainability (10%)

The Board of Directors established certain performance measures to determine the achievement level of this target. The performance measures and their achievement level for financial year 2024, with a weight of 100%, are related to the level of compliance with the 2024 targets of the KPIs included in the ESG Dashboard approved in June 2024 by the Board of Directors (ESG Dashboard), and the maintenance of the current level of excellence in the external ESG ratings (Sustainalytics, Ecovadis and CDP). A 100% compliance rate will be achieved for this indicator if all 2024 targets for the KPIs included in the ESG Dashboard are met and the level of external ESG ratings is maintained. More than 50% of the KPIs included in the ESG Dashboard have exceeded the 2024 targets. In addition, external ESG ratings have been improved.

As a result, the Sustainability target received a score of 5.

(d) Cultural Transformation (10%)

The Board of Directors established certain performance measures regarding Almirall's research and innovation activities to determine the level of achievement of this target. The performance measures, their relative weighting and their level of achievement in financial year 2024 were as follows:

a) Effectiveness of the management team. This measure has a relative weight of 50%. The performance milestone is related to the result of the Top Team Effeciveness Survey and the 360º Feedback Survey, reaching 100% compliance with this indicator if the action plan derived from the results of the Top Team Effeciveness Surveys is developed for Q1 2024, the actions foreseen in the plan for Q4 2024 are carried out, the actions foreseen in the plan for Q4 2024 are implemented and the results of the 360º Feedback Survey are implemented. by Q1 2024, the actions foreseen in the plan by Q4 2024 are implemented, the results of the surveys by Q4 2024 are improved and the existing IDP and check-ins to track progress with the direct leader are enriched by updating the existing IDP by Q1 2024. Milestones have been reached in the first quarter, the forth quarter, the forth quarter and the first quarter of 2024, respectively.

All milestones have been achieved on schedule. Consequently, the degree of compliance with this performance measure has been assessed with a 3.

b) ECCAs, transformation and cultural pulse. This measure has a relative weight of 50%. The performance milestone is related to the implementation of the ECCAs, the involvement of the teams by the management team in the transformation of the culture and the result of the cultural pulse survey (eSat), and Recommend. A 100% compliance rate for this indicator will be achieved if implementation of all ECCA action plans is completed by Q4 2024. Examples of activities implemented to embed the desired culture are provided, and results in the Culture Pulse Survey (eSat ≥78) and Recommend (≥77) are improved.

All milestones have been achieved on schedule or to the desired standard, as applicable, and the compliance conditions set have been exceeded. Accordingly, the degree of compliance with this performance measure has been assessed with a 4.

As a result, the Cultural Transformation target received a score of 4.

The weighted achievement level for the objective results in 2024 was hence at 3.4, which equals an achievement rate of 104%.

Thus, the accrued Bonus amounted to a total of 725,400 euros. This amount is equivalent to the annual value of the bonus resulting from a 104% compliance rate.

This amount is adjusted in turn in accordance with the EBITDA multiplier, which, with 106.94% achievement, results in a multiplier equivalent to 113.88%, producing a total Bonus amount of 826,086 euros for 2024.

Explain the long-term variable components of the remuneration schemes

Variable remuneration is only applicable to Mr Gallardo Piqué in his capacity as CEO. In particular, the long-term variable components are specified in the Performance Share Plan.

Under the PS Plan, the CEO may receive multiyear variable remuneration payable both in cash and through the delivery of shares of the Company once a certain target measurement period has been completed and depending on the level of achievement of those targets.

The PS Plan operates in overlapping cycles of three (3) years, starting on 1 January of the first year and ending on 31 December of the third year. At the start of each cycle, the Company will award the CEO a certain number of Performance Shares, each of which will be equivalent to a share of Almirall or to its market value on the PS Plan settlement date. The Performance Shares do not give their holder the status of a shareholder of the Company or any political or economic rights linked to that status.

The initial number of Performance Shares is the result of dividing the target annual amount allocated to the CEO (set at 775,000 euros) by the average price of Almirall's shares for the first 10 days of trading in the corresponding financial year. The number of Performance Shares that will vest at the end of each accrual period will range from 70% to 150% of the Performance Shares initially awarded depending on the level of achievement of certain targets set by the Board of Directors upon a proposal from the Appointments and Remuneration Committee. The setting of the final number of Performance Shares between the lower and upper limits of the range will depend on the level of achievement of the targets set for the PS Plan, with a required minimum achievement level of 70%. The maximum number of Performance Shares will accrue if the target achievement level is equal to 150%.

The final Performance Shares will vest at the end of the Accrual Period provided that: (i) the CEO maintains his link with the Company, regardless of whether the relationship is commercial or employment-based and independently of whether he performs executive duties, without prejudice to the applicable exceptions of suspension or removal from office; and (ii) the CEO has attained a minimum achievement level of 70% of the targets set.

Pursuant to the foregoing, Almirall awarded the CEO an initial number of 89,803 PSs in 2024 (the result of dividing the target amount by Almirall's average share listing price of 8.63 euros).

As explained in detail in section A.1.6, payment is in the following form: 40% of the PSs are settled in cash, and 60% of the PSs are settled in Almirall shares. Clawback and retention clauses are also established.

The number of Performance Shares that will vest with a charge to the 2024-2026 accrual period depends on the level of achievement of the CEO's targets set by the Board of Directors upon a proposal from the Appointments and Remuneration Committee, which are divided into five metrics that will be evaluated at the end of the accrual period.

The performance indicators include the following:

  • (i) Relative Total Shareholder Return ("RTSR"): this indicator will have a weighting of 35%. The RTSR indicator measures, over a period of three years, the total return for shareholders of Almirall compared to total shareholder return for a group of benchmark companies in the sector.
  • (ii) Cumulative EBITDA: this indicator will have a weighting of 35%. It will range from 70% to 150% depending on the achievement of certain EBITDA thresholds throughout the accrual period.
  • (iii) Satisfaction of Almirall employees ("eSat"): this indicator will have a weighting of 7.5%. It measures the employee satisfaction level through internal surveys at the Company. An achievement level of 70% is achieved if the eSat score is 74 points, 100% if eSat is 79 points and 150% if eSat is 81 points or higher.
  • (iv) Direct reduction of carbon footprint: this indicator will have a weighting of 7.5%. It measures the level of reduction in Almirall's carbon footprint arising from internal sources and electricity supplied. Reductions are measured compared to the 2019 benchmark level and calculated according to Greenhouse Gas Protocol Standards. An achievement level of 70% will be reached if carbon footprint is reduced by 12%, with 100% achievement if carbon footprint is reduced by 18% and 150% achievement if carbon footprint is reduced by 25%.
  • (v) R&D innovation roadmap: this indicator will have a weighting of 15% and is measured by the number of regulatory milestones achieved in each project developed by the Company. A minimum number of milestones will be established and if the minimum is not achieved, the value of the indicator will be zero.

The business performance indicators listed above establish a minimum threshold of 70% to accrue PSs and can be subject to overachievement up to 150%. Any intermediate achievement values will be weighted by interpolation of the values established between the corresponding levels.

These targets, their relative weighting and their evaluation process may be reviewed by the Appointments and Remuneration Committee and subsequently submitted for the approval of the Board of Directors.

Finally, for the long-term variable components, the CEO received a provisional number of 72,995 SEUs in 2023. The final number of SEUs awarded in 2024 after the target measurement period was 73,251 SEUs. The SEUs will vest and settle in 2027, subject to the CEO maintaining an employment or business relationship with the Company. Accordingly, although the SEU Plan is no longer in effect and no further SEUs will vest thereunder, there will be an overlap in the settlements under the SEU Plan and the current PS Plan. In this regard, Performance Shares accruing in respect of the 2024-2026 period will be settled, if applicable, in March 2027, in which year SEUs accrued in respect of the 2023-2024 period will also be settled.

B.8 State whether certain accrued variable components have been reduced or reclaimed (malus/clawback), when payment of non-vested amounts has been deferred in the former case, or consolidated and paid in the latter case, based on information that has later been clearly proven to be inaccurate. Describe the amounts reduced or returned due to the application of malus/clawback clauses, why they have been enforced and the financial years to which they correspond.

Not applicable.

B.9 Explain the main features of the long-term savings schemes whose annual equivalent amount or cost is included in the tables in Section C, including retirement and any other survival benefit, either partially or wholly financed by the company and whether funded internally or externally, stating the type of scheme, whether it is definedcontribution or defined-benefit, the contingencies it covers, the conditions for consolidation of economic rights in favour of directors, and the compatibility thereof with any class of indemnity for early termination or cessation of the contractual relationship between the company and the director.

Not applicable.

B.10 Explain, if applicable, the indemnities or any other class of payment arising from early cessation, whether at the will of the company or the director, or from the termination of the contract on the terms provided therein, accrued and/or received by the directors during the last financial year.

Not applicable.

B.11 State whether there have been significant amendments to the contracts of those performing senior management duties as executive directors and explain them, if applicable. Also explain the main terms and conditions of new contracts signed with executive directors during the financial year, unless already explained in section A.1.

Not applicable.

B.12 Explain any supplementary remuneration accrued by the directors as consideration for services provided other than those inherent to their position.

Directors Mr Seth Orlow, Mr Ugo di Francesco and Ms Alexandra Kimball were paid 8,000 euros each for their participation in the Strategy Review Meeting 2024, a service they provided not in their capacity as directors but as experts.

B.13 Explain any remuneration arising from the grant of advances, loans and guarantees, stating the interest rate, the essential features thereof and any amounts reimbursed, as well as the obligations assumed under the guarantee.

Not applicable.

B.14 Describe the remuneration in kind accrued by the directors during the financial year, briefly explaining the nature of the different salary components.

The CEO has received a life insurance and a company car during 2024 (although in relation to the latter, the CEO has opted to receive an amount in lieu of the car allowance) in the amount of 17,098.6 euros. The Company has also taken out civil liability insurance for its directors.

B.15 Explain the remuneration accrued by the director under payments made by the listed company to a third-party entity in which the director provides services, when said payments are intended to remunerate the services thereof within the company.

Not applicable.

B.16 Explain and detail the amounts accrued during the year in relation to any other remuneration item other than those listed above, whatever its nature or the group entity paying it, including all benefits in any form, such as when it is considered a related-party transaction or, especially, when it significantly affects the true and fair view of the total remuneration accrued by the director, explaining the amount granted pending payment, the nature of the consideration received and the reasons why it would have been considered, where appropriate, that it does not constitute remuneration to the director in his capacity as such or in consideration for the performance of his executive duties, and whether or not it has been considered appropriate to include it among the amounts accrued under "other items" in section C.

Not applicable.

C DETAILS OF INDIVIDUAL REMUNERATION CORRESPONDING TO EACH DIRECTOR

Name Classification Accrual period year 2024
Sir Tom McKillop Other External Director From 01/01/2024 to 10/05/2024
Mr Enrique de Leyva Pérez Coordinating Independent Director From 01/01/2024 to 31/12/2024
Dr Karin Dorrepaal Independent Director From 01/01/2024 to 31/12/2024
Mr Antonio Gallardo Torrededía Proprietary Director From 01/01/2024 to 31/12/2024
Mr Carlos Gallardo Piqué Executive Director From 01/01/2024 to 31/12/2024
Dr Seth J. Orlow Independent Director From 01/01/2024 to 31/12/2024
Dr Alexandra B. Kimball Independent Director From
01/01/2024 to 31/12/2024
Ms Eva-Lotta Allan Independent Director From 01/01/2024 to 31/12/2024
Mr Ruud Dobber Independent Director From 01/01/2024 to 31/12/2024
Mr Ugo Di Francesco Independent Director From 10/05/2024 to 31/12/2024
Ms Eva Abans Iglesias Independent Director From 10/05/2024 to 31/12/2024

C.1. Complete the following tables concerning the individual remuneration of each director (including remuneration for the performance of executive duties) accrued during the financial year.

a) Remuneration from the company covered by this report:

i) Remuneration accrued in cash (in thousands of €)

Name Fixed
remuneration
Attendance
fees
Remuneration
for
membership
of board
committees
Salary Short-term
variable
remuneration
Long-term
variable
remuneration
Indemnity Other
items
Total
financial
year 2024
Total
financial
year
2023
Sir Tom McKillop 75 20 95 170
Ms Karin Dorrepaal 100 40 140 120
Mr Antonio Gallardo Torrededía 60 40 100 80
Mr Carlos Gallardo Piqué 90 775 826 15 1,706 1.533
Dr Seth J. Orlow 100 45 8 153 130
Mr Enrique de Leyva Pérez 132 42 174 130
Dr Alexandra B. Kimball 100 40 8 148 133
Ms Eva-Lotta Allan 100 45 145 130
Mr Ruud Dobber 100 40 140 120
Mr Ugo Di Francesco 64 26 8 98 -
Ms Eva Abans Iglesias 64 29 93 -

Comments

The CEO waived his additional remuneration as a member of the Dermatology Committee. The amount under 'Short-term variable remuneration' corresponds to the bonus for the financial year 2024.

During financial year 2024, several changes took place within the Board of Directors and the composition of its committees, as described in section B.1.1. In addition, it is noted that Mr. Ugo Di Francesco received 33,076.92 euros for attending the February 2024 meetings as a guest and prior to his appointment as a director of the Company, as also described in section B.1.1, which are not included in the above table.

Directors Mr Seth Orlow, Mr Ugo di Francesco and Ms Alexandra Kimball were paid 8,000 euros each for their participation in the Strategy Review Meeting 2024, a service they provided not in their capacity as directors but as experts, which is entered in the 'Other items' column. In addition, in order to allow for comparability with the total for financial year 2024, the total for financial year 2023 for director Ms Alexandra Kimball has been adjusted to include a payment for services rendered as an expert amounting to 12,758 euros.

Lastly, certain amounts corresponding to the remuneration in kind received by Mr. Carlos Gallardo in 2024, corresponding to life insurance, have been transferred to section C.1.a).iv) of this report and are not included in this table, maintaining in the previous column 'Other items' for said director only the amounts in cash of said remuneration in kind. In order to allow comparability with the total for financial year 2024, the total for financial year 2023 has been adjusted to not reflect the amount received in 2023 for the director's life insurance amounting to 2,217.74 euros.

ii) Table of movements in share-based remuneration schemes and net return on consolidated shares or financial instruments

Financial instruments
at start of financial
year t
Financial instruments
granted during financial year
t
Financial instruments consolidated during financial year t Instruments
mature but
not
Financial instruments at
end of financial year t
Name Name of Plan No. of
instruments
Equivalent
no. of
shares
No. of
instruments
Equivalent no.
of shares
No. of
instruments
Equivalent/consolidated
no. of shares
Price of
consolidated
shares
Net Return
on
consolidated
shares or
financial
instruments
(thousands
of €)
Equivalent
no. of
shares
No. of
instruments
Equivalent
no. of
shares
Mr Carlos
Gallardo Piqué
SEU Plan 2023 73,251 73;251 0 0 0 0 0 0 0 73,251 73,251
Mr Carlos
Gallardo Piqué
PS Plan 2024 0 0 89,803 89,803 0 0 0 0 0 89,803 89,803

Comments

In financial year 2023, the CEO received a provisional number of 72,995 SEUs. The final number of SEUs awarded in 2024 following the target measurement period was 73,251 SEUs, equivalent to 100.35% achievement of targets. The SEUs will vest and be settled in 2027, subject to the CEO maintaining a commercial or employment-based relationship with the Company.

In addition, in financial year 2024 the Company awarded the CEO an initial sum of 89,803 Performance Shares (resulting from dividing the target amount by the average listing price for Almirall's shares of 8.63 euros). The final number of Performance Shares that will vest at the end of the three-year accrual period that will end on 31 December 2026, which will be settled in 2027, will depend on the level of achievement of the PS Plan targets during said period.

iii) Long-term savings schemes

Remuneration for consolidation of savings
scheme rights
No information
Contribution in financial year by company (thousands of €)
Nombre Savings schemes with
consolidated economic rights
Amount of accumulated funds
(thousands of €)
Savings schemes with non
consolidated economic rights
Financial year 2023 Financial year 2022
Financial year
2024
Financial year
2023
Financial year
2024
Financial year
2023
Schemes with
consolidated
economic rights
Schemes with non
consolidated
economic rights
Schemes with
consolidated
economic rights
Schemes with non
consolidated
economic rights
No information
Comments
Not applicable

iv) Details of other items

Name Item Remuneration amount
Mr Carlos
Gallardo Piqué
Life insurance 2

Not applicable.

Comments

b) Remuneration paid to directors of the listed company as members of the governing bodies of the Company's subsidiaries:

Name Fixed
remunerati
on
Attendance fees Remuneratio
n for
membership
of board
committees
Salary Short-term
variable
remuneration
Long-term variable
remuneration
Indemnity Other items Total financial
year 2024
Total financial
year 2023
No information

i) Remuneration accrued in cash (in thousands of €)

Not applicable.

Comments

ii) Table of movements in share-based remuneration schemes and net return on consolidated shares or financial instruments

Financial instruments
Financial instruments
at start of year n
granted during year n
Financial instruments vested during the year Instruments
matured
but not
Financial instruments at
end of year 2024
Name Name of plan No. of
instruments
No. of
equivalent
shares
No. of
instruments
No. of
equivalent
shares
No. of
instruments
No. of
equivalent/vested
shares
Price of
vested
shares
EBITDA from
vested shares
or financial
instruments
(thousands of
euros)
i
d
No. of
instruments
No. of
instruments
No. of
equivalent
shares
Sin datos

Not applicable.

Comments

iii) Long-term saving schemes

Remuneration from vesting of rights
to savings schemes
No information
Contribution for the year by the company (thousands of euros)
Name Savings schemes with vested
economic rights
Savings schemes with non
vested economic rights
Amount of accrued funds
(thousands of euros)
Financial year
Financial year
2024
2023
2024
Financial year
2024
Financial year
2023
Financial year Financial year
2023
Schemes with vested
economic rights
Schemes with non
vested economic
rights
Schemes with vested
economic rights
Schemes with non
vested economic
rights
No information

Comments

Not applicable.

iv) Details of other items

Name Concept Amount of remuneration
No information

Comments

Not applicable.

c) Summary of remuneration (thousands of euros)

The summary must include the amounts corresponding to all remuneration items included in this report that the director has accrued, in thousands of euros

Remuneration accrued in the Company Remuneration accrued in group companies
Name Total cash
remuneration
Net return on
consolidated
shares or
financial
instruments
Remuneration
for savings
schemes
Total cash
remuneration
Net return on
consolidated
shares or
financial
instruments
Remuneration
for savings
schemes
Total cash
remuneration
Net return on
consolidated
shares or
financial
instruments
Remuner
ation for
savings
schemes
Total cash
remuneration
Net return on
consolidated
shares or
financial
instruments
Mr Antonio Gallardo
Torrededía
100 100 100
Mr Carlos Gallardo
Piqué
1,706 2 1,708 1,708
Dr Seth J. Orlow 153 153 153
Mr Enrique de Leyva
Pérez
174 174 174
Ms Eva-Lotta Allan 145 145 145
Mr Ruud Dobber 140 140 140
Ms Karin Dorrepaal 140 140 140
Ms Alexandra Kimball 148 148 148
Mr Ugo Di Francesco 98 98 98
Ms Eva Abans
Iglesias
93 93 93
Sir Tom McKillop 95 95 95
Total: 2,992 2 2,994 2,994

C.2 Please describe the evolution over the last five years in the amount and percentage variation in the remuneration earned by each of the directors of the listed company during the year, the consolidated results of the company and the average remuneration on a full-time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listed company.

Total amounts accrued and % annual variation
Financial
year 2024
% Variation
2024/2023
Financial year
2023
% Variation
2023/2022
Financial year
2022
% Variation
2022/2021
Financial
year 2021
% Variation
2021/2020
Financial
year 2020
Executive Directors
Mr. Carlos Gallardo Piqué 1,708 11 1,534.8 245.6% 444 242% 130 41% 92,5
External Directors
Sir Tom McKillop 95 -44.1% 170 -4.5% 178 4.7% 170 0% 170
Ms. Karin Dorrepaal 140 16.7% 120 0% 120 0% 120 -2% 122.5
Mr. Antonio Gallardo Torrededía 100 25% 80 0% 80 0% 80 0% 80
Dr. Seth J. Orlow 153 17.7% 130 -5.8% 138 -20.7% 174 20% 145
Mr. Enrique de Leyva Pérez 174 33.8% 130 0% 130 0% 130 2% 127.5
Dr. Alexandra B. Kimball 148 11.3% 133 3.9% 128 0% 128 66.2% 77
Ms. Eva-Lotta Allan 145 11.5% 130 4% 125 -2.3% 128 113.3% 60
Mr. Ruud Dobber 140 16.7% 120 -6.3% 128 88.2% 68 - 0
Mr Ugo Di Francesco 98 - 0 - 0 - 0 - 0
Ms Eva Abans Iglesias 93 - 0 - 0 - 0 - 0
Consolidated results of the Compan 26,498 -254% (17,191) -155% 31,027 442% (9,085) -111% 79,238
Average remuneration of employees 118 7% 110 2% 108 6% 102 4% 98

Observaciones

For financial year 2024, the variation for Sir Tom McKillop is due to his resignation as a director of the Company, and hence from his positions of Vice-Chair of the Company's Board of Directors and member of the Appointments and Remuneration Committee, becoming effective on 10 May 2024.

Additionally, the variation for Mr Enrique de Leyva Pérez for the 2024 financial year is due to his appointment by the Board of Directors on 10 May 2024 as Vice President of the Board (without prejudice to his resignation as president of the Audit Committee).

On the other hand, the total amounts accrued have been modified, and the annual variation percentage has been adjusted accordingly, for fiscal years 2023 (for Dr. Alexandra B. Kimball), 2022 (to Mr. Ruud Dobber, Dr. Alexandra B. Kimball, Dr. Seth J. Orlow, and Sir Tom McKillop), 2021 (to Ms. Eva-Lotta Allan, Mr. Ruud Dobber, Dr. Alexandra B. Kimball, and Dr. Seth J. Orlow), and 2020 (Dr. Alexandra B. Kimball, and Dr. Seth J. Orlow), to reflect the perception of certain payments for services rendered as experts, including attendance at past editions of the Strategy Review Meeting, as well as to allow comparability with the total amounts accrued and percentage of annual variation for the year 2024.

D OTHER INFORMATION OF INTEREST

Provide a brief description of any significant aspects relating to director remuneration that it has not been possible to include in the other sections of this report but which require inclusion to provide more complete and reasoned information on the company's remuneration structure and practices concerning its directors.

Not applicable.

This annual remuneration report was approved by the Company's Board of Directors at its meeting held on 21 February 2025.

Indicate whether any directors voted against or abstained about the approval of this Report

Yes No X

Almirall, S.A.

Informe de auditor referido a la "Información relativa al Sistema de Control Interno sobre la Información Financiera (SCIIF)" de Almirall, S.A. correspondiente al ejercicio 2024

KPMG Auditores, S.L. Torre Realia Plaça d'Europa, 41-43 08908 L'Hospitalet de Llobregat (Barcelona)

Informe de auditor referido a la "Información relativa al Sistema de Control Interno sobre la Información Financiera (SCIIF)" de Almirall, S.A. correspondiente al ejercicio 2024

A los administradores de Almirall, S.A.

De acuerdo con la solicitud del Consejo de Administración de Almirall, S.A. (la "Sociedad") y con nuestra carta propuesta de fecha 19 de junio de 2024, hemos aplicado determinados procedimientos sobre la "Información relativa al SCIIF" adjunta en el apartado F del Informe Anual de Gobierno Corporativo de Almirall, S.A. correspondiente al ejercicio 2024, en el que se resumen los procedimientos de control interno de la Entidad en relación a la información financiera anual.

El Consejo de Administración es responsable de adoptar las medidas oportunas para garantizar razonablemente la implantación, mantenimiento y supervisión de un adecuado sistema de control interno así como del desarrollo de mejoras de dicho sistema y de la preparación y establecimiento del contenido de la Información relativa al SCIIF adjunta.

En este sentido, hay que tener en cuenta que, con independencia de la calidad del diseño y operatividad del sistema de control interno adoptado por la Entidad en relación a la información financiera anual, éste sólo puede permitir una seguridad razonable, pero no absoluta, en relación con los objetivos que persigue, debido a las limitaciones inherentes a todo sistema de control interno.

En el curso de nuestro trabajo de auditoría de las cuentas anuales y conforme a las Normas Técnicas de Auditoría, nuestra evaluación del control interno de la Entidad ha tenido como único propósito el permitirnos establecer el alcance, la naturaleza y el momento de realización de los procedimientos de auditoría de las cuentas anuales de la Entidad. Por consiguiente, nuestra evaluación del control interno, realizada a efectos de dicha auditoría de cuentas, no ha tenido la extensión suficiente para permitirnos emitir una opinión específica sobre la eficacia de dicho control interno sobre la información financiera anual regulada.

A los efectos de la emisión de este informe, hemos aplicado exclusivamente los procedimientos específicos descritos a continuación e indicados en la Guía de Actuación sobre el Informe del auditor referido a la Información relativa al Sistema de Control Interno sobre la Información Financiera de las entidades cotizadas, publicada por la Comisión Nacional del Mercado de Valores en su página web, que establece el trabajo a realizar, el alcance mínimo del mismo, así como el contenido de este informe. Como el trabajo resultante de dichos procedimientos tiene, en cualquier caso, un alcance reducido y sustancialmente menor que el de una auditoría o una revisión sobre el sistema de control interno, no expresamos una opinión sobre la efectividad del mismo, ni sobre su diseño y su eficacia operativa, en relación a la información financiera anual de la Entidad correspondiente al ejercicio 2024 que se describe en la Información relativa al SCIIF adjunta. En consecuencia, si hubiéramos aplicado procedimientos adicionales a los determinados por la citada Guía o realizado una auditoría o una revisión sobre el sistema de control interno en relación a la información financiera anual regulada, se podrían haber puesto de manifiesto otros hechos o aspectos sobre los que les habríamos informado.

Asimismo, dado que este trabajo especial no constituye una auditoría de cuentas ni se encuentra sometido a la normativa vigente en materia de auditoría de cuentas en España, no expresamos una opinión de auditoría en los términos previstos en la citada normativa.

Se relacionan a continuación los procedimientos aplicados:

    1. Lectura y entendimiento de la información preparada por la entidad en relación con el SCIIF información de desglose incluida en el Informe de Gestión - y evaluación de si dicha información aborda la totalidad de la información requerida que seguirá el contenido mínimo descrito en el apartado F, relativo a la descripción del SCIIF, del modelo de IAGC según se establece en la Circular 5/2013 de 12 de junio de la Comisión Nacional del Mercado de Valores (CNMV) y modificaciones posteriores, siendo la más reciente la Circular 3/2021, de 28 de septiembre de la CNMV (en adelante, las Circulares de la CNMV).
    1. Preguntas al personal encargado de la elaboración de la información detallada en el punto 1 anterior con el fin de: (i) obtener un entendimiento del proceso seguido en su elaboración; (ii) obtener información que permita evaluar si la terminología utilizada se ajusta a las definiciones del marco de referencia; (iii) obtener información sobre si los procedimientos de control descritos están implantados y en funcionamiento en la entidad.
    1. Revisión de la documentación explicativa soporte de la información detallada en el punto 1 anterior, y que comprenderá, principalmente, aquella directamente puesta a disposición de los responsables de formular la información descriptiva del SCIIF. En este sentido, dicha documentación incluye informes preparados por la función de auditoría interna, alta dirección y otros especialistas internos o externos en sus funciones de soporte al comité de auditoría.
    1. Comparación de la información detallada en el punto 1 anterior con el conocimiento del SCIIF de la entidad obtenido como resultado de la aplicación de los procedimientos realizados en el marco de los trabajos de la auditoría de cuentas anuales.
    1. Lectura de actas de reuniones del consejo de administración, comité de auditoría y otras comisiones de la entidad a los efectos de evaluar la consistencia entre los asuntos en ellas abordados en relación al SCIIF y la información detallada en el punto 1 anterior.
    1. Obtención de la carta de manifestaciones relativa al trabajo realizado adecuadamente firmada por los responsables de la preparación y formulación de la información detallada en el punto 1 anterior.

Como resultado de los procedimientos aplicados sobre la Información relativa al SCIIF no se han puesto de manifiesto inconsistencias o incidencias que puedan afectar a la misma.

Este informe ha sido preparado exclusivamente en el contexto de los requerimientos establecidos por el artículo 540 del Texto Refundido de la Ley de Sociedades de Capital y por las Circulares de la CNMV a los efectos de la descripción del SCIIF en los Informes Anuales de Gobierno Corporativo.

KPMG Auditores, S.L.

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